BY-LAWS
OF PEKING UNIVERSITY ALUMNI ASSOCIATION OF NEW ENGLAND, INC.
ARTICLE 1. PURPOSE
The Perking University Alumni Association of New England, Inc. (the “Organization”) is organized and will be operated exclusively for charitable, religious, educational, and/or scientific purposes, within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), including for such purposes as the making of distributions to organizations that qualify as exempt organizations under § 501(c)(3) of the Code or the corresponding section of any future federal tax code. The Organization’s specific purpose is to promote cultural understanding and educational exchanges between the peoples of the United States of America and the People’s Republic of China, by building a Peking University alumni network, and encouraging alumni of Peking University who are currently working, studying, or living in New England, through academic and educational activities that serve and inform both the various New England communities and the country as a whole, as well as other activities necessary or incidental to any of the foregoing.
No part of the Organization’s net earnings may inure to the benefit of, or be distributed to or be used for the benefit of, its directors (the “Directors”), or trustees, Officers (as defined in Section 1 of Article 5 below), members, or other persons; except that the Organization is authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the Organization’s purposes, to the extent in accordance with and set forth in these By-laws. The Organization shall neither participate in, nor intervene in (including through the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office, nor dedicate a substantial part of its activities to the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise provided by § 501(h) of the Code). Notwithstanding any other provision of these By-laws, the Organization shall not conduct or participate in any activities not permitted to be carried on by an entity exempt from federal income tax under § 501(c)(3) of the Code or by an entity whose contributions are deductible under § 170(c)(2) of the Code. In any taxable year in which the Organization is a “private foundation” as described in § 509(a) of the Code, the Organization (i) shall distribute its income for said period at such time and in such manner as not to subject it to tax under § 4942 of the Code; (ii) shall not engage in any act of “self-dealing” as defined in § 4941(d) of the Code; (iii) shall not retain any “excess business holdings” as defined in § 4943(c) of the Code; (iv) shall not make any investments in such manner as to subject the Organization to tax under § 4944 of the Code; and (v) shall not make any “taxable expenditures” as defined in § 4945(d) of the Code. Unlawful discrimination on the basis of sex, age, race, color, national origin, religion, creed, disability, genetic information, or any other class of persons protected by applicable law, will not be permitted or tolerated by the Organization.
ARTICLE 2. MEMBERS
SECTION 1. MEMBERSHIP QUALIFICATIONS
Any person who
a. has studied at, or worked as faculty or staff for, Peking University,
b. is currently living in one of the six New England states (i.e., Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont),
c. pays the applicable annual membership dues, if any,
d. notifies the Organization of his or her contact information, and
e. subscribes to the Organization’s purposes and these By-laws,
may become a registered member of the Organization.
SECTION 2. ANNUAL MEMBERSHIP DUES AND MEMBERSHIP REGISTRATION
The Organization’s board of directors (the “Board of Directors”) shall decide the amount of annual membership dues, if any. For each year, annual membership dues are to be paid, and membership registration is to be performed, before January 1 of such year. Membership registration for any year will be valid from January 1 through December 31 of such year. Membership registration may be completed through registration at specific events organized by the Organization, or by such other methods as the Board of Directors may provide. Registered members must (i) duly register with the Organization for such year, and (ii) pay the annual membership due for such year, if any; in order to be considered to be a registered member in good standing under these By-laws.
SECTION 3. ANNUAL MEMBERSHIP MEETING
Date of the Meeting. The Organization will have an annual membership meeting each year (the “Annual Membership Meeting”) on such date, at such time, and at such location (if any), as the Board of Directors shall determine.
Chair of the Meeting. Each Annual Membership Meeting will be chaired by a person designated by the Board of Directors. The Board of Directors and the Officers (as defined in Section 1 of Article 5 below) shall give such chair all reasonable assistance in organizing the Annual Membership Meeting.
Notice of the Meeting. Notice of each Annual Membership Meeting must be sent to all registered members at least thirty (30) days prior to the date of such Annual Membership Meeting. Such notice must include the date, time, location, agenda, and chairperson of the Annual Membership Meeting, as well as a list of all registered members in good standing eligible to participate in, and vote at, such Annual Membership Meeting, as of the date of such notice.
