As adopted on November 21, 2000
PREAMBLE
These By-Laws are adopted as an amendment to and replacement of the by-laws, last updated effective June 22, 1998, of DECUS U.S. Chapter ("DECUS"), an unincorporated Massachusetts association, and are adopted in conjunction with the conversion of said association into the Massachusetts corporation named Enterprise Computing Association U.S., Inc. (the "Corporation"). These By-Laws shall take effect as the by-laws of the Corporation on the date that the Articles of Organization of the Corporation are accepted by the Secretary of State of the Commonwealth of Massachusetts.
ARTICLE I - MEMBERS
ARTICLE II - DIRECTORS; COMMITTEES
ARTICLE III - OFFICERS
ARTICLE IV - MEETINGS OF MEMBERS
ARTICLE V - DIRECTORS' MEETINGS
ARTICLE VI - INDEMNIFICATION
ARTICLE VII - MISCELLANEOUS
ARTICLE VIII - AMENDMENT OF BY-LAWS
ARTICLE I - MEMBERS
Section 1.1. Classes of Members.
There shall be one class of Members of the Corporation for voting purposes. The Board of Directors may from time to time divide such class into sub-classes - for example, "Basic" and "Sustaining" Members - and grant certain privileges or perquisites to those Members who make cash or other contributions to the Corporation.
Section 1.2. Qualifications for and Duration of Membership.
The initial membership of the Corporation shall consist of all persons who are Members of DECUS at the adoption of these Bylaws, and their memberships shall come up for renewal at such time(s) as would have obtained had DECUS continued in existence. Subject to the foregoing, the Members shall be such persons who may be admitted to membership in such manner and under such requirements as may from time to time be prescribed by the Board of Directors. Membership in the Corporation shall be open those individuals who meet such requirements and are:
- interested in advancing the mission and goals of the Corporation,
- willing to subscribe to the Bylaws of the Corporation, and
- otherwise qualified under the provisions set forth in these Bylaws.
Membership shall be for a period of one year and shall be renewable for additional periods in accordance with procedures established by the Board of Directors. Persons who are not residents of the United States shall be eligible for membership but their membership fees may, in the Board of Directors' discretion be set at higher rates than the fees charged to U.S. residents.
Section 1.3. Suspension or Removal.
The Board of Directors may, at any meeting, by a two-thirds vote of those Directors present, suspend the membership of any Member whose conduct the Board deems to have violated these By-Laws or to be otherwise detrimental to the best interest of the Corporation, such suspension to be effective immediately. The Board shall meet to determine the member's removal no later than one hundred and eighty (180) days subsequent to the action to suspend. Written notice of the date of such meeting, and that the agenda therefor includes removal of the Member concerned, will be mailed to the Board and the suspended Member no later than forty-five (45) days prior to the meeting. The Member will be granted an opportunity to be heard prior to removal. To terminate membership, the two-thirds (2/3) vote of the entire Board is necessary. Provided such notice and opportunity are given, nothing in these By-Laws shall be construed as creating any right to or obligation of "due process." Members serving on the Board of Directors may not be suspended or removed under this section. The Board will notify the Member concerned of any vote suspending or removing such Member.
Section 1.4. Resignations.
A Member may resign his or her membership at any time by written instrument delivered to the Corporation at its principal office or to any officer of the Corporation, effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
ARTICLE II - DIRECTORS; COMMITTEES
Section 2.1. Number, Qualification and Election.
The Board of Directors of the Corporation shall consist of nine (9) elected and voting Directors except as provided in the immediately succeeding sentence, and such non-voting Directors as may from time to time be appointed pursuant to Section 2.9 below. As of the adoption of these By-Laws, the Directors in office shall be those eight persons who were, immediately prior thereto, elected directors of DECUS, but the vacancy created by the increase in elected directorships shall not be deemed to exist until the first election immediately following the adoption of these By-Laws. Directors shall be chosen from among the Members of the Corporation. The Board shall each year designate two or more persons, who shall not be Directors, to receive suggested nominations from Members, develop a slate of candidates, receive and validate nomination petitions, conduct the annual election of Directors, and carry out such other responsibilities as may be specified by the Board of Directors, all according to procedures specified by the Board. In all events any member in good standing who is nominated by petition of Members in good standing, equal in number to at least fifteen percent (15%) of the number of members who voted in the last preceding election, shall be presented to the membership as a candidate for election, provided that such petition is received at leas forty-five (45) days prior to the scheduled distribution date for the ballot in question. (The names of those nominated, and ballot forms, shall be sent to each Member, and each Member may cast votes, non-cumulatively, for as many candidates as there are seats to be filled, all according to procedures established by the Board. The candidates, equal in number to the vacancies to be filled, receiving the highest numbers of votes shall be declared elected to the Board. Ties shall be resolved by lot in a manner determined by the Board.
