By-Laws of the Saugatuck Douglas Art Club
ARTICLE 1: MISSION rev: 10-10-2023
Section 1. Mission
The mission of the Saugatuck Douglas Art Club (SDAC) is to strengthen and inspire the artistic growth of the local visual arts community.
Section 2. SDAC Section 501(c)(3) Purpose
The SDAC is organized exclusively for charitable purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the SDAC shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that of the SDAC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
No substantial part of the activities of the SDAC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the SDAC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the SDAC shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Upon the dissolution of the SDAC, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the SDAC is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE II: MEMBERSHIP AND DUES
Section 1. Any natural person age 18 or older may apply for membership and shall become a member upon receipt by SDAC of the membership application and the payment of the annual dues specified for their selected class of membership.
Section 2. The classes of membership and the amount of annual dues for each class shall be set by the Board of Directors.
Section 3. Annual dues shall be payable as of January 1 of each year, or such other date as the Board may determine.
Section 4. Each member in good standing shall be eligible to vote for the election of Officers and any other matter requiring approval of the membership.
Section 5. Any member may resign by submitting a written resignation to the Secretary. Resignation shall not relieve a member of the obligation to pay unpaid dues, or other charges previously accrued. Membership in good standing is any natural person who has paid their dues. Membership of an individual shall terminate upon the death of the member.
Section 6. Any member or Board member may be terminated for good cause by a two-thirds vote of the Board.
Section 7. The fiscal year for the SDAC shall be January 1 to December 31.
ARTICLE III. SCHEDULE AND QUORUM FOR MEETINGS OF THE MEMBERSHIP
Section1. There shall be an Annual Meeting of the membership in October of each year or such other date as the Board may designate. Reasonable notice shall be given by mail or electronic transmission as to the time and place established by the Board for each meeting. Members may not participate by conference telephone or other means of remote communication unless specifically approved by the Board.
Section 2. Special meetings of the SDAC membership may be called at the direction of the President, provided reasonable advance notice is given.
Section 3. At any regular or special meeting of the members, a quorum shall be a majority of the members present at the meeting who are entitled to vote.
Section 4. The Board of Directors shall hold regular meetings. A majority of the Board members then in office shall constitute a quorum for the transaction of business at any Board meeting. The vote of a majority of Board members present at a meeting at which a quorum is present constitutes the action of the Board.
Section 5. Members of the Board may participate in any meeting by conference telephone or remote communication, to the extent permitted by the Michigan Nonprofit Corporation Act (“MNCA”) and procedures adopted by the Board. Participation in such manner constitutes presence in person at the meeting.
Section 6. Action required or permitted to be taken, under authorization voted at a meeting of the Board or a committee of the Board, may be taken without a meeting, if before or after the action, all members of the Board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent has the same effect as a vote of the Board or committee for all purposes.
ARTICLE IV: OFFICERS
Section 1. The Board of Directors shall be composed of the four officers (President, Vice President, Treasurer and Secretary) and up to a maximum of seven members-at-large.
Section 2. The President
a. The President shall preside over the meetings of the Board of Directors and of the membership.
b. The President shall appoint, with the consent of the Board, nonexecutive committees to conduct the business of the organization, and shall appoint the chair of each committee. The President shall serve as an ex-officio member of all committees except the Nominating Committee.
c. The President shall be responsible for the executive supervision of the activities of the SDAC and shall present a report at the annual meeting of members. With the approval of the Board of Directors, the President shall be the sole spokesperson and negotiator for the SDAC, unless another member is so designated by the President and approved by a majority of the Board of Directors.
d. The President shall have authority to sign and execute contracts or other instruments, in accordance with policies regarding spending limits as set by the Board.
Section 3. The Vice President shall assume the duties of the President in his/her/their temporary absence or incapacity. The Vice President shall take on special projects at the request of the President or otherwise assist the President.
Section 4. The Secretary shall keep the minutes of the Annual Meeting, Board meetings, maintain a record of approved minutes for the SDAC archives, maintain the current copy of the Articles of Incorporation, bylaws, policies, and other official documents and papers of the organization.
Section 5. The Treasurer shall have charge of all funds of the organization, maintain all membership information, receive all money, pay all approved bills, and present a report of receipts, distribution and balances at each monthly Board Meeting and general meeting. He/she/they shall present a financial report at the annual meeting. An outside audit will be conducted at least every 5 years.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Directors shall serve without compensation, except for reimbursement of actual expenses relating to the operation of the SDAC according to procedures established by the Board of Directors. The Directors shall not be personally liable for debts, liabilities, or other obligations of the SDAC.
