WBA Bylaws

Women's Bar Association of the District of Columbia (WBA) Bylaws

ARTICLE I: NAME

SECTION 1.01. Name. The name of the Corporation is the Women’s Bar Association of the District of Columbia (the “Corporation”). The Corporation is a nonprofit corporation organized under the District of Columbia Nonprofit Corporation Act of 2010 (the “D.C. Act”), District of Columbia Code Title 29, Chapter 4. The Corporation shall have the purposes duly set forth in the Amended and Restated Articles of Incorporation of the Corporation (the “Articles of Incorporation”) filed in the District of Columbia.

ARTICLE II: OFFICES AND REGISTERED AGENT

SECTION 2.01. Offices. The principal office of the Corporation shall be located within or without the District of Columbia at such place as the Corporation’s Board of Directors (the “Board”) shall from time to time designate. The Corporation may maintain additional offices at such other places within or without the District of Columbia as the Board may designate. The Corporation shall continuously maintain within the District of Columbia a registered office at such place as may be designated by the Board.

SECTION 2.02. Registered Agent. The Corporation shall designate a person to serve as the registered agent for the District of Columbia. The person designated as the registered agent may be changed from time to time by the Board.


ARTICLE III: MEMBERS

SECTION 3.01. Membership. The number of Members of the Corporation shall be unlimited. Membership is open to all persons who wish to join the Corporation and who have paid in full their dues for the year or for life.

SECTION 3.02. Membership Dues. Dues shall be payable annually by Members, at the rates established by the Board. Members may select to make a one-time payment of lifetime dues. The Board may adopt special categories of dues that differ from the normal annual dues. At least two (2) notices, in the form of a record, shall be given with the date on which annual dues must be paid. For purposes of these Bylaws, “record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

SECTION 3.03. Responsibilities. Members of the Corporation shall elect the Directors and Officers of the Board, as provided in these Bylaws, and shall have such other powers and rights as are vested in them by law or by the Articles of Incorporation. Members also shall take all other action requiring a vote of the Members and conduct such other business as may come before the Members.

SECTION 3.04. Termination of Membership. Membership shall be terminated automatically if the Member fails to pay her dues, as discussed in Section 3.02, or if the Board determines that other good cause for termination exists.

SECTION 3.05. Annual Dinner. The Annual Dinner, or other annual meeting, of the Corporation shall be held at such date, time, and place as determined by the Board to present awards, announce the election of Directors and Officers of the Board, and to conduct such other business as necessary.

SECTION 3.06. Special Meetings. Special meetings of the Members of the Corporation shall be called by the President, President-elect, or by the holders of at least 10% of all the votes entitled to be cast on the issue to be considered at the proposed special meeting. No business shall be transacted at a special meeting of the Members except that for which the special meeting is called.

SECTION 3.07. Notice; Waiver of Notice. Notice, in the form of a record, of the date, time, and place of all meetings of Members shall be given to all Members at least ten (10) days before the date of such meeting. Notice of special meetings of the Members shall also include the purpose(s) of such meetings. A Member may waive notice in the form of a record, signed by the Member, and filed with the minutes of the meeting. A Member’s attendance or participation in a meeting shall also constitute a waiver of notice, unless the Member at the beginning of the meeting objects to holding the meeting or conducting business, or a particular matter, at the meeting.

SECTION 3.08. Meetings by Electronic Communications Technology. The annual meeting and special meetings of the Members may be held by means of the Internet or other electronic communications technology in a fashion pursuant to which the Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the Members, pose questions, and make comments.

SECTION 3.09. Action of the Members. Each Member shall be entitled to one vote. Fifty (50) Members shall constitute a quorum. Unless the D.C. Act, the Articles of Incorporation, or these Bylaws require a greater proportion, all matters shall be approved by three-quarters (3/4) vote of the Members at a meeting at which a quorum is present. For purposes of this voting standard, abstentions shall be disregarded.

