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From Pumping Station One
→President.
There shall be a standing committee convened by the Board of Directors responsible for reviewing disputes, disciplinary matters, and potential violations of the membership agreement. All operational information about the DRC is contained in the governance document, “yymmdd Dispute Resolution Committee,” (where yy is the last two digits of the year, mm is the month, and dd is the day) most recently announced and noted in the minutes of any meeting of the board of directors.
There shall be a standing committee convened by the Board of Directors responsible for reviewing disputes, disciplinary matters, and potential violations of the membership agreement. All operational information about the DRC is contained in the governance document, “yymmdd Dispute Resolution Committee,” (where yy is the last two digits of the year, mm is the month, and dd is the day) most recently announced and noted in the minutes of any meeting of the board of directors.
== ARTICLE V - OFFICERS ==
== ARTICLE V - FIDUCIARY DUTIES==
=== Eligibility, Designation, Nomination, Election and Term of Office. ===
Directors and Officers ultimately hold full non-delegable responsibility for the Corporation’s actions and well-being. Directors and Officers are legally required to fulfill the following fiduciary duties to the Corporation:
===Duty of Diligence.===
Directors and Officers are required to carry out their board responsibilities with careful attentiveness and dedication – attending meetings, actively participating in board deliberations, seeking outside counsel and guidance as appropriate; and ensuring that all state and federal taxes, registrations, returns, and other financial reports required under applicable laws are timely filed.
===Duty of Loyalty.===
Directors and Officers must always act in the best interests of the Corporation. This applies to not only decisions that involve their own personal or business loyalties, but also those of other key employees, directors, and officers involved in the Corporation. Directors shall comply at all times with the Conflicts of Interest Policy in Section [II.6###] above; and shall refrain from making non-program loans, gifts, or advances to any person, except as permitted under the Act.
===Duty of Obedience.===
Directors and Officers are required to ensure that the Corporation’s activities adhere and conform to the purposes set forth in the Corporation’s purpose statement at Section [I.1###] above; and to utilize the assets of the Corporation for the best interest of the Corporation’s beneficiaries. They are to avoid wasting charitable assets. This includes, but is not limited to incurring penalties, fines, and unnecessary taxes.
== ARTICLE VI - BOARD OF DIRECTORS ==
== ARTICLE VI - BOARD OF DIRECTORS ==
===General Powers and Duties.===
=== General Powers and Duties. ===
The property, business and affairs of the Corporation, including oversight of its Officers, shall be managed by its Board of Directors (the “Board,” each individual member a “Director”).
The property, business and affairs of the Corporation, including oversight of its Officers, shall be managed by its Board of Directors (the “Board,” each individual member a “Director”).
====Number, Eligibility, Nomination, Election and Term of Office.====
The Board of Directors (“Board”) will be comprised of Directors-at-Large and the following Officers: President, Vice President, and Secretary (“Members of the Board”) . The number of positions shall be determined by three-fourths (¾) supermajority vote of the Board of Directors, at a regular meeting of the directors. There shall be no less than seven (7) and no more than twelve (12) members of the Board of Directors.
In order to be eligible to be nominated for the Board of Directors, a person must be a Member in good standing for the five (5) consecutive months prior to the date of the election in question, and shall not have reached the term limit for holding office on the Board of Directors or the position for which they are nominated.
Any member has the right to nominate any eligible person for a position. Members have the right to nominate themselves. Potential Board Members may be nominated by any Member at least one week prior to the Annual Meeting. Once a candidate is nominated, only that candidate can remove their name from consideration. No members can accept a nomination for more than one position in any single election term. If no person is nominated to run for a position, nominations for that position may be made at the Annual Meeting, in person, before the vote. If no one is nominated for a position at the time of the vote at the Annual Meeting, then the holder of such position shall choose a successor, or if unwilling or unable, the incoming Board of Directors shall appoint a Member to such position by majority vote.
If fewer candidates are nominated than there are positions for At-Large Director in advance of the Annual Meeting, the nominated candidates shall run unopposed. Nominations for candidates to fill the unfilled seats shall be accepted at the Annual Meeting, and an election shall follow. If no one accepts the nomination at the Annual Meeting, then the position shall be filled as set forth in Vacancies [V.10].
