Sierra Vista Community Band Bylaws

Transcription

1 ARTICLE I: PRINCIPAL OFFICE The principal office of the Sierra Vista Community Band shall be located in Sierra Vista, Arizona. The Sierra Vista Community Band may have such other offices, either within or without the State of Arizona, as the Board of Directors may determine or as the affairs of the Sierra Vista Community Band may require from time to time. The Sierra Vista Community Band shall have and continuously maintain in the State of Arizona a registered office and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office located at Sierra Vista, Arizona. The Board of Directors may change the address of the registered office from time to time as needed. ARTICLE II: NAME AND PURPOSE Section 2.1 Name. The name of the organization is Sierra Vista Community Band (herein referred to as SVCB). Section 2.2 Purpose. The purposes for which the SVCB is organized are exclusively for charitable, religious, educational, and scientific purpose, including, for such purpose, the making of distribution to organizations that qualify as exempt organization under section 501(c) (3) of the Internal Revenue Code (the "Code"), or corresponding section of any future federal tax code. The SVCB has as its primary purpose the promotion of the musical talents of members of the Sierra Vista community and Cochise County through reidentification, restoration, and recycling of those talents, and by providing musicians the opportunity and encouragement to participate in a well-organized musical ensemble, and to share these talents through public performance. Section 2.3 Goal. The goal of the SVCB is to become an active participant in community activities throughout the year. Section 2.4 Exemption. Notwithstanding any other provision of these articles, the SVCB shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income tax under 501 (c) (3) of the Code, or corresponding section of any future federal tax code. Section 2.5 Distribution of Assets. Under the winding up and dissolution of the SVCB, after paying or adequately providing for the debts and obligations of the SVCB, the remaining assets shall be distributed to a non-profit fund, foundation, or organization, which is organized and operated exclusively for charitable, education, or religious and/or scientific purposes and which has established its tax-exempt status under 501(c )(3) of the Code. 1

2 ARTICLE III: DECLARATIONS Section 3.1 Non-support of Extremist or Violent Activities. The SVCB does not nor will not propagate extremist activities nor advocate violence against others or the violent overthrow of local, state, or federal governments. Section 3.2 Compliance with Local, State, and Jurisdictional Laws. The SVCB has complied with all local, state, and jurisdictional laws. Section 3.3 Individual Civil Rights. The SVCB does not nor will not seek to deprive individuals of their civil rights. The SVCB will not unlawfully deny membership, unlawfully exclude from participation, or otherwise subject to unlawful discrimination, any person because of race, color, creed, religion, color, national origin, disability, gender, or age. Section 3.4 Permission To Operate. When operating on private and/or government property, the SVCB recognizes the right of the private property and government property owner, administrators, and agents to revoke their permission to operate at any time. Specifically, when operating on a military installation, the SVCB recognizes the right of the Installation Commander to revoke the SVCB s permission to operate at any time. ARTICLE IV: MEMBERSHIP Section 4.1 Classes of Members. The SVCB shall have one (1) class of Members, which consists of the participating members of the SVCB. Membership is open to all persons above high school age regardless of musical experience and without regard to race, color, creed, religion, color, national origin, disability, gender, or age. At the discretion of the SVCB Conductor, high school students with demonstrated instrumental abilities may obtain permission to participate in the SVCB. Section 4.2 Code of Conduct. All members agree to abide by the SVCB Code of Conduct and provide the SVCB Secretary a signed copy of the SVCB Code of Conduct. Section 4.3 Dues. The Board will set the amount of yearly dues. Dues will be collected annually, during September of each year, or if not collected during September, a month determined by the Board. Dues are used to cover basic operating expenses of the SVCB. Membership dues will be waived for all Active Military service members. Section 4.4 Voting Rights. Voting rights shall be conferred to participating Members who have attended a minimum of one-half regularly scheduled rehearsals during the past six (6) months, attended one-half of scheduled performances during the past six (6) months, and are current with their annual dues. Each qualified participating Member shall be entitled to one vote on each matter submitted to a vote of the Members. 2

