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AMENDED AND RESTATED BYLAWS
of
SNUG,
Incorporated
A NON-STOCK, FOR-PROFIT CORPORATION
ARTICLE I. NAME AND DEFINITIONS
1.01
Name: The
name of the corporation is SNUG, Incorporated, hereafter referred
to as ?SNUG? or ?Association?.
1.02
Principal Office:
The Principal office of the Association in the State of
Minnesota shall be located in the County of Hennepin.
The Association may have such other offices, either in
Minnesota or elsewhere, as the Board of Directors may determine.
The Board of Directors may change the location of any
office of the Association.
1.03
Definitions:
The definitions used herein mean the following:
(a)
Qualified StarTel System User (hereafter "QSSU")
means an entity or organization whose principal business or a
substantial portion thereof is the furnishing of telephone
answering and customer services (hereafter "TAS") and/or
related messaging and communications support services which
utilizes, or has executed contracts with the intent to phase in, a
StarTel System(s) (hereafter "System(s)") for use
by the company.
(b)
Vendor is the StarTel Corporation, Inc., its subsidiaries,
and successors and assigns (hereafter "SCI" or
"Vendor").
ARTICLE II.
LEGAL AUTHORITY
2.01
State of Incorporation:
This Bylaws (hereinafter the "Bylaws") govern the
business and affairs of this Nevada Corporation which is a
non-stock, for-profit corporation existing under the Business
Corporation Law. In
these Bylaws, this Code, and this law or laws are called the
"Code".
2.02
Registered office and Registered Agent:
The Association shall comply with the requirements of the
Code and maintain a registered office and registered agent as
required by the Code. The registered office may, but need not, be
identical with the Association's principle office location.
The Board of Directors may change the registered office and
the registered agent as provided in the Code.
2.03
Non-Stock, For-Profit:
Although this Corporation is considered a ?For ?
Profit? entity, this Corporation is not organized for the
financial profit of its directors, officers, or members.
It may not issue stock nor give dividends.
None of the income shall be used to benefit any director,
officer, or member. Any
money left over after paying corporate obligations shall be used
solely for the purposes of the corporation or may be used for
charitable, educational and benevolent purposes of the
corporation.
ARTICLE III. PURPOSES
3.01
The purposes of the association shall be:
(a)
To articulate and advocate the needs and interests of SNUG
and its Members with their Vendor;
(b)
To cooperate on behalf of QSSU with suppliers,
distributors, dealers, insurers and others in the development of
their collective buying power;
(c)
To provide Members with opportunities for dialogue,
education, advancement, and improvement of all aspects of the
Systems through meetings, seminars, communications, publications,
and other programs and activities;
(d)
To promote the welfare of the SNUG's Members services
inter-nationally and within the industry;
(e)
To develop and maintain high ethical standards of service
and conduct among its Members;
(f)
INTENTIONALLY LEFT BLANK
(g)
To develop and present educational programs as may be
needed to further enhance the knowledge and competency of its
Members;
(h)
To acquire, preserve and disseminate data and valuable
information relative to the telemessaging industry and
Vendor's Systems;
(i)
To identify and provide those services that its Members may
request, need and desire;
(j)
To have and to exercise to the extent necessary and
desirable for the accomplishment of any of the aforesaid purposes
any and all powers conferred upon corporations by the State of
Nevada as from time to time amended; provided, however,
that all policies and activities of the Association be consistent
with applicable federal, state, and local antitrust, trade
regulation, or other legal requirements and with the requirements
of tax exemption that the Association not be organized for profit.
ARTICLE IV. MEMBERSHIP
4.01
Eligibility for Membership:
Membership in the Association shall be those entities,
organizations, companies, corporations or persons engaged in or
serving the telemessaging industry who are committed to
accomplishing the objectives and purposes of the Association as
set forth in Article III of these Bylaws and duly admitted to one
or more classes of membership pursuant to and in accordance with
these Bylaws. Members
shall enroll each of their Systems by location, whether ownership
is by Joint Venture, Partnership, or Common Ownership.
