BYLAWS OF

THE NATIONAL TAIWAN UNIVERSITY EARLY GRADUATES ASSOCIATION, INC.

ARTICLE I NAME , OFFICES, AGENTS

1.01 Name. The name of this organization shall be The National Taiwan University Early Graduates Association, Inc. (the “Organization” or “NTUEG”)

1.02 Principal Office, Other Offices. The address of the Organization is 12325 Hymeadow Dr., Suite 4-101, Austin, Texas 78750-1847. The Board of Directors may, at any time, establish branch or subordinate offices at any place in order to facilitate its activities.

1.03 Registered Agent. The registered agent for the Organization shall be Chih Shing Hwa. In the event Mr. Hwa should desire to relinquish his duties as registered agent, the Organization’s registered agent shall be the individual then serving as the Organization’s Secretary.

1.04 Change of Address or Agent. The Board of Directors shall have the power to change the address of the principal office of the Organization or to name any individual it deems appropriate to serve as the Organization’s registered agent.

ARTICLE II PURPOSES

2.1 In General. The purposes for which the Organization are organized are:

(a) The Organization is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code.

(b) To engage in any and all lawful activities incidental to the foregoing purposes, except as otherwise restricted herein. 2.02 Specific Purpose. Specifically, the Organization shall work to renew and cultivate friendship among the early graduates of the National Taiwan University to achieve the purpose described in Paragraph 2.01 above.

2.03 Powers. The Organization is a non-profit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Business Organizations Code (the “TBOC”) as it relates to nonprofit corporations; provided, however, the Organization shall neither have nor exercise directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income taxation as an the Organization described in Section 501(c)(3) of the U.S. Internal Revenue Code (the “Code”).

ARTICLE III MEMBERS

3.01 Persons Eligible for Full Membership. The following persons are eligible to be full members of the Organization: a) persons who attended the National Taiwan University (Note 1), b) current or former faculty at the National Taiwan University; c) the spouses of either of the above.

3.02 Persons Eligible for Associate Membership. The children, parents and friends of full members are eligible to be associate members upon recommendation by a full member.

3.03 Application for Membership. Eligible persons may become members by submitting an application or request for membership to the Organization and paying any dues (Note 2) assessed to Members by the Board of Directors, or have attended one of the annual Reunions.

ARTICLE IV BOARD OF DIRECTORS

4.01 General Powers and Responsibilities. The Organization shall be governed by a Board of Directors (the “Board”), which shall have all of the rights, powers, privileges and limitations of liability of directors of a nonprofit corporation organized under the TBOC as it relates to nonprofit corporations. The Board shall establish policies and directives governing business and programs of the Organization and shall delegate to the Executive Director and Organization staff authority and responsibility to see that the policies and directives are appropriately followed. If such position and staff does not exist, the Board shall delegate to Board Committee members and Members of the Organization such authority and responsibility as is necessary to achieve the Organization’s policies, directives and goals. 4.02 Number and Qualifications.

(a) The Board shall have up to 5 but no fewer than three members. The number of Board members may be increased beyond five members or decreased to less than three members by the affirmative vote of a majority of the then-serving Board of Directors. A Board member need not be a resident of the State of Texas.

(b) Currently, the Board shall be composed of the host chairs of the immediate past five annual reunions of the Members.

(c) In addition to the regular members of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, but shall not have voting power, shall not count as one of the regular Board members and shall not be eligible for office.

4.03 Board Compensation. The Board shall receive no compensation other than reasonable expenses pre-approved by the Board.

4.04 Term of Board. The terms of the Board member shall be limited to five years following his service as the host chair for a reunion.

4.05 Vacancies. Vacancies on the Board may be filled by a majority vote of the Board at a Board meeting at which a quorum is present. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

4.06 Resignation. Each Board member shall have the right to resign at any time upon written notice thereof to the Board Chair, Secretary of the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

4.07 Removal. A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a majority of then serving Board members.

4.08 Meetings. The Board’s regular meetings may be held at such time and place as shall be determined by the Board. The Chair or any three Board members may call a special meeting of the Board on three days’ notice to each member of the Board. Notice shall be served to each Board member via hand delivery, US mail, e-mail or fax. The person or persons authorized to call special meetings of the Board may fix any place, so long as it is reasonable, as the place for holding any special meeting of the Board called by them.

The Board may hold meetings by using a conference telephone or similar communications equipment or another suitable electronic communications system including videoconferencing technology or the Internet or any combination, if the telephone or the equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, the Board and Secretary must implement reasonable measures to verify that every person voting at the meeting by mean of remote communications is sufficiently identified and keep a record of any vote of other action taken.

