| Bylaws
of the Intermodal Association of North America
(Adopted December 1,
1991; Last Amended August 6, 2001)
ARTICLE I — Name, Nature
and Location
Section 1 – Identity
The name of the corporation is INTERMODAL ASSOCIATION OF NORTH AMERICA, INC.,
a nonprofit membership corporation pursuant to the laws of the State of Delaware
(the "Association"). (revised 9/16/92)
Section 2 – Principal
Offices (title adopted 9/16/92)
The office of the Association in the State of Delaware shall be located at
1209 Orange Street in the City of Wilmington, County of New Castle. The Association
may establish and maintain offices at such places, within and without the
State of Delaware, as may be designated from time to time by the Board of
Directors.
ARTICLE II — Definitions
Section 1 – Definition
of Marketing Company
The term "intermodal marketing company" as used herein, includes any entity
which, as its primary business enterprise, acts as a shipping intermediary,
which arranges, purchases, and sells intermodal freight shipments. (revised
9/16/92)
Section 2 – Definition
of Railroad
The term "railroad" as used herein, includes any rail common carrier which,
as a business enterprise, provides intermodal rail transportation and associated
intermodal terminal services. (revised 9/16/92)
Section 3 – Definition
of Stacktrain Operator
The term "stacktrain operator" as used herein, includes any entity which,
as a business enterprise, provides intermodal stacktrain transportation and
which sells, at a minimum, ramp-to-ramp freight delivery.
(revised 9/16/92)
Section 4 – Definition
of Intermodal Trucker
The term "intermodal trucker" as used herein, includes any entity which,
as its primary business enterprise, provides truck transportation of freight
which has a prior or subsequent movement by another mode of transportation.
(revised 9/16/92)
Section 5 – Definition
of Highway Carrier
The term "highway carrier" as used herein, includes any entity which, as
its primary business enterprise, provides truck transportation of freight
other than that which has a prior or subsequent movement by another mode
of transportation. (revised 9/16/92)
Section 6 - Definition
of Water Carrier
The term "water carrier" as used herein, includes any entity which, as a
business enterprise, provides transportation by water of freight which has
a prior or subsequent movement by another mode of transportation. (revised
9/16/92)
Section 7 – Definition
of Supplier
The term "supplier" as used herein, includes any entity which, as a business
enterprise, provides products or services to any member of this Association.
(revised 9/16/92)
Section 8 – Definition
of Associate Member
Associates are non-voting members of the Association, and consist primarily
of customers of the various divisions of the intermodal transport industry,
as well as academics, journalists, students, and others specializing in the
field in some professional capacity. Associate membership in these later
circumstances is granted on an individual basis, and cannot be conveyed to
another individual or corporate entity.
(adopted 7/2/99)
Section 9 – Definition
of At-Large Member
At-large members are non-voting members of the Association, and consist of
individuals who are currently employed by Association members in good standing,
but are not the designated voting member from the member company. At-large
memberships are accepted on an individual basis and are non-transferable
between member organizations. At-large memberships are internally transferable
within the same member organization. (adopted 8/6/01)
Section 10 – Definition
of Voting Member
The term "voting member" shall include any entity identified in Article II,
Sections 1 through 7 who properly applies for and is accepted for membership
in the Association. (revised 9/16/92)
Section 11 – Definition
of Non-Voting Member
The term "non-voting member" shall include any entity or individual, other
than those identified in Article II, Sections 8 and 9, that is interested
in the well being and development of the intermodal industry and who properly
applies for and is accepted for membership in the Association. (revised 9/16/92,
8/6/01)
Section 12 – Miscellaneous
The term "member," when used in these bylaws without a qualifying word, shall
refer to "voting member". (revised 9/16/92)
ARTICLE III — Membership
Section 1 – Divisional
Structure
The Association shall have five divisions. Each Voting Member shall be assigned,
upon applying for membership, its proper division. The rights and privileges
of members in each division shall be equal. The divisions are: Rail, Water,
Motor Carrier, Intermodal Marketing Company, and Supplier. The decision of
the Board of Directors of the Association shall be binding as to Member placement
within divisions and subdivisions. (revised 9/16/92, 7/2/99)
Section 2 – Membership
An entity may apply for membership by filling out the prescribed application
and paying the prescribed dues. At the time of such initial application,
the applicant must designate the representative within the entity who is
appointed to exercise its vote in the affairs of the Association. Membership
does not require participation in any committee or program of the Association
or operating under its auspices.