4.02
Rights and Privileges:
Each Member is entitled to the following as well as any
other services offered by Association:
(a)
Each Member shall have rights and obligations equal to
those granted to or imposed upon all members of each class in
which membership is held;
(b)
Representatives or employees of Members may serve on
standing or special committees appointed by the Board of Directors
of SNUG.
(c)
Only those representatives or employees of Regular Members
having voting rights pursuant to subsection 4.04 (a) shall be
eligible to hold elective office in this Association.
4.03
Membership Application:
All applications for membership shall be submitted to the
Association on standard forms supplied by SNUG.
Each application shall contain a statement of commitment to
conform to these Bylaws, as from time to time amended, and to
industry standards of good business practices, and shall be duly
executed by or on behalf of the entity or person applying for
membership; and shall be accompanied by payment of such enrollment
fee(s) and/or dues as from time to time may be established by the
Board of Directors.
4.04
Membership Classes:
This Association shall have three classes of Membership as
hereafter defined:
(a)
Regular Members:
those QSSUs which conduct business as defined in Article I,
1.03 (a), shall be Regular Members of the Association.
(b)
Associate Members:
Associate membership status without voting rights shall be
available to any person company, corporation, or firm engaged in
selling products, services, or facilities to the Regular
membership of the Association.
Additionally, Associate membership status may be awarded by
the SNUG Board of Directors subject to ratification by a majority
vote of the Regular Membership to any other entity or person the
Board of Directors believes is in the best interest of the Members
of the Association. The
determination of an entity or person's eligibility to become or to
continue membership as an Associate Member shall be determined
from time to time by the Association's Board of Directors.
(c)
Life and Honorary Membership:
Life and Honorary Membership status without voting rights
may be conferred upon Members of the Association at such time and
under such term as the Board of Directors shall determine to be in
the best interest of the Association, subject to approval by the
Members of the Association.
4.05
Termination of Membership:
(a)
Any member may end its membership at the end of any fiscal
year by giving at least a Thirty (30) day written notice to the
Board of Directors through SNUG's Secretary or its Executive
Director but such resignation of membership shall not relieve the
member so resigning of the obligation to pay any fees, dues or
other charges theretofore accrued and unpaid.
(b)
Whenever a Member stops meeting minimum requirements for
membership, the Board may revoke Life and Honorary Membership
status
(c)
. Any Member whose membership has ended may submit a new
application for SNUG membership.
Such applications will be considered according to the same
standards as any new application for membership.
(d)
Membership privileges in the Association may be suspended
immediately upon failure of the Member to pay any applicable fees,
dues or assessments of the Association within a period of thirty
(30) days following the date on which such fees, dues or
assessments become payable. Upon
such suspension, the Association shall promptly notify the Member
of the suspension and the amount of the delinquency.
If, within thirty (30) days from the date of such notice,
all delinquencies in the account of the suspended member are not
cured, membership in the Association is automatically forfeited
(e)
Membership in the Association or access to the E-mail
Listserve shall be subject to immediate revocation for conduct
determined to be inconsistent with the purposes of the Association
as stated above of these Bylaws or in violation of industry
standards of good business practices.
(f)
Members may be removed for cause by a two-thirds (2/3)
affirmative vote of the Board of Directors.
For any cause other than non-payment of dues, a vote for
removal of a Member shall occur after the Member has been advised
of the reason(s) for removal and has been given reasonable
opportunity to answer and be heard by the Board of Directors.
Any such member, if removed, may appeal from the decision
of the Board to the membership at the Annual Meeting of the
membership, provided that notice of intent to appeal is provided
to the Secretary or Executive Director at least (30) days in
advance of the annual membership meeting.
The Association and the accused Member may be represented
by legal counsel in any proceedings pertaining to a removal of
membership.
4.06
Non-Transferable:
Membership in the Association shall not be transferable
unless specifically approved in writing by the Board of Directors.
4.07
Voting at Meetings:
(a)
At all membership meetings of the Association each Regular
Member shall have one (1) vote, and shall vote in person only.
The vote of a majority of voting Members present are
entitled to vote at a meeting shall constitute the act of the
membership unless the vote of a greater number is required by law
or these Bylaws. Votes
may be cast either orally or in writing or by proxy vote by a
designated representative of the entity or person who holds a
Regular Membership.
