AMERICAN HOTEL & LODGING ASSOCIATION BYLAWS
TABLE OF CONTENTS Page ARTICLE I THE ASSOCIATION, ITS VISION AND MISSION... 1 Section 1. Name... 1 Section 2. Vision... 1 Section 3. Statement of Mission... 1 ARTICLE II THE MEMBERS OF THE ASSOCIATION... 2 Section 1. Members... 2 1.1 Hotels... 2 1.2 Hotel Companies... 2 1.3 Partner State Associations... 2 1.4 Allied Companies... 2 1.5 Honorary Members... 2 1.6 Individual Members... 3 1.7 Academia... 3 Section 2. Voice in the Governance... 3 Section 3. Expulsion and Suspension... 3 Section 4. Circumvention... 3 Section 5. Membership Councils... 3 5.1 Membership Council Enumeration... 3 5.1.1 Brands Council... 3 5.1.2 Owners Council... 4 5.1.3 Management Companies Council... 4 5.1.4 Independent Hotels Council... 4 5.1.5 PSA Council... 4 5.2 Membership Restriction... 4 ARTICLE III PARTNER STATE LODGING ASSOCIATIONS... 5 Section 1. Partnership Agreements... 5 Section 2. Board Approval... 5 Section 3. States Without a Partnership Agreement... 5 ARTICLE IV DUES... 6 Section 1. Member Dues... 6 Section 2. Failure to Pay Dues... 6 -i-
TABLE OF CONTENTS Page ARTICLE V MEETING OF MEMBERS... 7 Section 1. Regular Meeting... 7 Section 2. Special Meetings... 7 Section 3. Notice of Meetings... 7 Section 4. Quorum... 7 Section 5. Voting Rights of Association Members... 7 Section 6. Proxies... 7 Section 7. Electronic or Mail Voting... 7 ARTICLE VI BOARD OF DIRECTORS... 9 Section 1. Members of the Board... 9 Section 2. Selection... 9 Section 3. Alternates... 10 Section 4. Board Votes... 10 Section 5. Term... 10 Section 6. Powers of the Board of Directors... 10 Section 7. Quorum... 10 Section 8. Meetings... 10 Section 9. Special Meetings and Referendum... 10 Section 10. Notice of Meetings... 10 Section 11. The Executive Committee:... 11 11.1 Composition... 11 11.2 Role of the Executive Committee... 11 11.3 Meetings... 11 Section 12. The Nominating Committee.... 11 12.1 Members... 11 12.2 Chairman of the Nominating Committee... 12 Section 13. The Advocacy Steering Committee... 12 ARTICLE VII OFFICERS... 13 Section 1. Number, Qualification, and Terms of Officers... 13 1.1 Elected Officers.... 13 1.2 Term... 13 -ii-
TABLE OF CONTENTS Page 1.3 Succession... 13 1.4 Removal... 13 1.5 President... 13 Section 2. Duties of Officers... 13 2.1 Chair of the Association... 13 2.2 President... 13 2.3 Vice Chair of the Association... 14 2.4 Secretary/Treasurer... 14 Section 3. Bonds... 14 Section 4. Vacancies... 14 Section 5. Expenditures... 14 Section 6. Expenses... 15 ARTICLE VIII AUDIT COMMITTEE... 16 ARTICLE IX REPRESENTATION OF ASSOCIATION... 17 ARTICLE X WAIVER OF NOTICE... 18 ARTICLE XI FISCAL YEAR... 19 ARTICLE XII DIRECTORS' AND OFFICERS' RIGHTS TO INDEMNIFICATION... 20 ARTICLE XIII AMENDMENTS... 21 ARTICLE XIV EFFECTIVE DATE... 22 -iii-
ARTICLE I THE ASSOCIATION, ITS VISION AND MISSION Section 1. Section 2. Section 3. Name: The Association shall be known as the American Hotel & Lodging Association (the Association ). Vision: The vision of the Association is to be the voice of the U.S. lodging industry, its primary advocate and indispensable resource. Statement of Mission: To serve the lodging industry by providing representation at the national level in governmental affairs, education, research, communications, diversity and value-added services.
