Constitution of the FAST-NU Alumni Association

The graduates of the National University of Computer and Emerging Sciences Pakistan (NUCES) established by the Foundation for Advancement of Science and Technology (FAST) do hereby establish the FAST-NU Alumni Association in Washington, USA. FAST or NUCES is referred to as university in this document.   

   

Article 1 – Organization Name  

The name of the organization shall be the FAST-NU Alumni Association (FAA). The organization may also refer to itself as FAA.    

    

Article 2 – Mission and Goals  

Section 1: Mission   

FAA seeks to reach, serve, and engage all FAST-NU alumni and students to foster a lifelong intellectual and emotional connection between the University and its graduates. It also aims to provide the University and its students with goodwill and support. FAA shall strive to procure in its affairs and activities the participation and representation of students of all races, gender, origin, religions, and linguistic or ethnic backgrounds without giving preference to any group.    

   

Section 2: Goals   

The goals of FAA include:   

•       Support current University students by offering scholarships programs    

•       Networking with current students     

•       Conduct study/lecture programs    

•       Offering mentorship programs for university students   

•       Preserve University values    

•       Promote friendly relations and understanding between students and the  University    

   

Article 3: Governing  

Section 1: Governing Law    

The association has been incorporated in King County, Washington, on 11/10/2008 pursuant to the Chapter 24.03 RCW, Washington Nonprofit Corporation Act.    

   

Section 2: Authority   

The General Assembly shall be the supreme body of the FAA. The General  Assembly shall consist of all voting members (as defined in Article 4 – Section 1.2). Non-voting members can attend and participate in the meetings but do not have the right to vote. Subject to the provisions of these Bylaws, the affairs of the FAA shall be managed by its Board of Directors (defined in Article 5 – Section 1), which is elected by the General Assembly. The elected Board of Directors shall be responsible to the members of FAA. The elected Board of Directors shall have no power to buy, sell, exchange, mortgage, lease, pledge, transfer or dispose of, in any manner any property of the FAA without the vote of the General Assembly authorizing such an action.   

   

Section 3: Voting Rights    

Only voting members shall have the voting rights. Each voting member shall be entitled to only one vote except the President of the Board of Directors who shall only vote in case of a tie. A member, whose dues are in arrears, loses the right to vote or run for the election for Board of Directors as long as he/she is in such arrears.     

   

Section 4: Principal Office    

The principal office to transact business of the FAA is located in the King County,  Washington. The registered office of the FAA as required by the Washington Nonprofit Corporation Act to be maintained in the State of Washington may but need not be the same as its principal office in the State of Washington. The Board of Directors may change the address of the registered office from time to time in the manner provided by the Washington Nonprofit Corporation Act.    

     

Section 5: Responsibilities    

Responsibilities of the General Assembly members shall be to safeguard the ideological integrity of the FAA and provide policy guidelines for the programs, activities, objectives and day-to-day operations of the FAA.    

   

Section 6: Management    

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the FAA shall be managed under the direction of, the Board of Directors except otherwise provided by law or the articles of incorporation.    

     

Section 7: Calendar Year    

The calendar year is defined to be one year starting on January 1st and ending on December 31st.   

   

Section 8: Fiscal Year    

The fiscal year is defined to be one year coinciding with the calendar year.   

  

Section 9: Action without a Meeting    

Any action required or permitted to be taken by the Board of Directors, or a committee thereof may be taken without a meeting if a written consent to perform such action is signed by all directors of the board or all members of the committee as the case may be. Such consent shall have the same effect as a unanimous vote of the directors or the members of such committee.    

              

Article 4 – Membership & Dues 

Section 1: Categories of Members    

The Association shall have three categories of members, which are designated as follows:    

     

Section 1.1: Regular Members    

An individual becomes a regular member for the year when they meet conditions a(I) or a(II), along with conditions (b) and (c) listed below:

a.   

I.           Any person who has successfully obtained a degree from the University or completed coursework and credit hours at FAST Institute of Computer science, leading to a degree from the University of Karachi or University of Punjab  

II.         A former student who has completed a minimum of one academic year or 25 credit hours at the FAST Institute of Computer science or at the University  

b.    Completes a membership registration form with all required information  (once at the time of joining)  

c.     A person whose country of residence is the United States of America  

  

Section 1.2: Voting Members    

Every regular member becomes a voting member of the Association if he/she meets all the following condition:   donated an amount toward one of the programs of FAA in the past two years, as determined annually by the Board of Directors.     

