FULLY AMENDED AND RESTATED BYLAWS
ASSOCIATED PRESS MEDIA EDITORS ASSOCIATION
Incorporated under the laws of the State of New York
Adopted and Current as of Oct. 10, 2013
LOCATION, AND OFFICES
Section 1.1 Name.
name of the Corporation is: Associated Press Media Editors Association.
LOCATION AND CORPORATE SEAL
2.1. Principal Office of the
principal office of the Corporation shall be in New York, New York. The principal office may be moved and
other offices may also be established and maintained at such other place or
places as may be designated from time to time by the Board of Directors where
the business of the Corporation may be transacted with the same effect as
though done or held at said principal office.
2.2 Seal. The Corporation may adopt a seal.
AND GOVERNING INSTRUMENTS
Section 3.1 Non-profit Corporation.
Corporation is organized and operated as a non-profit corporation under the
provisions of the New York Not-for-Profit Corporation Law (Act).
Section 3.2 Section
Corporation has been organized and shall operate exclusively for the following
general and specific purposes: to serve as an association of editors at
newspapers, broadcast outlets and journalism educators and student leaders in
the United States and Canada. The Association will work closely with The
Associated Press to foster journalism excellence and to support a national
network for the training and development of editors who run multimedia
newsrooms. The Corporation shall further set or otherwise establish ethical and
journalistic standards for newspapers and in the battle for freedom of
information and the First Amendment.
Corporation shall further be authorized to accept, hold, invest, reinvest, and
administer any gifts, legacies, bequests, devises, funds, and property of any
sort or nature, and to use, expend, or donate the income or principal thereof
for, and to devote the same to, the foregoing purposes of the Corporation; and
do any and all lawful acts and things which may be necessary, useful, suitable,
or proper for the furtherance or accomplishment of the purposes of the
Section 3.3 Governing
Corporation shall be governed by its Articles of Incorporation and these
Section 4.1 Members.
Corporation shall have members comprised of the following:
person who is the editor, executive editor or managing editor, or holds any
other title that provides for senior responsibilities for the news, online or
editorial staffs of a member newspaper of The Associated Press or The Canadian
Press shall be eligible for membership in this Association;
person who is a news director, news manager or holds any other title that
provides for senior responsibilities for the news of a broadcast outlet that is
a member of The Associated Press shall be eligible for membership in the
person who is an administrator, professor, instructor, leader or adviser of a
journalism studies program at an accredited and/or recognized university or
college, or any person who is an editor or in a leadership position at a
newspaper, radio station, website or other news outlet at a recognized
university or college (collectively "Educators”) shall be eligible for
membership in the Association. Provided, however, that Educators shall not be
eligible for election to the Board of Directors but may vote for directors of the
newspaper or broadcast outlet may have more than one member of the Association
and each member shall have voting privileges. A university or college may have
more than one member of the Association and each such member shall have voting
Section 4.2 Change in Status of Member.
for the following circumstances, a member who no longer qualifies for
membership under Section 4.1 shall lose his or her membership immediately upon
loss of qualification. Upon
application of the individual member, the Board of Directors may continue the
membership of a member editor who is no longer a news executive on the staff of
an Associated Press (AP) or Canadian Press (CP) member newspaper or a member
broadcast outlet but who now is a news executive of a corporation which owns AP
or CP member newspapers, or who now is a Publisher of an AP or CP member
newspaper. Such continued members who are executives of AP or CP member
newspapers or broadcast outlets shall be eligible to vote for the Board of
Directors and shall have all of the other rights and privileges of membership
in the Association. Such continued members who are not executives of AP or CP member
newspapers or broadcast outlets shall not be eligible to vote for the Board of
Directors but shall have all of the other rights and privileges of membership
in the Association.
Section 4.3 Additional Limitations on Membership.
member whose membership is terminated who also is serving as a member of the
Board of Directors or as an Officer of the Association or member of a
committee, shall cease to be a member of the Board of Directors or an Officer
or committee member upon the termination of said membership.
