United States Swim School Association Bylaws
Copyright © 2010 U.S. Swim School Association
Bylaws of the United States Swim School Association
PARAGRAPH 1: PURPOSE AND POWER
1.01 Purpose. The Corporation’s purpose is to unite members in the promotion of the best interests of swim schools in the United States and to further the teaching of swimming in the member swim schools throughout the United States.
1.02 Powers. The Corporation shall have all the powers granted to it by these Bylaws, the Articles of Incorporation and all powers granted to non-profit corporations in the State of Arizona.
1.03 No Inure. This Corporation is and shall continue to operate as a business league trade association not organized for profit, and no part of its net earnings, if any, shall inure to the benefit of any private individual. In the event of the dissolution of the Corporation, the net assets shall be distributed only to a successor organization of similar nature and purpose, or some other not for profit organization or organizations, designated by the Board of Directors, to promote the common interests of swim schools.
1.04 Endowments/Scholarship. The Corporation may act as trustee for scholarships, endowments or trusts of a philanthropic nature.
1.05 No Beneficial Interest. This Corporation will not have or issue any shares of stock. No dividends will be paid and no part of the income of this corporation will be distributed to its members, Directors or officers. However, this Corporation may pay compensation in a reasonable amount to members, officers or directors for services rendered.
1.06 Loans to Management. The Corporation will make no loans to any of its Directors or officers or to any of its key management or other personnel.
PARAGRAPH 2: OFFICES
2.01 Principal Office. The principle office of the Corporation in the State of Arizona shall be located in the County of Maricopa in the State of Arizona, at PO Box 17208, Fountain Hills, Arizona, 85269.
2.02 Additional Offices. The Corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
2.03 Registered Agent. The Corporation shall have and continuously maintain in the State of Arizona a registered office and a registered agent, whose office is identical with such registered office, as required by the Arizona Nonprofit Corporation Act. The registered agent may be changed from time to time by the Board of Directors.
PARAGRAPH 3: MEMBERS
3.01 Initial. The initial members of the Corporation shall be named in the Articles of Incorporation.
Qualifications. A member of this Corporation must be either a swim school (owner), future swim school owner, retired swim school owner, charter member or elected by the Board as an honorary member. A swim school is defined as a for-profit enterprise organized for the primary or secondary purpose of teaching the basics of swimming and more advanced skills. 80% of the member’s income must come from child driven programs, and a public traded corporation cannot be a member.
3.02 Classes of Membership. There shall be seven (7) classes of membership which may carry different voting rights and membership dues
(a) Swim School Member. A Swim School Member shall be a swim school located within the United States. A Swim School Member shall have one vote on all corporation matters. The Swim School Member must notify the Corporation in writing of the individual who shall cast votes on behalf of the Corporation.
(b) International Member School. An International Member School must be a swim school located outside the United States. International Member Schools do not have the right to vote in general or special meetings of the Corporation but may vote in International Member School Section meetings.
(c) Retired Owner. A Retired Owner Member shall have been a Member for at least one year prior to retiring and seeking membership as a Retired Owner. Retired Owners no longer are fully active or have primary involvement of the daily operation of a swim school business. Retired Owners do not have the right to vote in general or special meetings of the Corporation but may vote in Retired Owner Section meetings.
(d) Future Member. Future Members are not current swim school owners. Future Members intend to open a for-profit swim school business in the preceding 12 months. This membership classification provides the same benefits as a Swim School Member, but does not have voting privileges. As with all levels of membership, benefits and dues are set and can be altered by the Board of Directors. Future Members must apply for Swim School Member status once their business has opened.
(e) Charter Member. Charter Members are persons or schools who were instrumental in founding the Corporation. Charter Members do not have the right to vote in general or special meetings of the Corporation or any section meetings.
(f) Honorary Member. Honorary Members shall be persons who have rendered special service to the swim school industry or to this Corporation and who are not eligible for any other class of membership. Honorary Members do not have the right to vote in general or special meetings of the Corporation or any section meetings.
(g) Life Member. Life Members shall have the same qualifications and voting rights as Swim School Members. Life Members will retain such rights for as long as the Life Members maintain their qualifications as Swim School Members and maintain the same ownership (family). The number of new Life Memberships available will be set annually by the Board of Directors.
