American Alpine Club Bylaws

 

Article 1: Name

The name of this Corporation shall be the AMERICAN ALPINE CLUB (hereinafter, the “Corporation”).

Article II: Purposes and Governance

The objectives and purpose of this Corporation shall be:

1. The cultivation of mountain and climbing craft, the promotion of good fellowship among climbers; and
2. The study of the high mountains and climbing environments of the world, the gathering of facts and the observation of phenomena pertaining to them, the production of a series of illustrated publications to present a complete description of the alpine mountains of the world; and

3. The scientific exploration of high mountain elevations and climbing; and
4. The promotion and dissemination of knowledge about the mountains, mountaineering, and climbing in general, through its meetings, publications, libraries; digital assets; and
5. The conservation and preservation of the mountain and climbing environment; and
6. The representation of the interests and concerns of the American climbing community.

This Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Unless otherwise stated in the Articles of Incorporation (the “Charter”), these Bylaws or actions of the Board, the activities of the Corporation shall be governed by the Colorado Revised Nonprofit

Corporation Act (hereinafter, the “Act”) and the Pennsylvania Nonprofit Corporation Law of 1988; provided, however, that to the extent that there is any conflict between the Act and the Pennsylvania Nonprofit Corporation Law, the latter shall control.

Article III: Location

The principal office of the Corporation, at which the general business of the Corporation will be transacted and where the records of the Corporation will be kept, will be at such place in the State of Colorado as may be fixed from time to time by the Board.

Article IV: Membership

Section 4.1: Classes and qualifications:
The Board of Directors (hereinafter, the “Board”), shall determine the qualifications, dues, terms, and other conditions of Membership from time to time. There can be multiple classes of Membership to reflect the requirements and to meet the needs of existing Members and prospective members and the Corporation, as determined by the Board in a fiscally responsible manner.

Section 4.2: Active Membership

Membership may be granted to applicants who pay dues in a timely manner. A variety of Membership levels may be adopted by the Board as determined by the Board for what best serves the needs of the Membership and the Corporation.

Section 4.3: Honorary Members

Persons who have pre-eminently distinguished themselves in mountaineering or climbing, or in service to mountaineering or climbing, shall be eligible for Honorary Membership. An Honorary Member shall be elected by the affirmative vote of a majority of the Board. Honorary Members shall be exempt from dues and assessments, but otherwise shall possess the rights and privileges of Active Membership. Honorary Membership may be revoked for due cause as determined by a majority of the Board.

Section 4.4: Dues

The Board shall have the authority, in its discretion, to assess Membership dues, in such amounts and upon such terms and conditions as it determines from time to time.

Section 4.5: Membership Policy: Nondiscrimination

The Board will promote diversity in the composition of the Corporation's Membership by, among other things, not discriminating with regard to age, gender, class, sexual orientation, national origin, color, race, religion, creed, marital or familial status, AIDS/HIV status, or the presence of any disabling mental, physical, or sensory condition in the absence of a bona fide disqualification for potential Membership. The Board will direct the Corporation's Management to do the same.

Section 4.6: Forfeiture of Membership

A Membership may be terminated or suspended for non-payment of dues, delinquency in payment, or due cause as determined by the CEO or Executive Committee of the Board. Failure to pay dues set forth in section 4.4 shall result in forfeiture of Membership. A Member may be reinstated upon payment of dues in effect at the time of reinstatement. Notice of termination for reasons other than failure to pay dues shall be given to the Member by electronic communication or first-class or certified mail sent to the last address of the Member shown on the records of the Corporation. The notice shall state the reasons for termination, which shall be effective fifteen (15) days after the date of the notice. A Member who objects to the termination may appeal the decision to the Board by submitting a detailed statement to the Corporation within thirty (30) days after the date of the notice. The Board shall consider the appeal at its next regular meeting. The termination shall be effective unless and until the Member is reinstated by the Board, the CEO or the Executive Committee.

Section 4.7: Regions, Sections, and Chapters of Membership

Regions, Sections, and Chapters, within or outside the United States, may be utilized as a method to categorize Members based on geography or common interests. Members residing within a designated geographic boundary or requesting Membership in a specific Section or Chapter shall constitute the Members of such Section or Chapter. Such Regions, Sections or Chapters shall operate as such in accordance with the provisions of these Bylaws. The CEO or his/her designee shall appoint Regions, Section and Chapter Chairperson(s).

