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Revised SOMAA By-Laws 2017
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BY-LAWS

 

 

OF

 

 

SGUSOM ALUMNI

 

 

ASSOCIATION,

 

 

INC.

 

Adopted:  [DAY] [MONTH], 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


TABLE OF CONTENTS[1]

Page

ARTICLE I

Name, Purposes, Office

Section 1.01       Name......................................................................................................................1

Section 1.02       Purposes................................................................................................................ 1

ARTICLE II

Membership

Section 2.01       Membership Classes...............................................................................................1

Section 2.02       Membership Dues.................................................................................................. 1

Section 2.03       Term, Removal and Resignation............................................................................... 2

Section 2.04       Meetings............................................................................................................... 2

Section 2.05       Notice................................................................................................................... 2

Section 2.06       Quorum and Voting.............................................................................................. ...2

Section 2.07       Actions in Writing................................................................................................... 3

Section 2.08       Participation by Telephone....................................................................................... 3

ARTICLE III

Fiscal Year

Section 3.01       Fiscal Year............................................................................................................ 3

ARTICLE IV

EXECUTIVE BOARD (OFFICERS)

Section 4.01       Executive Board.................................................................................................... 3

Section 4.02       Election, Removal, Vacancies................................................................................. 3

Section 4.03       President............................................................................................................... 4

Section 4.04       Vice President....................................................................................................... 4

Section 4.05       Treasurer............................................................................................................... 4

Section 4.06       Secretary............................................................................................................... 5

Section 4.07       Past President........................................................................................................ 5

Section 4.08       Other Agents, Advisors and Employees.................................................................... 5

ARTICLE V

Board of Trustees

Section 5.01       Duties.................................................................................................................... 5

Section 5.02       Board Members.................................................................................................... 6

Section 5.03       Eligibility.............................................................................................................. 6

Section 5.04       At-Large Board Trustees........................................................................................ 6

Section 5.05       Meetings............................................................................................................... 7

Section 5.06       Attendance............................................................................................................ 8

Section 5.07       Resignation........................................................................................................... 8

Section 5.08       Removal for Cause................................................................................................. 8

Section 5.09       Vacancies.............................................................................................................. 8

ARTICLE VI

OTHER COMMITTEEs

Section 6.01       Appointment, Powers........................................................................................... 9

Section 6.02       Other Committees................................................................................................. 9

Section 6.03       Term..................................................................................................................... 9

Section 6.04       Removal................................................................................................................ 9

Section 6.05       Vacancies.............................................................................................................. 9

Section 6.06       Meetings, Notice................................................................................................... 9

Section 6.07       Quorum, Vote..................................................................................................... 10

ARTICLE VII

Indemnification

Section 7.01       Limitation on Liability....................................................................................... 10

Section 7.02       Indemnification................................................................................................... 10

ARTICLE VIII

Compensation of TRUSTEEs and Officers

Section 8.01       Authorization...................................................................................................... 10

Section 8.02       Interested Parties................................................................................................ 11

Section 8.03       Loans.................................................................................................................. 11

ARTICLE IX

Financial Authority

Section 9.01       Books and Records............................................................................................. 11

Section 9.02       Execution of Instruments.................................................................................... 11

Section 9.03       Investments......................................................................................................... 11

ARTICLE X

Execution of Instruments

Section 10.01     Execution of Instruments.................................................................................... 11

ARTICLE XI

Amendments

Section 11.01     Amendments....................................................................................................... 11

 


BY-LAWS OF SGUSOM ALUMNI ASSOCIATION, INC.

ARTICLE I

Name, Purposes, Office

Section 1.01        Name.

The name of the corporation is SGUSOM Alumni Association (the “Association”).

Section 1.02        Purposes.

The purposes and powers of the Association shall be those set forth in the Certificate of Incorporation, as amended from time to time.

ARTICLE II

Membership

Section 2.01        Membership Classes.

The Association shall have one class of voting members (“Full Members”), and three classes of non-voting members, Honorary Members, Associate Members, and Student Members (collectively “non-voting members”).

 

(a)               Full Members.

