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BY-LAWS

ARTICLE I: Offices

Section 1.1. Principal Office. The Governing Board (as such capitalized term is defined in Section 3.1 below) of the Asian American Alumni Association of Princeton (the “Organization”) shall fix the location of the Organization’s principal place of business in any location, as and when appropriate, within or outside Princeton University, Princeton, New Jersey. The Organization may have such other offices, either within or without New Jersey, as the Governing Board may designate or as the business of the Organization may require.

Section 1.2. Registered Office; Registered Agent. The registered office of the Organization may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Governing Board and in accordance with the applicable requirements (if any) of Princeton University. The Governing Board shall also designate and maintain a registered agent within the state of New Jersey when, if and to the extent required by applicable New Jersey law.

ARTICLE II: Membership and Meetings

Section 2.1. Membership. The eligibility for membership is set forth in the charter of the Organization. Each person eligible for membership may join the Organization either by registering on the University’s alumni network known as TigerNet under the discussion group known as “Asian-Alumni-Forum” or contacting the Membership Liaison (as such capitalized term is defined in Section 5.5 (5) below) or any person serving on the Governing Board (as such capitalized term is defined in Section 3.1 below). Upon registration and fulfilling any other requirement that may be in effect from time to time, such person shall become of member of this Organization (a “Member”).

Section 2.2. Annual Meetings. The annual meeting of the Members shall be held in Princeton, New Jersey on the last Saturday of February of each year at 2:00 P.M., or on such other day as may be designated as Alumni Day from time to time by the Alumni Council of Princeton University, for the purpose of electing representatives to serve on the Governing Board for seats that are then-vacant or will become vacant that year and for the transaction of such other business as may come before the meeting. If for any reason Alumni Day is suspended, is postponed, or otherwise does not occur, such annual meeting shall be held the next succeeding Saturday selected by the Governing Board in accordance with Section 2.3 below. Failure to hold the annual meeting at the designated time shall not constitute a forfeiture or dissolution on the Organization.

Section 2.3. Failure to Hold the Annual Meeting. If the annual meeting is not held at the designated time, the Governing Board may call the annual meeting at a time fixed by it not more than 60 days after such designated time by proper notice to the Members designating the meeting as the annual meeting. If the annual meeting is not held at the designated time or during the 60-day period thereafter, the annual meeting may be called by not less than 10 percent of the Members entitled to vote at the meeting. In such event, notice shall be given not more than 15 days after the expiration of such 60-day period. Such notice shall fix the time of the meeting at the earliest date permissible under the applicable notice requirements indicated.

Section 2.4. Special Meetings. Special meetings of the Members, for any purpose or purposes, may be called by the Governing Board and shall be deemed called by the Governing Board at the request of not less than 10 percent of the Members entitled to vote at the meeting. If any person or persons other than the Governing Board call a special meeting, the request shall be in writing specifying the time of such meeting and reasonable detail regarding the proposed agenda, the general nature of the business proposed to be transacted, and a description of the circumstances which require that a special meeting be called. The request shall be delivered personally or sent by registered mail or by facsimile transmission to the chairperson and secretary of the Governing Board. Upon receiving the request, the secretary shall cause notice of the meeting to be provided to the Members entitled to vote in accordance with Section 2.6 below.

Section 2.5. Place of Meeting. The Governing Board may designate a location on the campus of Princeton University as the place of meeting for any annual meeting or special meeting called by the Governing Board, as may be permitted by the Alumni Council or such other person or entity of Princeton University authorized to arrange an on campus location for the meeting. The Governing Board may designate any other place of meeting with prior notice to all Members entitled to vote at such meeting.

Section 2.6. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not fewer than 10 nor more than 50 days before the date of the meeting by or at the direction of the chairperson or the secretary of the Governing Board or the Members calling the meeting to the Members entitled to vote at such meeting. A posting made to the TigerNet list-serv known as “Asian-Alumni-Forum” (or any successor thereto) shall be deemed sufficient written notice. If for any reason a posting to “Asian-Alumni-Forum” is unavailable, written notice may be sent to the Members by individual email, personal delivery, or U.S. mail addressed to the Member’s address as such address appears in the records of the Organization. Such alternative method of giving notice of any meeting shall be recorded in writing in the official records of the Organization by the chairperson or the secretary of the Governing Board or any other person providing notice on behalf of the Organization, with such writing to include a brief description of the alternative method of notice. Any Member(s) may waive notice of any meeting in person, by email, by phone, by facsimile transmission, or by U.S. mail addressed to the chairperson or secretary of the Governing Board. Attendance by the Member at any meeting shall also constitute a waiver of notice of that meeting.

