BYLAWS
OF THE INTERNATIONAL SOCIETY FOR THE PSYCHOANALYTIC
STUDY OF ORGANIZATIONS

ARTICLE I

1.1 Registered Office. The registered office will be located in the state of Kansas. The corporation, by resolution of its board of directors, may change the location of its registered office as designated in the Articles of Incorporation to any place in Kansas. By like resolution the registered agent at such registered office may be changed to any other person or corporation. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed with the Secretary of State, for the county in which the new registered office is located (and in the old county, if such registered office is mover from one county to another).

1.2 Other Offices. The corporation may also have offices at other places both within and without the State of Kansas as the board of directors may from time to time appoint or the activities of the corporation may require.

ARTICLE II
Nonprofit Purposes

2.1 Internal Revenue Code §501 (c) (3) Purposes. This corporation is organized exclusively for one or more of the purposes as specified in §501 (c) (3) of the Internal Revenue Code of 1986, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501 (c) (3) of the Internal Revenue Code of 1986.

2.2 Specific Objectives and Purposes. Without limiting the scope of the above purposes, the specific objectives and purposes of this corporation shall be:

(a) (a) to provide a public forum for the presentation and distribution of papers in the field of psychoanalytic organizational studies;

(b) (b) to aid in the establishment of a community of scholars and other concerned individuals who work in universities, government, the communications media, and private, clinical or consultation practices, and elsewhere who share an interest in examining organizations from a psychoanalytic perspective;

(c) (c) to facilitate communication of scientific research, theory and practice in the field of psychoanalytic study of organizations across disciplinary, national and ideological boundaries among the members of this corporation and the general public;

(d) (d) to increase the theoretical and practical significance of psychoanalytic organizational studies;

(e) (e) to provide mutual support among the members as they generate and disseminate their findings and ideas


ARTICLE III
Membership

3.1 Membership. Based upon qualifications specified in Section 4 of this Article, all prospective members shall be approved by the board of directors.

3.2 Application for Membership. Application for membership shall be made in writing to the corporation and acted upon in accordance with procedures established by the board of directors. Honorary memberships shall be determined under terms and conditions as specified by resolution of the board of directors.

3.3 Membership Dues. The dues required for initial membership and annually or otherwise shall be specified by written resolution of the board of directors. Such dues may be changed from time to time, except that once a member has paid his original membership fee, if any, and becomes a member, no subsequent increase in the membership fee shall warrant an assessment or require a refund as to such fee with respect to such member. Nonpayment of dues shall be a proper cause for suspension or revocation of membership hereunder. All dues shall be payable as specified by the board of directors. Annual dues shall be in the same amount for all members of the same membership class. The annual dues may vary for each membership class where there is more than one such class.

3.4 Membership Qualifications. Any person, regardless of his or her academic discipline, profession, nationality, and theoretical or ideological outlook may apply for membership if that person can demonstrate a good understanding of psychoanalytic processes and the implications of such processes in dealing with individuals, groups, organizations and society as evidenced by:

(a) (a) Personal analysis or psychodynamic psychotherapy;

(b) (b) Other forms of psychodynamically oriented experiential learning;

(c) (c) Published paper(s) in areas of interest to the society;

(d) (d) Evidence of psychoanalytically informed organizational consulting;

(e) (e) Other academic accomplishments such as a dissertation in an area of interest to the society;

(f) (f) Psychodynamic/Psychoanalytic training.

3.5 Resignation From Membership. A resignation from membership shall be presented, in writing, to the board of directors, but shall not relieve any member from any liability for dues, assessments or other obligations to the corporation which are unpaid at the time such resignation is filed, or which may arise prior to the acceptance of the resignation.

