Greensboro Jaycees Propose Entire Rewrite of Bylaws

AMENDED AND RESTATED BYLAWSOFGREENSBORO JAYCEES - GREENSBORO JUNIOR
CHAMBER OF COMMERCE, INC.


ARTICLE I

OFFICES
Section 1.1 Principal Office. The principal office of the corporation shall be located at 401 N. Greene Street, Greensboro, Guilford County, North Carolina 27401 or such other place as the Board of Directors (the "Board") may fix from time to time.

Section 1.2 Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 1.3 Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board may designate or as the affairs of the corporation may require from time to time.

ARTICLE II

AFFILIATION
Section 2.1 State, National and International Chapters. This corporation is hereby affiliated with the North Carolina Jaycees, the United States Junior Chamber of Commerce and Junior Chamber International, and is subject to the Constitution and Bylaws of those three bodies insofar as the affect and prescribe the functions of local Jaycee chapters and are not in conflict with these bylaws.

ARTICLE III

PURPOSES
Section 3.1 Primary Purpose. The primary objects and purposes of this corporation shall be to provide its members with a unique opportunity to develop their leadership abilities through active participation in programs and projects designed to benefit and promote the civic, cultural, educational and industrial interests of Greensboro and its environs; and in all respects to remain non-partisan and non-sectarian in spirit and in purpose.

Section 3.2 Further Purposes. The further purposes of this corporation shall be to cooperate with the Greensboro Chamber of Commerce in advancing its program of usefulness to the city, state and nation, and to aid and assist other civic organizations in any project or enterprise for the good of the community.

ARTICLE IV

BOARD OF DIRECTORS
Section 4.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors. All money and properties of the corporation shall be expended, or directed or authorized to be expended, in the discretion of the Directors in accordance with the objects and purposes of the corporation as set forth in its Articles of Incorporation or these bylaws. No member of the Board or officer of the corporation shall have the authority to borrow money in the name of the corporation, including, but not limited to applying for credit cards, without the written authorization of the Board.

Section 4.2 Number. The Board shall consist of 12 voting directors, and the voting directors shall consist of the elected officers of the corporation, the President, the immediate past President, the General Chairman of the Chrysler Classic of Greensboro and the Assistant General Chairman of the Chrysler Classic of Greensboro.

Section 4.3 Legal Counsel. The Legal Counsel shall be a nonvoting director, shall be a member in good standing of the North Carolina Bar and shall be appointed by the President.

Section 4.4 Vacancies. Vacancies occurring on the Board may be filled pursuant to the election process set forth in Article VI, unless these bylaws specifically set forth how such vacancy is to be filled.

Section 4.5 Compensation. Directors shall not be compensated for their services as such, but the Board may provide for the payment of expenses incurred by directors in connection with the performance of their duties.

Section 4.6 Membership Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board may elect a Membership Committee consisting of two or more directors, and such other persons as the Board determines. The committee co-chairmen shall be the Membership Vice President and the Assistant General Chairman of the Chrysler Classic of Greensboro. The Membership Committee shall have the following duties and responsibilities: 1) recruit new members; 2) schedule and operate the membership meetings; and 3) schedule and operate the new member orientation sessions. The Membership Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board.

Section 4.7 Community Development Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board may elect a Community Outreach Committee consisting of two or more directors and such other persons as the Board determines. The Chairman of the Community Outreach Committee shall serve as the state director. The Community Outreach Committee shall have the following duties and responsibilities: 1) prepare and periodically update the corporation’s strategic plan; 2) produce an annual report to distribute to the community regarding the corporation’s contributions to the community; and 3) work with members of the community to further the corporation’s goals. The Community Outreach Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board.

Section 4.8 Individual Development Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board may elect a Chapter Activities Committee consisting of two or more directors and such other persons as the Board determines. The Chapter Activities Committee shall have the following duties and responsibilities: 1) review proposals for the corporation’s programs; 2) present these programs to the Board for approval; and 3) operate the corporation’s programs. The Chapter Activities Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board.
Section 4.9 Communications Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board may elect a Communications Committee consisting of two or more directors and such other persons as the Board determines. The Communications Committee shall have the following duties and responsibilities: 1) produce a newsletter in timely manner; 2) develop further methods of communicating with membership; and 3) assure that the corporation’s activities are being communicated to the local media. The Communications Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board.

