Russian English

Bylaws of
United Russian American Association (URAA)

ARTICLE I. OFFICES

Section 1.01. Principal Office. The principal office of the Corporation in the State of Texas will be located in the City of Houston, County of Harris. The Corporation may have such other offices, either within or without the State of Texas as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

Section 1.02. Registered Office and Registered Agent. The Corporation will have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II. PURPOSES

Section 2.01. Organizational Purposes. The corporation is organized exclusively for charitable and educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code. The purposes of the Corporation will include providing better understanding between peoples of Russian Federation and the United States of America through cultural, educational, social, and charitable activities in the Houston metropolitan area. The Corporation is established as a permanent organization in Harris County, Texas seeking to enrich the local community through activities promoting learning about the Russian Federation, its reach cultural tradition and customs through broad community outreach. The Corporation may engage in any activities, which further its purposes.

No part of the net earnings of the Corporation shall inure to the benefit of any Director of the Corporation, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no Director or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaigning on behalf of any candidate for public office.

Notwithstanding any provision of these Bylaws, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501 (c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code and Regulations, as they now exist or as they may hereafter be amended.

Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE III. MEMBERSHIP

Section 3.01. Definition of Member and Membership Classes. A Member is any person who has paid dues as set forth in the Bylaws. The corporation shall have such classes of Members as may be determined by the Board. Each Member shall be entitled to one (1) vote on any matter to be determined by the Members of the Corporation. A complete list of Members by name only shall be made available to active Members.

A member in good standing must:

  • Complete a membership application form, and the application approved by the URAA, Board of Directors, or the Operating Committee
  • Pay annual membership dues. Annual dues for each class of membership shall be proposed by the URAA Operating Committee and approved by the URAA Board of Directors.
  • Abide with the Articles of Incorporation and Bylaws of URAA, Members shall receive full benefits of URAA, services, news bulletins, and correspondence.

The Association shall have the following classes of members:

  • Family Membership:
    Family membership shall include two adults and all dependent children.
  • Individual Membership (by a single person).
  • Student membership:
    A student member is defined as a person who is a full time student in a higher academic institution (above high school level). Persons with full time jobs shall not be considered full time students.
  • Special membership:
    Special Membership classes shall be conferred to persons who provide outstanding services or financial support to URAA:
    • Honorary Member: Honorary membership shall be conferred to a person who has provided outstanding service(s) to URAA in furtherance of its goals.
    • Lifetime Member: Any URAA Member whose total lifetime contributions to URAA exceed $10,000 shall become a Lifetime Member of the organization. These individuals shall retain their membership for URAA for lifetime and their names shall be listed on the official URAA stationary and website.
    • Contributing Member: Any URAA member who makes a contribution of $500 to $999 to URAA in a single calendar year shall receive the designation of the Contributing Member. This membership level shall be valid only for 5 calendar years. Should the member continue to contribute, the membership level shall be upgraded to the appropriate level reached.
    • Sustaining Member: Any URAA member who makes a contribution of $100 to $499 to URAA in a single calendar year shall receive the designation of the Sustaining Member. This membership shall be valid only for 3 calendar years during which the level is reached. Should the member continue to contribute, the membership level shall be upgraded to the appropriate level reached.
    • Founding Member: Any URAA member who participated in the establishing of URAA in 2005 in the state of Texas and make first contribution to establish the organization in the monetary or any other forms shall be considered a Founding Member. Founding Members shall be recognized by their names published on the website
  • Corporate Member: Special memberships may also be awarded to an organization that has provided outstanding financial support to URAA in furtherance of its goals. The Diamond, Gold, Silver, and Bronze level memberships shall be awarded to organizations and/or corporations who contribute to URAA at the following levels:
Diamond: $10,000 cumulative.
Gold: $5,000 or more in a single calendar year, valid for 5 years.
Silver: $2,500 or more annually.
Bronze: $1,000 or more annually.

