RESTATED BYLAWS OF ARTICLE I NAME AND PURPOSE

Transcription

1 Adopted on September 16, 2017 RESTATED BYLAWS OF UNITARIAN UNIVERSALIST ROWE CAMP AND CONFERENCE CENTER, INC. ARTICLE I NAME AND PURPOSE Section 1. The name of this corporation shall be Unitarian Universalist Rowe Camp and Conference Center, Inc. ( the Corporation, the Rowe Center, or Rowe ). Section 2. The purpose of the Corporation shall be: The Corporation is and shall at all times be operated exclusively within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, asamended, and within the meaning of Massachusetts General Laws c. 180, Section 4, as amended. Without limiting the foregoing, the primary purpose of the Corporation is: a. To maintain and operate a camp and conference center where people of all ages will have the opportunity to participate in camp life, conferences, and to pursue spiritual development, consonant with Unitarian Universalist views. b. To hold and maintain the Preserved Smith Memorial Church at Rowe and to provide spiritual services therein to such extent as seems feasible. In connection therewith, the Corporation may engage in any such other religious, charitable and educational activities and programs, including grant making, in furtherance of the foregoing purposes as may be carried out by a Corporation organized under Massachusetts General Laws Chapter 180 and described in Section 501(c)(3) of the Internal Revenue Code. ARTICLE II ARTICLES OF ORGANIZATION The name and purposes of Unitarian Universalist Rowe Camp and Conference Center, Inc. ( the Corporation ) shall be as set forth in the Articles of Organization, as amended. These Restated Bylaws, the powers of the Corporation and of its Members, its Trustees and its officers, and all matters concerning the conduct and regulation of the Corporation shall be subject to the Articles of Organization in effect from time to time.

2 ARTICLE III MEMBERSHIP Section 1 MEMBERSHIP. The membership of this Corporation shall consist of Regular Members and Life Members, hereafter called Members. a. Regular Members. Regular Members shall be voting Members of the Corporation who collaborate in policy making and administration of the Corporation. Regular Members shall maintain a current membership in good standing by paying dues for each 12-month period. b. Life Members. Life Members shall be voting Members of the Corporation who are elected for life by a two-thirds vote of the Board of Trustees, hereafter referred to as the Board. Life Members are exempt from dues. c. Dues. Members must have paid their dues, in full, thirty days prior to the Annual Meeting in order to vote. Section 2 Section 3 TERM AND DUES. The period of membership of Members shall be the calendar year or such other period as the Board of Trustees may from time to time determine. A Regular Member s membership shall terminate at the end of the membership period unless the membership dues for the succeeding period shall have been paid in full. The Board of Trustees shall include any recommended changes in the amount of dues in the proposed Annual Budget. Notice of any recommended changes shall be included in the call to the Annual Meeting of the Corporation. MEETINGS OF THE MEMBERSHIP. a. Annual Meeting. The Membership shall meet annually in September at the Rowe Center on such date and time as the Board of Trustees shall determine, for the purposes of electing Trustees, consulting with the Board regarding policy matters affecting the Corporation, and other matters. b. Special Meetings. Other Meetings may be called by the President or the Board of Trustees, and shall be called by the Clerk, or in the case of the death, absence, incapacity, or refusal of the Clerk, by any other officer, upon the written application of Members representing at least ten percent of the smallest quorum of Members required for a vote upon any matter at the Annual Meeting of Members. 2

