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Bylaws & Policies


Bylaws of

Northwest Scholastic Press

Nonprofit 503(c)(3) and Public Charity 509(a)(2)

IRS Tax ID #93-1168163

Article I.        GENERAL

Section 1.01 The name of this corporation is Northwest Scholastic Press, aka NWSP, which has been organized as a public benefit corporation under the Oregon Nonprofit Corporation Act.

Section 1.02 The Corporation is established to promote and enhance secondary school journalism by supporting, encouraging and providing services to high school publications staffs and their advisers:

Section 1.03 By providing specific opportunities for students and educators to learn about journalism and to improve journalistic skills and abilities;

Section 1.04 by designing and conducting programs and activities which promote and develop scholastic journalism in public and private schools in Oregon and elsewhere as requested in the pacific Northwest; and

Section 1.05 By serving as a conduit for information about scholastic press issues and organizations.

Article II.     CORPORATE OFFICES

Section 2.01 The registered office of the Corporation shall be located at: 9320 SW Barbur Blvd., Suite 340, Portland, Oregon 97219

Section 2.02 The corporation may also have offices at other places, either within or without the State of Oregon, as the Board of Directors may from time to time determine or as the business of the corporation may require.

Article III.   MEMBERS

Section 3.01 Eligibility: Members of the Corporation shall be high school and middle school publications advisers, journalism teachers, former advisers and others interested in scholastic journalism.

Section 3.02 Dues: Minimum annual dues and their payment shall be set by the Board of Directors and shall be payable by each member on Fall Press Day of each year. Each new member shall pay the full annual dues for the current year at the time of entry into membership.

Section 3.03 Termination of Membership: Membership may be terminated voluntarily or involuntarily as follows:

(1)  A member may voluntarily terminate membership by a writing addressed to and delivered to the Board of Directors. Such termination shall become effective upon receipt by the Board.

(2)  A membership may be involuntarily terminated by the Board of Directors upon the following circumstances:

(a) If a member fails to pay dues for a period of three months after they are due;

(b) If the Board of Directors, by a three-fourths vote, determines that the member’s continued membership in the association is adverse to the interests of the Corporation or that the conditions of eligibility for membership no longer exist.

(3)  No member may be expelled or suspended, and no membership in the Corporation may be terminated or suspended unless the member is given:

(a) Not less than 15 (fifteen) days’ prior written notice of the expulsion, suspension or termination and the reasons therefor; and

(b) An opportunity for the member to be heard, orally or in writing, not less than 5 (five) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place.

(4)  Neither voluntary nor involuntary termination of membership shall relieve a member of liability for the payment and all dues or assessments which are accrued and unpaid at the time of such termination of membership. Upon termination, the terminated member shall remit all unpaid dues and assessments due to the termination date. A terminated member shall have no right, title or interest of any kind in or to the properties or assets of the Corporation.

Section 3.04  Annual Meeting of Members

(1)  Annual meeting of the members shall be held on Fall Press Day of every year at Oregon State University or at such other time or place as may be determined by the Board of Directors.

(2)  At the annual meeting:

(a) The President, and any other officer the Board of Directors or the President may designate, shall report on the activities and financial condition of the Corporation; and

(b) The members shall consider and act upon such other matters as may be raised consistent with the notice of the meeting.

(3)  Special meetings of the members may be held at any time on the request of the President, the Executive committee or the Board of Directors, or upon demand in writing by members of record holding not less than 5% (five percent) of the votes entitled to be cast at such meeting.

Section 3.05  Notice of Meetings of Members: The Corporation shall give notice of meetings of members to members entitled to vote at the meeting and to any other person entitled to notice. The notice shall include the place, date and time of the annual, regular or special meeting of the members and shall be given by the Corporation no fewer than 7 (seven) days, or if notice is mailed by other than first class or registered mail, no fewer than 30 (thirty) nor more than 60 (sixty) days before the meeting.

Section 3.06  Quorum for Meetings of Members: Those votes present at any annual meeting or special meeting of members constitute a quorum at the meeting. The affirmative vote of a majority of the votes represented and voting is the act of the members.

Section 3.07  Voting by Members: Each member shall have one vote on each matter coming before the membership. Voting shall not be cumulative. Any member may vote in person or by proxy executed in writing by the member. No proxy shall be valid after 11 (eleven) months from the date of its execution unless otherwise provided in the proxy.

