CHARTER
[Explanatory Notes: As of the date that this charter is ratified, the Asian American Alumni Association of Princeton (“AAAAP” or “A4P”) is an unincorporated entity and one of the affiliated alumni groups of the Alumni Council of Princeton University. If at a future time the AAAAP becomes an incorporated entity, this charter and the bylaws should be reviewed for sufficiency and compliance with the laws of the state in which it may be incorporated and IRS requirements for tax-exempt status.]
ARTICLE I. Name
The name of the organization is Asian American Alumni Association of Princeton (the “Organization”).
ARTICLE II. Registered Agent and Office
As of the date that this charter is ratified, the Organization has no registered office or agent. The alumni volunteers from time to time active in the Organization may be contacted through the Alumni Council of Princeton University or through the University’s alumni TigerNet list-serv discussion group known as “Asian-Alumni-Forum”.
ARTICLE III. Purpose
The purpose of the Organization is to support the community of Princeton alumni in advancing Asian-American and Asian issues in student life, university affairs, personal and professional development and community service.
ARTICLE IV. Perpetual Duration
The duration of the Organization is perpetual.
ARTICLE V. Members
All Princeton University alumni are eligible to join the Organization. An alumnus/a that registers with the Organization and fulfills any other requirements that may from time to time be in effect shall be a member (a “Member”). The family and friends of a Member may participate in the Organization as non-voting members. Any faculty member, administrator, staff person, or other employee of the University may participate as non-voting members. Such non-voting members shall be referred to as “Friends” of the Organization.
ARTICLE VI. Governing Board
The Organization shall be governed by a board of alumni (the “Governing Board”) in accordance with the bylaws of the Organization. The number of such alumni to constitute the Governing Board shall be no less than five. The initial Governing Board shall be elected at the organizational meeting. Each year the Governing Board may (but is not required to) appoint up to two advisors to join the Governing Board (each, an “Advisor”); in no case shall the number of Advisors on the Governing Board exceed a ratio of one Advisor for every three elected members of the Governing Board.
ARTICLE VII. Cumulative Voting
There shall be no cumulative voting.
ARTICLE VIII. Bylaws
The bylaws of the Organization shall be ratified at the organizational meeting and thereafter may be amended, repealed, or otherwise modified as provided therein.
ARTICLE IX. Charter and Amendments
The charter of the Organization shall be ratified and adopted at the organizational meeting and thereafter may be amended by a majority vote of the Members.
ARTICLE X. Indemnification
The Organization shall have the power to indemnify and hold harmless to the fullest extent permitted by law any person who is made, or threatened to be made, a party to any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including an action, suit or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a member of the Governing Board, officer, agent, or fiduciary of the Organization, or serves at the request of the Organization as a member of the Governing Board, officer, agent, or fiduciary. The indemnification of such persons provided by applicable law (if any) shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaw or otherwise.
ARTICLE XI. Personal Liability
No member of the Governing Board shall be personally liable to the Organization or its Members for monetary damages for conduct as a member of the Governing Board, except that this provision shall not apply to: (a) Any breach of duty or loyalty to the Organization by such member of the Governing Board; (b) Any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) Any distribution which is unlawful; or (d) Any transaction from which such member of the Governing Board derived an improper personal benefit.
ARTICLE XII. Dissolution
In the event that the Organization dissolves or is deemed dissolved, any assets remaining in the account of the Organization, after proper disposition of any debts, shall be used to establish a scholarship fund or grant program related to furthering the purposes of this Organization, as decided by a vote of the then-remaining Members in accordance with the bylaws.