SKI AND BOARD CLUB AT STRATTON, INC.
BYLAWS
TABLE OF CONTENTS
BYLAWS.................................................. 5
OFFICES................................................. 5
Registered Office.................................. 5
Principal Office................................... 5
Other Offices...................................... 5
PURPOSES................................................ 5
Statement of Purposes.............................. 5
Cooperation with other Organizations............... 6
Tax Exempt Social Club............................. 6
MEMBERS................................................. 6
Membership......................................... 6
Member voting...................................... 6
Annual Meetings.................................... 7
Meeting Agenda..................................... 7
Special Meetings................................... 7
Notice of Meeting.................................. 7
Quorum............................................. 8
Removal............................................ 8
BOARD OF DIRECTORS...................................... 8
General Powers..................................... 8
Number, Qualification, and Term of Office.......... 9
Quorum and Manner of Acting....................... 10
Participation..................................... 10
Offices; Places of Meetings....................... 10
Regular Meetings.................................. 10
Special Meetings; Notice.......................... 10
Organization...................................... 10
Order of Business................................. 11
Resignation....................................... 11
Vacancies......................................... 11
Remuneration...................................... 11
COMMITTEES............................................. 11
Designation....................................... 11
Executive Committee............................... 12
Standing Committees............................... 12
Special Committees................................ 12
Nominating Committee.............................. 12
Committee Membership.............................. 13
GENERAL STANDARDS OF CONDUCT FOR DIRECTORS............. 13
Performance of Duties............................. 13
Reliance on Others................................ 13
Contrary Knowledge................................ 13
Compliance as Defense............................. 14
Director not Trustee.............................. 14
Director conflict of interest..................... 14
Loans to or Guaranties for a Director or Officer.. 15
ACTION BY CONSENT...................................... 15
OFFICERS............................................... 16
Number............................................ 16
Election and Term of Office....................... 16
Subordinate Officers.............................. 16
Removal........................................... 16
Resignation....................................... 16
Vacancies......................................... 17
President......................................... 17
Vice President.................................... 17
The Treasurer..................................... 17
The Secretary..................................... 17
Standards of conduct for officers................. 18
Reliance on Others................................ 18
Good Faith........................................ 18
Compliance as Defense............................. 18
CONTRACTS, LOANS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC... 19
Execution of Contracts............................ 19
Loans............................................. 19
Investments....................................... 19
Checks, Drafts, etc............................... 19
Bank and Custodial Accounts....................... 19
BOOKS AND RECORDS...................................... 20
Location.......................................... 20
Record Date....................................... 20
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEE... 20
Mandatory......................................... 20
Discretionary..................................... 20
Employee Benefit Plan............................. 21
Termination of Proceeding as Determination........ 21
Indemnity Prohibited.............................. 21
Certain Indemnification Limited................... 21
Advance Payment................................... 21
Determination and Authorization of Indemnification 22
SEAL................................................... 23
FISCAL YEAR............................................ 23
AMENDMENTS............................................. 23
MISCELLANEOUS.......................................... 24
Repayment of Disallowed Payments.................. 24
Bylaw Exceptions.................................. 24
SKI & BOARD CLUB AT STRATTON, INC.
BYLAWS
1 ARTICLE
OFFICES
1.1 Registered Office. The registered office of this Corporation (the “Corporation” or “Club”), in the State of Vermont shall be at WINHALL REAL ESTATE, ROUTE 30, BONDVILLE, VT.
1.2 Principal Office. The
principal office of this Corporation, in the State of
1.3 Other Offices. The
Corporation may also have an office or offices at such other place or places
within or without the State of
2 ARTICLE
PURPOSES
2.1 Statement of Purposes. The purposes of the Club shall include:
2.1.1 Support of continued improvement
to skiing and boarding facilities at
2.1.2 Promotion of harmony,
cooperation, and safety in the conduct of skiing, boarding and related activities
at
2.1.3 Support and encouragement
of junior competitive skiing and boarding programs at
2.1.4 Facilitation and encouragement of personal contacts and fellowship by providing social activities for the Club members.
2.2 Cooperation with other Organizations. To achieve the purposes of the Club, the Club and its members shall cooperate with the Stratton Corporation, the Stratton Mountain School, the United States Ski Association (USSA), the Vermont Amateur Racing Association (VARA), and other organizations whose purposes and programs will further the purposes of the Club.
