Sheldon Family Association
A Maine Nonprofit Mutual Benefit Corporation
within the meaning of Section 501(c)(7) of the
Internal Revenue Code of 1986 as Amended
Adopted August 3, 2002
Amended through August 2015
Revised August 2017
Revised November 2017
Revised September 2018
Revised September 2020
Revised September 2021
Article I Identity
1.1 Name: The name of this Corporation shall be Sheldon Family Association or such other name as shall be set for in the Articles of Incorporation of the Corporation in effect from time to time. The name of the Corporation may be changed by amendment of its Articles of Incorporation. The Corporation may register to do business under one or more assumed names by filing appropriate registrations with the Secretary of State of Maine.
1.2 Offices: The principal office of the Corporation shall be located at such place, within or without the State of Maine, as its business and activities may require, and as the Board of Directors may, from time to time, designate. The location of the Corporation’s principal office may be changed by the Board of Directors from time to time without amendment of these Bylaws.
1.3 Registered Agent and Office: In compliance with the Maine Nonprofit Corporation Act,13-B M.R.S.A § 101 et.seq., as amended (the “Act”), the Corporation shall have, and continuously maintain, a statutory Registered Agent who shall be a resident of the State of Maine. The initial registered agent shall be the person designated in the Articles of Incorporation, and the Board of Directors shall have the power to change the identity of the Registered Agent from time to time by filing an appropriate form with the Secretary of State of the State of Maine. The Registered Agent shall maintain a registered office within the State of Maine. The address of the registered office may be changed from time to time by either the Registered Agent or the Board of Directors upon filing an appropriate form with the Secretary of State of the State of Maine.
1.4 Corporate Seal: If it is desired, the Corporation shall have a circular seal containing the name of the Corporation, the year of its incorporation, and the word “Maine.” A corporate seal may be adopted at any time by a vote of the Board of Directors at a meeting duly called and held in accordance with these Bylaws. Unless a formal corporate seal is desired, the official corporate seal shall be the common wafer seal.
1.5 Articles of Incorporation: The name and purposes of the Corporation shall be as set forth in the Articles of Incorporation. These Bylaws, the powers of the Corporation, its Directors, Officers, and all matters concerning the conduct and regulation of the affairs of the Corporation shall be subject to the Articles of Incorporation in effect from time to time.
Article II Purpose
2.1 General Purposes: This Corporation is organized and shall be operated exclusively for pleasure, recreation, and other nonprofitable purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1986 as amended (the “Code”). To further these purposes, the activities of the Corporation shall support the development of a general repository of information about the Sheldon (and spelling variations) family lineages and include the promotion and advancement of a central source of information and study for Sheldon lineage researchers, for Sheldon family social activities, and for the pleasure and enjoyment of members of the Corporation; provided, however, that substantially the activities of this Corporation shall be for such purposes and no part of its net earnings shall inure to the benefit of any Member, Director or any private individual, provided, however, that nothing herein shall be construed to prevent it from providing reasonable compensation to those furnishing goods or services to it or on its behalf. [2015, 2017, 2018]
2.2 Powers: The Corporation shall have all such powers as are authorized under Maine law or as otherwise limited by the Board of Directors. 
2.3 Dissolution: The Corporation may be dissolved by a majority vote of all of the Members in accordance with the Articles of Incorporation and the Act, upon recommendation from the Board of Directors. Upon the dissolution of the Corporation or the termination of its activities, the assets of the Corporation remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organization under Section 501(c) of the Code, and as a charitable, religious charitable, benevolent or educational corporation within the meaning of the Act. No Member, Director, or Officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on the dissolution of the Corporation. 
Article III Members
3.1 Qualification for Membership: Open to all persons interested in Sheldon (and spelling variations) family genealogy and history. 
3.2 Classes of Members; Members of the Corporation shall be divided into two defined classes:
a. Annual - persons who select dues annually.
b. Life - persons who select life payment.
