Bylaws Committee Recommended Changes

AMENDED AND RESTATED BYLAWS OF ST. ANDREW’S SOCIETY OF NC

PREAMBLE

  

In order to venerate our Scottish beginnings; perpetuate those values of culture and integrity that characterized our ancestors from north of the Solway and Tweed; promote a fellowship and esprit de corps among Scotsmen and their kith and kin in North Carolina and elsewhere; nurture that peculiar type of brotherhood which has within Clan or Name linked Scots together and been a marked feature of our Scottish forebears, wherever they may be; extend assistance and counsel to unfortunates among the descendants of the ancient clans of Scotland when the need to such is made known; to encourage Scots everywhere to delve deeper into the colorful history and proud tradition of happiness and good life for Scotsmen and indeed for all mankind, in our State as well as other parts of the world, which was the hallmark of the Apostle of Old from whom our name derives; the charter members formed this St. Andrew’s Society of North Carolina, Inc., on July 20, 1972. 

ARTICLE I: DEFINITIONS

In these Bylaws, unless otherwise provided, the following terms shall have the following meanings:

(1) "Act" shall mean the North Carolina Nonprofit Corporation Act as codified in Chapter 55A of the North Carolina General Statutes and as amended from time to time;

(2) "Articles of Incorporation" shall mean the Society's Articles of Incorporation, including amended and restated Articles of Incorporation;

(3) "Code" shall mean the federal Internal Revenue Code of 1986 as it may be amended from time to time. References to Sections of the Code include references to corresponding provisions of any subsequent United States tax laws; 

(4) "Distribution" shall mean a direct or indirect transfer of money or other property or incurrence of indebtedness by the Society to or for the benefit of its directors or officers, or to or for the benefit of transferees in liquidation under Article 14 of the Act (other than creditors);

(5) "Society" shall mean ST. ANDREW’S SOCIETY OF NORTH CAROLINA, INC., a North Carolina nonprofit corporation.

Unless the context otherwise requires, any other terms used in these Bylaws shall have the meaning assigned to them in the Act to the extent defined therein.

ARTICLE II: OFFICES

  

SECTION 1. Principal Office: The principal office of the Society shall be located at 110 Eagle Point Lane, Southern Pines, NC 28387 (home address for the Society's registered agent, William H. Pate, a member of the Society), or at such other place as may be determined from time to time by the board of directors.

SECTION 2. Registered Office: The registered office of the Society required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

SECTION 3. Other Offices: The Society may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the Society may require.

ARTICLE III: PURPOSES

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ARTICLE IV: MEMBERSHIP

  

SECTION 1. Qualifications: The members of the Society shall be males of the age of eighteen (18) years or older. There shall be four (4) kinds of memberships. They are: (1) Active, (2) Life, (3) Honorary and (4) Emeritus. The requirements for becoming an Active, Life, Honorary or Emeritus member shall be established by the board of directors

Members shall be limited to men who were born in Scotland or who are lineally descended from one or more natives of Scotland or have clearly indicated and demonstrated to the board of director's satisfaction a strong and dedicated interest in Scotland and in Scottish affairs in the United States. 

Notwithstanding anything herein to the contrary, the qualifications for membership shall only be amended upon a vote of at least two-thirds (2/3) of the members of the Society present in person or by proxy at a meeting called for such purpose with proper notice of the proposed amendment given. 

SECTION 2. Proposing New Member; Application: New members are considered for acceptance into membership upon the written recommendation of a sponsor who must be an existing member in good standing. All applications for membership shall be in writing on a form approved by the board of directors and signed by the applicant.   The sponsoring member shall state in writing to the board of directors that the applicant is of good character and reputation. In addition to the sponsor's recommendation, each application must be endorsed by at least one other member of the Society. 

SECTION 3. Approval of Membership. Upon receipt of an application for membership, recommendation of his sponsor and the endorsement by a second member, the membership committee will review the application and make a recommendation regarding the application to the board of directors. As soon as practical after receiving the recommendation from the membership committee, the board of directors will determine, by majority vote, whether to admit the applicant into membership. 

