North American Council of Automotive Teachers

Devoted to teachers and trainers of automotive technology and its related fields.
Active Members in 48 States and 7 Provinces.

North American Council of Automotive Teachers By-Laws

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NORTH AMERICAN COUNCIL OF
AUTOMOTIVE TEACHERS, INCORPORATED.
REVISED 06-03-82 TO INCLUDE
INDIANA STATUTORY PROVISIONS

ARTICLE I - Offices

Section 1.1 Registered Office.

The corporation shall have and continuously maintain in the State of Indiana a registered office located at 101 S. 21st Street, Vincennes, Indiana 47591. The Corporation may, by resolution of the board, change the location to any other place in Indiana.

Section 1.2 Other Offices.

The corporation may also maintain offices at such other places, within or without the State of Indiana as the board may, from time to time, establish.

ARTICLE II - Memberships

Section 2.1 Classes of Members

There shall be two (2) classes of members:

(a) General Member - General membership shall consist of those persons whose main vocation is the field of automotive related education and instruction.
(b) Associate Member - Associate membership shall consist of all other persons, organizations, institutions, and corporate entities that maintain an interest in the field of automotive related education and instruction.

Section 2.2 Voting Rights of Classes

All general members shall have the right to one vote. Associate members shall have no vote in the affairs of the corporation.

Section 2.3 Member's Dues

Annual dues will be paid by an individual or by an institution for an individual.

Section 2.4 Charter Members

All memberships received by December 31, 1977, shall be considered Charter Members.

ARTICLE III - Meetings of the Members

Section 3.1 Place

All regular and special meetings of the members shall be held at a place, within or without the State of Indiana, as specified by the board.

Section 3.2 Notice

Except as otherwise provided by the Act, written notice of time, place, and purpose of a meeting shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the member at the address which appears on the records of the corporation. Attendance of a person at a meeting of members, in person or by proxy, constitutes a waiver of notice of the meeting, except when the member attends a meeting for the express purpose of objecting, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.3 Meeting

A meeting of members for the election of the board and for such other business as may come before the meeting shall be held each year, notice of which shall be given in the Notice of the Meeting, unless such action is taken by written consent. The following order of business shall be observed at all annual meetings and special meetings of members;

(a) Calling the roll,
(b) Reading, correcting and approving the minutes of the previous meeting,
(c) Reports of Officers,
(d) Reports of Committees,
(e) Election of the Board,
(f) Unfinished business; and,
(g) New business.

Section 3.4 Special Meetings

Special meetings of members may be called by the President, by a majority of the Board of Directors, or by a written petition signed by not less than 1/10th of the members authorized to vote by the Articles of Incorporation.

Section 3.5 Adjournment

When a meeting is adjourned to another time or place, it is not necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting, only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice under the provisions of Article III, Section 3.2 of these by-laws.

Section 3.6 Record Dates

For the purpose of determining the members entitled to notice of, or to vote at, a meeting of members of an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, the record date shall be a specific date to be fixed in advance by the board. For any purpose other than the above, the record dates shall not be more than 60 days, nor less than 10 days, before the date of the meeting, nor more than 60 days before any other action. When a determination of members of record entitled to notice of or to vote at a meeting of members, the determination is applied to any adjournment of the meeting.

Section 3.7 Quorum

A quorum at a meeting is constituted by 15% of the members entitled to cast votes at a meeting. The withdrawal from a meeting of any member, attending in person or proxy, after the commencement of the meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.

Section 3.8 Corporate Action w/o Members' Meeting

Any action required or permitted to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and with a vote, if a consent in writing, setting forth the action so taken, is signed by the number of members that would be necessary to authorize or take the action at a meeting at which all members entitled to vote thereon were present and voted. Prompt notice of the taking of the corporation action, without a meeting by less than unanimous written consent, shall be given to members who have not consented in writing.