[2011, 2015, 2017, 2020]
3.3 Voting Rights of Members: Each Member in good standing shall be entitled to one (1) vote on each matter submitted for a vote of the Members. Members will be required to submit a vote via paper ballot or electronic polling/survey method within thirty (30) days of the voting period commencing. No voting by proxy shall be permitted. [2017, 2018]
The Members shall have the right to vote only on the following matters:
a. Election of Directors.
b. Election of Officers.
c. Authorize, approve, or ratify any conflict-of-interest transaction pursuant to Title 13-B, Section §718(4)(B) and 718(6) of the Act.
d. Amendment, restatement, or modification of the Articles of Incorporation or the Bylaws of the Corporation.
e. The approval of the sale, or other disposition (but not the mortgage or pledge) of all, or substantially all, of the assets and property of the Corporation, the dissolution of the Corporation, or its merger with or consolidation into another corporation; and
f. Any other matter that is required or permitted by law or that the Board of Directors determine to submit to a vote of the Members. [2011, 2017]
3.4 Good Standing; Members shall be in good standing when dues are paid and when they are in full compliance with the Associations’ Bylaws and Policies and Procedures. [2011, 2015, 2017, 2021]
3.5 Meetings of the Members:
a. An Annual Meeting of the Members shall be held once each year at a time and place fixed by the Board of Directors for the purpose of electing Directors and Officers, and for the transaction of such other business as may properly come before the meeting. In the event of a failure to hold an Annual Meeting, any business which might properly be transacted at an Annual Meeting, including the election of Directors and Officers, may be transacted at a special substitute meeting held in lieu thereof. A substitute annual meeting may be called by any person or persons entitled to call a special meeting of the Members. An attempt will be made to hold every Annual Meeting with physical attendance. However, if the Board of Directors determines a physical meeting is not possible, they may elect that the Annual Meeting be held via conference call or virtually over the internet [2017, 2020]
b. Special meetings of the Members may be called at any time by the President of the Corporation or by a majority of the Board of Directors, or upon written request of at least ten percent (10%) of the Members of the Corporation having voting rights. Special meetings may be held with a physical presence, via conference call, or over the internet. [2015, 2017, 2020]
3.6 Notice of Meetings: Notice of any meetings of the Members shall be given by publication in the Sheldon Family Association Quarterly, by electronic communication, or by mailing to each Member registered on the membership roster of the Corporation a written or printed notice. The notice shall specify the purpose, place, day, hour, and agenda of the meeting. Notice shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting. Notice sent by mail shall be effective when deposited in the United States mail with required postage, correctly addressed to the Member of his, her, or its address as it appears in the records of the Corporation. Oral notice is effective when communicated if communicated in a comprehensive manner. [2011, 2015, 2017, 2018]
3.7 Agenda for Meetings of the Members: Agenda at any meetings of the members of the Corporation shall be:
a. Annual Meetings:
(1) Call to order.
(2) Presentation and approval of minutes of last annual meeting, and any special meetings held since that meeting.
(3) Presentation of the annual report of the Corporation.
(4) Report of Results of Election of Directors and Officers of the Corporation; 
(5) Transaction of other business that may properly be brought before the
b. Special Meetings:
(1) Call to order.
(2) Reading of the official call for the meeting.
(3) Transaction of the business for which the meeting is called.
3.8 Quorum, Voting, and Manner of Acting:
a. For a vote of the Members of the Corporation, a quorum for the transaction of business shall consist of ten percent (10%) of the total membership in good standing. [2017, 2018]
b. The act of a majority of the Members voting for which a quorum has been declared shall be the act of the Members, unless the act of a greater number is required by the Articles of Incorporation, by these Bylaws, or any provision of law. 
3.9 Membership Dues:
a. Dues: The amount annual or life Membership fees and dues shall be established by the Board of Directors from time to time.
b. Term: Annual Membership shall be for one (1) year renewable annually upon payment in advance of current Membership fees, with such membership year being set by the Board of Directors of the Corporation from time to time. Life Membership shall be for the lifetime of the Member. The Treasurer of the Corporation shall maintain a roster of the current Members of the Corporation sharing the roster with the Secretary and the Membership Chair.
c. Default and Termination of Membership: Membership shall be terminated when any member is in default in the payment of dues for a period of six months from the beginning of the period for which such dues become payable. [2009, 2011, 2013, 2015, 2017]
Article IV Board of Directors
4.1 Identity, Qualifications, and Terms of Office: All Directors must always be Members in good standing. The total number of Directors shall not be less than three (3) nor more than fifteen (15) and shall be fixed by the Board of Directors within the range set forth in the Articles of Incorporation, provided that no diminution in the number of Directors shall serve to reduce an incumbent Director’s term. The Board of Directors shall be composed of the Officers, Past Presidents, and Directors at Large.