SECTION 4. Rights and Privileges: Members shall have the rights and privileges of membership as set forth in these Bylaws.

SECTION 5. Membership Fees: The admission or initiation fee and annual dues, as well as any other charges and assessments, shall be established by the board of directors, based upon the needs and expenses of the Society from time to time. All admission or initiation fees shall be used for the charitable purposes of the Society as set forth in Article III, Section 1 and deposited as a contribution to principal in the endowment account of the Society at least annually.

SECTION 6. Non-Payment of Dues: Annual dues are generally due and payable by July 1 of each year. Any member who is delinquent in the payment of his dues shall continue to be a member in good standing for six (6) months after the July 1 due date. If the member’s dues are not paid by December 31 of the same year, the board of directors or an officer or member will attempt to communicate with the delinquent member in an effort to retain him as a member. After such communication, or attempt at communication, if the delinquent member's dues are not paid, the board of directors may, by majority vote, terminate the delinquent member’s membership.  

SECTION 7. Termination for Cause: The board of directors may terminate a member’s membership for cause, including, but not limited to, offensive or ungentlemanly conduct by the member. Upon termination, the member shall not receive any refund of dues paid for the year or any other contributions made to the Society. 

SECTION 8. Membership Non-Transferrable: Membership in the Society shall not be transferrable by the member. 

SECTION 9. Reinstatement: A member whose membership was terminated, other than under Section 7 above, may apply for reinstatement as a member in accordance with the policies and procedures established by the board of directors from time to time. 

ARTICLE V: BOARD OF DIRECTORS

Pursuant to the Articles of Incorporation and Section 55A-8-01 of the Act, all corporate powers shall be exercised by a board of directors consisting of elected directors and ex-officio directors. 

SECTION 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Society shall be managed under the direction of its board of directors.

SECTION 2. Number and Qualifications: The number constituting the board of directors shall be not fewer than twelve (12) nor more than twenty-five (25). The number of directors within this variable range may be fixed or changed from time to time by the board of directors. All directors shall be members in good standing. 

SECTION 3. Election of Directors: Except for ex-officio directors and except as provided in Section 8 of this Article, directors shall be elected at annual meetings of the board of directors from candidates nominated by the Nominating Committee.  Those persons who receive the highest number of votes for the number of seats being filled shall be deemed to have been elected.

SECTION 4. Nomination of Directors: Nominations for candidates to serve as elected members of the board of directors will be made by the Nominating Committee. The Nominating Committee will nominate at least one member for each seat that is vacant or is expiring.  The Nominating Committee, when making nominations, will take into consideration such factors as the location of the residence of potential nominees, the occupation of nominees, the interests of nominees, and the personalities of nominees. In making nominations, to the extent practical, the board of directors should ensure the board is composed of members representing all areas of the state as well as various occupations, interests and compatible personalities. A member desiring to serve on the board of directors should notify any member of the Nominating Committee of such desire to serve by March 1 of the year in which the member is interested in serving. The Nominating Committee will consider the member's request, but is not bound to nominate such member; the overriding considerations being geographic representation, varied occupations, interests, and compatible personalities. 

SECTION 5. Term of Directors; Term Limits:  

a. In order to provide continuity and experience to the board, the elected directors shall consist of staggered "classes" so that only one class is newly elected each year. The term of office of each elected director is three years except for directors appointed to fill a vacancy. A full term of office commences upon election at an annual meeting of the board of directors and expires at the annual meeting of directors held three years thereafter.  A decrease in the number of directors does not shorten an incumbent director's term. Despite the expiration of a director's term, such director shall continue to serve until a successor shall be elected and qualified or until there is a decrease in the number of directors.

b. A director may be elected for two consecutive full terms but may not then be elected to another full term until two years after the completion of a second consecutive full term. A director's eligibility for election to two consecutive terms is not affected by the director's appointment to complete an un-expired term. 

c. Regardless of the number of consecutive terms a director has held, he is not subject to the term limits in paragraph b. as long as he is serving as an officer.  

d. If the number of directors is increased, the terms of the new directorships shall be up to three years as determined by the board as reasonably necessary to balance the staggering of terms on the board, but after the initial term, the terms of office for such new directorships shall be three years. 

