Governance

Bylaws

Alumnae Association of Mount Holyoke College  

Bylaws

Article I

INTRODUCTION

Section 1. Name. The name of this corporation shall be the Alumnae Association of Mount Holyoke College (hereinafter referred to as the Association).

 

Section 2. Purpose. As an independent organization, the Alumnae Association of Mount Holyoke College contributes to the long-term success of the College by cultivating, strengthening, and enhancing the connections of alumnae with each other and with the College.

Section 4. Guiding Principles. In accomplishing its Mission and Goals, the Association will continue to pursue the highest standards of excellence in all facets of its management and work, will commit the necessary resources to carry out its strategic objectives, and will continue to be guided by the principles of inclusiveness, flexibility and financial prudence.

 

Section 5. Corporate Seal. The corporate seal shall be a disc bearing the name of the corporation and the years of the founding and incorporation of the Association.

 

Section 6. Official Publication. The official publication of the Association shall be the Mount Holyoke Alumnae Quarterly.

Article II

MEMBERSHIP

Section 1. Composition. The membership shall be composed of voting members and honorary members.

1. Voting Members. Voting members shall be all former students who have completed a certificate program or who have completed two transcripted semesters in a degree program,and any other former student who makes written application to the Alumnae Association.

 

2. Honorary Members. Honorary members shall be those persons who have been elected honorary members by the Board of Directors (hereinafter referred to as the Board).

 Section 2. Rights and Privileges.

1.Voting Members. Voting members shall have all rights and privileges of membership which shall include, but not be limited to, the right to vote, hold office and serve on committees.

2. Honorary Members. Honorary members shall have all the rights and privileges of voting members except the right to vote and hold office.

Section 3. Meetings of the Membership.

1. Annual Meeting.

a. Location and Time. The Annual Meeting of the Membership shall be held at Mount Holyoke College at the time designated by the Board.

b. Notice. Notice of the Annual Meeting shall be given in writing by mailing notice to each member at her last known address at least thirty (30) calendar days prior to the date of the Annual Meeting. Publication of the notice of the Annual Meeting in the Quarterly shall constitute the required notice provided that the Quarterly is mailed to the membership at least thirty (30) calendar days prior to the Annual Meeting.

2. Special Meetings.

 a. Convening. Special meetings of the Membership may be called by action of the Board of Directors and shall be called by the Clerk within sixty (60) calendar days of actual receipt of the written request of five (5) voting members.

b. Notice. Notice of special meetings of the Membership shall be given in writing by mailing notice to each member at her last known address at least thirty (30) calendar days prior to the date of the special meeting. No business other than that included in the notice shall be discussed or transacted at a Special Meeting.

3. Quorum. One hundred fifty (150) voting members in person shall constitute a quorum at a meeting of the Membership. No proxies shall be permitted.

Article III

OFFICERS

Section 1. Designation. The officers shall be a President, Vice President, Clerk and Treasurer.

 

Section 2. Selection. The officers shall be elected by the Annual Meeting to serve for terms of three (3) years or until their successors are elected.

1. Rotation. The President shall be elected in one year, the Vice President shall be elected in the following year, and the Clerk and Treasurer shall be elected in the third year.

2. Eligibility. Only voting members shall be eligible to serve as officers and no member shall be eligible to serve consecutive terms in the same office, except when a member is appointed to fill an officer’s unexpired term. Such member shall be eligible for election for a full term to the same office.

 

Section 3. Duties.

1.  President. The President shall be the Chief Executive Officer of the Association and will, subject to the control of the Board, supervise the affairs of the Association; shall serve on the Board of Trustees of Mount Holyoke College, as provided in the Bylaws of the Board of Trustees of Mount Holyoke College; and shall perform such other duties as may be designated by the Board.

2. Vice President. The Vice President shall assume the duties of President in the absence of the President; shall fill the office of President for the unexpired term in the event of a vacancy in that office; and shall perform such other duties as may be designated by the President of the Board. 