(b)
A Regular Member may authorize another Regular Member or
designated representative of such Regular Member to cast a vote by
proxy. Such proxy
shall be in writing, dated and signed by the Regular Member for
the date and time of the specific meeting and delivered to the
Secretary of the Board of Directors before any vote is taken on an
issue before the Board of Directors where the Regular Member is
not present. A proxy
may be revoked at anytime at the pleasure of the Regular Member on
whose behalf it has been executed.
4.08
Voting by Mail: Resolutions
can be offered to the Members for a mail vote, following approval
of the Board of Directors. The
vote of a majority of voting Members entitled to vote by mail
shall constitute the act of the membership unless the vote of a
greater number is required by law or these Bylaws.
All information and material concerning the issue being
voted upon shall be included in the material sent to each Member
for a mail vote. A
mail vote shall be conducted over a reasonable time period in
order to allow the Member an opportunity to review the proposed
resolution.
4.09
Meetings of Members:
(a)
There shall be an annual meeting of the members of the
association which shall be held at the time, place and hour to be
determined by the Board of Directors.
(b)
Special meetings of the Association may be called by the
President, the Board of Directors or shall be called by the
Secretary or Executive Director upon receipt of a written request
from not less than one-tenth of the voting members, within 30 days
after the receipt of such request by the Association.
The business to be transacted at any special meeting shall
be stated in the notice thereof and no other business may be
considered at that time. A
special meeting may not be called to overturn a vote from a
previous meeting for a period of 6 months
4.10
Notice of Meetings:
Written or printed notice of any meeting of the membership
shall be delivered to each member entitled to vote at the meeting
not less that fifteen (15) nor more than sixty (60) days before
the date of the meeting. The
notice shall state the place, day, and time of the meeting, who
called to meeting, and the purpose or purposes for which the
meeting is called. Notice
shall be given by or at the direction of the President, Secretary
or Executive Director of the Association.
All such notices may be given by mail or electronic mail to
all Members entitled to vote at the meeting no less than ten (10)
nor more than fifty (50) days in advance thereof.
4.11
Quorum:
(a)
At meetings of the Membership, Members holding twenty
percent (20%) of the vote entitled to be cast represented in
person or by proxy shall constitute a quorum. The members present
at a duly called or held meeting at which a quorum is present may
continue to transact business even if enough members leave the
meeting so that less than a quorum remains.
However, no action may be approved without the vote of a
least a majority of the number of members required to constitute a
quorum.
(b)
At meetings of the Board of Directors: See paragraph 6.09.
(c)
At meetings for all other standing committees or special
committees, a simple majority of the total number of Committee
members constitutes a quorum.
4.12
Vote Reconsideration:
When the Membership takes action by a duly cast vote either
at an annual meeting or at a special meeting, such action shall
remain, unable to be brought up for reconsideration for a period
of 6 months.
4.13
Limitation of Liability:
No action of the Association may infringe upon the autonomy
of Members or limit the authority of the governing authorities of
the individual Member's corporation or company or business.
No representative of a Member shall be held liable for any
debts or actions incurred by the Association or the Board of
Directors.
ARTICLE V. FEES AND DUES
5.01
Establishment of Fees and Dues:
Membership fees and dues, due dates, delinquency policies,
and methods of payment shall be determined by the Board of
Directors.
5.02
Dues Refunds: No
dues shall be refunded to any member without prior approval of the
Board of Directors and in accordance with these Bylaws.
ARTICLE VI. BOARD OF DIRECTORS
6.01
Authority and Responsibility:
The governing body of the Association shall be the Board of
Directors. The Board
of Directors shall supervise, control and direct the affairs of
the Association, its officers, committees and management; shall
determine its policies or changes therein; shall actively
prosecute the objectives and purposes of the Association; shall
supervise the disbursement of its funds; and shall be responsible
for the interpretation of these Bylaws.
The Board may adopt such rules and regulations for the
conduct of its business as it shall be deemed advisable, and may
delegate certain of its authority to officers of the Association
or to committees of the Board or to the Executive Committee such
powers and duties as it may see fit.
