Revised April 2005
ARTICLE I
SECTION 1. Name. The name of the Association
shall be the CUSTOM ELECTRONIC DESIGN AND INSTALLATION ASSOCIATION.
SECTION
2. Offices. The Association shall maintain
a registered office in the State of Illinois and a registered
agent at
such office. The Association may have other offices within
or without
the state. ARTICLE II
PURPOSES
Purposes. The purposes of the Association shall be:
(1) to
develop and encourage high standards of service and conduct
of qualified business entities. Qualified business
entities are experienced and educated designers and installers
of electronic equipment who provide aesthetic and functional
solutions to clients’ electronic
environmental needs, either individually or through direct
supervision of personnel;
(2) to acquire, preserve and
distribute data and other valuable business information
relative to the business
and industry
of electronic systems;
(3) to promote high standards
of integrity, business ethics and professionalism by and
among all those engaged
in the
design and installation of electronic systems;
(4)
to promote the activities of the industry to architects,
interior designers, builders and end
users, in order
to strengthen and develop the standing and economic
health of the industry;
(5) to promote and expand
the educational opportunities available to all levels of
the management and employees
in the industry,
in order to further the professional, business,
management, and technical
design and installation skills of all involved
in the industry;
(6) to promote and improve the
communications and exchange of information and assistance
between
and among all
segments of the industry; and
(7) to do all
other things necessary or expedient for the administration
of the affairs and the
attainment of the
purposes of the Association. ARTICLE III
MEMBERS
SECTION 1. Members. Membership
in the Association is open to any qualified business entity
as described
in Article
II and
to businesses involved in manufacturing, selling
and supplying goods and/or services to such qualified
business entities. The Association Board of Directors may determine
qualifications
for membership
from
time-to-time.
SECTION 2. Classes of Members. The
Association shall have 3 classes of members. The designation
of such
classes, the qualifications
of the members of such classes, and the rights
of the members
of such class(es) shall be as follows:
SECTION 2.1. Regular Members.
Any qualified business entity that is engaged substantially
in the design
and/or installation
of electronic systems shall be eligible to apply
for regular membership in the Association.
SECTION
2.2. Associate Members. Any business entity that supplies
equipment, goods, parts or services
to custom
electronic designers
and/or installers, and any business entity that
is engaged in the design and/or installation
of electronic systems as less than a substantial portion of
its
business
shall
be eligible
to
apply for associate
membership in the Association.
SECTION 2.3. Affiliate
Members. Any business entity that is owned, managed or controlled,
in whole
or in part
by substantially the same owner(s) or executive
management as that of another
member and
which otherwise qualifies for membership in
the Association shall be eligible to apply
for membership
as an Affiliate
Member. The term “control” shall be
construed to mean, but not be limited to, when
the
owner(s), member or affiliate regularly and
consistently do any of the following:
(a) when
the owner, member or the affiliate employs or furnishes
executive supervisory
personnel
to the other;
(b) when the owner, member or affiliate owns,
directly or indirectly, more than 5% of
the assets, stock
or beneficial interest in
the other;
(c) when the owner, member or affiliate furnishes
a substantial portion of the assets or
finances needed to operate the
other; or
(d) when the owner, member or affiliate purchases
more than 50% of the production of the other.
Any
member that becomes owned, managed or controlled, in whole
or in part by substantially
the same
owner(s) or
executive management as that of another
member shall immediately notify
the Membership Committee of such change
in ownership, management or control. Only one of such commonly
owned,
managed or
controlled
business entities may remain a Regular
Member
of the Association.
Affiliate members shall
have all the rights of the membership class for which
they qualify
(Regular
or Associate),
except that Affiliate members shall not
be entitled to vote as
a member of the Association.
