1. The Association was incorporated on April 24, 2013, under articles of incorporation filed with the Virginia State Corporation Commission. The Association is constituted as a Non-stock Corporation under the Code of Virginia (1950, as amended).
2. The Corporation is organized exclusively to promote the social welfare of veterans of the U.S. Armed Forces who fly, flew or maintained the EA-6B Prowler aircraft during times of war and to preserve the history of the EA-6B Prowler community. The Corporation will do so by facilitating and maintaining contact among its members; by being a repository and guardian of the Prowler legacy; by contributing to selected philanthropic organizations that support our mission of promoting the social welfare of war veterans who flew the EA-6B Prowler; and to sponsor and participate in reunions and other social events for EA-6B war veterans.
3. As an adjunct to disseminating authoritative information regarding the history and accomplishments of the Prowler aircraft, the squadrons that operated them, and the individuals who flew and maintained them, the Association will maintain an historical archive, participate in memorial and other services as appropriate, and assist the many carrier and land museums regarding the display of Prowler aircraft.
4. In addition to being composed of individual members, the Association encourages formation of squadrons/chapters in areas where there are sufficient numbers of members to enable the viability of such groups. These squadrons will have two functions: first, to enable more frequent meetings of members of the corporation at the local level to support naval aviation and inform the general public about the magnificent job done by the men and women formerly associated with the venerable Prowler aircraft; secondly, to reminisce and share in the camaraderie and excitement of once having been the very backbone of naval electronic attack for more than four decades.
5. The Association will host a national reunion every other year to enable former members of the Prowler community to renew old friendships and to provide support to veterans of the Prowler community who have served in war. The function will be held at a location determined by the Board of Directors with inputs from the membership-at-large, alternating between the east and west coasts. Additionally, the Association, or its squadrons, may hold other social functions at various locations as the situation arises and at the behest of the membership.
l. Registered and Principal Offices. The initial registered office of the Corporation shall be 5000 Monument Ave, Henrico, Virginia 23230; and the name of the registered agent at this address is James M. Wilson. The mailing address of the initial principal office of the Corporation shall be the same. The registered office need not be identical with the principal office of the Corporation and may be changed at any time by the Board of Directors.
2. Other Offices. The Corporation may also have offices at such other places both within and without the Commonwealth of Virginia as the Board of Directors may from time to time determine or the business of the Corporation may require.
1. Membership in the Association is open to all current and former officers or enlisted persons who, at any time, served a tour of duty in a Navy or Marine Corps Prowler squadron during a time of war. There is also an Associate Membership, which can be conveyed to otherwise ineligible persons who are sponsored by a member and are accepted by the Board of Directors. Examples of this are persons who served in a tour of duty in a Navy or Marine Corps Prowler squadron other than during a time of war as determined by the United States Internal Revenue Service or who served in a capacity of providing direct support to a squadron (e. g., civilians providing contractor services at home base or aboard ship while the squadron was deployed); spouses and dependents of Members and Auxiliary Members, persons from industry or government offices whose jobs benefited the Prowler community. The Auxiliary class of membership enjoys all membership benefits except for voting privileges.
2. Once enrolled as a member or an auxiliary member, members are expected to promptly pay their annual dues to the Treasurer of the Association when renewal is due. Three months prior to each individual's renewal deadline, the Association will make a good faith effort by e-mail to notify members that their membership is coming up for renewal.
3. All members in good standing are eligible to vote and hold office and will automatically be issued electronic keys (passwords or PINs, as necessary) to access the "Members Only" section of the Association web site. Members not having a computer and access to the Internet will not be eligible to hold office or committee assignments in the Association because Association business is conducted almost entirely online.
4. Those members of the Association whose dues are in arrears will be transferred automatically to inactive status one month after becoming delinquent. Those members in inactive status will not be given continued access to the "Members Only" section of the Association web site until clearing arrears.
Meetings of the Members
l. Annual Meetings. Members of the Corporation shall meet annually at the registered office of the Corporation or at such other place in the United States as may be determined by the Board of Directors, at such time and on such date as the Board of Directors shall determine from time to time, for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.
2. Special Meetings. Special meetings of the members shall be held at the registered office of the Corporation or at such other place in the United States as may be designated in the notice of said meetings, and shall be called by the President or the Secretary when so directed by the Board of Directors or at the request in writing of members representing at least twenty-five percent (25%) of all the votes entitled to be cast on any issue to be considered at the special meeting. Any such request shall state the purposes for which the meeting is to be called.
