CONSTITUTION OF CAPITAL AREA HUMANE SOCIETY ARTICLE I. Name. The name of this organization shall be the CAPITAL AREA HUMANE SOCIETY.

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1 CONSTITUTION OF CAPITAL AREA HUMANE SOCIETY ARTICLE I Name The name of this organization shall be the CAPITAL AREA HUMANE SOCIETY Mission ARTICLE II Mission and Vision The Capital Area Humane Society is dedicated to the elimination of cruelty, neglect, and abandonment of animals. The Society will achieve these goals through programs and services for people and animals based on humane principles and respect for all animals. The Society will assist in the enforcement of laws for the prevention of cruelty or neglect to animals, cooperate with other similar organizations in such efforts, as well as do any and all other things which are now or may hereafter be required of the Society by the laws of the State of Ohio. A particular emphasis of the Society is to eliminate animal overpopulation through education, spaying and neutering. s mission is to fight animal cruelty, help animals in need and advocate for their well-being Vision The Capital Area Humane Society s vision is that all animals live free of suffering and that companion animals are valued members of loving and caring families. Section 3.01 MembersEligibility ARTICLE III Members The members of the Society shall be those persons (including any corporation, whether profit or non-profit), who have paid the membership contribution set by the Board of Trustees. The Board of Trustees may establish membership classifications, whether voting or non-voting, and the corresponding membership contribution for each of those classifications. Only those voting members whose membership contribution has been paid at least five (5) days prior to any annual or special meeting of the members shall be eligible to vote at that meeting. 1

2 For the purposes of Ohio Rev. Code (G) and the application of Ohio Rev. Code Chapter 1702, the term Member shall refer to the persons then currently serving as members of the Society s Board of Trustees. Section 3.02 MeetingsAnnual Meeting (a) An annual meeting of the members for the election of Trustees, for the consideration of reports and for such other business as may be brought before the meeting shall be held after July 1 of each year, but not later than October 30 of that yearmembers for the election of the Board of Trustees shall be held on a date designated by the Members, or, if they fail to do so, by the President. (b) Special meetings of the members may be called by the President, a majority of the Board of Trustees or by five percent (5%) of the voting members, who shall specify the purposes of such meeting. (c) All meetings of the Society shall be conducted in accordance with the guidelines set forth in Robert s Rules of Order, as revised, except to the extent of any inconsistency with the Articles of Incorporation, this Constitution or the Bylaws. Section 3.03 Special Meetings Special meetings of the Members may be held at any time within the State of Ohio upon call by the President or by any four Members. Section 3.04 Place of Meetings Meetings of the members may be held at any place within Franklin County, Ohio. If no designation is made, the place of the meeting shall be the principal office of the Society in the State of Ohio. Section Notice of Meeting; Waiver of Notice (a) Each member shall furnish the Society with an address to which notices of meetings and other notices or correspondence may be addressed. (b) The President, or the Board of Trustees in the event of a meeting called by the Board of Trustees, shall promptly set the date, time and place of each meeting of the members, and written notice of the date, time and place of each meeting of the members shall be given to each member at least ten(10) but not more than sixty (60) days before each such meeting, provided that no notice need be sent to any member who becomes a member or whose membership having lapsed, renews such membership, after the date of sending of notice. 2