Section 4.10 Internal Management Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board may elect an Internal Management Committee consisting of two or more directors, the legal counsel and such other persons as the Board determines. The Internal Management Committee shall have the following duties and responsibilities: 1) to approve an annual budget for the corporation, which budget shall be submitted to the Board for Board approval no later than January 31; 2) to approve a final report of the finances of the preceding year, including all expenditures and receipts, which final report shall be submitted to the Board for Board Approval no later than the second meeting of the Board immediately following the completion of the Audit; 3) select the independent certified public accounting firm to perform the annual audit; and 4) oversee the management of the corporation’s assets. The Internal Management Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board.

Section 4.11 Other Committees. By action of a majority of the number of directors then in office, the Board may from time to time designate such other committees as in the judgment of the Board may be necessary to carry out the objects and purposes of the corporation and may determine the duties and tenure of each such committee. In the event that an expenditure in excess of $35,000 is put before the Board for approval, the matter shall be tabled until the next meeting of the Board, and the President shall appoint a committee to examine the necessity of the proposed expenditure. Such committee shall provide its recommendations to the Board at the meeting immediately following their appointment.

Section 4.12 Conflict of Interest Transactions.
(A) Definition. "Conflict of interest transaction" means any transaction in which a director has a direct or indirect interest. A director has a direct interest in a transaction if the director or a member of the director's immediate family has either a material financial interest in the transaction or a relationship with the other parties to the transaction that might reasonably be expected to affect his or her judgment. A director has an indirect interest in a transaction if either (i) another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction, or (ii) another entity of which the director is also a director, member, officer or trustee is a party to the transaction and the transaction is of sufficient importance that it should be considered by the Board of the corporation.

(B) Special Requirements. A conflict of interest transaction is not voidable by the corporation solely because of a director's interest in the transaction (i) if the material facts of the transaction and the director's interest were disclosed or known to the Board or a committee of the Board and the Board or committee authorized, approved or ratified the transaction, or (ii) if the transaction was fair to the corporation.

(C) Disclosure. A director who has a direct or indirect interest in any transaction presented to the Board or any committee of the Board shall disclose his or her interest.

(D) Approval. A conflict of interest transaction must be authorized, approved or ratified by the affirmative vote of a majority of the directors, not less than two, even though less than a quorum, who, in each case, have no direct or indirect interest in the transaction and to whom the material facts of the transaction and of any director's interest in the transaction were disclosed or known. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking such action. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken in accordance with this sub-section D. For purposes of this approval process, in the case of a transaction between the corporation and any subsidiary thereof, a director of the corporation shall not be considered to have a direct or indirect interest in such transaction solely by reason of the fact that such director also serves as a director or trustee of such other party to the transaction.

Section 4.13 Chairman. The Chairman of the Board shall be the immediate past President and shall perform such duties as may be assigned by the Board.

ARTICLE V

MEETINGS OF DIRECTORS
Section 5.1 Regular Meetings. The Board may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of regular meetings. The Board shall hold not less than one regular meeting during each month.

Section 5.2 Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman, the President, the Secretary, the Treasurer or any three directors. Such meetings may be held within or without the State of North Carolina.

Section 5.3 Notice of Meetings. Regular meetings of the Board may be held without notice. Notice of any special meeting shall be given at least five days before the meeting by any usual means of communication, except that in the case of an emergency declared by the Chairman, the President, the General Chairman of the Chrysler Classic of Greensboro or the Treasurer, a special meeting may be held on such notice, given by telephone, email or facsimile, as is practicable under the emergency circumstances then existing. The notice of a special meeting need not specify the purpose for which the meeting is called.

Section 5.4 Waiver of Notice. Any director may waive any required notice before or after the date and time stated in the notice. Attendance at or participation by a director in a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting any business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 5.5 Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board. The presiding director shall not be considered when determining if a quorum is present.