  

Section 1.3: Honorary Members 

This special type of membership may be extended to non-FAST graduates that have made valuable contributions towards the Association as approved by the  Board. 

           

Section 2: Membership Term    

The voting membership term shall be one year.  

    

Section 3: Revocation of Membership   

Membership may be revoked without mutual agreement for non-participation, misconduct, or violations of any provisions of the Constitution. The member shall be notified in writing of the possible revocation at least 7 days prior to the vote and shall be allowed to address the organization in order to relate to members any relevant defense prior to the voting for removal. Membership can only be revoked upon a 2/3rd affirmative vote of the Board of Directors.   

  

Article 5 – Officers  

Section 1: Board of Directors    

Subject to the Provisions of these Bylaws, the affairs of the Association shall be managed by the Board of Directors (Board). FAA may refer to the members of the Board as Officers. Board and the Founder shall be the trustees of FAA and shall hold in trust the property of the Association. Board and the Founder shall take actual care of the properties but shall have no power to buy, sell, exchange, mortgage, lease, pledge, transfer, or dispose of, in any manner any real-estate property of the FAA without the approval of the General Assembly regarding such an action.   

     

Section 1.1: Responsibilities of the Board of Directors

The responsibilities of the board shall be as follows:    

•       Safeguarding the ideological integrity of FAA    

•       Providing policy guidelines and executing the programs and activities    

•       Approving budget    

•       Long term planning    

•       Ensuring permanency and continuity in operation and programs    

•       Providing financial stability to the Association  

•       Implementing the overall objectives of the Association   

 

Section 2: Term of the Board and Board Composition       

The term of the board shall be 2 calendar years. It shall start on January 1st and end on December 31st after two calendar years. The board shall be replaced through elections after 2-year term by the process outlined in the bylaws.    

     

Section 3: Eligibility   

A Board member should be:    

•       A member who has been a voting member for the last three years   

•       In order to contest for these three Executive positions: President, Vice President and the Treasurer, one must have served on the Board for at-least one term in the past  

•       Should have good people management skills and be conversant with communication mechanisms necessary in order to conduct the affairs of FAA electronically including email    

•       Must be a resident of the United States of America (USA)  

•       For the position of General Member (4.9), the voting member condition doesn’t apply  

   

Section 4: Titles and Duties   

Board shall consist of a President and at least 4 other members and at most 8 other members. Board shall consist of the following officers:    

•       President    

•       Vice President    

•       Treasurer    

•       General Secretary    

•       Event Manager  

•       Volunteer Manager  

•       Marketing Manager  

•       Public Relations Manager  

•       General Member

 

Section 4.1: President   

The President of the Board shall be the principal Board Officer, the spokesperson and representative of the FAA. The President shall:    

•       Preside over the meetings of the Board and the General Assembly    

•       Direct and coordinate all the activities of the Association    

•       Appoint special and standing committees for various functions with the consensus of the Board   

•       Sign with the treasurer or any other officer of the Association authorized by the Board, any deeds, contracts and the Association checks    

•       Present the annual report to the General Assembly    

•       Sign deeds, bonds, contracts, or other instruments on behalf of the Association, except where required by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by these Bylaws to some other officer or agent of the Association.    

•       Ensure that the elections are held as defined by this Constitution   

•       Cast his\her vote in case of a tie   

   

Section 4.2: Vice President  

 The Vice President shall:    

•       Assume the functions of the President during his/her absence, in the event of his/her resignation, or when requested by him/her    

•       Assume any duties assigned to him/her by the President   

  

Section 4.3: General Secretary   

The General Secretary shall:    

•       Handle and keep records of all official correspondence of the Association    

•       Take minutes of all meetings of the Board and the General Assembly    

•       Coordinate and distribute information regarding membership and activities of the FAA    

•       Maintain up-to-date membership roster    

•       Be responsible for the legal matters of the Association    

•       Responsible for organizing the General Assembly meeting    

   

Section 4.4: Treasurer   

The Treasurer shall:    

•       Receive all dues, contributions, donations on behalf of the Association    

•       Maintain up-to-date financial records for the Association and have it audited annually by a qualified accountant    

•       Present financial reports at the Board and the General Assembly meetings  

•       Be responsible for the banking activities, day-to-day expenses of the Association, and be the co-signer with the President of the Board on its bank accounts    

•       Collect donations from the donation box and provide receipt of donations promptly  

•       Coordinate and maintain an ongoing relationship with the finance and accounting divisions of FAST Foundation and individual campuses.   

