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By-Laws Of Big For-Sure
Mac Club
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BFMC
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ARTICLE I - Organization Name
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The
name of this organization shall be the Big For-Sure Mac Club,
abbreviated BFMC.
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The
principal offices for the transaction of the business of the
organization shall be considered to be the home address of the
sitting President, with all mail to be directed to P.O. Box _____.
Telephone inquiries should be directed to ________. The Board Of
Directors may change the location of the principal office from one
location to another. Any change of this location shall be noted by
the Secretary and placed in the By-Laws as an amendment. The Board of
Directors may at any time establish branch or subordinate offices at
any place or places as necessary or beneficial for the
organization.
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The
Corporation will be devoted exclusively to charitable, literary,
scientific, and educational purposes, which further promote the
growth in knowledge and use of personal computers, with a specific
focus and dedication to Apple© computers and their myriad uses
for the betterment of the human condition.
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On
liquidation or dissolution of the organization, all properties and
assets shall be disposed of as decided by the Board Of Directors at
the time of liquidation or dissolution, following the satisfaction of
all outstanding debts and liabilities of the organization.
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Section 1. Classes
There
shall be four classes of membership in this organization: regular
membership, corporate membership, honorary membership and life
membership.
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Any
person or individual dedicated to the purposes of this organization
shall be eligible for regular membership upon acceptance of his or
her application (on a form prescribed by the Board of Directors) by
the Board of Directors or its appointed representative, and upon
payment of such dues and initiation fees as may from time to time be
fixed by the Board of Directors. Each such person shall constitute
one member and shall have one vote. Individual membership dues are
hereby established as $15 per year, payable annually, but may be
altered by a majority vote of the Board Of Directors as deemed
necessary and/or for the benfit of the organization.
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Any
individual, partnership or corporation conducting business in the
state of Pennsylvania or in any other state and having an interest in
Apple© computers shall be eligible for corporate membership upon
acceptance of its application by the Board of Directors and payment
of such dues and initiation fees as may from time to time be fixed by
the Board of Directors. Corporate members shall have one vote, to be
cast by an individual designated by the corporate member as
his/her/their representative.
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The
offering of Life Member classification may be extended to the
current membership and/or public at the discretion of the Board Of
Directors and upon payment of such dues and/or fees as may be fixed
by the Board of Directors. Each such person shall constitute one
member and shall have one vote.
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The
Board Of Directors may upon its decision or upon advice of the
membership confer the special status of Honorary Member. The Honorary
Member shall be entitled to all privileges normally granted a regular
member, including one vote. The Honorary Member shall be exempt from
the payment of any fees or dues. This classification is intended to
reward those persons that have rendered extraordinary service to this
corporation.
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The
Board Of Directors shall have the power and authority to assign and
create new classifications of membership to the organization as
deemed beneficial and/or necessary for the maintenance and
expansion of the organization.
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This
corporation shall not discriminate on the basis of race, color,
creed, religion, national origin or sex in the selection or admission
of members.
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Section 2. Fees And Assessments
Each
member in good standing must pay, within the time and on the
conditions set by the Board of Directors, the initiation fees and
annual dues in amounts to be fixed from time to time by the Board of
Directors. The dues and fees shall be equal for all members of each
class, but the Board of Directors may set different dues and fees for
each class.
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Section 3. Termination Of Membership
The
membership of any member terminate upon the occurrence of any of the
following events:
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(b) The failure of a member to
renew membership for the following year by paying annual dues within
the times set forth by the Board of Directors.
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(c)
The occurrence of any event which renders any member ineligible for
membership provided that termination for such cause shall take effect
only upon expiration of the period (not to exceed one year) for which
such member’s current membership runs.
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(d).
The unauthorized duplication of any copyrighted software at any
corporate function. Such termination shall be effective only by
majority vote of the Board of Directors at a meeting where all
members of the Board are present.
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(e)
The Board of Directors may, by majority vote, suspend or expel a
member for conduct which is substantially and materially is in
opposition to, or disruptive to, the organization. Any such vote may
be conducted after an appropriate investigation and opportunity of
the accused to a hearing before the fully assembled Board of
Directors.
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Section 4. Transfer Of Membership
No
member may transfer a membership or any right arising from it without
the prior written approval of the corporation. All rights of
membership cease upon expiration and/or termination of membership.
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Section 1. Places Of Meetings And Procedural Rules
Meetings
of the membership shall be held at any place within or outside the
state of Pennsylvania designated by the Board of Directors, at any
time convenient or beneficial to the organization, with the
default time and location to be the Community Room of the _______ on
the second Wednesday of each calendar month at 7 PM, unless said date
is a legal holiday. If said date constitutes a legal holiday, the
regular monthly meeting shall be held the following Wednesday. Any
change of location will be announced to the membership with sufficient
notice. Roberts Rules of Order shall be followed for all formal
meeting procedures unless a majority of the members present votes to
substitute an alternative.
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Section 2. Meeting Categories
(a)
Annual Meeting. An annual meeting of members shall be held at the
regularly scheduled meeting in February of each calendar year unless
the Board of Directors fixes another date and so notifies the members
through the organizations’s monthly publication or through a
dedicated mailing. Officers shall be elected during this annual
meeting.
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(b)
Regular Meeting. Regular meetings are informal meetings intended to
afford the membership opportunities to pursue interests concerning
Apple© computers. Regular
meetings shall include both business meetings as necessary, as well
as special programs or social programs about said computers and
related equipment.
