Q&A Regarding 2011 Bylaws Amendments 章程修改案问答

Bylaws Last Updated: 26 July 2013 Hits: 46981

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Disclaimer: We do not aim at capturing all birds in one shot this time and as a matter of fact, due to the limitation of timing, we cannot.

章程修改建议案见于
http://www.ustcaf.org/en/news/latest-news/120-bylaws-am-proposed

Question:

The change from
201 No one is to hold the Chairperson position for two consecutive terms.
to
202 No one is to be elected as the chairperson consecutively and no one is
203 to be elected as the chairperson more than once during the same GB term.

appears to have further limited the term of chairperson. Is it necessary to prevent a chairperson to work for two consecutive terms if that could be more effective?

Response:

If a GB's Chairperson's term has been shortened due to resignation or dismissal, I do not see reasons such a person shall be elected again in the immediately next election within GB for a Chairperson.

If there is a new GB, the new GB shall be able to elect their new Chairperson among them. The past practice is not to have anyone holding the Chairperson position consecutively across GB's term, and we have not changed that.

I want to point out one theoretically possible scenario, though, in which a Chairperson resigns before his/her term naturally ends, then at the convention of the new GB, s/he may run for Chairperson again. Bylaws 2003 did not prevent this from happening, the current revision proposal does not, either. It will be the ultimate responsibility of GB to choose the best Chairperson at the time, Bylaws are mostly a framework of principles and a set of rules regulating common situations.

Question:

The following change is innocuous, but the clarification from
251 k. GB may appoint advisors for USTCAF..
to
252 k. GB may decide to appoint advisors, upon nomination from the Chairperson
253 or two GB directors.
254 Such advisors may participate in GB meetings, monitor email
255 communications, audit financial reports and relevant documents, and
256 participate in discussions, but do not have a voting right.

Appears to have the unintentional effect to codify restricting access to GB records to only the few if none selected by current GB. Past practice is all former GB directors are automatically eligible to participate in and monitoring of GB discussions. It is desirable that any GB member or otherwise advisor as appointed following above procedure, if following by rules to be set forth in Bylaw and maintain necessary confidentiality requirement when applicable (In extreme case, the member/advisor may need to sign a NDA. Any disclosure of information obtained should be preapproved by current GB or AF/GB may reserve to rights suing for damage as maximum allowed by law.), he or she should have access to by not limit to any past and current GB discussions, memo, meeting minutes, voting records, membership records and financial records. Transparency and freedom of information is the best way to earn and maintain trust of members and friends.

Response:

We do not intend to block any former GB members or AF members from accessing the current GB's discussions. Currently, we approve requests for access from AF members after verifying their memberships. It is reasonable to assume that former GB members, on average, care more about AF's business, so, at appropriate time, it would be beneficial to better spell out a set of rules/structures for smoother communications within the current GB, between the current GB and former GB members, and between the current GB and AF members. Much work needs to be done and we cannot get all done at once now.

Back to the so-called "codify restriction" issue, we only explicitly outline the appointment of advisors, but we did not say anything about past GB members yet. In fact, there is no place in Bylaws 2003 mentioning former GB members except that GB members from past two terms cannot receive awards from AF. Amendments to Bylaws on better engaging former GB members is possible and we will be open to future discussions.

Question:

375 For donation records in which there are multiple natural persons, USTCAF
376 shall allocate the whole donation to the person whose email was provided in
377 the donation form unless the donors provided instructions, in writing, on the
378 allocation of donation among donors.
- Suggest we should allocate the amount equally among the donors by default, unless the donor specifies the allocation. Considering many of these cases are couples both from USTC, equal allocation should be the best way by default.

Response:

As of now, the donation form allows one email only. It is in-operable for evenly allocating the donation amount to all natural persons involved in a donation if there is only one email address attached to this donation record. There are further complications if a same person is involved in multiple but different groups of donors.

If GB shall contact, through emails, for other donors' emails, then such email(s) can equally be the one asking donors to specify the allocation scheme they desire. I mean, given the same amount of back-and-forth email communications between GB and donors, why don't GB simply ask for donors choice on allocation? In the future, if the donation form shall be revised to allow matching between persons and emails, then an allocation percentage can also be customized by donors at the time of filling the form. It will take time to get that done, though.

