BYLAWS
OF
ALLIANCE OF WEST VIRGINIA CHAMPION COMMUNITIES, INC.
(Adopted April
__, 2005)
ARTICLE I
NAME AND OFFICES
1.1 Name. The name of the corporation is “Alliance of
West Virginia Champion Communities, Inc.”
1.2 Offices. The principal office and place of business
of the corporation is c/o Region 4–Planning and Development Council, 425 Main Street, Suite A,
Summersville, West Virginia 26651.
The Board of Directors may change the location of the principal office
and of the principal place of business, or either, from time to time as it may
deem advisable, and may also establish such offices or places of business
elsewhere as in the opinion of the Board may be advisable.
ARTICLE II
CORPORATE
STATUS
2.1 Non-Profit
Corporation. The corporation is,
and shall maintain its status as, a nonprofit corporation duly organized and in
good standing under the laws of the State of West Virginia and pursuant to
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the
“Internal Revenue Code”).
2.2 No
Distributions to Directors or Officers.
The corporation shall not make any direct or indirect transfer of money
or other property, or incur any indebtedness to or for the benefit of any of
its Directors or officers. This
provision, however, shall not prohibit the payment of reasonable compensation
for services rendered or the reimbursement of reasonable expenses.
2.3 501(c)(3) Tax-Exempt Entity. The corporation is, and shall maintain its
status as, a tax-exempt entity under Section 501(c)(3) of the Internal Revenue
Code. Notwithstanding any other
provision of these Bylaws, the corporation shall not carry on any activities
not permitted to be carried on by an entity exempt from federal income taxes under
Section 501(c)(3) of the Internal Revenue Code.
2.4 No Political Activity. The corporation shall not participate or
intervene directly or indirectly in any political campaign on behalf of, or in
opposition to, any candidate for public office and, except as provided in the
Internal Revenue Code, no substantial part of the activities of the corporation
shall consist of attempting to influence legislation.
2.5 No
Private Inurement. No part of the
net earnings from the corporation’s activities shall inure to the benefit of
any of its Directors, officers, or other individual or entity.
ARTICLE III
MEMBERSHIP & PURPOSE
3.1 Membership. As provided in the Articles of
Incorporation, the corporation shall have no members.
3.2 Purpose. The
purpose of the corporation shall be as set forth in the corporation’s Articles
of Incorporation.
3.3 Champion Communities. The corporation shall operate as an
alliance of Champion
Communities (each, a “Champion Community”, collectively, the “Champion
Communities”) as each such community is designated as such by the United States
Department of Agriculture (“USDA”).
ARTICLE IV
BOARD OF DIRECTORS
4.1 General Powers. All corporate powers are to be exercised by
or under the authority of, and the activities, property and affairs of the
corporation are to be managed under the direction of, the Board of Directors of
the corporation.
4.2 Number; Election;
Qualifications. The Board of
Directors shall consist of not fewer than three (3) Directors and shall
contain no more Directors than the number of communities in West Virginia that
have been designated, in any given fiscal year, as Champion Communities. The Board of Directors shall consist of at least one
duly authorized representative of each West Virginia designated Champion
Community as so designated by the USDA, unless and until otherwise determined
by the corporation’s Board of Directors.
A Director must be a representative of a Champion Community until such
time as the Board of Directors determines otherwise. Directors shall be elected at the first
annual meeting of the Directors and at every annual meeting thereafter. Each Director shall hold office until the
next succeeding annual meeting and until a successor is elected and qualified.
4.3 Resignation. Any Director may resign at any time by
delivering written notice of such resignation to the Board of Directors, the
Chair of the Board of Directors or the corporation. Such a resignation is effective when the notice is delivered,
unless the Board of Directors agrees to a later effective date.
4.4 Removal. Directors may remove one or more Directors with or
without cause. One or more Directors
may be removed by the Directors only at a meeting called for the purpose of
removing the Director or Directors and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is the removal of the Director
or Directors. A Director may be removed
only if the number of votes cast to remove the Director exceeds the number of
votes cast not to remove the Director.
