CNY COLLABORATIVE FAMILY LAW PROFESSIONALS, INC.

Transcription

1 BY-LAWS OF THE FOUNDATION OF CNY COLLABORATIVE FAMILY LAW PROFESSIONALS, INC. Section 1. Name. ARTICLE I THE CORPORATION The name of the Corporation shall be CNY COLLABORATIVE FAMILY LAW PROFESSIONALS, INC. Section 2. Offices. The principal office of the Corporation shall be at 5426 West Genesee Street, Camillus, New York The Corporation may also have such offices at such other places within the State of New York as the Directors may from time to time determine, or the business of the Corporation may require. Section 3. Purposes. The purposes of the Corporation shall be the purposes as set forth in its Certificate of Incorporation, and as from time to time amended. In furtherance of its corporate purposes, the Corporation shall have all of the general powers enumerated in Section 202 of the Not-for-Profit Corporation Law, together with the power to solicit and to receive grants and contributions from public and private sources. Section 1. Voting Members. ARTICLE II MEMBERS All individuals licensed and in good standing with the recognized governing bodies of their respective professions and who have completed the required training and complied with all membership requirements as mandated by the Board shall be Members of the Corporation. Each Member shall have one (1) vote. Section 2. New Members. Any person who meets the qualifications and requirements established by the Board may apply to become a Member of the Corporation. 1 of 17

2 Section 3. Termination of Membership. The Board of Directors, by a majority vote, may suspend or expel any Member of the Corporation for cause, which includes but is not limited to, nonpayment of dues, loss of good standing with the recognized governing body of his or her profession, or failure to adhere to any membership requirements established by the Board. Section 4. Resignation. Any Member may resign by filing a written resignation with the Secretary of the Corporation. Such resignation shall not relieve the resigning Member of the obligation to pay any dues, assessments or other charges that are accrued and unpaid, nor shall any portion of any dues paid be refunded to the resigned Member. Section 5. Dues and Fees. a. Annual Dues Annual dues for all Members shall be established by the Board of Directors, and shall be paid directly to the Treasurer of the Corporation according to the procedures established by the Board. b. Payment of Dues Members shall pay their dues within thirty (30) days of the date established by the Board by paying the dues directly to the Treasurer by cash or check. Any Member failing to pay his or her dues within the thirty (30) day period may be terminated as a Member. c. Fees The Board of Directors may establish membership fees from time to time. Section 6. Actions of Board of Directors. Except as provided to the contrary in these By-Laws and provided a quorum of Members is present, any action of the Board of Directors may be amended or reversed at any regular meeting of the Members by majority vote of the Members in attendance at the time such matters are discussed. Section 1. Annual Meetings. ARTICLE III MEETINGS OF MEMBERS A meeting of Members shall be held annually for the election of Directors and the transaction of such other business as established by the Board in the month of January 2 of 17

3 each year, or at such other date as may be fixed from time to time by the Board of Directors. Section 2. Special Meetings. Special meetings of Members may be called at any time by the Board of Directors or by the President of the Corporation. Special meetings of Members may also be called by no less than twenty percent (20%) of voting Members who demand in writing the calling of a special meeting of Members, specifying the date thereof, which shall not be less than thirty (30) or more then ninety (90) days from the date such written demand is received by the Secretary of the Corporation. Upon receiving such demand, the Secretary shall promptly give notice of such meeting to all Members. In the event the Secretary fails to give such notice within five (5) days after receipt of the demand, any active Member signing the demand may give such notice. Section 3. Action of Members Without a Meeting. Whenever the Members are required or permitted to take any action by vote, such action may be taken without a meeting, by the written consent setting forth the action so taken and signed by all Members entitled to vote thereon. Notice and voting of such action may be accomplished by or facsimile and is specifically authorized herein. Section 4. Place of Meeting. Meetings of Members shall be held at such place, within the State of New York, as fixed by the person(s) calling the meeting. Section 5. Notice of Meeting. a. Written notice shall be given for each meeting of Members, stating the place, date and hour of the meeting. Notice of a special meeting of Members at which a vote is contemplated, shall state the purpose or purposes for which the meeting is being called, and shall indicate that such notice is issued at the direction of the person or persons calling the meeting. or facsimile notice may be given as sufficient written notice. b. A copy of the notice of any meeting at which a vote is contemplated to be taken shall be given not less then ten (10) nor more than fifty (50) days before the date of the meeting, to each Member entitled to vote at such meeting. If ed or faxed, such notice shall be deemed given when sent. c. Notice of a meeting need not be given to any Member who submits a written waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any Member at a meeting in person or by proxy, without protesting the lack of notice of such meeting prior to the conclusion thereof shall constitute a waiver of notice. 3 of 17

