Bylaws of the
Rocky Mountain Coal Mining Institute

Bylaws of the Rocky Mountain Coal Mining Institute

ARTICLE I – General

Section 1. Name

The name of the Corporation shall be The Rocky Mountain Coal Mining Institute (also known as Rocky Mountain Coal Mining Institute or Corporation.)

Section 2. Mission Statement – Core Values and Vision Statement

As a professional association comprised of individuals, and supported by companies, the mission of The Rocky Mountain Coal Mining Institute and the nature of the business to be carried on by it are as follows:

  1. To promote exceptional safety processes, behavior, performance, and results through training, benchmarking and evaluation
  2. To advance the future of western coal through education, environmental stewardship, professional development, and public relations
  3. To provide practical training and academic programs to the members, public, and other stakeholders
  4. To provide opportunities for professional networking and business development
  5. To recognize the importance and value the family plays in supporting the members of the western coal mining industry.

The core values govern the operation of Rocky Mountain Coal Mining Institute and its conduct or relationships with society at large, members, suppliers, employees, local communities and other stakeholders and are as follows:

  1. Safety – as our number one priority
  2. Education – of industry personnel and the public
  3. Mentoring – Of new industry engineers and technicians
  4. Unity – Of the western coal mining industry
  5. Family – Focus and support for our families and communities

The vision statement is:
“To be the conscientious association for advancing the future of western coal; focused on safety, education, mentoring, networking and family.”

Section 3. Non-profit Corporation

This Corporation shall operate as a nonprofit Corporation under the laws of the State of Colorado.

ARTICLE II – Principal Office and Corporate Seal

Section 1. Principal Office

The principal office and place of business of the Corporation in the State of Colorado shall be in the County of Jefferson, Colorado, or at such other location as the Board of Directors may from time to time determine. Other offices and places of business may be established from time to time by resolution of the Board of Directors.

Section 2. Corporate Seal

The seal of the Corporation shall be inscribed with the name of the Corporation, the year of its incorporation, and the words “Colorado” and “Seal”, and shall be in a form approved by the Board of Directors, which may alter the same at their pleasure.

ARTICLE III – Members

Section 1. Membership Classes

The membership of the Corporation shall be divided into eight classes:

  • Regular
  • Mentor (Seniors – age 65 and over)
  • Mentee (under age 28)
  • Student
  • Eternal
  • Retiree’s Golden Parachute
  • Life
  • Honorary

Any individual interested in the goals and purposes of the Corporation may become an active member of the Corporation upon payment of such yearly investment payment as the Board of Directors may determine from time to time by resolution.

Description of Life and Honorary Membership criteria can be found on the Rocky Mountain Coal Mining Institute website.

Section 2. Investment

Member investments, in an amount set by the Board of Directors, are for the calendar year and shall be delinquent if not paid by the last Sunday in June. Active, senior or mentee members whose investments are not timely paid shall not be entitled to vote upon any matter submitted to a vote of the members and shall not be entitled to hold any office in the Corporation. Life and Honorary members shall not be required to pay any investment.

Section 3. Meetings

There shall be held an annual meeting of the members of the Corporation in the form of a convention beginning on the last Sunday in June of each year, and written notice stating the place, day, and hour of the meeting shall be given or mailed to each member at least 30 days prior to the date fixed for the annual meeting. The final day of the annual meeting shall be a business meeting for the purpose of informing the members of the status of the affairs and activities of the Corporation during the preceding year and for the transaction of such other business as may properly come before the meeting.

Whatever number of the members of the Corporation may be present at the annual meeting of the members shall constitute a quorum at the annual meeting of the members. Each member in good standing and present at such meeting shall be entitled to one vote on each matter submitted to a vote of the members. A majority vote of members present shall constitute action. A Proceedings or Post-Convention Newsletter of the annual meeting of the members may be published for the dissemination of information to all members in good standing and interested members of the general public.

Section 4. Transfer of Membership.

Membership in the Corporation shall not be transferable or assignable.

ARTICLE IV – Board of Directors

Section 1. Qualifications – Election – Tenure

The business and affairs of the Corporation shall be managed by a board of twelve voting directors. The Executive Director and Treasurer shall be non-voting members of the Board of Directors. All Directors shall be members of the Corporation in good standing, but need not be residents of the State of Colorado. The Board of Directors shall be composed of the President, President-Elect, Administrative Liaison Officer, Chairman of the Advisory Board, Immediate Past President, three 3-year Directors, and four 2-year Regional Directors.

