Article 1: General Provisions
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1.1 Bylaws
Established. These are the bylaws (“Bylaws”)
of The Ticknor Society, Inc. (“The Society”). These
Bylaws, the powers of The Society and its directors and members,
and all matters concerning the conduct and regulation of the activities
of The Society, shall be subject to applicable provisions, if any,
contained in the Articles of Organization. All references in
these Bylaws to the “Articles of Organization” shall
refer to the Articles of Organization of The Society, as from time
to time amended or restated.
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1.2 Name. The
name of this society is The Ticknor Society, Incorporated (“The
Society”)
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1.3 Location. The
principal office of The Society shall be located in The Commonwealth
of Massachusetts. The Board of Directors of The Society (the “Board”),
as more fully defined below, may have multiple offices in The Commonwealth
of Massachusetts as they may determine from time to time, by filing
a certificate with the Secretary of State of The Commonwealth of Massachusetts. They
may also establish additional offices in locations other than Massachusetts.
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1.4 Corporate
Seal. The Society is not required to adopt or use a seal. If
one is adopted, it shall be in such form as the Board may determine
from time to time.
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1.5 Fiscal
Year. Except as otherwise determined by the Board,
the fiscal year of The Society shall end on December 31st of
each year.
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Article 2: Mission
Mission. The Society shall be dedicated to the enjoyment,
promotion, and support of books and book culture. The Society is named
in honor of George Ticknor (1791-1871), a prominent Boston collector,
scholar, and library supporter, and his daughter, Anna Eliot Ticknor
(1823-1896), who was an early member of the Massachusetts Library Commission
(founded 1890), this country’s first state library commission. The
name of The Society recognizes that both father and daughter were
instrumental in making books widely accessible in The Commonwealth
of Massachusetts.
The Society’s mission shall be to carry on activities that further
the enjoyment, promotion, and support of books and book culture, and
any other activity in support of and to benefit this mission as may
be carried on by a corporation organized under Chapter 180 of the Massachusetts
General Laws and described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as now in force or hereafter amended (the “Code”).
The Society is organized exclusively for
charitable or educational purposes within the meaning of Section
501(c)(3) of the Code. Notwithstanding
any other provision of these Bylaws, the Corporation shall not carry
on any activities not permitted to be carried on by an organization
exempt from Federal income tax as described in Section 501(c)(3) of
the Code (or the corresponding section of any future Federal tax code). The
Society shall be operated for the purposes thus prescribed. It
shall not be operated for profit. No part of its net earnings
shall inure to the benefit of any private individual. In
the event of, and upon the dissolution of The Society, after paying
or adequately providing for the debts and obligations of the organization,
the remaining assets shall be distributed to a nonprofit fund, foundation
or corporation organized and operated exclusively for the purposes
specified in Section 501(c)(3) of the Code and which has established
its tax-exempt status under that section.
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Article 3. Members
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3.1 Members. The
initial members of The Society (the “Members”) shall be
those persons listed as directors in the Articles of Organization. Thereafter,
the Members of The Society shall be any individuals who join The Society
in support of its stated mission.
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3.2 Dues. Annual
membership dues shall be paid by Members as a condition of membership.
The amount shall be determined by the Board and shall be payable in
January of each year. New Members will be required to pay dues
upon joining. Dues paid by new Members as of October 1 or later will
cover the remainder of that calendar year through December 30 of the
following calendar year. Any Member whose dues are in arrears
for a period of one (1) year shall be dropped from membership unless
his/her non-payment is excused by action of the Board. The Board
may choose to elect Honorary Members, who shall not be required to
pay dues.
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3.3 Resignations. Any
Member may resign from The Society at any time.
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Article 4: Meetings
of Members
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4.1 Annual
Meetings. The Annual Meeting of the Members shall be held
within six (6) months of the end of each fiscal year, at a time and
place designated by the Board. In the event the Annual Meeting
is not held on such date, a special meeting in lieu thereof may be
held with all the force and effect of an Annual Meeting.
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4.2 Special
Meetings. The Recording Secretary (or, if the Recording
Secretary is unable or unwilling, any other officer) shall call a
special meeting of the Members on the order of the President, Vice
President, or Treasurer, or the Board of Directors. The call
for a special meeting shall be written. Business to be transacted
at a special meeting shall be limited to the subjects stated in the
call. Special meetings of the Members may be called
by the President, Vice President, Treasurer, Recording Secretary,
or Membership Secretary, or any member of the Board. A special
meeting shall be called by the Recording Secretary, or in
case of the death, absence or incapacity of the Recording Secretary,
by any other officer of The Society (“Officer”), upon
written application of any Members representing at least ten percent
(10%) of the current Members in good standing, stating the time,
place, and purpose of the meeting.