3. Notice of Meetings. The Corporation shall notify members of the date, time, and place of each annual and special members' meeting no fewer than ten nor more than 60 days before the meeting date. Unless the Virginia Nonstock Corporation Act ("Code") or the Articles of Incorporation require otherwise, the Corporation is required to give notice only to members entitled to vote at the meeting. Unless the Code or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. If not otherwise fixed pursuant to Code Section 13.1-842, as amended, or Article VII, Section 4 of these Bylaws, the record date for determining members entitled to notice of an annual or special members' meeting is the close of business on the day before the first notice is delivered to members. Unless other provisions of these Bylaws require otherwise, if an annual or special members' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed pursuant to Article VII, Section 4 of these Bylaws, however, notice of the adjourned meeting must be given under this Section to persons who are members as of the new record date. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with first class postage thereon prepaid, addressed to the member at his address as it appears on the Corporation's record of members. If sent by facsimile, electronic mail or text message, such notice shall be deemed to be delivered the day such notice is entered into the electronic medium being used to transmit it to the member.
4. Waiver of Notice. A member may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A member's attendance at a meeting (1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. Unless otherwise required by these Bylaws, neither the business transacted nor the purpose of the meeting need be specified in the waiver.
5. Quorum. Members entitled to vote may take action on a matter at a meeting only if a quorum of those members, present in person or represented by proxy, exists with respect to that matter. Unless the Articles of Incorporation, other provisions of these Bylaws or the Code provides otherwise, ten percent (10%) of the votes entitled to be cast on the matter by the members constitutes a quorum for action on that matter; however, unless twenty percent (20%) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. A member shall be counted as present at a meeting for determination of a quorum if that member is connected to the meeting in any manner that allows the member to hear or read what is being said by other members participating in the meeting and the member is able to participate in a manner that is functionally the same as those members physically present at the meeting. When a quorum is once present at a meeting, it is not broken by the subsequent withdrawal of any of those present. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.
6. Voting. If a quorum exists, action on a matter (other than the election of directors) by the members is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a Bylaw adopted by the members pursuant to Code Section 13.1-823, as amended, or the Code requires a greater number of affirmative votes. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. Unless the Articles of Incorporation or these Bylaws provide otherwise, each member is entitled to one vote in person or by proxy on each matter voted on at a members' meeting. A member may vote his shares in person or by proxy. A member may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney in fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months from its date unless a longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the member.
7. Action Without Meeting. Pursuant to Code Section 13.1-841, as amended, any action required or permitted by the Code to be taken at a members' meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting having voting power to cast not less than a majority of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least a majority of the voting power, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. If not otherwise fixed pursuant to Code Section 13.1-844, as amended, or Article VII, Section 4 of these Bylaws, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent. A consent signed pursuant to this Section has the effect of a meeting vote and may be described as such in any document. Written notice of member approval shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to Code Section 13.1-841 shall be effective ten days after such written notice is given.
8. Members' List for Meeting. After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a members' meeting. The list must show the address of and number of votes each member is entitled to vote at the meeting. The members' list shall be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the Corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. a member, his agent, or his attorney is entitled, upon written demand, is entitled to inspect and, subject to the limitations of Code Section 13.1-845, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. The Corporation shall make the list of members available at the meeting, and any member, a member's agent, or member's attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the Corporation refuses to allow a member, his agent, or his attorney to inspect or copy as provided above the members' list before or at the meeting, the superior court of the county where the Corporation's registered office is located, on application of the member, may summarily order the inspection or copying at the Corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. Refusal or failure to prepare or make available the members' list does not affect the validity of action taken at the meeting.
Directors and Committees
l. Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of its Board of Directors, subject to any limitation set forth in the Articles of Incorporation or other provisions of these Bylaws duly approved by the directors.
2. Number and Election. Directors shall be designated a Class A, B, or C Director. The initial directors shall serve terms as follows: the Class A Director shall serve for three years; the Class B director shall serve for two years; and Class C director shall serve for one year. Each year the class director or directors whose terms are expiring shall be replaced by a majority vote of the remaining directors and serve a three year term. Directors may succeed themselves. If at any time there are no directors serving, the registered agent for the Corporation shall appoint one director who shall then fill all remaining vacancies. No individual shall be named or elected as a director without his prior consent. The initial Board shall consist of three (3) persons, one from each Class and the maximum number of members of Board shall not exceed nine (9), three in each class. As the numbers of directors is increased by the Board, no class of directors shall be increased more than 2 Directors greater than any other class of directors.