3 Section 4.5 Termination of Membership. The Board may, upon the affirmative vote of two-thirds (2/3) of the Board, suspend or expel a member for cause after an appropriate hearing. Members who fail to attend four (4) or more consecutive rehearsals without contacting a Board member prior to the fourth absence will automatically have their membership in the SVCB terminated. Section 4.6 Resignation. A member may resign by notifying the Section Leader or Board, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid. Section 4.7 Reinstatement. Upon written request signed by a former member and filed with the secretary, the Board may, upon the affirmative vote of two-thirds (2/3) of the members of the Board, reinstate such former member to membership upon such terms as the Board may deem appropriate. Section 4.8 Transfer of Membership. Membership in the SVCB is not transferable or assignable. ARTICLE V: MEETINGS OF MEMBERS Section 5.1 Annual Meeting. An annual meeting of the Members shall be held on the first Tuesday in August in each year for the purpose of electing Officers and for the transaction of such other business as may come before the meeting. If the election of Officers is not held on the day designated herein for any annual meeting or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient. Section 5.2 Special Meetings. Special meetings of the Members may be called by the SVCB President, a majority of the Board, or not less than one-tenth (1/10) of the Members having voting rights, notifying the Board of the call. Section 5.3 Place of Meeting. The Board may designate any place, either within or without the State of Arizona, as the place of meeting for any annual meeting or for any special meeting called by the Board. If all of the Members shall meet at any time and place, whether within or without the State of Arizona, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. Section 5.4 Notice of Meeting. Written or printed notice stating the place, day and hour of any meeting of Members shall be delivered, either personally, by mail, or by to each member entitled to vote at such meeting, not less than seven (7) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these, the purpose or purposes for which the 3

4 meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the SVCB, with postage thereon prepaid. Section 5.5 Informal Action by Members. Any action required by law to be taken at a meeting of the Members, or any action that may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the Members entitled to vote with respect to the subject matter thereof. Section 5.6 Quorum. The Participating Members holding thirty-three percent (33%) of the votes that may be cast at any meeting shall constitute a quorum at such 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 5.7 Voting by Mail. Where Directors are to be elected by Members, such election may be conducted by mail in such manner as the Board shall determine. Section 5.8 Proxy Votes. Voting members may vote by proxy for, against, or abstain. Proxies must be signed by the absent Member and shall clearly indicate how the vote is to be cast. Proxies must be submitted to the Secretary prior to voting. ARTICLE VI: BOARD OF DIRECTORS Section 6.1 General Powers. The affairs of the SVCB shall be managed by its Board of Directors, (which hereinafter may be referred to as the Board ) and officers of the SVCB will collectively be recognized as the Board. Officers are voting Members of the SVCB. Board members need not be residents of the State of Arizona. The Board shall support the purpose of the Band and shall be aware of the community needs for band and music ensembles in the area. The Board shall select the SVCB Conductor(s). Section 6.2 Number, Tenure and Qualifications. Board members must meet the Member qualifications as those of voting members and shall be elected as SVCB officers at the annual meeting in August or specially called meeting. New Board members shall attend two Board meetings for training purposes prior to assuming their duties of office. The term of office for each Director begins in September, or the month elected if elected as the result of a specially called meeting, and ends the last day of the following August. Board members shall be individuals who are willing to attend meetings and participate fully in the business of the SVCB, which may include serving on one or more of the various committees formed to carry out the operation of the SVCB. Section 6.3 Regular Meetings. Board meetings shall be held monthly with additional meetings called as needed, with written notice of the time and place given at least seven (7) days prior thereto. The Board has the discretion to decide which matters, except 4

5 changes in the, will be brought before the members of the Band for voting. Any voting Member may attend these meetings. Section 6.4 Special Meeting. Special meetings of the Board may be called by or at the request of the President or any three (3) voting Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Arizona, as the place for holding any special meeting of the Board called by them. Notice of any special meeting of the Board shall be given at least two (2) days prior thereto by written notice. Section 6.5 Notice. Notice for the purposes of these shall mean written notice delivered in person, by telephone, , facsimile, or other form of wire or wireless communication, or by mail or private carrier each Director at his or her address as shown by the records of the SVCB. If mailed, such notice shall be deemed delivered two business days after deposit in the United States mail in a sealed envelope so addressed, with postage prepaid. If delivered by or facsimile, such notice shall be delivered to the address or fax number of the respective Director who has supplied such address or number to the SVCB, and shall be deemed delivered upon record of successful transmission to that address or number. If all Directors consent to the holding of a meeting without call or notice, such meeting shall be valid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting that was not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these. Section 6.6 Quorum. A majority, defined herein as more than two-thirds (2/3) of the voting Directors, shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. If a quorum of Directors is present when the meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more Directors. Section 6.7 Board Decisions. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these. Section 6.8 Vacancies. Vacancies on the Board resulting from death, incapacity to serve, resignation, removal, or otherwise, shall be filled by appointment by the President with approval of the remaining Directors, and a Director so appointed shall hold office for the balance of the term of the Director replaced, and thereafter until his or her successor has been duly elected. 5