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4.3 Notice
of Meetings. All meetings of the Members shall be called
by giving at least seven days notice to the Members stating the place,
day, and hour for the meeting and its purpose. Notice shall be
sent by e-mail to the address of each Member as
the Member has supplied. Whenever notice of a meeting is required
to be given to Members under applicable law, the Articles of Organization,
or these Bylaws, a written waiver of notice, executed before or after
the meeting by a Member (or his or her duly authorized representative)
and filed with the records of the meeting, shall be deemed equivalent
to such notice.
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4.4 Quorum;
Voting. A majority of the Members present in person or
by proxy shall constitute a quorum. Any meeting may be adjourned
to such date or dates not more than ninety (90) days after the first
session of the meeting by a majority of votes cast upon the question,
and the meeting shall be held as adjourned without further notice. At
all meetings, each Member shall have one vote on every matter considered,
and the vote of a majority of the Members represented at the meeting
shall decide any matter brought before the meeting, except when a
larger vote is required by law, the Articles of Organization or these
Bylaws. Members may vote by written proxy dated not more than
six (6) months before the meeting named, which shall be filed with
the Recording Secretary of the meeting before being voted.
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Article 5: Board
of Directors
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5.1 Establishment
and Duties. The Society shall have a Board of Directors
(each member, a “Director” or more than one, “Directors”). Except
to the extent reserved to the Members by law, the Articles of Organization,
or these Bylaws, the business, property and affairs of The Society
shall be managed by the Directors, who may exercise all the powers
of The Society. Such powers shall be exercised consistently
with the purposes of The Society as set forth in the Articles of
Organization and these Bylaws. Except as otherwise provided
by these Bylaws, the Directors shall have the power to authorize
The Society to purchase, lease, and sell such property, and to make
such contracts and agreements as they deem advantageous. The
Directors may determine the compensation and duties, in addition
to those prescribed by the Bylaws, of all Directors, Officers, agents,
and employees of The Society. In the event of a vacancy on
the Board, the remaining Directors may exercise the powers of the
full Board until the vacancy is filled.
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5.2 Election
of the Board of Directors
a) There
shall be not more than fifteen (15) and not less than seven (7) Directors
of The Society.Directors shall be elected at the Annual Meeting of
the Members, and their terms shall begin on July 1, 2007. The
Board shall consist of those Members elected to the offices of President,
Vice President, Recording Secretary, Membership Secretary, and Treasurer,
plus no fewer than two (2) or more than ten (10) additional Directors,
so that there are a total of at least seven (7) and no more than
fifteen (15) Directors on the Board. Except
as indicated in this Article 5 and in Article 7.2 below, each Director
shall serve for a term of two (2) years and shall be eligible for
re-election for two (2) additional two (2)-year terms. When at all
possible, the Board shall endeavor to maintain an odd number of Directors.
b) Of
the nine (9) Directors in office at the time of adoption of these Bylaws,
the Recording Secretary plus three (3) Directors who are not holding
the offices of President, Vice President, Membership Secretary, or
Treasurer shall have a term of one (1) year, and the remaining one
(1) (non-Officer) Director, plus those Directors who are holding such
offices, shall have a term of two (2) years. Of the additional
Directors, if any, elected by the Directors thereafter, approximately
one half (½) shall serve a term ending at the Annual Meeting
of 2008, until their successors are elected, and the other one half
(½) shall serve a term ending at the Annual Meeting of 2009,
until their successors are elected.
c) At
the Annual Meeting of 2008, the Members shall elect new (or re-elect)
Directors to fill the positions of the Recording Secretary plus three
(3) (non-Officer) Directors whose one (1) year terms have expired,
and the additional Directors, if any, whose terms have also expired. Each
of the Directors elected (or re-elected) to fill these positions
shall serve a term of two (2) years until their successors are elected.
d) At
the Annual Meeting of 2009, the Members shall elect new (or re-elect)
Directors to fill the positions of the President, Vice President, Membership
Secretary and Treasurer and one (1) (non-Officer) Director whose two
(2) year term has expired, and the additional Directors, if any, whose
terms have also expired. Each of the Directors elected (or
re-elected) to fill these positions shall serve a term of two (2)
years until their successors are elected.
e) Thereafter,
every Director shall serve a full term of two (2) years until his or
her successor is elected. Any vacancies in the offices of
Directors may be filled by the Directors at any meeting
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5.3 Resignations. Any
Director may resign by giving written notice to the President or the
Recording Secretary or The Society at its principal office. Such
resignation shall be effective upon receipt unless specified to be
effective at some other time.