SECTION 3.10. Election of Directors and Officers. Subject to ratification by the Board, the Members shall elect the Directors and Officers of the Board by a plurality of the votes cast. Director and Officer elections shall be held annually, with voting to close no later than ten (10) days before the Annual Dinner, with the exact date to be determined each year by the Nominations Committee. The Board shall appoint an Election Chair to review the votes and ratify the results of the annual election. In the event of a tie, the names of those candidates receiving equal votes shall be resubmitted for a vote of the Members, in accordance with the procedures described in Section 3.10 and Section 3.11. Any challenges to the election results shall be brought before the Board, and the decision of the Board on all such challenges shall be final.

SECTION 3.11. Action by Ballot. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, if each Member entitled to vote on the matter receives a ballot. The ballot shall (a) be in the form of a record, (b) set forth the nominees for Directors and Officers, if Directors and Officers are to be elected, and other proposed matters requiring a vote, and (c) provide an opportunity to vote for or against, and to withhold a vote in the case of Director and Officer nominees. Such ballot may be marked by a Member and delivered to the Corporation. Each ballot shall be counted as a vote by such Member, provided that the name signed on the ballot corresponds to the name of such Member.

SECTION 3.12. Eligibility. Membership in good standing with the Corporation shall be a prerequisite for a Member to: (a) serve on the Nominations Committee; (b) nominate another Member as a candidate for Director or Officer; (c) be nominated as a candidate for Director or Officer; and (d) vote to elect Directors and Officers.


ARTICLE IV: BOARD OF DIRECTORS

SECTION 4.01. Power and Qualifications. All corporate powers shall be exercised by, or under the authority of, and the activities and affairs of the Corporation shall be managed by, or under the direction of, and subject to the oversight of, the Board. Each Director shall be a Member of the Corporation. No more than two (2) individuals without a Juris Doctor Degree shall serve as Directors on the Board at the same time. Directors need not be residents of the District of Columbia.

SECTION 4.02. Standards of Conduct. In accordance with the D.C. Act, the duties of a Director shall include:
A. The obligation to act in good faith and in a manner that the Director reasonably believes to be in the best interests of the Corporation;
B. The obligation, when exercising decision-making or oversight functions, to discharge her duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances; and
C. The obligation to disclose, or cause to be disclosed, to other Directors information not already known to them but known by the Director to be material to the discharge of their decision-making or oversight functions, unless the Director reasonably believes that such disclosure would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

SECTION 4.03. Number of Directors. The Board shall consist of not less than six (6) Directors, with the exact number of Directors to be determined from time to time by resolution of the Board.

SECTION 4.04. Composition of Board. The immediate past President of the Corporation shall serve as a non-voting member of the Board for one (1) year.

SECTION 4.05. Election and Term of Directors. Directors shall be elected by a plurality vote of the Members, with such election ratified by the Board, in accordance with Section 3.10. Each Director shall serve for a term of three (3) years, unless otherwise determined by the Board. The term shall begin on June 1 and end on May 31. Directors may serve no more than nine (9) consecutive years. If a Director’s term expires and a successor has not been elected, such Director shall continue to serve until a successor is elected and takes office, or until the number of Directors is reduced. A decrease in the number of Directors or term of office shall not shorten an incumbent Director’s term.

SECTION 4.06. Removal of Directors. Directors may be removed at any time with cause by the Members. Directors also may be removed by the Board, in accordance with the D.C. Act. In the event that any Director has three (3) or more unexcused absences from regular meetings, in any twelve (12) month period, the Board may remove such Director.

SECTION 4.07. Resignation of Directors. Directors may resign at any time by delivering a signed notice in the form of a record to the President or the Secretary. Such resignation shall be effective when delivered, unless the notice specifies a later effective time.

SECTION 4.08. Vacancies. A majority of the remaining Directors, whether or not sufficient to constitute a quorum, may at any time fill a vacancy on the Board which results from any cause. A Director selected to fill a vacancy shall serve until the next annual election, at which time a successor shall be elected by the Members to serve the remainder of the term.

SECTION 4.09. Regular Meetings. Regular meetings of the Board shall be held at least once a month, although the President may choose not to hold a regular meeting for up to two (2) nonconsecutive months. Regular meetings shall be held at such date, time, and place as determined by the President.

SECTION 4.10. Special Meetings. Special meetings of the Board may be called at any time by the President or the Secretary. Special meetings shall be held at such date, time, and place as designated in the notice for such meeting. Only business specified in the notice for a special meeting may be considered at such meeting.

