MAUI FILIPINO CHAMBER OF COMMERCE
Section 1.1. Name. MAUI FILIPINO CHAMBER OF COMMERCE is a nonprofit Hawaii corporation. In these Bylaws, MAUI FILIPINO CHAMBER OF COMMERCE is called the “Corporation.”
Section 1.2. Location. The principal or registered office of the Corporation shall be in the County of Maui, State of Hawaii. The Corporation may have other offices within the State of Hawaii as the Board of Directors may determine, or as the affairs of the Corporation may require from time to time.
Section 1.3 Purpose of Bylaws. These Bylaws are adopted pursuant to Section 414D-187, Hawaii Revised Statutes. These Bylaws are the bylaws of the Corporation and of the Board of Directors. In the event of any conflict between these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall govern.
Section 1.4. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January in each year.
Section 1.5. Seal. The Corporation shall have a seal which shall have the words “MAUI FILIPINO CHAMBER OF COMMERCE”, “STATE OF HAWAII”, and the date of incorporation. The seal shall be of such form as the Board of Directors may determine from time to time.
Section 1.6. Books and Corporate Records. The Corporation shall keep accurate and complete books and records of account and shall keep and maintain at its principal office, or such other place as its Board of Directors may order, minutes of all meetings of the membership, Board of Directors, committees, and any other documents required by law.
Section 1.7. Inspection of Books and Corporate Records. The Articles of Incorporation’ these Bylaws; the books and records of account; the minutes of proceedings of the membership, Board of Directors, and committees; and any other documents required by law; shall be open to inspection upon the demand of any Member, at any reasonable time. Such inspection may be made in person or by an agent or attorney, and shall include the right to make copies. Demand for inspection may be made upon the President or Secretary of the Corporation.
Section 2.1. Definitions. In these Bylaws, unless the context otherwise requires, the term:
“Articles of Incorporation” means the Articles of Incorporation, originally issued on December 13, 1994, as amended from time to time.
“Board” means the board of directors of the Corporation.
“Bylaws” means these Bylaws as amended from time to time.
Section 2.2. Number. In these Bylaws, unless the context otherwise requires, the singular shall mean the plural and the plural shall mean the singular.
The purposes of the Corporation are to:
(a) promote, represent and advocate the interests of the business community in the County of Maui;
(b) promote participation in the business community by those engaged in business, agriculture, industry, commerce, or profession;
(c) facilitate the exchange of business and broaden opportunities for businesses;
(d) foster the exchange of ideas and information among and between its members and other members of the business community;
(e) encourage and promote the professional growth of its membership;
(f) receive grants, subsidies and gifts to be utilized in carrying out the above described purposes;
(g) solicit and accept public and private contributions and bequests to be used without personal gain or profit to any Director or officer of the Corporation in carrying out the Corporation’s purposes;
(h) act as trustee under any trust or fiduciary relationship incidental to the principal objectives of the Corporation to the extent permissible under the laws of the State of Hawaii; and
(i) have and exercise all of the powers conferred by law on nonprofit corporations.
These activities shall be carried out to the extent and in such manner that they further business league purposes within the meaning of Section 501 (c)(6) of the Internal Revenue Code of 1986, as amended or superseded from time to time.
MEMBERS OF THE CORPORATION
Section 4.1. Eligibility.
(a) Any natural person who subscribes to the purposes of the Corporation and is actively interested in the promotion and advancement of the Filipino business community in the County of Maui, State of Hawaii, is eligible for individual membership.
(b) Any business entity, duly organized for any lawful business activity, and doing business or registered to do business in the State of Hawaii, is eligible for corporate membership.
Section 4.2. Acceptance of New Members. Each applicant for membership shall complete the written application approved by the Board and shall pay the required dues as determined by the Board. An applicant shall be accepted as a member only upon an affirmative vote of the majority of the Board.
Section 4.3. Dues. The Board shall determine the amount of annual dues. The annual dues shall be payable in advance and due on or before the first day of the month on which that member’s anniversary date falls. “Anniversary date” shall mean the month that a member was first accepted as a member.