Each Regions, Section or Chapter shall operate within the financial guidelines as set by the Board and may seek financial support for the purpose of coordinating and aiding in the general purposes of the Corporation and may not be inconsistent with these Bylaws or the Charter or interfere in any way with the activities or affairs of the Corporation.

Article V: Meetings of The Membership

There shall be at least one Regular Meeting in the United States of Active Members in good standing each calendar year for an annual report of activities. Meetings may utilize modern technology in lieu of in-person meetings, including webcasts, tele-conferences or other such tools as are available. Notice of such Annual Meeting, stating the date, time, and location within the United States shall be communicated to Active Members at least thirty (30) days and no more than sixty (60) days prior to the meeting.

Article VI: Board of Directors

Section 6.1: Powers and Duties

The affairs of the Corporation shall be managed by the Board, whose powers and duties shall be to supervise and control the business, property, and affairs of the Corporation except as otherwise expressly provided by law, the Charter, or these Bylaws.

Section 6.2: Number and Qualifications:


The Board shall be composed of no less than 9 individuals and no more than 30 individuals, as the Board may determine by resolution from time to time. The minimum or maximum number of Directors may be increased or decreased by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. Directors must be (a) natural persons at least eighteen (18) years of age and (b) Members, either independently or as an employee of an entity that is a corporate or affiliate Member.

Section 6.3: Election and Term of Office

Directors shall be elected to fill vacant Board positions at a meeting of the Board, by the affirmative vote of at least a majority of the Directors then in office. Directors shall serve for two (2) terms of three (3) years each or until the Director's death, resignation or removal. The Active Members may ratify the slate of Directors by electronic or mail-in votes in advance of the annual meeting of the Membership or in person at the annual meeting of Members. A Director shall not be eligible for reelection to the Board for more than two consecutive three-year terms. Following an absence of at least 12 months from the Board, a former Director shall be eligible for reelection regardless of the number of terms previously served by that Director.

Section 6.4: Meetings of the Board of Directors

The Board shall hold at least one meeting per year and shall hold such other meetings as it deems proper, at such time and location, including telephonic or electronic meetings, as it designates. Other meetings of the Board may be called at any time and location by the President or by at least a majority of the Directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting, which shall be given at least ten (10) days prior to the meeting.

Section 6.5. Notice of Special Meetings

Section 6.5.1: In General

Notice of the time, day, and place of any special meeting of the Board shall be given at least ten (10) days prior to the meeting. The purpose of a special meeting shall be stated in the notice.

Section 6.5.2: In Writing

Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the Corporation. If notice is delivered via regular mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.

Section 6.5.3: Personal Communication

Notice may be given by personal communication with the Director before the special meeting.

Section 6.5.4: Electronic Transmission

Notices may be electronically transmitted. Director(s) shall contact the Corporation if electronic transmission is unacceptable. Directors are expected to provide the Corporation with a current address, location or system designated by the recipient for that purpose. If notice is delivered via email, the notice shall be deemed effective when sent to the most current address on file at the Corporation.

Section 6.5.5: Waiver of notice

Whenever any notice is required to be given to any Director under the provisions of these Bylaws or applicable law, a waiver thereof in the form of a record, including, without limitation, an electronic transmission from 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. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the waiver of notice of such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.6: Quorum of the Board of Directors; Proxy Votes

One-half (50%) of all Board Members shall constitute a quorum. Each Director entitled to vote may do so at meetings at which they are in attendance as provided in these Bylaws, but not by proxy.

Section 6.7: Meetings by Conference

Directors, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of telephone conference or other means whereby all persons participating in the meeting can communicate with each other. Participation in a meeting in such a manner shall, for legal purposes, constitute the same thing as being present in person at such a meeting.

Section 6.8: Action Without a Meeting

Pursuant to Act 67 of 2013 of Pennsylvania Nonprofit Corporation Law and except as stated herein, the Board may take action without a meeting if the proposed action is approved in writing or electronically by a majority of the Directors then in office or the amount otherwise required to approve the action, whichever is greater. A notice of the proposed action shall be sent to all Directors by mail or electronically. The notice shall describe the proposed action to be taken and a deadline by which time the Director must respond, which shall not be less than ten (10) days from the date of the notice. Prior to expiration of the time stated in the notice, a Director may respond to the Corporation in writing, for example, by electronic mail. To be considered valid, the writing must identify that the Director takes one of the following actions: (a) votes for or against the proposed action; (b) objects to the proposed action and demands that the action may not be approved without a Board meeting; or (c) abstains from the vote. Failure to respond to the notice will be considered the same as an abstention. If any Director demands that the action not be taken without a Board meeting, this Section 6.8 is not applicable and the action may not be approved without a Board meeting. Any such record shall be inserted in the Corporation's minute book as if it were the minutes of a Board meeting. For the purposes of this Section, a record means information inscribed on a tangible medium or contained in an electronic transmission.