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5.4 Removals. A
Director may be removed by a vote of a majority of the Directors after
notice of the removal has been given to the Director. Such removal
shall be effective upon receipt of the notice by the Director unless
specified to be effective at some other time.
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5.5 Vacancies. Any
vacancy in the Board may be filled by the Members at any meeting.
Each such successor shall hold office for the unexpired term until
his or her successor is chosen, or until he or she sooner resigns or
is removed. The
Directors shall have all their powers notwithstanding the existence
of one or more vacancies in their number.
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Article 6: Meetings
of the Board of Directors
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6.1 Annual
Meeting. The Annual Meeting of the Directors shall be held
each year immediately before and at the place of the Annual Meeting
of the Members, at which the Board is elected. In the event
the Annual Meeting is not held on such date, a special meeting in
lieu of the Annual Meeting may be held with all force and effect
of an Annual Meeting. At the Annual Meeting, a reporting of the previous
year’s activities will be given by the President and Treasurer
and the Directors shall elect the President, Vice President, Treasurer,
Recording Secretary, Membership Secretary and any other Officers
of The Society.
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6.2 Regular
Meetings. Regular meetings of the Directors may be held at
such times and places as the Directors may determine.
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6.3 Special
Meetings. Special meetings of the Directors may be held
at any time and place when called by the President or one or more
Directors.
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6.4 Place
of Meetings. All meetings of the Directors shall be held
in the Commonwealth of Massachusetts or at any such other place within
or outside of the United States as shall be fixed by the President
or by the Directors.
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6.5 Notice
of Meetings. A written notice stating the place, day and
hour of any meeting of the Board shall be given to each Director
by e-mail or other electronic means at least
three (3) business days before the meeting date, addressed to the
Director at his or her usual or last known email address. Notice need not specify the purposes of the meeting
unless required by law, the Articles of Organization, or these Bylaws,
or unless there is to be considered at the meeting (i) a contract
or transaction of The Society with “interested persons” (as
defined in Article 11 below), or (ii) removal or suspension of an
Officer or Director.
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6.6. Waiver
of Notice. Whenever notice of a meeting is required, such notice
need not be given to any Director if a written waiver of notice,
executed by him or her (or his or her duly authorized representative)
before or after the meeting is filed with the records of the meeting,
or to any Director who attends the meeting without protesting the
lack of notice to him or her, before or at the commencement of the
meeting.
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6.7 Quorum.
At any meeting of the Board, a majority of the Directors then in office
shall constitute a quorum, but a smaller number may adjourn a meeting
from time to time without further notice.
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6.8 Action
by Vote. When a quorum is present at any meeting, a majority
of the Directors present and voting shall decide any question, including
election of Officers and appointment or election of committees, unless
otherwise provided by law, the Articles of Organization, or these
Bylaws.
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6.9 Action
by Writing. Any action required or permitted to be taken
at any meeting of the Board may be taken without a meeting if all
the Directors consent to the action in writing and the written consents
are filed with the records of the meetings of the Board. Such
consents shall be treated for all purposes as a vote at a meeting.
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6.10 Presence through
Communications Equipment. Unless otherwise provided by
law, members of the Board may participate in any meeting of the Board
by means of a conference telephone or video or similar communications
equipment by means of which all persons participating in the meeting
can hear each other at the same time. Participation by such
means shall constitute presence in person at the meeting.
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Article 7. Officers
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7.1 Number
and Qualification. The Officers of The Society shall be
a President, Vice President, Recording Secretary, Membership Secretary,
and Treasurer, and such other Officers as the Directors may determine.
The Society may also have such agents, if any, as the Directors may
appoint. The Recording Secretary shall be a resident of Massachusetts
unless The Society has a resident agent duly appointed for the purpose
of service of process. A person may not hold more than one
office at the same time.
