Girl Scouts of Western New York, Inc.
Amended: March 5, 2014
Article 1. - THE COUNCIL
As provided in its Certificate of Incorporation filed with New York State, the Council shall be known as the Girl Scouts of Western New York, Inc. and referred to herein as “the Council” a not-for-profit corporation organized under the laws of the state of New York.
1.2.1. The voting members of the Council shall consist of:
a. Council Delegates elected as provided in these By-laws;
b. members of the Council Board of Directors for so long as they serve as Directors of the Council;
c. members of the Council Board Development Committee for so long as they serve as members of the Council Board Development Committee; and
d. National Council Delegates elected as provided in these By-laws.
1.2.2. All voting members shall be fourteen (14) years of age or older and shall be members of the Girl Scout Movement registered through the Council at the time of election or appointment and throughout the term of service
1.2.3. At no time may a voting member of the Council have more than one vote.
1.2.4. Voting members shall have all the voting rights of members as provided under the Council’s Certificate of Incorporation, these By-laws and the New York Not-for-Profit Corporation Law.
1.3. COUNCIL DELEGATES
1.3.1. The Council Delegates shall represent the interests of their individual Service Units at all member meetings and shall have such duties and responsibilities as determined by the Board of Directors.
1.3.2. Each Service Unit in the Council shall elect one Council Delegate and one Alternate. Elections shall take place prior to March 31. The names of the Council Delegate and the Alternate must be submitted to the Council no later than April 1.
1.3.3. Council Delegates and Alternates shall be elected for a term of three (3) years and shall serve until the successors are elected and assume office. Delegates and Alternates shall serve no more than two (2) consecutive full terms of three (3) years. Council Delegates and Alternates are not eligible for re-election until one year has passed after their second full three (3) year term. If a vacancy occurs during a term, the Service Unit shall designate the Alternate to replace the Council Delegate, or elect another Council Delegate to serve the unexpired term.
1.3.4. Votes at member meetings shall be cast by the Council Delegate or a designated Alternate. If an Alternate shall vote at a meeting of the members, the Secretary of the Council must be notified prior to the start of the meeting.
1.3.5. Terms of office shall begin as of April 1.
1.4. NATIONAL COUNCIL DELEGATES
1.4.1. The National Council Delegates shall be responsible for representing the Council at National Council meetings; to provide reports to the Board of Directors and the Council regarding items presented at National Council meetings; and to perform such other duties and responsibilities as determined by the Board of Directors.
1.4.2. The National Council Delegates and Alternates whom the Council is entitled to elect to the National Council of GSUSA shall be elected by the Members in agreement with the time frame established by GSUSA and shall serve a term of three (3) years and until their successors are elected and assume office. If a vacancy occurs during a term, the Board of Directors shall designate an Alternate to replace the National Council Delegate, or elect another National Council Delegate to serve the unexpired term.
1.4.3. The Chair and the Chief Executive Officer of The Council shall serve as National Council delegates.
1.4.4. The CEO of the Council is authorized to appoint one ore more temporary Alternates to represent the Council if there are not sufficient National Council Delegates or Alternates available to attend the National Council meeting.
1.4.5. Terms of office shall begin after the Annual Meeting of members at which elections are held.
1.5. MEMBER MEETINGS
1.5.1. Annual Meeting. A meeting of members entitled to vote shall be held for the election of Directors and the transaction of other business in May, or such other time as may be determined by the Board of Directors. Notice of time and place of the Annual Meeting shall be personally given or mailed to the address last made known in writing of each voting member of the Council not more than forty-five (45) days and not less than thirty (30) days before the meeting.
1.5.2. Special Meetings
a. Special meetings of the Council shall be called at any time by the Chair, or by the Secretary within thirty (30) days from receipt of a written request by (i) two-thirds (2/3) of the members of the Board of Directors; or (ii) by ten percent (10%) of the voting members of the Council.
b. The purpose of such meetings shall be stated in the request. No business shall be transacted except that for which the meeting has been called.
c. Notice of time, place, and purpose of the meeting shall be sent to each voting member at the address last made known to the Council by the member. Notice must be given not more than thirty (30) days and not less than ten (10) days before the meeting.
1.5.3. Waiver of Notice.
Notice of meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver by the member.
1.5.4. Qualification of Voters.
The Board may fix a date as the record date for the purpose of determining the members entitled to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting. The record date shall not be more than fifty (50) nor less than ten (10) days before the date of the meeting.