SECTION 3. Election of Members. Any business
entity eligible for membership under these Bylaws may apply
for membership by written application on such forms as may
be prescribed by the Membership
Committee from time-to-time. Applicants for membership must
satisfy such conditions for membership as the Membership Committee
shall prescribe from time-to-time. The application for membership
shall
be in a period of review for six months after the application
has been received by the Membership Committee. During the six
month review period the applicant shall have temporary membership
status. If the Membership Committee takes no action as to the
application within the six month review period, the membership
is automatically
approved. If a majority of the members of the Membership Committee
determines within the review period that the applicant does
not fulfill the requirements established for membership in
the Association, it shall reject the application. If the Membership
Committee rejects an
applicant’s application, the Committee shall inform the
applicant of the rejection and the reason(s) therefore. Any
applicant whose membership has been rejected under this section
may appeal the Membership Committee’s decision to the
Board of Directors. The Board of Directors’ decision
as to such appeal shall be final.
SECTION
4. Voting Rights. Each Regular Member shall be entitled to
one vote on each matter submitted to a vote of the Membership.
The vote shall be cast by an individual designated by the
Regular Member
and authorized to vote and act for such Member.
SECTION 5.
Voluntary Resignation. Any member wishing to resign must
file a written resignation with the Secretary. Such
resignation shall not relieve the member so resigning of
the obligation
to pay any dues, assessments or other charges theretofore
accrued and unpaid.
SECTION 6. Transfer of Membership. Membership
in this Association is not transferable or assignable.
SECTION
7. Removal of Members. Any member’s membership
in the Association may be suspended or revoked for just
cause as determined by the Membership Committee or the Ethics
Committee.
Without limitation, “just cause” shall include
ceasing to be qualified for membership in the Association
and/or
non-payment of dues or any other sums which the member owes
to the Association.
The Membership Committee or the Ethics Committee shall
inform the member of the revocation of its membership and
the reason(s)
therefore. Any member whose membership is revoked by
the Membership
Committee
under this section may appeal such Committee’s
decision to the Board of Directors on such terms and
under such
conditions
as may be established by the Board of Directors from
time-to-time. The Board of Directors’ decision
as to such appeal shall be final.
SECTION 8. Termination
of Member Benefits. Upon termination or revocation of
a member’s membership in the Association,
the former member may not hold itself out as a member
of the Association or
participate in any member benefits of the Association.
ARTICLE
IV
DUES, FEES, AND ASSESSMENTS
Dues. The annual membership
dues, fees, and any special assessments shall be as established
from time-to-time
by the Board of
Directors of the Association or by any person or
entity that the Board
may
appoint to establish such membership dues, fees and/or
special assessments.
ARTICLE V
MEETINGS OF MEMBERS
SECTION 1. Meetings. The Association
shall meet at least annually. An annual meeting of the Regular
Members shall
be held for
the purpose of installing the newly elected
Directors and for the transaction of such other business as
may come before the meeting.
SECTION 1.1. Special Meetings. Special
meetings of the regular membership may be called by
the President,
by
an affirmative
vote of at least three-fifths (3/5) of all
voting members of the Board of Directors, or
a majority of the Regular Members having voting rights.
SECTION 2. Notice of Meetings.
Written notice stating the place, date, time and tentative
agenda of any
meeting of
members shall
be delivered to each member entitled to vote
at such meeting at least thirty
(30) days before the date of such meeting,
unless otherwise provided by statute, the Articles
of
Incorporation, or these Bylaws.
SECTION 3. Record
Date. The record date for any meeting of the members shall
be the date
on which
notice
is delivered.
SECTION 4. Quorum. Regular Members
holding five percent of the votes which may be cast
at any
meeting shall
constitute a quorum at such meeting. If a
quorum is not present,
the members present may, at their option,
conduct a meeting depending upon the nature and/or importance
of the
items being
considered for discussion
only. The minutes of the meeting shall indicate
the absence of a quorum. In the absence of
a quorum, a majority of the members present may adjourn the
meeting to another
time without further
notice.
Withdrawal of members from any Meeting shall
not cause failure of a duly constituted quorum
at that meeting.
SECTION 5. Manner of Action. The act of a
majority of the Regular Members present at
a meeting
at which a quorum
is present shall
be the act of the Association, unless the
act of a greater number is required by statute,
the Articles of Incorporation, or these Bylaws.
SECTION 6. Proxies.
At any meeting of Regular Members, a Regular Member entitled
to vote
may vote by proxy
executed in writing
by the Regular Member or by its duly authorized
attorney-in-fact and
delivered to the Secretary prior to the
meeting. The proxy must be in a format
approved by
the Board of
Directors.