3.6 Termination or Suspension. If any member of the corporation shall commit any act prejudicial to the conduct of the affairs of the corporation for the purposes for which it is formed, or shall have changed his status so as to be ineligible for membership, such person shall be notified in writing to appear personally before the board of directors at a designated time not less than thirty (30) days after such notification and at such time, be given a hearing. By a two-thirds vote of all of the board of directors present at the meeting, the membership of such person in the corporation may be terminated or suspended. Suspension is not appropriate where the person has ceased to be a person eligible for membership. If either suspension or termination is decided upon, the terms and conditions of same shall be in writing and delivered, by registered mail, to the suspended or terminated member at his (her) last known address.

3.7 Transfer of Membership. Membership in the corporation is not transferable or assignable. There shall be no transfer or alienation of membership by inter vivos or testimentary device or otherwise.

3.8 Fines and Penalties. Monetary fines or penalties are not permitted. The penalty for misconduct is suspension or termination, as provided above.

3.9 Membership Classes. The board of directors may create classes of membership or change any class of membership in its sole discretion by a vote of two-thirds of a quorum of the board of directors at any duly called meeting and may establish any voting requirements consistent with the Kansas Corporation Code.


ARTICLE IV
Meetings of Members

4.1 Place of Meetings. All annual meetings of members and all other meetings of members shall be held at a site, within or without the State of Kansas, designated by the Board of Directors.

4.2 Meetings of Voting Members and Other Membership Matters. The annual meeting of members shall be held at a location, date and time designated by the board of directors. At such meetings, new directors and officers shall be announced based upon results of mail ballots and board of director appointments. Also at the annual meetings, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the power of the members.
Written notice of each annual meeting shall be given to each member entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such member at his address appearing on the books of the corporation or given to him by the corporation for the purpose of notice. All such notices shall be sent to each member entitled thereto not less than ten (10) days nor more than one hundred eighty (180) days before each annual meeting, and shall state such other matters, if any, as may be expressly required by statute.

4.3 Special Meetings. Special meetings of the members for any purpose or purposes whatsoever, may be called at any time by a majority of the board of directors. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of members. Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.

4.4 Adjourned Meetings and Notice Thereof. Any members' meeting, annual or special, whether or not a quorum is present may be adjourned from time to time by the vote of a majority of the membership interests present, but in the absence of a quorum, no other business may be transacted at such meeting.
When any members' meeting, either annual or special, is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the time and place thereof are announced at the meeting at which such adjournment is taken.

4.5 Voting. Unless the board of directors has fixed in advance a record date for purposes of determining entitlement to vote at the meeting, the record date shall be as of the close of business on the day next preceding the day on which the meeting shall be held. All elections of directors shall be by written ballot. Each voting member shall have one (1) vote for directors, president, president-elect, and all other matters which may properly come before the members at any annual or special meeting.

4.6 Quorum. The presence of one fifth of the voting members at any meeting shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

4.7 Consent of Absentees. The transaction of any meeting of members, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the members entitled to vote, who are not present, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.


ARTICLE V
Directors

5.1 Powers. Subject to limitations of the Articles of Incorporation, of the bylaws, and of the Kansas Corporation code as to action which shall be authorized or approved by the members, and subject to the duties of directors as prescribed by the bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the board of directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to-wit:

First - To propose amendments to or repeals of the bylaws of the corporation.

Second - To remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, or with the articles of incorporation or the bylaws, fix their compensation, and require from them security for faithful service.

Third - To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefore not inconsistent with the law, or with the Articles of Incorporation or the bylaws, as they may deem best.

Fourth - To change the principal office and registered office for the transaction of the business of the corporation from one location to another as provided in Article I hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of Kansas as provided in article I hereof; to designate any place within or without the State of Kansas for the holding of any members' meeting or meetings; to adopt, make and use a corporate seal; to adopt and prescribe the forms of membership certificates; and to alter the forms of such seal and of such certificates from time to time, as in their judgement they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law.

Fifth - To enter into contracts on behalf of the corporation, to borrow money and incur indebtedness for purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation's or other evidences of debt and securities therefore.

Sixth - To appoint and executive committee and other committees any of the powers and authority of the board in the management of the business and affairs of the corporation. Any such committee shall be composed of two or more directors.