 

Section 4.5: Event Manager  

Shall be responsible for:

•       Assist the Board of Directors in planning and arrangement of activities  

•       Provide ideas and support for extra-curricular activities, elections and member recruitment for the FAA  

             

Section 4.6: Volunteer Manager 

Shall be responsible for:  

•       Volunteer recruitment: develop and implement strategies to recruit and organize volunteer groups toward certain projects / goals set up by the organization  

•       Volunteer coordination: manage schedules and track activities  

•       Volunteer recognition: develop appropriate reward structures to appreciate volunteer contributions  

 

Section 4.7: Marketing Manager 

Shall be responsible for:  

•       Brand management: consistent branding across communication channels  

•       Fundraising support: to define and execute fundraising campaigns    

•       Market research: conduct research on member needs (e.g. for networking, career support etc.) and define appropriate strategies  

•       Partnership development: identify opportunities of partnerships with other organizations   

 

Section 4.8: Public Relations Manager 

Shall be responsible for:  

•       Media relations (social / electronic media)  

•       Management of press releases to announce significant events and milestones etc.  

•       Internal communication with members with updates on the activities of the organization  

•       Issue Resolution and management: To manage reputation risks and issues with regards to public relations  

  

Section 4.9: General Member 

‘Catch-all’ role, that helps other managing roles with miscellaneous activities  

  

Article 6 - Election of the Board of Directors 

  

Section 1: Election Date and Frequency   

Elections will be held annually. At each election, approximately half of the Board seats shall be contested, based on the following rules:   

a.    Positions that are odd-numbered (4.1, 4.3, 4.5, 4.7 and 4.9) will be up for election in each odd year (e.g. 2025 and so on)  

b.    Positions that are even numbered (4.2, 4.4, 4.6, and 4.8) will be up for election in each even year (e.g. 2026 and so on)  

Each elected board member will serve a term for two years. Elections will be held virtually by online voting or per the process outlined by the election committee.  

   

Section 2: Nomination Process   

The nomination of officers shall occur in the election year (comes once in two calendar years) two weeks before the election date (as defined in Article 6 – Section 1). Any voting member may nominate someone or him/herself for office by informing the election committee (Article 6 – Section 3). However, the nominee must be considered eligible for an officer position (as defined in Article  5 – Section 3). Absentee/proxy ballots are permitted in the nomination process.   

   

Section 3 - Election Committee    

The Board of Directors shall appoint an election committee consisting of a chairperson and two other members to conduct the elections. All three members of the elections committee must be voting members of the FAA and must not be a nominee in the current elections. The election committee shall inform the members about the rules, nominees, location and time no later than seven days before the election. The nomination for the election must reach the election committee per the deadline specified by the election committee. The elections committee members shall not campaign in favor of or against any candidate; however, they shall have the right to vote as members of the FAA. The elections will be conducted according to the rules laid down in the bylaws.     

  

Section 4: Election Process   

1.    The election shall be conducted by an election committee appointed by the Board of Directors.    

2.    Election Committee shall announce the date and location of the elections one week before the election.   

3.    The nominated candidates for each office shall be given a chance to discuss their qualifications and reasons why they should be selected for that office.  

4.    Once each candidate for that office has had the opportunity to present, all voting members shall be given the opportunity to vote by a secret ballot.   

5.    The presiding officer shall announce the officers with a simple majority of all votes cast by voting members. In the event of a tie, the presiding officer  shall cast a vote to break the tie.

6.    After announcing the new officer, the presiding officer shall ask if any voting member contests the count. If no voting member contests the count, the new officer shall take office. If a voting member contests the count, each candidate may select a voting member to supervise the recount. The presiding officer will recount all votes in the presence of the election committee and the selected representatives.  