ARTICLE II THE MEMBERS OF THE ASSOCIATION Section 1. Members: The following are eligible to become members: 1.1 Hotels: Hotels include hotels, inns, motels, motor inns, motor courts, motor lodges, resorts, corporate lodging, timeshare properties and other similar establishments, as well as condominiums which furnish hotel type services and rent all or part of their sleeping facilities to the traveling public. Subject to terms and conditions established from time to time by the Board or the Executive Committee, Hotels may become members of the Association directly, or by action of Hotel Companies that own, operate, manage and/or brand them, or through Partner State Associations. 1.2 Hotel Companies: Hotel Companies include entities that own, operate or manage hotels, as well as those entities that own and/or market hotel brands including those entities that grant franchises for hotel brands. Subject to terms and conditions established from time to time by the Board or the Executive Committee, Hotel Companies may become members of the Association in addition to the membership of any hotels which they own, operate, manage and/or brand. 1.3 Partner State Associations: Partner State Associations are associations of hotels and/or hotel companies as more fully defined in Article III of these Bylaws. 1.4 Allied Companies: Subject to terms and conditions established from time to time by the Board or the Executive Committee, Allied Companies may become members of the Association. Allied Companies means any person, firm, corporation, association or tax organization servicing (but not operating) hotels or hotel companies. 1.5 Honorary Members: Any individual who has rendered distinguished services to this Association or to the hotel business may be elected as an Honorary Member upon a recommendation by a majority of the Board of Directors present at a meeting of such Board and thereafter elected by the affirmative vote of a majority of votes cast by members, in person or by proxy, at any meeting of the members. - 2 -
1.6 Individual Members: Subject to terms and conditions established from time to time by the Board or Executive Committee, any individual who is, has been, or intends to be employed or interested in the hotel business or who is associated with any institution of learning offering courses of instruction relating to the hotel business may apply for individual membership in the Association including, without limitation, students, retired hoteliers, members of the Association s Under 30 groups, and members of the Association s Women In Lodging group. 1.7 Academia: Subject to the terms and conditions established from time to time by the Board or Executive Committee, educational institutions which offer courses of study with respect to the hotel and/or hospitality industry may become members, and, through that membership, faculty at such institutions may become members. Section 2. Section 3. Section 4. Section 5. Voice in the Governance: Each member shall have a voice in the governance of the Association by virtue of being entitled to vote at the meetings of the members. Expulsion and Suspension: Any member may be suspended or expelled from the Association for reasons other than the non-payment of dues by the affirmative vote of two-thirds of the whole membership of the Board of Directors if there is good cause to do so, and provided that the accused member shall have been given a copy of the charges and at least fifteen days opportunity to answer them in writing prior to such suspension or expulsion. An appeal may be taken at the next meeting of members by any member expelled from this Association, and a majority of the votes cast by members present and entitled to vote at such meeting of members shall be required to sustain such expulsion. Circumvention: All members of the Association are bound by these Bylaws. It is a violation of these Bylaws for any member of this Association to circumvent these Bylaws, by any means, including by the creation or operation, or the assistance in the creation or operation, of another entity or corporation sharing, to any significant degree, common direction or control with a member provided that nothing in these Bylaws shall be construed to prohibit a Partner State Association from sharing direction and control of their Associations with their members who also might be members of this Association. Membership Councils: Membership Councils shall be established within the Association as hereinafter described. 5.1 Membership Council Enumeration: 5.1.1. Brands Council: Council comprised of those Hotel Companies that own and/or market brands including those that grant franchises for hotel brands and the individual properties branded by such Hotel Companies. - 3 -
5.1.2 Owners Council: Council comprised of those Hotel Companies that own hotels. 5.1.3 Management Companies Council: Council comprised of those Hotel Companies that operate or manage hotels. 5.1.4 Independent Hotels Council: Council comprised of Hotels that are not branded. 5.1.5 PSA Council: Council comprised of the Partner State Associations. 5.2 Membership Restriction: All Hotel Company members must be a member of at least one Membership Council, and no Hotel Company member shall be a member of more than one Membership Council. To the extent that Hotel Company member falls by definition into more than one Member Council, it must choose which Membership Council it wishes to join, such choice being irrevocable for a period of two years or such longer term as the Board or the Executive Committee might establish. - 4 -
