BYLAWS of USTC ALUMNI FOUNDATION

(1/5/1997)

Article I

 Section 1. Name:
  The name of the organization is the University of Science and Technology 
  of China Alumni Foundation, hereinafter referred to as "USTCAF". 
  The University of Science and Technology of China will be abbreviated 
  as USTC in this document.  

 Section 2. Nature:
  The USTCAF is a non-profit organization.  All members of the
  USTCAF work voluntarily.  The USTCAF is independent of USTC.
  The USTCAF is independent of any USTC alumni association.

 Section 3. Versions:
  There are two versions, in Chinese and in English, of bylaws for the 
  USTCAF.  Whenever there is an inconsistence,  the Chinese version
  will be enforced.

 Section 4. Address:
  Registered Office.  The registered office of the USTCAF within
  the State of Delaware shall be at 901 Rahway Drive, Newark, DE 19711.

 Section 5.  Other Offices:
  The USTCAF may also have offices other than said registered office
  within the United States and around the world.

Article II

 Section 1. Mission:   
  The foundation is to enhance excellence among the members of USTC, which
  includes both a highly selective student body and a prestigious faculty.

 Section 2. Goals and Scholarships:
  a. Provide a scholarship to the most outstanding high school graduates
     in China to attend USTC. The name of the scholarship name "USTC
     Alumni Outstanding New Student Award". He/she must fulfill at least 
     one of the following three requirements:
     1) scoring within the top one hundred in his/her province on
        his/her National High-Education Entrance Examination; 	or 
     2) being a winner of national/international high school student
	competition in math, physics, chemistry, or other major academic
	field, within the last two years of high school education; or
     3) scoring within top 5% of all new USTC students in the National 
        High-Education Entrance Examination. 

  b. Assist USTC to recruit the best faculty members working or giving 
     lectures in USTC.

  c. Provide award to people making significant, recognized achievement in
     promoting scientific exchange programs between USTC and universities
     in the USA and other countries. We especially encourage USTC alumni in 
     US and other contries to carry out joint reseach with current USTC 
     faculty members. 

  d. Provide a scholarship to the best graduates of USTC to assist them
     going to good graduate schools in the USA and world.

  e. Provide a scholarship to the best college graduates around the world
     (including USA), excluding those from USTC, to attend USTC for their 
     graduate studies.

  f. Depending on the fund availability and circumstances, USTCAF can decide 
     additional criteria for scholarship or award recipients. USTCAF will 
     announce these additional criteria before the application procedure 
     starts.

Article III

 Section 1. Organization:
  The USTCAF shall have a Governing Board (GB) consisting of no less 
  than ten, but no more than 20 members.  These members are called
  directors.  The important decisions must be made by the Governing Board 
  meetings.  

  The USTCAF shall have a three-member executive committee (EC), 
  consisting of a chairperson, a vice-chair, and a secretary, and several
  other standing committees in charge of various functions/areas. 
  Standing Committees include Membership/Alumni Services, Fund-raising, 
  Finance, Publicity, Communication, USTC Liaison, and Scholarship.

  The Chairperson, Vice-chair, and directors of subcommittees are
  appointed by the Governing Board, and they are usually directors of
  the Governing Board.

 Section 2. Executive Committee:
  a. The EC supervises the management,  represents USTCAF externally, 
     solves urgent problems, and sets agenda for the board (GB) meetings.
  b. The EC shall follow the bylaws and execute the resolutions 
     of the GB.  After vetoing any resolution made by the GB, a written 
     report must be prsented to the GB's next meeting.    
  c. The EC must file a report on daily operations once every two months.
  d. The EC is responsible to deposit fund raised by the
     USTCAF into a bank and to co-sign all checks.
  e. The EC is responsible to record all contributions, 
     member lists, and all expenditures.
  f. EC can invite observers to attend GB meeting and monitor GB email
     discussion. However, the observers can not vote. 
  g. Vice-chair will serve as acting chair at Chairperson's absence.
  h. Chairperson is the official spokesperson for USTCAF. He/she can 
     authorize any other officer or board member to represent him/her 
     externally. 
  i. Chairperson and other leaders of USTCAF are forbidden to conduct 
     any political, business and other activities under the name of 
     USTCAF inconsistent with the mission of USTCAF.