3. Treasurer. The Treasurer shall be the officer of the Association responsible for carrying out financial policy; shall be responsible for all funds of the Association; shall chair the Finance Committee; and shall perform such other duties as may be designated by the President or the Board.

4. Clerk. The Clerk shall be the recording officer of the Association; shall keep the minutes of all meetings of the Membership, the Board and the Executive Committee; and shall perform such other duties as may be designated by the

President or the Board.

Section 4. Resignation and Removal.

1. Resignation. The President may resign by written notice to the Board. Any other officer may resign by written notice to the President.

2. Removal. Any officer may be removed from office, for cause, by a two-thirds (2/3) vote of all the members of the Board, provided that the officer shall have an opportunity to be heard at the meeting of the Board at which the motion on removal is made.

 

Section 5. Vacancies. Vacancy in any office, except the office of President, may be filled by the Executive Committee, after consultation with the chair of the Nominating Committee, for the remainder of the unexpired term. In the event of a vacancy in the office of President, the Vice President shall serve for the unexpired term.

Article IV

BOARD OF DIRECTORS

Section 1. Membership.

1. Composition. The Board shall consist of fourteen members, including the Officers of the Association (President, Vice President, Clerk and Treasurer); the chairs of the Alumnae Relations, Classes & Reunion, Clubs, Nominating and the Alumnae Quarterly Committees; the Alumnae Trustee (in the third year of her term as Trustee); a young alumna (within ten years of graduation); and three members at-large with portfolios to be determined by the Board. The Executive Director of the Alumnae Association will serve on the board as nonvoting ex officio members.

2. Elected Members. All members of the Board shall be elected by the Membership. No member shall be eligible to serve more than three (3) consecutive years as an elected director. As near as possible to one-third (1/3) of the elected directors shall be elected each year at the Annual Meeting to serve for a term of three (3) years or until their successors are elected.

3. Appointed Directors. No more than two (2) directors may be appointed by the President to serve as shall be determined by the President, but in no event shall a term of an appointed director run beyond the term of the President appointing her. Further, no member shall be eligible to serve more than three (3) consecutive years as an appointed director.

4. Eligibility. Only voting members shall be eligible to serve as an elected or appointed director or chair of a standing committee.

5. Vacancies. A vacancy in any elected director or officer position, except the presidency of the Board or chair of a standing committee, may be filled by the Executive Committee, after consultation with the chair of the Nominating Committee, for the remainder of the unexpired term.

 

Section 2. Powers. The property and affairs of the Association are the responsibility of the Board, who shall have and may exercise all the powers of the Association, except as otherwise provided by law, by the Charter or by these Bylaws.

Section 3. Meetings.

1. Regular Meetings. There shall be at least two (2) regular meetings of the Board each year.

a. Notice. Notice of regular meetings shall be given in writing by the President at least thirty (30) calendar days prior to the date of the meeting.

b. Convening. The President shall determine the time and location of the regular meetings.

2. Special Meetings. Special meetings of the Board may be called by the President and shall be called by the Clerk at the written request of at least five (5) directors.

a. Notice. Notice of Special Meetings of the Board shall be given at least (7) calendar days prior to the date of the meeting.

b. Agenda. No business other than that included in the notice of the Special Meeting shall be discussed or transacted at the Special Meeting.

3. Attendees. The President, the Executive Committee or the Board may invite to a meeting of the Board of Directors any person whose presence may be helpful in carrying out the business of the meeting.

4. Chair. The President or her designee shall chair any meeting of the Board.

5. Quorum. A majority of directors shall constitute a quorum at any meeting of the Board.

 

Section 4. Meetings by Telephonic or Electronic Communication. Meetings of the Board may be held by conference telephone or similar communication method provided that all directors shall have an opportunity to participate, and directors considered present at the meeting shall be able to hear one another and speak to one another at all times, and provided further that all votes shall be taken by roll call.