ARTICLE III PARTNER STATE LODGING ASSOCIATIONS Section 1. Section 2. Section 3. Partnership Agreements: The Association shall offer to renegotiate partnership agreements with each state lodging association (including the District of Columbia and the Hotel Association of New York City, Inc.) that was a Partner State Association of this Association in good standing as of the date of the adoption of this Bylaw, such negotiations to be conducted with both the Partner State Association and the International Society of Hotel Association Executives. The Association may also enter into partnership agreements with state lodging associations which were not, as of the date of the adoption of this Bylaw, Partner State Associations provided that any such agreements shall contain the same terms as the then current terms of the partnership agreements negotiated with state lodging associations which were Partner State Associations as of the date of the adoption of this Bylaw. Board Approval: Absent a two-thirds affirmative vote by the members of the Board, present and entitled to vote at any Board Meeting, or of the members of the Association, present and entitled to vote by proxy or in person at any meeting of the members, the Association shall partner with only one lodging association in each state (with the exception of New York, where it may partner with the New York State Hospitality and Tourism Association, Inc. as well as the Hotel Association of New York City, Inc.) States Without a Partnership Agreement: Should the Association be unable to form a partnership with a state lodging association, or should no state lodging association exist in a state, then the Association may form a state lodging association for such state as a stand alone entity or in conjunction with any lodging association in such state. - 5 -
ARTICLE IV DUES Section 1. Section 2. Member Dues: The Board of Directors shall have full power, by a two-thirds vote, to establish from time to time the amount of dues and the dates and method of payment of dues in the United States, provided that at least ninety (90) days written notice of any proposed dues increase shall be given to such Directors before a vote is taken on such proposal. No dues increase may impact the budget year in which it is adopted by the Board. Failure to Pay Dues: If a member fails to pay its dues within thirty (30) days of the date of a dues invoice, then the President of the Association may terminate the membership of such member. Partnership Agreements with a State Lodging Association may be terminated by the President of the Association if a Partner State Lodging Association is delinquent for more than ninety (90) days in remitting to this Association dues collected for this Association and has been provided reasonable notice and an opportunity to cure the defect. - 6 -
ARTICLE V MEETING OF MEMBERS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Regular Meeting: The Association will have at least one (1) meeting of members each calendar year to consider, when necessary, the election of officers and any proposed amendments to the Bylaws and to conduct whatever other business might then be necessary and proper. This meeting shall be held in conjunction with the Fall Conference of the Association, unless otherwise called. Special Meetings: Upon written request of a number of the Association members sufficient to form a quorum or a number of the members of the Board of Directors sufficient to form a quorum, or upon the decision of the Chair of the Association communicated in writing to the Board, the Chair shall call a special meeting of members of the Association for the specific purpose or purposes designated in such written request. Notice of Meetings: Notice of the time and place of the Annual Meeting and special meetings of members shall be given to each member in good standing, by mail, express mail, fax, electronic mail, express courier or overnight courier not less than four (4) weeks prior to the date of such meeting. Any notice of a special meeting shall specify the purpose or purposes for which the meeting is called. Quorum: At the Annual Meeting or any special meeting of members, a quorum shall consist of the lesser of (i) one hundred (100) members in good standing (in person or by proxy) or (ii) one tenth of the members in good standing. A majority of the votes cast by the members present, in person or by proxy, at any meeting at which a quorum is present shall be necessary and sufficient for the transaction of any business. If at any meeting or adjourned meeting a quorum is lacking, the members present and entitled to vote may adjourn the meeting to a day not more than fifteen (15) days later. Voting Rights of Association Members: Each member shall be entitled to one (1) vote. Proxies: Members may vote by proxy, given to another member or to the Association. Any member, as well as the Association itself, is entitled to solicit proxies. Each proxy must be signed by hand or by electronic signature. Proxies are invalid unless they are granted for a specific meeting within four (4) weeks of such meeting. Electronic or Mail Voting: To the extent permitted by law, a vote of the members on specific issues may occur through mail, express mail, fax, electronic - 7 -
mail, express courier or overnight courier upon direction of the Chair of the Association, the Executive Committee, or the Board. - 8 -