Attendance at Meeting. Unless otherwise restricted by applicable law, the Organization’s articles of organization (as amended), or these By-laws, registered members in good standing may participate in Annual Membership Meetings by means of conference telephone or similar communications equipment, by means of which all persons participating in such meeting can hear each other at the same time, and participation by such means will constitute presence in person of such registered member at such meeting.
Quorum. At all Annual Membership Meetings, the quorum for the transaction of business thereat will be fifty (50) registered members in good standing.
Business of the Meeting. The business to be conducted at each Annual Membership Meeting will include, but not be limited to, (i) the approval of the selection of the chair of the meeting; (ii) the approval of the Organization’s annual report for the previous year; (iii) changes to these By-laws, if necessary; (iv) the election of the Organization’s president (the “President”) if the term of the current President is expiring; and (v) the approval of the Directors (if any) who entered office since the last Annual Membership Meeting. In the event any such Director is not so approved, any person may be nominated for such Directorship by at least ten (10) registered members in good standing, and the registered members in good standing at such Annual Membership Meeting shall elect a replacement Director for each such vacancy from such nominees. No business may be discussed at any meeting that was not listed on the agenda for such meeting that was provided in the notice for such meeting.
SECTION 4. MAJORITY ACTION AS MEMBERSHIP ACTION; OVERRULING
Voting at an Annual Membership Meeting duly held at which a quorum is present may be by voice vote (i.e., “yea” or “nay”) or by written ballot; but any vote must be by written ballot if so demanded prior to the beginning of such vote by any registered member in good standing present at such meeting. Every act or decision done or made by a majority of the registered members in good standing present at an Annual Membership Meeting duly held at which a quorum is present, will be the act of the entire membership. Notwithstanding the foregoing, any such act done or decision made by a majority of the registered members in good standing may be overruled at such Annual Membership Meeting by the vote of the Directors numbering at least three-fourths (¾) of the total number of Directors then in office, in which event such overruling by the Board of Directors may in turn be overruled at such Annual Membership Meeting by the vote of registered members in good standing numbering at least one-half (½) of the total number of registered members in good standing at such time (which, for purposes of calculating the total number of registered members in good standing at such time, includes registered members in good standing who are not in attendance at such meeting).
At each Annual Membership Meeting, the approval or election, as applicable, of new Directors, must be the first item of business at such meeting.
SECTION 5. SPECIAL MEMBERSHIP MEETING
Special Membership Meetings (i.e., member meetings other than Annual Membership Meetings) may be called by any three (3) or more Directors, or by registered members in good standing representing at least twenty-five percent (25%) of the total number of registered members in good standing at such time. Those who call the Special Membership Meeting shall designate a member as the chair of the meeting. The Board of Directors shall send notice of such a Special Membership Meeting to all registered members at least two (2) weeks prior to the date of such meeting, and must include the date, time, location, agenda, and chairperson of such meeting, as well as a list of all registered members in good standing eligible to participate in, and vote at, such meeting, as of the date of such notice. Special Membership Meetings will be governed by the provisions regarding attendance, quorum, and voting, set forth in Sections 3.d, 3.e, and 4 of this Article 2 above respectively, in the same manner as Annual Membership Meetings.
ARTICLE 3. BOARD OF DIRECTORS
SECTION 1. NUMBER
The Organization will have no less than five (5) Directors, and no more than eleven (11) Directors, in office at any time. Subject to the foregoing range, the number of Directors positions at any time may be increased or decreased by the vote of (i) two-thirds (⅔) of the Board of Directors; or (ii) a majority of the registered members in good standing
SECTION 2. POWERS
Except as otherwise expressly set forth in these By-laws, including, without limitation, Section 3 of Article 2 above, the activities and affairs of the Organization will be conducted, and all corporate powers will be exercised by or under, the direction of the Board of Directors.
SECTION 3. SELECTION OF THE BOARD OF DIRECTORS
Subject to Section 3 of Article 2 above, in the event of any vacancy in a Directorship, whether due to the expiration of a term, death, resignation, removal, or otherwise, any person with the nomination of ten (10) or more registered members in good standing, and who is approved by at least two-thirds (⅔) of the Directors then in office, will be elected to fill such vacancy as Director.
