AMENDED AND RESTATED BYLAWS OF THE

 SAINT BOTOLPH NEIGHBORHOOD ASSOCIATION, INC.

(As Adopted May 2001)

 

Article I.  GENERAL

 

Section 1.  Name

The name of the organization, as set forth in the amended articles of organization of the corporation, is:  Saint Botolph Neighborhood Association, Inc. (referred to herein as the “Association”).  The Association was incorporated effective January 26, 1966, under Chapter 180 of the General Laws of Massachusetts.

Section 2.  Purposes

The purposes of the organization are:  to promote the general welfare of the Saint Botolph Street community and to protect and upgrade the neighborhood’s residential and historical character.  Further purposes include:  to promote a clean, safe and well maintained neighborhood; to serve as a communication channel with the City of Boston and other government agencies on issues affecting the neighborhood; to promote and strive for the improvement and beautification of the neighborhood and the public spaces and facilities located therein; and to foster civic spirit, goodwill and friendship between and among all residents of the neighborhood.

Section 3.  Boundaries

The boundaries of the Saint Botolph Street neighborhood in the City of Boston, Massachusetts to be covered and encompassed by the activities of the Association are as follows:  on the north, by the center line of Huntington Avenue; on the east up to and including the structures on the east side of Harcourt Street; on the south by the center line of the Southwest Corridor Park of the Metropolitan District Commission; and on the west up to and including the structures on the west side of Massachusetts Avenue.  All such boundary designations shall be those designations as in effect on the date of adoption of these amended and restated bylaws.

Section 4.  Location of Principal Office

The location of the principal office of the Association in the Commonwealth of Massachusetts is set forth in the Association’s most recent annual report as filed with the Secretary of State of the Commonwealth of Massachusetts.  The directors may change the location of the principal office of the Association in the Commonwealth of Massachusetts, effective upon the filing of a certificate of such change with the Secretary of State of the Commonwealth of Massachusetts.

Section 5.  Fiscal Year

The fiscal year shall end December 31 or such other date as the directors may determine.

Section 6.  Operation Not for Profit

The Association shall not be operated for profit, and no part of the net income thereof, if any, shall inure to the benefit of any member, private individual, person or organization, and upon termination and liquidation of the Association, its assets remaining after the payment of all its obligations, shall be donated to a public charity as determined by the board of directors.

Section 7.  Permitted Investments and Financial Instruments.

The board shall have exclusive authority to invest the assets of the Association in (a) savings, checking and money market accounts at sound financial institutions and (b) a reasonable portion thereof in mutual funds, including those owning underlying government and corporate bonds, equities and other instruments as the board may determine from time to time.  The board may delegate to a committee the determination of the composition of its assets and investment composition as it alone shall determine.

 

Article II.  MEMBERSHIP

 

Section 1.  Enumeration

The initial members of the Association shall be those individuals who are members of the Association on the date of adoption of these amended and restated bylaws.   Thereafter, candidates for membership shall become members upon (i) meeting the qualifications set forth in Section 2 of this Article II, (ii) duly completing, signing and delivering to an officer or director of the Association a membership application in a form established by the Association, and (iii)  paying the dues required pursuant to Section 3 of this Article II. 

Section 2.  Qualifications

All candidates for membership and members must be either (a) a natural person over the age of eighteen (18) who either resides, and shall have resided for at least thirty (30) consecutive days, or owns property (either directly or through any indirect means such as a trust or other ownership entity) within the Association’s boundaries set forth in Section 3 of Article I hereof or (b) a business, non-profit organization or other corporation or institution that owns or leases property (either directly or through any indirect means such as a trust or other ownership entity) within the Association’s boundaries set forth in Section 3 of Article I hereof.

Section 3.  Dues

All members shall pay dues annually to the Association in such amount as may be determined from time to time by the board of directors and ratified by the members; provided, however, that such annual amount shall not exceed One Hundred Dollars ($100).  Dues may be paid in person or by mail to the treasurer or, if any so exists, the chairperson of the membership committee.

