BOSTON COLLEGE LAW SCHOOL BLACK ALUMNI NETWORK, INC. BYLAWS ARTICLE I NAME, SEAL, AND PURPOSE

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1 BOSTON COLLEGE LAW SCHOOL BLACK ALUMNI NETWORK, INC. BYLAWS (As amended and restated by the board of directors by written consent on October 28, 2013) ARTICLE I NAME, SEAL, AND PURPOSE Section 1.1 Name. The name of the organization shall be the Boston College Law School Black Alumni Network, Inc. (hereinafter, sometimes, the Network or BAN ), with its principal office located at the Boston College Law School in the County of Middlesex, City of Newton, Commonwealth of Massachusetts, or such other location, as may be determined, from time to time, by the Network s board of directors (the Board or the directors and each a director ). Section 1.2 Seal. The directors may, in their discretion, establish a corporate seal bearing the name of the Network or an inscription as it deems appropriate. Section 1.3 Purpose. The Network shall provide a link between Boston College Law School (the Law School ) and its black alumni by working to achieve the following goals: (a) promoting and supporting the educational interests and objectives of the Law School and its black students; (b) promoting and facilitating communication among black alumni and the students, faculty, and staff of the Law School; (c) being actively involved in policymaking and decision-making activity at the Law School that is consistent with this purpose statement, particularly with respect to issues affecting black alumni and the black community at the Law School; (d) recruiting and encouraging black students to attend the Law School; (e) supporting the education and career development needs of the Law School s black students and black alumni; and (f) supporting the goals set forth in subsections (a) through (e) of this Section 1.3 with fundraising activity and the resources made available to the Network. Section 1.4 Adoption. These bylaws amend and restate the entirety of all prior and existing bylaws of the Network as of October 28,

2 ARTICLE II MEMBERS Section 2.1 Membership. Membership shall be open to all persons of black African descent who are recipients of a degree awarded by the Law School and who support the purpose of the Network (the Members and each a Member ). Section 2.2 Honorary Membership. The directors may designate certain persons or groups of persons as honorary members, sponsors, benefactors, contributors, advisors, or friends of the Network (together, Friends of BAN and each a Friend of BAN ) or such other title as the directors deem appropriate. Honorary members are individuals who have been recognized by the Board as having demonstrated extraordinary support for the Network. Friends of BAN may be granted honorary or other conditional membership. Except as the directors shall otherwise designate, a Friend of BAN shall have no right to notice of, or to vote at, any meeting, shall not be permitted to hold office, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities. The president and vice president of the Law School s Black Law Students Association ( BLSA ), or their designees, shall be granted honorary membership for a one-year period which shall be coterminous with the term that each of them serves as an officer of BLSA. Section 2.3 Membership Dues. The directors may, from time to time, impose annual dues, which shall be payable by a Member to the Network in such amounts as are fixed by the directors. If and when imposed by the directors, dues shall be payable anytime during the Network s fiscal year. A Member is in good standing if he or she is not delinquent in paying dues. A member is delinquent in paying dues when the payment thereof is not made on or before the date of the annual meeting held after the end of such fiscal year. Only a Member who is in good standing is to be counted for purpose of establishing quorum and is eligible to vote at any meeting of the Network, run for or hold an office of the Network, or otherwise participate in any of the Network s activities. Any Friend of BAN is exempted from paying dues, and the directors may, in their sole discretion, waive membership dues for any person. Section 2.4 Annual Meeting of the Members. The annual meeting of the Members shall be held within six (6) months after the end of the fiscal year of the Network on such date and at such hour and place as the Annual Meeting Committee shall determine in consultation with the directors. In the event that no date for the annual meeting is established or such meeting has not been held on the date so determined, a special meeting in lieu of the annual meeting may be held with all of the force and effect of an annual meeting. (a) At each annual meeting, the Members shall be presented with any reports by any or all of the committees of the Network, including both standing and ad hoc committees, and any other business that may be properly raised before the Members. (b) At each annual meeting, the Members shall elect all directors, except as otherwise provided for by law, the Network s Articles of Organization (the Articles ), or these bylaws, from a slate proposed and presented by the Committee on Nominations. The nomination of directors made by the Committee on Nominations (established pursuant to Article 10, Section 2

