These Bylaws (referred to as the "Bylaws") govern the affairs of American Telemedicine Association, a nonprofit corporation (referred to as the "Association") organized under the General Corporation Law of the State of Delaware (referred to as the "Act").
Article 1 - Offices
1.01. The Association may have such offices as the Board of Directors may determine. The Board of Directors may change the location of any office of the Association.
Registered Office and Registered Agent
1.02. The Association shall comply with the requirements of the Act and maintain a registered office and registered agent in Delaware. The Board of Directors may change the registered office and the registered agent as provided in the Act.
Article 2 - Members
Classes and Eligibility
2.01. (a) Voting Membership: Individuals eligible for membership include individuals who are interested in telemedicine research, education, development and service.
(b) Corporate Membership: The Association may offer voting memberships to representatives of corporate members. One designated representative from each regular corporate member shall receive one vote; up to a maximum of three designated representatives of each Circle Members shall receive one vote.
(c) Other forms of Membership: The Board of Directors of ATA may establish other forms of non-voting membership within the Association, as it deems appropriate.
2.02. The Board of Directors shall establish annual membership dues and special assessments, as the Board deems appropriate. Payment of annual dues shall entitle each member to the privileges of membership as determined by the Board.
Default and Termination of Membership
2.03. When any member shall be in default in the payment of dues for a period of three months from the beginning of the fiscal year of the period for which such dues become payable, his membership may thereupon be terminated in the manner provided in these Bylaws. Individual voting members may be terminated if their professional licensing authority revokes their license or certification.
2.04. Individual voting membership shall entitle persons to full privileges of the association including one vote in all matters brought before the membership. Any member who is delinquent in their dues shall have no voting rights.
Termination of Membership
2.05. The Board of Directors, by affirmative vote of a majority of all of the members of the Board, may suspend or expel a member after due process including the opportunity for the member to address any concerns that have been raised before a special panel duly authorized by the Board of Directors.
2.06. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
2.07. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority of the members of the Board, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
Transfer of Membership
2.08. Membership in the Association is not transferable or assignable.
2.09. The Board of Directors shall hold an annual meeting of the members at a time that the Board of Directors designates. At the annual meeting, the members shall elect members of the Board of Directors and transact any other business that may come before the meeting.
2.10. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-third of the members.
Place of Meeting
2.11. The Board of Directors may designate any place, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.
Notice of Meetings
2.12. Written or printed notice of any meeting of members, including the annual meeting, shall be delivered to each member entitled to vote at the meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the discretion of the President or Secretary of the Association, or the officers or persons calling the meeting. If a quorum of the members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice.
2.13. The members holding one-tenth of the votes that may be cast at a meeting who attend the meeting in person shall constitute a quorum at that meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains, provided that the agenda and any revisions be approved by a quorum of the members. However, no action presented to the members by the Board of Directors may be approved without the vote of at least a majority of the number of members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the members present may adjourn and reconvene the meeting one time without further notice.
Actions of Membership
2.14. The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, present and entitled to vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of the membership unless the vote of a greater number is required by law or by the bylaws. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the meeting. Voting shall be by ballot or voice vote. Voting by proxy shall not be permitted.
Voting by Mail
2.15. The Board of Directors may authorize members to vote by mail on the election of directors and officers or on any other matter that may be voted on by the members.
Article 3 - Board of Directors
3.01. The affairs of the Association shall be managed by its Board of Directors. Directors must be members of the Association. The Board of Directors may assign certain administrative duties, including normal association management functions pertaining to finances and accounting, membership development and record keeping, membership services, and other related functions to another party including hired staff of the Association and a management consulting firm.
Number, Tenure and Qualifications
3.02. The number of Directors shall not be less than three (3), nor more than sixteen (16) not including officers of the Association. The number of Directors will be set by the Board. A majority of the ATA Board, including officers, should be members in good standing of the Association for at least two preceding years. One director shall be a representative of ATA's Industry Council, elected by members of that body. All other directors shall be elected by the membership for one two year term and may be elected for one successive term. An individual who has completed two successive two year terms may not be a member of the Board for a minimum of two years after completion of his/her term. Each director shall hold office until his successor shall have been elected and qualified. The Immediate past President of the Association shall serve as a member of the Board of Directors for one year immediately subsequent to his or her term as Association President.
3.03. A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw. The Board of Directors may provide by resolution the time and method of meeting, either in person or via telephone, within or without the State of Delaware, for the holding of additional regular meetings of the Board without other notice than such resolution.
3.04. Special meetings of the Board of Directors may be called by or at the request of a majority of the Board of Directors or at the request of the President. The person or persons authorized to call special meetings of the Board may fix any place or via telephone for holding any special meetings of the Board called by them.