(revised 9/16/92)
Section 3 – Voluntary
Cancellation of Membership (title adopted 7/2/99)
Members choosing to cancel membership in the Association must do so in writing
or electronic transmission to the Association offices. No monies shall be
refunded upon membership cancellation.
(revised 9/16/92, 7/2/99)
Section 4 – Expulsion
of Members
A Member may be expelled upon the recommendation of the Board of Directors
and a two-thirds (2/3) vote of the membership. Grounds for such expulsion
shall be a substantial violation of the provisions of the Certificate of
Incorporation or these Bylaws. Prior to expulsion, the Member shall be given
notice of the proposed action and reasons supporting it. If, after thirty
days of the mailing of such notice, the Member has not corrected the violation
to the satisfaction of the Board of Directors, the vote by the membership
shall be called for and taken. If expulsion thereafter occurs, the expelled
Member shall be deemed to have waived and released all interest in the Association
and its assets. (revised 9/16/92)
ARTICLE IV — Dues
Section 1 – Establishment
of Dues
All Members in good standing shall pay annual dues to the Association, based
upon a twelve (12)-month membership cycle, with a membership anniversary
date of the first day of the month joined. Annual membership dues are established
by the IANA Board, and are subject to adjustment.
(revised 9/16/92, 7/2/99)
Section 2 – Lapse of Membership
(title adopted 7/2/99)
Failure to pay dues within thirty days of membership expiration date, determined
to be twelve months from the date joined as specified in Section 1, shall
result in termination of membership and discontinuance of all membership
benefits as conferred by the Association. Benefits include, but are not limited
to, favorable pricing on IANA products, services, and publications, use of
the IANA logo and other signifiers of professional affiliation with the Association
and its activities. (adopted 9/16/92, revised 11/30/95, 7/2/99)
Section 3 – Re-Application
for Membership
Any Member whose membership is terminated pursuant to Section 2 of Article
IV, shall not be entitled to a renewed membership except upon the condition
that it pay, in addition to its current membership dues, any dues which were
unpaid at the time of its prior administrative termination. This section
shall not apply to any prior dues obligation which has been the subject of
bankruptcy court discharge. (adopted 9/16/92)
ARTICLE V — Meetings
of the Members and Voting Powers
Section 1 – Annual Meetings
The annual meeting of the Members shall be held during the second half of
each year unless otherwise fixed by the Board of Directors. Notification
of the exact date and location of the meeting shall be given to each Member
at least twenty (20) days before the time appointed for the meeting. (revised
8/2/94, 7/2/99)
Section 2 – Divisional
Meetings
A Division may hold meetings of its members for any purpose consistent with
that of the Association provided that such meeting does not conflict with
any meeting of the Association. Notification of the exact date and location
of the meeting shall be given to each Member in good standing of the Division
at least twenty (20) days before the time appointed for the meeting. (revised
8/2/94, 1/1/98)
The Division's Members
of the Association's Board of Directors may designate from their number a
Chairman of the Division to preside over said Divisional meetings and to
act as the Division's liaison with the Association. (revised 7/2/99)
Section 3 – Call of Special
Meetings
Special meetings of the members of the Association may be called by the Board
of Directors at their discretion and/or upon the written request of ten percent
(10%) of the membership of the Association. Notification of the exact date
and location of the meeting together with a statement of the subject or subjects
to be considered shall be given to each Member at least twenty-one (21) days
before the time appointed for the meeting. (revised 9/16/92)
Section 4 – Quorum for
Transaction of Business
Except as otherwise provided by the laws of the State of Delaware, the Certificate
of Incorporation or these Bylaws, fifteen percent (15%) of those members
of the Association eligible to vote and in good standing, present in person
or by proxy, at any duly called meeting of the members shall constitute a
quorum and the affirmative vote of the majority of those members shall suffice
to take any action or transact any business thereat. (revised 9/16/92)
Section 5 – Voting Members
Except as provided in Article V, Section 7 hereof, each Member shall have
one vote upon any resolution or other matter presented for action by the
members. (revised 9/16/92)
Section 6 – Voting Representatives
A voting Member shall exercise its vote through the appointment of a full-time
employee or officer as its Representative in the affairs of the Association.
Subsection 6.1 – Designation
of Voting Representative
The Member may, from time to time, change the identity of its Representative
by written communication to the Association. (revised 7/2/99)
Section 7 – Non-Voting
Members
A non-voting Member is not entitled to vote in the affairs of the Association.