6 Section 6.9 Removal. Any Director may be removed from office at any time, with or without cause, by the vote of a majority of the Board. The removed Director shall receive written notice of the reason for the removal at least fifteen (15) days prior to the effective date and shall have an opportunity to be heard either orally or in writing by persons authorized to undo the removal at least five (5) days prior to the effective date. A removal is appropriate if it is reasonable taking into consideration all of the relevant facts and circumstances. The decision of the Board is final. Section 6.10 Unexcused Absences. Any Director who is absent from two consecutive meetings of the Board without prior notification of the President, or such person as the President shall designate, may be removed upon a majority vote of the Board. Section 6.11 Conflict of Interest Disclosure. Any duality of interest or possible conflict of interest on the part of any Director shall be disclosed to the other Directors and made a matter of record when the interest becomes a matter of the Board action. If not prevented from disclosure by a duty imposed by law or professional canon, the Director having a conflicting interest shall disclose the existence and nature of the conflicting interest and all facts known to the Director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction. If prevented from making such disclosure by a duty imposed by law or professional canon, a Director having a conflicting interest shall: (a) disclose the existence and nature of the conflicting interest and inform the Board of the character and limitations imposed by that duty before their vote on the transaction, and (b) play no part, directly or indirectly, in their deliberations or vote. Any Director having a duality of interest or possible conflict of interest on any matter shall not vote or use his or her personal influence on the matter, and he or she shall not be counted in determining the quorum for the meeting, even where permitted by law. The minutes of the meeting shall reflect that a disclosure was made, as well as the abstention from voting and the status of the quorum at the time of the vote Contracts. No contract or other transaction between the SVCB and its Directors or officers or between the SVCB and any other organization, firm, association, or entity in which its Directors or officers are members, directors, or officers or are financially interested shall be either void or voidable because of the relationship or interest or because the Director or officer is present at the meeting of the Board or of the committee of the Board that authorizes, approves, or ratifies such contract or transaction or because his, her or their votes are counted for such purpose, if either of the following apply: 6

7 (a) the fact of such relationship or interest is disclosed or known to the Board or to the committee thereof that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of the interested Director(s); or (b) the contract or transaction is fair and reasonable to the SVCB at the time the contract or transaction is authorized, approved, or ratified in the light of circumstances known to those entitled to vote on the matter at that time. Section 6.12 Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the SVCB in any other capacity and receiving compensation for such actual services. Section 6.13 Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. ARTICLE VII: OFFICERS Section 7.1 Officers. The officers of the SVCB shall be a President, Vice-President, Treasurer, Secretary, Personnel Manager, Public Relations Officer, and Librarian Member At Large. The Board may create other officer positions as needed. An elected Officer shall be a member of the Board of Directors. Section 7.2 Election and Term of Office. Voting Members shall elect the officers of the SVCB at the Annual Meeting or a special meeting called by the Board as described in these. The term of office for all officers shall end the last of day August and officers may be re-elected to office. Section 7.3 Removal. Any officer elected may be removed by a vote of the majority of the Board whenever, in its judgment, the best interests of the SVCB would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed. The removed officer shall receive written notice of the reason for the removal at least fifteen (15) days prior to the effective date and shall have an opportunity to be heard either orally or in writing by persons authorized to undo the removal at least five (5) days prior to the effective date. A removal is appropriate if it is reasonable taking into consideration all of the relevant facts and circumstances. The decision of the Board is final. Section 7.4 Resignation. Any officer may resign at any time by giving written notice to the President or the Secretary of the SVCB. Such resignation shall take effect when received 7

8 or at any later date specified therein, and the acceptance by the Board of such resignation shall not be necessary. Section 7.5 Vacancies. In the event of a vacancy in any office because of death, resignation, removal, disqualification, or otherwise, the Board shall hold a specially called meeting with the voting Members at a time appointed by the Board for the purpose of holding a special election to fill the vacancy. Section 7.6 Duties of Officers and Appointed Board Members President. The President shall preside at all meetings and be the Chief Executive Officer and President of the SVCB, having a general direction of all affairs subject to the control of the Board, having authority to execute, in the name of the SVCB, all contracts and other documents as authorized by the Board. At meetings the President shall develop agenda, preside at the meetings, designate committees, and appoint committee members, to be confirmed by the Board. The President shall oversee and coordinate the activities of the other Officers. The President shall coordinate nominations for Officers elections. All the other Officers shall report directly to the President. All committee members shall report to their Board member, who in turn reports to the President. The President will also make reports or recommendations to the Board and to the membership of the SVCB concerning the works and affairs of the SVCB Vice-President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Vice-President shall set the concert schedule/season for the following concert year and coordinate dates with the Board. The Vice-President shall make arrangements for concert performances including the location, seating, parking, directions, and sound system. The Vice-President shall provide rehearsal/concert information; including any equipment individual Band members need to bring, to all Band members as soon as possible. The Vice-President shall oversee the Equipment Committee Treasurer. The Treasurer shall receive and have custody of all funds of the SVCB and deposit same in such bank or banks as may be designated by the Board. The Treasurer shall disburse authorized payments, file all required tax forms, and maintain the SVCB s non-profit, tax-exempt status. The Treasurer shall be responsible for all financial aspects of fund raising approved by the Board and shall work with the Finance Committee personnel to collect annual dues. The Treasurer shall generate a proposed budget at the beginning of each fiscal year and a financial summary at the end of each fiscal year for review by the Board. The Treasurer shall oversee the Finance Committee. 8

