Resources: Chamber Bylaws

SECTION 1.1 Corporate Name. The name of the Non-Profit Corporation is (name), (hereinafter referred to both as the "Corporation" and the "Association").

SECTION 1.2 Corporate Character. The Corporation shall be a Non-Profit Corporation. The Corporation shall not authorize or issue shares of stock and no dividends shall be paid. No part of the income or profit of the Corporation shall be distributed to its Members, if any, Directors, Officers or any private individual, but shall be used to promote the purposes of the Corporation. The mission of the Association is to strive to be an active corporate citizen in the community and work with others to improve the overall quality of life in (country). Its primary purposes are to: 1) promote the highest standards of service and product quality in hotels and restaurants in (country); 2) advocate just legislation and governmental regulations governing the conduct of business; 3) improve business-community relations through positive interactions with (country's) citizenry; and 4) publicize the value and benefits of the island's visitor industry to the (country's) economy.

SECTION 1.3 Principal Office. The mailing address of the Corporation shall be at (address), or at such other location within or without the (country) as the Board of Directors shall determine. The Corporation may have such other offices, either within or without the (country) as the Board of Directors may designate or as the business of the Corporation may require from time to time.

SECTION 1.4 Corporate Seal. The Corporation may have a corporate seal (and one or more duplicates thereof) of such form and device as the Board of Directors shall determine from time to time.

SECTION 1.5 Fiscal Year. The fiscal year of the Corporation shall be the calendar year or some other fiscal year as fixed by resolution of the Board of Directors.

SECTION 1.6 Books and Records. The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its Members (if any), Board of Directors and any committee having any of the authority of the Board of Directors, and shall keep a record of the names and addresses of its Members (if any) entitled to vote. All books and records of the Corporation may be inspected by any Member or Member's agent or attorney for any proper purpose at any reasonable time.

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SECTION 2. l Active Members. Voting members of the Association shall be admitted to one of the following classes:

Hotelier Member. Hotelier members shall be licensed hotels, within the (country), which have met the requirements for admission to the Association and have been approved by the Board of Directors. They shall be represented by such person as may be designated by the management of the hotel; said representative shall have the right to hold office in the Association and shall have one (l) vote at all meetings of the Association. The voting member will be able to vote on any permitted corporate matter by ballot, and can return the voted ballot by facsimile. Such member shall promptly forward the original signed ballot to the corporation.
Restaurateur Members. Restaurateur members shall be licensed restaurants, within the (country), which have met the requirements for admission to the Association and have been approved by the Board of Directors. They shall be represented by such person as may be designated by the management of the restaurant; said representative shall have the right to hold office in the Association and shall have one (1) vote at all meetings of the Association. The voting member will be able to vote on any permitted corporate matter by ballot, and can return the voted ballot by facsimile. Such member shall thereafter promptly forward the original signed ballot to the corporation.

SECTION 2.2 Associate Members. Non-voting members of the Association shall be admitted to one of the following classes:

Allied Member. Allied members shall be companies or persons interested in the improvement of the hotel and restaurant industries on (country), which have met the requirements for admission to the Association and have been approved by the Board of Directors. Each allied member shall have the right to run for and hold the office of Representative - Allied Industries, and shall have one (1) vote in all elections for said office. The voting member will be able to vote on any permitted corporate matter by ballot, and can return the voted ballot by facsimile. Such member shall promptly forward the original signed ballot to the corporation.
Affiliate Member. The Board of Directors shall, from time to time, identify governmental and other non-profit agencies which can render a service to the Association and may invite said organizations to become an affiliate member of the Association. Such membership shall remain in effect at the Board of Directors' discretion and the agency's representative shall be recognized for as long as he remains employed in the position from which he was chosen.
Emeritus Member. An emeritus member shall be any past chairman, president, vice chairman, vice president, secretary or treasurer of the Association, who has retired, but wishes to remain active in the Association. Emeritus members shall be elected for life and shall not be required to pay annual dues.
Honorary Member. The Board may elect by a two-thirds (2/3) vote of the membership one person per year who, in the opinion of the Board, has made a significant and lasting contribution to the Association. Honorary members shall be elected for life and shall not be required to pay annual dues.

