AMENDED AND RESTATED BYLAWSof
A NON-STOCK, FOR-PROFIT CORPORATION
ARTICLE I. NAME AND DEFINITIONS
1.01 Name: The name of the corporation is SNUG, Incorporated, hereafter referred to as "SNUG" or "Association".
1.02 Principal Office: The Principal office of the Association in the State of Minnesota shall be located in the County of Hennepin. The Association may have such other offices, either in Minnesota or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the Association.
1.03 Definitions: The definitions used herein mean the following:
(a) Qualified StarTel System User (hereafter "QSSU") means an entity or organization whose principal business or a substantial portion thereof is the furnishing of telephone answering and customer services (hereafter "TAS") and/or related messaging and communications support services which utilizes, or has executed contracts with the intent to phase in, a StarTel System(s) (hereafter "System(s)") for use by the company.
(b) Vendor is the StarTel Corporation, Inc., its subsidiaries, and successors and assigns (hereafter "SCI" or "Vendor").
ARTICLE II. LEGAL AUTHORITY
2.01 State of Incorporation: This Bylaws (hereinafter the "Bylaws") govern the business and affairs of this Nevada Corporation which is a non-stock, for-profit corporation existing under the Business Corporation Law. In these Bylaws, this Code, and this law or laws are called the "Code".
2.02 Registered office and Registered Agent: The Association shall comply with the requirements of the Code and maintain a registered office and registered agent as required by the Code. The registered office may, but need not, be identical with the Association's principle office location. The Board of Directors may change the registered office and the registered agent as provided in the Code.
2.03 Non-Stock, For-Profit: Although this Corporation is considered a "For Profit" entity, this Corporation is not organized for the financial profit of its directors, officers, or members. It may not issue stock nor give dividends. None of the income shall be used to benefit any director, officer, or member. Any money left over after paying corporate obligations shall be used solely for the purposes of the corporation or may be used for charitable, educational and benevolent purposes of the corporation.
ARTICLE III. PURPOSES
3.01 The purposes of the association shall be:
(a) To articulate and advocate the needs and interests of SNUG and its Members with their Vendor;
(b) To cooperate on behalf of QSSU with suppliers, distributors, dealers, insurers and others in the development of their collective buying power;
(c) To provide Members with opportunities for dialogue, education, advancement, and improvement of all aspects of the Systems through meetings, seminars, communications, publications, and other programs and activities;
(d) To promote the welfare of the SNUG's Members services inter-nationally and within the industry;
(e) To develop and maintain high ethical standards of service and conduct among its Members;
(f) INTENTIONALLY LEFT BLANK
(g) To develop and present educational programs as may be needed to further enhance the knowledge and competency of its Members;
(h) To acquire, preserve and disseminate data and valuable information relative to the telemessaging industry and Vendor's Systems;
(i) To identify and provide those services that its Members may request, need and desire;
(j) To have and to exercise to the extent necessary and desirable for the accomplishment of any of the aforesaid purposes any and all powers conferred upon corporations by the State of Nevada as from time to time amended; provided, however, that all policies and activities of the Association be consistent with applicable federal, state, and local antitrust, trade regulation, or other legal requirements and with the requirements of tax exemption that the Association not be organized for profit.
ARTICLE IV. MEMBERSHIP
4.01 Eligibility for Membership: Membership in the Association shall be those entities, organizations, companies, corporations or persons engaged in or serving the telemessaging industry who are committed to accomplishing the objectives and purposes of the Association as set forth in Article III of these Bylaws and duly admitted to one or more classes of membership pursuant to and in accordance with these Bylaws. Members shall enroll each of their Systems by location, whether ownership is by Joint Venture, Partnership, or Common Ownership.
4.02 Rights and Privileges: Each Member is entitled to the following as well as any other services offered by Association:
(a) Each Member shall have rights and obligations equal to those granted to or imposed upon all members of each class in which membership is held;
(b) Representatives or employees of Members may serve on standing or special committees appointed by the Board of Directors of SNUG.
(c) Only those representatives or employees of Regular Members having voting rights pursuant to subsection 4.04 (a) shall be eligible to hold elective office in this Association.