Contributions could be in monetary form or in-kind. The value of assets offered in-kind is determined as fair market value on the date of contribution.

The President, The Operating Committee, or The Board of Directors can recommend and initiate action for the expulsion of any member whose activities are judged to be against the goals and purposes of URAA. The member shall be given a written notice at least 30 days before the expulsion becomes effective.

Section 3.02. Definition of a Quorum. Seventy-five percent (75%) of the Members entitled to vote at any meeting, either in person or by written proxy, shall constitute a quorum. Individual members are entitled to only one vote.

Family is entitled to two votes. Corporate members do not have voting rights.

Section 3.03. Annual Meeting of Members. The Annual Meeting of Members will be held on a date between April 1 and May 31 of each year (except the organizational year) for the purpose of soliciting nominations for the Board of Directors and for the transaction of other business as may come before the meeting. The Board of Directors will decide the date, time, and location for the holding of the Annual Meeting. The date, time, and location for the holding of the

Annual Meeting may be changed if petitioned by a quorum of the Members and approved by the Board of Directors.

Notice of the Annual Meeting of Members will be considered given by delivering written notice to each Member, either personally or by postal or electronic mail, at least ten days in advance of the scheduled meeting. If postal mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the Member at the address as it appears in the records of the Corporation, with postage prepaid. If electronically mailed, the notice of a meeting shall be deemed delivered when the message leaves the sending computer. In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.

Section 3.04. Special Meetings. The President or the Board of Directors may call special meetings of the Members from time to time. Notice requirements of special meetings are the same as for the Annual Meeting as described in Section 3.03.

ARTICLE IV. BOARD OF DIRECTORS

Section 4.01. General Powers. The affairs of the Corporation will be managed by its Board of Directors. All decisions of the Board will pass by majority vote of the Board, unless otherwise specified in the Bylaws. Boards responsibilities are:

Set the Mission and the Vision of the Organization

The Board is responsible for creating the organization's mission and purpose statements, and reviewing them periodically to be sure they fit well with the direction of the organization 's growth. The mission statement explains why the organization exists and who it exists to serve; the vision articulates a picture of the future that the organization hopes to create.

Create a Plan for the Organization

The Board is also responsible for working with staff and volunteers to create a strategic plan for the growth of the organization, including resources, staffing, programs, and other aspects of organizational development. Once a plan is created, the Board should help make sure the organization carries it out.

Determine Programs and Projects

The Board should take a broad perspective on projects and programs, being sure that the work of the organization is consistent with its mission and vision. The staff and volunteers are responsible for carrying out the programs, and the Board should support them and avoid micromanaging tasks and decisions.

Support and Evaluate the Director

The Board is also responsible for evaluating the performance of the organization's executive officer. For this task, it is important to have clear goals and expectations for the position. Generally, the Director is responsible for hiring, firing and evaluating all other staff. The Board should play a support role for the Director as he or she carries out this task and the other work of the organization.

Select the Director

One of the Board's biggest responsibilities is to hire the executive officer of he organization. The Board should come to consensus on a solid job description and clear expectations for the job, and then find the most qualified person for the position. The Board also has the responsibility to fire the Director when his or her leadership is no longer in the best interests of the organization.

Recruit, Train and Evaluate Board Members

The Board is responsible for its own growth and development, finding committed individuals to serve on the Board, and making sure that the final Board composition is balanced and appropriate. Experienced Board members should take the lead in training and orientation for new members. The Board is also responsible for self-evaluation, to be sure it is adequately carrying out its leadership role.

Build Strong Public Standing

The Board serves as the public face of the organization. Board members should promote the mission, vision and programs of the organization, and represent the organization positively to constituents, the media, and the general public.

Ensure Adequate Resources

The Board is responsible for making sure that the organization has adequate resources to carry out its work. This includes assisting with fundraising, but can also include seeking in-kind donations of equipment, materials, office space, volunteer assistance, training, educational materials, and so on.

