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BYLAWS OF
ADM FOUNDATION, INC.
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ARTICLE I
ARTICLES, NAME, PURPOSES, TAX EXEMPTION LIMITATIONS, PRINCIPAL OFFICE
REGISTERED OFFICE, REGISTERED AGENT AND SEAL
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Section 1. Articles of Incorporation; Name. The name of this Corporation shall be as set forth in the Articles of Incorporation, as may be amended from time to time. References in these Bylaws to the Articles of Incorporation shall mean the Articles of Incorporation of the ADM Exploration Foundation, Inc., a Maine nonprofit corporation (the “Corporation”) as from time to time may be in effect. References to the Maine Nonprofit Corporation Act (the “Act”) shall mean 13-B M.R.S.A. § 101 et seq., or to any successor provisions, as in effect from time to time.
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Section 2. Purposes. This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. The specific purpose of this corporation is to further public knowledge and understanding of history and science through the exploration, research and documentation beneath the water, including, without limitation: conducting and supporting research of remote underwater locations for the purpose of identifying new species of plants and animals and monitoring existing species; organizing and executing underwater exploration missions and expeditions as well as providing support for underwater archaeological and scientific exploration; supporting and facilitating the discovery, exploration and documentation of underwater sites of historical significance around the world.
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Section 3. Tax Exemption Limitations. The following limitations and provisions shall conclusively bind the Corporation and all persons acting on its behalf: |
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A. This Corporation is organized and operated exclusively for charitable, educational and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code. |
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B. No part of the Corporation’s net earnings or assets will inure to the benefit of members, directors or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the stated purposes of this Corporation. |
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C. No substantial part of the activities of this Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. |
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D. Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
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Section 4. Principal Office. The location and principal office of the Corporation is and shall be in Cumberland County, Maine, or at such other location as the Board of Directors may designate from time to time. The Corporation may have offices at such other places either within or without the State of Maine as the Board of Directors may determine or as the business may require. |
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Section 5. Registered Office. The registered office shall be that office specified in the Articles of Incorporation or at such other address as the Registered Agent of the Corporation shall maintain. |
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Section 6. Registered Agent. The Registered Agent of the Corporation shall be a resident of the State of Maine. The Registered Agent is not an Officer of the Corporation. The initial Registered Agent shall be named in the Articles of Incorporation and shall serve until his or her resignation from office or until a successor is elected by vote of the Board of Directors. The Registered Agent shall keep records of the meetings of the Board of Directors, and shall perform such other duties as are expressly prescribed by law. The Registered Agent may certify votes and actions of the Board of Directors and its committees, and may attest all documents executed on behalf of the Corporation.
The duties of the Registered Agent are ministerial only and the Registered Agent is not liable in that capacity for any liabilities of the Corporation, including, without limitation, debts, claims, taxes, fines or penalties. |
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Section 7. Seal. The Corporation may have a seal in such form as the Board or the Registered Agent may approve. Whenever it is inconvenient to use the corporate seal, if any, a facsimile thereof may be used. The Registered Agent and any Officer of the Corporation shall have authority to affix the corporate seal, if any, and it may be attested by his or her signature.