3. Term. The terms of all directors other than the initial directors shall expire at the end of a three year term at the annual directors' meeting. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Despite the expiration of a director's term, he shall continue to serve until his successor is elected and qualifies.
4. Qualifications. Directors shall be natural persons and shall be Members of the Corporation, but need not be residents of the State of Virginia.
5. Vacancies. Unless the Articles of Incorporation or other provisions of these Bylaws duly approved by the Directors provide otherwise, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors the Board of Directors shall fill the vacancy. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (B) of Code Section 13.1-859, as amended, or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
6. Resignation. A director may resign at any time by delivering written notice to the Board of Directors, its presiding officer or to the President or Secretary of the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
7. Removal of directors by directors. A director elected by the Board may be removed with or without cause by the vote of a majority of the directors then in office. If, at the beginning of a director's term on the Board, the Articles of Incorporation or these Bylaws provide that the director may be removed for missing a specified number of meetings, the Board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
8. Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the Board of Directors. So far as applicable, the provisions of these Bylaws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members as well.
9. Standards of Conduct. A director shall discharge his duties as a director, including his duties as a member of a committee, pursuant to Code Section 13.1-870, as amended.
Meetings and Action of the Board of Directors
l. Meetings of Board and Committees. The Board of Directors shall hold an annual meeting each year. All meetings of the Board shall be presided over by the Chairman. If the Chairman is not available, the President or, if the President is not available, any other officer designated by the Chairman shall preside. By resolution, the Board may establish a date or dates on which regular meetings of the Board or any committee shall be held between annual meetings. A committee of the Board may meet on the dates so established or, if none, on the date set at its previous meeting or when earlier called by its chairman or a majority of its members. Special meetings of the Board may be called at any time by the President or by all or any two Directors.
2. Place of Meetings. Meetings of the Board of Directors or committees of the Board shall be held at any place either within or without the State of Virginia that the Board may from time to time appoint by resolution or, if no resolution is in force, at the principal place of business of the Corporation, or at such other place as shall have been designated in the notice of the meeting.
3. Meetings by Conference Telephone or Similar Equipment. Members of the Board of Directors or any committee designated by such Board may participate in a regular or special meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during the meeting or read simultaneously what each other has said. A director participating in a meeting pursuant to this Section is deemed to be present in person at the meeting.
4. Notice of Meeting. Notice of the date, time, place, or purpose of annual and other regular meetings of the Board of Directors or any committee need not be given. Notice of any special meeting, setting forth the date, time and place of the meeting, shall be given to each director or committee member, as the case may be, by oral, telegraphic or written notice served on each director or committee member personally not less than two (2) days before the meeting, or by written notice deposited in the United States mail, first class postage prepaid, postmarked at least three (3) days prior to the date of the meeting. The notice need not describe the purpose of the special meeting unless otherwise required by the Articles of Incorporation or other provisions in these Bylaws.
5. Waiver of Notice. A director may waive any notice required by the Articles of Incorporation, these Bylaws or the Code before or after the date and time stated in the notice. Except as provided below, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
6. Quorum and Voting. Unless otherwise required by the Articles of Incorporation, Bylaws or the Code, a quorum of the Board of Directors consists of a majority of the fixed number of directors. If a variable range for the size of the Board is established pursuant to Article III, Section 2 of these Bylaws, a quorum shall consist of a majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors unless the Articles of Incorporation, other provisions of these Bylaws or the Code otherwise require the vote of a greater number of directors. If a quorum shall not be present at any meeting of the Board or committee, the members present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
7. Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting, (2) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (3) he delivers written notice of his dissent or abstention by wire, telecopier or other medium of data transmission to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
8. Action Without Meeting. Unless otherwise provided by the Articles of Incorporation or these Bylaws, any action required or permitted by the Code to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if the action is taken by all members of the Board or of any committee thereof. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Such consent shall have the same force and effect as a meeting vote and may be described as such in any document.
l. Designation. The officers of the Corporation may consist of a President, a Chairman of the Board, a Secretary and a Treasurer who shall be elected by the Board of Directors. The Board of Directors may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. The same individual may simultaneously hold more than one office in the Corporation. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
2. Qualifications. Officers shall be natural persons who have attained the age of eighteen (18) years, but need not be residents of the State of Virginia nor members of the Corporation.