Manage Resources Effectively

At the same time, the Board should be sure that the organization is using its resources efficiently. The Board must help develop and approve the annual budget, and be sure that proper financial controls are in place.

Maintain Integrity and Accountability

The Board is ultimately responsible for being sure that the organization maintains legal and ethical practices. Creating clear and effective by-laws, staff policies, evaluation methods and grievance procedures all help ensure accountability.

The URAA Board is ultimately responsible for the strategy and overseeing the performance of the URAA. Its focus is:

  • Cultural
  • Educational
  • Strategic, Developmental
  • Inter cultural
  • Oversight and control 501c3 governance

In support of this focus the following matters are reserved for the Board to approve or monitor:

  • Setting Direction
  • Cultural and Educational Activities
  • Vision, Mission, Values

Approve

  • Strategic Plans, as proposed by the Operating Committee
  • URAAs Annual Budget
  • Capital Expenditure and Investments budgets and any changes which result in aggregate expenditure or aggregate outstanding commitments being exceeded $10,000 Investments (i.e. acquisitions, disposals including assets or business activities, outsourcing arrangements) with a consideration/value over $2,000 Proposals involving another 501c3 organization
  • Any issues of major strategic importance to URAA
  • Appointment or removal of Directors and the Secretary

Oversight and Control

  • Cultural and educational performance
  • Operating and financial performance
  • Major changes to accounting practices
  • Internal controls (accounting and inventories)
  • Outside Relationships

Set relationship and carry out mission of external relationships with

  • The Russian Consulate
  • Other non-profit organizations
  • Mayors office
  • Local governments
  • Political and non-political groups
  • Public corporations
  • Community Support policy

Section 4.02. Regular Meetings. The Board of Directors shall provide for by resolution the number, date, time, and place for the holding of the annual and additional regular meetings of the Board. Notice will be considered given when the date, time, and place has been agreed upon and recorded in the minutes of that meeting or when provided by resolution. The Board will hold at least one regular meeting during each calendar year. Members shall have advance notice of all regular meetings of the Board, shall be allowed to attend all Board meetings, and shall have the minutes of all Board meetings made available for review.

Section 4.03. Special (Emergency) Meetings. Special meetings of the Board of Directors may be called at the request of two Directors or by the President. The persons who call special meetings of the Board may fix the time, place, and location of such special meetings. Decisions made at the meeting will be recorded in the minutes of the Board. The attendance of a Director at any meeting will constitute a waiver of notice of 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. Notice shall be given at least three (3) days prior thereto by oral or written notice delivered personally or sent by postal mail, electronic mail, or facsimile transmission to each Director at his or her address as shown by the records of the Corporation.

Section 4.04. Definition of a Quorum. The majority of all current Directors, but never less than three (3) will constitute a quorum for the transaction of business at any particular meeting of the Board. If less than a quorum of the Directors is present at any given meeting, the majority of those present may adjourn the meeting from time to time without further notice.

Section 4.05. Number, Tenure, and Qualifications. The Board of Directors will consist of five (5) elected Directors.

  • The President
  • Vice-president
  • Secretary
  • Free board member
  • The president of Operating Committee

During the first election of the Board of Directors, in 2005, five initial Directors will be elected. The three Directors receiving the most votes will hold office for a period of two years until the Installment of New Directors Meeting in 2007. The remaining two Directors receiving the most votes will hold office for one year, until the next Installment of New Directors Meeting in 2006. After the first election of the Board of Directors in 2005, each Director elected thereafter will hold office for two years until the first Installment of New Directors Meeting after the next Installment of New Directors Meeting, thereby providing for staggered terms. Directors must be Members of the Corporation and they need not be residents of Texas. Directors must be at least eighteen years of age and legally able to enter into contracts. Directors should not be involved in the activities which would create the conflict of interest.