Section 5. Action Without a Meeting. Any action which may be taken at any meeting of the Board may be taken without a meeting provided that directors shall submit their votes in writing or electronically, and provided that the record of such action and the result of such vote shall be filed with the minutes of the meetings of the Board. Such written vote shall be treated for all purposes as a vote at a meeting.

Section 6. Resignation and Removal.

1. Resignation, A director or a chair of a standing committee may resign by written notice to the Board. If a director fails to attend two consecutive meetings of the Board, or a chair of a standing committee fails to attend two consecutive meetings of the committee without sending an adequate reason for her absence, it shall be considered that she has resigned. The adequacy of excuses shall be determined by the Board.

2. Removal. A director or chair of a standing committee may be removed from office, for cause, by a two-thirds (2/3) vote of all the members of the Board, provided that the director or chair shall have an opportunity to be heard at the meeting of the Board at which the motion for removal is made.

Article V

EXECUTIVE COMMITTEE

Section 1. Composition. The Executive Committee shall be composed of the President, Vice President, Treasurer, Clerk and two (2) members of the Board appointed by the Board at its meeting immediately prior to the Annual Meeting to serve for a term of one (1) year. The President may, with the approval of the Board, appoint up to one (1) additional member of the Board to serve as a member of the Executive Committee for a term of up to one (1) year, but in no event shall a single term run beyond the end of the fiscal year. The Executive Director shall be a nonvoting ex officio member of the Executive Committee.

Section 2. Responsibilities. The Executive Committee may exercise the powers of the Board between meetings of the Board on all matters requiring immediate action and not otherwise delegated herein, except the power to fill vacancies in its own membership, and shall carry out such other responsibilities as may be designated by the Board.

 

Section 3. Meetings. Meetings of the Executive Committee may be called by the President between meetings of the Board and shall be called by the President at the written request of at least two (2) members of the Executive Committee.

1. Meetings of the Executive Committee shall be held at such time, in such place and by such method as shall be determined by the President.

2. All actions taken by the Executive Committee shall be reported to the next following meeting of, and ratified by, the Board.

3. Notice of meetings shall be sent by the President.

Section 4. Meetings by Telephonic and Electronic Communication. Meetings of the Executive Committee may be held by conference telephone or similar communication method provided that all members of the Executive Committee shall have an opportunity to participate, and all members of the Executive Committee considered present at the meeting shall be able to hear one another and speak to one another at all times, and provided further that all votes shall be taken by roll call.

Section 5. Action Without a Meeting. Any action which may be taken at any meeting of the Executive Committee may be taken without a meeting provided that all members of the Executive Committee shall submit their votes in writing or electronically, and provided further that the record of such action and the result of such vote shall be filed with the minutes of the meetings of

the Executive Committee. Such written vote shall be treated for all purposes as a vote at a meeting.

Section 6. Quorum. A quorum at any meeting of the Executive Committee shall consist of a majority of its committee, but the affirmative vote of a majority of the whole committee shall be necessary to take action.

Article VI

NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee.

1. Chair. The chair shall be elected at the Annual Meeting to serve for a term of three (3) years or until her successor is elected and shall be a member of the Board.

2. Members.

a. Rotation. As near as possible to one-third (1/3) of the members, except the chair, of the Nominating Committee shall be elected each year at the Annual Meeting to serve for a term of three (3) years or until their successors are elected. The number of members of the Nominating Committee shall be determined "Board."

b. Eligibility. Only voting members shall be eligible to serve as chair, and all members shall be eligible to serve as other members of the Nominating Committee; no member of the Nominating Committee, whether chair or other voting member, shall be a member of the same class or club area as any other member of the Nominating Committee; and no member shall be eligible to serve consecutive elected terms as a member of the Nominating Committee, whether as chair or as other member, except that a voting member who has completed all or part of one (1) term as an elected member, other than chair, of the Nominating Committee shall be eligible immediately thereafter to serve as chair of the Nominating committee.