4 Section 6. Record Date. For the purpose of determining the Members entitled to notice of or to vote at a meeting or any adjournment thereof, the Directors may fix a date of record which shall not be more than fifty (50) or less than ten (10) days before the date of such meeting. For the purpose of determining Members entitled to express consent or dissent from any proposal without a meeting, or for any other action, the Board may fix a date of record, which shall not be more than fifty (50) days prior to such action. Section 7. Quorum and Adjourned Meetings. a. At any meeting of Members at which a vote is contemplated, active Members entitled to cast twenty (20%) percent of the total number of votes entitled to be cast thereat, whether actually present or by proxy, shall constitute a quorum for the transaction of business. Once a quorum is established at a meeting, it shall not be broken by the subsequent withdrawal of any Member. b. Despite the absence of a quorum, the Members present may adjourn the meeting to another time and place by announcing at the meeting, the time and place of the adjourned meeting. A quorum present at the adjourned meeting may transact any business that might have been transacted at the original meeting. Section 8. Organization of Members Meeting. The President, or in the President s absence, the Vice President, or in the absence of both such Officers, a person selected at the meeting, shall act as Chair of the meeting. The Secretary, or in the absence of the Secretary, a person appointed by the Chair shall act as Secretary at the meeting. Section 9. Voting. Except as provided to the contrary in these By-Laws, all actions of the Corporation, including the election of Directors, taken by vote of the Members shall be authorized by a majority vote of Members voting at the meeting, in person or by proxy, provided a quorum is present. Section 10. Proxies. Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another Member to act for him or her by proxy. Every proxy must be signed by the Member or his or her attorney-in-fact. All proxies shall expire after eleven months unless the proxy contains a provision to the contrary. Every member may revoke his or her proxy, at will, except as provided by law. The holder of the proxy is authorized to act for the Member despite the Member s 4 of 17

5 incompetence or death, unless before the authority is exercised written notice of an adjudication of such incompetence or death is received by the Secretary. Section 11. Annual Report to Members. The Officers of the Corporation shall present at each annual meeting of the Members an annual report and such further information as the Board deems appropriate. Such report shall be filed with the minutes of the annual meeting. Section 1. Authority. ARTICLE IV BOARD OF DIRECTORS Subject to the provisions of these By-laws, and except as otherwise provided by law, the affairs, property, business, and policies of the Corporation shall be under the charge and control of the Board of Directors. Section 2. Number of Directors. The Board of Directors shall consist of not less than five (5) nor more than ten (10) members. The number of Directors shall be determined by the Board from time to time by resolution, provided that the term of a sitting Director shall not be shortened by such resolution. It is recommended the Board consist of an odd number of Members to avoid tie votes. There shall be a minimum of one Director for each Collaborative Law profession (attorney, facilitator, financial neutral). As used herein entire Board means the total number of Directors if there were no vacancies. Every Director shall be a Member of the Corporation in good standing, at least twenty-five (25) years of age, and the Board shall include the President, Vice President, Secretary, Treasurer, and Immediate Past President. At the initial organizational meeting of the Board, the Board shall divide themselves into two equal groups. The first group shall consist of the Directors whose term of office shall be one year; and the second group shall consist of Directors whose term of office shall be two years, which second group shall include the Officers of the Corporation. This paragraph, Article IV, Section 2, may not be amended or eliminated except upon the approval of two-thirds (2/3) of the entire Board of Directors. Section 3. Election and Term of Directors. a. Directors shall be elected by the Members entitled to vote at the annual meeting of Members or at a special meeting of Members called for that purpose. b. Directors shall serve a term of two (2) years commencing upon his or her election and shall hold office until the expiration of the term or the election and qualification of his or her successor, or until his or her 5 of 17

