Revised and Adopted October 12, 2011
This professional association founded in 1922 as the National Industrial Advertising Association was incorporated as a Not-For-Profit Corporation in the State of New York on May 11, 1960, as the Association of Industrial Advertisers. On September 19, 1974, an amendment to the Certificate of Incorporation was filed in the State of New York to record the Association’s name as having been changed to the Business/Professional Advertising Association. These revised Bylaws as approved by the Board at its June 11, 1994 meeting, incorporated the Association’s name change as approved by an amendment to the Constitution of the Association at the annual meeting of the membership, June 26, 1993. Articles of Incorporation as a Not-For-Profit Corporation under the Association’s new name (Business Marketing Association) were filed with the Illinois Secretary of State and registered on October 14, 1994. The most recent revisions to the Bylaws prior to this document were approved at a meeting of the Board of Directors on June 10, 2009.
The purposes of the Business Marketing Association, Inc. hereinafter referred to as “the Association” or “BMA” shall be consistent with the Mission, Vision, Strategy and Objectives as contained in Article II of the Association’s Constitution.
Section A. All applications for membership in the Association must be sent to the Association’s headquarters office for approval. New applicants and renewal dues for membership will be billed from the headquarters office and appropriate disbursements will be made back to the respective chapters.
Section B. Membership shall be divided into the following categories:
Individual Member - those individual members who are employed on behalf of business, trade, or professional organizations, distributors or dealers, advertising agencies, consulting firms, communications media, or other organizations concerned with the overall marketing and/or the development, sponsorship, production and/or distribution of all forms and disciplines of business-to-business marketing.
Corporate Membership – for any company that wishes to maintain multiple individual memberships for its employees in the Association. All employees covered under a company’s Corporate Membership enjoy all the same rights and privileges of Individual Members other than the right to vote on matters before the membership. All Corporate Memberships are held by the corporation and not by the designated individual members within the company. Individual memberships of employees of a Corporate Member are transferable to employees within the company up to the designated number on the corporate account.
Professional Educator Member - those individuals whose principal occupation is teaching in a University, College, Junior/Community College or accredited trade, commercial or professional school.
Non profits and government organizations – those individuals who are employed by not-for profit or governmental organizations whose primary purpose is to market and promote to businesses.
Life Member - those distinguished persons, whether or not previously members of the association, who have made a major contribution to business-to-business marketing or communications, or to the Association, and who have been proposed to this class of membership by the majority of the Executive Committee, and have been so elected by a majority of the members of the Board of Directors.
Retired Members - those individuals who have held full individual membership for five years or more and have reached a minimum age of 60 years may, upon retirement and written request, ask for conversion to this membership category. Retired members will continue to receive full individual benefits.
Student Member – an individual currently enrolled full time at an institution of higher learning. This designation excludes practitioners described as Individual Members who are taking classes, or enrolled in a degree program. A student member does not have voting privileges.
Section C. There shall be no limit to the total number of members of the Association, regardless of the type of organization or business.
Section D. The provisions of Article II, Sections A and B also shall apply to any individual chapter.
Section E. Applicants for membership shall send a completed application to the Association headquarters, accompanied by full payment of first year’s dues for Association membership and appropriate chapter dues, if any. Each new member shall receive from the Association a non-transferable certificate of membership. Upon termination of membership, the certificate shall become null and void. Members who are not affiliated with a chapter shall be referred to generally as At-Large Members.
Companies applying for Corporate Membership status shall send a completed Corporate Membership application to the Association headquarters, accompanied by full payment of first year’s dues based on the number of individual employee members a company wishes to cover and appropriate local chapter dues for each individual employee member, if any. Each company employee listed under the Corporate Membership shall receive from the Association a transferable certificate of membership. This membership is only transferable within the company from one employee to another and is not transferable outside the company. If the company changes the employee or employees listed as its members of the Association, it must inform Association headquarters of any changes. A new certificate of membership will be issued for the new individual employee members. The certificate for the individual employee members removed will become null and void. Upon termination of the company’s Corporate Membership, all employees’ certificates also shall become null and void.