SECTION 6. Resignation: A director may resign at any time by communicating his resignation to the President or board of directors. A resignation is effective when it is communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective and such date or subsequent event is acceptable to the board.

SECTION 7. Removal: Any director may be removed from office at any time, with or without cause, by a majority vote of the directors then in office. A director may not be removed by the directors at a meeting unless the notice of the meeting specifies such removal as one of its purposes. If any director is removed, a new director may be elected by the directors at the same meeting if the Nominating Committee has nominated a replacement.

SECTION 8. Vacancies: Any vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from the election or appointment of a director as an officer, death, resignation, retirement or removal of a director, shall be filled by the directors upon recommendation of the nominating committee. The term of a director elected to fill a vacancy is the unexpired term he is elected to fill. 

SECTION 9.  Compensation: The directors shall not receive any salary or compensation for their services. 

SECTION 10. Reimbursement of Expenses Advanced.  The board of directors may adopt a written policy providing for reimbursing board members for expenses of the Society they pay with their personal funds. Such policy will not provide for reimbursement of a member's travel, room, board, meals, beverage or entertainment expenses incurred in attending board or committee meetings or functions of the Society. Upon adoption of such policy, board members may be reimbursed such advances according to the policy. On a case by case basis, the board of directors may approve reimbursing a board member's expenses in attending a special event as a representative of the Society when such approval is given in advance of the event. 

SECTION 11.  Ex-Officio Directors. The following officers of the Society shall be full ex-officio voting members of the board of directors:

a. The President.

b. The Vice -President (President Elect)

c. The Immediate Past President

d. The Secretary

e. The Assistant Secretary

f. The Treasurer

g. The Assistant Treasurer

Upon election or appointment as an officer in the above positions, if such officer was serving as an elected director at that time, his position as an elected director will be deemed vacant and the board will appoint a replacement to complete the un-expired term. 

ARTICLE VI: MEETINGS OF DIRECTORS

  

SECTION 1. Regular Meetings: A regular, annual meeting of the board of directors shall be held in July of each year for the purpose of electing directors and officers of the Society and for the transaction of such other business as may be properly brought before the meeting.  The Society's Secretary shall ensure that notice of the annual and other regular meetings is given to the members of the board of directors at least ten days in advance of the meeting by any usual means of communication, including telephone, mail, electronic mail, private carrier, or facsimile transmission. Such notice will include the date, time and place of the meeting and such agenda items as may be available to the Secretary; however, the absence of an agenda item in the notice will not preclude adding such item for consideration and action at a meeting if a majority of the board approves and such action is not contrary to any other specific provision of these Bylaws or the Society's Articles of Incorporation. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings. 

SECTION 2. Special Meetings: Special meetings of the board of directors may be called only by or at the request of the President or any three directors. 

SECTION 3. Notice of Special Meetings:  The person or persons calling a special meeting of the board of directors shall, at least ten (10) days before the meeting, give notice of the meeting by any usual means of communication, including by telephone, mail, electronic mail, private carrier, or facsimile transmission. Such notice of a special meeting may be oral and shall specify the purpose for which the meeting is called. 

SECTION 4. Waiver of Notice: Any director may waive notice of any meeting before or after the date and time stated in the notice. The waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice to him unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SECTION 5. Quorum: A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors.

SECTION 6. Manner of Acting: The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless a different vote is required by the Act, the Articles of Incorporation or these Bylaws. 

SECTION 7. Presumption of Assent: A director of the Society 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) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the Society 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. 

SECTION 8. Participation in Meetings: Any or all of the directors may 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. Any member in good standing may attend a board meeting and may participate in discussions, but shall not be permitted to vote. 

SECTION 9. Action Without Meeting: Action which may be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date. 