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ARTICLE II
BOARD OF DIRECTORS
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Section 1. Members. There shall be no members of the Corporation. |
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Section 2. Powers. The Board of Directors shall manage and control the business, property and affairs of the Corporation. In the management and control of the business, property and affairs of the Corporation, the Board of Directors is hereby vested with all of the powers and authority of the Corporation itself, so far as not inconsistent with other laws of the State of Maine, the Articles of Incorporation, or these Bylaws. |
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Section 3. Number, Qualification and Term. The number of Directors shall be within the range set forth in the Articles of Incorporation and set by the Board of Directors. Directors need not be residents of the State of Maine. The Directors shall be elected at the annual meeting of the Board of Directors, and each Director elected shall serve until the next succeeding annual meeting and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, death or incapacity. Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. |
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Section 4. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created Directorships created by increase in the numbers of Directors, may be filled by a majority vote of the Directors then existing. Directors may be removed from office in the manner prescribed by the Act. Any Director may resign by giving written notice to the Board of Directors or the Registered Agent. Unless otherwise specified therein, a resignation shall take effect upon receipt of such notice, and the acceptance of such resignation shall not be necessary to make it effective. |
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Section 5. Compensation. Directors shall not receive any salaries for their services as such, however, the Board of Directors, by the affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, shall have authority to pay each Director for his or her reasonable expenses of attendance at each meeting of the Board of Directors. The foregoing notwithstanding, the Board of Directors may establish reasonable compensation for Directors for services rendered to the Corporation in other capacities, such as service as an officer or as a member of either standing or special committees, or otherwise, provided such compensation shall not exceed the value of the services rendered to the Corporation. |
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Section 6. Financially Interested Persons. The Board of Directors shall ensure that no more than forty-nine percent (49%) of the individuals serving on the Board of Directors at any time are considered to be “financially interested persons” as defined in 13-B M.R.S.A. § 713-A. |
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ARTICLE III
MEETINGS OF THE BOARD OF DIRECTORS
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Section 1. Annual Meeting. An annual meeting of the Board of Directors shall be held at such time and place within or without the State of Maine as may be designated from time to time by resolution of the Board of Directors, without the need for providing notice. |
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Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place within or without the State of Maine as may be designated from time to time by resolution of the Board of Directors. Unless otherwise specified by the Board, no notice of regular meetings shall be necessary, except as otherwise provided by the Act. |
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Section 3. Special Meetings, Notice. Special meetings of the Board of Directors may be called by the Chair of the Board, by the President or, if the President is absent or is unable to act, by any Vice President or by any two Directors. The person or persons calling the special meeting shall fix the time and place thereof. Notice of each special meeting of the Board of Directors shall be given by the Secretary or the person or persons calling the special meeting at least two (2) days prior to the time fixed for the meeting and shall specify the date, time, and place thereof. Notice may be given by any usual means of communication. If mailed, such notice shall be deemed to be delivered on the third day following the date on which it was deposited in the United States mail, properly addressed, with postage prepaid. Notice be given by any other means shall be deemed to be delivered when received. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of meeting, except as otherwise required by law. The giving of notice of a special meeting of the Board of Directors by the person or persons authorized to call the same shall constitute the call thereof. Any Director may waive notice of any meeting by signing a waiver of notice, either before or after the meeting. |
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Section 4. Attendance as Waiver of Notice. A Director’s attendance at or participation in a meeting waives any required notice to that Director of the meeting unless the Director at the beginning of the meeting or promptly upon the Director’s 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. |
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Section 5. Quorum and Vote Required. Except as otherwise required by the Act, at any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. 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. If at any time there are fewer Directors in office than the minimum number of Directors fixed by the Articles of Incorporation, the Directors then in office may transact no other business than the filling of vacancies on the Board of Directors, until sufficient vacancies have been filled so that there are in office at least the minimum number of Directors fixed by the Articles of Incorporation. |
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Section 6. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless: (i) the Director objects at the beginning of the meeting or promptly upon arrival to holding or transacting business at the meeting; (ii) the Director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the Director delivers written notice of his or her dissent or abstention to the presiding Officer of the meeting before its adjournment or such dissent is forwarded by certified or registered mail to the Secretary of the Corporation immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a Director who votes in favor of an action taken.