Section F. Membership in the Association shall continue until death, resignation, expulsion for any conduct that is detrimental to the image or reputation of the Association, or until the member is dropped for nonpayment of dues, or Corporate Membership is cancelled by the sponsoring company. If a local chapter takes action against a member, the member remains an At-Large Member of the Association, until the Board takes action to remove that member as an At-Large Member. A member whose membership category or status changes shall report such change to Association headquarters. If a member is affiliated with a specific chapter, and that chapter dissolves, the member will be notified and shall be designated as an At-Large Member.
Section G. A member may be removed for conduct that is detrimental to the image or reputation of the Association. Any such determination against any officer, director, chapter member or member-at-large shall be taken by the Board of Directors only after adequate notice is given to all parties involved with a presentation of all known facts; and, all parties are given an opportunity to be heard in person or in writing at a regular or special meeting of the Board of Directors. A two-thirds affirmative vote of the Board members present at a meeting shall be required to take any action in such cases. Any necessary penalties shall also be determined by the Board in the same manner.
Section A. The number of directors of the Association shall be not less that sixteen nor more than thirty-one, and within those limits the number of directors may be fixed from time to time by the Board of Directors, and shall include the following: (i) those directors elected by the membership, each of which also shall be elected officers of the Association as listed in Article IV, Section A (currently, nine persons); (ii) the Immediate Past Chairman; (iii) the Executive Director and (iv) those persons appointed by the Chairman and approved by the Board of Directors to serve as vice presidents of the Association (currently a range of between five and twenty persons). Each of the persons elected or appointed as directors of the Association or who serve as ex officio directors shall be voting directors, other than the Executive Director.
Section B. A meeting of the Board of Directors of the Association shall be held within one week prior to the Annual Meeting of the Association membership. At least two additional meetings will be held within the course of the year.
Section C. Written notice of Board of Directors meetings shall be given by the Executive Director or Secretary to each member of the Board of Directors at least 30 days prior to the date of each scheduled meeting. An agenda of the business (both new and old) that will come before the Board shall be sent with the notice of each meeting or as soon as possible after the notice.
Section D. Special meetings of the Board of Directors may be called by the Chairperson. Special meetings also shall be called by the Chairperson at the written request of five members of the Board of Directors. Written notice of special meetings shall be given by the Chairperson, Secretary or Executive Director to each member of the Board of Directors at least 10 days prior to the date of the special meeting. The notice shall state the time and place of the special meeting and the purpose for which it is called. The business conducted at a special meeting shall be limited to the purpose(s) for which it is called.
Section E. One-third of the voting members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the board, except that if fewer than one-third of the directors then in office are present at that meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section F. 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 except where otherwise provided by law or by these Bylaws.
Section G. Voting, if required, can be done either in person, or through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. The Board of Directors also may act by unanimous written consent. Members of the board of directors or committee thereof may consent to any action to which their written consent is required by use of facsimile machine or other method of electronic signature, provided that any director or committee member so doing shall, within fifteen (15) days, cause such director’s or committee member’s actual writing to be delivered to the Secretary.
Section A. The elected officers of the Association and their terms shall be the following: Chairperson - to serve for a term of one year; Vice Chairperson - to serve for a term of one year; Treasurer - to serve for a term of one year; Secretary - to serve for a term of two years; Vice President Membership - to serve for a term of two years; Vice President Professional Development – to serve for a term of two years; Vice President Marketing – to serve for a term of two years; Vice President Chapters – to serve for a term of two years; Vice President Thought Leadership – to serve for term of two years;
Section B. All elected officers shall be elected by a simple majority vote of the membership annually, prior to July 1st. The Chairperson may appoint additional Vice Presidents, each of which shall serve for a term of one year, subject to the approval of a majority vote of the Board of Directors. The term of each elected or appointed officer shall begin on July 1st or the day of their appointment and shall be terminated on June 30 in the year in which their term is completed. The terms of office for any individual elected or appointed to a specific position should not exceed two consecutive terms in that position.
Section C. For each fiscal year that starts during an even-numbered calendar year, the following officers shall be elected: Chairperson, Vice Chairperson, Vice President Professional Development, Treasurer, Secretary, Vice President Chapters and Vice President Thought Leadership.
Section D. For each fiscal year that starts during an odd-numbered calendar year, the following officers shall be elected at the Annual Meeting of the Association: Chairperson, Vice Chairperson, Treasurer, Vice President Marketing and Vice President Membership.
