Illinois Optometric Association Constitution and Bylaws

Transcription

1 Illinois Optometric Association Constitution and Bylaws TABLE OF CONTENTS ARTICLE I NAME AND INCORPORATION ARTICLE II PURPOSES ARTICLE III POWERS AND GOVERNMENT OF THE ASSOCIATION ARTICLE IV LIMITATIONS Section 1. Use of Funds Section 2. Prohibited Activities ARTICLE V OFFICE ARTICLE VI MEMBERSHIP Section 1. Qualification and Procedure Section 2. Voting Rights Section 3. Meetings Section 4. Financial Obligations Section 5. Resignation Section 6. Termination of Membership Section 7. Forfeiture of Rights ARTICLE VII SOCIETIES OF THE ASSOCIATION Section 1. Chartered Societies Section 2. Limit on Authority Section 3. Revocation of Charter ARTICLE VIII STANDARDS OF PRACTICE ARTICLE IX EXECUTIVE COUNCIL Section 1. Authority Section 2. Composition of the Executive Council Section 3. Meetings Section 4. Quorum Section 5. Voting ARTICLE X HOUSE OF DELEGATES Section 1. Authority Section 2. Composition of the House of Delegates Section 3. Meetings Section 4. Quorum Section 5. Resolutions 1

2 Section 6. Voting ARTICLE XI PRESIDENT'S CABINET Section 1. Authority Section 2. Composition of the President's Cabinet Section 3. Meetings Section 4. Quorum Section 5. Voting ARTICLE XII OFFICERS Section 1. Officers Section 2. Term Section 3. Succession Section 4. President Section 5. President-Elect Section 6. Directors Section 7. Secretary-Treasurer Section 8. Immediate Past President Section 9. Delegation by Officers ARTICLE XIII NOMINATIONS FOR AND ELECTION OF OFFICERS Section 1. Nominating Procedure Section 2. Election ARTICLE XIV RESIGNATION AND REMOVAL OF OFFICERS AND OTHER MEMBERS OF THE EXECUTIVE COUNCIL AND FILLING VACANCIES Section 1. Resignation Section 2. Removal Section 3. Change in the Other Members of the Executive Council Section 4. Failure to Take Office Section 5. Filling Vacancies ARTICLE XV INDEMNIFICATION ARTICLE XVI NOTICES AND WAIVER OF NOTICE Section 1. Form of Notice Section 2. Effective Date of Notice Section 3. Waiver of Notice ARTICLE XVII AMENDMENTS ARTICLE XVIII SEAL, EXECUTION OF INSTRUMENTS AND FISCAL YEAR Section 1. Corporate Seal Section 2. Execution of Instruments Section 3. Fiscal Year 2

3 ILLINOIS OPTOMETRIC ASSOCIATION CONSTITUTION AND BYLAWS ARTICLE I NAME AND INCORPORATION The name of this Association is Illinois Optometric Association. It was incorporated under the laws of the State of Illinois as a not-for-profit corporation on July 10, ARTICLE II PURPOSES The purposes of the Association are to improve the eye care/vision care and health of the public and to promote the art and science of the profession of optometry. ARTICLE III POWERS AND GOVERNMENT OF THE ASSOCIATION The Association shall have such powers as are set forth in the Articles of Incorporation and in this Constitution and Bylaws, as they may be amended from time to time, and as provided by law. The activities of the Association shall be governed by actions taken by the House of Delegates, the Executive Council and by the President's Cabinet within the authority conferred on them by the Articles of Incorporation, Constitution and Bylaws of this Association and by law and as are consistent therewith and with the Policy Manual. As used herein, "Policy Manual" shall be the then current written record of resolutions of the House of Delegates and of action of the Executive Council prescribing specific procedures to be followed that are necessary for the general operation and function of the Association and its continuing governance. To be included in the Policy Manual, each such resolution or action must also include in the motion approving it that the resolution or action is to become part of the Policy Manual. ARTICLE IV LIMITATIONS Section 1. USE OF FUNDS. The affairs of the Association shall not be conducted for profit and no net earnings of the Association shall inure to the benefit of any member, director, officer, employee or any person connected with the Association; provided however, that this shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the Association in effecting any of its purposes and of expenses incurred in connection therewith. 3