4.5 Vacancies. Any vacancy in the Board of Directors,
including a vacancy resulting from by an increase in the number of Directors,
may be filled for the unexpired portion of the term by the Board of Directors. If the Directors then in office constitute
fewer than a quorum of the Board of Directors, the Directors may fill the
vacancy by the affirmative vote of a majority of the directors then remaining
in office. Any vacancy that will occur
at a specific later date, by reason of a resignation effective at a later date
under Section 4.3 or otherwise, may be filled before the vacancy occurs but the
new Director may not take office until the vacancy occurs.
4.6 Compensation. No Director shall receive any compensation
for attendance at meetings or other services performed as a Director; but, as approved by the Board of
Directors, a Director may be reimbursed for expenses
actually incurred in connection with the person’s service as a Director. Nothing contained herein shall be construed
as precluding any Director from serving the corporation in any other capacity
and receiving reasonable compensation therefor.
4.7 Meetings. The Board of Directors shall hold an annual
meeting in the month of July of each year, on such date as may be fixed by the
Board of Directors, either at the principal office of the corporation or at
such other place, either within or without the State of West Virginia, as the
Board of Directors may fix by resolution for the purpose of electing Directors
of the corporation, appointing officers and transacting such other business as
may come before the meeting. The Board
of Directors may provide by resolution for the holding of, and the date, time
and place for, additional regular meetings.
Special meetings of the Board of Directors may be called by the
President, Vice President or any three (3) Directors. Meetings of the Board may be held in or out of the State of West
Virginia.
4.8 Notice of Meetings. Regular meetings of the Board of Directors
may be held with a minimum of five (5) business day notice of the date, time,
place or purpose of the meeting. The Annual meeting shall require a minimum of
ten (10) business days notice of the date, time, and place of the meeting.
Notice of the date, time, place and purpose of any special meeting of the Board
of Directors shall be given by the Secretary of the corporation or by the
person or persons calling such meeting and shall state by whom it is
called. The notice of a special meeting
shall be given at least ten (10) business days before the date of such meeting,
either by written notice thereof mailed to each Director, or by telephone,
email or other electronic means.
4.9 Waiver of Notice. Any Director may waive any notice required
by law, the Articles of Incorporation or these Bylaws before or after the date
and time stated in the notice. Except
as otherwise provided in this Section 4.9, the waiver must be in writing, be
signed by the Director entitled to the notice, and be filed with the minutes or
corporate records. A Director's attendance
at or participation in a meeting waives any required notice to the 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.
4.10 Participation in
Meetings. Any or all Directors may participate in
any annual, regular or special meeting by, or such meeting may be conducted
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.
4.11 Quorum and Voting. One more Director than one-half of the sum
of the number of Directors fixed by the Board of Directors 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 the Directors present is the act of the Board of Directors. If at any meeting of the Board there is less
than a quorum present, a majority of the Directors present may adjourn the
meeting from time to time until a quorum is present. A Director who is present at a meeting of the Board of Directors
or a committee of the Board of Directors when corporate action is taken is
deemed to have assented to the action taken unless: (a) the Director objects at the beginning of the meeting or promptly
upon the Director’s arrival to holding it or transacting business at the
meeting; (b) the Director’s dissent or abstention from the action taken is
entered in the minutes of the meeting; or (c) the Director delivers written
notice of the Director’s dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation immediately after
adjournment of the meeting. The right
of dissent or abstention is not available to a Director who votes in favor of
the action taken.
4.12 Action by Directors
without Meeting. Any action which can be taken
at a meeting of the Board of Directors may be taken without a meeting if the
action is taken by all members of the Board.
The action without a meeting must be evidenced by one or more written
consents describing the action taken, signed by each Director, and included in
the minutes or filed with the corporate records reflecting the action
taken. Action taken without a meeting
is effective when the last Director signs a consent, unless the consent
specifies a different effective date. A
consent signed under this Section 4.12 has the effect of a meeting vote and may
be described as having the effect of a meeting vote in any document.
4.13 Conflicts of Interest. Pursuant to the terms and conditions of the
corporation’s conflicts of interest policy, no contract or transaction between
the corporation and one or more of its Directors or officers, or between the
corporation and any other corporation, partnership, limited liability company,
association, or other organization in which one or more of this corporation’s
Directors or officers are directors or officers, or have a financial interest,
is void or voidable solely for this reason, or solely because the Director or
officer is present at or participates in the meeting of the Board of Directors
or committee thereof which authorizes the contract or transaction, or solely
because any Director’s or officer’s votes are counted for the purpose, if:
(a)
the material facts as to the Director’s or officer’s relationship or interest
and as to the contract or transaction are disclosed or are known to the Board
of Directors or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority
of disinterested Directors, even though the disinterested Directors be less
than a quorum; or
(b)
the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors or the
committee of the Board.