The President-Elect shall be nominated by the Board of Directors at the third (3rd) Board meeting usually scheduled in January, and must then be elected by vote of the majority of the members present at the annual meeting of members to sit on the Board of Directors as President-Elect of Rocky Mountain Coal Mining Institute.

The nomination and election of the Administrative Liaison Officer takes place only when the position opens up due to the prior Administrative Liaison Officer stepping down for any reason. The Administrative Liaison Officer shall be nominated by the Board of Directors at the third (3rd) Board meeting usually scheduled in January, and must then be elected by vote of the majority of the members present at the annual meeting of members to sit on the Board of Directors as Administrative Liaison Officer of Rocky Mountain Coal Mining Institute. Once elected by the membership, this person serves in this position until he/she decides to step down, or is asked to step down by two-thirds majority vote of the Board of Directors.

One three 3-year Director shall be nominated by the Board of Directors at the third (3rd) board meeting usually scheduled in January, and must then be elected by vote of the majority members present at the annual meeting of members to sit on the Board of Directors as a Director of Rocky Mountain Coal Mining Institute. This Director shall hold office until the conclusion of the annual meeting of members occurring at the expiration of his/her term and until a successor has been elected and qualified.

Two Regional Directors shall be nominated each year for a 2-year term to replace the two outgoing Regional Directors who have fulfilled their 2-year terms. The new Regional Directors will be nominated at the third (3rd) Board meeting usually scheduled in January, and must then be elected by vote of the majority of members present at the annual meeting of members to sit on the Board of Directors as Regional Directors of Rocky Mountain Coal Mining Institute. These two Regional Directors will increase the number of Regional Directors to four at any given time. There are four regions within The Rocky Mountain Coal Mining Institute (north, central, south and at-large). Each year the Regional Directors will be appointed by the Board of Directors to represent one of the four regions and guide the programs within their respective region.

Section 2. Yearly Meeting of the Board of Directors

The yearly meeting of the Board of Directors shall be held at the same place as and preceding the annual meeting of the members each year and written notice stating the place, day, and hour of the meeting shall be given or mailed to each member of the Board of Directors at least 30 days prior to the date fixed for the yearly meeting. The yearly meeting of the Board of Directors shall be for the purpose of electing the Executive Director and Treasurer for the following year, concluding and/or deferring any business that still stands from the current term, to take under advisement and act upon, if necessary, any suggestions from the yearly Advisory Board meeting, and for the transaction of such other business as may come before the meeting.

Section 3. Regular Meetings

A regular meeting of the Board of Directors shall be held immediately following the annual meeting of the members, at the site of the annual meeting of the members, the day and time to be fixed by the Board of Directors at its yearly meeting immediately preceding the annual meeting of the members in each year, without the necessity of any other or advance notice. Such regular meeting of the Board of Directors shall be for the purpose of considering committee appointments, and for the transaction of such other business as may come before the meeting.

A regular meeting of the Board of Directors shall also be held in the fall of each year and written notice stating the place, day and hour of the meeting together with an agenda for the meeting shall be given or mailed each member of the Board of Directors at least 15 days prior to the date fixed for such regular meeting.

A regular meeting of the Board of Directors shall also be held in the winter of each year and written notice stating the place, day and hour of the meeting together with an agenda for the meeting shall be given or mailed each member of the Board of Directors at least 15 days prior to the date fixed for such regular meeting. Such winter regular meeting of the Board of Directors shall be for the purpose of receiving the Treasurer’s annual financial report of the previous fiscal year prior to being reviewed and approved by the auditor, and to take action on the budget. The nomination of the incoming three-year Board Director, two Regional Board Directors, and President-Elect shall take place at this meeting with the election being held at the annual meeting of members. Approval of Committee Chairs/Co-Chairs for the following year will be given to the President-Elect.

Section 4. Special Meeting

Special Meetings of the Board of Directors may be called at any time by the President or by any three members of the Board of Directors. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. Written notice of the time and place of every meeting shall be given or mailed to each member of the Board of Directors at least two days before the date fixed for the meeting. The specific business and the purpose of any meeting shall be stated in the notice.