a. Officers: Officers shall serve as Directors ex officio during the term of their office and until their successors are elected and qualified, or until their death, removal, or resignation;
b. Past President: After the completion of their term of office as President, past presidents shall serve as a Director until his or her death, removal, or resignation;
c. Directors at Large: Directors at Large shall serve on the Board of Directors for no more than two terms of three-years each or until their successors are elected and qualified, or until their death, removal, or resignation. Terms shall be staggered to promote continuity; [2009; 2011; 2015, 2017]
d. Director Voting Authority: Each individual director shall have one (1) vote. [2020,2021]
4.2 Powers and Duties: The Board of Directors shall have responsibility for the management of the affairs of the Corporation that are not expressly reserved to the members and, in connection therewith, may exercise all powers of the Corporation and do all lawful acts and things necessary or appropriate to carry out the purposes of the Corporation. Each Director is expected to attend all meetings, prepare written reports, and contribute to discussions. The Board of Directors shall have as its primary function the establishment of policies consistent with the purpose of the Corporation and the assumption of responsibility for resource management on behalf of the Corporation. The Board shall meet at least quarterly either with a physical presence, via conference call, or over the internet. [2018, 2020]
The Directors shall have all the rights set forth in the Articles of Incorporation, these Bylaws, or under the Act. These rights and duties include, but are not limited to:
a. To propose or recommend (for action by the Members) any amendment, restatement, or modification of the Articles of Incorporation of the Corporation or these corporate Bylaws
provided, however, that an affirmative vote of at least 2/3rds of the Directors then in office shall be required, and notice setting forth the proposed amendment, restatement or modification is circulated to the Directors at least ten (10) days in advance of the meeting at which action is to be taken by the Directors.
b. To propose or recommend for action by the Members approval of the sale, or other disposition of all, or substantially all, of the assets and property of the Corporation, the dissolution of the Corporation, or its merger with or consolidation into another corporation.
c. To determine a location for the next Annual Meeting of the Members of the Corporation.
d. To acquire or take by purchase, gift, grant, lease, device, bequest or in any other manner and form, any and all property, real and personal, absolutely, in trust or otherwise; and also to give, grant, bargain, sell, but not the mortgage or pledge, encumber, mortgage, pledge, lease, exchange, convey or otherwise dispose of any and all property to borrow money and to execute notes or other evidences of indebtedness, and to do all acts necessary and proper for the carrying into effect of the purposes above set forth; 
e. To authorize any Officer(s) or agents in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, or to sign checks, drafts or other orders for the payment of money or notes or other evidence of indebtedness and such authority may be general or confined to specific instances. Unless so authorized by the Directors, no Officer or agent shall have power or authority to bind the Corporation by any contract or engagement or to render it liable for any purpose in any amount.
f. All funds of the Corporation not otherwise employed shall be deposited, from time to time, to the credit of the Corporation in such banks, trust companies, or other depositories as the Directors may select, or as selected by the Executive Committee, or shall be invested in such securities (of any nature) as the Directors may determine from time to time. 
g. To determine and periodically review the purposes and Bylaws of the Corporation; 
h. To exercise responsibility for the overall direction of the Corporation by determining annual operating and capital budgets, as well as the general, financial, and investment policies of the Corporation, reviewing those policies periodically, and delegating authority for the implementation of the policies of the Board of Directors and day-to-day management to appropriate persons;
i. To establish, review and approve changes in the activities of the Corporation consistent with the Corporation’s purpose.
j. To authorize Officers and/or Agents of the Corporation to purchase and/or sell securities or other financial investment instruments and to accept gifts or bequests on behalf of the Corporation. 
