ARTICLE I
Board of Directors
Section
1. Directorship. The
Corporation is organized upon a directorship basis. The
property, business and affairs of the Corporation will be
governed by its Board of Directors.
Section
2. Number and Term
of Office. The Board of Directors of this Corporation
will consist of not less than 15 nor more than 30 persons,
as determined by the Board of Directors.
The
terms of the Directors will be staggered so that at each annual
meeting, approximately one-third of the Directors will be elected. The
term of office of any Director will be for three years from
the date of his or her election or appointment by the affirmative
vote of a majority of the Directors then in office and continue
until his or her successor has been elected and qualified,
unless the Director is appointed to fill a vacancy, in which
event it will be for the remainder of the term to which the
Director is succeeding.
Section
3. Resignation, Removal
and Vacancies. A Director may resign by written notice
to the Corporation. The resignation will be effective upon
its receipt by the Corporation or a subsequent time as set forth
in the notice of resignation. A Director may be removed,
either with or without cause, by the affirmative vote of
a majority of the Directors then in office.
If
a vacancy has occurred among the members of the Board as a result
of death, resignation, removal, or otherwise, the vacancy may be
filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors.
Section
4. General Powers
as to Negotiable Paper. The Board of Directors
may, from time to time, authorize the making, signature or
endorsement of checks, drafts, notes and other negotiable
paper or other instruments for the payment of money and designate
the persons who will be authorized to make, sign or endorse
the same on behalf of the Corporation.
Section
5. Powers as to Other
Documents. All material contracts, conveyances
and other instruments may be executed on behalf of the Corporation
by the President or any Vice President, and, if necessary,
attested by the Secretary or the Treasurer.
Section
6. Compensation. Directors
will serve without compensation but may be reimbursed for
actual, reasonable and necessary expenses incurred by a Director
in his or her capacity as a Director.
ARTICLE II
Membership
Section
1. Members. Non-voting
membership in the Corporation shall be open to individuals,
organizations, institutions, and corporations interested
in advancing the purposes of the Corporation, and will consist
of such classes and be based on such conditions as determined
by the Board of Directors from time to time.
ARTICLE III
Meetings
Section
1. Annual Meeting. The
annual meeting of the Directors of the Corporation will be
held at the principal office of the Corporation during the
month of June in each year, or at any other place and date
as designated by the Directors for the purpose of electing
Directors and officers for the ensuing year and for the transaction
of other business properly brought before the meeting.
Section
2. Regular Meetings. Regular
meetings of the Board of Directors may be held without notice if
the time and place of the meeting has been determined by resolution
of the Board. At least one regular meeting of the Board
must be held each year.
Section
3. Special Meetings. Special
meetings of the Directors may be called by the President and will
be called by the President or Secretary at the direction of not
less than two Directors or as may otherwise be provided by law. Special
meetings will be held at the principal office of the Corporation
unless otherwise directed by the President or Secretary and stated
in the notice of meeting. Any request for a meeting
by the Directors must state the purpose or purposes of the
proposed meeting.
Section
4. Notice of Meeting. Except
as otherwise provided by these Bylaws or by law, written notice
containing the time and place of all meetings of the Board of Directors
will be given either personally or by mail to each Director not
less than ten days before a regular meeting and not less than two
days before a special meeting. Notice of a regular meeting
need not state the purpose or purposes of the meeting nor the business
to be transacted at the meeting. Notice of a special
meeting must state the purpose or purposes of the meeting.
Attendance
of a Director at a meeting constitutes a waiver of notice
of the meeting, except where the Director attends the meeting
for the express purpose of objecting to the transaction of
any business because the meeting was not lawfully called
or convened.
Section
5. Quorum and Voting. One-half
of all the Directors will constitute a quorum of the Board of Directors
at any meeting. The vote of a majority of the Directors
present at a meeting at which a quorum is present will constitute
the action of the Board of Directors, unless the vote of
a larger number is required by law or by other sections of
these Bylaws or the Articles of Incorporation.
Section
6. Conduct at Meetings. Meetings
of the Directors will be presided over by the President. The
Secretary or an Assistant Secretary of the Corporation or,
in their absence, a person chosen at the meeting will act
as Secretary of the meeting.