ARTICLE VI BOARD OF DIRECTORS Section 1. Members of the Board: The Members of the Board of Directors shall consist of: 1.1 Up to fifty (50) members chosen from cumulative membership of the Brands, Owners and Management Companies Councils by those Councils acting in consultation each with the others and with the President of the Association, and with any dispute which might be unresolved being decided by the Nominating Committee. 1.2 Ten (10) Partner State Associations chosen by the ISHAE. 1.2.2 Four (4) representatives shall be Partner State Hotel Association Property Representatives who are appointed on a rotational basis, one from each of four categories based on total rooms within each Partner State Hotel Association's membership. ISHAE shall set these rooms categories, but at least one of the rooms categories must be for states that each exceed 100,000 in rooms in Partner State Hotel Association membership. Only hotels with over 50 rooms will be counted in making these determinations. *This provision 1.2.2 will remain in effect until January 1, 2018 and will then be deleted. 1.3 Up to five (5) independent hotels chosen by the Independent Hotels Council. 1.4 Up to five (5) Allied members chosen by the President of the Association in consultation with the Chair of the Association. 1.5 Up to five (5) at large members chosen from the Association s Membership by the President of the Association in consultation with the Chair of the Association. Section 2. Selection: Unless otherwise specified in these Bylaws, each Board member shall be selected by the Membership Council to which he or she belongs. The method of selection will be based on an equal rotation of members within designated categories of dues paid by each Membership Council, or a variation of this approach if approved by a majority of the members of each Membership Council provided that all members of the Executive Committee must be members of the Board. The individuals appointed by the Brands Council, the Owners Council and the Management Companies Council shall be the Chief Executive Officer (or - 9 -
the equivalent) or a C-Level executive such as a Chief Operating Officer or the President of the respective Hotel Companies (or the equivalent). The individuals appointed by the Independent Hotels Councils shall be the owners of their respective Independent Hotels or the individual in charge of whatever entity might own such hotel, or the General Manager of such hotel. The individuals chosen by the PSA Council who are Partner State Hotel Association Executives who will serve on the AH&LA Board and Executive Committee shall be members of the International Society of Hotel Association Executives. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Alternates: Each director can identify one individual as an alternate for participation in Board meetings during the director s term provided that, with respect to alternates designated by directors appointed by the Brands, Owners, and Management Companies Councils, such alternates must be the same designate throughout the board term and must be individuals empowered to speak definitively on behalf of the company that employs them, and further provided that such directors themselves must attend at least one specially designated meeting per year. Board Votes: Each Board Member shall have one (1) vote. Term: The term of a director shall be two (2) years, unless otherwise specified in these Bylaws. Powers of the Board of Directors: The Board of Directors shall perform all functions required by law and shall be empowered to perform all functions permissible by law, except as otherwise provided in these Bylaws. Quorum: The quorum for business to be conducted at a Board meeting shall be forty percent (40%) of all Board members. If at any meetings or adjourned meetings a quorum be lacking, the members present and entitled to vote may adjourn the meeting to a day not more than fifteen (15) days later. Meetings: The Board of Directors shall meet two (2) times each year, at the Fall Conference and one other place to be determined. Special Meetings and Referendum: Special meetings of the Board of Directors may be called by the Chair of the Association at any time. To the extent permitted by law, a vote of the Board may occur through mail, express mail, fax, electronic mail, express courier or overnight courier upon the direction of the Chair of the Association. Notice of Meetings: At least (15) fifteen days written notice of all regular and special meetings of the Board of Directors shall be given by mail, express mail, fax, electronic mail, express courier, overnight courier or personally to each member of said Board. - 10 -
Section 11. The Executive Committee: 11.1 Composition. The Executive Committee of the Board will be composed of: 11.1.1 the Officers of the Association; 11.1.2 up to five (5) members of the Brands Council selected by the Council from among its directors, provided that those Officers who are members of the Brands Council will be counted among the five (5); 11.1.3 up to five (5) members of the Owners Council selected by the Council from among its directors, provided that those Officers who are members of the Owners Council will be counted among the five (5); 11.1.4 up to three (3) members of the Management Companies Council selected by the Council from among its directors, provided that those Officers who are members of the Management Companies Council will be counted among the three (3); 11.1.5 three (3) members who are Partner State Hotel Association Executives from among its directors; * 11.1.6 one (1) member of the Independent Hotels Council selected by the Council from among its directors; *The amendment to Section 11.1.5 is effective January 1, 2018. 11.2 Role of the Executive Committee. The Executive Committee shall conduct the necessary business of the Association between meetings of the Board of Directors including regular financial oversight of all the Association s entities, and is authorized to exercise all powers of the Board of Directors except for those which by law cannot be delegated. The Executive Committee is empowered to establish, and exercise control over, and compliance with, the budget of the Association. 11.3 Meetings. There shall be no less than four (4) meetings of the Executive Committee per year, at least two (2) of which may be by conference call. Section 12. The Nominating Committee: The Nominating Committee shall be a standing committee of the Board, empowered to nominate individuals to serve as officers of the Association and to review all nominations and appointments of directors to ensure that they conform to these Bylaws and are in the best interest of the Association and to consider amendments to the Bylaws as might be necessary. 12.1 Members. The Nominating Committee will be composed of: - 11 -