Common or
interested Directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee thereof that authorizes
the contract or transaction. For the
purposes of this Section 4.13, a “disinterested director” means a director who, at the
time of a vote referred to in this Section, is not (i) a party to the contract
or transaction or (ii) a director or officer of, or a
person who has a direct financial interest, in one or more of the parties to
the contract or transaction being considered other than this corporation
or (iii) an individual having a
familial, financial, professional, business, or employment relationship with
one or more of the parties to the contract or transaction being considered
other than this corporation, which relationship would, in the circumstances,
reasonably be expected to exert an influence on the director's judgment when
voting on the contract or transaction being authorized. On any question
involving the authorization of any such contract or transaction, the names of
those voting each way shall be entered on the record of the proceedings.
4.14 Standards of Conduct for
Directors. When discharging the duties of a Director,
each Director shall act in good faith and in a manner the Director reasonably
believes to be in the best interests of the corporation. The members of the Board of Directors or a
committee of the Board, when becoming informed in connection with their
decision‑making function or devoting attention to their oversight
function, shall discharge their duties with the care that a person in a like
position would reasonably believe appropriate under similar circumstances. In discharging Board or committee duties a
Director, who does not have knowledge that makes reliance unwarranted, is
entitled to rely (a) on the performance by any of the persons specified in this
Section 4.14 to whom the Board may have delegated, formally or informally by
course of conduct, the authority or duty to perform one or more of the Board's
functions that are delegable under law and (b) on information, opinions,
reports or statements, including financial statements and other financial data,
prepared or presented by any of the persons specified in this
Section 4.14. In accordance with
the provisions of this Section 4.14, a Director is entitled to rely on:
(1) One or more officers or employees of the
corporation whom the Director reasonably believes to be reliable and competent
in the functions performed or the information, opinions, reports or statements
provided;
(2) Legal counsel, public accountants, or other
persons retained by the corporation as to matters involving skills or expertise
the Director reasonably believes are matters within the particular person's
professional or expert competence or as to which the particular person merits
confidence; or
(3) A
committee of the Board of Directors of which the Director is not a member, if
the Director reasonably believes the committee merits confidence.
4.15 Personal Liability of Directors. As provided in the Articles of Incorporation
of the corporation, no Director shall have any liability to the corporation for
monetary damages for any action taken, or any failure to take any action, as a
Director, except for (1) the amount of any financial benefit received by a Director to which
that person is not entitled, (2) an intentional infliction of harm on the
corporation, (3) an unlawful distribution, or (4) an intentional violation of
criminal law.
4.16 Record of the Board. The Board of Directors shall cause to be
kept a record of its proceedings, which shall be verified by the signatures of
the persons acting as chair and secretary of the meeting. Any member of the Board of Directors, at
such person’s request, shall have the right to have such Director’s vote
recorded in the minutes of the meeting on any question coming before the Board.
4.17 Required Meeting Attendance by Board
Members. Each member of the Board
of Directors is required to attend not less than seventy-five percent (75%) of
all regular, special and annual meetings held by the Board of Directors during
each fiscal year. The Board of
Directors shall have authority to remove such Director for failure to attend
such requisite number of meetings and may request of the respective Champion
Community that a new Director representing such Champion Community be appointed
to replace the existing representative of the Board of Directors.
ARTICLE V
COMMITTEES
5.1 Committees. The Board of Directors may establish
standing committees, or special committees, each of which shall have two or
more members, which shall have such duties, responsibilities and exercise the
authority of the Board of Directors, and which shall continue in existence for
such period of time, as may be determined by the Board of Directors. No committee, however, may: (1) fill vacancies on the
Board of Directors or on any of its committees; (2) amend the Articles of
Incorporation of the corporation; (3) adopt, amend, or repeal Bylaws of the
corporation; (4) approve a plan of merger; (5) approve a sale, lease, exchange
or other disposition of all, or substantially all, of the property of the
corporation; or (6) approve a proposal to dissolve the corporation. The creation of, delegation of authority to,
or action by a committee does not alone constitute compliance by a Director
with the standards of conduct required of the Director under law and these
Bylaws.
