BYLAWS
OF
INDUSTRY COUNCIL FOR TANGIBLE ASSETS
Revised August, 2000.
BYLAWS
OF
INDUSTRY COUNCIL FOR TANGIBLE ASSETS
ARTICLE I
Name
The name of the Corporation is Industry Council for Tangible
Assets (ICTA), a nonprofit membership corporation incorporated
under the laws of the District of Columbia.
ARTICLE II
Purposes
The Corporation is organized for the following purposes:
(a)
To promote the interests of those individuals,
partnerships, firms, associations, and corporations who are
engaged in the business of manufacturing, importing, distributing,
or selling any tangible asset, including, but not limited to, any
precious or other metal, coin, stamp, precious stone, antique, or
art object;
(b)
To engage in a cooperative effort to maintain an
appropriate and favorable regulatory climate in the United States
and the individual states, territories, and political subdivisions
therein for the manufacture, distribution and sale of tangible
assets;
(c)
To provide a medium through which the corporation's
members may be able to confer, consult, and cooperate with and
educate governmental and other agencies to achieve solutions to
problems affecting the business of members as manufacturers,
distributors, buyers, or sellers of tangible assets;
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(d)
To promote a better understanding on the part of the
public of the role of the tangible assets industry in the United
States and the benefits derived by the public from its activities;
(e)
To offer assistance and information to those who may
seek to develop and promulgate a code of business and ethical
standards for the guidance of the public and participants in the
tangible assets industry;
(f) To encourage and promote harmony and cooperation among
its members and generally to advance the welfare of the tangible
assets industry;
(g)
To encourage (but not require) arbitration of disputes
or informal resolution of disputes that may arise between members.
The Corporation shall not participate in contravening the
antitrust laws or trade regulations of the United States or any
State, Territory, or political subdivision therein.
ARTICLE III
Membership
Section 1.
General
It shall be the policy of the Corporation to encourage
eligible individuals, partnerships, firms, associations, and
corporations to apply for membership in the Corporation.
No
pecuniary profit shall inure to any member by reason of
membership.
Section 2.
Eligibility
Any individual, partnership, firm, association, corporation,
or other entity which is regularly engaged in the manufacture,
importation, distribution, purchase, or sale of tangible assets or
any other business activity reasonably related to tangible assets
shall be eligible for membership in the Corporation.
Section 3.
Application and Election
(a)
Applications for membership shall be submitted to the
Executive Director in such form as he shall prescribe.
Upon
receipt of an application, the Executive Director shall promptly
determine whether the applicant is eligible for membership as
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defined in Article III, Section 2, and notify the applicant of his
determination. If the Executive Director initially concludes that
the applicant is not eligible for membership, he shall refer the
matter to the Executive Committee of the Board of Directors, or in
the absence of an Executive Committee to the Board of Directors,
which shall then make a determination of eligibility in behalf of
the Corporation. Membership in the Corporation shall commence as
soon as the Executive Director gives notice that the applicant has
been found eligible and the dues for the first year or part
thereof have been paid, provided, however, that the Board of
Directors may, no later than the meeting next following the
admission to membership, withdraw such membership upon a
determination by a majority of the votes present at such meeting
that the Executive Director or the Executive Committee had
erroneously determined the question of eligibility. In the case
of denial of membership or such a withdrawal of membership, the
initial dues payment shall be refunded, less a processing fee of
$125.00. Any applicant for membership shall be so informed on the
application for membership.
(b) Each applicant for membership, other than an individual,
shall designate in writing to the Executive Director an individual
to act as its representative for purposes of voting, receiving
notices, attending meetings, and otherwise acting for and on
behalf of such member in the business of this Corporation, and an
alternate to act in the event of the unavailability of such
representative. A member may change his designated representative
at any time by delivering a new designation in writing to the
Executive Director. Such change shall be effective upon receipt
by the Executive Director.
(c)
Notwithstanding any other provision in these Bylaws,
each member of the initial Board of Directors shall be considered
to have commenced membership in the Corporation as of June 8,
1983.
Section 4.
Dues
(a) Each member shall pay to the Executive Director annual
dues in the amount, and on or before the due date or dates,
prescribed by resolution of the Board of Directors.