The members of the Board shall be elected at the Annual Meeting, from the pool of nominated candidates, by the Membership to hold the position for one-year, beginning January 1 of the year following their election, and until their successors have taken office, or until their death, resignation or removal.
No member may hold the same position on the Board more than three consecutive full terms, and no member can serve on the Board for more than five consecutive full terms. No two positions may be held by the same person.
===Director-at-Large Elections===
The following procedures shall be followed with regards to the number of candidates that accept nominations for Director-at-Large positions:
====Candidates more than Positions.====
If the number of candidates is greater than available positions, the election for Directors-At-Large shall be combined, with each member of the organization being entitled to the number of votes equal to the number of positions, which shall not both be cast for the same candidate. The director candidates who receive the highest vote counts shall hold positions on the Board of Directors. In the event of a tie, the incumbent Secretary shall choose the candidate to take the position.
====Candidates equal to Positions.====
If there is a number of candidates equal to the available number of positions for Directors in advance of the Annual Meeting, these candidates shall run unopposed, a vote for Directors at the Annual Meeting shall not take place, and all shall hold positions on the Board of Directors.
====Candidates fewer than Positions.====
If fewer candidates are nominated than there are positions for Directors in advance of the Annual Meeting, the nominated candidates shall run unopposed. Nominations for candidates to fill the unfilled seats shall be accepted at the Annual Meeting, and an election shall follow. If no one accepts the nomination at the Annual Meeting, then the position shall be filled as set forth in Vacancies [###V.10].
===No Compensation.===
No Director shall be compensated monetarily for their work as a Director, although the Corporation may provide insurance and indemnity as permitted by Illinois law. A waiver of Dues in return for services to the Corporation shall not be considered compensation.
===Resignations.===
Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect when the notice is delivered unless the notice specifies a future date; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Resignations of Officers as set forth in Vacancies[###V.10] or removal of Officers as set forth in Removal and Dismissal [###V.9] shall simultaneously act as resignations of such Officer’s Director position under this Section.
===Vacancies.===
Any At-Large Director vacancy because of death, resignation, removal, disqualification or any other cause, occurring in the Board of Directors shall be filled for the remainder of the term by a majority vote of the Members at an Annual, Regular or Special Meeting. Nominations for candidates to fill the Director vacancy shall open when the Director vacates the office, and remains open for two weeks. Members shall elect the replacement Director among the candidates who have been nominated and who have accepted their nominations, using the procedures set forth herein. Each Director elected to fill a vacancy shall hold office until the next Annual Meeting.
===Vote of the Board of Directors.===
The following issues may be decided by vote at a meeting of the Board of Directors:
The following issues may be decided by vote at a meeting of the Board of Directors:
#Courses of action which shall be necessary and proper and to fulfill the fiduciary duties of the Directors [###VI.1]
# Courses of action which shall be necessary and proper and to fulfill the fiduciary duties of the Directors [VI.1]
#Authorizing the use of funds from the Corporation’s general fund for regular expenses in the ordinary course of business to keep the Corporation operating and to fulfill the organization’s mission.
# Authorizing the use of funds from the Corporation’s general fund for regular expenses in the ordinary course of business to keep the Corporation operating and to fulfill the organization’s mission.
#Authorizing the use of funds from the Corporation’s general fund to obtain professional advice and services for the management of the Corporation or the fulfillment of its mission.
# Authorizing the use of funds from the Corporation’s general fund to obtain professional advice and services for the management of the Corporation or the fulfillment of its mission.
#Authorizing the use of funds donated for a specified purpose.
# Authorizing the use of funds donated for a specified purpose.
#Creating, modifying, and revoking policies regarding legal, contractual, non-profit, and insurance-related issues.
# Creating, modifying, and revoking policies regarding legal, contractual, non-profit, and insurance-related issues.
#Fulfilling any obligations to ensure the health of the organization.
# Fulfilling any obligations to ensure the health of the organization.
#Authorizing the use of funds from the Corporation's general fund, and creating, modifying, and revoking policies, regarding health and safety in the Corporation's Workspace.
# Authorizing the use of funds from the Corporation's general fund, and creating, modifying, and revoking policies, regarding health and safety in the Corporation's Workspace.