Section 5.6 Manner of Acting. Except as otherwise provided by law, the Articles of Incorporation of the corporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The vote of a majority of the directors then holding office shall be required to bring the adoption, amendment or repeal of a bylaw to the vote of the membership, which vote shall take place at a regularly scheduled membership meeting no sooner than two weeks after the date that notice of such vote was mailed to each member of the corporation. Robert’s Rules of Order shall apply to all meetings of the Board.

Section 5.7 Presumption of Assent. A director of the corporation who is present at a meeting of the Board or a committee of the Board when action is taken shall be deemed to have assented to the action taken unless the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting, the director's dissent or abstention from the action is entered in the minutes of the meeting, or the director files written notice of dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after the adjournment of the meeting. The right of dissent or abstention is not available to a director who voted in favor of the action taken.

Section 5.8 Attendance by Telephone. The Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 5.9 Informal Action by Directors. Action taken without a meeting is nevertheless Board action if written consent to the action in question, describing the action taken, is signed by all the directors and filed with the minutes of the proceedings of the Board or filed with the corporate records, whether done before or after the action so taken. Such action shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

Section 5.10 Committee Proceedings.
(A) Meetings of any committee of the Board may be called by or at the request of the Chairman, the President, the Secretary and Treasurer, or any two members of the committee and may be held within or without the State of North Carolina. Notice of any committee meeting shall be given at least two business days before the meeting by any usual means of communication, except that in the case of an emergency declared by the Chairman, the President or the Secretary and Treasurer, a committee meeting may be held on such notice, given by telephone or facsimile, as is practicable under the emergency circumstances then existing. The notice need not specify the purpose for which the meeting is called.

(B) The procedures set forth in Section 5.4 (Waiver of Notice), Section 5.5 (Quorum), Section 5.6 (Manner of Acting), Section 5.7 (Presumption of Assent), Section 5.8 (Attendance by Telephone) and Section 5.9 (Informal Action by Directors) of this Article V shall apply to all committee proceedings.

ARTICLE VI

OFFICERS
Section 6.1 Number. The officers of the corporation shall consist of a President, a President-Elect, a Secretary, a Treasurer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board may from time to time determine. Any two or more offices, except the offices of President and Secretary and Treasurer, may be held by the same person; but no officer may act in more than one capacity where action of two or more officers is required.

Section 6.2 Term. Each elected officer shall hold office until his or her death, resignation, retirement, removal, disqualification or until his or her successor is elected and qualified.

Section 6.3 Removal. Any officer or agent of the corporation may be removed by the Board with or without cause upon a 2/3 vote of the directors.

Section 6.4 Compensation. Officers of the corporation shall not be compensated for their services as such, but the Board may provide for the payment or reimbursement of reasonable expenses incurred in connection with the performance of their duties as officers of the corporation.

Section 6.5 President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The President shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, leases, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. In the absence of the Chairman, the President shall preside at meetings of the Board.

Section 6.6 President-Elect. The President-Elect shall perform such duties and serve on such committees as may be assigned to him or her from time to time by the President or the Board.
Section 6.7 Vice Presidents. There shall be 5 Vice Presidents, and they shall be as follows: 1) membership, 2) community outreach, 3) chapter activities, 4) communications and 5) internal management. The Vice Presidents shall perform such duties as may be assigned to them, respectively, from time to time by the President or the Board.

Section 6.7 Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the officers and the directors, shall give all notices required by law and by these bylaws and shall have general charge of the corporate records and books and of the corporate seal. In addition, the Secretary shall, in general, perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Board.

Section 6.8 Treasurer. The Treasurer must be a certified public accountant. The Treasurer shall have custody of all funds and securities belonging to the corporation, shall receive, deposit or disburse the same under the direction of the Board and shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose. The Treasurer will provide a budget and final report in a timely manner to the Internal Management Committee. In addition, the Treasurer shall, in general, perform all duties incident to the offices of Treasurer and such other duties as may be assigned from time to time by the Board. The Board may from time to time designate one or more fiscal and other agents to perform all or any part of the duties of the Treasurer.

Section 6.9 Assistant Secretaries and Assistant Treasurers. The Board shall appoint any Assistant Secretaries or Assistant Treasurers that it deems necessary. The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary and Treasurer perform the duties and exercise the powers of those offices and shall, in general, perform such other duties as shall be assigned to them by the Secretary and Treasurer or by the Board.