Section 8 – Proxy Voting
A Member may authorize someone in lieu of its Representative to cast its
vote by written proxy executed by its Representative or chief executive officer.
All proxies shall be submitted in a form prescribed by the Board. Irregular
proxies shall not be counted. No proxy shall be voted beyond the date of
expiration appearing on its face, or lacking such, more than one year from
its date of execution. (revised 8/2/94)
ARTICLE VI — Board
of Directors
Section 1 – Authority
(title adopted 9/16/92)
The property, business, and the conduct of the affairs of the Association
shall be managed by the Board of Directors.
Section 2 – Structure
The Board shall be composed of sixteen (16) Members consisting of two directors
elected by each division, three directors elected from the membership at-large,
and three directors appointed by a Nominating Committee as defined in Article
VI, Section 3.3. The directors shall be divided into three classes. The term
of office of each class shall expire in a different calendar year. (revised
9/16/92, 7/2/99)
Section 3 – Nomination
to Office
Subsection 3.1 – Division
Nominations
A person wishing to be nominated from the Division will obtain a nominator
and a second from those qualified in the nominee's Division as herein described
and will present a Nomination in writing, executed by the nominator and second,
to the President of the Association not later than ninety (90) days prior
to the next Annual Meeting of the Association. The nomination shall be on
a form, or in a substantially such format, as approved by the President of
the Association. Notice of those nominated will be provided to the Members
of each Division within ten (10) days of the closing date for receipt of
nominations
(revised 8/2/94, 1/1/98, 7/2/99, 11/15/00)
The person nominated must
be employed full-time by or be an officer of a Member of the Division in
which the nominee seeks office and the designated Voting representative of
the Association Member Company.
(revised 11/15/00)
Both the nominator and
the second must be members of the division in which the nominee seeks election
as well as the authorized voting appointee of the Member making the nomination.
The nominator and second may only act in support of a single nominee at any
one election. (revised 8/31/93)
In the event that a division seat on the Board of Directors does not have
a nominee at the close of the period provided for nominations herein above,
then the Nominating Committee, as defined in Article VI, Section 3.3, shall,
by majority vote, nominate a qualified member. Such nomination shall be completed
and communicated to the President of the Association within seven (7) working
days following the closing date for receipt of nominations as provided herein
above. (revised 8/2/94, 1/1/98, 7/2/99)
Subsection 3.2 – At-Large
Nominations
A person wishing to be nominated from the Membership at-large will obtain
a nominator and a second from any voting Member and will present a Nomination
in writing, executed by the nominator and second, to the President of the
Association not later than ninety (90) days prior to the next Annual Meeting
of the Association. The nomination shall be on a form, or in a substantially
such format, as approved by the President of the Association. Notice of those
nominated will be provided to the membership at-large within ten (10) days
of the closing date for receipt of nominations. (revised 11/15/00)
The person nominated must
be employed full-time by or be an officer of a Member entity and the designated
Voting representative of the Association Member Company. (revised 11/15/00)
Both the nominator and
the second must be the authorized voting appointee of the Member entity making
the nomination. The nominator and second may only act in support of a single
nominee at any one election.
In the event that an At-Large
seat on the Board of Directors does not have a nominee at the close of the
period provided for nominations herein above, then the Nominating Committee,
as defined in Article VI, Section 3.3, shall, by majority vote, nominate
a qualified member. Such nomination shall be completed and communicated to
the President of the Association within seven (7) working days following
the closing date for receipt of nominations as provided herein above. (adopted
7/2/99)
Subsection 3.3 – Appointment
to the Board
A Nominating Committee, consisting of the current Association officers and
the immediate past Chairman and his predecessor will appoint three Directors
to the Board. The Appointments will be made within ten (10) days of the close
of the election period and announced with the official election results.
(adopted 7/2/99)
Subsection 3.4 – Seat
Assignments for Multiple Candidates (title adopted 7/2/99)
In the event there are multiple candidates for multiple seats, the nominee
gaining the greatest number of votes shall be entitled to the seat having
the largest number of unexpired years remaining. The remaining seats shall
be filled in an identical manner. At no time may a nominee run for more than
one seat.