#Authorizing any other actions by the Corporation as allowed by law and necessary to ensure the continuity of the Corporation and the fulfillment of its mission.
# Authorizing any other actions by the Corporation as allowed by law and necessary to ensure the continuity of the Corporation and the fulfillment of its mission.
===Meetings.===
====Annual Meetings.====
=== Meetings. ===
All members of the Board of Directors and Officers shall strive in good faith to attend the Annual Meeting in person. The Annual Meeting of the Board of Directors shall take place in conjunction with the Annual Meeting of the Members. Records and reports of the Annual Meeting shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each annual meeting and make such minutes available to the Membership via online archived files.
====Regular Meetings and Special Meetings.====
Annual Meetings. All of the Directors shall strive in good faith to attend the Annual Meeting in person. The Annual Meeting of the Board of Directors shall take place in conjunction with the Annual Meeting of the Members. Records and reports of the Annual Meeting shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each annual meeting and make such minutes available to the Membership via online archived files.
All members of the Board of Directors shall strive in good faith to attend both the Regular Meetings of the Board of Directors, and Special Meetings in person. After considering the availability of the Directors, the Board of Directors shall provide by resolution the time and place, either within or without the State of Illinois, for the holding of both the Regular Meetings and Special Meetings. Records and reports of both the Regular Meetings and Special Meetings shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each Regular Meeting and Special Meeting and make such minutes available to the Membership via online archived files.
==== Regular Meetings. ====
====Notice of Meetings.====
All of the Directors shall strive in good faith to attend the Regular Meetings of the Board of Directors in person. After considering the availability of the Directors, the Board of Directors shall provide by resolution the time and place, either within or without the State of Illinois, for the holding of the Regular Meetings. Records and reports of the Regular Meetings shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each regular meeting and make such minutes available to the Membership via online archived files.
==== Notice of Meetings. ====
Board Meetings shall occur on the first and third Tuesday at the Corporation’s premises, to the extent practicable, or at some other time and place, either within or without the State of Illinois, as provided by resolution of the Board of Directors. If a Board Meeting will take place at another time or location, all Directors and Members will receive written notice not less than five (5) days in advance, if practicable. All Board Meetings, including those not held in conjunction with Membership Meetings, are open to all Members except in extraordinary circumstances.
Board Meetings shall occur on the first and third Tuesday at the Corporation’s premises, to the extent practicable, or at some other time and place, either within or without the State of Illinois, as provided by resolution of the Board of Directors. If a Board Meeting will take place at another time or location, all Directors and Members will receive written notice not less than five (5) days in advance, if practicable. All Board Meetings, including those not held in conjunction with Membership Meetings, are open to all Members except in extraordinary circumstances.
====Quorum.====
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting or vote of the Board of Directors. If less than a majority of the Board of Directors are present, no action shall be taken except to adjourn the meeting to another time without further notice. The act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the Articles of Incorporation of the Corporation, or these Bylaws.
Participation at Meetings by Conference Telephone.====
====Members of the Board of Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence at the meeting of the person or persons so participating. Members of the Board of Directors shall strive in good faith to attend all meetings of the Board of Directors in person.
====Informal Action.====
Any action required to or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors. The Secretary of the Corporation shall archive such consent as he or she would for any other Board of Directors meeting, including making such consent available to the Membership via online archived files.
===Removal and Dismissal.===
Any of the members of the Board of Directors may be removed by an affirmative ⅔ supermajority vote of the members present and voted, either in person or by proxy. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of the Board shall not of itself create any contract rights.
===Interested Members of the Board.===
The presence of a Member of the Board, who has a vested interest or a conflict of interest, as defined by the Conflicts of Interest Policy [II.6###], may be counted in determining whether a quorum of the Board of Directors (or a committee of the Board) is present but may not be counted when action is taken on the transaction. Such interested Members of the Board shall voluntarily excuse themselves from the discussions on such transactions.
==== Quorum. ====
== ARTICLE VII - OFFICERS ==
===Officers.===
The Officers of the Corporation (each an “Officer,” collectively the “Officers”) shall consist of a President, a Vice President, a Secretary, a Treasurer, a Chief Technology Officer, and a Public Relations Officer and such other officers as the Board of Directors may authorize. Additional officers shall be authorized by a Vote of the Board of Directors at any regular board meeting. No two positions may be held by the same person.