SECTION 4. DUTIES
It will be the duty of the Board of Directors to, without limitation,
convene Annual Membership Meetings to, among other things, elect the President; and approve other Officers (as defined in Section 1 of Article 5 below) nominated by the elected President;
attend Board meetings as required by these By-laws, to ensure that the purpose of the Organization is achieved; and
control and manage the affairs and property of the Organization.
SECTION 5. CHAIRPERSON OF THE BOARD
The chairperson of the Board of Directors (the “Chairperson”) will be elected from the Directors by the Board of Directors within one (1) month after each Annual Membership Meeting. The Chairperson’s responsibilities will be to chair meetings of the Board of Directors, and to generally ensure that the Board of Directors perform the duties prescribed in these By-laws. Each Chairperson will hold office until his or her successor has been duly elected and qualified, or until his or her earlier resignation or death. The Board of Directors may fill any vacancy in the office of Chairperson at any time. A Chairperson may be reelected.
SECTION 6. SECRETARY OF THE BOARD
A secretary of the Board of Directors (the “Secretary of the Board”) (i) will be nominated by the Chairperson; (ii) must be an alumnus or alumna of Perking University, but need not be a Director; and (iii) will be elected by the Board of Directors. The Secretary of the Board’s responsibilities will be to organize and implement regular meetings of the Board of Directors, keep and maintain records of meetings of the Board of Directors, and organize and archive minutes of meetings of the Board of Directors. The Secretary of the Board will not be considered a Director, and will not have any voting rights on the Board of Directors. Each Secretary of the Board will hold office for the same period as the Chairperson who nominated him or her. The Board of Directors may fill any vacancy in the office of Secretary of the Board at any time. A Secretary of the Board may be reelected.
SECTION 7. TERMS OF OFFICE
Each Director will hold office for a term of four (4) years; except that one-half (½) of the initial Directors of the Organization will hold office for a term of [two (2)/six (6) years]. A Director may serve on the Board of Directors until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death. A Director may hold such office for a maximum of two (2) successive four (4)-year terms; any person who has served as Director for two (2) successive four (4)-year terms, will be ineligible to serve as a Director until four (4) years after the end of such person’s last term as Director. Any person elected to fill a vacant Directorship resulting from a Director’s resignation, removal, or death, will serve as Director for the balance of the preceding Director’s unexpired term.
SECTION 8. COMPENSATION
Directors will serve without compensation, except that they will be allowed reimbursement of reasonable expenses incurred in the performance of their regular duties, as specified in Section 4 of this Article 3 above.
SECTION 9. BOARD MEETINGS
Meetings of the Board of Directors may be called by the Chairperson or by any two (2) Directors. Such meetings will be held at the place designated by the person or persons calling the meeting, or by designation of the Board of Directors, and in the absence of any such designation, at the principal office of the Organization.
SECTION 10. QUORUM AND ATTENDANCE OF MEETINGS
A quorum at any meeting of the Board of Directors will consist of two-thirds (⅔) of the Directors then in office. Directors may attend any meeting of the Board of Directors (i) by being physically present at the meeting; or (ii) by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means will constitute presence in person of such Director at such meeting. Except as otherwise provided in these By-laws or by applicable law, no business may be considered by the Board of Directors at any meeting at which a quorum is not present. The Directors present at a duly called and held meeting of the Board of Directors at which a quorum is initially present, may continue to do business notwithstanding the loss of a quorum at such meeting due to the withdrawal of one or more Directors from such meeting, so long as any action taken at such meeting after such loss of a quorum is approved by Directors representing a majority of the required quorum for such meeting.
SECTION 11. MAJORITY ACTION AS BOARD ACTION
Voting at a meeting of the Board of Directors duly held at which a quorum is present may be by voice vote or by written ballot; but any vote must be by written ballot if so demanded prior to the beginning of such vote by any Director present at such meeting. Every act or decision done or made by a majority of the Directors present at a meeting of the Board of Directors duly held at which a quorum is present, will be the act of the Board of Directors. For the avoidance of doubt, for purposes of these By-laws, a “majority” means greater than fifty percent (50%).