Section 2.2. Terms of Office.
Subject to the special transitional rules provided in this Section 2.2, Directors shall serve terms of three calendar years, beginning on the first day of the year following the year in which they are elected, and until their successors are elected and qualified. No Director may serve consecutively more than two three-year terms. As of the adoption of these By-Laws, there are four Directors in office who are eligible to be re-elected or replaced in 2000 for a term of office beginning January 1, 2001, and four who are eligible to be re-elected or replaced for a term of office beginning January 1, 2002. The four directorships subject to election in 2000, and the additional vacancy created by the increase in size of the Board from eight to nine elected Directors, shall be filled by election carried out after the adoption of these By-Laws and prior to December 31, 2000, provided that the three candidates receiving the largest numbers of votes shall be elected for three-year terms, and the two candidates receiving the fourth and fifth largest numbers of votes shall be elected for two-year terms. In 2001, an election shall be held for the four remaining directorships, provided that the three candidates receiving the largest numbers of votes shall be elected for three-year terms, and the candidate receiving the fourth largest number of votes shall be elected for a one-year term. In 2002, an election shall be held for the three directorships becoming vacant due to the expiration of the special terms of less than three years provided for above.
Section 2.3. Duties and Powers.
The Board of Directors shall have the general management and control of all the property and affairs of the Corporation, and shall exercise all of the powers of the Corporation, except such as are conferred by law or by these By-Laws or the Articles of Organization upon the Members. Individual Directors of the Corporation, acting in committee as set forth below or otherwise, may be charged with such other duties and shall have such other powers (to the extent permitted by law) as may be delegated to them from time to time by the Board of Directors or any officer herein authorized so to do or as may be imposed upon them by law.
Section 2.4. Vacancies.
In case a vacancy shall occur for any reason in the Board of Directors, a majority of the remaining Directors (or all the remaining Directors, if less than a quorum) shall fill such vacancy. Any nomination of a candidate to fill such vacancy shall be made by the President. A Director so nominated and elected shall hold office only until the next meeting of the Members at which the office would regularly be filled and until a successor is chosen and qualified.
Section 2.5. Resignation and Removal.
Any Director may resign by written notice to the President. Any Director may be removed from the Board for cause by the unanimous vote of the remaining Directors, at any meeting called for the purpose. "Cause" for such purpose shall mean malfeasance, misfeasance, or conduct in violation of these By-laws, and the determination of the Board that such has occurred will be binding on the removed Director and all persons having an interest. Any Director proposed to be removed shall be entitled to at least five (5) days notice in writing of the Board of Directors meeting at which such removal is to be voted upon and shall be entitled to appear before and participate with the Board of Directors at such a meeting. Provided such notice and opportunity are given, nothing in these By-Laws shall be construed as creating any right to or obligation of "due process." In addition to the foregoing, any Director may be removed for cause or no cause by recall vote of the Members. A recall vote shall be held upon the petition of Members numbering at least five percent (5%) of all Members in good standing, as verified by disinterested members of the Board within forty-five (45) days following receipt of such petition. No later than the 45th day following receipt of a valid petition, the Board will submit such recall to the Members, who shall have thirty (30) days to vote thereon. If two-thirds of those Members voting approve the recall, and if those so voting constitute at least one-third (1/3) of all Members then in good standing, the recall shall be given effect, and shall take effect on the day after the close of voting.
Section 2.6. Executive Committee.
The Board of Directors may elect at any time from among their number an Executive Committee, which shall have and may exercise, during intervals between meetings of the Board of Directors, all powers vested in the Board of Directors which are permitted by law to be delegated to an executive committee, provided however, that the Board may not delegate its powers to elect Directors or officers, to fill vacancies in such offices, or to remove officers or Directors from office.
The Board of Directors may at any time remove or replace any member of the Executive Committee. The Board may also designate one or more Directors as alternate members of such Committee, who may replace any absent member at any meeting of such Committee.