 Section 3. Procedures:
  a. The Governing Board is elected by members of the USTCAF.  The 
     procedure is defined by Article III4. The term of the Governing 
     Board is one-year.  Only those who have been members of the
     USTCAF for six months or more are qualified to be the members
     of the Governing Board.  All directors of the Governing Board must have
     electronic mail access.
  b. Any member of the Governing Board can send a petition to the EC for
     a board debate on his/her proposal, usually,  by electronic mail.   
     The voting deadline must be at least seventy two hours after the call.
     A quorum needs two-third of directors.  A passing resolution needs
     two-third votes.  Only the Chairperson or three Governing Board 
     members can initiate such debates and votings.
  c. The Chairperson is elected by the Governing Board.  Only those
     directors of the Governing Board are qualified for the Chairperson.
     The term for the Chairperson is one year which is understood not 
     less than ten months, but not more then fourteen months.  No one
     is to hold the Chairperson position for two consecutive terms. 
  d. Upon an impeachment of two-third directors of the Governing Board,
     the Chairperson is to step down in fifteen days.
  e. Any officer can resign from the GB, the EC, or other subcommittees
     provided a notice of resignation seven days in advance.
  f. Any officer can be dismissed by 2/3 directors of the Governing Board
     at anytime. 
  g. Committee chair's term is one-year and there is no term limit.
  h. Every GB member must report to the Chairperson by email once every 
     other month either by contacting the Chairperson directly or participating
     discussions at GB email list.  A GB member can be dismissed by the EC if 
     he/she fails to report for more than 4 months.

 Section 4. Election:
   A general election for the Governing Board will be conducted between 
   November each year and February the next year by mail and electronic mail 
   ballot.  The election will be conducted by the current Governing  
   Board, or by members appointed by the current Governing Board.  A 
   quorum needs one-forth of members.  The election needs to be 
   announced thirty days in advance.  All nominations must be submitted
   to the election committee at least seven days before the election.   
   Board members that have served only one year are encouraged to be 
   self-nominated or nominated by others for a consecutive term to ensure 
   continuity of USTCAF policies.


 Section 5. Membership:  
   a. Founding members are alumni and teachers of USTC.  
   b. Regular membership expires each year.
   c. Life-time members are eligible for all future votings.
   d. Payment of annual dues one hundred days prior to the election is a 
      a prerequisite to being a voting member.
   e. The amount of dues is set by the GB.  It may change each year. 
   f. The EC shall be responsible for collecting the dues and
      keeping membership records up-to-date. The collected dues and records 
      shall be kept by the Governing Board as well.
   g. Any financial contribution from one individual to the Foundation is 
      considered as a membership payment.
   h. The account summary shall be presented to the GB and public at least
      once every two months.
   i. Life-time membership due for 1997 is US one hundred twenty five dollars.
      Regular membership due for 1997 is US fifteen dollars.
   j. Unless specified by contributors, those who donate more fund than the
      membership due will be listed as members automatically.
   k. The Foundation keep 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 7. Member meetings: 
   Only the GB can call the general member meetings.  Members can submit 
   proposed agenda items to the Chairperson or the directors of the GB.  
   Announcement of the general member meeting including the agenda will
   be sent to all members no later than seven days before the meeting.  
   A quorum needs one-third of members in such a case.  Any resolution
   needs two-thirds for-votes. Such meetings are rare.

 Section 8. Minutes: 
   Minutes of the meeting shall be prepared by the chairperson of the 
   meeting and shall be distributed within two weeks after the meeting.
   Records of the approved minutes shall be kept by the EC.

Article IV

 Section 1. 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".   To make checks payable to any 
   fund raising member is illegal.

 Section 2. Expenditures:
   Guaranteed eighty five percent of fund will go to the scholarships.  
   Salary or work compensation for USTCAF officers/directors of the board
   is forbidden.  Expenditures for fund raising parties will never be paid
   by USTCAF.  Such expenditures must be paid by the party members only,  
   not from the checks payable to the Foundation. Any expenditures 
   inconsistent with the mission of USTCAF are forbidden. 

 Section 3. Regional subcommittees:
   All members are encouraged to form local subcommittees for the 
   Foundation.   A regional subcommittee will be expelled from the
   Foundation if it collects its own member dues, or its own fund.
   The Chairperson shall make decisions to dismiss any regional subcommittee
   if its policy disagrees with that of the Foundation.

 Section 4. Financial reports:
   At least once a year,  the Bookkeeper(secretary) needs to present a list 
   of all contributions that year and a list of total contributions
   by each person in the history,  which will be sent to every member
   as a form of receipt.

 Section 5. Private Scholarship:
   Anyone who wishes to set up private scholarship under USTCAF sponsorship 
   and management is welcome to do so. In general, the organizers of the 
   private scholarship should be responsible for the fundraising; a certain
   percentage of the private fund will be paid to the general fund; the
   organizers of the private scholarship have the right to set up their own
   criteria within the mission of USTCAF. Details of the private scholarship
   will be regulated by the guideline for private scholarship and the contract
   between the organizers of the private scholarship and USTCAF.

Article V

 Section 1.  Amendments:
   The Bylaws may be amended by member meetings specified by Article III-7.
   The Bylaws can also be amended by two-thirds for-votes of the Governing 
   Board.  However the new Bylaws can be effective only after fifty 
   days of the amendment.