3 10.6) shall be forwarded with the notice of the annual meeting, which shall be sent in accordance with the provisions contained in Section 2.8. Each director nominated by the Committee on Nominations shall be a Member. Section 2.5 Conduct of Elections. The Committee on Nominations shall assist the Board in conducting the election. The Committee on Nominations will take into account the leadership needs of the Network in the nominating process, thereby ensuring that the slate presented fills the specific leadership vacancies that will occur as a result of the expiration of the term of the then-current directors. At each annual meeting, the Committee on Nominations shall report to the Members, and the chairperson of the Committee on Nominations shall present the nominees for director. Upon completion of the report of the Committee on Nominations, the director presiding over the meeting shall accept additional nominations from the Members, and a vote shall be taken for the election of directors. All votes for the election of directors shall be taken by written ballot. Section 2.6 Special Meetings. Any two (2) Members who are not delinquent in their dues payment may, by written application made to the clerk or, in the case of the death, absence, incapacity, or refusal of the clerk, to any other officer of the Network, cause a special meeting to be held. Such application shall state the nature and purpose of the meeting, and the clerk shall send notice of such meeting pursuant to the provisions contained in Section 2.8. Section 2.7 Place of Meetings. All meetings of the Members shall be held at the principal office of the Network or at such other place within the United States as may be fixed by the directors. Section 2.8 Notice of Meetings. Notice of the date, time, and place of any meeting of the Members shall be given to each Member by the clerk: (i) by mail not less than fourteen (14) days before the meeting, addressed to him or her at his or her usual or last known business or residence address; (ii) in person not less than fourteen (14) days before the meeting at his or her usual or last known business or residence address; or (iii) by telephone, telegraph, or other method of electronic communication, including electronic mail, not less than fourteen (14) days before the meeting. The clerk shall, in his or her reasonable discretion, decide which method of delivery to use for such notice. If an election will be held at such meeting, any nominations to be made by the Committee on Nominations shall be included in the notice. Whenever notice of a meeting is required, such notice need not be given to any Member if a written waiver of notice, executed by him or her (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any Member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles, or these bylaws. Section 2.9 Quorum. Any twelve (12) Members who are not delinquent in their dues payment and who are present at any meeting shall constitute a quorum; provided, however, that the Members present may adjourn such meeting, from time to time, without further notice. Section 2.10 Action by Vote. Notwithstanding anything herein to the contrary, at any meeting of the Members, each Member who is not delinquent in his or her dues payment shall be 3

4 entitled to one vote. When a quorum is present at any meeting, a majority of the Members present and voting shall decide any question, unless otherwise provided by law, the Articles, or these bylaws. Members may vote by written proxy dated not more than six (6) months before the meeting named, which proxy shall be filed with the clerk of the Network before being voted. Section 2.11 Presence by Proxy. Unless otherwise provided by law or the Articles, any Member may participate in a meeting by means of a proxy as may be duly established and approved by the Board, and participation by such means shall constitute presence in person at a meeting. No proxy dated more than six (6) months before the meeting named therein shall be valid, and no proxy shall be valid after the final adjournment of such meeting. ARTICLE III BOARD OF DIRECTORS Section 3.1 Powers. The affairs and property of the Network shall be managed by the directors who shall have and may exercise all the powers of the Network. The directors shall do all lawful acts and adopt lawful measures consistent with the Articles and these bylaws. (a) The directors shall have the authority to make and enter contracts and agreements in behalf of the Network, employ and remove any person, agent, or contractor in its discretion to execute the duties of the Network. (b) The directors may, subject to ratification of the Members, purchase insurance for indemnification of each director for liability that may arise while such director carries out his or her acts in behalf of the Network. (c) The directors may cause the books of the Network to be audited at least once during each fiscal year and at such other times as the directors may deem appropriate. (d) The directors shall elect the officers of the Network. Such officers shall be elected by a majority vote of the Board from among the directors. The Committee on Nominations may assist the Board in the conduct of these elections, including the number of officers to be nominated and elected. The Committee on Nominations will take into account the leadership needs of the Network in the nominating process, thereby ensuring that the slate presented fills the specific leadership vacancies that will occur as a result of the expiration of the term of the then-current officers. Section 3.2 Number and Composition. Except as otherwise provided in these bylaws or the Articles, the number of directors that shall constitute the whole Board shall be fixed at no more than seventeen (17) and no fewer than seven (7), and such numbers shall include ex officio directors. Section 3.3 Term. Each director, other than an ex officio director, shall serve a oneyear term. Except as otherwise set forth in these bylaws, the term of a director shall be coterminous with the term, if any, he or she serves as an officer of the Network. A decrease in the number of directors does not shorten an incumbent director s term. Despite the expiration of 4