 

Full members shall include any person who has either (i) graduated from SGUSOM, or (ii) matriculated in SGUSOM and then transferred to  other medical schools, has paid membership dues pursuant to Section 2.02, and has not been removed pursuant to Section 2.03. 

 

(b)               Honorary Members.

 

Honorary Members shall include any person who has made outstanding contributions to the welfare of the Association, has been elected and approved by a majority vote of the Board of Trustees, and has not been removed pursuant to Section 2.03. 

 

(c)               Associate members.

 

Associate members shall include parents, guardians, spouses, friends, and significant others of current students or graduates of the SGUSOM or members of the Association who have paid membership dues pursuant to Section 2.02, and have not been removed pursuant to Section 2.03. 

 

(d)               Student Members.

 

Student members shall include all currently enrolled medical students in good standing of SGUSOM who have paid membership dues pursuant to Section 2.02, and have not been removed pursuant to Section 2.03.

 

Section 2.02        Membership Dues.

 

(a)               Life membership dues.

 

 Life membership dues shall be payable once at an amount to be determined by the Board of Trustees.

 

(b)               Annual membership dues.

 

The Board of Trustees shall determine annual dues for all classes of members.  Any member who pays annual dues shall be treated as a member of for the specified Association year.  The Association year shall be July 1 through June 30 of the following year.

 

Section 2.03        Term, Removal and Resignation.

 

(a)               Term.

 

The term of membership shall be life for Honorary Members, and for Full Members who have paid life membership dues pursuant to Section 2.02(a).  The term of membership shall be one year for all members who have paid annual membership dues pursuant to Section 2.02(b). 

 

(b)               Removal.

 

Any member may be removed with or without notice and with or without cause at a at a meeting by a majority of the entire Board of Trustees, or by action in writing signed by all of the Trustees.

 

(c)               Resignation.

 

Any member, after having fulfilled all obligations to the Association, may resign by written notice to the Secretary of the Association.

Section 2.04        Meetings.

A meeting of the Full Members of the Association shall be held annually for the election of Trustees and the transaction of such other business.  Special meetings of the Full Members may be called by any Full Member.

Section 2.05        Notice.

Notice of meetings shall be given personally or sent by mail, e-mail or other electronic means, or facsimile transmission to each Full Member by the Secretary, addressed to him or her at his or her address as it appears on the books and records of the Association, at least ten (10) days before the day on which the meeting is to be held.  Such notice shall state the date and hour when and place where the meeting is to be held, and to the extent possible, the purpose or purposes for which the meeting is called.  Unless it is an annual meeting, such notice shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.  Notice of any adjournment of a meeting of the Full Members to another time or place shall be given to any Full Members who were not present at the time of the adjournment.  No notice of any meeting of the Full Members need be given to any Full Member who attends such meeting in person or by proxy without protesting prior to or at the commencement of the meeting the lack of notice of such meeting, or to any Full Member who submits a signed waiver of notice whether before or after the meeting.

 

Section 2.06        Quorum and Voting.

At all meetings of the Full Members the presence of the lesser of one hundred (100) persons or one-tenth (1/10) of the Full Members in person or by proxy shall be necessary and sufficient to constitute a quorum.  Except as otherwise provided by law or by these By-laws, the act of a majority of a quorum of the Full Members shall be the act of the members.  In the absence of a quorum, a majority of the Full Members present, without notice other than by announcement at the meeting, may adjourn the meeting until a quorum shall attend.

 

Section 2.07        Actions in Writing.

 Any action required or permitted under these By-laws to be taken by the members or by any committee thereof may be taken without a meeting if the Full Members unanimously consent in writing to the adoption of a resolution authorizing the action.

 

Section 2.08        Participation by Telephone.

Any one or more Full Members may participate in a meeting of the Full Members by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

 

ARTICLE III

Fiscal Year

Section 3.01        Fiscal Year.

The fiscal year of the Association shall begin on the first day of January and shall end on the 31st day of December.

 

ARTICLE IV

EXECUTIVE BOARD (OFFICERS)

Section 4.01        Executive Board.