3. Ex Officio Member. The Executive Director shall serve as a nonvoting ex officio member of the Nominating Committee.

4. Responsibilities. The Nominating Committee shall prepare a slate, consult and make recommendations as provided in these Bylaws.

5. Resignation. Any chair or other member of the Nominating Committee may resign by written notice to the President.

6. Removal. The chair or other member of the Nominating Committee may be removed from office, for cause, by a two-thirds (2/3) vote of all the members of the Board, provided that the chair or other member shall have an opportunity to be heard at the meeting of the Board at which the motion for removal is made.

7. Vacancies. Vacancy in the office of chair or other member of the Nominating Committee may be filled by the Executive Committee, after consultation with the chair of the Nominating Committee with regard to a member vacancy, or after consultation with the Nominating Committee with regard to a vacancy in the chair, for the remainder of the unexpired term.

Section 2. Slate. The Nominating Committee shall prepare a slate consisting of one (1) candidate for each position to be filled by election at the Annual Meeting, except for the chair of the Nominating Committee, who shall be slated by the Board. The slate for Nominating Committee member(s) must be endorsed by the Board.  Each candidate shall have been fully informed of the responsibilities and rights of the position and indicated consent to serve if elected.

Section 3. Report. The Nominating Committee shall present its slate to the Membership with the call of the Annual Meeting at which election is to be held and shall give notice of requirements for additional nominations.

 

Section 4. Additional Nominations. Additional nominations may be submitted provided that such nominations shall be by written petition signed by at least fifty (50) voting members, no more than thirty (30) percent of whom shall be from the same class or from the same club area, and such written petition shall be received by the Executive Director at least ten (10) calendar days prior to the Annual Meeting at which election is to be held. Nominations by petition shall include the written consent of the nominee to serve if elected.

Section 5. Election. Election shall be by vote of the Membership at the Annual Meeting by such method as shall be determined by the Board. A plurality shall elect; in the event of a tie, decision shall be by lot.

Article VII

STANDING AND SPECIAL COMMITTEES

Section 1. Standing Committees. There shall be the following standing committees of the Board:  Alumnae Honors Research Committee, Alumnae Quarterly Committee, Alumnae Relations Committee, Classes & Reunion Committee, Clubs Committee, Finance Committee, and Nomination of Alumnae Trustees/Awards Committee.

 

Section 2. Committee Membership.

1. Elected Members. As near as possible to one-third (1/3) of the elected members, including the chair, of standing committees shall be elected each year at the Annual Meeting to serve for a term of three (3) years or until their successors are elected. The number of elected members of each standing committee shall be determined by the Board, except as otherwise provided in these Bylaws. 

2. Appointed Members. Additional committee members may be appointed as determined by the Board.

3. Eligibility. Only voting members shall be eligible to serve as elected members of standing committees.

a. No member shall be eligible to serve consecutive terms as an elected member of the same standing committee, whether as chair or as other member; except that a voting member who has completed one (1) term as an elected member, other than chair, of a standing committee shall be eligible to serve as elected chair of the same standing committee.

b. No member shall be eligible to serve more than three (3) consecutive years as an appointed member of the same standing committee.

4. Ex Officio Members. The President or her designee shall serve as an ex officio member of all standing and special committees except the Nominating Committee, and the Executive Director or her designee shall serve as a nonvoting ex officio member of all standing and special committees.

5. Resignation. A member of a standing committee may resign by written notice to the President. If a committee member fails to attend two (2) consecutive meetings of a committee without providing an adequate reason for her absence, it shall be considered that she has resigned from the committee. The adequacy of excuses shall be determined by the Board.

6. Removal. A member of a standing committee may be removed from office, for cause, by a two-thirds (2/3) vote of all the members of the Board, provided that the member shall have an opportunity to be heard at the meeting of the Board at which the motion for removal is made.

