Bylaws of the International Network for Social Network Analysis
ARTICLE ONE
GENERAL PROVISIONS
Section 1.1 The name of the corporation. The name of the corporation shall be "International Network for Social Network Analysis" (hereafter the "corporation").Section 1.2 The purposes of the corporation. The corporation is a non-profit corporation organized for exclusively charitable, scientific, literary and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States Internal Revenue law (referred to in these Bylaws as the "Code").
Section 1.3 The Offices. The corporation shall maintain a registered office as required by statute, at which it shall maintain a registered agent. The registered office may, but need not, be identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors. The corporation may also have offices and places of business at such other places as the Board of Directors may from time to time determine.
Section 1.4 Corporate Records. The corporation shall keep correct and complete books and records of its Accounts and shall also keep minutes of the proceedings of the Board of Directors and of communities having any of the authority of the Board of Directors and any other records required pursuant to the Code or the laws of any jurisdiction where the corporation transacts business.
Section 1.5 Fiscal Year. The fiscal year of the corporation shall begin on January 1 and end on December 31 of each year.
Section 1.6 Form of Seal. The seal of the Corporation shall be in circular form and shall contain the name of the corporation and the jurisdiction and year of its incorporation.
ARTICLE TWO
MEMBERSHIP
Section 2.1 Membership. Membership in the corporation is open to individuals and institutions upon payment of dues to the corporation. The Board of Directors shall set the dues and shall review the dues of the corporation at least every three years and report its findings to the membership at the annual meeting of the membership or such special meeting as called by the Board of Directors.Section 2.2 Classification of Members. The membership of the corporation shall consist of (a) Voting Members (b) Affiliate Members (c) Student Members, and (d) Institutional Members.
Section 2.3 Voting Members. Voting Members shall have demonstrated a commitment to the corporation by financial and other contributions to the support and maintenance of the corporation and sustained participation in its activities, and whom the Board of Directors shall designate as Voting Members from time to time. In addition, a Voting Member should also demonstrate a professional or scholarly interest in the study of social networks. Upon acceptance of an application for membership by the Board of Directors, the applicant shall become a Voting Member. A Voting Member, in good standing, shall be eligible to:
(a) Have one vote in nominating and electing officers and be granted full privilege of the floor at all annual membership or special membership meetings of the corporation;
(b) Be elected or appointed and hold an office, subject to any limitations imposed by these By-Laws;
(c) Participate fully in all meetings of the membership, receive the newsletter,
notices and communications from the Board of Directors or other representatives of the corporation, and any other publication that may be distributed from time to time.
Section 2.4 Student Members. Any student of attending an accredited college or university or its equivalent who is interested in Social Networks and applications shall be eligible for election as a Student Member for a period not to exceed six (6) years or as determined by the Board of Directors from time to time. The Student Membership has the same membership privileges as a Voting Member, except a Student Member cannot hold office and must be at least eighteen (18) years old to vote at membership meetings.
Section 2.5 Affiliate Members. Affiliate Members shall be those persons to whom membership shall be granted from time to time, pursuant to authorization by the Board of Directors, by reason of their interest in the goals of the corporation or their desire to join in its activities. The Board of Directors may provide for different categories of Affiliate Members, such as honorary members or junior members or lifetime members. The Affiliate Members shall not have voting rights.
Section 2.6 Institutional Members. An institution, such as a library, museum, or other scholarly or educational institution shall be eligible to become an Institutional Member at the discretion of the Board of Directors. Institutional Members shall not be eligible to vote. However, they shall be eligible to receive the newsletter, notices and communications from the Board of Directors or their representatives, and such other publications that the Board of Directors may distribute from time to time.
Section 2.7 Evidence of Membership. Membership in the corporation shall be evidenced by the inclusion of the Member's name and classification in a list of Members to be maintained under the direction of the Secretary. In addition, the Board of Directors may authorize the President of the corporation to issue a certificate of Membership to each Member.
Section 2.8 Transferability. No membership interest, right or privilege is transferable by operation of law or otherwise (including without limitation by merger, consolidation or distribution upon dissolution). A member that (a) participates in a merger or consolidation and is not the surviving corporation of such merger or consolidation or (b) dissolves or otherwise liquidates shall be deemed to have voluntarily withdrawn from the Corporation. This section shall not be deemed to prohibit the use of proxies for voting purposes.