SECTION 2.3 Meetings. Meetings of Members may be held at such place within or without the (country) as may be fixed from time to time by the Board of Directors. If no other place is stated or so fixed, meetings shall be held at the registered office of the Corporation.

Quarterly Meetings. The members shall meet quarterly. The meeting in January of each year shall be for the purpose of inducting directors into office and transacting such other business as may be required.
Special Meetings. Special meetings of the Members may be held at any time upon the call of the President, the Board of Directors or upon the written request of Active Members having one-tenth of the votes entitled to be cast at the meeting. Upon receipt of such call or written request, the Secretary shall send out notices of the meeting to all Members.
Notice of Meetings. A written or printed notice of every meeting of Members, stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail by or at the direction of the President, Secretary or other Officers or any person calling the meeting, to each Member entitled to vote at the meeting. If mailed the notice shall be deemed to be delivered when deposited in the (country) mail addressed to the Member at the Member's address as it appears on the records of the Corporation, with postage thereon prepaid.
Waiver of Notice. Whenever any notice is required to be given to any Members of the Corporation, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be equivalent to the giving of the notice.
Action by Members Without a Meeting. Any action required to be taken at a meeting of Members of the Corporation, or any action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of Members, and may be stated as such in any articles or documents filed with the (country).
Quorum and Voting. At any meeting, the presence in person or by proxy of Members entitled to vote at said meeting shall constitute a quorum. The affirmative vote of a majority of the Members present or represented at any meeting at which a quorum is present shall be the act of the Members. A quorum, once established, shall not be broken by the absence or withdrawal of one or more Members before the meeting is adjourned.
Voting; Proxies. Each Active Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members, except as may be otherwise provided in the Articles of Incorporation.

A Member may vote either in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

SECTION 2.4 Admission of Members. Any hotel, restaurant, company or person desiring to become a member of the Association shall present to the President a signed written application. Such application shall be in such form as the Board of Directors may prescribe. Upon receiving an application, the President shall promptly investigate the eligibility of the applicant to become a member and report the findings to the Board of Directors for consideration. The majority vote of the Board of Directors shall be required to admit an applicant to membership in the Association.

SECTION 2.5 Termination of Membership. Any member may terminate its/his membership by notifying the President in writing of the effective date of termination.

Membership of any member which/who fails to pay the assessed dues when due shall automatically terminate at the end of a thirty (30) day grace period, provided the member was given written notice delivered in person, by facsimile or by (country) mail ten (10) days prior to the effective termination date.

Any member whose membership is terminated for any reason must reapply for membership.

SECTION 2.6 Expulsion and Suspension. Any member may be either expelled or suspended for just cause. Just cause is defined as any infraction of the Articles of Incorporation, these Bylaws, or the laws of (country). Suspension shall be for a period of no more than sixty (60) days.

Proceedings under this section shall be initiated by resolution of the Board of Directors. The member is entitled to receive a written statement of charges and an opportunity for making a defense statement in a scheduled hearing before the Board of Directors. The unanimous vote of the Directors shall be required for expulsion from membership. The majority vote of the Directors shall be required for a suspension of membership. Voting by proxy shall not be permitted in such matters.

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SECTION 3.1 Number; Qualifications; Election. The Corporation shall have nine (9) directors collectively known as the Board of Directors. Of the total nine (9) persons who constitute the Board of Directors, five (5) Directors shall be hoteliers, two (2) Directors shall be restaurateurs, and two (2) Directors shall be from an allied industry. Subject to the limitations contained in the Articles of Incorporation, of the Bylaws and of the laws of (country), the Board of Directors shall exercise the powers of the corporation, control its property, and conduct its affairs. It shall appoint and remove, employ and discharge, supervise and evaluate, and prescribe the duties and fix the compensation of all officers,
agents and employees of the Association.

Each Director shall serve a two-year term and shall hold office until a successor is elected and inducted into office (unless expelled from office for abandonment of duty or unless the Director vacates the office or resigns). Any Director who misses more than five (5) meetings of the Directors and/or the members in any given year shall be considered as having vacated the office.