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(c)
Special Meeting. A special meeting of the members may be called at
any time by either the Board of Directors or twenty-five (25)
percent of the regular members. If a special meeting is called by
regular members, the request shall be submitted by such members in
writing, specifying the general nature of the business proposed to be
transacted, and shall be delivered personally or delivered by
registered mail or by telegraphic or other facsimile transmission or
by electronic mail with a return receipt requested to any member of
the Board of Directors of the corporation. The officer receiving the
request shall cause notice to be given to the members entitled to
vote in accordance with Article 5, Section 1 pertaining to
membership, that a meeting will be held, and the date for such
meeting, which date shall not be less than thirty-five (35) nor
more than sixty-five (65) days following the receipt of the
request. The Board of Directors shall fix the location for any
special member’s meeting. If the notice is not given within
fourteen (14) days of the request, the members requesting the meeting
may give the notice. Nothing in this subsection shall be construed as
limiting, fixing or affecting the time when a meeting may be held
when the meeting is called by action of the Board of Directors.
Business conducted at any special meeting shall be confined to
the business specified in the call and matters germane thereto.
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Section 3. Notice To Members Of Meetings
(a)
Notification is given to members upon acceptance in the
organization of the regular meetings as designated in Section 2.
Changes in meeting time or location shall be announced in the monthly
publication of the organization.
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(b)
Notice of Certain Agenda Items. If action is proposed to be taken at
any meeting for approval of any of the following proposals, the
notice shall also state the general nature of the proposal. Member
action on such proposals is invalid unless the notice or written
waiver of notice states the general nature of proposal(s):
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(i)
Removing a director without cause.
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(ii)
Filling vacancies on the Board of Directors by the members.
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(iii)
Voluntarily dissolving the corporation.
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Section 4. Quorum
Ten
(10) percent of the eligible voting members, whether represented in
person or by written proxy, shall constitute a quorum for the
transaction of business at a business meeting (regular or special),
with the provision that any member not represented either in person
or by written proxy shall be counted as present but abstaining from
the vote.
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Section 5. Voting
(a)
Eligibility to Vote. Regular, Corporate, Life, and Honorary members
are entitled to voting rights, as designated in Article 5, Section 1,
provided their dues and financial obligations to the
organization are current. The Board of Directors shall approve the
credentials of each eligible member before such member shall be
allowed to vote at a members’ meeting or by ballot.
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(b)
Manner of Casting Votes At Meetings. Voting at meetings may be by
voice, show of hands, or secret ballot, provided that any election of
Directors or officers must be by secret ballot if demanded by any
member before the voting begins.
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(c)
Majority of Members Represented at Meeting Required, Unless Otherwise
Specified. If a quorum is present, the
affirmative vote of a majority of the eligible voting members
represented at the meeting, entitled to vote and voting on any matter
shall be the act of the members.
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(d)
In advance of any meeting of members, the Board Of Directors may
appoint judges of election, who need not be members, to act at such
meeting. If judges of election are not so appointed, the presiding officer
of any such meeting may, and on the request of any member shall make
such appointment at the meeting. The number of judges shall be one or
three. No person who is a candidate for office shall act as a
judge.
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Section
1. Authority And
Quorum
The
business and affairs of this organization shall be managed by its
Board of Directors who shall be natural persons of major age and who
need not be residents of the Commonwealth of Pennsylvania but who
shall be regular or life members of the organization. In addition to
the powers and authorities of these by-laws expressly conferred upon
them, the Board of Directors may exercise all such powers of the
organization and do all such lawful acts and things as are not
statute or by the articles or by these by-laws directed or required
to be exercised or done by the members.
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A
majority of the Directors in office shall be necessary to
constitute a quorum for the transaction of business and the acts of a
majority of the Directors present at a meeting at which a quorum is
present shall be the acts of the Board Of Directors. Any action which
may be taken at a meeting of the Directors may be taken without a
meeting if a consent or consents are received from a majority of the
Directors, either verbally or in writing.
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Section
2. Composition And Voting Rights
The
Board Of Directors shall be composed of the following:
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President
Vice-President
Treasurer
Secretary
Publication Editor
Each
member of the Board Of Directors shall have one vote.
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Section
3. Director Emeritus
The
position of Director Emeritus is hereby created as a method of
recognizing outstanding effort and support on behalf of the BFMC.
Said position shall have the same rights as that of the Life Member
classification of membership, shall hold no voting rights on
the Board Of Directors, and confers upon the recipient the highest
level of recognition and appreciation for their involvement with the
BFMC.
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In
recognition of his efforts on behalf of and in support of the BFMC
while associated with East Coast Software of ____, ______ is hereby
appointed as a Director Emeritus of the organization.
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Section
4. Meetings
Meetings
of the Board Of Directors may be held at such times and at such place
or places within this Commonwealth or elsewhere, as a majority of the
Directors may from time to time appoint, or as may be designated in
the notice calling the meeting. Written or personal notice of every
meeting of the Board Of Directors shall be given to each Director at
least five (5) days prior to the date designated for the
meeting.
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Section
5. Committee Creation And Appointment
The Board of Directors may, by
resolution adopted by a majority of the Directors in office,
establish one or more Committees to consist of one or more Directors
of the organization as well as regular, corporate, life or honorary
members. Any such committee, to the extent provided in the resolution
of the Board Of Directors or in these By-Laws, shall have and may
exercise all of the powers and authority of the Board Of Directors
except that no such committee shall have any power or authority as to
the following:
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(a)
The submission to members of any action required by statute to be
submitted to the members for their approval.