Section 5. Quorum

A quorum at all meetings of the Board of Directors shall consist of a majority of the number of voting Directors then fixed by these bylaws. The act of a majority of the voting Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6. Vacancies

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining voting Directors, even though less than a quorum of the Board of Directors is present. A Director elected to fill a vacancy shall be elected for the unexpired term of such person’s predecessor in office and shall hold such office until such person’s successor is duly elected and qualified. Any directorship to be filled by reason of an increase in the number of directors shall be nominated by the Board of Directors at the winter meeting of the Board of Directors and voted to the Board of Directors by a majority of the members at the Annual Meeting of members. No provision of this Section 1 shall restrict the right of the Board of Directors to fill vacancies as is provided elsewhere in this Article IV.

Section 7. Standing Committees

There shall be the following Standing Committees: Bylaws and Resolutions Committee, Nominating Committee and Finance Committee. The Board of Directors may create by resolution adopted by a majority of the Board of Directors one or more other standing committees. Each standing committee shall consist of two or more Directors and such other members of the Corporation as may be appointed by the President with Board of Directors approval and shall have and may exercise such authority in the management of the Corporation as shall be provided in such resolution or in these bylaws. The Executive Director shall be a nonvoting member of all standing committees and the Treasurer shall be a nonvoting member of the Finance Committee.

Section 8. Ad Hoc Committees

The Board of Directors from time to time may, by resolution, create such ad hoc committees as may be appropriate to carry out the mission and purposes of the Corporation. Each ad hoc committee shall have a Director sit on the committee as a Board Liaison. Each ad hoc committee shall be chaired or co-chaired by a member or members of the Corporation appointed by the President with Board of Directors approval, and may include such additional persons as may be appointed by the President, committee chair, or committee co-chair. Such ad hoc committees shall have and may exercise such authority, other than in connection with the management of the Corporation, as the Board of Directors may determine. The President may, with the approval of the Board of Directors, remove any committee chair, co-chair, or member, when in their judgment such removal would serve the best interests of the Corporation. The Executive Director shall be a nonvoting member of all ad hoc committees, except for those committees chaired by the Executive Director.

Section 9. Removal

Any member of the Board of Directors may be removed by the affirmative vote of two-thirds of the voting Directors then in office whenever in their judgment such removal would serve the best interests of the Corporation.

Section 10. Action Without a Meeting

Any action required by law to be taken at a meeting of directors or any other action which may be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is agreed to by a majority of the directors, which consent may be signed in counterparts. Such written consent may be transmitted in hard copy, by facsimile, electronically via email or by such other means as may be approved from time to time by the Board of Directors.

Section 11. Participation by Telephone

Any member of the Board of Directors or committee thereof may participate in a meeting of such board or committee by means of a conference telephone network or similar communications method by which all persons participating in the meeting can hear each other, and participation in such a fashion shall constitute presence in person at such meeting, if each person participating in the meeting shall sign off on the minutes thereof, which minutes may be signed in counterparts.

Section 12. Proxy Voting

At any meeting of the Board of Directors any voting Director may vote by a written proxy, provided that notice of each matter properly coming before the meeting with respect to which such proxy is to be exercised is given to each Director in writing more than five days prior to such meeting, together with all supporting information necessary to enable each Director to reach an informed decision of such matter, that such proxy specifically identifies the matter with respect to which it is to be exercised and the manner in which it is to be exercised, and that the executed original of the proxy is delivered to the President of the Corporation at or before the beginning of such meeting.

Section 13. Compensation

No Director, except the Executive Director and Treasurer may receive any compensation for serving the Corporation in such capacity. All Directors shall be entitled to reimbursement for reasonable expenses incurred in connection with service to the Corporation.

Section 14. Annual Review for the Executive Director

The annual review for the Executive Director will take place each year at the fall Board of Directors meeting. The Immediate Past President will chair the review committee comprised of the Administrative Liaison Officer and the Chairman of the Advisory Board. They will collect reviews from each of the voting Board members, and from those Board members who stepped down from serving on the Board of Directors at the annual meeting. The Review Committee may request supporting documents from the Executive Director which may be used to help with the review. The review will be shared with the Executive Director prior to the fall Board of Director’s meeting and the Executive Director will have the opportunity to respond to the review prior to the fall Board of Director’s meeting or at the meeting itself. The two new Regional Directors do not need to fill out a review as they have not had privy to, nor witnessed the actions of the Executive Director in his/her job performance.