(revised 8/31/93, 7/2/99)
Section 4 – Election to
Office (title adopted 7/2/99)
Within twenty (20) days of the closing date for receipt of nominations, an
official ballot will be mailed by the President of the Association to all
qualified Voting Members. Balloting will remain open for thirty (30) calendar
days from the date on the ballot. (revised 1/1/98, 7/2/99)
All ballots must be postmarked
within this thirty (30) day period. Only ballots received at the designated
return address for such ballots and determined to be in good order will be
counted.
The official election results will be reported by the President of the Association
within fourteen (14) calendar days of the close of the election period. (adopted
8/2/94)
Section 5 – Length of
Terms and Limitations (title adopted 7/2/99)
Directors elected shall hold terms expiring three years after election. For
the election year of 2000 only, the Directors elected to the At-Large seats
and appointed by the Nominating Committee shall be divided into three classes.
Class I will serve for one (1) year; Class II will serve for two (2) years;
Class III will serve for three (3) years. The term of each class shall expire
in a different calendar year. (adopted 7/2/99)
New Directors, elected
in accordance with the provisions of this Article, shall take office at first
scheduled Board meeting following announcement of the official election results
as required by Section 4 of this Article. (adopted 12/6/94, revised 7/2/99)
Directors shall serve
no more than two consecutive terms. The maximum number of Directors from
any Division shall be four (4). (adopted 7/2/99, revised 11/15/00)
Section 6 – Qualification
of Directors
Directors shall serve without compensation and must be the designated Voting
representative of the Association Member Company. In no event shall there
be more than one representative of a Member entity or its affiliate elected
or appointed to the Board of Directors. (revised 9/16/92, 11/15/00)
Section 7 – Vacancies
Among Directors
A membership on the Board shall become vacant through resignation of the
Director; resignation or expulsion of the Member of which the Director is
a representative; a change of employment of the Director which places him
in the employment of a non-member or a Member which is a part of a Division
different from that of the Director's immediate past employer; lapse or voluntary
cancellation of membership by a Director's company per Article IV; or the
legal or physical incapacity of the Director to carry out his/her duties
of office. In the event of such a vacancy, a Director shall be appointed
to serve the remaining unexpired balance of the departing Director's term,
as provided by Section 8 of this Article.
(revised 9/16/92, 7/2/99)
Section 8 – Filling Vacancies
A vacancy in a Division or At-Large seat will be filled by the candidate
having the second largest number of votes during the most recent election.
In the event this candidate is not able or willing to fill the vacancy, the
Nominating Committee will fill the vacancy through appointment.
A vacancy in an appointed
seat will be filled through appointment by the Nominating Committee.
(adopted 9/16/92, revised 7/2/99)
Section 9 – Meetings of
the Board (title adopted 7/2/99)
Regular meetings of the Board of Directors may be convened throughout the
year, as necessary. A meeting shall be convened during the annual meeting
of the Association to transact all business coming before the meeting. A
quorum for any meeting of the Board shall be a simple majority of the then
serving Directors. (revised 9/16/92, 7/2/99)
Subsection 9.1 – Special
Meetings of the Board
Special meetings of the Board of Directors shall be called upon the written
request of eight (8) Directors. A quorum for any special meeting shall be
a simple majority of the then serving Directors.
(revised 9/16/92, 7/2/99)
Section 10 – Power to
Act
At any meeting of the Board of Directors at which a quorum is present, a
simple majority of the Directors attending shall constitute an act of the
Board of Directors. (revised 9/16/92)
Section 11 – Board Action
Without Meeting
Except as otherwise provided by the laws of the State of Delaware, the Certificate
of Incorporation or these Bylaws, any action which may be taken at a meeting,
may be taken without a meeting. Matters may be submitted to the Board of
Directors by the Chairman, through electronic transmission or teleconference,
and the Directors may respond in like manner. A simple majority of the members
of the Board shall be necessary to constitute the act of the Board of Directors
in matters acted upon pursuant to this section.
(revised 9/16/92, 7/2/99)
ARTICLE VII — Committees
Section 1 – Administrative
Committees of the Board
The Association shall establish the following administrative committees:
Bylaws Committee; Finance Committee; Nomination/Compensation Committee; and,
Policy Committee. Membership on the Bylaws, Finance and Nomination/Compensation
Committees is limited to members of the Board of Directors. The board may,
at its sole discretion, eliminate any committee or create additional committees.