The Executive Board shall include the elected officers of the Association, which may include a President, one or more Vice Presidents, a Secretary, a Treasurer, a Past President, and such other officers as the Board of Trustees may from time to time elect.  The elected officers shall be elected for a term of two years, beginning on July 1.  The initial elected officers must be Full Members of the Association that have graduated from, and remain in good standing with, SGUSOM.  Subsequent elected officers must be Full Members of the Association that have graduated from, and remain in good standing with, SGUSOM who have served as a Trustee on the Board of Trustees of the Association for at least one full two-year term.  Furthermore, except as otherwise waived by a unanimous vote of the Board of Trustees, only a person who has previously served in some office of the Executive Board is eligible to be elected to the office of President.  Additionally, only a person who has previously served in the office of President is eligible to be elected to the office of Past President. 

 

Section 4.02        Election, Removal, Vacancies.

 

(a)               Initial Members of the Executive Board.  The initial members of the Executive Board shall be elected by the initial Board of Trustees at a meeting by majority vote or by action in writing signed by all of the Trustees.  Each initial member of the Executive Board shall hold office until a successor shall have been elected, until his or her death or resignation, or until he or she shall have been removed.

 

(b)               Subsequent Elections. On or about June 1, 2020 and every other year thereafter, the Board of Trustees will call for nominations for the offices of Secretary, Treasury, Vice President, and President, respectively.  Any Trustee may nominate any eligible person for the Office of Secretary.  At the June meeting of the Board of Trustees, the Trustees will elect officers for any elective office whose term is expiring.  Each such officer so elected shall hold office for a two-year term or until a successor shall have been elected, until his or her death or resignation, or until he or she shall have been removed.  Any elected officer may be removed at any time, with or without cause and with or without notice, at a meeting by a majority of all the Trustees of the Association.  Except as otherwise waived by a unanimous vote of the Board of Trustees, an officer that has served two consecutive terms in a single elective office shall not be permitted to serve additional terms in the same elective office without first taking a two-year gap year; provided, however, that any such officer shall be permitted to serve as an officer of a different elective office.

 

(c)               Removal.  The Board of Trustees may remove from office any officer for action(s) or omission(s) considered detrimental to the interests of the Association or SGUSOM.

 

(d)               Vacancies.  In the event that an officer is removed from office pursuant to Section 4.02(b), resigns from office, or is otherwise unable to complete his or her term of office, the Board of Trustees may fill any vacancy at any meeting of the Board of Trustees.

 

Section 4.03        President.

 

 The President shall act as the primary representative of the Association in all affairs.  The President will be responsible for setting the dates and agendas and presiding over all meetings of the Board of Trustees and the Executive Board.  The President shall set the dates of the quarterly meetings of the Board of Trustees and the Executive Board by July 1 each year.  In the event of a tie vote among the members of the Executive Board, the President shall act as the Tie-Breaker and the act of the President shall be the act of the Executive Board with respect to that particular matter.  The President will be responsible for appointing all committees necessary for the transaction of the affairs of the Association.  The President shall also act as the liaison between the Association, SGUSOM, and the University.  In addition to the foregoing, the President will exercise general supervision over the affairs of the Association, subject, however, to the control of the Board of Trustees.  The President shall keep the Board of Trustees fully informed about the affairs of the Association.  The President in general shall perform all duties incident to the office of President of the Association and such other duties as from time to time may be assigned to him or her by the Board of Trustees or the Executive Board. 

 

Section 4.04        Vice President.

The Vice President (or if there is more than one Vice President, a Vice President designated by the Board of Trustees) shall, in the temporary absence or disability of the President or at the request of the President, act in the place of the President.  The Vice President shall also perform such other duties as from time to time may be assigned to him or her by the Board of Trustees, the President, or Executive Board, which duties may include powers elsewhere assigned or delegated to other officers.  

 

Section 4.05        Treasurer.

