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

Filing 454

DECLARATION of Michael Connolly in Support of SFFA's Opposition to Harvard's Motion for Summary Judgment by Students for Fair Admissions, Inc.. (Attachments: # 1 Exhibit 262, # 2 Exhibit 263, # 3 Exhibit 264, # 4 Exhibit 265, # 5 Exhibit 266, # 6 Exhibit 267, # 7 Exhibit 268, # 8 Exhibit 269, # 9 Exhibit 270, # 10 Exhibit 271, # 11 Exhibit 272, # 12 Exhibit 273, # 13 Exhibit 274, # 14 Exhibit 275, # 15 Exhibit 276, # 16 Exhibit 277, # 17 Exhibit 278, # 18 Exhibit 279, # 19 Exhibit 280, # 20 Exhibit 281, # 21 Exhibit 282, # 22 Exhibit 283, # 23 Exhibit 284, # 24 Exhibit 285)(Consovoy, William) (Additional attachment(s) added on 7/31/2018: # 25 Unredacted DECLARATION of Michael Connolly in Support of SFFA's Opposition to Harvard's Motion for Summary Judgment (Filed Under Seal), # 26 Exhibit 262 (Filed Under Seal), # 27 Exhibit 263 (Filed Under Seal), # 28 Exhibit 264 (Filed Under Seal), # 29 Exhibit 265 (Filed Under Seal), # 30 Exhibit 266 (Filed Under Seal), # 31 Exhibit 267 (Filed Under Seal), # 32 Exhibit 268 (Filed Under Seal), # 33 Exhibit 269 (Filed Under Seal), # 34 Exhibit 270 (Filed Under Seal), # 35 Exhibit 271 (Filed Under Seal), # 36 Exhibit 272 (Filed Under Seal), # 37 Exhibit 273 (Filed Under Seal), # 38 Exhibit 274 (Filed Under Seal), # 39 Exhibit 275 (Filed Under Seal), # 40 Exhibit 276 (Filed Under Seal), # 41 Exhibit 277 (Filed Under Seal), # 42 Exhibit 278 (Filed Under Seal), # 43 Exhibit 279 (Filed Under Seal), # 44 Exhibit 280 (Filed Under Seal), # 45 Exhibit 281 (Filed Under Seal), # 46 Exhibit 282 (Filed Under Seal), # 47 Exhibit 283 (Filed Under Seal), # 48 Exhibit 284 (Filed Under Seal), # 49 Exhibit 285 (Filed Under Seal)) (McDonagh, Christina).

EXHIBIT 264

BYLAWS
of
STUDE~TS FOR FAIR ADMISSIONS, lNC.
(Formed under the Virginia Nonstock Corporation Act)
(Adopted August 6, 2014; Amended June 19, 2015)

ARTICLE I
Name and Location
Section 1.01
(the "Corporation").

Name. The name of the corporation is Students for Fair Admissions, Inc.

Section 1.02 Location. The principal office of the Corporation shall be located at 2200
Wilson Blvd., Suite I 02-13, Arlington, VA 2220 I, or at any other place approved by the Board
of Directors.
The Corporation shall continuously
Section 1.03 Registered Office and Agent.
maintain a registered office and agent within the Commonwealth of Virginia al 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 oflncorporation.

ARTICLE II
Pwposes
The Corporation is organized and shall be operated exclusively for charitable, religious,
scientific, litera1y, 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 fu1thcrancc 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 Member·. Any individual who seeks to support the purposes and
mission of the Corporation, pays membership dues as may be prescribed by the Board of

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Direclors, and meels any additional standards and procedures that may be prescribed rrom Lime
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 (I) Member-Elected Director pursuant to Section
4.04.
Section 3.03 Revocation; Resignation.
The Board of Directors may revoke the
membership or any General Member on the grounds lhat Lhe 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 Tem1 of Directors.

(a)
Board-E lected Director . 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 dale 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.
Member-Elecled Director.
There shall be one (I) Member-Elected
(b)
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, Lo serve for a term of Lwo (2) years from the dale 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 vole 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 aflirmative majority
vole of Lhe General Members. Such election shall be held within six.Ly(60) days oflhe MemberElected Directorship becoming vacant; provided that an election to fill a vacancy resulting from

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Lhecreation or a new Mernber-Elecled Directorship shall be held wilhin ninely (90) days or 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 direclor 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 Resi nati ns. 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 Director and Action of the Board of Dire tors.
Unless a greater proporlion is required by Jaw or by these Bylaws for adoplion of a parlicular
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 oflncorporation or LheseBylaws, 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 or 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 Jn forma l Action by the Board of .Directors. Unless otherwise restricted by
the Articles oflncorporation 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 Direclors. A
written consent and the signing thereof may be accomplished by one or more electronic
transmissions, including a signed email message from Lheapplicable director.
Section 4.11 Meeting by Conference Te leph ne. 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.
The Corporation may not pay any
Section 4.12 Compe n, a Lion of Directors.
compensation to directors for services rendered, except that directors may be reimbursed for

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expenses incurred in Lheperformance of Lheir dulies LoLheCorporation, in reasonable amounls 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 Lhe 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
'ommi ttee Ru les. 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 olher statutory provision, governing meelings, aclion without
meetings, notice and waiver of notice, and quorum and voting requirements shall apply to
commiltees 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 Tem1 of Office , Vacancies and Removal. Each officer shall hold office
for the tenn for which he or she is elected or appointed and until his or her successor is elected or
appointed and qualified, or unlil 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 Re ignaLion. Any officer may resign at any time by giving writlen nolice
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 Otlic ers. 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 LheCorporation and
preside at all meetings of the Board of Directors. The President shall supervise and

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conlrol all of Lhe affairs of Lhe 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.
Secretmy. The Secretary shall be responsible for the keeping of an accurate record of the
proceedings of all meetings oflhe Board of Directors, shall give or cause Lobe 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 Compen sa tion of O fficers. Age nts 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
Lo 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 Lheir 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 Sea l. 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.

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Section 7 .03
hecks, Notes, 'onLracL~ The Board or 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 ot1icers of the Corporation, their business addresses and the Corporation's most
recent annual repo11. Any of the books, minutes, and records of the Corporation may be in
written form or in any other fom1 capable of being converted into written form within a
reasonable time.
Section 7.05 Amendment of Articles or Incorpora tion and Bylaw s. 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 fom1er 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 Lo 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 selllement by, such director, officer, employee or agent. The

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Corporation may pay for or reimburse the reasonable expenses in advance or final disposition or
the proceeding provided that the provisions of Section 13.1-878 of the Act are met.
The provisions of this A,ticle shall be applicable to claims, actions, suits, or proceedings
made or commenced after the adoption hereof, whether arising from acts or omissions Lo 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, ofiicer, 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 Disso lution. 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.

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