===No Compensation.===
No Officer shall be compensated monetarily for their work as an Officer, although the Corporation may provide insurance and indemnity as permitted by Illinois law and Article VIII below. A Work in Lieu of Dues waiver for services to the Corporation shall not be considered compensation.
==== Participation at Meetings by Conference Telephone. ====
===Elected Officers===
The President, Vice President, and Secretary shall be elected by the membership. Eligibility, nomination, and term of office for Elected Officers shall be the same as those for Directors.
====Officer Elections====
The vote for each position shall be a separate distinct vote. The candidate with the most votes shall hold the position. In the event of a tie, the incumbent Secretary shall choose the candidate to hold the office. If the tie is for the office of Secretary the incumbent Vice President shall choose the candidate to hold the office
==== Informal Action. ====
====President.====
The President shall be the principal executive officer of the Corporation.
=====Powers of the President.=====
:The President shall call to order and preside at all meetings of the Membership and the Board of Directors. Subject to the directions of the Board of Directors, the President shall in general supervise and control the business and affairs of the Corporation and shall perform all duties incident to the office of President and such other duties as may be assigned to them by the Board of Directors, including (i) setting the agenda for all meetings and (ii) actively seeking new officers, directors and members for the Corporation. The President is encouraged to seek additional financial resources for use by the Corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute documents and other contracts requiring signature of the Corporation. The President shall have general superintendence of all other officers of the Corporation and shall see that their duties are properly performed. The President shall from time to time report to the Board of Directors and to the Members all matters within their knowledge which the interests of the Corporation may require to be brought to their notice and shall perform such other duties as the Board of Directors may assign. The President shall manage the Corporation and perform all of their duties in a fiscally responsible manner. The President shall, in conjunction with the Secretary, file all required reports and statements with all necessary government entities, including but not limited to the Illinois Secretary of State, the Internal Revenue Service and such other governmental agencies as applicable. The President shall represent the Corporation at all times during their tenure and is empowered as such to do whatever is reasonably necessary to increase the community’s awareness of the Corporation and its goals in a positive manner.
=== Removal and Dismissal. ===
=====Contractual Authorization.=====
:The President is only authorized to enter into contracts where no reasonably known liability or financial commitment is assumed by the Corporation beyond $1,000. Agreements which include a clause placing risk on the organization such as fines for breach of contract or claims to property as recourse, for example, must first be authorized by a vote of the Board or Members. Upon entering into a contract on behalf of the Corporation, the President shall promptly notify the Membership and make a signed copy available for review. Where no Membership authorization is required, the President is encouraged to consult with the Membership on such matters.
====Vice President.====
In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President and shall immediately notify the President when acting in such capacity as well as what action was taken and the purpose thereof. The Vice President shall perform such duties as the Board of Directors or the President may assign from time to time. The Vice President is responsible for enforcing the rules of meeting procedure. The Vice President shall perform all of their duties in a fiscally responsible manner.
=== Interested Directors. ===
====Secretary.====
The Secretary shall act as Secretary of the Board of Directors, shall give, or cause to be given, notice of all meetings of the Board of Directors and the Membership, unless notice thereof be waived, shall supervise the custody of all records and reports and shall be responsible for the keeping and reporting of adequate records of all meetings of the Board of Directors as required by law and these Bylaws. Prior to any meeting of the Board of Directors, the Secretary shall distribute to each Director a copy of the agenda for such meeting and the records of the meeting immediately preceding such meeting. The Secretary shall make all records and minutes of all meetings available to the Membership via online archived files. The Secretary shall make available the minutes of the previous meeting in person at Board of Directors Meetings and placing the minutes online before such meeting shall satisfy this requirement. The Secretary shall, in conjunction with the President, file all required reports and statements with all necessary government entities, including but not limited to the Illinois Secretary of State, the Internal Revenue Service and such other governmental agencies as applicable. The Secretary shall perform such duties as the Board of Directors may assign from time to time. The Secretary shall manage the Corporation and perform all of their duties in a fiscally responsible manner.
The presence of an interested Director, as defined by the Conflicts of Interest Policy [II.6], or of a Director who is otherwise not disinterested may be counted in determining whether a quorum of the Board of Directors or a committee of the Board is present but may not be counted when action is taken on the transaction. Such interested Director shall voluntarily excuse themselves from the discussions on such transaction.