SECTION 10. Faithful Attendance: Board members are expected to faithfully attend regular and special meetings of the board of directors. If a board member knows in advance he cannot attend a meeting, he should notify the President. Persistent absences from meetings without justification will be viewed by the nominating committee as reason not to nominate the director for a second term and may be cause for the board of directors to remove him from the board. The board of directors shall have the authority to adopt a policy to declare as vacant the seats of persistently absent directors. 

SECTION 11. Order of Business: The following order of business may be observed at meetings of the board of directors, so far as consistent with the purpose of the meeting:

· Prayer

· Introduction of New Members and Guests

· Reading and Approving of Minutes of Prior Meetings

· Treasurer’s Report and Approval

· Reports of Committees

· Unfinished Business

· Election of Proposed Members

· Election of Officers, when necessary

· Election of Directors, when necessary

· New Business

· Adjournment

SECTION 12. Roberts Rules of Order: Unless otherwise specifically provided in these Bylaws, meeting procedures shall be in accordance with Robert’s Rules of Order.

ARTICLE VII: COMMITTEES

  

SECTION 1.  Committees: The Society shall have the following standing committees:

· Executive Committee, 

· Nominating Committee,

· Membership Committee,

· Scholarships and Grants Committee, 

· Finance Committee, and

· Communications  Committee

SECTION 2. Executive Committee: The Executive Committee shall consist of the President, the President-Elect, the Immediate Past-President and the Treasurer, and shall be chaired by the President. The Executive Committee will have the authority to engage and discharge personnel, contractors and consultants of and for the Society except for an investment advisor as provided in Section 6 of this Article. This committee will informally advise the President and the board of directors on matters of interest to the Society. If the President has a question about an expenditure on behalf of the Society, the Executive Committee may approve such expenditure up to $500.00 in an emergency or as long as such expenditure is reasonably within a budgeted category.   

SECTION 3. Nominating Committee: The Nominating Committee shall consist of the President, the Immediate Past President and the President-Elect. This committee will make nominations for election of members of the board of directors and the officers.

SECTION 4. Membership Committee: The Membership Committee shall consist of at least four members one of whom shall be an officer or director.  The President will appoint the chairman of this committee.  All completed applications for membership will be submitted to the Membership Committee for review. Upon such review, the committee will make a recommendation to the board of directors on admission of the applicant into the Society. 

SECTION 5. Scholarships and Grants Committee: The Scholarships and Grants Committee shall consist of at least four members, at least two of whom shall be either officers or directors.  The President will appoint the chairman of this committee.  This committee shall review applications for scholarships and grants and make recommendations for award to the board of directors.

SECTION 6. Finance Committee: The Finance Committee shall consist of not less than five members. Ex-officio voting members of the Finance Committee are the Society's President, President-Elect, Treasurer, and Assistant Treasurer. The Treasurer will serve as chairman of the committee. This committee will be responsible for performing the following duties:

a)  Review and determine investment of funds of the Society on an annual basis, and, if the committee believes necessary or convenient, to engage a qualified investment advisor,  

b)  Plan fund raising activities as approved by the board of directors,

c)  Approve non-budgeted expenses of the Society in excess of $500.00,

d)  Prepare an annual budget for the Society including both operating and scholarship/grant funds, and

e)  Perform such other duties as assigned to it by the board of directors. 

SECTION 7. Communications Committee:  The Communications Committee is responsible for maintaining the Society's website on the internet and such presence on or in "social media" as the committee determines to be advisable. If changing technologies add additional electronic platforms, or make obsolete existing platforms, this committee will take such action it deems necessary to ensure information about the Society is publicly available on 'standard' communication platforms. 

This committee is also responsible for the production of a newsletter, known as The Carolina Piper, for the Society at reasonably frequent intervals each year to show the activities of the Society or to share other items of interest to its members.  Once an issue of a proposed newsletter is laid out, the editor shall obtain the approval of the Executive Committee before it is distributed to the full membership.

The Communications Committee shall manage such other matters relating to the Society's communications as delegated by the President or board of directors. 

SECTION 8. Additional Standing Committees: The board of directors shall have the authority to form such additional standing committees as it deems necessary to advance the purposes or operations of the Society. The board may also disband any additional standing committee it forms upon determining the committee is no longer needed.  