ARTICLE V – Officers

Section 1. Officers

The officers of the Corporation shall be President, President-Elect, Executive Director, Secretary, Treasurer, Administrative Liaison Officer and Immediate Past President. The President cannot also be the secretary concurrently. The Board of Directors may appoint such other officers and assistant officers as it may deem advisable, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors.

Section 2. Powers and Duties

The officers of the Corporation shall exercise and perform the respective powers, duties, and functions as are stated below, and as may be assigned to them by the Board of Directors.

(a) The President shall be the principal executive officer of the Corporation and shall, subject to the direction and control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation and its officers, agents and employees. Such person shall preside at all meetings of the Board of Directors and the Corporation and shall appoint the chairs and co-chairs of the Standing and ad hoc committees established by the Board of Directors.

The President may sign, with the Executive Director or other proper officer of the Corporation designated by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed on behalf of the Corporation except in the case where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall perform all the duties commonly incident to such office and such other duties as the Board of Directors shall designate.

(b) President-Elect. In the absence or disability of the President, the President-Elect shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The President-Elect shall have such other powers and perform such other duties as may from time to time be assigned to such person by the President or by the Board of Directors. The President-Elect shall succeed to the office of the President, without vote, upon the expiration of the President’s term or upon his or her earlier death, resignation, removal, or disqualification.

(c) The Executive Director shall be appointed by and serve at the pleasure of the Board of Directors. The Executive Director shall have general supervision of the day to day business and affairs of the Corporation. The Executive Director may fulfill the duties of the Secretary, and the duties of the Treasurer on a temporary basis, but may not hold the office of Treasurer. The Executive Director shall be a non-voting member of the Board of Directors, the Advisory Board and all standing and ad hoc committees, except for committees chaired by the Executive Director.

The Executive Director shall have the charge and custody of, and be responsible for all funds and securities of the Corporation; shall deposit such funds in the name of the Corporation in such depositories as shall be designated by the Treasurer or the Board of Directors; shall keep accurate books of account and records of financial transactions and the condition of the Corporation and shall submit such reports thereof as the Treasurer or Board of Directors may from time to time require; and in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the Treasurer, President or by the Board of Directors.

(d) The Secretary, who may be the Executive Director,shall keep accurate minutes of the proceedings of the Board of Directors, the Advisory Board, and the membership and shall see that all notices are duly given in accordance with the provisions of these bylaws. The Secretary shall be custodian of the records and of the seal of the Corporation and shall attest the affixing of the seal of the Corporation when authorized by the Board of Directors and shall perform all duties incident to such office and other duties as may from time to time be assigned to such person by the President or by the Board of Directors.

(e) The Treasurer shall be the principal finance officer of the Corporation and shall advise on all matters pertaining to the financials of the Corporation. Unless the office of Treasurer is also held by a voting director, the Treasurer shall be a non-voting member of the Board of Directors. The Treasurer, or a designee, shall make an annual financial report to the Corporation at the regular meeting of the Board of Directors. With the approval of the Board of Directors, the Treasurer shall engage, or ask the Executive Director to engage, any firm of certified public accountants to assist the Executive Director in the performance of any of the duties incident to the Treasurer’s office, and such firm shall review and approve the Corporation’s books of account and financial statements as of the end of each fiscal year.

(f) The Administrative Liaison Officer (ALO) supports the Executive Director in arrangements and management of the convention, particularly at pre- and post-convention meetings at the convention venue. The ALO brings an institutional memory to the Board that can be valuable in addressing various issues; supports and offers advice, when needed, in dealing with issues brought forward by individual members, officers, Board members, the media, or other parties; and, helps identify, contact and encourage members who exhibit the characteristics needed to lead Rocky Mountain Coal Mining Institute into the future.

Section 3. Selection and Terms of Offices

(a) All officers, except for the Executive Director and the Treasurer who are non-voting, shall be members in good standing of the Corporation. All officers except the Executive Director, Administrative Liaison Officer and Treasurer shall hold office for one year beginning at the conclusion of the annual meeting of the members and until their successors have been elected.

