I. The UOG Centennial society is a private, non-profit, tax-exempt, charitable association. Members include those who have contributed at least $100.00 to the UOG Centennial Fund. The principal business location is the University of Guam. The mailing address of the Society is P.O. Box 21313 GMF, Guam, M.I. 96921.

II. The purpose of the UOG Centennial Society is to develop a "time- capsule" endowment fund for the University of Guam. Specific goals include raising at least $20,000.00 in contributions; establishing a mechanism through which the UOG Centennial Fund can prudently be invested; and releasing the assets of the UOG Centennial Fund on Charter Day, 2052, to the University of Guam Board of Regents for capital improvements and for a continuing scholarship fund.

[Amendment 1. Sections A and B have been added to Article II.]

A. For the purposes of these By-Laws the following definitions shall be applied.

1. The University of Guam shall be defined as the University of Guam, its successor institution should there be one, or should the University no longer exist, any postsecondary institution(s) selected by the Board of Directors of the UOG Centennial Society.

2. The University of Guam Board of Regents shall be defined as the UOG Board of Regents, the governing board of its successor institution should there be one, or should the University no longer exist, the governing board of any post- secondary institution selected by the Board of Directors.

3. Charter Day shall be defined as Charter Day or the third Wednesday in March should Charter Day no longer be celebrated.

4. Capital improvements is defined broadly to include not only improvements in the physical plant but also the acquisition of non-consumable instructional and library materials and equipment.

B. Before any assets of the Centennial Fund can be transferred to the University of Guam, the President of Society and the Chairman of the University Regents will draft a written agreement as to the uses of these monies. This written agreement must first be approved by both the Board of the Society and the Board of Regents before any assets of the Fund can be transferred. Assets will be transferred to the University of Guam through a trust, which will be established by the UOG Centennial Society and the initial trustees of which shall be the Directors of the UOG Centennial Society.

III. The UOG Centennial Society will be directed by its officers and by a Board of Directors.

A. The officers and their duties are as follows:

1. The President will publicize, call to order, and chair each annual meeting; in addition, he will execute the decisions of the Board regarding the portfolio of the Fund.

2. The Vice President will serve in the event of the President's absence and prior to April 30 of each year, will submit for publication in the Guam print media an annual balance statement; 'in addition, the Vice President will also file the required annual forms with Revenue and Taxation.

3. The Treasurer will maintain a record of funds and will annually prepare a balance sheet of the Fund as of the last week of February of each year; in addition, the Treasurer will also maintain records of operating expenditures.

4. The Secretary will keep the membership roll and will record minutes of each annual meeting.

B. The five Board of Directors will be appointed by the following:
1. one Board Member will be appointed by the UOG Board of Regents;

2. One Board Member will be appointed by the President of the University of Guam;

3. One Board Member will be elected by the University of Guam Faculty;

4. One Board Member will be appointed by the Officers of the UOG Student Body Association;

5. One Board Member will be appointed by the Officers of the Alumni Association.

[Amendment 2. Paragraphs 6 and 7 of Article III, Section B have been deleted.]

C. Any individual who has contributed $1,000 or more to the Centennial Fund may serve as a Permanent Member of the Board. The term of office of a Permanent Board Member shall not be limited. A Permanent Board Member may vote and may serve as an officer.

[Amendment 3. The following has been added to Article III, Section C.]

A Permanent Board Member can transfer his permanent membership on the Board to his designee by notifying the Board Secretary in writing of this transfer. After March 30, 1988, or upon completion of the fund drive, as specified in Article II, no new permanent Board memberships may be acquired through a contribution of $1000 or more. Voting is cumulative.

D. The term of office for Officers and for Board Members shall be four years. Among the initial Officers shall be those in the initial papers of association. These officers include Philip Dauterman, President; Patty Jo Hoff, vice President; Hans Blaise, Treasurer; Alfred Blaz, Secretary. Subsequent Officers shall be elected from among the members of the Board, and subsequent nonpermanent Board members shall be appointed by their respective organizations.

E. The officers shall be elected by ballot at each quadrennial meeting from among Board Members. They will be elected by the majority vote of those present.

F. If a Board Member must resign prior to the expiry of his term, he may be replaced by a Permanent Board Member; if this is not possible, the organization which the Board Member represents will be asked to appoint his replacement. If the Board Member who resigns is also an officer, the Board will elect a replacement to serve out the remainder of his term.

IV. In order to conduct the official business of the Society, there must be a quorum of at least 50% of the entire Board present. Board Members may be represented by others, provided their replacement can present the Secretary with a written proxy.

V. Meetings will be held each year on the evening of the UOG Charter Day. The venue will be one mutually agreeable to the Board. These meetings will be publicized and open to the public.

VI. Meetings will consist of a call of order and a check for quorum by the President, a reading of the minutes of the past meeting by the Secretary, and a financial report by the Treasurer. Discussion of new business will then be moderated by the President. Roberts' rules of order will guide the parliamentary procedures used at those meetings.

VII. The Board will follow these guidelines for investing the assets of the Centennial Fund:

A. The primary goal is maximum growth of the Fund, with a specific target performance of at least 12 percent per annum, compounded.

B. The Fund must be diversified, with no more than ten percent of assets in any one fund or any one bond issue.

C. Decisions regarding the portfolio will be made by majority vote of the Board Members.

D. Decisions of the Board will be executed by the President and Treasurer.

VIII. All meeting dates and places will be announced in the media. All meetings will be open to the public. The UOG Centennial Society prior to April 30 of each year
will-publish in the print media a statement of assets. In its initial advertisement, the Society will also publish a list of donors and the amount of their contribution.

IX. Board Members and officers will not be held liable for any decision they might make regarding any investment of the Fund.

X. Any of the preceding articles may be amended if it is so voted upon by more than two/thirds of the entire Board.

XI. Officers and Board Members shall receive no compensa tion. They shall received no stipends, commissions, or other emoluments. Management fees must be paid out, but may not be paid to Board Members. Expenses to run the UOG Centennial Society will be limited to $300 annually, with reasonable adjustments for inflation. All checks on behalf of the Society must be endorsed by both the President and the Treasurer as must all correspondence directing changes of investment within the Fund. All expenses must be paid by check. The Treasurer will keep a record of all operating expenses.

XII. The UOG Centennial Society will dissolve itself on Charter Day, 2052, when the assets of the Fund are donated to the University of Guam

---