3 Section 4 RIGHTS AND POWERS OF THE MEMBERSHIP. Members in good standing shall have the following powers: a. Attendance at Meetings. All Members shall have the right to attend meetings of the Membership and any regular, open meeting of the Board of Trustees. The Board reserves the right to utilize closed special meetings and executive sessions for sensitive, confidential corporate matters. b. Voting Privileges. Each Member of the Corporation shall have the right to vote on each of the following matters: in the annual election of Officers and Trustees (which shall be decided by a majority vote of the Members present in person or by proxy); in the approval of the annual budget (which shall be decided by a majority vote of the Members present at the Annual Meeting); on proposed amendments to or restatement of the Articles of Organization (which shall be decided by a two-thirds vote of all Members present in person or by proxy, or as otherwise required by law); on proposed amendments to or restatement of these Bylaws (which shall be decided by a two-thirds vote of the Members present in person or by proxy); on merger of the Corporation (which shall be decided by a two-thirds vote of all Members present in person or by proxy, or as otherwise required by law); on dissolution of the Corporation (which shall be decided by a majority vote of all Members present in person or by proxy, or as otherwise required by law); and on any other matters that are required to be decided by corporate Members as required by state or federal law (which shall be decided by a majority vote of the Members present in person or by proxy, or as otherwise required by law). c. Other Member Approval. Other matters may be referred by the Board of Trustees to the Members for approval from time to time, consistent with the provisions of these bylaws. d. Other Rights and Powers of Members. i. Any Member has the right to nominate an individual to the Board of Trustees, consistent with the provisions of these bylaws, if that person submits a signed petition in writing containing the nominee s name and contact information to the Clerk at clerk@rowecenter.org. ii. Members have the right to add an item to the Annual Meeting agenda for discussion, that is consistent with the provisions of these bylaws, and that is not already on the agenda, if they submit a petition in writing, at least sixty days before the Annual Meeting, to the Clerk at clerk@rowecenter.org and it is signed by at least 15 Members. 3

4 iii. Each Annual Meeting shall include an open forum as a space for Members to make inquiries, express concerns, and provide guidance for the work of the Board. iv. Non-Board Members may serve on standing committees and ad hoc committees of the Board. Section 5 NOTICE. a. All Members shall be entitled to notice of all meetings of the Membership. Not less than 30 days notice, addressed to the Member as his or her contact information appears in the records of the Corporation, shall be given of all meetings stating the date, purpose, time and place of such meeting. b. Notice of the date and time of any regular, open, in-person meeting of the Board of Trustees shall be posted on the Board section of Rowe s website at least fourteen days in advance of the meeting. c. Notice of the date of any regular open telephone conference meeting of the Board of Trustees shall be posted on the Board section of Rowe s website at least fourteen days in advance of the meeting. Members in good standing who wish to attend an open telephone conference meeting of the Board should contact the clerk at clerk@rowecenter.org. Section 6 Section 7 Section 8 WAIVER OF NOTICE. Whenever any written notice of a meeting is required to be given by these Bylaws, a Member can waive (voluntarily give up) his or her right to receive such notice, either before or after the meeting in question, and the waiver shall have the effect of written notice. Attendance at a meeting by a Member who has not received a written notice of a meeting, but who attends said meeting without protest as to nonreceipt of a written notice, shall have the effect of a waiver of notice. QUORUM AND VOTING. Each Member shall have one vote at a meeting at which a quorum is present. On any matter presented to the Member, 30 Members present in person or by proxy shall constitute a quorum. When a quorum is present, voting shall be by majority vote, unless otherwise provided herein. An abstention shall not be counted as a vote. PROXIES. A ballot completed by a Member may be cast by a proxy (another Member) if the Member is unable to attend a meeting in person. Voting by Members may be either in person or by proxy dated not more than six months before the meeting named in the proxy. 4

5 Before being voted, all proxies shall be filed with the Clerk or other person responsible for recording the proceedings of the meeting. Section 9 Section 10 ACTION WITHOUT A MEETING. Any action (that is, any proposed vote) that is required or permitted to be taken, may be taken without a meeting, if all those entitled to vote consent in writing, and if the written consents are filed with the records of the Corporation. Consent may be given by facsimile transmission, electronic mail, or other means of written communication. Such consents shall be treated for all purposes as a vote at a meeting. RESIGNATION. Any Member may resign at any time by giving written notice of such resignation to the President, Clerk or Board of Trustees. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Board. ARTICLE IV BOARD OF TRUSTEES Section 1 Section 2 Section 3 POWERS. The general management of the business, property and affairs of the Corporation shall be vested in a Board of Trustees, subject to those powers invested in the Members. The Board shall formulate and execute governing policies to fulfill its responsibilities, which include but are not limited to the use of the camp, conference center, the Preserved Smith Memorial Church, and employment. Employees and other agents may be hired to conduct the business of the Corporation. QUALIFICATION OF TRUSTEES. Board Members shall be chosen with a view toward maintaining a balanced Board of Trustees whose Members represent in aggregate a cross-section of the communities served and who have the kinds of skills and experience that can contribute to the purposes and mission of the Corporation. These qualifications may include expertise in business, law, finance, human resources, youth leadership, development, nonprofit administration, or other skills. Each Trustee must be in a position to attend Board of Trustee meetings regularly, to serve on committees, to participate in fundraising efforts, to devote a substantial amount of time to the affairs of the Corporation, and to become and remain acquainted with current developments. All nominees are required to go through a screening, orientation, and training process for Board Membership. NUMBER, ELECTION, TERM OF OFFICE AND VACANCIES. The number of Trustees shall be no less than 7 and no more than 11. 5