5.2 Number and Qualifications of Directors. The board of directors shall be composed of a minimum of four (4) and a maximum of eleven (11) persons who shall also be members of this corporation. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified.

5.3 Classification, Election and Term of Directors. Prior to the first annual meeting of the corporation, the members shall elect, by mail ballot, as described in sections 2 and 3 of Article VIII, seven directors to hold staggered terms of office. These directors shall be divided into three classes such that two (2) directors shall be in the first and second class while three (3) directors shall be in the third class. The members of the first class shall hold office for a term of one year; the members of the second class shall hold office for a term of two years; the members of the third class shall hold office for a term of three years. Prior to every annual meeting, thereafter, two or three directors, depending on the number of directors whose term is ending, shall be elected, by mail ballot, by the members for a term of three years to succeed the directors whose terms have expired.
The incorporators shall determine the classification of each director elected at the first annual meeting such that two (2) directors shall be classified as directors of the first class, two (2) directors shall be classified as directors of the second class, and three (3) directors shall be classified as directors of the third class.
If, for any reason, an annual meeting is not held, or a mail ballot election of directors is not done prior to any annual meeting, the directors may be elected by mail ballot by the members as soon thereafter as conveniently possible. The results of such election shall be mailed to all the members and then announced at the next annual meeting of the corporation. All directors shall hold office until their respective successors are elected.

5.4 Removal. A director may be removed from office at any time for cause by a majority vote of the members of the corporation.

5.5 Inclusion of the President, the President-Elect and the Past President. The president and the president-elect of the corporation shall be members of the board of directors for the terms of their office and shall be elected in the manner described in Section 6 of Article VI herein. The seat of any director who was elected to the board under the terms of Section 3 of this Article and who is also elected as either president or president-elect shall be vacant until another director is qualified and elected under the terms of Section 6 of this Article.
The immediate past president remains a member of the board of directors for two (2) years after concluding his term in the office of president.

5.6 Vacancies. Vacancies on the board of directors may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director. If, at any time, by reason of death, resignation or other cause, the corporation shall have no directors in office, then any officer or any member or any executor, administrator, trustee or guardian of a member or other fiduciary entrusted with like responsibility for the person or estate of a member may call a special meeting of the members in accordance with the provision of these bylaws, or may apply to the District Court for a decree summarily ordering election as provided for by the Kansas Corporation Code. Each director so elected to fill a vacancy shall hold office until his successor is elected at an annual or a special meeting of the members.
A vacancy or vacancies on the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the members fail at any annual or special meeting at which any director or directors are elected to elect the full authorized number of directors to be voted for at the meeting, or if any director or directors elected shall refuse to serve.
The members holding at least ten percent (10%) of the total membership vote may call a meeting at any time to fill any vacancy or vacancies not filled by the directors in accordance with the above procedures. If the board of directors accepts thew resignation of a director tendered to take effect at a future time, the board of directors or the members shall have power to elect a successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

ARTICLE VI
Board of Directors Meetings

6.1 Place of Meeting. Regular and special meetings of the board of directors shall be held at any place within or without the State of Kansas which has been designated from time to time by resolution of the board or by written consent of all the directors.

6.2 Regular Meetings. Regular meetings of the board of directors shall be held at such time as the board of directors may from time to time designate in advance of such meetings.

6.3 Special Meetings. Special meetings of the board of directors for any purpose or purposes shall be called at any time by the president or, if he is absent or unable or refuses to act, by the secretary-treasurer or by any other director. Notice of such special meetings, unless waived by attendance thereat or by written consent to the holding of the meeting, shall be given by written notice mailed at least twenty (20) days before the date of such meeting or be delivered by hand, by telegram, or by facsimile at least fourteen (14) days before the date such meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon, addressed to the director at his residence or usual place of business. If notice be given by telegram, such notice shall be deemed to be delivered when the same is delivered to the telegraph company.