Section 2.7. Closing of Transfer Books; Record Date. For the purpose of determining the Members entitled to notice of, or to vote at, any meeting of Members or any adjournment of the meeting, the Governing Board may provide that the books shall be closed for a stated period not to exceed, in any case, 50 days. If the books of the Organization shall be closed for the purpose of determining the Members entitled to notice of, or to vote at, a meeting, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the books, the Governing Board may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than 50 days and, in the case of a meeting of the Members, not fewer than 10 days prior to the date on which the particular action requiring such determination is to be taken. If such books are not closed, and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of the Members, the date on which notice of the meeting is made shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting has been made as provided in this section, such determination shall apply to any adjournment of such meeting.

Section 2.8. Voting Record. The secretary or any such other officer(s) or agent(s) of the Governing Board having charge of the books for the Organization shall make, at least 10 days before each meeting, a complete record of the Members entitled to vote at such meeting, or any adjournment of such meeting, arranged in alphabetical order and by Princeton graduating class year, which record for a period of 10 days prior to the meeting shall be kept on file and subject to inspection by any Member at any reasonable time upon request. Such record shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any Member during the whole time of the meeting. The books of the Organization shall be prima facie evidence as to who are the Members entitled to examine such record or books, or to vote at any meeting. A list of the Princeton alumni registered on the “Asian-Alumni-Forum” list-serv on TigerNet shall be deemed a sufficient record of the Members entitled to vote. In addition, any Princeton alumnus/a is eligible to vote as a Member by appearing in person at such meeting or by proxy.

Section 2.9. Quorum. A majority of the Members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting. If less than a majority of the Members are represented at a meeting, a majority of the Members so represented may adjourn the meeting in accordance with Section 2.14 below. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave fewer than a quorum.

Section 2.10. Proxies. At all meetings of Members, a Member may vote in person, by proxy executed in writing by the Member, or by the Member’s duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Organization before, or at the time of, the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. A validly executed proxy, which does not state that it is irrevocable, shall continue in full force and effect unless (i) revoked by the person executing it prior to the vote by a writing signed by the Member and delivered to the Organization stating that it is revoked or by a subsequent proxy executed by the person executing the earlier proxy (such subsequent proxy effective as of the date it is delivered to the Organization) or by the Member’s attendance at the meeting and voting in person; or (ii) written notice of the death or incapacity of the maker of the proxy is received by the Organization prior to the vote.

Section 2.11. Voting. Each Member entitled to vote shall be entitled to one vote upon each matter submitted to vote at a meeting, except as otherwise provided in the charter of the Organization. The vote of a majority of the Members shall decide any question unless the charter of the Organization shall require the vote of a greater number. Notwithstanding any provision herein to the contrary, a written resolution of the Governing Board may authorize that a vote of the Members be facilitated through the “Asian-Alumni-Forum” list-serv on TigerNet; provided that: (i) the posting on “Asian-Alumni-Forum” clearly state (a) the matter to be decided, (b) the email address to which the votes shall be submitted, and (c) the closing date by which all votes by email must be received, and (ii) a majority of all votes logged with the secretary at the meeting together with all votes facilitated by the list-serv shall be deemed a valid decision of the membership.

Section 2.12. Consent Resolutions. Unless otherwise provided herein, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of the Members entitled to vote with respect to the subject matter of the action.

Section 2.13. Cumulative Voting. [Not applicable; intentionally omitted.]

Section 2.14. Adjourned Meeting. Any meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Members represented at the meeting, either in person or by proxy, but in the absence of a quorum, no further business may be transacted. If a meeting is adjourned, notice need not be given of the adjourned meeting if the time, date and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Governing Board shall set a new record date, and Members shall be notified in accordance with Section 2.6 above.

Section 2.15. Election Inspectors. Before any meeting, the Governing Board may appoint any persons other than the nominees for office to act as inspectors of election at the meeting or its adjournment. The number of inspectors shall be either one or three. Inspectors shall (i) determine the number of Members authorized to vote, the existence of a quorum, and the authenticity, validity and effect of proxies; (ii) receive ballots, votes or consents; (iii) hear and determine all challenges in any way arising in connection with the right to vote; (iv) count and tabulate all votes and consents; (v) determine when polls should close; (vi) determine the result of the election; and (vii) do any other acts that may be required to properly and fairly conduct the election.