PARAGRAPH 4 – ADMISSION OF MEMBERS
4.01 Application. Applications for membership as a Swim School Member, International Member School, Retired Owner, Future Member or Life Member must be made in writing in the form prescribed by the Board of Directors. Applicant will be put on a three month waiting period. Applicant name, swim school and city will be e-mailed to all members. Any member at this time can submit an ethics complaint. New member will not receive the following benefits until the provisional period is over: Insurance benefits will not be listed on the swim school locator, will not receive a mentor.
4.02 Payment of Dues. Payment of dues in advance for the year must be attached to the applications.
4.03 Separate Classifications. The Board of Directors may establish additional classifications for its members, each of which shall have differing voting rights as determined by the Board of Directors, and may set different initiation and annual fee requirements for each classification provided that no classification shall be based on or affected by race, sex, age, marital status, religion or
handicap. Initiation fees and dues for each classification shall be determined from time to time by the Board of Directors.
4.04 Charter Member. All Members who join the Corporation and pay annual dues before January 1, 1989 shall be classified as a “Charter Member” of the National Swim School Association and will be entitled to use this designation as long as they continue to be members in good standing in the Corporation.
PARAGRAPH 5: MEMBER RESIGNATIONS AND SUSPENSIONS
5.01 Termination. Membership in this Corporation may be terminated by the occurrence of any of the following:
(a) Resignation in writing mailed to the Corporation by first class United States mail at any time. In which case such resignation shall be effective upon receipt unless a later date is specified in such resignation.
(b) Non-payment of dues by the due date of any payment.
(c) Death of any member.
(d) Upon the affirmative vote of two-thirds of the Board of Directors present at a regular meeting or special meeting called for that purpose, may expel a member for cause after notice and an appropriate hearing.
5.02 Suspension. Membership in this Corporation may be suspended by the two-thirds vote of the Board of Directors upon a showing that the member has failed to fulfill any qualifications for membership listed herein.
Reinstatement. Upon written request signed by a former member and filed with the president, the Board of Directors may, at any regularly constituted meeting, by a two-thirds vote, reinstate such former member to membership based upon such terms as the Board of Directors may deem appropriate. A swim school owner can reapply after three years if they were denied full membership due to an ethics issue.
5.03 No Property Rights. No member, officer or director shall have any right, title or interest in any of the property or assets of the Corporation, nor shall any property or assets of the Corporation be distributed to any member on the dissolution or winding up of the Corporation.
5.04 Liability of a Member. No member shall be personally liable for any debt, liabilities or obligations, nor shall any member be subject to any assessments of the Corporation.
5.05 Transfer of Membership. Membership in this Corporation is non-transferable and non-assignable.
PARAGRAPH 6: MEETINGS OF MEMBERS
6.01 Annual Meeting. The annual meeting of the members shall be held within the 12 month period after the close of the Corporation’s fiscal year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting, the actual day and time thereof to be set by the Board of Directors in the Notice of Meeting or in the Call and Waiver of Notice of Meeting.
6.02 Special Meetings. Special meetings of the members, for any purpose or purposes, shall be called by the president, a majority of the Board of Directors or when requested in writing by not less than 10% of the members entitled to vote at the meeting. A meeting requested by members shall be called for a date not less than 10 nor more than 60 days after the request is made, unless the members requesting the meeting designate a later date.
(a) In lieu of closing the membership records book, the Board of Directors may fix in advance a date as the record date for any determination of members, such date in any case to be not more than 30 days and, in case of a meeting of the members, not less than (5) days prior to the date on
which the particular action requiring such determination of members is to be taken. The call for the meeting shall be issued by the secretary, unless the president, Board of Directors or members requesting the meeting shall designate another person to do so and shall state the purpose or purposes for which the meeting is called.
6.03 Place. Meetings of Members may be held within or without the State of Arizona.
(a) Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) nor more than 30 days before the meeting, either personally, by first class mail, e-mail, Corporation web site or at the direction of the president, secretary, officer or persons calling the meeting to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the books of the Corporation, with postage thereon prepaid.
(b) A member, either before or after a members’ meeting, may waive notice of the meeting and his waiver shall be deemed the equivalent of giving notice. Attendance of the member at a members’ meeting shall constitute a waiver of notice of the meeting unless he attends for the express purpose of objection to the transaction of business on the ground that the meeting was not lawfully called or convened.