4.9 Minutes. At meetings of the Board, business shall be transacted in such order as the Board may determine from time to time. In the event the Secretary is unavailable, the Board Chair shall appoint a person to act as Secretary at each meeting. The Secretary, or the person appointed to act as Secretary, shall prepare minutes of the meetings which shall be delivered to the Organization to be placed in the minute books.

4.10 Action by Written Consent. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by the majority Board members. Such consent shall be placed in the minute book of the Organization, and shall have the same force and effect as a vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.

4.11 Quorum. At each meeting of the Board, the presence of one-half of the members then serving on the Board shall constitute a quorum for the transaction of business. If, at any time, the Board consists of an even number of members, and a vote results in a tie, the vote of the Chair shall be the deciding vote. The act of the majority of the Board members serving on the Board and present at a meeting in which there is a quorum shall be the act of the Board, unless otherwise provided in the Organization’s Certificate of Formation, these Bylaws, or as the law specifically requires otherwise. These principles shall apply to quorums of Board Committees as well.

If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committee if during the meeting he or she is in radio or telephone communication with the other Board members participating in the meeting.

4.12 Proxy. A Board member who is unable to attend a meeting of the Board or a Board Committee may vote by written proxy given to any other voting member of the Board or Committee who is in attendance at the meeting in question. However, a vote by proxy will not be counted toward the number of Board members needed to be present to constitute a quorum for the transaction of business. No proxy shall be valid after three months from the date of execution. Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.

ARTICLE V OFFICERS

5.01 Officers and Duties. The Board shall elect officers of the Organization which shall include a Chair, a Past Chair, a Secretary, and a Treasurer. The Board may elect other officers as the Board shall from time to time determine. One person may hold any two or more offices, except the Chair and Secretary.

5.02 Other Officers: Reunion Hosts. At the conclusion of each reunion and to the extent that any of these positions are not filled, the Board shall elect a Reunion Host Chair for the next year. 5.03 Chair of the Board. The Reunion Host Chair for the annual reunion just concluded shall be the Chair of the Board and shall preside at meetings and have the power to call meetings. The Chair shall be responsible for leadership of the Board in discharging its powers and duties and shall, in general, supervise and control all of the business and affairs of the Organization in a prudent and democratic manner.

5.04 Past Chair of the Board. The immediate past Reunion Host Chair shall be the Past Chair of the Board and shall assist in advancing the goals and objectives of the Organization through the application of knowledge gained through past Board experiences. The Past Chair shall also act as Treasurer of the Organization and be responsible for the fiscal management of the Organization as well as specific tasks delegated by the Board.

5.05 Secretary. The Board shall appoint a Secretary who may or may not be a Board member. The Secretary shall (a) cause the minutes of all Board meetings and proceedings to be recorded, (b) certify the accuracy of such minutes, (c) cause notice of all meetings to be given, (d) set up and ensure that all requirements of these Bylaws are met (e) attest the signatures of the Organization’s officers and Board members as required, (f) sign correspondence on behalf of the Board, and (g) have all other powers assigned by the Board, the Chair or these Bylaws.

5.06 Treasurer. The Treasurer shall have access to records of all receipts, disbursements, assets and liabilities of the Organization and shall report to the Board on the condition of such records and financial condition of the Organization from time to time and at least annually. Prior to the beginning of a new reunion, the Treasurer shall cause a proposed operating and capital expenditure budget to be presented to the Board for approval. The Treasurer shall cause to be prepared and submitted to the Board a financial statement showing the Organization’s net worth at the close of a reunion. The Treasurer may, on request of the Board, cause a firm of outside certified public accountants to audit the Organization’s books and records at the end of each reunion. The Treasurer may, at the request of the Board, cause all employees of the Organization responsible for the handling of funds to be adequately bonded and shall report on the fidelity bonds of such employees to the Board annually. The Treasurer shall assist the Reunion Host Chair for the next reunion by providing start-up monies; establishing accounting procedures for the Reunion Host Chair and Committee to follow. The Treasurer shall review the Host Committee’s financial records at the conclusion of the most recent reunion and report to the Board.

5.07 Reunion Host Chair for the Next Reunion. The Reunion Host Chair for the next reunion shall have primary responsibility to plan for the Organization’s annual reunion, including selection of all reunion committee members, delegation of responsibility for different aspects of reunion planning and execution to those committee members; making arrangements for location and travel, presentation of a budget for the reunion to the Treasurer and the Board to incorporate in the overall budget for the Organization for the fiscal year; execution of the approved budget; planning for and creation of programming for the reunion; communication about the reunion with members; and all other logistics of the reunion. From a fiscal standpoint, the Reunion Host Chair shall collect registration fees and other fees related to the reunion, disburse monies for reunion expenses and maintain a set of financial records recording these transactions.