The Treasurer shall have custody of all funds and property owned by the Association and shall keep an accurate account of all income and expenditures.  The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Trustees and shall render to the President and Trustees at the regular meetings of the Board of Trustees, or whenever they may require it, an account of all of his or her transactions as Treasurer, and shall submit a report to the Board of Trustees, at such times as the Board shall request, of the financial condition of the Association, and shall exhibit to such persons at all reasonable times the books and accounts of the Association.  The Treasurer shall submit an annual report to the members at the annual meeting of the members.  The Treasurer shall timely file, or cause to be timely filed, any required tax reports on behalf of the Association.  The hiring of an accountant is to be approved by the Board of Trustees and paid for by the association.  The Treasurer shall obtain insurance for the Executive Board and the Board of Trustees, and the Association shall pay the insurance premiums.  In addition to the foregoing, the Treasurer shall perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Trustees, the President or the Executive Board, which duties may include powers elsewhere assigned or delegated to other officers.  

 

Section 4.06        Secretary.

 

The Secretary shall attend the meetings of the Association, and shall record the proceedings of such meetings with the support of the Alumni office.  The Secretary shall keep a database of the name and address of each person eligible for membership in the Association in conjunction with the Alumni Office of SGUSOM and shall notify the members in accordance with the By-laws of the Association of any and all activities of the Association.  The Secretary shall conduct elections.  In addition to the foregoing, the Secretary shall keep the minute books and seal of the Association, serve or cause to be served all notices of the Association, including notices of meetings of the Board of Trustees, record the minutes of the meetings of the Board of Trustees, 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 or her by the Board of Trustees or the President, which duties may include powers elsewhere assigned or delegated to other officers.

 

Section 4.07        Past President.

 

1.  The Past President shall, in the temporary absence or disability of the President and the Vice President and at the request of the President or Vice President, act in the place of the President or the Vice President.  The Past President shall also perform such other duties as from time to time may be assigned to him or her by the Board of Trustees, the President, or Executive Board, which duties may include powers elsewhere assigned or delegated to other officers.

 

Section 4.08        Other Agents, Advisors and Employees.

 

The Board of Trustees may from time to time appoint such agents, advisors and employees as it shall deem necessary, each of whom shall hold office during the pleasure of the Board of Trustees, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Trustees may from time to time determine.

 

ARTICLE V

Board of
Trustees

 

Section 5.01        Duties.

 

The Board of Trustees shall have general power to control and manage the affairs and property of the Association in accordance with the purposes and limitations set forth in the Certificate of Incorporation and as set forth in these By-laws.  The Board of Trustees delegates the power for the day-to-day management of the Association to the President of the Association. They shall (i) employ and remove all such persons as they deem necessary or proper for conducting the affairs of the Association, (ii) determine the compensation and duties of all officers, agents, clerks, and servants of the Association, and (iii) generally do all such lawful acts and adopt such lawful measures consistent with the By-laws of the Association, as they shall deem best calculated to promote to promote to the fullest extent the interest of the Association.

 

Section 5.02        Board Members.

 

(a)  The initial Board of Trustees shall consist of the persons named in the Certificate of Incorporation who shall serve as Trustees until the first meeting of the Full Members. Thereafter, the Board of Trustees shall consist of such number of persons as determined from time to time by the Full Members, but in no event shall there be fewer than eleven (11) Trustees or more than fifteen (15) Trustees.  The number may be increased or decreased by amendment of the By-laws, but no decrease shall shorten the term of any incumbent Trustee or decrease the number of Trustees to fewer than eleven (11).  The Board of Trustees shall include the following persons: 

(a)                  the five members of the Executive Board; 

(b)                  up to four of the most recent, living past presidents, who express the willingness to serve and fulfill the eligibility requirements of the Board;

(c)                  four at-large Full Members elected by the Full Members pursuant to Section 5.04 of these By-laws (each, a “Member-At-Large Trustee”);

(d)                  the Chancellor of SGUSOM (or a representative appointed by him or her); and

(e)                  a representative of the nation of Grenada, to be appointed by the Prime Minister of Grenada.

 

Section 5.03        Eligibility.

 

All members of the Board of Trustees (other than the Chancellor of SGUSOM (or his or her representative) and the representative of Grenada) must be Full Members of the Association. 