6.05 Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken; and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in the preceding section to each member of record on the new record date entitled to vote at such meeting.
6.06 Closing of Transfer Books/Fixing Record Date.
(a) For the purpose of determining members entitled to notice of, or to vote at, any meeting of members or any adjournment thereof or in order to make a determination of members for any other purpose, the Board of Directors may provide that the membership record books shall be closed of a stated period not less than five (5) days and not more than 30 days immediately preceding such meeting.
(b) If the membership records book is not closed and no record date is fixed for the determination of members entitled to notice or to vote at any meeting of members, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of members.
(c) When a determination of members entitled to vote at any meeting of members has been made as provided in this paragraph, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for that adjourned meeting.
6.07 Member Quorum and Voting.
(a) A majority of the members entitled to vote shall constitute a quorum at a meeting of members. Valid absentee ballots must be received by the Corporation 10 days prior to the election date.
(b) If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members unless otherwise provided by law.
(c) After a quorum has been established at a members’ meeting, the subsequent withdrawal of members, so as to reduce the number of members’ entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
6.08 Voting Rights.
(a) Each Regular Member in good standing shall be entitled to one vote on each matter submitted to a vote at a meeting of members and by absentee. Upon demand of any member, the vote upon any question before the meeting shall be by written ballot.
6.09 Action by Members without a Meeting.
(a) Any action required by law, these Bylaws or the Articles of Incorporation of this Corporation to be taken at any annual or special meeting of members of the Corporation, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the members entitled to vote.
(b) Within 10 days after obtaining such authorization by written consent, notice shall be given to those members who have not consented in writing. The notice shall fairly summarize the material features of the authorized action.
PARAGRAPH 7: DIRECTORS
7.01 Function. The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the laws of the State of Arizona, the Articles of Incorporation, and these Bylaws.
7.02 General Powers. Subject to the limitations of these Bylaws, the Articles of Incorporation and the laws of the State of Arizona, the powers of this Corporation shall be exercised, its properties controlled and its affairs conducted by a Board of Directors.
7.03 Qualifications. The qualifications for becoming and remaining a director of this company are:
(a) Directors need not be residents of the State of Arizona.
(b) Except for the initial Board Members, directors must have been Association members for a period of at least three years prior to election.
7.04 Duties of Directors.
(a) A director shall perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation and with such care, as an ordinarily prudent person in a like position would use under similar circumstances.
(b) In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data in each case prepared or presented by:
(1) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented.
(2) Counsel, public accountants or other persons as to matters, which the director reasonably believes to be within such person’s professional or expert competence.
(3) A committee of the Board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director believes to merit confidence.
(c) A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.
(d) A person who performs his duties in compliance with this Paragraph 7.04 shall have no liability by reason of being or having been a director of the Corporation.
7.05 Presumption of Assent. A director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.
7.06 Number. This Corporation shall have no less than seven (7) and no more than 11 directors. The number of directors may be increased or decreased from time to time by action of the members or Board of Directors, but shall never be less than seven (7). No decrease shall have the effect of shortening the terms of any incumbent director.
7.07 Election and Term.
(a) Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of members and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.
(b) At the first annual meeting of members and at each annual meeting thereafter the directors shall be elected by a majority of the members entitled to vote. Each director shall hold office for three-year terms for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.
7.08 Vacancies. Any premature vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the membership and the interim director shall have the right to run for a consecutive term.
7.09 Termination of Director. Membership in the Board of Directors will be terminated in this Corporation on the occurrence of any of the following events:
(a) Receipt by the Board of Directors of the written resignation of a director executed by such director.
(b) The death of the director.
(c) Two-thirds vote of the directors entitled to vote at any special or general meeting of the Directors, in which a quorum is present.
(d) In a meeting of members called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of a two-thirds majority of the members then entitled to vote at an election of directors.
(e) Failure to attend two-thirds of the regular and special meetings of the Board of Directors within any six (6) month period.
PARAGRAPH 8: MEETINGS OF THE BOARD OF DIRECTORS
8.01 Annual Meetings. The Board of Directors shall meet at least once annually during the month of September, October or November at such time and place as may be directed by the Board of Directors.