5 a director s term, he or she shall continue to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors. Section 3.4 Ad Hoc and Board Committees. The directors may, by a majority vote, establish or abolish one (1) or more ad hoc committees for the purpose of advising the directors on matters concerning the Network. The directors may, in their sole discretion, delegate to the president the right to establish or abolish any such ad hoc committee that is wholly advisory in nature. The directors may, by a majority vote, establish and delegate to any committee or committees comprised solely of directors who are appointed by the Board (for example, an executive committee) any or all of the powers of the directors, except those which by law, the Articles, or these bylaws they are prohibited from delegating. Section 3.5 Annual Meeting of Directors. The annual meeting of the directors shall be held within six (6) months after the end of the fiscal year of the Network on such date and at such hour and place as the directors shall, from time to time, determine. In the event that no date for the annual meeting is established or such meeting has not been held on the date so determined, a special meeting in lieu of the annual meeting may be held with all of the force and effect of an annual meeting. Section 3.6 Regular Meetings of Directors. Regular meetings of the directors may be held at such places and at such times as the directors shall, from time to time, determine. The directors shall meet not less than six (6) times during each fiscal year. Section 3.7 Special Meetings of Directors. Special meetings of the directors may be held at any time and at any place when called by the president, by the clerk, or by any two (2) directors and upon seven (7) days notice of such meeting to the directors. Section 3.8 Place of Meetings. All meetings of the directors shall be held at the principal office of the Network or at such other place within or without the United States as shall, from time to time, be fixed by the directors. Section 3.9 Notice of Meetings. Notice of the date, time, and place of each meeting of the directors shall be given to each director by the clerk: (i) by mail not later than fourteen (14) days before the meeting addressed to him or her at his or her usual or last known business or residence address; (ii) in person not later than seven (7) days before the meeting at his or her usual or last known business or residence address; or (iii) by telephone, telegraph, or other method of electronic communication, including electronic mail, not later than seven (7) days before the meeting. The clerk shall, in his or her reasonable discretion, decide which method of delivery to use for such notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him or her (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles, or these bylaws. 5

6 Section 3.10 Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast at such meeting upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Section 3.11 Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, unless otherwise provided by law, the Articles, or these bylaws. Each director present at any meeting shall be entitled to one vote on each matter properly submitted. The majority of the directors present and voting shall not authorize the grant of funds by the Network unless notice of the proposed grant has been included in the notice of the meeting at which such action is to be taken. Section 3.12 Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting. Section 3.13 Presence Through Communications Equipment. Unless otherwise provided by law or the Articles, a director may participate in a meeting of directors by means of a conference telephone or similar communications equipment such that all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting. Any director who wishes to participate in a properly noticed in-person meeting by means of a conference telephone or similar communications equipment must make a request therefor to the clerk in advance of such meeting, and the directors will make a reasonable attempt to accommodate such request. Section 3.14 Resignation. Any director may resign at any time by delivering a written resignation to the president and the clerk or to the Network at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Section 3.15 Removals. Any director may be removed with or without cause by the vote of a majority of the directors then in office. Section 3.16 Vacancies. If a seat on the Board becomes vacant because of a death, resignation, removal, or disqualification, the remaining directors may, by majority vote, appoint a Member to fill such seat. A director appointed in this manner will serve for the unexpired term of the person whose death, resignation, removal, or disqualification created such vacancy and until his or her successor is chosen and qualified, or until he or she sooner dies, resigns, is removed, or becomes disqualified. A Member appointed to fill a Board vacancy shall be eligible thereafter for election as director for a full term if nominated pursuant to these bylaws. Section 3.17 Regional Representation. The Board may, from time to time, appoint a Member to represent the interests of the Network in each of the regional subdivisions of the Network, or from such other area of the continental United States, Alaska, or Hawaii, United States territorial possessions, or other parts of the world in which Members shall, from time to time, reside. 6