6.02
Composition:
The Board of Directors shall be elected by the Regular
Members and will consist of no more than 14 (fourteen) but not
less than nine (9) elected Directors. Within the limits stated
above, the number of directors shall be determined by resolution
of the Board of Directors or by the Regular Members of the
Association at the annual meeting.
Additionally, the Immediate Past President shall also serve
as a voting member of the Board of Directors and the
Executive Director of the Association shall serve as
an ex-officio member of the Board.
6.03
Term of Office:
(a)
The first Board of Directors shall serve for one (1) year
after their appointment or the first annual meeting, whichever
occurs first.
(b)
Except in the filling of vacancy or as otherwise provided
in these Bylaws, at the first annual meeting, a simple majority of
the number of directors shall be elected for terms of office of
two (2) years; and
(c)
The remaining director positions shall be for terms of one
(1) year.
(d)
At each annual meeting after the first annual meeting,
nominations and election of directors shall be conducted in
accordance with the expiration of the staggered terms of office as
herein provided.
(e)
No director may be elected to serve more than two (2)
consecutive two-year terms.
(f)
The period of time during which any Regular Member served
on the Association's organizational committee, i.e., prior
to its incorporation, or as an officer of the association shall
not be counted in determining the applicability of the
restrictions on directors' terms as provided herein.
(g)
A Member who has served consecutive terms as stated in this
subsection, paragraph (e) may be reelected after two or more years
between terms.
6.04
Nominations:
(a)
The President shall appoint a nomination committee of at
least two (2) Members at least one hundred twenty (120) days prior
to the annual meeting.
(b)
The nominating committee shall nominate at least one more
candidate than there are vacancies to be filled and shall forward
its slate of nominees to the Secretary at least sixty (60) days in
advance of the annual meeting, having obtained written consent
from the proposed nominees to have their names placed in
nomination and a written agreement to serve if elected.
(c)
Additional nominations may be made from the floor at the
annual meeting prior to the election.
6.05
Elections:
(a)
Directors shall be elected at the annual meetings by a
secret ballot of the Regular Members in good standing, present and
voting at the annual meeting of the Association;
(b)
No proxy votes may be cast for election of directors;
(c)
After nominations are closed, the Chairperson shall conduct
the election in accordance with good parliamentary procedures on
official ballots issued by the Association;
(d)
The official ballots shall be counted and the tally posted
immediately. The
candidates receiving the highest number of votes shall be declared
elected;
(e)
In the event of tie vote between candidates, the result
shall be determined by the toss of a coin by the candidates or
their appointed representatives;
(f)
Only votes cast on official ballots will be counted.
(g)
Directors shall take office immediately upon conclusion of
the Annual Membership Meeting and shall serve their elected term
or until a successor is duly elected.
6.06
Removal:
(a)
A Director may be removed at any time, with or without
cause, by a majority vote of the Regular Members in good standing,
or
(b)
Any Director who, without being excused by the Board of
Directors, shall be absent from two (2) consecutive meetings of
the Board, shall be automatically removed from office and a
successor appointed by the Board to fulfill the Directors
unexpired term of office pursuant to the vacancy provisions of
these Bylaws.
6.07
Resignation:
Any Director may resign at any time by giving written
notice to the Board of Directors or the President of the
Association. Any such
resignation shall take effect upon receipt of such notice or at
any later time specified therein and unless otherwise specified
therein, the acceptance of such resignation by the Board of
Directors shall not be necessary to make it effective.
6.08
Vacancies:
(a)
Vacancies may occur as a result of a Directors death,
resignation or otherwise;
(b)
Vacancies in any Directorship will be filled for the
balance of the term thereof by vote of the Board of Directors;
(c)
A vacancy is filled from among the Regular Members by the
affirmative vote of a majority of the remaining Directors;
(d)
The person so chosen shall hold office for the remainder of
the term of the Director whose office became vacant.
Such term shall not count toward the maximum of only two
(2) consecutive terms on the Board of Directors or the four (4)
consecutive years.
6.08
Compensation: Directors
shall not receive any compensation, fee or salary for their
services as officers, but by resolution of the Board of Directors,
reimbursement and/or expense allowances may be allowed to any
Directors for any expenses incurred or paid by the Director for
the benefit of the Association.