3 (c) The Society shall, upon the proper written request of any person or persons entitled to call a meeting of the members, deliver written notice of such meeting to the members entitled to vote at such meeting. (d) Every notice of a special meeting of the members must briefly state the purpose specified by the person or persons calling such meeting. Only that business which is stated in the notice shall be taken up at such special meeting. (e) Any member may waive notice of the time and place of any meeting of the members, either before or after the holding of the meeting, and attendance at any such meeting shall constitute a waiver of notice, unless the member orally protests the adequacy of notice from the floor of the meeting. Notice of the date, time, and place of each annual meeting of Members shall be given to each Member by electronic mail, letter, telephone or in person not less than five (5) nor more than sixty (60) days prior to such meeting. Notice of each special meeting shall be given to each Trustee by electronic mail, letter, telephone or in person not less than five (5) nor more than sixty (60) days prior to such meeting, which notice must specify the purposes of the meeting. A Member may waive his or her right to receive notice in writing, either before or after the holding of such meeting. A Member waives his right to protest lack of proper notice if a Member attends the annual meeting without protesting prior to or at the commencement of the annual meeting. Section Quorum and Manner of Action (a) The voting members present shall constitute a quorum for the transaction of business at any annual meeting of the members and seventy-five (75) voting members shall constitute a quorum for the transaction of business at any special meeting of the members. A majority of the Members shall constitute a quorum. (b) A majority vote of the voting members present at a meeting which a quorum is present may authorize any action by the Society, unless a greater number is required by the Articles of Incorporation or this Constitution. Section Voting Each eligible voting membermember shall be entitled to one vote on each matter to be voted upon by the members, except that each member may vote for the number of Trustees to be elected by the members; provided, however, such member may not cumulate his or her votes for any one or more TrusteesMembers. Section 3.08 Electronic Communication. Upon advance notice to the President sufficient to make the necessary technical arrangements, and upon the approval of the President, any Member may attend and participate in any meeting by telephonic conference call or other electronic transmission means so long as all persons participating in the meeting may contemporaneously communicate with each other. This 3

4 Section 3.08 is to be interpreted to provide the Society the maximum flexibility permitted under Ohio Rev. Code Section 4.01 General Powers ARTICLE IV Board of Trustees The powers of the Society shall be exercised, its business and affairs conducted, and its property managed under the direction of the Board of Trustees, except as otherwise provided by the law of the State of Ohio, by the Articles of Incorporation, or by this Constitution. Section 4.02 BylawsThe Board of Trustees may adopt Bylaws to govern its own proceedings so long as the Bylaws are consistent with the laws of the State of Ohio, the Articles of Incorporation and this Constitution. The Board of Trustees shall employ an Executive Director, and delegate to such person the administration of the operating functions of the Society. Section Eligibility; Number (a) No employee of the Society shall serve as a Trustee during the term of such employee s employment. Trustees must be Members of the Society. (b) The Board of Trustees shall consist of not less than fifteen (15) nor more than thirty (30) Trustees. Only voting members of the Society shall be eligible to serve as Trustees. No member of the societyno Trustee may serve more than two (2) consecutive (3) year terms as a member of the Board of Trustees, and, in any event, no member may serve more than eight (8) consecutive years.except that any years served as an officer of the Society will not count toward such Trustee s term limit. Once a Trustee has served the maximum number of terms allowed by this Section, one (1) year must elapse before such Trustee is eligible for re-election. (c) Without amendment to this Constitution, the number of Trustees may be fixed or changed by resolution of the Board of Trustees, provided, however, that a cumulative increase or decrease of the number of Trustees of ten percent (10%) or more of the total number of members of the Board of Trustees shall require the consent and approval of a majority of the members of the SocietyMembers present and voting at a meeting of the members at which any such increase or decrease is proposed. 4

5 (d) No reduction of the number of Trustees shall have the effect of removing any Trustee prior to the expiration of his or her term of office. Section Classification and Term At the annual meeting of the members of the SocietyMembers, the membersmembers eligible to vote shall elect for three (3) year terms the number of Trustees equal to the number of Trustees whose terms are expiring on the date of said meeting, and shall also elect Trustees to fill any vacancies on the Board of Trustees for un-expired terms or to add additional members to the Board of Trustees (so long as the number of Trustees does not exceed the amount allowed under Section 4.02(b)). The terms of one-third (1/3) of the members of the Board of Trustees shall expire each year. If at an annual meeting Trustees are added to the Board of Trustees (such that the number of Trustees increases from the previous year), the length of such new Trustees terms shall be staggered to ensure that the terms of one-third (1/3) of the members of the Board of Trustees shall expire each year. Section Meetings (a) AThe annual meeting of the Board of Trustees for the election of officers, consideration of reports and for such other business as may be brought before the meeting shall be held not later than 30 days followingdirectly after the annual meeting of the members of the Society.Members. Unless limited by the notice thereof, any business may be transacted at the annual meeting. (b) (b) Regular meetings of the Board of Trustees shall be held at monthly intervals between annual meetings or at such times as the Trustees specify. Unless limited by the notice thereof, any business may be transacted at a regular meeting. (c) (c) Special meetings of the Board of Trustees may be called by the President, by a majority of the Executive Committee or by any five (5) members of the Board of Trustees. The notice of a special meeting must state the purpose of such meeting, and no other business may be conducted at such special meeting. Section Place of Meeting and Electronic Meetings (a) (a) Meetings of the Board of Trustees shall be held at such place or places in Franklin County, Ohio as the Board of Trustees may determine. Upon advance notice to the President sufficient to make the necessary technical arrangements, and upon the approval of the President, any Trustee may attend and participate in any meeting by telephonic conference call or other electronic transmission means so long as all persons participating in the meeting may contemporaneously communicate with each other. This Section 4.05 is to be interpreted to provide the Society the maximum flexibility permitted under Ohio Rev. Code (b) (b) Notwithstanding anything to the contrary, any meeting of the Board of Trustees, or any meeting of any committee may be held through any electronic communication pursuant to 5