12.1.1 the Chair and Vice Chair of the Association; 12.1.2 one (1) member of the Brands Council; 12.1.3 one (1) member of the Owners Council; 12.1.4 one (1) member of Management Companies Council; 12.1.5 one (1) member of the Independent Hotels Council; 12.1.6 one (1) member of the PSA Council; 12.1.7 one (1) at large member chosen by the Chair of the Association; 12.1.8 the President and the Secretary/Treasurer of the Association, ex officio. 12.2 Chair of the Nominating Committee. The Nominating Committee shall elect its Chair from its membership. Section 13. The Advocacy Steering Committee: There shall be established within the Association a Committee named the Advocacy Steering Committee. It shall be a standing committee of the Association tasked with advising the Association on major public policy, and national governmental, regulatory and press relation issues, and with ensuring engagement of, and encouraging consensus among, major stake holders in the Association. Any member of the Association that meets criteria to be established by the Executive Committee including contributing an amount to the Association set yearly by the Executive Committee will be invited to join the Committee and shall remain a member of the Committee as long as the member s contribution is equal to or more than said amount and the member continues to meet whatever other criteria are established by the Executive Committee. The Committee shall meet monthly in person or by telephone, until such time as the Committee determines otherwise. - 12 -
ARTICLE VII OFFICERS Section 1. Number, Qualification, and Terms of Officers. 1.1 Officers: The elected Officers of this Association shall consist of the Chair of the Association, the Vice Chair of the Association and the Secretary/Treasurer of the Association. Additionally, the President of the Association, the Immediate Past Chair of the Association and the Chair of the Board of Trustees shall be Officers. 1.2 Term: The elected officers shall serve for a term of one (1) year.* 1.3 Succession: The Vice Chair shall succeed to the office of Chair and the Secretary/ Treasurer shall succeed to the office of the Vice Chair. 1.4 Removal: Any elected officer may be removed for cause at any meeting of members called for that purpose. 1.5 President: The President shall be appointed by the Board of Directors and shall be the only paid officer of the Association provided that he/she may, with the consent of the Elected Officers, confer the title Vice- President or the like upon employees of the Association. * Section 1.2 will go into effect on January 1, 2019 Section 2. Duties of Officers. 2.1 Chair of the Association: The Chair shall preside at all meetings of the Board of Directors and the members, and he/she shall exercise such powers as shall be assigned to him/her from time to time by the Board of Directors or conferred upon him/her by these Bylaws. Except as otherwise provided by agreements entered into by this Association, and by and with the advice and consent of the Board of Directors, the Chair shall appoint or ratify all committees not otherwise designated by these Bylaws and shall be a voting member ex-officio of all committees. The Chair shall also appoint or ratify the Chair of each committee unless otherwise provided by these Bylaws. The Chair shall appoint persons to represent this Association on the boards of other associations as is necessary and proper. 2.2 President: The President shall be appointed and may be removed and his/her duties and compensation fixed within the budget, by the Board of - 13 -
Directors, unless otherwise provided by contract. The President shall be the Chief Executive Officer ( CEO ) of the Association and its subsidiaries and he/she will be the spokesperson for the Association. He/she shall direct and administer the activities of the Association in accordance with the plans and policies fixed by the Board of Directors, and the elected officers, and for that purpose he/she shall have complete control of the offices of the Association, its subsidiaries, the working departments, and personnel thereof. The President shall attend and make a report of his/her activities at each meeting of the Board of Directors, the Officers, and the members. 2.3 Vice Chair of the Association: In the absence of the Chair or in the event of his/her inability to act or a vacancy in that office, the Vice Chair shall exercise and assume all the powers and duties of the Chair and shall preside at the meetings of the Board of Directors and the Members. 2.4 Secretary/Treasurer: The Secretary/Treasurer shall be responsible for oversight of the financial matters of the Association, overseeing the proper maintenance of the financial records of the Association, and for preparing and presenting financial reports to the board, the officers and the shareholders. The Secretary/Treasurer shall also be responsible for overseeing the maintenance of the corporate records of the Association and the preparation of minutes of meetings of the Association, its Board, and its committees. Section 3. Section 4. Section 5. Bonds: All officers and employees handling funds or securities of the Association shall be bonded in such amount and manner as the Board of Directors may determine. Vacancies: In the event of death, resignation, removal or inability to act on the part of any elected officer during his/her term or if such Elected Officer shall leave the hotel business for a period of ninety consecutive days (which shall cause his/her office to become vacant), then the following line of succession will govern the filling of