4.03 Membership Application: All applications for membership shall be submitted to the Association on standard forms supplied by SNUG. Each application shall contain a statement of commitment to conform to these Bylaws, as from time to time amended, and to industry standards of good business practices, and shall be duly executed by or on behalf of the entity or person applying for membership; and shall be accompanied by payment of such enrollment fee(s) and/or dues as from time to time may be established by the Board of Directors.
4.04 Membership Classes: This Association shall have three classes of Membership as hereafter defined:
(a) Regular Members: those QSSUs which conduct business as defined in Article I, 1.03 (a), shall be Regular Members of the Association.
(b) Associate Members: Associate membership status without voting rights shall be available to any person company, corporation, or firm engaged in selling products, services, or facilities to the Regular membership of the Association. Additionally, Associate membership status may be awarded by the SNUG Board of Directors subject to ratification by a majority vote of the Regular Membership to any other entity or person the Board of Directors believes is in the best interest of the Members of the Association. The determination of an entity or person's eligibility to become or to continue membership as an Associate Member shall be determined from time to time by the Association's Board of Directors.
(c) Life and Honorary Membership: Life and Honorary Membership status without voting rights may be conferred upon Members of the Association at such time and under such term as the Board of Directors shall determine to be in the best interest of the Association, subject to approval by the Members of the Association.
4.05 Termination of Membership:
(a) Any member may end its membership at the end of any fiscal year by giving at least a Thirty (30) day written notice to the Board of Directors through SNUG's Secretary or its Executive Director but such resignation of membership shall not relieve the member so resigning of the obligation to pay any fees, dues or other charges theretofore accrued and unpaid.
(b) Whenever a Member stops meeting minimum requirements for membership, the Board may revoke Life and Honorary Membership status
(c) . Any Member whose membership has ended may submit a new application for SNUG membership. Such applications will be considered according to the same standards as any new application for membership.
(d) Membership privileges in the Association may be suspended immediately upon failure of the Member to pay any applicable fees, dues or assessments of the Association within a period of thirty (30) days following the date on which such fees, dues or assessments become payable. Upon such suspension, the Association shall promptly notify the Member of the suspension and the amount of the delinquency. If, within thirty (30) days from the date of such notice, all delinquencies in the account of the suspended member are not cured, membership in the Association is automatically forfeited
(e) Membership in the Association or access to the E-mail Listserve shall be subject to immediate revocation for conduct determined to be inconsistent with the purposes of the Association as stated above of these Bylaws or in violation of industry standards of good business practices.
(f) Members may be removed for cause by a two-thirds (2/3) affirmative vote of the Board of Directors. For any cause other than non-payment of dues, a vote for removal of a Member shall occur after the Member has been advised of the reason(s) for removal and has been given reasonable opportunity to answer and be heard by the Board of Directors. Any such member, if removed, may appeal from the decision of the Board to the membership at the Annual Meeting of the membership, provided that notice of intent to appeal is provided to the Secretary or Executive Director at least (30) days in advance of the annual membership meeting. The Association and the accused Member may be represented by legal counsel in any proceedings pertaining to a removal of membership.
4.06 Non-Transferable: Membership in the Association shall not be transferable unless specifically approved in writing by the Board of Directors.
4.07 Voting at Meetings:
(a) At all membership meetings of the Association each Regular Member shall have one (1) vote, and shall vote in person only. The vote of a majority of voting Members present are entitled to vote at a meeting shall constitute the act of the membership unless the vote of a greater number is required by law or these Bylaws. Votes may be cast either orally or in writing or by proxy vote by a designated representative of the entity or person who holds a Regular Membership.
(b) A Regular Member may authorize another Regular Member or designated representative of such Regular Member to cast a vote by proxy. Such proxy shall be in writing, dated and signed by the Regular Member for the date and time of the specific meeting and delivered to the Secretary of the Board of Directors before any vote is taken on an issue before the Board of Directors where the Regular Member is not present. A proxy may be revoked at anytime at the pleasure of the Regular Member on whose behalf it has been executed.
4.08 Voting by Mail: Resolutions can be offered to the Members for a mail vote, following approval of the Board of Directors. The vote of a majority of voting Members entitled to vote by mail shall constitute the act of the membership unless the vote of a greater number is required by law or these Bylaws. All information and material concerning the issue being voted upon shall be included in the material sent to each Member for a mail vote. A mail vote shall be conducted over a reasonable time period in order to allow the Member an opportunity to review the proposed resolution.
