Adopted 10/16/2009. Then it is reversed to 2003 version.
The University of Science and Technology of China Alumni Foundation BYLAWS
The University of Science and Technology of China
Alumni Foundation BYLAWS
(Final Version to Be Voted, Last Revised on August 10, 2009)
Article I Name and Offices
Section 1. Name:
The name of the organization is the University of Science and Technology
of China Alumni Foundation (USTCAF), hereinafter referred to as “the Foundation". The University of Science and Technology of China will be abbreviated as USTC in this document.
Section 2. Location of the Registered Office
The registered office of the USTCAF within the State of Delaware shall be at 7 Burkwood Drive, Newark, Delaware 19713.
The Board of Directors (the “Board”) is granted full power and authority to change said principal office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.
Section 3. Location of Other Offices:
The Foundation may also have offices other than said registered office within the United States and around the world.
Section 4. Website and Email Address:
The website of USTCAF shall be www.ustcaf.org
Article II Nature, Limitations, Mission, and Goals
Section 1. Nature
The Foundation is a non-profit organization and is not organized for the private gain for any person. The Foundation is organized and operated exclusively under Section 501(c)(3) of the Internal Revenue Code of 1986 and as a non-private foundation under Section 509(a)(1) of said Internal Revenue Code. All board of directors of the USTCAF work voluntarily. The USTCAF is independent of USTC.
Section 2. Limitations
No substantial part of the activities of the Foundation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Bylaws or Articles of Incorporation, the Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of Internal Revenue Code of 1986 or corresponding provision of any future United States Internal Revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986.
Section 3. Mission:
The foundation is founded to:
(1) Promote the excellence of members of USTC, including students, faculty, staff, and alumni; and
(2) Promote the academic and cultural exchange between USTC and its counterparts in the US and other countries.
Section 4. Goals
USTCAF shall raise donations from USTC alumni and elsewhere.
USTCAF shall present various awards to USTC students and faculty members, but not limited to, to accomplish its mission.
Article III Membership
Section 1. Members:
a. Regular members are those donated to the USTCAF no less than an amount defined as to be qualified as a regular member within one year, the membership expires in one year from when the donation is made. Regular members shall not have voting rights.
b. Life-time members are those donated accumulatively no less than an amount defined as to be qualified as a Life-time member. For a Life-time member to be eligible to vote in the first election he/she participates, the first donation from the member must be at least one hundred days prior to the election. He/she will be eligible for voting in all consequent elections.
Section 2. Amount of Donations to Be Qualified As Members
The amounts donated to the USTCAF to be qualified as a regular member and life-member are set by the Board of the Foundation respectively. The Board may change the amounts from year to year.
Section 3 Privacy
. The Foundation keeps the anonymity of all or part of information of
a contributor from the public, if he or she wishes so. However, only
those who are willing to release their names to USTCAF members have the voting privilege.
Section 4. Sub-organizations :
All members are encouraged to form sub organizations for the
Foundation based on locality, class, or any other criteria. All sub-organizations are subject to these Bylaws and must register with the Secretary department of the Foundation.
All donation collected under the name of the sub organization must be payable to the banks designated by the Foundation. The Board may denounce any sub organization if its actions violate the Bylaws or its policy disagrees with that of the Foundation.
Article IV Board of Directors
Section 1 Powers.
Subject to limitations of the Articles and these Bylaws, the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the Foundation to any person or persons, a management company or committees however composed, provided that the activities and affairs of the Foundation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:
To select and remove all the other officers, agents and employees of the Foundation, prescribe powers and duties for them as may not be inconsistent with law, the Articles or these Bylaws, fix their compensation and require from them security for faithful service.
To conduct, manage and control the affairs and activities of the Foundation and to make such rules and regulations therefore not inconsistent with law, the Articles or these Bylaws, as they may deem best.
To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best.
Section 2 Number of Directors.
a. The authorized number of directors shall be no fewer than 9 and no more than 19 and is always an odd number.
b. The board can decide to increase or decrease the number of the directors at any time provided the numbers meets the definition in Section 2-a in this Article.
Section 3 Qualification, Terms, and Selection
Qualification of Candidacy
A candidate of a director of the Board must be a life-time member of the Foundation defined in Article III Section 1-b; and
Has donated no less than an amount to be qualified as a candidate of a board director, that is set by the Board and can be changed from year to year;
Has served as previous director of the board or the boards of other major USTC regional alumni associations;
Approved by the Board due to various major contributions made to the USTC.