SECTION 7. Action Without Meeting.
The members may take any action which they
could take
at any meeting
of the
members
without a meeting if a consent in writing,
setting forth the action so taken, is
signed by all the members entitled to vote
on the subject thereof. A less than unanimous
consent
will nonetheless
be effective
if signed by the members having not less
than the
minimum number of votes that would be necessary
to take such action at a meeting at which all the members
entitled
to
vote thereon
were present
and
voting, provided written notice of the
proposed
action is delivered
to each member entitled to vote on the
subject at least five (5) days prior to the consent’s
effective date, and, after the effective date of the consent,
written
notice of the action so taken
is promptly delivered to those members
entitled to vote who have not consented in writing.
ARTICLE VI
BOARD OF DIRECTORS
SECTION 1. General Powers.
The affairs of the Association shall be managed by its Board
of Directors.
SECTION 2. Number. There shall be thirteen voting
members of the Board of Directors. The Regular Members of
the Association
shall elect nine Directors who are employees or principals
of Regular Members of the Association. The Board of Directors
shall appoint three Directors who are employees or principals
of Associate
Members
of the Association. The Immediate Past President of the
Association shall serve as a member of the Board. If
the Immediate Past President’s
third consecutive term on the Board has not expired,
his/her elected and Past President terms shall run concurrently.
The
Executive Director of the Association shall serve as
a non-voting member of the Board, except that in the event
of
a tie vote on any
resolution
requiring a simple majority to pass, the Executive Director
shall cast
the tie-breaking vote.
SECTION 3. Election. Regular Directors
shall be elected by mail, facsimile or electronic ballot
at least sixty
(60)
days prior to the annual meeting or by vote at a properly
announced
and scheduled meeting. The Nominating Committee shall
be responsible for securing election nominations for directorships.
If a nominee
is an employee of a company Member, the Nominating
Committee shall
inquire of the Member
whether it consents to the nominee being elected a
Director of the Association. The Secretary shall be
responsible
for election of directors by mail, facsimile or electronic
ballot.
SECTION 4. Tenure. Each Director shall assume
office during the annual meeting of the Board of Directors
immediately prior to the Annual Meeting of the Membership.
Regular
Directors shall hold office for a term of two years
and until his/her successor is duly elected and qualified or
until his/her death, resignation,
incapacity,
disqualification or removal. No Regular Director may
serve more than three consecutive terms. Associate
Directors shall hold office for a term of two years and until
his/her
successor is duly
elected
and
qualified or until his/her death, resignation, disqualification
or removal.
No Associate Director may serve more than two consecutive
terms. After a Board Member’s
term on the Board is terminated, including any term
as Past President, either through the expiration of the term,
resignation
or removal, he/she may not serve on the Board until
an absence from the Board of at least three years. Existing
board
members
will
serve the remainder of their current term.
SECTION 5.
Qualifications. A Director must be an employee or principal
of a member. If a Director ceases at anytime
during
his/her term as a Director to be an employee or principal
of a member, he/she must immediately notify the President
and must resign his/her seat on the Board unless, within sixty
days
of ceasing
to be an employee or principal of a member, he/she
becomes employed
by or a principal of another member of the same membership
class. If any two or more directors become employees or principals
of companies
that are under common ownership, management or control,
as defined in Article III, Section 2.3 above, (Affiliated
Directors) they must immediately so notify the President, and
every
such Affiliated
Director
must immediately resign his/her seat on the Board.
No principals or employees of two or more commonly
owned, managed or controlled business entities, as defined
in Article III, Section
2.3, above,
may run simultaneously for a seat on or serve on
the Associations’ Board
of Directors simultaneously.
SECTION 6. Annual Meeting.
An annual meeting of the Board of Directors shall
be held without notice other
than
these Bylaws
at the same place and general time as the annual
meeting of members. The
President shall set the specific time and date
to correspond with the Annual Meeting of Members.
