Students for Fair Admissions, Inc. v. President and Fellows of Harvard College et al

Filing 419

DECLARATION re 417 MOTION for Summary Judgment by President and Fellows of Harvard College. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6, # 7 Exhibit 7, # 8 Exhibit 8, # 9 Exhibit 9, # 10 Exhibit 10, # 11 Exhibit 11, # 12 Exhibit 12, # 13 Exhibit 13, # 14 Exhibit 14, # 15 Exhibit 15, # 16 Exhibit 16, # 17 Exhibit 17, # 18 Exhibit 18, # 19 Exhibit 19, # 20 Exhibit 20, # 21 Exhibit 21, # 22 Exhibit 22, # 23 Exhibit 23, # 24 Exhibit 24, # 25 Exhibit 25, # 26 Exhibit 26, # 27 Exhibit 27, # 28 Exhibit 28, # 29 Exhibit 29, # 30 Exhibit 30, # 31 Exhibit 31, # 32 Exhibit 32, # 33 Exhibit 33, # 34 Exhibit 34, # 35 Exhibit 35, # 36 Exhibit 36, # 37 Exhibit 37, # 38 Exhibit 38, # 39 Exhibit 39, # 40 Exhibit 40, # 41 Exhibit 41, # 42 Exhibit 42, # 43 Exhibit 43, # 44 Exhibit 44, # 45 Exhibit 45, # 46 Exhibit 46, # 47 Exhibit 47, # 48 Exhibit 48, # 49 Exhibit 49, # 50 Exhibit 50, # 51 Exhibit 51, # 52 Exhibit 52, # 53 Exhibit 53, # 54 Exhibit 54, # 55 Exhibit 55, # 56 Exhibit 56, # 57 Exhibit 57, # 58 Exhibit 58, # 59 Exhibit 59, # 60 Exhibit 60, # 61 Exhibit 61, # 62 Exhibit 62, # 63 Exhibit 63, # 64 Exhibit 64, # 65 Exhibit 65, # 66 Exhibit 66, # 67 Exhibit 67, # 68 Exhibit 68, # 69 Exhibit 69, # 70 Exhibit 70, # 71 Exhibit 71, # 72 Exhibit 72, # 73 Exhibit 73, # 74 Exhibit 74, # 75 Exhibit 75, # 76 Exhibit 76, # 77 Exhibit 77, # 78 Exhibit 78, # 79 Exhibit 79, # 80 Exhibit 80, # 81 Exhibit 81, # 82 Exhibit 82, # 83 Exhibit 83, # 84 Exhibit 84, # 85 Exhibit 85, # 86 Exhibit 86, # 87 Exhibit 87, # 88 Exhibit 88, # 89 Exhibit 89, # 90 Exhibit 90, # 91 Exhibit 91, # 92 Exhibit 92, # 93 Exhibit 93, # 94 Exhibit 94, # 95 Exhibit 95, # 96 Exhibit 96, # 97 Exhibit 97)(Ellsworth, Felicia)

EXHIBIT 89

UNANIMOUS WRITTEN CONSENT
IN LIEU OF A MEETING
of
THE BOARD OF DIRECTORS
of
STUDENTS FOR FAIR ADMISSIONS, INC.

The undersigned, being and constituting all of the members of the Board of Directors of
Students for Fair Admissions, Inc. (the "Corporation"), a Virginia nonstock corporation, for
purposes of taking action in lieu of an organizational meeting of the Board of Directors of the
Corporation, pursuant to Section 13.1-841 of the Virginia Nonstock Corporation Act, hereby
adopt the following resolutions and waive all requirements of notice:
Amendment of Bylaws