Each term of directors is two years and directors can be elected to serve successive terms.
Directors shall be elected every two years by the Life-time members of USTCAF as defined in Article III Section 1-b. The election is defined in Article V.
Section 4 Vacancies and Replacement of Directors.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the Secretary of the Board, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.
A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director or if the authorized number of directors be increased.
The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising pursuant to applicable law.
b. Replacement of Vacancies
Vacancies in the Board shall be filled by election of a majority of the remaining directors, although less than a quorum, or by a sole remaining director. Each director so selected shall hold office until the expiration of the term of the replaced director and until a successor has been selected and qualified.
c. Reduction of Authorized Number of Directors
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office.
The Board shall hold an annual meeting for the purpose of organization, selection of directors and officers, and the transaction of other business. Annual meetings of the Board shall be held at any place designated by the board. Notice of such meeting shall be given to each Director at least ten (10) days prior to the date of the meeting unless the Board, by resolution, otherwise provides.
Regular meetings of the Board shall be held on such dates as may be fixed by the Board. Notice of such meeting shall be given to each Director at least ten (10) days prior to the date of the meeting unless the Board, by resolution, otherwise provides.
Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, any Vice Chairs, Secretary of the Board, or any 1/3 of all directors.
Special meetings of the Board shall be held upon ten (10) days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means of communication. Any such notice shall be addressed or delivered to each director at such director’s address as it is shown upon the records of the Foundation or as may have been given to the Foundation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.
Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver.
Participation in Meetings by Tele-Conference
Directors of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Directors of the Board may participate in a meeting through the use of electronic video screen communication or other communications equipment (other than conference telephone) if all of the following apply:
Each member participating in the meeting can communicate with all of the other members concurrently.
Each member is provided with the means of participating in all matters before the Board, including, without limitation, the capacity to propose or to interpose an objection to a specific action to be taken by the Board.
The Foundation adopts and implements some means of verifying both of the following:
A person participating in the meeting is a director or other person entitled to participate in the Board meeting.
All actions of, or votes by, the Board are taken or cast only by the directors and not by persons who are not directors.
Section 6 Voting Designation
A director of the Board may designate his/her vote for specified issues, or during a specified meeting to another director in writing before the voting. Such a designation is irrevocable after the voting but shall be only valid for the issues or the duration specified in the designation letter and not to exceed the duration of one Board meeting from its official start to official adjournment. Each director may only represent one such designation from a director.
Section 7 Quorum.
If the number of authorized directors is greater than two, a majority of the authorized number of directors constitute a quorum of the Board for the transaction of business, except to adjourn as provided in Section 8 of this Article IV. If the number of authorized directors is two, all directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 8 of this Article IV. Every act or decision done or made by a majority of the directors, if there are more than two authorized, and by all directors if there are two authorized, present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is unanimously approved, if there are two authorized directors, or approved by at least a majority of the required quorum for such meeting if there are more than two authorized directors.
Section 8 Adjournment.
A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Section 9 Action Without Meeting.
Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
Section 10 Rights of Inspection.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Foundation of which such person is a director.
Section 11 Committees.
The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:
The approval of any action for which applicable law also requires approval of the members or approval of a majority of allmembers (such limitation of committee action shall apply whether or not the Foundation has members);
The filling of vacancies on the Board or in any committee;
The fixing of compensation of the directors for serving on the Board or on any committee;
The amendment or repeal of Bylaws or the adoption of new Bylaws;
The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
The appointment of other committees of the Board or the members thereof;
The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or
Except to the extent provided by applicable law, the approval of any self-dealing transaction.
Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the authorized number of directors then in office, provided a quorum is present, and any such committee may be designated an Executive Committee or by such other name as the Board shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article III applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
Section 12 Compensation and Reimbursement.
Directors shall receive no compensation from the Foundation for their services as directors. However, they may reimburse forcertain expenses related to serving the Foundation, as determined appropriate by the Board.
Section 13 Chairperson, Vice Chairs, and Secretary of the Board
a. The Chairperson to be elected shall be those board directors who have served the board for at least one term before.
b. The Chairperson shall be elected by the Board through voting after the Board is elected. The Chairperson then shall appoint two vice-chairs, First Vice-chair and Second vice-chair, and the secretary of the Board. Vice-chair will serve as acting chair at Chairperson's absence, in the order of First Vice-Chair first and Second Vice-Chair second. The terms of Chairperson, Vice Chairs, and the secretary of the board shall be terminated when their current terms as directors are terminated.
c. The Chairperson may not be elected to serve in consecutive terms.
d. The Chairperson, two Vice Chairs, and the secretary of the board shall automatically become the board member of the next board without being elected. However, they may not auto-assume the board directorship for more than one term.