6.09
Quorum of the Board:
At any meeting of the Board of Directors, a majority of the
voting members of the Board, shall constitute a quorum for the
transaction of the business and any such business thus transacted
shall be valid provided it is approved by a majority of those
present and voting. The
Directors present at a duly called or held meeting at which a
quorum is present may continue to transact business even if
Directors leave the meeting so that less than a quorum remains.
However, no action may be approved without the vote of at
least a majority of the number of Directors required to constitute
a quorum.
6.10
Powers and Duties:
The Board of Directors shall have all the powers necessary
to operate the Association, including but not limited to the
power:
(a)
To sue and be sued in its own name;
(b)
To contract;
(c)
To employ an Association Executive Director to serve at the
Board's pleasure, who shall appoint all other employees;
(d)
To establish a compensation plan for employees;
(e)
To receive money, property, and serves from Members,
Vendors, private individuals, foundations, and other sources of
funds. To expend the
money and use the property and services to carry out the purposes
of the Association;
(f)
To rent, lease, lease with option to purchase, or purchase
personal property;
(g)
To rent, lease or purchase real property for the use of the
Association;
(h)
To adopt and amend policies for the administration of the
Association and to authorize expenditures;
(i)
To approve the Annual Plan for services of the Association;
(j)
To appoint standing and special committees;
(k)
To hold special Association meetings as the need arises,
notice having been given in accordance with these Bylaws;
(l)
To employ an accountant or a certified public account and a
general counsel to serve at the Board's pleasure;
(m)
To approve all Membership applications; and
(n)
To hold such other duties and powers as are usually vested
in the Board of Directors of similar organizations.
6.11
Meetings:
(a)
Regular Meetings. The
annual meeting of the Board of Directors shall be held immediately
following the election of Directors by the Associations Regular
Members. Other regular meetings may be held on such dates, at such
times, and at such places as may be designated from time to time
by the Board of Directors, the President and the Executive
Director.
(b)
Special meetings. Special
meetings of the Board shall be called by the President upon the
written request of one third (1/3) of the members of the Board of
Directors.
6.12
Notice of Meetings:
Written notice of the time and place of the Board of
Directors shall be delivered personally or by mail or other form
of written communication at least ten (10) days before any
meeting. The
transaction of any meeting of the Board of Directors however
called or noticed, or wherever held, shall be as valid as though
at a meeting duly held after regular call and notice, if either
before or after the meeting two-thirds (2/3) of the total members
of the board of Directors, including the President of the
Association, consents or approvals shall be made a part of the
minutes of the meeting. Board
members not attending the meeting shall be notified of any action
taken by the Board within twenty-four (24) hours of the conclusion
of the meeting.
6.13
Consent Action:
Action required or permitted to be taken pursuant to
authorization voted at a meeting of the Board of Directors or a
Committee thereof may be taken without a meeting if, before or
after the action, all members of the Board or of the Committee
consent thereto in writing. Such
consent has the same effect as a vote of the Board or Committee
for all purposes and shall be filed with the minutes of the
proceedings of the Board or filed with the minutes of the
Committee.
6.14
Telephone Conference Meetings:
The Board of Directors, and its Committees, may hold a
meeting by telephone conference call.
Notice of such meeting, unless waived, shall state the fact
that the meeting will be held by telephone as well as other
matters required to be included.
Participation in a telephone conference call meeting
constitutes waiver of notice and presence of that person at the
meeting.
6.15
Voting: Voting
rights of a director shall not be delegated to any other person.
6.16
Voting by Mail: The
Board of Directors may conduct its business by mail ballot or
electronic telecommunication.
Action taken by ballot of the members of the Board of
Directors shall be a valid action of the Board and shall be
reported at the next regular meeting of the Board.
ARTICLE VII. EXECUTIVE
COMMITTEE
7.01
Composition:
The Executive Committee shall consist of the President, the
Vice President/President Elect, the Secretary, the Treasurer, and
the Immediate Past President.