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(b)
The filling of vacancies in the Board of Directors
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(c)
The adoption, amendment or repeal of the By-Laws
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(d)
The amendment or repeal of any resolution of the Board
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(e)
Action on matters committed by the By-Laws or resolution of the Board
Of Directors to another committee of the Board.
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(f)
The authority to expend funds or create financial obligations
for the organization, except as so specially auficthorized at
the time of appointment of the committee.
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Section 6. Nominations
Nominations
for offices shall be accepted at the meeting prior to the
election meeting, and immediately prior to the elections. Nominations
may be offered verbally or in written form.
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Section 7. Place And Date Of Elections
The
election of Directors shall take place during the Annual Meeting as
described in Article VI, Section 2.
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Section 8. Directors Elected As Officers Of
The Corporation
It
is intended that the election of Directors serve as the election of
the corporate officers: President, Vice-President, Treasurer,
Secretary and Publication Editor. The person elected to the office of
President shall serve as the Chairman of the Board of Directors.
Other elected Directors will serve as officers in the position for
which each was elected. Any director who does not serve as a
corporate officer shall be deemed a director-at-large.
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Section 9. Vote Required To Elect A Director
Candidates
receiving the highest number of votes for the given office
shall be elected.
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Section 10. Powers
(a)
General Corporate Powers. Subject to the provisions of Pennsylvania
Law governing not-for-profit corporations, and any limitations
in the articles of incorporation and these by-laws relating to action
required to be approved by the members, the business and affairs of
the corporation shall be managed, and all corporate powers shall be
exercised, by or under the Board of Directors.
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(b)
Specific Powers. Without prejudice to these general powers, and
subject to the same limitations, the Directors shall have the power
to:
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(i)
Select and remove all appointed officers, agents, and employees of
the corporation; prescribe any duties or powers for them that are
consistent with law, with the articles of incorporation, and with
these by-laws; and fix their compensation.
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(ii)
Change the principal executive office or principal business office in
the State of Pennsylvania from one location to another; cause the
corporation to be qualified to do business in any other state,
territory, dependency, or country and conduct business within or
outside the State of Pennsylvania; and designate any place within or
outside the state of Pennsylvania for the holding of members’
meeting or meetings, including annual meetings.
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(iii)
Adopt, make, and use a corporate seal; prescribe the forms of
membership certificates; and alter the forms of the seal and
certificates.
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(iv)
Borrow money and incur indebtedness on behalf or the corporation and
cause to be executed and delivered for the corporation’s
purposes, in the corporate name, promissory notes, bonds, debentures,
deeds of trust, mortgages, pledges, hypothecations, and other
evidences of debt and securities, to the extent prescribed for
not-for-profit organizations of the State Of Pennsylvania.
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Section 11. Number And Qualification Of
Directors
The
authorized number of Directors shall be no less than 3 and no more
than 9. Each director shall be elected to a specific position as a
corporate officer. Any director not elected to an officer’s
position shall be considered a director-at-large. Directors must be
members in good standing.
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Section 12. Election And Term Of Office Of
Directors
(a)
Term of Office. The term of office of a director shall be one year,
from the day of election the following year.
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(b)
Election of Officers. All Directors shall be elected either at the
annual general meeting, at a special meeting, or by mail ballot.
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(c)
Ballots. When the election of Directors is held by mail ballot, the
provisions in this subsection shall apply:
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(i)
An official ballot shall be sent to all voting members no later than
30 days prior to the date of the election, containing the names of
all the nominees for each office.
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(ii)
All ballots shall be returned to the corporation’s official
mailing address no later than the date specified in the official
ballot.
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(iii)
Ballots shall be counted by an independent group designated by the
Board of Directors.
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(iv)
The results of the balloting shall be published in the official
publication of the corporation. The newly elected Directors/officers
shall take their places as Directors of the corporation at the next
regular meeting.
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(d)
If any annual meeting is not held or if the Directors are not elected
at any annual meeting, they may be elected at a special members’
meeting held for that purpose, at the next regular meeting, or by
mail ballot. Each director, including a director elected to fill a
vacancy or elected at a special members’ meeting or my mail
ballot, shall hold office until expiration of the term for which
elected and until a successor has been elected and qualified.
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Section 13. Vacancies
(a)
Events Causing Vacancy. A vacancy or vacancies on the Board of
Directors shall be deemed to exist on the occurrence of the
following:
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(i)
the death, resignation, or removal, as set forth below, of any
director;
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(ii)
the declaration by resolution of the Board of Directors of a vacancy
in the office of a director who has been declared of unsound mind by
order of court or convicted of a felony or has been found by final
order or judgment of any court to have breached a duty under
applicable sections of Pennsylvania law;
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(iii)
the increase of the authorized number of Directors, or
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(iv)
the failure of members at any meeting or meetings at which Directors
are to be elected, to elect the number of Directors to be elected at
such a meeting.
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(b)
Removal of Directors. A director shall be removed from his/her
position as director upon vote of the members to remove a director
(if the corporation has fewer than 50 members, the vote of the
majority of the members); provided that no director who was
designated as such, rather than elected by the members, may be
removed without the written consent of the person or persons who
designated such director.