WHEREAS, Section 7.05 of the Corporation's Bylaws provides that the Board of
Directors may amend the Bylaws in whole or in part by a majority vote of the directors then in
office;
WHEREAS, Article III of the Corporation's Bylaws provides that the Corporation shall
have "Members" with rights, privileges, and obligations established by the Board of Directors,
but shall not have voting rights and shall not be considered "members" within the meaning of the
Act;
WHEREAS, the Corporation's Members presently number more than 20,000, and the
Members have expressed a desire to participate directly in the leadership of the Corporation;
WHEREAS, the Board of Directors believes that Members should have a direct voice in
the Corporation's decision-making, including the management and direction of ongoing
litigation;
WHEREAS, the Board of Directors believes it is in the best interests of the Corporation
to amend the Bylaws to permit Members to directly elect a member of the Board of Directors;
WHEREAS, the Board of Directors has waived membership dues for Members since the
Corporation's inception because it believed that doing so would encourage participation, aid
membership recruitment, and ensure the success of the Corporation in its early stages;
WHEREAS, the Board of Directors believes it is in the best interests of the Corporation
to amend the Bylaws to clarify the dues requirements of Members;
WHEREAS, the Board of Directors has reviewed and considered the Amended Bylaws
(Exhibit A) to effect such changes;
BE IT RESOLVED, that said Amended Bylaws are adopted in their entirety and a copy is
ordered placed in the minute book of the Corporation.

CONFIDENTIAL

SFFA-Harvard 0000052

Establishment of Dues Policy for General Members

WHEREAS, Section 3.02 of the Corporation's Bylaws provided that Members shall have
the "rights, privileges, and obligations established by the Board of Directors;"
WHEREAS, Section 3.02 of the Amended Bylaws clarifies that General Members shall
pay membership dues as may be prescribed by the Board of Directors;
WHEREAS, the Board of Directors has waived membership dues for General Members
since the Corporation's inception because it believed that doing so would encourage
participation, aid membership recruitment, and ensure the success of the Corporation in its early
stages;
WHEREAS, the Corporation has been m existence for nearly one year and has
experienced extraordinary membership growth;
WHEREAS, the Board of Directors believes it is in the best interests of the Corporation
to begin assessing membership dues upon the one-year anniversary of the Corporation's
formation;
BE IT RESOLVED, that the Corporation shall continue to waive membership dues for
individuals who become General Members prior to July 30, 2015; and
FURTHER RESOLVED, that the Corporation shall require individuals who become
General Members on or after July 30, 2015 to pay a one-time assessment of $10 as membership
dues.
Adoption of Member-Elected Director Election Procedures

WHEREAS, Article IV of the Amended Bylaws created a new directorship to be elected
by the Corporation's General Members (the "Member-Elected Director");
WHEREAS, Section 4.04(b) of the Amended Bylaws provides that the Member-Elected
Director shall be elected in conjunction with the annual meeting of the Board of Directors by an
affirmative vote of a majority of the General Members;
WHEREAS, Section 4.04(b) of the Amended Bylaws further provides that the Board of
Directors shall determine the time, method, manner, and eligibility of voting for the MemberElected Director;
WHEREAS, the Board of Directors has determined that it is in the best interests of the
Corporation to hold an election for the Member-Elected Director in conjunction with the Board
of Directors' upcoming 2015 annual meeting;
WHEREAS, the Board of Directors has further determined that it is in the best interests
of the Corporation to conduct the election in accordance with the attached "Procedures for
Electing Member-Elected Directors" (Exhibit B);

-2-

CONFIDENTIAL

SFFA-Harvard 0000053

BE IT RESOLVED, that the "Procedures for Electing Member-Elected Directors" are
adopted in their entirety, and the first election for the Member-Elected Director shall be held in
accordance with these procedures.
Authorization and Ratification
BE IT RESOLVED, that the officers of the Corporation are hereby authorized to do all
things, take all actions, and to execute, deliver, and file all documents, in the name and on behalf
of the Corporation, as may be determined by the officers to be necessary or appropriate to give
effect to the foregoing resolutions and the matters contemplated thereby (the appropriateness of
which shall be conclusively determined by the taking of such action); and
FURTHER RESOLVED, that any and all actions taken and documents executed by the
officers of the Corporation in furtherance of the foregoing resolutions or the matters
contemplated thereby are hereby ratified, confirmed, and approved in all respects.

* *

*

This action by unanimous written consent may be signed in any number of counterparts,
all of which when taken together will constitute one and the same document.