ARTICLE VII

NOMINATION AND ELECTION OF OFFICERS
Section 7.1 Elected Officers. The following officers shall be elected annually pursuant to this Article VII: (a) the President-Elect, (b) the Secretary, (c) the Treasurer, (d) the then current number of Vice-President positions as determined by the Board.

Section 7.2 Nomination for President-Elect. At the first membership meeting in August of each year, nominations for the office of President-Elect shall be made from the floor and shall lie upon the table until the first membership meeting in September, at which time the nominations shall be voted upon and the President-Elect duly elected pursuant to this Article.

Section 7.3 Qualifications of Candidates for President-Elect. Each candidate for President-Elect shall be a member in good standing, shall have served a full term in a position on the Board, and shall not have reached 39 years of age on or before commencement of the term of office.

Section 7.4 Nomination and Election of Officers. At a membership meeting in September of each year, nominations from the floor shall be made for Vice President-Membership, Vice President-Community Outreach, Vice President-Chapter Activities, Vice President-Communications, Vice President-Internal Management, a Secretary and a Treasurer. At the conclusion of the nominations, the officers shall be elected pursuant to this Article. In case of a tie vote for the election of the final open Vice-President position, an additional ballot will be taken that evening between the candidates tied for that office to determine the election of the final Vice-President.

Section 7.5 Qualifications of Officers. Each candidate for a position as an officer of the corporation must be a member in good standing and shall not have reached the age of 40 on or before the commencement of the term of office.

Section 7.6 Number of Terms. In addition to fulfilling a term as President pursuant to Section 7.9, no member shall be elected to more than one regular term as President or President-Elect. Any other officer shall not be elected to the same office for more than four regular terms.

Section 7.7 Manner of Voting. Voting shall be by secret ballot or by hand vote, as the Board may determine is appropriate. The following officers shall be elected by the affirmative vote of a majority of the members present at the meeting at which the election is held: the President-Elect, the Secretary and the Treasurer. In the event that no candidate for any of such offices receives a majority of votes, the candidate receiving the least number of votes on each balloting shall be automatically removed from the succeeding ballot. The Vice-Presidents shall be elected upon tabulation of the votes for Vice-President, the number of Vice-Presidential candidates set by the Board receiving the highest number of votes will be duly elected. Tabulation of all votes will be made by three Life Members appointed by the President.

Section 7.8 Assumption of Office. Following their elections or appointments, Officers and Directors shall take office at 8:00 a.m. on January 1 immediately following the election.

Section 7.9 Accession to the Presidency. The President-Elect shall accede to the Presidency and shall assume his or her duties as President at 8 a.m. on January 1st immediately following the term as President-Elect or immediately following the resignation, disability, death or removal of the President.

Section 7.10 Special Term. In the event that a President-Elect becomes President because of the resignation, disability, death or removal of the President before March 31 of such year, the President filling out the special term shall have the right to forfeit such President’s regular term and shall become the Chairman of the Board, if notice of the exercise of such right is provided in writing to the Board before August 1 of that year.

Section 7.11 Cancellation of Election Meetings. In the event that any one or more of the general membership meetings where an election has been schedule shall be cancelled by the President, then the nominations and/or elections scheduled for that membership meeting shall be held at the next scheduled membership meeting.

ARTICLE VIII

MEMBERSHIP
Section 8.1 Qualifications. Any individual:
a) who is a resident of Guilford County;
b) who has a business connection therein;
c) who lives in a city or community in which there is no chapter of the Junior Chamber of Commerce; or
d) who is the spouse of a member, and
1) who is of good moral character; and
2) between the ages of 21 and 39 years, both inclusive,
is eligible to become a member of this corporation upon application and acceptance. In the event that a person transfers from a different local chapter of the jaycees, upon the Board’s approval of such person’s admission as a member of the corporation, such member shall not be required to pay his or her annual dues until the anniversary of their membership in their previous local chapter.

Section 8.2 Approval. All applicants for membership must be approved by the vote of the Board. Candidates for membership may be considered by the Board at any regular or special meeting of the Board.