Question:

402 The GB is authorized to terminate a lifetime membership if the GB have made
403 best effort attempts in vain to establish contacts with this person.
- Lifetime membership shouldn't be revocable. Also, GB shouldn't have the rights to revoke any membership as long as his/her dues are paid, otherwise it could be a serious problem under certain situations :) And, membership not only means voting rights.
How about change this to "The GB is authorized to exclude a member into quorum calculation if the GB have made best effort attempts in vain to establish contacts with this person."? Similar to US elections require you to register before your name can show on the voter list, but your citizenship won't be revoked if you keep silent.

Response:

GB2010 debated the concept of "membership in hibernation status". I was told that according to relevant Delaware laws, there seems not be such a category of membership-in-hibernation (or similar concept such as on-hold) to exist. I agree with you that the purpose of that particular clause (terminate memberships due to loss of contact) was for the calculation of quorum and related operational purposes. So, we did provide a clause to unconditionally reinstate membership as long as the person is back into contact with GB and GB can verify the identify and intention (to reinstate the membership). This is what GB decided to go with, but it does not mean we neglect the issue you raised. We are striking a balance between law-abiding and operational feasibility/reasonability.

Question:

作为一个曾在欧洲生活多年的科大人，我很诧异地看到章程中有多处条款特别强调“美国”或者甚至仅适用于“美国”。我想这些条款是美国以外的校友所无法接受的，也是不利于基金会的长期发展的。我个人认为基金会应当是全世界所有科大人的组织，尽管大部分海外校友确实生活在美国、而且校友会的成立确实由旅美校友发起。以下是相关的具体条款和我的修改建议：

第74-75行："... and (2) promote the academic and cultural exchange between
USTC and researchers in USA."，建议将“researchers in USA"改为"abroad researchers"或"researchers outside USTC".

第73行：“... and alumni in USA and elsewhere..."，建议去掉“in USA and elsewhere"。

第109, 110, 112, 115, 117, 122行：“in (the) USA and other countries"，
建议去掉所有"(the) USA and"。

最后，我认为应当新增一章，将基金会的历史记录下来，包括1995年的
发起经过和参与人员名单、以及之后的简要发展历程，以感谢那些为基
金会作出重要贡献的校友们。

Response:

USTCAF的历史和创建人员名单见于： http://www.ustcaf.org/en/about-us/history。它的内容会有填充，比如添加向过去奉献过的志愿者们致敬的内容。但这些不是理事会眼前的急务。我的个人意见是这些内容本身不必出现在Bylaws里面。

关于您提及的关于美国和海外的用字的修正，理事会内部讨论过。鉴于在Bylaws 2003里面的第五部分（Article V）里有对于USTCAF的Nature和Mission的修正的严格限制，因此我们将先划分清楚如何修正USTCAF的Nature和Mission，然后再根据实际状况和现实需要，对这两部分的内容进行调整。这些动作由于时间限制，将只能在2011年进行。眼前的问题是要尽快解除在Nov到Feb之间必须举办选举的限制。

Question:

I am not clear about the following statement in the new propsal:

"All the then-sitting GB members, including those who resign after the beginning of ballot casting for the failed election, shall be excluded from 339 the election committee as well as the candidacy in the re-election;"

Why those resigned GB members are excluded from re-election? Does that mean they cannot be the candidates for the re-election? Or do they need to apply again to be candidates? Will re-election have the same candidates as failed-election?

Response:

想法是这样的：

（1）发生这种重选举对于USTCAF来说会是一个重大事件。部分原因可能将会是当任的理事会没能做得更好。因此，当任的理事会成员将被排除在重选举的候选人当中。

（2）　在这种特别发起的选举中，除了当任的理事会成员不能成为候选人以外，对于别的候选人的资格要求和普通选举是一样的。由此也可看出，就目前的Ｂｙｌａｗｓ的规定，每一次选举的候选人都需要（自我或他人的）提名，都要有本人的候选宣言。重选举的候选人和失败选举的候选人不一定相同，但也不是完全不允许重叠。要看每一个人的资格认定。