Dated: June 19, 2015
[SIGNATURE PAGE FOLLOWS]

-3-

CONFIDENTIAL

SFFA-Harvard 0000054

&fG~:cttCkht"A(;:L t(t

t .".'<. ,t.Xf\,M.H ~: t\ltf ll!L\ Ctt-~5E~l"
[:I-, ULC Gt,· .t M!tEH~-.iG

CONFIDENTIAL

SFFA-Harvard 0000055

SJGNATURE PA.GE TO
UNANIMOUS WRITTEN CONSENT
IN LIEU OF A MEETING
()_/

THE BOARD OF DIRECTORS
of

STlJDENTS FOR . AIR ADMISSIONS~ INC,
F
lN WrrNESS WHEREOF,. the undersigned have. . ·· ···
.
. .
. . . execui.d rhis Written Con:-se1_t::is qf the
.. 1 _
date set forth above .
~-

Edward Blum
Director

Abigail Fisher

Director
··" / ' .. :. .....

~.

,•

.•·

···.

·---:::d(: .•... <:;.)~:·.·£'..·~.,:.,,:.//___··;/;;+.A-i.'.:~: :· .·,. ___.__ _
_
PJchard Fisher
Director

CONFIDENTIAL

·

SFFA-Harvard 0000056

SIGNATURE PAGE TO
UNANIMOUS WRITTEN CONSENT
IN LIEU OF A MEETING
of
THE BOARD OF DIRECTORS
of
STUDENTS FOR FAIR ADMISSIONS, INC.

IN WITNESS WHEREOF, the undersigned have executed this Written Consent as of the
date set forth above.

Edward Blum
Director

Abigail Fisher
Director

Richard Fisher
Director

CONFIDENTIAL

SFFA-Harvard 0000057

EXHIBIT A
Amended Bylaws
(see attached)

CONFIDENTIAL

SFFA-Harvard 0000058

BYLAWS
of

STUDENTS FOR FAIR ADMISSIONS, INC.

(Formed under the Virginia Nonstock Corporation Act)
(Adopted August 6, 2014; Amended June 19, 2015)
ARTICLE I
Name and Location

Section 1.01 Name. The name of the corporation is Students for Fair Admissions, Inc.
(the "Corporation").
Section 1.02 Location. The principal office of the Corporation shall be located at 2200
Wilson Blvd., Suite 102-13, Arlington, VA 22201, or at any other place approved by the Board
of Directors.
Section 1.03 Registered Office and Agent.
The Corporation shall continuously
maintain a registered office and agent within the Commonwealth of Virginia at such place as
may be designated by the Board of Directors. The Corporation's initial registered office and
agent are set forth in the Articles of Incorporation.
ARTICLE II
Purposes

The Corporation is organized and shall be operated exclusively for charitable, religious,
scientific, literary, educational and other purposes within the meaning of Section 501 (c)(3) of the
Internal Revenue Code of 1986, as now in effect or as hereafter may be amended (the "Code").
The purposes for which the Corporation is formed are to defend human and civil rights secured
by law, including the right of individuals to equal protection under the law, through litigation and
any other lawful means, and to engage in any lawful act or activity for which corporations may
be organized under the Virginia Nonstock Corporation Act (the "Act"). In furtherance thereof,
the Corporation shall have all the general powers enumerated in Sections 13.1-826 and 13.1-827
of the Act.
ARTICLE III
Membership

Section 3.01 Members. The Corporation shall have one class of members, referred to
as General Members, which shall not be "members" within the meaning of the Act and shall
have only the rights specifically set forth in these Bylaws.
Section 3.02 General Members. Any individual who seeks to support the purposes and
mission of the Corporation, pays membership dues as may be prescribed by the Board of

CONFIDENTIAL

SFFA-Harvard 0000059

Directors, and meets any additional standards and procedures that may be prescribed from time
to time by the Board of Directors shall be eligible to become a General Member. General
Members shall have the right to vote for one (1) Member-Elected Director pursuant to Section
4.04.
Section 3.03 Revocation; Resignation. The Board of Directors may revoke the
membership of any General Member on the grounds that the General Member has engaged or is
engaging in activities which are, in the sole discretion of the Board of Directors, contrary to the
purposes of the Corporation. A General Member may resign at any time upon written notice to
the Corporation.
ARTICLE IV
Board of Directors