4 Section 2. PROHIBITED ACTIVITIES. The activities of the Association shall not be such as will result in any agreement, understanding, combination or any other form of concerted action to limit provision of services and devices, fix prices, suppress competition or in any other manner restrain trade or commerce of the members of the Association or of anyone engaged in business, or in any other act or acts which may be in contravention of law or good professional practice. ARTICLE V OFFICE The registered office of this Association shall be at such place as is designated from time to time by the Executive Council. ARTICLE VI MEMBERSHIP Section 1. QUALIFICATION AND PROCEDURE. The qualifications, classifications, privileges and obligations of members of this Association and the procedure for becoming a member shall be as set forth in the Policy Manual. Section 2. VOTING RIGHTS. Each member of a classification designated as having voting rights by the Policy Manual shall be entitled to one vote at any meeting of the House of Delegates of the Association. Section 3. MEETINGS. The Annual Meeting of the Association shall be held at such time and place determined as provided in the Policy Manual. Special meetings may be called as provided in Section 3 of Article X. Section 4. FINANCIAL OBLIGATIONS. All members shall pay such dues, and assessments as may be fixed from time to time by the House of Delegates. Dues for membership categories other than full membership shall be authorized by the Executive Council but shall not exceed the amount fixed by the House of Delegates for full membership.the Executive Council may increase the annual dues in any one year in an amount not to exceed five percent (5%) of the previous year s dues and the Secretary/Treasurer shall report to the House of Delegates the amount of any such increase. Section 5. RESIGNATION. Any member may resign from the Association upon written notice to the Secretary-Treasurer of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and the acceptance of the resignation shall not be necessary to make it effective. Resignation shall not relieve the member of payment of all obligations then due to the Association. Section 6. TERMINATION OF MEMBERSHIP. Membership may be terminated under procedure set forth in the Policy Manual in the following cases: 4

5 (a) if a member shall be delinquent in any financial obligation due the Association, and after notification, fail to make payment within the prescribed time; (b) if a member shall cease to be engaged in the activity which entitled such person to membership; or (c) if a member fails to conform to the Constitution and Bylaws of the Association or conducts business in such a manner as to bring the Association into disrepute or adversely reflect on the professional and business integrity and ethics of other members of the Association. All procedures for termination of membership shall afford the person involved the opportunity to present information as to why termination should not occur. Section 7. FORFEITURE OF RIGHTS. Any member resigning from membership or whose membership is terminated shall forfeit all of the rights and privileges of membership in the Association. ARTICLE VII SOCIETIES OF THE ASSOCIATION Section 1. CHARTERED SOCIETIES. The Association may issue charters to such local and student societies as meet the requirements established by the Executive Council and those societies shall be known as "Chartered Societies." Section 2. LIMIT ON AUTHORITY. No Chartered Society shall: (a) take any position in the name of the Association or as representing the Association's position unless such position is set forth in the Association's Policy Manual, in a resolution adopted by the Association's House of Delegates, or in an action by the Executive Council of the Association; or (b) incur any expense on behalf of, or take any action in the name of the Association, or as representing the Association's action, unless specific written authorization has been given by the Executive Council of the Association or, when it is empowered to act, by the President's Cabinet of the Association. Section 3. REVOCATION OF CHARTER. The Executive Council may revoke the charter of any Chartered Society which ceases to meet the requirements established by the Association or which takes any action in violation of the Constitution and Bylaws of the Association. All procedures for revocation of a charter shall afford the Chartered Society involved the opportunity to present information as to why revocation should not occur. 5

6 ARTICLE VIII STANDARDS OF PRACTICE Since optometry is a profession involving the rendering of professional service, and inasmuch as all professions are distinguished by adherence to codes of ethics, rules of conduct and rules of practice, all members of this Association shall strive to abide by the Code of Ethics, Rules of Conduct and Rules of Practice, as may be established from time to time, by the Association. ARTICLE IX EXECUTIVE COUNCIL Section 1. AUTHORITY. The Executive Council of the Association shall be the board of directors of the Association. The activities of the Association shall be managed by, and under the direction of, the Executive Council. The Executive Council may direct the President to create advisory groups to study issues and present information to the Executive council Section 2. COMPOSITION OF THE EXECUTIVE COUNCIL. The Executive Council of the Association for each fiscal year of the Association shall consist of the President's Cabinet, Past Presidents for two years following their term as immediate Past President if they so elect, and the President of each Chartered Society, who shall be the person each Chartered Society shall have last certified to the Secretary-Treasurer of the Association to hold the office as its President. Only Association members in good standing shall be eligible to be members of the Executive Council. The President of the Association shall be Chair of the Executive Council. The Editor of the Association Journal shall be an ex officio member. Section 3. MEETINGS. Meetings of the Executive Council may be called upon petition of the President of the Association, or upon petition signed by at least one-fourth (1/4) of the members of the Executive council to the Secretary-Treasurer of the Association. The meeting shall be held within twenty-one (21) days of receipt of the petition. The members shall be given at least ten (10) days notice of the meeting. Section 4. QUORUM. A quorum of the Executive Council shall consist of not less than 51% of the members present thereof. Section 5. VOTING. At meetings of the Executive Council each member of the President's Cabinet and each member Past President shall be entitled to one vote and each Chartered Society, by its President or designated alternate, shall be entitled to one vote. A vote of the majority of those members voting on each matter before the Executive Council shall constitute the action of the Executive Council. 6

