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HTML Writers Guild Guild Operations HWG, Inc. Bylaws

BYLAWS
OF
HTML WRITERS GUILD, INC.

A Georgia Non-Profit Corporation

(Amended and Restated as of 1997 Aug 19, Amended 1997 Oct 14)


ARTICLE I

NAME, LOCATION AND OFFICES


Section 1.1 Name.

The name of this Corporation is HTML Writers Guild, Inc.

Section 1.2 Registered Office and Agent.

The Corporation shall maintain a registered office in the State of Georgia, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Georgia Non- profit Corporation Code (the "GNCC").

Section 1.3 Other Offices.

The Corporation may have other offices at such place or places, within or outside the State of Georgia, as the Board of Directors may determine from time to time or the affairs of the Corporation may require or make desirable.

ARTICLE II

PURPOSES AND GOVERNING INSTRUMENTS

Section 2.1 Non-Profit Corporation.

The Corporation shall be organized and operated as a non-profit corporation under the provisions of the GNCC.

Section 2.2 Educational, Literary and Scientific Purposes.

The Corporation is a voluntary association of individuals, the purposes of which, as set forth in the Articles of Incorporation, are exclusively educational, literary and scientific within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Corporation was created to build awareness within and beyond the Internet community of Web- page authoring and related services as a skilled pursuit and its purposes shall include, but shall not be limited to, the following:
  • (a) assist members in developing and enhancing their capabilities;
  • (b) compile and publicize information regarding standards, practices, techniques, competency, and ethics as applied to WWW design and development;
  • (c) contribute to the development of the Web and Web technical standards and guidelines; and
  • (d) to perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful advisable or conducive, directly or indirectly, as set forth in the Articles of Incorporation and these Bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the GNCC (within and subject to the limitations of Section 501(c)(3) of the Code).

Section 2.3 Governing Instruments.

The Corporation shall be governed by its Articles of Incorporation and these Bylaws.

ARTICLE III

MEMBERSHIP

Section 3.1 Membership.

Membership in the Corporation is open to those individuals and companies who are willing to abide by these Bylaws and the policies and procedures of the Corporation as set forth in its manuals, and who support the goals and objectives of the Corporation. Trial Membership in the Corporation does not entitle the member to any voting privileges.

Section 3.2 Requirements.

Membership in the Corporation is attained and held by
  • (i) filling out a membership application form and being accepted as a member by the Corporation, the acknowledgement of such acceptance being the entry of the person's name into the membership database, and
  • (ii) by meeting such other requirements as the Board of Directors or its appointees may from time to time establish.

Section 3.3 Categories.

The Board of Directors may establish categories of membership other than Trial and Full Membership, which other categories shall have voting rights. If such other categories are established, the Board of Directors may provide different levels of services and charge different membership dues based upon the category to which a member may belong.

Section 3.4 Membership Dues.

All members other than Trial members shall pay annual membership dues within thirty (30) days of receiving notice from Corporation of the requirement of such dues. The membership dues shall be determined by the Board of Directors and the amount of such dues may change from time to time. By becoming a member of the Corporation, each person agrees to pay all membership dues as they become due and payable. The Board of Directors may from time to time, and within its sole discretion, waive the membership dues of any member, or category of members, in whole or in part.

Section 3.5 Broad Powers.

The Board of Directors shall have the power in its sole discretion to create and maintain a Policies and Procedures Manual, a Guideline for Members Manual and such other manuals as the Board of Directors deems necessary or desirable, to provide members with additional information with respect to their membership in the Corporation.

Section 3.6 Responsibilities of Members.

It is the responsibility of each member of the Corporation to be familiar with and abide by these Bylaws and the manuals of the Corporation, including without limitation, the Policies and Procedures Manual and the Guideline for Members Manual.

Section 3.9 Expulsion, Suspension or Termination of Membership.

