U.P. Ikot Jeepney
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BY-LAWS
OF
UNIVERSITY OF THE PHILIPPINES ALUMNI ASSOCIATION OF GREATER CHICAGO
an Illinois not for profit corporation
(Adopted November 6, 2005)
ARTICLE 1. OFFICES
SECTION 1. REGISTERED OFFICE. The Corporation shall continuously maintain in the State of Illinois a registered office and a registered agent.
ARTICLE 2. MEMBERS
SECTION 1. CLASS AND QUALIFICATION FOR MEMBERSHIP. The organization shall have two (2) classes of members. The designation of each class and the qualification of the members of each class shall be as follows:
Regular Members - Regular Members are University of the Philippines alumni, defined as one who has obtained a curriculum degree from the University of the Philippines. Charter Members are those members who were members in the Corporation's successor organization since 1971, when the original organization was formed.
Associate Members - Associate Members are non-alumni who subscribe to the purposes of the corporation.
SECTION 2 MEMBERSHIP DUES. Regular Members and Associate Members shall pay annual or lifetime membership dues, as determined by the Executive Board.
SECTION 3. VOTING RIGHTS. Only Regular Members of the Corporation who have paid Membership Dues, as established during the Annual Meeting shall have voting rights ("Voting Member"). Each Voting Member shall be entitled to one vote on each matter submitted to a vote of the members. A majority of the voting members of this Corporation shall be entitled to elect the directors of the Corporation as hereinafter provided and to remove any director of the Corporation from office at any time, either with or without cause. The voting members shall also be entitled to approve: (A) any amendment of the Articles of Incorporation of the Corporation or to this Article II of the By-Laws of the Corporation; (B) any plan for the merger or consolidation of the Corporation with or into any other entity; (C) any plan for the dissolution of the Corporation; and (D) any other matter required to be submitted to a vote of members under the General Not for Profit Corporation Act of 1986 of the State of Illinois.
SECTION 4 TERMINATION OF MEMBERSHIP. The Board of Directors by affirmative vote of two-thirds of all of the members of the Board may suspend or expel a member of the Corporation for cause after an appropriate hearing.
SECTION 5. RESIGNATION. Any member may resign by filing a written resignation with the President, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION 6. REINSTATEMENT. Upon written request signed by a former member and filed with the President, the Board of Directors may by the affirmative vote of two-thirds of the members of the board reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
SECTION 7. NO MEMBERSHIP CERTIFICATES. No membership certificates of the Corporation shall be required.
ARTICLE 3. MEETINGS OF MEMBERS
SECTION 1. ANNUAL MEETING. An annual meeting of the members shall be held on December or the succeeding January of each year for the purpose of electing directors, establishing the Voting Members for the following Fiscal Year and for the transaction of such other business as may come before the meeting.
SECTION 2. SPECIAL MEETING. Special meetings of the members may be called either by the President or the majority of the Board of Directors, or not less than one-fifth of the Voting Members.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place as the place of meeting within or without the State of Illinois, as the place of any annual meeting or any special meeting called by the Board of Directors.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five nor more than sixty days before the date of such meeting, or, in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of the meeting by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each Voting Member. In case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.
SECTION 5. WAIVER OF NOTICE. Whenever any notice whatever is required to be given pursuant to the General Not For Profit Act of 1986 of the State of Illinois, under the provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the 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 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.
SECTION 6. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the members of the Corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either by all the Voting Members with respect to the subject matter thereof, or by the 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 Voting Members thereon were present and voting. If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only if, at least 5 days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the Voting Members with respect to the subject matter thereof, and if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those Voting Members who have not consented in writing.
SECTION 7. QUORUM. A simple majority of Voting Members, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of members. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members, unless the vote of a greater number or voting by classes is required by the General Not For Profit Corporation Act of 1986, the Articles of Incorporation or these By-Laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
SECTION 9. PROXIES. Each Voting Member may vote in person or by proxy originally executed by the Voting Member for each meeting. Each Voting Member may authorize another Voting Member to act for him or her by proxy.