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Section 7. Conduct of Meetings. The Board of Directors may designate a Chairman to preside at meetings of Directors and may otherwise adopt rules governing the conduct of such meetings. At each such meeting the Secretary (or, in the absence of the Secretary, another person designated by the Chairman of the meeting) shall keep minutes of all actions taken by the Board of Directors. Such minutes shall be filed with the Registered Agent as part of the corporate records, and a copy thereof shall promptly be provided to each Director. |
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Section 8. Chairman of the Board of Directors. The Chairman of the Board of Directors, if any, shall, when present, preside at all meetings of the Board of Directors and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. |
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Section 9. Action by Consent. Any action required or permitted to be taken at a meeting of the Board of Directors, or of a committee of the Board, may be taken without a meeting if each Director or committee member, as the case maybe, signs a consent describing the action to be taken and delivers it to the Corporation. Such consents shall be filed with the minutes of Directors’ meetings or committee meetings, as the case may be, and shall have, and may be stated by any Officer of the Corporation to have, the same effect as a unanimous vote or resolution of the Board of Directors at a legal meeting thereof. |
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Section 10. Participation in Meetings. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. |
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ARTICLE IV
COMMITTEES
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Section 1. Committees. The Board of Directors, by a resolution adopted by a majority of the full Board of Directors then in office, may designate from among its members one or more committees, each committee to consist of two or more Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any committee, to the extent provided by the Board of Directors, shall exercise the powers of the Board of Directors in the management of the Corporation’s business and affairs, subject to limitations imposed by the Act. Committees shall keep regular minutes of their proceedings and report the same to the Board of Directors. Members of the committees may be removed from office, with or without cause, by resolution adopted by a majority of the full Board of Directors then in office. So far as practicable, the provisions of these Bylaws relating to the calling, noticing, and conduct of meetings of the Board of Directors shall govern the calling, noticing, and conduct of meetings of the committees. |
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Section 2. Resignation. Any member of a Committee may resign by giving written notice to the Board of Directors. Unless otherwise specified therein, a resignation shall take effect upon receipt of such notice, and the acceptance of such resignation shall not be necessary to make it effective. |
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ARTICLE V
OFFICERS
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Section 1. Title and Number. The Officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Treasurer, Secretary and such other Officers as may be elected by the Board of Directors. Any two or more offices may be held by the same person. |
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Section 2. When Chosen. The Board of Directors at its initial meeting after the incorporation of the Corporation and at each annual meeting of the Board of Directors thereafter shall elect the Officers, none of whom need be a member of the Board of Directors. |
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Section 3. Additional Officers. The Board of Directors may appoint other Officers and agents 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. |
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Section 4. Vacancies, Term and Removal. The Officers of the Corporation shall hold office until their successors have been chosen and qualified or until their earlier death, resignation, or lawful removal. Any Officer may be removed at any time, with or without cause, by the Board of Directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors. |
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Section 5. Resignation. Any Officer may resign by giving written notice to the President or Registered Agent. Unless otherwise specified therein, a resignation shall take effect upon receipt of such notice, and the acceptance of such resignation shall not be necessary to make it effective. |
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Section 6. Powers and Duties. Except as hereinafter provided and subject to the control of the Board, each Officer shall have such powers and duties as are customarily incident to his or her office or as the Board may otherwise prescribe. |
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A President. The President shall be the chief executive officer of the Corporation and, in the absence of a Chairman of the Board of Directors, shall preside at all meetings of the Board of Directors. Subject to the control of the Board of Directors, the President shall be responsible for the general management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are implemented. The President may sign, and may execute on behalf of the Corporation any notes, bills, checks, drafts, contracts, and other obligations of the Corporation.
The President, in addition to the Treasurer, may sign any deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other Officer or agent of the Corporation or shall be required by law to be otherwise signed or executed.
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B. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents, in the order determined by the Board of Directors, shall, in the absence of or in the case of the disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If the Board of Directors shall appoint or elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors to act in case of the absence or disability of the President.