6 resignation or removal as provided herein, except for the Directors serving initial one-year terms as provided in Article IV, Section 2. c. Directors shall serve no more than three (3) consecutive terms. The foregoing notwithstanding, any term in which the Director shall serve as President, Vice President, and/or Immediate Past President shall not be counted toward the term limit of three consecutive terms. However, for purposes of calculating the three consecutive term limit, such term in which the Director serves as President, Vice President and/or Immediate Past President shall not break the string of consecutive terms in which such Director served on the Board and was not any of the aforementioned Officers. For example, a Director who serves one term as a Director but not as an Officer; followed by three terms where the Director serves as a Director and Vice-President, President, and Immediate Past President; and then two more terms as a Director and not an Officer, reaches the limit of three consecutive terms. e. Each Director shall have one vote. f.. Any vacancy occurring on the Board may be filled by the Board of Directors by majority vote at any meeting, provided a quorum is present Section 4. Annual Meeting of the Board. The Board of Directors shall hold an annual meeting after the annual meeting of Members at the same place as the meeting of Members, for the election of Officers and the transaction of other business. Written notice of the annual meeting need not be given. Notwithstanding the foregoing, the annual meeting may instead be held on such other date and at such other place as may be fixed by a resolution of the Board, provided that in such case notice of the meeting shall be given as herein provided for a special meeting of the Board. Section 5. Regular Meetings of the Board. The Board shall hold not less than one regular meeting per year, such meeting(s) to be at convenient times and locations designated by the Board. Notice need not be given of a regular meeting of the Board. Section 6. Special Meetings of the Board. Special meetings of the Board may be called at any time by the President, and shall be called by the President or the Secretary within fourteen (14) days of receipt of a written request from one-third (1/3) of the members of the Board. Notice of special meetings shall be given in person, by telephone, by facsimile, or by to each Director at least two (2) days before the date of such special meeting. The notice shall 6 of 17

7 state the business for which the special meeting has been called, and no business other than that stated in the notice shall be transacted at such meetings. Section 7. Waiver of Notice. Notice of any meeting of the Board need not be given to any Director who submits a waiver of notice either before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such Director. Section 8. Place and Time of Board Meetings. The Board may hold its meeting at the office of the Corporation or at such other places within or without the State of New York as it may from time to time determine. Section 9. Quorum of Directors. a. The presence in person of a majority of the entire Board shall be necessary to constitute a quorum at all meetings of the Board for the transaction of business. b. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment. Section 10. Action by the Board. a. Except as otherwise expressly provided herein, each Director shall be entitled to one vote on each matter properly submitted to the Directors for action at all meetings of the Board. Unless otherwise required by law or provided in these By-laws, the vote of a majority of Directors present at the time of the vote at a duly convened meeting shall be the act of the Board, provided a quorum is present. b. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. c. Any one or more members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or similar equipment that allows all persons participating in the meeting to hear each other at the same time. 7 of 17

8 Section 11. Removal. Participation by such means shall constitute presence in person at such a meeting. Any Director may be removed from office for cause at any regular or special meeting by an affirmative vote of two-thirds (2/3) of the entire Board provided that the notice of the meeting shall name the Director sought to be removed and specify the acts or omissions deemed to constitute cause for removal, and such Director is given the opportunity to be heard at such meeting. Section 12. Resignation. A Director may resign at any time by giving notice to the Board. Section 13. Attendance at Meetings. Attendance at each meeting of the Board shall be recorded by the Secretary in the minutes thereof. Absence from a meeting may be excused, for good cause shown, provided that a written notice stating the reasons for absence is delivered to the President or Secretary prior to the commencement of the meeting. Unexcused absence from three (3) consecutive meetings of the Board may constitute cause for removal. Section 14. Compensation. No Director of the Corporation shall receive, directly or indirectly, any salary, compensation, or emolument from the Corporation in her or his role as a Director unless authorized by vote of two-thirds (2/3) of the entire Board without counting his or her vote, but Directors may be reimbursed for reasonable expenses incurred in the performance of the duties of the Corporation without such prior approval of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. It is the policy of the Corporation to pay no more than reasonable compensation for personal services rendered to the Corporation by employees. Section 15. Committees. a. Executive Committee. The Board may, by resolution adopted by majority vote, designate from among its Members an Executive Committee consisting of at least three (3) Directors. Unless otherwise determined by the Board, the Executive Committee shall consist of the Officers of the Corporation. The Executive Committee shall consist of only Directors and shall, to the extent provided in the resolution, have all of the authority of the Board, except that no Executive Committee shall have authority for any of the following matters: 8 of 17