Section 4.  Resignation

Any member may resign at any time by giving notice of his or her resignation in writing to any officer or director of the Association.  If at any time a member ceases to meet the qualifications set forth in Section 2 of this Article II, such member shall be deemed to have resigned at such time.

Section 5.  Sponsors, Benefactors, Contributors, Advisors, Friends of the Association

Persons, groups of persons, corporations or other institutions (whether or not resident or otherwise owning or leasing property within the Association’s boundaries set forth in Section 3 of Article I hereof) designated by a majority of the board of directors as sponsors, benefactors, contributors, advisors or friends of the Association or such other title as the board deems appropriate shall serve in an honorary capacity and may attend member meetings; provided, that in such capacity they shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum and shall have no other rights or responsibilities.

 

Article III.  MEETINGS OF THE MEMBERS

 

Section 1.  Place and Number

All meetings of the members shall be held at such place within the City of Boston, Massachusetts, as shall be set forth in the notice as provided for in Section 5 of this Article III.   The Association shall hold at least four meetings of the members each year, including annual, regular and special meetings.

Section 2.  Annual Meeting

The annual meeting of the members shall be held on the first Wednesday in April of each year and shall be called by the president, vice president, treasurer, clerk or any director.  If the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.

Section 3.  Regular Meetings

Regular meetings of the members shall be held at least once per quarter and shall be called by the president, vice president, clerk or any three (3) directors.  Subject to the provisions of Section 1 of this Article III, any regular meeting may be cancelled by vote of the directors.

Section 4.  Special Meetings

Special meetings of the members may be called by the president or by any three (3) directors.  Special meetings of the members shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer or director, upon written application of any twelve (12) or more members entitled to vote thereat.  In case none of the officers or directors is able and willing to call a special meeting, the superior or supreme judicial court, upon application of said members entitled to vote thereat, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law.

Section 5.  Notice

All meetings of the members shall be called by giving at least four (4) calendar days notice to each member stating the place, day and hour for the meetings and the general purpose thereof.  Notices shall be posted on the official bulletin board or boards maintained by the Association for such purpose or mailed postpaid to, or delivered to or posted at, the addresses of the members as they appear in the records of the Association.  Whenever notice of a meeting is required to be given a member under applicable law, the articles of organization or these bylaws, a written waiver thereof, executed before or after the meeting by such member or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.  Notwithstanding the foregoing, notice of any change of the date fixed in Section 2 of this Article III for the annual meeting shall be given to all members at least ten (10) calendar days before the earlier of such date and the new date fixed for such meeting.

Section 6.  Quorum

A number of members entitled to vote under Section 7 of this Article equal to at least ten percent (10%) of all members so eligible to vote (including at least a majority of the board of directors then in office) present in person shall constitute a quorum for any member vote, but a smaller number may adjourn from time to time without further notice until a quorum is present.

Section 7.  Voting

At all meetings of the members, each member shall be entitled to one (1) vote; provided, however, that no member shall be entitled to vote at any meeting (including annual meetings held to elect officers and directors) unless he or she was a member in good standing at least thirty (30) calendar days prior to such meeting of the members.  When a quorum is present at any meeting, the vote of a majority of the votes cast by members shall, except where a larger vote may be required by law, the articles of organization or these bylaws, decide any question brought before the meeting. 

 

Article IV.  OFFICERS, DIRECTORS AND COMMITTEES

 

Section 1.  Enumeration

The Association shall have a board consisting of not fewer than four (4) nor more than eleven (11) directors who shall have the powers and duties of a board of directors under Massachusetts law.  The minimum required officers of the Association shall be a president, vice president, treasurer and clerk.  The board may elect additional officers as they may determine from time to time, including committee chairpersons, assistant treasurers and assistant clerks, with such powers (including whether or not such officers shall also be board members) as the board alone shall determine.  The president and immediate past president (if such individual is a member) shall be directors of the Association by virtue of their offices.  The board of directors may designate persons or groups of persons as sponsors, committee members, benefactors, contributors or advisors of the Association or such other titles (and with such powers) as the board, in its sole judgment, may deem appropriate.