Directors shall be elected by majority vote of the members in December of each year at a General Membership Meeting and the two year term of office of those Directors so elected shall commence on the following January 1st. Directors shall be elected for staggered terms, with five (5) Directors being elected in December of odd numbered years and four (4) Directors being elected in December of even numbered years. Provided that for the election of Directors which shall be held in December of 1999 to elect Directors whose terms commence in 2000, the then-incumbent Board of Directors shall have the authority to adopt by resolution, prior to the election, a transition procedure pursuant to which of the nine (9) Directors to be elected, four (4) shall be elected shall be elected for only one (1) year terms such that four (4) vacancies shall occur for the year 2001 to be filled at the election to be held in December 2000.

Directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.

If this Corporation has no Members or its Members have no right to vote, then the Board of Directors shall have the sole voting power.

SECTION 3.2 Resignation and Removal of Directors. A Director may resign at any time by delivering written notice to the Board of Directors, its Chairman (if any), or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Any Director or the entire Board of Directors may be removed from office with or without cause at a meeting of Members (if any), called for the purpose, by the affirmative vote of a majority of all of the Members (if any) of the Corporation.

SECTION 3.3 Duties of Directors. The Board of Directors may appoint from among its members the following positions:

Chairman. The Chairman shall be the chief spokesman for the Board of Directors and shall preside at all meetings of the members and of the Board of Directors. Pursuant to Article V hereto, he shall in the name of the Association, execute such deeds, mortgages, bonds, contracts or other instruments which may be authorized by the Board of Directors.
First Vice Chairman. In the absence of the Chairman, or in the events of his inability or refusal to act, the First Vice Chairman shall assume the powers of and perform the duties of the Chairman and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
(c) Vice Chairman - Hotels. This Vice Chairman shall represent and be the chief spokesman for hoteliers in the Board's deliberations. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
Vice Chairman - Restaurants. This Vice Chairman shall represent and be the chief spokesman for restaurateurs in the Board's deliberations. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
Representative - Allied Industries. The Representative shall represent and be the chief spokesman for allied members in the Board's deliberations. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
Secretary. The Secretary shall certify and keep at the principle office and place of business the original, or a copy, of these Bylaws as amended or otherwise altered to date, and open to inspection in accordance with and pursuant to the Civil Code of (country). He shall be custodian of the seal of the Association and see that the seal is affixed to all duly executed documents as may be required by law. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
Treasurer. The Treasurer shall have charge and custody of, and shall be responsible for all funds and securities of the Association, and shall deposit or cause to be deposited all such funds in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

SECTION 3.4 Registration; Meetings; Notice.

Each Director shall, upon election to such office, register with the Corporation his mailing address.
The Board of Directors shall hold an annual meeting for the purpose of organization, and for the election of the Officers of the Corporation, as soon as may be practicable after each January quarterly meeting of the Members (if any). Written notice need not be given if the Directors' annual meeting is held immediately after the quarterly January Members' (if any) meeting.
The Board of Directors shall meet monthly, except for July and August for the purpose of reviewing the executive officers' transactions and conducting Association Business. The Board of Directors may schedule other regular or special meetings of the Board to be held at a stated time and place. Written notice of such meetings shall be required and, in the case of special meetings, the purpose or purposes shall be stated in the notice. Special meetings of the Board of Directors may be called by either the Chairman of the Board (if any), or the President or any two (2) Directors. The Board may alter the time and place for such meetings from time to time.
The Secretary shall give notice of every meeting of the Board of Directors orally or by mailing or delivering a copy of the notice to each Director at his registered mailing address, not less than ten (10) days nor more than fifty (50) days prior to any such meeting, with the exception of an annual meeting that is held immediately after the annual Shareholder meeting. Any Director may, orally or in writing, waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of the meeting, except where a Director attend a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 3.5 Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all of the Directors or of a committee of the Directors or all of the members of the committee, as the case may be, sign a written consent setting forth the action taken or to be taken at any time before or after the intended effective date of the action. The consent shall be filed with the minutes of the Directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.

SECTION 3.6 Conference Telephone Call. Any meeting, regular, annual or special, may be held by conference telephone or similar communication equipment, by means of which all person participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

SECTION 3.7 Quorum and Voting. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of any business. Any act or business must receive the approval of a majority of such quorum. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A quorum, once established, shall not be broken by the absence or withdrawal of one or more Directors before the meeting is adjourned. In the absence of a quorum, the Chairman (if any), or a majority of the Directors present, may adjourn the meeting from time to time without further notice until a quorum shall be had.