3. Compensation. The salaries of all officers of the Corporation shall be fixed by the Board of Directors or a committee or officer appointed by the Board. Salary payments made to an officer of the Corporation that shall be disallowed in whole or in part as a deductible expense by the Corporation for federal income tax purposes shall be reimbursed by such officer to the Corporation to the full extent of the disallowance. It shall be the duty of the Board of Directors to enforce payment of each such amount disallowed.
4. Term of Office. Unless otherwise provided by resolution of the Board of Directors, the principal officers shall be chosen annually by the Board at the first meeting of the Board, or as soon thereafter as is conveniently possible. Subordinate officers may be elected from time to time. Each officer shall serve until expiration of the term for which he was elected or until his successor shall have been chosen and qualified, or until his death, resignation or removal.
5. Resignation and Removal. An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. The Board of Directors may remove any officer at any time with or without cause.
6. Vacancies. Any vacancy in an office resulting from any cause may be filled by the Board of Directors.
7. Contract Rights. The appointment of an officer does not itself create contract rights. An officer's removal does not affect the officer's contract rights, if any, with the Corporation. An officer's resignation does not affect the Corporation's contract rights, if any, with the officer.
8. Standards of Conduct. An officer with discretionary authority shall discharge his duties under that authority pursuant to Code Section 13.1-870, as amended.
9. Powers and Duties.
(a) President. The President shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors and the executive committee (if any), the President shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities. The President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; and, unless the Board of Directors otherwise determines, he shall, in the absence of the Chairman of the Board or if there be no Chairman of the Board, preside at all meetings of the members and of the Board of Directors.
(b) Chairman of the Board. If elected, the Chairman of the Board shall preside at all meetings of the members and of the Board of Directors; and he shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the Board of Directors.
(c) Vice Presidents. In the absence of the Chairman of the Board (if any), or President, or in the event of their inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the Chairman of the Board (if any), or the President, as the case may be, and when so acting shall have all of the powers of and be subject to all the restrictions upon the Chairman of the Board (if any), or the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
(d) Treasurer. The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Corporation. He shall perform all acts incident to the position of Treasurer subject to the control of the chief executive officer, the chief operating officer, and the Board of Directors; and he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require.
(e) Assistant Treasurers. Each Assistant Treasurer shall have the powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the chief executive officer, the chief operating officer and the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer's absence or inability to act.
(f) Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name of the Corporation affix the seal of the Corporation to all contracts of the Corporation and attest the seal of the Corporation thereto; he shall have charge of such books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any director upon request at the office of the Corporation during business hours; and he shall in general perform all duties incident to the office of Secretary, subject to the control of the chief executive officer, chief operating officer and the Board of Directors.
(g) Assistant Secretaries. Each Assistant Secretary shall have the usual powers and duties pertaining to that office, together with such other powers and duties as may be assigned to him by the chief executive officer, chief operating officer, the Board of Directors or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer's absence or inability to act.
(h) Historian. As one of the primary missions of the Corporation is to maintain the story and history of the Prowler community, the Corporation shall have an Historian who shall maintain the documents, artifacts and history of the community in the possession of the Corporation and shall provide information to the public regarding the impact and missions of the Prowler and the history of the community.
10. Voting Securities of the Corporation. Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend and to act and vote at any meetings of security holders of corporations in which the Corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation might have possessed and exercised if it had been present. The Board of Directors by resolution from time to time may confer like powers upon any other officer or person.
l. Restrictions on Loans. No loans shall be contracted on behalf of the Corporation and no indebtedness shall be issued or incurred in its name unless authorized by a resolution of the Board of Directors. Such resolution may grant general authority or may be confined to specific instances.
1. Definitions. The terms "director", "expenses", "liability", "party", "proceeding" shall have the meanings found in Code Section 13.1-875, as amended.
2. Authority to Indemnify.
(a) Except as provided in subsections (d) and (e) of this Section 2, the Corporation shall indemnify or obligate itself to indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to any employee benefit plan for a purpose he believed in good faith to be in the interests of the participants and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a) of this Section 2.
(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct set forth in subsection (a) of this Section 2.
(d) The Corporation may not indemnify a director under Section 2:
(i) In connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or
(ii) In connection with any other proceeding in which he was adjudged liable on the basis that personal benefit was improperly received by him.
(e) Indemnification permitted under this Section 2 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.