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(c)
Recall of Directors By Members. Recall of a director may be sought by
a petition signed by 51% or more of the voting members. The petition
shall state the reason for the recall and shall be filed with the
corporation at its official mailing address. The memberships and
signatures on such petitions shall be verified by the Secretary of
the corporation before the recall shall become effective. The recall
shall become effective when the Secretary shall have filed with the
President a certificate of verification of the petition for recall.
The petition and the Secretary’s certification shall be filed
with the corporation’s minute book. Notice of the results of
the petition shall be to all members and to the Board of Directors
and officials of the corporation.
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(d)
Resignations. Except as provided in this paragraph, any director may
resign, which resignation shall be effective on giving written notice
to the President, the Secretary, or the Board of Directors, unless
the resignation specifies a later time for the resignation to become
effective. If the resignation of a director is effective at a future
time, the Board of Directors may elect a successor to take office as
of the date when resignation becomes effective.
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In
the event that the resignation of an officer would leave the
corporation without a duly elected director or Directors in charge of
its affairs, the final officer shall be responsible for
formally dissolving the organization, discharging the obligations of
the corporation and distributing corporate assets in accordance with
Article IV.
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(e)
Vacancies Filled By Board of Directors. If a directorship becomes
vacant, the Board of Directors may appoint a director to serve until
the next election of Directors, or it may elect to leave that
directorship vacant until the next election of Directors. If the
vacancy is among the elected officers, the Board may at its option,
choose one of its members to serve in that office and appoint another
Director, or simply fill the vacated position directly by appointing
a person as both Officer and Director.
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(f)
Vacancies Filled By Members. The members may elect a director or
Directors at any time to fill any vacancy or vacancies not filled by
the Directors, but any such election by written consent shall require
the consent of a majority of the voting power.
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(g)
Vacancies On Reduction of Number of Directors. Any reduction in the
number of Directors can have the effect of removing a Director prior
the expiration of that Director’s term of office,
provided that the given Director’s position is the one
eliminated.
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(h)
Restriction On Interested Directors. Not more than 49% of the persons
serving on the Board of Directors at any time may be interested
persons. An interested person is (1) any person currently being
compensated by the corporation for services rendered to it in the
previous 12 months, whether as a full-time or part-time employee,
independent contractor, or otherwise, excluding any reasonable
compensation paid to a director as director; and (2) any brother,
sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,
son-in-law, daughter-in-law, mother-in-law, or father-in-law of any
such person. Any violation of the provisions in this paragraph shall
not effect the validity or enforceability of any transaction entered
into by the corporation.
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Section 14. Place Of Meetings; Meetings By
Telephone
Meetings
of the Board Of Directors may be held at any place within or outside
the State Of Pennsylvania that has been so designated by and agreed
to by the Board of Directors.
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Any
meeting, regular or special, may be held by conference call or by
other electronic communications equipment, so long as all
participants can communicate instantaneously with each other by
visible or audible means, and all such Directors shall be deemed to
be present at such meeting.
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Section 15. Special Meetings
(a)
Authority to Call. Special meetings of the Board of Directors may be
called for any purpose, at any time by the President or any other two
Directors or elected officers.
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(b)
Notice.
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(i)
Manner of Giving. Notice of the time and place of special meetings
may be given to each director by one of the following methods: (a) by
personal delivery of written notice; (b) by first class mail, postage
prepaid; or (c) by telephone communication. All such notices shall be
given or sent to the director’s address or telephone number as
shown on the records of the corporation.
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(ii)
Time Requirements. Notices sent by first class mail shall be
deposited into a United States mail box at least seven days before
the time set for the meeting. Notices given by personal delivery, or
telephone shall be delivered or telephoned at least 48 hours before
the time set for the time of the meeting. Meetings may also be called
on notice less than herein specified provided all Board members
agree to the chosen time, date and location.
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(iii)
Notice Contents. The notice shall state the time and place for the
meeting. However, it need not specify the purpose of the meeting.
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Section 16. Quorum
A
majority of the Directors in office, but in no event fewer than
2 Directors, shall constitute a quorum for the transaction of
business. Every act done or decision made by a majority of Directors
present at a meeting held at which a quorum is present shall be
regarded as an act of the Board of Directors, subject to the
provisions of Pennsylvania law, especially those transactions
relating to:
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(i)
approval of contracts or transactions in which a director has a
direct or indirect material interest,
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(ii)
appointment of committees, and
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(iii)
indemnification of Directors.
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A
meeting at which a quorum is initially present may continue to
transact business, not withstanding the withdrawal of Directors, if
any action taken is approved by at least a majority of the required
quorum for that meeting.
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Section 17. Adjournment
A
majority of Directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.
<![if
!supportEmptyParas]> <![endif]>
Section 18. Action Without Meeting
Any
action required or permitted to be taken by the Board of Directors
may be taken without a meeting, provided that a majority of the
sitting Board Of Directors provides a consenting vote, either
verbally or in writing. Such action by consent shall have the same
force and effect as a majority vote of the Board of Directors. Such
consent votes shall be filed, in writing, with the Secretary at
the earliest possible time no later than the next regular meeting of
the corporation, by the President or Board Member who initiates the
consent vote.
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Section 19. Fees And Compensation Of Directors
Directors
and members of committees may receive such compensation, if any, for
their services, and such reimbursement of expenses, as may be
determined by resolution of the Board of Directors to be just and
reasonable.