6 which each Trustee or committee member is able to hear and communicate with each other Trustee or committee member participating or in any other manner permitted under the laws of the State of Ohio and such participation shall constitute attendance at such meeting. Section Notice of Meeting (a) Each Trustee shall be given written notice of the time and place of each regular or special meeting of the Board of Trustees at least five (5) days before each meeting. (b) A member of the Board of Trustees may waive notice of the time and place of any meeting of the Board of Trustees, either before or after holding of the meeting. Attendance at such a meeting without protesting notice of the meeting shall constitute waiver of notice. Section Quorum and Manner of Action (a) A quorum for the transaction of business at any meeting of the Board of Trustees shall consist of a majority of the Trustees in office. (b) (b) In the absence of a Quorumquorum at any meeting of the Board of Trustees, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given. (c) (c) The act of a majority of the Trustees present at a meeting at which a quorum is present shall authorize any action by the Board of Trustees, unless a greater number is required by the Articles of Incorporation, or this Constitution of the Bylaws. Section Action by Board of Trustees Without Meeting (a) Any action which may be authorized or taken at a meeting of the Board of Trustees, may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Trustees. Any such writing shall be filed with or entered upon the records of the Society. (b) Any such writing shall be filed with or entered upon the records of the Society. Section Resignations (a) Any Trustee of the Society may resign at any time by giving written notice to the President or Secretary. (b) (b) A resignation shall take effect at the time specified therein, and unless otherwise specified therein, shall become effective upon delivery. The acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation. 6

7 (c) Whenever any vacancies occur among the Trustees, the remaining Trustees shall constitute the Trustees of the Society until such vacancy is filled or until the number of Trustees is changed. Such vacancy may be filled in the manner prescribed by Section Section Removal (a) Any Trustee may be removed, with or without cause, at any time by the affirmative vote of a majority of the Trustees then in office at a special meeting called for that purpose or at any regular meeting of the Board of Trustees, provided the notice of the time and place of such meeting states that removal of one or more identified Trustees is to be considered. (b) Any Trustee or Trustees may be removed, with or without cause, at any time by the affirmative vote of a majority of the members present and voting at a special meeting of the members called for that purpose or any annual meeting of the members, provided the notice of the time and place of such meeting states that removal of one or more identified Trustees is to be considered. (b) (c) Any vacancy in the number of Trustees by reason of this section may be filled in the manner prescribed in Section Section Vacancies (a) The remaining Trustees, thougheven if less than a majority of the authorized number of Trustees, may, by a vote of a majority of their number, temporarily fill any vacancy for the office of Trustees until the next annual meeting of the membersmembers or any special meeting of the membersmembers at which the membersmembers fill such vacancy pursuant to Section (b) below. (b) The members of the SocietyMembers shall have a right to fill any vacancy for the office of Trustee, whether the vacancy has been temporarily filled by the remaining Trustees, at any special meeting of the membersmembers called for that purpose of at any annual meeting of the members. Any Trustee so elected by the members shall hold office until a successor is elected as Trustee.Members. Section Ex Officio Members A majority of the Board of Trustees may appoint one or more persons as ex officio members of the Board of Trustees, which ex officio member or members shall be entitled to notice, to be present in person, to present matters for consideration and to take part in consideration of any business by the Board of Trustees, but which ex officio member or members shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in any way for purposes of authorizing any act or transaction of business by the Board of Trustees. ARTICLE V Conflicts of Interest 7

