ARTICLE OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
                That we, the undersigned, for the purpose of forming, in connection with others, a corporation under the laws of Missouri, relating to the benevolent, religious, scientific, educational and miscellaneous associations under Article Ten, Chapter 32, of the Revised Statutes of Missouri, 1920, and amendments thereto, have entered into the following agreement:

FIRST:    The name of the corporation shall be THE NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY.

SECOND:  Its location shall be in Kansas City, Jackson County, Missouri.

THIRD:  Its duration shall be perpetual.

FOURTH:  A.  This corporation is a not-for-profit corporation and is organized and shall be operated exclusively for such charitable and educational purposes as will qualify it as an exempt organization under Internal Revenue Code 501 (C) (3) (or corresponding provision of any future United States Internal Revenue Law), and more particularly:
                                (1)   to acquire, possess, preserve and maintain archives of historical interest, relating to the development of Kansas City and the surrounding territory, or to those who have resided therein and contributed to such development;
                                (2)   to assist in maintaining, in the interest of the general welfare of the Kansas City Metropolitan area, both Missouri and Kansas, an unselfish interest among all citizens in its municipal problems; and
                                (3)   to make distribution to organizations that qualify as tax exempt organizations under the Code.
                    B.   This corporation shall have and exercise all rights and powers conferred on corporations under the laws of the State of Missouri, provided, however, that this corporation is not empowered to engage in any activity which in itself is not in furtherance of its purposes as set forth in subparagraph A of this Article IV.
                    C.   It is expressly provided that the corporation shall not have the following powers and is prohibited from exercising same:
                                (1)   to engage in any activity not permitted to be transacted by a corporation formed under the laws of the State of Missouri respecting not-for-profit corporations;
                                (2)   to do anything or perform any act which would cause it to be disqualified as a corporation organized exclusively for religious, charitable, scientific, or educational purposes under the provisions of 501 (C)(3) of Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law);
                                (3)   to devote a substantial part of its activities to attempting to influence legislation by propaganda or otherwise, or directly or indirectly participate in, or intervene in (including publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office, or to have objections and engage in activities which characterize it as a political organization now defined by United States Treasury Regulations 51.501 (E)(3)-1(C)(3); and any part of the earning or profits of the corporation to the benefit of any private individual.

FIFTH:  The corporation shall have the power and right:  To take by purchase, gift, devise, bequest or otherwise, to take and receive under trust or in trust, and to hold, own, use and control in its corporate name, all trusts created as aforesaid; to contract and be contracted with; to buy, sell, convey, mortgage, hypothecate, lease, let and otherwise acquire or dispose of property, real, personal or mixed; to borrow money and issue notes, bonds or other obligations and evidences of indebtedness, and to secure the payment of any of the same; to sue and be sued in any legal proceedings; and to have and possess all other general powers conferred upon similar corporations by law, without limitation by reason of the specification of powers herein.

                               

SIXTH:  The original membership of the corporation shall consist of those persons who now constitute the membership of the voluntary association or society, known as THE NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY.  Other members may be admitted as provided in the Bylaws, in force from time to time:  provided that to be eligible for membership in the corporation, the application must be a Native Son, born at least twenty-one years prior to the date of his application for membership, and while his parents were domiciled within the metropolitan limits of Kansas City, consisting only of the counties of Jackson, Clay, Platte, Cass, Ray and Lafayette in Missouri and the counties of Wyandotte, Johnson, Leavenworth and Miami in Kansas.  Members shall have such privileges and be grouped in such classes as may therein be provided, and the membership, both of the original members and of the members hereafter admitted, shall be subject to termination as may be provided in such Bylaws.

SEVENTH:  The corporation shall be managed and conducted by a Board of Directors, consisting of such number of persons, and elected in such manner, as may be provided by the Bylaws, in force and effect at the time of election of directors.

The following named persons, who shall hold office until new directors are elected, pursuant to the Bylaws shall constitute the first Board of Directors, to-wit: Herman T. Tabor, Dr. Abram Miller, Flournoy Quest, Eugene H. Blake, Cecil E. Lovejoy, James Anderson, Samuel A. Dew, Edward B. Garnett, Spencer F. Harris, W. R. Hornbuckle, Morton T. Jones, Alfred M. Seddon, Kenneth W. Tapp, Howard R. Winter, Francis A. Wright.