5.2 Creation and Appointment
of Committees. The creation of any
committee and appointment of members to it must be approved by a majority of
all the Directors in office when the action is taken. Unless the Board of Directors shall otherwise determine, the
President shall designate a chair and secretary, and may designate a vice
chair, for each committee. All members
of each committee shall be members of the Board of Directors, but others
appointed by the Board or the President who are not members of the Board may
participate as advisors to a committee.
Committee members serve at the pleasure of the Board of Directors.
5.3 Procedures for
Committees. Each committee shall conduct its business
pursuant to the rules set forth in Sections 4.7, 4.8, 4.9, 4.10, 4.11, 4.12,
4.13 and 4.16 of these Bylaws.
5.4 Executive Committee. The Board of Directors may establish an
Executive Committee, which shall consist of the Chairman of the Board of
Directors and the officers of the corporation. The Executive Committee shall
have and exercise all of the authority of the Board of Directors in the
management of the affairs of the corporation when the Board of Directors is not
in session, except as such authority may be limited by statute, by Section 5.1
of these Bylaws or by resolutions adopted by the Board of Directors from time
to time. All actions taken by the
Executive Committee, as evidenced by the minutes of its meetings or by consents
to action without a meeting, shall be reviewed at the next meeting of the Board
of Directors and, if appropriate, ratified and approved by the Board, but no
subsequent action by the Board shall affect the validity of any action taken
by, or pursuant to any action taken by, the Executive Committee which is within
its authority. Each member of the
Executive Committee shall hold office from the date of such member’s appointment
until the next regular meeting of the Board of Directors following the annual
meeting of the Board of Directors and until that person’s successor shall have
been appointed.
5.5 Advisory Task Forces. The
Board of Directors may establish advisory task forces, which shall have such
duties and responsibilities to advise or recommend action for consideration by
the Board, as may be determined by the Board of Directors. Unless the Board of Directors shall otherwise
determine, the President shall appoint the members of such advisory task
forces, and shall designate a chair and secretary, and may designate a vice
chair, for each such advisory task force.
At least one member of each such advisory task force shall be a member
of the Board of Directors of the corporation, but other committee members need
not be members of the Board.
ARTICLE VI
OFFICERS
6.l Officers. The officers of the corporation shall be a
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers, with such titles, powers and duties as designated by the Board of
Directors, as may be appointed by the Board of Directors, including, but not
limited to, a Chair of the Board, an Assistant Secretary and an Assistant
Treasurer. The President, any Vice
Presidents, the Secretary and the Treasurer must be Directors of the
corporation. Any two or more offices
may be held simultaneously by the same person.
6.2 Appointment and Term of
Office. The officers of the
corporation shall be appointed annually by the Board of Directors at its annual
meeting. Each officer shall hold office
from the date of the officer’s appointment until the next annual meeting of the
Board of Directors and until that officer’s successor shall have been
appointed. No officer may serve more
than two (2) consecutive terms in a particular office.
6.3 Compensation. The Board of Directors of the corporation
shall have the authority to fix the compensation, if any, of all officers,
including those who are members of the Board of Directors.
6.4 Bond. If required by the Board, the Treasurer,
Secretary, or any other officer, agent or employee shall give bond payable to
the corporation in such penalty and with such conditions and security as the
Board may require.
6.5 Removal and Resignation. The Board of Directors may remove any officer at any time
with or without cause. An officer may
resign at any time by delivering notice to the corporation. A resignation is effective when the notice
is delivered, unless the Board of Directors agrees to a later effective
date. If a resignation is made
effective at a later date and the corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor does not take office
until the effective date. The removal
or resignation of an officer does not affect the officer’s contract rights, but
the appointment of an officer does not itself create contract rights.
6.6 Vacancies. A vacancy in any office may be filled by the
Board of Directors for the unexpired portion of the term.
6.7 Standards of Conduct for
Officers. When performing in an official capacity, an
officer of the corporation shall act in good faith with the care that a person
in a like position would reasonably exercise under similar circumstances and in
a manner the officer reasonably believes to be in the best interests of the
corporation.
