Resolutions

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.