By-Laws

BYLAWS
of
MAINE PRESS ASSOCIATION

(A Maine Nonprofit Mutual Benefit Corporation with Members)

Approved by Members on October 18, 2014

ARTICLE I
GENERAL

Section 1.1. Name.  The name of the corporation is Maine Press Association (the “Association”).  The name of the Association may be changed by amendment of its Articles of Incorporation.

Section 1.2. Registered Agent.  The Registered Agent of the Association shall be the person designated in the Articles of Incorporation, provided that the directors shall have the power to change the identity of the registered agent from time to time through an appropriate filing with the Maine Secretary of State.

ARTICLE II
PURPOSES

Section 2.1. General Purposes.  The purposes of this Association shall be as set forth in the Articles of Incorporation as the same may be amended from time to time.  The goals of the Maine Press Association are:

(a) To promote and foster high ethical standards and the best interests of the newspapers, journalists, and media organizations of the state of Maine that constitute its membership;

(b) To encourage improved business and editorial practices and better media environment in the state; and

(c) To improve the conditions of journalism and journalists by promoting and protecting the principles of freedom of speech and of the press and the public’s right to know.

Section 2.2. Powers.  This Association shall have all such powers as are authorized under Maine law except as otherwise limited by the Board of Directors (the “Board”) or the Regular Members.

Section 2.3. Prohibition of the Inurement of Assets and Income to Private Persons.  All the assets and income of the Association shall be used exclusively for its corporate purposes, and no part thereof shall inure to the benefit of any member or private individual; provided, however, that nothing contained herein shall be construed to prevent the payment by the Association of reasonable compensation to officers and employees of the Association.

Section 2.4. Dissolution.  If the Association is dissolved or its legal existence terminated, either voluntarily or involuntarily, or upon final liquidation of the Association, none of its assets shall inure to the benefit of any member or private individual, and all of its assets remaining after payment of all of its liabilities shall be distributed to one or more organizations which the Board of Directors then determines is qualified as both (a) an organization organized and operated exclusively for a purpose the same as or related to those of the Association or for the purpose of education in journalism and (b) an organization recognized by the Internal Revenue Service as an organization described in Section 501(c)(3) or Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or successor provisions of any future federal tax law (the “Internal Revenue Code”).

Section 2.5. Tax Exempt Status.  It is intended that the Association shall have and continue to have the status of a corporation which is exempt from federal income tax under Section 501(a) of the Code as an organization described in Section 501(c)(6) of the Code.  The Articles of Incorporation and these Bylaws shall be construed accordingly and all powers and activities shall be limited accordingly.

ARTICLE III
MEMBERSHIP

Section 3.1. Classes of Membership.  The Association shall have one class of voting members (the “Regular Members”).  The manner of appointment and the qualifications and rights of the Regular Members shall be as set forth in the Articles of Incorporation.  The Association shall have four classes of nonvoting members:  Associate Members, Affiliate Members, Individual Members, and Student Members (collectively with the Regular Members, the “Members”).

(a) The Regular Members shall be comprised of Maine news-gathering organizations, excluding radio and television, that provide original news and editorial content, the majority of which is produced by local staff or purchased from recognized news sources, and that maintain a physical address in Maine for the express purpose of transacting business with the public. Each Regular Member’s qualification under the foregoing criteria shall be determined from time to time by the Board, and any such determination made in good faith shall be conclusive. Each Regular Member shall have one vote.

(b) The Associate Members shall be comprised of (1) Maine magazines, trade publications, periodicals and Web sites, free or paid, that provide original news and editorial content, the majority of which is produced by local staff or purchased from recognized news sources, and that maintain a known office for the express purpose of transacting business with the public, and (2) public relations, marketing or communications firms or offices, and nonprofit associations, agencies, organizations or groups whose missions do not conflict with the Association’s goals.  Associate Members shall have no voting privileges.

(c) The Affiliate Members shall be comprised of individuals and entities engaged in furnishing supplies, equipment or services to the Association’s members, or otherwise having a business interest in the purposes of the Association.  Affiliate Members shall have no voting privileges.

(d) The Individual Members shall be comprised of individuals either employed or formerly employed by the Regular Members, as well as freelance writers, editors, authors, columnists, photographers, videographers, graphic and web designers, critics, bloggers, and individuals engaged in public relations, marketing or any other occupation related to professional publishing, newsgathering, or journalism.  Individual Members shall have no voting privileges.

