ARTICLE IX
OFFICERS
Section 1. Officers.
The officers of the corporation shall be the president, vice president, secretary, treasurer and such other officers as may be determined and elected by the Board. Any number of offices may be held by the same person.
Section 2. Election and Term of Office.
- At the first meeting of the Board after each annual meeting of members, the Board shall elect the officers of the corporation.
- The president and vice president shall be elected from among the members of the Board. The other officers may be, but need not be, members of the Board.
- Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her earlier death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
- Election as an officer shall not of itself create contract rights.
Section 3. Resignation and Removal of Officers.
- Any officer may resign at any time upon written notice to the Board.
- Such resignation shall take effect at the time specified therein, if any; otherwise it shall take effect upon receipt thereof by the Board at a duly called meeting. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
- Any officer may be removed or suspended by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal as an officer shall not affect such person's tenure as a director.
Section 4. President.
- The president shall be the principal executive officer of the corporation and shall preside at all meetings of the Board and meetings of members at which he or she is present.
- Subject to the direction and control of the Board, he or she shall:
- be in charge of the business and affairs of the corporation,
- see that the resolutions and directives of the Board are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board , and
- in general discharge all duties incident to the office of president and such other duties as may be prescribed by the Board.
- Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board, he or she may execute for the corporation any contracts or other instruments that the Board has authorized to be executed, and he or she may accomplish such execution either individually or with the secretary or any other officer thereunto authorized by the Board according to the requirements of the form of the instrument.
- At each annual meeting of members, the president shall present to the members a written report on the activities of the corporation during the past twelve months.
Section 5. Vice President.
- The vice president shall assist the president in the discharge of his or her duties as the president may direct and shall perform such other duties as from time to time may be assigned to him or her by the president or the Board.
- In the absence of the president or in the event of his 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 on the president.
Section 6. Secretary.
The secretary shall -
- record the minutes of the meetings of the Board in one or more books provided for that purpose,
- see that all notices are duly given in accordance with the provisions of these bylaws or as required by law,
- be the custodian of the corporate records of the corporation, and
- in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or the Board.
Section 7. Treasurer.
- The treasurer shall:
- be the principal accounting and financial officer of the corporation and maintain adequate books of account of the corporation,
- have charge and custody of and be responsible for all funds and securities of the corporation,
- receive and give receipts for monies due and payable to the corporation from any source whatsoever, and
- in general perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him or her by the
president or the Board.
- At each annual meeting of members, the treasurer shall present to the members a written report on the financial affairs of the corporation during the most recently ended fiscal year, including a balance sheet as at the end of such fiscal year.
Section 8. Vacancies.
The Board may fill any vacancy in any office or create and fill new offices at any meeting of the Board.
Section 9. Compensation.
Officers of the corporation shall not receive any compensation for their services as officers; however, the Board may authorize reimbursement of reasonable out-of-pocket expenses incurred in the performance of their duties.
Section 10. Fidelity and Surety Bonds.
The corporation may obtain for each officer and employee of the corporation a bond, in such amounts and with such number of sureties, as the Board will from time to time, determine, for the faithful performance of his or her duties and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal, of all books, papers, vouchers, money, or other property of whatever kind in his or her possession or under his or her control, belonging to the corporation.
ARTICLE X
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts.
The Board may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, 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 general or confined to specific instances.
Section 2. Checks, Drafts, and Related Documents.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers of the corporation and in such manner as shall from time to time be determined by resolution of the Board, provided that the signatures of two individuals shall be required on all such instruments. In the absence of such determination, such instruments shall be signed by the president and the treasurer.
Section 3. Deposits.
All funds of the corporation 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 4. Gifts.
The Board may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation and may give receipts therefor.
Section 5. Loans.
No officer or director shall be authorized to obtain loans on behalf of the corporation without the approval of the Board.
ARTICLE XI
BOOKS AND RECORDS
Section 1. Keeping of Books
- The corporation shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its Board and committees having any of the authority of the Board and shall keep at the registered office a record giving the names and addresses of the directors.
- Any records maintained by the corporation in the regular course of its business, including its books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.
Section 2. Inspection of Books and Records
All books and records of the corporation may be inspected by any director or his or her agent or attorney for any proper purpose at any reasonable time. Members of the corporation shall have such rights of inspection of books and records of the corporation as are provided by applicable law.
ARTICLE XII
FISCAL YEAR
Unless otherwise provided by resolution of the Board, the fiscal year of the corporation shall begin on the first day of July in each year and end on the last day of June in the succeeding year.
ARTICLE XIII
ANNUAL INDEPENDENT REVIEW
The corporation may by resolution adopted at an annual meeting of members provide for an annual independent review or audit of the accounts of the corporation by an independent certified public accountant to be chosen by the Board.
ARTICLE XIV
WAIVER OF NOTICE
- Whenever any notice is required to be given under the Act, the articles of incorporation or these bylaws, a waiver thereof given in writing or by electronic transmission, 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 any meeting in person or, where permitted, by proxy shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
ARTICLE XV
INDEMNIFICATION
Section 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 (a "Covered 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 (a "proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person.
- Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article, the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board.
Section 2. Prepayment of Expenses.
The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys' fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article or otherwise.
Section 3. Claims.
- If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.
- In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
Section 4. Nonexclusivity of Rights.
The rights conferred on any Covered Person by this Article shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the articles of incorporation, these bylaws, agreement, vote of members or disinterested directors or otherwise.
Section 5. Other Sources.
The corporation's obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
Section 6. Amendment or Repeal.
Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.
Section 7. Other Indemnification and Prepayment of Expenses.
This Article shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
Section 8. Insurance.
The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who 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 such person and incurred by such person 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 such person against such liability under the provisions of this Article.
ARTICLE XVI
AMENDMENTS
Section 1. Power to Amend
The power to alter, amend or repeal these bylaws or adopt new bylaws shall be vested in the members of the corporation and shall require the affirmative vote of two thirds of the members present in person or by proxy at a meeting of members.
Section 2. Notice
Notice of any proposed amendment shall be given to all members in writing or by electronic transmission at least two weeks before the date of the meeting of members at which it is to be voted upon.
No amendment to these bylaws may be proposed or voted upon at a meeting of members unless proper notice shall have been given to members as provided in this Article.
ARTICLE XVII
INTERPRETATION
Where any provision of these bylaws is contrary to the provisions of any statute or of the articles of incorporation, the latter shall prevail
.