7 ARTICLE X HOUSE OF DELEGATES Section 1. AUTHORITY. The House of Delegates shall elect the officers of the Association, adopt resolutions relating to its policy and affairs, set the dues of the association and amend the Constitution and Bylaws. Section 2. COMPOSITION OF THE HOUSE OF DELEGATES. The House of Delegates of the Association for each fiscal year of the Association shall be those members with voting privileges present in person and, for purposes of electing officers only, by mail ballot (as defined by Section 2 of Article XIII) at the Annual Meeting of the Association or any special meeting for that year. The Immediate Past President of the Association shall be Chair of the House of Delegates. Section 3. MEETINGS. The regular meeting of the House of Delegates shall be the Annual Meeting of the Association. Special meetings of the House of Delegates may be called upon petition to the Secretary-Treasurer of the Association by the President's Cabinet or by at least one-fourth (1/4) of the members of the Executive Council. The meeting shall be held within twenty-one (21) days of receipt of the petition. The members of the Association shall be given at least ten (10) days prior notice. Section 4. QUORUM. A quorum of the House of Delegates shall consist of not less than a number of members present in person equal to the number of Chartered Societies of the Association at the time of such meeting. Section 5. RESOLUTIONS. Any Chartered Society or member in good standing may submit a resolution for consideration by the House of Delegates at a meeting thereof. A resolution must be submitted for consideration by the Resolutions Committee in the manner and within the time provided in the Policy Manual. The Resolutions Committee shall consider all resolutions submitted to it and report to the House of Delegates whether it recommends to adopt or not adopt. Any resolution not approved or submitted to the Resolutions Committee may be offered from the floor of the meeting of the House of Delegates by any delegate but shall require a two-thirds (2/3) affirmative vote by the members of the House of Delegates voting thereon to be adopted. Section 6. VOTING. Each member of the House of Delegates shall have one vote. Votes on resolutions, amendments to the Constitution and Bylaws or to the Articles of Incorporation of the Association, or on any other matter coming before a meeting of the House of Delegates, shall be cast in person only. Except as provided in Section 5 of this Article X, or in Section 3 of Article XIII (Election of Officers), or in Article XVII (Amendments), a vote of the majority of those members voting on each matter before the House of Delegates shall constitute the action of the House of Delegates. 7

8 ARTICLE XI PRESIDENT'S CABINET Section 1. AUTHORITY. The President's Cabinet shall serve as the executive committee of the Association at such times as the Executive Council is not meeting. The President's Cabinet shall be empowered to exercise the authority of the Executive Council during such times, in accordance with and as limited by, the directives of the Executive Council in effect from time to time. All actions of the President's Cabinet shall be reported to the Executive Council at, or prior to, the next meeting of the Executive Council. All such actions of the President's Cabinet shall stand as actions of the Executive Council unless the Executive Council determines that any such actions violate the directives of the Executive Council, these bylaws, or the Articles of Incorporation of the Association in which case, the action shall, upon majority vote of the Executive Council, be rescinded. In addition to any limitation of such directives, the President's Cabinet shall not have authority to: (a) adopt a plan for the dissolution of the Association and the subsequent distribution of its assets; (b) approve any action required by law to be approved by members; (c) fill vacancies on the Executive Council; (d) elect, appoint, or remove any officer of the Association; (e) adopt a plan of merger or a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Association; or (f) amend, alter or repeal action of the Executive Council unless the resolution or action of the Executive Council calls for such action by the President's Cabinet. Section 2. COMPOSITION OF THE PRESIDENT'S CABINET. The President's Cabinet of the Association shall consist of the President, President-Elect, the Secretary-Treasurer, the Immediate Past President and five (5) Trustees. The President of the Association shall be Chair of the President's Cabinet. Section 3. MEETINGS. Meetings of the President's Cabinet may be called upon petition of the President of the Association or upon petition signed by at least one-fourth (1/4) of the members of the President's Cabinet to the Secretary-Treasurer of the Association. The meeting shall be held within twenty-one (21) days of receipt of petition. The members shall be given at least (10) days notice of the meeting. The 10 day notice requirement may be waived in extenuating circumstances with100% approval of the members of the President s Cabinet recorded in verifiable written form whether physical, electronic, digital, or otherwise. A meeting of the President s Cabinet may be held by electronic means, rather than in person, with the approval of 100% of the members of the President s Cabinet recorded in verifiable 8