SECTION 4.11. Notice; Waiver of Notice. Notice of the date, time, and place of regular meetings of the Board shall be given to Directors at least three (3) days before the date of such meeting. Notice of the date, time, place, and purpose(s) of special meetings of the Board shall be given to Directors at least one (1) day before the date of such meeting. Oral notice of meetings of the Board is permitted. A Director may waive notice in the form of a record, signed by the Director, and filed with the minutes of the meeting. A Director’s attendance or participation in a meeting shall also constitute a waiver of notice, unless the Director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or conducting business at the meeting and does not thereafter assent to action taken at the meeting.

SECTION 4.12. Action of the Board. A majority of the Board shall constitute a quorum. Unless the D.C. Act, the Articles of Incorporation, or these Bylaws require a greater proportion, the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board.

SECTION 4.13. Conflicts of Interest. A conflict of interest, as determined by the Board, shall disqualify the Director with the conflict from voting upon any matter in which the conflict exists.

SECTION 4.14. Meetings by Conference Telephone or Other Electronic Means. A meeting of the Board, or a designated body may be held, and Directors and members of such committee or designated body may participate in such a meeting, by means of a conference telephone or other electronic means (including email) by which all participating in the meeting can simultaneously communicate with one another during the meeting. Participation in a meeting by these means shall be considered presence in person at the meeting.

SECTION 4.15. No Voting by Proxy. Voting by proxy is not permitted for Directors, unless otherwise approved by the Board.

SECTION 4.16. Compensation. The Corporation shall not pay any compensation to any Director for services rendered to the Corporation as a Director, except that Director may be reimbursed for expenses incurred in the performance of her duties to the Corporation, in reasonable amounts as approved by the Board. A Director who serves the Corporation in any other capacity may receive reasonable compensation for such other services pursuant to a resolution of the Board.


ARTICLE V: OFFICERS OF THE BOARD; EXECUTIVE DIRECTOR AND OTHER EMPLOYEES

SECTION 5.01. Board Officers. The Corporation shall have a President, President-Elect, Secretary, Treasurer, and Treasurer-Elect, each of whom shall be duly elected and qualified Directors of the Board. The offices of President and Treasurer shall not be held by the same person. The Corporation may have such additional Officers of the Board as necessary, whose responsibilities shall be determined from time to time by the Board.

SECTION 5.02. President. The President of the Board shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board. The President shall be a non-voting, ex-officio member of all Board committees and designated bodies, except the Nominations and Awards Committees. In addition, the President shall perform all other duties incident to the office of President.

SECTION 5.03. President-elect. The President-elect shall perform such duties as are assigned by the President and shall act in the place of the President during her absence. The President-elect shall succeed to the office of the President upon completion of the term of the President or at such earlier time as a vacancy may occur. In addition, the President-Elect shall be a voting member of the Nominations Committee.

SECTION 5.04. Secretary. The Secretary shall take the minutes of all meetings of the Members, the Board, Board committees, and designated bodies. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall also oversee the maintenance of the records of the Corporation, as required by the D.C. Act. In addition, the Secretary shall perform all other duties incident to the office of Secretary.

SECTION 5.05. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects in such banks, trust companies, or other depositories as selected by the Board from time to time. The Treasurer shall also review and approve budgets for all activities of the Corporation and shall render to the Board, at the regular meetings of the Board, an account of the financial condition of the Corporation. In addition, the Treasurer shall perform all other duties incident to the office of Treasurer.

SECTION 5.06. Treasurer-elect. The Treasurer-elect shall perform such duties as are assigned by the President and Treasurer. The Treasurer-elect shall succeed to the office of the Treasurer upon completion of the term of the Treasurer or at such earlier time as a vacancy may occur.

SECTION 5.07. Standards of Conduct. In accordance with the D.C. Act, the duties of an Officer of the Board shall include:
A. The obligation to discharge her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the Corporation.
B. The obligation to inform a superior Officer, the Board, or a Board committee (if the Officer reports to any one or more of them), of information about the affairs of the Corporation known to the Officer, within the scope of the Officer’s functions, and known to the Officer to be material to the superior Officer, Board, or Board committee; and
C. The obligation to inform the superior Officer, another appropriate person within the Corporation, the Board, or a Board committee, of any actual or probable material violation of law involving the Corporation or material breach of duty to the Corporation by an Officer, employee, or agent of the Corporation that the Officer believes has occurred or is likely to occur.