Section 2.7. Other Committees.
The Board of Directors may from time to time establish such standing or ad hoc committees as it deems necessary. The President shall nominate, subject to the approval of the Board, the chair of each such committee, and after consultation with the chair shall nominate the members of the committee, subject to the approval of the Board. Any vacancy occurring in any such committee may be filled in the same manner.
Section 2.8. Proceedings of Committees.
Except as the Board of Directors may otherwise determine, the manner of conducting the business of the Executive Committee or any other committee, whether at a meeting or otherwise, shall be determined from time to time by the members thereof, and it shall act by vote of a majority of its membership. Meetings of a committee may be called in such manner and held at such place as the committee from time to time may determine. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors and to the President upon request.
Section 2.9. Non-Voting Directors.
The voting members of the Board of Directors may from time to time by majority vote appoint one or more persons to serve in an advisory role to the Board as non-voting Directors. Non-voting Directors shall receive notice of all meetings of the Board, but failure to give them notice shall not affect the validity of the meeting or any vote taken thereat. Non-voting Directors may serve on committees of the Board other than the Executive Committee. Non-voting Directors shall not hold any other elective or appointive office in the Corporation, shall have no right to vote in any matter before the Board or any committee, shall not be entitled to participate in the calling of any meeting, and shall not be counted in any manner in the computation of any quorum. Without limitation of the foregoing, Sections 2.2 through 2.6 above and Article III, Section 4.2, and Section 5.3 below shall not apply to any non-voting Director. Any non-voting Director may be removed from office at any time by a majority vote of the Directors present at any meeting of the Board.
ARTICLE III - OFFICERS
Section 3.1. Officers.
The officers of the Corporation shall be a President, a Vice President, a secretary/treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. Officers must be chosen from among the Board of Directors. As of the adoption of these By-Laws, the officers of the Corporation shall be those persons who were, immediately prior thereto, officers of DECUS.
Section 3.2. Terms of Office.
The President shall serve a two-year term; the Vice President and secretary/treasurer shall serve one-year terms. As of the adoption of these By-Laws, all officers are eligible to be re-elected or replaced no later than the first meeting of Directors held in the year 2001. For purposes only of electing officers, those persons who are to serve as Directors in a given calendar year may meet in advance of the beginning of such calendar year, provided that the term of office of any officer so elected will not commence until the beginning of such calendar year. The President, Vice President, and secretary/treasurer shall each serve until the end of the applicable one-year or two-year term, as the case may be, and thereafter until his/her successor is elected and qualified. All other officers shall hold office during the pleasure of the Board of Directors.
Section 3.3. President - Powers and Duties.
The President shall preside at all meetings of the Members and all meetings of the Board of Directors at which he or she shall be present, and shall be the primary spokesperson for the Corporation. The President shall determine the agenda for all such meetings, subject to the requirements of applicable law and these By-Laws. In addition to the powers set forth specifically in these By-Laws, the President shall have, subject to the supervision of the Board of Directors, general management, charge and control of all the affairs of the Corporation, and he or she shall be its chief executive officer.
Section 3.4. Vice President - Powers and Duties.
The Vice-President shall have such powers and be charged with such duties, including (to the extent permitted by law) such of the powers and duties of the President, during the absence or inability to act of the President, as the Board of Directors may prescribe or as the President may designate.
Section 3.5. secretary/treasurer.
The secretary/treasurer shall keep or cause to be kept regular books of account which are to be available at all times for inspection by any Director, and shall report to the Board of Directors on the financial condition of the Corporation whenever requested to do so by the Board or the President. He or she shall have custody of all documents of title and valuable papers. Subject to the supervision and control of the Board of Directors, he or she shall receive and disburse the funds of the Corporation. The secretary/treasurer shall also have custody of the corporate seal and shall be present at and keep minutes of all meetings of the Members and of the Board of Directors, shall give notice of meetings of the Members and of the Board of Directors and shall perform all duties commonly incident to his or her office or which may be properly required of him or her by the Board or the President.
Without limitation of the foregoing, the secretary/treasurer shall be deemed to hold the statutory office of 'clerk" and as such shall be a resident of the Commonwealth of Massachusetts unless the corporation has a duly appointed resident agent.