The Executive Director shall also be a member of the
Executive Committee, but shall serve without vote
7.02
Authority and Responsibility:
Upon approval of the Board of Directors, the Executive
Committee may act on matters designated by the Board of Directors
between Board meetings. Actions
of the Executive Committee shall be reported to the Board by mail
or electronic telecommunication, or at the next Board meeting.
7.03
Call of Meetings:
The President shall call meetings of the Executive
Committee as necessary to act on matters designated by the Board
of Directors.
7.04
Notice of Meetings:
Written or verbal notice of the time and place of meetings
of the Executive Committee shall be given to each member at least
forty-eight (48) hours prior to any meeting.
7.05
Quorum:
A majority of three (3) members of the Executive Committee,
not including the Executive Director, shall constitute a quorum at
any duly called meeting of the Executive Committee.
ARTICLE VIII. OFFICERS
8.01
Elected Officers:
The elected officers of the Association shall be the
President, Vice President/President Elect, and Treasurer.
8.02
Qualifications: Any
Member of the Board of Directors shall be eligible for election to
President, Vice President or Treasurer of the Association,
provided they have served at least one year as a Member of the
Board of Directors at any time prior thereto. The office of
Secretary may be served by a first year member and is appointed by
the President.
8.03
Elections:
(a)
The officers shall be elected annually by the Board of
Directors at the same Annual Members meeting Directors are
elected.
(b)
Each Board Member shall cast one vote for each office.
(c)
In the event of tie vote between candidates, the result
shall be determined by the toss of a coin by the candidates or
their appointed representatives;
8.04
Terms of Office:
(a)
Each elected officer shall take office immediately upon
conclusion of the Board of Directors meeting held at the Annual
Membership Meeting. The Treasurer and Secretary shall serve for a
term of one year or until a successor is duly elected. The Vice
President/President Elect shall serve for a term of two years or
until a successor is duly elected. The Vice President/President
Elect will serve as Vice President for the first year of the term
and as President during the second year.
(b)
Each elected officer shall serve concurrently as a member
of the Board of Directors and as a member of the Executive
Committee.
(c)
Board Members elected to the office of Treasurer and
Secretary who have served two full consecutive terms in one office
shall not be eligible for reelection to the same office for at
least one full term.
(d)
Board Members elected to the office of Vice
President/President Elect shall not be eligible for reelection to
that same office for at least one full two-year term.
8.05
Removal:
(a)
An Officer may be removed at any time, with or without
cause, by a two-thirds vote of the Board of Directors, or
(b)
Any Officer who is absent from two (2) consecutive meetings
of the Board, and such absences have not been excused by the
Board, shall be automatically removed from office and a successor
appointed to fulfill that Officers unexpired term of office
pursuant to the vacancy provisions of these Bylaws.
(c)
A majority vote of the Board of Directors shall be required
to remove an Officer for cause.
8.06
Resignation:
Any Officer may resign at any time by giving written notice
to the Board of Directors of the Association.
Any such resignation shall take effect upon receipt of such
notice or at any later time specified therein and unless otherwise
specified therein, the acceptance of such resignation by the Board
of Directors shall not be necessary to make it effective.
8.07
Vacancies:
(a)
Vacancies in office may occur as a result of an Officers
death, resignation or otherwise;
(b)
Vacancies in any office will be filled for the balance of
the term thereof by vote of the Board of Directors;
(c)
A vacancy is filled from among the Members of the Board of
Directors by the affirmative vote of a majority of the Board of
Directors;
(d)
The person so chosen shall hold office for the remainder of
the term of the Officer whose office became vacant.
Such term shall not count toward the maximum terms as
stated herein for officers.
8.08
Compensation: Officers
shall not receive any compensation, fee, or salary for their
services as Officers, but by resolution of the Board of Directors,
reimbursement and/or expense allowances may be allowed to any
Officer for any expenses incurred or paid by the Officer for the
benefit of the Association.
8.09
Powers and Duties:
The Officers of the Association shall have the following
powers and duties:
(a)
The President shall be the chief elected officer of the
Association and serve as Chairperson of both the Board of
Directors and the Executive Committee.