Section 4.4 Elections.
members shall be responsible for electing the Board of Directors of the
Association. Each member with
voting privileges shall be entitled to one vote. The President of the Association shall appoint an election
committee and appoint its chairperson at the annual convention of the
Association. The election
committee shall be comprised of three (3) or more members who shall manage the
election of the Board of Directors to be conducted annually in accordance with
these Bylaws. Voting shall
be by secret ballot of those members attending a meeting, or by electronic
Section 4.5 Meetings of Members.
shall be an annual meeting of the members of the Association at a time and
place to be designated by the Board of Directors. Notice of the annual meeting
shall be given by electronic mail not less than thirty days before the
appointed date of the annual meeting.
The members present at the annual meeting shall constitute a quorum and
a vote of the majority of the members at a meeting where a quorum is present
shall constitute formal action of the members.
Section 4.6 Dues.
defray the expenses of the Association, a registration fee, to be fixed by the
Board of Directors, shall be paid by all members of the Association attending
the annual meeting. Dues, in addition to the registration fee, may be imposed
when authorized by a majority of the members present at an annual meeting.
Section 5.1 Authority and Responsibility of the
Board of Directors.
(a) The supreme authority of the
Corporation and the government and management of the Corporation shall be
vested in the Board of Directors.
All of the powers, duties, and functions of the Corporation as conferred
by the Articles of Incorporation, these Bylaws, state statutes, common law,
court decisions, or otherwise, shall be exercised, performed, or controlled by
the Board of Directors.
(b) The governing body of the Corporation
shall be the Board of Directors.
The Board of Directors shall have supervision, control, and direction
over the management, affairs, and property of the Corporation; shall determine
its policies or changes therein; and shall actively prosecute its purposes and
objectives and supervise the disbursement of its funds. The Board of Directors may adopt, by
majority vote, such rules and regulations for the conduct of its business and
the business of the Association as shall be deemed advisable, and may, in the
execution of the powers granted, delegate certain of its authority and
responsibility to an Executive Committee.
Under no circumstances, however, shall any actions be taken which are
inconsistent with the Articles of Incorporation and these Bylaws.
(c) The Board of Directors shall not permit
any part of the net earnings or capital of the Corporation to inure to the benefit
of any director, officer, or other private person or individual. Provided, however, any director,
officer, or other private person shall be entitled to reasonable compensation
for services rendered to the Corporation.
(d) The Board of Directors may, from time
to time, appoint, as advisors, persons whose advice, assistance, and support
may be deemed helpful in determining policies and formulating programs for
carrying out the purposes and functions of the Corporation.
(e) The Board of Directors are authorized
to employ such person or persons, including a president, executive director,
secretary, treasurer, attorneys, agents, and assistants, as in its judgment are
necessary or desirable for the administration and management of the
Corporation, and to pay reasonable compensation for the services performed and
expenses incurred by any such person or persons.
Section 5.2 Initial and Regular Board of
regular Board of Directors shall consist of the following members: twenty-one (21) individuals comprised
of persons who are members of the
Association and elected by the members pursuant to Section 5.3, below; the
immediate past President shall serve as an ex-officio member of the Board of
Directors; the top two (2) senior executives of The Associated Press shall
serve ex-officio; and the members of the executive committee shall serve
Section 5.3 Election/Tenure.
The candidates for the 21
elected members of the Board of Directors shall be elected to serve three (3)
year terms from a slate recommended by the Board of Directors. The slate will include at least one (1)
candidate from an entity of less than 35,000 circulation; at least one (1)
candidate from a broadcast news organization; and at least one candidate who
specializes in online dissemination of news. In addition, the slate will represent the association’s
geographic, gender and racial diversity.
Candidates must be news leaders within an AP- or CP-member organization
and should have participated in APME or other journalism organizations at a
national or state level. The Board
of Directors will solicit applicants for the candidate slate during a sixty
(60) day period beginning at least 120 days before the annual meeting of the
Association. The slate will be approved
by the Board of Directors and sent to the membership for approval by electronic
ballot thirty (30) days before the annual meeting. In addition, the electronic ballot will provide a space for
members to write in the names of any candidates who are not among the nominees
recommended by the Board of Directors.
Voting will conclude at noon Eastern Daylight Time (EDT) the last day of
the annual meeting.
There shall be elected each year at least one Director
elected from the membership representing a newspaper of less than 35,000
circulation according to the latest available audited or sworn circulation
figures. Candidates for Directors
representing a newspaper of less than 35,000 circulation shall be separately
nominated and separate ballots shall be cast for that position.