Section 3.9 Voting Lists

The officer or agent having charge of the records of the corporation shall make and certify a complete list of members entitled to vote at a members meeting or any adjournment thereof. The list shall be:

(a) Arranged alphabetically within each class, with the address of each member.
(b) Produced at the time and place of the meeting.
(c) Subject to inspection by any member during the whole time of the meeting.
(d) Prima facie evidence as to who are the members entitled to examine the list or to vote at a meeting. If the above-stated requirements have not been complied with, on demand of a member in person or by proxy, who in good faith challenges the existence of sufficient votes to carry any action at the meeting, the meeting shall be adjourned until the requirements are complied with. Failure to comply with the above-stated requirements does not affect the validity of an action at the meeting before the making of such a demand; and
(e) The Secretary shall keep at all times, at the principal office of the corporation, a complete and accurate list of all members entitled to vote by the Articles of Incorporation which may be inspected by any member, for any proper purpose, at any reasonable time.

Section 3.10 Voting Rights

On each matter submitted to a vote, each general member of record is entitled to one vote. A vote may be cast orally, by written ballot, or by a show of hand.

Section 3.11 Required Vote

When an action, other than the election of the board, is to be taken by vote of the members, the members entitled to vote thereon shall authorize the action by a majority of the votes cast.

Section 3.12 Proxies

A member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize other persons to act for him by proxy. A proxy shall be signed by the member or his authorized agent or representative. A proxy is not valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the member executing it. The authority of the holder of the proxy to act is not revoked by the incompetence or death of the member who executed the proxy unless, before the authority is exercised, written notice of an adjudication of the incompetence or death is received by the corporate officer responsible for maintaining the list of members.

Section 3.13 Inspectors at Members' Meetings

Inspectors shall be required at a members' meeting only when specifically requested by a member present in person or by proxy and entitled to vote at the meeting. In absence of such a request, compliance with this requirement is waived. The Board, in advance of a members' meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the Presiding Officer at a members' meeting may, and on request of a member entitled to vote, shall appoint one or more inspectors. In case an Inspector appointed fails to appear or act, the vacancy may be filled by appointment made by the board in advance of the meeting or at the meeting by the presiding officer. The inspectors shall deter-mine the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine the result, and do such acts as are proper to conduct the election or vote with fairness to all members. On request of the person presiding at the meeting, or a member entitled to vote, the inspectors shall make and execute a written report to the presiding officer of the meeting of any of the facts found and matters deter-mined by them. The report is prima facie evidence of the facts stated and of the vote, as certified by the Inspectors.

Section 3.14 Election of Board

At the first annual meeting of the members and at annual meeting thereafter, the members shall elect a Board. The Board shall be elected by a plurality of the votes cast at an election. A member entitled to vote at an election for the Board, in person or by proxy, may vote for as many candidates as there are Board Members to be elected and for whose elections he has a right to Vote.

ARTICLE IV - Board

Section 4.1 General Powers

Except as otherwise provided in the Act or the articles, the business affairs of the Corporation shall be managed by its Board. The Board shall have general management and control of the business and affairs of the Corporation and shall exercise all of the powers that may be exercised or performed by the Corporation under the statutes of the State of Indiana, the Articles of Incorporation or the corporate by-laws. A Board Member shall be a General Member of record of the Corporation. Relative to the Board qualifications, all Board members shall have been a member of record for the two previous years.

Section 4.2 Number

The number of members sitting on the Board shall be nine.

Section 4.3 Term of Office

A Board Member shall hold office for the term elected and until a successor is elected and qualified, or until the Board Member resigns or is removed. At the first annual meeting of members, the members shall elect Board Members. In lieu of an annual election, after the first annual meeting where a Board is elected, all of the Board Members shall be divided into three classes, each to be nearly equal in number as possible. The term of office of Board Members in the first class shall expire at the first annual meeting of the members after their election, that of the second class shall expire at the second annual meeting after the election, and that of the third class, if any, shall expire at the third annual meeting after their election. At each annual meeting after such classification, a number of Board Members equal to the number in the class whose term expires at the time of the meeting shall be elected to hold office until the second succeeding annual meeting if these are two classes or until the third succeeding meeting if there are three classes.

