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|APME Foundation Bylaws|
The APME Foundation Mission
The APME Foundation is a 501(c)(3) organization established in 1988 to receive tax-exempt gifts to carry out educational projects for the advancement of newspaper journalism.
Every year since 1994 an auction has been held at the annual conference to benefit the foundation. Proceeds help support NewsTrain, a regional, low-cost training opportunity around the country and other practical education tools promoting the First Amendment, innovation and diversity in newsrooms.
The APME Foundation Bylaws
FULLY AMENDED AND RESTATED BYLAWS
ASSOCIATED PRESS MEDIA EDITORS ASSOCIATION FOUNDATION, INC.
Incorporated under the laws of the State of New York
Adopted and Current as of Aug. 6, 2013
NAME, LOCATION, AND OFFICES
Section 1.1 Name.
The name of the Corporation is: Associated Press Media Editors Association Foundation, Inc.
LOCATION AND CORPORATE SEAL
Section 2.1. Principal Office of the Corporation.
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.
Section 2.2 Seal. The Corporation may adopt a seal.
PURPOSES AND GOVERNING INSTRUMENTS
Section 3.1 Non-profit Corporation.
The 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 501(c)(3) Only.
The Corporation has been organized and shall operate exclusively for the following general and specific purposes: to receive tax-exempt gifts to carry out educational projects for the advancement of newspaper journalism.
The 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
To 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 Corporation.
Section 3.3 Governing Instruments.
The Corporation shall be governed by its Articles of Incorporation and these Bylaws.
Section 4.1 Members.
The Corporation shall have no members.
BOARD OF DIRECTORS
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 Corporation 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 Directors.
The Board of Directors shall consist of not less than three nor more than nine members, and until changed by amendment to this section or these Bylaws the number of directors shall be eight. The number of directors shall be determined from time to time by amendment of this bylaw by vote of a majority of the entire Board of Directors provided that no decrease in the number of directors shall shorten the term of any incumbent director. As used in this Article, "entire Board of Directors" means the total number of directors entitled to vote which the Corporation would have if there were no vacancies.
Section 5.3 Election/Tenure.
Except with regard to the resignation and/or removal of directors and replacement thereon as provided in Sections 5.4, 5.5, and/or 5.6 of this Article V, Directors shall be selected in the following manner:
(1) The President of the Associated Press Media Editors Association ("APME") and the immediate past President of APME shall serve as directors ex officio. The immediate past President of APME shall serve a two-year term.
(2) The chief executive of the Associated Press shall annually designate or appoint one individual to serve as a director. This designation shall be made in writing prior to the Annual Meeting described in Section 8 of this Article II, and shall be effective as of the date of such Annual Meeting.
(3) The APME Board of Directors shall elect two members of APME to be directors of the Corporation. Initially, one of these directors shall have a one-year term of office; the other shall be elected for a two-year term. The following year, and each year thereafter, the APME Board of Directors shall elect a member of APME to serve as a director of the Corporation for a two-year term. The election shall take place at the Fall Board meeting during the Annual Meeting of APME.
(4) The APME Regents shall elect two of their members to staggered, two-year terms as directors of the Corporation, in the same manner as directors are elected by the APME Board of Directors. The election shall take place during the Annual Meeting of APME.
(5) No person may be elected to serve on the Board of Directors for more than two two-year terms, except for representatives of the Regents, who may serve three (3) two-year terms.. There is no limit on the number of terms that may be served by a director serving ex officio or by designation or appointment. Directors, once elected, shall hold office until the next Annual Meeting and until their successors have been elected or appointed and qualified.
Section 5.4 Resignation.
Any director may resign at any time by giving written notice to the Board or to the President of the Corporation. 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 Corporation is located, no director may resign if the Corporation would be left without a duly elected director or directors.
Section 5.5 Removal.
Any Director may be removed with 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 the Directors provided there is a quorum of not less than a majority of the entire Board of Directors present at the meeting of Directors at which such action is taken. 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.
Any vacancy on the Board of Directors shall be filled by such person or organization as initially appointed or elected such director as provided in Section 5.3 of this Article V. Directors elected to fill vacancies shall serve until the next Annual Meeting and until their successors are selected and have qualified.
Section 5.7 No Compensation.
No 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.
MEETINGS OF THE BOARD OF DIRECTORS
Section 6.1 Place of Meeting.
Meetings 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.
The annual meeting of the Board of Directors shall be held in the Fall at the same time as the APME Annual meeting , wherein the Board of Directors shall meet for the purpose of electing Directors and the transaction of other business. 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.
Regular 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; Notice.
Special meetings of the Board of Directors shall be held whenever called by the President, or by any four of the Directors. Notice shall be given orally or in writing by the President or the Secretary and shall state the purposes, time and place of the meeting. If notice is given orally, in person or by telephone, it shall be given not less than one day before the meeting; if it is given by mail, it shall be given not less than three days before the meeting. Written notice given by other means shall be given sufficiently in advance of the meeting so as to be reasonably expected to be received not less than one day before the meeting.
Section 6.5 Waiver.
Attendance 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. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting.
Section 6.6 Quorum.
At 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.
Except 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 XIV 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.
Section 6.8 Action by Directors Without a Meeting.