Section 2.  Qualifications

All officers and directors must be members at the time of their election as officers or directors and at all times thereafter while in office.  Any officer or director who ceases for any reason to be a member (including failure to meet the requirements set forth in Article II hereof) shall be deemed to have resigned from office; provided, that in order for such resignation to be effective, such officer shall first be given notice of such deficiency and given the opportunity to cure within ten (10) days of such notice.  No officer need be a director, but the president and immediate past president (if such individual is a member) shall be directors by virtue of their offices.  Two or more offices may be held by the same person.  The clerk shall be a resident of Massachusetts unless a resident agent shall have been appointed pursuant to Massachusetts law.

Section 3.  Directors

The initial directors of the Association shall be those individuals who are directors of the Association on the date of adoption of these amended and restated bylaws.   Thereafter, the directors shall be elected for two (2) year terms every other year at an annual meeting of the members.  The president, the immediate past president (if such individual is a member) and the vice president, treasurer and clerk shall each be a director of the Association, with full authority and responsibility as such, by virtue of their offices.  Subject to the limitations set forth in Section 1 of this Article IV, additional directors of the Association may be elected from time to time by either (a) a majority vote of the directors then in office (provided, that any such appointment must be confirmed by a majority vote of the members at the next meeting of members for which a quorum is present) or (b) the members, by a majority of the members casting votes at any meeting for which a quorum is present.  Except as hereinafter provided, the directors shall hold office until the next election at an annual meeting of the members and until their respective successors are duly elected and qualified.

Section 4.  Officers

The initial officers of the Association shall be those individuals holding office on the date of adoption of these amended and restated bylaws.  The members, at the first annual meeting of members after the date of adoption of these amended and restated bylaws, and every second year thereafter, shall elect a president, vice president, treasurer and clerk (collectively the “Elected Officers”). Except as hereinafter provided, the Elected Officers shall hold office until the next election at an annual meeting of the members and until their respective successors are duly elected and qualified.  The directors also may at any time elect such other officers as permitted under Section 1 of this Article IV; provided, that any such appointment must be confirmed by a majority vote of the members casting votes at the next meeting of members for which a quorum is present.  Outgoing officers shall confer and consult with their successors to the extent reasonably requested.

Section 5.  Associations

The directors may establish one or more committees (including an executive committee) and shall appoint the chairperson of each such committee.  The chairperson of each committee shall appoint the members of such committee.  All members of any such committee shall at all times be members of the Association determined in accordance with Article II hereof.  The members of any committee shall remain in office at the pleasure of the chairperson of such committee and shall be deemed to have resigned from such committee upon the resignation or removal of such chairperson or upon ceasing to be a member of the Association.    The directors may delegate to any such committee or committees any or all of their powers, except the power to (a) authorize a petition for the dissolution of the corporation; (b) change the principal office of the corporation; (c) amend these bylaws; (d) elect officers and fill vacancies in any such offices; (e) change the number of the board of directors and fill vacancies in the board of directors; (f) remove officers or directors from office; or (g) authorize a merger.  Any committee to which the powers of the directors are delegated shall consist solely of directors.  Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these bylaws for the directors.  Association chairpersons shall make such periodic reports to the board of directors and the members as are requested by the board or the president.  The chairperson of any committee shall remain in office at the pleasure of the directors.

Section 6.  Resignation

Any director or officer may resign at any time by giving his or her resignation in writing to the president, vice president, treasurer, clerk or any other officer or director of the Association.  Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 7.  Removal

The Elected Officers, including the president, may be removed from their respective offices (including their position as director) with or without cause by at least a two-thirds (2/3) supermajority vote of the members casting votes at any meeting for which a quorum is present in accordance with Section 6 of Article III.  If an Elected Officer (including the president) is so removed from office, he or she shall also be deemed to have been removed as a director.  If the president is so removed from office, he or she shall not be deemed to have the office of immediate past president for any purpose hereunder. 