SECTION 5.08. Election and Term of Officers. Officers shall be elected by a plurality vote of the Members, with such election ratified by the Board, in accordance with Section 3.10. Each Officer shall serve for a term of one (1) year, unless otherwise determined by the Board.

SECTION 5.09. Removal of Officers. Officers may be removed at any time with cause by the Board.

SECTION 5.10. Resignation of Officers. An Officer may resign at any time by delivering a signed notice in the form of a record to the Corporation. Such resignation shall be effective when delivered, unless the notice specifies a later effective time.

SECTION 5.11. Vacancies. In the event of a vacancy in the office of President or Treasurer, the President-elect or Treasurer-elect shall succeed to that office for the remainder of the term, and continue to serve for his or her own term. In the event of a vacancy in the office of President-elect or Treasurer-elect, the Board may fill the vacancy until the next annual election, at which time a new President-elect or Treasurer-elect shall be elected by the Members. In the event of a vacancy in the office of Secretary, the Board shall fill that office for the remainder of the term.

SECTION 5.12. Executive Director and Other Employees. The Board may, from time to time, employ a person to serve as Executive Director of the Corporation and employ additional persons to perform such duties as are assigned by the Board or the President. The Executive Director and any other employees shall not have voting rights within the Corporation. The term and compensation of the Executive Director and any other employees shall be determined by the Board. For purposes of the Articles of Incorporation and these Bylaws, the Executive Director and any other employees shall not be considered Officers of the Corporation.


ARTICLE VI: BOARD COMMITTEES; DESIGNATED BODIES

SECTION 6.01. Executive Committee. The Board shall designate an Executive Committee, which shall consist of the President, President-elect, Secretary, Treasurer, and Treasurer-elect. The Executive Committee shall have the full power to carry out the policies established by the Board and to manage the affairs of the Corporation as necessary in the interim between meetings of the Board. The Executive Committee shall not have the power to: (a) incur any obligation on behalf of the Corporation in excess of $5,000.00; (b) fill vacancies on the Board or other elective positions of the Corporation; (c) act in a manner inconsistent with prior action of the Board; or (d) act on any matter prohibited by the Board. The Secretary shall make a record of all actions taken by the Executive Committee, which shall be reported by either the President or the Secretary at the next meeting of the Board. If the Secretary is not present for any meeting of the Executive Committee, one shall be appointed from among those in attendance for the limited purpose of recording the actions taken at the particular meeting.

SECTION 6.02. Additional Committees and Designated Bodies. The Board shall establish a Nominations Committee, an Executive and Judicial Endorsements Committee, and an Awards Committee, as described in Articles 7, 8, and 9 of these Bylaws, respectively. The Board also may create additional standing committees, special committees, and designated bodies, as necessary. Standing committees and special committees shall consist of one (1) or more Directors, and designated bodies may include Directors and non-Directors. The President shall appoint a chairperson or co-chairpersons of each Board committee and designated body, and shall designate a Director to serve as a Board liaison to each designated body. The specific composition and responsibilities of each Board committee and designated body shall be determined from time to time by the Board. For purposes of these Bylaws, “designated body” shall mean a person or group, other than a standing committee or a special committee of the Board, that has been vested by the Articles of Incorporation or these Bylaws with powers that, if not vested by the Articles of Incorporation or Bylaws in that person or group, would be required to be exercised by the Board or the Members.

SECTION 6.03. Powers. Board committees and designated bodies shall have, and may exercise, such powers not inconsistent with the D.C. Act, the Articles of Incorporation, or these Bylaws, as determined from time to time by the Board. To the extent that the powers, authority, or functions of the Board are vested in a designated body, the Directors are relieved from their duties and liabilities with respect to those powers, authority, or functions.