6 Trustees and Officers shall be elected by the Members at the Annual Meeting of the Corporation from among the candidates submitted by the Nominating Committee. The Nominating Committee will be chaired by the Vice President, and it should include at least one Member of the Corporation who does not currently serve on the Board, a Board Member, and the Executive Director. Names of the nominees to the Board must be submitted to the Board by the Nominating Committee not less than 40 days before the date of the Corporation s annual meeting. The term of office for each Trustee shall be three years, except that the Trustees in office as of the date on which these Restated Bylaws are approved shall designate staggered terms among themselves such that, as nearly as possible, one-third of the Trustees shall be elected each year. The Board of Trustees may elect a new Trustee for the unexpired term of a vacating Trustee at any Regular or Special Meeting of the Board. Section 4 Section 5 Section 6 Section 7 LIMITATION OF TERMS. Members of the Board of Trustees shall be eligible for reelection for a second term, but no person may be elected to the Board of Trustees for more than two complete, successive terms. However, after the expiration of one year following a second term, former Board Members are eligible for election again. Notwithstanding the above, an individual may be elected to continue to serve on the Board of Trustees for a period in excess of two successive terms, provided the Board of Trustees, at such time, passes a special resolution authorizing this exception to the above term limits. RESIGNATION. Any Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Board. Any Trustee who fails to attend three consecutive Regular Meetings of the Board of Trustees without adequate reason and approval of the President shall be deemed to have delivered his or her resignation as a Trustee, effective as of the close of business of the meeting of the Board at which the third consecutive failure to attend shall have occurred. REMOVAL. A Trustee may be removed for cause by an affirmative vote of a majority of the Trustees then in office at any meeting of the Board of Trustees, provided that such Trustee is given at least seven days notice of the proposed suspension or removal and the reasons therefor, and an opportunity to be heard at the meeting, and that notice of the proposed suspension or removal is given in the notice of meeting. COMMITTEES. The Board of Trustees may elect or appoint one or more committees as it sees fit and shall, by vote of a majority of the 6

7 Trustees then in office, elect or appoint as Standing Committees of the Board a Finance/Investment Committee, a Personnel Committee, a Nominating Committee, a Governance Committee, and a Youth Programs Advisory Committee. The Chair of each Standing Committee shall be a Trustee. Each Committee shall have only such power and authority as the Board, in its discretion, shall choose to delegate, provided, however, that the Board shall not delegate its powers to any committee not solely comprised of Trustees. Each Committee shall conduct its business as nearly as may be in the same manner as is provided by these Bylaws for the Board of Trustees. Section 8 DUTIES. A Trustee shall perform the duties of a Trustee. This includes the Trustee s performance of duties as a Member of any Board Committee on which the Trustee may serve, in good faith, in a manner such Trustee believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a Trustee, a Trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared under the supervision of, or presented by: (1) one or more officers or employees of the Corporation whom the Trustee believes to be reliable and competent as to the matters presented; (2) counsel, independent accountants, or other persons as to matters which the Trustee believes to be within such person s professional or expert competence; or (3) a Committee upon which the Trustee does not serve, as to matters within that Committee s designated authority, so long as in each such case, the Trustee acts in good faith after reasonable inquiry when appropriate. A person who performs the duties of a Trustee in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person s due care obligations as a Trustee, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the Corporation, or assets held by it, are dedicated. Section 9 INSPECTION. Every Trustee shall have the right upon reasonable notice and at any reasonable time to inspect all books, records, and documents, and to inspect the physical properties of the Corporation. The Executive Director shall, at his or her discretion, determine the manner and means of inspection, taking into account the confidentiality and privacy needs and best interests of the Corporation. 7

