Bylaws of the University of Illinois Asian American Alumni Network

Article I. Name

The name of this organization shall be the University of Illinois Asian American Alumni Network (the "UIAAAN").

Article II. Affiliation

UIAAAN shall operate as an Affiliate Group of the University of Illinois Alumni Association (the "UIAA").

Article III. Principal Office

The principal office of the UIAAAN shall be located in the State of Illinois, and the UIAAAN shall at all times maintain an agent at the address of the principal office. The UIAAAN may also have offices at such other places, both within and without the State of Illinois, as the Board of Directors (the " Board") may from time to time determine.

Article IV. Objectives

UIAAAN strives for the betterment of the University of Illinois (the "UI") as an institution for education, public service, and social progress. The objectives of the UIAAAN shall be:

Section 4.1 To promote unity and maintain communications among UI Asian American alumni;

Section 4.2 To provide a voice for UI Asian American alumni regarding programming activities and projects at the UI;

Section 4.3 To address and advance issues of common concern to Asian Americans, for example, in higher education, the workplace, and the broader community; and

Section 4.4 To engage in any and all lawful activities necessary for, or incidental to, the foregoing purposes.

Article V. Membership

Section 5.1 Qualifications . Membership is open to all UI students, alumni, and current or retired faculty and staff who support the objectives of the UIAAAN.

Section 5.2 Admission and Good Standing. Individuals qualified for membership with the UIAAAN as defined in Section 5.1, shall be admitted as members upon request to the Board or submission of a completed membership application to the Board supporting the objectives of the UIAAAN. Individuals duly admitted as members of the UIAAAN shall be members in good standing.

Section 5.3 Privileges of Membership. All members are entitled to serve on the Board, to vote, and to enjoy the rights and privileges that the Board may establish.

Section 5.4 General Meetings . General meetings shall be held at such times as the Board may determine from time to time, but there shall be no less than one general meeting per year. The UIAAAN members shall be invited to any and all general meetings determined by the Board. The UIAAAN members shall have the right to introduce matters for consideration at general meetings.

Article VI. Dues

Section 6.1 UIAAAN Membership.

Dues for membership shall be determined on an annual basis by the Board of Directors. Dues shall be payable by January 1 of each year except for. Dues will be requested Dec. 1 for the following year.

Section 6.2 UIAA Membership. Members of the UIAAAN are encouraged, but not required, to become or remain members of the UIAA.

Article VII. Board of Directors

Section 7.1 Composition . The Board shall consist of four (4) Executive Officers, three (3) Directors, and any other Directors the Board may appoint as they deem fit pursuant to Article VIII. The Executive Officers shall be the President, Vice President, Secretary, and Treasurer. The Directors shall be the Director of Membership, Director of Programming, and Director of Technology. The Board shall promote the goals and interests of the UIAAAN.

Section 7.2 Responsibilities . The Board members of the UIAAAN shall have the following responsibilities:

(a) The President shall call meetings, serve as liaison to other university entities or persons (or designate someone in her/his stead to do so) and carry out other responsibilities typical of the executive officer of such an organization. The President shall make an annual report with the assistance of the other Executive Officers and Directors outlining significant highlights, accomplishments, and achievements to the membership and the UIAA by June 30 of each year.

(b) The Vice President shall assist the President, represent him/her in his/her absence, develop mutual beneficial working relationships with the UIAA and the greater UI community, and shall carry out other responsibilities typical of the Vice President of such an organization. At the President's request, the Vice President shall write an annual report.

(c) The Secretary shall assist the President, develop and facilitate an efficient and consistent method of communication with members, students, and other alumni, oversee the keeping of written records, including minutes of meetings, and shall carry out other responsibilities typical of the Secretary of such an organization. At the President's request, the Secretary shall write an annual report.

(d) The Treasurer shall assist the President, and oversee collection and stewardship of monies belonging or available to the UIAAAN, and shall carry out other responsibilities typical of the Treasurer of such an organization. At the President's request, the Treasurer shall write an annual report including an accounting of all monies belonging or available to the UIAAAN.