The Board of Directors may from time to time appoint one or more Assistant Treasurers and/or Assistant Secretaries. Any such officer shall have such powers and be charged with such duties, including (to the extent permitted by law) any or all of the powers and duties of the secretary/treasurer, as the Board of Directors may prescribe or as the secretary/treasurer shall delegate.
If the secretary/treasurer and all Assistant Secretaries, if any, are absent from any meeting of the Members or of the Board of Directors, the Members or Directors at such meeting, or in the absence of a majority vote the officer presiding thereat, may appoint a Temporary Secretary to keep the records of the meeting and to perform such other duties in connection with that office as the person(s) appointing him or her may prescribe.
Section 3.6. Miscellaneous Duties and Powers.
In addition to the foregoing specifically enumerated duties and powers, the several officers of the Corporation shall be charged with such other duties and shall have such other powers (to the extent permitted by law) as may be delegated to them from time to time by the Board of Directors or any officer herein authorized so to do or as may be imposed upon them by law.
Section 3.7. Resignation or Removal.
Any officer may resign by giving written notice to the President or to the Board of Directors. The President, Vice President, or secretary/treasurer may be removed by a unanimous vote of the other Directors; all other officers may be removed by majority vote of the Board of Directors. Resignation or removal as an officer does not constitute resignation or removal from the Board of Directors, but resignation or removal from the Board of Directors shall constitute resignation or removal from office.
Section 3.8. Vacancies.
If the office of President should fall vacant, the Vice President shall serve as President until the next meeting of the Board of Directors, at which the Vice President shall preside in order to elect a successor to serve the balance of the President's term. If the office of Vice President or Secretary/Treasurer should fall vacant, his/her successor shall be elected at the next meeting of the Board to serve the balance of his/her term.
ARTICLE IV - MEETINGS OF MEMBERS
Section 4.1. Annual Meeting.
The annual meeting of the Members shall be held in every year on the second Monday in March (or if that day falls on a legal holiday in the place where the meeting is to be held, on the next succeeding business day) at the principal office of the Corporation within the Commonwealth of Massachusetts, unless the Directors appoint some other date or place. At such meeting the Members shall hear the reports of the President and secretary/treasurer and transact such other business as may otherwise properly come before the meeting. In the event that for any reason the annual meeting shall not be held as herein provided, a special meeting of the Members shall be held in lieu of and for the purposes of the annual meeting with all the force and effect of an annual meeting.
Section 4.2. Special Meetings.
Special meetings of the Members may be called at any time by the President, or by a majority of the Directors. Special meetings shall also be called by the secretary/treasurer, or in the case of his or her death, absence, incapacity or refusal, by any other officer, upon receipt of a written application signed by Members representing at least ten percent of the smallest quorum of Members required for a vote upon any matter at the Annual Meeting of Members. Any application by Members for a special meeting must state the place, day, hour and purposes of the meeting.
Section 4.3. Notice.
A written or printed notice of any annual or special meeting of the Members, stating the place, day, hour, and purposes (which shall not be exclusive) of such meeting, shall be given to each Member by the person authorized by these By-Laws to call a meeting, at least seven (7) days before the date of the meeting by leaving such notice with the Member, delivering it to his or her residence or usual place of business, mailing the same, postage prepaid, to him or her at the last recorded address of such Member on the books of the Corporation, or by sending the same by facsimile transmission or electronic mail to the last recorded fax number or electronic mail address on the books of the Corporation. It shall be the duty of each Member to notify the Corporation of his or her post office address, fax number, and electronic mail address. Whenever notice of a meeting is required to be given a Member under any provision of the General Laws of the Commonwealth of Massachusetts or of the Corporation's Articles of Organization or By-Laws, a written waiver thereof, executed before or after the meeting by such member or by his or her attorney thereunto duly authorized and filed with the records of the meeting, whether or not such Member continues to be a Member at the time of his or her execution of such waiver, shall be deemed equivalent to such notice.
Section 4.4. Quorum.
A majority of the total number of Members, or in case the number of Members shall be an even number greater than two, then one-half of such number, present or duly represented by proxy at the meeting, shall constitute a quorum for the transaction of business at any meeting of the Members, provided, however, that if there shall be at least ten (10) Members who are present or duly represented by proxy at the meeting, then such number shall constitute a quorum for the transaction of business thereat, irrespective of the total number of Members.
Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted at the meeting as originally called.
Section 4.5. Vote Required.