2.3 Tax Exempt Social Club. The Corporation has been formed and shall be operated to qualify as exempt from federal income taxation pursuant to Internal Revenue Code §501 (c)(7) as a club organized for pleasure, recreation and other nonprofitable purposes, and these bylaws shall be construed so as to further such purpose and to prohibit activities and conduct that would jeopardize or preclude such qualification.
MEMBERS
3.1 Membership. There shall be four classes of membership: Family, Adult, Junior, and Social.
3.1.1 . A Family membership shall mean either or both adult household partners (which shall include spouses, civil union partners, or other pairs of adult domestic partners), their minor children, and dependent children who are full time undergraduate students under age 24;
3.1.2 An Adult membership shall mean one person of majority age except that household partners may pay the fees and dues applicable to a single adult membership;
3.1.3 A Junior membership shall mean one person of minority age enrolled in a junior competitive ski or board program at Stratton Mountain Ski Area, or who, outside the time of operation of such programs, remains qualified for enrollment; and
3.1.4 A Social membership shall mean household partners and their dependent minor children whose membership privileges are limited to use of Club facilities on non-holiday weekdays and attendance at Club social events.
3.2 Member voting. Each adult member of a Family or Adult membership (excluding a dependent undergraduate child) shall have one vote. Junior members and Social members shall have no votes. Roberts Rules of Order, as revised from time to time, or as modified by the Board of Directors, shall govern the conduct of the members’ meetings for matters not addressed by these Bylaws.
3.3 Annual Meetings. The annual meeting of members, for the presentation of the annual report of the Corporation, the election of officers, and for the general conduct of Club business shall be held at the principal office of the Corporation or at such other place as the Board of Directors shall designate in Windham County, Vermont, not later than April 30 each calendar year. Unless one-third or more of the voting power of the Corporation is present in person or by proxy, the only matters that may be voted on at an annual meeting are those matters that are described in the meeting notice.
3.4 Meeting Agenda. The following matters shall be addressed at each annual meeting:
3.4.1 Approval of minutes of last annual meeting;
3.4.2 Approval of Treasurer’s report;
3.4.3 Reports of Standing Committees on Clubroom, Finance, Freestyle, Racing, Boarding, and Social; and
3.4.4 Report of the Nominating Committee and election of Officers, when due.
3.5 Special Meetings. Special
meetings of the members may be called at any time (1) by the President (or a
Vice President acting for the President) or (2) by the Board of Directors, and
shall be called by the Secretary upon written request of FIVE PERCENT or more
of the voting members. A special meeting of members shall be held at the principal
office of the Corporation, or at such other place within or without the State
of
3.6 Notice of Meeting.
3.6.1 Annual. Written or printed notice stating the place, day and hour of the annual meeting, the required agenda matters and any additional matters to be addressed, shall be given to each member.
3.6.2 Special. Written or printed notice stating the place, day, hour and purpose of a special meeting shall be given to each member.
3.6.3 Time and Manner of Notice. Notices of meetings of the members shall be given not fewer than TEN, and not more than SIXTY, days before the meeting by U.S. Mail, first class, postage prepaid. To reduce costs of operation, members are encouraged to permit (by a written waiver) notice to them by less expensive means and members will be asked to provide email addresses or to accept posting on the notice board in the Corporation’s principal office as sufficient and binding notice and thereby to waive other notice. When given, permission to use alternative means of notice shall be binding until a member in writing revokes or changes such permission. Any member with actual notice of a meeting date, received at least TEN and not more than SIXTY days prior to the meeting, shall be deemed to have sufficient and binding notice.
3.6.4 Attendance. Attendance at a meeting, except for the announced purpose of objecting to the adequacy of notice, shall constitute waiver of notice of such meeting, either for its conduct generally or for a special meeting, as to the adequacy of the statement of the purpose of the meeting.
3.7 Quorum. A quorum of members shall be those in attendance at a meeting.
3.8 Removal. A member who is delinquent in the payment of membership dues or assessments, after notice of nonpayment and ten days opportunity to make payment in full, or who repeatedly violates one or more of the Rules and Regulations of the Club may have his or her membership privileges suspended or terminated by the Board of Directors, after written notice and an opportunity to be heard.
4 ARTICLE
BOARD OF DIRECTORS
4.1 General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, including:
4.1.1 Reviewing and adopting or rejecting plans of the Standing Committees;
4.1.2 Setting the dates for meetings of the Board and the members;
4.1.3 Establishing such special committees as they shall deem appropriate;
4.1.4 Approving individual expenditures of more than $500; and
4.1.5 Reviewing and approving for submission to the members the annual budget proposed by the Finance Committee.
The Board may exercise all powers possessed by the Corporation and may delegate such powers as the law permits to be delegated.