(b) The Executive Director, Administrative Liaison Officer and Treasurer shall be appointed by and serve at the pleasure of the Board of Directors and shall be deemed to be a member in good standing of the corporation.

Section 4. Removal

Any officer or agent elected or appointed by the Board of Directors may be removed by a majority vote of the Board of Directors whenever in its judgment such removal would serve the best interests of the corporation.

ARTICLE VI – Advisory Board

There shall be an Advisory Board that shall be composed of all former Presidents of The Rocky Mountain Coal Mining Institute. The Executive Director shall be a non-voting member of this Board. The Advisory Board shall periodically review the philosophy and policies of the Corporation and make recommendations concerning the same to the Board of Directors.

The Advisory Board shall hold a yearly meeting at the same place as and preceding the annual meeting of the members in each year and written notice stating the place, day, and hour of the meeting and agenda for the meeting shall be given or mailed to each member of the Advisory Board at least 30 days prior to the date fixed for such yearly meeting. The yearly meeting of the Advisory Board shall be for the purpose of electing a chairman from among its members and the person so elected chairman shall also serve as a member of the Board of Directors of the Corporation. The Advisory Board shall meet at such times and conduct its affairs in such a manner, as it shall determine from time to time by resolution.

ARTICLE VII – Contracts, Loans, and Deposits

Section 1. Contracts

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

Section 2. Loans

No loans shall be contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors. Such authority may be general if limited to a specified dollar amount and shall otherwise be confined to specific instances. No loan shall be made to any officer or Director of the Corporation.

Section 3.

Checks, Drafts, and Notes
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 5. Investment Managers

The Board of Directors shall have the authority to designate any bank, trust company, brokerage firm, or investment advisor to manage the assets and the investment of the assets of the Corporation.

Section 6. Fiscal Year

The fiscal year of the Corporation shall begin on January 1 of each year and end on December 31 of that same year unless modified by action of the Board of Directors.

ARTICLE VIII – Property

The property of the Corporation, unless otherwise directed by donors, shall be held and applied in promoting the general purposes of the Corporation declared in its Articles of Incorporation. No real estate belonging to the Corporation shall be conveyed or encumbered except by authority of a majority vote of the Board of Directors of the Corporation. Any such conveyance or encumbrance shall be executed by the President or the President-Elect of the Corporation in its name and such instrument shall be duly attested and sealed by the Executive Director, Secretary or Treasurer of the Corporation.

ARTICLE IX – Indemnification

The Board of Directors may authorize the Corporation to pay, or cause to be paid by means of insurance or otherwise, any judgment or fine rendered or levied against a present or former Director, officer, employee, or agent of the Corporation in an action brought against such person to impose a liability or penalty for an act or omission alleged to have been committed by such person while a Director, officer, employee, or agent of the Corporation, provided that the Board of Directors shall determine in good faith that such person acted in good faith and without willful misconduct or gross negligence for a purpose which he/she reasonably believed to be in the best interests of the Corporation.

Payments authorized hereunder include amounts paid and expenses incurred in satisfaction of any liability or penalty or in settling any action or threatened action, but in no event shall this Article permit payment of any amount, payment of which would give rise to any liability for taxes or penalties under Chapter 42 of the Internal Revenue Code of 1954, if the Corporation is at such time a private foundation. Indemnification by the Corporation may not be allowed to the extent that such indemnification is contrary to applicable law.

ARTICLE X – Amendments

These bylaws may be amended, altered, or repealed and new bylaws may be adopted by a majority of the Directors present at a meeting of the Board of Directors of the Corporation at which a quorum is present, and not otherwise, at any meeting of the Board, provided that the full text of the proposed amendment or repeal shall have been delivered to each Director of the Corporation at least five days prior to the meeting at which the proposed amendment or repeal will be presented to the Board for action.

ARTICLE XI – Dissolution

Upon dissolution or other termination of the Corporation, any assets remaining after all debts of the Corporation have been paid shall be disposed of as provided in the Articles of Incorporation.

ARTICLE XII – Purpose

These bylaws are adopted for the sole purpose of facilitating the discharge, in an orderly manner, of the purposes of the Corporation. These bylaws shall never be construed in any such way as to impair the efficient operation of the Corporation.

ARTICLE XIII – Miscellaneous

Section 1. Legal Authority Governing Construction of Bylaws.