Members of the Corporation may be expelled or suspended, and their membership terminated, by a vote of a majority of the Board of Directors. Each member must be given at least fifteen (15) days', or such other greater or less period of time required under Georgia law, prior written notice setting forth the reasons for the expulsion, suspension or termination. The Corporation shall provide an opportunity for the member to present arguments opposing such expulsion, suspension or termination, orally or in writing, at least five (5) days, or such other greater or less period of time required under Georgia law, before the effective date of said expulsion, suspension or termination, to the person or persons authorized to decide whether the proposed expulsion, termination or suspension should take place. The Board of Directors may expel or suspend any member for any reason if it determines, within its sole discretion, that such expulsion or suspension would be in the best interest of the Corporation; including without limitation, for any member's violation of these Bylaws or any manual of the Corporation. All expulsions, suspensions and terminations shall be final without any right of appeal. Any membership dues paid by an expelled member will not be refunded by the Corporation. Notwithstanding the foregoing, if the GNCC shall be amended to provide notice required under this Section 3.9 to be given by a means other than in writing, notice given by such other means shall be deemed to meet the requirements of this Section 3.9.

ARTICLE IV

MEMBERS

Section 4.1 Annual Meeting.

A meeting of the members of the Corporation shall be held annually for the purpose of electing directors to succeed those whose terms shall have expired. The annual meeting shall be held in such fashion (including via electronic means), at such time and place, and on such date as the directors shall from time to time determine and as shall be specified in the notice of the meeting.

Section 4.2 Special Meetings.

Special meetings of the members may be called at any time by the President, a majority of the Board of Directors, or by any member or members holding at least [twenty percent (20%)] of the voting power of the Corporation. Special meetings shall be held in such fashion (including via electronic means), at such time and place and on such date as shall be specified in the notice of the meeting.

Section 4.3 Action in Lieu of Meeting.

Any action to be taken at a meeting of the members of the Corporation, or any action that may be taken at a meeting of the members, may be taken without a meeting if a written consent setting forth the action so taken shall be signed by members holding at least a majority of the voting power of the Corporation. Written notice of member approval shall be given to all members who have not signed the written consent, and member approval shall be effective ten days after such written notice is given.

Section 4.4 Place.

Annual or special meetings of members may be held via electronic means, including without limitation, video conferencing, electronic mail and interactive relay chat, at the principal office of the Corporation or any other place designated by the President or the Board of Directors.

Section 4.5 Notice.

Notice of each meeting of the members, including a special meeting, shall be given by electronic means, or regular mail, postage prepaid, by the Secretary, to each member of record entitled to vote thereat at his or her address (including electronic address), as it appears upon the books of the Corporation, at least ten (10) days before the meeting. If the Corporation has more than 100 members of record who are entitled to vote at a meeting, it may utilize a class of regular mail other than first class if the notice of the meeting is mailed, with adequate postage prepaid, not less than fifteen (15) days prior to the date of the meeting. Each such notice shall state the place, day and hour at which the meeting is to be held and, in the case of any special meetings, shall state briefly the purpose or purposes thereof.

Section 4.6 Quorum.

The presence in person, by proxy or by electronic means of at least [ten percent (10%)] of the total votes entitled to be cast shall constitute a quorum at all meetings of the members. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting where a quorum is present, any business may be transacted which might have been transacted if the meeting had been held as originally called. For purposes of this Section 4.6, signed ballots of members, entitled to vote and from whom an electronic vote was not received, which arrive at the address and by the date set forth in such ballot, shall be included in calculating the total votes cast.

Section 4.7 Conduct of Meetings.

Meetings of members shall be presided over by the President of the Corporation or, if he or she is not present, by a Vice President, or if none of said officers is present, by a chairperson to be elected at the meeting. The Secretary of the Corporation, or if he or she is not present, any Assistant Secretary, shall act as secretary of such meetings. In the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as secretary of the meeting.

Section 4.8 Voting.

  • (a) At all meetings of members every member entitled to vote thereat shall have one (1) vote. Such vote may be either in person, by proxy or by electronic means. Any proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be held and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, the Articles of Incorporation or these Bylaws. Unless twenty-five percent (25%) or more of the voting power is present in person, by proxy or by electronic means, the only matters that may be voted upon at an annual or special meeting of members are those matters that are described in the meeting notice.
  • (b) If the chairperson of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) or more of all of the members entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the tellers, which tellers shall have been appointed by the chairman of the meeting.
  • (c) Elections of directors may be conducted by electronic means or regular mail. The notice of the annual meeting sent to members shall include a ballot to be used and shall designate the time within which the ballot must be returned.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Authority and Responsibility of the Board of Directors.