(* Note: This clause applies from the board of 2010. To avoid the conflict of interests, none of the board directorship of year 2009 (GB2009) shall be automatically renewed in the Board of 2010. However, this will be passed as a resolution of GB2009)
e. The Power of the Chairperson
The Chairperson shall have the following powers, Subject to limitations of the Articles and Bylaws:
1. Appoint and remove two Vice Chairs and the Secretary of the Board
2. Nominating or move to remove Secretary General of the Foundation to the Board for approval.
2. Host Board Meetings
3. Sign or authorize representative(s) to sign any legal documents on behalf of the Foundation.
4. Supervise the Secretary General to execute the Board resolutions and action plans.
5. Submit the annual reports to the Board for approval.
f. The Chairperson can be removed by 2/3 of directors.
Section 14 Advisors to the Board
The Board may appoint advisors for the Foundation. Such advisors may participate the Board meetings, but do not have a voting right.
Article V Election and Impeachment of Board of Directors
Section 1. Time of Election
A general election for the Board of directors will be conducted in no less than 22 and no more than 26 months after the current board is elected.
Section 2 Conduction
The election will be conducted by the current Board, or by an election committee appointed by the current Board. The election ballots will be electronic mail ballot.
Section 3 Quorum
A quorum of an election shall be either one hundreds (100) voting members, or one-forth (1/4) of all eligible voting members, whichever is smaller.
Section 4 Selection
Those candidates who receive highest votes in the board election shall become a board member. If there are candidates cannot be selected due to the equal number of votes they received, the candidates who received the highest votes who can be determined being elected shall decide who will become the board member among these candidates who received the equal number of votes.
Section 6. Notification
. The election needs to be announced sixty (60) days in advance. The Board or the election committee must send the announcement at least three times, three days apart each time of sending, to all voting members whose email addresses shown in the latest records of the Foundation.
Section 7. Announcement of Candidacy
A candidate shall announce his/her own candidacy for the election by sending an email announcement to the election committee. The deadline of receiving any announcement of candidacy by the election committee is fifteen (15) days after the initial announcement of the election. Any announcement of candidacy received after the deadline will be invalid. The election committee will review and validate the candidate’s eligibility in 15 days after the deadline. The election committee shall publish the list of candidates on the websites of the Foundation and send the list to all voting members in no less than thirty (30) days before the election. The list of candidates shall be also sent to all voting members three times, three days apart each time, to all voting members whose email addresses shown in the latest records of the Foundation.
The candidates shall be listed alphabetically by Chinese Pinyin of their last name.
Section 8. Campaign Statement
on of Candidacy
ectorss.(Eor to the election committee together with his/her annoucement ion committee.ng meEach candidate shall send his/her campaign statement to the election committee together with his/her announcement of the candidacy. The statement should be text only and no more than 200 words. If the statement is longer than 200 words, only the first 200 words will be kept in the list of candidates. The statement is allowed to be inserted only one URL address at the candidate’s choice. The statement shall not be allowed to change after the list of candidates is announced to the public.
Section 9. Impeachment
Impeachment of a director of the Board may be initiated by at least 10 voting members and endorsed by more than one half of the voting members who participated the election of the director to be impeached, or by two-third (2/3) of Board directors, and the board shall call a voting for impeachment. A director of board shall be impeached by two-third of all authorized directors.
Article VI. Secretary Department and Secretary General
Section 1. Secretary Department
The Secretary Department is the execution branch of the Foundation. The Secretary Department shall conduct daily activities and operations on behalf of the Foundation under the direction and control of the Board of Directors.
Section 2. Secretary General
a. The Secretary General is the head of the Secretary Department in charge of daily operation of the Department.
b. Hire and Removal of the Secretary General
The Secretary General is hired and can be removed by the Board of Directors. The Chairperson shall nominate or move to remove the Secretary General and approved by the Board through voting.