Section 8.3 Termination at Age 40. An individual’s membership shall terminate on the last day of his/her anniversary month during which he/she is 40. Provided, however, that a member who assumes any elected or appointed position in accordance with these bylaws shall be allowed to serve and fulfill all of the duties of that position even if the term extends past the anniversary month during which he/she is 40.

Section 8.4 Rights and Duties of Members. Upon approval of the Board and payment of annual dues, each new applicant will be a member of the corporation, will be place on the corporation’s mailing list, will be able to participate in any project of the Greensboro Jaycees, will be entitled to all rights and privileges of a regular member in the corporation, and will be expected to comply with all obligations of membership in the corporation.

Section 8.5 Honorary and Life Members. Honorary and Life membership in the corporation may be conferred upon any individual deemed worthy by the Board of Directors. Honorary and Life Members are not eligible to run for office or hold positions on the Board or the CCG Executive Committee. No application fee or annual dues shall be required for Honorary or Life Members.
Section 8.6 Annual Membership Dues. The Board shall determine the dues that it shall charge its members in its sole discretion.

Section 8.7 Failure to Pay. Any member failing to pay his or her dues by the last day of the anniversary of the month that they were approved for membership shall automatically be suspended from membership in the corporation.

Section 8.8 Removal. Any member of the corporation may be removed by the Board with or without cause upon a 3/4 vote of the directors.

ARTICLE IX

CHRYSLER CLASSIC OF GREENSBORO
EXECUTIVE COMMITTEE

Section 9.1 Management. The Chrysler Classic of Greensboro shall be managed by an Executive Committee which shall report to the Board.

Section 9.2 Executive Committee. The Executive Committee shall be composed of the President of the corporation, the President-Elect of the corporation, the General Chairman, the Assistant General Chairman, the Honorary General Chairman, the immediate past General Chairman, the Secretary of the Executive Committee, the General Chairman’s Legal Counsel, and such Leadmen and Members-at-Large that the General Chairman determines are necessary to carry out the functions of the Chrysler Classic of Greensboro. In no event shall the Executive Committee exceed 22 members.

Section 9.3 Removal. Any member of the Executive Committee may be removed by the Executive Committee with or without cause upon a 2/3 majority vote of the directors. The current General Chairman shall be responsible for making the choice of a replacement for the member so removed.

Section 9.4 Vacancies. In the event that a position on the Executive Committee is vacated, the current General Chairman shall appoint an individual to fill that position.

Section 9.5 Reports to the Board of Directors. The current General Chairman shall keep the Board advised as to all matters pertaining to the Chrysler Classic of Greensboro, and the Secretary of the Executive Committee shall cause minutes of each Executive Committee meeting to be distributed to each member of the Board within two weeks of such meeting.
Section 9.6 Selection of Assistant General Chairman. The Assistant General Chairman shall be nominated by the President, after consultation with the current General Chairman, of the corporation and confirmed by the Board. The Assistant General Chairman must have served at least one full term on the Executive Committee, and shall not have reached 40 years of age on the date during which such person will assume the role of General Chairman. The President shall announce to the membership of the corporation, the selection of the Assistant General Chairman within 35 days after the completion of the current year’s Chrysler Classic of Greensboro.

Section 9.7 Accession to the General Chairmanship. The Assistant General Chairman shall accede to the General Chairmanship the day following the completion of play of the annual Chrysler Classic of Greensboro. The Assistant General Chairman shall succeed the current General Chairman in the event the current General Chairman is unable to perform his or her duties and, in such event, the President of the corporation shall nominate a new Assistant General Chairman and the Board shall confirm such nomination.

Section 9.8 Leadmen and Members-at-Large. The current General Chairman shall appoint such Leadmen and Members-at-Large as necessary to perform the responsibilities of the corporation as it relates to the Chrysler Classic of Greensboro.

Section 9.9 Finance Leadman. The Finance Leadman must be a certified public accountant.

Section 9.10 Secretary to the Executive Committee. The Secretary to the Executive Committee shall be appointed by the current General Chairman. The Secretary shall be required to attend all Executive Committee meetings and record the minutes.