8 Section 10 NO COMPENSATION. Trustees shall serve as such on a volunteer basis, without compensation. Trustees may be reimbursed for reasonable expenses incurred in connection with their service on or to the Board. Nothing herein precludes payment of reasonable compensation to Trustees for services rendered the Corporation in another capacity. ARTICLE V MEETINGS OF THE BOARD OF TRUSTEES Section 1 ANNUAL, REGULAR AND SPECIAL MEETINGS. 1. The Annual Meeting of the Corporation shall be held in September at Rowe at a time chosen by the Board. 2. Regular Meetings of the Board shall be held at such date, place and time as the Board of Trustees may from time to time determine. 3. Special Meetings may be called by the President or the Board of Trustees, and shall be called by the Clerk, or in the case of the death, absence, incapacity, or refusal of the Clerk, by any other officer upon the written application of two or more Trustees. Section 2 Section 3 NOTICE. Written notice shall be given to the Trustees of all meetings stating the date, purpose, time and place of such meeting: (a) by mailing, postage prepaid and addressed to the appropriate last known home or business address at least fourteen days before the meeting; (b) by causing such notice to be sent by telegram, facsimile transmission, electronic mail, or other means of written communication at least fortyeight hours before the meeting to the Trustee s contact information as it appears in the records of the Corporation; or (c) by providing such notice in person or by telephone at least forty-eight hours before the meeting. However, separate notice of Regular Meetings, if fixed in advance or occurring on a regular schedule agreed upon in advance by the Board of Trustees, is not required, provided that all Trustees have notice of such fixed or scheduled date, time and place. QUORUM AND VOTING. A majority of Trustees then in office shall constitute a quorum at all Regular Meetings of the Board. A Trustee who attends the meeting but is disqualified from participation because of a conflict of interest shall be counted as present for purposes of the quorum but not for voting purposes. When a quorum is present, voting at any Regular Meeting of the Board shall be by majority vote of the 8

9 Trustees present and voting. An abstention shall not be counted as a vote. Section 4 Section 5 Section 6 Section 7 ACTION WITHOUT A MEETING. Any action (that is, a proposed vote) that is required or permitted to be taken, may be taken without a meeting, if all those entitled to vote consent in writing, and if the written consents are filed with the records of the Corporation. Consent may be given by facsimile transmission, electronic mail, or other means of written communication. Such consents shall be treated for all purposes as a vote at a meeting. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board of Trustees or any committee designated by the Board of Trustees or these Bylaws may participate in any open meeting of the Board of Trustees or of such committee by means of a conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting. WAIVER OF NOTICE. Whenever any written notice of a meeting is required to be given by these Bylaws, a Trustee can waive (voluntarily give up) his or her right to receive such notice, either before or after the meeting in question, and the waiver shall have the effect of written notice. Attendance at a meeting by a Trustee who has not received a written notice of a meeting, but who attends said meeting without protest as to the non-receipt of such written notice, shall have the effect of a waiver of notice. MEETING CONDUCT AND PROCEDURE. The President or the Vice President in the absence of the President (or a Trustee designated by the Board in the absence of both the President and Vice President) shall chair Regular Meetings of the Board, the Annual Meeting of the Corporation, and Special Meetings. Annual Meetings and Special Meetings of the Corporation shall be conducted in accordance with Roberts Rules of Order Simplified. The Board is responsible for establishing the procedures of its Regular Meetings. ARTICLE VI OFFICERS Section 1 ENUMERATION. The officers of the Corporation shall be a President, a Vice President, a Clerk, a Treasurer, and such other officers as the 9

