The Corporation is not organized for any pecuniary profit. It shall not have any power to issue stock certificates or declare dividends and no part of its net earnings shall inure to the benefit of any member, director, officer or individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation in carrying out one or more of its purposes.

 

Subject to the foregoing, the Corporation shall have the purposes as set forth in the Articles of Incorporation of the Corporation.

 

 

The Board of Directors of the Corporation may adopt, and revise from time-to-time at its discretion, a Code of Ethics by which all Members shall abide.

 

 

 

3.1 CLASSES OF MEMBERSHIP. There shall be two classes of membership designated as “Active” and “Associate.” 

 

(a)        Active membership shall be limited to persons, sole proprietorships, partnerships, corporations or other business entities qualified or licensed in, and actively engaged in, the land title evidencing business in the State of Maryland. As a precondition to membership, each applicant for Active Membership shall subscribe to the Code of Ethics of this Corporation and agree to be governed by its By-Laws. 

 

(b)        Associate Membership shall be limited to those persons, sole proprietorships, partnerships, corporations or other business entities of good character and business reputation that are not qualified for Active Membership, but who are engaged in any trade, industry or profession related to land title evidencing in the State of Maryland. As a precondition to membership, each applicant for Associate Membership shall agree to abide by the provision of the Corporation’s By-Laws and subscribe to the purposes and objectives of the Corporation as set forth in the Articles of Incorporation and By-Laws of the Corporation. The Associate Membership shall not be entitled to a Vote in the Corporation’s affairs.

 

 

 

3.2   APPLICATION FOR MEMBERSHIP. All applications for membership shall be in writing and shall be addressed to the Secretary of the Corporation or other person designated by the Board of Directors. No applicant shall become a member of the Corporation unless such application for membership shall have been approved by the Board of Directors.

 

 

3.3 RESIGNATION -- TERMINATION OF MEMBERSHIP. Any member may terminate its membership in the Corporation by filing a written withdrawal from the Corporation with the Secretary. Such withdrawal will not relieve the member from the payment of all dues, accounts and other obligations which are due and owing to the Corporation as of the date of withdrawal, or obligations which the member has incurred for future payment, which payment shall be made when due.

 

3.4 MEMBERSHIP NOT TRANSFERRABLE. Membership and the rights afforded Members in this Corporation are not transferable or assignable and any such attempted transfer or assignment shall be void.

 

 

4.1 ANNUAL MEETING. The Annual Meeting of Members shall be held in September of each year at a time and place as shall be determined by the Board of Directors. Such date shall not be a legal holiday. The Annual Meeting shall be held for the transaction of such business as may properly come before the meeting, including the election of officers and directors pursuant to Section 4.2.

 

4.2 ELECTION MEETING. The Election Meeting shall be held in September of each year in conjunction with the Annual Meeting of the members. The Election Meeting shall be held for the purposes of electing officers and at-large directors.

 

4.3 REGULAR MEETING. The date, time, and place of any regular meeting shall be determined by the Board of Directors.

 

4.4 SPECIAL MEETINGS. Special meetings of members may be called by the President, the Executive Vice President, Vice President, the Board of Directors or upon the written request of the lesser of (i) members entitled to cast 25% of all votes entitled to be cast at the meeting, or (ii) any ten members of the Corporation.

 

4.5   PLACE OF MEETING. The place of any special meeting shall be at a place designated by the Board of Directors.

 

4.6 NOTICE OF MEETINGS. Written notice of any regular or special meeting of members shall be delivered to each Member not less than ten nor more than 60 days before the date of such meeting (except as otherwise provided in this By-Laws), by mail, postage prepaid, facsimile, or by electronic mail. All such notices shall state the place and time of the meeting.

 

 

4.7 QUORUM. The presence in person or by duly registered proxy, as specified in Section 4.10 of this Article IV, of twenty percent (20%) of the Active Members of the Corporation shall constitute a quorum at all meetings of the Membership, except as may be otherwise provided by law, the Articles of Incorporation of the Corporation, or these By-Laws.

 

 

(a)   adjourn the meeting from time to time without any further notice, except by announcement at the meeting, until such time as a quorum shall be present, in which event such business may be transacted which might have been transacted if the meeting had been held as originally called; OR

 

(b) provide written notice pursuant to Section 5-206 of the Corporations and Associations Article of the Annotated Code of Maryland, of a new date and time for the meeting, at which time, the Active Members present in person, regardless of their numbers, shall for all purposes be deemed to constitute a quorum, and may approve and authorize the proposed actions and take any other action which could have been taken at the original meeting if a sufficient quorum had then been present.”    