SECTION 10. VOTING BY BALLOT. Voting on any question or in any election may be by voice unless the Chairman of the meeting shall order or any member shall demand that voting be by ballot.
ARTICLE 4. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The affairs of the Corporation shall be managed by the Board of Directors
SECTION 2. NUMBER. The number of directors of the Corporation shall be twelve (12). The number of directors may be increased or decreased from time to time by the amendment of this Section 2, but no decrease shall have the effect of shortening the term of any incumbent director.
SECTION 3. TERM OF OFFICE. Each director shall hold office for a term of three (3) years following their election or thereafter, until his or her successor shall have been elected and qualified.. The directors will have staggered terms so that 4 directors are elected every year.
SECTION 4. QUALIFICATIONS. Directors shall be residents of the State of Illinois. Each director must be a Voting Member of the Corporation.
SECTION 5. NOMINATION. Any person qualified to be a director shall be nominated for election by the Nominating and Elections Committee or nominated from the floor at the meeting held for the election.
SECTION 6. ELECTION. The initial Board of Directors shall be named in the Corporation's Articles of Incorporation. Thereafter, the Board of Directors shall appoint three Regular Members to the Nomination and Election Committee. The Nomination and Election Committee shall screen potential nominees. The directors shall be elected from the nominees designated at the regularly scheduled meeting of the members, as prescribed by Section 1 of Article III. The nominees receiving the highest number of votes up to the number of directors to be elected at such meeting shall be elected. The Nomination and Election Committee shall preside over the election, with full power to resolve any election dispute.
SECTION 7. COMPENSATION. The Board of Directors shall have no compensation of all directors for services to the Corporation as directors.
SECTION 8. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign by giving written notice to the President, the Secretary, or the Board of Directors. A resignation shall be effective upon the giving of written notice, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time to take office when a resignation becomes effective. A director shall not resign where the Corporation would be left without a duly elected director in charge of its affairs.
A director may be removed with or without cause by an affirmative vote by two-thirds of the Board of Directors, or two-thirds of Voting Members either in person or by proxy in a meeting called for such purpose. No director shall be removed at a meeting of the Board of Directors, or a meeting of Voting Members unless written notice of such meeting is delivered to all Voting Members on removal of directors. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting.
SECTION 9. VACANCIES. A vacancy or vacancies in the Board shall be deemed to exist in the case of death, resignation, or removal of any director or an increase in the number of directors. Vacancies in the Board shall be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director. Each director so elected shall hold office until the expiration of the term of the replaced director and until a successor has been elected and qualified.
ARTICLE 5. MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. PLACE OF MEETING. Meetings of the Board shall be held at any place within or without the State of Illinois as designated from time to time by the Board.
SECTION 2. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than these By-Laws, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by consensus, the time and place for holding of additional regular meetings of the board without other notice than such consensus.
SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any three directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting called by them.
SECTION 4. NOTICE OF SPECIAL MEETING. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previous thereto by written notice delivered personally or by telegram, telex, fax, graphic scanning or other communication system, or mailed to each director at his or her address as shown on the records of the Corporation.
If mailed, notice shall be deemed to have been delivered when it is deposited in the United States mail, with postage thereon prepaid. If notice is given by telegram, telex, fax, graphic scanning or other communication system, such notice shall be deemed to be delivered when sent.
SECTION 5. WAIVER OF NOTICE. Notice of any meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
SECTION 6. QUORUM. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.
SECTION 7. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute, the Articles of Incorporation or these By-Laws.
SECTION 8. INFORMAL ACTION BY DIRECTORS. Any action required by the Act to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent by consensus, setting forth the action so taken, shall be approved by a minimum of seven directors and all of the non-director committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.
SECTION 9. TELEPHONIC MEETINGS. Unless specifically prohibited by the Articles of Incorporation or these By-Laws, members of the Board of Directors or of any committee of the Board may participate in and act at any meeting of such Board or committee through use of a telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meetings shall constitute attendance in person at the meeting of the person or persons so participating.