 

Section 5: Swearing in of Officers   

Newly elected officers shall take office in the month of January following the election month of November. Current officers shall assist in the transition and training of the officers-elect, from elections until installation. Outgoing officers shall transfer any FAA related material to newly elected FAA officers within one week of installation.    

   

Section 6: Re-election   

Any officer may be re-elected except the President who can hold the presidency no more than two times consecutively. Officers cannot reappoint themselves for a subsequent term, they must be re-elected.   

   

Article 7 – Officer Vacancies   

Section 1: Removal of Officers   

Leadership may be revoked without mutual agreement for non-participation, misconduct, failure to fulfill job duties, or violations of any provisions of the Constitution. The removal proceedings against an officer can be initiated by any voting FAA member and charges shall be submitted in writing to the President and the General Secretary. The officer shall be notified in writing of the possible removal from office at least 14 days prior to the vote and shall be allowed to address the organization in order to relate to members any relevant defense prior to the voting for removal. Any officer may be removed from office upon a  2/3rd affirmative vote of voting members.   

   

Section 2: Resignation   

Officers no longer wishing to serve on the board must submit their resignation to the President (or Vice president in case of the President’s resignation). Prior to the officer’s final day, he/she shall provide all documents relating to the organization and brief his/her replacement of current projects in his/her care. The Board has the right in a regular meeting to accept the resignation of any of its members. Any officer who fails to attend three consecutive Board meetings without a legitimate reason accepted by the Board shall be considered as resigned from his/her position.    

  

Section 3: Filling Vacant Officer Positions   

In the event an officer is removed or resigns, the remaining officers, by majority vote, shall decide if the position is to be filled. If it is to be filled, the nomination process as stated in (Article 6 - Section 2) for the vacant post shall take place. Vacancies of the Board Members for any reason may be filled by two-thirds (2/3rd) vote of the voting members. In case of four or more vacancies on the board during its two-year term, the Board should be considered dissolved, and the General Assembly should be called in an emergency meeting to elect a new  Board.     

  

Article 8 - Committees   

Section 1: Special or Ad-hoc Committees   

Committees shall be formed to meet specific objectives defined by the Board and may consist of both the regular and voting members. The chairperson of the committee shall attend Board of Directors meetings and shall be responsible for presenting any actions the committee may take and the results of those actions to the Board of Directors. A committee shall be in session until its objectives have been completed or suspended by the President with majority vote of the Board of Directors.   

     

Article 9 - Meetings  

Section 1: Annual Town Hall Meeting   

The annual town hall meeting shall be held once per year. The date and time will be decided by the board members. Meetings are open to the members of the FAA. The quorum required to conduct business is a majority (more than 50%) of the officers. The President shall present the budget and yearly summary during these meetings.   

   

Section 2: Board of Directors Meetings   

The Board of Directors should meet at least four times per year. Meetings are open to the members of the FAA. The quorum required to conduct business is a majority (more than 50%) of the officers.    

   

Section 3: Special or Ad-hoc Committee Meetings   

The Special or Ad-hoc Committees should meet whenever needed. Meetings are open to the members of the FAA. The quorum required to conduct business is a majority (more than 50%) of the members of the committee.   

   

Section 4: Special Meeting    

A special meeting of the General Assembly may be called by the President of the Board or by two-thirds (2/3rd) of the Board of Directors. Special meetings may also be called by a written petition signed by 51% of the voting members.    

   

Section 5: Calling Meetings   

The President shall be in charge of calling meetings and the General Secretary shall be responsible to notify all members and/or officers at least 5 business days in advance, by e-mail and/or telephone. The purpose and agenda of the meeting shall be stated in the notice.   

   

Section 6: Meeting Procedure   

The President shall use his/her discretion as to the manner and process in which he/she presides over meetings.  

   

Section 7: Quorum and Manner of Acting    

Quorum shall consist of a simple majority of the members of the Board, which should include the President of the Board or his designee (the Vice President). Without the President of the Board or his designee, any meeting of the Board shall not be considered official. If such a quorum is not present within thirty minutes (30) of the specified time, the meeting shall be adjourned.    

     

Section 8:  Meeting by Telephone    

Members of the Board of Directors or any committee designated thereby may participate in a meeting of such board or committees using a conference telephone or similar communication equipment through which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.    

       

Section 9: Proxies    

At any meeting, a voting member may vote either in person or by proxy executed in writing by the member.    