(e) The Director of Membership shall assist the President, develop and implement recruiting strategies to grow and maintain the membership through graduating seniors, new and senior alumni, and oversee the keeping of written records, including a membership list. The Director of Membership shall provide the UIAA with the UIAAAN's membership list in a timely matter. The Director of Membership shall serve as the chairperson of the Membership Committee. At the President's request, the Director of Membership shall write an annual report including a current membership list.

(f) The Director of Programming shall assist the President, and develop and/or improve budget neutral programs and activities for the UIAAAN members and recruits. The Director of Programming shall serve as the chairperson of the Programming Committee. At the President's request, the Director of Programming shall write an annual report.

(g) The Director of Technology shall assist the President, oversee the development, implementation, operation, monitoring, and evaluation of technology and technology applications necessary for the furtherance of the objectives of the UIAAAN, including but not limited to the UIAAAN website. The Director of Technology shall serve as the chairperson of the Technology Committee. At the President's request, the Director of Technology shall write an annual report.

Section 7.3 Qualifications . All Board members of the UIAAAN shall be regular members of the UIAAAN at the time of their election and through their terms.

Section 7.4 Terms . The term of each Board member of the UIAAAN shall be two (2) years. Board members of the UIAAAN may not serve more than two (2) consecutive terms in any Board position. In each term, at least one member of the newly elected Board of the UIAAAN must not have served on the Board the prior term.

Section 7.5 Election . Members of the UIAAAN in good standing, as defined in Section 5.3, may vote in elections for Board members. Elections may be carried out by electronic or written ballot.

Section 7.6 Duties of the Board . The Board shall make general policy decisions for the good of the UIAAAN, review and resolve any conflict of interest issues as arises, be responsible for general oversight of the organization, and engage in any lawful activities necessary or incidental to effectuating the objectives of the UIAAAN.

Section 7.7 Quorum . At all meetings of the Board, majority presence of the Board members, either physically present or present via telephone conference or similar means, shall constitute a quorum for the transaction of business. The act of a majority of the Board members present at a meeting where there is a quorum shall be the act of the Board.

Section 7.8 Voting Rights . All members of the Board may vote on all issues, except where a conflict of interest exists, in which case the member must recuse himself/herself from voting on the issue. Each Board member shall have one equal vote.

Section 7.9 Resignation. A Board member may resign at any time, such resignation to be made in writing and to take effect from the time of its receipt by the UIAAAN, unless some other time may be fixed in the resignation, and then from that date. Acceptance of the resignation by the Board shall not be required to make it effective.

Section 7.10 Removal . Any member of the Board may be removed for cause by a majority vote of the Board members. Any Board member subjected to such removal shall be informed by another Board member at least thirty days in advance of the vote.

Section 7.11 Vacancies . In the event any Board position is vacated by removal, resignation, death, or for any other cause, the Board shall appoint by majority vote a member in good standing of the UIAAAN, as defined in Section 5.2, to serve out the remainder of the term left by the vacating Board member.

Section 7.12 Campus Representation . Each term, the Board shall strive to have at least two of the three UI campuses-that is, UI in Urbana-Champaign ("UIUC"), UI in Chicago ("UIC"), and UI in Springfield ("UIS")-represented on the Board.

Article VIII. Committees

Section 8.1 Creation and Dissolution. Other than the Membership, Programming, and Technology Committees, the Board shall create, appoint, or dissolve committees as they deem fit. Such committees may include, but are not limited to, an advisory committee, bylaws committee, scholarship committee, mentorship committee, and the like. Each committee shall consist of at least one Director, as chairperson, and at least a majority of the committee members must be general members in good standing of the UIAAAN.

Section 8.2 Function. Any such committee as the Board shall create and appoint, shall provide recommendations for action to be voted upon by the Board and exercise such powers as provided by the Board.

Section 8.3 Committee Membership. Committee membership may be opened to members and non-members of the UIAAAN as the Board sees fit.