SECTION 12. RESIGNATION AND REMOVAL
Any Director may resign at any time. Such resignation must be made in writing to the Chairperson, and will take effect at the time specified therein, or if no time specified, at the time of its receipt by the Chairperson. Unless otherwise specified in such notice, the acceptance of a resignation will not be necessary to make such resignation effective. Directors may be removed, with or without cause, at any meeting of the Board of Directors duly called and at which a quorum is present, by a vote at such meeting of at least two-thirds (⅔) of the Directors then in office (excluding, for this purpose, the Director in question). For the avoidance of doubt, any behavior by a person that causes or is reasonably expected to cause material harm to the Organization, will constitute “cause” for purposes of these By-laws.
ARTICLE 4. BOARD COMMITTEES
SECTION 1. FINANCE AND FUNDRAISING COMMITTEE
The Board of Directors may, by vote of a majority of the Directors then in office, designate two (2) or more Directors to constitute a finance and fundraising committee (the “Finance and Fundraising Committee”). The responsibilities of the Finance and Fundraising Committee are
to organize and direct the effort to secure financial resources, and to support the activities of the Organization;
to review and recommend for Board approval the budget plans created by the Officers (as defined in Section 1 of Article 5 below); and
to audit the use of the Organization’s financial resources.
The Finance and Fundraising Committee shall be chaired by a chairperson appointed by the Board of Directors.
SECTION 2. GOVERNANCE COMMITTEE
The Board of Directors may, by vote of a majority of the Directors then in office , designate two (2) or more Directors to constitute a governance committee (the “Governance Committee”). The responsibilities of the Governance Committee are
coordinating potential amendments to these By-laws;
leadership personnel management; and
leadership succession planning (including for the Board of Directors and President).
The Governance Committee shall be chaired by a chairperson appointed by the Board of Directors.
SECTION 3. MEMBERSHIP AND RIGHTS COMMITTEE
The Board of Directors may, by vote of a majority of the Directors then in office, designate two (2) or more Directors to constitute a membership and rights committee (the “Membership and Rights Committee”). The responsibilities of the Membership and Rights Committee are
determining membership criteria, and evaluating and explaining membership decisions; and
assisting members with activities involving the protection of legal rights.
The Membership and Rights Committee shall be chaired by a chairperson appointed by the Board of Directors.
SECTION 4. OTHER COMMITTEES
The Organization will have such other committees, including, without limitation, a career-development committee (including academic, workplace industrial, and entrepreneurship), a youth and networking committee, and a public-relations/communications committee, as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees will act in an advisory capacity only to the Board of Directors.
SECTION 5. MEETINGS AND ACTIONS OF COMMITTEES
Meetings and actions of committees will be governed by, noticed, held, and taken, in accordance with the provisions of these By-laws concerning meetings and actions of the Board of Directors, as if such committee was the Board of Directors.
ARTICLE 5. OFFICERS
SECTION 1. DEFINITION
The Organization’s officers will be the President and one or more vice presidents, a secretary (the “Secretary”), who will be designated as the Organization’s clerk, and a treasurer (the “Treasurer,” and, collectively with the foregoing officers, the “Officers”). Neither the Secretary, nor the Treasurer, may simultaneously serve as the President or Chairperson, and the President may not simultaneously serve as the Chairperson and vice versa.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any registered member in good standing who has served as an Officer other than the President for at least one (1) year, will be thereafter eligible to be elected and serve as the President. Any registered member in good standing may serve as an Officer other than the President. The President will be elected biennially at the Annual Membership Meeting. The President may serve in such office continuously for up to two (2) consecutive two (2)-year terms. Other Officers will be nominated by the elected President and approved by the Board of Directors. An Officer will hold office until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death.
SECTION 3. REMOVAL AND RESIGNATION
An Officer may be removed at any time for cause. If it is proposed that the President be removed, the Board of Directors shall convene a Special Membership Meeting for the purposes of the members voting on the removal of the President and, if necessary, the election of a new President. If it is proposed that an Officer other than the President be removed, then the Board of Directors shall convene a meeting thereof for the purposes of the Directors voting on the removal of such Officer and, if necessary, the election of a replacement for such Officer. Any Officer may resign at any time by giving written notice to the President (or, if the President is resigning, then to the Chairperson). The President may not resign from such position if he or she has served for less than one (1) year.