1.5.5. Quorum and Adjourned Meetings.
a. The quorum for the member meetings shall be thirty-five percent (35%) of the voting members of the Council entitled to vote at the meeting.
b. Despite the absence of a quorum, the members present may adjourn the meeting to another time and place and it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. If a quorum is present at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. If after the adjournment, however, the Board of Director fixes a new record date for determining the members entitled to vote at the adjourned meeting, a notice of the adjourned meeting shall be give to each member then entitled to notice under these By-laws.
1.5.6. Organization. At every meeting of the members, the Chair, or in the absence of the Chair, a Vice Chair, or in the absence of such officers, a person selected by the meeting, shall act as chairperson of the meeting. The Secretary, or in the absence of the Secretary, a person selected by the meeting shall act as secretary of the meeting.
a. All matters shall be determined by a majority vote of the votes cast at a meeting unless otherwise provided by New York State Law or these By-laws.
b. Election of Officers, Directors-at-Large and National Council Delegates and Alternates shall occur by one of the methods listed below. Only one method may be used for an election; there shall not be a combination of voting methods used during an election. The method of voting to be used during a particular election cycle shall be determined by the Board of Directors. The methods which may be used are:
i. at the annual meeting by members present in person or linked by telecommunications or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings; or
ii. by mail ballot in accordance with the procedure established by the Board of Directors.
Members shall be notified that the election will be held by mail ballot at least forty-five (45) days prior to the Annual Meeting. Election results shall be announced at the Annual Meeting of members.
a. Except as provided in Section 1.5.7(b) above, every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for such member by proxy.
b. Every proxy must be signed by the member or the member’s attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
c. The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the member who executed the proxy unless, before the authority is exercised, written notice of an adjudication of incompetence or of death is received by the Secretary or an Assistant Secretary.
1.5.9. Inspectors of Election.
a. The Board of Directors, in advance of any meeting of members, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a meeting of members may, and on the request of any member entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
b. The inspectors shall determine the number of membership certificates outstanding and the voting power of each, the certificates represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all members. On request of the person presiding at the meeting or any member entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.
1.5.10. List of Members at Meeting
A list or record of members entitled to vote, certified by the Secretary, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the Council that such request will be made at least ten days prior to such meeting. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat shall require such list or record of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list of record to be members entitled to vote thereat may vote at such meeting.
Article 2. - OFFICERS
The “Elected Officers” of the Council shall be the Chair, First Vice Chair, Second Vice Chair, Secretary and Treasurer.
2.2. TERM OF OFFICE
2.2.1. The Elected Officers shall be elected by the voting members at the Annual Meeting of members. Unless a shorter term is provided in the resolution of the members electing such officer, the term of office of each officer shall be two (2) years and until their successors are elected and assume office.
2.2.2. Terms of office shall begin at the close of the Annual Meeting of members.
2.2.3. No individual shall serve more than two (2) consecutive full two (2) year terms in any one office.
2.2.4. No individual shall hold more than one office at a time.
2.3. VACANCY IN OFFICE
A vacancy in an office or the position of a Director-at-Large shall occur by virtue of a death, resignation or removal from office.
2.3.1. In the event of the death of an officer of the Board of Directors the office of the deceased shall be declared vacant by the Chair, First Vice-Chair or Second Vice-Chair.
2.3.2. Any officer of the Board of Directors may resign at any time by giving written notice to the Chair or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time the resignation is tendered. In the event of a resignation, the office held by the resigning officer shall be declared vacant by the Chair, First Vice-Chair or Second Vice-Chair.
2.3.3. Any Director-at-Large may resign at any time by giving written notice to the Chair or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time the resignation is tendered.
2.4. REMOVAL OF:
a. an elected officer may occur with or without cause at any time by majority vote of the voting members of The Council. In order for removal to occur a special meeting must be called for that specific purpose, a minimum of 75% of voting members must be present, and a minimum of 51% of members present must vote in favor of removal. Prior to the special meeting The Board of Directors may suspend the authority of the officer to act for cause pending the outcome of the vote.
b. a Director-at-Large may occur with or without cause at any time by majority vote of the voting members of The Council. In order for removal to occur a special meeting must be called for that specific purpose, a minimum of 75% of voting members must be present, and a minimum of 51% of members present must vote in favor of removal. Prior to the special meeting The Board of Directors may suspend the privilege of the Director-at-Large to act for cause pending the outcome of the vote.
c. any member of the Board who is absent without excuse for
three (3) or more meetings in a program year may occur at any time by majority vote of the voting members of The Council. In order for removal to occur a special meeting must be called for that specific purpose, a minimum of 75% of voting members must be present, and a minimum of 51% of members present must vote in favor of removal. Prior to the special meeting The Board of Directors may suspend the privilege of the Member to act for cause pending the outcome of the vote.