EIGHTH:  The following names persons, who shall continue in office until new officers of the Association are elected, pursuant to the Bylaws, shall constitute the first officers of the corporation, with the usual powers and duties usually conferred upon them by the Bylaws, to-wit:

                President                            Herman L. Taber
                Vice President                     Dr. Abram Miller
                                                          Flournoy Quest
                Secretary                             Eugene H. Blake
                Treasurer                             Cecil E. Lovejoy
                Historian                              James Anderson

NINTH:  The corporation reserves the rights to amend, alter, or repeal any provisions contained in its Articles of Agreement by affirmative vote of two-thirds of the members present at any meeting of the members, notice that an amendment to the Articles is to be considered having been given in the call of the meeting.  Such amendment shall become effective in the manner prescribed by the statutes of Missouri and all rights and powers conferred herein are granted subject to this reservation.  The corporation further reserves the right to accept and avail itself of, or subject itself to, all provisions of any statutes of Missouri hereafter adopted pertaining to not-for-profit corporations, and to exercise all of the rights, powers and privileges conferred, and to assume all of the obligations and duties imposed by any of such statutes.

BYLAWS
(Adopted at Membership Meeting of January 4, 1938)(As revised up to December 31, 1997)


BYLAWS OF THE BOARD OF DIRECTORS OF THE
NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY

ARTICLE I
Purposes and Powers

 

The Native Sons and Daughters of Greater Kansas City, a Missouri nonprofit corporation
(Corporation) is organized and will be operated exclusively for any purposes set forth specifically in its Articles of Incorporation (Articles), as may from time to time be amended and those more specifically mentioned as follows:

  • To promote closer association, better acquaintance and greater fraternalism among the members of the Corporation;
  • To arouse a more widespread public interest in the civic spirit and achievement of those who founded Kansas City, Missouri, and were responsible for its early development;
  • To assist in maintaining, in the interest of the general welfare of the Kansas City Metropolitan area, an unselfish interest among all citizens in its municipal problems, and
  • To acquire, possess, preserve and maintain archives of historical interest, relating to the development of Kansas City and the surrounding territory or to those who have resided therein and contributed to such development.

ARTICLE II
Members

 

Section 1.       To be eligible for membership in the corporation, the applicant must be a Native Son or Daughter, as defined below, born at least twenty-one years prior to the date of his or his application for membership.

Section 2.       Native Son or Daughter means a person, who was born in Metropolitan Kansas City, or who was born outside Metropolitan Kansas City, whose parents at the time of their birth, were domiciled in Metropolitan Kansas City.  For this purpose, Metropolitan Kansas City includes the counties of  Jackson, Clay, Platte, Lafayette, Cass and Ray in Missouri and the counties of Wyandotte, Johnson, Leavenworth, and Miami in Kansas.

Section 3.       Each applicant for membership in the corporation shall make application in writing to the corporation.  Such application must be first approved unanimously by the committee on membership of the corporation, and upon favorable action by said committee, submitted for final approval to the Board of Directors of the corporation.  No vote of the membership at large shall be required to admit a new member.  Each application must be accompanied by a remittance by the applicant of an initiation fee as set by the directors and approved by the membership.  Each new member upon installation shall receive, at no additional cost to him or her, a certificate of membership, and, also, a receipt for his or her dues paid for the year.  If a member is initiated October first or thereafter his or her receipt for dues shall cover the following year in full.

Section 4.       Associate members shall be those persons desirous of joining Native Sons and Daughters because of their beliefs in and support of the goals of the organization, but who are not otherwise eligible for membership because they are not Native as defined by Section 2 above.  Associate members shall have all the privileges, and be subject to the same responsibilities, as regular members.  Associate members shall be eligible for all appointive offices and committee office.

 

 

 

ARTICLE III
Membership Dues

 

Section 1.       The annual membership dues shall be due and payable on the first day of January of each calendar year.  Members whose annual dues are not paid by April 1 shall be dropped from the membership of the corporation.  Any such dropped member may be reinstated:
                        *If the reinstatement is in the same calendar year in which he or she was dropped, then upon payment of the dues, which he or she should have paid before April 1 of that year;
                        *If reinstatement after the calendar year in which he or she was dropped, then the dues required for reinstatement shall be the dues, which were owed at the time he or she stopped plus the dues for the calendar year of reinstatement;

Section 2.       There shall be a Junior Membership for persons under 34 years of age.  They are required to pay a $25 initiation fee and their first years dues are waived.

Section 3.       Each member of the corporation shall pay dues as determined by the Directors and approved by the membership.