There shall be elected each year at least one
director representing the online operation, subsidiary or division of an
AP-member newspaper or CP newspaper. Candidates for the office of online
director shall be separately nominated and separate ballots shall be cast for
There shall be elected each year from the membership
at least one Director(s)
representing a broadcast outlet that is a member of The Associated Press. Candidates
for this Director position shall be separately nominated and separate ballots
shall be cast for that office.
In the event there is a tie in voting for any
Director position, the retiring President, Vice President and Secretary shall
meet immediately and vote to break the tie. Basis for their decision shall be
the candidates' contributions to committee studies and other work for the
Section 5.4 Resignation.
director may resign at any time by giving written notice to the Board or to the
President of the Association. Such
resignation shall take effect at the time specified therein, or, if no time is
specified, at the time of the acceptance thereof as determined by the Board of
Directors or the President. If a Director’s
resignation is effective at a later time for the resignation to be effective,
the Board of Directors may elect a successor to take office as of the date when
the resignation becomes effective subject to Section 5.6.. Except on notice to the attorney
general of the state in which the principal office of the Association is
located, no director may resign if the Association would be left without a duly
elected director or directors.
Section 5.5 Removal.
member may be removed, and any Director may be removed with or without cause at
any time during their term at any regular, special, or annual meeting of the
Board of Directors, or by the affirmative vote of 2/3 of the members present at
an annual meeting of the members.
A removed Director's successor may be elected at the same meeting to
serve temporarily, or if by the members for the remaining term, until a
successor is appointed pursuant to Section 5.6.
Section 5.6 Vacancies.
vacancy on the Board of Directors arising at any time and for any cause,
including the authorization of an increase in the number of directors, may be
filled temporarily until the next annual meeting of the members by vote of the
Board of Directors. At the next
annual meeting of the members, the members shall elect or appoint a Director to
serve the remaining unexpired term.
Each director so elected shall hold office until the expiration of the
term of the replaced director and until a successor has been selected and
Section 5.7 No Compensation.
director of the Corporation shall receive, directly or indirectly, any salary,
compensation, or emolument in his/her capacity as a director, unless authorized
by the affirmative vote of all of the Board of Directors. This shall not preclude the payment of
a reasonable salary or compensation or reimbursement of actual reasonable
expenses to a director for services rendered to the Corporation.
Section 5.8 Nominating Committee.
President shall select a chairman of the Nominating Committee comprised of
members of the Board of Directors whose duty it shall be to nominate candidates
for Directors to be elected at the next annual election of the Board of
Directors conducted within the membership. The Nominating Committee shall
consist of a minimum of two (2) Directors recruited and ultimately
appointed by the chairman with
input from the full Board. The Nominating Committee shall furnish the
Secretary, at least thirty days before the date of the annual meeting of the
members, with the names of such candidates. The Secretary shall make the names
of the candidates available to the members by such means as the Board of
Directors may designate from time to time.
OF THE BOARD OF DIRECTORS
Section 6.1 Place of
of the Board of Directors may be held at any place within or without the State
of New York. No call shall be
required for regular meetings for which a time and place have been fixed and
all members of the Board have been notified of same. Meetings may be held by telephone.
Section 6.2 Annual Meeting; Notice.
annual meeting of the Board of Directors shall be held at the principal office
of the Association or at such other place as the Board of Directors shall
determine on such day and at such time as the Board of Directors shall
designate and shall coincide with the annual meeting of the members. Unless waived as contemplated in
Section 6.5 of these Bylaws, notice of the time and place of such annual
meeting shall be given by the Secretary either personally, or by telephone, by
mail, by facsimile, or by electronic mail (e-mail).
Section 6.3 Regular Meeting; Notice.
meetings of the Board of Directors may be held from time to time between annual
meetings at such places as the Board of Directors may prescribe. Notice of the time and place of each
such regular meeting shall be given by the Secretary either personally or by
telephone, by mail, by facsimile, or by e-mail in sufficient time for the
convenient assembly of the directors.
Section 6.4 Special
meetings of the Board of Directors may be called by or at the request of the
Chairman of the Board, or President or by any two (2) of the directors in
office at that time. Notice of the
time, place, and purpose of any special meeting of the Board of Directors shall
be given by the Secretary either personally, or by telephone, by mail, by
facsimile, or by e-mail in sufficient time for the convenient assembly of the
Section 6.5 Waiver.
by a director at a meeting shall constitute waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of business because the meeting is not lawfully called.