7. Vacancies. Vacancy in an elected member position of a standing committee may be filled by the President, after consultation with the chair of the Nominating Committee, for the remainder of the unexpired term.

Section 3. Meetings.

1. Notice. Notice of meetings shall be given at least seven (7) calendar days prior to the date of the meeting in writing or at least three (3) calendar days prior to the date of the meeting by telegram, letter, facsimile, e-mail, or telephone.

2. Quorum. A majority of the members of a committee, not including ex officio members, attending a duly noticed meeting shall constitute a quorum.

Section 4. Composition and Responsibilities of Standing Committees.

1. Alumnae Honors Research Committee.

a. Composition. The Alumnae Honors Research Committee shall include the chair and five members elected by the Alumnae Association membership. The chair of the Nomination of Alumnae Trustee/Awards Committee shall be a nonvoting ex officio member of the Alumnae Honors Research Committee.

b. Responsibilities. The Alumnae Honors Research Committee shall recommend annually to the Board of Trustees of Mount Holyoke College alumnae for honorary degrees and shall recommend alumnae for other awards and honors as the Trustees of Mount Holyoke College or the Board of Directors may require.

2. Alumnae Quarterly Committee.

a. Composition. The Alumnae Quarterly Committee shall include the chair; four members elected by the Alumnae Association membership; a student representative and a faculty representative, both of whom shall be selected in accordance with procedures adopted by the Board, and who shall serve without vote. The Managing Director of the Quarterly shall be an ex officio member of the Alumnae Quarterly Committee without vote.

b. Responsibilities. The Alumnae Quarterly Committee shall work with the Association staff in planning and creating the major content for each issue, both print and electronic; implement the editorial policies as set by the Board in accordance with the purpose and goals of the Association, and contribute, as appropriate, to the Alumnae Association’s strategic communications program.

3. Alumnae Relations Committee.

a. Composition. The Alumnae Relations Committee shall include the chair and five members elected by the Alumnae Association membership; one student representative.

b. Responsibilities. The Alumnae Relations Committee shall strengthen connections with Mount Holyoke College alumnae by understanding their needs and expectations and assisting the Alumnae Association in meeting those needs.

4. Classes & Reunion Committee

a. Composition.  The Classes and Reunion Committee shall include the chair and six members elected by the Alumnae Association membership. No member of the committee, with the exception of the Chair, shall be a member of the same class as any other member of the committee.

b. Responsibilities.  The Classes and Reunions Committee shall be a resource to encourage, support and coordinate class organization of alumnae and to be responsible for reunions.

5. Clubs Committee

a. Composition.  The Clubs Committee shall include the chair and six members elected by the Alumnae Association membership.  The Committee shall maintain geographic diversity within its members.

b. Responsibilities. The Clubs Committee shall be a resource for alumnae who organize or who wish to organize into a club based upon their geographic location and to encourage, motivate and coordinate with such clubs.

6. Finance Committee.

a. Composition. The Finance Committee shall include the chair and three members elected by the Alumnae Association membership. The Treasurer shall be the chair of the Finance Committee.

b. Responsibilities. The Finance Committee shall recommend financial and accounting policy and an annual budget to the Board; shall be responsible for the supervision of the assets of the Association in accordance with the financial policies set by the Board—including the supervision of the Investment Sub-Committee; shall have authority to act on behalf of the Association with banking institutions; and shall have such other responsibilities as may be designated by the Board.

7. Nomination of Alumnae Trustees/Awards Committee.

a. Composition.  The Nomination of Alumnae Trustee/Awards Committee shall include thechair and five members elected by the Association membership; the President or her designee as an ex officio member with vote and the Executive Director or her designee as an ex officio member without vote. No member of the Nomination of Alumnae Trustee/Awards Committee shall be a member of the same class or from the same club area as any other member of the committee.

b. Responsibilities.