(e) The Student Members shall be comprised of student newspapers of Maine high schools, colleges and universities (whether supported by public or private funds), which are published on a regular, announced schedule with a known office of publication.  Student Members shall have no voting privileges.

Section 3.2. Membership Dues.  All members shall pay dues according to a structure established by the Board.  Dues may vary from class to class and may vary based on objective criteria intended to reflect the Members’ ability to pay.  The amount of dues to be paid by Members shall be reassessed from time to time by the Board and recommendations for changes shall be presented for adoption or rejection by vote of Regular Members at any meeting.

Section 3.3. Commencement of Membership.  A qualified newspaper shall become a Regular Member upon the full Board finding, by majority vote, that the prerequisite conditions set forth in Section 3.1(a) exist and upon tendering annual dues for the first year of membership.  Associate Members, Affiliate Members, Individual Members, and Student Members shall become such upon the full Board finding, by majority vote, that the prerequisite conditions set forth in Section 3.1(b) through (e) exist, as applicable, and upon tendering annual dues for the first year of membership.

Section 3.4. Temination of Membership.  Membership shall automatically terminate for non-payment of dues by April 1 of the year following the calendar year for which the unpaid dues are assessed.  Membership can be reinstated retroactively by majority vote of the Board upon payment of back dues.  The Board may terminate the membership of any Member other than a Regular Member without assignment of cause.  A Member whose membership is facing termination may appeal the decision and appear in person before the Board before the membership is finally terminated.

ARTICLE IV
BOARD OF DIRECTORS

Section 4.1. Management by Board.  The affairs of the Association shall be managed by its Board of Directors, which may exercise all powers of the Association and do all lawful acts and things necessary or appropriate to carry out the purposes of the Association.  The Directors shall also assist the President in all matters in which he or she desires their cooperation or advice.

Section 4.2. Number of Directors.  The number of Directors shall not be less than seven (7) nor more than fifteen (15) and shall be fixed from time to time by the Regular Members at an Annual Meeting, provided that no diminution in number of Directors shall serve to reduce an incumbent Director’s terms,

Section 4.3. Election and Term of Office.  The Directors shall be elected by the Members at the Annual Meeting as follows:

(a) Regular Directors.  All but two (2) of the Directors shall be employed by a Regular Member and shall be elected by the Regular Members present at each Annual Meeting (the “Regular Directors”).  The President shall nominate at least one eligible individual for each Regular Director position being filled, and additional nominations may be made by any Regular Member in advance or from the floor at the Annual Meeting.

(b) Associate-Member Director.  One (1) Director shall be employed by an Associate Member and shall be elected by the Regular Members present at the Annual Meeting.  Such Director shall have full voting privileges.

(c) U. Maine-Appointed Director.  One (1) Director shall be appointed by the chairperson of the University of Maine Department of Communication and Journalism and shall be a representative of the Department’s news editorial sequence.  Such Director shall have full voting privileges.

Each Director shall be elected to serve for a two (2) year term of office or until his or her successor has been duly nominated and elected. The Directors’ terms are to be staggered, so that approximately one-half of the Directors will stand for reelection each year.  The term of each Director shall commence at the end of the Annual Meeting during which such Director is elected.

Section 4.4. Student Member Liaison.  A student or faculty advisor involved with a Student Member shall be elected by the Regular Members present at each Annual Meeting to serve as the Student Member Liaison.  The President shall nominate at least one eligible individual for this position, and additional nominations may be made by any Student Member in advance or from the floor at the Annual Meeting.  The Student Member Liaison will normally be invited to participate in Board meetings as representative of the Student Members.  The Student Member Liaison shall have no voting privileges.

Section 4.5. Vacancies.  Any vacancy occurring on the Board of Directors may be filled temporarily by the affirmative vote of a majority of the remaining Directors. A person so appointed by the Board shall serve until the next Annual Meeting.  At such Annual Meeting, if the vacancy had occurred other than during the last year of the term, such vacancy shall be filled by the Regular Members until expiration of the term that would have been served had the vacancy not occurred.

Section 4.6. Removal of Directors.  Any Director who misses three board meetings in a fiscal year during his or her term without an excuse deemed justifiable by the President may be removed from the Board by a majority vote of the Board.  Such Director shall be notified of the impending vote and be allowed to speak to the Board prior to the vote. The Board may suspend or remove a Director at any time, with or without cause, by a two-thirds (2/3) vote of the Directors then in office.