Section 2.9 Termination of Membership. (a) Voluntary. A Member may voluntarily terminate Membership at any time by providing written notice termination to the Board of Directors. (b) Involuntary. The Board of Directors may involuntarily terminate Membership if the Member fails to contribute to the corporation or fails to act in accordance with the Bylaws or any standing rules that the Board of Directors shall adopt from time to time. Prior to such involuntary termination, the President shall send a letter of warning to the Member. If the issues persist, the President shall recommend the termination of said Membership. A vote shall then be taken by the Board of Directors to formally terminate the Membership, with a two-thirds vote required to terminate Membership.
ARTICLE THREE
MEMBERSHIP MEETINGS
Section 3.1 Place of Meetings. Meetings of the Members shall be held at the principal office of the Corporation or any other place (within or outside the State of Delaware and within or outside the United States) designated in the notice of the meeting or may be held by means of remote communication according to such procedures as are adopted by the Board of Directors from time to time. Subject to Board of Directors approval and compliance with applicable law, remote communication may include an electronic voting system, provided that the system verifies the identity of voters to the satisfaction of the Secretary.Section 3.2 Annual Meetings. A meeting of the Members shall be held annually at such time as the Board of Directors may determine, at which annual meeting the Members shall elect a Board of Directors and transact other proper business as may properly come before them.
Section 3.3 Special Meetings. Special meetings of the Members shall be held when directed by the President of the Board of Directors, or when requested in writing by not less than ten percent (10%) of all members entitled to vote at the meeting. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors or Members requesting the meeting shall designate another person to do so.
Section 3.4 Notice. Written notice stating the place, if any, and the means of remote communication by which Members may participate, and the date and hour of the meeting, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting by or at the direction of the officer or persons calling ' the meeting, to each Member of record entitled to vote at such meeting. Notice shall be delivered personally, sent by telecopy or facsimile machine, mailed, or sent via electronic transmission, if the Member has consented to receipt of notices via electronic transmission.
Section 3.5 Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, the Corporation shall not be required to give any notice of the adjourned meeting if the time and place, if any, and the means of remote communication for the adjourning meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in Section 3.5 above, to each Member of record on the new record date entitled to vote at such meeting.
Section 3.6 Waiver of Notice. Whenever notice is required to be given to any Member, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. Attendance by a person at a meeting including participation by remote communications shall constitute a waiver of notice of such meeting, except when the person attends a meeting or participates by remote communication for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any meeting of the Members need be specified in the written waiver of notice.
Section 3.7 Record Date. For the purpose of determining Members entitled to notice of and to vote at any meeting of Members or any adjournment thereof, or in order to make a determination of Members or for any other proper purpose, the Board of Directors of the Corporation may, but need not, fix a date as the record date for any such determination of Members, which record date, however shall in no event be more than sixty (60) days prior to any such intended action or meeting.
Section 3.8 Member Quorum. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, one-third (1/3) of the Members entitled to vote, represented in person or proxy, including through remote communication, shall constitute a quorum at a meeting of Members. If a quorum is present, the affirmative vote of a majority of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation or by these Bylaws. The Directors shall be elected by the affirmative vote of a plurality of the votes of the Members present in person or proxy, including through remote communication, at the meeting and entitled to vote on the election of Directors.
After a quorum has been established at a Members' meeting, the subsequent withdrawal of Members, so as to reduce the number of Members in person or represented by proxy entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof
After a quorum has been established at a Members' meeting, the subsequent admission of new Members, so as to increase the number of Members required for a quorum above the number of Members present in person or proxy, including through remote communication, entitled to vote at the meeting, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
If a quorum is not represented at a meeting, the Members present shall constitute a quorum for the sole purpose of adjourning such meeting, and the majority of the Members so present may adjourn the meeting to such date, time and place as they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting if a quorum had been present, may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented.
Section 3.9 Voting. Each current Member of the corporation shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the Members, except as may otherwise be provided in the General Corporation Law of the State of Delaware. A Member shall vote by electronic means as determined by the Board of Directors from time to time.
Section 3.10 Consent Action. Any action required to be taken or which may be taken at a meeting of Members of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action so taken shall be signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted; provided, however, that no written consent shall be effective unless such consent (i) bears the
date of signature by each Member signing such consent and (ii) is delivered to the Corporation within sixty (60) days of the date on which the earliest consent was delivered to the Corporation. A facsimile signature or electronic transmission signature shall constitute a signature for these purposes, provided that the electronic transmission was transmitted by the Member or person authorized to act for the Member and the date of transmission is evident. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing. Delivery of a consent shall be to the principal place of business of the Corporation or to an officer or agent of the Corporation and shall be personal, sent by facsimile, or mailed, first class, postage prepaid, or sent via electronic transmission bearing a date of transmission. The date of delivery for any consent delivered by facsimile or electronic transmission shall be determined by the method specified by resolution of the Board of Directors of the Corporation.