  • (a) The supreme authority of the Corporation and the government and management of the affairs of the Corporation shall be vested in the Board of Directors; and all the powers, duties and functions of the Corporation conferred by the Articles of Incorporation, these Bylaws, state statutes, common law, court decisions or otherwise shall be exercised, performed or controlled by the Board of Directors.
  • (b) The Board of Directors shall have supervision, control and direction of the management, affairs and property of the Corporation; shall determine its policies or changes therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business and the business of the Corporation as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however, shall any actions be taken which are inconsistent with the Articles of Incorporation or these Bylaws.
  • (c) The Board of Directors shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any member, director, officer or other private person or individual.
  • (d) The Board of Directors may, from time to time, appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the Corporation.
  • (e) The Board of Directors is authorized to employ such person or persons, including an executive director or officer, attorneys, trustees, agents and assistants, as in its judgment are necessary or desirable for the administration and management of the Corporation, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.
  • (f) The Board of Directors shall have full power and authority to review and approve in advance both short-term and long-term budgets, capital and operating income and expenditures of the Corporation and to exercise such other supervision and control over the affairs and property of the Corporation as the Board of Directors may deem necessary or desirable to ensure that the educational, literary and scientific purposes and functions of the Corporation are carried out.

Section 5.2 Number and Term of Office.

The number of directors shall be nine (9) or such other number, but not less than one (1) nor more than twelve (12), as may be designated from time to time by resolution of a majority of the members of the Corporation. The directors shall be divided into three classes, as nearly equal in number as possible, with respect to the times for which they shall severally hold office. Directors of the First Class first chosen shall hold office until the first annual meeting of the Members following their election, appointment or designation; directors of the Second Class first chosen shall hold office until the second annual meeting of the Members following their election, appointment or designation; and directors of the Third Class first chosen shall hold office until the third annual meeting of the Members following their election, appointment or designation. At each annual meeting of the Members after such first annual meeting of Members, the successors to the Class of directors whose terms shall expire at that time shall be elected to hold office until the third succeeding annual meeting after their election, appointment or designation, so that the term of office of one Class of directors shall expire in each year. Each director elected, appointed or designated shall hold office until his or her successor shall be elected, appointed or designated and shall qualify. Any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.

Section 5.3 Removal.

Any director may be removed, either for or without cause, by the vote of two-thirds of the full Board of Directors. Failure to attend eighty-five (85) percent of the meetings of the Board of Directors held in any full fiscal year of the Corporation shall operate as a tender of resignation, and such Director may be removed from the Board of Directors by vote of a majority of the remaining members of the Board of Directors at the first meeting of the Board during the next succeeding fiscal year.

Section 5.4 Vacancies.

The directors may
  • (i) fill the place of any director which may become vacant prior to the expiration of the director's term, such appointment to continue until the expiration of the term of the director whose place has become vacant, or
  • (ii) fill any directorship created by reason of an increase in the number of directors, such appointment to continue for a term of office until the next election of directors by the members and until the qualification of the successor. All vacancies may be filled by a vote of the majority of the remaining Board of Directors.

Section 5.5 Eligibility.

Any Full member who is in good standing with the Corporation and who has been a member of the Corporation for at least one year is eligible to serve on the Board of Directors. Notwithstanding the foregoing, the Board of Directors may from time to time, and within its sole discretion, waive the eligibility requirements set forth in this Section 5.5 for any individual whom it deems would serve the interests of the Corporation.

Section 5.6 Compensation.

No director of the Corporation shall receive any salary, compensation or emolument for serving as director unless authorized by a vote of two-thirds of the full Board of Directors, or (notwithstanding any quorum requirement of these Bylaws) by a vote of all of the disinterested directors. Nothing contained herein shall be construed to prevent any director from serving the Corporation in any other capacity and receiving reasonable compensation for services rendered in the furtherance of the purposes and functions of the Corporation.

ARTICLE VI

MEETING OF THE BOARD OF DIRECTORS

Section 6.1 Place of Meeting.

Meetings of the Board of Directors may be held via electronic means, or at any place within or outside the State of Georgia as set forth in the notice thereof, or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver.

Section 6.2 Annual Meeting.

The annual meeting of the Board of Directors shall be held on the last Thursday of each February, or on such other day, and in such fashion (including via electronic means) at such place as the Board of Directors shall determine. Unless waived as contemplated in this Article VI or Section 11.4, notice of the time and place of such annual meeting shall be given by the Secretary in accordance with Section 11.3 not less than fifteen (15) nor more than fifty (50) days before such annual meeting.