A Director of a Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless the Director's dissent shall be entered in the minutes of the meeting or unless the Director shall file the Director's written dissent to the action with the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of the action.

SECTION 3.8 Vacancies. Any vacancy occurring the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors, or by a sole remaining director. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director's predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the Members (if any).

SECTION 3.9 Compensation. The Board of Directors and the individual directors shall serve without compensation, but may be reimbursed for expenses incurred in the exercise of duties.

SECTION 3.10 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate its members to constitute an Executive Committee and one or more other committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors in the management of routine business affairs, except that no such committee shall have the authority of the Board of Directors in reference to:

Amending, altering or repealing the Bylaws;
Electing, appointing or removing any Member of any such committee or any Director of Officer of the Corporation;
Amending the Articles of Incorporation, restating the Articles of Incorporation, adopting a plan of merger, or adopting a plan of consolidation with another corporation;
Authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation;
Authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor;
Adopting a plan for the distribution of the assets of the Corporation; or
Amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the committee.

Nothing in paragraphs (1) to (7) shall prohibit any committee, if property authorized by the Board of Directors and not prohibited by the Bylaws, from engaging in any sale, lease, exchange, mortgage, pledge, or distribution of assets of the Corporation in the normal course of the Corporation's business.

The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon the Board or the Director by law.

SECTION 4.1 Appointment: Term: Removal. The Officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other Officers, with such duties as the Board of Directors shall from time to time determine. All Officers shall be elected or appointed by the Board of Directors to serve until their respective successors have been elected. One person may hold more than one office as long as there are at least two (2) person as Officers of the Corporation. Any Officer shall be subject to removal at any time, with or without cause, by the affirmative vote of the majority of the whole Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create contract rights. The Board of Directors may appoint acting or temporary Officers, may appoint Officers to fill vacancies occurring for any reason whatsoever, and may, from time to time, limit or enlarge the duties and powers of any Officer appointed by it.

SECTION 4.2 Compensation. The Board of Directors shall have authority to fix the compensation, if any, of the Officers.

SECTION 4.3 The President. The President shall be the Chief Executive Officer the Corporation. He shall preside at all meetings of the Members (if any) and in the absence of the Chairman and the First Vice Chairman of the Board of Directors, or if neither has been appointed, the President shall preside at all meetings of the Board of Directors. He may call special meetings of Members (if any) at his discretion and may call annual meetings of Members (if any), as provided by these Bylaws. Subject to the directions and control of the Board of Directors, the President shall:

be in personal charge of the principal office of the Corporation;
have the general management, supervision and control of all the property, business and affairs of the Corporation, prescribe the duties of the manager of all branch offices (if any), and exercise such other powers as the Board may from time to time confer upon him; and
appoint heads of departments (if any) and generally control the engagement, government and discharge of all employees (if any) of the Corporation, and fix their duties and compensation.

He shall at all times keep the Board of Directors fully advised as to all of the Corporation's business, and shall also be an ex-officio member (without vote) of all standing committees.

SECTION 4.4 The Vice President or Vice Presidents. The Vice President or Vice Presidents shall, in such order as the Board of Directors shall determine, perform all of the duties and exercise all of the powers of the President provided by these Bylaws or otherwise during the absence or disability of the President or whenever the office of President shall be vacant, and shall perform all other duties assigned to him or them by the Board of Directors or the President. The Board of Directors may designate one of the Vice Presidents as Executive Vice President and the Vice President so designated shall be first in order to perform the duties and exercise the power of the President in the absence of that Officer.