Section 6.6 Quorum.
meetings of the Board of Directors, a majority of directors then in office
shall be necessary to constitute a quorum for the transaction of business.
Section 6.7 Vote Required for Action.
as otherwise provided in these Bylaws or by law, the act of a majority of the
directors present at a meeting at which a quorum is present at the time shall
be the act of the Board of Directors.
Adoption, amendment, and repeal of a Bylaw is provided for in Article XIII
of these Bylaws. Vacancies in the
Board of Directors may be filled as provided in Section 5.6 of these
Bylaws. Each director present
shall be entitled to one vote on each matter placed before the Board. At an annual meeting, the directors
whose terms are expiring may be reelected, and, until the election of their
successors, shall be entitled to vote upon all matters, including the election
of their successors.
Section 6.8 Action by Directors Without a
action required or permitted to be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all of the members of the Board of
Directors. Such consent shall have
the same force and effect as a unanimous vote at a meeting duly called. The signed consent, or a signed copy,
shall be placed in the minute book.
Section 6.9 Conference Telephone and Similar
may participate in and hold a meeting by means of conference telephone,
electronic video screen communication, or similar communications equipment by
means of which all persons participating in the meeting can hear each
other. Participation in such a
meeting shall constitute presence in person at the meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened.
Section 6.10 Adjournments.
meeting of the Board of Directors, whether or not a quorum is present, may be
adjourned by a majority of the directors present to reconvene at a specific
time and place. It shall not be
necessary to give notice of the reconvened meeting or of the business to be
transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which
a quorum is present, any business may be transacted which could have been
transacted at the meeting which was adjourned.
Section 7.1 Procedure.
these Bylaws require a notice to be given to any director, the notice shall be
given as prescribed in Article VI.
Whenever notice is given to a director by mail, the notice shall be sent
first class mail by depositing the same in a post office or letter box, in a
postage prepaid sealed envelope addressed to the director at his or her address
as it appears on the books of the Association; and such notices shall be deemed
to have been given at the time the same is deposited in the United States
mail. Notice shall be deemed to
have been given by mail or e-mail at the time notice is filed with the
Section 7.2 Waiver.
any notice is required to be given to any director by law, the Articles of
Incorporation, or by these Bylaws, a waiver thereof in writing signed by the
director entitled to such notice, whether before or after the meeting to which
the waiver pertains, shall be deemed equivalent thereto.
Section 8.1 Executive
shall be an Executive Committee comprised and consisting of members of the
Board of Directors and specifically comprised of the following: the Officers of the Association; the Marketing
Chair; the Convention Program Chairperson; the immediate past President of the
Association; and the two (2) senior news executives of the Associated Press. The Executive Committee shall advise
and assist the President in the general supervision of the affairs of the
Association between the meetings of the Board of Directors and may act on
matters referred to it by the Board, provided, however, that the Executive
Committee shall have no authority as to the following matters: (1) The submission
to members of any action requiring members' approval;
(2) The filling of
vacancies in the Board of Directors or in any
committee; (3) The fixing of compensation of the Directors for serving on the
Board or on any committee; (4) The adoption, amendment, or repeal of any Bylaw
or these Bylaws; or (5) The amendment or repeal of any resolution of the Board.
Section 8.2 Journalism
President shall appoint a Journalism Studies Committee to conduct studies for
the advancement of the profession of journalism. The Journalism Studies Committee shall serve at the
pleasure of the Board of Directors and shall report to the Board of Directors.
Section 8.3 Regular Meetings.
meetings of any established committee may be held at such time and place as the
Chairperson of the Committee or the President may provide from time to
Section 8.4 Special Meetings.
meetings of any committee may be called by or at the request of the President
or by any two members of the committee.
Section 8.5 Manner of Action; Notice, etc.
actions, including actions at any regular or special meeting and notice
requirements for calling valid meetings of any committee shall be governed by
the provisions of those Articles of these Bylaws applicable to meetings and
actions of the Board. Minutes
shall be kept of each meeting of each committee.