Section 6.3 Regular Meetings.

Regular meetings of the Board of Directors shall be held in such fashion and at such times as shall be determined by the Board of Directors in a written resolution signed by a majority of the Board of Directors. Unless waived as contemplated in this Article VI or Section 11.4, notice of the time and place of each regular meeting shall be given by the Secretary in accordance with Section 11.3 not less than two (2) nor more than fourteen (14) days before such regular meeting.

Section 6.4 Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of a majority of the Board of Directors or the President. Unless waived as contemplated in this Article VI or Section 11.4, notice of the time, place and purpose of a special meeting of the Board of Directors shall be given by the Secretary in accordance with Section 11.3 at least twenty-four (24) hours before such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings.

Section 6.5 Waiver.

Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. A director shall be deemed to be in attendance at a meeting held via electronic means if he or she participates in or communicates with anyone at such a meeting.

Section 6.6 Quorum.

Two-thirds of the existing directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. Except as otherwise required under these Bylaws, the Articles of Incorporation or Georgia law, all resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

Section 6.7 Action in Lieu of Meeting.

Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the full Board of Directors, and any further requirements of law pertaining to such consents have been complied with.

Section 6.8 Electronic, Telephone and Similar Meetings.

The directors may participate in and hold a meeting via electronic means, including without limitation, video conferencing, electronic mail and Internet relay chat or similar communication mediums, by means of which all persons participating in the meeting can hear, interact or communicate with each other. Participation in such meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 6.9 Adjournment.

A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.

Section 6.10 Attendance at Meetings.

Members of the Board of Directors shall attend all meetings unless absence is unavoidable.

ARTICLE VII

OFFICERS

Section 7.1 General.

The executive officers of the Corporation shall consist of a President, one or more Vice Presidents as determined or designated by the Board of Directors, a Secretary, and a Treasurer. The Board of Directors shall from time to time create and establish the duties of such other officers or assistant officers as it deems necessary or desirable for the efficient management of the Corporation. Any two or more offices may be held by the same person except the offices of President and Secretary.

Section 7.2 Election and Term of Office.

The executive officers of the Corporation, including the President, any Vice Presidents, the Secretary and the Treasurer, shall be elected by the Board of Directors of the Corporation. Such officers shall serve for terms of one year and thereafter until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement, incapacity or disqualification. These provisions of the Bylaws shall not be deemed to prohibit the Board of Directors from entering into employment agreements with employees of the Corporation which provide for terms of service of more than one year or specify grounds for removal. Any other officers or assistant officers appointed by the Board of Directors of the Corporation shall serve at the will of the Board of Directors and until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement, incapacity or disqualification. For purposes of these Bylaws, an officer shall be deemed incapacitated if for any reason he or she is unable to carry on the duties of his or her office as determined by a vote of two-thirds of the full Board of Directors, within its sole discretion.

Section 7.3 Other Agents.

The Board of Directors may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.

Section 7.4 Removal.

Any officer or agent elected or appointed by the Board of Directors of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. However, any such removal shall be without prejudice to the contract rights, if any, of the officer or agent so removed.

Section 7.5 Vacancies.

A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Directors of the Corporation.

Section 7.6 Powers and Duties of the President.

  • (a) The Board of Directors shall select and appoint an individual to serve as President, who shall also be the Chief Executive Officer of the Corporation. The President shall be given the necessary authority and responsibility to operate the Corporation in all its activities and departments, subject only to such policies as may be issued by the Board of Directors or by any of its committees to which it has delegated power for such action. He or she shall act as the duly authorized representative of the Board of Directors in all matters in which the Board of Directors has not formally designated some other person to so act.
  • (b) The authority and responsibility of the President shall include:
    • (i) carrying out all policies established by the Board of Directors and advising on the formation of these policies;
    • (ii) developing and submitting to the Board of Directors for approval a plan of organization for the conduct of business of the Corporation and recommend changes when necessary;
    • (iii) selecting, employing, controlling and discharging employees and developing and maintaining personnel policies and practices of the Corporation;
    • (iv) supervising business affairs to ensure that funds are collected and expended to the best possible advantage;
    • (v) presenting to the Board of Directors, or its authorized committee, periodic reports reflecting the professional services and financial activities of the Corporation as may be requested by the Board of Directors;
    • (vi) serving as Chairman of the Executive Committee and presiding at all meetings of the Board of Directors;
    • (vii) preparing a plan for the achievement of the Corporation's specific objectives and periodically reviewing and evaluating that plan;
    • (viii) executing all authorized bonds, contracts or other obligations in the name of the Corporation; and
    • (ix) performing such other duties that may be necessary, desirable or in the best interest of the Corporation.