7 (a) The regional subdivisions are: Northeast; New York/New Jersey; Mid- Atlantic/District of Columbia; South; West; Midwest; International; and such other geographic location as the directors shall, from time to time, determine. Any group of Members may petition the directors for recognition of a regional subdivision of the Network not theretofore formally recognized; provided, however, that such petition will be in such manner and form as the directors shall, from time to time, determine. (b) Each such representative appointed must, at the commencement of his or her term, be a resident of the regional subdivision he or she is representing. Section 3.18 Ex Officio Members. The directors may, in their sole discretion, appoint as ex officio members of the Board the Law School s Director of Alumni Relations (or such other representative of the Law School as the Law School may designate) and any one (1) or more of the representatives of the regional subdivisions. The term of each ex officio member of the Board shall extend for the time of service in the office on which such ex officio membership is based. Any ex officio member of the Board may attend Board meetings, as determined, from time to time, by the Board, and such ex officio member of the Board shall be entitled to receive notice of meetings, shall have voting rights, and shall be counted for quorum purposes. ARTICLE IV OFFICERS Section 4.1 Number and Qualification. The officers of the Network shall be: the president; the immediate past-president; the president-elect; the first vice president; the second vice president; the treasurer; and the clerk. The officers shall be elected by the Board from among the directors. The directors may, at their discretion, elect additional persons from among the directors to serve as officers of the Network; provided, however, the total number of officers shall not exceed nine (9). Section 4.2 Term of Office. Each officer of the Network shall serve a term that is coterminous with the term he or she serves as a director of the Network. Section 4.3 Resignation. Any officer may resign at any time by delivering a written resignation to the president or the clerk or to the Network at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Any such resignation shall also be deemed such officer s resignation as a director. Section 4.4 Removals. Any officer may be removed with or without cause by the vote of a majority of the directors then in office. Section 4.5 Vacancies. The directors shall appoint a Member to fill the office of the president, the president-elect, the first vice president, the second vice president, the treasurer, the clerk, or any other office if any such office becomes vacant because of a death, resignation, removal, or disqualification, subject to the provisions contained in Article V, Section 5.6. Each such Member appointed in this manner shall also be appointed a director by the Board if he or she is not already a director and shall hold office for the unexpired term of the officer being 7

8 succeeded and until his or her successor is chosen and qualified, or until he or she sooner dies, resigns, is removed, or becomes disqualified. Section 4.6 Sharing of Office. Two (2) persons may be elected by the directors to share each of the office of the first vice president and the second vice president. (a) In the case where an office is to be shared by two (2) persons, the directors shall elect one person the assistant. So, for the purpose of illustration only, if the directors elect two (2) persons to share the office of the first vice president, one person will hold the title of the first vice president and one person will hold the title of the assistant first vice president. (b) Each of the two (2) persons sharing an office will have the specific powers and duties of such office as are delineated in these bylaws or as directed by the Board, but only the person elected to such office who is not the assistant will have the succession rights set out in these bylaws. So, for the purpose of illustration only, where two (2) persons are elected to share the office of the first vice president, the persons so elected will jointly act as chairpersons and coordinate and monitor the activities of the Career Placement Committee, but only the person who is not elected the assistant will execute the duties of the president-elect during his or her absence or in the event of his or her inability to act. ARTICLE V PRESIDENT, PRESIDENT-ELECT, AND IMMEDIATE PAST-PRESIDENT Section 5.1 Meetings. The president shall be the chief executive officer of the Network and shall preside over all meetings of the Members, board of directors, or any meeting called for any purpose. In the absence of the president at any such meeting, the president-elect, or, in the absence of both the president and the president-elect, the first vice president, or, in the absence of the president, the president-elect, and the first vice president, the second vice president, shall preside; provided, however, in the absence of the president, the president-elect, the first vice president, and the second vice president, the president shall designate a member of the Board to preside at any such meeting. Section 5.2 Emergency Meetings. The president may call emergency meetings of the Members, the Board, or any committee of the Network, upon three days written notice of such meeting, which notice shall be in conformance with the provisions contained in Article 3, Section 3.9; provided, however, that the word Member or the words committee member, as applicable, will be deemed substituted for the word director therein. Such notice shall include a description of the nature of such emergency. Section 5.3 Network Representative. The president shall serve as the official representative of the Network to the Law School, each office of the Law School, the Boston College Alumni Association, the Boston College Law School Alumni Association, and any similar body, and shall serve as spokesperson for the Network or may, in his or her discretion, designate a member of the Board to fulfill this responsibility. 8