8 Section Conflicts of Interest (a) Except with the approval of the Board of Trustees, no Trustee of the Society shall have any connection with any commercial, business, manufacturing or financial enterprise doing business with the Society, which connection would be likely to affect such Trustee s independent judgment as a Trustee of the Society. (b) A Trustee having a conflict of interest or conflict of responsibility on any matter involving the Society and any other business entity or person shall disclose such conflict and refrain from voting on such matter, or otherwise influencing, or attempting to influence, the Society in any way regarding that matter. No Trustee shall use his position as a Trustee of the Society for his own direct or indirect financial gain. No Trustee of the Society may serve as an employee of the Society and no Trustee of the Society shall apply for a position of employment with the Society during his or her term of office. Section General Powers ARTICLE VI Executive Committee The Executive Committee shall advise the Board of Trustees on matters relating to the management of the Society; provided, however, that in instances when the need for action is of an immediate or emergency nature. In intervals between Board of Trustees meetings, the Executive Committee shall have the authority to operate the Society and exercise the full power and authority of the Board of Trustees. Every action of the Executive Committee shall be, subject to reviewthe control and ratification bydirection of the full Board of Trustees. In the event the Executive Committee exercises the full power and authority of the Board of Trustees as described above, the minutes of the meeting at which any such action is taken shall be signed by each member who attended such meeting The minutes of the Executive Committee meetings shall be maintained by the Executive Committee and made available to the Trustees upon request. Section Number The Executive Committee of the Board of Trustees shall consist of seven (7) members: the President, First Vice President, Second Vice President, Treasurer and Secretary, and two additional members who shall be elected to one (1) year terms by the Board of Trustees. Only Trustees may serve as members of the Executive Committee. Section Notice of Meeting (a) Unless the time and place of any meeting of any Executive committeecommittee meeting was established by prior resolution and notice thereof given to each member of the Executive Committee, written notice of the time and place of each meeting of the Executive Committee shall be given to each member thereof at least two (2) days before each meeting, except 8

9 when the Executive Committee meets in emergency situations such as are contemplated in Section 6.01 hereof, in which case notice need not be written. (b) (b) Any member of the Executive Committee may waive notice of the time and place of any meeting of the Executive Committee, either before or after holding of the meeting. Attendance at such a meeting without protesting notice of the meeting shall constitute waiver of notice. Section Quorum and Manner of Action (a) Four (4) members of the Executive Committee shall constitute a quorum for transaction of business at any meeting of the Executive Committee. (b) In the absence of a quorum at any meeting of the Executive Committee, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given. (c) The act of a majority of the members present at a meeting at which a quorum is present shall authorize any action by the Executive Committee, unless a greater number is required by the Articles of Incorporation, or this Constitution of the Bylaws. Section 6.05 Meetings (a) Regular meetings of the Executive Committee may be held at such periodic intervals and at such times and places as the members thereof may specify. (b) Special meetings of the Executive Committee may be called by the President or by a majority of the Executive Committee. Section Place of Meeting and Electronic Meetings (a) Meetings of the Executive committee may be held at any place within Franklin County, Ohio. Upon advance notice to the President sufficient to make the necessary technical arrangements, and upon the approval of the President, any Executive Committee member may attend and participate in any meeting by telephonic conference call or other electronic transmission means so long as all persons participating in the meeting may contemporaneously communicate with each other. This Section 6.06 is to be interpreted to provide the Society the maximum flexibility permitted under Ohio Rev. Code Section Action by Executive Committee Without Meeting (a) Any action which may be authorized or taken at a meeting of the Executive Committee, may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all of the members of the Executive Committee. Any such writing shall be filed with or entered upon the records of the Society. 9