ARTICLE III: Governing Board

Section 3.1. General Powers. The business and affairs of the Organization shall be managed by a board of governors elected by the membership (the “Governing Board”). Without limiting this general power, the Governing Board shall have the power and authority to: (i) select and remove all officers and agents of the Organization, prescribe their duties and fix their compensation (if any); (ii) change the principal executive office or the principal business office of the Organization, cause the Organization to qualify to do business in all jurisdictions where it is doing business (as, when, and if applicable), and designate locations within and without the state of New Jersey for meetings; (iii) determine the requirements for membership, including any annual dues (as, when, and if applicable); and (iv) enter into transactions on behalf of the Organization in furtherance of its duly authorized and approved purposes and activities.

Section 3.2. Number; Classification; Tenure.
(a) Number. The number of persons on the Governing Board (each such person, a “Governor”) shall be set forth in the charter of the Organization, as amended from time to time. Governors need not be residents of the state of New Jersey to serve.
(b) Classification. The Governing Board consists of Governors selected by election and by appointment:
(1) A minimum of five up to a maximum of 16 Governor seats is available by year of graduation as follows:
(A) All alumni from class years earlier than the then-preceding four complete decades of graduates shall be represented by the most senior member of the earliest class of the group, ex officio, who shall serve as a Governor without requirement for a vote; if such alumnus is unable or unwilling to serve, the seat shall be available to the next most senior member of the earliest class until an alumnus accepts the seat. This group of alumni shall be known as the “Roaring Tigers”.
(B) No less than one seat shall be reserved for a Governor to represent every decade of the then-preceding four complete decades of graduates from Princeton University and shall be elected by the Members at large (without regard to class year). Each of these four decades from earliest to latest shall be known as, respectively, the “Golden Bengals”, the “Silver Siberians”, the “Scratching Wildcats”, and the “Earning Stripes”.
(C) For any election occurring in a year other than the beginning of a decade, the Governing Board may appoint one or more Governors to represent the current decade of graduates. This category of alumni shall be known as the “Paw Prints”.
More than one Governor may represent a class decade group. In the event that the number of candidates in any election exceeds the number of available vacancies on the Governing Board, the then-incumbent Governors shall have the authority exercisable by a resolution of the Governing Board to determine the allocation of available seats by class decade. In determining such resolution, the Governing Board should consider the overall distribution of class decades among the Governors and its effect on the succession of leadership in subsequent years. For any candidate with multiple degrees from the University, such individual in his/her sole discretion may select the applicable year for purposes of service as a Governor. [An illustration of the classification of Governors follows— The adoption of these bylaws occurs in the year 2003. The then preceding four complete decades are the ‘60s, the ‘70s, the ‘80s, and the ‘90s. No less than one seat on the Governing Board is reserved for a graduate from each such decade to serve as Governor for any given term. For the Classes 2000, 2001, 2002 and 2003 (i.e. not a complete decade), the Governing Board may (but is not required to) appoint one or more graduates to serve as a Governor during current term.]
(2) A minimum of one seat up to a maximum of six seats shall be available for Advisors, without regard to class year, to serve on the Advisory Panel of the Governing Board (See Section 3.17 below); provided that, at any given time the number of Advisors serving shall not exceed a ratio of one Advisor for every three then-serving elected Governors described in Section 3.2(b)(1) above and in accordance with the charter. Except as otherwise expressly provided in these bylaws, an Advisor shall be a fully participating and voting Governor of the Governing Board. If any Advisor shall have been selected to serve more than one voting seat on the Governing Board concurrently in any given term year, the alumnus/a may elect in his/her sole discretion to serve in any one capacity or all capacities from time to time; in the event of any vote the outcome of which would be determined by such person, the alumnus/a shall clarify whether he/she is exercising one or more such votes and the secretary shall so note the vote(s) as such in the minutes.
(c) Tenure. Each Governor (except the Advisors) shall serve a term of two years beginning on July 1st and ending on the second succeeding June 30th; provided, however, that such term shall be deemed extended automatically until the Governor’s successor has been duly elected and qualified if for any reason a successor has not been elected at the annual meeting. The period between an election at the annual meeting (usually February) and the beginning of the term of office (July) shall be a period in which the outgoing Governors shall begin to work side-by-side with the incoming Governors and discuss issues of ongoing importance to the Organization for a smooth transition. Each of the outgoing Governors shall serve through the end of his/her term in June (or later if a successor has not been elected) and complete their outstanding commitments by that time. During the transition period, the incoming Governors should begin to meet and plan for their term officially beginning inJuly.