4.09 Meetings of Members:
(a) There shall be an annual meeting of the members of the association which shall be held at the time, place and hour to be determined by the Board of Directors.
(b) Special meetings of the Association may be called by the President, the Board of Directors or shall be called by the Secretary or Executive Director upon receipt of a written request from not less than one-tenth of the voting members, within 30 days after the receipt of such request by the Association. The business to be transacted at any special meeting shall be stated in the notice thereof and no other business may be considered at that time. A special meeting may not be called to overturn a vote from a previous meeting for a period of 6 months
4.10 Notice of Meetings: Written or printed notice of any meeting of the membership shall be delivered to each member entitled to vote at the meeting not less that fifteen (15) nor more than sixty (60) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called to meeting, and the purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the President, Secretary or Executive Director of the Association. All such notices may be given by mail or electronic mail to all Members entitled to vote at the meeting no less than ten (10) nor more than fifty (50) days in advance thereof.
(a) At meetings of the Membership, Members holding twenty percent (20%) of the vote entitled to be cast represented in person or by proxy shall constitute a quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of a least a majority of the number of members required to constitute a quorum.
(b) At meetings of the Board of Directors: See paragraph 6.09.
(c) At meetings for all other standing committees or special committees, a simple majority of the total number of Committee members constitutes a quorum.
4.12 Vote Reconsideration: When the Membership takes action by a duly cast vote either at an annual meeting or at a special meeting, such action shall remain, unable to be brought up for reconsideration for a period of 6 months.
4.13 Limitation of Liability: No action of the Association may infringe upon the autonomy of Members or limit the authority of the governing authorities of the individual Member's corporation or company or business. No representative of a Member shall be held liable for any debts or actions incurred by the Association or the Board of Directors.
ARTICLE V. FEES AND DUES
5.01 Establishment of Fees and Dues: Membership fees and dues, due dates, delinquency policies, and methods of payment shall be determined by the Board of Directors.
5.02 Dues Refunds: No dues shall be refunded to any member without prior approval of the Board of Directors and in accordance with these Bylaws.
ARTICLE VI. BOARD OF DIRECTORS
6.01 Authority and Responsibility: The governing body of the Association shall be the Board of Directors. The Board of Directors shall supervise, control and direct the affairs of the Association, its officers, committees and management; shall determine its policies or changes therein; shall actively prosecute the objectives and purposes of the Association; shall supervise the disbursement of its funds; and shall be responsible for the interpretation of these Bylaws. The Board may adopt such rules and regulations for the conduct of its business as it shall be deemed advisable, and may delegate certain of its authority to officers of the Association or to committees of the Board or to the Executive Committee such powers and duties as it may see fit.
6.02 Composition: The Board of Directors shall be elected by the Regular Members and will consist of no more than 14 (fourteen) but not less than nine (9) elected Directors. Within the limits stated above, the number of directors shall be determined by resolution of the Board of Directors or by the Regular Members of the Association at the annual meeting. Additionally, the Immediate Past President shall also serve as a voting member of the Board of Directors and theExecutive Director of the Association shall serve as an ex-officio member of the Board.
6.03 Term of Office:
(a) The first Board of Directors shall serve for one (1) year after their appointment or the first annual meeting, whichever occurs first.
(b) Except in the filling of vacancy or as otherwise provided in these Bylaws, at the first annual meeting, a simple majority of the number of directors shall be elected for terms of office of two (2) years; and
(c) The remaining director positions shall be for terms of one (1) year.
(d) At each annual meeting after the first annual meeting, nominations and election of directors shall be conducted in accordance with the expiration of the staggered terms of office as herein provided.
(e) No director may be elected to serve more than two (2) consecutive two-year terms.
(f) The period of time during which any Regular Member served on the Association's organizational committee, i.e., prior to its incorporation, or as an officer of the association shall not be counted in determining the applicability of the restrictions on directors' terms as provided herein.
(g) A Member who has served consecutive terms as stated in this subsection, paragraph (e) may be reelected after two or more years between terms.
(a) The President shall appoint a nomination committee of at least two (2) Members at least one hundred twenty (120) days prior to the annual meeting.