4.2 Number, Qualification, and Term of Office.
4.2.1 The number of directors of this Corporation which shall constitute the whole Board of Directors shall be the number of different individuals serving as officers of the Corporation from time to time plus the number of Standing Committee chairs serving from time to time, but in any event there shall be not fewer than three directors. Those individuals serving as Officers or Standing Committee chairs shall comprise the Board of Directors.
4.2.2 Directors must be members.
4.2.3 Each director shall hold office for the term of the Office or Standing Committee chair position by which the director shall be designated and until the director's successor shall have been duly elected and qualified, or until the director's death or resignation.
4.2.4 There shall be up to six ex-officio Advisory (nonvoting) Directors: one appointed by and to represent, respectively, each of Stratton Corporation (as the operator of Stratton Mountain Ski Area), Stratton Mountain School, and Stratton Ski School; and past presidents of the Corporation for the three consecutive years, respectively, next following the expiration of their terms of office.
4.3 Quorum and Manner of Acting. A majority of the directors fixed by the bylaws shall constitute a quorum for the transaction of business at any meeting and the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
4.4 Participation. Members of the board of directors may participate in a meeting of the board or committee by any means of communication, including conference telephone, by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.
4.5 Offices; Places of Meetings.
The Board of Directors may hold regular and special meetings at such place or
places within or without the State of
4.6 Regular Meetings. The Board of Directors shall meet three or more times per year, in January, March, and November, and at such other times as they shall determine. Unless otherwise determined by the Board, the Directors shall meet at the principal office of the corporation.
4.7 Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the President or by any two directors. Written notice of the date, time and place of the meetings of the Board of Directors shall be delivered personally or sent by mail or by other form of written communication, to each director, at least two days before the meeting. Each such notice shall state the time and place of the meeting but need not state the purpose. Attendance at a meeting of the Board shall constitute waiver of other or further notice unless the stated purpose of attendance shall be to object to the adequacy of notice.
4.8 Organization. At each meeting of the Board of Directors, the President or if absent, a Vice President, shall act as Chair. The Secretary or in the absence of the Secretary, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the Chair shall appoint, shall act as secretary of such meeting and keep the minutes.
4.9 Order of Business. At all meetings of the Board of Directors, business shall be transacted in the order determined by the Board.
4.10 Resignation. Any director may resign at any time by giving written notice of resignation to the Board of Directors, the President, or the Secretary. Such resignation shall take effect when it is received or at any later time specified therein; acceptance of a resignation shall not be necessary to make it effective unless that is a condition of the resignation.
4.11 Vacancies. Any vacancy in the Board of Directors may be filled on an interim basis by a majority of the remaining directors or a sole remaining director (including any director who has submitted a resignation which is to be effective at a later time), although less than a quorum, until such vacancy shall be filled by action of the members at a regular or special meeting. Each director so elected by the members shall hold office for the unexpired term of the director succeeded and until a successor is elected and qualified. If the Board of Directors accepts the resignation of a director tendered to take effect at a later time, the Board may elect a successor to take office when the resignation becomes effective.
4.12 Remuneration. Directors
and members of any committee shall be reimbursed for expenses of attendance
at meetings for such items and in such amounts as may be determined from time
to time by the Board of Directors. They shall not be reimbursed for the expenses
of travel to
5 ARTICLE
COMMITTEES
5.1 Designation. The Officers of the Corporation shall comprise the executive committee; the President, with the approval of a majority of other officers (of offices held by different individuals), shall appoint the chairs of Standing Committees; and the Board may establish one or more other committees, each such committee to consist of two or more members of the Corporation with a chair appointed by the President. Special committees shall report through their chairs to the Second Vice President. The authority of each committee, including Standing Committees, shall be to address the subject matter of their committee assignment and report to the Board, the membership, or the Second Vice President (for special committees).
5.2 Executive Committee. The Executive Committee shall serve in place of the Board between meetings of the Board, but shall not have the authority:
5.2.1 to amend, alter or repeal bylaws;
5.2.2 to elect, appoint, or remove any member of the committee or any director or officer of the Corporation;
5.2.3 to amend or restate the articles of incorporation, or to adopt a plan of merger or consolidation with another corporation;
5.2.4 to authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation;
5.2.5 to authorize the voluntary dissolution of the Corporation or to revoke proceedings therefor;
5.2.6 to adopt a plan for the distribution of the assets of the Corporation; or
5.2.7 to amend, alter or repeal any resolution of the board of directors.