Conflict of Interest: URAA is open for existing 501c3 organizations which would like to join and enjoy URAAs membership. If any of board members or any officers of above mentioned non-profitable organizations are also carrying out duties related to URAAs Board of Directors or Operating Committee, then those individuals should not accept any renumerations for services provided to URAA on behalf of their organizations. If their organizations are awarded with grant from URAA, URAAs Board of Directors should legitimately approve and record the transaction and disclose the members relationship to awarded organization. Any conflict of interest should be disclosed and eliminated.

Section 4.06. Removal. Any Director elected by the membership may be removed by the unanimous vote of the remaining Directors whenever in their judgment the best interests of the Corporation would be served by so doing, or by a majority vote of the membership if petitioned by a quorum of the membership.

Section 4.07. Vacancies. A vacancy in any directorship because of death, resignation, or otherwise, may be filled by the remaining Board of Directors for the unexpired portion of the term by a majority vote of the remaining Directors.

However, vacancies need not be filled unless such a vacancy would result in fewer than three Directors remaining on the Board.

Section 4.08. Nominations and Elections. Nominations and elections will be conducted according to the procedures listed in the URAA Election Policies. All changes in the Election Policies must receive a four-fifths (4/5) vote of the Board.

Section 4.09. Directors. Five (5) Directors will be elected the first year by the voting membership. Each Member may vote for up to five (5) nominees for the Board of Directors during the first election of the Board. After the first year, each Member may vote for as many Directors as positions are open for that year. Cumulative voting will not be permitted (i.e., a Member may not cast more than one vote per nominee).

Section 4.10. Voting Member. A Voting Member (a Member who is qualified to receive a ballot) is a Member as defined in Section 3.01.

Section 4.11. Nominees. Nominees must be voting Members. A nominee must be nominated and seconded by voting Members of the Corporation, with all three names duly recorded.

Section 4.12. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 4.13. Informal Action by Directors. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Directors. Each written consent shall be delivered, by hand or certified mail, return receipt requested, to the Secretary or other officer or agent of the Corporation having custody of the Corporations minute book(s), and shall be duly recorded.

A written consent signed by less than all of the Directors is not effective to take the action unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this Section, a consent or consents signed by all of the Directors is delivered to the Corporation as provided by this Section. For purposes of this section, a telegram, telex, cablegram, electronic mail, or similar transmission by a Director or a photographic, xerographic, facsimile or similar reproduction of a document signed by a Director shall be regarded as signed by the Director.

Section 4.14. Installment of New Directors. The Installment of New Directors Meeting will be held within 30 days following the Annual Meeting of the Members. The incumbent Board of Directors will decide the time, place, and location for the holding of such Meeting.

Section 4.15. Indemnification. The Corporation may indemnify and advance reasonable expenses to directors, officers, employees and agents of the Corporation to the fullest extent required or permitted by Article 2.22A of the Texas Non-Profit Corporation Act, subject to the restrictions, if any, contained in the Corporations Articles of Incorporation.

The Corporation shall have the power to purchase and maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by Article 2.22A of the Texas Non-Profit Corporation Act.

ARTICLE V. OFFICERS AND OPERATING COMMITTEE

Section 5.01. Officers. The officers of the Corporation include a President of the Board, a Secretary of the Board, a President of Operating Committee, a Treasurer of Operating Committee and a Secretary of Operating Committee, and such other officers as may be elected or appointed in accordance with the provision of this Article.

Section 5.02. Election and Term of Office. The officers from the Board will be elected annually by the Board of Directors and the officers from the Operating Committee will be elected by Operating Committee members also annually at the Installment of New Directors Meeting. The President and the Treasurer will be elected from among the Board of Directors. Each officer will hold office until his/her successor has been elected or appointed.

Section 5.03. Removal. Any officer elected or appointed by the Board of Directors may be removed by a twothirds majority of the Board of Directors whenever in its judgment the best interest of the Corporation would be served by so doing. Any officer elected or appointed by the Operating Committee may be removed by a two-thirds majority of the Operating Committee whenever in its judgment the best interest of the Corporation would be served by so doing.