SECTION 6.04. Meetings. Board committees and designated bodies shall meet as necessary. The chairperson of each Board committee and designated body shall report to the Board regarding their proceedings and shall present to the Board any recommendations for action. No Board committee or designated body shall make any public statement on behalf of the Corporation without the prior approval of the Board or the President. The provisions regarding meetings by conference telephone or other electronic means in Section 4.15 apply with respect to meetings of the Board committees and designated bodies.

SECTION 6.05. Notice; Waiver of Notice. Notice and waivers thereof of meetings of Board committees and designated bodies generally shall be governed by Section 4.11. Notice of meetings of the Executive Committee shall be given at least one (1) day before the date of such meeting, although notice given less than one (1) day before the date of such meeting shall be sufficient for matters requiring urgent consideration, if deemed by the President to be fair under the circumstances.

SECTION 6.06. Action of the Committee or Designated Body. A majority of the Board committee or designated body shall constitute a quorum. Unless the D.C. Act, the Articles of Incorporation, or these Bylaws require a greater proportion, the action of a majority of those present at a meeting at which a quorum is present shall be the action of the Board committee or designated body. With respect to meetings of the Executive Committee, if only a quorum is present, the Executive Committee shall not act unless the President votes in the majority.


ARTICLE VII: NOMINATIONS COMMITTEE

SECTION 7.01. Composition.There shall be a designated body called the Nominations Committee, which shall consist of five (5) members. The chairperson of the Nominations Committee shall be the immediate past President of the Corporation, except that if the immediate past President is unwilling or unable to serve in such position, the Board shall appoint another past President as chairperson. The President-elect shall serve as a voting member of the Nominations Committee.

SECTION 7.02. Responsibilities. The Nominations Committee shall solicit and receive recommendations for Director and Officer candidates. At least sixty (60) days before the Annual Dinner, the Nominations Committee shall list the nominees in writing or by electronic means. At least thirty (30) days before the Annual Dinner, the Nominations Committee shall submit a report to the President of the names of the candidates for each position. The Nominations Committee shall ensure the eligibility of candidates and persons signing petitions as provided in Section 7.03, and shall circulate a notice in the form of a record regarding the candidates, a ballot, and voting instructions to Members of the Corporation. Each year, the Nominations Committee shall set the exact date by when such ballots must be received by the Corporation. The chairperson of the Nominations Committee shall notify all Director and Officer candidates of election results. The Nominations Committee also shall perform such other duties as are assigned by the Board.

SECTION 7.03. Nominations by Petition. A Member of the Corporation may nominate a candidate by submitting to the Nominations Committee, within ten (10) days from the date the Nominations Committee posts its list of nominees, a written petition containing the signatures of fifty (50) or more Members.


ARTICLE VIII: EXECUTIVE AND JUDICIAL ENDORSEMENTS COMMITTEE

SECTION 8.01. Composition. There shall be a designated body called the Executive and Judicial Endorsements Committee.

SECTION 8.02. Responsibilities. The Executive and Judicial Endorsements Committee, from time to time, shall consider the qualifications of candidates for appointment to executive and judicial office, and shall report its recommendation with respect to such candidates to the Board. The Executive and Judicial Endorsements Committee generally shall urge the appointment and election of qualified candidates, as is consistent with the purposes and principles of the Corporation. The Board shall adopt Guidelines for Judicial and Executive Candidates Seeking Endorsement from the Corporation, as well as Policies and Procedures governing the endorsement process. All deliberations of the Executive and Judicial Endorsements Committee shall be confidential.


ARTICLE IX: AWARDS COMMITTEE

SECTION 9.01. Composition. There shall be a designated body called the Awards Committee, which shall consist of the past Presidents who presided over the three Annual Dinners that immediately precede the Annual Dinner pertaining to the awardees to be chosen, a member of the Board of Directors of the Women’s Bar Association Foundation, and the Corporation’s Woman/Women Lawyer(s) of the Year for the two Annual Dinners immediately preceding the Annual Dinner for which an awardee is to be chosen. The chairperson of the Awards Committee shall be the Past President from the second preceding Annual Dinner. If any of the foregoing is unable or unwilling to serve, the President shall recommend a replacement to be approved by the Board.