If a quorum is represented at a meeting, the affirmative vote of a majority of the Members who are present or duly represented by proxy at the meeting shall be sufficient to elect any Director or to transact any business unless the matter is one upon which by express provision of law or of the Articles of Organization or By-Laws of the Corporation, as amended, a different vote is required or permitted, in which case such express provision shall govern.
Section 4.6. Method of Voting and Proxies.
Each Member of the Corporation shall be entitled to one vote at any meeting of the Members of the Corporation or at any adjournment thereof. Any Member not present in person at any such meeting may vote thereat by an attorney-in-fact named in a proxy signed by such Member and filed with the secretary/treasurer prior to the commencement of the meeting, but no such instrument which is dated more than six months before the meeting specified therein shall be accepted. Except as otherwise limited therein, proxies shall entitle the persons who are authorized to vote thereby to vote at any adjournment of such meeting, but no such proxy instrument shall be valid after the final adjournment of such meeting. All proxies shall be filed with the secretary/treasurer at the meeting, or at any adjournment thereof, before being voted.
Action in respect of any matter shall be by ballot upon request of any Member.
Section 4.7. Action by Consent.
Any action required or permitted to be taken at any meeting of Members may be taken without a meeting if all of the Members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the Members. Such consents shall be treated for all purposes as a vote at a meeting.
ARTICLE V - DIRECTORS' MEETINGS
Section 5.1. Meetings of Directors.
A meeting of the Board of Directors, open to all Members, shall be held in every year. Any other regular meeting of the Board of Directors may be held at such time and place as may be fixed from time to time by the President. Special meetings of the Board of Directors shall be called by the President at the request of a majority of the Directors. Any regular or special meeting of the Board of Directors may be held either within or without the Commonwealth, and shall be open to the Members in accordance with such policies as the Board may determine.
Section 5.2. Notice.
Notice of meetings of the Board of Directors shall be given in writing or transmitted by mail, facsimile, or electronic mail, signed by the President or secretary/treasurer, and sent to all Directors no less than fifteen (15) days before the meeting. The notice shall state the date, time and place of the meeting and, in the case of any special meeting, the general nature of the business proposed to be transacted at such meeting. Notice of a meeting need not be given to any Director if a written waiver of notice executed by him is filed with the records of the meeting before or after the meeting. Notice of a meeting need not be given to a Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice thereof. Any business whatever may be transacted at a meeting of the Board of Directors although it may not have been specified in the notice or waiver of notice of the meeting. No notice of an adjourned meeting of the Board of Directors shall be necessary.
Section 5.3. Quorum.
At any meeting of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Except as otherwise expressly provided by law or by the Articles of Organization or by these By-Laws, as amended, the affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be sufficient to transact any business which may properly come before the meeting.
Section 5.4. Action by Consent.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all of the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting.
Section 5.5. Meetings by Telephone.
Any meeting of the Board of Directors or of the Executive Committee or any standing or ad hoc committee thereof, may be held by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
Section 5.6. Notice to Members.
The Board of Directors shall give notice to all Members, by such means and at such times as the President may determine, of the date, time and place of each of its meetings, provided that no notice need be given of any special meeting if the President determines that such meeting should be held on five or fewer business days' notice to the Board of Directors. The official minutes of all meetings of the Board of Directors, and all other official actions of the Board, shall be made available to the Members in accordance with such policies as the Board may determine.
ARTICLE VI - INDEMNIFICATION
Section 6.1. Indemnification.
For purposes of this Section, the term "Officer or Director" means (i) each person who at any time serves or has served as a Director or officer of the Corporation, and (ii) each Director or officer of the Corporation who at the Corporation's request serves as a director, officer, employee, trustee or other agent of another entity (including without limitation any subsidiary or any employee benefit plan). The indemnification provided herein shall not exceed that which is consistent with the Corporation's status as an entity exempt from federal income taxation by reason of Section 170 of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of an successor to such Code.
Section 6.2. Claims and Suits Against Officers and Directors.
The Corporation shall reimburse and indemnify each Officer or Director to the extent permitted by law and without prejudice to any other rights the Officer or Director might have, against all liabilities, costs and Expenses arising out of any action, suit, or proceeding involving or threatened against the Officer or Director, while in office or thereafter, by reason of his or her being or having been an Officer or Director, or by reason of any action taken or not taken in any such capacity. "Expenses" shall include but shall not be limited to the following: payments for judgments, settlements, fines, penalties, counsel fees and disbursements, reasonably incurred by the Officer or Director in connection with or resulting from the defense or disposition of any actual or threatened action, suit or other proceeding. An "action, suit or proceeding" shall include any civil, criminal, administrative or investigative proceeding before any court or administrative or legislative or investigative body.