Section 8.6 Committee Authority.
such committee shall have that authority prescribed by the Board of Directors,
to the extent provided in the Board resolution establishing the committee, or
as otherwise determined by the Board from time to time except with respect
to: (a) the filling of vacancies
on the Board or on any committee of the Board; (b) the fixing of compensation of any Board member in any
capacity; (c) the amendment or repeal of bylaws or the adoption of new bylaws;
(3) the amendment or repeal of any resolution of the Board that, by its express
terms, is not so amendable or repealable; or (f) the creation of other
committees of the Board or appointment of members to any committee of the
Section 8.7 Other Member and Services Committees.
committees may be organized as determined necessary by the Board to examine the
news and other services of The Associated Press. These committees shall be
under the direction of the Vice President, who shall report to the membership
and to The Associated Press on the findings of these committees. The chairpersons
and members of these committees shall be appointed by the President upon the
recommendation of the Vice President.
Section 8.8 Other Board
President, with the approval of the Board of Directors, shall appoint such
other committees as may be necessary to facilitate the work of the Association.
Section 9.1 Number and
officers of the Association shall consist of a President, a Vice President, a
Secretary, a Treasurer, and a Chair of Journalism Studies. The Board of Directors may also from
time to time create and establish the duties of such other officers or
assistant officers, including one or more Vice-Presidents, as it deems
necessary for the efficient management of the Association, but the Association
shall not be required to have at any time any officers other than a President, Vice
President, Secretary, Treasurer, and Chair of Journalism Studies. An executive or employee of The
Associated Press shall not be eligible for election as an officer of the
Section 9.2 Election and
Term of Office.
officers of the Association shall be elected by the Directors of the Association
at the annual meeting of the Board of Directors coinciding with, and held in
conjunction with, the annual meeting of the members, and shall serve at the
pleasure of the Board of Directors, subject to the rights of any officer under
his or her employment contract, and until their successors have been elected
and qualified in accordance with these Bylaws.
Chair of Journalism Studies shall be elected by the Board of Directors at a
meeting separate from the one at which the four other officers are elected. The
Executive Committee shall nominate one member for that position. The Board of
Directors shall have the opportunity to nominate additional candidates at its
Section 9.3 Other Agents.
Board of Directors may appoint from time to time such agents as it may deem
necessary or desirable, including an Executive Director, each of whom shall
hold office at the pleasure of the Board, and shall have authority and perform
such duties, and shall receive such reasonable compensation, if any, as the
Board of Directors may, from time to time, determine.
Section 9.4 Resignation.
officer may resign at any time by giving written notice to the Board of
Directors. Such resignation shall
take effect at the time specified therein, or, if no time is specified, at the
time of acceptance thereof. If a
director’s resignation is effective at a later time for the resignation to be
effective, the Board of Directors may elect a successor to take office as of
the date when the resignation becomes effective.
Section 9.5 Removal.
prejudice to the rights of any officer or agent under an employment contract,
any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause whenever in its
judgment the best interests of the Association will be served thereby upon the
vote of a majority of the Board of Directors.
Section 9.6 Vacancies.
vacancy in any office arising at any time and from any cause may be filled for
the unexpired term at any meeting of the Board of Directors.
Section 9.7 President.
President, if present, shall preside over all meetings of the members as well
as all meetings of the Board of Directors and shall provide direction to the
executive personnel of the Association, subject to the control of the Board of
Directors. The President shall
exercise and perform such other powers and duties as may be from time to time
assigned by the Board of Directors.
Section 9.8 Vice
the absence of the President or in the event of his/her death, inability, or
refusal to act, the Vice President shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all of the
restrictions upon the President.
The Vice President shall perform such other duties as from time to time
may be assigned to him by the President of the Board or by the Board of
Section 9.9 Secretary.
Secretary shall act as Secretary of all meetings of the Board of Directors and
shall keep the minutes of all such meetings. The Secretary shall have custody of the minutes of all
meetings of the Board of Directors and of any committees which may keep
minutes. The Secretary shall see
that all notices required to be given by the Association are duly given and
served and the Secretary shall keep a current list of the Association’s Directors
and Officers and their residence addresses. The Secretary may, along with the President, Executive
Director, or Treasurer sign or countersign all checks, drafts, and orders for
the payment of money; and in general perform all duties incident to the office
of Secretary and such other duties as from time to time may be assigned to
him/her by the President, or by the Board of Directors.
Section 9.10 Treasurer.