<![if
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<![if
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<![if
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Section 1. Meetings And Actions Of Committees
Meetings
and actions of committees shall be governed by, and held and taken in
accordance with, the provisions of Article VIII, Section 14 and
Section 15 of these by-laws concerning meetings of Directors, with
such changes in the context of these by-laws as are necessary to
substitute the committee and its members for the Board of Directors
and its members, except that the times for regular meetings of the
committees may be determined either by resolution of the board of
Directors or by resolution of the committee. Special meetings of the
committees may also be called by resolution of the Board of
Directors. Notice of special meetings of committees shall also be
given to any and all alternate members, who shall have the right to
attend all meetings of the committee. Minutes shall be kept of each
meeting of any committee and shall be filed with the Secretary. The
Board of Directors may adopt rules for the government of any
committee not inconsistent with the provisions of these by-laws. All
committee meetings are closed except by special invitation or
exception, and committee Chairs are appointed by the President and
serve at his pleasure.
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Section
2. Establishment of Committees
The
Board Of Directors shall have the authority to establish any
committee as it may from time to time find appropriate and to
dissolve such committees from time to time as it deems appropriate.
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Section 3. Advisory
Committee
The
Board of Directors shall have the authority to establish such
advisory committees as it may from time to time find appropriate and
to dissolve such committees from time to time.
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<![if
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<![if
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Section 1. Officers
The
officers of the corporation shall be a President, a Vice-President, a
Secretary and a chief financial officer and a Publication Editor. The
corporation may also have one or more assistant secretaries, one or
more assistant treasurers and such other officers as may be appointed
in accordance with the provisions of Section 3 of this Article. Any
number of offices may be held by the same person, except that neither
the Secretary nor the chief financial officer may serve concurrently
as either the President or the chairperson of the board.
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Section 2. Election of Officers
The
officers of the corporation, except those appointed in accordance
with the provisions of Section 3 of this Article, Section 6, herein,
and each shall serve at the pleasure of the Board, subject to the
rights, if any, of an officer under any contract of employment.
<![if
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Section 3. Subordinate Officers
The
Board of Directors may appoint, and may authorize the President or
another officer to appoint, any other officers that the business of
the corporation may require, each of whom shall have the title, hold
office for the period, have the authority, and perform the duties
specified in the by-laws or determined from time to time by the Board
of Directors. Subordinate officers may include, but are not limited
to Librarian, Technical Advisor, and Membership Chairperson.
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The
Board Of Directors may eliminate, and may authorize the President or
another officer to eliminate, with or without cause, any
subordinate officer positions which have been previously
created or designated, including but not limited to Librarian,
Technical Advisor, and Membership Chairperson.
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Section 4. Removal Of Officers
Subject
to the rights, if any, of an officer under any contract of
employment, any officer may be removed, with or without cause, by the
Board of Directors, at any regular or special meeting of the Board,
or, except in case of an officer chosen by the Board of Directors, by
an officer on whom such power of removal may be conferred by the
Board of Directors.
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Section
5. Resignation Of Officers
Any
officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of receipt
of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of that
resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
<![if
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<![if
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Section 6. Vacancies In Offices
A
vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled only in the
manner prescribed in these by-laws for regular appointments to that
office.
<![if
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The
Board of Directors or the President may appoint any member in good
standing to assume the duties of any vacant office on an
interim basis, pending the filling of the office as
prescribed in these by-laws for regular appointments to that office.
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Section 7. Responsibilities Of Officers
(a)
President. Subject to such supervisory powers as may be given by the
Board of Directors if any, the President shall, subject to the
control of the Board of Directors, generally supervise, direct, and
control the business and the officers of the corporation. He or she
shall be the chief executive officer of the organization; shall
preside at all meetings of the members and at all meetings of the
Board of Directors; shall be ex-officio a member of all
committees, and shall hold the responsibility of seeing that all
orders and resolutions of the Board are carried into effect. He or
she shall have such other powers and duties as may be prescribed by
the Board of Directors or the by-laws.
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(b)
Vice-President(s). In the absence or disability of the President, the
Vice-President(s), if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, a Vice-President designated by
the Board of Directors, shall perform all the duties of the
President, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the President. The
Vice-President(s) shall have such other powers and perform such other
duties as from time to time may be prescribed for them respectively
by the Board of Directors or the President.
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(c)
Secretary. The Secretary shall attend to the following:
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(i)
Book of minutes. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions
of the Board of Directors.
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(iii)
Notices, seal and other duties. The Secretary shall give, or cause to
be given, notice of all meetings of the members of the Board of
Directors required by the by-laws to be given. He or she shall keep
the seal of the corporation in safe custody. He or she shall have
such other powers and perform such other duties as may be prescribed
by the Board of Directors or the by-laws.
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(d)
Treasurer. The Treasurer (chief financial officer) shall attend to
the following:
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(i)
Books of account. The chief financial officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and other matters customarily included in
financial statements. The books of account shall be open to
inspection by any director at all reasonable times.
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(ii)
Deposit and disbursement of money and valuables. The chief financial
officer shall deposit all money and other valuables in the name and
to the credit of the corporation with such depositories as may be
designated by the Board of Directors; shall disburse the funds of the
corporation as may be ordered by the Board of Directors; shall render
to the President and Directors, whenever they request it, an account
of all his or her transactions as chief financial officer and of the
financial condition of the corporation; and shall have other powers
and perform such other duties as may be prescribed by the Board of
Directors or the by-laws.