3.05. Notice of any special meeting of the Board of Directors shall be given at least two (2) days prior thereto by written notice delivered personally or sent by mail, e-mail, telecopier, or telegram to each Director at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when placed, postage prepaid, in a United States mail depository so addressed. If notice were given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice given by personal delivery, telecopier, or electronic mail shall be deemed to be delivered when sent. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice by such meeting, unless specifically required by law or by these Bylaws.
3.06. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Attendance may be accomplished by telephone or video and those present in such capacity shall be noted in the minutes of the meeting.
Manner of Acting
3.07. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Selection and Vacancies
3.08. The President of the Association, in consultation with the Board members, shall annually appoint a nominating committee to present a slate of candidates for the Board before the membership of the Association. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
3.09. Directors, as such, shall not receive any stated salaries for their services but, by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefor.
Informal Action By Directors
3.10. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the Directors.
Removal of Directors
3.11. A Director may be removed with or without cause at any meeting of the members called expressly for that purpose, by a vote of a majority of the members present in person or by proxy at such meeting.
Article 4 - Officers
4.01. The officers of the Association shall be a President, a President-Elect, a Vice President, a Secretary, and a Treasurer. These officers shall be current members of the board or become members upon being voted to this position. The Board of Directors may create additional officer positions, define the authority and duties of each such position. Any two or more offices may be held by the same person except the offices of President and Secretary.
Election and Term of Office
4.02. The officers of the Association shall be elected by the members of the Association at the regular annual business meeting or by mail or electronic ballot prior to the annual meeting. The office of the President shall be automatically filled by the President Elect at the end of the current President's term. The office of Immediate Past President shall be filled by the current President at the end the current President's term.
Beginning with the 2001 Annual meeting the term of each office is one year. The office of President-Elect, President and Past President shall serve for only one, term of office in that position. Other officers may be re-elected to one additional term of one year.
The President of the Association, in consultation with the Board members, shall appoint a nominating committee to present a slate of candidates for the officer positions to the membership. The nominating committee shall consider the Vice President(s) of the Association for nomination for the office of President-Elect. The slate of candidates shall be presented to the membership at least four weeks prior to the election. Any member of the Association choosing to challenge a nomination may do so by submitting their challenge in writing to the Association at least two weeks prior to the election. Their name shall also appear on the ballot as an opposing candidate for that position.
4.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Removal of an officer shall be without prejudice to the contract rights, if any, of the officer.
4.04. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer's term.
4.05. The President shall be the chief executive officer of the Association. The President shall supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Board of Directors. The President may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized to be executed. However, the President may not execute instruments on behalf of the Association if this power is expressly delegated to another officer or agent of the Association by the Board of Directors, the Bylaws, or statute. The President shall perform other duties prescribed by the directors and all duties incident to the office of President. The President shall represent the Association at all Association meetings and public functions.
4.06. When the President is absent, is unable to act the President-Elect shall perform the duties of the President. When the President-Elect acts in place of the President, the President-Elect shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform other duties as assigned by the President or the directors. The President-Elect shall recommend to the Board of Directors creation of such task forces, committees, and chairs as are deemed necessary to fulfill the obligations of the Association.
4.07. When the President and president-Elect are absent, are unable to act, the Vice President shall perform the duties of the President. The Vice President shall perform other duties as assigned by the President or the directors.
4.08. The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the association;
(b) receive and give receipts for moneys due and payable to the Association from any source;
(c) deposit all moneys in the name of the Association in banks, trust companies, or other depositaries as provided in the Bylaws or as directed by the Board of Directors or President;
(d) write checks and disburse funds to discharge obligations of the Association;
(e) maintain the financial books and records of the Association;
(f) prepare financial reports at least annually;
(g) perform other duties as assigned by the President or by the Board of Directors;
(h) if required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors; and
(i) perform all of the duties incident to the office of Treasurer.
The Treasurer may be assisted in these duties by the staff of the Association.
4.09. The Secretary shall:
(a) give all notices as provided in the Bylaws or as required by law;
(b) take minutes of the meetings of the Board of Directors and keep the minutes as part of the corporate records;
(c) maintain custody of the corporate records and of the seal of the Association;
(d) affix the seal of the Association to all documents as authorized;
(e) keep a register of the mailing address of each director, officer, and employee of the Association;
(f) perform duties as assigned by the President or by the Board of Directors; and
(g) perform all duties incident to the office of secretary.
The Secretary may be assisted in these duties by the staff of the Association.
Article 5 - Committees
Establishment of Committees
5.01. The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. Appointments of Committee members shall be made by the President in consultation with members of the Board and the Chair and Vice Chair of the Committee. A committee shall include one or more directors and may include persons who are not directors; the committee may also appoint Ex-officio members to be present and provide advice and comment, though such members shall have no voting rights. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual director, of any responsibility imposed by the Bylaws or otherwise imposed by law.