Section 3.3. Regular Meetings. A regular meeting of the Governing Board shall be held without further notice other than this bylaw immediately after, and at the same place as, the annual meeting. The Governing Board may provide by resolution the time and place, either within or without the state of New Jersey, for the holding of regular meetings without other notice than such resolution.

Section 3.4. Special Meetings. Special meetings of the Governing Board may be called by, or at the request of, any Governor. The person or persons authorized to call a special meeting of the Governing Board may fix any place, either within or without the state of New Jersey, as the place for holding any special meeting of the Governing Board called by him/her/them.

Section 3.5. Conference Call. Any regular or special meeting of the Governing Board may be by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other. Participation in such a meeting shall constitute presence in person at the meeting.

Section 3.6. Notice. Notice of any special meeting shall be given at least 10 days prior to such meeting by written notice delivered personally or mailed by U.S. mail or by email to each Governor at the Governor’s address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, properly addressed with postage prepaid. If notice is given by email, such notice shall be deemed to be delivered when sent through the internet service provider (unless an “error” or “bounced” or other message indicates delivery failure). A notice posted on the “Asian-Alumni-Forum” list-serv shall be presumed sufficient notice. Any Governor may waive notice of any meeting. The attendance of a Governor at a meeting shall constitute a waiver of notice of such meeting, except where a Governor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not duly called or convened. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the Governing Board need be specified in the notice of waiver or notice of such meeting.

Section 3.7. Quorum. A majority of the number of Governors then holding office shall constitute a quorum for the transaction of business at any meeting of the Governing Board. The number of Advisors (as such capitalized term is defined and further described in Article IV below) shall not be used to determine the minimum number of Governors required to constitute a quorum. If less than a majority is present at a meeting, the Governors present may adjourn the meeting from time to time in accordance with Section 3.14 below. Notwithstanding the foregoing, less than a majority of the Governors shall constitute a quorum provided that both of the following conditions are satisfied: (a) not less than one Advisor and three Governors, one each from a different class decade, attend any meeting of the Governing Board; and (b) a copy of the minutes of the meeting are sent to all Governors then holding office.

Section 3.8. Manner of Acting. The act of the Governors present at a meeting at which a quorum is present shall be the act of the Governing Board.

Section 3.9. Removal. All or any number of Governors may be removed, with or without cause, at a special meeting of the Members called for that purpose, by a vote of the majority of the Members then entitled to vote. However, if fewer than all of the Governors are removed, no one Governor may be removed if the votes opposed to such removal (if any) would be sufficient in number to elect such Governor if tabulated on a cumulative basis as if an election for the entire Governing Board were held.

Section 3.10. Vacancies and Resignations. Any vacancy occurring in the Governing Board may be filled by the affirmative vote of a majority of the remaining Governors, even though less than a quorum of the Governing Board, or by a sole remaining Governor. A Governor elected to fill a vacancy shall be deemed elected for the unexpired term of the Governor’s predecessor in office. Any Governorship to be filled by reason of an increase in the number of seats on the Governing Board shall be filled by election at an annual meeting or at a special meeting of Members called for that purpose, unless otherwise provided in the charter of the Organization. Any Governor (except an Advisor) who fails to respond to a notice of a meeting for three instances in succession shall be deemed a resignation and a vacancy that may be filled in accordance with this section [Explanation: The Governor must be responsive even if he/she cannot attend].

Section 3.11. Compensation. [Not applicable; intentionally omitted.]

Section 3.12. Presumption of Assent. A Governor who is present at a meeting of the Governing Board at which action on any business or other matter of the Organization is decided is presumed to have assented to the action taken, unless the Governor’s dissent shall be entered in the minutes of the meeting, or unless the Governor shall file his or her written dissent to the action with the person acting as the secretary of the meeting before the adjournment of the meeting, or unless the Governor shall forward such dissent by registered mail to the secretary of the Organization immediately after adjournment of the meeting. Such right to dissent shall not apply to a Governor who voted in favor of such action.