Applicants
for membership shall, within ten days of the determination of
their eligibility for membership, pay to the Executive Director
dues in the amount provided by resolution of the Board of
Directors.
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(b)
Any member whose dues are in arrears shall be given
notice (in person or by facsimile transmission sent to the number
listed on such member's application) of that fact by the Executive
Director, and shall be notified that because of dues delinquency,
his membership status has terminated. The Executive Director may
determine that special circumstances exist which justifies: (1) a
delay of such termination; or (2) a reinstatement of membership
upon full payment of such arrearage. Former members who have been
terminated may apply for membership under provisions of Article
III, Section 3 of the Bylaws.
(c)
Any member may make voluntary contributions to the
Corporation in addition to the dues required by these Bylaws or by
resolution of the Board of Directors.
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(d)
The schedule of annual dues shall be:
Class
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
Section 5.
Leadership Board
Endowment
Sustaining Member
Founder
Ambassador
Benefactor
Platinum
Double Eagle
Gold
Silver
Bronze
Associate
Consumer Patron
Affiliate
Supporter
Coin Clubs, State Coin
Associations, and Affiliated
Professional Organizations
Annual Dues
$25,000 +
$20,000 - $ 24,999
$15,000 - $19,999
$10,000 - $14,999
$ 7,500 - $ 9,999
$ 5,000 - $ 7,499
$ 2,500 - $ 4,999
$ 1,500 - $ 2,499
$ 1,000 - $ 1,499
$
500 - $
999
$
300 - $
499
$
100 and above
$
100 and above
$
50 and above
$
25 and above
voluntary
Voting
Each member shall be entitled to cast one vote on any
question brought before the membership except as might be
otherwise provided in a resolution of the Board of Directors.
Section 6.
Resignation
Any member may resign from membership effective thirty (30)
days after receipt by the Executive Director of written notice.
The giving of such notice shall not relieve the member of the
obligation to pay dues that became payable under a pertinent
resolution of the Board of Directors before or during the term of
such notice.
Section 7.
Disciplinary Action
(a)
Authority.
The Executive Committee of
Directors shall have authority to hear complaints
sanctions against members.
In the absence of
Committee this authority shall be exercised by
Directors.
the
and
an
the
Board of
to impose
Executive
Board of
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(b)
Sanctions.
The Executive Committee may impose such
sanctions as it believes appropriate based on the facts and
circumstances of each individual case, including: termination of
membership; suspension of membership; or other appropriate
sanction such as public and/or private censure or reprimand. Such
sanctions shall not be an exclusive list.
(c)
Grounds.
Sanctions may be imposed only after a
determination that the member:
(1) no longer meets the
eligibility requirements of Section 2 of Article III of these
Bylaws; (2) has failed to remit dues; (3) has violated the
Corporation's restrictions on use of the ICTA name or logo; (4)
has acted in a manner that the Executive Committee believes, after
due consideration, is inconsistent with the goals of the
organization, or (5) has failed to respond to official
correspondence
from
the
corporation
requesting
information
relative to a complaint.
(d) Notice and Hearing. No sanctions shall be imposed until
the member has been advised in writing of the reasons for any
proposed censure, suspension, termination and/or other sanction
and is afforded a reasonable opportunity to present to the
Executive Committee, at a hearing or otherwise, facts in support
of the member's position that no sanction should be imposed.
(e) Appeal.
A member against which sanctions have been
imposed by the Executive Committee shall have the right to file an
appeal of those sanctions to the Board of Directors within the
time prescribed by the Board of Directors. In the event that a
timely appeal is filed, the Board of Directors shall consider the
matter de novo and may impose greater, lesser, the same sanctions
as imposed by the Executive Committee, or no sanctions. The Board
of Directors shall from time to time adopt procedures to govern
these appeals.
(f) Effective Date. Sanctions shall be effective upon the
member's receipt of written notice of the determination and facts
in support thereof.
Nevertheless, if the member files a timely
appeal, the effective date will be delayed until final action is
taken by the Board of Directors.
(g)
Automatic Termination.
provision of these Bylaws,
(1)
Notwithstanding
any
other
In the event that any member of the Corporation
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shall become the petitioner, voluntarily or involuntarily, in any
proceeding (other than reorganization under the Federal Bankruptcy
Code), or state insolvency law, the filing of a petition shall be
deemed to consent to automatic termination of membership in the
corporation.