1. Nomination of Alumnae Trustee. The Committee shall nominate one (1) candidate and present her to the membership for election, as set forth in Article IX to serve on the Board of Trustees of Mount Holyoke College in accordance with the Bylaws of the Board of Trustees of Mount Holyoke College.

2. Awards. The Committee shall recommend to the Board of Directors candidates for the Alumnae Medal of Honor; candidates for other awards as required by the Board of Directors; and the creation of awards and marks of recognition as the Committee may consider advisable.

3. The Chair of the Nomination of the Alumnae Trustees/Awards Committee shall be a nonvoting ex officio member of the Alumnae Honors Research Committee.

Section 5. Special Committees. Special committees of the Board of Directors may be established as the Board considers necessary.

Article VIII

AFFILIATES

Groups of members may organize in order to promote the purpose of the Association and may affiliate with the Association provided that such groups shall apply for recognition to the Board and shall comply with such requirements as shall be established by the Board.

 

Article IX

ALUMNAE TRUSTEES

Section 1. Members of the Board of Trustees of the College. The Alumnae Trustees, elected by the Membership of the Association, and the President of the Association shall serve on the Board of Trustees of Mount Holyoke College, as provided in the Bylaws of the Board of Trustees of Mount Holyoke College. Only voting members shall be eligible to serve as Alumnae Trustees.  In the third year of the Alumnae Trustee’s term she also serves as a member of the Board of Directors of the Alumnae Association of Mount Holyoke College.  Vacancy in the office of Alumnae Trustee may be filled for the unexpired term by the Board after consultation with the

Nomination of Alumnae Trustees/Awards Committee.

Section 2. Nomination by Committee.

1. Selection. The Committee on the Nomination of Alumnae Trustees/Awards shall notify each member of the Association annually that she may send to the chair of the Committee the name of a member (or members) of the Association to be considered as a candidate. Notification may be made by publication in the Quarterly. After taking into consideration all such suggested candidates, the committee shall select one nominee. No person shall be presented as a nominee unless she has consented to serve, if elected.

2. Notice. The Committee shall cause to be printed and sent to all members of the Association by November 10 in the year before the election the name of its nominee, together with a brief biography and a reminder of the privilege of nomination by petition, as provided hereafter. Such notice may be provided in the fall Quarterly.

Section 3. Nomination by Petition. Additional candidates may be submitted to the Committee on the Nomination of Alumnae Trustees/Awards provided that such nominations shall be by written petition, signed by at least one hundred (100) voting members, no more than thirty (30) percent of whom shall be from the same class or from the same club area, and such written petition is received by the Executive Director by January 15 of the year of the election. Nominations by

petition shall include the written consent of the nominee to serve if elected.

Section 4. Election. If only one candidate is nominated, the election shall take place at the Annual Meeting of the Association by voice vote. If more than one candidate is nominated, the Association shall print and send to each member of the Association an official ballot containing the names of all nominees. Such ballot shall appear in the spring Quarterly, unless the ballot is otherwise delivered by mail by March 31. Ballots must be received by the Association no less than thirty (30) calendar days before the annual meeting. A plurality of votes cast shall constitute election, and the result shall be announced at the Annual Meeting of the Association.

 

Article X

ADDITIONAL REPRESENTATIVES

Section 1. Representatives on Mount Holyoke College Committee on Fellowships. There shall be one (1) representative of the Association on the Mount Holyoke College Committee on Fellowships who shall be a voting member appointed by the Board, upon recommendation from the Nominating Committee, to serve for a term of three (3) years or until her successor is appointed. No employee of Mount Holyoke College shall be eligible to serve as the representative of the Association on the Mount Holyoke College Committee on Fellowships.

Section 2. Representatives on Other Committees. There may be one (1) or more representatives on one (1) or more Mount Holyoke College Committees or on any joint College-Association Committees. Such representatives shall be voting members appointed by the Board upon recommendation from the Nominating Committee.