4.3 Attendance: Directors are expected to attend all meetings of the Board of Directors and of any committees on which they serve unless excused by the President for good cause or unless this provision is waived by a unanimous vote of the remaining Directors. [2009, 2017]
4.4 Vacancies: In the event of a vacancy on the Board of Directors occurring between Annual Meetings, the President may appoint a Member in good standing to fill the vacancy for the unexpired term of his predecessor in office. This provision does not apply to appointed positions. [2017, 2020]
4.5 Removal: Any Director may be removed from office with cause a special meeting of the Members called expressly for that purpose by an affirmative vote of at least 2/3rds of the Members then in good standing and entitled to vote for Directors. The removal of an ex officio Director shall also serve to remove the Officer from office. This provision does not apply to appointed positions. [2009, 2011, 2017]
4.6 Resignations: Any Director may resign at any time either by notice in writing to the Executive Committee or by absence from three (3) consecutive meetings of the Board of Directors. Written resignations shall take effect at the time therein specified, or upon receipt if no time shall have been specified. With a resignation deemed offered by three (3) consecutive absences from meetings of the Board of Directors, the Board of Directors shall vote to accept that resignation at the following Board of Directors’ meeting. Unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of a Director who serves as such ex officio shall also serve as the resignation of the Officer from office. [2011, 2015, 2017, 2021]
4.7 Meetings: There shall be an Annual Meeting of the Board of Directors held immediately prior to and in the same location as the Annual Meeting of the Members. Additionally, there shall be such regular and special meetings of the Board of Directors, and/or the Corporate Officers and/or the committees as are necessary to conduct the business of the Corporation. Location and time of these regular and special meetings shall be at the discretion of the Board of Directors. Special meetings may be called at the discretion of the President, or at the request in writing of at least two (2) of the directors. 
4.8 Notice of Meetings: Except as otherwise provided, a minimum of ten (10) days’ notice for special meetings of the Board of Directors shall be given except that shorter notice may be given if necessitated by an emergency. Notice shall be given either by mail, telephone, or electronic communications, and such notice shall include at least an agenda and list of items to be voted upon. [2009, 2011, 2017, 2021]
4.9 Quorum, Voting, and Manner of Acting: A simple majority of the Directors shall constitute a quorum. Each Director shall have one (1) vote. Unless required by the Act, the Articles of Incorporation, or these Bylaws, the act of a majority of the Directors present at a meeting where a quorum is present shall be the act of the Board of Directors. The Directors or any committee of the Board of Directors may hold a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute the presence of the Director or committee member at such meeting. Voting by proxy shall not be permitted. [2009, 2011, 2017]
4.10 Mechanisms for Board Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board of Directors, or a meeting of a committee of the Directors, may be taken without a meeting if all of the Directors, or all of the members of the committee, as the case may be, sign written consents describing the action taken, at any time before or after the intended effective date of such action, and the writing is filed with the minutes of the meetings of the Board of Directors by the Secretary. Written consent may be executed in counterpart originals as long as all counterparts are maintained in the corporate record book by the Secretary. [2009, 2011]
4.11 Informal Action by Directors: Action of the Directors may be taken in accordance with the provisions of Section 708 of the Act. In amplification of, and not in limitation of the foregoing, action taken by agreement of a majority of the Directors shall be deemed the action of the Board of Directors if all the Directors know of the action taken and no Director makes a prompt objection to such action. Objection by a Director shall be effective if written objection to any specific action so taken is filed with the Secretary of the Corporation within twenty-one (21) days of such specific action. 
4.12 Compensation: Directors shall not be compensated for their service as Directors of the Corporation, provided, however, that they may receive reasonable remuneration for services rendered to, or on behalf of the Corporation. Directors may be reimbursed for reasonable expenses incurred in their service as Directors.
4.13 Loans to Directors Prohibited: The Corporation shall make no loans to any Director. 
Article V Officers
5.1 Officers: The Officers of the Corporation shall be a President, a Vice President, Treasurer, and Secretary. Officers must be Members in good standing. [2011,2015,2017, 2018]
5.2 Election and Term of Office:
a. The President, Vice President, Treasurer, and Secretary shall be elected for terms of two (2) years by the members at the annual meeting of the Corporation and may serve only three (3) consecutive terms in office unless the nominating committee is unable to slate a replacement. The President and Treasurer shall be elected in odd-numbered years and the Vice-President and Secretary shall be elected in even-numbered years; 
b. Each Officer shall hold office until (i) a successor has been duly elected and qualified, or (ii) the Officer’s death, resignation, or removal, whichever occurs earlier. [2011, 2015, 2017]
5.3 Resignation: Any Officer may resign by giving written notice thereof to the Secretary or the President and (unless otherwise provided by these Bylaws) no vote of acceptance shall be necessary to make it effective. Resignations shall be effective on the date specified therein, or if no date is specified, then upon receipt. 