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7.2 Election
and Terms.
a) The
President, Vice President, Recording Secretary, and Treasurer shall
each be elected every two (2) years by a majority vote of the Board
at its Annual Meeting, and shall each serve a two (2)-year term until
the next Annual Meeting and thereafter, until their successors shall
have been elected or, in each case, until either of them sooner dies,
resigns, is removed, or becomes disqualified.
b) The
Membership Secretary elected from among the initial Directors shall
serve for an initial one (1)-year term. Thereafter, he or she shall
be elected every two (2) years by a majority vote of the Board at
its Annual Meeting and shall serve until the next Annual Meeting
and thereafter, until her or his successors shall have been elected
or until she or he sooner dies, resigns, is removed, or becomes disqualified.
c) Other
Officers, if any, may be elected by the Directors at any time. With
the exception of the positions of Recording Secretary, Membership Secretary,
and Treasurer, Officers may succeed themselves up to a total number
of six (6) years of service. The positions of Recording Secretary,
Membership Secretary, and Treasurer shall not be subject to this
limitation.
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7.3 General
Duties. The Officers are the leaders of The Society. They
are expected to exercise imagination and administrative skill in
bringing The Society’s effectiveness to newer and higher levels
during their terms in office. The President should especially seek
to maintain The Society as an active and vigorous organization with
programs that carry forward its objectives and serves it Members.
He/she should seek to motivate its Officers and the chairpersons
of committees to perform their roles with a high degree of competence
and to encourage its Members to participate in its programs.
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7.4 President. Unless
the Directors specify otherwise, the President shall be the chief executive
officer of The Society and, subject to the control of the Directors,
shall have general charge and supervision of the affairs of The Society. The
President shall: call and preside at all meetings of the Members and
of the Board; exercise day-to-day management of The Society; see that
the other Directors follow through on given responsibilities and assignments;
serve as Chair of the Executive Committee, appoint chairpersons of
committees, subject to the approval of the Board; serve as an ex-officio
member of all committees except the Nominating Committee; appoint the
Nominating Committee with the Board’s approval; act as liaison
to the Fellowship of Bibliographic Societies; and perform such other
duties as required by the Board.
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7.5 Vice
President. The Vice President shall have all the powers and duties
of the President during the absence of the President or during the
President’s inability to act. The Vice President shall
have such other duties and powers as designated by the Directors
or the President.
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7.6 Treasurer. The
Treasurer shall be the chief financial officer and the chief accounting
officer of The Society. He or she shall be in charge of its financial
affairs, books of account, accounting records and procedures, funds,
securities and valuable papers, and he or she shall keep full and accurate
reports thereof. He or she shall also prepare or oversee all
reports and filings required by The Commonwealth of Massachusetts,
the Internal Revenue Service, and other governmental agencies. He
or she shall have such other duties as may be designated by the Directors
or the President. During the absence, the disability, or the
inability of the Treasurer to perform his or her duties, an appointed
alternate shall perform such duties.
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7.7 Recording
Secretary. The Recording Secretary shall set meeting agendas
and record and maintain records of all proceedings of the Directors
and the Members in books kept for that purpose, which shall be kept
within The Commonwealth at the principal office of The Society or
at the office of the Recording Secretary or The Society’s resident
agent. Such books shall also contain record of all meetings
of incorporators and the original or attested copies of the Articles
of Organization and Bylaws and names of all Directors and Members
and the address of each. If the Recording Secretary is absent
from any meeting of Directors, a temporary Recording Secretary chosen
at the meeting shall exercise the duties of the Recording Secretary
at the meeting. During the absence, the disability, or the
inability of the Recording Secretary to perform his or her duties,
an appointed alternate shall perform such duties. The Recording Secretary
will annually submit to the state the required Certificate of Change
of Directors or Officers of Non-Profit Corporations
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7.8 Membership
Secretary. The Membership Secretary shall be responsible for
maintaining records of the names and email addresses of all Members and
dues paid. The Membership Secretary shall also be responsible for emailing annual dues notices and reminders to all
Members. The Membership Secretary will work with the Treasurer to
ensure current upkeep of the membership list.
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7.9 Immediate
Past Presidents. The two immediate past Presidents
of The Society shall be non-voting members of the Board, but shall
act as advisors and counselors to the Officers and Directors in their
efforts to ensure that The Society meets its goals and purposes.
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7.10 Resignations. Any
Officer may resign at any time by giving written notice to the President,
the Recording Secretary, or The Society at its principal office. Such
resignation shall be effective upon receipt unless specified to be
effective at some other time.