SECTION 4. DUTIES OF PRESIDENT
The President will be the chief executive officer of the Organization, and shall, subject to the control of the Board of Directors,
supervise and control the affairs of the Organization and the activities of the other Officers;
perform all duties incident to his or her office, and such other duties as may be required by applicable law or by these By-laws, or which may be prescribed from time to time by the Board of Directors;
except as otherwise expressly provided by applicable law or by these By-laws, in the name of the Organization, execute such contracts, checks, or other instruments, which may, from time to time, be authorized by the Board of Directors; and
present an Annual Report, including a section providing a financial report, of the Organization at each Annual Membership Meeting.
SECTION 5. DUTIES OF VICE PRESIDENTS
Vice Presidents shall assist the President in the performance of his or her duties. In the absence of the President, or in the event of his or her inability or refusal to act, a Vice President designated by the President or the Board of Directors shall perform all the duties of the President, and when so acting will have all the powers of, and be subject to all the restrictions on, the President.
SECTION 6. DUTIES OF SECRETARY
The Secretary shall
certify and keep at the principal office of the Organization the original, or a copy, of the Organization’s articles of organization and these By-laws, as amended or otherwise altered to date;
keep at the principal office of the Organization or at such other place as the Board of Directors may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of the Organization’s members, recording the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof; and
serve as custodian of the records and of the seal of the Organization, and see that the seal is affixed, as necessary, to all duly executed documents.
SECTION 7. DUTIES OF TREASURER
The Treasurer shall
have charge and custody of, and be responsible for, all funds and securities of the Organization, and deposit all such funds in the name of the Organization in such banks, trust companies, or other depositories, as the Board of Directors shall select;
receive, and give receipt for, monies paid to the Organization from any source whatsoever;
disburse, or cause to be disbursed, the funds of the Organization, as may be directed by the Board of Directors, taking proper vouchers for such disbursements;
keep and maintain adequate and correct accounts of the Organization’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses; and
prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
SECTION 8. COMPENSATION
Officers will serve without compensation, except that they will be allowed reimbursement of reasonable expenses incurred in the performance of their regular duties, as specified in this Article 5.
ARTICLE 6. EXECUTION OF INSTRUMENTS; DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these By-laws, may, by resolution, authorize any Officer or agent of the Organization to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the Organization. Unless so authorized, no Officer, agent, or employee, will have any power or authority to bind the Organization by any contract or engagement, or to pledge its credit, or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by applicable law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Organization, will be signed by the Treasurer and countersigned by the President.
SECTION 3. DEPOSITS
All funds of the Organization will be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories, as the Board of Directors shall select.
ARTICLE 7. CORPORATE RECORDS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The Organization shall keep at its principal office
a. minutes of all meetings of Directors, committees of the Board of Directors, and members of the Organization, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, the names of those present, and the proceedings thereof;
b. adequate and correct books and records of account, including accounts of its properties and business transactions, and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; and
c. a copy of the Organization’s articles of organization and these By-laws, as amended to date.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and, at will, alter, a corporate seal. Such seal will be kept at the principal office of the Organization. Failure to affix the seal to corporate instruments, however, will not affect the validity of any such instrument.
SECTION 3. MEMBERS’ INSPECTION RIGHTS
Every registered member in good standing will have the absolute right, at any reasonable time, to inspect and copy all books, records, and documents, of every kind, and to inspect the physical properties of the Organization.
ARTICLE 8. INDEMNIFICATION
SECTION 1. INDEMNIFICATION
To the fullest extent permitted by applicable law, the Organization (a) shall 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, including an action by or in the right of the Organization to procure a judgment in its favor, by reason of the fact that he or she is or was a Director or Officer, or is or was serving at the Organization’s request as a director, officer, employee, or agent of another entity, and (b) 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, including an action by or in the right of the Organization to procure a judgment in its favor, by reason of the fact that he or she is or was an employee or other agent of the Organization; against all judgments, fines, penalties, amounts paid in settlement, excise taxes, costs, charges, and expenses (including attorneys’ fees), 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 Organization’s best interests, 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, will not, of itself, create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the Organization’s best interests, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
SECTION 2. Payment of Expenses in Advance
The Organization shall pay the expenses incurred in defending any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including an action by or in the right of the Organization to procure a judgment in its favor, by a person entitled to indemnification pursuant to Section 1 of this Article 8 above, in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Organization as authorized in this Article 8.