9 7.6.4 Secretary. The Secretary shall keep a full, complete, and accurate record of the proceedings of the Board, shall give notice of such meetings as required, and shall discharge such other duties as pertain to the office or as prescribed by the President or the Board. An Acting Secretary, in the absence of the Secretary or inability of the Secretary to act, shall be named by the President to perform the duties and functions of the Secretary. The Secretary shall record and publish minutes of all meetings, including action items, provide notification of called meetings, and maintaining a running history of the Band s activities, including estimated attendance at concerts. The Secretary shall maintain a Policies and Procedures Manual (Adverse Weather Policy, Dress Policy etc.). The Secretary shall write and send any necessary correspondence on behalf of any board members needing such support. The Secretary shall also be responsible for checking the PO Box for mail and distributing any received mail on a timely basis. The Secretary shall also arrange social events including location reservations Personnel Manager. The Personnel Manager shall be responsible for keeping attendance, disseminating information to Band members, including changes/additions to rehearsals and performances, and taking a planning roll before specific rehearsals and all performances to ensure needed concert instrumentation. The Personnel Manager shall organize and maintain a band member s directory including name, phone number, address, address, instruments, and committee memberships. The Personnel Manager shall provide Information Packets for all new members at the time the Personnel Sheet is turned in. The Personnel Manager shall provide a list of current members for inclusion in concert programs and/or the Web page roster. The Personnel Manager shall also be responsible for communicating with the Conductor(s) and producing the music order list for inclusion in concert programs. The Personnel Manager shall organize efforts to recruit new members. The Personnel Manager shall maintain the telephone tree. The Personnel Manager shall generate an updated membership and Executive Board member listings, which will be distributed to all active members as, needed Public Relations Officer. The Public Relations Officer shall coordinate all communications with the general public via various media including information on concerts, rehearsal schedule and needs for additional instrumentation. The Public Relations Officer shall complete an information mailing to patrons and past members. The Public Relations Officer shall also coordinate concert preparation (i.e. programs, flyers), front of house and community displays. The Public Relations Officer shall update the Band s web site (concert dates, library, ensembles, etc.) or coordinate with a member of the Advertising committee to ensure that the web site is updated in a timely manner. The Public Relations Manger Officer shall ensure attendance of a SVCB representative at community functions as requested by community organizations and/or the Board. The Public Relations Officer shall be responsible for all advertising/publicity associated with fund raising activities approved by the Board. The Public Relations Officer shall oversee the Advertising Committee and enlist their support as necessary to ensure that all advertising is completed in a timely manner. 9