9 written form whether physical, electronic, digital or otherwise. All votes taken at electronic meetings shall also be recorded in writing, whether physical, electronic, digital or otherwise. Section 4. QUORUM. A quorum of the President's Cabinet shall consist of not less than 51% of the members thereof. Section 5. VOTING. Each member of the President's Cabinet present at a meeting shall be entitled to one vote. A vote of the majority of those members voting on each matter before the President's Cabinet shall constitute the action of the President's Cabinet. ARTICLE XII OFFICERS Section 1. OFFICERS. The officers of this Association shall be a President, a President- Elect, a Secretary-Treasurer, the Immediate Past President and five (5) Trustees. Only members in good standing shall be eligible to serve as officers. No member may hold more than one office. Newly elected officers shall assume office immediately upon their installation. Section 2. TERM. The Secretary-Treasurer shall serve no more than three (3) consecutive full two year terms. All Trustees shall serve not more than three (3) consecutive full terms. Three (3) trustees shall be elected in odd number years and two (2) trustees shall be elected in even number years. Terms for all Trustees shall be for two (2) years each. The President and President-Elect shall not serve more than one (1) consecutive one (1) year term. A Past-President of the Association is ineligible to be re-elected as an officer of the Association for a period of 5 years following the completion of his or her term as Immediate Past-President. Section 3. SUCCESSION. Order of succession of officers shall be followed in the event of a vacancy in the office of President and/or President-Elect until the Executive Council acts to fill such vacancy, or in the absence of the presiding officer at any meeting of this Association. The order of succession of officers shall be: President, President-Elect, Immediate Past President, Secretary-Treasurer and the five (5) Trustees in the order of their seniority on the cabinet. (In the event that the order is simultaneous, they ascend office by virtue of a vote of the Executive Council.) Section 4. PRESIDENT. The President shall be the chief executive officer of the Association and shall exercise supervision over the affairs and the activities of the Association subject, however, to the control and direction of the Executive Council. The President shall, with the advice and consent of the Executive Council, designate such committees, task forces and project teams as the President deems necessary, and appoint the members thereof, but shall report the designation of committees and appointments of their members to the Executive Council at or prior to its next meeting. The President shall be an ex officio member of all committees of the Association. The President shall preside at all meetings of the Executive Council and of the President's Cabinet and, in general, shall perform all duties incident to the office of President and such other duties as may be assigned to the President from time to time by the Executive Council. 9