The President shall serve as an ex-officio member of all
committees and shall make all required appointments of standing
and special committees, provide leadership and general supervision
over the Association and all activities, preside at all meetings
of the membership, Board of Directors, and Executive Committee,
represent and speak for the Association to the public and to other
organizations, have the general powers and duties of management
usually vested in said office and have other duties and powers as
may be prescribed by the Board of Directors and these bylaws.
The President may delegate certain of his or her duties to
the Vice-President/President Elect or to the Executive Director at
the President's pleasure.
(b)
The Vice President/President Elect shall perform such
duties as are delegated or assigned by the President or the Board
of Directors, and shall perform the duties of the President in the
event the President is unavailable or otherwise unable to serve.
(c)
The Treasurer shall oversee the collection of all
membership dues, establish proper accounting procedures for the
handling of Association funds, and shall report on the financial
conditions of the Association at all meetings of the Board.
The Treasurer may delegate certain of his or her duties to
the Association's accountant or Executive Director.
(d)
The Secretary shall oversee the keeping of the minutes of
all Board, Executive and membership meetings, serving of notice of
all meetings, serving of notice of all meetings of the Board and
the association, and keeping of the membership records, bylaws,
and such other documents as the Board may direct. The Secretary
may delegate certain of his or her duties to the Executive
Director.
ARTICLE IX. COMMITTEES
9.01
Authority to Establish Committees:
The Board of Directors may establish one or more committees
and may delegate such authority to such committees as may be
necessary to carry out authority so delegated and the purpose of
the committee.
9.02
Creation of Committees:
Committees shall be established each year at the Annual
meeting of the Members by the Board of Directors.
Any committee created pursuant to this article, and each
member thereof, shall serve at the pleasure of the Board of
Directors.
9.03
Quorum:
A simple majority of the members of a committee shall
constitute a quorum at any duly called meeting of the committee.
9.04
Compensation: Committee
Chairpersons and members shall not receive compensation, fee, or
salary for their services, but by resolution of the Board of
Directors, reimbursement and/or expenses allowances may be allowed
to any Committee member for any expenses incurred or paid by the
Committee member for the benefit of the Association.
ARTICLE X. EXECUTIVE DIRECTOR
AND STAFF
10.01
Appointment: The Board of directors may appoint or hire an Executive
Director or such other management personnel as the business of the
Association may require.
10.02
Authority and Responsibility:
The Executive Director, or other such management personnel,
shall manage and direct all activities of the Association subject
to the policies of the Board of Directors and through the office
of the President.
(a)
The Executive Director shall supervise, direct, and control
the business affairs of the Association; hire, supervise and
direct all employees of the Association;
(b)
Have the power to delegate responsibilities and
commensurate authority to his or her subordinates;
(c)
Supervise, direct, and control the collection and
disbursement of all funds of the Association in accordance with
the specific or general policies and instructions of the Board of
Directors;
(d)
Attend all meetings of the Board of Directors and all
Committees and, whenever practical, serve as the staff advisor and
recording secretary thereof;
(e)
Have such powers and duties as may be prescribed by the
Board of Directors from time to time.
ARTICLE XI. FINANCE AND
TRANSACTIONS
11.01
Fiscal Year: The fiscal year of
the Association shall be from January 1st to December
31st of each year, or as otherwise determined by the
Board of Directors.
11.02
Books and Records:
(a)
The Association shall maintain correct and complete books
and records of accounts;
(b)
Shall maintain minutes of meetings of its Members and Board
of Directors, and Committees;
(c)
Shall make and maintain at its principal office a record of
the names and addresses of the Regular Members entitled to vote in
accordance with the provisions of the Act;
(d)
Shall make and maintain all other names and addresses of
its other Members, and such other records and documentation
determined by the Board of Directors to be necessary and in the
best interest of the Association.
11.03
Annual Budget:
The Board of Directors shall adopt an annual budget
covering all activities of the Association.
11.04
Audits: The Board
of Directors may from time to time direct the Executive Director
to have the accounts of the Association audited by a Certified
Public Accountant who shall be recommended by the Executive
Director with approval of the Board of Directors.
11.05
Execution of Contracts: The
Board of Directors, except as these Bylaws otherwise provide, may
authorize any officer, agent or employee, to enter into any
contract or execute any instrument in the name of, or on behalf of
the Association, and such authority may be general or special.