Section 4.4. Membership Rights; Record Date. Only a member who is current in the payment of dues shall be deemed a member in good standing and entitled to all the rights and privileges of membership. A Member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the membership. October 15, immediately preceding the annual meeting, is fixed as the record date for members to be in good standing to be (1) provided notice of the annual meeting; (2) eligible to run for an officer or director position at the annual meeting; and (3) eligible to vote at the annual meeting.
Section 4.5. Termination or Suspension of Membership. The Board may terminate or suspend a member for cause. The failure to pay annual dues shall constitute cause.
Written notice of the proposed termination or suspension, with the reasons therefor, shall be sent to the last known address of the member via U.S. mail, postage prepaid, no less than fifteen (15) days before the proposed effective date of the termination or suspension. The member shall be provided an opportunity to be heard by the Board, orally or in writing, not less than five (5) days before the proposed effective date of the termination or suspension. In making its decision, the Board shall take into consideration all of the relevant facts and circumstances.
MEETINGS OF THE CORPORATION
Section 5.1. Annual Meeting. The annual meeting of the Corporation shall be held in the month of November of each year for the purposes of (1) the President and Treasurer reporting on the activities and financial condition of the Corporation; (2) the election of officers and directors; and (3) the transaction of such other business as may come before the meeting. If the election of the officers and directors at the annual meeting shall not be held on the day designated, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the Corporation as soon thereafter as may be convenient. [Amended 9/2014]
Section 5.2. Regular Meeting. A regular meeting of the Corporation shall be held during the months of February, May, and August, or as determined by the Board. [Amended 12/2013]
Section 5.3. Special Meeting. A special meeting of the Corporation may be called by the President, the Board, or not less than one-tenth (1/10) of the members having voting rights.
Section 5.4. Place of Meeting. The Board shall designate the date, time and place for annual, regular, and special meetings. If no meeting place is designated, then the place of meeting shall be the registered office of the Corporation. If all of the members shall meet at any time and place and consent to such meeting, then such meeting and any corporate action then taken shall be valid.
Section 5.5. Notice of Meetings. At the direction of the President, the Secretary, or Members calling a meeting, the notice of the meeting stating the day, time and place, shall be delivered either personally, by mail, facsimile, or e-mail (as allowed by law) to each Member entitled to vote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of such meeting. In case of a special meeting, the purpose or purposes of the meeting shall be stated in the notice. The notice of the meeting shall be deemed to be delivered when personally delivered to the Member, or deposited in the United States mail addressed and postage prepaid to the last known address of the Member, or sent by facsimile or e-mail to the last known facsimile number or e-mail address of the Member.
Section 5.6. Action Without a Meeting. Proper corporate action may be taken by either the Board or the Members without a meeting if written consent, setting forth therein the actions so taken, shall be signed by all of the Directors or Members entitled to vote, whichever the case may be. Written consents may be provided via e-mail, provided that the actual signature of the Director or Member is also transmitted via e-mail to the e-mail address designated by the Secretary or via facsimile to the facsimile number designated by the Secretary.
Section 5.7. Quorum. The physical attendance of twelve (12) Members shall constitute a quorum at a duly noticed meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice.
Section 5. 8. Voting. Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, all votes on any question shall be by voice vote and governed by the one-person one-vote principle. There shall be no voting by proxy.
THE BOARD OF DIRECTORS
Section 6.1. Number of Directors. (a) There shall be a Board of Directors of the Corporation which shall be composed of not less than three Directors to include the President, Vice-President, Secretary, Treasurer, the Immediate Past President, and eight (8) Directors. The Board may fix the exact number of directors to be elected for the ensuing year.
(b) Each Director shall give to the Secretary the mailing address, telephone number, facsimile number, and e-mail address (and any changes thereof) to which notices shall be sent to the Director. If the Secretary receives no notice of address, the address of the principal office of the Corporation shall be the Director’s address for purposes of notice.
Section 6.2. Chairperson of the Board of Directors. The President, during the term of office, shall serve as the Chairperson of the Board of Directors.
Section 6.3. Liability. No Director shall be personally liable for the debts, liabilities or obligations of the Corporation, unless the Director, unless they were grossly negligent in the performance of, or the failure to perform, his or her duties.
Section 6.4. Term of Office. The term of office for a Director shall be one year; however, a Director shall remain in office until his or her successor has been elected.