Section 3.08 No Assignment of Transfer: Membership in the Corporation shall not be assigned by a member to any other person, nor shall the assigns thereof be entitled to membership in the Corporation, nor shall a purchaser at an execution sale, or any other person who may succeed, by operation of law or otherwise, to the property interests of a member, be entitled to membership, or become a member of the Corporation by virtue of such transfer. The Board of Directors may, however, by action taken and made of record, consent to such assignment or transfer and to the acceptance of the assignee or transferee as a member of the Corporation and may likewise fix and establish the terms and conditions upon which any such transfer or assignment may be allowed.

Article IV.    DIRECTORS

Section 4.01 Powers: The business affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all other lawful acts which are not prohibited or directed or required to be performed by others under the statutes of the State of Oregon, the Articles of Incorporation or these Bylaws.

Section 4.02 Number of Directors: The number of Directors of the Corporation may vary between a maximum of 9 (nine) non-student Directors and a minimum of 3 (three) non-student Directors, the exact number to be fixed from time to time by resolution of the Board of Directors, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. The Board will include:

(1)  A representative of the Oregon Journalism Education Association,

(2)  An appointee from the Oregon Newspaper Publishers’ Association,

(3)  A currently active media adviser, (up to three)

(4)  One or more members at large, (from any media/journalism-related classification)

(5)  Dean or dean’s representative of the University of Oregon’s School of Journalism,

(6)  Two high school media juniors or seniors, and

(7)  Up to two student non-voting ex-officio members who as alternates vote in the absence of the high school media members.

Section 4.03  Selection of Directors: The initial Board of Directors shall be those individuals named in the Articles of Incorporation and they shall serve until the first annual meeting or until their successors are elected. The Oregon Journalism Education Association board representative will be designated by Oregon Journalism Education Bylaws; the Oregon newspaper Publishers’ Association representative will be selected by the Executive Director or President of the Oregon Newspaper Publishers’ Association; an active media adviser will be appointed by the Board, any members at large will be appointed by the Board, and any student non-voting ex-officio members will be appointed by the Board. Media advisers and members at large will serve for a three-year term and may be reappointed for succeeding terms. Student Board members will be appointed annually. Board members representing organizations serve at the discretion of the organization.

Section 4.04  Vacancies: Vacancies on the Board will be filled by the body represented. At-large members’ vacancies will be filled by the existing Board members.

Section 4.05  Increase in Number of Directors: Individuals to fill the Directorships created by an increase in the number of Directors as provided in Section 4.02 of this article may be elected at any regular meeting of the Board of Directors by the majority vote of all the Directors then on the Board of Directors. The new Director will serve until the next annual meeting or until the Director’s successor is elected.

Section 4.06  Meetings of Directors: Regular meetings of the Board of Directors shall be held twice yearly at Oregon State University.

Section 4.07  Notice for Directors’ Meetings: Regular meetings of the Board of Directors may be held upon not less than 30 (thirty) days’ notice, at such time and place as shall, from time to time, be determined by the Board of Directors. Special meetings of the Board of Directors shall be called by the Secretary when requested by the President or when requested in writing by 20% (twenty percent) of the Directors. Notice of the special meeting shall be given to each Director either in person or by mail or telephone and must be received by the Director not less than 10 (ten) days prior to the meeting.

Section 4.08  Quorum for Directors Meetings: 2/3 (two-thirds) of the number of Directors then serving on the Board of Directors shall constitute a quorum for the transaction of business at any meeting. The act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4.09  No compensation: The members of the Board of Directors of this Corporation shall serve without compensation.

Section 4.10  Use of Communications Equipment: The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

Article V.       COMMITTEES

Section 5.01  Executive Committee:

(1)  The Board of Directors may appoint from among its members an Executive Committee of not less than three members. The Executive Committee shall have such powers and shall perform such duties as may be delegated and assigned to the Executive Committee from time to time by the Board of Directors, except as provided in the Oregon Nonprofit Corporation Act. A majority of the members of the Executive Committee may fix its rules of procedure.

(2)  All actions taken by the Executive Committee shall be by a majority of those serving on the committee if taken at a meeting or by unanimous written approval if taken without a meeting. The Executive Committee shall keep records of its activities and proceedings as it shall deem appropriate. All actions by the Executive Committee shall be reported to the Board of Directors at the meeting succeeding such action and shall be subject to revision, alteration and approval by the Board of Directors; provided, however, that no rights or acts of third parties shall be affected by such revision or alteration.

(3)  Meetings of the Executive Committee shall be called, from time to time, at the direction and upon the request of any member thereof. Notice of such meetings, unless waived, shall in each instance be given to each member of the Executive Committee at least 1 (one) day before the meeting, either orally or in writing. Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors at a special meeting called for that purpose or at a regular meeting.