Section 4.7. Resignation.  Any Director may resign at any time by giving written notice to the President of the Association. Such resignation shall take effect on the date of the receipt or at any later time specified in such notice.

Section 4.8. Compensation.  Directors shall serve the Association during their terms without remuneration, but nothing herein shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefor. The Board of Directors may approve funds to defray Directors’ expenses.

Section 4.9. Loans to Directors and Officers Prohibited.  The Association shall make no loans to any Director or Officer.

ARTICLE V
MEETINGS

Section 5.1. Meetings of Members.  The Regular Members shall meet annually, for the purpose of electing the Directors and Officers then standing for election or reelection as the case may be, and for the transaction of such other business as may come before the meeting (the “Annual Meeting”).  The Annual Meeting shall normally be held in the late summer or early fall during the Association’s Fall Conference, at such time and place as shall be selected by the President with the concurrence of the Directors. The Annual Meeting shall be open to representatives of all Members and to members of the public.  The Board shall provide at least twenty-eight (28) days notice of the date and time of the Annual Meeting to the Members of the Association.  The Members, or any class thereof, may meet at other times, upon reasonable notice, at such time and place as shall be determined by the President with the concurrence of the Directors or upon written request, submitted to the Secretary, of at least one-tenth (1/10) of the Members of such class that is to be convened.  The chief executive of each Regular Member shall notify the Association in writing of the name of the individual authorized to exercise such Regular Member’s rights with respect to the Association, including voting rights.  The Regular Member may revoke or amend such designation at any time, and each designation shall remain effective until revoked or amended by the Regular Member.

Section 5.2. Regular Meetings of Directors.  Regular meetings of the Board of Directors may be held with reasonable notice to all Directors at such time and at such place as may from time to time be determined by the Board.

Section 5.3. Special Meetings of Directors.  Special Meetings of the Board of Directors may be called by the President of the Association on his or her own motion or upon written request of any four (4) Directors, and held not less than three (3) nor more than twenty-eight (28) days after such notice is given to each Director in person, by mail, by electronic mail or by telephone.

Section 5.4. Waiver of Notice.  Whenever under the provisions of the statutes, Articles of Incorporation or these Bylaws notice is required to be given to any Member or Director, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a Member or Director at any meeting shall constitute a waiver of notice of such meeting, except where a Member or Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Members or the Board of Directors need be specified in the notice or waiver of notice of such meeting unless required by law or these Bylaws.

Section 5.5. Directors’ Participation by Telephone.  The Directors or any committee of the Board of Directors may hold a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence of the Director or committee member at such meeting. Notice of such meeting shall give each Director or committee member the telephone number at which, or other manner in which, he or she may participate in the meeting.  Reasonable notice of such a meeting shall also be provided to Members and Associate Members, and information shall be provided so the public may participate in any such meeting.  It is anticipated that any telephonic meetings only be held if necessary.

Section 5.6. Manner of Acting.  Except as specified by law or these Bylaws, the Board of Directors and Regular Members shall act by a majority vote of the Directors or Regular Members present at any duly called and held meeting at which a quorum is present.  Each Director and each Regular Member shall have one (1) vote.

Section.5.7. Board Action by Unanimous Consent.  Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if each Director consents to such action described in writing setting forth the action so taken, signed by all of the Directors, and filed with the minutes of the meetings of the Board of Directors.

Section 5.8. Informal Action by Directors.  Action of the Directors may be taken in accordance with the provisions of Section 708 of the Maine Nonprofit Associations Act, Title 13-B M.R.S.A.  In amplification of, and not in limitation of the foregoing, action taken by agreement of a majority of Directors shall be deemed action of the Board of Directors if all Directors know of the action taken and no Director makes prompt objection to such action. Objection by a Director shall be effective if written objection to any specific action so taken is filed with the Secretary of this Association within twenty-one (21) days of such specific action.

Section.5.9. Quorum; Adjournment.

(a) For meetings 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 shall cease to be present at any duly called or held meeting of Directors at which a quorum was once present, the Directors present thereafter may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  At the adjourned meeting, the Board may transact any business that might have been transacted at the meeting at which the adjournment was taken.