(revised 8/2/94, 2/20/96)
Section 2 – Cross-functional
Committees
The Association shall establish the following cross-functional committees:
Electronic Business Solutions; Intermodal Interchange Executive Committee;
Uniform Storage and Detention Code Committee; Public Relations Committee;
Conference Planning Committee; Legislative Committee; and, Operations Committee
to include safety functions. Except for the Intermodal Interchange Executive
Committee and Uniform Storage and Detention Code Committee, whose structure
is governed by their respective agreements, membership on these cross-functional
committees shall consist of representatives of any voting or non-voting Member
of the Association. (revised 8/2/94, 2/20/96)
Section 3 – Chairmanships
Chairs of the committees in Sections 1 and 2 of this Article shall be appointed
annually by the Chairman of the Board of Directors to serve one year terms.
Each committee Chair shall nominate an appropriate roster of committee members
to the Association Chairman who shall then appoint committee members for
a term of one year. Committee Chairs shall have the option of re-nominating
Committee members for additional terms. Each committee chair shall be responsible
for coordinating the committee's activities with the President of the Association
and reporting upon same to the Board at least once annually.
(revised 9/16/92, 7/2/99)
Section 4 – Additional
Committees
The Board of Directors may create such other committees as they determine
to be appropriate and may delegate to any committee such powers and duties
as they deem advisable. (revised 9/16/92)
ARTICLE VIII — Officers
Section 1 – Administrative
Structure
The Board of Directors shall elect, by secret ballot, a Chairman, a Vice-Chairman
and a Secretary/Treasurer at the Directors initial meeting following the
annual election of Directors.
(revised 8/2/94)
Section 2 – Qualifications
for Office
The candidates for each position will have served on the Board for a minimum
of 180 days from the date of taking office as defined in Article VI, Section
5 — Start of Terms. (adopted 8/2/94, revised 11/30/95) Section 3 – Election
Procedures
The nomination of a candidate or candidates for each office in the year forthcoming
will be submitted in writing by the nominator and a second from among the
Members of the Board at least fourteen (14) days prior to such meeting where
the election will occur. The President of the Association will notify the
Board of the official slate of officer candidates at least seven (7) days
prior to the meeting where the election will be held. Nomination of candidates
to office shall not be permitted at the Board meeting where officers will
be elected. (revised 8/2/94)
The Board may also appoint
such other officers as it deems necessary and may delegate to said officers
such powers and duties as they deem appropriate. Other than the President,
all officers shall be current members of the Board of Directors. (revised
9/16/92)
Section 4 – Chairman
The Chairman of the Board shall preside at meetings of the Association. He
or she shall be a member ex-officio of all committees and shall be vested
with the principal executive authority of the Association.
(revised 9/16/92)
Section 5 – Vice Chairman
Should the Chairmanship become vacant through resignation of the Chairman,
resignation or expulsion of the Member of which the Chairman is a representative,
or the legal or physical incapacity of the Chairman to carry out his/her
duties of office or the temporary absence, disqualification, recusal, or
inability to act, the Vice Chairman shall perform the duties of the office
of Chairman for: (i) the duration of the temporary absence or disability
or (ii) the remainder of the year and until the next election of officers
as set forth in Section 1 of Article VIII. (revised 9/16/92)
Section 6 – Secretary/Treasurer
The Secretary/Treasurer shall be Chairman of the Finance Committee and shall
oversee and account for all monies received and disbursed by the Association
and shall take the minutes of the Board of Directors and execute such documents
as may require his/her signature in the capacity of Secretary of the Association.
The Secretary/Treasurer may appoint an Assistant Secretary of the Association
from the Association's professional staff and may delegate such ministerial
duties to said Assistant Secretary as may be appropriate. (revised 9/16/92)
Section 7 – Limitation
Upon Terms of Office
The elective offices of the Association shall never have more than one office
contemporaneously held by representatives from the same division. Each officer
shall serve no more than two consecutive terms in any individual office.
(adopted 8/31/93)
Section 8 – President
The Board of Directors shall appoint and hire a staff director who shall
serve as President of the Association. The terms of employment and compensation
for the President shall be set by the Board of Directors. Subject to the
authority of the Board of Directors, the President: shall be responsible
for the administration of the ordinary business affairs of the Association;
shall be the Association's liaison with governmental organizations, including
Congress and administrative agencies of the federal government; shall keep
and file in the Association general offices, minutes of the meetings of the
members, the Board of Directors and its Committees; shall attest to, on behalf
of the Association, contracts and instruments executed in its name or on
its behalf, subject to the prior approval of or in accordance with existing
policies adopted by the Board of Directors; shall perform such other duties
as may be required by the Board of Directors or requested by its officers
in pursuit of their duties on behalf of the Association. (revised 9/16/92)
Section 9 – Vice-President
In the absence of the President, and on instructions of the Chairman of the
Board, the Vice-President shall perform the duties of the President; 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 duties as
from time-to-time may be assigned to him by the President or by the Board
of Directors. (adopted 2/20/96)
ARTICLE IX — Indemnification
Section 1.