Section 2. Any Officer or member of the Board may resign at any time by giving written notice to the Board of Directors or the President or the Secretary of the SDAC. Any such resignation shall take effect on the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3. The Board of Directors shall decide all questions of policy, direction, and operation of the SDAC, subject to the approval of the membership when and if such is required. Among other things, the Board of Directors shall be responsible for developing, updating on a regular basis, and overseeing the implementation of a Strategic Plan for the SDAC and for developing and maintaining effective management structures, systems, and activities necessary to meet the mission, goals, and objective of the Plan.
Section 4. The Board of Directors shall hold regular meetings according to a schedule set by the President. Special meetings of the Board may be called at the direction of the President, provided reasonable advance notice is given.
Section 5. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent has the same effect as a vote of the Board or committee for all purposes.
Section 6. The SDAC shall maintain continuous “Directors and Officers” insurance coverage in type and amounts sufficient to reasonably protect officers and other members of the Board from payment of damages for liability or the payment of attorney’s fees or expenses, consistent with applicable law.
ARTICLE VI: ELECTIONS
Section 1. At or before the September board meeting, the President shall appoint a Nominating Committee composed of the three (3) members, and approved by the Board. The Nominating Committee shall prepare a slate of members in good standing, willing to serve if elected, for each open Officer position. The Committee shall seek information about potential candidates for open positions whose terms are expiring. The Committee will consider a person’s willingness to serve, and their related experience and qualifications to perform the duties of the open position. At their discretion, the Nominating Committee will then prepare a slate of candidates for the openings to be voted on at the Annual Meeting.
Section 2. The election of expiring Officer positions shall take place each year at the October Annual Meeting following the guidelines for a quorum outlined in Article III, Section 3 based on the slate of candidates nominated by the Nominating Committee. If a nominated candidate fails to receive a majority vote from the membership, then nominations will be solicited from the floor. The election of a nominee must meet the majority rule. If no candidate is identified through the process, then the board is empowered to conduct a search for a suitable candidate to be voted on that the next scheduled meeting of the Board. Approval of the appointment would still require a majority vote of the Board. The newly elected Officers shall be installed at the December meeting of the Board and begin their term January 1. In the interim between the election and the taking of office (and thereafter as necessary), the outgoing Officers shall work with the newly elected Officers as needed to ensure a smooth transition of office.
Section 3. Each member of the Board shall serve for a term of two years ending in any given office, and may serve no more than two consecutive terms in that office, unless approved by the Board. Officers may also serve terms in other offices, as governed by the term limitations as described in this section. Hence forth President and Secretary will be on even years. The terms of the Vice President and Treasurer will begin on odd years.
Section 4. In the event any officer does not complete their term of office, the President along with the other Officers, will nominate a candidate to complete the rest of the term. Approval of the candidate requires a majority vote of the Board. If the candidate nominated by the Officers does not receive a majority vote, then the nominations may be made by other Board members. New nominees would need to be vetted for their desire and ability to serve if approved. That candidate then must receive a majority vote of the Board.
ARTICLE VII. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the State of Michigan, the SDAC shall indemnify any person that was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders or members, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe that the conduct was unlawful.
The forgoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Action by or in the Right of the Corporation
To the full extent authorized under the laws of the State of Michigan, the SDAC shall indemnify any person that was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for expenses, including attorney’s fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders or members.
Section 3. A determination whether indemnification is proper under the circumstances shall be made according to the provisions of MCNA section 564a and other applicable law.
Section 4. Advancement of Expenses
The SDAC shall pay or reimburse the reasonable expenses incurred by a director, officer, employee, non-director volunteer, or agent of the corporation or a person that is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another domestic corporation, foreign corporation, domestic business corporation, foreign business corporation, partnership, limited liability company, joint venture, trust, or other enterprise, whether for profit or not, that is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if the person furnishes the corporation a written agreement, executed personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did not meet the standard of conduct, if any, required by this act for the indemnification of a person under the circumstances.
Section 5. The SDAC may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the SDAC would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE VIII: POLICIES
The Board of Directors may, from time to time, adopt formal policies regarding various activities of the SDAC.
ARTICLE IX: PARLIAMENTARY AUTHORITY
The latest edition of Robert’s Rules of Order shall be the authority for the conduct of all meetings for the SDAC and its Board, insofar as such rules are consistent with the Articles of Incorporation, the Bylaws, and applicable law.
ARTICLE X: AMENDMENTS TO THE BYLAWS
Any of these Bylaws may be amended or repealed, and any new bylaw may be adopted, by majority vote of those entitled to vote at the annual or any special meeting of general members, or by ballot mailed (by U.S. mail and/or electronic transmission (as decided by the Board)) to all members with previous written notice of any amendment provided to the general members. A simple majority vote of those members casting ballots is necessary to approve an amendment.