Section 6.9: Vacancies on the Board of Directors

Vacancies that occur on the Board may be filled by the Board. At the first Annual Meeting of Members thereafter, the balance of the term remaining from any such vacancy may be ratified by the Membership.

Section 6.10: Removal of Directors from the Board of Directors

Directors may not be removed from office except for due cause. Any Director unable to attend a meeting shall state in a letter addressed either to the President, to the Secretary, or to the Board the specific reason for his or her absence. If a Director is absent from three consecutive meetings for reasons that the Board considers insufficient, his or her resignation shall be deemed to have been tendered and accepted.

Section 6.11: Compensation of Directors

Directors shall not receive any compensation for their services as Directors, but the Board may by resolution authorize reimbursement of expenses incurred in the performance of Board duties for any, some or all Directors. Such authorization shall prescribe procedures for the approval and the payment of such expenses by the Corporation. Compensation or reimbursement of expenses for others requested to place business before the Board shall be determined by the Board. Directors also may be compensated for services to the Corporation that are unrelated to their service as Board members.

Article VII Indemnification of Directors

Section 7.1: Right to Indemnification

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law

as it presently exists or may hereafter be amended, any person who was or is made or is threatened

to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal,

administrative or investigative, and whether formal or informal (a "Proceeding"), by reason of the fact 8

that such person, or a person for whom such person is the legal representative, is or was a director, officer, employee, fiduciary or agent of the Corporation against all liability and loss suffered and expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with such Proceeding if (a) the conduct of such person was in good faith, (b) such person reasonably believed, in the case of conduct in an official capacity, that his or her conduct was in the best interests of the Corporation, and in all other cases, that his or her conduct was at least not opposed to the best interests of the Corporation, and (c) in the case of any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Any person described in the preceding sentence is referred to herein as an "Indemnified Person." Notwithstanding the foregoing, except as otherwise provided in Section 7.4 of these Bylaws, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part of such Proceeding) commenced by such Indemnified Person only if the commencement of such Proceeding (or part of such Proceeding) by the Indemnified Person was authorized in advance by the Board.

Section 7.2: Restrictions on Indemnification

The Corporation may not indemnify any person for acts or omissions finally adjudged to be intentional misconduct or a knowing violation of law; in connection with any Proceeding (i) described in Section 7-129-102(4)(a) of the Act in which such person was finally adjudged to be liable to the Corporation, or (ii) described in Section 7-129-102(4)(b) of the Act in which such person was finally adjudged to have received an improper personal benefit; or if the Corporation is otherwise prohibited by applicable law from paying such indemnification; provided, however, that if Section 7-129-102(4) or any successor provision of the Act is hereafter amended, the restrictions on indemnification set forth in this Section 7.2 shall be as set forth in such amended statutory provision.

Section 7.3: Expenses Payable in Advance

The Corporation shall pay the reasonable expenses (including reasonable attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of such Proceeding's final disposition (such expenses, "Advanced Expenses"), provided, however, that, to the extent required by law, such payment of Advanced Expenses in advance of the final disposition of the Proceeding shall be made only upon (a) the Corporation's receipt of a written affirmation of the Indemnified Person's good faith belief that he or she has met the standard of conduct described in Section 7-129-102 of the Act, (b) the Corporation's receipt of an undertaking by the Indemnified Person to repay all Advanced Expenses if it should be ultimately determined that the Indemnified Person did not meet the standard of conduct described in Section 7-129-102 of the Act, and (c) if such advance payment is approved by the Board pursuant to Section 7.5 of these Bylaws. Notwithstanding any of the foregoing in this Section 7.3, the Corporation shall not be required to pay any Advanced Expenses to a person against whom the Corporation directly brings a claim alleging that the Corporation is not required to indemnify such person under Section 7.2 of these Bylaws.