 

Section 5.04        At-Large Board Trustees.

A. 

(a)               Elections; Generally.  Beginning in 2019, prior to the annual meeting of the Full Members of the Association, the Board of Trustees shall solicit nominations from among the Full Members to elect two (2) Full Members from among their number to serve as Member-At-Large Trustees of the Association.  The Board of Trustees shall determine the timeline and procedures for elections in its sole discretion, conduct elections of the Member-At-Large Trustees prior to the annual meeting of the Full Members of the Association in accordance with those timelines and procedures, and shall announce the names of the elected Member-At-Large Trustees at such meeting.  Member-At-Large Trustees shall be elected for terms of two years and may be elected for up to three consecutive terms.  There shall be no limit to the total number of terms that a Member-At-Large Trustee may serve as a Member-At-Large Trustee.  Each two-year term shall start on July 1 after such annual meeting. 

 

(b)               Initial Election of Member-At-Large Trustees.  The initial election of the Member-At-Large Trustees shall coincide with the annual meeting of the Full Members of the Association in 2018.  Prior to the annual meeting of the Full Members of the Association, the Board of Trustees shall solicit nominations from among the Full Members to elect four (4) Full Members from among their number to serve as Member-At-Large Trustees of the Association.  Two (2) of the initial Member-At-Large Trustees shall be elected for terms of two (2) years, two (2) of the initial Member-At-Large Trustees shall be elected for terms of one (1) years, and, in either case, such initial Member-At-Large Trustees may be elected for up to three (3) consecutive terms.  There shall be no limit to the total number of terms that an initial Member-At-Large Trustee may serve as a Member-At-Large Trustee.  The Board of Trustees shall determine the timeline and procedures for the initial election in its sole discretion, conduct elections of the intial Member-At-Large Trustees prior to the annual meeting of the Full Members of the Association in accordance with those timelines and procedures, and shall announce the names of the elected Member-At-Large Trustees at such meeting.  Each term shall start on July 1 after such annual meeting. 

 

Section 5.05        Meetings.

B. 

 

(a)               Quarterly Meetings.  Quarterly meetings of the Board of Trustees shall be held on any day and at such time and place as shall be determined by the President of the Association and transmitted to the Board of Trustees by July 1 each year.  There will be four mandatory meetings a year of the Board of Trustees.

 

(b)               Special Meetings.  Special Meetings of the Board of Trustees shall be called at any time by the Secretary upon the request of the President, or of any Trustee.  Each special meeting of the Board of Trustees shall be held at such place as shall be specified in the notice of such meeting or waiver thereof.

 

(c)               Notice.  Notice of quarterly meetings shall be given personally or sent by mail, e-mail or other electronic means, or facsimile transmission to each Trustee, addressed to him or her at his or her address as it appears on the books and records of the Corporation, at least three (3) days before the day on which the meeting is to be held.  Such notice shall state the time when and place where the meeting is to be held, and to the extent possible, the purpose or purposes for which the meeting is called.  Notice of special meetings shall be given personally or sent by mail, e-mail or other electronic means, or facsimile transmission to each Trustee, addressed to him or her at his or her address as it appears on the books and records of the Corporation, at least seven (7) days before the day on which the meeting is to be held.  Such notice shall state the time when and place where the meeting is to be held, and to the extent possible, the purpose or purposes for which the meeting is called.  Notice of any adjournment of a meeting of the Board of Trustees to another time or place shall be given to any Trustees who were not present at the time of the adjournment.  No notice of any meeting of the Board of Trustees need be given to any Trustee who attends such meeting without protesting prior to or at the commencement of the meeting the lack of notice of such meeting, or to any Trustee who submits a signed waiver of notice whether before or after the meeting.