(2) Non-payment of dues and misuse of the ICTA name or
logo are also grounds for automatic termination.
(3) The Executive Committee shall have the authority to
reinstate the member in the exercise of its sound judgment.
(4) Any former member whose membership has been
terminated by virtue of the filing for bankruptcy reorganization
or state insolvency law shall be eligible to reapply for
membership which shall be considered as provided for above.
Section 8.
Logo Policy
(a)
Use of the ICTA Logo.
Except as expressly provided
below, members shall be permitted to use the ICTA logo only on
materials produced by or with the specific authorization of ICTA,
such as membership certificates and other materials used only on
business premises or on signs at coin shows. The logo may be used
on advertisements published in the print media (newspapers, trade
journals, etc.).
(b) Prohibitions. No other use of the ICTA logo by members,
including advertising on radio, television, or any other medium
except the print medium shall be permitted, and no form of
advertising other than that set forth above shall be permitted.
Members understand that ICTA is a trade association designed to
work toward improvement of the coin and bullion industry,
including working toward legislation that would support its
members' interests, and that ICTA does not and cannot investigate,
know, or evaluate its members' businesses or business practices.
ICTA does not serve as a business reference for its members; it
does not endorse any members' business or business practices, and
members shall pledge not to represent, advertise, or use the logo
in any way to the contrary.
(c) Misuse.
Misuse of the ICTA logo, including any breach
of the foregoing policy, shall constitute grounds for expulsion
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from ICTA.
(d) Change in Logo Policy. This policy is subject to change
by ICTA's Board of Directors but with not less than 60 days notice
to the member.
Section 9.
(a)
follows:
Classes of Members
The classes of members of the corporation shall be as
(1) Leadership Board
(2) Endowment
(3) Sustaining Member
(4) Founder
(5) Ambassador
(6) Benefactor
(7) Platinum
(8) Double Eagle
(9) Gold
(10) Silver
(11) Bronze
(12) Associate
(13) Consumer Patron
(14) Affiliate
(15) Supporter
(16) Coin Clubs, State Coin Associations, and
Affiliated Professional Organizations.
(b)
Each applicant for membership shall designate the
category of membership it seeks and shall be admitted to the class
of membership so designated unless the Executive Director or Board
of Directors affirmatively determines that the class of membership
sought is inappropriate for that applicant, in which case the
applicant shall be advised in writing of the reasons for such
determination and of the class of membership deemed appropriate by
the Board of Directors or Executive Director for that applicant.
(c) The Associate member class shall be limited to persons
associated or affiliated with tangible assets businesses, or who
provide goods or services to tangible assets businesses, but shall
not include any person directly engaged in the manufacture,
importation, distribution, or sale of tangible assets.
(d)
The Affiliate Member class shall be limited to persons
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employed by current members of the Corporation.
(e) Consumer Patron and Supporter members shall be limited to
persons not in the trade. They shall have no right to vote.
(f) Coin Clubs, State Coin Associations, and affiliated
professional organizations shall have no minimum required dues,
but may make voluntary contributions. They shall have no right to
vote.
ARTICLE IV
Meeting of Members
Section 1.
Annual Meeting
The annual meeting of the members of the Corporation shall be
held each year at such place, either within or without the
District of Columbia, as the Board of Directors by resolution
shall select.
At such annual meeting, the Board of Directors
shall be elected and there may be transacted any other business
which shall properly be brought before the meeting. If for any
reason the annual meeting is omitted, a special meeting may be
held in place thereof and any business transacted or elections
held at such meeting shall have the same effect as if transacted
or held at the annual meeting. In the event the Board fails to
designate an annual meeting, one shall be held in the same
standard metropolitan statistical area as the annual convention of
the American Numismatic Association, at any time between five days
prior to the official start of such convention, and five days
subsequent to the conclusion of such convention.
Section 2.
Special Meetings
Special meetings of the members of the Corporation may be
held at any time pursuant to resolution of the Board of Directors
or a call of the Chairman.
The Chairman shall call a special
meeting whenever requested in writing to do so by at least 25
percent of the members of the Corporation or by any 10 directors.