（３）　在排除当任的理事会成员的候选资格的时候，如有辞职的情况存在，是以事后来看辞职是否发生在失败选举开始投票的那一天为准的。可能有别的日子（比如失败选举的Date of Record）也可以用作此目的。但我想，在一个选举开始的那一天（尚未知是否能达到选举人数的时候）却要辞职的，其个人对于此前该任理事会的工作表现是不能脱钩的。因此，不应有候选资格。

（４）在重选举的时候，任何有资格投票的实际参与投票的会员将组成Ｑｕｏｒｕｍ。获得多数票的候选人组成理事会。这样组成的理事会应享有正常选出的理事会同样的权利，同时还可以有一项新权利：即选择适当时候举办选举并藉此终止自身的任期。这一句话其实在目前的实践中没什么用途。但在重选举中当选的理事会有可能会想要这一项权利来转换到正常选举的月份，如果Bylaws里面确定使用固定的选举日期的话。

Question

I noticed the current GB term has been extended up to 13 months – however, it may still be very limited. I wish each GB could either serve two years for one election and/or in each election, only 50% of the current GB member being re-elected. This will avoid a lot of new orientation.

Response

http://www.satellitedishcanada.com/win/can_lifestyleframe.html

The current proposal is not aiming at touching on everything. We need time to weigh over options. The staggered election scheme was brought up, but the limited time we had was not sufficient to give it a full consideration. It will be a subject of future discussions within GB and between GB and AF members, and if it can gain wide support, it could possibly become official in the future versions of bylaws.

Question：

officer vs director

Perhaps there is a confusion here. A company or an organization such as ustcaf must have officers, which are appointed by board of directors, to handle daily official business and representing the company legally. It sounds like the original executive committee are the officers. It probably should be kept that way. If IRS or any government organization need to contact USTCAF, they want to contact the officers of the USTCAF, not the board of directors, however, the officer position can also be hold by board of directors.

so I would suggest against the changes of officers to directors, it probably is not legally appropriate.

Response:

如果理事会同意在officer vs director这个议题上确实有legally inappropriate的疑虑的话，那这部分可以改回原文。

Question:

a) About the main motivation for change - duration for this GB

I think this is a very bad idea - you do not change the "constitution" to fit one special situation. Is it possible to have a GB approved resolution to request all members to vote to extend this GB's performing period? I think it is important to keep the original bylaw statement to remove any future mishaps and violation of the bylaw ("Constitution") like what happened before this GB election. Like US election, dates are very specific, so no one can manipulate the election. I think the changes shall make everything more specific (election date, starting date etc), not less, like the changes proposed.

Response:

关于选举日程的修订：理事会内部讨论过固定日期的选举安排，但确实是时间仓促，

不及详细讨论以及确认是哪一天为好。而根据Bylaws
2003，距离二月底（选举窗口的关闭）只有五十多天了。又根据Bylaws
2003，章程修改案在理事会通过以后还需要50天的等待期才能生效。这就是我们预定一月上旬投票的原因。但是即使本案通过了，也不意味着新章程就不再需要进一步的修正了。可能随之而来的就是新的一轮章程讨论。这一次由于时间较充分，可能会有多次的的公布给会员供反馈的机会。

Question:

I am very concerned about the term :

"The candidate shall include, if any, his or her past services to the USTC alumni communities and associations with other USTC alumni organizations in his or her candidacy statement."

What is the purpose of this requirement?

In my opinion, this has nothing to do with AF's mission. If a alumni doesn't want to share this information, but he/she is a valid lifetime member of AF, is he/she eligiable to be elected as a board member of AF? I don't see any reason why he/she should not be. I believe this is not a requirement in Bylaws 2003.

The negative result of this term is that it feels like that AF wants to purge those members who are lifetime members of AF but also serve other alumni organizations. I simply want to point out that this is a possible implication and people might intepret it very differently than your initial intention.

I feel that if a candidate feels like to release that information, it is perfectly fine. If he/she doesn't want to do so, it is perfectly fine, too. This should not be a requirement listed in the bylaws for candidacy. I strongly recommend to remove this from the new bylaws.

Response:

Thanks for your comments on this clause.