6.4 Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

6.5 Waiver of Notice. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call or notice, or if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such a meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

6.6 Quorum. A majority of the total number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, unless a greater number be required by law or by the Articles of Incorporation. The directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

6.7 Meetings by Telephone. Members of the board of directors of the corporation, or any committee designated by such board, may participate in a meeting of the board of directors by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

6.8 Adjournment. A majority of the directors present may adjourn any directors' meeting to meet again at a stated day and hour or until the time fixed for the regular meeting of the board.

6.9 Votes and Voting. All votes required of directors hereunder may be by voice vote or show of hands, unless a written ballot is requested, which request may be made by any one director. Each director shall have one vote. Every reference to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors.

6.10 Compensation. Members of the board of directors shall not receive compensation for their services as directors of the corporation. However, by resolution of the board, directors may be reimbursed for out-of-pocket expenses they incur on behalf of the corporation. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefore.


ARTICLE VII
Officers

7.1 Officers. The officers of the corporation shall be a President, a President-elect, a Secretary-Treasurer, and an Executive Director. The corporation may also have, at the discretion of the board of directors, one or more assistant secretaries and one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of section 6 of the Article. The offices of executive Director and Secretary-Treasurer must not be held by the same person.

7.2 President. The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the corporation. He shall preside at all meetings of the board of directors and the members. He shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. In addition, the president shall have the following duties:
a) a) propose programs and policies designed to promote the purpose of the corporation;
b) b) together with the president-elect, prepare an agenda for meetings of the board of directors and Annual Meeting
c) c) in consultation with the board of directors, appoint standing or special committees

7.3 President-Elect. In the absence or disability of the president, the president -elect shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon the president. The president-elect shall have such other powers and perform such other duties as from time to time may be prescribed for him by the board of directors or these bylaws. In addition, the president-elect shall have the following duties:
a) a) in consultation with the board of directors, appoint the chair of the Program Committee for the Annual Meetings to be held during his or her term of office;
b) b) in consultation with the secretary-treasurer, oversee the handling of the corporation's funds and the development of a budget for the corporation;
c) c) in consultation with the Editor, oversee the production of any corporation publications;
d) d) assist the president, other officers, committees and agencies of the corporation in the performance of their duties and respond in a timely fashion to their requests.

7.4 Secretary-Treasurer. The secretary-treasurer shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the board of directors may order, of all meetings of directors and members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the members present or represented at the members' meetings and the proceedings thereof. The secretary-treasurer shall keep or cause to be kept, at the principal office or at the office of the corporation's agent, a membership ledger, showing the names of the members and their addresses; and the date of suspension, termination or resignation of every membership.
The secretary-treasurer shall give, or cause to be given, notice of all the meetings of the members and of the board of directors required by these bylaws or by law to be give, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.
The secretary-treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all reasonable times be open to inspection by any director.
The secretary-treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws. He shall be bonded, if required by the board of directors.
The secretary-treasurer shall, in consultation with the president, develop an annual budget for the corporation and shall report orally and in writing on the financial status of the corporation to the board of directors at the annual Business Meeting.

7.5 Executive Director. The executive director shall be responsible for the administrative operation of the corporation including the preparations for the annual symposium. His or her duties include the following:

(a) (a) printing stationery and maintaining the corporation mailing lists;
(b) (b) preparing, printing and distributing all corporation mailings and publications;
(c) (c) in consultation with the Program Committee, develop, plan and organize the annual symposium;
(d) (d) convert papers to be presented at the annual symposium to a standard format and arrange for their reproduction and sale;
(e) (e) monitor the symposium budget;
(f) (f) attend meetings of the board of directors as a non-voting participant.

7.6 Election and Terms of the President and President-Elect. At the first annual meeting of the corporation, the President and President-Elect shall be elected by mail ballot, as described in Sections 2 and 3 of Article VIII therein, by the members of the corporation to serve two (2) year terms of office. At the end of the two year terms, the president-elect will automatically succeed the president and will then hold a two year term as president. Every two years thereafter, the members shall elect a president-elect to hold a two year term of office and to automatically succeed the president at the end of their respective terms.