5.3 Standing Committees. There shall be six Standing Committees: Clubroom, Finance, Freestyle, Racing, Boarding, and Social, and each Standing Committee Chair shall serve for a term of one year.
5.4 Special Committees. Special committees shall be established for such purposes, with such members, for such duration, and with such powers as the Board of Directors shall determine.
5.5 Nominating Committee. The Nominating Committee shall consist of five members appointed by the President; the President shall endeavor to select such members from a broad section of the Club’s membership but the constituency of the Nominating Committee shall not be the basis for any challenge to the committee members so appointed. Each member of the Nominating Committee shall serve a one or two-year term as determined by the President but the term of each Nominating Committee member shall not extend beyond the term of the President who appointed such member. The Nominating Committee shall nominate only one individual for each available position.
5.6 Committee Membership. Each committee shall consist of interested members.
6 ARTICLE
GENERAL STANDARDS OF CONDUCT FOR DIRECTORS
6.1 Performance of Duties. A director shall discharge his or her duties as a director, including the director's duties as a member of a committee:
6.1.1 in good faith;
6.1.2 with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
6.1.3 in a manner the director reasonably believes to be in the best interests of the corporation.
6.2 Reliance on Others. In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
6.2.1 one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
6.2.2 legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
6.2.3 a committee of the board of directors of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
6.3 Contrary Knowledge. A director is not acting in good faith if the director has knowledge or a substantial reason for belief, concerning the matter in question, that makes unwarranted the reliance otherwise permitted by this section.
6.4 Compliance as Defense. A director is not liable for the performance of the duties of his or her office if the director acted in compliance with this article.
6.5 Director not Trustee. A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.
6.6 Director conflict of interest. A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved as provided in this section.
6.6.1 A transaction in which a director has a conflict of interest may be approved if:
(1) the material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board and the board or committee of the board authorized, approved, or ratified the transaction; or
(2) the material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction.
6.6.2 For the purposes of this section, a director of the corporation has an indirect interest in a transaction if:
(1) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or
(2) another entity of which the director is a director, officer, or trustee is a party to the transaction.
6.6.3 For purposes of section 6.6.1, a conflict of interest transaction is authorized, approved, or ratified, if it receives the affirmative vote of a majority of the directors on the board or on the committee, who have no direct or indirect interest in the transaction, but a transaction may not be so authorized, approved, or ratified by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking such action. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action so taken if the transaction is otherwise approved as provided in this section.
6.6.4 For purposes of this section, a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction. The vote of these members, however, is counted in determining whether a transaction is approved in other circumstances. A majority of the voting power, whether or not present, that is entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.
6.7 Loans to or Guaranties for a Director or Officer. A corporation may not lend money to or guaranty performance or payment of the obligation of a director or officer of the corporation. The fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan.
7 ARTICLE
ACTION BY CONSENT
Any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee may be taken without a meeting if all members of the Board or the Committee shall individually or collectively consent in writing to such action, and such written consent or consents shall be filed with the minutes of the proceedings of the Board or Committee.
8 ARTICLE
OFFICERS
8.1 Number. The principal officers of the Corporation (the “Officers”) shall be a President, First and Second Vice Presidents, a Treasurer, and a Secretary. Any two or more offices, except those of President and Secretary, may be held by the same person.
8.2 Election and Term of Office. The officers of the Corporation, except subordinate officers, shall be elected at the annual meeting of the members coinciding with the expiration of the officers’ terms of office. The Nominating Committee shall submit a slate of nominees for positions to be filled, with one nomination for each vacancy. Nominations may be submitted by the members, delivered to the Secretary not fewer than ten and not more than thirty days before the annual meeting, each submission to be supported by the signatures of twenty-five or more adult members. Each officer, except subordinate officers, shall hold office for a two-year term and until a successor shall have been duly elected and qualified, or until death, resignation or removal.
8.3 Subordinate Officers. In addition to the principal Officers specified in these bylaws, the Corporation may have such other officers, agents, and employees as the Board of Directors may deem necessary, including one or more Assistant Treasurers, and one or more Assistant Secretaries, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may from time to time determine. Unless otherwise provided, such officers shall hold office until the next annual meeting of the directors.
8.4 Removal. Any officer or agent may be removed, with or without cause, by action of the members at a regular or special meeting. A subordinate officer may be removed without or without cause at any time by action of the Board of Directors.