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C. Treasurer. The Treasurer shall see that full and accurate accounts of receipts and disbursements are kept in books belonging to the Corporation and shall see that all money and other valuable effects are deposited in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall see that funds of the Corporation are disbursed as may be ordered by the Board of Directors, and shall see that the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, is rendered an accounting of all transactions and of the financial condition of the Corporation. The Treasurer may sign checks, drafts, or orders for the payment of money unless otherwise provided by resolution of the Board of Directors and shall in general perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. In addition to the President, the Treasurer may sign deeds, leases, contracts, and agreements of the Corporation authorized by a vote of the Board of Directors, unless some other person is designated by vote of the Board of Directors. |
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D. Secretary. The Secretary shall attend the meetings of the Board of Directors and record its proceedings. He or she may give, or cause to be given, notice of all meetings of Directors of the Corporation. The Secretary may certify all votes, resolutions, and actions of the Board of Directors, and may attest all documents executed on behalf of the Corporation. |
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E. Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as from time to time may be assigned to them by the Board of Directors or by (respectively) the Secretary or Treasurer. At the request of (respectively) the Secretary or the Treasurer, or in case of his or her absence or inability to act, any Assistant Secretary or Assistant Treasurer may act in his or her place. |
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Section 7. Delegation of Authority. In the case of the absence of any Officer of the Corporation or for any reason that the Board of Directors may deem sufficient, the Board of Directors may delegate some or all of the powers or duties of an Officer to any other Officer or to any Director, employee or agent for whatever period of time it deems desirable. |
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Section 8. Compensation of Officers. The salaries of the Officers may be fixed from time to time by the Board of Directors, and no Officer shall be prevented from receiving any such salary by reason of the fact that such Officer is also a Director of the Corporation. |
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Section 9. Certification by Officers. Each of the President, any Vice President, the Treasurer, the Secretary, and the Assistant Secretary, if any, hereby is authorized to act as a second certifying Officer of the Corporation. |
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ARTICLE VI
CONTRACTS, LOANS, CHECKS OR DEPOSITS
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Section 1. Contracts. The Board of Directors may authorize any Officer or Officers or agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. |
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Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances. In no event shall the Corporation loan money to its Directors or Officers. |
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Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the President, the Treasurer, or such Officer or Officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. |
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Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. |
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ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
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Section 1. General. Subject to Section 4 of this Article, the Corporation shall in all cases indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, by reason of the fact that he or she is or was a Director or Officer of the Corporation, or who, while a Director or Officer, is or was serving at the request of the Corporation as a Director, Officer, partner, trustee, employee or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by that person in connection with such action, suit or proceeding; provided that the person to be indemnified acted in good faith and did not reasonably believe (i) in the case of conduct in the individual’s capacity as a Director or Officer, that his or her conduct was not in the best interests of the Corporation; (ii) in all other cases, that his or her conduct was in or not opposed to the best interests of the Corporation; and (iii) in the case of any criminal action or proceeding, that his or her conduct was unlawful. 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 relevant standard of conduct described in this section. |
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Section 2. Indemnification Prohibited. Unless ordered by a court of competent jurisdiction pursuant to the Act, the Corporation may not indemnify one of its Directors (i) in connection with a proceeding by or in the right of the Corporation, except for reasonable
expenses incurred in connection with the proceeding, if it is determined that the Director or Officer has not met the relevant standard of conduct under Section 1 of this Article; or (ii) in connection with any proceeding with respect to conduct for which the Director or Officer was adjudged liable on the basis that he or she received a financial benefit to which he or she was not entitled, whether or not involving action in the Director’s official capacity.
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Section 3. Mandatory Indemnification in Certain Cases. Any provisions of these Bylaws to the contrary notwithstanding, the Corporation shall indemnify a Director or Officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or Officer was a party because he or she was a Director or Officer of the Corporation against reasonable expenses, including attorneys’ fees, incurred by him or her in connection with the proceeding. The right to indemnification granted by this subsection may be enforced by a separate action against the Corporation, if an order for indemnification is not entered by a court in the action, suit, or proceeding wherein that Director or Officer was successful on the merits or otherwise. |
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Section 4. Determination in Specific Cases. Any indemnification under Section 1 shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director or Officer is consistent with the terms of this Article and the Act. Such determination shall be made as follows: |
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A. If there are two or more disinterested Directors, the Board of Directors by a majority vote of all the disinterested Directors, a majority of whom for this purpose constitutes a quorum, or by a majority of the members of a committee of two or more disinterested Directors appointed by a majority vote of all the disinterested Directors; or |
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B. By special legal counsel |
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(1) Selected in the manner prescribed in Paragraph A; or
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(2) If there are fewer than two disinterested Directors, selected by the Board of Directors in which selection Directors who did not qualify as disinterested Directors may participate; or |
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Section 5. Advancement of Expenses. The Corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a Director or Officer who is a party to a proceeding because the person is a Director or Officer of the Corporation if the Director or Officer delivers to the Corporation: |
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A. A written affirmation of the Director’s or Officer’s good faith belief that he or she has met the relevant standard of conduct described in Section 1 of this Article or that the proceeding involves conduct for which liability has been eliminated under a provision of the Corporation’s Articles of Incorporation as permitted under the Act; and
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B. A written undertaking by the Director or Officer to repay any funds advanced if the Director or Officer is not entitled to mandatory indemnification under Section 3 of this Article and it is ultimately determined that the Director or Officer has not met the relevant standard of conduct set forth in Section 1.