   

Article 10 - Appeals or Review of Decisions   

Section 1: Decisions of the Board and Committees   

All decisions made by the board or committee should represent the majority opinion of the members of the board or committee respectively.   

   

Section 2: Review Process   

Any appeal or request to review any decision made by the Board or a committee shall be initiated by any active member of the FAA. Any such appeal or request shall be submitted in writing to the President and the general Secretary within one week of the concerned decision and shall be supported by at least 50% of the active voting members of the organization. The President shall call a special meeting within one week of the request and a final decision shall be taken on that matter. The Board or the committee shall be allowed to address the organization in order to relate to the members any relevant defense before the voting on such appeal.  

   

Article 11 - Finances  

Section 1: Budget Approval   

The Treasurer (in conjunction with the President) shall create a budget for each calendar year. The Board of Directors must approve the budget within the first month after it’s been prepared.   

   

Section 2: Financial Authority   

For the protection of the organization and its officers, it is required that two authorized persons sign all monetary transactions. Only the President, the Founder, and the Treasurer can be the signers on the FAA’s account. The Board of Directors must approve all expenditures before payment. Organizational funds may be spent on items such as office supplies, events and activities, publicity, travel expenses, and conference fees, but shall not be used for anything illegal under FAA, University, local, state, and/or federal laws.   

   

Section 2: Deposits of Funds    

All funds of the Association shall be deposited from time to time to the credit of the FAA in one or more banks, trust companies, or other depositories the Board of Directors may from time to time designate, upon such terms and conditions as shall be fixed by the Board of Directors. All funds must be deposited within 72 business hours after collection. The Board of Directors may, as it may deem necessary, authorize the opening and keeping with such depository as it may designate, of general and special bank accounts and may make such special rules and regulations with respect thereto, consistent with the provisions of the Bylaws.    

     

Section 3: Corporate Seal    

The Board of Directors shall select an Association seal, which shall be inscribed thereon the name of the Association. Corporate Seal and such seal may include the date of incorporation of the corporation. The seal may be used by causing it to or a facsimile thereof to be impressed or affixed or in any manner reproduced.    

    

Section 4: Officer Transition   

It shall be the responsibility of all account signers to change contact information, as well as assist in the update of new account signatures with the organization’s financial institution after each election. In addition, it is the outgoing Treasurer’s responsibility to compile and present all banking documents and information about the previous and current budget to the new Treasurer.   

   

Section 5: Dissolution of Organization   

In the event of liquidation or dissolution, all assets are to be transferred to a 501(c)3 with a similar charter (e.g. NUSTian USA/NED Alumni etc.), under the tax laws of the United States. Such organization shall be determined by a majority of the members attending a General Assembly meeting called after dissolution proceedings have started.    

   

Article 12 – Publications and Advertising   

Section 1: Compliance   

All publications, shirts, flyers, and other forms of advertising/marketing must be approved by the Board prior to duplication and distribution.    

     

Article 13 - Ratification and Empowerment  

Section 1: Ratification   

This constitution shall become ratified by a 2/3rd approval of the voting members of the FAA.   

   

Section 2: Empowerment   

This constitution shall take effect only after it is approved by the voting members of the FAA.   

   

Article 14 - Amendments  

Amendments to the constitution must be proposed in writing to the President and the General Secretary. The amendment must then be presented to the voting members during a membership or special meeting and should include a full explanation and/or rationale for the amendment. The notice for such a meeting shall be mailed, or emailed to the voting members at least 14 days before the proposed meeting. The notice shall describe the amendment. The amendment must be voted on before or at the membership/special meeting. The amendment shall not take effect until approved by a 2/3rd affirmative vote of voting members of the FAA.   