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7.11 Removals. Any
Officer may be removed with or without cause by a vote of a majority
of the Directors. An Officer may be removed for cause only after
notice of the removal has been given to the Officer with the specific
purpose for removal stated. The Officer must be given an opportunity
to be heard before the Board.
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7.12 Vacancies. The
Directors shall elect a successor if the office of the President, Treasurer,
Recording Secretary, or Membership Secretary becomes vacant, and may
elect a successor if any other office becomes vacant. Each such
successor shall hold office for the unexpired term and in the case
of the President, Treasurer, Recording Secretary, or Membership Secretary
until his or her successor is elected, or until he or she sooner dies,
resigns, is removed, or becomes disqualified. The Officers shall
have all their powers notwithstanding the existence of one or more
vacancies in their number.
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Article 8. Committees
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8.1 Election
and Delegation. The Directors may elect or appoint one
or more committees, which may consist of Members who are Directors
and Members who are not Directors. The Directors shall determine
the make-up of each committee, term of membership, eligibility for
reappointment, and committee chairs. All committees shall act
through recommendations to the Board, and such recommendations shall
take effect if approved by the full Board. Unless the Directors
otherwise determine, the Executive Committee shall have all of the
powers of the Directors during intervals between meetings of the
Board, except for the following powers:
- to change the principal office of The Society;
- to amend the Bylaws;
- to elect Officers;
- to change the number of the Board and to fill vacancies in the
Board; and
- to remove Officers or Directors from office.
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8.2 Committee
Meetings. Unless the Directors otherwise determine, committee
meetings shall be held at such places and at such times as the chair
of such committee shall determine. The provisions of Article
6 regarding notice of meetings, quorum, action by vote, and action
by writing shall apply to committee meetings as nearly as may be,
with the terms “committee” or “committee member(s)” substituted
for “Board of Directors” or “Director(s).” The
members of any committee shall remain in office at the pleasure of
the Directors. A committee member who is absent, without notice,
for more than three (3) successive meetings of the committee shall
be considered to have resigned. Chairpersons of committees
who are not Directors may be invited to attend Board meetings as
appropriate, and may speak but not vote.
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8.3 Standing
Committees. The Society shall have a standing Executive
Committee, which shall include the President, who shall serve as
Chair, the Vice President, the immediate past President, the Recording
Secretary, the Membership Secretary, and the Treasurer, and up to
one (1) other elected Director. Upon recommendation of the
Executive Committee, the Board may appoint such additional standing
committees as it determines appropriate and shall have the power
to appoint and delegate some of its powers to one or more of such
committees, except as otherwise provided by law, The Society’s
Articles of Organization, or these Bylaws.
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Article 9. Documents
of the Society
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9.1 Execution
of Papers. Except as the Directors may authorize otherwise,
all checks, contracts, deeds, leases, bonds, notes, and other obligations
made, accepted or endorsed by The Society shall be signed by the
President or the Treasurer of The Society.
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9.2 Corporate
Records; Archives. The original or attested copies of the
Articles of Organization, these Bylaws and records of all meetings
of the Directors shall be kept in Massachusetts at the principal
office of The Society, at an office of The Society’s Recording
Secretary or resident agent, or at the offices of the Massachusetts
Historical Society in Boston, Massachusetts. Such copies and records
need not all be kept in the same office, but they shall be available
at all reasonable times to the inspection by the representative of
any Member for any proper purpose relative to the interests or activities
of The Society. If possible, the archives of The Society shall
be maintained at the Massachusetts Historical Society. |
9.3 Recordable
Instruments. Any recordable instrument purporting to affect
an interest in real estate, executed in the name of The Society by
the President, the Vice President (if any), and the Treasurer, shall
be binding on The Society in favor of any purchaser or other person
relying in good faith on such instrument, notwithstanding any inconsistent
provision of the Articles of Organization, these Bylaws, or resolutions
or votes of The Society.
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Article 10. Compensation
Directors shall be entitled to receive
for their services such amount, if any, as the Directors may
determine, including expenses of attendance at meetings. Subject
to the Articles of Organization and Article 11 below, Directors
shall not be precluded from serving The Society in any other
capacity and receiving compensation for any such services.
