Resolutions

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.

Resolution for AF’s Endorsement of the Suzhou Declaration

Note: USTC stands for University of Science and Technology of China; AF stands for University of Science and Technology of China Alumni Foundation (USTCAF); GB stands for the governing board of USTCAF. The usage of AF or GB is exclusive in this resolution article, and any other interpretations are not acceptable.

1. The background:

On June 7th, 2008, the USTC Alumni Association at Suzhou hosted a meeting in Suzhou, China to discuss the establishment of a globally united USTC Alumni Foundation (formal name to be determined. Hereinafter: UAF in this resolution only). The leaders of USTC Alumni Association at Suzhou, Shanghai, Beijing, Jiangsu, Hong Kong, Guangdong, and Shenzhen, as well as the leader of USTC Initiative Foundation attended this meeting. The representatives of USTC Alumni Association at Silicon Valley of United States and the USTC Alumni Foundation also attended this meeting. At the closure of the meeting, Suzhou Declaration was proposed (see the attachment) and it called for the endorsement from global USTC Alumni Associations.

1. The goal:

Endorsement of the Suzhou Declaration (hereinafter: The Endorsement), hence to express a goodwill of AF to support the establishment of the UAF, which is expected to consolidate all the alumni resources and to serve USTC and its alumni in a united voice.

1. The procedure:

AF will form a specific committee (hereinafter: The Committee) to oversee the future development of the proposed UAF, to actively contribute to the drafting of its bylaws and to play a leadership role in the entire process of establishing the UAF. “The Committee” will report to GB periodically. “The Committee” will automatically dissolve one year after the conclusion of the resolution. GB reserves the rights to reorganize, extend, and terminate “The Committee” at any time. GB also reserves the right to withdraw from “The Endorsement” at anytime.

1. Bill of conflicts:

AF is the only organization to interpret “The Endorsement” resolution.

1. The exemptions:

Any exemption from “The Endorsement” resolution article needs the approval of two thirds of the GB members.

Author: Xiaohua Zhang

Sponsors: Daniel Zhao, Chengyu Jiang, and Alex Mou

苏州宣言（草案）

——发起中国科学技术大学校友基金会(暂定名)的倡议书

2008 年6 月7 日，中国科学技术大学苏州校友会、北京校友会、上海校友会、江苏校友会、

广东校友会、深港校友会、香港校友会、硅谷校友会、海外校友基金会（USTCAF）和校友

新创基金会等全球相关校友组织负责人或代表在苏州市人民大会堂召开校友基金会筹备会

议（以下简称苏州会议）。

多年来，海内外校友以情系母校、薪火传承的精神推动中国科大发展。早在1995 年，海外校友开创性发起了完全由志愿者运作的组织——中国科大海外校友基金会（简称USTCAF）。USTCAF 以民主、透明的模式尝试校友基金的努力，在海内外校友享有盛誉。