ARTICLE IV
Board of Directors

The policies and activities of the Corporation shall be managed, directed, and controlled by a Board of Directors (Board) of eighteen (18) elected Directors. The Directors shall be elected by the membership for three (3) year terms with one-third (1/3) of the director terms expiring at each annual meeting.  Directors are limited to three full terms. After being off the Board of Directors for one year a person may be re-elected to the Board. If a Director is appointed to a partial term the partial term shall not count toward the term limit. The Directors shall be expected to attend not less than four (4) meetings a year for the health and prestige of the organization.  If a board member fails to attend four (4) meetings a year it may result in his/her position on the Board (and as an officer, if applicable) being vacated, and the vacant Directorship may thereafter be appointed by the Board.

At the 2008 election, eighteen (18) members shall be elected to the Board for a one-year term of office.  Thereafter, in 2009, all eighteen (18) members shall be elected to staggered terms, as follows:  six (6) members shall be elected to a one-year term; six (6) members elected to a 2-year term and six (6) members elected to a three-year term of office.  Thereafter, elections shall be held so that eventually all members shall be elected to 3-year terms of office.

The Board of Directors at its discretion may appoint up to three additional Directors over and above the 18 member elected Directors mentioned above subject to the following:

Section 1. The Board of Directors may by a 2/3 (two thirds) majority vote of the Directors present at a duly called meeting elect, at anytime 1,2 or 3 person(s) whom the Board feels are of special promise or whose talents, knowledge, or skills will benefit the Corporation.

Section 2. At no time shall the total number of Board appointed Directors exceed 3 (three).

Section 3. If appointed; for 1 year the appointed Director shall serve until the end of the current calendar year, for 2 years the appointed Director shall serve for the remainder of the of the current calendar year and until the end of the following calendar year, for 3 years the appointed Director shall serve for the remainder of the of the current calendar year and until the end of the following two calendar years.

Section 4. All such appointed Directors shall during their term have the same status, responsibilities and privileges accorded those Directors elected by the membership.

Within a reasonable time following the election of Board Members, the existing Board shall elect all officers from its own ranks after consideration of the recommendation of the Nominating Committee.

 

ARTICLE V
Annual Meeting

                The annual meeting of the corporation shall be held during the month of October of each year at a place and time to be designated by the President of the Board by at least two weeks written notice mailed to the members of the corporation, at which meeting the principal order of business shall be the election of officers and directors of the corporation for the next ensuing calendar year.  The officers and directors elected at said annual meeting of the corporation shall take charge of the affairs of the corporation on the first day of January following their election.

 

ARTICLE VI
Officers and Directors

Section 1.       The officers of the Board shall be President, First Vice President, Second Vice President, Secretary, Treasurer and Historian, each of whom shall hold office for one year, or until a successor has assumed office; and none of said officers shall be eligible to succeed themselves in the same office except the Secretary, Treasurer, and the Historian, each of whom may be elected respectively to succeed themselves in office.  The corporation shall furnish a fiduciary bond, at the expense of the corporation for the Treasurer and Executive Secretary in such amount as shall be approved by the Board of Directors.

Section 2.       The President shall preside at all meetings of the Board of Directors, Executive Committee, and the annual meeting.  He or she shall appoint chairs of all committees including standing committees (Corporate Service Committees), Community Service Committees and any ad hoc committees deemed necessary.

Section 3.       In the absence or inability of the President to preside over meetings in Section 2 of this Article, the First Vice President shall assume such duties of the office and such other duties customary to that office and as may be delegated by the President of the Board.  Additionally, the First Vice President, as ex officio member, shall supervise and coordinate action of all committees (including committee reports), except that of the Executive Committee, and cause notices to be distributed 10 business days preceding such committee meetings.

Section 4.       In the absence or inability of the President and First Vice President to perform duties as set out in this Article, the Second Vice President shall perform the duties of that office.  In addition, the Second Vice President shall serve as Chair of the “Outstanding Kansas Citian” committee.

Section 5.       The Secretary shall cause to be kept suitable records of all Board proceedings.  The Secretary will attend to such correspondence as may be incidental to the office, and still perform other duties and discharge all other responsibilities which customarily relate and pertain to the office of Secretary.

Section 6.       The Treasurer shall cause to be kept accurate and complete books and records of all receipts, disbursements, assets, liabilities, and financial transaction of the corporation.