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Article 11. Conflicts
of Interest
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11.1 Recusal. A
Director may recuse him or herself from voting or from participating
in a meeting at any time that such Director believes that he or she
may have a conflict of interest with respect to a matter before the
Board, or that he or she is an “interested person,” and
that voting or participating in deliberations on such matter would
not be appropriate in the circumstances. Such Director shall
disclose to the Board the reasons for such recusal. For purposes
of these Bylaws, an “interested person” is a Director,
a member of a Director’s family, or a business associate of a
Director, who has a material financial interest in a contract or transaction
to which The Society is to be a party.
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11.2 Financial
Interests. No contract or transaction between The Society
and one or more of its Directors, or between The Society and any
other corporation, partnership, association, or other organization
in which one or more of The Society’s Directors are directors
or officers or have a financial or other interest, shall be void
or void-able solely for this reason, or solely because such Director
is present at or participates in the meeting of the Board or committee
thereof that authorize the contract or transaction, or solely because
his or her votes are counted for such purpose, nor shall any Director
be under any liability to The Society on account of any such contract
or transaction provided:
a) The
material facts as to the Directors’ relationship or interest
as to the contract or transaction are disclosed or are known to
the Board or the committee, and the Board or committee authorizes
the contract or transaction by the affirmative votes of a majority
of the disinterested Directors; or
b) The
contract or transaction is fair as to The Society as of the time
it is authorized, approved or ratified by the Board, a committee
of the Board, or otherwise by The Society.
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Article 12. Indemnification
of Directors
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12.1 Directors, Officers,
Employees and Committee Members. The Society shall, to the extent
that the status of The Society as an organization exempt under the
Code is not affected thereby and to the extent legally permissible,
indemnify each of its Directors, Officers and employees (each, an “Indemnitee”),
against all expenses and liabilities, including reasonable counsel
fees, incurred by or imposed upon the Indemnitee in connection with
any claim, action, suit, or other proceeding or investigation, whether
civil or criminal and including appeals (a “Proceeding”),
in which the Indemnitee may become involved, by reason of his or
her having acted on behalf of The Society in any activity authorized
by The Society. Such indemnification shall include payment
by The Society of reasonable expenses incurred in defending a Proceeding,
upon receipt of an understanding by the Indemnitee to repay such
payment if he or she shall be adjudicated not to have acted in good
faith and in the reasonable belief that his or her action was in
the best interests of The Society. The Indemnitee shall, as
a condition precedent to the Indemnitee’s right to be indemnified
hereunder, give to The Society written notice as soon as practicable
of any set of facts for which indemnity could or will be sought pursuant
to this Article 12.
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12.2 Other Agents. The
Board may, by general vote or by vote pertaining to a specific agent
or class thereof, authorize indemnification of The Society’s
agents, other than those persons included above as Indemnitees, to
whatever extent the Board may determine. As used herein, the
term “Indemnitee” shall include all persons for whom the
Board so authorizes indemnification, subject to the specific terms
of such authorization.
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12.3 Other Rights and
Remedies. The indemnification provided by this Article
12 shall not be deemed exclusive of any other rights to which any
Indemnitee may be entitled while holding office, and shall continue
as to a person who has ceased to be a Director, Officer, employee,
or agent and shall inure to the benefit of his or her heirs, executors
and administrators. All rights to indemnification under this Article
12 shall be deemed to be in the nature of a contractual obligation
of The Society bargained for by each Indemnitee who serves in such
capacity at any time while these Bylaws and other relevant provisions
of law are in effect. No repeal or modification of these Bylaws shall
adversely affect any such rights or obligations then existing with
respect to any facts then or until that time existing, or any Proceeding
until that time or thereafter brought based in whole or in part upon
any such facts. The Society shall also indemnify any Indemnitee for
reasonable attorneys’ fees, costs and expense in connection
with the successful enforcement of the Indemnitee’s right under
this Article 12.
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12.4 Insurance. The Board may authorize the
purchase and maintenance of insurance in such amounts as the Board
may from time to time deem appropriate, on behalf of any person who
is or was an Indemnitee, against any liability incurred by such Indemnitee
in any such capacity, or arising out of such person’s status
as Indemnitee, whether or not such person is entitled to indemnification
by The Society pursuant to this Article 12 or otherwise and whether
or not The Society would have the power to indemnify the person against
such liability.
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Article 13. Amendments
These Bylaws, or any provision hereof,
may be amended or repealed by the affirmative vote of two-thirds
(2/3) of the Members present
at any meeting of Members, provided that the substance or
effect of the proposed amendment or repeal has been stated in the
notice of such meeting.
June 2008
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