SECTION 9. Ad Hoc Committees:  The President, and separately the board, shall have the authority to appoint ad hoc committees to address special issues of a temporary nature. Ad hoc committees will be deemed disbanded once the purposes for which the committee was formed are achieved. 

SECTION 10. Appointment; Number; Term: Unless membership on a committee is specified in this Article, the President shall appoint the members of all committees. Committee members appointed by the President serve at his pleasure. If the number of members of a committee is not specified in this Article or by specific board action, the committee shall have a minimum of four members. At least one member of the board of directors must serve on every committee; however, for ad hoc committees if the board member's term of office expires before the work of the committee is completed, such former board member will continue to serve on the committee until the committee is disbanded. 

SECTION 11. Additional Powers: In addition to the authority and powers vested in the standing committees in this Article, the board of directors may vest such additional authority and power on any standing committee as it determines to be in the best interests of the Society. 

SECTION 12. Meetings; Manner of Acting: In addition to traditional meetings where committee members are formally assembled together, committees may meet informally and take action through telephonic or similar communication or by exchanges of letters or digital communications such as email or "texts." Regardless of the form of meeting, all members of a committee will be invited to participate and given an opportunity to vote on committee business.

SECTION 13. Quorum: A majority of the committee members at the time of a meeting where the committee members are participating simultaneously, such as meetings where members are assembled together or participating by telephone or other electronic communication, shall constitute a quorum for the transaction of business at any meeting of a committee.  

SECTION 14. Majority Vote for Action. Where a committee meeting is being held with a quorum present, whether assembled together or by simultaneous telephonic or other electronic communication, the affirmative vote by a majority of the participating members whom form the quorum shall be the act of the committee. Where the chairman of the committee calls for action on a matter through email voting or by any other form of voting where votes are not cast simultaneously during a called meeting, if an affirmative vote on the matter from a majority of the entire committee membership is received, such majority vote shall be deemed the act of the committee.  

ARTICLE VIII: OFFICERS

  

SECTION 1. Officers of the Society: The officers of the Society shall consist of a President, a Vice-President (the "President-Elect"), an Immediate Past President, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer.  All officers shall be Members. 

SECTION 2. Appointment and Term: 

a. The officers of the Society shall be appointed by the board of directors except as provided herein. 

b. Each officer shall hold office for a term of two years or until his successor is appointed and qualifies, unless he earlier resigns, is removed by the board, or otherwise becomes incapable of serving. 

c. The President and President Elect are limited to one full term each in those positions and are not eligible for reappointment to such positions for two years after the term expires; except; however, if a vacancy in either of these positions occurs before the term of office ends, the board of directors may appoint a person who has previously held the such positions to complete the unexpired term regardless of the dates of previous service. 

d. There are no term limits on the positions of Secretary, Assistant Secretary, Treasurer or Assistant Treasurer.  

e. At the expiration of his term of office, each officer is eligible for appointment to another position except as otherwise provided herein. 

f. In the event of a vacancy in an officer's position during his term, the board, upon nomination by the nominating committee, will appointment a replacement to complete the unexpired term unless these By-laws provide otherwise. The President, if he determines such action to be in the best interests of the Society, will have the authority to appoint an acting officer to serve temporarily in the vacant position until the board of directors can fill the vacancy.

g. The position of Immediate Past President is an ex-officio position for the President commencing immediately upon the expiration of his term as president and continuing for a period of two years.

i.  If for any reason the Immediate Past President cannot serve, his predecessor will assume the position until the end of the term of office. 

ii. If the predecessor likewise cannot serve, then his predecessor will assume the position. This process will continue until the position is filled for the unexpired term.

 SECTION 3. No Compensation of Officers; Reimbursement of Expenses: There will be no compensation to officers of the Society. The board of directors will adopt a policy on reimbursement of officers' out of pocket expenses incurred in the furtherance of the Society's business.  The officers will be reimbursed for such expenses according to such policy, or according to any prior practice of the Society that is not inconsistent with the policy. 