Section 5.02  Other Committees: The Board of Directors may, from time to time, appoint other committees for such purposes as designated by the Board of Directors. Each committee shall have such powers and shall perform such duties as may be delegated and assigned to the committee by the Board of Directors, except such powers as are prohibited under the Oregon Nonprofit Corporation Act. However, all matters transacted by a committee in the name of the Corporation shall be submitted and ratified by the Board of Directors at its next regular or special meeting. Membership of any such committee shall include at least 2 (two) members of the Board of Directors.

Article VI.    NOTICE

Section 6.01  Effectiveness of Notice: Wherever notice is required in these Bylaws, such notice may be oral or written unless otherwise specified for a particular kind of notice. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication, by mail or private carrier, including publication in a newsletter or similar document mailed to a member’s or Director’s address. Written notice by the Corporation to a member is effective when mailed if it is mailed post-paid and is correctly addressed to the member’s address shown in the corporation’s current records of members. In other instances, personal written notice, if in a comprehensible form, is effective at the earliest of the following: when received; 5 (five) days after its postmark, if mailed by United States mail correctly addressed and with first class postage affixed; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; of 30 (thirty) days after its deposit in the United States mail if mailed correctly addressed and with other than first class, registered or certified postage affixed.

Section 6.02  Waiver of Notice:

(1)  A member or Director may at any time waive any notice required by these Bylaws, the Articles of Incorporation or the Oregon Nonprofit Corporation Act. The waiver must be in writing, be signed by the member or Director entitled to the notice, specify the meeting for which the notice is waived and be filed with the minutes or corporation records. A member’s attendance at a meeting waives objection to:

(a) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

(2)  A Director’s attendance at participation in a meeting waives any required notice to the Director of the meeting unless the Director, at the beginning of the meeting, or promptly upon the Director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

(3)  Whenever any notice is required to be given to any Director under the provisions of the Oregon Nonprofit Corporation law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the required notice. The presence of a Director at any meeting shall constitute a waiver of any notice required for such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Article VII.  ACTION WITHOUT MEETING

Section 7.01  Directors’ Actions: Any action required or permitted to be taken at the Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board of Directors.

Section 7.02  Members’ Actions: Any action required or permitted to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action.

Section 7.03  Effectiveness of Action Without Meeting: Action taken under this Article 7 shall be evidenced by one or more written consents describing the action taken, signed by each member or Director, as the case may be, and included in the minutes of filed with the corporate records reflecting the action taken. Action taken under this Article 7 is effective when the last member or Director signs the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Article VIII.               OFFICERS

Section 8.01  Executive Officers: The Corporation shall have a president, secretary/treasurer, and an executive Director; each of who shall be elected by the Board of Directors. The same individual may simultaneously hold more than one office in the Corporation.

Section 8.02  Subordinate Officers: The Board of Directors may elect or appoint such other officers, assistant officers, agents, and other employees as it shall deem necessary or desirable. They shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the Board of Directors.

Section 8.03  Compensation: The salaries of all employees and other agents of the Corporation shall be fixed by the Board of Directors. Officers need not be members of the Board of Directors. Unless otherwise specified by the Board of Directors, officers shall serve without compensation.

Section 8.04  Election of Officers: The election of officers shall take place each year at the first meeting of the newly-elected Board of Directors. Officers need not be members of the Board of Directors.

Section 8.05  Removal of Officers: Any officer, agent or other employee elected or appointed by the Board of Directors, may be removed by a majority vote of all the Directors then serving on the Board whenever in their judgment the best interests of the Corporation will be served thereby. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. If any position should become vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 8.06  Restoration of Corporate Property: On the death, resignation, retirement or removal from office of any officer, agent or other employee, all books, papers, vouchers, money and any other property of whatever kind in their possession or under their control which belong to the Corporation shall be restored to the Corporation.

Article IX.    DUTIES OF OFFICERS

Section 9.01  President: The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors and shall be the inspector of all elections of Directors and certify those who are elected as such. The President shall see to the general and active management of the business affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 9.02  Secretary/Treasurer:

(1)  The Secretary/Treasurer shall have responsibility for preparing minutes of the Directors’ and members’ meetings and for authenticating records of the Corporation. The Secretary/Treasurer shall give notice of all meetings of the Board of Directors and committees as required under the provisions of the Oregon Nonprofit Corporation Act, the Articles of Incorporation and these Bylaws, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

(2)  The Secretary/Treasurer shall have the duty to receive all moneys and funds of the Corporation and shall deposit same in the bank or banks designated by the board of Directors and in the name and to the current account of the Corporation. Such funds shall be paid out only as may be directed by the Board of Directors. The Secretary/Treasurer shall keep full and accurate books of account and shall make such reports of such official financial transactions of the Corporation as may from time to time be required by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors.