Section 4.01 Power of Board of Directors. The business and affairs of the Corporation
shall be managed by the Board of Directors.
Section 4.02 Number of Directors. The number of directors of the Corporation shall be
five (5) and shall consist of four (4) Board-Elected Directors and one (1) Member-Elected
Director.
Section 4.03
Corporation.
Section 4.04

Qualifications.

All directors must be General Members of the

Election and Term of Directors.

(a)
Board-Elected Directors. There shall be four (4) Board-Elected Directors.
Board-Elected Directors shall be elected at the applicable annual meeting of the Board of
Directors by an affirmative vote of a majority of the directors then in office, to serve for terms of
two (2) years from the date of their election, and each shall continue in office until his or her
successor is elected or qualified, or until his or her prior death, resignation, or removal.
(b)
Member-Elected Director. There shall be one (1) Member-Elected
Director. The Member-Elected Director shall be elected in conjunction with the applicable
annual meeting of the Board of Directors by an affirmative vote of a majority of the General
Members, to serve for a term of two (2) years from the date of such director's election, and such
director shall continue in office until his or her successor is elected or qualified, or until his or
her prior death, resignation, or removal. The time, method, manner, and eligibility of voting for
the Member-Elected Director shall be determined by the Board of Directors. Neither cumulative
nor proxy voting shall be allowed in such elections. The candidate receiving the highest number
of votes shall be elected.
Section 4.05 Vacancies. A vacancy of a Board-Elected Directorship may be filled by a
majority vote of the directors then in office although less than a quorum, or by a sole remaining
director. A vacancy of a Member-Elected Directorship shall be filled by an affirmative majority
vote of the General Members. Such election shall be held within sixty (60) days of the MemberElected Directorship becoming vacant; provided that an election to fill a vacancy resulting from

-2-

CONFIDENTIAL

SFFA-Harvard 0000060

the creation of a new Member-Elected Directorship shall be held within ninety (90) days of such
creation. A director elected to fill a vacancy shall be elected for the unexpired term of his or
predecessor in office and until his or her successor is elected and qualified.
Section 4.06 Removal. Any director may be removed with or without cause at any time
by action of the Board. A director may be removed only at a meeting called for that purpose
(together with other purposes, if any).
Section 4.07 Resignations. Any director may resign at any time upon written notice to
the Corporation. Unless otherwise specified in the written notice, the resignation shall be
effective upon delivery to the Corporation.
Section 4.08 Quorum of the Board of Directors and Action of the Board of Directors.
Unless a greater proportion is required by law or by these Bylaws for adoption of a particular
action, a majority of the directors shall constitute a quorum for the transaction of business and,
except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the vote
of a majority of the directors present at the meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 4.09 Meetings of the Board of Directors. An annual meeting of the Board of
Directors shall be held each year at such time and place as shall be fixed by the Board of
Directors, for the election of officers and directors and for the transaction of such other business
as may properly come before the meeting. Regular meetings of the Board of Directors shall be
held at such times as may be fixed by the Board of Directors. Special meetings of the Board of
Directors may be held at any time whenever called by a majority of the directors then in office.
Notice of all special meetings shall be delivered in writing to all directors and shall specify the
matters to be addressed at such meeting. Meetings of the Board of Directors may be held at such
places within or without the Commonwealth of Virginia as may be fixed by the Board of
Directors for annual and regular meetings and in the notice of meeting for special meetings.
Section 4.10 Informal Action by the Board of Directors. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the
Board of Directors may be taken without a meeting if all directors consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written consents thereto
by the directors shall be filed with the minutes of proceedings of the Board of Directors. A
written consent and the signing thereof may be accomplished by one or more electronic
transmissions, including a signed email message from the applicable director.
Section 4.11 Meetings by Conference Telephone. Any one or more members of the
Board of Directors may participate in a meeting of such Board of Directors by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can communicate with one another. Participation in a meeting by
such means shall constitute presence in person at the meeting.
Section 4.12 Compensation of Directors.
The Corporation may not pay any
compensation to directors for services rendered, except that directors may be reimbursed for