(b) The nominating committee shall nominate at least one more candidate than there are vacancies to be filled and shall forward its slate of nominees to the Secretary at least sixty (60) days in advance of the annual meeting, having obtained written consent from the proposed nominees to have their names placed in nomination and a written agreement to serve if elected.
(c) Additional nominations may be made from the floor at the annual meeting prior to the election.
(a) Directors shall be elected at the annual meetings by a secret ballot of the Regular Members in good standing, present and voting at the annual meeting of the Association;
(b) No proxy votes may be cast for election of directors;
(c) After nominations are closed, the Chairperson shall conduct the election in accordance with good parliamentary procedures on official ballots issued by the Association;
(d) The official ballots shall be counted and the tally posted immediately. The candidates receiving the highest number of votes shall be declared elected;
(e) In the event of tie vote between candidates, the result shall be determined by the toss of a coin by the candidates or their appointed representatives;
(f) Only votes cast on official ballots will be counted.
(g) Directors shall take office immediately upon conclusion of the Annual Membership Meeting and shall serve their elected term or until a successor is duly elected.
(a) A Director may be removed at any time, with or without cause, by a majority vote of the Regular Members in good standing, or
(b) Any Director who, without being excused by the Board of Directors, shall be absent from two (2) consecutive meetings of the Board, shall be automatically removed from office and a successor appointed by the Board to fulfill the Directors unexpired term of office pursuant to the vacancy provisions of these Bylaws.
6.07 Resignation: Any Director may resign at any time by giving written notice to the Board of Directors or the President of the Association. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein and unless otherwise specified therein, the acceptance of such resignation by the Board of Directors shall not be necessary to make it effective.
(a) Vacancies may occur as a result of a Directors death, resignation or otherwise;
(b) Vacancies in any Directorship will be filled for the balance of the term thereof by vote of the Board of Directors;
(c) A vacancy is filled from among the Regular Members by the affirmative vote of a majority of the remaining Directors;
(d) The person so chosen shall hold office for the remainder of the term of the Director whose office became vacant. Such term shall not count toward the maximum of only two (2) consecutive terms on the Board of Directors or the four (4) consecutive years.
6.08 Compensation: Directors shall not receive any compensation, fee or salary for their services as officers, but by resolution of the Board of Directors, reimbursement and/or expense allowances may be allowed to any Directors for any expenses incurred or paid by the Director for the benefit of the Association.
6.09 Quorum of the Board: At any meeting of the Board of Directors, a majority of the voting members of the Board, shall constitute a quorum for the transaction of the business and any such business thus transacted shall be valid provided it is approved by a majority of those present and voting. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if Directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Directors required to constitute a quorum.
6.10 Powers and Duties: The Board of Directors shall have all the powers necessary to operate the Association, including but not limited to the power:
(a) To sue and be sued in its own name;
(b) To contract;
(c) To employ an Association Executive Director to serve at the Board's pleasure, who shall appoint all other employees;
(d) To establish a compensation plan for employees;
(e) To receive money, property, and serves from Members, Vendors, private individuals, foundations, and other sources of funds. To expend the money and use the property and services to carry out the purposes of the Association;
(f) To rent, lease, lease with option to purchase, or purchase personal property;
(g) To rent, lease or purchase real property for the use of the Association;
(h) To adopt and amend policies for the administration of the Association and to authorize expenditures;
(i) To approve the Annual Plan for services of the Association;
(j) To appoint standing and special committees;
(k) To hold special Association meetings as the need arises, notice having been given in accordance with these Bylaws;
(l) To employ an accountant or a certified public account and a general counsel to serve at the Board's pleasure;
(m) To approve all Membership applications; and
(n) To hold such other duties and powers as are usually vested in the Board of Directors of similar organizations.
(a) Regular Meetings. The annual meeting of the Board of Directors shall be held immediately following the election of Directors by the Associations Regular Members. Other regular meetings may be held on such dates, at such times, and at such places as may be designated from time to time by the Board of Directors, the President and the Executive Director.
(b) Special meetings. Special meetings of the Board shall be called by the President upon the written request of one third (1/3) of the members of the Board of Directors.