10 Section 5. PRESIDENT-ELECT. The President-Elect's duties are to work in cooperation with the President on matters concerning the Association. In the absence or temporary disability of the President to serve, the President-elect shall assume the duties of the President. Section 6. TRUSTEE(S). The duties of the five (5) Trustees of the Association are to develop and maintain the programs of the Association determined by the Executive Council and delineated in the Long Range Plan. The duties of a Trustee shall be assigned by the President of the Association in consultation with the Executive Council. Duties may include, but are not limited to, legislation, communication, member services, education, public health, planning, convention, finance, and Long Range Plan. Section 7. SECRETARY-TREASURER. The duties of this office are to be the corresponding, recording and financial officer of this Association. The Secretary-Treasurer shall also be responsible for keeping an accurate record of all official proceedings, transactions and acts of the Association; preparing all notices required by the Constitution and Bylaws of the Association; keeping accurate minutes of the official meetings of the President's Cabinet, Executive Council and House of Delegates; supervising the financial affairs of the Association; assuring that an accurate record of the finances of the Association is maintained at the executive office of the Association and submitting an annual audit prepared by a Certified Public Accountant. Section 8. IMMEDIATE PAST PRESIDENT. The Immediate Past President is the officer who shall have most recently served the Association as President. The Immediate Past President shall assume the office upon the installation of the newly elected President. The Immediate Past President's duties shall be to work in cooperation with the President on matters concerning the Association; to chair the Long Range Plan Committee; at the Annual meeting to preside over all meetings of the House of Delegates and participate in the counting of ballots during the election process for Association of officers, the "Optometrist of the Year", the "Young Optometrist of the Year", and "Friends of Optometry" awards. Section 9. DELEGATION BY OFFICERS. Any part of the duties of the officers of this Association may be delegated to employees or members of the Association. ARTICLE XIII NOMINATIONS FOR AND ELECTION OF OFFICERS Section 1. NOMINATING PROCEDURE. Nominations of candidate or candidates for the offices of president (if the person holding the office of President-Elect has resigned or been removed as provided in Sections 1 and 2 of Article XIV) President-Elect, Secretary-Treasurer, and Trustees shall be made by any eight (8) members with voting privileges. Candidates for President-Elect shall have been elected to and have served as a member of the President s Cabinet at some time during the preceding four years. Such nominations shall be made in writing, signed by the aforementioned and filed together with the signed consents of the persons nominated with the Secretary-Treasurer of the Association not less than thirty (30) days 10

11 prior to the date set for the Annual Meeting of the Association. The Secretary-Treasurer of the Association shall include the names of all persons placed in nomination for officers to be elected on the mail ballot for such meeting to be sent to each member with voting privileges not less than twenty (20) days prior to the Annual Meeting. No nominations shall be made from the floor of the Meeting or in any other manner than as provided in this Article XIII. Section 2. ELECTION. Each member of the House of Delegates shall have one (1) vote. Votes for election of officers at a meeting of the House of Delegates may be cast in person at the meeting or by mail or electronic ballot. In the election of President, President-Elect, Secretary-Treasurer, those persons receiving the highest number of votes for each of the respective offices shall be elected to such office. In the election of the Trustees, those persons receiving the highest number of votes for the vacant Trustee positions shall be elected to office. ARTICLE XIV RESIGNATION AND REMOVAL OF OFFICERS AND OTHER MEMBERS OF THE EXECUTIVE COUNCIL AND FILLING VACANCIES Section 1. RESIGNATION. Any officer or other member of the Executive Council may resign at any time by giving notice to the President or the Secretary-Treasurer of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and the acceptance of the resignation shall not be necessary to make it effective. Section 2. REMOVAL. Any officer or other member of the Executive Council may be removed by action of the Executive Council at any meeting thereof. The notice of a meeting of the Executive Council for removal shall state that such action shall be voted upon at the meeting and the officer or member of the Executive Council whose removal is to be voted upon shall also be furnished notice of such meeting and of the opportunity to appear and be heard at such meeting. Section 3. CHANGE IN OTHER MEMBERS OF THE EXECUTIVE COUNCIL. Any member of the Executive Council who is a President of a Chartered Society shall automatically cease to be a member of the Executive Council upon receipt by the Secretary-Treasurer of certification from that Chartered Society that indicates a new President of that Society has been elected and such new President shall thereupon become a member of the Executive Council. Section 4. FAILURE TO TAKE OFFICE. Should a newly elected officer of the Association fail to serve or assume office within thirty (30) days after that officer's term would normally begin, the Executive Council may declare the office vacant by following the procedure provided in this section for removal of a member of the Executive Council. Section 5. FILLING VACANCIES. Any vacancy occurring among the officers by reason of death, resignation, removal or otherwise may be filled by the Executive Council. The person appointed to fill such vacancy shall serve until the next Annual Meeting of the Association and until a successor is duly elected and qualified. A vacancy in the Executive Council created by a vacancy in the Presidency of a Chartered Society shall be filled by that Chartered Society. 11