9 i. submission to the Members of any action requiring Member approval; ii. filling any vacancy on the Board or Executive Committee; iii. amendment or repeal of the By-laws or adoption of new By-laws; or iv. amendment or repeal of any resolution of the Board, which by its terms shall not be so amendable or repealable. All actions taken by the Executive Committee shall be duly reported at the next following meeting of the Board. Any reference in these By-laws to the Board shall include the Executive Committee, if there be one, unless the context or an express provision requires otherwise. b. Standing Committees. The Board may from time to time appoint, constitute and empower one or more special committees of the Board, which are herein called Standing Committees. c. Each Standing Committee and each member thereof shall serve at the pleasure of the Board. Each Standing Committee shall have such powers and duties as may be determined by the Board, except that the Board shall not delegate to any Standing Committee any authority which by these By-laws may be exercised only by the Directors. Without limiting the generality of the foregoing, the Nominating Committee, if there be one, shall be responsible for recommending to the Board candidates for election as Directors. d. The Chair of each Standing Committee shall be appointed by the President, with the consent of the Board, provided that unless otherwise determined from time to time by the Board: i. the chair of each Standing Committee shall be a Director; ii. all Members of each Standing Committee shall be Members of the Corporation; and iii. the Nominating Committee shall consist of at least three (3) Directors, plus the Immediate Past President, if available, and one non-board Member of the Corporation e. Other Committees. The Board of Directors from time to time may designate other committees, each of which shall consists of such persons and shall have such authority as is provided in the resolution designating the committee. f. All committees shall keep written minutes of their meetings and retain them in a book designated for that purpose, and shall report to the Board as requested. 9 of 17

10 ARTICLE V OFFICERS Section 1. Designation and Election of Officers. The Officers of the Corporation shall consist of a President, a Vice President, a Treasurer, a Secretary, an Immediate Past President, and such other officers as the Board may authorize. All officers shall be elected by the Board at its organizational or annual meeting. Each Officer shall be a Member and Director of the Corporation. Except when an Officer resigns, is removed, or becomes disabled, Officers shall hold office for a period of two (2) years and until their successors shall have been duly elected and qualified. Officers may be removed by a majority of the entire Board at any time, with or without cause. Any vacancy occurring in any of said offices may be filled by majority vote of the Board of Directors at any meeting, provided a quorum is present. Except for the offices of President and Secretary, any two (2) or more offices may be held by the same person. Section 2. President. The President shall be the executive officer of the Corporation. He or she shall preside at all meetings of the Board of Directors, shall oversee the general management of the Corporation, and shall carry out the policies of the Board and its committees. The President shall serve as an ex-officio Member of each Committee, and shall have authority to sign checks of the Corporation with the Treasurer, as determined by the Board in its banking resolutions. The President will serve as Immediate Past President at the end of his or her term. Section 3. Vice President. During the absence or disability of the President, the Vice President, shall have all the powers and functions of the President. The Vice President shall perform such other duties as the Board or the President shall prescribe. The Vice President shall serve as President at the end of the President s term. Section 4. Treasurer. The Treasurer shall keep and maintain the books of account and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall also perform all other duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board. The Treasurer shall have authority to sign checks for the Corporation in the manner prescribed by the Board in its banking resolutions. Section 5. Secretary. The Secretary shall: 10 of 17

11 a. Send appropriate notices and prepare agendas for all meetings of the members of the Board; b. Act as custodian of all records and reports of the Corporation; c. Be responsible for the keeping and recording of complete accurate minutes of all meetings and all unanimous written consents of the members, the Board, and its committees; d. Maintain and certify a current list of Members, with their address, telephone number, facsimile number and address. e. Perform such other duties as pertain to the office, or as may be prescribed by the Board. Section 6. Immediate Past President. The Immediate Past President shall be an officer of the Corporation and shall perform such duties as may be assigned by the President and/or the Board. ARTICLE VI INDEMNIFICATION AND INSURANCE Section 1. Authorized Indemnification. Unless clearly prohibited by law or Section 2 of this Article VI, the Corporation shall indemnify any Officer or Director ( Indemnified Person ) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Corporation, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) is or was a Director or officer or Advisory Committee or Advisory Board member of the Corporation, or (b) in addition is serving or served, in any capacity, at the request of the Corporation, any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Corporation shall have consented to such settlement) and reasonable expenses, including attorneys fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof. Section 2. Prohibited Indemnification. The Corporation shall not indemnify any Indemnified Person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Directors in good faith determines, that such person s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. 11 of 17