Section
7. Action by Unanimous
Written Consent. Any action required or permitted to
be taken at an annual or special meeting of Directors may be taken
without a meeting, without prior notice and without a vote, if
all of the Directors consent in writing to the action so taken. Written
consents will be filed with the minutes of the proceedings
of the Board of Directors.
Section
8. Telephonic Conferences. A
Director may participate in a meeting of Directors by conference
telephone or similar communications equipment by which all persons
participating in the meeting may hear each other if all participants
are advised of the communications equipment and the names of the
participants in the conference are divulged to all participants. Participation
in a meeting pursuant to this section constitutes presence
in person at the meeting.
ARTICLE IV
Officers
Section
1. Election or Appointment. The
Board of Directors will elect a President, a President-Elect, an
Executive Vice President, a Secretary and a Treasurer of the Corporation
at each annual meeting and may elect a Vice President, Assistant
Secretary and Assistant Treasurer. The same person may hold
any two or more offices, but no officer will execute, acknowledge
or verify any instrument in more than one capacity. The
Directors may also appoint any other officers and agents
as they deem necessary for accomplishing the purposes of
the Corporation.
Section
2. Term of Office. The
term of office of all officers will commence upon their election
or appointment and will continue until the next annual meeting
of the Corporation and until their respective successors are chosen
or until their resignation or removal. Any officer
may be removed from office at any meeting of the Directors,
with or without cause, by the affirmative vote of a majority of
the Directors then in office, whenever in their judgment the best
interest of the Corporation will be served.
An
officer may resign by written notice to the Corporation. The
resignation will be effective upon its receipt by the Corporation
or at a subsequent time specified in the notice of the resignation.
Section
3. Compensation. Any
officer who is an employee of the Corporation will receive
reasonable compensation for his or her services as fixed
by the Board of Directors.
Section
4. The President. The
President will be the chief governing officer of the Corporation. The
President will see that all orders and resolutions of the Board
of Directors are carried into effect. The President and Executive
Vice President will execute all authorized conveyances, contracts
or other obligations in the name of the Corporation except where
required by law to be otherwise signed and executed and except
where the signing and execution is expressly delegated by the Directors
to some other person. The President will preside at
meetings of the Directors and in his or her absence, the
Directors present at the meeting will designate another presiding
officer.
Section
5. President-Elect. The
President-Elect will, in the absence or disability of the
President, perform the duties and exercise the powers of
the President and will perform any other duties prescribed
by the Board of Directors or the President.
Section
6. Vice President. The
Vice President will, in the absence or disability of the
President and the President-Elect, perform the duties and
exercise the powers of the President and will perform any
other duties prescribed by the Board of Directors or the
President.
Section
7. Executive Vice
President. The Executive Vice President will be the chief
operating officer of the Corporation and will have general and
active management of the activities of the Corporation. The
Executive Vice President may execute authorized conveyances,
contracts or other obligations in the name of the Corporation
except when required by law to be otherwise signed and executed
and except where the signing and execution is expressly delegated
by the Director to some other person.
Section
8. The Secretary. The
Secretary will attend all meetings of the Board of Directors and
record the minutes of all proceedings in a book to be kept for
that purpose. The Secretary will give or cause to be
given notice of all meetings of the Board of Directors for
which notice may be required and will perform any other duties
prescribed by the Directors.
Section
9. The Treasurer. The
Treasurer will oversee the financial activities of the Corporation. The
Treasurer will perform all duties incident to the office of Treasurer
and other administrative duties as may be prescribed by the Board
of Directors. All books, papers, vouchers, money and other
property of whatever kind belonging to the Corporation which are
in the Treasurer’s possession or under his or her control
will be returned to the Corporation at the time of his or
her death, resignation or removal from office.
Section
10. Assistant Secretaries and
Assistant Treasurers. The Assistant Secretary
and the Assistant Treasurer, respectively in the absence
of the Secretary or Treasurer, as the case may be, will
perform the duties and exercise the powers of the Secretary
or Treasurer and will perform any other duties prescribed
by the Board of Directors.