Section 4.4 Resignation

A Board Member may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or a subsequent time as set forth in the notice of resignation.

Section 4.5 Removal

Any or all of the Members of the Board of Directors may be removed, with or without cause, at a meeting of the members called expressly for that purpose by a vote of the majority of the members then entitled to vote at an Election of Directors.

Section 4.6 Vacancies

Any vacancy occurring on the Board of Directors caused by death, resignation, or otherwise, shall be filled until the next annual meeting by an affirmative vote of the majority of the remaining members of the Board with one-third of the total number of directors constituting a quorum for these purposes. A Directorship filled by the Board shall have a term of office continuing only until the next election of Directors by members.

Section 4.7 Regular Meetings

A regular meeting of the board may be held either within or without the State of Indiana. A regular meeting may be held only when written notice has been given by the Chairman of the Board. Regular meetings of the Board shall be held whenever the Board deems necessary. The business to be transacted at, and the purpose of, a regular meeting must be specified in the notice or waiver of notice of the meeting. The first meeting of each newly elected Board shall be held without notice immediately after, and at the same place as, the annual meeting of the members for the purpose of the organization of the Board, the election of Officers, and the transaction of such other business as may properly come before the meeting. Section

4.8 Special Meetings

Special meetings of the board may be called by the President, Chairperson of the Board, or shall be called by the Secretary on the written request of a majority of Board Member(s). Such meetings may be held either within or without the State of Indiana. A special meeting shall be held only when notice of the time and place thereof is mailed to each Board Member, at the address which appears on the records of the Corporation, at least two days before the day on which the meeting is to be held, or sent to such place by telegraph, radio or cable, or telephoned or delivered person-ally, not later than the day on which the meeting is to be held. The business to be transacted at, and the purpose of, a special meeting need not be specified in the notice or waiver of notice of the meeting.

Section 4.9 Attendance - Waiver of Notice

At both regular and special meetings, attendance of a Board Member at a meeting constitutes a waiver of notice of the meeting, except where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 4.10 Meeting by Conference Telephone

A Member of the Board or of a Committee designated by the Board may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting conducted in this fashion constitutes presence in person at the meeting.

Section 4.11 Quorum

A quorum at a meeting for the transaction of business is constituted by a majority of the Members of the Board then in office, or of the Members of a Committee thereof.

Section 4.12 Required Vote

Amendment of the By-Laws by the Board requires the vote of not less than a majority of the Members of the Board then in office. For all other purposes, unless the vote of a regular member is required by the Act, the vote of the majority of the members present at a meeting at which a quorum is present constitutes the action of the Board or of the Committee. At all meetings of the Board, each Board Member present shall have only one vote.

Section 4.13 Adjournment

In the absence of a quorum, a majority of the Board Members present at the time and place of any meeting may adjourn such meeting from time to time until a quorum is present.

Section 4.14 Consent Without Board Meeting

Action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or of a Committee thereof, may be taken without a meeting if, before or after the action, the Board or the Committee consent in writing. The consent has the same effect for all purposes as a vote of the Board or Committee.

Section 4.15 Chairperson

At all meetings of the Board, the Chairperson shall preside. If the Chairperson is absent, then a Chairperson chosen by the Board members shall preside.

Section 4.16 Compensation

Board Members shall not receive, as such, any salary from the Corporation, but the Board may authorize the payment to Board Members and/or general members of expenses for attendance at meetings of the Board or any Committee thereof. No such payments shall preclude any Board Member(s) from serving the Corporation in any other capacity and receiving a reasonable compensation for services actually rendered.