Section 6.5. Vacancies. The Board shall have power to fill vacancies occurring in the Board of Directors through any cause, until the next Annual Meeting of the Corporation, when such vacancies shall be filled by election for the unexpired term.
Section 6.6. No Compensation. Directors shall serve without compensation but shall be reimbursed for certain out-of-pocket expenses in accordance with policies set by the Board.
Section 6.7. Resignation. Any Director may resign from the Board or an office of the Corporation by giving written notice to the President or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified. The acceptance of a resignation shall not be necessary to make the resignation effective.
Section 6.8. Removal. Four (4) unexcused absences in the fiscal year shall constitute cause for removal of any Director or Officer. Excused absences include but are not limited to illness, medical emergencies and being off-island during the scheduled meeting. After the fourth unexcused absence, the Corporation shall send written notification to the last known address of the Director or Officer via United States mail, postage prepaid, and via the last known e-mail address of the Director or Officer. Within fifteen (15) days after the postmark date of the letter informing the Director or Officer of cause for his or her removal, the Director or Officer may submit in writing any justification for such absences. The Corporation must physically receive the written justification for absences within the fifteen (15) days after the postmark date of the letter notifying the Director or Officer of cause for removal. Upon the expiration of fifteen (15) days after the postmark date of the letter informing the Director or Officer of cause for his or her removal, the Board shall meet to determine, after considering all the circumstances, whether to remove the Director or Officer. A Director or Officer may be removed only if a majority of the Directors then in office vote for removal.
Section 6.9. Conflicts 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. For purposes of this Section, a Director of the Corporation has an indirect interest in a transaction if: (a) 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 (b) another entity of which the Director is a director, officer, or trustee is a party to the transaction.
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 follows:
(a) the material facts of the transaction and the Director’s interest were disclosed or known to the Board or a committee of the Board and the transaction was authorized, approved, or ratified by the Board or a committee of the Board by an affirmative vote of a majority of the Directors either on the Board or on the committee, who have no direct or indirect interest in the transaction; provided that a transaction may not be authorized, approved, or ratified under this Section by a single Director. (A majority of the Directors on the Board who have no direct or indirect interest in the transaction constitutes a quorum for the purpose of taking action under this Section.); or
(b) the material facts of the transaction and the Director’s interest were disclosed or known to the Members of the Corporation and they authorized, approved, or ratified the transaction by a majority of the votes entitled to be counted under this Section. Votes cast by or voted under the control of a Director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity in which the Director has a material interest or in which the Director is a general partner is a party to the transaction, may not be counted in a vote of Members to determine whether to authorize, approve or ratify a conflict of interest transaction. (A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this Section constitutes a quorum for the purpose of taking action under this Section.)
POWERS AND RESPONSIBILITIES OF THE BOARD
Section 7.1. General Powers. Except as herein provided, all corporate powers shall be exercised by or under the Board including the management of the Corporation’s affairs.
Section 7.2. Standards of Conduct.
(a) The members of the Board shall discharge their duties as a Director, including the duty as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the Director reasonably believes to be in the best interests of the Corporation.
(b) In discharging the Director’s 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:
(1) One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
(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
(3) A committee of the board of which the Director is not a member, as to matters within its jurisdiction, if the Director reasonably believes the committee merits confidence.
(c) A Director is not acting in good faith if the Director has knowledge concerning the matter in question that makes reliance otherwise permitted by Section 7.2 b unwarranted.
(d) A Director is not liable to the corporation, any Member, or any other person for any action taken or not taken as a Director, if the Director acted in compliance with this section.
(e) Any person who serves as a Director to the Corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person’s performance of, or failure to perform duties of, the position to which the person was elected or appointed, unless the person was grossly negligent in the performance of, or failure to perform, such duties.
MEETINGS OF THE BOARD
Section 8.1. Regular Meetings. Regular meetings of the Board shall be held monthly at such time and place as the President or a majority of the Board may from time to time prescribe. The Board may determine by resolution the time and place of regular meetings of the Board without notice other than such resolution.
Section 8.2. Special Meetings. Special meetings of the Board for any purpose or purposes may be held on the call of the President or any two (2) Directors. Business transacted at a special meeting shall be limited to the matters stated in the notice of the meeting.