 

 

4.8 VOTING. Unless otherwise required or permitted by law, the Articles of Incorporation or these By-Laws, the action of a majority of members present at a meeting at which a quorum is present shall be the action of the membership. The election of officers and directors shall be by plurality vote. For such election of officers and directors, each Active Member shall have one (1) vote, to be cast by the member in person or by written ballot or by proxy as specified herein in Article IV, Section 4.10   In the case of a member which is a corporation, trust or other entity, its vote may be cast by its delegate who shall be an officer or director or its duly authorized representative thereof. For all other matters, each active member shall have one (1) vote, to be cast by the member in person or by proxy as specified herein in Article IV, Section 4.10.

 

4.9    IDENTITY OF MEMBERS. The members of the Corporation shall be composed of those members who shall have been approved as such by a majority of the Board of Directors, and shall retain their status as members so long as they pay any and all annual dues imposed by the Corporation upon its members.

 

4.10 PROXY FORM. The Corporation shall include with the Notice of Meetings, as specified herein in Article IV, Section 4.6, a general proxy, assigned to the Secretary of the Association or such person/party as designated by the member entitled to vote. The person so designated must be a member eligible to vote. Said proxy when executed and received by the Secretary by 5:00 p.m. two business days prior to the date of the Meeting shall be duly registered. A member may limit the general proxy provided with the meeting notice, by written notation on the proxy. Any such proxy may be rejected if the Secretary determines that the instructions contained therein are not clear and unambiguous or that the designee is not clearly identified or is not a member eligible to vote. A proxy form may be executed along with a ballot form, as specified in Section 4.11 herein, for other items that may come before a duly called meeting should the member desire.

 

4.11 BALLOT FORM. With respect to the Elections Meeting, a ballot form for the election of officers and directors shall be sent to each of the Active Members eligible to Vote. Any Active Member unable to attend the Elections Meeting shall be entitled to cast his Vote for officers and directors by such mailed ballot. Such ballots when duly acknowledged and received by the Secretary by 5:00 p.m. at least two business days prior to the date of the Elections Meeting, shall be deemed to be duly registered.

 

 

 

5.1   SECTIONS AND MEMBERSHIP THEREIN. The following Sections of the Corporation are hereby established for the active membership:

 

 (a)       Title Insurance Underwriters Section, which shall include all Active members that are title insurers or affiliated entities in which a title insurer has a controlling interest as determined by the Board of Directors.

 

(b)        Abstractors and Title Insurance Agents Section, which shall include all Active members that are abstractors or title insurance agents and are not members of the title insurance Underwriters Section as defined above.

 

5.2 SECTION POWERS AND VOTING. Each Section is created for the purposes of investigating, discussing and voting upon matters referred to it by the Board of Directors in accordance with Article VI, Section 6.8. and taking such other action authorized under these By-Laws upon determination by the Board of Directors that an issue is a Section issue.

 

(a)        Upon referral to the Sections of an issue by the Board of Directors, each Section shall negotiate, investigate and discuss the issue with its members and among the Sections to attempt to obtain consensus or agreement in development of a Corporation position or course of action for the issue.

 

(b)        Said compromise/consensus referred to above shall be obtained within twenty-one (21) calendar days, unless an extension is agreed to by both Sections. At the expiration of the aforesaid ten (10) business days or the extended period agreed to by both Sections, each Section Chair shall report to the Board of Directors the positions of each Section at a Board of Directors meeting to be held within three (3) business days of the expiration of the ten day period, as extended.

 

(c)        At said Board of Directors meeting the Board shall vote on the issue. If the Sections report that they have obtained consensus or agreement in the development of a Corporation position or course of action for the issue referred down, the Board shall ratify said position by vote and undertake steps to implement the consensus/course of action. 

 

(d)        If the Sections report that they have not obtained consensus or agreement in the development of a Corporation position or course of action for the issue referred down, the Board shall attempt to do so. In such instance, the issue shall be deemed resolved only by an affirmative vote of each Section Chair and the majority of the remaining board members eligible to vote and present at such meeting at which a quorum exists. If such an affirmative vote is not obtained, the issue is deemed to be a Section Issue. 