8.5 Resignation. Any officer may resign at any time by giving written notice of resignation to the Board of Directors, the President or Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified in the resignation, the acceptance of the resignation shall not be necessary to make it effective.
8.6 Vacancies. A vacancy in any office shall be filled for the unexpired portion of the term by the Board of Directors.
8.7 President. The President shall be the chief executive officer of the Corporation; shall preside at meetings of the Board of Directors and of the members at which he is present; shall be a member ex officio of all Standing Committees and Special Committees; and shall have authority to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation unless the Board of Directors designates another agent for such purposes with exclusive authority to act for the Corporation.
8.8 Vice President. The Vice Presidents, in the order of their designation, shall act for the President during any absence of the President and the Vice Presidents shall have such powers and perform such duties as shall, from time to time, be assigned by the Board of Directors, or the President.
8.8.1 The First Vice President
shall be responsible for relations between the Club, Stratton Corporation, including
the director of the
8.8.2 The Second Vice President shall coordinate the activities of all Special Committees.
8.9 The Treasurer. Except as otherwise provided, the Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit or cause to be deposited all such funds in the name of the Corporation in such banks, trust companies, and other depositories as shall be selected by the Board of Directors; shall render to the Board of Directors, whenever the Board may require, a report of all transactions as Treasurer; and in general, shall perform all duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned by the Board of Directors, or the President.
8.10 The Secretary. The Secretary shall record all votes and proceedings of the Board of Directors; shall have the custody of the corporate seal and of the corporate records and shall keep such records within the State of Vermont; shall keep a record book, which shall always be available for the inspection of the members, containing the names of the members, their addresses; shall procure and file in the Secretary's office, certified copies of all papers required to be filed with the Secretary of State of the State of Vermont, except the periodic reports required by Sections 2701 and 2702 of Title 11 of the laws of the State of Vermont; and in general shall perform all duties as may, from time to time, be assigned by the Board of Directors, or the President.
8.11 Standards of conduct for officers. An officer with discretionary authority shall discharge his or her duties under that authority:
8.11.1 in good faith;
8.11.2 with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
8.11.3 in a manner the officer reasonably believes to be in the best interests of the corporation and its members.
8.12 Reliance on Others. In discharging his or her duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
8.12.1 one or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented; or
8.12.2 legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
8.13 Good Faith. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes unwarranted the reliance otherwise permitted by section 8.12 , or has a substantial reason to believe reliance is unwarranted.
8.14 Compliance as Defense. An officer shall not be liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this Article.
9 ARTICLE
CONTRACTS, LOANS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
9.1 Execution of Contracts. The Board of Directors may authorize any officer or officers or other person or persons to enter into any contract or execute and deliver any instrument, in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances, and unless so authorized by the Board of Directors or by the provisions of these bylaws, no officer or other person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.
9.2 Loans. No loan shall be contracted on behalf of the Corporation, and no negotiable papers shall be issued in its name, except by such officer or officers or other person or persons as may be designated by the Board of Directors from time to time.
9.3 Investments. No investment shall be made on behalf of the Corporation, no securities or real estate shall be purchased in its name, and no rules or regulations with respect to investments shall be made or changed, except by such officer or officers or other person or persons as may be designated by the Board of Directors from time to time.
9.4 Checks, Drafts, etc. All checks, drafts, bills of exchange, and other orders for the payment of money, letters of credit, acceptances, obligations, notes and other evidences of indebtedness of the Corporation shall be signed or indorsed by such officer or officers or other person or persons as may be designated by the Board of Directors from time to time.
9.5 Bank and Custodial Accounts. The Board of Directors may from time to time authorize the opening and maintenance of general and special bank and custodial accounts with such banks, trust companies, and other financial institutions as it may select as depositories for the funds of the Corporation or as custodians or depositories for securities held or owned by the Corporation, or both. The Board of Directors may make, and may change from time to time, rules, regulations, and agreements applicable to such accounts, including, but without limitation, rules, regulations, and agreements with respect to the use of facsimile and printed signatures. The Board of Directors may from time to time withdraw funds or securities from, or take other action with respect to, or terminate, any of the bank and custodial accounts of the Corporation and take action with respect to funds or securities on deposit, or required to be on deposit, with, or under the jurisdiction of, governmental agencies or authorities. Any of such powers of the Board of Directors with respect to bank and custodial accounts, or funds or securities, may be delegated by the Board of Directors to any officer or officers or other person or persons as may be designated by the Board of Directors.