12 ARTICLE XV INDEMNIFICATION The Association shall indemnify and hold harmless each person who is now or shall hereafter serve as a member of the Executive Council or officer or employee of the Association, or any subsidiary or division or upon any of its committees or otherwise acting on behalf thereof, from and against any and all claims and liability, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of having theretofore or hereafter so served or acted, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by such person, and the Association shall advance to or reimburse each such person for all legal and other expenses (including the cost of settlement) reasonably incurred in connection with any such claim, liability, suit, action or proceeding; providing, however, that no such person shall be indemnified against, or be reimbursed for, any claims, liabilities, costs or expenses incurred in connection with any claim or liability, or threat or prospect thereof, based upon or arising out of that person's own gross negligence or willful misconduct in the performance of duties. The determination of all questions as to the existence of gross negligence or willful misconduct, and as to the right to indemnify and reimbursement hereunder and the reasonableness of such costs and expenses, may be made and shall be final and conclusive, if made by the Executive Council of the Association acting at a meeting at which a quorum is unaffected by self-interest, notwithstanding that other members of the quorum present, but not voting, may be so affected, or may be made in any other manner permitted by law. The rights accruing to any person under the provisions of this Article shall inure to the benefit of that person's heirs, executors, administrators and legal representative and shall not preclude any other right to which such person may be lawfully entitled, nor shall anything herein contained restrict the right of the Association to indemnify or reimburse such person in any case even though not specifically provided for herein. ARTICLE XVI NOTICES AND WAIVER OF NOTICE Section 1. FORM OF NOTICE. The notice of any meeting or other notice required by the Constitution and Bylaws of the Association shall be in writing, which writing may be transmitted by telegraph, telecopier, or other device that produces visual copy of such notice. Any such notice may also be given by publication printed in an official publication of the Association. Notice may also be addressed to the person to who directed at the address shown on the records of the Association. Section 2. EFFECTIVE DATE OF NOTICE. Any notice given in the manner provided by Section 1 of this Article XVI shall be deemed to be received and effective, in the case of: (a) mailing: three (3) days after deposit in the U.S. Mail with postage prepaid; 12

13 (b) telegraph, telecopy or similar means: on the day transmitted provided such day is a business day (Monday through Friday) and the transmission occurs during business hours, otherwise on the next business day after transmission; or (c) delivery: when delivered. Section 3. WAIVER OF NOTICE. Any notice required to be given under the Constitution and Bylaws or otherwise may be waived: (a) in writing signed by the person or persons entitled to such notice, whether before or after the time required for the giving of such notice; or (b) attendance by the person at a meeting for which notice was to be given, unless the person objects at the meeting to the holding of the meeting because proper notice was not given. ARTICLE XVII AMENDMENTS Amendments to the Constitution and Bylaws or to the Articles of Incorporation of the Association may be made in the manner hereafter provided at any meeting of the House of Delegates called for that purpose. Proposed amendments must be recommended by a Chartered Society, the Executive Council, the President's Cabinet or by a committee appointed for that purpose. Notice of the meeting of the House of Delegates at which the proposed amendments are to be voted upon shall be given to all members of the Association with voting privileges together with a copy of the proposed amendments at least thirty (30) days prior to such meeting. A twothirds (2/3) affirmative vote by the members of the House of Delegates voting at such meeting shall be required for the adoption of the proposed amendments. ARTICLE XVIII SEAL, EXECUTION OF INSTRUMENTS AND FISCAL YEAR Section 1. CORPORATE SEAL. The seal of the Association shall be circular in form and bear the name of the Association, the year of its organization and the words, "Corporate Seal." The seal on any corporate obligation for the payment of money, or on any other instrument, may be a facsimile, engraved, printed or otherwise reproduced, or the word "Seal." Section 2. EXECUTION OF INSTRUMENTS. All Association instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such proper officer or officers or other person or persons as the Executive Council may from time to time designate. Section 3. FISCAL YEAR. The fiscal year of the Association shall be from January 1 to December 31. ARTICLE XIX 13

14 DISSOLUTION The Association may be dissolved by the affirmative vote of not less than three-fourths (3/4) of its members with voting privileges. In case of dissolution, all liabilities of the Association shall first be paid. Thereafter, the remaining assets of the Association shall be distributed to the then members in good standing in the proportion the amount of dues and assessments paid to the Association by each such member bears to the dues and assessments paid by all members. Any member whose membership has been terminated and who at a later date makes application and is elected to membership in the Association, shall be considered as a new member and any equity or right to participate in the distribution of the assets of the Association upon dissolution shall accrue beginning with the date when that person was last elected to membership. As Amended And Restated March 17, Amended October 25, Amended October 3, Amended October 14, Amended November 16, Amended October 30, Amended September 17, 2011 Amended September 20, 2013 Amended September 19, 2014 Amended September 18,