6.8 President. The President shall be the chief executive
officer of the corporation. The
President shall act as chair of and shall preside at all meetings of the Board
of Directors, unless the Directors shall appoint a Chair of the Board to
preside at meetings of the Directors.
Unless some other officer or agent is specially appointed and authorized
for the purpose, the President shall sign the name of the corporation to all
deeds, mortgages, contracts and other instruments made by the corporation,
except such as are necessary or incidental to the exercise of the powers vested
in other officers or agents by the Board of Directors; and, generally, the
President shall have and exercise supervision and control over all the
business, affairs and property of the corporation, and shall perform such
duties as are incident to the conduct of its business not otherwise provided
for in the Bylaws or by action of the Board of Directors.
6.9 Vice President. The Vice President shall in the absence or
incapacity of the President perform the duties of the President and shall have
such other powers and authority as may be assigned to the Vice President by the
Board of Directors, either generally or specially. If there shall be more than one Vice President, each shall have
such duties, powers and authority as may be assigned to each such Vice
President by the Board of Directors, and, unless otherwise provided by the
Board of Directors, each shall be authorized to perform the duties of the
President in the President’s absence or incapacity in the order of their
designation or appointment.
6.10 Secretary. The Secretary, or an Assistant Secretary,
shall attend all meetings of the Board of Directors and act as secretary
thereof, preparing and keeping the minutes of all meetings and consents of the
Board of Directors in a book to be maintained for the purpose. The Secretary, or an Assistant Secretary,
shall give or cause to be given, unless otherwise specially provided, notice of
all meetings of the Board of Directors, committees and other meetings of the
officers or representatives of the corporation, assuring that all notices are
given in accordance with the Bylaws or as required by law. The Secretary, or an Assistant Secretary,
shall affix the corporate seal to all documents required to be executed by the
corporation under its seal; shall authenticate records of the corporation; and
shall perform such other duties as may be prescribed for the Secretary, or
Assistant Secretary, by the Board of Directors or the President.
6.11 Treasurer. The Treasurer, or an Assistant Treasurer,
shall have custody of the corporate funds and securities, subject to the
supervision and control of the President.
The Treasurer shall cause to be kept full and accurate accounts of
receipts and disbursements of the corporation in proper books to be furnished
for that purpose by the corporation; cause all moneys and other valuable
effects to be deposited to the credit of the corporation, in such depositories
as may be designated by the Board of Directors; be responsible for disbursing
the funds of the corporation subject to such regulations as may be prescribed
by the Board of Directors, taking proper vouchers for such disbursements; and
such officer shall render to the President and to the Directors at regular
meetings of the Board, whenever they, or any of them, may request it, an
account of all transactions of the Treasurer’s office and of the financial
condition of the corporation, and such other reports as may from time to time
be required of the Treasurer by the President or the Board.
ARTICLE VII
INDEMNIFICATION
7.1 Indemnification. The corporation is obligated to provide
indemnification to any Director or officer to the fullest extent permitted by
law. For the purposes of such
obligation to indemnify, the words “Director” or “officer” means an individual, or the estate
or personal representative of an individual, who is or was a Director or
officer, respectively, of the corporation or who, while a Director or officer
of the corporation, is or was serving at the corporation's request as a
director, officer, partner, manager, trustee, employee, or agent of another
domestic or foreign corporation, partnership, joint venture, limited liability
company, trust, employee benefit plan, or other entity. A Director or officer is considered to be
serving an employee benefit plan at the corporation's request if that person’s
duties to the corporation also impose duties on, or otherwise involve services
by, that person to the plan or to participants in or beneficiaries of the plan.
7.2 Insurance. The corporation may purchase and maintain insurance on behalf
of an individual who is a Director or officer of the corporation, or who, while
a Director or officer of the corporation, serves at the corporation's request
as a director, officer, partner, manager, trustee, employee, or agent of
another domestic or foreign corporation, partnership, joint venture, limited
liability company, trust, employee benefit plan, or other entity, against
liability asserted against or incurred by such individual in that capacity or
arising from such individual’s status as a director or officer of this
corporation, whether or not the corporation would have power to indemnify or
advance expenses to the individual under law.