SECTION
7. Other Meetings. The Board of Directors may provide by
resolution, the time and place for
the holding
of additional
regular meetings of the Board, without notice
other than such resolution. The
President may call any special meeting of the
Board of Directors. Other meetings may be held
by means
of conference
telephone
or similar communications equipment by means
of which all persons participating
in the meeting can communicate with each other.
Participation in such meeting shall constitute
presence in person
at such meeting.
SECTION 8. Notice. The notice
or waiver of notice of any meeting of the Board need not
specify
the business
to be
transacted
at, nor the purpose of, such meeting unless
specifically required by law or these
Bylaws. Notice of any special meeting of the
Board of Directors shall be given at least
forty-eight hours in
advance by
written, facsimile or electronic notice to
each Director.
SECTION 9. Quorum. At all meetings of the Board
of Directors a majority of the total number
of voting
directors then
in office shall constitute a quorum for the
transaction of business.
If less than a majority
of the voting directors is present at said
meetings a majority of the directors present
may adjourn
the meeting
to another
time without further notice. Withdrawal of
directors from any meeting shall not cause
failure of a duly constituted quorum at that
meeting.
SECTION 10. Manner of Action. The act
of a majority of the voting directors present at
a meeting
at which a
quorum is
present shall be the act of the Board of
Directors, unless the act of a greater number is
required by the Articles of Incorporation
or these Bylaws.
SECTION 11. Action Without
Meeting. The Board of Directors may take any action which
it
could take
at a meeting
of directors without a meeting if a consent
in writing, setting
forth
the action so taken, is
signed, personally or electronically, by
all the directors entitled to vote on the
subject
thereof.
SECTION 12. Attendance by Telephone.
Directors may participate in any meeting through
the use of a conference
telephone
or similar communications equipment by
means of which all persons
participating in
the meeting can communicate with each
other. Such participation in a meeting
shall constitute
presence
in person at
the meeting.
SECTION 13. Absences. Any
Director who is absent from more than one Board of
Directors meeting
in any twelve
month
period shall be subject to censure
by the Board of Directors, and
the Board of Directors
may ask the Regular Members of the
Association to remove such Director
from the Board
by affirmative vote of
2/3 of the votes
present and voted, either in person
or by proxy.
SECTION 14. Vacancies.
Any vacancy occurring in the Board of Directors
or any directorship
to be
filled
by reason
of an
increase in the number of directors
shall be filled by the Board of Directors.
A director
elected or appointed to fill a vacancy
shall serve for the un-expired term
of his/her
predecessor, and until
his/her successor is duly elected
and qualified or until his/her
death, resignation,
disqualification,
incapacity or removal. A Director
elected or appointed to fill a vacancy
shall
be considered to have served
one complete
term
if he/she served more than 50% of
the vacated term.
SECTION 15. Mail
Ballot. The Board of Directors may submit the election
of
directors to
the voting members
of the
Association by mail, facsimile
or electronic ballot. The voting members
of the Association may
vote by mail, facsimile or electronic
ballot.
SECTION 16. Compensation.
Directors shall not receive any compensation
for their
services as Directors,
but by resolution
of the Board
of Directors, Directors may be
reimbursed for
expenses incurred in attending
any regular or special meeting
of the Board, or on other official
business
of the Association.
A Director
may
serve the Association
in any other capacity for reasonable
compensation.
ARTICLE VII
OFFICERS
SECTION 1. Officers. The elective officers
of the Association shall be a President, a Vice President,
a Secretary and a
Treasurer. The Board of Directors may also elect such
other officers as
it deems appropriate.
Officers whose authority and duties are not prescribed
in these Bylaws shall have the authority and perform the
duties
prescribed,
from time to time, by the Board of Directors. No officer
may hold more than
one office at any one time.
SECTION 1.1. Election of Officers.
Prior to the Annual Meeting the Nominating Committee will
select a slate of
nominees
for officers from the newly elected Board of Directors.
In addition
to the slate presented,
nominations may be made from the floor. The election of
Officers shall proceed in any voting method selected by
the Board,
and the results of the election shall be announced by the
out-going
president.