Section 4.17 Discharge of Duties by Board

A Board Member shall discharge the duties of his/her position in good faith and with that degree of diligence, care, and skill which an ordinarily prudent person would exercise under similar circumstance in the like position. In discharging those duties, a Board Member, when acting in good faith may rely upon the opinion of Counsel for the Corporation, upon the report of an independent appraiser or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation

Section 4.18 Board Liability for Corporate Actions

In addition to any other liability imposed by the Act or other law upon the Board of a Corporation, the Board Members who vote for or concur in any of the following corporate actions are jointly and severally liable to the Corporation for the benefit of its creditors or members, to the extent of any legally recoverable injury suffered by such persons as a result of the action but not to exceed the amount unlawfully paid or distributed:

(a) declaration of a dividend or other distribution of assets to members contrary to the Act or contrary to any restriction in the Articles or By-Laws;
(b) purchase of shares of the Corporation contrary to the Act or contrary to any restriction in the Articles or By-Laws;
(c) distribution of assets to members during or after dissolution of the Corporation without paying or adequately providing for all known debts, obligations and liabilities of the Corporation;
(d) making of a loan to an Officer, Board Member or Employee of the Corporation or of a subsidiary thereof contrary to the act.

Section 4.19 Concurrence in Absence of Dissent

A Board Member who is present at a meeting of the Board, or a Committee thereof of which she/he is a member, at which an action is taken on a corporate matter, is presumed to have concurred in that action unless a dissent is entered in the minutes or unless a written dissent to the action is filed with the person acting as Secretary of the meeting before or promptly after the adjournment. The right to dissent does not apply to a Board Member who voted in favor of the action. A Board Member who is absent from a meeting of the Board, or a Committee thereof of which she/he is a member, at which any such action is taken, is presumed to have concurred in the action unless a written dissent is filed with the Secretary of the Corporation within a reasonable time after she/he had knowledge of the action.

ARTICLE V - Committees

Section 5.1 Committees

The Board of Directors may, by resolution adopted by a majority of the entire Board, designate one or more committees, each Committee to consist of general members and one or more of the Board Members of the Corporation. The Board may designate one or more Board Members as alternate members at a meeting of the Committee. A Committee and each member, shall serve at the pleasure of the Board. In the absence or disqualification of a member of a Committee, the members present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member to act at the meeting in place of such an absent or disqualified member.

Section 5.2. Powers

A Committee, to the extent provided in the resolution of the Board, may exercise all powers and authority of the Board in management of the business affairs of the corporation. However, such a Committee does not have the power or authority to:

(a) amend the Articles of Incorporation;
(b) adopt an agreement of merger or consolidation;
(c) recommend to members the sale, lease, or exchange of all or substantially of the Corporation's property and assets;
(d) recommend to members a dissolution of the Corporation of revocation of a dissolution; (e) amend the By-Laws of the Corporation;
(f) fill vacancies in the Board;
(g) fix compensation of the Board for serving on the Board or on a Committee; or
(h) to present their report to the general membership without prior approval.

ARTICLE VI - Officers

Section 6.1 Number and Election

The officers of a Corporation shall consist of a President, Secretary, Treasurer, one or more Vice-Presidents, namely Vice-President - President elect, Executive Vice-President, and such other Officers as may be determined by the Board. The Board shall elect or appoint the chairperson and Executive Vice-President. The Board shall not elect or appoint other Officers, but rather they shall be elected or appointed by the general membership. Two or more offices may be held by the same person, but an Officer shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or the Articles or By-Laws to be executed, acknowledged or verified by two or more Officers.

Section 6.2 Term of Office

An Officer elected or appointed, as herein provided, shall hold office for the term elected or appointed and until a successor is elected or appointed and qualified, or until that Officer resigns or is removed.

Section 6.3 Resignation, Removal and Suspension

An Officer elected or appointed by the Board may be removed by the Board with or without cause. An Officer elected by the members may be removed with or without cause, only by vote of the members, but the authority to act as an Officer may be suspended by the Board for cause. The removal of an Officer shall be without prejudice to any contractual rights. The election or appointment of an Officer, of itself, does not create contractual rights. An officer may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation.