Section 6.3. Advance of Expenses.
Reimbursement or indemnification hereunder of counsel fees and other costs and Expenses incurred in defending an actual or threatened action, suit or proceeding may be made in advance of its final disposition, but only after the Officer or Director indemnified undertakes to repay such reimbursement or indemnification in the event that he or she is not entitled to indemnification as adjudicated or otherwise determined. The Corporation may accept such an undertaking without regard to the financial ability of such Officer or Director to honor it.
Section 6.4. Contractual Rights.
Each Officer or Director, by reason of his or her continuing such service or accepting such election or employment, shall have the right to be reimbursed and indemnified by the Corporation as set forth above with the same force and effect as if the Corporation, to induce him or her to continue so to serve or to accept such election or employment, had specifically agreed in writing to reimburse and indemnify him or her in accordance with this Section.
Section 6.5. Claims Settled Out of Court.
An Officer or Director shall not be reimbursed or indemnified for costs, attorneys' fees or Expenses in connection with the settlement of any matter unless the Officer or Director shall have first notified the Corporation of the matter and that it involved indemnification, and unless such settlement is approved as in the best interests of the Corporation as follows: (a) by vote of a majority of the Directors then in office if such majority are all disinterested, or (b) by vote of a majority of the disinterested Directors then in office (even though the disinterested directors be less than a quorum), or (c) by any disinterested person or persons to whom the question may be referred by vote of a majority of such disinterested Directors, or (d) by any disinterested person or persons to whom the question may be referred by the Board.
A "disinterested" person is one who has no action, suit or other proceeding on the same or similar grounds pending or threatened against him or her.
Section 6.6. Required Standard of Conduct.
An Officer or Director shall not be reimbursed or indemnified in connection with (i) any matter in which any court or arbitration panel having jurisdiction makes a final determination that the Officer or Director did not act in good faith in the reasonable belief that his or her action was in the best interests of the Corporation, or, if such matter arises out of service at the Corporation's request in a fiduciary capacity (including, without limitation, of any employee benefit plan), that his or her actions were not in the best interests of those to whom a fiduciary duty was owed, or (ii) his or her payment of a settlement made to the Corporation itself.
No Officer or Director shall be liable to anyone for making any determination as to the existence or absence of liability of the Corporation hereunder or for making, or refusing to make, any payment hereunder in reliance upon advice of counsel.
Section 6.7. Settlement of Claim or Action by Corporation.
Nothing in this Article VI shall prevent the Corporation from reaching a settlement before a final adjudication of any claim, including claims for reimbursement or indemnification under this Section, against the Corporation when such settlement appears to be in the best interests of the Corporation.
Section 6.8. Insurance.
By action of the Board of Directors, notwithstanding any interest of the Directors in such action, the Corporation may purchase and maintain insurance, in such amounts as the Board may from time to time deem appropriate, on behalf of all persons or any one or more persons coming within the scope of the foregoing indemnification provisions, against any liability incurred by them in any such capacity, or arising out of their status as such, whether or not the Corporation would have the power to indemnify them against such liability.
ARTICLE VII - MISCELLANEOUS
Section 7.1. Seal.
The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine.
Section 7.2. Fiscal Year.
Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on the 31st day of December in each year.
Section 7.3. Bonds.
The Board of Directors may from time to time require from any one or more of the officers or agents of the Corporation that he, she, or they shall give bond for the faithful performance of duties. Any such bond shall be in such form, in such sum and with such sureties as the Board of Directors may determine. The premiums for all such bonds shall be paid by the Corporation.
Section 7.4. Execution of Writings; Financial Authority.
Unless the Board of Directors shall otherwise generally or in any specific instance provide:
- any bill or note or check shall be made or signed in the name and on behalf of the Corporation by the President or the secretary/treasurer or an Assistant Treasurer or such other officers as shall be authorized to do so from time to time by the Board of Directors;
- the secretary/treasurer may from time to time delegate to one or more employees of the Corporation the authority to sign checks on behalf of the Corporation in amounts not to exceed $5000; and
- any other contract or written instrument shall be signed in the name and on behalf of the Corporation by the President or the Secretary Treasurer or such other officer or officers as shall be authorized to do so from time to time by the Board of Directors, and such officer so signing such instrument may also seal, acknowledge and deliver the same. Any instrument purporting to affect an interest in real estate shall be executed in the name of the Corporation by two of its officers, jointly, of whom one is the President (or any Vice-President) and the other is the secretary/treasurer (or any Assistant Treasurer).