Section 3.13. Action by Consent. Any action that may be taken at a meeting of the Governing Board also may be taken without a meeting if made by consent in writing setting forth the action so taken and signed by a majority of all Governors then holding office.

Section 3.14. Adjournment. A majority of the Governors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place for holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the Governors who were not present at the time of adjournment.

Section 3.15. Standard of Care; Liability. Each Governor shall exercise such powers and otherwise perform such duties in good faith, in the matter which the Governor believes to be in the best interests of the Organization and its membership and with such care, including reasonable inquiry using ordinary care and prudence as a person in a like position would use under similar circumstances. In performing his/her duties, each Governor shall be entitled to rely on information, opinions, reports or statements, including financial statements or data prepared or presented by (i) one or more officers or agents of the Organization which the Governor believes to be reliable and competent; (ii) counsel, independent accountants or similar outside experts; or (iii) a committee of the Governing Board on which the Governor is not a member unless the Governor has reason to believe after reasonable inquiry that reliance on the report is not warranted.

Section 3.16. Officers. At the first meeting held after the annual meeting, the Governing Board shall select four officers from among the Governors—(i) a chairperson to administer meetings, (ii) a vice-chairperson to act as chairperson when or if the chairperson is unwilling or unable to preside or otherwise act as chairperson, (iii) a secretary to record attendance and minutes of meetings, and (iv) a treasurer to manage and administer the funds of the Organization. Such officers shall serve (either personally or by designating and supervising a delegate) as follows:
Chairperson: The chairperson shall be the principal executive officer of the Organization and subject to the control of the Governing Board. The chairperson shall supervise and control all the business and affairs of the Organization. Without limitation, the chairperson shall preside at all meetings of the Governing Board and the Members, perform all duties incident to the office of executive officer, and such other duties as may be prescribed by the Governing Board from time to time.
Vice-chairperson: The vice-chairperson shall act as the alternate for the chairperson. The vice-chairperson shall perform the function of chairperson whenever the chairperson is unwilling or unable to perform.
Secretary: The secretary shall (i) keep the minutes of all meetings of the Governing Board and the Members in one or more permanent books in hardcopy form maintained for that purpose; (ii) provide for the giving of notices required by these bylaws or by law (if, when, and as applicable); (iii) be custodian of the records of the Organization; (iv) keep a register of the name, class year, and mailing address of each Member; and (v) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the chairperson or the Governing Board.
Treasurer: The treasurer shall (i) have charge and custody of, and be responsible for, all funds and other assets (if any) of the Organization; (ii) receive, and give receipts for, moneys due and payable to the Organization from any source, and deposit all such moneys in the name of the Organization in such depositories as may be designated by the Governing Board from time to time; and (iii) perform all other duties incident to the office of treasurer and such other duties as may be assigned to him/her by the chairperson or the Governing Board. As of the date of ratification of these bylaws, an account for the Organization is maintained with the Alumni Council with withdrawals available to cover newsletter costs, postage and handling, receptions, and similar expenses; all contributions to such account should be made by check payable to “Princeton University - Account # 540-2004” and the treasurer shall coordinate with the appropriate contact person at the Alumni Council to ensure that an appropriate written acknowledgment is sent from Princeton University consistent with the practices for other donations to the University.
Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the Governing Board from time to time in its discretion. If for any reason an officer is unable or unwilling to serve at any time, the Governing Board may appoint an ad hoc officer to serve for the limited time until the affected Governor returns to service or until a replacement is selected. The same person may hold any two or more offices. More than one person may share any one office as co-officers.

Section 3.17. Advisory Panel. At the first meeting held after the annual meeting, the Governing Board may (but is not required to) nominate up to two distinguished alumni of Princeton University to serve on the Governing Board as Advisors on its Advisory Panel (as such capitalized terms are defined and further described in Article IV below). Each Advisor shall serve as a fully participating and voting member of the Governing Board, as further described in this Article III and in Article IV below.