Section 6.4 Vacancies

Any vacancy occurring in any office of the Corporation shall be filled for the unexpired term in the manner prescribed in Article VI, Section 6.1 of these By-Laws for the regular election or appointment to such office.

Section 6.5 Duties of Officers

An Officer, as between that Officer and other Officers and the Corporation, has such authority and shall perform such duties in the management of the Corporation as may be provided in these By-Laws, or as may be determined by resolution of the Board, consistent with these By-Laws. An Officer shall discharge the duties of his/her position in good faith and with that degree of diligence, care, and skill which an ordinarily prudent person would exercise under similar circumstances in a like position. In discharging those duties, an Officer, when acting in good faith, may rely upon the opinion of Counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to be correct by the President or the Officer of the Corporation who has charge of its books of account, or stated in a written report by an independent Public Accountant or Certified Public Accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 6.6 The President

The President shall be the Chief Executive Officer of the Corporation and, subject to the direction and under the supervision of the Board, shall have general charge of the business, affairs, and property of the Corporation, and control over its Officers, Agents and Employees. The President shall preside at all meetings of the members when present. The President shall, in general, perform all duties and have all powers incident to the Office of President and shall perform such other duties and have such other powers as, from time to time, may be assigned by these By-Laws or by the Board.

Section 6.7 The Vice-President-President Elect

At the request of the President, or in the event of his/her absence or disability, the Vice-President designated by the President, (or in the absence of such designation, the Vice-President designated by the Board), shall have the powers of, and be subject to all the restrictions upon, the President. Any Vice-President shall perform such other duties and have such other powers as from time to time may be assigned by these By-Laws, the Board, or the President.

Section 6.8 The Executive Vice-President

Under direction of the Board, the Executive Vice-President shall organize and direct the annual conference, be empowered to conduct all business and transactions pertaining to the national conference, maintain accurate financial records, and perform such other duties and has such other powers as from time to time may be assigned by these By-Laws, the Board, or the President. (These duties may be performed by an Assistant Executive Vice-President.- RESOLUTION #69-December 9, 1985)

Section 6.9 The Secretary

The secretary shall keep the minutes of the proceedings of the members and of the Board in one or more books to be kept for the purpose. The Secretary shall have custody of the seal of the Corporation and shall have authority to cause such seal to be affixed to, or impressed, or otherwise reproduced upon all documents, the execution and delivery of which, on behalf of the Corporation, shall have been duly authorized. The Secretary shall, in general, perform all duties and have all powers incident to the Office of Secretary and shall perform such other duties and have such other powers as may, from time to time, be assigned by these By-Laws, the Board, or the President. The Secretary shall give all notice required by the Articles or By-Laws. The Secretary shall have custody of all books, records, and papers of the company, except those in the possession of the Treasurer or some other person authorized by the Board. (These duties may be performed by the Assistant Secretary.- RESOLUTION #69-December 9, 1985)

Section 6.10 The Treasurer

The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall cause all moneys and other valuable effects to be deposited in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall cause the funds of the Corporation to be disbursed when such disbursements, and shall render to the President and the Board, whenever requested, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall, in general, perform all duties and have all powers incident to the Office of Treasurer and shall perform such other duties and have such other powers as may, from time to time, be assigned by these By-Laws, the Board, or the President. (These duties may be performed by the Assistant Treasurer.- RESOLUTION #69-December 9, 1985)

Section 6.11 Executive Manager

Either a person or a management firm may be appointed Executive Manager, and shall serve with compensation. The Executive Manager may be appointed Assistant Executive Vice-President, Assistant Secretary, and Assistant Treasurer, and shall perform such other duties as shall be assigned to him by these By-Laws, the Board, or the President. The Executive Manager shall not be entitled to vote in Board of Director, member, or committee meetings. (Section 6.11 added by RESOLUTION #69-December 9, 1985)