Section E. All officers of the Association are required to have a membership status described in Article III, Section C (Individual, Corporate, Professional Educator, Life or Retiree Members), excluding Student membership status.
Section F. The specific duties of elected officers are as follows:
Chairperson - presides at all meetings of the Board of Directors, of the Executive Committee, and the Annual and special meetings of the Association. She/he shall perform all other duties as indicated in the Bylaws.
Vice Chairperson - presides at any meeting in the absence of the Chairperson. She/he shall be responsible for planning, and for the programs and projects of the Association as may be assigned.
Vice President Membership - is responsible for developing a global community of members across several constituencies and geographic boundaries, and shall serve as Chairperson of the Membership Committee. Specific responsibilities include but are not limited to: Define and recruit members from their respective Business to Business communities Coordinate membership renewal programs as required Build a global community that represents all facets of Business to Business Give all members a voice Build and/or manage a technology infrastructure to enable a virtual b2b community to share best practices and provide access to all members Identify and include all potential partners that could add value and benefit from the BMA (service providers, technology providers, etc.)
Vice President Professional Development - is responsible for developing a robust professional development program across all marketing disciplines and for maintaining any BMA certification programs and shall serve as Chairperson of the Certification Committee. Specific responsibilities include but are not limited to: Develop curriculum Define delivery channels Identify partnerships with content providers Focus on offerings for senior marketing leaders
Vice President Marketing - is responsible for working with Standing or Special Committees and Association Staff to identify, create, and coordinate marketing programs and communications on behalf of the Association Board. Specific responsibilities include but are not limited to: Advancing the BMA brand and its value Supporting membership development programs Supporting revenue generating activities including membership, recognition and awards and conferences Oversight management of marketing partner activities such as advertising, PR, direct marketing, online, web, etc. Coordinate all BMA recognition programs
Vice President Thought Leadership - is responsible for collecting, building and/or developing the content that will make BMA the thought leadership center for Business to Business marketers. Specific responsibilities include but are not limited to: Represent leadership in the core disciplines that are required in Business to Business marketing Ensure that the intellectual capital that BMA creates, consolidates, and distributes is accurate, germane, and of the highest quality Manage and facilitate access to all past, present and future knowledge developed by the BMA. Identify appropriate subject matter experts, guideposts for the latest thinking Act as liaisons to the other best practices organizations and professional associations associated with the named discipline
Vice President Chapters - is responsible for oversight and coordination with BMA Chapters. Specific responsibilities include but are not limited to: Serve as the representative voice for Chapters at BMA National Board meetings Identify needs and opportunities for strengthening the BMA Chapter network, and securing appropriate resources to accomplish same Work closely with VP Membership to align Chapter and Member-at-Large activities Ensure that existing Chapters are operating consistently with BMA National expectations and requirements, and in ways that best serve BMA membersSupport the development of new Chapters
Treasurer - shall have the care and custody of all funds and securities of the Association and shall with the assistance of staff and outside accountants, keep full and accurate accounts of the receipts and disbursements and deposit all monies and valuable effects in the name and to the credit of the Association with such banks and/or other depositories as the Board of Directors of the Association may designate. The Treasurer shall serve as Chairperson of the Finance Committee. The Treasurer shall also review and approve all checks written to pay off Association debts in cooperation with staff.
Secretary - shall, with the assistance of the Headquarters or management firm staff record, review and distribute for approval the minutes of all the meetings of the Executive Committee, the Board of Directors, and the Membership (at the Annual Conference); conduct necessary legal and other correspondence of the Association and the Directors; have custody of the Corporate Seal and of the books and records of the Association; and perform such other duties as may be delegated by the Chairperson or by the Board of Directors.
Immediate Past Chairperson – serves on the Executive Committee, providing continuity of leadership to the committee and Board of Directors, as well as experienced counsel for the current Chairperson. Other duties include chairing the Nominating Committee and other responsibilities as assigned by the Chairperson and/or Executive Committee.