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(iii)
Bond. If required by the Board of Directors, the chief financial
officer shall give the corporation a bond in the amount and with the
surety or sureties specified by the Board for faithful performance of
the duties of his or her office and for restoration to the
corporation of all its books, papers, vouchers, money, and other
property of every kind in his or her possession or under his or her
control on his or her death, resignation, retirement, or removal from
office. Should such bond be required, the Corporation shall bear the
cost of obtaining such bond from a bonding agency.
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(e)
Publication Editor. The Publication Editor shall attend to the
following:
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(i)
Holds responsibility for producing the newsletter and/or any other
regular publication of the organization, including the coordination
of printing, assembly, postage and mailing of said publications no
later than 7 days prior to the date of the subsequent meeting.
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(ii)
Holds responsibility of assuring that publication content and
appearance portray a positive and affirmative image of the
organization.
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(iii)
Holds full editorial authority to accept, edit, or reject potential
publication articles, advertisements, announcements and any other
materials for publication based on tone, content, or subject. This
authority may only be superseded by a vote of the Board Of Directors.
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(f)
Membership Chairperson. The Membership Chairperson shall attend to
the following:
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(i)
Holds responsibility for maintaining the membership roster in an
accurate and timely manner.
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(ii)
Holds responsibility for the production of membership reports on a
monthly basis and on specific request by the President or the
Board of Directors.
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(iii)
Is responsible for contacting expired members in whatever fashion is
deemed appropriate, but not limited to mail or telephone contact, for
the purpose of obtaining membership renewals.
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(iv)
Is responsible for producing and delivering mailing labels generated
by the membership database to the Publication Editor no later than
the 14 days prior to the date of the subsequent meeting.
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<![if
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Section 1. Definitions
For the purpose of this
Article:
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(a)
“Agent” means any person who is or was a director,
officer, employee, or other agent of this corporation, or is or was
serving at the request of this corporation as a director, officer,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a
director, officer, employee, or agent of a foreign or domestic
corporation that was a predecessor corporation of this corporation or
of another enterprise at the request of the predecessor corporation;
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(b)
“Proceedings” means any threatened, pending, or
contemplated action or proceeding, whether civil, criminal,
administrative or investigative; and
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(c)
“Expenses” includes, without limitation, all attorney’s
fees, costs, and any other expenses incurred in the defense of any
claims or proceedings against an agent by reason of his or her
position or relationship as agent and all attorney’s fees,
costs, and other expenses incurred in establishing a right to
indemnification under this Article.
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Section 2. Successful Defense By Agent
To
the extent that an agent of this corporation has been successful on
the merits in the defense of any proceedings referred to in this
Article or in the defense of any claim, issue, or matter therein, the
agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith.
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Section 3. Actions Brought By Person Other Than
the Corporation
Subject
to the required findings to be made pursuant to Section 5, below,
this corporation shall indemnify any person who was or is a party, or
is threatened to be made a party, to any proceeding (other than an
action brought by or in the right of this corporation to procure a
judgment in its favor, or an action brought by the Attorney General
or a person granted relator status by the Attorney General for any
breach of duty relating to assets held in charitable trust) by reason
of the fact that such person is or was an agent of this corporation,
for all expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with the proceeding.
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Section 4. Action Brought By Or On Behalf Of The
Corporation
(a)
Claims settled out of court. If any agent settles or otherwise
disposes of a threatened or pending action brought by or on behalf of
this corporation, with or without court approval, the agent shall
receive no indemnification for either amounts paid pursuant to the
terms of the settlement or other disposition or for any expenses
incurred in defending against the proceedings, unless it is settled
with the approval of the Attorney General.
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(b)
Claims and suits awarded against agent. This corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action brought
by or on behalf of this corporation by reason of the fact that the
person is or was an agent of this corporation, for all expenses
actually and reasonably incurred in connection with the defense of
that action, provided that both of the following are met:
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(i)
The determination of good faith conduct required by Section 5, below,
must be made in the manner provided for in that section; and;
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(ii)
Upon application, the court in which the action was brought must
determine that, in view of all the circumstances of the case, the
agent should be entitled to indemnify for the expenses incurred. If
the agent is found to be so entitled, the court shall determine the
appropriate amount of expenses to be reimbursed.
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Section 5. Determination Of Agent’s Good
Faith Conduct
The
indemnification granted to an agent in Section 3 and 4 above is
conditioned on the following:
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(a)
Required standard of conduct. The agent seeking reimbursement must be
found, in the manner provided below, to have acted in good faith, in
a manner he or she believed to be in the best interest of this
corporation, and with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use in similar
circumstances. The termination of any proceeding by judgment, order,
settlement, conviction, or on a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person
did not act in good faith or in a manner which he or she reasonably
believed to be in the best interest of this corporation or that he or
she had reasonable cause to believe that his or her conduct was
unlawful. In the case of a criminal proceeding, the person must have
had no reasonable cause to believe that his or her conduct was
unlawful.
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(b)
Manner of determination of good faith conduct. The determination that
the agent did act in a manner complying with Paragraph (a) above
shall be made by:
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(i)
the Board of Directors by a majority vote of a quorum consisting of
Directors who are not parties to the proceeding; or
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(ii)
the members by an affirmative vote (or written ballot in accord with
Article VI) of a majority of members represented and voting at a duly
held meeting of members at which a quorum is present (which
affirmative votes also constitute a majority of the required quorum);
or
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(iii)
the court in which the proceeding is or was pending. Such
determination may be made on application brought by this corporation
or the agent or the attorney or other person rendering a defense to
the agent, whether or not the application by the agent, attorney, or
other person is opposed by this corporation.