ARTICLE VII - Contracts

Section 7.1 Common Boardship, Officership or Interest

A contract or other transaction between a Corporation and one or more of its Board members or Officers, or between a Corporation and a domestic or foreign Corporation, firm, or association of any type or kind, in which one or more of its Board Members or Officers are Board members or Officers, or are otherwise interested, is not void or voidable solely because of such common Boardship, Officership, or interest. Neither is such contract or transaction void solely because such Board members are present at the meeting of the Board or Committee thereof which authorized or approves the contract or transaction, or solely because their votes are counted for such, if any one of the following conditions is satisfied;

(a) the contract or other transaction is fair and reasonable to the Corporation when it is authorized, approved, or ratified;
(b) the material facts as to the Board member's or Officer's relationship or interest, and as to the contract or transaction by a vote sufficient for the purpose, without counting the vote of any common or interested Board member;
(c) the material facts as to the Board member's or Officer's relationship to interest, and as to the contract or transaction, are disclosed or known to the members, and they authorize, approve, or ratify the contract or transaction.

Section 7.2 Burden of Establishing Contract's Validity

When the validity of a contract described in 7.1 of these By-Laws is questioned, the burden of establishing its validity, on any of the grounds prescribed in that Section, is upon the Director, Officer, Corporation, Firm, or Association asserting its validity.

Section 7.3 Counting Board Members in Quorum

Common or interested Board members may be counted in determining the presence of a quorum at a Board or Committee Meeting at which a contract or transaction described in 7.1 of these By-Laws is authorized, approved, or ratified.

Section 7.4 Compensating the Board for Services

The Board, by affirmative vote of a majority of Board Members in office and irrespective of any personal interest of any of them, may establish reasonable compensation of the Board for services actually rendered to the Corporation as Board members or Officers, but approval of the members is required.

Section 7.5 Corporate Loan, Guarantee, or Assistance

No corporation shall make any advancement for services to be performed in the future or shall make any loan of money or property to any Officer or Director of the Corporation.

ARTICLE VIII - Indemnification of Corporate Agents

Section 8.1 Proceedings Against Corporate Agents

The Corporation shall have power to indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by employee, or agent of the Corporation, or is or was serving at the request of the Corporation, partnership, joint venture, trust or other enterprise. The indemnification shall be against expenses, (including attorney's fees), judgments, fines, and amounts paid in settlement, actually and reasonable, incurred in connection with such action, suit, or proceeding. The Corporation shall have the power to indemnify the Board member, Officer, employee, or agent of the Corporation, only if she/he acted in good faith and in a manner she/he reasonably believed to be in or not opposed to the best interests of the Corporation or its members, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/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, of itself shall not create a presumption that the person did not act in good faith and in a manner which she/he reasonably believed to be in or not opposed to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

Section 8.2 Proceedings by Right of the Corporation

A Corporation shall have power to indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action or suit by or in the right of, the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a Board member, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Board member, Officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. The indemnification shall be against expenses, (including attorney's fees), actually and reasonably incurred in connection with the defense or settlement of such action or suit. The Corporation shall have the power to indemnify any person only if that person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the bests interests of the Corporation of its members. However, 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 a duty to the Corporation 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, though in view of all circumstances of the case, such expenses which such court shall deem proper.

Section 8.3 Corporate Agent

The extent that a Board member, Officer, employee, or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding, referred to above, or in defense of any claim, issue or matter therein, that person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred.

Section 8.4 Determination Indemnification

Unless ordered by a court, any indemnification under 8.1 or 8.2 of these By-Laws shall be made by the Corporation only as authorized in the specific area upon a determination that indemnification of the Board member, Officer, employee, or agent is proper in the circumstances because that person has met the applicable standard of conduct set forth in those By-Laws. Such determination shall be made in either of the following ways,

(a) by the Board upon a majority vote of a quorum consisting of Board members who were not parties to such action, suit, or proceeding; or,
(b) if such quorum is not obtainable, or even if obtainable, a quorum of disinterested Board members so directs, by independent legal counsel in a written opinion; or
(c) by the Members.