9 Section 5.4 President-Elect. At the conclusion of the president s term, the presidentelect shall succeed to the office of president without another election. The president-elect is a director with full voting privileges, and he or she shall coordinate and monitor the activities of the Ruth-Arlene W. Howe Black Student Leadership Initiative Committee. The president-elect may call meetings of any of the aforementioned committee, from time to time, as he or she deems appropriate. The president-elect may, from time to time, recommend to the Board changes, additions, and amendments to the structure of this standing advisory committee. The president-elect shall perform such other duties as the Board may assign. Section 5.5 Immediate Past-President. At the conclusion of the president s term, the person serving in that office shall succeed to the office of the immediate past-president without another election. The immediate past-president is a director with full voting privileges and has such responsibilities as the Board shall, from time to time, determined. Section 5.6 Order of Succession. In the event of the president's absence or inability for any reason to discharge the duties of office, the order of succession shall be the presidentelect, the first vice president, the second vice president, the clerk, and the treasurer. The president-elect also shall perform the duties as specified in these bylaws and such other duties as the Board may assign. ARTICLE VI FIRST VICE PRESIDENT Section 6.1 Duties. The first vice president shall have and may exercise all the powers and duties of the president-elect during his or her absence or in the event of his or her inability to act. The first vice president shall have such other duties and powers as designated by the directors or the president. Section 6.2 Committees. The first vice president shall be a member, with full voting privileges, and shall coordinate and monitor the activities, of the following standing advisory committees: the Admissions Committee, the Career Placement Committee, and the Membership Committee. The first vice president may call meetings of any of the aforementioned committees, from time to time, as he or she deems appropriate. The first vice president may, from time to time, recommend to the Board changes, additions, and amendments to the structure of these standing advisory committees. ARTICLE VII SECOND VICE PRESIDENT Section 7.1 Duties. The second vice president shall have and may exercise all the powers and duties of the first vice president during his or her absence or in the event of his or her inability to act. The second vice president shall have such other duties and powers as designated by the directors or the president. Section 7.2 Committees. The second vice president shall be a member, with full voting privileges, and shall coordinate and monitor the activities, of the following standing 9

10 advisory committees: The Annual Meeting Committee, the Communications Committee, and the BAN/BLSA Student Liaison Committee. The second vice president may call meetings of any of the aforementioned committees, from time to time, as he or she deems appropriate. The second vice president may, from time to time, recommend to the Board changes, additions, and amendments to the structure of these standing advisory committees. ARTICLE VIII TREASURER Section 8.1 Duties. The treasurer shall have general charge of the financial affairs of the Network, including the collection of annual dues and the management, care, and custody of the funds, securities, and valuable records, papers, or documents of the Network, unless the Board has voted to charge another person or entity with the care and custody of such item or object. The treasurer shall have such other duties and powers as designated by the directors or the president. Section 8.2 Additional Duties. The treasurer shall also: (a) be responsible for the maintenance of accurate books of account available for inspection at all times by any member of the Board; (b) report at all meetings of the Board on the financial condition of the Network, provided that such report shall be included in the minutes of such meetings; and (c) have the power to endorse for deposit, collection, or payment all notes, checks, drafts, and other obligations and orders for the payment of money to the Network, and to accept draft in its behalf. Section 8.3 Bond. The Board may require the treasurer to give bond to the Network in such sum and with such sureties as the Board may, from time to time, determine. Section 8.4 Absence. If at any time the treasurer is absent or unable to serve, the clerk shall, subject to any requirements of the treasurer, have all the powers of that office set forth in these bylaws. ARTICLE IX CLERK Section 9.1 Duties. The clerk shall be responsible for publishing notice of all meetings and shall attend and keep records of all meetings of the Members or the Board or of other meetings called for any purpose. In the absence of the clerk from any meeting, a clerk pro tem shall be appointed by the directors to keep the minutes thereof. If the clerk is a Massachusetts resident, he or she shall also serve as the official agent of the Network to accept service of process; otherwise, the president shall designate a duly appointed resident agent for the purpose of receiving service of process. The clerk shall keep the minute book, an attested copy of the bylaws, a current list of the Members (with their addresses and other contact 10