Section 5.04. Vacancies. A vacancy in any office because of death, resignation, or otherwise, may be filled by the Board of Directors or the Operating Committee for the unexpired portion of the term.

Section 5.05. Operating Committee.

President:

The President shall be a member ex-officio of all committees and the Board of Directors. The President shall designate the chairman of all committees; shall represent the organization; shall preside over all Members Meetings except elections, and perform such other duties as they usually pertain to the office of the President. The President shall lead the implementation of the programs, resolutions, and policies adopted by the Board of

Directors and URAA.

The president shall chair the Executive Committee meetings and will cast the deciding vote in case of a tie.

The President shall authorize all expenditures, whether by cash, check, promissory note, or any other means. The Board of Directors shall set the annual spending limit and budget of the President.

The President, at his/her discretion, may authorize the Treasurer to sign URAA checks, promissory notes, or any other vehicles not to exceed a limit decided by the President. Both the Presidents and the Treasurers signaturesshall be required for amounts above this limit.

The recommendation of the President and the approval of the Board of Directors can dismiss any two Operating Committee members. The President may also create and/or fill a maximum of two positions for the Operating Committee upon approval by the Board of Directors.

The President may assign additional responsibilities and duties for each of the Operating Committee members.

Deputies:

The Deputies shall assist the President in the performance of his/her duties. The President shall be responsible for defining the authority and responsibilities of the Deputies. In the absence of the President, one of the Deputies may be assigned to deputize the President.

Treasurer:

The Treasurer shall handle all funds of the organization, shall keep complete and accurate record of the receipts and disbursements, prepare annual income/loss and asset/liability statements in line with the generally accepted accounting principles, and report at the Board and URAA Members meetings when necessary.

The operating funds of the organization shall be deposited in a bank in the name of this organization, URAA. The Treasurer or the President may only disburse from the operating funds.

The Treasurer shall be authorized to make expenses, sign checks, promissory notes, or any other vehicles for expenses not to exceed a limit authorized by the President. Both the Presidents and the Treasurers signatures shall be required for amounts above this limit.

Secretary:

The Secretary shall handle all official correspondence, file all records and communications. The Secretary shall record all of the proceedings of the Operating Committee, the Board of Directors, and General Assembly meetings and receive all reports and recordings of committees. The secretary shall process and file all business correspondence and documents, that comes before him/her and is disposed of by the URAA organization, and shall act as a member ex-officio of all committees.

The Secretary shall file with the responsible authorities and follow through all income tax return documents prepared by the Treasurer.

Social/Cultural Vice President:

Social/Cultural VP shall be responsible for presenting the Russian culture and art to the Houston community in general. Activities such as the Russian language classes, Russian artists exhibitions, concerts, cultural gatherings, lectures and others as agreed by the Operating Committee shall be conducted.

Community Assistance Vice President:

Community Assistance VP shall be responsible of organizing all charitable, religious, and basic assistance activities of URAA in compliance with the Section 501(c) (3) of the Internal Revenue Code (IRC)

Publicity Vice President:

The Publicity VP shall be responsible for raising the awareness of the URAA Members and the general public of URAA and its activities. These shall include but not limited to the cultural and educational festivals such as the Russian Festival, the days of importance for Russian Americans (Republic Day, Womans Day, Victory Day, Fourth of July), and Religious Holidays and Festivals (Pasxa, Kresheniye, Thanksgiving).

Fund Raising Vice President:

The Fund Raising VP shall be responsible for raising funds and receiving donations from the URAA Members, corporations, and others for charitable, religious, scientific, library, or educational activities of URAA in compliance with the Section 501(c) (3) of the Internal Revenue Code (IRC).

Marketing Vice President:

Marketing VP shell be responsible for marketing matters for all possible events planned and proposed by URAA.