In calling such special meeting, the Chairman shall specify the
time, place (either within or without the District of Columbia),
and purpose or purposes therefor, and state that no business other
than that specified in such resolution or call shall be transacted
at any such meeting.
Any such written request for a special
meeting shall provide the Chairman with such information as must
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be communicated under this paragraph.
Section 3.
Notice and Waiver
Written notice of the annual or any special meeting of the
members, stating the time and place, and in the case of special
meetings, the purposes thereof, shall, unless waived, be given to
each member by delivery in person or by mail, overnight delivery,
or other expedited means including electronic mail or telefax not
less than ten (10) nor more than forty (40) days prior to the date
fixed for such meeting, at the address of the member appearing on
the records of the Corporation.
Any member may waive notice of
any meeting, either in writing signed before or after such meeting
or by attendance either in person or by proxy.
Section 4.
Quorum
At any meeting, members possessing 5 percent of the votes
entitled to be cast, represented in person or by proxy, shall
constitute a quorum; but less than a quorum may adjourn. Meetings
shall be presided over by the Chairman of the Board of Directors
or in his absence by such other person as may be designated by the
Board of Directors. The Secretary, Executive Director, or their
designee shall keep the minutes of such meetings. In the absence
of the Chairman or Secretary, any member may be chosen to preside
or keep the minutes, as the case may be.
All questions coming
before the members for decision shall, unless otherwise provided
for by law or by these Bylaws, be decided by a majority of the
votes which the members represented in person or by proxy at the
meeting are empowered by these Bylaws to cast on the question.
Section 5.
Action Without Meeting
Any action which may be taken at a meeting of the members may
be taken without a meeting if such action is authorized in writing
signed by members possessing two-thirds of the votes entitled by
these Bylaws to be cast thereon, provided that all members
entitled to vote thereon are given an opportunity to sign such
authorization.
ARTICLE V
Board of Directors
Section 1.
Number and Composition
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(a)
The Board of Directors shall consist of a maximum of
fifty (50) directors, including: fifteen (15) directors approved
by the Board in accordance with Article V, Section 1, paragraph
(c);
twelve (12) directors elected by the Board in accordance
with Article V, Section 1, paragraph (d); sixteen (16) directors
elected by the membership in accordance with Article V, Section 1,
paragraph (e); and all past Board chairmen, in accordance with
Article V, Section 1, paragraph (f) of these Bylaws.
(b) Directors shall be elected or designated at the annual
meeting of the membership or, if not then elected or designated,
or if such meeting is not held, at a special meeting held for such
purposes.
The directors so elected or designated shall assume
office at the termination of such annual or special meeting and
shall serve until their successors are elected.
A director who
serves by designation of a member shall cease to be a director
upon expiration without renewal of the membership in the
Corporation of the member by whom he had been designated.
(c)
Each person which has paid or has irrevocably pledged
dues of $5000 or more or been granted membership as a Founder
member or Leadership Board member may thereafter apply for
membership on the Board of Directors. The Board of Directors will
consider such application at its next meeting, will evaluate the
application based on factors such as the needs of the Board, the
size of the Board, and other relevant factors, determined solely
in the discretion of the Board, and will act by majority vote to
either approve or disapprove the application.
If the Board is
unable to make a determination, the application shall be deemed
disapproved. If the application is approved, the Founder member
may designate one (1) representative to serve as a member of the
Board of Directors.
(d) Members represented on the Board of Directors may elect
twelve (12) additional directors to the Board.
For purposes of
this paragraph a member is represented on the Board if (1) the
member has qualified to appoint a director pursuant to paragraph
(c) of this Section, (2) the member as an individual has been
elected to the Board, or (3) the member has designated an
individual to represent it and that individual has been elected to
the Board.
(e)
The members in the Ambassador, Benefactor, Platinum, and
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Double Eagle categories shall be entitled to elect (1) director
each, the Gold and Silver classes shall be entitled to elect two
(2) directors each, and the Bronze class shall be entitled to
elect four (4) directors to the Board of Directors in an election
in which only members of that class may vote. In addition, the
members shall be entitled to elect four (4) directors to the Board
of Directors in an election in which all members may vote.