3. Mandatory Indemnification. To the extent that a director has been successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, or in defense of any claim, issue, or matter therein, because he is or was a director of the Corporation, the Corporation shall indemnify the director against reasonable expenses incurred by him in connection therewith.
4. Advance for Expenses.
(a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(i) The director furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in subsection (a) of Section 2; and
(ii) The director furnishes the Corporation a written undertaking executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification under this part.
(b) The undertaking required by paragraph (2) of subsection (a) of this Section 4 must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
5. Court Ordered Indemnification and Advances for Expenses . A director of the Corporation who is a party to a proceeding may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification or advances for expenses if it determines:
(1) The director is entitled to mandatory indemnification under Section 3 of these Bylaws, in which case the court shall also order the Corporation to pay the director's reasonable expenses incurred to obtain court ordered indemnification;
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct set forth in subsection (a) of Section 2 or was adjudged liable as described in subsection (d) of Section 2 but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred unless the Articles of Incorporation or other provisions of these Bylaws, a contract, or a resolution approved or ratified by the members provides otherwise; or
(3) In the case of advances for expenses, the director is entitled, pursuant to the Articles of Incorporation, these Bylaws, or any applicable resolution or agreement, to payment or reimbursement of his reasonable expenses incurred as a party to a proceeding in advance of final disposition of the proceeding.
6. Determination and Authorization of Indemnification.
(a) The Corporation may not indemnify a director under Section 2 unless authorized thereunder and a determination has been made in the specific case that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in subsection (a) of Section 2.
(b) The determination shall be made, in descending priority:
(1) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under paragraph (1) of this subsection, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;
(3) By special legal counsel:
(A) Selected by the Board of Directors or its committee in the manner prescribed in paragraph (1) or (2) of this subsection; or
(B) If a quorum of the Board of Directors cannot be obtained under paragraph (1) of this subsection and a committee cannot be designated under paragraph (2) of this subsection, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or
(4) By the members.
(c) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (3) of subsection (b) of this Section 6 to select counsel.
7. Indemnification of Officers, Employees and Agents.
(1) An officer of the Corporation who is not a director is entitled to indemnification and advancement of expenses to the same extent, and subject to the same conditions, as a director of the Corporation is entitled to and subject to under Section 2, Section 3, Section 4 and Section 6 of these Bylaws.
(2) An employee or agent of the Corporation who is not a director or officer is entitled to indemnification and advancement of expenses to the same extent, and subject to the same conditions, as a director of the Corporation is entitled to and subject to under Section 2, Section 3, Section 4, Section 5 and Section 6 of these Bylaws.
8. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify him against the same liability under Section 2 or Section 3.
(a) The provision for indemnification of or advance for expenses to directors contained in the Articles of Incorporation, these Bylaws, a resolution of the Corporation's members or Board of Directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with the Code. If the Articles of Incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the Articles of Incorporation.
(b) This Article VIII does not limit the Corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding.
10. Nonseverability. In the event that any of the provisions of this Article VIII (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.
11. Amendment to Code. If the Code hereafter is amended to authorize broader indemnification of directors, officers, agents and employees, then the indemnification of such directors, officers, agents and employees of the Corporation shall be expanded to the fullest extent permitted by the amended Code.
1. Distributions. The Board of Directors may authorize and the Corporation may make distributions only to (i) organizations (whether or not incorporated) that are organized an operated for the same or similar purposes as the distributing Corporation; (ii) organizations (whether or not incorporated) that are organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international sports competition, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private member or individual; (iii) a state or possession of the United States, or any political subdivision of any of the foregoing, or the United States or the District of Columbia; or (iv) upon dissolution of the Corporation in accordance of Article 13 of the Code.
2. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
3. Seal. The corporate seal shall have inscribed thereon the name of the Corporation and the words "Corporate Seal". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. In the event it is inconvenient to use such a seal at any time, the signature of the President of the Corporation followed by the word "Seal" enclosed in parentheses, shall be deemed the seal of the Corporation.
4. Annual Statements. No later than three (3) months after the end of the fiscal year, the Corporation shall prepare:
(a) A balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its immediately preceding fiscal year, and
(b) A profit and loss statement showing the results of its operations during the preceding fiscal year.
Upon written request, the Corporation shall promptly mail to any member of record a copy of the most recent such balance sheet and profit and loss statement.
Amendment of Bylaws
These Bylaws may be amended by a majority vote of the Board of Directors of the Corporation or by a majority vote of the members, provided that the members may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.
Adopted this 20th day of June, 2013.