Section 3.18. Committees. The Governing Board shall oversee the activities of the Standing Committees (as such capitalized term is defined and further described in Article V below), each consisting of one or more Governors. The Governing Board by resolution adopted by a majority of the Governors may designate one or more other committees, each consisting of one or more Governors, to serve at the pleasure of the Governing Board. Any such committee shall have the authority of the Governing Board, except with respect to (i) the approval of any action which by these bylaws requires a vote before the membership; (ii) the filling of vacancies on the Governing Board or any committee; (iii) the fixing of compensation (if any) for Governors; (iv) the amendment or repeal of bylaws or the adoption of new bylaws; (v) the amendment or repeal of any Governor’s resolution; or (vi) the creation of other committees of the Governing Board.

ARTICLE IV: Advisory Panel

Section 4.1. General Purpose and Powers. The Governing Board may appoint distinguished alumni of Princeton University to serve as advisors (each such person, an “Advisor”). The Advisors shall serve on an advisory panel (the “Advisory Panel”) not only as a resource for the Governing Board but also to provide guidance in carrying out the goals and direction of the Organization. Except as otherwise expressly provided in these bylaws, each Advisor shall be a fully participating and voting Governor of the Governing Board. The Advisors shall be nominated and selected by the Governing Board. In general, an alumnus/a who has exemplified distinguished achievement consistent with the purposes of the Organization may be considered for nomination.

Section 4.2. Number; Tenure. The number of persons that may serve as Advisors on the Governing Board shall be set forth in the charter of the Organization, as amended from time to time. Further detail regarding the qualifications and role of the Advisors shall be set forth in these bylaws, as amended from time to time. An Advisor need not be a resident of the state of New Jersey to serve. Each year the Governing Board may appoint up to two Advisors by nomination at the first meeting of the Governing Board after the annual meeting, followed by contact with the nominee(s) and such further deliberation as may be needed until an Advisor accepts the appointment. Each Advisor shall serve a term of up to three years beginning with his/her acceptance of the nomination and ending on June 30th of the year that is the third anniversary of the date of nomination.

ARTICLE V: Standing Committees

Section 5.1. General Purpose. To provide an efficient structure that will facilitate both adequate focus and continuity for the various possible activities of the Organization, the Governing Board shall sponsor a number of standing committees, as further described in this Article V. It is generally presumed that the number and breadth of activities for each standing committee will fluctuate over time, partly as a function of the interest among the Members and partly the timing and availability of resources. In any case, each standing committee is expected to make some steps of progress each year, no matter how small or large. Each standing committee represents a distinct topical or functional area. In some cases there may be some overlap and in many cases an event or activity might combine more than one area. The standing committees provide a forum for individual Members to assist with organizing activities for the Organization.

Section 5.2. Structure. Each Governor (other than an Advisor) shall be a member of one or more standing committees. Advisors may (but are not required to) join one or more standing committees. More than one Governor may join any given standing committee. As soon as practicable after the annual meeting, the Governor(s) shall initiate a meeting of each standing committee. The Governor(s) on a standing committee will organize one or more meetings until a leader for the committee emerges; if none emerges, the Governor(s) are presumed to lead the committee. The Governors may recruit one or more Members to join a committee. If for any reason a standing committee has no members, the Governing Board may appoint a Member to lead the committee. Each standing committee may appoint one or more committee mentors to provide guidance to the committee with the prior approval of the Governing Board.

Section 5.3. Reports. At the beginning of the term, each standing committee should identify a key objective and a proposed work plan for achieving the desired outcome. Each standing committee shall provide a report of its progress and activities at the annual meeting. From time to time, the standing committee shall provide progress reports to the Governing Board upon request. Final details regarding any event proposed by a standing committee shall be submitted in advance to the Governing Board (such submission, an “Event Proposal”). The Governing Board should promptly consider all Event Proposals for approval as is or for conditional approval with changes. Promptly after completion of a scheduled event, the standing committee shall provide a brief summary of the event for dissemination to the Members. Such summaries shall be distributed to the Members as a posting on the “Asian-Alumni-Forum” list-serv.

Section 5.4. Removal. Any standing committee may be removed by the Governing Board whenever in its judgment the best interests of the Organization will be served by such removal.