10 (b) Any such writing shall be filed with or entered upon the records of the Society. Section Vacancies Any vacancy in the number of members of the Executive Committee may be filled by the Board of Trustees at the next monthlyregular or annual meeting of the Board of Trustees or at a special meeting held for that purpose. ARTICLE VII Other Committees The [Board of Trustees] [Executive Committee] may appoint one or more Trustees to constitute one or more other committees of the Society. Individuals who are not Trustees may serve on committees at the pleasure of the [Board of Trustees] [Executive Committee]. The [Board of Trustees] [Executive Committee] shall appoint a chairman of each committee of the Society. The [Board of Trustees] [Executive Committee] shall specify a designation by which each committee shall be known and shall fix its powers and authority. The [Board of Trustees] [Executive Committee] may delegate to any committee any of the authority of the Board of Trustees, however conferred. Each committee shall serve at the pleasure of the [Board of Trustees] [Executive Committee], shall act only in the intervals between meetings of the Board of Trustees, and shall be subject to the control and direction of the [Board of Trustees] [Executive Committee]. Each committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. All actions by each committee shall be subject to revision and alteration by the [Board of Trustees] [Executive Committee] provided that no rights of third persons shall be adversely affected by any such revision or alteration. Section Officers ARTICLE VIII Officers The Officers of this Society shall be a President, a First Vice President, a Second Vice President, a Treasurer and a Secretary and such other officers as may be necessary, each of whom must be a Trustee of the Society. Section Election and Term of Office 10

11 (a) The President, First Vice President, Second Vice President, Treasurer and Secretary of the Society shall be elected to one year terms as provided in Section 4.05 (a).a two (2) year term. After serving such two (2) year term, one (1) year must laps before such officer is eligible for re-election to such office. Any vacancy of such offices may be filled and any other officers may be elected at any regular or annual meeting of the Trustees or at a special meeting held for that purpose. (b) Each officer shall hold office until a successor shall have been elected. No Trustee may serve more than two consecutive one year terms in any one office. Section Resignation (a) Any officer may resign at any time by giving written notice to the Board of Trustees or to the President or Secretary. (b) (b) A resignation shall take effect at the time specified therein, and unless otherwise specified therein, shall become effective upon delivery. The acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation. Section Removal; Vacancy (a) Any officer may be removed by the Board of Trustees, with or without cause, at any time by the affirmative vote of the majority of the Board of Trustees. (b) Any vacancy byoccurring for any reason, of this Section may be filled at the same meeting or at a subsequenta regular or annual meeting of the Board of Trustees or at a special meeting held for that purpose. Section Duties of Officers (a) The President shall preside at all meetings of the members and all meetings of the Board of Trustees. In addition, the President shall be the Chairperson of the Executive Committee of the Board of Trustees. The President shall also perform such duties as are usually incidental to the office of president of any such organization. An outgoing president shall serve for one year as both a member of the Board of Trustees, regular or ex-officio depending on whether his or her term has expired, and as an ex-officio member of the Executive Committee for the same one year period. (b) In the absence of the President of the Society, the First Vice President shall perform the ordinary and necessary functions of the President, including, but not limited to, presiding at all meetings of the members of the Society, of the Board of Trustees, and of the Executive Committee. The President and the First Vice President shall also be ex-officio members of all committees of the Board of Trustees. 11

12 (c) The Second Vice President of the Society shall, in the absence of the President and the First Vice President, preside at all meetings of the members of the Society, of the Board of Trustees, and of the Executive Committee. (d) The Secretary of the Society shall keep the minutes of all meetings of the members, of the Board of Trustees, and of the Executive Committee. (e) The Treasurer of the Society shall be responsible for reporting the financial affairs of the Society and shall prepare and present financial statements to the Board of Trustees at the monthly meetings of the Board, and to the membership of the Society at the annual meetings of the Society. (f) (b) The Board of Trustees shall delegate to any officer or officers of the Society authority jointly or severally to sign, execute and deliver in the name of the Society any deed, mortgage, bond, instrument, agreement or other document evidencing any transaction authorized by the Board of Trustees. (g) (c) In the absence of any officer or for any other reason which the Board of Trustees may deem sufficient, the Board of Trustees may delegate the authorities and duties of any officer to any other officer or to any Trustee. (h) (d) In addition to the foregoing, each officer shall perform all duties as may from time to time be delegated to each of them by this Constitution or by the Board of Trustees as provided herein. Section 8.06 Employed Staff The Executive Director shall be appointed by the Board of Trustees and shall serve under the guidance and jurisdiction of the Board of Trustees. The Executive Director shall be responsible to the Board of Trustees for the administration, general maintenance and operation of the Society, as well as for the raising and spending of operating funds for which he or she shall give bond satisfactory to the Board of Trustees at the expense of the Society. The Executive Director shall present a report on the operations of the Society, including its financial condition, in writing at the annual meeting of the Society and at such other times as the Board of Trustees may require. Section Indemnification ARTICLE VIIIIX Indemnification and Insurance (a) To the fullest extent not prohibited by applicable law, the Society shall indemnify each person who, by reason of being or having been a Member, Trustee, or officer of the Society, named or otherwise, becomes or is threatened to be made a party to any such proceeding, and the Society by the Board of Trustees may indemnify any other person as deemed proper by the Board of Trustees, against any and all costs and expenses (including attorney fees, judgments, fines, 12