Section 3.11 Matters Submitted to a Vote. Any matter that may properly come before the Members may be submitted to the Members for a vote at an annual or special meeting upon request signed or approved by not less than five percent (5%) of the Members of the Corporation.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 General Powers. The business and affairs of the Corporationshall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by the Certificate of Incorporation or by these Bylaws either prohibited or specifically reserved to the Members.
Section 4.2 Qualifications. Directors must be adult natural persons (at least
18 years of age) and Members of the Corporation, but need not be residents of Delaware or of the United States. Each Director shall demonstrate his or her willingness to accept responsibility for governance and his or her availability to participate actively in governance activities. Directors shall be selected to bring a variety of interests and expertise to the Corporation.
Section 4.3 Compensation. Directors shall not receive any compensation
for acting as such, but Directors shall be entitled to reasonable compensation for services rendered as an employee of the Corporation. The Corporation shall be entitled to purchase officers' and directors' liability insurance without violating these Bylaws.
Section 4.4 Number. The Board of Directors of the Corporation shall be
composed of not less than three (3) Directors as determined from time to time by the Members of the Corporation. No decrease in the number of Directors pursuant to this section shall effect the removal of any Director then in office.
Section 4.5 Election and Term. Each person named in the Certificate of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of Members and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal or death. At the first annual meeting of Members and at each annual meeting thereafter, the Members, by the affirmative vote of a plurality of the votes of the Members present and entitled to vote, shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal or death.
Section 4.6 Resignation and Removal of Directors. A Director may resign at any time upon providing written notice of such resignation to the Corporation. Any Director or the entire Board of Directors may be removed, with or without cause, by a vote of the majority of the Members entitled to vote for the election of Directors or as otherwise provided in the General Corporation Law of the State of Delaware.
Section 4.7 Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors or by a sole remaining Director. A Director elected to fill a vacancy shall hold office only until the next election of Directors by the Members.
Section 4.8 Election Eligibility. Any existing Voting Member in good standing may be considered for election by the Membership to the Board of Directors. He/she must meet the criteria of:
(a) At least 10% of the existing membership must sign and date a petition for board of directors in support for the Voting Member and
(b) At least 2/3rd majority of the existing Board of Directors must approve the candidacy of the Voting Member.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 5.1 Place of Meetings. The Board of Directors may hold its annual, regular and special meetings at such places, within or without the State of Delaware, as determined by the President of the Board of Directors or his or her designee. If no place is determined, the meeting shall be held at the Corporation's principal place of business.Section 5.2 Annual Meetings. The Board of Directors shall hold an annual meeting at such time and place as the Board of Directors shall determine. At each annual meeting, the Board of Directors shall elect officers and shall conduct such other business as may properly come before it.
Section 5.3 Regular Meetings. In addition to the annual meeting, the Board
of Directors may hold regular meetings from time to time as the Board of Directors direct, but not less frequently than annually. At each regular meeting, the Board of Directors shall conduct such business as may properly come before the meeting.
Section 5.4 Special Meetings. Special meetings of the Board of Directors
may be called by: (a) President of the Board of Directors, (b) Vice-President of the Board of Directors, or (c) upon written request of any two (2) or more Directors of the Corporation. A person entitled to call a special meeting of the Board of Directors may make a written request to the Secretary to call the meeting. The Secretary shall give written notice of the meeting in the manner provided below, and the meeting shall be held between three (3) and fourteen (14) days after receipt of the request to call a special meeting. If the Secretary fails to give notice of the meeting within three (3) days from the day on which the request was received by the Secretary, the person or persons who requested the special meeting may fix the time and place of meeting, and give notice thereof. If no place is identified, the meeting shall be held at the Corporation's principal place of business.
Section 5.5 Notice of Meeting. Not less than ten (10) days' written notice
of the annual meeting of the Board of Directors, excluding the day of the meeting, shall be given to all Directors. Said notice shall include proposed agenda items, but the failure to include an agenda item in the notice shall not prevent action from being taken with respect to such item. Notice of a meeting at which an amendment to the Certificate of Incorporation of the Corporation will be proposed must contain the substance of the proposed amendment. Not less than three (3) days' written notice of a regular or special meeting of the Board of Directors, excluding the day of the meeting, shall be given to all Directors. Notice shall be delivered personally, sent by telecopy or facsimile machine, or mailed, first class, postage prepaid, or sent via electronic transmission, if the Director has consented to receipt via electronic transmission. Whenever written notice to Directors provides less than five (5) days' prior written notice of the meeting, excluding the date of the meeting, reasonable effort shall be made to notify Directors by telephone of the meeting at the time of giving written notice, but the failure to contact any Director(s) by telephone shall not affect the validity of the meeting or any action taken at such meeting.