===Appointed Officers.===
The Treasurer, Chief Technology Officer, Public Relations Officer, and any other officer position created by the Board, shall be appointed by a majority vote of the Board of Directors. These officers may be appointed at any time and shall have an annual review within 3 months of the Board of Directors taking office.
====Treasurer.====
The Treasurer shall oversee full and correct accounting of receipts and disbursements, including expenses, expenditures, and money raised in the books belonging to the Corporation. The treasurer shall ensure the collection of all Dues from Members, shall ensure all necessary payments to maintain any space leased by the Corporation, and shall ensure of all moneys and other valuable effects in the name and to the credit of the Corporation are deposited in such banks as may be designated by the Board of Directors. The Treasurer will act as Chair of the Treasury Committee, should one be formed. The Treasurer shall establish bank account(s) and provide bank statement reports to the Board of Directors at all Board meetings. The Treasurer shall provide organizational bank statement reports to any Member upon request. The Treasurer shall help to raise funds to serve the purposes of the Corporation, and the Treasurer shall dispose of funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, whenever they may require it of them , an account of all their transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall oversee accurate reporting of the financial condition of the Corporation to the IRS as required by law. The Treasurer shall perform such duties as the Board of Directors may assign. The Treasurer shall perform all of their duties in a fiscally responsible manner. The Treasurer shall strive to abide by any lawful policies enacted by the Board of Directors on financial openness, transparency and reporting. The Membership is encouraged to advise the Board on said policies.
====Chief Technical Officer.====
The Chief Technical Officer (the “CTO”) shall oversee, manage and maintain the Corporation’s technological infrastructure as needed by the Corporation. The CTO shall maintain any website, member management system, and other required systems of the Corporation and the Corporation’s internal network. The CTO shall perform such duties as the Board of Directors may assign from time to time. The CTO shall manage the Corporation and perform all of their duties in a fiscally responsible manner. The CTO shall provide to the Board upon request all passwords, source code, and any other information the Board may deem necessary to insure continuity in operation of the Corporation’s data infrastructure. The CTO shall secure ownership by and for the corporation of any software licenses, cloud accounts, connectivity, hosted services, and other forms of information technology that comprise the corporation’s infrastructure.
====Public Relations Officer.====
The Public Relations Officer (the “PRO”) shall oversee, manage, and maintain services and systems to make the public aware of the purposes of the Corporation through community outreach, shall monitor marketing efforts, and shall serve as the primary point of contact for all media inquiries. The PRO is responsible for working with the Board of Directors and the Members to coordinate strategic public relations campaigns to promote the organization. The PRO shall be responsible for the content of all official press releases and announcements, and will work to develop communications strategies that advance the organization’s goals. The PROshall be responsible for ensuring that the Corporation’s events are appropriately publicized through a variety of media outlets by managing the promotion process and delegating tasks as necessary. The PRO, if so directed by the Board, will also coordinate the development of a comprehensive fundraising strategy for the organization, including recruiting, building and maintaining long-term relationships with donors and potential donors, and working with the Membership to focus effort on the most appropriate fundraising activities with the highest chance of success. In all capacities, the PRO is focused on raising awareness of the organization and its work at both a local and national level. The PRO shall perform such duties as the Board of Directors may assign from time to time and perform all of their duties in a fiscally responsible manner.
===Resignation.===
Any Officer may resign at any time by giving written notice to the President, the Secretary or the Board of Directors of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
===Removal.===
Elected officers shall be removed in the same manner as Directors. Appointed Officers of the Corporation shall be removed by a majority vote of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create any contract rights.
===Vacancies.===
Any vacancy in any office because of death, resignation, removal, disqualification or any other cause, may be filled by temporary appointment by a majority vote of the Board of Directors, and shall be filled for the remainder of the term by a majority vote of the same method of their election or appointment at a Regular or Special Meeting. Such vote to fill a vacant position shall occur within sixty (60) days of the office becoming vacant with the nomination period for that position opening three (3) weeks prior to the vote and closing one (1) week prior to the vote. A vote to fill a vacancy shall end the temporary term of an officer appointed by the Board of Directors.