2.5. FILLING A VACANCY
2.5.1. In the event of a vacancy in the office of the Chair of the Board, the vacancy shall be filled by the First Vice Chair of the Board for the remainder of the term.
2.5.2. In the event of a vacancy in the office of the Chair of the Board and the First Vice Chair, the vacancy shall be filled by the Second Vice Chair of the Board for the remainder of the term.
2.5.3. In the event of a vacancy occurring in any other elected officer position the vacancy shall be filled by the Board of Directors for the remainder of the term.
2.5.4. In the event of the vacancy of a Director-at-Large position the vacancy shall be filled by the Board of Directors for the remainder of the term.
2.6. RESPONSIBILITIES OF OFFICERS
The officers shall perform the duties prescribed in this Article and such other duties as are prescribed by action of the voting members of the Council, the Board of Directors, the Executive Committee, or the Chair of the Board.
2.6.1. The Chair of the Board shall be responsible for the general oversight of the governance of the Council; shall preside at all meetings of the Council, the Board of Directors, and the Executive Committee; and have such powers and perform such duties as may be assigned by the Board of Directors.
2.6.2. The First and Second Vice Chairs of the Board shall have such powers and perform such duties as may be assigned by the Chair of the Board; and shall preside at meetings of the Council and Board of Directors in the case of vacancy, temporary absence or disability of the Chair of the Board, in order of rank.
2.6.3. The Secretary shall:
a. ensure that proper notice is given for all meetings of the Council, the Board of Directors, and the Executive Committee;
b. ensure that minutes of all meetings of the Council, the Board of Directors, and the Executive Committee are kept;
c. have responsibility for the seal of the Council and ensure its safekeeping in a place designated by the Board; and
d. ensure that election ballots are secured, counted, and that results are reported to the membership.
2.6.4. The Treasurer shall:
a. provide effective stewardship and oversight of the Council’s finances;
b. execute directives of the Board of Directors;
c. be a voting member of the Finance Committee; and
d. provide reports, financial statements, and other documents pertaining to the use and disbursement of assets of the Council.
2.7. APPOINTED OFFICERS
The Board of Directors may delegate to any officer or committee the power to appoint and to remove any subordinate officer, agent or employee.
Article 3. - BOARD OF DIRECTORS
The Board of Directors shall consist of the Elected Officers and not less than five (5) nor more than fifteen (15) Directors-at-Large. The number of Directors-at-Large shall be determined from time to time by resolution of a majority of the entire Board of Directors, provided that no decrease in the number shall shorten the term of any incumbent Director-at-Large. As used in these By-laws, “entire Board of Directors” means the total number of Directors entitled to vote which the Council would have if there were no vacancies.
The Chief Executive Officer (“CEO”) of the Council shall be an ex officio, voting member of the Board of Directors. The Chair may, in her discretion, request that the Immediate Past Chair of the Council to serve as an ex officio, voting member of the Board of Directors. Chair of the Board Development Committee, if not already elected to the Board of Directors, shall be an ex officio, non-voting member of the Board of Directors.
3.2. YOUTH BOARD MEMBERS
The Board of Directors may appoint a maximum of two (2) Youth Board members on recommendation of the Chair and the Board Development Committee. Youth Board members shall be a non-voting member of the Board of Directors. Youth Board members shall be Senior Girl Scouts at least sixteen (16) years of age. Youth Board members shall serve for a one (1) year term.
3.3. HONORARY BOARD MEMBERS
The Board may, at its discretion, add any number of non-voting honorary directors to assist the Board in its deliberations. The terms of office, duties and method of selection of any honorary Directors shall be established by the Board.
3.4. TERM OF OFFICE
3.4.1. The Directors-at-Large shall be elected at the Annual Meeting of the members for a term of three (3) years and until their successors are elected and assume office.
3.4.2. Directors-At-Large shall be divided into three (3) classes for purposes of staggering terms of office. One class of Directors shall be elected at each Annual Meeting of the Council.
3.4.3. Terms of office shall begin at the close of the Annual Meeting.
3.4.4. No individual shall serve more than two (2) consecutive full three (3) year terms as a Director-at-Large.
3.5. CONFLICT OF INTEREST
The Board of Directors shall adopt and comply with a Conflict of Interest Policy covering disclosures required of Officers, Directors and employees as to direct and potential conflicts of interest between such individuals and the Council. The policy also must contain a method to reach a remedy for any conflicts. The Board shall cause such policy to be reviewed annually and each covered individual shall be required to complete and sign an annual disclosure form.