Section G. If the office of Chairperson shall become vacant, the successor for the unexpired term shall be the Vice Chairperson, subject to confirmation by a majority vote of the Board of Directors. In the event of failure to confirm the Vice Chairperson as the successor, a new Chairperson shall be elected to serve the unexpired term by the Board from among its own number. If the office of Vice Chairperson, Vice Presidents Membership, Marketing, Professional Development, Thought Leadership, Chapters, Treasurer or Secretary shall become vacant, the Chairperson shall appoint a successor for the unexpired terms, subject to confirmation by the Board of Directors.
Section H. Failure of an officer to attend two consecutive Board meetings or provide an official report of the activities of his/her area of responsibility, may result in removal from office if the Board of Directors determines to do so by majority vote. The Board of Directors may also elect to excuse certain absences upon written explanation and request from said officer.
Section A. The Executive Committee shall consist of the Chairperson, the Vice Chairperson, the Vice Presidents Membership, Professional Development, Thought Leadership, Chapters and Marketing, the Treasurer, the Secretary, the Immediate Past Chairperson, and, the Executive Director (without vote). The purpose of the Executive Committee is to define, organize, evaluate and direct the implementation of the Association’s mission, vision, strategies, and objectives as defined in the Constitution. The Executive Committee also performs all functions of the Board of Directors during intervals between Board meetings, and performs such other functions as may be assigned to it by the Board. This Committee shall meet at least bi-annually.
A quorum at meetings of the Executive Committee shall consist of the majority of the voting members of that committee. The Executive Committee may act through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. In such case, the vote of a majority of those present and those voting through the use of a conference telephone or other communications equipment shall constitute the action of the Committee.
Section B. The Nominating Committee shall consist of the Chairperson and Immediate Past Chairperson of the Association, the VP Chapters and such other persons appointed by the Board of Directors as needed. The committee shall be chaired by the Immediate Past Chairperson.
The Nominating Committee shall report to the board prior to the election, one nominee for each office to be elected, as appropriate in even-numbered or odd-numbered years.
The nominees and their individual record of past Association activity shall be announced to the membership of the Association as soon as practical, but no later than 7 days prior to the annual election.
Any eligible Association member may be nominated for any elected office by another Member.
Section C. Other Committees shall be appointed and approved by the Board of Directors as deemed fit and as necessary to carry out the plans, programs and objectives of the Association. The duties of all such committees shall be outlined by the Association Chairperson and published in the minutes of the meeting at which the committee was appointed.
Section D. Appointed Vice Presidents. An appropriate number shall be appointed by the Chairperson to chair Standing or Special Committees except where the chairperson of such committee is specified by these Bylaws. The Appointed Vice Presidents are subject to confirmation by the Board of Directors and shall serve on the Board with the same voting privileges as elected Vice Presidents.
Section A. The Board of Directors or its Executive Committee shall have the power to charter Chapters of the Association and to revoke or suspend the charter of any Chapters of the Association, and to license the use the use of the Association name and logo to each chapter.
Section B. Any group making application for a charter as a Chapter of this Association shall submit the following credentials to the VP Chapters who in turn will present them to either the full board, or Executive Committee – whichever has the next scheduled meeting.
The official name under which the group will join the Association.
The details of affiliation with any other local or national associations, if any.
A complete list of members of the group together with their proposed membership categories, positions or titles, business addresses and telephone numbers. A minimum numbers shall be set by the Board based on the circumstances and situation of the applying group.
A proposed chapter constitution and Bylaws that are consistent with these Bylaws as well as the Chapter’s own state and local laws.
Such other credentials as may be deemed necessary by the Association’s Board of Directors.
Section C. The Executive Committee or the Board of Directors shall review the application and all credentials for an applicant chapter. The approval of the Executive Committee or Board of Directors shall be required for approval of the application.
Section D. A chapter may affiliate persons who are members of the Association through membership in a different chapter, but such affiliations will not be counted in computing official chapter membership totals.
Section E. At its discretion, the Board of Directors may elect to revoke the charter of a Chapter in the Association due to lack of enough sustaining members in the Chapter, or for conduct detrimental to the image or reputation of the Association or upon termination of the chapter agreement with the chapter for any reason.
Section F. No chapter may elect to membership any individual who does not in all respects conform to one of the categories of membership established in Article II, Section B of these Bylaws, and who does not pay Association dues. Chapters may not establish any other category of membership, except Honorary Chapter Memberships to recognize outstanding achievement by local individuals. Individuals so honored shall not receive any of the benefits of the Association above the local level, unless they pay the appropriate Association dues or are Life Members of the Association. A chapter shall notify the Association of any removal or termination of a chapter member’s membership and the reasons for such removal.