11 information), and an inventory of all Network property, both personal and real, and shall file the annual statement and all other necessary registration and reporting documents. The clerk shall have such other duties and powers as designated by the directors or the president. ARTICLE X COMMITTEES Section 10.1 Standing Advisory Committees. The following shall constitute the standing advisory committees of the Network for the purpose of advising the directors on matters concerning the Network: (a) (b) (c) (d) (e) (f) (g) Admissions Committee; Annual Meeting Committee; BAN/BLSA Student Liaison Committee; Career Placement Committee; Communications Committee; Membership Committee; and Ruth-Arlene W. Howe Black Student Leadership Initiative Committee. Section 10.2 Charges for Standing Advisory Committees. At the first meeting after the annual meeting, or as soon thereafter as practicable, the directors shall formulate the charges and goals of each of the standing advisory committees until the next annual meeting. Section 10.3 Standing Advisory Committee Chairperson. The president shall appoint a chairperson of each of the standing advisory committees; provided, however, that the officer responsible for coordinating and monitoring the activities of each standing advisory committee may nominate such chairperson. Each standing advisory committee chairperson will select and recruit the membership of their respective committee. Each standing advisory committee chairperson will report on the activities of his or her committee to the officer responsible for coordinating and monitoring the activities of such standing advisory committee. Section 10.4 Ex Officio Members of Standing Advisory Committees. The president shall be an ex officio member, with full voting privileges, of all standing advisory committees. The president-elect shall be an ex officio member of all standing advisory committees, except any standing advisory committee of which he or she is a full member pursuant to these bylaws. Section 10.5 Executive Committee. The directors who are serving as the president, president-elect, immediate past-president, first vice president, second vice president, treasurer, and clerk, and such other directors as the Board may designate, may act as the executive committee of the Board. Between meetings of the Board the executive committee shall exercise 11

12 the general powers of the Board in managing the affairs of the Network to the extent permitted under applicable law, the Articles, and these bylaws. Section 10.6 Committee on Nominations. There shall be a Committee on Nominations chaired by the president-elect and consisting of two (2) or more Members, appointed by the president-elect, who are not candidates for the elective positions under consideration. ARTICLE XI EXECUTION OF PAPERS Section 11.1 Signatories. Except as the directors may, generally or in particular cases, authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, or endorsed by the Network shall be signed by the president or the treasurer. ARTICLE XII AMENDMENTS Section 12.1 Members. The Members shall have the power to alter, amend, or repeal these bylaws, in whole or in part. These bylaws may be made, altered, amended, or repealed, in whole or in part, by the affirmative vote of a majority of the Members present and voting when a quorum is present at any meeting, the notice of which shall be in conformance with the provisions contained in Article 2, Section 2.8, and contain a statement of the proposed alterations or amendments. Section 12.2 Directors. To the extent permitted by the Articles, the directors may also alter, amend, or repeal these bylaws, in whole or in part, except with respect to any provision that, by virtue of an express provision in the applicable law, the Articles, or these bylaws, requires action by the Members, and the directors shall give written notice of such action to the Members before the next meeting of the Members. Any such alteration, amendment, or repeal by the directors may then be altered, amended, or repealed, in whole or in part, by the affirmative vote of a majority of the Members entitled to vote when a quorum is present at any meeting, the notice of which contains a statement of the proposed alteration, amendment, or repeal. Any amendment, alteration, or repeal of a bylaw by the directors pursuant to the provisions contained in this Section 12.2 shall be valid and given full force and effect unless and until acted upon by the Members. 12