The Duties of Secretary General
Manage to execute the Board resolutions and action plans
Assist the Chairperson to host Board meetings
Submit annual budget and annual report to the Board for approval
Provide project plans and initiatives to the various committees or the Board for review and approval
Unconditionally assist and furnish inspections from Board directors and the Treasure of the Foundation.
The Powers of Secretary General
The Secretary General may nominate Vice Secretary General for approval from the Chairperson of the Board.
The Secretary General may hire and fire any employee of the Foundation other than the Treasure of the Foundation and the Vice Secretary Generals whose selection procedures is defined in Section 2-d-1 in this Article.
c. Vice Secretary Generals
The Secretary Department may have Vice Secretary Generals reporting to the Secretary General. The Vice Secretary Generals shall be nominated by the Secretary General and approved by the Chairperson of the Board.
Article VII Treasure and Finance managers
Section 1. Hire and Removal of the Treasure
The candidacy of the Treasure is recommended by the “Financial Committee” of the Board, nominated by the Chairperson and approved by the Board. The removal of the Treasure is initiated by the “Financial Committee” of the Board, moved by the Chairperson and approved by the Board.
Section 2. A Board Director as the Treasure
If the Board deems necessary, a Board Director can serve as the Treasure in lieu of a hired employee. The candidacy of the Treasure is nominated by the Chairperson and approved by the Board.
Section 3. Duties and Powers of the Treasure
a. The Treasurer is the chief financial officer of the Foundation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Foundation. The books of account shall at all times be open to inspection by any director.
b. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Foundation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Foundation as may be ordered by the Board, shall render to the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Foundation, and shall have such other powers and perform such other duties as may be prescribed by the Board.
c. The Treasure shall provide quarterly and annual financial report to the Board.
d. The Treasure shall propose the financial authorization and operation procedures and regulations to the Financial Committee of the Board for approval.
e. The Treasure may hire and fire finance managers and any staff in finance department.
Article VIII Award Procedure:
All USTCAF awards, no matter the source of funding is the general fund,
or any private fund (see Section 4 of this Article VIII), must be approved by the Board. In general, the Board would approve the award criteria and the awardees selection made by a private group whose USTCAF sub fund covers the award, unless there is a concern, such as negative recommendations from USTC when verifying applicants' materials, or narrow selection base which may cause frauds, or possible discrimination in criteria or selection.
In a normal situation, a sub fund must submit a description and criteria
of a new award to the Board six months in advance before the
award can be issued.
Section 1. Awards Establishment and Termination:
The Board may decide to add new award or cancel existing awards, subject to the mission of the Foundation. Depending on the availability of fund and circumstances, the Foundation can decide additional criteria for scholarship or award recipients. The Foundation will announce said additional criteria before the application procedure starts.
USTCAF will also sponsor awards set up by private groups (see Article
VIII-Section 4). Any new award and its selection criteria must to be consistent
with USTCAF mission and approved by the Board.
Current directors and directors served in the past two terms are not eligible for any award sponsored by USTCAF. The current employees of the Foundation are not eligible for any award.
Section 2. Fund campaign:
All donation forms and campaign letters under the name of the Foundation
must be approved by the Chairperson. All contributions must be payable
directly to "USTC Alumni Foundation".
Section 3. Fund-Raising Reports:
At least once a year, the Treasure or Secretary General shall present a list
of all contributions that year and a list of total contributions by each
person in the history, subject to contributor’s consent, which will be made available to all members. All fund transactions and their description would be listed on USTCAF website so that the fund balance can be checked at any
time by public.
Section 4. Private Fund/Scholarship:
A private fund/scholarship under USTCAF sponsorship and management may be set up within the Foundation subject to the Board approval. The sponsors of the private fund/scholarship have the right to set up their own awards and criteria, subject to the mission of USTCAF. Details of the private fund/scholarship will be specified in the contract between the sponsors of the private fund/scholarship and USTCAF. In general, the sponsors of the private fund/scholarship should be responsible for the fundraising; a certain percentage of the private fund will be charged by the Foundation as the management fee that is specified in the contract between the Foundation and the sponsors of the private fund/scholarship.
All such private funds and the general fund must be listed
on website for public to view. All funds are to be centrally
managed by a committee under the supervision of the Board,
according to a fund management guideline.
Article VIII Amendments of Bylaws
The Bylaws may be amended by the voting members at each election year by two-third (2/3) of the votes.
The Bylaws can also be amended by two-thirds (2/3) all authorized directors of the Board. The new Bylaws can be effective only after fifty
days of the amendment.