Section 8.3. Notice of Meetings.
(a) The Secretary shall give notice of each regular meeting of the Board. Notice shall be in writing and be given personally, or by mail, facsimile, or e-mail (as allowed by law) to the Director’s mailing address, registered pursuant to Section 6.1(b) of these Bylaws, not less than ten (10) days before a meeting. The failure of any Director to receive notice shall not invalidate the proceedings of any meeting at which a quorum of Directors is present. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, a notice or waiver of notice need not state the purposes of the meeting.
(b) Notice of each special meeting, setting forth the time, date, and place of the meeting and the specific nature of the business to be transacted thereat, shall be given by the Secretary in person or by telephone, mail, facsimile or e-mail not less than forty-eight (48) hours in advance of the date and time of the meeting to each Director at the address required to be filed with the Secretary by Section 6.1(b) of these Bylaws.
Section 8.4. Waiver of Notice. The transaction of business at any meeting of the Board, however called and noticed and wherever held, shall be valid as though held at a meeting after regular call and notice, if a quorum is present and if, either before or after the meeting, each Director signs a written waiver or notice. All such waivers shall be filed with the corporate records as part of the minutes of the meeting. A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or the bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action.
Section 8.5. Quorum. A quorum of the Board consists of a majority of the Directors in office immediately before a meeting begins. If there is no quorum because of permanent vacancies in the membership of the Board, the remaining Director or Directors may not act except to elect Directors to fill the permanent vacancies. In the absence of a quorum, a majority of the Directors present may adjourn the meeting from time to time without further notice until a quorum is present. An act of the majority of Directors present at a duly called meeting at which a quorum is present shall be the act of the Board except when a greater number may be required by law, the Articles of Incorporation, or by these Bylaws.
Section 8.6. Executive Sessions. At the determination of the President, or upon the vote of a majority of Directors present when a quorum is present, the Board shall go into executive session and shall exclude therefrom all persons who are not members of the Board except those persons invited by the Board to attend the executive session.
Section 8.7. No Attendance at Meetings by Telephone; no proxy vote. No Director may participate in a meeting of the Board by telephone and no Director may give a proxy to any other person.
Section 8.8. Presumption of Assent. A Director who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action. To dissent, the Director’s dissent or the Director’s withholding of the Director’s vote shall be entered in the minutes of the meeting. Alternatively, the Director shall file a written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward the dissent by registered or certified mail to the secretary within two (2) days after the date of the action. The right to dissent shall not apply to a Director who voted in favor of the action.
Section 9.1. Officers, Election and Term. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and the Immediate Past President. Each officer shall be elected for a term of one year.
Section 9.2. Vacancies. A vacancy in any of the offices of the Corporation shall be filled in accordance with Section 6.5 of these bylaws.
Section 9.3. President. The President shall be the chief executive officer of the Corporation and, subject to the Articles of Incorporation and these Bylaws, shall have all powers normally exercised by the president of a nonprofit corporation. The President shall see that all orders and resolutions of the Annual Meeting of the Corporation, the Board, and Executive Committee are carried into effect. The President shall also have general supervision and direction of the officers of the Corporation and shall see that their duties are properly performed. The President shall preside at meetings of the Corporation, the Board, and the Executive Committee. Upon conclusion of the President’s term of office, the President shall have the affirmative duty to transfer any and all financial reports and records of the Corporation to the incoming president no later than thirty (30) days after the end of the fiscal year.
Section 9.4. Vice President. In the absence or disability of the President, the Vice President shall perform all the corporate duties of the president to the extent permitted by the Articles of Incorporation and these Bylaws. The Vice President shall also perform all other duties assigned by the President or the Board.
Section 9.5. Secretary. The Secretary shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary shall keep or cause to be kept a register showing the names and addresses of the Members and officers. The Secretary shall give notice or cause notice to be given in conformity with these Bylaws of all meetings of the Board. The Secretary shall also perform all other duties assigned by the President or the Board.