(a) The Association shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Association) by reason of
the fact that he or she is or was a director, officer, employee, or agent
of the Association, or is or was serving at the request of the Association
as a director, officer, employee or agent of another association, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Association, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
Association, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
(b) The Association shall
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the Association to procure a judgment in its favor by reason of
the fact that he or she is or was a director, officer, employee or agent
of the Association, or is or was serving at the request of the Association
as a director, officer, employee or agent of another association, partnership,
joint venture, trust, or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Association and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Association unless and only
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in the view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper.
(c) To the extent that
a director, officer, employee or agent of the Association has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsection (a) and (b) of this Section or in defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her
in connection therewith.
(d) Any indemnification
under subsections (a) and (b) of this Section (unless ordered by a court)
shall be made by the Association only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in subsections (a) and (b) of this Section.
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the members.
(e) Expenses incurred
by an officer or director in defending a civil or criminal action, suit or
proceeding may be paid by the Association in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the Association
as authorized in this Article. Such expenses incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the
Board of Directors deems appropriate.
(f) The indemnification
and advancement of expenses provided by, or granted pursuant to, the other
subsections of this Article shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any Bylaw, agreement, vote of members or disinterested directors
or otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office.
(g) The Association shall
have power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Association or is
or was serving at the request of the Association as a director, officer,
employee or agent of another association, partnership, joint venture or trust
or other enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Association would have the power to indemnify
him or her against such liability under this Article.
(h) For purposes of this
Article, references to "the Association" shall include, in addition to the
resulting Association, any constituent Association (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify
its directors, officers, employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent Association,
or is or was serving at the request of such constituent Association as a
director, officer, employee or agent of another association, partnership,
joint venture, trust or other enterprise, shall stand in the same position
under this Article with respect to the resulting or surviving Association
as he or she would have with respect to such constituent Association if its
separate existence had continued.
(i) For the purposes of
this Article references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include excise taxes assessed on a person
with respect to any employee benefit plan; and references to "serving at
the request of the Association" shall include any service as a director,
officer, employee or agent of the Association which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner not opposed to the best interests
of the Association as referred to in this Article.
(j) The indemnification
and advancement of expenses provided by, or granted pursuant to this Article
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefits of heirs, executors and administrators
of such a person.
ARTICLE X — Notices
Section 1 – Procedure
for Notice
Whenever notice is required to be given by the Bylaws, it is not necessary
that personal service of such notice is required. For the purposes of notice
in these Bylaws, it shall be sufficient to transmit the notice by facsimile
transmission to the electronic address of the Member on the records of the
Association and thereafter to mail such notice by United States Mail, First
Class postage fully prepaid and addressed to the mailing address of the representative
as it appears on the records of the Association. Such notice shall be deemed
to have been given on the date it was placed in a United States Mail depository.
(revised 9/16/92)
Section 2 – Waiver of
Notice
Any notice required to be given by the Bylaws may be waived in writing by
the representative of the Member entitled to such notice, whether before
or after the time stated therein. (revised 9/16/92)
Section 3 – Duty to Specify
Addresses
There is a presumption that the addresses for the member's notice as set
forth on its application for membership in the Association is the proper
address for purposes of giving notice as required by these Bylaws. It thereafter
shall be the sole burden of the Member to advise the Association of its Representatives
and their successors as well as the proper mailing and electronic addresses
for the giving of notices. (adopted 9/16/92)
ARTICLE XI — Amendments
Section 1
These Bylaws may be amended, altered, or replaced at any regular or special
Board meeting at which the Directors are physically present or have tendered
their proxy in writing to an attending Director. Such amendments may be accomplished
only by the affirmative vote of two-thirds of the whole board, providing
that thirty (30) days' notice in writing of the proposed change, containing
its exact language, shall be given by first class United States mail to all
members of the Association. Any member may express his or her views to the
Board of Directors on any proposed amendment in writing or electronic transmission.
(revised 12/6/94, 7/2/99)
Updated: August 6, 2001
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