SECTION 4.5 The Executive Secretary. The Executive Secretary shall attend all meetings of the Members (if any), the Board of Directors and, if created, the Executive Committee, and shall record the proceedings thereof in the Minute Book or Books of the Corporation. He shall give notice, in conformity with these Bylaws, of meetings of Members (if any) and where required, of the Board of Directors. In the absence of the Chairman of the Board of Directors and of the President and the Vice President, or Vice Presidents if more than one, he shall have power to call such meetings and shall preside thereat until a President pro tempore shall be chosen. He shall be responsible for the keeping of the minute books of the Corporation. The Secretary shall perform all other duties incident to his office or which may be assigned to him by the Board of Directors or the President. The Executive Secretary and that position of the Board of Directors denominated as Secretary may be filled by the same person, or, in the case where they are filled by different persons, the Executive Secretary shall be subordinate to the Secretary of the Board of Directors.

SECTION 4.6 The Executive Treasurer. The Executive Treasurer shall have custody of all of the funds, notes, bonds and other evidences of property of the Corporation. He shall deposit or cause to be deposited in the name of the Corporation all monies or other valuable effects in such banks, trust companies or other depositories as shall from time to time be designated by the Board of Directors. He shall make such disbursements as the regular course of the business of the Corporation may require or the Board of Directors may order. He shall perform all other duties incident to his office or which may be assigned to him by the President or the Board of Directors. The Executive Treasurer and that position of the Board of Directors denominated as Treasurer may be filled by the same person, or, in the case where they are filled by different persons, the Executive Treasurer shall be subordinate to the Treasurer of the Board of Directors.

SECTION 4.7 Absence of Officers. In the absence or disability of the President and Vice President, or Vice Presidents if more than one, the duties of the President, other than the calling of meetings of the Members (if any) and of the Board of Directors, shall be performed by such persons as may be designated for such purpose by the Board of Directors. In the absence or disability of the Secretary, or of the Treasurer, the duties of the Secretary or of the Treasurer, as the case may be, shall be performed by such person or persons as may be designated for such purpose by the Board of Directors.

SECTION 4.8 Auditor. An Auditor may be employed annually by the Board of Directors, who shall not be an Officer, Director or Member of the Corporation and who shall be an independent certified public accountant or accounting firm. The Auditor may be a person, partnership or, if permitted by law, a Corporation. An Auditor, if employed, shall audit the books and accounts of the Corporation and shall certify his findings and report thereon, in writing, to the Members (if any) and the Board of Directors, and shall make such other audits and reports as the Board of Directors shall determine from time to time.

No director, officer, employee or agent of the corporation and no person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and no heir, executor or administrator of any such person shall be liable to this corporation for any loss or damage suffered by it on account of any action or omission by him or her as such director, officer, employee or agent 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 this corporation, unless with respect to an action or suit by or in the right of the corporation to procure a judgment in its favor such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to this corporation.
The corporation shall indemnify each 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 corporation) because such person is or was a director, officer, employee or agent of the corporation or of any division of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of this corporation, 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 such person reasonably believed to be in or not opposed to the best interests of this corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
The corporation shall indemnify each 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 corporation to procure a judgment in its favor because such person is or was a director, officer, employee or agent of the corporation or of any division of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of this corporation; 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 for negligence or misconduct in the performance of his or her duty to this corporation 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 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.
To the extent that a director, officer, employee or agent of the corporation or of any division of the corporation, or a person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (b) and (c) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including reasonable attorneys' fees) actually and reasonably incurred by such person in connection therewith.
Any indemnification under paragraphs (b) and (c) of this Article (unless ordered by a court) shall be made by the corporation 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 the person has met the applicable standard of conduct set forth in paragraphs (b) and (c). Such determination may 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 or the person who seeks indemnification so requests, by independent legal counsel in a written opinion to the corporation, or (3) if a quorum of disinterested directors so directs, by a majority vote of the stockholders.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in a particular case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified by the corporation as authorized in this Article.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled, shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such person.
The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or of any division of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article. Any such insurance may be procured from any insurance company designated by the Board of Directors, including any insurance company in which the corporation shall have any equity or other interest through stock ownership or otherwise.
This Article does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the employer corporation. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise.
This Article shall be deemed to be a contract between the corporation and each director, officer, employee or agent who serves in such capacity at any time while this Article is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing.


	Article I - Corporate Identification Article II - Membership Article III - Board of Directors Article IV - Officers, Management Article V - Execution of Instruments Article VI - Dues Article VII - Bylaws Article VIII - Indemnification Article IX - Definitions

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