6.12 Notice of Meetings: Written notice of the time and place of the Board of Directors shall be delivered personally or by mail or other form of written communication at least ten (10) days before any meeting. The transaction of any meeting of the Board of Directors however called or noticed, or wherever held, shall be as valid as though at a meeting duly held after regular call and notice, if either before or after the meeting two-thirds (2/3) of the total members of the board of Directors, including the President of the Association, consents or approvals shall be made a part of the minutes of the meeting. Board members not attending the meeting shall be notified of any action taken by the Board within twenty-four (24) hours of the conclusion of the meeting.
6.13 Consent Action: Action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors or a Committee thereof may be taken without a meeting if, before or after the action, all members of the Board or of the Committee consent thereto in writing. Such consent has the same effect as a vote of the Board or Committee for all purposes and shall be filed with the minutes of the proceedings of the Board or filed with the minutes of the Committee.
6.14 Telephone Conference Meetings: The Board of Directors, and its Committees, may hold a meeting by telephone conference call. Notice of such meeting, unless waived, shall state the fact that the meeting will be held by telephone as well as other matters required to be included. Participation in a telephone conference call meeting constitutes waiver of notice and presence of that person at the meeting.
6.15 Voting: Voting rights of a director shall not be delegated to any other person.
6.16 Voting by Mail: The Board of Directors may conduct its business by mail ballot or electronic telecommunication. Action taken by ballot of the members of the Board of Directors shall be a valid action of the Board and shall be reported at the next regular meeting of the Board.
ARTICLE VII. EXECUTIVE COMMITTEE
7.01 Composition: The Executive Committee shall consist of the President, the Vice President/President Elect, the Secretary, the Treasurer, and the Immediate Past President. The Executive Director shall also be a member of the Executive Committee, but shall serve without vote
7.02 Authority and Responsibility: Upon approval of the Board of Directors, the Executive Committee may act on matters designated by the Board of Directors between Board meetings. Actions of the Executive Committee shall be reported to the Board by mail or electronic telecommunication, or at the next Board meeting.
7.03 Call of Meetings: The President shall call meetings of the Executive Committee as necessary to act on matters designated by the Board of Directors.
7.04 Notice of Meetings: Written or verbal notice of the time and place of meetings of the Executive Committee shall be given to each member at least forty-eight (48) hours prior to any meeting.
7.05 Quorum: A majority of three (3) members of the Executive Committee, not including the Executive Director, shall constitute a quorum at any duly called meeting of the Executive Committee.
ARTICLE VIII. OFFICERS
8.01 Elected Officers: The elected officers of the Association shall be the President, Vice President/President Elect, and Treasurer.
8.02 Qualifications: Any Member of the Board of Directors shall be eligible for election to President, Vice President or Treasurer of the Association, provided they have served at least one year as a Member of the Board of Directors at any time prior thereto. The office of Secretary may be served by a first year member and is appointed by the President.
(a) The officers shall be elected annually by the Board of Directors at the same Annual Members meeting Directors are elected.
(b) Each Board Member shall cast one vote for each office.
(c) In the event of tie vote between candidates, the result shall be determined by the toss of a coin by the candidates or their appointed representatives;
8.04 Terms of Office:
(a) Each elected officer shall take office immediately upon conclusion of the Board of Directors meeting held at the Annual Membership Meeting. The Treasurer and Secretary shall serve for a term of one year or until a successor is duly elected. The Vice President/President Elect shall serve for a term of two years or until a successor is duly elected. The Vice President/President Elect will serve as Vice President for the first year of the term and as President during the second year.
(b) Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.
(c) Board Members elected to the office of Treasurer and Secretary who have served two full consecutive terms in one office shall not be eligible for reelection to the same office for at least one full term.
(d) Board Members elected to the office of Vice President/President Elect shall not be eligible for reelection to that same office for at least one full two-year term.
(a) An Officer may be removed at any time, with or without cause, by a two-thirds vote of the Board of Directors, or
(b) Any Officer who is absent from two (2) consecutive meetings of the Board, and such absences have not been excused by the Board, shall be automatically removed from office and a successor appointed to fulfill that Officers unexpired term of office pursuant to the vacancy provisions of these Bylaws.
(c) A majority vote of the Board of Directors shall be required to remove an Officer for cause.