Section 7.4: Written Statement Required and Right of Indemnified Person to Bring Suit

An Indemnified Person seeking indemnification pursuant to Section 7.1 or payment of Advanced Expenses pursuant to Section 7.3 must first submit to the Board a sworn statement requesting indemnification or Advanced Expenses, as the case may be, and reasonable evidence of all such amounts requested by such Indemnified Person (such statement, a "Claim"). If (a) a Claim pursuant to Section 7.1 above is not paid in full by the Corporation within 60 days after such Claim has been received by the Corporation, or (b) a Claim pursuant to Section 7.3 above is not paid in full by the Corporation within 30 days after such Claim has been received by the Corporation, then the Indemnified Person may at any time after the expiration of the applicable period bring suit against the Corporation to recover the unpaid amount of such Claim. If an Indemnified Person succeeds in whole or in part in any such suit or in a suit brought by the Corporation to recover Advanced Expenses pursuant to the terms of an undertaking, then such Indemnified Person is also entitled to receive reimbursement from the Corporation for the reasonable expense of prosecuting or defending such suit. The Indemnified Person shall be presumed to be entitled to indemnification under this Article upon submission of a Claim (and, in an action brought to enforce a Claim for Advanced Expenses, where the required affirmation and undertaking have been delivered to the Corporation), and, thereafter, the Corporation shall have the burden of proof to overcome the presumption that the Indemnified Person is so entitled.

Section 7.5: Procedure

Persons seeking indemnification and/or advancement of reasonable expenses as set forth in these Bylaws shall submit with the request for indemnification evidence sufficient for the Board to make the determination required by Section 7-129-106 of the Act (as in effect from time to time). The Board shall make the determination that the standard of conduct set forth in Section 7-129-102 of the Act has been met before authorizing indemnification, and shall make the determination required by Section 7-129- 104(1)(c) of the Act before advancing reasonable expenses.

Section 7.6: Non-exclusivity of Rights

The right to indemnification and Advanced Expenses conferred by this Article shall not be exclusive of any other right that any person may have or hereafter acquire (a) under any statute, (b) under any provision of these Bylaws or the Charter, (c) by general or specific action of the Board, (d) by contract or (e) otherwise.

Section 7.7 Persons Serving Affiliated Enterprises

Any person who is or was serving at the Corporation's request as a director, officer, employee, fiduciary or agent of another foreign or domestic entity or an employee benefit plan (any such entity is an "Affiliated Enterprise") shall be entitled to indemnification and payment of Advanced Expenses on the terms and conditions set forth in this Article.

Section 7.8: Insurance, Contracts and Funding

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, fiduciary or agent of the Corporation or Affiliated Enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Act. The Corporation may enter into contracts with any Director, Officer, employee, fiduciary or agent of the Corporation in furtherance of the provisions of this Article VII and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification and payment of Advanced Expenses as provided in this Article VII.

Section 7.9: Consultation with the Corporation

Whenever a person is entitled to indemnification pursuant to this Article VII, the Corporation shall be allowed to consult in the Proceeding for which indemnification was requested; provided, however, the Corporation may not interfere with the Proceeding and may not jeopardize the attorney-client privilege.

Article VIII Board Committees

Section 8.1: In General

The provisions of Article VI of these Bylaws shall apply to Board committees and their members as well, except that no Board committee shall be required to have an annual meeting and meetings may be called with less notice than 10 days. Each Board committee shall formulate a clear strategic focus and plan for action that shall be approved by the Board. Committee members who are not Directors shall serve in an advisory capacity as non-voting members of the committee. Board committees shall have and exercise the authority of the Board in the management of the Corporation, subject to such limitations as may be prescribed by the Board and by applicable law, except that no Board committee shall have the authority to (a) amend or repeal these Bylaws or the Charter of the Corporation, (b) elect or remove any Member, Officer or Director, (c) adopt a plan of merger, (d) authorize the voluntary dissolution of the Corporation or revoke proceedings therefor, (e) authorize the sale, lease or exchange of all or substantially all the property and assets of the Corporation not in the ordinary course of business, (f) adopt a plan for the distribution of the assets of the Corporation, (g) amend, alter or repeal any resolution of the Board, or (h) authorize distributions. Standing committees shall exist until terminated by a resolution of the Board. Except for the Finance Committee, the President shall appoint the chairperson (“Chair”) of each standing committee. Each Chair of a standing committee shall serve for a term of one (1) year. Successive terms of service as Chair or member of a standing committee are permitted.