Section 8.5 Expenses Payable in Advance

Expenses incurred in defending a civil or criminal action, suit, or proceeding described in 8.1 or 8.2 of these By-Laws may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in the manner provided in 8.4 of these By-Laws, upon receipt of an undertaking by or on behalf of the Board member, Officer, employee, or agent to repay such amount, unless it ultimately shall be determined that the person is entitled to be indemnified by the Corporation.

Section 8.6 Rights not Exclusive

Further provisions may be made to indemnify Directors or Officers on any action, suit, whether contained in the Articles, By-Laws, a resolution of members or Board members, an agreement or otherwise, so long as such provisions are not in conflict with 8.1 to 8.6 of these By-Laws. Nothing contained in 8.1 to 87.6 of these By-Laws affect any rights to indemnification to which persons other than the Board and Officers may be entitled by contract or otherwise by law. Moreover, the indemnification provided in 8.1 to 8.6 of these By-Laws continues as to a person who has ceased to be a Board member, Officer, employee or agent and shall incur to the benefit of the heirs, executors and administrators of such person.

Section 8.7 Liability Insurance

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Board member, Officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Board member, Officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise 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 power to indemnify that person against liability pursuant to these By-Laws.

Section 8.8 Constituent Corporation

Reference to the Corporation in these By-Laws in 8.1 to 8.7 include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a Board member, Officer, employee, or agent of such constituent corporation, or is, or was, serving at the request of such constituent corporation as a Board member, Officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position with respect to the resulting or surviving Corporation as that person would if that person had served the resulting or surviving Corporation in the same capacity.

ARTICLE IX - General Provisions

Section 9.1 Corporate Books, Records, Minutes

The Corporation shall keep books and records of accounts and minutes of the proceedings of its' members, Board, and Executive Committee, if any. The books, records and minutes may be kept outside of the State of Indiana. The Corporation shall keep at its' registered office, or at the office of its' transfer agent, within or without of the State of Indiana, records containing the names and addresses of all members, and the dates when they respectively became members of record. Any such books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. The Corporation shall convert into written form, without charge, any such record not in such form, upon written request of a person entitled to inspect them.

Section 9.2 Sureties and Bonds

If the Board requires, any Officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties, as the Board may direct, conditioned upon the faithful performance of that person's duties to the Corporation which may come into that person's hands.

Section 9.3 Corporate Seal

The Corporation shall have power, in furtherance of its' corporate purpose, to have a corporate seal, and alter the seal, and use it by causing it or a facsimile to be affixed, impressed or reproduced in any other manner. The corporate seal shall be in the form of a circle and shall bear the name of the Corporation, the year of its' incorporation, and indicate its' formation under the laws of the State of Indiana.

Section 9.4 Fiscal Year

Subject to applicable law, the fiscal year shall be fixed by the Board.

ARTICLE X - Amending or Repealing By-Laws

Section 10.1 Power to Amend or Repeal

The power to amend or repeal the By-Laws or adopt new By-Laws is available to the members or the Board.

Section 10.2 By Members

Any By-Laws made by the members shall be approved by the appropriate number of votes as prescribed in Article III, Section 3.11 of these By-Laws and shall not be altered or repealed by the Board.

Section 10.3 By the Board

Amendment of the By-Laws by the Board requires the vote of not less than a majority.

ARTICLE XI - Amendment of Articles

Section 11.1 General Power of Amendment

The Corporation may amend its Articles of Incorporation if the amendment contains only such provisions as might lawfully be contained in the original Articles of Incorporation filed at the time when the amendment is approved.

Section 11.2 Power of Members to Amend Articles

Except as otherwise provided in the Act, amendments of the Articles of Incorporation shall be approved by the members. Notice of a meeting, setting forth the proposed amendment or a summary of the changes to be effected thereby, shall be given to each member of record entitled to vote thereon within the time and in the manner provided in Article III, Section 3.2 of these By-Laws. Any number of amendments may be acted upon at one meeting. Section

11.3 Required Vote

At the meeting, a vote of members, entitled to vote thereon, shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority.

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