SECTION 2. Term of Office. Each elective officer
of the Association shall be elected by the Board of Directors
from among the
Board of Directors at their annual meeting, and shall hold
office
for a term of one
year and until his/her successor is elected and qualified
or until his/her death, resignation or removal. No president
or
vice-president shall serve more than two consecutive terms
in the same office. Vacancies
may be filled or new offices created and filled at any
meeting of the Board of Directors. Election of an officer
shall not
of itself create contract rights.
SECTION 3. President.
The President shall be the principal elective officer of
the Association. Subject to the direction
and control of the Board of Directors, the President shall
preside at meetings of the Association,
and of the Board of Directors. He/she shall also, at the
annual meeting of the Association and at such other times
as he shall
deem proper, communicate to the Board of Directors or the
Association such
matters and make such suggestions as may in his/her opinion
tend to promote the welfare and increase the usefulness
of the Association, and shall perform such other duties
as prescribed
by the Board of
Directors from time to time. The President shall be a non-voting
member of all committees.
SECTION 4. Vice President. The
Vice President shall perform such duties and have such powers
as prescribed by the President
or the Board of Directors from time to time. Further, in
the absence of the President
or in the event of his/her or her inability or refusal
to act, the Vice President shall perform the duties of
the President
and, when so acting, shall have all the powers of and be
subject
to all the restrictions upon
the President
SECTION 5. Secretary. The Secretary shall be
responsible for recording the minutes and keeping adequate
records
of meetings
of the members and of the Board of Directors. The minutes
shall include the time
and place of the meeting, the names of the persons present
at the meeting, all official acts of the members and of
the Board, and any dissenting argument when requested by
a member.
The Secretary shall
present the written minutes for approval or amendment at
the next official meeting. The Secretary shall certify
the Bylaws,
the resolutions of the members, the Board of Directors
and committees, and other
documents of the Association as true and correct copies
thereof, and shall have such other duties as prescribed
by the President
or the Board of Directors from time to time.
SECTION 6.
Treasurer. The Treasurer shall remain fully advised as to
the financial condition of the Association
and shall
regularly report to the Board of Directors on the financial
conditions of the Association and
the adequacy of the accounting records of the Association.
The Treasurer shall have such other duties as prescribed
by the President or the Board of Directors from time to
time.
ARTICLE VIII
COMMITTEES
SECTION 1. Creation of Committees.
The Board of Directors may, by resolution adopted by a majority
of the directors
in office,
designate such standing or special committees as
it deems appropriate. Each
committee shall consist of such persons as the Board
shall appoint. The President may appoint the chairperson
of such
committees.
SECTION 2. Executive Committee. The Officers
and the immediate Past President of the Association shall
constitute
the
Executive Committee of the Board of Directors. This
Committee may exercise
the powers
of the Board of Directors when the Board is not in
session, reporting any action taken to the Board
of Directors
at its next meeting. Meetings of the Executive Committee
may
be
called by the President, who
shall be Chairman of the Executive Committee, or
by any two other members of the Executive Committee.
A
unanimous
vote
of the votes present and voted at such meeting of
the Executive Committee is
required for the Committee to take any action.
SECTION 2.1.
Nominating Committee. The Nominating Committee shall establish
a list of nominees for
election as
Officers and Directors. The Committee shall be comprised
of the
following members:
Immediate Past President as Chairman, the current
President of the Association, the Executive Director
and two
other members of the Association who shall be appointed
by
the Immediate
Past President. In
the absence of an acting Immediate Past President,
the Nominating Committee shall be comprised of: the
President,
the Association’s
Executive Director and three regular members at large selected
by the
Chairman, at least one of which members at large
is a Board Member. The President shall select the
Chairman
of the
Committee.
SECTION 2.2. Finance Committee. The Finance
Committee shall be comprised of the Treasurer, the Immediate
Past Treasurer
and the Executive Director. The Finance Committee
shall prepare a financial budget
for each fiscal year and submit it to the Board of
Directors for approval.
SECTION 2.3. Ethics Committee.
The Ethics Committee shall be comprised of three regular
members of the
Association
who shall
be appointed by the President. The Ethics Committee
shall hear grievances
between members and may make recommendations to the
Board of Directors as to the action(s) to be taken,
if any.