-3-

CONFIDENTIAL

SFFA-Harvard 0000061

expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as
approved by a majority of the entire Board of Directors.
ARTICLE V
Committees

Section 5.01 General Provisions. A majority of the Board of Directors may create one
or more committees and appoint members of the Board of Directors to serve on them. To the
extent specified by the Board of Directors, each committee may exercise the authority of the
Board of Directors, except that a committee may not exercise authority prohibited by law.
Section 5.02 Committee Rules. Requirements for the Board of Directors set forth
herein or, if applicable, in Sections 13 .1-864 through 13 .1-868 of the Act as now in effect or as
may hereafter be amended, or any other statutory provision, governing meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements shall apply to
committees and their members as well.
ARTICLE VI
Officers, Agents, and Employees

Section 6.01 Officers. The Board of Directors shall elect or appoint a President,
Secretary, and Treasurer, and it may, if it so determines, elect or appoint one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers, and other officers and may give any of
them such further designation or alternate titles as it considers desirable. The same individual
may simultaneously hold more than one office in the Corporation.
Section 6.02 Term of Office, Vacancies and Removal. Each officer shall hold office
for the term for which he or she is elected or appointed and until his or her successor is elected or
appointed and qualified, or until his or her earlier death, resignation or removal. All officers
shall be elected or appointed at the annual meeting of the Board of Directors, except in the case
of initial officers and vacancies resulting from any resignation or removal, which may be filled
by the Board of Directors as needed. An officer appointed or elected to fill a vacancy shall hold
office for the unexpired term of his or her predecessor in office, and until his or her successor is
elected and qualified. Any officer may be removed by the Board of Directors with or without
cause at any time.
Section 6.03 Resignation. Any officer may resign at any time by giving written notice
to the Corporation. Unless otherwise specified in the written notice, the resignation shall be
effective upon delivery to the Corporation.
Section 6.04 Powers and Duties of Officers. Subject to the control of the Board of
Directors, all officers as between themselves and the Corporation shall have such authority and
perform such duties in the management of the Corporation as may be provided by the Board of
Directors and, to the extent not so provided, as generally pertain to their respective offices.
President. The President shall serve as the chief executive officer of the Corporation and
preside at all meetings of the Board of Directors. The President shall supervise and

-4-

CONFIDENTIAL

SFFA-Harvard 0000062

control all of the affairs of the Corporation and oversee the management of the
Corporation in accordance with policies and directives approved by the Board of
Directors, including appointing assistants and hiring employees as necessary to ensure
orderly operations.
Secretary. The Secretary shall be responsible for the keeping of an accurate record of the
proceedings of all meetings of the Board of Directors, shall give or cause to be given all
notices in accordance with these Bylaws or as required by law, and shall perform all
duties customary to the office of Secretary.
Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds and
securities of the Corporation. He or she shall keep or cause to be kept complete and
accurate accounts of receipts and disbursements of the Corporation, and shall deposit all
monies and other valuable property of the Corporation in the name and to the credit of the
Corporation in such banks or depositories as the Board of Directors may designate.
Whenever required by the Board of Directors, the Treasurer shall render a statement of
accounts. He or she shall at all reasonable times exhibit the books and accounts to any
officer or director of the Corporation, and shall perform all duties incident to the office of
Treasurer, subject to the supervision of the Board of Directors, and such other duties as
shall from time to time be assigned by the Board of Directors.