She/he shell be responsible for membership drive and well-known presence of URAA in Houston community.

His/her duties shell not be limited to marketing and promotion in the Houston metropolitan area.

Website and Communications VP:

Website & Communication VP shell be responsible for website maintenance and update. It also includes development of all possible means of communication with the members and public. It includes bulletin and community boards and different electronic engines of communication. His/her duties shell not be limited to above mentioned sources.

Design and Printing VP:

Design and Printing VP shell be responsible for the design of promotional and marketing materials, help with the design of the website and other means of interaction with the general public. He/she shell be responsible for bulk printing of brochures, flyers, marketing and fundraising packages. His/her duties shell not be only limited to the above list.

Members Assigned by the President:

The President shall be responsible for defining the authority and responsibilities of the Operating Committee members he/she assigns.

ARTICLE VI. COMMITTEES

Section 6.01. Committees. The Operating Committee may designate and appoint committees or individual Members to coordinate functions of the Corporation.

ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS, MEMBERSHIPS, AND FUNDS

Section 7.01. Contracts. The Operating Committee and Board of Directors may authorize any officer or officers, agent or agents of the Corporation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 7.02. Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation must be signed by such officer(s) or agent(s) of the Corporation and in such manner as is, from time to time, determined by the Board of Directors and the President of Operating Committee. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or assistant treasurer and countersigned by the President or a Vice-President of the Corporation.

Section 7.03. Deposits. All funds of the Corporation must be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Operating Committee may select.

Section 7.04. Gifts. The Board of Directors or the Operating Committee may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.

Section 7.05. Memberships. The Corporation may enter into memberships and other affiliations as determined by the Board of Directors.

Section 7.06. Operating Funds and Reserve Account. The Operating Committee is responsible for managing operating funds. The president of Operating committee shell be informed on all matters related to monetary funds by the Treasurer. The Board can create a Reserve Fund to provide the emergency funds for shortfalls in operating revenues as soon as the size of the organization reaches the critical mass.

ARTICLE VIII. MEMBERSHIP DUES

Section 8.01. Collection of Dues. The Corporation will collect dues in an amount and manner according to policies determined by the Board of Directors.

ARTICLE IX. BOOKS AND RECORDS

Section 9.01. Books and Records. The Corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Board of Directors and Operating Committee. The Treasurer will keep the financial records, which will include a general journal and general ledger. A financial statement, consisting of a balance sheet and statement of revenues and expenses, will be submitted to the Board of Directors and Operating Committee at their regular meetings, and to the membership yearly.

Section 9.02. Internal Audits. The Board of Directors shell perform an yearly internal audit of all accounting books and inventories.

Section 9.03. External Audits. The Board of Directors shell be responsible for inviting external auditors to perform audits when the assets of the Corporation is reaching the critical mass.

ARTICLE X. FISCAL YEAR

Section 10.01. Fiscal Year. The fiscal year of the Corporation will be from July 1 through June 31.

ARTICLE XI. WAIVER OF NOTICE

Section 11.01. Waiver of Notice. Whenever any notice is required to be given under the provisions of the TexasNon-Profit Corporation Act, or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation,such notice can be prospectively or retroactively waived in a signed document by any person entitled to such notice.

ARTICLE XII. AMENDMENTS TO THE BYLAWS

Section 12.01. Amendments. Any Voting Member of the Corporation may propose amendments to these Bylaws. The proposed amendment(s) will be approved for voting either by the Board of Directors or by petition of a quorum of the membership. The proposed amendment(s) and the date of the voting will be made available in writing by postal or electronic mail at least two (2) weeks prior to the deadline for voting. The proposed changes will take effect if passed by a 2/3 majority vote of the membership, including proxies, at any Members meeting which has a quorum. These Bylaws may also be altered, amended, or repealed by a 4/5 majority of all the current Directors at any regular meeting, or at any special meeting, if at least three days written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting.

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