3.6. POWER, AUTHORITY AND ACCOUNTABILITY
The Board of Directors shall have full power and authority over the affairs of the Council, except as otherwise provided in these By-laws or by state statute. The Board shall engage in such activities so as to comply with its fiduciary duties as required under state and other applicable law.
3.7. PLACE OF MEETING
The Board of Directors may hold its meeting at the principal office of the Council, or at such other place or places within or without the State of New York as the Board of Directors may from time to time by resolution determine.
3.8. REGULAR MEETINGS
Regular meetings of the Board of Directors may be held without notice at such times as may be fixed from time to time by resolution of the Board of Directors.
3.9. SPECIAL MEETINGS
3.9.1. Special meetings may be called by the Chair of the Board or by the Secretary of the Board upon written request of at least twenty-five percent (25%) of the Board members.
3.9.2. Notice of the date, time, place, and specific purpose of the meeting shall be given to each member of the Board of Directors at least two (2) business days prior to the meeting. Notice shall be given orally, by fax, by e-mail or by mail.
3.9.3. No business shall be transacted except for that which the special meeting has been called.
3.10. WAIVER OF NOTICE.
Notice of meeting need not be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice.
3.11. ACTION BY THE BOARD OF DIRECTORS
A majority of the entire Board of Directors shall constitute a quorum for the transaction of business.
3.11.1. Each member of the Board shall be entitled to one (1) vote.
3.11.2. Unless otherwise designated by state statute, the Certificate of Incorporation of the Council or these By-laws, all matters shall be determined by a majority vote of Directors present at a meeting.
3.11.3. Proxy and/or absentee voting shall not be allowed.
3.11.4. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
3.11.5. Any one or more members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
3.12. ANNUAL REPORT
The Board of Directors shall present at the Annual Meeting of members a report verified by the Chair and Treasurer or by a majority of the Directors, showing in appropriate detail the following:
3.12.1. The assets and liabilities, including the trust funds, of the Council as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting.
3.12.2. The principal changes in assets and liabilities, including trust funds, during said fiscal period.
3.12.3. The revenue or receipts of the Council, both unrestricted and restricted to particular purposes during said fiscal period.
3.12.4. The expenses or disbursements of the Council for both general and restricted purposes, during said fiscal period.
3.12.5. The number of members of the Council as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period and a statement of the place where the names and places of residence of the current members may be found. This report shall be filed with the records of the Council and a copy thereof entered in the minutes of the proceedings of the Annual Meeting of members.
Article 4. - COMMITTEES
4.1. EXECUTIVE COMMITTEE AND OTHER STANDING COMMITTEES
The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other standing committees consisting of three (3) or more Directors. The standing committees shall have such authority as the Board shall by resolution provide, except that no such committee shall have authority as to the following matters: (a) submission to members of any action requiring members’ approval under the law; (b) the filling of vacancies in the Board or any committee; (c) the fixing of compensation of the Directors for serving on the Board or on any committee; (d) the amendment or repeal of the By-laws, or the adoption of new By-laws; or (e) the amendment or repeal of any resolution of the Board which by its terms, shall not be so amendable or repealable.
Any reference in these By-laws to the Board of Directors shall include the Executive Committee unless the context or express provision otherwise provides.
4.2. EXECUTIVE COMMITTEE
The Executive Committee shall consist of the Elected Officers as well as up to two (2) Directors-at-Large who are selected by the Chair and the CEO and then approved by the Board of Directors as indicated in Section 5.1 above. The Executive Committee shall exercise the authority of the Council Board of Directors between the meetings of the Board; provided that the Executive Committee shall not have authority with regard to those items listed in Section 5.1 above or to (a) adopt the budget; or (b) take action which is contrary to or a substantial departure from, the direction established by the Board or which represents a major change in the affairs, business, or policy of the Council.
4.3. Special Committees.
The Board of Directors may designate special committees, each of which shall consist of such persons and shall have such authority as is provided in the resolution designating the committee, except that such authority shall not exceed the authority conferred on the Executive Committee.
4.4. BOARD DEVELOPMENT COMMITTEE
There shall be a Board Development Committee consisting of not less than three (3) nor more than nine (9) members of whom two (2) shall be elected from the members of the Board of Directors. The remaining committee members shall be non-Board members. Committee members shall serve a three (3) year term. No person shall be eligible for re-election to the Board Development Committee until after the lapse of one term (3 years) from the end of their previous term. Members of the Board Development Committee shall be divided into three (3) classes for purposes of staggering terms of office with one class of committee members being elected by the members at the Annual Meeting. The Board Development Committee shall be responsible for identifying qualified individuals to become Elected Officers, Directors-at-Large and National Council Delegates and Alternates; recommending qualified nominees for such positions; conducting an annual evaluation of the Committee; facilitating an annual evaluation of the Board; facilitating Board training; and conducting such other duties and responsibilities as shall be designated by the Board of Directors. The CEO shall serve as an ex officio, non-voting member of the committee.