8.02 Special Meetings. Special meetings of the Board of Directors may be called upon five (5) days written notice by any of the following:
(a) The Board of Directors
(b) The president or other officers
(c) 10% of the voting members
8.03 Meeting by Conference Telephone. Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.
8.04 Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The acts of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
8.05 Place of Meetings. Regular and special meetings by the Board of Directors may be held within or without the State of Arizona.
8.06 Time, Notice and Call of Meetings.
(a) Written notice stating the time, place, day and hour of the meeting and, in the case of a special meeting, stating the purpose or purposes for which the meeting is called, must be delivered not less than five (5) days and not more than 30 days before the date of the meeting, either by personal delivery, certified first class mail, telegram or e-mail to each director entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United Sates mail, addressed to the director at his address as it appears on the records of the Corporation, with postage prepaid.
(b) Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
(c) A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
8.07 Action Without a Meeting. Any action required to be taken at a meeting of the directors of the Corporation or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if consent in writing setting forth the action so to be taken, signed by all of the directors or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.
PARAGRAPH 9: OFFICERS
9.01 Identification and Election. The officers of this Corporation shall consist of a president, vice-president (president-elect), secretary, treasurer and any other officers elected or appointed by the Board of Directors. The president and vice-president shall be elected by the membership. Such officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two (2) or more offices may be held by the same person except president and treasurer. The failure to elect an officer shall not affect the existence of this Corporation.
9.02 Duties. The Officers of this Corporation shall have the following duties:
(1) The president shall be the chief executive officer of the Corporation, shall in general supervise, control and manage all the business affairs of the Corporation subject to the directions of the Board of Directors and shall preside at all meetings of the members and Board of Directors.
(2) The president is authorized to maintain on file with the Arizona Corporation Commission an up-to-date listing of the Corporation’s registered office and registered agent and, further, is specifically authorized to change said registered office and agent from time to time as may be required in the Corporation’s interest. All statements and other documents required for these purposes may be signed by the President on behalf of the Corporation.
(3) The president shall sign and make all contracts and agreements in the name of the Corporation.
(4) The president shall sign all notes, drafts or bills of exchange, warrants or other orders for the payment of money duly drawn on behalf of the Corporation.
(b) Vice-President. The Vice-President, if any, shall perform the duties of the president in his absence or, if the president is unable or unwilling to perform, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other functions as may be assigned to him, from time to time, by the President or Board of Directors.
(c) Treasurer. The treasurer shall have custody and responsibility for all corporate funds and financial records, shall receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or the depositories as shall be selected by the Board of Directors, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof and a statement of the condition of the finances of the Corporation at the annual meetings of members and whenever else required by the Board of Directors or the President and shall perform such other duties as may be prescribed by the Board of Directors or the President.
(d) Secretary. The secretary shall tend to all correspondence of USSSA, record the business of each meeting and keep such records in order.
(e) Whenever an officer is absent or whenever, for any reason, the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer or officers to any other officer or officers or to any director or directors.
9.03 Removal of Officers.
(a) Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby.
(b) Any officer or agent elected by the members may be removed only by vote of the members eligible to vote unless the members shall have authorized the directors to remove such officer or agent.
(c) Any vacancy, however occurring, in any office may be filled by the Board of Directors.
(d) Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.
9.04 Terms of Office and Eligibility.
(1) The term of office of the president shall be two (2) years. The two-year term may extend beyond the three-year term as a Board Member.
(2) The President must be a current or past Board Member in order to be eligible to hold the office.
(b) Vice-President. The term of office of the vice-president shall be two (2) years after which time he or she will succeed to a term as president.
(c) Additional Officers. The term of office of other officers shall be two (2) years.
9.05 Resignation. Any officer may resign at anytime by giving written notice to the President or Secretary. Any resignation shall take effect at the date of the receipt of that notice or at any other later time specified therein.
PARAGRAPH 10: COMMITTEES
10.01 Executive Committees.
(a) The Board of Directors may elect a standing Executive Committee that shall consist of the officers of the Corporation and up to three (3) other members of the Board to equal five (5) total members. The non-officer members shall not be permanent members of the committee but shall be named by the president for the purpose of attending the meeting or the meetings for which the Executive Committee shall have been called. A quorum of the Executive Committee shall be four (4), at least two (2) of which shall be directors named to serve.