ARTICLE V
Committees
Section
1. Executive Committee. The
Board of Directors may establish an Executive Committee consisting
of two or more members of the Board. The Executive
Committee, subject to those limitations as may be required
by law or imposed by resolution of the Board of Directors,
may exercise all powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation
between meetings of the Board of Directors, except that such
Executive Committee will not have power or authority to:
(a) Amend
the Articles of Incorporation;
(b) Adopt
an agreement of merger or consolidation;
(c) Approve
the sale, lease or exchange of all or substantially all of the
Corporation’s property and assets;
(d) Approve
the dissolution of the Corporation or a revocation of a dissolution;
(e) Amend
the Bylaws of the Corporation;
(f) Fill
vacancies on the Board; or
(g) Fix
compensation of the Directors for serving on the board or
on a committee.
Section
2. Other Committees. The
Board of Directors may designate other committees as deemed appropriate
to help the Board accomplish its work, including advisory committees. The
chair of each advisory committee will have the authority to appoint
persons to serve on that committee. The committees
will have the authority as delegated to them by the Board
of Directors.
Section
3. Procedure. All
Board committees, and each member thereof, will serve at the pleasure
of the Board of Directors. The Board of Directors will have
the power at any time to increase or decrease the number of members
of any committee, to fill vacancies thereon, to change any member
thereof, and to change the functions or terminate the existence
of any committee. Regular or special meetings of any
committee may be held in the same manner provided in these
Bylaws for regular or special meetings of the Board of Directors,
and a majority of any committee will constitute a quorum
at the meeting.
ARTICLE VI
Indemnification
Section
1. Indemnification. The
Corporation will, to the fullest extent now or hereafter permitted
by law, indemnify any Director or officer of the Corporation (and,
to the extent provided in a resolution of the Board of Directors
or by contract, may indemnify any volunteer, employee or agent
of the Corporation) who was or is a party to or threatened to be
made a party to any threatened, pending, or completed action, suit
or proceeding by reason of the fact that the person is or was a
Director, officer, volunteer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director,
trustee, officer, partner, volunteer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not for profit, against expenses including
attorneys’ fees (which expenses may be paid by the
Corporation in advance of a final disposition of the action,
suit or proceeding as provided by law), judgments, penalties,
fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with the action, suit
or proceeding if the person acted (or refrained from acting)
in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding, if
the person had no reasonable cause to believe his or her
conduct was unlawful.
Section
2. Rights to Continue. This
indemnification will continue as to a person who has ceased to
be a Director or officer of the Corporation. Indemnification
may continue as to a person who has ceased to be a volunteer, employee
or agent of the Corporation to the extent provided in a resolution
of the Board of Directors or in any contract between the Corporation
and the person. Any indemnification of a person who
was entitled to indemnification after such person ceased
to be a Director, officer, volunteer, employee or agent of
the Corporation will inure to the benefit of the heirs and
personal representatives of that person.
ARTICLE VII
Conflicts of Interest
Section
1. Disclosure. When
a member of the Board or an officer is affiliated with an organization
seeking to provide services or facilities to the Corporation, or
when a member of the Board or officer has any duality of interest
or possible conflict of interest, real or apparent, such affiliation
or conflict of interest should be disclosed to the Board of Directors
and made a matter of record, either when the interest becomes a
matter of Board action or as part of a periodic procedure to be
established by the Board. An affiliation with an organization
will be considered to exist when a Board member or officer
or a member of his or her immediate family or close relative
is an officer, director, trustee, partner, employee or agent
of the organization, or has any other substantial interest
or dealings with the organization.
Section
2. Voting. Any
Board member or officer having a duality of interest or possible
conflict of interest on any matter should not vote or use his or
her personal influence on the matter, and should not be counted
in determining a quorum for the meeting at which the matter is
voted upon, even though permitted by law. The Board should
obtain and rely on appropriate comparability data, when appropriate. The
minutes of the meeting should reflect that the disclosure
was made, that the interested Board member abstained from
voting, that his or her presence was not counted in determining
a quorum, and that comparability data was considered and
used as a basis for making the decision.
Section
3. Statement of Position. The
foregoing requirements should not be construed to prevent
a Board member or officer from stating his or her position
on the matter under consideration, nor from answering questions
of other Board members relating to the matter.
ARTICLE VIII
Miscellaneous
Section
1. Fiscal Year. The
fiscal year of the Corporation will end on the last day of
June.
Section
2. Amendments. These
Bylaws may be amended or repealed by the affirmative vote
of a majority of the Directors of the Corporation then in
office.