13 penalties, amounts paid in settlement, and other disbursements) actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding (or claim or other matter therein), whether civil, criminal, administrative or otherwise in nature, with respect to which such person is named or otherwise threatened to be made a party by reason of being or at anytime having been a Trustee, officer, employee or other agent of or in a similar capacity with the Society, or by reason of being or at any time having been, at the direction or request of the Society, a director, trustee, officer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan. (b) Each request or case of or on behalf of any person who is or may be entitled to indemnification for reason other than by being or having been a Trustee or officer of the Society shall be reviewed by the Board of Trustees, and indemnification of such person shall be authorized by the Board of Trustees only if it is determined by the Board of Trustees that indemnification is proper in the specific case, and, notwithstanding anything to the contrary in this Constitution, no person shall be indemnified to the extent, if any, it is determined by the Board of Trustees or by written opinion of legal counsel designated by the Board of Trustees for such purpose that indemnification is contrary to applicable law. Section Insurance The Society may, as the Board of Trustees direct, purchase and maintain such insurance on behalf of any person who is or at any time has been a Trustee, officer, employee or other agent of or in a similar capacity with the Society, or who is or at any time has been, at the direction or request of the Society, a director, trustee, officer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan against any liability asserted against and incurred by such person. Section Annual Audit ARTICLE IXX Annual Audit There shall be an audit made each year of the financial records of the Society by an independent Certified Public Accountant. The results of each such audit shall be available for inspection by any voting member of the Society during normal business hours of the Society. ARTICLE XXI Control of Assets Section Control of Assets During Existence 13

14 The Board of Trustees shall determine the policies pertaining to and have full control of the property and funds of the Society during it sits existence, subject to the provisions of Sections , and of the Ohio Revised Code. Section Control of Assets upon Dissolution Should the Society cease to exist for any reason, upon it s dissolution, all public assets shall be disposed of pursuant to an order of a court of competent jurisdiction when such assets consist of funds received pursuant to Sections and of the Ohio Revised Coed; all private funds shall be distributed either to the Society s successor, or if no such successor exists, to an organization or organizations, qualified under Section 501(c)(3) of the Internal Revenue Code, whose goals and objectives most completely reflect the goals and objectives of the Society for use in the prevention of cruelty, abuse and neglect of animals as provided under Section of the Ohio Revised Code. Section Amendment ARTICLE XIXII Amendment This Constitution may be amended from time to time by the members of the Society by an affirmative vote of a two-thirds (2/3) majority of the members eligible to vote, present and voting at any annual or special meeting of the members of the Society. (Including all amendments adopted on November 19, 1997) C:\DOCUMENT\CAHS\CAHSCONS.119 ARTICLE XIII Roberts Rules of Order All meetings of the Society shall be conducted in accordance with the guidelines set forth in Robert s Rules of Order, as revised, except to the extent of any inconsistency with the Articles of Incorporation or this Constitution. ARTICLE XIV Former Code of Regulations The provisions of any former Code of Regulations, Bylaws, or Constitution of the Society, as amended, are hereby repealed. 14

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16 Document comparison by Workshare Compare on Tuesday, August 18, :50:30 PM Input: Document 1 ID Description Document 2 ID Description Rendering set interwovensite://taftdm/active/ /1 # v1<Active> - Original Constitution interwovensite://taftdm/active/ /3 # v3<Active> - Revised Constitution Standard Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 137 Deletions 122 Moved from 6 Moved to 6 Style change 0 Format changed 0 Total changes 271

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