(b) The Executive Committee shall consider all questions referred to it by the Board of Directors and shall act in emergencies when it is not practical to convene the Board of Directors. All business transacted by the Executive Committee will be reported to the Board of Directors in writing as soon as possible following the meetings and in any event, at the following meeting of the Board of Directors. The presiding officer shall designate a member to serve as clerk. There shall be no specified period of time for notice to the committee and the same may be convened without notice in writing. All directors shall be authorized to attend meetings of the Executive Committee and, if present, shall be entitled to vote on all matters coming before the Executive Committee.
10.02 Other Committees. Other committees not having and exercising the rights of the Board of Directors in the management of the Corporation may be designated by a resolution; members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint such member whenever in their judgment the best interests of the Corporation shall be served by such appointment.
10.03 Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated or unless such member be removed from such committee or unless such member shall cease to qualify as a member thereof.
10.04 Chairman. One member of each committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
10.05 Vacancies. Vacancies on any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.
10.06 Quorum. Except for the Executive Committee and, unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the committee attending shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
10.07 Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or any other governing body of rules.
PARAGRAPH 11: STAFF
11.01 Executive director.
(a) The Board of Directors may employ an Executive Director who shall have executive responsibility for the work of the Corporation and shall have authority to select employees to fill positions created by the Board of Directors and to dismiss employees. The Executive Director
shall attend all regular meetings of the Board of Directors and committee meetings when deemed necessary.
(b) The Executive Director shall have the following responsibilities:
(1) The Executive Director shall be the chief executive of the Corporation, shall in general supervise, control and manage all the business affairs of the Corporation subject to the direction of the Board of Directors.
(2) The Executive Director shall have executive responsibility for the work of the Corporation and shall have the authority to select employees to fill positions created by the Board of Directors and to dismiss employees.
(3) The Executive Director shall attend all regular meetings of the Board and committee meetings when deemed necessary.
(4) The Executive Director is authorized to maintain on file with the Arizona Corporation Commission an up-to-date listing of the Corporation’s registered office and registered agent, and further, specifically authorized to change such registered agent, and further specifically authorized to change such registered office and agent from time to time as may be required in the Corporation’s interest. All statements and other documents required for these purposes may be signed by the Executive Director on behalf of the Corporation.
(5) The Executive Director shall sign and make all contracts and agreements in the name of the Corporation.
(6) The Executive Director shall sign all notes, drafts or bills of exchange, warrants or other orders for payment of money duly drawn on behalf of the Corporation.
11.02 Director Evaluations. The Board of Directors may make annual evaluations of the performance of the Executive Director.
PARAGRAPH 12: BOOKS AND RECORDS
12.01 Books and Records.
(a) This Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees.
(b) This Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its members, giving the name and addresses of all members, and the class of membership held by each.
(c) Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.
12.02 Financial Information.
(a) Not later than four months after the close of each fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year.
(b) The balance sheets and profit and loss statements shall be filed in the registered office of the Corporation in this state and shall be kept for at least six (6) years.
PARAGRAPH 13: INDEMNIFICATION
13.01 Indemnification. Any person who was or is a party or is threatened to be made a party to any civil, criminal or administrative action, by reason that he is a director, officer or member of the Corporation, shall be indemnified by the Corporation against expenses, including reasonable
attorney’s fees, any judgment and/or fines imposed on the individual and any amounts paid in settlement of any action, suit or proceeding; provided that he acted in good faith, in a manner he reasonably believed to be in 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.
13.02 Limitation on Indemnification. The Corporation shall not, however, indemnify any director, officer or employee, or member with respect to matters as to which he shall be finally adjudged in any such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties, or to be guilty of fraud or misrepresentation to the Corporation, the Board of Directors, or the members, nor in respect of any settlement which substantially exceeds the expense which might have reasonably been incurred in conducting such litigation to its final conclusion.
13.03 Not Exclusive Remedy. The foregoing right of indemnification shall not be conclusive of other rights to which any director, officer or member may be entitled as a matter of law.
PARAGRAPH 14: AMENDMENT
These Bylaws may be repealed or amended and new Bylaws may be adopted by either the Board of Directors or the members, but the Board of Directors may not amend or repeal any Bylaw adopted by members if the members specifically provide such Bylaw not subject to amendment or repeal by the directors.
The above Bylaws were adopted by the Directors of the Corporation effective on January 19, 2005 and have been amended by action of the Board or membership as appropriate.