ARTICLE VIII
FINANCIAL AND RELATED MATTERS
8.1 Contracts. The Board of Directors may authorize any
officer or officers, agent or agents of the corporation, in addition to the
officers specifically authorized by these Bylaws, 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.
8.2 Checks and Notes. All checks, drafts, or orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the corporation shall be signed or countersigned by such officer or
officers, 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. In the absence of such determination by the
Board of Directors, such instruments shall be signed by the President or the
Treasurer of the corporation.
8.3 Deposits. All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such banks or
other depositories as the Board of Directors may select.
8.4 Accounting Records. The corporation shall maintain appropriate
accounting records. The Board of Directors may designate an independent auditor
or accountant to conduct an audit of the books and records of the corporation.
8.5 Borrowing. No loan shall be contracted on behalf of the
corporation, and no evidence of indebtedness shall be executed or issued in its
name, unless authorized by resolution of the Board of Directors.
8.6 Fiscal Year. The fiscal year of the corporation shall
begin on the first day of July of each year and end on the last day of June of
the following year.
8.7 Liability for Unlawful
Distributions to Directors and Officers.
Any Director who votes for or assents to any direct or indirect transfer of money or
other property, or incurrence of any indebtedness, by the corporation which is
not permitted by law or Section 2.2 of these Bylaws is personally liable to the
corporation for the amount of the distribution that exceeds what could have
been distributed pursuant to law or Section 2.2 if such conduct does not comply
with the standards of conduct established under law or Section 4.14 of these
Bylaws. For purposes of this section, a
Director is deemed to have voted for a distribution if the Director was present
at the meeting of the Board of Directors at the time the distribution was
authorized and did not vote in dissent, or if the Director consented to the
vote pursuant a written consent in lieu of action taken at a meeting.
8.8 Budgets. The corporation shall prepare annual
operating and capital expenditure budgets, which shall not be effective until
approved by the Board of Directors.
8.9 Seal. The seal to be here impressed, containing
the name of the corporation and the words "Corporate Seal, W. Va.,"
is hereby adopted as and for the corporate seal of the corporation. The Board of Directors may change the form
of the seal or the inscription thereon at pleasure.
ARTICLE IX
RECORDS AND REPORTS
9.1 Corporate Records. The corporation shall keep as permanent records minutes
of all meetings of the Board of Directors, a record of all actions taken by the
Board of Directors without a meeting, and a record of all actions taken by any
committee of the Board of Directors in place of the Board of Directors on
behalf of the corporation. The
corporation shall keep a copy of the following records at its principal
office: (1) its Articles of
Incorporation, or any restatement thereof, and all amendments to them currently
in effect; (2) its Bylaws and all
amendments to them currently in effect; (3) resolutions adopted by its Board of
Directors; and (4) a list of the names and business addresses of its
current Directors and officers.
9.2 Inspection of Records by Directors. A Director of the corporation is entitled
to inspect and copy the books, records and documents of the corporation at any
reasonable time to the extent reasonably related to the performance of the
Director’s duties as a Director, including duties as a member of a committee,
but not for any other purpose or in any manner that would violate any duty to
the corporation.
ARTICLE X
AMENDMENT
10.1 Amendment Generally. These Bylaws may be amended or repealed by
the Board of Directors.
10.2 Amendment Changing Quorum or Voting
Requirement. Action by the Board of
Directors to amend or repeal a bylaw that changes the quorum or voting
requirement for the Board of Directors must meet the same quorum requirement
and be adopted by the same vote required to take action under the quorum and
voting requirement then in effect or proposed to be adopted, whichever is
greater.
ARTICLE XI
NOTICE
11.1 Forms of Notice. Notice under these Bylaws must be in writing
unless oral notice is reasonable under the circumstances. Notice by electronic transmission is
considered written notice. Notice may
be communicated in person; by mail or other method of delivery; or by
telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may
be communicated by a newspaper of general circulation in the area where
published, or by radio, television, or other form of public broadcast
communication.
11.2 Effective Date of Notice. Written notice, if in a comprehensible form,
is effective at the earliest of the following:
(1) when received; (2) five days after its deposit in the United States
mail, if mailed postpaid and correctly addressed; or (3) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee. Oral notice is effective when communicated,
if communicated in a comprehensible manner.