SECTION 9.02. Responsibilities. The Awards Committee shall seek nominations, make its own nominations, and recommend to the Board the recipient(s) of the Woman/Women Lawyer(s) of the Year Award and the Janet Reno Torchbearer Award. The Woman/Women Lawyer(s) of the Year Award shall be awarded annually to recognize a woman or women for her exceptional achievements in the legal profession and/or for her extraordinary contributions to the advancement of women in the legal profession. The Janet Reno Torchbearer Award may be awarded to recognize exceptional women lawyers, their achievements, and the trails they have blazed for those women who have followed. The Janet Reno Torchbearer Award may be awarded occasionally, but not necessarily each year. The award(s) shall be presented to the recipient(s) at the Annual Dinner.


ARTICLE X: AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SECTION 10.1. Amendment of Articles of Incorporation. The Articles of Incorporation may be amended or repealed, in whole or in part, if adopted by the Board and approved by a majority vote of the Members present at any regular or special meeting at which a quorum exists, provided that notice is given to all Members at least one (1) week before such meeting.

SECTION 10.2. Amendment of Bylaws. These Bylaws may be amended or repealed, in whole or in part, if approved by a two-thirds (2/3) vote of the Board, at any regular or special meeting at which a quorum is present, provided that notice is given to all Directors at least one (1) week before such meeting. Any action by the Board to amend or repeal any provision of these Bylaws that changes the quorum or voting requirements for the Board or a designated body shall meet the same quorum, and shall be adopted by the same vote, required to take action under the quorum and voting requirements then in effect or proposed for adoption, whichever is greater. An amendment to these Bylaws shall become effective immediately upon adoption unless otherwise specified in the amendment, and it shall not be necessary for the Members to sign any amendment to these Bylaws in order for such amendment to be effective.


ARTICLE XI: MISCELLANEOUS

SECTION 11.1. Fiscal Year. The fiscal year of the Corporation shall be June 1 through May 31.

SECTION 11.2. Audit. The Board shall engage an independent public accountant to conduct an audit of the Corporation at least once every five (5) years. In the interim years, the accountant shall conduct an annual financial review or compilation of books and records.

SECTION 11.3. Checks, Drafts, and Money Orders. All checks, drafts, and orders for payment of money shall be signed in the name of the Corporation and shall be countersigned by the Treasurer or such additional Officers or agents as the Board shall designate from time to time for that purpose. The Board may authorize the Executive Director then in office to sign checks in an amount no greater than two thousand five hundred dollars ($2,500.00), upon prior approval of the Treasurer for each such check, so long as the check is not written to the Women’s Bar Association Foundation or the Executive Director. The Treasurer may sign checks without a countersignature that do not exceed two thousand five hundred dollars ($2,500.00). The President must co-sign with the Treasurer all checks that exceed two thousand five hundred dollars ($2,500.00).

SECTION 11.4. Notes and Contracts. The Board may designate the President to execute any contract, note, conveyance, or other instrument on behalf of the Corporation.

SECTION 11.5. Books and Records. The Corporation shall keep at its office correct and complete books and records, in accordance with the D.C. Act. This shall include: (a) minutes of all meetings of the Members, Board, Board committees, or designated bodies; (b) records of all actions taken by the Members, Board, Board committees, or designated bodies; (c) appropriate accounting records; (d) a list of the names and addresses of the Members of the Corporation, showing the number of votes each Member is entitled to cast; (e) the Articles of Incorporation; (f) the Bylaws; (g) all communications in the form of a record to Members generally within the past three (3) years; (h) the financial statements furnished to Members for the past three (3) years; (i) a list of the names and addresses of the Directors and Officers of the Corporation; and (j) the most recent biennial report filed with the D.C. Mayor. Any of the books and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time. In addition, the Board shall have the authority to address the maintenance of important historical files of the Corporation, such as the minutes of the Corporation from its founding.

SECTION 11.6. Pronoun. Wherever the Articles of Incorporation and these Bylaws use a feminine pronoun, it shall be deemed to include the masculine pronoun.

SECTION 11.7. Procedure. Where the Articles of Incorporation and these Bylaws are silent, the Corporation shall be governed by Robert’s Rules of Order Revised (latest edition).

History: Amended and completely restated on 11/19/2013; amended 12/10/14; amended 10/20/15; amended 10/18/16.


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