2006 年，中国科大校友新创基金会（简称新创基金会）开始运作。作为USTCAF 的传承与发

展，新创基金会团队正以实质性资助，在招生与学生培养、师资队伍建设等关键方向力促科

大发展做出有力尝试。新创基金会的郭沫若奖学金、口述校史、招生专项基金、“新创讲席

教授”等项目部分初见成效。新创基金会代表专业团队，通过可操作途径筹集校友基金的崭

新实践。

2008 年，改革开放走过三十年光辉历程；同时中国科学技术大学即将迎来创办五十周年大

庆。“科教报国五十年”，中国科大书写了一部坎坷与荣耀交织的传奇。喜庆之时，出席苏

州会议的各地校友会代表一致同意，全球校友为中国科大建立统一、专业的校友基金的时机

已基本成熟。出席苏州会议的各地校友组织代表一致同意并呼吁：

1）我们应发起中国科学技术大学校友基金会（暂定名）。认同并签署苏州宣言的科大校友基

金组织将整合到中国科学技术大学校友基金会旗下，有效凝聚校友资源；以同一声音、同一

品牌出现，以便在条件成熟时多方面拓展资金来源，争取成长为教育基金会，参与中国未来

可期望之教育改革，迎接中国科大新的五十年。

2）中国科学技术大学校友基金会由各地校友组织民间发起，以专业团队运作，与中国科学

技术大学保持“合作但独立”的关系。

3）出席苏州会议的校友组织是中国科学技术大学校友基金会的倡议发起方。倡议发起方负

责人或代表在2008 年6 月8 日草签苏州宣言。各倡议发起方将以理事会（或决策机构）通过决议文形式正式签署苏州宣言；

凡在此基金会正式成立前签署苏州宣言的校友组织和代表，均视为发起方，我们热诚

邀请海内外的中国科学技术大学各地校友会加盟发起方，共襄盛举。

4）中国科学技术大学校友基金会的宗旨为：推动中国科学技术大学创办世界一流大学的进

程；有效促进中国教育体系变革，重塑中国大学精神。

5）中国科学技术大学校友基金会的章程、组织架构和战略规划将在后继筹备会议中凝聚校

友智慧商定。中国科学技术大学校友基金会第二次筹备会议暂定在上海召开。

苏州宣言（草案）签署页

校友组织 负责人或代表签名日期

中国科技大学苏州校友会

中国科技大学江苏校友会

中国科技大学北京校友会

中国科技大学上海校友会

中国科技大学广州校友会

中国科技大学深港校友会

中国科技大学香港校友会

中国科技大学硅谷校友会

中国科技大学海外校友基金会代表

中国科技大学校友新创基金会

注：校友组织负责人或代表签署苏州宣言（草案）签署页，仅为草签协议。以该校友组织的

理事会（或决策机构）通过的决议文视为正式签署苏州宣言。__

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.

Resolution
GBR-2008021

Title
Marketing/Communication Operations

Content
1. Goals
1.1 In the spirit of better serving USTC and its global alumni community, AF
recognizes the advantages of improving and consolidating some of its marketing
communications (Marcom) activities.
1.2 The Marcom activities include
1.2.1 Web site design and maintenance
1.2.2 Drafting and distributing regular press releases and newsletters
1.2.3 Designing, printing and distributing brochures
1.3 The AF recognizes the quality of much of the Marcom work by USTCIF, and wishes
to obtain from USTCIF assistance in its Marcom operations.
1.4 The Marcom activities shall be limited to those that achieve the following
objectives:
1.4.1 Presenting a clear and strong positioning statement of the AF through all
media channels, such as the web site, newsletters, press coverage, etc.
1.4.2 Presenting a professional image of the AF in all of AF's external
communications, especially on the AF web site.
1.4.3 Facilitating the easy interaction between AF and it's existing and
prospective members.
1.4.4 Maximize the reach of the various forms of AF communications.
1.4.5 Maximize the impact of the various forms of AF communications.
1.5 We'll strive for a long term goal of, through a collaborative effort between the AF
and IF, establishing a user-friendly web-based platform to form a global online
community for all USTC alumni.