Candidacy statement is to face all (voting) members and it shall summarize one candidate's essential experience with USTC and his/her basic expectation/intention of his role if elected to the GB. So one's past service experience for USTC or its alumni would be one strong indicator of his/her readiness and ability to serve on AF's GB.

The exact wording can be adjusted such as "the candidates shall include, if any, his or her past services to USTC or its alumni in the candidacy statement" to make it more succinct.

Lastly, in my opinion, if a candidate who would not be elected if he or she properly discloses his or her past service record to USTC or USTC alumni, then probably he or she shall not be elected. After all, given all the (voting) members fully informed, their votes rule.

Follow-Up from member：

My opinion on this is that it should not be a REQUIREMENT for candidacy. Most of candidates will state their various connection with USTC and alumni community any way. I am perfectly fine with that. But I don't see any particular reason that a candidate has to disclose his or her association with other alumni organization. This requirement could easily be linked to recent dispute between AF and IF.

I think an acceptable rephrase of this would be:

"Candidate is encouraged to share with all members his or her past leadership experience, if any."

If a candidate is a USTC alumni, a lifetime (permanent) member of AF and is willing to serve the GB, he or she is eligible to enter the election. Some leadership experience would help him or her to win more votes from the alumni and possibly the election but it is not an essential requirement for candidacy.

A simple example is the presidential candidacy requirements in the US: 1. one has to be a US citizen, 2. one has to be naturally born in the US, 3. one has to be 18 years or older. Of course, we know that anyone who only matches these three requirements has no chance of being elected as a president of the US. One has to achieve much much more to convince people to vote for him or her. But a more general elgigibility ensures that vast majority of the US citizen do share the right to elect and to be elected. Consider if there's a requirement that a president candidate has to have a net wealth of $1million or more (all president candidates of the US in the last couple of elections had more wealth than that, of course, not even mention the amount of money their campaigns collected), that would be a severe violation of the fundament constitutional rights of 90%+ of the US citizens.

I believe one important philosophy of the law (or the bylaws of an organiztion) should be general enough to allow all members share the same level of right of election.

The problem is actually not that if a candidate disclose one's association with other organization and not being elected. It is actually that this requirement makes other alumni think that AF will purge whoever has connection with other alumni organizations and therefore will not even enter the election at all.

Response:

USTCAF is and shall remain an open organization facing all its members and will seek/solicit support from all USTC alumni and friends of USTC/USTCAF.

How about this version:

Candidates are encouraged to include his or her past leadership and/or public service experience, if applicable, in the candidacy statement.

Question:

Whatever changes to the by-law should keep a long term stability for AF in mind, instead of a short term convenience. It really bothers me that the GB term is going to be floated in the new by-law. Imagining a new GB will start at different time of each year, while most of AF's operations are in relatively fixed time table. It is also not practical to GBs who are volunteers. In addition, this new by-law should start to apply to next term of GB to avoid a conflict of interest.

Response:

在2003章程里面，选举日期是可能在11月到2月（

四个月）之间浮动的。按照目前的章程修改建议案，去掉Nov-Feb这一限制后，理论上日期确实会浮动到任何一天，但是由于有至少11个月至多13个月的选举间隔时间的限制，在实践中，前后年里的选举日期的差别被限死了，浮动范围只有两个月，比四个月反而少了一半。只有在经过了多年的选举，而且每届的选举日期都既没有人为控制在一个相同的日期范围内，也没有完全随机的在允许的两个月的范围内随便挑一个日子，才会在多年以后如果回顾这些年的选举日期的话，会发生所谓一年里的任何一月都可能举办过选举的情况。

如果说按照2003章程可以保证每年的二月选举结束的话，按照新方案同样也可以保证每年的九月或十月选举结束。当然，一年之中哪个月份最适合AF理事会的换届和新的GB热身入场，值得讨论。选在一、二月之间有它的合理性。但本届理事会所面临的实实在在的章程条款和实践的矛盾必须解套。如果有什么着眼长远的方案同时又能*及时*解除当前面临的章程和实践之间的矛盾，还请见教。

Question:

some wordings, as following, will cause confusion with the AF mission statement, and should be excluded from the by-law:

The candidate shall not hold official capacity and/or bear official obligation to represent USTC in handling USTCAF-relevant matters during the expected GB term;

The candidate shall include, if any, his or her past services to the USTC alumni communities and associations with other USTC alumni organizations in his or her candidacy statement.

