Changes

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.

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.

== 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).