Section 8.4 Committee Directors . Where the Board creates a committee not already created in these bylaws (the "Bylaws"), the Director of that newly formed committee and any subsequent Director of that committee shall sit on the Board as a Board member, and be entitled to all the same rights and privileges, and subject to the same responsibilities and obligations of Board members under the Bylaws. The Director shall also act as chairperson of that committee.

Section 8.5 Terms . The term of any newly created Director shall be two (2) years, or of a duration determined by the Board.

Section 8.6 Removal, Resignation, Vacancies . Any Director may be removed for cause by a majority vote of the Board members, provided that the Board provide the committee chairperson with thirty (30) days notice in advance of the vote. Any committee member, except the Director, may be removed for cause by a majority vote of the members of the subject committee. Any committee member subject to such removal shall be informed by the Director of the subject committee. In the event any committee Director position is vacated by removal, resignation, death, or for any other cause, the Board shall appoint by majority vote a member in good standing of the UIAAAN to serve out the remainder of the term left by the vacating Committee Director.

Article IX. Satellites

Section 9.1 Creation. The Board may establish or approve the formation of UIAAAN networks in distinct regional or geographic areas outside of the UIAAAN's main area of operations, where a group of UI alumni express a firm desire and commitment to further the UIAAAN's objectives.

Section 9.2 Name. A network as described in Section 9.1 is to be referred to as a "Satellite" organization of the UIAAAN.

Section 9.3 Satellite Operations. The Board may establish guidelines and procedures governing Satellite operations, and may require that Satellite operators abide by such guidelines and procedures.

Article X. Dissolution

Section 10.1 Distribution of Assets . In the event of dissolution of the UIAAAN, any and all remaining assets shall be given to the UIAA or the UIAAAN's successor group, after paying or making provisions for the payment of all debts, obligations, liabilities, costs, and expenses of the UIAAAN.

Article XI. Amendments

The Bylaws of the UIAAAN may be amended by a majority vote of the Board.

Article XII. Liability and Indemnification

Section 12.1 Liability . The assets of the UIAAAN shall alone be liable in law or in equity for any and all debts and liabilities of the UIAAAN, and each Executive Officer, Director, employee, or agent of the UIAAAN (each, a "Covered Person," and collectively, "Covered Persons") shall not be personally liable for the debts, liabilities, or obligations of the UIAAAN. The personal liability of a Covered Person is hereby eliminated to the fullest extent permitted under the law. Neither the amendment or repeal of this Article, nor the adoption of any provision of these Bylaws inconsistent with this Article shall adversely affect any right or protection of any Covered Person existing at the time of such amendment, repeal, or adoption.

Section 12.2 Indemnification . Every Covered Person shall be indemnified by the UIAAAN and the UIAA against all expenses and liabilities (including legal counsel fees) reasonably incurred or imposed upon such Covered Person in connection with any threatened, pending, or completed action, suit, proceeding, or claim to which he/she becomes involved, as applicable, by reason of his/her being or having been an Executive Office, Director, employee, or agent of the UIAAAN, as applicable, or any settlement thereof, unless there is final, non-appealable judgment that such Covered Person is liable for gross negligence, willful misconduct or fraud in the performance of his/her duties in connection with the UIAAAN. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be an Executive Officer, Director, employee, or agent of the UIAAAN and shall inure to the benefit of the heirs, executors, and administrators of such person. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights which such Covered Person is entitled to by operation of law, in equity, or by contract.

Article XIII. Notice of Non-Discrimination

The UIAAAN does not and will not discriminate on the basis of race, gender, age, religion, veteran's status, income, national origin, sexual orientation, gender identity, physical disability, or family status, except that it may designate scholarship funds specifically for students of Asian American identity.

Article XIV. Declaration of non-profit status for IRS purposes

The UIAAAN is organized exclusively for charitable and educational purposes within the meaning of Section 501 (c)(3) of the federal Internal Revenue Code.

Unknown whether the UIUC and/or federal/state laws allow restricting scholarships by "Asian American identity"


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