Section 5.6 Waiver of Notice. Any Director may waive notice of any meeting of the Board of Directors in writing before, at or after a meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless he or she objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting, or objects before a vote on an item of business because the item may not be lawfully considered at that meeting and does not participate in the consideration of that item at the meeting. The waiver shall be filed with the person who has been designated to act as secretary of the meeting, who shall enter the waiver upon the records of the meeting.
Section 5.7 Quorum and Voting. The presence of a majority of the Members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. If a quorum is present when a duly called or held meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of Directors originally present leaves less than the proportion or number otherwise required for a quorum. At any meeting of the Board of Directors, each Director present at the meeting shall be entitled to cast one (1) vote on any question coming before the meeting. Except as otherwise provided in these Bylaws, a vote of the majority of the Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors.
Section 5.8 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or electronic transmission is filed with the minutes of the proceedings of the Board or committee. Such consent shall have the same effect as a unanimous vote of the Board or committee.
Section 5.9 Meeting by Means of Electronic Communication. A conference among Directors by a means of communication through which the Directors may simultaneously hear each other during the conference constitutes a meeting of the Board of Directors if the same notice is given of the conference as would be required for a meeting, and if the number of Directors participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in a meeting by this means is personal presence at the meeting. In addition, a Director may participate in a meeting of the Board of Directors by any means of communication through which the Director, other Directors participating and all Directors physically present at the meeting may simultaneously hear each other during the meeting.
Section 5.10 Rules of Procedure. The Board of Directors may adopt or establish rules of procedure for conducting meetings provided such rules are not inconsistent with the Corporation's Certificate of Incorporation, these Bylaws or Delaware law. In the absence of Board action, the President of the Board of Directors shall establish rules of procedure for conducting meetings provided such rules are not inconsistent with the Corporation's Certificate of Incorporation, these Bylaws or Delaware law.
ARTICLE VI
OFFICERS
Section 6.1 Number and Qualifications. The officers of the Corporation shall consist of the following: a President, Vice President and Treasurer and may also consist of a Secretary. If the Board does not appoint a Secretary, then the duties of the Secretary shall be given to a person so appointed by the Board. The Officers must be natural persons that the Board of Directors elects or appoints. Officers need be Directors of the Corporation and shall hold office at the discretion of the Board of Directors. Subject to these Bylaws, the Board of Directors may also elect or appoint one or more additional officers or assistant officers as it may deem convenient or necessary. Except as provided in these Bylaws, the Board of Directors shall fix the powers and duties of all officers.Section 6.2 Election and Term. The officers of the Corporation shall be
appointed by the Board of Directors. Such appointment by the Board of Directors may be made at any regular or special meeting of the Board. Each officer shall hold office for a period of three years or until his or her successor is elected and qualified or until his or her earlier resignation or removal. An individual may hold more than one office of the Corporation at the same time.
Section 6.3 Resignation, Removal and Vacancies. Any officer of the Corporation may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Directors present. Any vacancy in an office of the Corporation shall be filled by action of the Board of Directors. The removal of any individual as an officer of the Corporation does not automatically affect such individual's employee status with the Corporation.
Section 6.4 Compensation. The compensation, if any, of all officers of the Corporation shall be fixed by the Board of Directors and may be changed from time to time by a majority vote of the Board of Directors. The fact that an officer is also a Director of the Corporation shall not preclude such person from receiving compensation as either a Director or officer, nor shall it affect the validity of any resolution by the Board of Directors fixing such compensation. The Executive Director shall have authority to fix the salaries, if any, of all employees of the Corporation, other than officers elected or appointed by the Board of Directors.
Section 6.5 President of the Board. The President of the Board shall preside at all meetings of the Board of Directors and Members and shall have such other duties and authority as may be conferred by the Board of Directors.
Section 6.6 Vice President of the Board. The Vice President of the Board shall preside at the meetings of the Board when the President is not able to do so. The Vice-President shall assume the duties of the President in the event of absence, death, resignation or illness of the President.
Section 6.7 Secretary. Unless provided otherwise by a resolution adopted by the Board of Directors, the Secretary shall keep accurate records of the acts and proceedings of all meetings of the Members and Directors. The Secretary shall give all notices required by law and by these Bylaws. He or she shall mail to all Directors within thirty (30) days after each meeting copies of all said actions and minutes of said proceedings. In addition, the Secretary shall have general charge of the corporate books and records and of the corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the membership records of the Corporation and shall keep, at the principal office of the Corporation, a record of the Members showing the name, address, telephone number, facsimile number and electronic mail address of each Member. The Secretary shall sign such instruments as may require his or her signature and, in general, shall perform all duties as may be assigned to him or her from time to time by the President or the Board of Directors.