Section G. Each chapter shall have the power to adopt its own Constitution and Bylaws provided such documents are consistent with the Constitution and the Bylaws of this Association, and that such documents are submitted to and approved by the Executive Committee or Board of Directors of the Association. Any changes to a chapter’s Constitution require approval by the Executive Committee or the Board of Directors - whichever governing group meets first after the receipt of the Bylaw changes.
Section H. A chapter may take necessary punitive action for cause against any of its members, providing it is done within the guidelines of the Association Bylaws and is provided for within the chapter’s Bylaws, except if that member is an Association Director or Officer, then notice of such concern shall be given by the chapter to the Association Chairperson for possible action by the Association’s Board.
Section A. The headquarters office and staff personnel shall be managed and supervised by the Executive Director. The selection, remuneration and term of office of the Executive Director shall be fixed by the Executive Committee with approval of the Association’s Board of Directors. The functions and duties of the Executive Director may be performed by a third party at the discretion of the Executive Committee, with the approval of the Board of Directors.
Section B. The Executive Director reports to the Association Chairperson and Executive Committee. By delegation from the Chairperson, and in accordance with the Bylaws of the Association, this individual is responsible for administering the business affairs of the headquarters office and for providing counsel, assistance, and service to the Association, its members, chapters, and committees.
The Executive Director is an Ex-officio member, without vote, of the Board of Directors and of all Committees except the Nominating Committee. This individual shall have the power to sign certificates of membership, and execute bonds, mortgages, and other contracts requiring the seal of the Association, when the same shall have been authorized by the Board of Directors or Executive Committee. This individual shall employ or discharge members of the headquarters office salaried staff as recommended by the Board, and shall recommend adjustments in their compensation to the Executive Committee. The Executive Director shall implement all actions of the Board of Directors as requested.
Section C. Under supervision of the Chairperson, the Executive Director shall compile, publish, and distribute an annual report to the members. Such report shall record the activities and accomplishments of the Association, its officers and committees, for a completed fiscal year, and shall be published not later than the date of the next Annual Meeting of the Association.
Section D. The Executive Director shall serve all notices of time, place and purpose of meetings of the Association, Executive Committee and of the Board of Directors, and shall perform all other duties assigned to by the Board of Directors or as specified in the Bylaws.
Section A. The fiscal year and operating year shall be September 1 through August 31.
Section B. Power to establish dues and fees for all members is vested in the Association Board of Directors. No special assessment may be levied upon the members.
Section C. Any change or amendment in the dues structure may be made only upon approval of two-thirds of the total Board of Directors. Notice of any proposed change or amendment shall be provided at least 30 days prior to any such consideration.
Association dues are determined as needed by the Board of Directors and made public through publication on the Association website and/or other direct notification to members.
Section D. Application for membership in the Association shall be sent by the individual or company to the Association headquarters or managing office and must be accompanied by full payment of annual dues for the appropriate membership category as per Article II, Section B.
Section E. The Association headquarters or managing office shall invoice all Association members for renewal dues on an annual basis based upon the original membership start-up date. All members of the Association and all members of Association chapters shall remit dues payment to the Association headquarters office. The Association shall periodically remit to the appropriate local chapters the dues collected by the Association on their behalf. Local chapters shall not have the authority to collect dues directly.
Section F. The Association shall take action regarding lapsed dues, delinquent payment as specified in the dues schedule.
Section G. Surplus funds and current working capital of the Association shall be invested, at the discretion of the Executive Committee, in any or a combination of bank savings accounts, bank savings certificates, insured bank certificates of deposit, government obligations, high quality money market funds; all with immediate cash withdrawal privileges.
Section H. General approval to commit funds of the Association rests with the Board of Directors. The Board will normally exercise this approval by adopting a budget.
Section I. The accounts of the Association shall be examined by a Certified Public Accountant at the close of each fiscal year, and a written report of this examination shall be placed on file at the Association headquarters or managing office, where it may be inspected by any member of the Association during normal business hours.