5.4 Removal: Any Officer elected by the Members may be removed by the Members and any Officers elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation would be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the Officer so removed; provided, however, that the election of any individual to corporate office shall not create contract rights. 
a. Upon the vacancy in the office of President, the Vice-President shall assume the position of President for the unexpired portion of the term;
b. Upon the vacancy in the offices of Vice President, Treasurer, or Secretary, the Board of Directors may appoint a Member in good standing to fill the vacancy for the unexpired portion of the term; 
c. If the appointee is an elected Director at Large and upon their completion of serving as an officer and if they have remaining time on their service as an elected Director at Large, they can return to that role until the end of their elected term should they choose. 
5.6 Powers and Duties: The Officers shall have the following powers and duties and shall perform such other duties as may from time to time be specified in resolutions or other directives of the Board of Directors.
a. President: The President shall preside at all meetings of Members, and all meetings of the Board of Directors. The President shall act as operating and directing head of the Corporation, subject to policies established by the Board of Directors. The President shall act as spokesperson for the organization. The President shall have full authority to make disbursements from the Corporation’s bank accounts and incur reasonable and necessary expenses on any corporate debit or credit card. Only the President can enter into a contractual obligation with a third party if the said contract cannot be made in the name of the Association; 
b. Vice-President: The Vice-President shall perform such duties as may be assigned. The Vice-President, as authorized by the Board of Directors, shall have all the powers and perform all the duties of the President in the case of the temporary absence of the President or in the case of the President’s temporary inability to act. In the case of the permanent absence or inability of the President to act, the Vice-President shall fill the office of the President for the unexpired portion of the term;
c. Treasurer: The Treasurer shall have general custody of all of the financial books,
records and funds of the Corporation. The Treasurer receives money for dues. The Treasurer shall deposit the funds of the Corporation in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under the Treasurer’s direction and supervision and, the Treasurer shall render financial statements to the President, Directors and Members. The Treasurer shall have charge of the preparation and filing of such reports and financial statements and returns as may be required by law. The Treasurer shall give the Corporation such a fidelity bond as may be required by the Board of Directors, and the premium shall be paid by the Corporation as an operating expense. The Treasurer of the Corporation shall maintain a roster of the current Members of the Corporation, making this available to the Secretary of the Corporation and the Chairperson of the Membership Committee; [2017, 2018]
d. Secretary: The Secretary shall, at the direction of the President, give or cause to be given required notices of all meetings of the Members and the Board of Directors. The Secretary shall keep the minutes of all meetings of the Board of Directors and all meetings of the Members in one or more corporate books reserved for this purpose. The Secretary shall be the custodian of the Corporation’s books and records except those maintained by the Treasurer, the Database Administrator, Membership Committee, and those records, books, and other reference material maintained by the Genealogical Committee. The Secretary shall maintain the official membership roster for the Corporation sharing the roster with the Membership Chair, as provided by the Treasurer. The Secretary shall perform all the duties incident to the office of a secretary of a Corporation. [2017, 2018]
5.7 Records of Officers: Any account, administrative controls, physical property, books, intellectual property, physical records, electronic records, account I.D.s, passwords, and any communications either electronic or written, created during the Officer’s term in service to the Association is the property of the Corporation. Within thirty (30) days after retiring from office, all Officers shall deliver all property belonging to the Corporation to their successors. An Officer who resigns shall turn over all Corporation property to the President within fifteen (15) days of the resignation. [2015, 2021]
Article VI Committees
6.1 Committees: To facilitate the management of the affairs of the Corporation, standing committees are established to perform the prescribed functions as defined in the Association’s Policies and Procedures. The President will appoint the Chairpersons. Chairpersons may nominate any members to each Committee. The Board shall ratify these appointments. The exception is the Executive Committee. Committees may consist of Association members, members of the Board of Directors and Subject Matter Experts (S.M.E.s). The President can create other committees, such as Ad Hoc or Special Committees, for short-term special purposes. The Board of Directors will ratify any non-standing committee if the term is to exceed one year. [2017, 2018, 2020]
6.2 Executive Committee: The Executive Committee is a permanent standing committee authorized to act on behalf of the Corporation in matters of great urgency that may occur between meetings of the Board of Directors. The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer. The Board of Directors may delegate, subject to the limitations set forth in Section 709 of the Act, to such Executive Committee all the authority of the Board of Directors, or any such person of authority, as it may deem necessary or appropriate to assist in the management of the Corporation; Any interim action done by the Committee will be reported to the Board. [2015, 2018]
6.3 Standing Committees: Listed below are the Association’s Standing Committees. Each Standing Committee has specific duties and responsibilities that are defined in the Association’s Policies and Procedures. Committees and their Chairperson do not have the authority to create subcommittees or commit the Association to financial or contractual obligations.