  • The Treasurer shall serve as Chair of the Finance Committee:

 

  • The Treasurer shall countersign all checks drawn on Native Sons and Daughters accounts at any financial institution with which it does business, and keep a current log of all such transactions by date, check number, payee and amount for subsequent reports to and for the Board:
  • The Treasurer shall see that all monies are deposited in such depositories by deposit receipt as the Board shall select from time to time by majority vote:

 

  • The Treasurer shall ensure there will be rendered to the members an accounting of transactions regarding the financial condition of the organization and provide quarterly budget reports accordingly;
  • The Treasurer shall be especially mindful of the board’s “Conflict of Interest Policies” adopted, ensuring the enforcement of same and reporting such conflicts to the Board as they occur, if any;

 

  • The Treasurer shall require that any financial institution with which the corporation does business provide, not less often than monthly, to the Treasurer and Executive Director, and such officers as the President shall direct, complete financial statements reflecting accurately the status of all corporation accounts;
  • The Treasurer shall not do any corporation financial business with any corporation officers or members without prior approval of the Board.

 

Section 7.       The Historian shall collect and preserve in some suitable place and manner the historic records and documents of the corporation, including articles, pictures and data of general historical interest to Kansas City, Missouri and vicinity.  The Historian shall serve as a member of the Archives Committee (a Community Service committee).

 

ARTICLE VII
Mode and Method of Election

Section 1.       The President, at least three weeks prior to each annual election, shall appoint a committee of five members of the corporation, three of whom shall not be directors, to be known as the Nominating Committee, whose duty it shall be to nominate and to mail to the members of the corporation at least two weeks prior to said annual election, a list of candidates for officers and director of the corporation (only one person to be nominated in each of said offices) for the next ensuring calendar year, but any other five members of the corporation in good standing may nominate a candidate or candidates for said officers, or for any of said offices, and mail the same over their signatures to the members of the corporation, at least one week prior to the annual election of the corporation, and all the candidates thus nominated for the position as officers and  directors, and no others, shall be voted on by the members at the annual meeting of the corporation.

Section 2.       In case of vacancy in any office of the corporation or in case of a vacancy on the Board of Directors, from any cause, the Board of Directors may elect from the members of the corporation a person to fill the unexpired term of such officer or director of the corporation.  All officers and directors shall serve without compensation.

 

ARTICLE VIII
Meetings and Order of Business of the Board of Directors

Section 1.       The President shall call meetings of the Board of Directors, or whenever requested by a majority of the Board, provided, however, that at least one meeting of the Board shall be held during each quarter of each calendar year.

Section 2.       Seven members of the Board shall constitute a quorum for the transaction of business.

Section 3.       At each meeting of the Board, and at each annual meeting, the following general order of business shall be observed, if specifically requested by any member of the Board present; otherwise, the order of business shall be as directed by the presiding officer of the meeting:

                        1.     Meeting called to order by presiding officer and record of attendance made
                        2.     Reading of minutes of previous meeting of the corporation, or Board of Directors
                        3.     Communications
                        4.     Report of the Treasurer
                        5.     Report of the Secretary
                        6.     Report of membership committee and Board of Directors on applications, and approvals of, for membership
                        7.     Special order of business
                        8.     Unfinished business
                        9.     Reports of committees
                        10.   General or new business
                        11.   Entertainment program
                        12.   Adjournment

 

ARTICLE IX
Committees

                The President shall appoint the following as standing committees of the corporation:

                        1)     an Advisory Committee Board; and those established by the Board of Directors upon 2/3 majority vote and
                        2)     a Bylaws Committee;
                        3)     a Communications/Publicity Committee;
                        4)     an Executive Committee;
                        5)     a Finance Committee;
                        6)     a Legal Affairs Committee;
                        7)     a Long Range Planning Committee;
                        8)     a Membership/Social Committee;
                        9)     a Memorial Committee;
                        10)   an Outstanding Kansas Citian Committee; and
                        11)   a Program Committee
                        12)   a Audit Committee
                        13)   an ex-officio member
                        14)   an Archives Committee

Section 1.       The Advisory Board shall consist of members of the corporation who have served as president thereof shall constitute an, and whose experience and counsel shall be available to the officers and directors as may be desired.  Said committee shall hold at least one meeting in November of each year, to be called by the outgoing President, who shall serve as President chairman for the following year.  He or she shall invite the newly elected President to attend such meeting.

Section 2.       The Bylaws Committee shall review the bylaws and charter periodically and make recommendations to the Board for revisions as necessary.