These bylaws shall be construed in accordance with the laws of the State of Colorado. All references in the bylaws to statutes, regulations or other sources of legal authority shall refer to the authority cited or the successors as they may be amended from time to time.

Section 2. Legal Construction

If any of these bylaw provisions are held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision and these bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in these bylaws.

 

CERTIFICATE OF SECRETARY

The above and foregoing Bylaws of The Rocky Mountain Coal Mining Institute were approved and adopted by The Board of Directors on the 26th day of June 1984.

The Bylaws as amended September 28, 1993 have been adopted and approved by The Board of Directors and said amendments appear in this copy.

The Bylaws as amended June 29, 1996 have been adopted and approved by The Board of Directors and said amendments appear in this copy. (VP @ Large deleted)

The Bylaws as amended June 26, 2001 have been adopted and approved by The Board of Directors and said amendments appear in this copy. (Fiscal year end change from August 31 to December 31.)

The Bylaws as amended June 30, 2002 have been adopted and approved by The Board of Directors and said amendments appear in this copy. (Article IV – Board of Directors – Delete requirement to send additional Board Member to Advisory Board Meeting; Section 4. Regular Meetings – Change from the fall to winter Board meeting the requirement to review the year-end financial and the upcoming budget; and Article V-Officers – Clarify the sentence that states, “Any person may hold more than one office, except that of the President and Secretary.” It should state, “The President cannot also be the secretary concurrently.”)

The Bylaws as amended January 31, 2003 have been adopted and approved by The Board of Directors and said amendments appear in this copy. (Article III – Members – Section I – Class – Add Honorary Member to the list of classes and change three classes to four.)

The Bylaws as amended January 16, 2004 have been adopted and approved by The Board of Directors and said amendments appear in this copy. (Article IV – Members – Section 1. Qualifications; Election; Tenure – change seven voting Directors to eight and add Immediate Past President.)

The Bylaws as amended January 13, 2006 have been adopted and approved by The Board of Director and said amendments appear in this copy. (Article V – Officers – Section 2. Powers and Duties – add Corporate Treasurer).

The Bylaws as amended June 26, 2007 have been adopted and approved by the Board of Directors and said amendments appear in this copy.

1. Article I – Section 2. Update the Objectives and Purposes to reflect new mission of Corporation.

2. Article IV – Section 1. Board of Directors Qualifications, Election, Tenure. – increase size of Board to 14; add Treasurer to Board as non-voting member; creates Regional Directors.

3. Article IV – Section 2, 3 and 4. Meeting Nomenclature – Change nomenclature describing meetings just before convention from “annual” to “yearly.”

4. Article IV – Section 6. Quorum – Change votes here and throughout the Bylaws to state “voting” members of the Board.

5. Article IV – Section 8. Standing Committees – Allows non-Board Members to serve on the Standing Committees; Specifies that the Treasurer sits on the Finance Committee.

6. Article IV – Section 9. Ad Hoc Committees – Eliminates language specifying certain committees; Specifies that the President, with Board approval, appoints the committee chairs and co-chairs; Allow committee chair and co-chair to appoint additional members to their committees without action by the President or Board; Specifies that the Board can remove any committee member.

7. Article IV – Section 11.Action Without a Meeting – Changes requirement for action taken without a meeting from consent by all directors to consent by a majority; specifically allows voting by e-mail.

8. Article V – Section 1. Officers – Eliminates the title “Vice President” as an officer.

9. Article V – Section 2(a). Powers and Duties of President – Specifies the President must appoint just the Committee Chairs or Co-Chairs. The President need not appoint (and the Board Approve) all committee members.

10. Article V – Section 2(c). Powers and Duties of Vice Presidents. Section deleted.

11. Article V – Section 2(d). Powers and Duties of Executive Director. Makes ED a member of the Corporation; Allows the ED to temporarily fulfill the duties of Treasurer.

The Bylaws as amended January 20, 2010 have been adopted and approved by the Board of Directors and said amendments appear in this copy.

Copy throughout the Bylaws has been modified, updated, and made current to reflect the guidelines provided by the Blue Ribbon Commission II; the clarification of nominations, elections and Board of Director mandates; and all inconsistencies found upon close review by a Bylaws review committee appointed by the President during the 2008-2009 term of office.

Karen L. Inzano
Corporate Secretary