Section 9.6. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and exercise general supervision over the receipt, custody and disbursement of funds. The Treasurer shall regularly review the accounting and bookkeeping of the Corporation, shall regularly report to the Annual Meeting of the Corporation and the Board regarding the financial condition and results of operations of the Corporation, and shall perform all other duties assigned by the President or the Board. Upon conclusion of the Treasurer’s term of office, the Treasurer shall have the affirmative duty to transfer any and all financial reports and records of the Corporation to the incoming president no later than thirty (30) days after the end of the fiscal year.
Section 9.7. Immediate Past President. Upon the completion of a term as President, the President shall, unless the President is reelected, automatically be elected to serve as Immediate Past President; and in general shall perform all the duties incident to the office of Immediate Past President and other duties as may be assigned from time to time by the President or the Board.
Section 10.1. Composition. The President, upon approval by the Board, shall appoint the Chairperson and its members of each committee. Each committee shall have at least two (2) Directors. Unless otherwise specified in these Bylaws, each committee may determine its quorum, procedures and other matters relating to its meetings.
Section 10.2. Executive Committee.
(a) The Board may, by the affirmative vote of the majority of the total number of Directors, establish an Executive Committee composed of the Officers.
(b) The Executive Committee may act between meetings of the Board and shall at all times be subject to the control and direction of the Board. Subject to such control and direction, the Executive Committee shall have and may exercise all the authority and powers of the Board in the direction of the property, business and affairs of the Corporation. The Executive Committee shall have no power to:
(1) amend or repeal these Bylaws;
(2) elect, appoint, or remove any member of any committee or any Director or officer of the Corporation;
(3) amend the Articles of Incorporation, restate the Articles of Incorporation, adopt a plan of merger, or adopt a plan of consolidation with another corporation;
(4) authorize the sale, lease, exchange, or mortgage of any real property of the Corporation;
(5) authorize an unbudgeted expenditure in excess of $1,000 between meetings of the Board;
(6) approve any agreement which has a term of more than six (6) months;
(7) authorize any agreement which calls for the expenditure of budgeted funds in excess of $5,000;
(8) authorize the voluntary dissolution of the Corporation or revoke proceedings therefor;
(9) adopt a plan for the distribution of the assets of the Corporation; or
(10) amend, alter, or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by the Executive Committee.
(c) The majority of the members of a Executive Committee shall constitute a quorum of the Executive Committee, but the affirmative vote of the majority of the whole Executive Committee shall be necessary for an act of the Executive Committee.
(d) The Executive Committee may adopt further rules governing the conduct of its business.
(e) The minutes of the meetings of the Executive Committee shall be distributed promptly after each meeting to all Directors. At every meeting of the Board, the proceedings and actions taken by the Executive Committee since the last meeting of the Board shall be reported in writing and ratified, as necessary.
(f) The delegation of authority by the Board to the Executive Committee does not alone constitute compliance by a Director with the standards of conduct described in Article VII, Section 7.2.
Section 10.3. Nominations and Elections Committee.
(a) The President shall appoint, not less than fourteen (14) days prior to the Annual Meeting of the Corporation, a Nominations and Elections Committee, consisting of at least three members, with at least two Directors, one of which shall be the chairperson of the Committee. [Amended 12/2013]
(b) The Committee shall solicit nominations, in the manner deemed appropriate by the Committee, from members in good standing as of the record date of September 15. Open nominations from the floor shall also be allowed at the Annual Meeting of the Corporation. All nominees shall provide written consent. [Amended 9/2014]
(c) The Committee shall prepare a ballot with the names of all those nominated prior to the Annual Meeting of the Corporation and blank spaces for those who may be nominated from the floor.
(d) The election of officers and directors shall be by secret ballot. A candidate receiving a plurality of the votes cast shall be deemed duly elected. In the event of a tie, the votes shall be recast by the Members in good standing who are present at the Annual Meeting of the Corporation until the winner shall have been determined.
(e) There shall be no voting by proxy.
Section 10.4. Membership Committee. The Membership Committee shall recruit new members; receive all applications for membership; work for the renewal of existing members; and arrange for membership benefits. The Committee shall assist the Secretary and Treasurer in preparation of the list of members in good standing as of the record date of October 15.
Section 10.5. Finance Committee. The Finance Committee shall prepare the annual budget and submit it to the Board for approval at the February meeting of the Board. The Committee shall also lead the fundraising efforts for the Corporation.