Each member of a committee shall continue to serve on the committee for a period of two years until the next annual meeting of the Board of Directors and until a successor is appointed. However, the term of a committee member may terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee shall serve for the unexpired portion of the terminated committee member's term.
Chair and Vice-Chair
5.02. One member of each committee shall be designated as the chair of the committee and another member of each committee shall be designated as the vice-chair. The President of the Association shall appoint the chair and vice-chair. The chair shall call and preside at all meetings of the committee. When the chair is absent, is unable to act, or refuses to act, the vice-chair shall perform the duties of the chair. When a vice-chair acts in place of the chair, the vice-chair shall have all the powers of and be subject to all the restrictions upon the chair.
Notice of Meetings
5.03. Written or printed notice of a committee meeting shall be delivered by mail or e-mail to each member of a committee not less than seven or more than thirty days before the date of the meeting. The notice shall state the place, day, and time of the meeting, or whether the meeting is by conference call, and the purpose or purposes for which the meeting is called.
5.04. One half of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required to constitute a quorum. If a quorum is present at no time during the meeting, the chair may adjourn and reconvene the meeting one time without further notice.
Actions of Committees
5.05. Committees shall try to take action by consensus. However, the vote of a majority of committee members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the committee unless the act of a greater number is required by law or the Bylaws provided that the agenda with any revisions is approved by a quorum of the members of the committee. A committee member who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the act of the committee.
5.06. Committee members may not receive salaries for their services. The Board of Directors may adopt a resolution providing for payment to committee members of expenses of attendance, if any, for attendance at each meeting of the committee. A committee member may serve the Association in any other capacity and receive compensation for those services. Any compensation that the Association pays to a committee member shall be commensurate with the services performed and shall be reasonable in amount.
5.07. Each committee may adopt rules for its own operation not inconsistent with the Bylaws or with rules adopted by the Board of Directors.
Article 6 - Transactions of the Association
6.01. The Board of Directors may authorize any officer or agent of the Association to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Association. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.
6.02. All funds of the Association shall be deposited to the credit of the Association in banks, trust companies, or other depositaries that the Board of Directors selects.
6.03. The Board of Directors may not accept on behalf of the Association any personal contribution, gift, bequest, or devise of substantial value for the general purposes or for any special purpose of the Association.
Potential Conflicts of Interest
6.04. The Association shall not make any loan to a director or officer of the Association. A director, officer, or committee member of the Association may lend money to and otherwise transact business with the Association except as otherwise provided by the Bylaws, articles of incorporation, and all applicable laws. Such a person transacting business with the Association has the same rights and obligations relating to those matters as other persons transacting business with the Association. The Association shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Association unless the transaction is described fully in a legally binding instrument and is in the best interests of the Association. The Association shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Association without full disclosure of all relevant facts and without the approval of the Board of Directors, not including the vote of any person having a personal interest in the transaction.
6.05. As long as the Association is in existence, and except with the prior approval of the Board of Directors, no director, officer, or committee member of the Association shall:
(a) do any act in violation of the Bylaws or a binding obligation of the Association;
(b) do any act with the intention of harming the Association or any of its operations;
(c) do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Association;
(d) receive an improper personal benefit from the operation of the Association;
(e) use the assets of this Association, directly or indirectly, for any purpose other than carrying on the business of this Association;
(f) wrongfully transfer or dispose of Association property, including intangible property such as goodwill;
(g) use the name of the Association (or any substantially similar name) or any trademark or trade name adopted by the Association, except on behalf of the Association in the ordinary course of the Association's business; and
(h) disclose any of the Association business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
Article 7 - Books and Records
Required Books and Records
7.01. The Association shall keep correct and complete books and records of account. The Association's books and records shall include:
(a) a file-endorsed copy of all documents filed with the Secretary of State of Delaware relating to the Association, including, but not limited to, the Certificate of Incorporation, and any amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent;
(b) a copy of the Bylaws, and any amended versions or amendments to the Bylaws;
(c) minutes of the proceedings of the Board of Directors, and committees having any of the authority of the Board of Directors;
(d) a list of the names and addresses of the directors, officers, and any committee members of the Association;
(e) a financial statement showing the assets, liabilities, and net worth of the Association at the end of the three most recent fiscal years;
(f) a financial statement showing the income and expenses of the Association for the three most recent fiscal years;
(g) all rulings, letters, and other documents relating to the Association's federal, state, and local tax status; and
(h) the Association's federal, state, and local information or income tax returns for each of the Association's three most recent tax years.