10 ARTICLE
BOOKS AND RECORDS
10.1 Location. The books and records of the Corporation, including a record of its members, shall be kept at its principal place of business, or at such other locations, temporarily or permanently, as the Board shall determine.
10.2 Record Date. The record
date for determination of members entitled to notice of a meeting of members
shall be
11 ARTICLE
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEE
11.1 Mandatory. The Corporation shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was a party because he or she is or was a director or officer of the corporation, against reasonable expenses, reasonably incurred by the director or officer in connection with the proceeding.
11.2 Discretionary. The Corporation shall indemnify each individual made a party to a proceeding because the individual is or was a director or officer of the Corporation, against liability incurred in the proceeding if the individual:
11.2.1 conducted himself or herself in good faith; and
11.2.2 reasonably believed:
(1) in the case of conduct in his or her official capacity with the corporation, that the conduct was in corporation’s best interests; and
(2) in all other cases, that his or her conduct was not in opposition to the corporation's best interests; and
11.2.3 in the case of any proceeding brought by a governmental entity, the individual had no reasonable cause to believe his or her conduct was unlawful, and the individual shall not finally be found to have engaged in a reckless or intentional criminal act.
11.3 Employee Benefit Plan. An individual’s conduct with respect to an employee benefit plan for a purpose the individual reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subdivision 11.2.2(2) of this section.
11.4 Termination of Proceeding as Determination. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer did not meet the standard of conduct described in section 11.2.
11.5 Indemnity Prohibited. The corporation shall not indemnify an individual:
11.5.1 in connection with a proceeding by or in the right of the corporation in which the individual was adjudged liable to the corporation; or
11.5.2 in connection with any other proceeding charging improper personal benefit to the individual, whether or not involving action in his or her official capacity, in which the individual was adjudged liable on the basis that personal benefit was improperly received by the individual.
11.6 Certain Indemnification Limited. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
11.7 Advance Payment. A corporation may pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if:
11.7.1 the director or officer furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section 11.2.2;
11.7.2 the director or officer furnishes the corporation a written undertaking, executed personally or on the director or officer's behalf, to repay the advance if it is ultimately determined that the director or officer did not meet the standard of conduct; and
11.7.3 a determination is made that the facts then known to those making the determination would not preclude indemnification under article.
11.7.4 The undertaking required by this Article must be an unlimited general obligation of the director or officer but need not be secured and may be accepted without reference to financial ability to make repayment.
11.8 Determination and Authorization of Indemnification. Except as provided for mandatory indemnification, a corporation may not indemnify a director prior to the final resolution of a proceeding, whether by judgment, order, settlement, conviction, plea, or otherwise, and unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct as set forth in this Article. The determination shall be made:
11.8.1 by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
11.8.2 if such a quorum cannot be obtained, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;
11.8.3 by special legal counsel:
(1) selected by the board of directors or its committee in the manner prescribed in section 11.8.1 or 11.8.2; or
(2) if a quorum of the board cannot be obtained under section 11.8.1 and a committee cannot be designated under section 11.8.2, selected by majority vote of the full board in which selections directors who are parties may participate; or
(3) by the members, but directors who are at the time parties to the proceeding may not vote on the determination.
11.8.4 Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if such determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled to select counsel.
12 ARTICLE
SEAL
The Board of Directors may, by resolution, provide that the Corporation shall have a corporate seal and may alter the same from time to time. The Corporation may use such seal by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
13 ARTICLE
FISCAL YEAR
The fiscal year of the Corporation shall be closed in each year on August 31. All books, records and tax returns shall be kept and made in accordance with said fiscal year.
14 ARTICLE
AMENDMENTS
The initial bylaws of the Corporation shall be adopted by the Board of Directors and may be amended or repealed by vote of the Board of Directors or the members, except that any amendment to the bylaws adopted by action of the members may only be amended or repealed by the members.
15 ARTICLE
MISCELLANEOUS
15.1 Repayment of Disallowed Payments. Salary or other payments made to an officer of the Corporation that shall be disallowed in whole or in part for Federal tax purposes, shall be reimbursed by such officer to the Corporation to the full extent of the disallowance. It shall be the duty of the Board of Directors to enforce repayment of each such amount disallowed.
15.2 Bylaw Exceptions. Each and every bylaw shall be deemed to contain the following sentence, and shall be construed accordingly:
This bylaw shall not be effective or in force
to the extent prohibited, restricted or modified by the laws and pertinent regulations
of (1) the
Adopted
to be effective
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SECRETARY