SECTION 10. PRESUMPTION OF ASSENT. A director who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her dissent to such action with the person acting as secretary of such meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE 6. OFFICERS
SECTION l. OFFICERS. The officers of the Corporation shall be a President, President-Elect, a Treasurer, a Secretary, and such Assistant Treasurers, Assistant Secretaries or other officers as may be appointed by the Board of Directors. Officers whose authority and duties are not prescribed in these By-Laws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices other than the offices of President and Secretary may be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be appointed by the President annually at the regular annual meeting of the Board. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she or shall resign or shall have been removed in the manner provided in Section 3 of this Article V. Election of an officer shall not of itself create contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. PRESIDENT. The President shall be the principal executive officer of the Corporation. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the Corporation, shall see that the resolutions and directives of the Board of Directors are carried into effect, except in those instances in which that responsibility is assigned to some other person by the Board of Directors, and, in general, shall discharge all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors. The President shall preside at all meetings of the Board of Directors. 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 of Directors or these By-Laws, the President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. The President may vote all securities which the Corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the Corporation by the Board of Directors.
SECTION 5. PRESIDENT-ELECT. The President-Elect 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 by the Board of Directors. In the absence of the President (or in the event of the President's inability or refusal to act, the President-Elect shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. 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 of Directors or these By-Laws, the President-Elect may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other Officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. The President-Elect becomes President when the incumbent President's term ends.
SECTION 6. TREASURER. The Treasurer shall be the principal accounting and financial officer of the Corporation. The Treasurer shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the Corporation; (b) have charge and custody of all funds and securities of the Corporation, and be responsible therefor, and for the receipt and disbursement thereof; and (c) perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
SECTION 7. SECRETARY. The Secretary shall record the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation; keep a register of the post office address of each director which shall be furnished to the Secretary by such director; and perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.
SECTION 9. AUDITOR. The Auditor shall perform an annual audit of the financial position and cash of the Corporation.
SECTION 10. LEGAL COUNSEL. The Legal Counsel shall provide legal advice, as requested by the Board of Directors.
SECTION 11. APPOINTIVE OFFICERS. The President may appoint other officers and agents on a division basis or otherwise, as such divisions or other operating units are created by the Board of Directors, and such other officers and agents shall receive such compensation, have such tenure and exercise such authority as the President shall specify. All appointments made by the President hereunder and all the terms and conditions thereof must be reported to the Board of Directors. No appointive officer shall have any contractual rights against the Corporation for compensation by virtue of such appointment beyond the date of the appointment of his or her successor, death, resignation, or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.
SECTION 12. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed by these By-Laws for regular election or appointment to such office, provided that such vacancy shall be filled when it occurs and not on an annual basis.
SECTION 13. SALARIES. The officers of the corporation shall receive no compensation.
ARTICLE 7. COMMITTEES, COMMISSIONS, AND ADVISORY BODIES
SECTION l. COMMITTEES OF DIRECTORS. The Board of Directors by resolution adopted by a majority of the directors in office, may designate one or more committees. Each committee shall consist of one or more directors, and Voting Members of the corporation, and all committee members shall serve at the pleasure of the Board. A committee, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation. However, no such committee shall have the authority of the Board of Directors with respect to:
amending, altering or repealing the By-Laws;
electing, appointing or removing any member of any such committee or any director or officer or member of the Corporation;
amending the Articles of Incorporation;
adopting a plan of merger or adopting a plan of consolidation with another corporation;
authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation;
authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor;
adopting a plan for the distribution of the assets of the Corporation; or
amending, altering, repealing or taking action inconsistent with any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.
The designation and appointment of any such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him or her by law.
The following committees report to the Board of Directors through the President of the Corporation, who shall appoint the chairpersons. Chairpersons shall appoint members to their respective committees:
Education Committee - The Education Committee coordinates all educational activities of the Corporation.
Development Committee - The Development Committee plans ways and means of finding sources of revenue for the Corporation.
Nomination and Elections Committee - The Nomination and Elections Committee shall be charged with soliciting nominees to the Board of Directors and preside over the election of the Board of Directors as provided in Article 4 of the By-Laws.