Inspection and Copying
7.02. Any director, officer, or committee member of the Association may inspect and receive copies of all books and records of the Association required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person's interest in the Association and if the person submits a request in writing. Any person entitled to inspect and copy the Association's books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Association's books and records may do so at a reasonable time no later than five working days after the Association's receipt of a proper written request. The Board of Directors may establish reasonable fees for copying the Association's books and records by persons entitled to copy such books and records. The fees may cover the cost of materials and labor, but may not exceed fifty cents per page. The Association shall provide requested copies of books or records no later than five working days after the Association's receipt of a proper written request.
Article 8 - Indemnification
When Indemnification is Required, Permitted, and Prohibited
8.01. (a) The Association shall indemnify a director, officer, committee member, employee, or agent of the Association who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Association. For the purposes of this article, an agent includes one who is or was serving at the request of the Association as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. However, the Association shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Association's best interests. In the case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Association shall not indemnify a person who is found liable to the Association or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.
(b) The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Association.
(c) The Association shall pay or reimburse expenses incurred by a director, officer, committee member, employee, or agent of the Association in connection with the person's appearance as a witness or other participation in a proceeding involving or affecting the Association when the person is not a named defendant or respondent in the proceeding.
(d) In addition to the situations otherwise described in this paragraph, the Association may indemnify a director,
officer, committee member, employee, or agent of the Association to the extent permitted by law. However, the Association shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 8.01(a), above.
(e) Before the final disposition of a proceeding, the Association may pay indemnification expenses permitted by the Bylaws and authorized by the Association. However, the Association shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in a proceeding brought by the Association or the person is alleged to have improperly received a personal benefit or committed other wilful or intentional misconduct.
(f) If the Association may indemnify a person under the Bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney's fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Association, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Procedures Relating to Indemnification Payments
8.02. (a) Before the Association may pay any indemnification expenses (including attorney's fees), the Association shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 8.02(c), below. The Association may make these determinations and decisions by any one of the following procedures:
(i) Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
(iii) Determination by special legal counsel selected by the Board of Directors by vote as provided in paragraph 8.02(a)(i) or 8.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
(b) The Association shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 8.02(a)(iii), above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, the Bylaws, or a resolution of members of the Board of Directors that requires the indemnification permitted by paragraph 8.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
(c) The Association shall pay indemnification expenses before final disposition of a proceeding only after the corporation determines that the facts then known would not preclude indemnification and the Association receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph 8.02(a), above. The person's written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the Bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Association if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.
(d) Any indemnification or advance of expenses shall be reported in writing to the members of the Association. The report shall be sent within the 12-month period immediately following the date of the indemnification or advance.
Article 9 - Notices
Provision of Notices
9.01. Any notice required or permitted by the Bylaws to be given to a director, officer, or member of a committee of the Association may be given by mail, e-mail, or telegram. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Association, with postage prepaid. If given by telegram, a notice shall be deemed to be delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the records of the Association. A person may change his or her address by giving written notice to the Secretary of the Association.
Signed Waiver of Notice
9.02. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
Waiver of Notice by Attendance
9.03. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Article 10 - Special Procedures concerning Meetings
Meeting via Teleconferencing
10.01. The Board of Directors and any committee of the Association may hold a meeting by teleconference or telephone conference-call procedures in which all persons participating in the meeting can hear and/or see each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.
Decision Without Meeting
10.02. Any decision required or permitted to be made at a meeting of the Board of Directors, or any committee of the Association may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all of the persons entitled to vote on the matter. The original signed consents shall be placed in the Association minute book and kept with the Association's records.
Article 11 - Amendments to Bylaws
11.01. Any part of these Bylaws may be altered, amended, or repealed and new Bylaws adopted by two-thirds vote of the members in good standing of the Association present at any regular or special meeting of the members or by ballot of the membership conducted via mail, e-mail or by accessing a special site on the Internet. The notice of any meeting at which the Bylaws are altered, amended, or repealed, or at which new bylaws are adopted shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.
Article 12 - Miscellaneous Provisions
Legal Authorities Governing Construction of Bylaws
12.01. The Bylaws shall be construed in accordance with the laws of the State of Delaware. All references in the Bylaws to statutes, regulations or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
12.02. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.
12.03. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.
12.04. Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
12.05. The Board of Directors may provide for a corporate seal in the form prescribed by the Board of Directors.
Power of Attorney
12.06. A person may execute any instrument related to the Association by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary of the Association to be kept with the Association records.
12.07. The Bylaws shall be binding upon and inure to the benefit of the directors, officers, members, committee members, employees, and agents of the Association and their respective heirs, executors, administrators, legal representatives, successors and assigns except as otherwise provided in the Bylaws