 

In the event any issue is deemed to be a Section Issue, each Section may adopt a public position, which shall be identified solely as the Section's position and not that of the Corporation as a whole. In the furtherance of a Section Issue, each Section shall take such steps as it deems appropriate, including, but not limited to, soliciting voluntary contributions, hiring a lobbyist or other individual or firms to further the objectives of that Section on the said issue.

 

Each Section may adopt by-laws that are not inconsistent or in conflict with the By-laws of the Corporation.

 

 

5.3 SECTION MEETING.   Each Section shall meet:

(a) At such dates and times designated by the Section Chair or, in his absence, another member of each Section to discuss and vote only upon matters referred down to the Section in accordance with Article VI, Section 6.8

(b) Annually not less than forty (40) days prior to the Election meeting for the sole purpose of nominating and appointing a Section Chair, who shall take office at the time of installation of the officers and directors at the Annual Meeting and nominating two at-large directors from that section who shall be included on the slate proposed to the membership at the election meeting.

(c) Respective Sections may also meet for nominating purposes and to fill any vacancy in the Board of Directors or in any office in accordance with Article VI, Section 6.12 and Article VIII, Section 8.4. Such meetings shall not be at dates, times or places that will conflict with regular meetings or such other meetings of the Corporation as may be called from time to time.

5.4 SECTION ADMINISTRATION. Administration of each Section shall be vested in a Section Chair who shall be an Active member from that Section or a member or employee of a partnership or other business entity or an officer or employee of a corporation that is an Active member from that Section. The Chair of each Section shall preside at all meetings of his respective section or in his absence, another member nominated and appointed by the members of that section in attendance at a meeting thereof.

5.5 NOMINATION AND ELECTION OF THE SECTION REPRESENTATIVES.

(a) Each Section shall elect its Section Chair and nominate two additional members to serve as at large members of the Board of Directors until October 31^st of the following year or until the term of his successor commences. Such elected Section Chair and additional nominees may not be individuals nominated as an officer by the Nominating Committee as set forth in Section 7.1 nor may the nomination of any such individual result in a violation of the restriction set forth in Section 6.3.                 

(b)    Each Section shall distribute its report of elected Section Chair and nominees to the board at least thirty (30) days prior to the Election Meeting.

 

 

 

6.1 GENERAL POWERS. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

 

6.2 NUMBER AND TERM OF OFFICE. The number of directors shall be twelve or such lesser number as determined by the Board if there are less than twelve eligible members. Each Director shall serve until the following October 31^st or until the term of his successor commences.

 

6.3 NOMINATION AND ELECTION OF DIRECTORS. At each Election Meeting, the membership shall first elect the officers of the Corporation as provided in Article VIII, Section 8.2 of these By-Laws. The Board of Directors of the Corporation shall consist of the President, Executive Vice President, Vice President, Secretary, and Treasurer so elected and the immediate Past President, the Chair of the Title Insurance Underwriters Section, Chair of the Abstractor and Title Insurance Agents Section and two other members from each section provided, however, that no more than three Directors (including officers and board members) from the same partnership, other business entity, corporation or family of partnerships, other business entities or corporations may serve on the Board of Directors at the same time.

 

6.4 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without notice immediately after and at the same place as the Annual Meeting of the membership. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution. Notwithstanding the foregoing, the Board of Directors shall meet at such times and with such frequency as necessary to effectively discharge its duties and, in any event, must meet not less than four times a year.

 

6.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President or upon the written request of any three directors. The President shall convene a special meeting of the full Board in person or via telephone conference call or other electronic medium. The person or persons authorized to call special meetings of the Board of Directors may fix the date, time, and place for holding any special meeting of the Board of Directors called by them.

 

6.6 NOTICE. Notice of any special meeting shall be given at least three business days prior thereto by at least one of the following methods: (1) by written notice delivered personally, (2) by notice delivered by electronic medium or (3) by written notice mailed overnight postage prepaid to each director at his business address. If mailed overnight, such notice shall be deemed to be delivered when deposited in the overnight mail receptacle or delivered to the overnight mail carrier. If notice is given by electronic medium, such notice shall be deemed to be delivered when the transmission is completed. The attendance of a director at a meeting or his execution of a waiver of notice which is filed with the records of the Corporation shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

6.7 QUORUM. At any meeting of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business.

 

6.8 VOTING. The act of a majority of the directors eligible to vote and present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors except for matters involving a determination of the public position of the Corporation on any regulatory, judicial, or legislative matter or only such other matters as may be deemed by the Board of Directors to be eligible to be referred to the Sections under Article V, Section 5.2 and which shall have been referred to the Sections for consideration. For such matters, any member of the Board of Directors eligible to vote and having been present at such meeting may refer the matter to the Sections in accordance with Article V, Section 5.2; and such matters to be voted upon in accordance with the provisions of Section 5.2(d). 