(b) For meetings of the Regular Members, one-fourth (1/4) of the Regular Members, represented in person, shall constitute a quorum for the transaction of business.  A majority of the votes entitled to be cast on a matter to be voted upon by the Regular Members represented in person at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law, the Articles of Incorporation or these Bylaws.

Section 5.10. Conduct of Meeting: Record of Meetings.  The President of the Association, or in his or her absence, the First Vice President or, in his or her absence, the Second Vice President or, in his or her absence, the Treasurer, or in his or her absence, any Director chosen by the Directors present, shall call meetings of the Board of Directors to order and shall act as the presiding officer for the meeting. The Secretary, or if he or she does not participate in the meeting, one of the Directors designated by the Board participating in the meeting, shall keep a record of the meeting.

Section 5.11. Notice.  Whenever under the provisions of the statutes, Articles of Incorporation or these Bylaws notice is required to be given to any Director or Member, such notice must be given in writing by personal delivery, electronic mail, U.S. mail, reputable commercial mail carrier, or telephone, at the address, email address, or phone number last supplied to the Association by such Director or Member, with postage or other delivery fees prepaid. Notice by regular mail shall be deemed to be given at the time it is deposited in the United States Mail.

ARTICLE VI
OFFICERS AND AGENTS

Section 6.1. Officers.  The Officers of the Association’s Board of Directors shall be a President, a First Vice President, a Second Vice President, a Treasurer, a Secretary, and such other officers as the Board of Directors may from time to time designate.  The Officers shall be Directors with the exception of an Executive Director, who shall serve at the Board’s discretion. Upon the conclusion of the Annual Meeting each year, the prior year’s First Vice President shall become the coming year’s President, and the prior year’s Second Vice President shall become the coming year’s First Vice President.  The Second Vice President, Treasurer, and Secretary shall be elected by the Board each year during its first meeting following the Annual Meeting.

Section 6.2. Other Officers and Agents.  The Board of Directors may appoint additional officers and agents, as it shall deem necessary. Such officers and agents 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, provided that such delegation shall not serve to usurp the authority of Officers elected by the Regular Members.

Section 6.3. Compensation.  The President, First Vice President, Second Vice President, Treasurer, and Secretary shall serve the Association during their terms in office without remuneration, but nothing herein shall be construed to preclude any such Officer from serving the Association in any other capacity and receiving compensation therefor. The compensation, if any, of all additional officers and agents of the Association shall be fixed by the Board of Directors.  The Board of Directors may approve funds to defray Officers’ expenses.

Section 6.4. Term and Removal of Officers.  The Officers of the Association’s Board of Directors shall hold office for a term of one (1) year or until their successors have been duly nominated and elected, but this provision shall not be construed as prohibiting an individual from holding an Office for two or more consecutive terms.  The term of each Officer shall commence upon election, except that the term of the President and First Vice President shall commence at the end of the Annual Meeting.  Any Officer may be removed with or without cause at any time by an affirmative vote of a majority of the Directors then in office at a duly called and noticed meeting. Any vacancy occurring in any office of the Association shall be filled by vote of the Directors.

Section 6.5. President of the Association.  It shall be the duty of the President to take active administrative charge of all affairs of the Association during his or her term in office. The President shall preside at all regular and special meetings of the Association, appoint all necessary committees, arrange (with the assistance of the Executive Director) all details for the programs of regular and special meetings and conferences, select the date and place of such meetings with the concurrence of the Directors, and in general be responsible for the orderly conduct of the affairs of the Association. The President shall be an ex-officio member of all standing and special committees.  The President shall perform all duties incident to the office of the President.

Section 6.6. First Vice President.  It shall be the duty of the First Vice President to preside at all regular and special meetings in the absence of the President and to assist him or her whenever requested.

Section 6.7. Second Vice President.  It shall be the duty of the Second Vice President to assist the President.

Section 6.8. Treasurer.  The Treasurer shall have charge and custody of and be responsible for all corporate funds and securities; keep full and accurate accounts of receipts and disbursements and books belonging to the Association; and deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings or when the Directors shall require, an account of his or her transactions as Treasurer and of the financial condition of the Association.  The Treasurer shall make a complete financial report of the affairs of the Association at each Annual Meeting.  The Treasurer shall provide a bond in such sum and with such surety or sureties as the Board of Directors shall determine; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her.

