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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 Aug. 17, 2015
NAME, LOCATION, AND OFFICES
Section 1.1 Name.
The name of the Corporation is: Associated Press Media Editors Association.
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)(6) Only.
The 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.
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 members comprised of the following:
Any 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;
Any 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 Association; and
Any 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 will have voting rights for the election of members to the Board of Directors. Notwithstanding the foregoing, any newsroom leader who is already a member of the Board of Directors and who retires or moves to a journalism education position at a college or university or a leadership post at a journalism foundation may retain his/her seat for the duration of his/her term on the Board of Directors, but is not eligible for re-election.
A 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 privileges.
Section 4.2 Change in Status of Member.
Except 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.
Any 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.
The 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 ballot.
Section 4.5 Meetings of Members.
There 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.
To 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.
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 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 Directors.
The 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 ex-officio.
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.
No director shall serve for more than two (2) consecutive terms. The term of seven (7) Directors shall expire each year and Directors shall continue in office until their successors are elected and shall have been qualified. Directors elected as Officers of the Association shall relinquish their positions as "elected” members of the Board of Directors and shall instead serve ex-officio. Any resultant expired terms for such Officers as "elected” members of the Board of Directors shall be filled by election at the next 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 that office.
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 organization.
Section 5.4 Resignation.
Any 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.
Any 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.
Any 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 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.
Section 5.8 Nominating Committee.
The 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.
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 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.
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 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 directors.
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.
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 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 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 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 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 Executive Committee.
There 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 Studies Committee.
The 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.
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.
Special 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.
All 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.
Any 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 Board.
Section 8.7 Other Member and Services Committees.
Other 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 Committees.
The 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 Qualifications.
The 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 Association.
Section 9.2 Election and Term of Office.
The 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.
The 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. .he Board of Directors shall have the opportunity to nominate additional candidates at its discretion.
Section 9.3 Other Agents.
The 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.
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 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.
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, 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 President.
In 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 Directors.
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 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.
The 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 Directors.
Section 9.11 Assistant Officers.
The 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 9.12 Duties May Be Delegated.
In 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.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 10.1 Contracts.
The 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 instances.
Section 10.2 Checks, Drafts, Notes, Etc.
All 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.
All 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.
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 Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.
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 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 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.
Section 12.5 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)(6) 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, 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 Corporation.