Membership Committee - The Membership Committee is charged with recruiting and nurturing the members.
Socials Committee - The Socials Committee coordinates the Corporation's social activities and may appoint and assist individual and ad hoc social committees.
Public Relations Committee - The Public Relations Committee shall promote the awareness and image of the Corporation in the community as well as among the members. It is also responsible for the oversight of the web site.
Within a month after their appointment, each committee shall report to the President with their plans for the year and proposed long-term plans. Ad hoc committees may be formed for specific tasks by the President.
SECTION 2. COMMISSIONS OR ADVISORY BODIES. Commissions or Advisory Bodies not having and exercising the authority of the Board of Directors in the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such Commission or Advisory Body may be, but need not be, directors or officers of the Corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
SECTION 3. TERM OF OFFICE. Each member of a committee, commission or advisory board shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his or her successor is appointed, unless the committee, commission or advisory board shall be sooner terminated, or unless the authorizing resolution provides a specific term for such committee, commission or advisory board membership, or unless such member be removed from such committee, commission or advisory board, or unless such member shall cease to qualify as a member thereof.
SECTION 4. CHAIRMAN. One member of each committee, commission or advisory board shall be appointed chairman.
SECTION 5. VACANCIES. Vacancies in the membership of any committee, commission or advisory board may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 6. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, commission or advisory board, a majority of the whole committee, commission or advisory board shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee, commissioner or advisory board.
SECTION 7. RULES. Each committee, commission or advisory board may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors
SECTION 8. INFORMAL ACTION. The authority of a committee, commission or advisory board may be exercised without a meeting if a consent in writing, setting forth the action taken, be signed by all the members entitled to vote.
ARTICLE 8. INDEMNIFICATION
SECTION 1. THIRD PARTY PROCEEDINGS. The Corporation may indemnify any 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, 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 expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that he or she had reasonable cause to believe that his or her conduct was not unlawful.
SECTION 2. PROCEEDINGS BY THE CORPORATION. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, 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 expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
SECTION 3. SUCCESSFUL DEFENSE. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VIII or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
SECTION 4. DETERMINATION OF STANDARD OF CONDUCT. Any indemnification under Sections l or 2 of this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon the determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections l or 2. Such determination shall be made (l) by the Board by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
SECTION 5. ADVANCE PAYMENT. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to such indemnification by the Corporation as authorized in this Article VIII.
SECTION 6. CONSTRUCTION OF THIS ARTICLE. The right of indemnification provided by this Article VIII shall be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-law, agreement, vote of disinterested directors, or otherwise, both as to action in such persons official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7. 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, and incurred by, such person in any such capacity, or arising out of such person's 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 VIII.
SECTION 8. NOTICE TO MEMBERS. If the Corporation has paid indemnity or had advanced expenses under this Article to a director, officer, employee or agent, the Corporation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.
ARTICLE 9. FISCAL YEAR
The fiscal year of the Corporation shall be set by resolution of the Board of Directors.
ARTICLE 10. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
SECTION l. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation in addition to the officers so authorized by these By-Laws, 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, ETC. 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 officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a President-Elect of the Corporation.
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 depositaries as the Board of Directors may select.
SECTION 4. GIFTS. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE 11. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Executive Board, and committees having any of the authority of the Executive Board. 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.
ARTICLE 12. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, 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 deemed equivalent to the giving of such notice. Attendance at any meeting 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 13. AMENDMENTS
The power to alter, amend, or repeal the By-Laws or to adopt new By-Laws shall be approved by the Board of Directors and adopted by a two-thirds vote of the voting Members present at a meeting called for such purpose, a copy of the proposed amendments to be voted on shall be mailed by regular mail or electronic notice to the Voting Members at least ten (10) days prior to the meeting, or, by two thirds of the votes cast in a ballot sent via regular mail or electronic notice, authorized by the Board of Directors, with such notice of the proposed amendment shall have been previously provided to the members via regular mail or electronic notice.. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The By-Laws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.
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