Section 8.2: Standing Committees

As of the date of these Bylaws, the Board has the following standing committees:

(a) Executive Committee. Between the meetings of the Board, the day-to- day affairs of the Corporation shall be conducted by an Executive Committee, the members of which shall be the officers of the Corporation as defined in Article IX of these bylaws, and any additional or assistant officers as may be appointed by the Board.

(b) Governance Committee. The Governance Committee shall nominate, review and approve in advance all persons who shall serve on the Board or as officers, or in both capacities; recommend and prepare a ballot of qualified candidates; and distribute, collect and count the ballots for elections. The Governance Committee will also assist the standing Board committees in preparing their respective committee strategies and plans; review proposals for revisions to these Bylaws or the Charter of the Corporation; and perform such other duties that the Governance Committee sets forth. The Governance Committee shall be composed of at least three (3) Directors, and the Chair shall be allowed to appoint some or all of the committee members. Each member of the Governance Committee shall serve for a term of one (1) year.

(c) Finance Committee. The Finance Committee shall be responsible for monitoring the finances of the Corporation; reporting on such finances at each regular Board meeting; and performing such other duties that the Finance Committee sets forth. An audit subcommittee of the Finance Committee, consisting of at least two (2) Directors, shall from time to time conduct an audit of the Corporation. The Treasurer shall be a member of the Finance Committee. The Finance Committee shall be composed of at least three (3) Directors, nominated by the Chair, who shall be allowed to appoint some or all of the committee members. Each member of the Finance Committee shall serve for a term of one (1) year.

(d) Investment Committee. The Investment Committee shall be responsible for managing all endowment funds; setting an investment policy; and reporting to the board at regular board meetings on the performance of the endowment. The Investment Committee shall be comprised of five (5) voting members. The Chair shall be a current Director, chosen by the Executive Committee. It shall have three (3) Past Presidents as members, each chosen by a majority vote of the past Board Presidents annually and one (1) additional member of the Board. The committee may add additional, non-voting members. Each member of the committee shall serve for a term of one (1) year. The Honorary President shall cast the deciding vote in the case of a tie vote amongst the past presidents when choosing the committee members made up of the past presidents.

Section 8.3: Other Committees

The Board may create and appoint members to such other standing or temporary committees as it may deem appropriate. Such committees shall have the powers and duties designated by the Board.

Section 8.4: Vacancies

Vacancies in the membership of Board committees may be filled by the President or the Chair.

Section 8.5: Rules

Each Board committee may adopt rules for its meetings as long as they are consistent with these Bylaws and with all of the rules adopted by the Board.

Article IX: Officers and CEO

Section 9.1 Officers and Election.

The Officers of this Corporation shall be a President who shall serve as Chair of the Board, a Vice President, Secretary, and Treasurer, who shall be elected by the Board from among their own number or from among other Active Members, to serve for one (1) year until the next Annual Meeting of the Board. The Board may designate any officer to serve as President-Elect and if this designation is made, the President-Elect may serve as President after the incumbent’s term expires or is otherwise terminated. Such Officers shall serve on the Executive Committee of the Board, and shall be empowered to exercise the powers of the Board when the Board is not in session, reporting to the Board for ratification at its next succeeding meeting of any action that the Board decides it must approve.

Election of Officers shall be conducted by ballot. Those elected shall need an affirmative majority of the votes cast. Should a tie vote be cast, an Honorary President shall cast the deciding vote. If there is no Honorary President at the time of the tie vote, additional ballots shall be cast until such Officer is elected by an affirmative majority of the votes cast. Officers shall, upon election, be given immediate responsibility for carrying out their aforementioned powers and duties and shall continue in office until their successors shall be duly elected and qualified, unless they resign, are removed, or are otherwise unable to fulfill the term.

Section 9.2: Vacancies

Vacancies of an Officer or a nominee for office that occur by reason of death, resignation, or other factors shall be filled by the Board; however, should a vacancy occur in the office of the President, the President-elect or Vice President shall succeed him or her immediately, without further action by the Board.

Section 9.3: Additional Officers

The Board may appoint additional Officers as it deems necessary, with such authority and duties as it may designate, to serve at its pleasure.