Section 6.05 Agents and Employees. The Board of Directors may appoint agents and
employees who shall have such authority and perform such duties as may be prescribed by the
Board of Directors. The Board of Directors may remove any agent or employee at any time with
or without cause. Removal without cause shall be without prejudice to such person's contract
rights, if any, and the appointment of such person shall not itself create contract rights.
Section 6.06 Compensation of Officers, Agents and Employees. The Corporation may
pay compensation to officers for services rendered to the Corporation in their capacity as
officers, and officers may be reimbursed for expenses incurred in the performance of their duties
to the Corporation, in reasonable amounts as approved by a majority of the entire Board of
Directors. The Corporation may pay compensation in reasonable amounts to agents and
employees for services rendered, such amounts to be fixed by the Board of Directors or, if the
Board of Directors delegates power to any officer or officers, then by such officer or officers.
The Board of Directors may require officers, agents or employees to give security for the faithful
performance of their duties.
ARTICLE VII
Miscellaneous

Section 7.01 Fiscal Year. The fiscal year of the Corporation shall be the calendar year
or such other period as may be fixed by the Board of Directors.
Section 7.02 Corporate Seal. The corporate seal, if any, shall be circular in form, shall
have the name of the Corporation inscribed thereon and shall contain the words "Corporate Seal"
and "Virginia" and the year the Corporation was formed in the center, or shall be in such form as
may be approved from time to time by the Board of Directors.

-5-

CONFIDENTIAL

SFFA-Harvard 0000063

Section 7.03 Checks, Notes, Contracts. The Board of Directors shall determine who
shall be authorized from time to time on the Corporation's behalf to: (A) sign checks, drafts, or
other orders for payment of money; (B) to sign acceptances, notes, or other evidences of
indebtedness; (C) to enter into contracts; and (D) to execute and deliver other documents and
instruments.
Section 7.04 Books and Records. The Corporation shall keep correct and complete
books and records of account, the activities and transactions of the Corporation, minutes of the
proceedings of the Board of Directors and any committee of the Corporation, a current list of the
directors and officers of the Corporation, their business addresses and the Corporation's most
recent annual report. Any of the books, minutes, and records of the Corporation may be in
written form or in any other form capable of being converted into written form within a
reasonable time.
Section 7.05 Amendment of Articles of Incorporation and Bylaws. The Articles of
Incorporation or Bylaws of the Corporation may be amended in whole or in part by a majority
vote of the directors then in office and upon the taking of any other actions required under the
Act.
Section 7.06 Indemnification and Insurance. The Corporation shall indemnify any
director, any former director, any person who while a director of the Corporation may have
served at its request as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, and may, by resolution of the Board of Directors, indemnify any officer, employee, or
agent against any and all expenses and liabilities actually and necessarily incurred by him or her
or imposed on him or her in connection with any claim, action, suit, or proceeding (whether
actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which
he or she may be or is made a party by reason of being or having been such director, officer,
employee or agent; subject to the limitation, however, that there shall be no indemnification in
relation to matters unless such person: (1) conducted himself or herself in good faith;
(2) believed in the case of conduct in his or her official capacity with the Corporation that his or
her conduct was in the best interest of the Corporation; and in all other cases that his or her
conduct was at least not opposed to the best interests of the Corporation; or (3) in the case of any
criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was
unlawful. Further, there shall be no indemnification in connection with a proceeding (A) by or in
the right of the Corporation in which the director, officer, employee or agent was judged liable to
the Corporation, or (B) in which improper personal benefit is charged.
The Corporation shall upon order of a court of competent jurisdiction indemnify a
director who entirely prevails in the defense of any proceeding to which he or she was a party
because he or she is or was a director of the Corporation, for reasonable expenses incurred by
him or her in connection with the proceeding.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be
limited to, counsel fees and other fees; costs and disbursements; judgments, fines, and penalties
against, and amounts paid in settlement by, such director, officer, employee or agent. The