Unless so authorized by the Board of Directors, no officer,
agent, or employee shall have the power or authority to bind the
Association by any contract or agreement or to pledge its credit
or to render it liable for any purpose or to any amount.
11.06
Deposits: All
funds of the Association shall be deposited to the credit of the
Association in banks, trust companies, or other depositories that
the Board of Directors may for time to time determine.
ARTICLE XII. DISSOLUTION
12.01
The Association shall use its funds only to accomplish the
objectives and purposes specified herein.
On dissolution of the Association, any funds remaining
shall be distributed to an appropriate non-profit Association
deemed by the Board of Directors that represent similar interests
of the Association and/or an Education Foundation or one or more
regularly organized and qualified charitable, educational,
scientific, and philanthropic organizations, to be selected by the
Board of Directors.
ARTICLE XIII. INDEMNIFICATION
OF OFFICERS AND DIRECTORS
13.01
Officers and Directors shall be indemnified as follows:
(a)
The Association shall have the power, and hereby binds and
obligates itself, to indemnify any officer, or former officer, of
the Association for all expenses (including reasonable attorneys'
fees) and court costs, judgments, liabilities, fines, and amounts
paid in settlement in connection with or resulting from any claim,
action, suit or proceeding asserted or threatened against him/her,
by any civil, criminal, administrative or investigative action,
threatened, pending, or completed, in any court, administrative
agency or otherwise by reason of being or having been, such
Director or Officer, except in relation to matters as to which
he/she shall have been guilty of negligence or misconduct in
respect of the matter in which indemnification is sought.
(b)
If the Association has not fully indemnified any Director
or Officer, or former Director or former Officer, the courts in
the proceeding in which any claim against any Director or Office
has been asserted, or any court having the requisite jurisdiction
of any action instituted by such Director or Officer on his/her
claim for indemnity, may assess indemnity against the Association
for the amount paid by such Director or Officer in satisfaction of
any judgment or in compromise of any such claim (exclusive in
either case of any amount paid to the Association), and any
expenses and costs including attorneys' fees actually and
necessarily incurred by him/her in connection therewith to the
extent that the court shall deem reasonable and equitable,
provided, nevertheless, that indemnity may be assessed under their
Article of the Bylaws only if the court finds that the person
indemnified was not guilty of negligence or misconduct in respect
of the matter in which indemnity is sought.
(c)
Any indemnification in accordance with the foregoing
(unless ordered by a court) shall be made by the Association upon
a determination that indemnification of the Director or Officer is
proper in the circumstances because he/she shall not have been
guilty of negligence or misconduct in respect of the matter in
which indemnity is sought; and such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum
consisting of the Directors who are not parties to such a claim,
action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable and a quorum of disinterested
Directors so directs, by independent legal counsel in a written
opinion.
(d)
The indemnification provided by the Article shall not be
deemed exclusive by any rights to which those seeking
indemnification may be entitled under any Bylaw, agreement, vote
of directors, principle of law or otherwise and shall inure to the
benefit of heirs, executors, administrators and devisees of such
person.
ARTICLE XIV. AMENDMENTS TO
BYLAWS
14.01
These Bylaws may be altered, amended, or repealed, and new
Bylaws may be adopted, by the Board of Directors upon affirmative
vote of no less than two-thirds (2/3) of the members of the Board
of Directors. The
notice of any meeting at which the Bylaws are altered, amended, or
repealed, and at which new Bylaws are adopted, shall include the
text of the proposed Bylaw provisions as well as the text of any
existing provisions proposed to be altered, amended, or repealed,
and must be provided to each member of the Board of Directors no
less than thirty (30) days prior to the meeting at which the
Bylaws provision is to be considered.
14.02
Not less than six months must elapse between a meeting
defeating a proposed amendment to or repeal of a Bylaws provision
and a new presentation of the same or substantially the same
amendment or repeal. No
section of these Bylaws may be amended or repealed in such a
manner as to impair the rights of any third party and under any
existing contract entered into with the Association, which
contract was authorized by any provisions of these or prior Bylaws
in force and effect at the time of execution of such contract.
Revised/approved 2007-12-06
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