Section 3.       The Communications/Publicity Committee shall be responsible for making timely reports to the community and the membership of any matters of public concern.

Section 4.       The Executive Committee shall consist of the president, first vice president, second vice president, secretary, treasurer, immediate past president of the corporation, and historian.  The chairs of the corporate service and community service committees shall be invited to attend the meetings but shall not be voting members of such committee.  The Committee shall convene between Board meetings to make decisions that cannot be delayed until the next Board meeting.  The Executive Committee shall also meet periodically as deemed necessary by the President or at the written request of at least two of the Committee members.  At each meeting of the Board of Directors, the proceedings and actions by the Executive Committee since the last meeting of the Board shall be reported to the Board.  The duties of the Executive Committee shall include serving as liaison between the board of directors and the corporation trustee managing the corporation’s trust funds.  The executive committee shall appoint an Executive Secretary who shall be known as the Executive Director as it’s Administrative officer as well as Administrative officer of the Board.

Section 5.       The Finance Committee shall consist of at least three members of the Board to monitor all financial records of the Board and the Trust Account and make timely reports to the Board accordingly.

Section 6.       The Legal Affairs Committee shall monitor the legal affairs of the corporation and make recommendations to the Board to maintain the corporation in good legal standing.

Section 7.       The Long Range Planning Committee shall strategically plan the corporation’s future.

Section 8.       The Committee on Membership/Social Committee shall consist of no less than three members of the corporation, who shall examine and pass upon each application for membership in the corporation, and if committee unanimously approves such application, shall submit the application to the members of the corporation for approval.  The committee shall also plan social events.

Section 9.       The Memorial Committee shall consist of three members of the corporation.  Upon the death of any member of the corporation, and as shortly thereafter as it is practicable, the committee shall prepare, in writing, a memorial in respect to such deceased member of the corporation, which memorial shall be filed and recorded by the Secretary of the corporation in the permanent records of the corporation.  The committee or the Secretary of the corporation shall mail written copies of such memorial to the widow of such deceased member of the corporation, or to the next immediate members of the deceased’s family.

Section 10.     The Outstanding Kansas Citian Committee shall plan the annual awards ceremony honoring persons who have made extraordinary contributions to the welfare and progress of the Kansas City community.

Section 11.     The Program Committee shall consist of no less than three members of the corporation, and with the cooperation of the President and Secretary, shall arrange and provide a program for each meeting of the corporation.

Section 12.     The President may appoint an Audit Committee composed of no fewer than five directors and such non-directors as shall be determined by the President.  At least one member of the committee shall be a financial expert.  “Financial expert” shall mean a person who has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller or principal officer of a company, or from a position involving the performance of similar functions:  (a) an understanding of generally accepted accounting principles and financial statements, (b) experience with internal accounting controls, and (c) an understanding of Audit Committee functions.  The committee shall have the following responsibilities.

  • assist the board in fulfilling its responsibilities for general oversight of the integrity of the corporation’s financial statements;
  • oversee the performance of the auditors’ qualifications and independence; and
  • advise the board regarding the selection of discharge of, and approve compensation for the independent auditor.

 

Section 13.     The President and Secretary of the corporation shall be ex-officio members of all committees.

Section 14.   The Archives Committee Chairperson with the assistance of the Board Secretary shall be responsible for assembling all records of the Corporation; including minutes, newsletters, photos, and other significant documents on an annual basis.  Each committee chairperson is encouraged to submit an annual committee report.  These artifacts shall be deposited at the end of each calendar year into the archives so designated by the Corporation.  

 

ARTICLE X
Duties of the Executive Secretary

 

Section 1.       The Executive Secretary shall function in three main areas: 

                        A.    cause to record and preserve committee, work group and individual efforts that involve the business, heritage and history of the organization.

                        B.    act as an organizational participant for our sponsored events and membership meetings whose nature requires and is facilitated by the action and presence of that individual.

                        C.    act and function under the direction of the president and in her/his absence, the first vice president, to provide secretarial duties generally attributed to that position.

Section 2.       The Executive Secretary is charged by its members with maintaining the organization’s comprehensive programs.  He or she shall carry out the directions of the president and the Executive Committee in accordance with Board Policy.

Section 3.       The Executive Secretary shall be immediately responsive to the president and members of the Executive Committee in administering the day-to-day operations and shall attend all Board and Executive Committee meetings, but shall have no vote.