Section 6.9. Secretary.  The Secretary shall keep written records of all meetings of the Association and the Board of Directors.  The Secretary shall be responsible for keeping all additional documentation necessary for the administration and management of the Association and shall be responsible for providing required notice of meetings to the Members, Associate Members, and the public.  The Secretary shall provide all written records of the Association to his/her successor.

ARTICLE VII
COMMITTEES

Section 7.1. Committees.  The Board of Directors may establish an Executive and other committees and may delegate, to the extent permitted by law, to such committee or committees all the authority of the Board of Directors, or any such portion of authority, as it deems appropriate to assist in the management of the Association.

Section 7.2. Composition.  The Board of Directors shall appoint the members of each committee.  Each committee shall consist of at least one (1) Director and a set number of Members and/or Associate Members, one of whom shall be appointed by the President to serve as the Chairperson of such committee.

ARTICLE VIII
FINANCES

Section 8.1. General.  The Executive Director is authorized to collect and disburse association funds under general principles set by the President and the Directors. The Treasurer is charged with auditing these accounts and making the annual financial report.

Section 8.2. Checks.  All checks or demands for money and notes of the Association shall be signed by the Treasurer and such other officers or persons as the Board of Directors may from time to time designate.  Notwithstanding the foregoing, the Executive Director shall be authorized to sign checks of the Association, except that any check for an amount exceeding $1,000 will require a second signature from either the President or the Treasurer.

Section 8.3. Financial Commitments.  No person shall financially commit the Association without the express authorization of the Board of Directors.

Section 8.4. Fiscal Year.  The fiscal year of the Association shall end on December 31 unless otherwise fixed by resolution of the Board of Directors.

Section 8.5. Affiliations.  The Association may affiliate each year with regional and national media associations by payment from the Association treasury of the required amount prescribed for such affiliation.

ARTICLE IX
LIABILITY: INDEMNIFICATION

Section 9.1. Indemnification.  The Association shall in all cases, to the fullest extent permitted by the Maine Nonprofit Corporations Act, Title 13-B M.R.S.A. (the “Act”), indemnify any person who was or is involved in any manner (including, without limitation, as a party or a witness) in any threatened, pending or completed investigation, claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, any action, suit, or proceeding brought by or in the right of the Association to procure a judgment in its favor) by reason of the fact that that person is or was a Director or Officer of the Association, against all liabilities and expenses actually and reasonably incurred by the person in connection with such actions, suits or proceedings including but not limited to attorneys’ fees, judgments, fines and amounts paid in settlement.  This Section is subject to the limitations set forth in Section 9.2.

Section 9.2. Limitations on Indemnification.  No indemnification shall be provided for any person with respect to any matter as to which that person shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that that person’s action was in the best interests of the Association or, with respect to any criminal action or proceeding, had reasonable cause to believe that that person’s conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order or conviction adverse to such person, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith in the reasonable belief that his action was in the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 9.3. Requirement of Indemnification.  Any provision of Sections 9.1, 9.2 or 9.4 to the contrary notwithstanding, to the extent that a Director or Officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 9.1, or in defense of any claim, issue or matter therein, that person shall be indemnified against all expenses and liabilities, including attorneys’ fees, actually and reasonably incurred by that person in connection therewith.  The right to indemnification granted by this Section 9.3 may be enforced by a separate action against the Association, if an order for indemnification is not entered by a court in the action, suit or proceeding wherein he was successful on the merits or otherwise.

Section 9.4. Procedure.  Any indemnification under Section 9.1, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because that person has met the applicable standard of conduct set forth in Section 9.1 and Section 9.2.  That determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.  Such a determination, once made by the Board of Directors may not be revoked by the Board of Directors, and upon the making of such determination by the Board of Directors, the Director or Officer may enforce the indemnification against the Association by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors.

Section 9.5. Expenses.  Expenses incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by the Association in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 9.4 that, based solely on the facts then known to those making the determination and without further investigation, the person seeking indemnification satisfied the standard of conduct prescribed by Section 9.1 and 9.2.  Those persons making such determination may, in their discretion, require such person to provide the following to the Association:

(a) A written undertaking by or on behalf of the Officer or Director to repay that amount if that person is finally adjudicated:
(i) Not to have acted honestly or in the reasonable belief that the person’s action was in or not opposed to the best interests of the Association;
(ii) With respect to any criminal action or proceeding, to have had reasonable cause to believe that the person’s conduct was unlawful; and

(b) A written affirmation by the Officer or Director that the person has met the standard of conduct necessary for indemnification by the Association as authorized in this section.