The Ethics
Committee shall notify any member against which a
complaint has been lodged
of the complaint and that the member may be heard
by the committee as to the complaint. The Committee
shall
notify
the member
of any action(s) it recommends to the Board. The
member may appeal to
the Board the Committee’s recommendations under such
procedures as may be established by the Board from time-to-time.
The decision of the Board shall be final. The Board shall notify
the member of any
action(s) it takes as to the member.
SECTION 2.4. Membership
Committee. The Membership Committee shall be comprised of
seven Association
members. The
President of the Association shall appoint the Chairman
of the Committee,
and the
Chairman of the Committee shall appoint the members.
The Committee shall determine whether to accept or
reject membership
applications
in accordance with these Bylaws and the requirements
determined
by the Board of Directors. The Membership Committee
shall also determine whether a member’s membership qualifications
and/or classification have changed and may take such action(s)
as it deems appropriate
to address such changes.
SECTION 3. Quorum. Unless the presence
of a greater number is required in the resolution designating
a committee,
a majority of the whole committee shall constitute
a quorum.
SECTION 4. Manner of Acting. Unless the
act of a greater number is required in the resolution
designating
a
committee, the
act of a majority of the members present at a
meeting at which a quorum is present
shall be the act of the committee.
SECTION 5. Meetings. Unless
otherwise provided herein or in the resolution designating
a committee,
such
committee may,
by majority vote, select its chairman if that
position has not been duly filled by appointment,
fix the time and place of its meetings, specify
what notice of meetings, if any, shall be given,
and fix
its rules
of procedure consistent with these Bylaws and
with rules adopted
by the
Board of Directors.
SECTION 6. Term of Office.
Each member of a committee shall continue as such until
his/her or her successor
is appointed,
unless the committee is terminated sooner,
or unless such member is removed from
the committee, resigns, dies, or ceases to
qualify as a member thereof.
SECTION 7. Vacancies.
Vacancies in the membership of any committee may be filled
by the Board
of Directors.
SECTION 8. Action Without
Meeting. Any action which may be taken at a meeting
of a committee
may be
taken without
a
meeting if a consent in writing, setting
forth the action so taken,
is signed by all of
the members of the committee, entitled
to vote with respect to the subject matter
thereof.
SECTION 9. Attendance by Telephone
or Other Device. Members of a committee
may participate
in any
meeting through
the use of a conference telephone or
similar communications equipment by
means of
which all persons participating in
the meeting can communicate with each
other.
Such participation
in
a meeting shall
constitute presence in person at the
meeting.
ARTICLE IX
GENERAL PROVISIONS
SECTION 1. Executive Director.
The Board of Directors shall employ or retain a person to
serve as the chief executive
officer of the Association, who shall be responsible
for the administration
and management
of the Association. He/she shall have the title of Executive
Director or such other title as the Board shall from time
to time designate. The Executive Director shall serve as
ex officio
member of the Executive
Committee and Board of Directors and other committees as
directed by the President. He/she shall employ and may
terminate the
employment of members of the staff as necessary to carry
on the work of the
Association. He/she shall manage and direct all functions
and activities of the Association and perform such other
duties
as the Board of Directors may prescribe from time to time.
He/she shall be directed by
the Board of Directors through the Executive Committee
and the President. In matters of conflicting or unclear
directions,
the Executive Director shall answer to the President.
SECTION
2. Contracts. The Board of Directors may authorize any officer
or officers or agent or agents of the Association
to enter into any contract or execute and deliver any instrument
in the name of and on
behalf of the Association, and such authority may be general
or confined to specific instances.
SECTION 3. Checks, Drafts,
Etc. All funds of the Association shall be deposited from
time to time to the credit of the
Association in such banks, trust companies, or other depositories
as the
Board of Directors
may select. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness
issued
in the name of the Association shall be signed by such
officer or officers or agent or
agents of the Association and in such manner as shall,
from time to time, be determined by resolution of the Board
of
Directors.
SECTION 4. Fiscal Year. The fiscal year of the
Association shall be the calendar year of January 1 through
December
31.