Section 4.       The Executive Secretary may recommend such policies, programs and procedures as appear reasonable to further benefit the organization to the Executive Committee for consideration by the Board.

Section 5.       The Executive Secretary shall keep all organizational records current, including those submitted by committee chairs, written or oral, and filed for Executive, Audit or Archives Committee review.

Section 6.       The Executive Secretary shall prepare or cause to be prepared such reports of whatever kind and nature as are required by the Board and shall prepare an agenda for all meetings of the Board and the Executive Committee, together with explanatory notes, if any are required. 

Section 7.       The Executive Secretary shall be compensated contractually as agreed to be self and the Executive Committee with Board approval, and paid monthly or twice monthly as agreed to be the parties to the agreement.  Tax withholdings shall be calculated and paid to the U.S. Treasury through the IRS and State, quarterly, or more often if required.  Any amendments to such agreed upon compensation shall be as determined initially by the Executive Committee, followed by the Board if recommended by the Executive Committee.

 

ARTICLE XI
Annual Reports of Secretary and Treasurer

                        At the end of each calendar year, a statement shall be made in writing and filed with the corporation, by the Secretary and Treasurer, showing all moneys received by the corporation, and how expended, which statement shall be on file and open to inspection of all members of the corporation and shall be submitted for approval to the membership of the corporation at the first meeting of the corporation thereafter.

 

 

 

ARTICLE XII
Meetings of the Corporation

 

Section 1.       Regular meetings of the members of the corporation shall be held at least four times during each calendar year, on the call of the President or the corporation, or upon call of a Vice-President of the corporation, or of the Board of Directors, the call of each meeting to be mailed to the members of the corporation at least five days prior to the date of the meeting, which call state the place and time of the meeting.

Section 2.       Twenty-five members of the corporation in attendance at any regular or called meeting of the corporation shall constitute a quorum for the transaction of business.

 

 

ARTICLE XIII
Indemnification

 

Section 1.       The Corporation shall indemnify, defend and held harmless any person who was or is a party, or is threatened to be made  party, to any threatened, pending or completed action, suit, or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he or she is or was a director of the corporation.  The corporation shall indemnify such person against all expenses, liability and loss, including attorneys’ fees judgments, fines and amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the fullest extent authorized by Missouri law, as the same exists or may hereafter be amended.

Section 2.       The right to indemnification conferred by this Article shall be a contractual right.  Such right shall include the right to be paid by the corporation expenses incurred in defending a civil or criminal action, suit or proceeding prior to its final disposition the board shall authorize such advance payment upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.

Section 3.       The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any provision of law or these bylaws.  Indemnification shall continue as to a person who has ceased to be director or officer, and his or her heirs, personal representatives or assigns shall succeed to his or her rights under this Article.

Section 4.       The Corporation shall purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

Section 5.       Directors and officers shall not receive any compensation for any services rendered in their official capacity; however, nothing herein contained shall be construed to preclude a director or officer from receiving reimbursement from the corporation for expenses incurred in serving the corporation or on its behalf, or from receiving compensation for services actually rendered the corporation in any other capacity.

 

 

ARTICLE XIV
Conflicts of Interest

 

Section 1.       A conflict of interest transaction is a transaction with the corporation in which a director has material interest.  A material interest will be presumed in any transaction from which a director would receive a fee commission or bonus, whether directly or indirectly.  Conflicts of interest include those directly involving the director or indirectly through a spouse, child or other close family relationship.  The potential conflict could also be created by a direct or indirect interest in an issue before the Board for action such as a vote on an issue affecting a competitor’s business.

Section 2.       Any duality of interest or possible conflict of interest on the part of any director shall be disclosed to the other directors and made a matter of record through an annual procedure and also when the interest affects or potentially affects board action.

Section 3.       Any director having a duality of interest or possible direct or indirect conflict of interest or any matter shall not vote or use his or her personal influence on the matter, and he or she shall not be counted in determining the quorum for the meeting at which such vote occurs, even when permitted by law.  The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the quorum.

Section 4.       All new directors will be advised of this policy.

 

XV
Amendments to Bylaws

 

                The bylaws of the corporation may be amended by two-thirds affirmative vote of the members of the corporation present at any meeting of the corporation, provided that either (1.) said amendment has been duly adopted by the Board of Directors and recommended to the membership for approval; or (2.) notice of the proposed a amendment containing the substance thereof in writing subscribed by three members of the corporation, shall be given and publicly read at the next meeting of the corporation prior to the taking of a vote thereon.