Anyway, who has the right to explain and define “USTCAF-relevant matters”, “USTC alumni communities”, and “Associations or organizations”

Response:

关于AFGB的候选资格的设定，在本次方案里，

增加了几条。针对您所提到的两条，解释如下：

关于Candidates shall not have official Capacity and/or obligation to represent USTC这一条：原有的2003章程里禁止科大在校学生和时任雇员参选AFGB，目的是为了保持AF的独立性和防止利益冲突。那么，如果有参选人是在预期的AFGB任期里面将会代表科大出面参与处理AF在科大的（某些）项目的情况，那么根据AF的章程的Nature和Mission两章，这里是有利益和/或身份冲突的疑问的。

关于候选人应该在候选宣言里披露个人过往的服务科大、服务科大校友的经历（如果有此类经历的话）这一条：考虑到广大会员社群遍布全球，时空相隔的现实，这一信息显然会帮助会员更好的认识和理解参选人的资历和经历。在众多会员获取充分的信息之后，他们票选出来的GB应该足以在章程的规范下践行AF的使命了。

就这同一条文，我还收到了类似的疑问，说这一条是不是为了排除（

purge)掉某些身为AF的终身会员但又在其它的校友组织任职的人士（it feels like that AF wants to purge those members who are lifetime members of AF but also serve other alumni organizations. 此问题的原文见http://www.ustcaf.org/about-us/governance/bylaws/121-bylaws-am-qanda?lang=en，接近页底）。我的相应答复也可见于该公开网页。基本想法是，如果该有意参选者（们）在正确的披露了自己为科大校方、科大校友的服务经历以后，没能获得当选的票数，那么可能他（们）或她（们）这一次没能获得多数投票会员的认同。 After all, given all the (voting) members fully informed, their votes rule.

当然，USTCAF目前是也应该保持是一个面向全体会员的开放组织，应该努力向它的会员，科大校友和关心科大的朋友们争取支持。而要做到做好这些，一些有过领导经历和/或公共服务的经历的候选人将会在（投票）会员们的眼中相对突出，他们也是推展USTCAF的工作所需要的人力资源和资产。

最后，以上这两条候选人资格要求，就我的理解，并未与AF的Nature和Mission冲突。相反，他们是Nature和Mission的精神的延伸和对AF的Nature和Mission的加强。

您所提及的关于USTCAF-relevant matters，USTC Alumni Communities，USTC Alumni Organizations在实践本条文的时候的如何定义和认定的问题非常好。原文确实有失之于啰嗦的毛病。我想在文字上改成如下文所示可能就足够准确简练了。请指正。

The candidate shall not, on behalf of entities other than USTCAF, handle or expect to handle USTCAF's matters during the expected GB term.
The candidates are encouraged to include his or her past leadership and/or public service experience, if applicable, in the candidacy statement.

Question:

The GB2010 gives less than a week for our general members to review during holiday season, which is not respectful for general members.

Response:

这次把章程修改案通报给会员在时间的安排上确实很紧。

非常抱歉。本届理事会在10月初成型，首要任务是进入角色，并努力接续几个亟待完成的项目，例如GW2008的最后12名学生，教师奖的学生奖和核准，GB2010的公告的草拟和讨论，以及应急处理一些公共论坛上发生的争论和GB2010内部的讨论。虽然早在10月底11月初即有想法要着手推动章程的修改，但各项事务头绪较多，直到12月底才拟出章程修改方案的第一版公开稿并在GB2010内部启动的讨论。后历经约一个月，改了很多次稿，在12月下旬，我提出当时那个版本可以主动供GB以外的会员审阅了，时隔多日，GB2010没有提出异议，除了几处琐碎的细节文字的商榷。然后就是目前在AF的官网公布的修改建议方案的PDF文件了。【注：GB2010讨论过程中全部的邮件和变动中的各个版本的文档都在GB2010的邮件组里有存档。会员可以向GB2010提出要求，查看一路的讨论内容和文档内容的变化。】