Section 1. Mission
The mission of the Saugatuck Douglas Art Club (SDAC) is to strengthen and inspire the artistic growth of the local visual arts community.
Section 2. SDAC Section 501(c)(3) Purpose
The SDAC is organized exclusively for charitable purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the SDAC shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that of the SDAC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
No substantial part of the activities of the SDAC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the SDAC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the SDAC shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Upon the dissolution of the SDAC, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the SDAC is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE II: MEMBERSHIP AND DUES
Section 1. Any natural person age 18 or older may apply for membership and shall become a member upon receipt by SDAC of the membership application and the payment of the annual dues specified for their selected class of membership.
Section 2. The classes of membership and the amount of annual dues for each class shall be set by the Board of Directors.
Section 3. Annual dues shall be payable as of January 1 of each year, or such other date as the Board may determine.
Section 4. Each member in good standing shall be eligible to vote for the election of Officers and any other matter requiring approval of the membership.
Section 5. Any member may resign by submitting a written resignation to the Secretary. Resignation shall not relieve a member of the obligation to pay unpaid dues, or other charges previously accrued. Membership in good standing is any natural person who has paid their dues. Membership of an individual shall terminate upon the death of the member.
Section 6. Any member or Board member may be terminated for good cause by a two-thirds vote of the Board.
Section 7. The fiscal year for the SDAC shall be January 1 to December 31.
ARTICLE III. SCHEDULE AND QUORUM FOR MEETINGS OF THE MEMBERSHIP
Section1. There shall be an Annual Meeting of the membership in October of each year or such other date as the Board may designate. Reasonable notice shall be given by mail or electronic transmission as to the time and place established by the Board for each meeting. Members may not participate by conference telephone or other means of remote communication unless specifically approved by the Board.
Section 2. Special meetings of the SDAC membership may be called at the direction of the President, provided reasonable advance notice is given.
Section 3. At any regular or special meeting of the members, a quorum shall be a majority of the members present at the meeting who are entitled to vote.
Section 4. The Board of Directors shall hold regular meetings. A majority of the Board members then in office shall constitute a quorum for the transaction of business at any Board meeting. The vote of a majority of Board members present at a meeting at which a quorum is present constitutes the action of the Board.
Section 5. Members of the Board may participate in any meeting by conference telephone or remote communication, to the extent permitted by the Michigan Nonprofit Corporation Act (“MNCA”) and procedures adopted by the Board. Participation in such manner constitutes presence in person at the meeting.
Section 6. Action required or permitted to be taken, under authorization voted at a meeting of the Board or a committee of the Board, may be taken without a meeting, if before or after the action, all members of the Board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent has the same effect as a vote of the Board or committee for all purposes.
ARTICLE IV: OFFICERS
Section 1. The Board of Directors shall be composed of the four officers (President, Vice President, Treasurer and Secretary) and up to a maximum of seven members-at-large.
Section 2. The President
a. The President shall preside over the meetings of the Board of Directors and of the membership.
b. The President shall appoint, with the consent of the Board, nonexecutive committees to conduct the business of the organization, and shall appoint the chair of each committee. The President shall serve as an ex-officio member of all committees except the Nominating Committee.
c. The President shall be responsible for the executive supervision of the activities of the SDAC and shall present a report at the annual meeting of members. With the approval of the Board of Directors, the President shall be the sole spokesperson and negotiator for the SDAC, unless another member is so designated by the President and approved by a majority of the Board of Directors.
d. The President shall have authority to sign and execute contracts or other instruments, in accordance with policies regarding spending limits as set by the Board.
Section 3. The Vice President shall assume the duties of the President in his/her/their temporary absence or incapacity. The Vice President shall take on special projects at the request of the President or otherwise assist the President.
Section 4. The Secretary shall keep the minutes of the Annual Meeting, Board meetings, maintain a record of approved minutes for the SDAC archives, maintain the current copy of the Articles of Incorporation, bylaws, policies, and other official documents and papers of the organization.
Section 5. The Treasurer shall have charge of all funds of the organization, maintain all membership information, receive all money, pay all approved bills, and present a report of receipts, distribution and balances at each monthly Board Meeting and general meeting. He/she/they shall present a financial report at the annual meeting. An outside audit will be conducted at least every 5 years.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Directors shall serve without compensation, except for reimbursement of actual expenses relating to the operation of the SDAC according to procedures established by the Board of Directors. The Directors shall not be personally liable for debts, liabilities, or other obligations of the SDAC.