2. Organizational Structure
2.1 The GB executive committee shall appoint a sub-committee responsible for
marketing communications, within the beginning 3 months of each GB term.
2.2 This committee shall be called the Marcom committee. The executive committee
will act in places of such sub-committee until it is formed.
2.3 The Marcom committee shall consist of no less than 2 members.
2.4 Marcom committee's leadership structure can take one of the follow forms, for the
purpose of being flexible and reduced overhead.
2.4.1 The GB executive committee may appoint one person as the chair of the
committee.
2.4.2 The GB executive committee may decide not to appoint any chair person,
in which case the AF chair serves as the chair person of the Marcom committee.
2.4.3 The GB executive committee can dissolve the Marcom committee at any
time, and optionally at the same time make a new appointment according to the
rules above, once in any given time period of 3 months. This is to afford the GB
executive committee the due authority and to preserve to a degree the stability
of the Marcom committee.
2.5 The GB Executive Committee shall publish in writing, including sending to every
GB member, the goals for the Marcom committee to achieve, including:
2.5.1 Clarifications of the the previous section for the specific term of the
Marcom committee, and
2.5.2 Any additional goals beyond those outlined in the previous section.
2.6 The Marcom committee shall dissolve automatically at the end of a GB term.
3. Budget
3.1 The Executive Committee shall set the annual budget in a dollar amount for the
Marcom committee when it is appointed, or when the time covered by its current
annual budget elapses. This shall be called the "Annual Marcom Budget".
3.2 The amount of the "Annual Marcom Budget" should not violate the guidelines of
the AF by-law.
3.3 The "Annual Marcom Budget" covers the period of time starting from the first day
of the month when the Marcom committee is appointed, till the last day of the 12th
month.
3.4 An annual budget is only available to the Marcom committee, and ceases to be
available to anyone for any purpose after the dissolution of the Marcom committee.
3.5 When the Marcom committee engages a 3rd party service provider with a written
proposal, the proposal is considered to exceed the budget if there exists a possibility
that the payment terms contains an aggregate amount that exceeds the "Remaining
Budget" of the current year.
3.4.1 The "Remaining Budget" of a year is defined as the amount of the annual
budget, subtracted by previous payments for Marcom projects, further
subtracted by possible future payments in the current year under all of the
work-in-progress projects with agreements entered into by the Marcom
committee.
3.6 When the Marcom committee engages a 3rd party service provider without a
written proposal (see the Operational Procedures section for details), the
recommended payment is considered to exceed the budget if it exceeds the
"Remaining Budget" of the current year.
4. Operational Procedures
4.1 The Marcom committee is encouraged to procure services provided to us by
volunteers without compensation.
4.2 The Marcom committee is allowed to enter into fee-based agreements with 3rd
party service providers to assist in our Marcom activities (as defined section 1.2)
4.2.1 The service providers need to provide a written proposal with information
on deliverables, cost, and payment schedule before the Marcom committee can
enter into an agreement with one of them.
4.2.2 The Marcom committee can pledge monetary payments for service
provided in such agreement, but shall not pledge anything else on behalf of AF
without the approval of the Executive Committee.
4.2.3 If an intended project involves modifying a significant part of the AF web
site, a set of samples should be provided by the intended service provider
demonstrating the "look and feel" of the proposed changes. The samples need
to be approved by the Executive Committee before the Marcom committee can
enter into an agreement to procure services from the service provider.
4.2.4 For a given project, if the Marcom committee is not able to secure a
proposal from USTCIF as a service provider, it shall seek at least 2 proposals
from 2 independent service providers. The proposal shall contain a clearly
written statement of work, plus specific amount for the project and a payment
schedule.
4.2.5 The chair person of the Marcom committee is responsible for determining
the progress and quality of work for the service provider on a given project, and
is solely responsible for releasing payments according to the agreement with the
service provider.
4.2.6 The Marcom committee shall not enter into any agreement that may result
in payments that exceed the budget in any given period for which a budget is
set. (See previous section on budget)
4.3 The Marcom committee is specifically prohibited from making verbal or other
implicit commitments of payment for work performed by 3rd party service providers.
4.4 The Marcom committee shall not alter the key positioning statements on the AF
web sites or in any other medium without the approval of the Executive Committee.
4.5 The Marcom committee shall publish a report of its activities, especially spending
and budget related information, promptly after the completion of every 3-month
period starting from the effective date of the "Annual Marcom Budget".
5. BILL OF CONFLICTS
Were there any conflict of interests, AF will reserve the final rights to interpret this article.

Add'l info
Background
From its inception in 1995 until 2007, USTCAF has taken its place as the de facto alumni
foundation, soliciting donations from the global alumni community for the benefit of USTC,
its faculty, students and alumni. It has been one of USTCAF's fundamental tenets that
USTCAF shall employ no full-time staff, and solely rely on the volunteer services to support
its normal operations. The establishment of a separate Beijing-based USTC Initiative
Foundation (USTCIF), which employs full-time staff in addition to volunteers, has challenged
USTCAF to review its fundamental operation philosophies. It should be recognized that AF's
web site, in particular, could benefit from many improvements in terms of appearance and
ease-of-use, if dedicated staff were available to manage the project.
Therefore, it is the main objective of this resolution to improve certain AF marketing
communications activities, including the AF web site, by proactively soliciting cooperation
from USTCIF. It is also recognized by many on the 2008 GB that it is in the best interest of
the alumni organization, as well as both AF and IF, for the two organizations to collaborate
and cooperate more closely in at least some of their activities.
The authors of this resolution are hopeful that this could serve as a first step toward a closer
relationship between the organizations, which ultimately culminates in a sustainable model
of either a single or co-existing alumni foundations.
Revision History
* April 3, 2008: LI Xun edited the org structure section to allow for multiple leadership
structures of the committee.
* March 30, 2008: LI Xun edited the "Budget" section originally written by Xiaoxun.
* March 28, 2008: LI Xun filled in the "Background" section with text from Xiaoxun,
restructured and expanded the "Goals" section.
* March 27, 2008: LI Xun added the "Operational Procedures" section
* March 24, 2008: ZHU Xiaoxun produced the 2nd draft
* March 24, 2008: ZHU Xiaoxun produced the 1st draft

Author
ZHU Xiaoxun, LI Xun

Sponsors
DING Jian

Last Change
2008-04-14