SECTION 3. Continuation of Indemnification and Advancement of Expenses
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 8, will, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to serve in the position for which he or she was eligible for indemnification, and will inure to the benefit of the heirs, executors, personal representatives, and administrators of such person.
SECTION 4. Indemnity Not Exclusive
The rights provided by or granted pursuant to this Article 8 may not be deemed to be exclusive or in limitation of any other rights or protections to which such person may be entitled, whether by agreement, statute, or otherwise.
SECTION 5. Savings Clause
If this Article 8 or any portion of it is invalidated or rendered illegal or unenforceable, on any ground by any court of competent jurisdiction, then the Organization (a) shall nevertheless 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, including an action by or in the right of the Organization to procure a judgment in its favor, by reason of the fact that he or she is or was a Director or Officer, or is or was serving at the Organization’s request as a director, officer, employee, or agent of another entity, and (b) may nevertheless 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, including an action by or in the right of the Organization to procure a judgment in its favor, by reason of the fact that he or she is or was an employee or other agent of the Organization; against all judgments, fines, penalties, amounts paid in settlement, excise taxes, costs, charges, and expenses (including attorneys’ fees), reasonably incurred by him or her in connection with such action, suit, proceeding, to the fullest extent permitted by any applicable portion of this Article 8 that has not been invalidated or by applicable law.
SECTION 6. Insurance
The Organization will have the power to purchase and maintain insurance for any individual who may be entitled to indemnification pursuant to Section 1 of this Article 8 above. In addition, except as may be otherwise provided by applicable law, the Organization may also purchase and maintain insurance for any other agent of the Organization against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Organization would have the power to indemnify such agent against such liability under applicable law, the Articles of Organization, or these By-laws.
ARTICLE 9. CONFLICT-OF-INTEREST POLICY
The conflict-of-interest policy set forth on Schedule ‘A’ hereto and consisting of three (3) pages, will be the policy of this Organization as set forth therein.
ARTICLE 10. INTERPRETATION AND AMENDMENT OF BY-LAWS
SECTION 1. INTERPRETATION
The interpretation of these By-laws is the privilege of the Board of Directors, unless a majority of the registered members in good standing overrules the Board of Directors. Any determination that any provision of these By-laws is, for any reason, inapplicable, illegal, invalid, unenforceable, or ineffective, will not affect or invalidate any other provision of these By-laws. For purposes of these By-laws, (a) any reference in these By-laws to gender includes the neuter and all genders, and words imparting the singular number only include the plural and vice versa; (b) the word “including” and any variation thereof, is deemed to be followed by the words “without limitation,” and is not to be interpreted or construed to limit any general statement that it follows, to the specific or similar, items or matters, immediately following it; and (c) the word “any” means “any and all.”
SECTION 2. AMENDMENT
These By-laws may be altered, amended, or repealed, by approval of (i) two-thirds (⅔) of the Board of Directors, or (ii) a majority of the registered members in good standing.
Schedule ‘A’
Conflict-of-Interest Policy
Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (the “Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization, or might result in a possible excess-benefit transaction. This policy is intended to supplement, but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
Interested Person
Any director, principal officer, or member of a committee with governing-board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family,
an ownership or investment interest in any entity with which the Organization has a transaction or arrangement;
a compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or
a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article Ill, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III
Procedures
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing-board-delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the governing board or committee meeting, while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, then the governing board or committee shall determine, by a majority vote of the disinterested directors or committee members, whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict-of-Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the governing board and all committees with board-delegated powers must contain
the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest, in fact, existed; and
the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V
Compensation
A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services, is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services, is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI
Annual Statements
Each director, principal officer, and member of a committee with governing-board-delegated powers, shall annually sign a statement that affirms such person
has received a copy of the conflict-of-interest policy;
has read and understands the policy;
has agreed to comply with the policy; and
understands the Organization is charitable, and in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
Article VII
Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes, and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews will be conducted. The periodic reviews will, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations, conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess-benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisers. If outside experts are used, then their use will not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Approved on the annual meeting on 11/05/2023.