10 7.6.6 Member At Large. The SVCB Member at Large is the designated liaison between the SVCB band members and the SVCB Board Members. The Member at Large focuses on band member issues and voices issues and concerns to the board for their attention. SVCB Member At Large will conduct member surveys on items that concern the entire band to obtain information and ideas on the direction of the band. ARTICLE VIII: COMMITTEES Section 8.1 Committee Membership. Committees shall serve at the convenience of the Board, and shall include at least one member of the Board. They shall report directly to their Board member, who in turn reports to the President. Section 8.2 Library Committee. The Library Committee shall assist the Librarian with music stamping, music distribution, music collection, maintaining a music database and other duties as required. Library Committee members shall report directly to the Librarian. Section 8.3 Advertising Committee. The Advertising Committee shall be responsible for publicizing all Band activities and needs for additional instrumentation. They shall produce flyers announcing upcoming performances. They shall offer advertising space in concert programs and/or list other community support. Their publicity may include news releases to newspapers, television and radio stations. The Advertising Committee shall include a Web-page Manager, who shall make monthly updates to the SVCB web pages, including the concert schedule, and review/respond/ forward sent to the SVCB address. The Advertising Committee shall report directly to the Public Relations Officer. Section 8.4 Finance Committee. The Finance Committee shall be responsible for helping with the collection of annual dues, reviewing/auditing the financial records maintained by the Treasurer, assisting the Treasurer with tax forms, determining other monetary opportunities (such as grants) available to the Band as a non-profit SVCB, and helping with any fund raising activities. The Finance Committee shall report directly to the Treasurer. Section 8.5 The Equipment Manager/Committee. The Equipment Committee shall assist the Equipment Manager with the pick-up, delivery, and return of any loaned or borrowed equipment. The committee will also assist the Equipment Manager with periodic inventory of equipment assets, and in the repair and upkeep of that equipment. The Equipment Manager shall be responsible for set up and tear down of equipment required for performances, including chairs, lights, podium, and sound system. The Equipment Manager shall maintain such equipment in good working order. The Equipment Manager shall maintain a written inventory of Band equipment with estimated value, as well as storage locations. The Equipment Manager will be responsible for coordinating the reservation, pickup and return of any rental vehicles used. The Equipment Manager shall report directly to the Vice-President. 10

11 Section 8.6 Special Committees. Special Committees may be formed as needed to serve under the direction of the Board. ARTICLE IX: CONTRACTS, CHECKS, DEPOSITS AND FUNDS Section 9.1 Contracts. The Board may authorize any officer or officers, agent or agents of the SVCB, in addition to the officers so authorized by these, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the SVCB, and such authority may be general or may be confined to specific instances. Section 9.2 Checks. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the SVCB shall be signed by such officer or officers, agent or agents of the SVCB and in such manner as shall from time to time be determined by resolution of the Board of Directors. Any such instruments in amounts greater than $50 shall be signed by the treasurer and countersigned by the President or Vice-President of the SVCB. Section 9.3 Deposits. All funds of the SVCB shall be deposited from time to time to the credit of the SVCB in such banks, trust companies or other depositories as the Board may select. Section 9.4 Gifts. The Board may accept on behalf of the SVCB any contribution, gift, bequest or devise for any purpose of the SVCB. ARTICLE X: BOOKS AND RECORDS The SVCB shall keep current and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the Board. All books and records of the SVCB may be inspected by any Member of the SVCB or that Member's agent or attorney for any proper purpose at any reasonable time. ARTICLE XI: CONTRIBUTIONS The SVCB may accept any designated contribution, bequest or devise not inconsistent with its general tax-exempt purposes, its articles of the SVCB and these. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. The SVCB shall receive all right, title, and interest in and to and control of such contributions, as well as discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the SVCB shall retain complete control over all donated funds (including designated contributions) and shall exercise its discretion so as to insure that such funds will be used to carry out its tax exempt purposes. 11

12 ARTICLE XII: INVESTMENTS The Board shall have power to make investments of the funds of the SVCB and to change the same, and may from time to time dispose of any part or all of same or any rights or privileges that may accrue thereon. The Board may delegate such powers to an investment committee, if one, or to one or more executive officers of the SVCB. Any person or persons so designated by the Board shall have authority to execute such form of transfer and assignment as may be customary to constitute the transfer of stocks or other securities in the name of the SVCB. ARTICLE XIII: INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES The SVCB shall indemnify, to the maximum extent permitted by A.R.S et seq., any person who is a party or is to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, or any threatened, pending or completed action, suit or proceeding by or in the right of the SVCB to procure a judgment in its favor, by reason of the fact that he or she is or was a director, officer, advisor, or employee of the SVCB or is or was serving at the request of the SVCB as a director, officer, advisor, or employee of any other SVCB, partnership, joint venture, or other enterprise, against expenses (including attorney's fees), against judgments and fines, and amounts paid on settlement to the extent permitted by law. Expenses including attorney's fees incurred in defending a civil or criminal action, suit or proceeding may be paid by the SVCB in advance of the final disposition of any such action, suit or proceeding to the extent permitted by law. The SVCB may, to the full extent then permitted by law and authorized by the directors, purchase and maintain insurance on behalf of any officer, director, advisor, or employee against any liability asserted against and incurred by any such person in any such capacity, or acting out of his or her status as such whether or not the SVCB would have the power to indemnify such person against such liability. ARTICLE XIV: SEAL The Board shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the SVCB. ARTICLE XV: WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Arizona Nonprofit SVCB Act or under the provisions of the Articles of the SVCB or the of the SVCB, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 12

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