(f)
Each individual who has served as chairman of ICTA's
Board of Directors may be granted a full, voting seat on the
Board.
(g) Affiliated organizations such as the American Numismatic
Association, National Silver Dollar Roundtable, Professional
Numismatists Guild, and others may be invited to designate
representatives to ICTA's Board of Directors and to attend
meetings of such. Representatives of affiliated groups shall be
entitled to speak before the Board, but shall have no vote on
matters coming before the Board of Directors.
Section 2.
Meetings
(a)
Immediately after the election of directors at the
annual meeting or a special meeting called for that purpose, the
Board of Directors shall without notice hold its annual meeting
for the purposes of electing a Chairman and the transacting of
such other business and creation of such other offices, within the
powers of the directors, as shall come before the meeting.
The
Chairman shall be elected from among the members of the Board of
Directors. Alternatively, the Board of Directors may elect two of
its members to serve as co-Chairmen of the Board in lieu of a
single Chairman.
At any time when co-Chairman serve, all
references in these Bylaws to the Chairman shall be read as
referring to the co-Chairmen. The Board of Directors may provide
by resolution or bylaw for the holding of regular meetings other
than the annual meeting.
Special meetings of the board of
Directors may be called by the Chairman. The Chairman shall call
a special meeting whenever requested in writing to do so by at
least 25 percent of the total number of directors.
(b) Written notice stating the time and place of any meeting
except the annual meeting shall, unless waived, be given by
delivery in person or by mail or other expedited means, such as
overnight mail, telefax, or electronic mail to each director not
less than five (5) nor more than forty (40) days prior to the day
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of the meeting. Any such notice need not state the purposes of or
business to be transacted at any such meeting. Any director may
waive notice of any meeting, either in writing signed before or
after such meeting, or by attendance in person at such meeting
except attendance for the express purpose of objecting that the
meeting has not been lawfully called.
(c)
At any meeting of directors, one-third of the total
number of directors shall constitute a quorum, and all questions
for decisions shall, unless otherwise provided for by law or by
these Bylaws, be decided by a majority of the votes of the
directors present. Directors may not vote by proxy. An alternate
designated by a director may attend any meeting of the directors
in the absence of the designating director and in all respects
exercise all voting rights and other prerogatives of the
designating director, provided that a written designation of the
alternate by the director is received by the Executive Director at
least three (3) days prior to the first meeting which the
alternate will send.
Section 3.
Powers
The affairs of this Corporation shall be managed by the Board
of Directors and said directors shall have all the powers in the
conduct, control, and management of the affairs and the property
of the Corporation which shall be consistent with law, the
Articles of Incorporation, and these Bylaws, including the power
to fix the fiscal year of the Corporation; to approve and review
all matters involving major administrative policies, programs and
transactions; to establish, with such powers and duties as the
directors shall from time to time provide, change the membership
of, and discontinue committees; to review and approve all reports
from committees and subcommittees; to review and approve periodic
statements of fiscal operations and the annual budget; to appoint
an Executive Director, Treasurer and Secretary and determine the
duties of and compensation for such offices; to guide and counsel
the officers of the Corporation in the fulfillment of their
responsibilities; to evaluate the needs of the Corporation and
devise programs to meet them; and to determine persons authorized
to sign checks, drafts or other orders for payment of money in the
name of the Corporation.
Section 4.
Dismissal
The Board of Directors may dismiss one of its members, with
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or without cause, by majority vote taken either at a regularlyscheduled or specially-called meeting or by mail ballot.
ARTICLE VI
Officers
Section 1.
Number
The officers of the Corporation shall be a Chairman of the
Board, Vice-Chairman of the Board, a Treasurer, and a Secretary,
or a Secretary/Treasurer.
The Board of Directors may by
resolution establish and fill such other offices as it shall deem
necessary or appropriate, which offices shall have such authority
and such duties as from time to time shall be prescribed by these
Bylaws or by or under the authority of the Board of Directors.
Section 2.
Chairman of the Board
The Chairman of the Board shall exercise supervision over all
the affairs of the Corporation and its several officers, and shall
perform generally all the duties usually incident to the Office of
Chairman and such further duties as may from time to time be
required of him by the Board of Directors.