Any 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 Meetings.
Directors 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.
A 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.
NOTICE AND WAIVER
Section 7.1 Procedure.
Whenever 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 Corporation; 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 transmitting agency.
Section 7.2 Waiver.
Whenever 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 Standing Committees.
Standing Committees: The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members one or more standing committees consisting of three or more directors. The standing committees shall have such authority as the Board shall by resolution provide, except that no such committee shall have authority as to the following matters:
(a) The filling of vacancies in the Board or in any committee.
(b) The fixing of compensation of the directors for serving on the Board or on any committee.
(c) The amendment or repeal of the bylaws, or the adoption of new bylaws.
(d) The amendment or repeal of any resolution of the Board which by its terms, shall not be so amendable or repealable.
Section 8.2 Special Committees.
The Board of Directors may designate special committees, each of which shall consist of such persons and shall have such authority as the Board shall determine, except that such authority shall not exceed the authority conferred on the Executive Committee by Section 8.1 of this Article VIII.
Section 8.3 Regular Meetings.
Regular 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 time.
Section 8.4 Special Meetings.
Meetings of committees, of which no notice shall be necessary, shall be held at such time and place as shall be fixed by the President or the chairman of the committee or by vote of a majority of all of the members of the committee.
Section 8.5 Quorum.
Unless otherwise provided by resolution of the Board of Directors, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all the members of the committee shall be the act of the committee.
Section 8.6 Manner of Acting.
The procedures and manner of acting of the Executive Committee and of the committees of the Board shall be subject at all times to the direction of the Board of Directors.
Section 8.7 Tenure.
Each committee of the Board and every member thereof serve at the pleasure of the Board.
Section 8.8 Alternate Members.
The Board of Directors may designate one or more directors as alternate members of the Executive committee or of any standing committee of the Board, who may replace any absent member or members at any meeting of such committee.
Section 9.1 Number and Qualifications.
The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may in its discretion determine. No two of the offices specifically mentioned in this Section may be held by the same person.
Section 9.2 Designation and Term of Office.
President: The immediate past President of APME shall be the President of the Corporation for the immediate year following his or her APME presidency.
Vice President: The President of APME shall be the Vice President of the Corporation.
Secretary and Treasurer: The Secretary and the Treasurer shall be elected by the Board of Directors at its Annual Meeting.
Generally: The term of office of each officer shall extend to the next Annual Meeting and until the officer’s successor is elected or appointed and qualified.
Section 9.3 Other Officers and/or Agents.
The Board of Directors may elect or appoint from time to time such other officers and 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.
Any 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.
Without 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 cause whenever in its judgment the best interests of the Foundation will be served thereby upon the vote of a majority of the Board of Directors.
Section 9.6 Vacancies.
A 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.
The President shall preside at all meetings and of the Board of Directors at which the President is present. The President shall act as the chief executive officer of the Corporation and shall supervise generally the management of the affairs of the Corporation subject only to the supervision of the Board. The President shall also perform such other duties as may be assigned from time to time by the Board.
Section 9.8 Vice President.
In the absence or incapacity to act of the President, the Vice President shall preside at all meetings of the Board of Directors and shall perform the duties and exercise the powers of the President. The Vice President shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or the President.
Section 9.9 Secretary.
The 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 Corporation are duly given and served and the Secretary shall keep a current list of the Corporation's directors and officers and their residence addresses.
Section 9.10 Treasurer.
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 Corporation, and shall authorize the deposit of all such funds in the name of and to the credit of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors. 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 Directors.
Section 9.11 Assistant Officers.
The 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.
In case of the absence of any officer of this Corporation 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.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 10.1 Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, 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 Corporation. Such authority must be in writing and may be general or confined to specific instances.
Section 10.2 Checks, Drafts, Loans, Notes, Etc.
All checks, drafts or other orders for payment of money, notes, loans, or other evidences of indebtedness issued in the name of the Corporation shall be signed by the officer or officers, agent or agents, of the Corporation 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 Corporation.
Section 10.3 Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 10.4 Investments.
The 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.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
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.
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 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.
To the extent that a director, officer, employee or agent of the Corporation has been successful, on the merits of 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 in connection therewith.
Section 11.4 Standard of Conduct.
Any 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.
Expenses 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.
The 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.
The 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 Records.
The 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.
The 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 Revenue Code.
All 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 and provisions.
Section 12.4 Construction.
Whenever 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.
Section12.5 Electronic Transmission.
Subject 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.
The 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 Incorporation.
These Bylaws are subject to, and governed by, the Articles of Incorporation.
Section 12.8 Parliamentary Authority.
The 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 with Directors.
No 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 entered into.
Section 13.1 Power to Amend Bylaws.
The Board of Directors shall have the power to alter, amend, or repeal these Bylaws or adopt new Bylaws.
Section 13.2 Conditions.
Action by the Board of Directors with respect to Bylaws shall be taken by a majority of all the directors then in office.
TAX EXEMPT STATUS
The 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)(3) of the Internal Revenue Code.
Upon 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, or scientific organizations as shall at the time qualify as exempt from taxation under section 501(c)(3) of the Internal Revenue Code to be selected by the Board of Directors, as more fully specified in the Articles of Incorporation of the Corporation.