12 Section 3. Advancement of Expenses. The Corporation shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the Corporation, pay or promptly reimburse the Indemnified Person s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the Corporation, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law of Section 2 of this Article VI. An Indemnified Person shall cooperate in good faith with any request by the Corporation that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties. Section 4. Indemnification of Others. Unless clearly prohibited by law or Section 2 of this Article VI, the Board of Directors may also approve Corporate indemnification as set forth in Section 1 of this Article VI or advancement of expenses as set forth in Section 3 of this Article VI, to a person (or the testator or intestate of a person) who is or was employed by the Corporation or who is or was a volunteer for the Corporation, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Corporation in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Section 5. Determination of Indemnification. Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against Indemnified Person, if indemnification has not been ordered by a court, the Board of Directors shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these Bylaws. Before indemnification can occur, the Board of Directors must explicitly find that such indemnification will not violate the provisions of Section 2 of this Article VI. No Director with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these By-laws. Section 6. Binding Effect. Any person entitled to indemnification under these By-laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these 12 of 17

13 By-laws with respect to any event, action or omission occurring prior to the date of such amendment. Section 7. Insurance. The Corporation is not required to purchase Directors and Officers liability insurance, but the Corporation may purchase such insurance if authorized and approved by the Board of Directors. To the extent permitted by law, such insurance may insure the Corporation for any obligation it incurs as a result of this Article VI or operation of law, and it may insure directly the Directors, Officers, employees or volunteers of the Corporation for liabilities against which they are not entitled to indemnification under this Article VI as well as for liabilities against which they are entitled or permitted to be indemnified by the Corporation. Section 8. Nonexclusive Rights. The provisions of this Article VI shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreement on behalf of the Corporation with any Director, Officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article VI, subject in all cases to the limitations of Section 2 of this Article VI. ARTICLE VII FISCAL YEAR The fiscal year of the Corporation shall begin on the 1st day of July and end on the 30th day of June in each year. ARTICLE VIII CHECKS, NOTES & DEBTS Checks and notes of the Corporation shall be signed and checks, notes, drafts, bills of exchange and orders for payment may be endorsed for the collection of debts in such manner as shall be determined by the Board of Directors. Funds of the Corporation shall be deposited in such banks or trust companies, and checks drawn against such funds shall be signed by the President or Treasurer, except that for checks in excess of $2, they must be signed by both the President and Treasurer. No Member, Officer, or member of the Board of Directors shall have any power or authority to sign any note or bond or other evidence of debt or to contract any debt or liability on the part of the Corporation, except in accordance with a special resolution of the Board of Directors for that purpose entered on its minutes. 13 of 17

14 ARTICLE IX CORPORATE SEAL AND BOOKS & RECORDS Section 1. Books and Records. There shall be kept at the office of the Corporation (1) correct and complete books and records of account, (2) minutes of the proceedings of the Board of Directors and any Committee, (3) a current list of the Directors and Officers of the Corporation and their residence addresses, (4) a copy of these By-laws, (5) a copy of the Corporation s application for recognition of exemption with the Internal Revenue Service, and (6) copies of the past three years information returns, if any, to the Internal Revenue Service. Section 2. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words, Corporate Seal, New York. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise placed on a document. ARTICLE X CONFLICTS OF INTEREST Section 1. Definition of Conflict of Interest. A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence Corporation policies or actions which involve or could ultimately harm or benefit financially: a. the individual; b. any member of his immediate family (spouse, parents, children, siblings, and spouses of these individuals); or c. any organization in which he or an immediate member is a director, officer, member, partner or more than 10% shareholder. Service on the board of another not-for-profit corporation does not constitute per se a conflict of interest. Section 2. Disclosure of Conflicts of Interest. A Director or Officer shall disclose a conflict of interest: (a) prior to voting on or otherwise discharging his or her duties with respect to any matter involving the conflict which comes before the Board or any committee; (b) prior to entering into any contract or transaction involving the conflict; (c) as soon as possible after the Director or Officer learns of the conflict; and (d) on the annual conflict of interest disclosure form. The Secretary of the Corporation shall distribute annually to all Directors and Officers, a form soliciting the disclosure of all conflicts of interest, including specific information 14 of 17