4.5. Manner of Acting.
The procedures and manner of acting of the Executive Committee and of the standing committees shall be subject at all times to the direction of the Board of Directors.
4.6. Alternate Members.
The Board of Directors may designate one (1) or more Director as alternate members of the Executive Committee or of any standing committee of the Board, who may replace any absent member or members at any meeting of such committee.
The quorum for meetings of any committee or task group shall be a majority of the members present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings
Article 5. - CHIEF EXECUTIVE OFFICER
The CEO shall be appointed by the Board of Directors of the Council to serve at its pleasure and shall serve as the chief administrator of the Council.
Article 6. - INDEMNIFICATION
6.1. Authorized Indemnification.
Unless clearly prohibited by law or Section 7.2 of this Article, the Council shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Council, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) is or was a Director or officer of the Council, or (b) in addition is serving or served, in any capacity, at the request of the Council, as a Director or officer of any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Council shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.
6.2. Prohibited Indemnification.
The Council shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
6.3. Advancement of Expenses.
The Council shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the Council, pay or promptly reimburse the Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the Council, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Section 7.2 of this Article. An Indemnified Person shall cooperate in good faith with any request by the Council that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.
6.4. Indemnification of Others.
Unless clearly prohibited by law or Section 7.2 of this Article, the Board of Directors may approve Council indemnification as set forth in Section 7.1 of this Article or advancement of expenses as set forth in Section 7.3 of this Article, to a person (or the testator or intestate of a person) who is or was employed by the Council or who is or was a volunteer for the Council, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Council in any capacity for any other Council, partnership, joint venture, trust, employee benefit plan or other enterprise.
6.5. Determination of Indemnification.
Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court the Board of Directors shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these By-laws. Before indemnification can occur the Board of Directors must explicitly find that such indemnification will not violate the provisions of Section 7.2 of this Article. No Director with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these By-laws.
6.6. Binding Effect.
Any person entitled to indemnification under these By-laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these By-laws with respect to any event, action or omission occurring prior to the date of such amendment.
The Council is not required to purchase Directors’ and officers’ liability insurance, but the Council may purchase such insurance if authorized and approved by the Board of Directors. To the extent permitted by law, such insurance may insure the Council for any obligation it incurs as a result of this Article or operation of law and it may insure directly the Directors, officers, employees or volunteers of the Council for liabilities against which they are not entitled to indemnification under this Article as well as for liabilities against which they are entitled or permitted to be indemnified by the Council.
6.8. Nonexclusive Rights.
The provisions of this Article shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreements on behalf of the Council with any Director, officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article, subject in all cases to the limitations of Section 7.2 of this Article.
Article 7. - MISCELLANEOUS
7.1. FISCAL YEAR
The fiscal year of the Council will be from October 1 to September 30 of each year.
7.2. Books and Records.
There shall be kept at the office of the Council (1) correct and complete books and records of account; (2) minutes of the proceedings of the members, the Board of Directors and the Executive Committee; (3) a current list of the Directors and officers of the Council and their residence addresses; (4) a list of record containing the names and addresses of all members; (5) a copy of these By-laws; (6) a copy of the Council’s application for recognition of exemption with the Internal Revenue Service; and (7) copies of the past three (3) years information returns to the Internal Revenue Service.
7.3. Loans to Directors and Officers.
No loans other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, shall be made by the Council to its Directors or officers, or to any other Council, firm, association or other entity in which one or more of its Directors or officers are Directors or officers or hold a substantial financial interest except as allowed by law.
The Council will obtain bond on such people and in such amounts as may from time to time be deemed necessary by the board of directors.
Title to all property shall be held in the name of the Council.
Article 8. - PARLIAMENTARY AUTHORITY
Roberts Rules of Order or any modification thereof may be the parliamentary authority of the Council.
Article 9. - AMENDMENTS
The By-laws may be amended:
a. by a two-thirds (2/3) vote of the voting members present at a Council meeting; or
b. by the Board of Directors by a two-thirds (2/3) vote and further provided that any such amendment to these By-laws so considered may not alter the governance structure of the Council.
9.2. CERTIFICATE OF INCORPORATION
The Certificate of Incorporation may be amended by the voting members of the Council. A majority of ballots shall approve amendments, provided that at least the number of members required for a quorum at the meeting votes in favor of the amendments.