- Database Committee
- Membership Committee
- Nominating Committee
- Finance Committee
- Website Committee
- D.N.A. Committee
- Communications Committee
- Publications Committee
- Conference Committee
6.4 Committee Chairpersons: Each Standing Committee will have a chairperson that has been appointed by the President and ratified by the Board of Directors. As the Chairperson, they are responsible to direct and fulfill the Committee’s obligations and objectives as defined by the Policies and Procedures and/or from directives given by the President and/or Board of Directors.
a. Reports: The chairperson of each committee shall file a written report for each of the regularly scheduled Board of Directors meetings and shall prepare an annual report for the President to include in the Annual report presented to the Membership. The report shall contain a summary of the activities of the Committee during the past year. [2015, 2018]
6.5 Committee members: Any person serving on a committee shall be a member in good standing for the entire time they serve on the Committee. Their term of service is until the next Annual Meeting of the Board of Directors or until a successor is appointed unless the Committee is dissolved or the member is removed, resigns, or ceases to qualify. Subject matter experts (S.M.E.) can serve as committee advisors. The President must approve a S.M.E. before they can begin committee service. An S.M.E. cannot vote on committee motions.
6.6 Quorum, Voting, and Manner of Acting: A majority of the full committee shall constitute a quorum, and action taken when a quorum is present shall be the act of the committee. Voting by proxy shall not be permitted.
6.7 Resignations and Removals: A member of a committee may resign at any time by submitting a written resignation to the chair of the committee, or the Board of Directors. Any member of any committee may be removed by the Board of Directors whenever, in their judgment, the best interests of the Corporation would be served thereby. [2011, 2018]
6.8 Resignations and Removals: A Chairperson or member of a committee may resign at any time by submitting a written resignation to the Executive Committee. Any member of any committee may be removed by the Board of Directors whenever, in their judgment, the best interests of the Corporation would be served thereby. Upon retirement, resignation, or removal, the person shall transfer and deliver within 15 days to the President any account information, administrative controls, account I.D.s, passwords, physical property, books, intellectual property, physical records, electronic records, account I.D.s, passwords, and any communications either electronic or written, created during their term of service. 
Article VII Indemnification
7.1 Indemnification: The Corporation shall in all cases, to the fullest extent permitted by the Act, indemnify any person who was or is involved in any manner (including, without limitation, as a party or a witness) in any threatened, pending, or completed investigation, claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, any action, suit, or proceeding brought by, or in the right of, the Corporation to procure a judgment in its favor) by reason of the fact that that person is or was a Director or Officer of the Corporation, against all liabilities and expenses actually and reasonably incurred by the person in connection with such actions, suits or proceedings including but not limited to attorney’s fees, judgments, fines and amounts paid in settlement. This section is subject to the limitations set forth in Section 7.2.
7.2 Limitations on Indemnification: No indemnification shall be provided for any person with respect to any matter as to which that person shall have been finally adjudicated in any action, suit, or proceeding not to have acted in good faith in the reasonable belief that a person’s action was in the best interests of the Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that persons conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to such person, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith in the reasonable belief that his action was in the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
7.3 Requirement of Indemnification: Any provision of Sections 7.1, 7.2 or 7.4 to the contrary notwithstanding, to the extent that a Director or Officer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 7.1, or in defense of any claim, issue or matter therein, that person shall be indemnified against all expenses and liabilities, including attorneys’ fees, actually and reasonably incurred by that person in connection therewith. The right to indemnification granted by this Section 7.3 may be enforced by a separate action against the Corporation if an order for indemnification is not entered by a court in the action, suit, or proceeding wherein that person was successful on the merits or otherwise.