10 Board of Trustees may from time to time determine. A person may simultaneously hold more than one office in the Corporation, except that a person may not serve simultaneously as President of the Board and Treasurer. All Officers shall be Trustees. Section 2 POWERS. The officers shall have the powers and perform the duties customarily belonging to their respective offices, including the powers and duties listed below: a. The President of the Board shall preside at all meetings of the Members and shall, except as otherwise specified by the Board of Trustees or these Bylaws, have the powers and duties incident to the office of President and such other responsibilities and powers as designated by the Board of Trustees. The President shall, subject to the direction of the Board of Trustees, be responsible to the Board of Trustees for the effective implementation of the Corporation s policies and for providing leadership for strategic planning. The President is an ex-officio (voting) Member of any Board committee. b. The Vice President shall, except as otherwise specified by the Board of Trustees or these Bylaws, have the powers and duties incident to the office of Vice President and such other responsibilities and powers as designated by the Board of Trustees. In the absence or inability of the President to act, the Vice President shall have and possess all of the powers and discharge all of the duties of the President. The Vice President chairs the Nominating Committee and is responsible for the orientation of new Board Members. c. The Clerk shall, except as otherwise specified by the Board of Trustees or these Bylaws, have the powers and duties incident to the office of Clerk and such other responsibilities and powers as designated by the Board of Trustees. The Clerk shall, subject to the direction of the Board of Trustees, be responsible for the recording and maintenance of the corporate records and documents of the Corporation, including records of all meetings of the Members and of the Board of Trustees, and for the issuance of calls and notices of meetings of the Members and of the Board of Trustees. If the Clerk is absent from any meeting, a temporary Clerk, chosen at the meeting, shall exercise the duties of the Clerk at such meeting. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. d. The Treasurer shall, except as otherwise specified by the Board of Trustees or these Bylaws, have the powers and duties incident to the office of Treasurer and such other responsibilities and powers as 10

11 designated by the Board of Trustees. The Treasurer shall, subject to the direction of the Board of Trustees, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall be responsible for ensuring the safe custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Trustees may otherwise provide. The Treasurer shall render a report of finances at each Regular Meeting of the Board and at the Annual Meeting of the Corporation. Section 3 Section 4 Section 5 RESIGNATION. Any officer may resign at any time by giving written notice of such resignation to the President or the Clerk. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the officer to whom it is given. REMOVAL. An officer may be removed either with or without cause by an affirmative vote of a majority of the Trustees then in office at any meeting of the Board. Such suspension or removal shall be without prejudice to contract rights, if any, of the person so suspended or removed. Election or appointment as an officer shall not of itself create contract rights. VACANCIES. A vacancy in any office shall be filled by the Board of Trustees at any meeting. ARTICLE VII EXECUTIVE DIRECTOR The Board shall hire, supervise, and assist an Executive Director, who shall be the senior management employee of the Corporation and, subject to the direction of the Board of Trustees, shall have authority over and be responsible for the day-to-day management of the Corporation. The Board of Trustees shall adopt an Executive Compensation Policy and procedures consistent with the requirements of state and federal law and best practices governing 501(c)(3) public charities operating in Massachusetts. 11