 

(d)               Quorum; Voting.   At all meetings of the Board of Trustees the presence in person of one-third (1/3) of the Trustees shall be necessary and sufficient to constitute a quorum.  Except as otherwise provided by law or by these By-laws, the act of a majority of the Trustees present at a meeting of the Board of Trustees at which a quorum is present shall be the act of the Board of Trustees.  In the absence of a quorum, a majority of the Trustees present, or if no Trustee is present, any officer entitled to preside at, or act as Secretary of, such meeting, without notice other than by announcement at the meeting, may adjourn the meeting from time to time, for a period of not more than thirty (30) days at any one time, until a quorum shall attend.  

 

(e)               Actions in Writing.  Any action required or permitted under these By-laws to be taken by the Board of Trustees or by any committee thereof may be taken without a meeting if all members of the Board of Trustees or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board of Trustees or committee shall be filed with the minutes of the proceedings of the Board of Trustees or the committee. 

 

(f)                Participation by Telephone.  Any one or more members of the Board of Trustees or any committee thereof may participate in a meeting of the Board of Trustees or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.   

Section 5.06        Attendance.

 

C.  All members of the Board of Trustees must attend at least one-half of the Board meetings held each year.  Failure to do so without being excused by the President of the Association will be considered grounds for removal from the Board of Trustees. 

Section 5.07        Resignation.

 

D.  A Trustee may resign at any time by giving written notice to the Board of Trustees or the President of the Association.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective. 

Section 5.08        Removal for Cause.

 

E.  The Board of Trustees may remove from office any Trustee for action(s) or omission(s) considered detrimental to the interests of the Association or SGUSOM, or for a failure to attend at least one-half of the meetings of the Board of Trustees each year.

 

Section 5.09        Vacancies.

 

A.  If any vacancy shall occur in the Board of Trustees for any cause, including an increase in the number of Trustees, the President of the Association may recommend candidates to fill the vacant position(s).  Any such candidate must be accepted by a majority vote of the Board of Trustees (other than the President), and any person so elected shall serve out the remainder of the term relating to the vacancy.    

 

ARTICLE VI

OTHER COMMITTEEs

 

Section 6.01        Appointment, Powers.

 

The Board of Trustees may, by resolution duly adopted, appoint any standing committees consisting of three (3) or more Trustees.  Each standing committee shall have and may exercise during the intervals between meetings of the Board of Trustees, to the extent provided by the resolution establishing it, all of the powers of the Board of Trustees in the management and control of the charitable activities, property, business and affairs of the Association which are not specifically required by law or by these By-laws to be exercised by the full Board, except that it shall have no power as to the following matters:

 

(a)               the filling of vacancies in the Board of Trustees or in any committee;

(b)               the fixing of compensation of the Trustees for serving on the Board of Trustees or on any committee;

(c)               the amendment or repeal of the By-laws or the adoption of new By-laws; and

(d)               the amendment or repeal of any resolution of the Board of Trustees that by its terms shall not be so amendable or repealable.

 

Section 6.02        Other Committees.

 

 Special Committees may be appointed by the President with the consent of the Board of Trustees and shall have only the powers specifically delegated to them by the Board of Trustees and in no case shall have powers which are not authorized for standing committees under this Article VI.  At least one member of such a committee shall be a member of the Board of Trustees, but otherwise the members of such committees need not be Trustees of the Association.

 

Section 6.03        Term.

 

 Each member of a committee shall be and remain a member thereof and shall hold office until his or her successor shall have been appointed, or until his or her death or resignation, or until he or she shall have been removed in the manner hereinafter provided.

 

Section 6.04        Removal.

 

 Any member of any committee may be removed at any time, with or without cause and with or without notice, by a majority of all of the Trustees at any meeting of the Board of Trustees or by action in writing signed by all of the Trustees.  The Board of Trustees may, by a resolution duly adopted at any meeting, dissolve any committee.

 

Section 6.05        Vacancies.

 

 If any vacancy shall occur in any committee for any reason, including an increase in the number of members of such committee, the vacancy may be filled at any meeting of the Board of Trustees.

 

Section 6.06        Meetings, Notice.