Section 9.03  Executive Director: The duties of the Executive Director shall include:

(1)  Publishing at least three newsletters yearly’

(2)  Coordinate the annual Fall Press Day with the assistance of a planning committee of OJEA members and Oregon State University personnel;

(3)  Coordinate the annual Publications Olympics each spring;

(4)  Coordinate the summer workshop for publications staff members;

(5)  Serve on the OJEA Board as requested and carry out activities of mutual interest at its request;

(6)  Participate in semi-annual meetings of Directors of Scholastic Press Associations at JEA conventions to attend workshops, present workshop sessions, judge competitions, exchange ideas and keep abreast of scholastic journalism activities in other state and regions;

(7)  Provide information and services the Board of Directors may require;

(8)  Maintain a database including all OJEA/NWSP members, and mailing addresses for every Oregon high school publications adviser and journalism teacher.

Article X.       INDEMNIFICATION

Section 10.01   Definitions: As used in this Article 10:

(1)  “Director” means an individual who is or was a Director of the Corporation or an individual who, while a Director of the Corporation, is or was serving at the Corporation’s request as a Director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

(2)  “Expenses” include attorney fees.

(3)  “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.

(4)  “Officer” means an individual who is or was an officer of the Corporation or an individual who, while an officer of the Corporation, is or was serving at the Corporation’s request as a Director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan a the Corporation’s request if the officer’s duties to the Corporation also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(5)  “Party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(6)  “Proceeding” means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative and whether formal or informal.

Section 10.02  Right to Indemnification – Unsuccessful Defense:

(1)  Except as provided in subsection (4) of this Section 10.2, the Corporation shall indemnify an individual made a party to a proceeding because the individual is or was a Director against liability incurred in the proceeding if:

(a) The conduct of the individual was in good faith;

(b) The individual reasonably believed that the individual’s conduct was in the best interest of the Corporation, or at least not opposed to its best interests; and

(c) In the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct of the individual was unlawful.

(2)  A Director’s conduct with respect to an employee benefit plan for a purpose the Director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of paragraph (b) of subsection (1) of this Section 10.02.

(3)  The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Director did not meet the standard of conduct in this section.

(4)  The Corporation may not indemnify a Director under this section:

(a) In connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or

(b) In connection with any other proceeding charging improper personal benefit to the Director in which the Director was adjudged liable on the basis that personal benefit was improperly received by the Director.

(5)  Indemnification permitted under this Section 10.02 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 10.03  Right to Indemnification – Successful Defense:  The Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director was a party because of being a Director of the Corporation against reasonable expenses actually incurred by the Director in connection with the proceeding.

Section 10.04  Undertaking for Expenses:

(1)  The Corporation shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if:

(a) The Director furnishes the Corporation a written affirmation of the Director’s good faith belief that the Director has met the standard of conduct described in Section 10.02; and

(b) The Director furnishes the Corporation a written undertaking, executed personally or on the Director’s behalf, to repay the advance if it is ultimately determined that the Director did not meet the standard of conduct.

(2)  The undertaking required by paragraph (b) of subsection (1) of this Section 10.04 must be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make repayment.

Section 10.05  Court Ordered Indemnification: A Director of the Corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines:

(1)  The Director is entitled to mandatory indemnification under Section 10.03, in which case the court shall also order the Corporation to pay the Director’s reasonable expenses incurred to obtain court-ordered indemnification; or

(2)  The Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Director met the standard of conduct set forth in subsection (4) of Section 10.02 or was adjudged liable as described in subsection (4) of Section 10.02, whether the liability is based on a judgment, settlement or proposed settlement or otherwise.

Section 10.06  Determinations for Indemnification:

(1)  The Corporation may not indemnify a Director under Section 10.02 unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible in the circumstances because the Director has met the standard of conduct set forth in Section 10.02.

(2)  A determination that indemnification of a Director is permissible shall be made:

(a) By the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the proceedings;

(b) If a quorum cannot be obtained under paragraph (a) of this subsection, by a majority vote of the committee duly designated by the Board of Directors, consisting solely of two or more Directors not at the time parties to the proceeding; or

(c) By special legal counsel selected by the Board of Directors or its committee in the manner described in paragraph (a) or (b) of this subsection, the special legal counsel shall be selected by majority vote of the full Board of Directors including Directors who are parties to the proceeding.