Section 6.8 Treasurer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of Members, and shall perform such other duties as may be prescribed by the President or the Board of Directors.
ARTICLE VII
COMMITTEES
Section 7.1 Executive and Other Committees. The Board of Directors, by resolution adopted by the affirmative vote of the Directors in office, may designate one or more committees of the Board from among its members from time to time. Committee members must be Directors of the Corporation and shall at all times be subject to the direction and control of the Board of Directors. Each committee, to the extent provided in such authorizing resolution, shall have and may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the Corporation, as limited by the laws of the State of Delaware.The Board of Directors, by resolution adopted in accordance with this section, may designate one or more Directors as alternate members of any such committee, who may act in the place and stead of any absent or disqualified member or members at any meeting of such committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified committee member.
The provisions of these Bylaws shall apply to committees established by the Board under this Section and members thereof to the same extent they apply to the Board of Directors and Directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board.
Section 7.2 Executive Committee. The President and such other Directors, if any, elected by the Board of Directors by resolution shall constitute the Executive Committee of the Board of Directors of the Corporation. The Executive Committee shall act only during intervals between meetings of the Board of Directors and shall at all times be subject to the control and direction of the Board of Directors. During such intervals and subject to such control and direction, the Executive Committee shall have and may exercise all of the authority and powers of the Board of Directors in the management of the affairs of the Corporation, subject to such limitations as the Board of Directors may impose. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
Section 7.3 Compensation. The compensation, if any, of all members of each
committee of the Corporation shall be fixed by the Board of Directors and may be changed from time to time by a majority vote of the Board of Directors.
ARTICLE X
FISCAL MATTERS
Section 10.1 Accounting Year. The accounting year of the Corporation shall be fixed by resolution of the Board of Directors.Section 10.2 Contracts. The Board of Directors may authorize such officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be either general or confined to specific instances.
Section 10.3 Loans. No loans shall be contracted on behalf of the Corporation, and no evidence of indebtedness other than checks, drafts or other orders for payment of money issued in the ordinary course of business shall be issued in its name unless authorized by the Board of Directors of the Corporation. Such authorization and approval may be general or confined to specific instances.
Section 10.4 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined by resolution of the Board of Directors, or Treasurer upon delegation by the Board of Directors.
Section 10.5 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors, or Treasurer upon delegation by the Board of Directors may select.
Section 10.6 Audit. The Board of Directors shall cause the books and
records of account of the Corporation to be audited by certified public accountants, to be selected by the Board of Directors, at least once in each fiscal year and at such other times as it may deem necessary or appropriate.
ARTICLE XI
DIRECTOR CONFLICT OF INTEREST
No contract or other transaction between the Corporation and one or more of its Directors or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Directors of the Corporation are directors or officers or are financially interested, shall be void or voidable solely because of such relationship or interest or solely because such Director or Directors are present at or participate in the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because his or her or their votes are counted for such purpose, if:A. The material facts as to the Director's relationship or interest and as to he contract or transaction are disclosed or are known to the Board of Directors or committee, and the Board of Directors or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or
B. The material facts as to their relationship or interest and as to the contract or transaction are disclosed or known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such Members; or
C. The contract or transaction is fair as to the Corporation at the time it is
authorized, approved or ratified by the Board of Directors, a committee of the Board of Directors or the Members.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction. The Board of Directors may develop a conflict of interest policy that shall apply to all Directors, officers and committee members. Such policy shall require Directors, officers and committee members to annually acknowledge reviewing the conflicts of interest policy.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 12.1 Right to Indemnification. Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he or she is or was a Director, officer or Member of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the Corporation; provided, however, that the Corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors.Any indemnification, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former Director, officer, Member, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made, with respect to a person who is a Director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) by the Members.
Section 12.2 Advance Payment of Expenses. Expenses (including reasonable attorneys' fees) incurred by any person who is or was an officer, Director or Member of the Corporation, or who is or was serving at the request of the Corporation as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal, administrative or investigative action, suit or proceeding, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Board of Directors deems appropriate.
Section 12.3 Rights Non-Exclusive. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of Members or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.
Section 12.4 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, Member, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article or of applicable law.
Section 12.5 Definitions. For purposes of this Section, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers, and employees or agents, so that any person who is or was a Director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued, and references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.
Section 12.6 Continued Coverage. The indemnification and advancement of expenses provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer or Member and shall inure to the benefit of the heirs, executors and administrators of such person.