 

6.9 REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or without cause by a majority vote of the membership.

 

6.10 RESIGNATION. A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

 

6.11 DISQUALIFICATION. A Director (including an Officer) who no longer qualifies for the Section to which he was elected must notify each member of the Board of Directors in writing, which may include written notice by electronic communication, of the fact that he no longer qualifies for such Section. Such notice must be given prior to the next validly called meeting of the Board of Directors but not more than thirty (30) days after the earlier to occur of:

(a) The date on which he knew or should have known that he no longer qualified for membership in the Section to which he was elected or

(b) If the changes result from the acceptance of employment, the first date of employment 

hereinafter collectively referred to in the alternative as the “Notice Date”. Unless, within forty five (45) days of such Notice Date, the Board of Directors by majority vote, which majority vote must include the Chair of the Section to which the Director belonged, elects to retain such Director, the Director shall be immediately removed from the Board and Office, if applicable, and a vacancy shall be deemed to have occurred. The Director who no longer qualifies for the Section to which he originally belonged must abstain from this vote. Further, the Chair of the Section to which the Director belonged must cast his vote in accordance with the majority vote of his Section cast at a meeting held in accordance with Section 5.3 ( c ) of these by-laws.

 

6.12 VACANCY ON BOARD. Vacancies on the Board of Directors resulting from a Directors death, illness, resignation or any other cause shall be filled by a member from the same Section to which that Director belonged who shall be nominated by a vote of that Section. The Section shall report to the Board the name of the individual nominated to fill the vacancy, at which time the Board shall confirm the Section's selection by majority vote. If confirmation by majority vote is not obtained the vacancy shall be filled by the membership in accordance with Article IV, Sections 4.2 and 4.8. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

 

6.13 COMPENSATION. No compensation shall be paid to directors for their services in such capacity, but, by resolution of the Board of Directors, expenses incurred for actual attendance at each regular or special meeting of the Board of Directors may be authorized. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

 

6.14 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 his dissent or abstention shall be entered in the minutes of the meeting or unless he shall file his written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward his dissent or abstention within 24 hours after the meeting is adjourned by certified mail, return receipt requested, to the Secretary of the Corporation. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

 

 

7.1 NOMINATING COMMITTEE. The Nominating Committee of the Corporation, the sole standing committee of the Corporation, shall be composed of the then Executive Vice President and the then Chair of each Section. The Executive Vice President shall be the Chair of the Nominating Committee . The Nominating Committee of the Corporation shall:

(a) select candidates at least ninety (90) days prior to the next Election Meeting and each Election Meeting thereafter to fill expiring terms for the offices of President, Executive Vice President, Vice President, Treasurer, and Secretary.

(b) distribute its report to the Board and the Section Chairs at least sixty (60) days prior to the Election Meeting.

 

 

7.2 TERM OF MEMBERSHIP. The members of the Nominating Committee shall serve until they have been replaced in accordance with these By-Laws.

 

7.3 SPECIAL COMMITTEES. The Board of Directors may designate additional committees to carry out the functions of the Corporation and shall appoint the members of each committee from among the members of the Corporation. Each such committee shall serve at the pleasure of the Board of Directors. The Board of Directors shall ensure that at least one member from each Section serves on each committee and at least one member is a Board member.

 

 

8.1 OFFICERS.   The elected officers of the Corporation shall be a President, an Executive Vice President, a Vice President, a Secretary, and a Treasurer. The offices of President and Executive Vice President shall not be from the same Section when elected. No person shall hold more than one office.

 

8.2 ELECTION AND TERM OF OFFICERS. The officers of the Corporation shall be elected annually at the Election Meeting of the Corporation in accordance with the provisions of Article IV, Section 4.2 and 4.8 and shall assume office on the following November 1^st. Each officer shall hold office for one year or until the term of office of his successor commences.