SECTION 5. Delivery of Notice. Any notice required
to be given by statute, the Articles of Incorporation or these
Bylaws,
shall be deemed to be delivered according to the following
rules: upon personal delivery;
if by mail, when deposited in the United States mail
in a sealed envelope, properly addressed, with postage
prepaid;
if by facsimile,
when the facsimile is sent via the facsimile number shown
for the member/
director on the records of the Association; if by telegram,
when the telegram is deposited with the telegram company;
if by overnight mail, when deposited with the shipping
company in a sealed envelope,
properly addressed, with shipping charges prepaid or
billed to sender’s account; and if by electronic
mail, when received by the recipient.
SECTION 6. Waiver
of Notice. A written waiver of any
notice required to be given by statute, the Articles
of Incorporation
or these Bylaws, signed by the person or persons entitled
to such notice whether before
or after the time stated therein, shall be deemed equivalent
to the giving of such notice. Attendance at a meeting
shall constitute a waiver of notice of such meeting,
except where
a person attends a meeting
for the express purpose of objecting to the holding
of the meeting because proper notice was not given.
SECTION
7. Use of Funds and Dissolution. The Association shall
use its funds only to accomplish the objectives
and purposes
specified in its Articles of Incorporation, and no
part of its funds shall inure or be
distributed to the members of the Association. Upon
dissolution of the Association, any funds remaining
shall be distributed
in the manner specified in the Articles of Incorporation
of the Association.
ARTICLE X
LIABILITY, INDEMNIFICATION AND INSURANCE
SECTION
1. Limitation of Liability. No director or officer of the
Association shall be liable for
damages resulting
from the exercise of judgment or discretion
in connection with the
duties or responsibilities of such
director or officer except to the extent required
by law.
SECTION 2. Indemnification. The Association
shall indemnify any person or entity to the
extent
required by law,
and may otherwise indemnify any person or
entity to the extent
permitted
by law.
SECTION 3. Advance Payments. Expenses
incurred in defending an action, suit or proceeding
may be paid
by the Association
in advance of the final disposition of
such action, suit or proceeding, to the extent
permitted by law.
SECTION 4. Non-exclusivity. The indemnification
permitted by this Article X shall not
be deemed exclusive of
any other rights
to which those seeking indemnification
may be entitled by law.
SECTION 5. Insurance.
The Association may purchase and maintain insurance on
behalf
of any person
to the extent
permitted
by law, whether or not the Association
would have the power to
indemnify such
person against such liability under
the provisions of this Article X
SECTION
6. Reports. If the Association has paid indemnity or has
advanced
expenses under
this
Article X to
a director, officer,
employee or agent, the Association
shall report the indemnification
or advance
in
writing to the members entitled to
vote with or before the notice of
the next
meeting of such members.
ARTICLE XI
AMENDMENTS
Amendments to Bylaws. These Bylaws
may be altered, amended or
repealed and new
Bylaws
provided
if adopted by a 3/4
majority of the Board of Directors
present and voting or by a
2/3 majority of the
Regular Members present and
voting at any regular meeting
or at
any special meeting
of the membership,
providing
at least
ten (10) and not more than
forty (40) days written notice
is given
of a proposal
to
alter, amend or repeal or to
adopt the Bylaws at such meeting.
The
Board of
Directors is
authorized to submit
proposed
Bylaw changes by mail, facsimile
or electronic transfer to the
membership, should they so
choose, accompanied by ballots
which the membership may use
to register
votes for
or against the
proposed changes.
ARTICLE XII
RULES OF PROCEDURE AND CONSTRUCTION
The Board
of Directors may, at any time, establish
rules and
procedures governing
meetings and
actions of the
Association, Directors,
or any of
its committees, and it
shall interpret the Bylaws of the
Association.
In the absence of such
action by the Board of
Directors,
Roberts Rules of
Order shall
be accepted
as the
parliamentary rules
therefore, provided that
the President
may vary the order of
business at his/her
discretion, and a majority
of the Directors present
at any
meeting
of Members may
determine any rules
for such
meeting.
ARTICLE XIII
MISCELLANEOUS
SECTION 1. HEADINGS.
The headings used
herein are
solely for
the purpose of
identifying the
general subject
of the section
and are not intended
as a limitation
on the subject matter of such
sections.
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