-6-

CONFIDENTIAL

SFFA-Harvard 0000064

Corporation may pay for or reimburse the reasonable expenses in advance of final disposition of
the proceeding provided that the provisions of Section 13 .1-878 of the Act are met.
The provisions of this Article shall be applicable to claims, actions, suits, or proceedings
made or commenced after the adoption hereof, whether arising from acts or omissions to act
occurring before or after adoption hereof.
The indemnification provided by this Article shall not be deemed exclusive of any other
rights to which such director, officer, or employee may be entitled under any statute, bylaw,
agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the
Corporation to make any indemnification permitted by law.
The Board of Directors may authorize the purchase of and maintain insurance on behalf
of any director, officer, employee or agent of the Corporation against any liability asserted
against or incurred by him or her which arises out of such person's status in such capacity or who
is or was serving at the request of the Corporation as a director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan
or otherwise, or out of acts taken in such capacity, whether or not the Corporation would have
the power to indemnify the person against that liability under law.
If any part of this Section shall be found in any action, suit or proceeding to be invalid or
ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Section 7.07 Dissolution. The Corporation may be dissolved at any time by majority
vote of the directors then in office and upon the taking of any other actions required under the
Act. In the event of dissolution or final liquidation of the Corporation, all of the remaining assets
of the Corporation shall, after paying or making provision for the payment of all of the liabilities
and obligations of the Corporation and for necessary expenses thereof, be distributed as
determined by the Board of Directors in accordance with the Articles of Incorporation and
applicable law.

-7-

CONFIDENTIAL

SFFA-Harvard 0000065

EXHIBITB
Procedures for Electing Member-Elected Directors

Students for Fair Admissions, Inc.'s ("SFF A") General Members are entitled to elect one
(1) individual to serve on SFFA's Board of Directors (the "Member-Elected Director"). SFFA's
Bylaws provide that the Board of Directors is responsible for determining the time, method,
manner, and eligibility of voting for such elections. The following election procedures shall be
followed when an election for a Member-Elected Director is required by the Bylaws.
1.
Announcement of Election. The Board of Directors shall send an email to its
General Members announcing that there will be an election for the Member-Elected Director.
The date on which the announcement email is sent shall be the "Record Date," which shall be
used to set the deadlines below and to determine eligibility to participate in the election. The
announcement email shall call for self-nominations, clearly identify all deadlines, and include a
copy of these election procedures.
2.
Candidate Qualifications. A candidate for Member-Elected Director must be a
General Member of SFFA as of the Record Date.
3.
Nomination Process. Any individual who would like to be a candidate for
Member-Elected Director must submit a self-nomination no later than fourteen (14) days after
the Record Date at 11 :59 P.M. E.D.T. The self-nomination must include the candidate's name,
address, telephone number, email address, and a personal statement of 500 words or less
describing the candidate's qualifications and explaining why the candidate would like to serve on
SFFA's Board of Directors. The self-nomination must be submitted via email to the email
address specified in the announcement email.
4.
Selection of Nominees; Appearance on Ballot. No more than five (5) candidates
shall appear on the ballot. In the event that more than five (5) individuals submit selfnominations, the Board of Directors shall select five (5) nominees to appear as candidates on the
ballots.
5.
Eligibility to Vote. Any individual who is an General Member of SFFA as of the
Record Date is eligible to vote in the election for Member-Elected Director. Each eligible voter
is entitled to cast one ballot in the election. Cumulative and proxy voting are prohibited.
6.
Distribution of Personal Statements and Ballots. No later than twenty-one (21)
days after the Record Date, the Board of Directors shall send an email to the General Members
eligible to vote setting forth the name, city/state, and personal statement of each candidate as
well as a link to the online ballot.
7.
Voting Period. The time period for voting shall begin as soon as the ballots are
distributed and shall end twenty-eight (28) days after the Record Date at 11 :59 P.M. E.D.T.
8.
Winner. The candidate receiving the highest number of votes shall be elected. In
the event of a tie between candidates, the Board of Directors shall determine the tie by a coin

CONFIDENTIAL

SFFA-Harvard 0000066

toss. The Board of Directors has the sole authority and discretion to resolve any disputes
concerning the election.
9.
Declaration of Winner. No later than thirty-one (31) days after the Record Date,
the Board of Directors shall email the General Members declaring the winner of the election.
The winner shall take office immediately upon this declaration.
10.
Amendment of Procedures. The Board of Directors may amend these procedures
at any time without notice, provided that such amendments do not take effect during the time
period between the Record Date and the declaration of the winner.

-2-

CONFIDENTIAL

SFFA-Harvard 0000067