SECTION 4. Removal: Any officer may be removed by a majority vote of the board of directors with or without cause. 

SECTION 5. Resignation: An officer may resign at any time by communicating his resignation to the President or board of directors orally or in writing. A resignation is effective when it is communicated unless it specifies in writing a later effective date and such later date is acceptable to the Executive Committee. If a resignation is made effective at a later date acceptable to Executive Committee, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. 

SECTION 6. Bonds: The board of directors may by resolution require any officer, agent, or employee of the Society to give bond to the Society, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the board of directors.

SECTION 7. President: The President shall be the principal executive officer of the Society and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the Society. The President is deemed chairman of the board of directors and shall preside at all meetings of the board and the executive committee of the board. He shall have the authority to sign any contracts, deeds, mortgages, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these Bylaws to some other officer or agent of the Society, or shall be required by law to be otherwise signed or executed; and in general he 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.

SECTION 8. President Elect (Vice-President): The Vice President, who is President Elect of the Society, shall exercise all of the duties of the President in the absence of the President, and shall perform such other duties as may from time to time be assigned to him by the President or the board of directors. 

SECTION 9. Immediate Past President: The Immediate Past President shall serve as an advisor to the President, other officers, and the board on an informal basis but shall act in a formal official capacity as a member of the Executive Committee when such committee is formally acting on any matter. 

SECTION 10.  Secretary: The Secretary shall: (a) keep the minutes of the meetings of the board of directors and of all committees of the board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the seal of the Society and see that the seal of the Society is affixed to all documents the execution of which on behalf of the Society under its seal is duly authorized; (d) maintain and authenticate the books and records of the Society; (e) attest the signature or certify the incumbency or signature of any officer of the Society; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the board of directors.

SECTION 11.  Assistant Secretary: In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretary shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. He shall perform such other duties as may be assigned to him by the Secretary, the President, or the board of directors. 

SECTION 12.  Treasurer: The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Society; (b) receive and give receipts for monies due and payable to the Society from any source whatsoever, and deposit all such monies in accordance with the provisions of Section 4 of Article IX; (c) maintain appropriate accounting records as required by law; (d) prepare a proposed annual budget for submission to the Finance Committee to include anticipated revenues and expenditures in both the operating and endowment accounts; (e) prepare, or cause to be prepared, an annual financial statement in accordance with Section 2 c. of Article XI; (f) reconcile all bank statements; (g) serve as chairman of the Finance Committee, and (h) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the board of directors. 

SECTION 13.  Assistant Treasurer: In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurer shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. He shall perform such other duties as may be assigned to him by the Treasurer, the President, or the board of directors. 

  

ARTICLE IX: CONTRACTS, LOANS, CHECKS, DEPOSITS AND ACCOUNTS

SECTION 1. Contracts: The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks and Drafts: All checks, drafts or other orders for payment of money, issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. Deposits: All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such depositories as may be selected by or under the authority of the board of directors.

SECTION 5. Accounts: The Society will maintain at least two separate bank accounts.

a. Endowment Account. One of the required accounts is an endowment account. The funds in this account are to be used exclusively for the charitable purposes of the Society as specified in Article III, Section 1 (a). The following receipts shall be deposited into this account as soon as practical:

i. All initiation or admission fees from new members; 

ii. All contributions specifically designated for the endowment account or otherwise restricted by the donor to the specific charitable purposes of the Society in Article III, Section 1 (a); and 

iii. Any special assessment levied by the board of directors and designated exclusively for the endowment account.

b. Operating Account. The Society will have an operating account from which to pay the costs of the Society's operations. Annual membership dues, as well as any levy or assessment by the board of directors for the purposes of providing funds for operations will be deposited in this account. 

The funds in these accounts will not be co-mingled except, when a member or other donor provides funds to the Society intended for both the endowment account and the operating account, those funds may be deposited and held in the operating account until a disbursement can be made to the endowment account.

The board of directors may authorize establishment of other accounts for the Society, but under no circumstances will funds for other accounts be co-mingled with funds in the endowment account. 