Section 9.11 Honorary General Chairman. The Assistant General Chairman shall select the Honorary Chairman of the Chrysler Classic of Greensboro annually no later than 30 days before the first day of play of the Chrysler Classic of Greensboro. The Honorary Chairman shall be entitled, but not required, to attend all meetings pertaining to the Chrysler Classic of Greensboro, including meetings of the Executive Committee.

9.12 Green Coat Club. The Executive Committee shall be affiliated with the organization known as the Green Coat Club, whose membership shall consist of the past and present Presidents, General Chairmen and Honorary General Chairmen.

ARTICLE X

INDEMNIFICATION

Section 10.1 Extent. In addition to the indemnification otherwise provided by law, the corporation shall indemnify and hold harmless its directors and officers against liability and expenses, including reasonable attorneys' fees, incurred in connection with any action, suit, proceeding or claim arising out of their status as directors or officers or their activities in any of such capacities or in any capacity in which any of them is or was serving, at the corporation's request, as an officer, employee, manager, partner, or director of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; provided, however, that (A) the corporation shall not indemnify a director or officer against any liability or litigation expense that the director or officer may incur on account of (i) acts or omissions that the director or officer knew at the time of the acts or omissions were clearly in conflict with the interests of the corporation or (ii) any transaction from which the director or officers derived an improper personal benefit, and (B) the corporation shall not indemnify a director or officer against any liability or litigation expense that the director or officer may incur on account of the director or officer's gross negligence, willful misconduct or bad faith in the performance of duties as a director or officer. The corporation shall also indemnify a director or officer for reasonable costs, expenses and attorneys' fees in connection with the enforcement of rights to indemnification granted herein, if it is determined in accordance with Section 10.2 of this Article X that the director or officer is entitled to indemnification.

Section 10.2 Determination. Indemnification shall be paid by the corporation to or on behalf of any director or officer with respect to any action, suit, proceeding or claim only after a determination that the director or officer is entitled to indemnification under Section 10.1 of this Article X. Such determination shall be made (A) by the affirmative vote of a majority, but not less than two, of the directors who were not parties to the action, suit or proceeding or against whom the claim was not asserted ("disinterested directors") even though less than a quorum, (B) by independent legal counsel in a written opinion, or (C) by a court of competent jurisdiction.
Section 10.3 Advanced Expenses. Expenses incurred by a director or officer in defending any action, suit, proceeding or claim may, upon approval of a majority, but not less than two, of the disinterested directors, even though less than a quorum, or, if there are less than two disinterested directors, upon unanimous approval of the Board, be paid by the corporation in advance of the final disposition of such action, suit, proceeding or claim upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that the director or officer is entitled to be indemnified against such expenses by the corporation.

Section 10.4 Reliance and Consideration. Any director or officer who at any time after the adoption of this Article X serves or has served in any of the capacities described in Section 10.1 of this Article X for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article X. No amendment, modification or repeal of this Article X shall adversely affect the right of any director or officer to indemnification hereunder with respect to any activities occurring prior to the time of such amendment, modification or repeal.

Section 10.5 Insurance. The corporation may purchase and maintain insurance on behalf of its directors, officers, employees and agents and those persons who were serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of, or in some other capacity in, another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify against such liability under the provisions of this Article X or otherwise. Any full or partial payment made by an insurance corporation under any insurance policy covering any director, officer, employee or agent made to or on behalf of a person entitled to indemnification under this Article X shall relieve the corporation of its liability for indemnification provided for in this Article X or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the corporation with respect to such payment.

ARTICLE XI

GENERAL PROVISIONS
Section 11.1 Exempt Activities. Notwithstanding any other provision of these Bylaws, no officer, director, employee or representative of the corporation shall take any action or carry any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt from taxation under Section 501(c)(_) of the Internal Revenue Code of 1986, as amended, and its Regulations as they now exist, or as they may hereafter be amended.
Section 11.2 Fiscal Year. Unless otherwise ordered by the Board, the fiscal year of the corporation shall be from January 1 through December 31.

Section 11.3 No Personal Liability. No officer or director of the corporation shall be liable or responsible for the debts or obligations of the corporation.

Section 11.4 Audit. After the close of each fiscal year, all accounts of the corporation for such fiscal year shall be audited by an independent certified public accounting firm.