(3)  Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph © of subsection (2) of this Section 10.06 to select counsel.

Section 10.07  Officers, Employees and Agents: This Corporation shall indemnify and advance expenses under this Article 10 to any officer, employee or agent of the Corporation who is not a Director to the same extent as a Director.

Section 10.08  Insurance: The Corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a Director, officer, employee or agent of the Corporation, or who, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Corporation may purchase and maintain the insurance even if the Corporation has no power to indemnify the individual against the same liability under this Article 10 or the Oregon Nonprofit Corporation Act.

Section 10.09  Nonexclusivity of Rights:

(1)  The indemnification and provisions for advancement of expenses provided by this Article 10 shall not be deemed exclusive of any other rights to which Directors, officer, employees or agents may be entitled under the Corporation’s Articles of Incorporation, any agreement, general or specific action of the Board of Directors, vote of members or otherwise, 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 person. Specifically and not by way of limitation, a corporation shall have the power to make or agree to make any further indemnification, including advancement of expenses, of:

(a) Any Director as authorized by the members, provided that no such indemnification shall indemnify any Director from or on account of acts or omissions for which liability could not be eliminated under the Oregon Nonprofit Corporation Act; and

(b) Any officer, employee or agent who is not a Director as authorized by general or specific action of the Board of Directors or agreement. Unless the Articles of Incorporation, agreement or resolution provide otherwise, any determination as to any further indemnity under this paragraph shall be made in accordance with Section 10.06.

(2)  This Article 10 does not limit the Corporation’s power to pay or reimburse expense incurred by a Director in connection with the Director’s appearance as witness in a proceeding at a time when the Director has not been made a named defendant or respondent to a proceeding.

Article XI.    DIRECTOR CONFLICT OF INTEREST

Section 11.01 Conflict of Interest Defined: A conflict of interest transaction is a transaction with the Corporation in which a Director of the Corporation has a direct or indirect interest. A conflict of interest transaction is not voidable on the basis for imposing liability on the Director if the transaction is fair to the Corporation at the time it was entered into or is approved as provided in Section 11.02 of this Article.

Section 11.02  Approval Process: A transaction in which a Director has a conflict of interest may be approved:

(1)  By the vote of the Board of Directors or a committee of the board of Directors if the material facts of the transaction and the Director’s interest are disclosed or known to the Board of Directors or committee of the board of Directors; or

(2)  By obtaining approval of the:

(a) Attorney General; or

(b) The circuit court in an action in which the Attorney General is joined as a party.

Section 11.03  Indirect Conflicts: For the purposes of this Article, a Director the Corporation has an indirect interest in a transaction if:

(1)  Another entity in which the Director has a material interest or in which the Director is a general partner is a party to the transaction; or

(2)  Another entity of which the Director is a Director, officer or trustee is a party to the transaction, and the transaction is or should be considered by the Board of Directors of the Corporation.

Section 11.04  Votes Required for Approval: For purposes of Section 11.02, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the Directors on the Board of Directors or on the committee who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this section by a single Director. If a majority of the Directors who have no direct or indirect interest in the transaction votes to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a Director with a direct or indirect interest in the transaction does not affect the validity of any action taken under paragraph (1) of Section 11.02 if the transaction is otherwise approved as provided in Section 11.02.

Article XII.  LOANS

Section 12.01  No money shall be borrowed by the Corporation without authority of the Board of Directors, and for security purposes, the Board of Directors may authorize the execution and delivery of a mortgage or trust deed upon any of the real property belonging to the Corporation or the pledging of any of the personal property of the Corporation. Such authorization having been given, the President or Vice President of the Corporation, in conjunction with the Secretary or Treasurer, shall execute in the name of the Corporation the authorized notes, mortgages, trust deeds and pledges.

Article XIII.  CHECKS

Section 13.01 All checks of the corporation shall be signed in such manner as the board of Directors may, from time to time, designate.

Article XIV.  AMENDMENTS

Section 14.01 These Bylaws may be amended or repealed, in whole or in part, by the affirmative vote of 2/3 (two-thirds) of all of the Directors then on the Board of Directors at any regular or special meeting called for that purpose, provided that notice of the proposed amendment is given in the notice of the meeting or notice thereof is waived in writing by all Directors.

 

/s/ Mike Forester, President

/s/ Frank Ragulsky, Executive Director, Secretary

Adopted March 17, 1999, by action of the Board of Directors.

Revised April 26, 2005, by action of the Board of Directors.

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