His duties shall
include, but not be limited to, calling and presiding at meetings
of the Board of Directors as needed for the purpose of reporting
on the general state of the Corporation, recommending policies and
courses of action and for other purposes; calling and presiding at
meetings of members; assisting the Board of Directors in the
formulation of Corporation policies on both long-range and shortrange activities; selecting an Executive Director and other
administrative staff to manage day-to-day operations of the
Corporation; interpreting and implementing policies and programs
established by the Board of Directors in the management of the
Corporation and its programs and activities; reviewing budgets and
appropriations before submission to the directors; appointing such
administrative or special committees as, in the Chairman's
discretion, are determined to be appropriate and useful;
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conferring with committee chairmen to see that their duties are
being carried out; and exercising general supervision over
Corporation
finances
by
periodically
reviewing
budgetary
performance and consulting with employees and officers of the
Corporation in preparation and submission of the Budget.
Section 3.
Vice-Chairman of the Board
The Vice-Chairman of the Board shall perform such duties as
may be from time to time be required by the Board of Directors or
the Chairman of the Board. In the absence of the Chairman of the
Board, the Vice-Chairman of the Board shall preside at meetings of
the Board of Directors and meetings of members. In the event of a
vacancy in the office of Chairman of the Board, the Vice-Chairman
of the Board will temporarily assume the office of Chairman of the
Board until the next meeting of the Board of Directors at which
time a new Chairman of the Board shall be elected.
Section 4.
Treasurer
The Treasurer shall
be responsible for the custody of the
Corporation's funds and securities, shall be responsible for full
and accurate records of receipts and disbursements in books
belonging to the Corporation and shall be responsible for
depositing all monies and other valuable effects in the name and
to the credit of the Corporation in such depositories as may be
designated by the Board of Directors or the Executive Director.
The Treasurer shall render to the Executive Director and to the
Board of Directors at its regular meetings or whenever so
requested an account of all his transactions as Treasurer and of
the financial condition of the Corporation. The Treasurer shall
undertake such other duties as the Board of Directors or the
Executive Director may assign.
Section 5.
Secretary
The Secretary of the Corporation shall attend, act as
secretary for, and be responsible for preparing written minutes of
all meetings of the Board of Directors and the members. He shall
be responsible for keeping the minutes and other records of all
such proceedings in a book or books to be maintained for that
purpose.
He shall be responsible for making such report of the
transactions of the Board of Directors and of the condition of the
Corporation as the Board of Directors may require.
He shall be
responsible for affixing the corporate seal to any instrument
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requiring the same. He shall be responsible for giving, or cause
to be given, a notice of all meetings of the members and of the
Board of Directors and shall perform such other duties as may be
prescribed by the Board of Directors, or by, or under the
authority of, the Executive Director. He shall make such reports
of the discharge of his duties as may from time to time be
required by the Board of Directors or the Executive Director.
Section 6.
Assistant Secretary
For the purpose of signing corporation documents and other
duties, the Executive Director shall also serve as Assistant
Secretary.
ARTICLE VII
Advisory Council
Section 1.
Purpose
The Advisory Council shall advise the Board of Directors on
policy issues that may come before the Corporation relating to the
purposes and affecting the members of the Corporation.
Section 2.
Number, Procedures and Composition
(a) The Board of Directors shall determine the number of and
qualifications for members of the Advisory Council and establish
its operating procedures.
(b) The members of the Advisory Council shall be elected by
the Board of Directors from leaders in the tangible asset
industry.
The Chairman of the Board of Directors and the
Executive Director of the Corporation shall be ex officio members
of the Advisory Council.
Section 3.
Powers
(a)
The Advisory Council at any time may offer advice and
counsel to the Board of Directors and the staff of the
Corporation.
(b) The Advisory Council shall be informed of pending policy
matters affecting the Corporation in the same manner as members of
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the Board of Directors.
(c) The members of the Advisory Council shall be invited to
attend the meetings of the Board of Directors and participate in
deliberations of the Board of Directors, but shall not have the
right to vote.
ARTICLE VIII
Committees
Section 1.