8.06 Resignation: Any Officer may resign at any time by giving written notice to the Board of Directors of the Association. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein and unless otherwise specified therein, the acceptance of such resignation by the Board of Directors shall not be necessary to make it effective.
(a) Vacancies in office may occur as a result of an Officers death, resignation or otherwise;
(b) Vacancies in any office will be filled for the balance of the term thereof by vote of the Board of Directors;
(c) A vacancy is filled from among the Members of the Board of Directors by the affirmative vote of a majority of the Board of Directors;
(d) The person so chosen shall hold office for the remainder of the term of the Officer whose office became vacant. Such term shall not count toward the maximum terms as stated herein for officers.
8.08 Compensation: Officers shall not receive any compensation, fee, or salary for their services as Officers, but by resolution of the Board of Directors, reimbursement and/or expense allowances may be allowed to any Officer for any expenses incurred or paid by the Officer for the benefit of the Association.
8.09 Powers and Duties: The Officers of the Association shall have the following powers and duties:
(a) The President shall be the chief elected officer of the Association and serve as Chairperson of both the Board of Directors and the Executive Committee. The President shall serve as an ex-officio member of all committees and shall make all required appointments of standing and special committees, provide leadership and general supervision over the Association and all activities, preside at all meetings of the membership, Board of Directors, and Executive Committee, represent and speak for the Association to the public and to other organizations, have the general powers and duties of management usually vested in said office and have other duties and powers as may be prescribed by the Board of Directors and these bylaws. The President may delegate certain of his or her duties to the Vice-President/President Elect or to the Executive Director at the President's pleasure.
(b) The Vice President/President Elect shall perform such duties as are delegated or assigned by the President or the Board of Directors, and shall perform the duties of the President in the event the President is unavailable or otherwise unable to serve.
(c) The Treasurer shall oversee the collection of all membership dues, establish proper accounting procedures for the handling of Association funds, and shall report on the financial conditions of the Association at all meetings of the Board. The Treasurer may delegate certain of his or her duties to the Association's accountant or Executive Director.
(d) The Secretary shall oversee the keeping of the minutes of all Board, Executive and membership meetings, serving of notice of all meetings, serving of notice of all meetings of the Board and the association, and keeping of the membership records, bylaws, and such other documents as the Board may direct. The Secretary may delegate certain of his or her duties to the Executive Director.
ARTICLE IX. COMMITTEES
9.01 Authority to Establish Committees: The Board of Directors may establish one or more committees and may delegate such authority to such committees as may be necessary to carry out authority so delegated and the purpose of the committee.
9.02 Creation of Committees: Committees shall be established each year at the Annual meeting of the Members by the Board of Directors. Any committee created pursuant to this article, and each member thereof, shall serve at the pleasure of the Board of Directors.
9.03 Quorum: A simple majority of the members of a committee shall constitute a quorum at any duly called meeting of the committee.
9.04 Compensation: Committee Chairpersons and members shall not receive compensation, fee, or salary for their services, but by resolution of the Board of Directors, reimbursement and/or expenses allowances may be allowed to any Committee member for any expenses incurred or paid by the Committee member for the benefit of the Association.
ARTICLE X. EXECUTIVE DIRECTOR AND STAFF
10.01 Appointment: The Board of directors may appoint or hire an Executive Director or such other management personnel as the business of the Association may require.
10.02 Authority and Responsibility: The Executive Director, or other such management personnel, shall manage and direct all activities of the Association subject to the policies of the Board of Directors and through the office of the President.
(a) The Executive Director shall supervise, direct, and control the business affairs of the Association; hire, supervise and direct all employees of the Association;
(b) Have the power to delegate responsibilities and commensurate authority to his or her subordinates;
(c) Supervise, direct, and control the collection and disbursement of all funds of the Association in accordance with the specific or general policies and instructions of the Board of Directors;
(d) Attend all meetings of the Board of Directors and all Committees and, whenever practical, serve as the staff advisor and recording secretary thereof;
(e) Have such powers and duties as may be prescribed by the Board of Directors from time to time.
ARTICLE XI. FINANCE AND TRANSACTIONS
11.01 Fiscal Year: The fiscal year of the Association shall be from January 1st to December 31st of each year, or as otherwise determined by the Board of Directors.