ARTICLE X: INDEMNIFICATION

  

SECTION 1. Right to Indemnification: Any person who at any time serves or has served as a director or officer of the Society, or as a member of any committee, or at the request of the Society is or was serving as an officer, director, agent, partner, trustee, administrator, or employee of any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall have the right to be indemnified by the Society to the fullest extent permitted by law in the event he is made, or is threatened to be made, a party to any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether or not brought by or on behalf of the Society, seeking to hold him liable by reason of the fact that he is or was acting in such capacity. The Society shall not, however, indemnify any person against liability or expenses the person may incur on account of his activities which were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the Society, or if the person received an improper personal benefit. In addition, the Society shall not indemnify any person against liability or expenses the person may incur on account of his activities if such indemnification would (i) be a taxable expenditure under Section 4945 of the Code (or the corresponding provision of any subsequent United States tax laws), (ii) constitute an act of self-dealing under Section 4941 of the Code (or the corresponding provision of any subsequent United States tax laws) or (iii) jeopardize the Society’s exemption from taxation under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code (or the corresponding provisions of any subsequent United States tax laws). The board of directors may provide such lawful indemnification for the employees and agents of the Society as it deems appropriate and as are consistent with the restrictions expressed in this Section 1. 

The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (a) reasonable expenses, including without limitation all attorneys' fees actually and necessarily incurred by him in connection with any such action, suit or proceeding, (b) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in such action, suit or proceeding; and (c) all reasonable expenses incurred in enforcing the indemnification rights provided herein.

Expenses incurred by anyone entitled to receive indemnification under this Section 1 in defending a proceeding may be paid by the Society in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provisions in these Bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Society against such expenses.

SECTION 2. Payment of Indemnification: The board of directors of the Society shall take all such action as may be necessary and appropriate to authorize the Society to pay the indemnification required by this Article, including without limitation, making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. 

SECTION 3. Binding and Nonexclusive: Any person who at any time after the adoption of this Article serves or has served in any of the described capacities for or on behalf of the Society shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein 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 Bylaw.

The rights granted herein shall not be limited by the provisions contained in Section 55A-8-51 of the Act (or any successor provision).

ARTICLE XI: GENERAL PROVISIONS

  

SECTION 1. Seal: The corporate seal of the Society shall consist of two concentric circles between which is the name of the Society and in the center of which is inscribed "CORPORATE SEAL" or "SEAL." 

SECTION 2. Records and Reports: All of the Society's records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time. 

a. General Records: The Society 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 on behalf of the Society by a committee of the board of directors in place of the board of directors. The Society shall maintain appropriate accounting records.

b. Documents to be Kept in Central Location; The Society shall keep a copy of the following records at a location designated from time to time by the board of directors: (a) the Articles of Incorporation and all amendments to them currently in effect; (b) these Bylaws and all amendments to them currently in effect; (c) the annual financial statements described below, prepared during the past three years; and (d) a list of the names and business addresses of its current directors and officers.

c. Annual Financial Statements: The Treasurer shall prepare, or cause to be prepared, an annual financial statement for the Society that includes a balance sheet as of the end of the fiscal year and a statement of operations for that year.   The Society will maintain copies at least the most recent three (3) years' annual financial statements. The financial statements may be prepared for the Society on the basis of generally accepted accounting principles or on such other basis as the Executive Committee may deem reasonable.

SECTION 3. Fiscal Year: The fiscal year of the Society shall be from July 1 to June 30 of the following year. The board of directors shall have the authority to change the fiscal year.

SECTION 4. Severability: Should any provision of these Bylaws become ineffective or be declared to be invalid for any reason, such provision shall be severable from the remainder of these Bylaws and all other provisions of these Bylaws shall continue to be in full force and effect.

SECTION 5. Amendment: The board of directors of the Society may amend these Bylaws by at least a two-thirds vote of the entire membership of the board in favor of the amendment at any regular or special meeting. Written notice of a proposed amendment must be given to the members of the board at least thirty days in advance of the meeting where the amendment will be considered.