Section 5.5. Description. The Governing Board shall sponsor 11 standing committees, as further described below:
(1) Admissions and Recruitment. The standing committee on admissions and recruitment (the “Admissions and Recruitment Committee”) shall focus on examining the University’s policies and programs for the admissions and recruitment of high school students, especially as they relate to Asian Americans and Asians. The Admissions and Recruitment Committee shall probe questions of whether Asian Americans and Asians are treated fairly in the process with adequate regard for academic and nonacademic qualifications and the diversity of the student body. In addition, the Admissions and Recruitment Committee should participate in activities to recruit qualified high school students to apply, to interview them during the application process, and when admitted to offer assistance to them in their decision whether to matriculate to Princeton. It is expected that the Admissions and Recruitment Committee will work together with the Admissions Office, various local counterparts of the National Schools Committee, etc. The Admissions and Recruitment Committee also may consider methods of attracting students that might not otherwise choose Princeton, such as certain scholarships that reach traditionally underrepresented individuals or that promote an interest in Asian American and Asian affairs.
(2) Undergraduate Life and Academics. The standing committee on undergraduate life and academics (the “Committee on Undergraduates”) shall organize activities related to the issues facing undergraduates, especially as they relate to Asian American and Asian affairs. It is expected that the Committee on Undergraduates (a) will arrange co-sponsored events with undergraduates such as receptions or roundtable discussions, and (b) will work towards increased course offerings related to Asian American studies and related topics. It is expected that the Committee on Undergraduates will consult with various standing committees including the Membership Liaison and the Development Committee.
(3) Memorabilia. The standing committee on memorabilia (the “Memorabilia Committee”) shall serve as historian for the Organization. The Memorabilia Committee shall create, organize, and collect photographs, documents, and other materials related to the Organization and its Members, especially as they may relate to the history and contributions of Asian American and Asian alumni and the Organization’s activities related to Asian American and Asian affairs. For example, one ongoing project of the Memorabilia Committee should be to coordinate one-on-one interviews between distinguished alumni and younger alumni, which would be memorialized in writing with photographs and/or video footage. It is expected that the Memorabilia Committee will consult with the Technology Committee (as defined below) regarding methods of storing photos and documents in digitized form.
(4) Technology. The standing committee on technology (the “Technology Committee”) shall moderate activity on the “Asian-Alumni-Forum” list-serv on TigerNet. The Technology Committee also shall develop a website for the organization. It is expected that the Technology Committee will consult periodically with the secretary of the Organization regarding the list of Members. The Technology Committee also will consult with other standing committees regarding alternatives of creating and storing archives of the Organization’s activities (for example, digitized storage of photos, announcements of activities, etc.)
(5) Membership. The standing committee on membership (the “Membership Committee”) shall coordinate outreach to Princetonians that may be interested in joining the Organization. The Membership Committee shall recruit new Members. It is expected that the Membership Liaison will confer regularly with the secretary and the Technology Committee regarding the list of Members.
(6) Public Affairs. The standing committee on public affairs (the “Public Affairs Committee”) shall coordinate activities related to issues of policy as they may relate to Asian American and Asian affairs within the United States as well as cross-border in the international context. The Public Affairs Committee may organize presentations covering new developments or historical topics that affect the current political climate. The Public Affairs Committee may seek out staff, administrators, faculty, and alumni to serve as panelists. In some cases, an undergraduate or graduate student might speak about a research topic.
(7) Community Service. The standing committee on community service (the “Community Service Committee”) shall organize activities related to promoting volunteerism among the Members, as a means of providing first-hand exposure to and understanding of the issues that may affect Asian Americans and Asians in the United States. It is expected that the Community Service Committee from time to time might focus on a particular ethnicity or metropolitan area or socioeconomic group. If appropriate, the Community Service Committee might assist with programs for the involvement of Princeton Clubs in Asia to engage in volunteerism in their respective overseas communities.
(8) Career Development and Networking. The standing committee on career development and networking (the “Career Committee”) shall organize activities that provide a forum for Members to discuss their education and training as they relate to job opportunities, job satisfaction, and advancement. It is expected that the Career Committee will cover topics such as the “glass ceiling” for Asian Americans in corporate America, job opportunities in Asia and the United States, working for multinational corporations, etc. The Career Committee should communicate with the Career Services Office, the Careers Committee of the Alumni Council, and other University entities to consider co-sponsored events.
(9) Reunions. The standing committee on reunions (the “Reunions Committee”) shall organize one or more events for Alumni Reunions Weekend. At least one of the Governors covering the Silver Siberians should lead the Reunions Committee. The Reunions Committee shall contact existing Members and other alumni who will be having a major reunion year (that is, any multiple of 5— 5th, 10th, 15th, 20th, 25th, etc.). The Reunions Committee shall organize the event(s) in consultation with the Alumni Council to ensure that each event is included in the official calendar and brochure.
(10) Development. The standing committee on development (the “Development Committee”) shall contact alumni that may be interested in providing financial support for the Organization’s activities. The Governors covering the Roaring Tigers should join the Development Committee. The Development Committee shall contact prominent Asian American and Asian alumni and other Princetonians who have served in areas relating to Asian American and Asian affairs to determine their level of interest and desire to contribute towards a particular goal or project – whether or not the interest and desire result in a financial commitment. It is expected that the Development Committee will interact regularly with several of the other standing committees to identify alumni and will provide a resource for identifying potential alumni who may serve on the Advisory Panel or as a speaker for one of the standing committees. The Development Committee is expected to confer with existing University entities to coordinate such efforts whenever practicable.
(11) Organizational Liaison. The standing committee to foster inter-organizational relations ( the “Organizational Liaison”) shall serve as liaison to the University and its existing affiliated organizations such as the Alumni Council, the Board of Trustees, Princeton-in-Asia, various Princeton Clubs in Asia, the East Asian Studies Department, the Woodrow Wilson School, the International Center and the International Alumni of Princeton, the Association of Black Princeton Alumni, the Latino Alumni Association, etc. The committee on Organizational Liaison shall consider methods of furthering the purposes of the Organization within the context of the larger Princetonian community on an organizational level, perhaps through co-sponsoring joint events on topics of mutual interest to their respective constituencies. The Organizational Liaison likely will confer regularly with many of the other standing committees to enhance the Organization’s efforts related to membership, public affairs, community service, career development and networking, and development.