Section 10.6. Gintong Pamana Leadership Awards. The Gintong Pamana Leadership Awards Committee shall be responsible for the annual Gintong Pamana Leadership Awards and shall prepare its own rules governing the selection of the awardees.
Section 10.7. Government Affairs. The Government Affairs Committee shall track all legislative developments and recommend to the Board, after a non-binding survey of the members and due consultation with Legal Counsel, the appropriate action, which needs the approval of two-thirds of the members of the Board of the Directors in office. The Committee shall also arrange for appropriate events with government officials. [Amended 9/2014]
Section 10.8. Audit Committee. The Audit Committee shall cause the financial books and accounts of the Corporation to be examined and verified.
Section 10.9. Other Committees. The President, upon approval by the Board, may create such other committees that are in the interest of the Corporation, and shall appoint the members thereto. Any member appointed to such a committee shall serve at the pleasure of the President.
CONDUCT OF BUSINESS
Section 11.1. Execution of Contracts. The Board may make contracts with any person, firm, corporation, association or organization to act as an agent or employee of the Corporation, to perform duties and services and to exercise power and authority on behalf of the Corporation, including ministerial, executive and discretionary powers, subject always to the supervision and control of the Board. Any such contract (a) shall contain such terms and provisions with respect to the duties, services, powers and authority to be performed by such agent or employee, compensation therefor and such other provisions as the Board may determine, and (b) may permit such agent or employee to deal in his own behalf with the Corporation, to hold similar positions for other corporations with which the Corporation may do business and to receive compensation therefor.
Section 11.2. Checks and Orders. Funds of the Corporation shall be disbursed only on checks or other withdrawal orders of the Corporation signed by at least two officers or other persons as may be specifically authorized by the Board.
Section 11.3. Chart of Accounts. The Board may adopt and from time to time amend a chart of accounts of the Corporation.
Section 11.4. Parliamentary Authority. Where appropriate as determined by the President or a majority of the Board, and unless otherwise provided by law, the Articles of Incorporation, and these Bylaws, the most recent edition of Robert’s Rules of Order Newly Revised shall provide guidance as to the conduct and proceedings of meetings.
Section 12.1. Indemnification Generally. The Corporation shall have power to 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, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation. The termination of any action, suit or proceeding by judgment, order, settlement, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation.
Section 12.2. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify against such liability under the provisions of this Article.
Section 13.1. Involving the Corporation. All disputes or claims for damages or other relief among or between the Corporation and any Member, Director, officer, employee or agent of the Corporation shall be submitted to arbitration.
Section 13.2. Among Other Persons. All disputes or claims for damages or other relief among or between any Member, Director, officer, employee or agent of the Corporation which relates to any matter involving the Corporation or the outcome of which could affect the Corporation shall be submitted to arbitration.
Section 13.3. Arbitration Rules. Unless the Board shall decide to the contrary, all disputes or claims for damages or other relief governed by Section 13.1 or 13.2 of these bylaws shall be arbitrated in accordance with the rules of Dispute Prevention Resolution, Inc.
Section 13.4. Invalidity. In the event that any provision of this Article XIII is declared invalid by a competent court, every dispute or claim for damages or other relief among or between the persons described in this Article XIII shall be tried solely by a judge without a jury.
These Bylaws may be altered, amended or repealed or new Bylaws adopted by a two-thirds (2/3) vote of members present at which a quorum is present at any Annual Meeting of the Corporation or at any special meeting specifically called for such purpose; provided, however, that the Board shall have first adopted a resolution authorizing the submission to the membership of such alteration, amendment, or repeal, or adoption of new Bylaws and the resolution, together with the proposed changes be submitted to the membership at least fourteen (14) days prior to the date of the annual or special meeting.
In the alternative, these Bylaws may be altered, amended or repealed or new Bylaws adopted by two-thirds (2/3) vote of members in good standing to whom the proposed amendments have been mailed to at their last known address, provided however, that the Board shall have first adopted a resolution authorizing the submission to the membership and the voting by mail by the membership of such alteration, amendment, or repeal, or adoption of new Bylaws and the resolution, together with the proposed changes be submitted to the membership at least fourteen (14) days prior to the deadline designated by the Board.
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