12 ARTICLE VIII NO PERSONAL LIABILITY AND INDEMNIFICATION OF TRUSTEES, OFFICERS AND EMPLOYEES No officer or Trustee shall be personally liable to the Corporation for monetary damages for any breach of fiduciary duty by such officer or Trustee as an officer or Trustee notwithstanding any provision of law imposing such liability, except that, to the extent provided by applicable law, this provision shall not eliminate or limit the liability of any officer or Trustee (a) for breach of the officer s or Trustee s duty of loyalty to the Corporation (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (c) for any transaction from which the officer or Trustee derived an improper personal benefit. No amendment or repeal of this provision shall deprive an officer or Trustee of the benefit hereof with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall to the extent legally permissible and consistent with the Corporation s tax-exempt status and with the Employee Retirement Income Security Act of 1974, as amended, indemnify (defend) each of its present and former Trustees and officers; and any person who serves or has served, at the Corporation s request, as Trustee, officer or member of another organization or in a capacity with respect to any employee benefit plan (and the heirs, executors and administrators of the foregoing) (collectively referred to as the Indemnified Person ) against all expenses and liabilities which the Indemnified Person has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding, whether civil, criminal, administrative or investigatory, in which the Indemnified Person may be involved, directly or indirectly, by reason of serving or having served in a capacity identified above. Such expenses and liabilities shall include, but not be limited to, judgments, fines, penalties, court costs and attorney s fees and the cost of reasonable settlements. However, no such indemnification shall be made in relation to matters as to which such Indemnified Person shall be finally adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation, or, in the case of a person who serves or has served in a capacity with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such plan. If authorized by the Board of Trustees, the Corporation may to the extent legally permissible and consistent with the Corporation s tax exempt status and with the Employee Retirement Income Security Act of 1974, as amended, indemnify each of its present and former agents (and the heirs, executors and administrators of the foregoing) (collectively referred to as Agent ), defined to include those Members, employees and agents other than Indemnified Persons as defined in the preceding paragraph, against all expenses and liabilities which the Agent has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding, whether civil, criminal, administrative or investigatory, brought by any person or entity other than Rowe, in 12

13 which the Agent may be involved, directly or indirectly, by reason of being or having been an Agent. Such expenses and liabilities may include, and are not limited to, judgments, fines, penalties, court costs and attorney s fees and the cost of reasonable settlements. However, no such indemnification shall be made in relation to matters as to which such Agent shall be finally adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation, or, in the case of a person who serves or has served in a capacity with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such plan. Indemnification may include payment of reasonable expenses in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the Indemnified Person or Agent to repay such payment if the Indemnified Person or Agent shall be adjudicated to be not entitled to indemnification hereunder, which undertaking may be accepted regardless of the financial ability of the Indemnified Person or Agent to make repayment. In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be had, but only if such settlement or compromise and such indemnification are approved: a. by a majority vote of a quorum consisting of disinterested Trustees; b. if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Trustees consisting of all the disinterested Trustees; c. if there are not two or more disinterested Trustees in office, then by a majority of the Trustees then in office, provided they have obtained a written finding by special independent legal counsel appointed by a majority of the Trustees to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan); or d. by a court of competent jurisdiction. The foregoing right of indemnification shall not be exclusive of other rights to which any Indemnified Person or Agent may be entitled as a matter of law. The Corporation s obligation to provide indemnification under these Bylaws shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage maintained by the Corporation or any other person. 13

14 ARTICLE IX CONFLICT OF INTEREST The Board of Trustees shall adopt a Conflict of Interest policy and procedures consistent with the requirements of state and federal law and best practices governing 501(c)(3) public charities operating in Massachusetts. ARTICLE X GENERAL Section 1 Section 2 Section 3 Section 4 FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of September and end on the last day of August, unless otherwise determined by the Board of Trustees. RECEIPT AND DISBURSEMENT OF FUNDS. The Board of Trustees may designate such other officer or officers who in addition to or instead of the President or Treasurer shall be authorized to receive and receipt for all moneys due and payable to the Corporation from any source whatever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharges and receipts therefor. Funds of the Corporation may be deposited in such bank or banks as the President, Board of Trustees or Executive Director may from time to time designate or with such other corporations, firms, or individuals as the President, Board of Trustees or Executive Director may from time to time designate. EXECUTION OF DOCUMENTS. Except as otherwise provided by law, the Board of Trustees or these Bylaws, the President or Treasurer shall sign for the Corporation all deeds, agreements and other formal instruments. COMMUNICATION BY FACSIMILE, ELECTRONIC, OR OTHER WRITTEN MEANS. Written notice or waiver of notice or other communication under these Bylaws may be given by facsimile transmission, electronic mail, or other means of written communication. ARTICLE XI AMENDMENTS These Bylaws may be amended or restated by a two-thirds vote of the Members present in person or by proxy, at any meeting of the Members, provided that notice describing the proposed amendment has been given in writing with the notice of the meeting. 14