About Us

Proposal of Transferring Total Donation to YI, Bing Fund

Note:This Proposal should be approved by 2/3 USTCAFGB 2009 members. Please cast your vote no later than Wednesday, June 10th of 2009.

Note on June 16 2009. The company arranged for another means of giving donations to YI Bing, not via USTCAF.

January 6th, 2010

Note: AF is a shorthand name for USTC Alumni Foundation (USTCAF);

GB stands for the governing board of USTCAF. GB2009 refers to the governing board elected in February, 2009, which consists of 20 members.

1. Background

GB2009 passed a new version of Bylaws for USTCAF during August 2009 (2009 Bylaws) in the hope to achieve higher operational efficiency, to bring formality and better structure to the organization.

In December 2009, a few former GB members, including Mr. Xun Li, Mr. Dongzi Liu and etc., pointed out that some changes and definitions in the new Bylaw may conflict with the spirit of the previous Bylaw (2003 Bylaws) and potentially might not totally comply with the corporate laws mandated in Delaware State, which the AF is formally registered as a non-profit organization. On December 28th 2009, Mr. Li, Xun filed a lawsuit against the USTCAF challenging the legitimacy of GB2009 and therefore the lawfulness of the 2009 Bylaws.

GB2009 had been very careful in the process of revising the Bylaws and had taken great efforts to make sure that the new Bylaws comply with the Delaware State laws. However, members of GB2009 do not possess the specific expertise to be absolutely sure on all the legal issues. On the other hand, in order to maintaining the traditionally near-zero operational cost, following the tradition of the past revisions of the bylaws, GB2009 did not retain legal professionals reviewing the Bylaws before the Bylaws were passed.

2. Resolution

Under such a situation, it is GB2009’s fiduciary duty to retain legal professionals to review the 2009 Bylaws to make sure the Bylaws are in total compliances with the US federal and Delaware State corporate laws.

Hereby, GB2009 decided to take the following actions:

1. GB2009 will retain professional corporate attorneys from reputable US law firms to review the Bylaws 2009 to make sure they are complying with all required federal and State laws, this task will be performed by the newly formed ad-hoc legal committee within 2009 GB (please refer to GBR-2010025);

1. GB2009 will setup a special sub-fund, “Professional Service Sub-Fund”, to collect donations from AF members to cover the cost incurred for the legal reviewing process so that the master fund of USTCAF will not be used for such purpose.

1. GB2009 will suspend the 2009 Bylaws as soon as this resolution is passed and the coming GB election in 2010 will be governed under 2003 Bylaws; During the time period, which starts from the moment this resolution becomes effective and ends at the moment that GB2010 passes another resolution on USTCAF's final action towards 2009 Bylaws, USTCAF will operate under the 2003 Bylaws.

1. Given the fact that the term of GB2009 will shortly conclude, GB2009 decide to let the coming GB elected in 2010 to determine the final action that AF should take on the 2009 Bylaws reviewed by the legal professionals.

3. Bill of Conflicts

Were there any conflict on the content of this resolution, USTCAF will reserve the final rights to interpret this article. The decisions made by GB on matters related to 2009 Bylaws are final.

4. Exemptions

Any exemption from the guidelines listed in this article or modifications concerning this matter will need to be approved by at least 2/3 GB members.

January 5th, 2010

Note: AF is a shorthand name for USTC Alumni Foundation (USTCAF);

GB stands for the governing board of USTCAF.

1. Background

On December 28th 2009, Mr. Li, Xun raised a lawsuit against the USTCAF GB2009 challenging its legitimacy. Please see attached letter from court for details

2. Resolution

In response to this challenge, USTCAF GB2009 decided to form a legal committee to take charge of all legal matters associated with this lawsuit as a result of the board meeting held on January 1st 2010 EST.

The legal committee consists of the following six members from the USTCAF GB2009: Xuejun WU, WeiJia WANG, Xiaohua ZHNAG, Hua JIANG, Xiaogang CHEN, Tian XUE.

In order to make sure that our following decisions comply to the US federal and Delaware State laws, USTCAF GB2009 decided to seek professional legal assistance from a well respected law firm (to be determined and announced as soon as the legal committee makes the final choice), including reviewing of the bylaw proposed by GB2009, negotiation with the attorney of the plaintiff and possible appearance in court (even though, GB2009 and the legal committee will strive the hardest to avoid such a result).

There will be cost incurred from the professional legal assistance. Although GB2009 tries to minimize the operational cost, in view of the currently unfortunate development and in order to avoid any delay in legal response, GB2009 decides to approve this legal cost and to authorize Shangyou ZHANG to send necessary legal fee to the chosen attorney in a timely manner. GB2009 may set up a special fund accepting pledges for the legal cost if the majority GB2009 members vote so. The Chair of GB2009 will notify Shangyou ZHANG about the exact number of fee and the time it should be sent. No other resolution is needed for each such transaction, but GB2009 and Shangyou ZHANG should formally record every transaction clearly, openly and separately for accounting purpose.

3. Bill of Conflicts

Were there any conflict of interests, AF will reserve the final rights to interpret this article. The decisions made by GB on matters related to set up the legal committee and to handle the legal fee are final.

4. Exemptions

Any exemption from the guidelines listed in this article or modifications concerning this matter will need to be approved by at least 2/3 GB members.

January 15th, 2010

Note: AF is a shorthand name for USTC Alumni Foundation (USTCAF);

GB stands for the governing board of USTCAF. GB2009 refers to the governing board elected in March, 2009.

1. Background

USTCAF’s finance and accounting operation has been managed by AF’s treasurer, Mr. Shangyou Zhang since it incorporated in 1995. USTCAF is approaching its 15 year anniversary and has cumulated donations surpassing 2 million USD. The financial transparency and management, investment policy and management, as well as its variety taxation issues have become growing concerns for some of USTCAF’s members. As a matter of fact, USTCAF’s accounts and financial management procedures have not been audited or reviewed by any independent professional accounting firm since its inception.

2. Resolution

USTCAF GB2009 would like to request that the AF treasurer, Mr. Shangyou Zhang, engage an independent creditable accounting firm to conduct a full audit for the fiscal year of 2009 and provide professional guidelines for USTCAF’s financial management in the future as well. This audit must be performed before the USTCAF 2009 tax form be filed to the IRS. GB2009 would also like to recommend having an annual audit for future years.

The treasurer should release or make it available of the full auditing report to all of USTCAF members within one week after the auditing report will be officially available to him.

The auditing related expenses should be covered by either the operation and the professional service sub-funds, or the general fund of USTCAF.

3. Bill of Conflicts

If there be any conflict of interests, AF will reserve the final right of interpretation of this article. The decisions made by GB on matters related to professionally auditing the finance of USTCAF for fiscal year 2009 are final.

4. Exemptions

Any exemption from the guidelines listed in this article or modifications concerning this matter will need to be approved by at least 2/3 GB members.