Management Committees
The Board of Directors in conformity with Article V, Section
3 of these Bylaws, by resolution adopted by a majority of the
authorized number of directors, may designate one (1) or more
committees, including an Executive Committee, each consisting of
(two (2) or more directors and not including individuals who are
not directors,) to serve at the pleasure of the Board. The Board
may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the
committee. The Board may delegate to any such committee, to the
extent provided in such resolution, any of the Board's powers and
authority in the management of the Corporation's business and
affairs, except with respect to the filling of vacancies on the
Board of Directors or any committee appointed by the Board; the
amendment or repeal of Bylaws or Board resolutions, or the
adoption of new Bylaws; and the appointment of other committees of
the Board or the members thereof.
The Board may prescribe appropriate rules, not inconsistent
with these Bylaws, by which committee proceedings shall be
conducted.
Section 2. Non-Management Committees
The Board of Directors, in conformity with Article V, Section
3 of these Bylaws may designate other committees not having and
exercising the authority of the Board of Directors in the
management of the Corporation by a resolution adopted by a
majority of the directors present at a Board meeting at which a
quorum is present.
Such committee must consist of at least one
(1) or more directors and may include members who are not
directors.
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ARTICLE IX
State Chapters
The Chairman of the Board shall have the authority to create
a State Chapter of the Corporation in any state, including the
District of Columbia, when the Chairman determines the creation of
such a State Chapter is in the best interests of the Corporation.
The Chairman of the Board shall also have the power to dissolve
any such State Chapters when the Chairman determines that this
would be in the best interest of the Corporation.
ARTICLE X
Bonds
The Executive Director and such other employees of the
Corporation as the Board of Directors determines shall be required
to furnish bond for the faithful performance of their duties, in
such amount and with such sureties as may be required by the Board
of Directors, the cost for which shall be paid by the Corporation.
ARTICLE XI
Notice
Wherever in these Bylaws notice is required to be given, such
notice
shall,
if
addressed
to
the
member
or
member's
representative, as the case may be, at the address as it appears
on the records of the Corporation, be deemed to have been
delivered and received three days after deposit, First-Class
postage prepaid, in the United States mail (six (6) days where the
addressee is overseas) and one (1) day after transmission to
Western Union.
ARTICLE XII
Dissolution
Upon any dissolution of this Corporation, assets which are
available for distribution shall, to the extent not otherwise
provided for by law, be distributed to any one or more nonprofit
organizations as shall be selected by the Board of Directors.
ARTICLE XIII
Indemnification
20
The Corporation shall indemnify each of its directors,
officers, committee members, committees, and employees, former
directors, officers, committee members, committees, and employees,
and any person who may have served at the Corporation's request as
a director or, officer of another corporation, whether for profit
or not for profit, including the executor, administrator, personal
representative and heirs of each such director, officer, committee
member, or employee against all reasonable expenses actually and
necessarily incurred by him including but not limited to,
judgments, settlements, costs and counsel fees, in connection with
the defense of any matter of litigation, including any civil,
criminal or administrative action, suit or proceeding, to which he
may have been made a party because he is or was such director,
officer, committee member, or employee. He shall have no right
to reimbursement, however, in relation to matters as to which he
has been adjudged liable to the Corporation for negligence or
misconduct in the performance of his duties.
It shall be the
policy of the Corporation to indemnify directors, officers,
committee
members,
committees,
and
employees,
and
former
directors, officers, committee members, committees, and employees,
and any person who may have served at the Corporation's request as
a director or officer of another corporation, for the expenses set
forth above which are incurred in the good faith performance of
their duties.
The directors of the Corporation shall not be liable to the
Corporation for any action taken or omitted by them in good faith,
or for the acts of any employee selected by the directors with
reasonable care, or for any act of omission of any other director.
The foregoing right of indemnification shall be in addition
to, and not exclusive of, any other rights to which such directors
and officers may now, or in the future, be entitled under any law,
Bylaw, agreement, resolution or otherwise.
ARTICLE XIV
Amendments
At any meeting of the Board of Directors these Bylaws may be
amended or repealed and new Bylaws adopted by the affirmative vote
of a majority of the votes of the members present provided written
notice is given to each director by delivering in person or by
mail or telegraph not less than ten (10) nor more than forty (40)
21
days prior to such meeting of intention to so amend or repeal the
Bylaws or to adopt new Bylaws, including the text of such proposed
amendments or new Bylaws.
March 25, 1996
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