 

8.3   REMOVAL. Any or all of the officers may be removed with or without cause by a majority vote of the membership.

 

8.4 VACANCIES. A vacancy in any office, with the exception of the office of President, because of death, resignation, removal, disqualification or otherwise shall be filled by a member from the same Section to which that Officer belonged who shall be nominated by a vote of that Section. The Section shall report to the Board the name of the individual nominated to fill the vacancy, at which time the Board shall confirm the Section's selection by majority vote. If confirmation by majority vote is not obtained the vacancy shall be filled by the membership in accordance with Article IV, Sections 4.2 and 4.8. An officer elected or appointed to fill a vacancy caused by resignation, death or removal, shall hold office for the unexpired term of his predecessor. Should the office of President be vacated for any reason, the Executive Vice President shall assume the office. In such instance, the vacancy created in the Executive Vice President position shall be filled by an individual from the Section that the President represented.

8.5 PRESIDENT. The President shall be the principal executive officer of the Corporation and shall supervise all business and affairs of the Corporation. He shall preside at all meetings of the membership and the Board of Directors. He may sign with the Secretary or other proper officers of the Corporation, all agreements, documents or instruments executed on behalf of the Corporation. He shall perform such other duties as may be prescribed for him by the Board of Directors.

 

8.6 EXECUTIVE VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. He shall perform such other duties as may from time to time be assigned to him by the President or Board of Directors.

 

8.7 VICE PRESIDENT. In the absence of the President and the Executive Vice President, the Vice President shall perform all duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. He shall perform such other duties as shall be from time to time assigned to him by the President or Board of Directors.

 

8.8 TREASURER. The Treasurer shall have the charge and custody of and be responsible for all funds and securities of the Association. He shall receive and give receipt for any funds due and payable to the Corporation and shall deposit all monies of the Corporation in the name of the Corporation in such banks or other depositories as may be selected by the Board of Directors. The Treasurer shall present the Board of Directors on a quarterly and fiscal year basis with a financial statement accurately representing the financial affairs of the Corporation. He shall perform all duties as may be assigned to him by the President or the Board of Directors. He may be bonded in such amount as may be determined by the Board of Directors. The quarterly statement need not be prepared by a Certified Public Accountant, however the fiscal year statement shall be prepared by a Certified Public Accountant; the cost to be borne by the Corporation.

8.9 SECRETARY. The Secretary shall keep the minutes of the meeting of the Board of Directors and the membership in one or more books provided for that purpose, which books shall be available for review by the Active Members. He shall see that all notices are given in accordance with the provisions of these By-Laws or as required by law. He shall be the custodian of the corporate records and the seal of the Corporation and shall cause a seal of the Corporation to be affixed to all documents where such seal shall be required. He shall keep a register of the post office address of each Active Member as furnished to him by such Active Member. He shall perform all duties incident to the office of the Secretary and such other duties as from time to time shall be assigned to him by the President or the Board of Directors.

 

 

 

9.1 CONTRACTS. All contracts of the Corporation shall be approved by the Board of Directors and executed on behalf of the Corporation by the President and attested by the Secretary.

 

9.2 PAYMENT OF BILLS. All bills, invoices, or other demand for payment by the Corporation shall be approved prior to payment by the President, Executive Vice President, or Vice President, and if so approved, shall be paid by the Treasurer.

9.3 CHECKS AND DRAFTS. All instruments, checks, drafts, or other orders for the payment of money, shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as shall be determined from time to time by resolution of the Board of Directors. In the absence of such resolution, all such instruments shall be valid when signed by the Treasurer, provided that any check, draft, or other order for payment in an amount in excess of $5,000 shall only be valid and properly issued when signed by the Treasurer and countersigned by the President, Executive Vice President, or Vice President.

 

9.4 DEPOSITS. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may approve.

 

9.5 GIFTS. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise. Such gift shall be placed in a special fund and shall be held for the general purposes and uses of the Corporation or for such purpose or use as is set forth by the terms of the gift.

 

9.6 DISTRIBUTION OF ASSETS UPON DISSOLUTION. In the event of the dissolution of the Corporation, or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property and assets of the Corporation shall be distributed to such non-profit corporation, municipal corporation or corporations as may be selected by the Board of Directors in a manner to best perpetuate the purposes of this Corporation. In no way shall any of the assets or property of this Corporation or the proceeds of any assets or property of the Corporation be distributed to members in the event of dissolution and liquidation.

 

 

 

10.1 MEMBERSHIP FEE. The Board of Directors shall determine from time to time the amount of the membership fee, if any, payable by new members to the Corporation. 