The undertaking required by Paragraph (a) 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.

Section 9.6. Enforceability.  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 any bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in that person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, trustee, partner or fiduciary and shall inure to the benefit of the heirs, executors and administrators of such a person.  A right to indemnification may be enforced by a separate action against the Association, 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.

Section 9.7. Insurance.  The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or Officer 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 Association would have the power to indemnify that person against such liability under this Article.

ARTICLE X
CONFLICTS OF INTEREST

Section 10.1.  General.  As set forth in this Sections 10.2 through 10.4, a transaction may be approved by the Directors (or a committee thereof) notwithstanding a conflict of interest either if the transaction is fair at the time it was entered into, or if the material facts of the transaction and the director’s or officer’s interest are disclosed or known to the Board of Directors (or a committee thereof), when they approve the transaction.

Section 10.2. “Conflict-of-Interest Transaction” Defined.  A conflict-of-interest transaction is a transaction in which a Director or Officer of a corporation has a direct or indirect financial interest. For the purposes of this section, a director or officer has an indirect interest in a transaction if:

(a) Another entity in which the Director or Officer has a material interest or in which the Director or Officer is a general partner is a party to the transaction; or
(b) Another entity of which the Director or Officer is a director, officer or trustee is a party to the transaction.

Section 10.3. Procedure for Approval.  A transaction in which a Director or Officer of the Association has a conflict of interest may be approved before or after consummation of the transaction as follows:

(a) The Board or committee may authorize, approve or ratify a transaction under this section if the material facts of the transaction and the Director’s or Officer’s interest are disclosed or known to the Board or committee of the Board.  A conflict-of-interest transaction is approved if it receives the affirmative vote of a majority of those Directors who do not have a conflict of interest with respect to the transaction (the “Disinterested Directors”), but such a transaction shall not be approved by a single Director.  If a majority of the Disinterested Directors of the Association then in office vote to approve the transaction, then a quorum shall be deemed to be present.

(b) If the Board of Directors is unable to make a decision regarding a transaction and one or more of the Directors so requests, a transaction may be approved by the Regular Members of the Association in accordance with Sections 718.4.B and 718.6 of the Act.

Section 10.4. Disclosure; Manner of Acting.  The Directors shall guide their conduct with respect to conflict of interest transactions through implementation of the following procedural safeguards:

(a) Prior to taking his or her position on the Board of Directors and annually thereafter, each Director shall submit in writing to the President of the Association a list of all businesses and other organizations of which the Director is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder with at least 5% interest in all outstanding voting shares, employee or agent with which the Association has, or might be expected to have, a relationship or a transaction in which the Director might have a conflicting interest.  Each written statement will be resubmitted with any necessary changes annually.  The President shall become familiar with the statements of all Directors in order to guide his or her conduct should a conflict arise.  The Treasurer of the Association shall be familiar with the statement filed by the President.

(b) At such time as any matter comes before the Board of Directors in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict, whether disclosed by the Director’s written statement or not, and after answering any questions that might be asked of him or her, shall withdraw from the meeting for so long as the matter shall continue under discussion.  Should the matter be brought to a vote, the affected Director shall not vote thereon.  In the event that such Director fails to withdraw voluntarily, the President is empowered to and shall require that the affected Director remove himself or herself from the room during both the discussion and vote on the matter.  In the event the conflict of interest affects the President, the Treasurer is empowered to and shall require that the President remove himself or herself in the same manner, and for the duration of discussion and action on the matter, the Treasurer shall preside.

(c) If the matter is the item of business for which a special meeting of the Board of Directors was called, the affected Director shall not be counted to establish a quorum, nor shall he or she participate in the deliberations or vote thereon.

ARTICLE XI
AMENDMENTS

These Bylaws may be amended or repealed or new Bylaws adopted by the Regular Members at an Annual or Special Meeting, provided that the notice of the meeting and of the substance of the proposed change to the Bylaws is provided to members in writing 30 days prior to the meeting.  Adoption of an amendment shall require a two-thirds vote of the Regular Members present.

ARTICLE XII
EFFECTIVE DATE

These Bylaws shall take effect from the time of their adoption.

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