11.02 Books and Records:
(a) The Association shall maintain correct and complete books and records of accounts;
(b) Shall maintain minutes of meetings of its Members and Board of Directors, and Committees;
(c) Shall make and maintain at its principal office a record of the names and addresses of the Regular Members entitled to vote in accordance with the provisions of the Act;
(d) Shall make and maintain all other names and addresses of its other Members, and such other records and documentation determined by the Board of Directors to be necessary and in the best interest of the Association.
11.03 Annual Budget: The Board of Directors shall adopt an annual budget covering all activities of the Association.
11.04 Audits: The Board of Directors may from time to time direct the Executive Director to have the accounts of the Association audited by a Certified Public Accountant who shall be recommended by the Executive Director with approval of the Board of Directors.
11.05 Execution of Contracts: The Board of Directors, except as these Bylaws otherwise provide, may authorize any officer, agent or employee, to enter into any contract or execute any instrument in the name of, or on behalf of the Association, and such authority may be general or special. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have the power or authority to bind the Association by any contract or agreement or to pledge its credit or to render it liable for any purpose or to any amount.
11.06 Deposits: All funds of the Association shall be deposited to the credit of the Association in banks, trust companies, or other depositories that the Board of Directors may for time to time determine.
ARTICLE XII. DISSOLUTION
12.01 The Association shall use its funds only to accomplish the objectives and purposes specified herein. On dissolution of the Association, any funds remaining shall be distributed to an appropriate non-profit Association deemed by the Board of Directors that represent similar interests of the Association and/or an Education Foundation or one or more regularly organized and qualified charitable, educational, scientific, and philanthropic organizations, to be selected by the Board of Directors.
ARTICLE XIII. INDEMNIFICATION OF OFFICERS AND DIRECTORS
13.01 Officers and Directors shall be indemnified as follows:
(a) The Association shall have the power, and hereby binds and obligates itself, to indemnify any officer, or former officer, of the Association for all expenses (including reasonable attorneys' fees) and court costs, judgments, liabilities, fines, and amounts paid in settlement in connection with or resulting from any claim, action, suit or proceeding asserted or threatened against him/her, by any civil, criminal, administrative or investigative action, threatened, pending, or completed, in any court, administrative agency or otherwise by reason of being or having been, such Director or Officer, except in relation to matters as to which he/she shall have been guilty of negligence or misconduct in respect of the matter in which indemnification is sought.
(b) If the Association has not fully indemnified any Director or Officer, or former Director or former Officer, the courts in the proceeding in which any claim against any Director or Office has been asserted, or any court having the requisite jurisdiction of any action instituted by such Director or Officer on his/her claim for indemnity, may assess indemnity against the Association for the amount paid by such Director or Officer in satisfaction of any judgment or in compromise of any such claim (exclusive in either case of any amount paid to the Association), and any expenses and costs including attorneys' fees actually and necessarily incurred by him/her in connection therewith to the extent that the court shall deem reasonable and equitable, provided, nevertheless, that indemnity may be assessed under their Article of the Bylaws only if the court finds that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
(c) Any indemnification in accordance with the foregoing (unless ordered by a court) shall be made by the Association upon a determination that indemnification of the Director or Officer is proper in the circumstances because he/she shall not have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought; and such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of the Directors who are not parties to such a claim, action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable and a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
(d) The indemnification provided by the Article shall not be deemed exclusive by any rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of directors, principle of law or otherwise and shall inure to the benefit of heirs, executors, administrators and devisees of such person.
ARTICLE XIV. AMENDMENTS TO BYLAWS
14.01 These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the Board of Directors upon affirmative vote of no less than two-thirds (2/3) of the members of the Board of Directors. The notice of any meeting at which the Bylaws are altered, amended, or repealed, and at which new Bylaws are adopted, shall include the text of the proposed Bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed, and must be provided to each member of the Board of Directors no less than thirty (30) days prior to the meeting at which the Bylaws provision is to be considered.
14.02 Not less than six months must elapse between a meeting defeating a proposed amendment to or repeal of a Bylaws provision and a new presentation of the same or substantially the same amendment or repeal. No section of these Bylaws may be amended or repealed in such a manner as to impair the rights of any third party and under any existing contract entered into with the Association, which contract was authorized by any provisions of these or prior Bylaws in force and effect at the time of execution of such contract.