Section 9.4: CEO

The Corporation may employ a CEO who shall be appointed, employed, and discharged by the Board. If so appointed, the CEO shall manage the affairs of the Corporation according to the policies, principles, practices and budget authorized by the Board, and shall be responsible, subject to the control of the Board, for management of the Corporation's finances and programs. The CEO shall also be responsible for staff management including hiring, training, performance reviews, disciplinary action, and discharge. The CEO shall serve as an ex-officio, non-voting member of the Board and the Executive Committee. For the purpose of determining the number of directors, the CEO shall not be considered a member of the Board. The Board shall approve any compensation and benefits to be paid to the CEO.

Article X: Funds


Section 10.:1 Solicitation and Acceptance of Funds


Solicitation and acceptance of funds for use by, or on behalf of, the Corporation may not be inconsistent with these Bylaws and the Charter. Subject to Section 10.2, any such funds shall be subject to the ultimate control and absolute discretion of the Corporation.

Section 10.2: Restrictions

The Board, or other responsible authority acting on behalf of the Board or the Membership, in accepting endowment funds that have restrictions on their usage, agree to accept such restrictions. Such restrictions may not be altered, unless such modification is allowed for in the gift agreement, without the consent of either the original donors or their designated heirs, or by the favorable result of a cy pres or other similar petition to the court of proper jurisdiction of the state of incorporation of the Corporation. The Corporation's restricted endowment funds may be commingled with its unrestricted funds for investment purposes and may be expressed as a percentage of the total funds.

Section 10.3: Borrowing of Monies

The Board, by an affirmative vote of two-thirds or more, may authorize borrowing by the Corporation.

Section 10.4: Endowment Management

All endowment funds shall be managed by the Investment Committee, consistent with section 8.2(d) of these bylaws, for the purposes of the Corporation. The Investment Committee shall oversee the management of the endowment and develop an investment policy that is to be approved by the Board of Directors. The Investment Committee shall manage the endowment in accordance with the Investment Policy.

The borrowing of endowment funds requires three quarters (3/4) majority vote of the total Board membership on two separate votes to be conducted at least thirty (30) days apart. The restricted funds of the endowment are not subject to borrowing.

Article XI: Representation of The Corporation

Section 11.1: Representation in Policy Matters

No Member may represent the Corporation in policy matters without the approval of the Board, the Chief Executive Officer or President.

Section 11.2: Trademarks and Visual Representation

Use of the name, logo, seal, trademark, acronym, or other graphic representation of the Corporation, including new artwork and graphic designs intended to represent the Corporation, in any manner by any Member, Section, or Committee or his/her designee must have the prior written approval of the President or his/her designee.

Article XII: Dissolution

Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes and which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code, as amended. The use and disposition on dissolution or winding up of real or personal property owned or used by this Corporation in states other than its state of incorporation shall be limited to the purposes stated in the foregoing sentence in such a manner as to satisfy the requirements of the laws of such states for exemption of such property from property taxation in such states.

Article XIII: Amendments

Section 13.1: Amendment of Bylaws

The Board may alter, amend, or repeal any provision of these Bylaws or make any additional Bylaws. No such alteration, repeal, or addition shall be considered unless proposed and adopted by the affirmative vote of at least two-thirds of the entire Board on two separate votes, which shall be conducted at least thirty (30) days apart. Active Members shall be informed of all changes to the provisions of these Bylaws prior to the next meeting of Active Members.

Section 13.2: Procedures for Amendment of Bylaws

Amendments to this Article of the Bylaws may be made only by the same voting procedure described in Section 1 of this Article.

Article XIV: Administrative and Financial Provisions


Section 14.1: Fiscal Year.

The fiscal year of the Corporation shall be from October 1-September 30.

Section 14.2: 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 may select.

Section 14.3: Books and Records.

The Corporation shall keep at its principal office copies of its current Charter and Bylaws; correct and adequate records of its accounts and finances; minutes of the proceedings of the Board and any minutes which may be maintained by committees of the Board; a record of all waivers of notice of meetings of the Board and of Board committees; a record of all actions taken by the Board or a Board committee without a meeting; contact information of each Member, and of the name and most current known postal mailing address of each Director and Officer; copies of the Corporation's written communications to Members made within the past three years; and such other records as may be necessary, advisable or required by Section 7-136-101 of the Act. All books and records of the Corporation shall be open at any reasonable time to inspection by any Member of three months standing or to a representative of more than five percent of the Membership.