Article XI

FINANCIAL ADMINISTRATION

Section 1. Fiscal Year. The Fiscal Year shall be from July 1 through June 30 and shall be referred to by the calendar year in which it ends.

Section 2. Funds.

1. Founder’s Fund.  The Founder’s Fund of the Association shall consist of the former Reserve Fund and gifts and bequests designated for the use of the Association.  The Board of Directors may appropriate for any Association purpose any unrestricted Fund assets and such net appreciation, realized and unrealized, in their value of any restricted Fund assets, over their historical value, as the Board deems prudent.  Investment of the Fund and the annual level of expenditures thereof will be made pursuant to a policy adopted by the Board, upon recommendation of the Finance Committee, which policy is subject to review at least every three (3) years.

2. Funding for Alumnae Association. Additional sources of operating funds for the Alumnae Association are allocated by the College as per the agreement signed on June 10, 2002.

Section 3. Audit. The books of the Association shall be examined and certified annually by an auditor appointed by the Board.

Section 4. Bonding. The Treasurer and all officers and agents having access to funds of the Association shall be bonded in such amounts as shall be determined by the Board.

Article XII

INDEMNIFICATION

The Association shall, to the extent legally permissible, and only to the extent that the status of the Association as an organization exempt under section 501(C)(3) of the Internal Revenue Code is not affected thereby, indemnify any person serving or who has served as a director, officer or agent against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties and counsel fees, reasonably incurred by her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which she may be involved or with which she may be threatened, while serving or thereafter, by reason of her being or having been such a director, officer or agent, except with respect to any matter as to which she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that her action was in the best interests of the Association; provided, however, that as to any matter disposed of by a compromise payment by such director, officer or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved:

1. by a disinterested majority of the directors then in office as in the best interests of the Association after notice that it involves such indemnification; or

2. by a majority of the disinterested directors, provided that there has been obtained at the request of a majority of the directors then in office an opinion in writing of independent legal counsel to the effect that such director, officer or agent appears to have acted in good faith in the reasonable belief that her action was in the best interests of the Association.  Expenses, including counsel fees, reasonably incurred by any such director, officer or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Association in advance of the final disposition thereof upon receipt of an undertaking by such individual amounts so paid if it is ultimately determined that indemnification for such expenses is not authorized hereunder.  The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer or agent may otherwise be entitled, including by contract or otherwise under law. The Association may procure insurance providing greater indemnification than that provided herein.  As used in this Article, the term “director,” “officer” and “agent” include their respective heirs, executors and administrators, and an interested director is one against whom the proceedings in question, or other proceedings on the

same or similar grounds, is then pending.  As used in this Article, the term “agent” means any person who is or was serving at the request of the Association.

Article XIII

RULES OF ORGANIZATION

There shall be Rules of Organization of the Board of Directors which shall contain the policies of the Association and guidelines for the operation of the Association and the Board, as they may be adopted from time to time by the Board.

Article XIV

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with the law, the Charter or these Bylaws.

Article XV

AMENDMENTS

Section 1. Amendment at Meeting. These Bylaws may be amended at any meeting of the Membership by a two-thirds (2/3) vote of the members provided that the amendment shall be submitted to the members in writing with the Notice of the meeting at which the amendment is to be proposed.

Section 2. Amendment by Mail Ballot. These Bylaws may be amended by mail ballot by a two-thirds (2/3) vote of the votes cast by the Membership provided that the Board of Directors shall approve the mail ballot method of voting, provided that the ballot shall be submitted to the members by mail or published in the Quarterly and mailed at least thirty (30) calendar days prior to the date by which the ballots must be returned and provided further that at least one hundred and fifty (150) votes shall be cast.

Article XVI

FORMER BYLAWS

All former Bylaws are hereby repealed.

Approved at May 21, 2006 Annual Meeting

 

 

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