Treasurer shall be the chief financial officer of the Association. The Treasurer shall not be
required to obtain or otherwise post a bond for the faithful discharge of
his/her duties. The Treasurer, in
consultation with the Executive Director, shall have oversight over the books
of account and all funds and securities of the Association, and shall authorize
the deposit of all such funds in the name of and to the credit of the Association
in such banks, trust companies or other depositories as shall be selected by
the Board of Directors. The
Treasurer may sign or countersign all checks, drafts, and orders for the
payment of money and may pay over or dispose of the same under the direction of
the Board of Directors and may sign or countersign all notes or other
obligations of indebtedness of the Association, or otherwise delegate such
authority to one or more employees or assistant officers of the
Association. The Treasurer shall
also perform all other duties customarily incident to the office of Treasurer
and such other duties as from time to time may be assigned by the Board of
Section 9.11 Assistant
Board of Directors may appoint one or more Assistant Secretaries or Assistant
Treasurers. Subject to any
limitations imposed by the Board, each Assistant Secretary shall have all the
powers and duties of the Secretary in the event of the Secretary’s absence or
disability and each Assistant Treasurer shall have all the powers and duties of
the Treasurer in the event of the Treasurer’s absence or disability, and each
shall also have such other powers and duties as may from time to time be
assigned to him/her by the Board of Directors.
Section 9.12 Duties May Be Delegated.
case of the absence of any officer of this Association or their inability to
act when needed, or for any other reason that the Board may deem sufficient,
the Board may delegate, for the time being, all or part of the powers or duties
of such officer to any other officer or to any director.
CHECKS, DEPOSITS, AND FUNDS
Section 10.1 Contracts.
Board of Directors may authorize any officer or officers, agent or agents of
the Association, in addition to the officers so authorized by these Bylaws, to
enter into any contract or execute and deliver any instrument in the name and
on behalf of the Association. Such
authority must be in writing and may be general or confined to specific
Section 10.2 Checks,
Drafts, Notes, Etc.
checks, drafts or other orders for payment of money, notes or other evidences
of indebtedness issued in the name of the Association shall be signed by the
officer or officers, agent or agents, of the Association and in such other
manner as may from time to time be determined by these bylaws or by resolution
of the Board of Directors. In the
absence of such determination by the Board of Directors, such instruments shall
be signed by the Executive Director and countersigned by the President or
Secretary of the Association.
Section 10.3 Deposits.
funds of the Association shall be deposited from time to time to the credit of
the Association in such banks, trust companies, or other depositories as the
Board of Directors may select.
Section 10.4 Investments.
Board of Directors may prudently choose to invest corporate funds in short or
long term depositories or other investments for the purpose of obtaining a more
desirable rate of return on corporate funds that are determined to exist above
the normal operating budget demands.
Section 10.5 Gifts.
Board of Directors may accept on behalf of the Association any contribution,
gift, bequest, or devise for the general purposes or for any special purpose of
INDEMNIFICATION AND INSURANCE
Section 11.1 Amounts Paid in Settlement.
The Corporation may
indemnify any person who was or is a party, or is threatened to be made a party
to any threatened, pending or completed action, suite or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or who is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him/her in
connection with such action, suit or proceeding, if he/she acted in good faith
and in a manner he/she reasonably believed to be in, or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he/she reasonably believed to be in or not opposed to the
best interest of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.
Section 11.2 Expenses Incurred.
Corporation may indemnify any person who was or is a party, or is threatened to
be made a party to any threatened, pending, or completed action or suit by or
in the right of the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee, or agent
of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another Corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys’ fees) actually and
reasonably incurred by him/her in connection with the defense or settlement of
such action or suit, if he/she acted in good faith and in a manner he/she
reasonably believed to be in, or not opposed to the best interest of the
Corporation, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his/her duty to the
Corporation, unless, and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court shall deem proper.
Section 11.3 Successful Defense.
the extent that a director, officer, employee or agent of the Corporation has
been successful, on the merits or otherwise, in the defense of any action, suit
or proceeding referred to in Sections 11.1 or 11.2, or in defense of any claim,
issue, or matter therein, he/she shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred by him or her in
Section 11.4 Standard of
indemnification under this Article (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case, upon a determination
that indemnification of the director, officer, employee, or agent is proper in
the circumstances because he/she has met the applicable standard of conduct set
forth in Sections 11.1, 11.2, and 11.3.
Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suite or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion.
incurred in defending a civil or criminal action, suite or proceeding may be
paid by the Corporation in advance of the final disposition of such action,
suit or proceeding, as authorized by the Board of Directors, in the specific
case, upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article XI.
indemnification provided by this Article XI shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any agreement, vote or disinterested directors, or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent, and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
Section 11.5 Insurance.
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the Corporation, or who is or
was serving at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article XI.
Section 12.1 Books and
Corporation shall keep correct and complete books and records of account, and
shall also keep minutes of the proceedings of its Board of Directors and
committees having any of the authority of the Board of Directors.
Section 12.2 Fiscal Year.
Board of Directors is authorized to fix the fiscal year of the Corporation and
to change the same from time to time as it deems appropriate.
Section 12.3 Internal
references in these Bylaws to sections of the Internal Revenue Code shall be
considered references to the Internal Revenue Code of 1986, as from time to
time amended, or the corresponding provisions of any applicable future United
States Internal Revenue law, and to all regulations issued under such sections
Section 12.4 Construction.
the context so requires, the masculine shall include the feminine and the
neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be
invalid or inoperative, then, so far as is reasonable and possible, the remainder
of these Bylaws shall be considered valid and operative and effect shall be
given to the intent manifested by the portion held invalid or inoperative.
to any guidelines and procedures that the Board of Directors may adopt from
time to time, the terms "written”, and "in writing” as used in these Bylaws
include any form of recorded message in the English language capable of
comprehension by ordinary visual means and may include electronic
transmissions, such as facsimile or e-mail, provided (i)for electronic
transmissions from the
Corporation, the Corporation has obtained an unrevoked written consent from the
recipient to the use of such means of communication; (ii)for electronic
transmissions to the Corporation,
the Corporation has in effect reasonable measures to verify that the sender is
the individual purporting to have sent such transmission; and (iii) the
transmission creates a record that can be retained, retrieved, reviewed, and
rendered into clearly legible tangible form.
Section 12.6 Headings.
headings are for organization, convenience and clarity. In interpreting these Bylaws, they
shall be subordinated in importance to the other written materials.
Section 12.7 Relation to Articles of
Bylaws are subject to, and governed by, the Articles of Incorporation.
Section 12.8 Parliamentary Authority.
rules contained in Robert's Rules of Order, Newly Revised shall govern
meetings of the Corporation in all cases where they are applicable and in which
they do not conflict with these bylaws.
Section 12.9 Contracts
director of this Corporation nor any other corporation, firm, association, or
other entity in which one or more of this Corporation’s directors are directors
or have a material financial interest, shall be interested directly or
indirectly, in any contract or other transaction with this Corporation, unless
(a) the material facts as to the contract or other transaction and such
director’s financial and other interest in such contract or transaction or
regarding such common directorship, officership, financial, or other interest
are fully disclosed in good faith and noted in the minutes, or are known to all
members of the Board before the Board’s consideration of such contract or
transaction; (b)such contract or transaction is authorized in good faith
by a majority of the Board by a vote sufficient for that purpose without
counting the votes of the interested directors; (c)before authorizing or
approving the transaction, the Board considers and in good faith decides after
reasonable investigation that the Corporation could not obtain a more
advantageous arrangement with reasonable effort under the circumstances; and
(d)the Corporation for its own benefit enters into the transaction, which
is fair and reasonable to the Corporation at the time the transaction is
Section 13.1 Power to
Board of Directors shall have the power to alter, amend, or repeal these Bylaws
or adopt new Bylaws.
Section 13.2 Conditions.
by the Board of Directors with respect to Bylaws shall be taken by a majority
of all the directors then in office.
affairs of the Corporation at all times shall be conducted in such manner as to
assure its status as an organization exempt from federal income taxation under
§ 501(c)(6) of the Internal Revenue Code.
dissolution or final liquidation, the Board of Directors shall, after paying or
making provision for the payment of all lawful debts and liabilities of the
Corporation, distribute all assets of the Corporation to one or more
regularly-organized and qualified charitable, educational, trade association, or
scientific organizations as shall at the time qualify as exempt from taxation
under section 501(c) of the Internal Revenue Code to be selected by the Board
of Directors, as more fully specified in the Articles of Incorporation of the