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Section 6. Limitations
No
indemnification or advance shall be made under this Article, except
as provided in Section 2 or 5(b)(iii), in any circumstance when it
appears:
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(a)
That the indemnification or advance would be inconsistent with a
provision of the articles, a resolution of the members, or an
agreement in effect at the time of the accrual of the alleged cause
of action asserted in the proceeding in which the expenses were
incurred or other amounts paid, which prohibits or otherwise limits
indemnification; or
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(b)
That the indemnification would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
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Section
7. Advance Of Expenses
Expenses
incurred in defending any proceeding may be advanced by this
corporation before the final disposition of the proceeding on receipt
of an undertaking by or on behalf of the agent to repay the amount of
the advance unless it is determined ultimately that the agent is
entitled to be indemnified as authorized in this article.
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!supportEmptyParas]> <![endif]>
Section 8. Contractural Rights Of Non-Directors
And Non-Officers
Nothing
contained in this Article shall affect any right to indemnification
to which persons other than Directors and officers of this
corporation, or any subsidiary hereof, may be entitled by contract or
otherwise.
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Section 9. Insurance
The
Board of Directors may adopt a resolution authorizing the purchase
and maintenance of insurance on behalf of any agent of the
corporation against any liability other than for violating provisions
against self-dealing asserted or incurred by the agent in such
capacity or arising out of the agent’s status as such, whether
or not this corporation would have the power to indemnify the agent
against that liability under the provisions of this section.
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<![if
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<![if
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Section 1. Maintenance Of Corporate Records
The
corporation shall keep:
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(a)
Adequate and correct books and records of account;
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(b)
Minutes in written form of the proceedings of its members, Board, and
committees of the Board;
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(c)
A record of its members, giving their names and addresses and the
class of membership held by each.
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All
such records shall be kept in the possession of the Secretary or
other individual so designated by the Board Of Directors.
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!supportEmptyParas]> <![endif]>
Section 2. Member’s Inspection Rights
(a)
Any member of the corporation may :
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(i)
inspect and copy the records of members’ names and voting
rights, but not in including their addresses, during usual business
hours on fifteen days’ prior written demand on the
corporation, stating the purpose for which the inspection rights are
requested, or,
<![if
!supportEmptyParas]> <![endif]>
(ii)
on written demand and on the tender of the Secretary’s usual
charges for such a list, if any, obtain a list of the names of
members who are entitled to vote for the election of Directors, and
their voting rights, as of the most recent record date for which that
list has been compiled, or as of a date specified by the member after
the date of demand. The demand shall state the purpose for which the
list is requested. This list shall be made available to any such
member by the Secretary on or before the later of 10 days after the
demand is received or the date specified in it as the date by which
the list is to be compiled; and
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(b)
Any member of the corporation may inspect the accounting books and
records and minutes of the proceedings of the members and the Board
and committees of the Board, at any reasonable time, for a purpose
reasonably related to such person’s interest as a member.
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!supportEmptyParas]> <![endif]>
(c)
Any inspection and copying under this section may be made in person
or by an agent or attorney of the member and the right of inspection
includes the right to copy and make extracts of documents.
<![if
!supportEmptyParas]> <![endif]>
Section 3. Maintenance And Inspection Of Articles
And By-Laws
The
Secretary of the corporation shall keep the original or a copy of the
articles and by-laws as amended to date. The Secretary shall, on the
written request of any member, furnish to that member a copy of the
articles and by-laws as amended to date.
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!supportEmptyParas]> <![endif]>
The
by-laws and amendments may also be maintained in other locations and
in other forms, as agreed upon and determined by the Board Of
Directors.
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!supportEmptyParas]> <![endif]>
Section 4. Inspection By Directors
Every
director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind and the
physical properties of the corporation and each of its subsidiary
corporations. This inspection by a director may be made in person or
by an agent or attorney, and the right of inspection includes the
right to copy and make extracts of documents, but must be requested,
in writing, no later than 15 days prior to the requested date of
inspection.
<![if
!supportEmptyParas]> <![endif]>
Section 5. Annual Report To Members
Not
later than 120 days after the close of the corporation’s fiscal
year, the Board shall cause an annual report to be sent to the
members. Such report shall contain the following information in
reasonable detail:
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(1)
The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year.
<![if
!supportEmptyParas]> <![endif]>
(2)
The principal changes in assets and liabilities, including trust
funds, during the fiscal year.
<![if
!supportEmptyParas]> <![endif]>
(3)
The revenue or receipts of the corporation, both unrestricted and
restricted to particular purposes, for the fiscal year.
<![if
!supportEmptyParas]> <![endif]>
(4)
The expenses or disbursements of the corporation, for both general
and restricted purposes, during the fiscal year.
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!supportEmptyParas]> <![endif]>
(5)
Any information required by Section 6 of this Article. (b) The report
required by this Section shall be accompanied by any report thereon
of independent accountants, or, if there is no such report, by the
certificate of an authorized officer of the corporation that such
statements were prepared without audit from the books and records of
the corporation.