7.7 Appointment of Secretary-Treasurer. The secretary-treasurer shall be a member of the corporation and shall be appointed by a majority vote of a quorum of the board of directors, and shall hold this office until he or she resigns, is removed, is otherwise disqualified to serve, or his successor is appointed and qualified.


7.8 Appointment of Executive Director. The executive director of the corporation shall be appointed by a majority vote of a quorum of the board of directors, and shall hold his or her office until he resigns, is removed, is otherwise disqualified to serve, or his successor is appointed and qualified.

7.9 Subordinate Officers, Etc. The board of directors may appoint, by a majority vote of a quorum, such other officers as the business of the corporation may require, each of whom shall have authority and perform such duties as are provided in these bylaws or as the board of directors may from time to time specify, and shall hold office until he resigns, is removed, is otherwise disqualified to serve, or his successor is elected and qualified.

7.10 Compensation of Officers. Officers and other employees of the corporation shall receive such salaries or other compensation as shall be determined by resolution of the board of directors, adopted in advance or after the rendering of the services, or by employment contracts entered into by the board of directors. The power to establish salaries of officers, other than the president, president-elect or secretary-treasurer, may be delegated to the president or a committee.

7.11 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the same manner prescribed for directors in Section 6 of Article 5 herein.

7.12 Removal and Resignation. Any elected officer may be removed, either with or without cause, by a two-thirds majority of the entire of the board of directors at the time in office, at any regular or special meeting of the board. Any appointed officer may be removed by a majority vote of the board of directors. Any officer may resign at any time upon written notice to the corporation.


ARTICLE VIII
Nominations and Mail Ballot Procedures

8.1 Nomination of Directors and Officers. Any member of the corporation may be nominated as a candidate for elected office by resolution of the board of directors or by petition by no less than five (5) percent of the membership of the corporation.

8.2 Election of the Directors, President and President-Elect. A mail ballot shall be used by the members to elect the directors, the president and the president-elect of the corporation. The candidate who receives a plurality of the votes cast for each position shall be declared elected. The results of the mail ballot elections shall be announced at the annual meeting (or special meeting).

8.3 Mail Ballot Procedures. A mail ballot shall be sent to members of the corporation not less than sixty (60) days prior to the annual meeting (or not less than thirty (30) days prior to a special meeting). The mail ballot shall include, in alphabetical order, the names of the candidates for each elective office. The mail ballot shall also include biographical statements of not more than 100 words for each candidate describing his or her qualifications.

In the case of the offices of president and president-elect, the mail ballots shall also clearly state the following:
a) a) the president and president-elect will also serve as directors during their terms of office;
b) b) the president-elect shall automatically succeed the newly acting president at the end of the president's term of office; and,
c) c) following his (her) term of office, the president shall serve two additional years as a director.


ARTICLE IX
Books and Records

9.1 Inspection of Corporate Records by Members. The membership ledger, the books of account, and minutes of proceedings of the members, the board of directors and of executive committees of directors shall be open to inspection upon written demand of any member within five (5) days of such demand during ordinary business hours if for a purpose reasonably related to his interests as a member. The list of members entitled to vote shall be prepared at least ten (10) days before every meeting of members by the officer in charge of the membership list, which shall be the secretary-treasurer, and shall be open to inspection by any member, for any purpose germane to the meeting, during ordinary business hours for at least ten (10) days prior to such meeting. Such inspection may be made in person or by an agent or attorney authorized in writing by a member, and shall include the right to make abstracts. Demand of inspection other than at a members' meeting shall be made in writing upon the president or secretary-treasurer of the corporation.