10.2 ACTIVE MEMBER CORPORATION DUES AND ASSESSMENTS. An Annual Budget prepared by the Treasurer or a budget committee appointed in accordance with Article VII, Section 7.4 shall be submitted to and voted upon by the Board of Directors at least 60 days prior to the end of each fiscal year. Upon approval of the budget by a majority of the Board of Directors, the Board of Directors shall determine the dues to be paid by each active member of the Corporation. The annual dues and assessments payable by each class of members of the Corporation shall be determined and assessed each year by the Board of Directors. The annual dues shall be payable in advance on or before the first day of November of each year. 

10.3 VOLUNTARY SECTION CONTRIBUTIONS. Each Section may solicit voluntary Section contributions for matters to be undertaken by that Section. Said contributions shall be deposited in the corporation's accounts for the benefit of said Section. Said funds may be disbursed in accordance with Section 10.7 herein.

 

10.4 ASSOCIATE MEMBER CORPORATION DUES AND ASSESSMENTS. The dues payable by Associate members of the Corporation shall be determined and assessed annually by the Board of Directors. 

10.5 NON-PAYMENT. When any member of the Corporation shall be in default of payment of dues or assessments for three months after the dues or assessments become payable, such membership may thereupon be terminated by the action of the Board of Directors. Unless waived by the Board of Directors, during the period that any member is in default of payment of dues or assessments, such member shall not be entitled to vote at any membership meeting. Any member of the Board of Directors who shall be in default of payment of dues or assessment for three months after the dues or assessments become payable shall not be entitled to vote on any matters which may come before the Board of Directors.

 

10.6 DISTRIBUTION OF DUES. Should a matter be referred to the Sections by the Board of Directors in accordance with Article VI, Section 6.8 and a resolution of the issue is not obtained as provided for in Article V, Section 5.2, then, upon request of the Chair of either Section and upon Board approval, the lesser of ten percent (10%) of the total funds on hand or one third of the annual dues collected that year, shall be divided between the Sections based on the ratio of the members of that Section to the members of the Corporation for the specific matter referred.

 

10.7 DISTRIBUTION OF VOLUNTARY SECTION CONTRIBUTIONS. Upon the written request of the Section Chair, the Treasurer shall disburse voluntary Section contributions held by him to the Section; said amount not to exceed the amount being held by the Corporation on behalf of the Section. Said amount shall be disbursed in accordance with Article IX, Section 9.3.

 

 

 

The fiscal year of the Corporation for dues purposes shall be from November 1^st to October 31^st. The fiscal year for the Corporation for tax purposes shall be as determined by resolution of the Board of Directors.

 

 

12.1 LIABILITY OF DIRECTORS AND OFFICERS. No director or officer of the Corporation shall have any liability in connection with his performance as a director or officer of the Corporation for money damages, except that such officer or director shall be liable to the Corporation or its stockholders:

 

(a)        to the extent that it is proved that the officer or director actually received an improper benefit or profit in money, property, or services, for the amount of the benefit or profit in money, property or services actually received; or

 

(b)         to the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding in the proceeding that the officer’s or director’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

 

12.2 INDEMNIFICATION. The Corporation may indemnify any director or officer of the Corporation made a party to any proceeding, upon the action of a majority of directors not made a party to such proceeding, against judgments, penalties, fines, settlements, and expenses, including attorneys’ fees, actually incurred and when incurred by the director or officer in connection with the proceedings for his action and in an official capacity, unless it is proved that: 

 

(a)        the act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;

 

(b)        the director or officer, with actual knowledge thereof, actually received an  improper  personal benefit in money, property or services; or

 

(c)        in the case of any criminal proceeding, the director or officer had actual knowledge that the act or omission was unlawful.

 

Payments under this Section 12.2 shall be made upon the terms and conditions determined by the action of a majority of the directors not made a party to such proceeding, and, unless otherwise required, shall not require that a determination be made that indemnification is proper, provided that the Corporation has received  (i) a written affirmation by the director or officer of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met and (ii) a written undertaking by or on behalf of the director or officer to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. The undertaking required herein shall be an unlimited general obligation of the director, need not be secured, and may be accepted without reference to the financial ability to make the repayment.

 

The By-Laws of the Corporation may be amended, modified or repealed by a majority vote of the Active Members of the Corporation called in accordance with the provisions of these By-Laws. Notwithstanding the foregoing, the provisions of Sections 12.1 and 12.2 of these By-Laws  relating to the liability and indemnification of directors and officers may only be amended, modified or repealed upon the recommendation of such amendment, modification or repeal by the Board of Directors and the approval thereof by two-thirds (2/3) of the members of the Corporation.

 

 

Whenever used herein the term "his "means "his/her" and the term "he" means "he/she".