The Certified Public Accountant who is to examine the Association accounts shall be appointed by the Board of Directors at its first meeting of each fiscal year, and serve until a successor auditor is appointed.
Section A. An Annual Meeting of the Association membership shall be held at such time and place as the Board of Directors may designate, for the purpose of electing certain officers and directors of the Association and for the transaction of such other business as may come before the meeting.
Section B. Notice of the Annual Meeting shall be given to each member of the Association by the Executive Director at least 30 days prior to the date on which the meeting is to be held by written notice to each member at the address, facsimile number or electronic mail address shown for such member on the records of the Association. If mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Association, with postage thereon prepaid. If sent by facsimile, such notice shall be deemed to be delivered when the facsimile is sent and confirmation is received. If sent by electronic mail, such notice shall be deemed to be delivered when the electronic mail message is sent.
Section C. Members shall have the right to vote, either in person or by proxy, on any and all matters to be submitted to a vote of the members, and each member having such voting rights shall be entitled to one vote on each matter submitted to a vote of the members. Corporate members shall each be entitled to one vote regardless of the number of individual employee members. Members shall have the right to vote on only those matters specifically set forth in these Bylaws. The determination of the Chairman as to the persons entitled to vote under the foregoing provisions shall be conclusive.
Section D. Any action, required to be taken at a meeting of the members of the Association, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed either (i) by all the members entitled to vote with respect to the subject matter thereof or (ii) by the members having not less than the minimum number of votes that would be necessary to authorize to take such action at a meeting at which all members entitled to vote thereon were present and voting. If such consent is signed by less than all the members entitled to vote, then such consent shall become effective only if (1) at least five days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof, and (2) after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.
Section E. Ten percent of the members having voting rights shall constitute a quorum at any meeting of members. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting from time to time without further notice.
Section F. At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
Section A. No member, whether an Officer, a Director or member serving on committees shall receive any salary or other form of compensation for services rendered to the Association. Travel expenses for the Chairperson are compensated for when submitted with appropriate proof of expenses (receipts, etc.). This is paid for through Board of Directors approval of a discretionary budget for Chairperson travel expenses.
Section B. The Association shall use its funds only to accomplish the Objectives and Purposes as specified in the Constitution and these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of a chapter, any funds remaining in the chapter after payment of creditors shall be deposited to the Association Headquarters bank account. Any portions of dues due to a dissolved Chapter that are currently held by Headquarters, shall also revert to the Association Headquarters bank account. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational scientific or philanthropic organizations to be selected by the Board of Directors.
Section A. The Board of Directors may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he or she is or was a director, officer, employee or agent of the Association, or who is or was serving at the request of the Association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section B. The Board of Directors may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Association, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section C. To the extent that a present or former director, officer or employee of the Association has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections A and B, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if that person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.
Section D. Any indemnification under Sections A and B (unless ordered by a court) shall be made by the Association only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections A or B. Such determination shall be made with respect to a person who is a director or officer at the time of the determination: (1) by the majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of the directors designated by a majority vote of the directors, even through less than a quorum, (3) if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion, or (4) by the members entitled to vote, if any.
Section E. Expenses (including attorney’s fees) incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorney’s fees) incurred by former directors and officers or other employees and agents may be so paid on such terms and conditions, if any, as the Association deems appropriate.
Section F. The indemnification provided by the Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such 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 the heirs, executors and administrators of such a person.
Section G. The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or who is or was serving at the request of the Association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Section.
Section H. When the Association’s members are entitled to vote, if the Association indemnifies or advances expenses under Section B of this Section to a director or officer, the Association shall report the indemnification or advance in writing to the members entitled to vote with or before the notice of the next meeting of the members entitled to vote.
Section A. Nothing in these Bylaws or in the Constitution shall be in contravention of any law of the United States of America, Canada, any other nation or any of the several states and provinces therein in which the Association may be present or operating.
Section B. The words “mail” and “notice” are limited to governmental postal service.
Section A. These Bylaws may be amended by a two-thirds vote of the members of the Board of Directors present at any duly constituted meeting, providing that there are at least nine members voting in favor.
Section B. Within 30 days after the adoption of amendments to the Bylaws of the Association by the Board of Directors, notice shall be given to all members of the Association.