<![if
!supportEmptyParas]> <![endif]>
Section 6. Annual Statement Of Certain
Transactions And Indemnifications
No
later than the time the corporation gives its annual report, if any,
to the members, and in any event no later than 120 days after the
close of the corporation’s fiscal year, the corporation shall
prepare and mail or deliver to each member a statement of the amount
and circumstances of any transaction or indemnification of the
following kind:
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(a)
Any transaction(s) in which the corporation, its parent or its
subsidiary was a party, and in which any director or officer of the
corporation, its parent or subsidiary (a mere common directorship
shall not be considered such an interest) had a direct or indirect
financial interest.
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!supportEmptyParas]> <![endif]>
(b)
Any indemnifications or advances aggregating more than $10,000 paid
during the fiscal year to any officer or director of the corporation
pursuant to Article XI hereof, unless such indemnification has
already been approved by the members pursuant to Section 5(b) of
Article XII.
<![if
!supportEmptyParas]> <![endif]>
The
statement may be a dedicated mailing or communication, or may be
contained in the corporation’s monthly publication.
<![if
!supportEmptyParas]> <![endif]>
<![if
!supportEmptyParas]> <![endif]>
<![if
!supportEmptyParas]> <![endif]>
Unless
the context requires otherwise, the general provisions, rules of
construction, and definitions in Pennsylvania law shall govern the
construction of these by-laws. Without limiting the generality of the
above, the masculine gender includes the feminine and neuter, the
singular number includes the plural, the plural number includes the
singular, and the term “person” includes both the
corporation and a natural person.
<![if
!supportEmptyParas]> <![endif]>
<![if
!supportEmptyParas]> <![endif]>
<![if
!supportEmptyParas]> <![endif]>
Section 1. Amendment By Members
New
by-laws may be adopted or these by-laws may be amended or repealed by
approval of the members or their proxies, or by written consent of
these persons. However, if the corporation has more than one class of
voting members, any amendment which would materially and adversely
affect the rights of any class as to voting or transfer, differently
from the manner in which such action affects another class, must be
approved by the members of such affected class. Further, where any
provisions of these by-laws requires the vote of a larger proportion
of the members than otherwise required by law, such provisions may
not be altered, amended or repealed except by vote of such larger
number of members. No amendment may extend the term of a director
beyond that for which director was elected.
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A
majority of the eligible voting members of all membership classes
shall be required for any amendment, repeal or addition to the
by-laws, provided that any non-voting members shall be considered to
have abstained from the vote.
<![if
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The
vote of any such proposition by the membership must be conducted in
writing, either at a regular meeting or a special meeting called for
consideration of the proposal, or by mail, with a specified
date required for return of the proposition, said date being no less
than four (4) calendar weeks from the date of mailing and/or notification
to the membership.
<![if
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Section 2. Amendment By Directors
Subject
to the rights of members under Section 1 of this Article XIV and the
limitations set forth below, the Board of Directors may adopt, amend
or repeal by-laws. Such power is subject to the following
limitations:
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(a)
the limitation set forth in Section 1 on the members’ power to
adopt, amend or repeal by-laws shall apply to actions by the Board of
Directors.
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(b)
The Board of Directors may not amend a bylaw provision fixing the
authorized number of Directors or the minimum and maximum number of
Directors. However, if the articles or by-laws provide for a variable
number of Directors within specified limits, the Directors may,
subject to the other limitations of this Section, adopt, amend or
repeal a bylaw fixing the exact numbers of Directors within those
limits.
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(c)
If any provision of these by-laws requires the vote of a larger
proportion of the Directors than otherwise required by law, such
provision may not be altered, amended or repealed except by vote of
such larger number of Directors.
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(d)
The Board of Directors may not adopt or amend bylaw provisions
concerning the following subjects without the approval of the
members:
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(i)
Any provision increasing the terms of Directors;
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(ii)
Any provision allowing one or more Directors to hold office by
designation or selection rather than election by the members;
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(iii)
Any provision giving the Board of Directors power to fill vacancies
on the Board created by removal of Directors;
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(iv)
Any provision increasing the quorum for members’ meetings;
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(v)
Any provision repealing, restricting, creating or expanding proxy
rights.
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Section
1. Authorization
The
organization shall make no purchase of real property nor sell,
mortgage or borrow any money in excess of $25.00, lease away or
otherwise dispose of its real property unless:
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(a)
authorized by the Board Of Directors
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(b)
approved by a majority of the members present and entitled to vote at
any membership meeting.
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Section
2. Income And Profit
Whenever
the lawful activities of the organization involve among other things
the charging of fees or prices for its services or products., it
shall have the right to receive such income, and in so doing, may
make an incidental profit. All such incidental profits
shall be applied to the maintenance and operation of the lawful
activities of the organization, and in no case shall be divided or
distributed in any manner whatsoever among the members, directors or
officers of the organization.
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Section
3. Demands
All
checks or demands for money and notes of the organization shall be
signed by such officer or officers as the Board may from
time to time designate.
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We,
the undersigned, certify that we are the presently elected and acting
President, Secretary, Treasurer, and Publication Editor respectively
or appropriately powered agent as set forth in these by-laws of the
BFMC, a nonprofit, non-stock corporation, and the above by-laws,
consisting of_____ pages, are the by-laws of this corporation as
adopted at a meeting of the Board of Directors held on September 21,
1994.
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Dated:________________________
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______________________________
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John
Smith, President
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______________________________
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Jane
Doe, Treasurer
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______________________________
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Jane
Smith, Secretary
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______________________________
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John
Doe, Publication Editor
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