Section 7.7 Powers and Duties of the Vice President.

The Board of Directors may appoint a Vice President or more than one Vice President. The Vice Presidents, in the order of their seniority, unless otherwise determined by the President or by the Board of Directors, shall, in the absence, incapacity or disability of the President, perform the duties and have the authority and exercise the powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

Section 7.8 Powers and Duties of the Secretary.

  • (a) The Secretary shall
    • (i) attend all meetings of the Board of Directors and record, or cause to be recorded, all votes, actions and minutes of all proceedings in a book to be kept for that purpose and shall perform, or cause to be performed, like duties for the executive and other committees when required; and
    • (ii) track information and maintain records as required by the Board of Directors or the President for the historical archives of the Corporation.
  • (b) The Secretary shall give, or cause to be given, notice of all meetings of the members and the Board of Directors, and all other notices required by law or by these Bylaws.
  • (c) The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it. When so affixed, it shall be attested by his or her signature or by the signature of the Treasurer or any Assistant Secretary.
  • (d) The Secretary shall be under the supervision of the President. He or she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

Section 7.9 Powers and Duties of the Treasurer.

  • (a) The Treasurer shall have custody of all the funds and securities of the Corporation, and he or she shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.
  • (b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He or she shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. Notwithstanding anything to the contrary contained in these Bylaws, any sale or transfer of any security or real property held in the name of the Corporation shall be valid only if signed by the Treasurer and one other officer of the Corporation.
  • (c) The Treasurer shall give the Corporation a bond, or other similar instrument, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation in case of his or her death, resignation, retirement or removal from office of all books, papers, vouchers, moneys and other properties of whatever kind in his or her possession or under his or her control belonging to the Corporation.
  • (d) The Treasurer shall
    • (i) serve as chairperson of the Ways and Means Committee if such a committee is founded;
    • (ii) preparing an annual budget showing the expected revenue and expenditures as required by the Board of Directors or the President;
    • (iii) file, or cause to be filed, all tax and other related returns or forms that may be required by law; and
    • (iv) perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

Section 7.10 Assistant Secretary.

The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. The Assistant Secretaries, in the order of their seniority, unless otherwise determined by the President or by the Board of Directors, shall, in the absence, incapacity or disability of the Secretary, perform the duties and have the authority and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

Section 7.11 Assistant Treasurer.

The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. The Assistant Treasurers, in the order of their seniority, unless otherwise determined by the President or by the Board of Directors, shall, in the absence, incapacity or disability of the Treasurer, perform the duties and have the authority and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VIII

COMMITTEES OF THE BOARD OF DIRECTORS

Section 8.1 Executive Committees.

By resolution adopted by a majority of the directors in office, the Board of Directors may designate from among its members one or more executive committees which, to the extent provided in such resolution, shall have an exercise the authority of the Board of Directors in the management of the affairs of the Corporation. Each such executive committee shall be composed of the President and two other members of the Board of Directors. However, the designation of such executive committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon him or her by law.

Section 8.2 Other Committees.

Other committees, each consisting of two (2) or more directors, not having and exercising the authority of the Board of Directors in the management of the Corporation, may be designated by a resolution adopted by a majority of directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution or in these Bylaws, members of each such committee shall be appointed by the President of the Corporation. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 8.3 Advisory and Other Committees.

The Board of Directors may provide for such other committees, including committees, advisory groups, boards of governors, etc., consisting in whole or in part of persons who are not directors of the Corporation, as it deems necessary or desirable, and discontinue any such committee at its pleasure. It shall be the function and purpose of each such committee to advise the Board of Directors; and such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of incorporation of the Corporation or these Bylaws, as may be prescribed for it by the Board of Directors. Appointments to and the filling of vacancies on any such other committees shall be made by the President of the Corporation unless the Board of Directors otherwise provides. Any action by each such committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to control, revision, and alteration by the Board of Directors, provided that no rights of third persons shall be prejudicially affected thereby.