Section 5.6. Special Committees. The Governing Board may sponsor one or more special committees from time to time as needed. In general, a special committee would arise from a specific need for a finite period of time. For example, the Governing Board may appoint a special committee to consider renaming the Organization and its acronym. The foregoing does not preclude a special committee from becoming a standing committee of the Organization.

Section 5.7. Standard of Care; Liability. Each person serving on a standing committee shall exercise ordinary care and otherwise perform such duties in good faith, in the manner which the individual believes to be in the best interests of the Organization and its membership and with such care, including reasonable inquiry using ordinary care and prudence as a person in a like position would use under similar circumstances.

ARTICLE VI: Indemnification; Interested Parties; Insurance

Section 6.1. Indemnification. The Organization shall indemnify and hold harmless to the fullest extent permitted by law any Governor, Advisor, officer, agent, or other person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the Organization) by reason of the fact that the person is or was a Governor, Advisor, officer, agent, or fiduciary of the Organization within the meaning of any federal, state or local law or regulation, or serves at the request of the Organization as Governor, Advisor, officer, agent, or fiduciary.

Section 6.2. Interested Parties. A Governor or Member of the Organization shall not be disqualified from providing goods or services to the Organization as a vendor, purchaser, or otherwise; provided that, (a) the provision of such goods or services shall have been approved or ratified by a majority of the Governing Board or the Members without counting such interested Governor or Member, as applicable, although such Governor or Member may be counted toward a quorum, and (b) the interest shall have been disclosed to the approving or ratifying Governors or Members.

Section 6.3. Insurance. The Organization may upon a determination by the Governing Board purchase and maintain insurance on behalf of any agent of the Organization, including its Governors, Advisors, and officers, against any liability which might be asserted against or incurred by the agent in such capacity, or which might arise out of the agent’s status as such, whether or not the Organization would have the power to indemnify the agent under Section 6.1 above.

ARTICLE VII: General Provisions

Section 7.1. Amendments. These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority vote of the Governing Board at any regular or special meeting, subject to repeal or change by action of the Members.

Section 7.2. Integration. These bylaws together with the charter, as may be amended, supplemented, or otherwise modified from time to time, represent the full governing documents of the Organization.

Section 7.3. Acknowledgments. The Organization shall function through the time and resources provided by its Members as volunteers and no partnership, employment relationship, joint venture, fiduciary relationship, or other contractual relationship or special duty shall be deemed to exist thereby with respect to any person.

Section 7.4. Compliance with Law. Any provision in these bylaws or the charter which are determined to be prohibited or unenforceable in any jurisdiction by a competent authority shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If such prohibition or unenforceability shall have a material adverse affect on the Organization and/or its ability to function hereunder (other than temporarily), the Organization may cease to operate and shall be deemed dissolved in accordance with its charter.