9.2 Inspection of Books and Records by Directors. Any director shall have the right to examine the corporation's membership ledger, a list of its members entitled to vote and its other books and records for a purpose reasonably related to such director's position as a director. When there is any doubt concerning the inspection rights of director, the parties may petition the District Court, which may, in its discretion, determine whether an inspection may be made and whether any limitations or conditions shall be imposed upon same.

9.3 Inspection of Bylaws. The corporation shall keep in its principal office for the transaction of business the original or a copy of these bylaws as amended or otherwise altered to date, certified by the secretary-treasurer, which shall be open to inspection by the members at all reasonable times during ordinary business hours.


ARTICLE X
Indemnification

10.1 Indemnification of Directors and Officers. (a) The corporation shall, as provided in paragraphs c) and d), indemnify any person who is or was a party or is threatened to be made a party to any threatened, impending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation , and with respect to any criminal action or proceeding, had no reasonable cause to believe his 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 reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his 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 reasonably to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

(b) The corporation shall, as provided in paragraphs (c) and (d), 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 corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no such 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 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper.

(c) To the extent that a director, officer, employee or agent of the corporation shall be successful on the merits or otherwise on defense, of any action, suit or proceeding referred to in paragraphs (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection with such.

(d) Any indemnification under paragraphs (a) and (b) (unless pursuant to paragraph (c) or 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, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduce set forth in paragraphs (a) and (b). such determination shall be made:

(1) (1) 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

(2) (2) if such a quorum is obtainable, or even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

(3) (3) by majority vote of a quorum of the members.

(f) (f) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the manner provided in paragraph (d) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is not entitles to be indemnified by the corporation as authorized in the section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors may deem appropriate.

(g) (g) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of members or disinterested directors or otherwise, both to action in his 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.

10.2 Indemnity Insurance. The corporation shall have the power to purchase and maintain insurance to indemnify any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against, and incurred by him (her), in any such capacity, or rising out of his status as such.


ARTICLE XI
Miscellaneous

11.1 Use of Roberts Rules of Order. The most current revision of Roberts Rules of Order shall be used for the conduct of all members' and directors' meetings.

11.2 Checks, Drafts, Etc. All checks, drafts or others orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

11.3 Annual Report. The president and secretary-treasurer shall present an annual report at the annual meeting. Otherwise, no annual report to members shall be required. However, the board of directors may direct that reports be sent to the members in such form and at such times as may be deemed appropriate.

11.4 Contracts, Deeds, Etc., How Executed. The board of directors, except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount; provided, however, that any contracts, agreements, deeds or other instruments conveying lands or any interest therein, and any other documents shall be executed on behalf of the corporation by the president (or by the president-elect or vice president, if there be one, serving in the absence of the president), or by any other specific officer or agent or attorney so authorized under letter of attorney or other written power which was executed on behalf of the corporation by the president (or president-elect or vice-president, if there is one, serving in the absence of the president).

11.5 Fiscal Year. The board of directors shall have the power to fix and from time to time change the fiscal year of the corporation. In the absence of action by the board of directors, however, the fiscal year of the corporation shall end each year on the date which the corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the board of directors.



ARTICLE XII
Dissolution

12.1 Dissolution. Upon the dissolution of this corporation, the governing body shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as hall at the time qualify as an exempt organization or organizations under § 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United states Internal Revenue law), as the governing board shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporations then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.


ARTICLE XIII
Amendments

13.1 Proposal of Amendments. Amendments or repeals of the bylaws may be proposed by the board of directors at any regular or special meeting thereof or by petition of 5% of the membership; provided, however, that such proposal would not change the time and place fixed by the bylaws for the annual election within sixty (60) days next preceding the date on which such elections are to be held.

13.2 Ratification of Proposed Amendments. Proposed amendments or repeals shall be submitted to all members in a mail ballot not less than two months before the annual meeting of the corporation. The mail ballot shall provide a short background statement stating the rationale for the amendment or repeal. Amendments or repeals of the bylaws shall be declared ratified when approved by two-thirds of those voting if the total number of those voting is less than one-third of the members of the corporation.