Section 8.4 Term of Appointment.

Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until their successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 8.5 Chairperson; Ex Officio Members.

One member of each committee shall be appointed chairperson thereof. The Chairperson for each committee, other than an executive committee, may appoint Ex Officio Members to committees who shall be such persons (including those persons who are not members of the Board of Directors) as the Chairperson deems appropriate for the committee. If the Board of Director appoints or employs an Executive Director, such person shall be an ex officio member of each committee appointed by the Board of Directors and shall perform such functions as set forth in resolutions which may from time to time be adopted by the Board of Directors.

Section 8.6 Vacancies.

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 8.7 Quorum.

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.

Section 8.8 Rules.

Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE IX

CORPORATE SEAL

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, or in the event the Board of Directors shall not have determined to adopt a corporate seal, the signature of the Corporation followed by the word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or her, or by his or her assistant, on all appropriate papers.

ARTICLE X

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 10.1 Contracts.

The Board of Directors may authorize any officer or officers, or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority must be in writing and may be general or confined to specific instances.

Section 10.2 Checks, Drafts, Notes, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or such other officer or officers, or agents of the Corporation, as may from time to time be determined by resolution of the Board of Directors. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officer or officers, or agents of the Corporation so authorized to draw against the same.

Section 10.3 Deposits.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 10.4 Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any specific purpose of the Corporation.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.1 Books & Records.

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors. The Corporation shall keep at its registered or principal office a record giving the names and addresses of the directors.

Section 11.2 Fiscal Year.

The fiscal year of the Corporation shall end on the last day of December of each year.

Section 11.3 Notices.

Whenever, under the provisions of these Bylaws, notice is required to be given to any member, director or officer it shall not be construed to require personal notice, but such notice may be given by electronic mail, telephone or regular mail addressed to each member, director or officer at such address (including electronic mail address) or telephone number as appears on the books of the Corporation. Such notice shall be deemed to be given at the time the same shall be sent via the Internet or other similar medium, communicated via the telephone or mailed.

Section 11.4 Waiver.

Whenever any notice is required to be given to any member, director or officer by law, by the Articles of Incorporation or these Bylaws, a waiver thereof signed by the person entitled to such notice, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.

Section 11.5 Table of Content; Headings.

The Table of Contents and headings are for organization, convenience and clarity. In interpretation of these Bylaws, they shall be subordinated in importance to the other written material.

ARTICLE XII

AMENDMENTS

The Board of Directors may, with the affirmative vote of two-thirds of the full Board of Directors, amend, alter or repeal these Bylaws, or any provision thereof, and may from time to time adopt additional Bylaws; provided, however, that no such amendment, alteration, repeal or adoption shall be in violation of the GNCC. Notwithstanding the foregoing, an amendment to decrease the quorum for any member action may be approved solely by the Board of Directors but an amendment to increase the quorum required for any member action must be approved by the members.

ARTICLE XIII

INDEMNIFICATION

  • (a) Each person who is or was a director or officer of the Corporation, and each person who is or was a director or officer of the Corporation who at the request of the Corporation is serving or has served as an officer, director, partner, joint venturer or trustee of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Corporation, and entitled to advancement of expenses of litigation, to the fullest extent permitted under the GNCC against those expenses (including attorneys' fees), judgments, fines and amounts paid in settlement which are allowed to be paid, reimbursed or advanced by the Corporation under the GNCC and which are actually and reasonably incurred in connection with any action, suit or proceedings, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his or her being or having been a director or officer of this Corporation or of such other enterprise. Such indemnification shall be made only in accordance with the GNCC and subject to the conditions thereof.
  • (b) As a condition to any such right of indemnification, the Corporation may require that it be permitted to participate in the defense of any such action or proceedings through legal counsel designated by the Corporation and at the expense of the Corporation.
  • (c) The Corporation may purchase and maintain insurance on behalf of any person whether or not the Corporation would have the power to indemnity such person against any liability under the GNCC.

ARTICLE XIV

TAX EXEMPT STATUS

The affairs of the Corporation at all times shall be conducted in such a manner that the Corporation continues to qualify for exemption from tax pursuant to Section 501(c)(3) of the Code. These Bylaws, as amended and restated affective 1997 Aug 19, are hereby certified as accurate and correct, this 1st day of October, 2000.


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