The undertaking required by Paragraph B shall be an unlimited general obligation of the person seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment.
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Section 6. Bylaw Indemnification Rights Not Exclusive; Enforceable by Separate Action. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled
under the Act or pursuant to the provisions of the Corporation’s Articles of Incorporation, vote of Directors, or otherwise. Any right of indemnity or payment arising under this Article shall continue as to a person who has ceased to hold the office or position in which such right arose; shall inure to the benefit of his or her heirs, executors, and administrators; and shall survive any subsequent amendment of this Article. A right to indemnification required by this Article may be enforced by a separate action against the Corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought.
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Section 7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer or is or was serving at the request of the Corporation as a Director, Officer, trustee, partner, fiduciary, employee, or agent of another corporation, partnership, joint venture, trust, pension, or other employee benefit plan or other enterprise against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person’s status as such, whether or not the Corporation would have the power to indemnify that person against such liability under this section. |
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Section 8. Miscellaneous. For purposes of this Article, references to the “Corporation” shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation, merger, domestication, or conversion. For purposes of this Article, the Corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him or her of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, him or her to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines,” and action taken or omitted by him or her with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interests of the participants or beneficiaries of the plan shall be deemed to be for a purpose which is in the best interests of the Corporation. |
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Section 9. Amendment. Any amendment, modification, or repeal of this Article shall not deny, diminish, or otherwise limit the rights of any person to indemnification or advance hereunder with respect to any action, suit, or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification, or repeal. |
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ARTICLE VIII
FISCAL YEAR
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Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise fixed by resolution of the Board of Directors. |
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ARTICLE IX
MISCELLANEOUS
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Section 1. Facsimile Signatures. Facsimile signatures of any Officer or member of the Board of Directors of the Corporation may be used whenever authorized by the Board or the President. The Corporation may rely upon the facsimile signature of any person if delivered by or on behalf of such person in a manner evidencing an intention to permit such reliance |
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Section 2. Interpretation. Headings and captions used herein are inserted for convenience only and shall not be used to construe the scope or content of any provision. Whenever used herein, the masculine gender shall include the feminine and neuter genders, as the context requires. In the case of any conflict between the provisions of the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control. |
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Section 3. Validity. If any portion of these Bylaws is determined to be invalid or unenforceable under law, it shall not affect the validity or enforceability of the remaining portions thereof. |
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Section 4. Inspection of Books and Records. All books and records of this Corporation may be inspected by a Director for any purpose at any reasonable time upon prior written demand. |
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Section 5. Public Statements |
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A. No person, except for the President, shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board of Directors. |
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B. Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Corporation, shall first make it clear that he or she is representing the Corporation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Corporation. He or she shall not at the same time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views. |
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ARTICLE X
AMENDMENTS
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Section 1. Amendments. Except as specifically otherwise provided herein, these Bylaws may be amended or repealed, and new Bylaws may be adopted, only by vote of the Board of Directors. For any meeting at which Bylaws are to be adopted, amended, or repealed, specific notice of such proposed action shall be given, either setting out the text of the proposed new or amended Bylaw or Bylaw to be repealed, or summarizing the changes to be effected by such adoption, amendment, or repeal. |
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