15 concerning the terms of any contract or transaction with the Corporation and whether the process of approval set forth in Section 3 of this Article was used. Section 3. Approval of Contracts and Transactions Involving Potential Conflicts of Interest. A Director or Officer who has or learns about a potential conflict of interest should disclose promptly to the Secretary of the Corporation the material facts surrounding any actual or potential conflict of interest, including specific information concerning the terms of any contract or transaction with the Corporation. All effort should be made to disclose any such contract or transaction and have it approved by the Board before the arrangement is entered into. Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the Board shall consider the material facts concerning the proposed contract or transaction including the process by which the decision was made to recommend entering into the arrangement on the terms proposed. The Board shall approve only those contracts or transactions in which the terms are fair and reasonable to the Corporation and the arrangements are consistent with the best interests of the Corporation. Fairness includes, but is not limited to, the concepts that the Corporation should pay no more than fair market value for any goods or services which the Corporation receives and that the Corporation should receive fair market consideration for any goods or services that it furnishes others. The Board shall set forth the basis for its decision with respect to approval of contracts and transactions involving conflicts of interest in the minutes of the meeting at which the decision is made, including the basis for determining that the consideration to be paid is fair to the Corporation. Section 4. Validity of Actions. No contract or other transactions between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, firm, association, or other entity in which one or more of its directors or officers are directors and officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director(s) or Officer(s) are present at the meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction, or that his/her or their votes are counted for such purpose, if the material facts as to such Director s or Officer s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the Board and Committee, and the Board or Committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes on such interested Directors or Officers. At the time of the discussion and decision concerning the authorization of such contract or transaction, the interested Director or Officer should not be present at the meeting. 15 of 17

16 Section 5. Employee Conflicts of Interest. An employee, if any, of the Corporation with a potential conflict of interest in a particular matter shall promptly and fully disclose the potential conflict to his or her supervisor. The employee shall thereafter refrain from participating in deliberations and discussion, as well as any decisions, relating to the matter and follow the direction of the supervisor as to how the Corporation decisions which are the subject of the conflict will be determined. The President shall be responsible for determining the proper way for the Corporation to handle Corporation decisions which involve unresolved employee conflicts of interest. In making such determinations, the President of the Board may consult with legal counsel. The President shall report to the Board at least annually concerning employee conflicts of interest which have been disclosed and contracts and transactions involving employee conflicts which the President has approved. Section 1. Reasonable Compensation. ARTICLE XI COMPENSATION It is the policy of the Corporation to pay no more than reasonable compensation for personal services rendered to the Corporation by Officers, Directors, and employees. The Directors of the Corporation shall not receive compensation for fulfilling their duties as Directors, although Directors may be reimbursed for actual out-of-pocket expenses which they incur in order to fulfill their duties as Directors. The Corporation will not reimburse expenses of spouses unless the expenses are necessary to achieve a Corporation purpose. Section 2. Approval of Compensation. The Board of Directors must approve in advance the amount of all compensation for Officers of the Corporation. Before approving the compensation of an Officer, the Board shall determine that the total compensation to be provided by the Corporation to the Officer is reasonable in amount in light of the position, responsibility and qualification of the Officer for the position held, including the result of an evaluation of the Officer s prior performance for the Corporation, if applicable. In making the determination, the Board shall consider total compensation to include the salary and value of all benefits provided by the Corporation to the individual in payment for services. At the time of the discussion and decision concerning an Officer s compensation, the Officer should not be present at the meeting. The Board shall obtain and consider appropriate data concerning comparable compensation paid to similar officers in like circumstances. The Board shall set forth the basis for its decisions with respect to compensation in the minutes of the meeting at which the decisions are made, including the conclusions 16 of 17

17 of the evaluation and the basis for determining that the individual s compensation was reasonable in light of the evaluation and the comparability data. ARTICLE XII RULES OF ORDER AND BY-LAW CHANGES Section 1. By-laws Interpretation. Any question or dispute involving the interpretation of these By-laws shall be decided by the Board of Directors. Section 2. Amendment of By-laws. The By-laws of the Corporation may be amended or repealed by a majority vote of the Board of Directors. Notice of any proposed By-law amendment shall accompany notice of meeting at which action on such amendment is to be taken. Dated: November 29, of 17