such vacancy for the unexpired term of office provided that the remaining officers are then active members of one of the member associations. If the Chair s office becomes vacant, the Vice Chair shall automatically succeed to that office for the unexpired term thereof. In the event of a vacancy of the Office of Vice Chair or Secretary/Treasurer for any reason whatsoever, a Vice Chair or Secretary/Treasurer, as the case might be, will be appointed by the Executive Committee until such time as the Members may next meet for the Election of Officers, at which point the Members may chose a new Vice Chair or Secretary/Treasurer, as the case might be. Expenditures: No Officer of the Association shall have the power to expend any money on behalf of the Association, except in accordance with the approved budget for the year, unless first authorized by the Board of Directors. - 14 -
Section 6. Expenses: Housing, transportation, and other necessary travel expenses of the Officers shall be paid by the Association up to the amount set forth in the total budget approved by the Board of Directors and in accordance with the Association s travel and business expenses policy. - 15 -
ARTICLE VIII AUDIT COMMITTEE There shall be an Audit Committee which shall be a Committee of the Board, consisting of such Board members and any other persons, nominated by the Nominating Committee and appointed by the Board. The Audit Committee shall maintain a continuing review of the internal controls and audit affairs of the Association, appoint, dismiss, set the compensation of and oversee the Association s independent auditor, assist the Board in its oversight and assessment of the adequacy and integrity of the Association s accounting system, audit reports and audit processes, review the internal financial controls of the Association including Board of Directors conflict of interest policies and make recommendations to the Board or the Executive Committee regarding internal controls and audit matters. The Audit Committee shall meet in person at least twice yearly. - 16 -
ARTICLE IX REPRESENTATION OF ASSOCIATION No committee or individual member thereof or member shall represent the Association in advocacy or in opposition to any movement, project, legislation or other matter, without specific authorization from the Board of Directors, nor expend any money on behalf of the Association without specific authorization from the Board of Directors, unless such expenditure has been specifically included in the approved budget for the year. - 17 -
ARTICLE X WAIVER OF NOTICE Whenever any notice whatsoever is required to be given by these Bylaws or the Certificate of Incorporation or law, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the meeting or other matter or event in respect of which such notice is to be given, shall be deemed equivalent thereto. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. - 18 -
ARTICLE XI FISCAL YEAR The fiscal year of the Association shall commence on the first day of each calendar year and end upon the last day thereof. - 19 -
ARTICLE XII DIRECTORS' AND OFFICERS' RIGHTS TO INDEMNIFICATION Any person made or threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil or criminal, administrative or investigative, by reason of the fact that he/she is or was a Director or Officer of the Association shall, to the extent payment is provided by the applicable insurance policy then in effect for the Association, be indemnified against judgments, fines, or amounts paid in settlement, and reasonable expenses, including attorneys fees, incurred by, or imposed upon, him/her in connection with or resulting from such threatened or actual action or proceeding or any appeal therefrom; provided always, that no Director or Officer may be indemnified against the foregoing judgments, fines, or amounts paid in settlement and reasonable expenses, including attorneys fees, pursuant to the provisions of this Article X prior to the final determination of any such claim or claims and payment thereof by the insurance company pursuant to said applicable insurance policy then in effect. The foregoing right of indemnification shall not be exclusive of other rights of indemnification to which such Director or Officer may be entitled as a matter of law. The term Association as used herein shall also mean a Corporation. The term Corporation as used herein shall also have the meaning ascribed to it by the applicable provisions of the General Corporation Law of the State of Delaware as the same may from time to time be in effect. - 20 -
ARTICLE XIII AMENDMENTS These Bylaws may be amended at any meeting of members provided that the proposed amendment shall be set forth in full in the notice of the meeting and shall be approved at such meeting by two-thirds of the votes of the members present and entitled to vote. Further, these Bylaws may be amended at any meeting of the Board of Directors of the Association provided that the Board members receive notice of any proposed amendments at least five (5) business days prior to the meeting and provided that at such Board meeting the proposed amendments are approved by two-thirds of the votes of the Board members present and entitled to vote. Any such amendments made by the Board will be included in the notice of the next meeting of Members. Whenever one-tenth or more of the voting members submit a request in writing to the Association for an amendment of the Bylaws, a copy of the proposed amendment shall be included in the notice of the next Meeting of Members. - 21 -
ARTICLE XIV EFFECTIVE DATE These are the Bylaws which are in effect as of January 1, 2005, as amended November 13, 2005, November 9, 2008, November 8, 2009, November 13, 2011, and as further amended on June 19, 2013 and November 10, 2013 to be effective January 1, 2014 unless otherwise specified. - 22 -