The Host Chair and the Committee members shall not obligate the Organization to any financial and legal contracts, promises and commitments without the consent of the Board.

5.8 Removal. Any officer or agent elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE VI COMMITTEES

6.01 Committees. The Chair may designate and appoint committees of the Board as he or she deems necessary, including an executive committee, a governance committee and others. Each Board committee shall be chaired, or co-chaired, by a Board member appointed by the Chair or, at the Chair’s discretion, selected by the committee’s members, subject to the approval of the Board. Non-Board members may be appointed to any Board committees at the discretion of the Chair. (Note 3)

6.02 Advisory Council. The Board may maintain an Advisory Council which shall not have nor exercise the authority, responsibility or duties of the Board. Except as otherwise provided in the resolution(s) establishing the Advisory Council, the members of such Advisory Council need not be Board members. The Board Chair shall appoint the members thereof. Any member may be removed by the Board Chair whenever in the Board Chair’s judgment the best interests of the Organization shall be served by such removal. (Note 4)

Other Governance Matters. The resolution(s) creating committees or the Advisory Council shall provide for the terms of service, the threshold for action by the committee or council, procedures for dealing with vacancies and removal of committee or council members and any other rules to be established by the committee or council. If there is no resolution relating to these matters, the provisions of these Bylaws dealing with such issues shall apply.

ARTICLE VII PROHIBITED ACTS, INTERESTED PARTY TRANSACTIONS

7.01 Exempt Activities. Notwithstanding any other provision of these Bylaws, no Board member, officer, employee or representative of the Organization shall take any action or carry on any activity by or on behalf of the Organization which is not permitted to be taken or carried on by an organization exempt from federal income taxation under sections 501(a) and 501(c)(3) of the Code, and its regulations, as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under section 170(a)(1) of the Code and its regulations, as they now exist or as they may hereafter be amended, by virtue of being charitable contributions as defined in section 170(c)(2) of the Code and its regulations, as they now exist or as they may hereafter be amended.

No substantial part of the Activities of the Organization shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation and the Organization shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to a legislature, other governing body or voters for a vote. Specifically, no Member or Board member shall, on behalf of the Organization, promote the governments of the Republic of China (Taiwan), the People’s Republic of China or their policies.

7.02 .Contracts Involving Board Members and/or Officers. Upon full disclosure of a direct or indirect interest in any contract relating to or incidental to the operations of the Organization, members of the Board and officers of the Organization may be permitted to maintain a direct or indirect interest in any such contract, notwithstanding that at such time they may also be acting as individuals, or trustees of trusts, or beneficiaries of trusts, members or associates, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, trustees, or otherwise; provided, however, that any contract, transaction, or action taken on behalf of the Organization involving a matter in which a trustee or officer is personally interested as a shareholder, trustee, or otherwise shall be at arm's length and not in violation of the proscriptions in the Certificate of Formation or these Bylaws which prohibit the Organization’s use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Organization if such contract, transaction, or act would result in denial of the Organization’s exemption from federal income taxation under the Code and its regulations, as they now exist or as they may hereafter be amended.

In no event, however, shall any person or entity dealing with the Board or officers of the Organization be obligated to inquire into the authority of the Board and officers to enter into and consummate any contract, transaction or take other action. Any Board member which would directly or indirectly benefit from a contractual relationship as described above shall not participate in the decision on whether that Board member shall be permitted by the Board to maintain such an interest.

ARTICLE VIII LIMITS ON LIABILITY AND INDEMNIFICATION

8.01 Immunity From Liability for Members; Limited Potential Liability for Officers. The Board and its Committee Members are not personally liable for a debt, liability or obligation of the Organization. No officer shall be liable to the Organization or to any other person for an action taken or omission made by the officer in the person’s capacity as an officer unless the officer’s conduct was not exercised in good faith, with ordinary care and in a manner the officer reasonably believes to be in the best interest of the Organization.