No person shall have the authority to pledge the credit of the Corporation for any purpose or incur any contractual obligation on behalf of the Corporation except as authorized pursuant to clause (c) immediately above.
Section 7.5. Respecting Certain Contracts.
Directors, officers, and Members of this Corporation may be connected with other corporations, or with trusts, partnerships, joint ventures, or other business entities, with which from time to time this Corporation has business dealings. In the absence of fraud, no contract or other transaction between this Corporation and any such entity and no act of this Corporation shall be affected by the fact that a Director, officer or Member of this Corporation is pecuniarily or otherwise interested in or is a director, trustee, officer, or member of such entity, provided that his or her interest shall be disclosed or shall have been known to the Board of Directors or a majority thereof. Furthermore, in the absence of fraud, any Director, officer or Member of this Corporation may individually be a party to or may be pecuniarily or otherwise interested in any contract or transaction to which this Corporation is a party, provided that the fact that he or she is so interested shall be disclosed or shall have been known to the Board of Directors or to a majority thereof. With respect to any profit or benefit realized on any contract or transaction described above, no such Director, officer or Member shall be liable to account to the Corporation. Any such person who is a Director may be counted in determining the existence of a quorum at any meeting of the Board of Directors and may validly vote for the purpose of authorizing, approving or ratifying any such contract or transaction.
Section 7.6. Dividend, Profit and Compensation.
No Member or Director shall receive by reason of such membership or directorship, any dividend, profit, or compensation from the Corporation, provided however that there shall be allowed reimbursement by the Corporation of reasonable expenses incurred on behalf of the Corporation in the course of any activity for the Corporation, by any Member, Director, or officer of the Corporation.
Section 7.7. Corporate Employees.
The Board of Directors may from time to time employ or appoint a full-time or part-time Chief of Staff or Executive Director and such other personnel as may be desirable and necessary to supervise the facilities of the Corporation and to plan and conduct its activities, and the Board of Directors shall have power to fix the compensation for such personnel.
Section 7.8. Electronic Communications.
Nothing in these By-Laws shall be construed to prevent the participation by Members in the affairs of the Corporation by such electronic means as the Board of Directors shall from time to time prescribe.
ARTICLE VIII - AMENDMENT OF BY-LAWS
Section 8.1. Initiation of Amendments.
Amendments to these By-Laws may be proposed by (i) Directors constituting at least two-thirds (2/3) of the Board of Directors, or (ii) a petition delivered to the President bearing the signatures of Members numbering at least two and one-half percent (2.5%) of the number of persons who are Members in good standing. The Board shall be responsible for validating or invalidating the signatures on any such petition within fifteen (15) days of its receipt by the President.
Section 8.2. Adoption of Amendments.
Each proposed amendment shall be submitted to the membership for ratification, provided that if an amendment proposed by petition of Members is received six months or less before the next regularly scheduled election of Directors, distribution of the ballots for such amendment may at the Board's discretion be deferred and combined with the ballots for such election. Ballots for the proposed amendment shall be distributed to all Members. To be counted, each returned ballot must be received within thirty (30) days of the date of distribution. The amendment will be deemed adopted if ratified by two-thirds (2/3) of properly returned ballots.
Section 8.3 Emergency Amendments by the Board.
In an emergency the Board may, by vote of six-sevenths (6/7) of the Directors then in office, amend these By-Laws, effective immediately. Ballots for the ratification of any such emergency amendment shall be distributed to all Members within ten (10) days of the Board's vote adopting the amendment. To be counted, each returned ballot must be received within thirty (30) days of the date of distribution. The amendment will be deemed adopted if ratified by two-thirds (2/3) of properly returned ballots.
Section 8.4 Effective Date.
Amendments shall be effective on the date approved, or on the date specified in the amendment.
Section 8.5 Publication.
Notice of adopted changes in the By-Laws shall be published in a publication distributed to all Members as soon as practicable but no later than one hundred eighty (180) days after the effective date.