   

History of Constitution  

•     Created: July, 2009 (Original Draft Constitution)   

•     Revised: November, 2024 (Latest)

             

Change Summary from existing bylaws (as of 11/9/2024)

Document Section	Change
Article 3 – Section 8	Changed “starting on July 1 and ending on June 30th” to “coinciding with the calendar year”
Article 4 – Section 1	Updated “Section 1.1: Regular Members    An individual becomes a regular member for the year when they meet conditions a(I) or a(II), along with conditions (b) and (c) listed below:  a.              I.                Any person who has successfully obtained a degree from the University or completed coursework and credit hours at FAST Institute of Computer science, leading to a degree from the University of Karachi or University of Punjab  a.               II.               A former student who has completedDonates a minimum of one academic year or 25 credit hours at the FAST Institute of Computer science or at the University  b.               Completes a membership registration form with all required information  (once at the time of joining)  c.               A person whose country of residence is the United States of America“   Updated “Section 1.2: Voting Members    Every regular member becomes a voting member of the Association if he/she meets all the following conditions:  a. Donated an amount toward one of $50 towards one of the programs of  FAA in the past two years, as determined annually by the Board of Directors. “   Added “Section 1.3: Honorary Members    This special type of membership may be extended to non-FAST graduates that have made valuable contributions towards the Association as approved by the Board. “
Article 4 – Section 2	Changed voting membership term to ‘one year’ instead of ‘one calendar year’
Article 4 – Section 3	Changed “Membership can only be revoked upon a 2/3rd affirmative vote of voting members“ to “Membership can only be revoked upon a 2/3rd  affirmative vote of the Board of Directors “
Article 5 – Section 1	Changed “the affairs of the Association shall be managed by the Board of Directors (Board) and the Founder.” to “the affairs of the Association shall be managed by the Board of Directors”   Removed “The Board and the Founder shall obtain approval of the General Assembly for any investment or expenditure in excess of $250.00.”
Article 5 – Section 3	Changed “A voting member of FAA for at least one year and is in good standing within the FAA“ to “A member who has been a  voting member of FAA for the last three years “ Added “In order to contest for these three Executive positions: President, Vice- President and the Treasurer, one must have served on the Board for atleast one term in the past”  Changed “Must reside in the United States of America (USA)” to “Must be a resident of the United States of America (USA)” Added “For the position of General Member (4.9), the voting member condition doesn’t apply”
Article 5 – Section 4	Added following entries: •        Event Manager  •        Volunteer Manager  •        Marketing Manager  •        Public Relations Manager •        General Member
Article 5 – Section 4.3	Added following entry: “Coordinate and distribute information regarding membership and activities of the FAA“
Article 5 – Section 4.5	Changed “Social Affairs Secretary” to “Event Manager”
Article 5 – Section 4.6- 4.9	Added the following entries: “Section 4.6: Volunteer Manager  Shall be responsible for:  •        Volunteer recruitment: develop and implement strategies to recruit and organize volunteer groups toward certain projects / goals set up by the organization  •        Volunteer coordination: manage schedules and track activities  •        Volunteer recognition: develop appropriate reward structures to appreciate volunteer contributions  Section 4.7: Marketing Manager  Shall be responsible for:  •        Brand management: consistent branding across communication channels  •        Fundraising support: to define and execute fundraising campaigns    •        Market research: conduct research on member needs (e.g. for networking, career support etc.) and define appropriate strategies  •        Partnership development: identify opportunities of partnerships with other organizations      Section 4.8: Public Relations Manager  Shall be responsible for:  •        Media relations (social / electronic media)  •        Management of press releases to announce significant events and milestones etc.  •        Internal communication with members with updates on the activities of the organization •        Issue Resolution and management: To manage reputation risks and issues with regards to public relations  Section 4.9: General Member  •        ‘Catch-all’ role, that helps other managing roles with miscellaneous activities”
Article 6 – Section 1	Changed “Elections will be held after two calendar years at a date decided by the election committee. Elections will be held virtually by online voting or per the process outlined by the election committee.” to:  “Elections will be held annually. At each after two calendar years at a date decided by the election, approximately half of the Board seats shall be contested, based on the following rules:   a.    Positions that are odd-numbered (4.1, 4.3, 4.5, 4.7 and 4.9) will be up for election in each odd year (e.g. 2025 and so on)  b.    Positions that are even numbered (4.2, 4.4, 4.6, and 4.8) will be up for election in each even year (e.g. 2026 and so on)  Each elected board member will serve a term for two years committee. Elections will be held virtually by online voting or per the process outlined by the election committee.”
Article 9 – Section 1	Changed “The quorum required to conduct business is a majority (more than 50%) of the officers and FAA’s voting members” to “Meetings are open to the members of the FAA.  The  quorum required to conduct business is a majority (more than 50%) of the officers”