8.02 Right to Indemnification. The Organization shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (as hereinafter defined) because the person (i) is or was a director, officer or committee member of the Organization or (ii) while a director, officer or committee member of the Organization, is or was serving at the request of the Organization as a director, officer, committee member, partner or other enterprise, to the fullest extent that a corporation may grant indemnification to a director under the TBOC, as the same exists or may hereafter be amended. TO THE EXTENT PERMITTED BY THEN APPLICABLE LAW, THE GRANT OF MANDATORY INDEMNIFICATION TO ANY PERSON PURSUANT TO THIS ARTICLE SHALL EXTEND TO PROCEEDINGS INVOLVING THE NEGLIGENCE OF SUCH PERSONS. Such right shall be a contract right and shall include the right to be paid by the Organization expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the TBOC, as the same exists or may hereafter be amended. As used herein, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

8.03 Survivorship of Right to Indemnity. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his heirs, executors, administrators, and personal representatives.

ARTICLE IX AMENDMENT, DISSOLUTION

9.01 Primacy of Law in Conflicts. These Bylaws are subject to, and governed by, the TBOC as it relates to nonprofit corporations and the Certificate of Formation of the Organization.. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the TBOC, the Texas Business Organizations Code will be controlling. In the event of a direct conflict between the provisions of these Bylaws and the Certificate of Formation of the Organization, these Bylaws will be controlling.

9.02 Amendment by Members. These Bylaws may be amended by the vote of a majority of Members present at an annual reunion at which at least one half of all Members are present.

9.03 Amendment by Board. These Bylaws may be altered, amended or repealed, and new bylaws may be adopted by a three-fourths vote of the entire Board at any regular meeting or at any special meeting if at least fourteen days' written notice is given of intention to alter, amend or repeal, or to adopt new bylaws at such meeting, and a written copy of the proposed changes shall be distributed to each Board member prior to the meeting.

9.04 Winding Up. Upon the necessity for the dissolution and/or winding up of the Organization, the Board shall oversee such process and ensure compliance with all relevant provisions of the Texas Business Organizations Code as it applies to non-profit corporations and other applicable state and federal statutes.

9.05 No Rights of Board Member to Assets. Upon dissolution of the Organization, no Board member shall have any rights nor shall receive any assets of the organization. The assets of the Organization are permanently dedicated to a tax-exempt organization for the purposes set forth in the Certificate of Formation and these Bylaws. In the event of dissolution of the Organization, the assets, after payment of any debts, will be distributed to an organization which itself is tax-exempt under provisions of Section 501(c)(3) of the Code.

ARTICLE X MISCELLANEOUS

10.01 Fiscal Year. The fiscal year of the Organization shall coincide with the annual reunion of the Organization.

10.02 Annual Budget. The Board shall adopt an annual operating budget, which specifies major expenditures by type and amount.

10.03 Books and Records. The Organization shall keep correct and complete books and accounting records and shall also keep minutes of the proceedings of its Board.

10.04 Contracts and Grants. The Board may authorize any officer(s), or agent(s) of the Organization to enter into contracts, leases and agreements with and accept grants and loans from, the United States, its departments, and agencies, the State of Texas, its agencies, counties, municipalities and political subdivisions and public or private corporations, foundations, and persons, and may generally perform all acts necessary for a full exercise of the powers vested in it. The Chair shall have authority to enter into such contracts and expend such funds on behalf of the Organization as the Board may specify.

10.05 Checks, Drafts, or Orders for Payment. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization shall be signed by such officer(s) or agent(s) of the Organization and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Chair or Treasurer.

10.06 Deposits. All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board shall select. The Hosting Committee may establish separate bank account(s) to handle their banking needs for the upcoming events. It will not be permitted to obtain loans or line of credits.

10.07 Acceptance of Gifts. The Board may accept on behalf of the Organization any cash contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Organization. Prior to acceptance of a significant non-cash contribution, gift, bequest, or devise the Board shall determine, by resolution thereof, that the acceptance of such non-cash contribution, gift, bequest, or devise by the Organization would be consistent with and further its purposes..

These Bylaws were approved at a meeting of the Board of Directors of the Organization at a meeting on March 22, 2008.

Certified by the Secretary of the Organization on this 22nd day of March 2008.

______Chih Shing Hwa

Note 1:

On Membership, while NTUEG focus on those who have attended or graduated from NTU 25 or more years ago, it welcomes all alumni who share the vision and principle of NTUEG.

Note 2:

No dues are presently required. Membership can be activated by contacting any members of the Standing Committee, the current Hosting Chair or the Webmaster after providing the information including name, physical and/or electronic address and the year and department attended at NTU.

Note 3:

Currently, a Publication Committee is in place. It is chaired by 许翼云 [email protected]。

Note 4.

Currently, an Advisory Council is in place. It is chaired by 金大侠 [email protected]。