7.4 Procedure: Any indemnification under Section 7.1, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because that person has met the applicable standard of conduct set forth in Section 7.1 and Section 7.2. That determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion. Such a determination, once made by the Board of Directors may not be revoked by the Board of Directors, and upon the making of such determination by the Board of Directors, the Director or Officer may enforce the indemnification against the Corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors.
7.5 Expenses: Expenses incurred in defending a civil, criminal, administrative investigation, or any such action, suit, or proceeding may be authorized and paid by the Corporation in advance of the final disposition of that action, suit, or proceeding upon a determination made in accordance with the procedure established in Section 7.4 that, based solely on the facts then known to those making the determination and without further investigation, the person seeking indemnification satisfied the standard of conduct prescribed by Section 7.1 and 7.2. Those persons making such determination may, in their discretion, require such person to provide the following to the Corporation:
a. A written undertaking by or on behalf of the Officer or Director to repay that amount if that person is finally adjudicated:
1. Not to have acted honestly or in the reasonable belief that the persons action was in or not opposed to the best interests of the Corporation; or
2. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the persons conduct was unlawful; and
b. A written affirmation by the Officer or Director that the person has met the standard of conduct necessary for indemnification by the Corporation as authorized in this section.
The undertaking required by Paragraph (a) shall be an unlimited general obligation of the person seeking the advance but need not be secured and may be accepted without reference to financial ability to make the repayment.
7.6 Enforceability: The indemnification and entitlement to advances of expenses provided by Article VII shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in that person’s 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 or Officer, and shall inure to the benefit of the heirs, executors, and administrators of such a person. A right to indemnification may be enforced by a separate action against the Corporation, if an order for indemnification has not been entered by a court in any action, suit, or proceeding in respect to which indemnification is sought.
7.7 Insurance: The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or Officer against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person’s status as such, whether or not the Corporation would have the power to indemnify that person against such liability under this Article VII.
Article VIII General Provisions
8.1 Fiscal Year: The fiscal year of the Corporation shall be from January 1 through December 31 of each year, unless otherwise fixed by resolution of the Board of Directors. 
8.2 Gender: Any word or reference contained in these Bylaws which implies one gender shall be considered non-gender specific. [Amended November 2017]
8.3 Severability: In the event that any provision of these Bylaws is deemed to be invalid or unenforceable for any reason, then the remaining provisions of these Bylaws shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
8.4. Notices - Proof: An affidavit of the mailing of any notice required hereunder with a copy of the notice attached made by the person mailing the notice shall be sufficient proof of compliance with these Bylaws.
8.6 Waiver of Notice: Whenever any notice is required to be given under the provisions of the Act, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time that notice was required shall be deemed equivalent to the giving of such notice. Neither the purpose of nor business to be transacted at any meeting need be specified in the waiver of notice unless specifically required by the Act, the Articles of Incorporation, or these Bylaws. The attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
8.7 Review and Amendment of Bylaws: These Bylaws may be amended, restated, or modified at any meeting of the Members upon an affirmative vote of a majority of the Members entitled to vote; provided, however, that:
a. The proposed amendment must have previously been reviewed by the Board of Directors who shall have acted by an affirmative vote of at least two-thirds (2/3s) of the Directors then in office to recommend passage of the proposed amendment, restatement, or modification; and
b. Notice of the proposed amendment, restatement, or modifications must be sent to all Members at least ten (10) days before the meeting at which the Members will vote on such amendment, restatement, or modification. [2015, 2017]
c. No amendment, restatement, or modification of any provision of these Bylaws which is substantially similar to any provision contained in the Articles of Incorporation may be made without likewise amending the Articles of Incorporation.
8.8 Rules of Order: The Rules contained in the current edition of Robert’s Rules of Order shall govern the Corporation in all cases in which they are applicable and in where they are not inconsistent with the Act, the Articles of Incorporation these Bylaws, or any special rules of order the Corporation may adopt. 
å8.9 Effective Date: These Bylaws shall take effect from the time of their adoption.
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