== ARTICLE VII - COMMITTEES ==
== ARTICLE VIII - COMMITTEES ==
=== Committees. ===
=== Committees. ===
The Board of Directors may create and appoint persons to a commission, advisory body, or other such body which may or may not have Directors as members. Any such commission, advisory body or other body may not act on behalf of the Corporation or bind the Corporation to any action but may make recommendations to the Board of Directors or to the officers of the Corporation.
The Board of Directors may create and appoint persons to a commission, advisory body, or other such body which may or may not have Directors as members. Any such commission, advisory body or other body may not act on behalf of the Corporation or bind the Corporation to any action but may make recommendations to the Board of Directors or to the officers of the Corporation.
== ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS ==
== ARTICLE IX - INDEMNIFICATION OF DIRECTORS AND OFFICERS ==
=== Right to Indemnification. ===
=== Right to Indemnification. ===
Any amendment, repeal or modification of any provision of this Article VIII by the members or the Directors of the Corporation shall not adversely affect any right or protection of a Director or officer of the Corporation existing at the time of such amendment, repeal or modification.
Any amendment, repeal or modification of any provision of this Article VIII by the members or the Directors of the Corporation shall not adversely affect any right or protection of a Director or officer of the Corporation existing at the time of such amendment, repeal or modification.
== ARTICLE IX - CONTRACTS AND FINANCIAL TRANSACTIONS ==
== ARTICLE X - CONTRACTS AND FINANCIAL TRANSACTIONS ==
=== Contracts. ===
=== Contracts. ===
The Corporation shall apply for grants from third parties only for specific projects and only pursuant to properly submitted and approved grant applications in accordance with and in the furtherance of the objectives and purposes of the Corporation as set forth in the Articles of Incorporation and these Bylaws. Approval of grant applications shall require the affirmative vote of a majority of the Directors. The Corporation may hire grant writers to prepare grant applications.
The Corporation shall apply for grants from third parties only for specific projects and only pursuant to properly submitted and approved grant applications in accordance with and in the furtherance of the objectives and purposes of the Corporation as set forth in the Articles of Incorporation and these Bylaws. Approval of grant applications shall require the affirmative vote of a majority of the Directors. The Corporation may hire grant writers to prepare grant applications.
== ARTICLE X - MISCELLANEOUS ==
== ARTICLE XI - MISCELLANEOUS ==
=== Principal Office. ===
=== Principal Office. ===
In the event the Corporation must dissolve, voluntarily or otherwise, it shall distribute the remaining assets of the Corporation to an entity or entities with 501(c)(3) status and with similar purposes, as determined by the Board of Directors.
In the event the Corporation must dissolve, voluntarily or otherwise, it shall distribute the remaining assets of the Corporation to an entity or entities with 501(c)(3) status and with similar purposes, as determined by the Board of Directors.
== ARTICLE XI - AMENDMENTS ==
== ARTICLE XII - AMENDMENTS ==
=== Method of Amendment. ===
=== Method of Amendment. ===
These Bylaws may be altered, amended or repealed, and new and other Bylaws may be made and adopted by a two-thirds (⅔) supermajority vote of the Members voting at the meeting or by proxy. A copy of any proposed amendment to these Bylaws shall be delivered with the notice to the Members regarding the vote on such amendment. The Board of Directors must provide the Membership with twelve (12) days’ notice of a planned vote to amend these Bylaws. Proposals to change the text of such amendments must be received at least five (5) days before the meeting at which such vote is to take place. The Board of Directors may delay a meeting to vote on amending these Bylaws for up to three (3) weeks in order to confirm the legality of such amendment(s).
These Bylaws may be altered, amended or repealed, and new and other Bylaws may be made and adopted by a two-thirds (⅔) supermajority vote of the Members voting at the meeting or by proxy. A copy of any proposed amendment to these Bylaws shall be delivered with the notice to the Members regarding the vote on such amendment. The Board of Directors must provide the Membership with twelve (12) days’ notice of a planned vote to amend these Bylaws. Proposals to change the text of such amendments must be received at least five (5) days before the meeting at which such vote is to take place. The Board of Directors may delay a meeting to vote on amending these Bylaws for up to three (3) weeks in order to confirm the legality of such amendment(s).