 

 Any committee may hold meetings at such time or times and at such place or places as it shall determine from time to time.  Notice of every meeting shall be given personally or sent by mail, e-mail or other electronic means, or facsimile to each member of such committee, addressed to him or her at his or her address as it appears on the books or records of the Association, at least three (3) days before the day on which the meeting is to be held.  Such notice shall state the time when and place where the meeting is to be held, and to the extent possible, the purpose or purposes for which the meeting is called.  No notice of any meeting of any committee need be given to any member who attends such meeting without protesting prior to or at the commencement of the meeting the lack of notice of such meeting, or to any member who submits a signed waiver of notice whether before or after the meeting.  Each committee shall keep a record of its proceedings.

 

Section 6.07        Quorum, Vote.

 

 At all meetings of any committee, the presence in person of members constituting a majority of the membership of the entire committee, but in no event less than two (2) members, shall be necessary and sufficient to constitute a quorum, and except as otherwise provided by law or by these By-laws, the act of a majority of the members present shall be the act of such committee.

ARTICLE VII

Indemnification

 

Section 7.01        Limitation on Liability.

 

No Trustee, officer, or member of any committee, shall be personally liable to the Association for breach of any duty owed to the Association, except for an act or omission that is (a) in breach of such person’s duty of loyalty to the Association, (b) not in good faith or involving a knowing violation of law, or (c) resulting in receipt by such person of an improper personal benefit. 

 

Section 7.02        Indemnification.

 

 The Association may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by Sections 721 through 726 of the Not-for-Profit Corporation Law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, or his or her testator or intestate, is or was a member, Trustee, officer, employee or agent of the Association, or of any other organization served by him or her in any capacity at the request of the Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him or her in connection with such action or proceeding. 

 

ARTICLE VIII

Compensation of TRUSTEEs and Officers

 

Section 8.01        Authorization.

 

 No member, Trustee or officer of the Corporation shall receive directly or indirectly any salary, compensation or emolument from the Corporation, either as such Member, Trustee or officer, or in any other capacity, unless authorized at a meeting of the Board of Trustees at which a quorum is present, by the concurring vote of a majority of the disinterested Trustees present at such meeting.

 

Section 8.02        Interested Parties.

 

 No contract, agreement or transaction to which the Association is or may be a party shall be invalidated or in any way impaired by reason of the fact that any Trustee or officer is directly or indirectly interested therein.

 

Section 8.03                    Loans.

 

 No loans shall be made by the Association to any of its members, Trustees, officers or their respective family members or to any entity in which one or more of its members, Trustees, officers or their respective family members holds a financial interest.

 

ARTICLE IX

Financial Authority

 

Section 9.01        Books and Records.

 

 There shall be kept at the office of the Association correct books of account of the activities and transactions of the Association, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws, and all minutes of meetings and unanimous written consents of the Board of Trustees.

 

Section 9.02        Execution of Instruments.

 

 The Board of Trustees is authorized to select the banks or depositories it deems proper for the funds of the Association.  The Board of Trustees shall determine who shall be authorized from time to time and in what manner on the Association’s behalf to sign checks, drafts or other orders for the payment of money, acceptance, notes or other evidences or indebtedness, to enter into contracts or to execute and deliver other documents and instruments.

 

Section 9.03        Investments.

 

 The funds of the Association may be retained in whole or in part in cash or invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Trustees may deem desirable.  

 

ARTICLE X

Execution of Instruments

Section 10.01    Execution of Instruments.

 

 All documents, instruments or writings of any nature shall be signed, executed, and delivered by such officers, agents or employees of the Association, and in such manner, as from time to time may be determined by the Board of Trustees.

 

ARTICLE XI

Amendments

Section 11.01    Amendments.

 

 The By-laws of the Corporation and the Certificate of Incorporation shall be subject to alteration or repeal, and new By-laws may be made and a revised Certificate of Incorporation adopted, at a meeting by a majority of the Board of Trustees or by action in writing signed by all of the Board of Trustees, subject to approval at a meeting by a vote of the majority of the Trustees, or by action in writing signed by all of the Trustees and subject to approval at a meeting by a vote of a majority of the Full Members or by action in writing signed by all of the Full Members.  If approved, these changes will become effective on the July 1 following the vote.

 



[1]     NTD:  To be updated when finalized. 

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