Section 2. Any Officer or member of the Board may resign at any time by giving written notice to the Board of Directors or the President or the Secretary of the SDAC. Any such resignation shall take effect on the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3. The Board of Directors shall decide all questions of policy, direction, and operation of the SDAC, subject to the approval of the membership when and if such is required. Among other things, the Board of Directors shall be responsible for developing, updating on a regular basis, and overseeing the implementation of a Strategic Plan for the SDAC and for developing and maintaining effective management structures, systems, and activities necessary to meet the mission, goals, and objective of the Plan.
Section 4. The Board of Directors shall hold regular meetings according to a schedule set by the President. Special meetings of the Board may be called at the direction of the President, provided reasonable advance notice is given.
Section 5. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent has the same effect as a vote of the Board or committee for all purposes.
Section 6. The SDAC shall maintain continuous “Directors and Officers” insurance coverage in type and amounts sufficient to reasonably protect officers and other members of the Board from payment of damages for liability or the payment of attorney’s fees or expenses, consistent with applicable law.
ARTICLE VI: ELECTIONS
Section 1. At or before the September board meeting, the President shall appoint a Nominating Committee composed of the three (3) members, and approved by the Board. The Nominating Committee shall prepare a slate of members in good standing, willing to serve if elected, for each open Officer position. The Committee shall seek information about potential candidates for open positions whose terms are expiring. The Committee will consider a person’s willingness to serve, and their related experience and qualifications to perform the duties of the open position. At their discretion, the Nominating Committee will then prepare a slate of candidates for the openings to be voted on at the Annual Meeting.
Section 2. The election of expiring Officer positions shall take place each year at the October Annual Meeting following the guidelines for a quorum outlined in Article III, Section 3 based on the slate of candidates nominated by the Nominating Committee. If a nominated candidate fails to receive a majority vote from the membership, then nominations will be solicited from the floor. The election of a nominee must meet the majority rule. If no candidate is identified through the process, then the board is empowered to conduct a search for a suitable candidate to be voted on that the next scheduled meeting of the Board. Approval of the appointment would still require a majority vote of the Board. The newly elected Officers shall be installed at the December meeting of the Board and begin their term January 1. In the interim between the election and the taking of office (and thereafter as necessary), the outgoing Officers shall work with the newly elected Officers as needed to ensure a smooth transition of office.
Section 3. Each member of the Board shall serve for a term of two years ending in any given office, and may serve no more than two consecutive terms in that office, unless approved by the Board. Officers may also serve terms in other offices, as governed by the term limitations as described in this section. Hence forth President and Secretary will be on even years. The terms of the Vice President and Treasurer will begin on odd years.
Section 4. In the event any officer does not complete their term of office, the President along with the other Officers, will nominate a candidate to complete the rest of the term. Approval of the candidate requires a majority vote of the Board. If the candidate nominated by the Officers does not receive a majority vote, then the nominations may be made by other Board members. New nominees would need to be vetted for their desire and ability to serve if approved. That candidate then must receive a majority vote of the Board.
ARTICLE VII. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the State of Michigan, the SDAC shall indemnify any person that was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders or members, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe that the conduct was unlawful.
The forgoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Action by or in the Right of the Corporation
To the full extent authorized under the laws of the State of Michigan, the SDAC shall indemnify any person that was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for expenses, including attorney’s fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders or members.
Section 3. A determination whether indemnification is proper under the circumstances shall be made according to the provisions of MCNA section 564a and other applicable law.
Section 4. Advancement of Expenses
The SDAC shall pay or reimburse the reasonable expenses incurred by a director, officer, employee, non-director volunteer, or agent of the corporation or a person that is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another domestic corporation, foreign corporation, domestic business corporation, foreign business corporation, partnership, limited liability company, joint venture, trust, or other enterprise, whether for profit or not, that is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if the person furnishes the corporation a written agreement, executed personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did not meet the standard of conduct, if any, required by this act for the indemnification of a person under the circumstances.
Section 5. The SDAC may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the SDAC would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE VIII: POLICIES
The Board of Directors may, from time to time, adopt formal policies regarding various activities of the SDAC.
ARTICLE IX: PARLIAMENTARY AUTHORITY
The latest edition of Robert’s Rules of Order shall be the authority for the conduct of all meetings for the SDAC and its Board, insofar as such rules are consistent with the Articles of Incorporation, the Bylaws, and applicable law.
ARTICLE X: AMENDMENTS TO THE BYLAWS
Any of these Bylaws may be amended or repealed, and any new bylaw may be adopted, by majority vote of those entitled to vote at the annual or any special meeting of general members, or by ballot mailed (by U.S. mail and/or electronic transmission (as decided by the Board)) to all members with previous written notice of any amendment provided to the general members. A simple majority vote of those members casting ballots is necessary to approve an amendment.