Directors other than Elected Officers may be removed from office at any time (a) with or without cause by a majority vote of the members casting votes at meeting for which a quorum is present in accordance with Section 6 of Article III or (b) with cause as decided by a vote of two-thirds (2/3) of the directors then in office.  An officer other than an Elected Officer may be removed with or without cause by a majority vote of the directors.  A director or officer may be removed with cause only after reasonable notice and opportunity to be heard before the body proposing to remove the director or officer. For purposes of any vote called for under this Section 7 of Article IV, the director or officer who is the subject of the removal vote shall not be entitled to vote on such matter.

Section 8.  Vacancies

Continuing directors may act despite a vacancy or vacancies in the board and shall for this purpose be deemed to constitute the full board.  Any vacancy in the board of directors or among any of the Elected Officers, whether caused by a removal under Section 7 of this Article IV or otherwise, may be filled by an appointment approved by either (a) a majority vote of the members casting votes at a meeting for which a quorum is present or (b) a majority vote of the board of directors; provided, that in order to be effective, any such appointment by the directors must be affirmed by a majority vote of the members at the next meeting of members.  In the event of a vacancy in the office of president, the vice president shall have and exercise all the powers and duties of the president until a president is duly elected and qualified, and the directors shall call a meeting of the members within sixty (60) days for the purpose of electing a president.

 

Article V.  meetings of the board of directors

 

Section 1.  Place and Number

Meetings of the board of directors shall be held at such place within the City of Boston, Massachusetts as may be named in the notice of such meeting.  The board shall hold at least six (6) meetings of the directors each year, at such times as the directors may fix from time to time, and may be called by the president, vice president, clerk or any two (2) directors.  Subject to the provisions of Section 1 of this Article V, any meeting of the board of directors may be cancelled by majority vote of the directors.

Section 2.  Notice

Forty-eight (48) hours’ notice by facsimile, electronic mail, telephone or word of mouth, or seventy-two (72) hours’ notice by first class mail, shall be given for a special meeting unless shorter notice is adequate under the circumstances.  A notice or waiver of notice need not specify the purpose of any meeting.  Notice of a meeting need not be given to any director if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her.

Section 3.  Quorum

A majority of the directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present.  If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law, the articles of organization or these bylaws.

Section 4.  Action by Consent; Telephone Conference Meetings

Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors.  Such consents shall be treated for all purposes as a vote at a meeting.  Members of the board of directors of the Association or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons 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 5.  Vote of Interested Directors

A director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which the Association contemplates contracting or transacting business (including engaging in litigation) shall disclose his or her relationship or interest to the other directors acting upon or in reference to such contract or transaction.  No director so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum.  The affirmative vote of a majority of the disinterested directors shall be required before the Association may enter into such contract or transaction.

In case the Association enters into a contract or transacts business with any firm, corporation or association of which one or more of the Association’s directors is a member, stockholder, trustee, director, officer, or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such director or directors of the Association have or may have interests therein which are or might be adverse to the interests of the Association.  No director or directors of the Association having disclosed such adverse interest shall be liable to the Association or to any creditor of the Association or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such director or directors of the Association be accountable for any gains or profits to be realized thereon.

 

Article VI.  powers and duties of directors and officers

 

Section 1.  Directors

The directors shall be responsible for the general management and supervision of the business and affairs of the Association except with respect to those powers reserved to the members by law, the articles of organization or these bylaws.  The board of directors may from time to time delegate any of its powers to committees in accordance with the provisions of Section 5 of Article IV hereof.  Each director (other than an ex officio director) shall perform such duties, including serving as chairperson of a committee, as may be determined from time to time by the board of directors.

Section 2.  President

The president shall be the chief executive officer of the Association and as such shall have charge of the affairs of the Association subject to the supervision of the board of directors and shall preside at all meetings at which he or she is present.  The president shall also have such other powers and duties as customarily belong to the office of president or as may be designated from time to time by the board of directors.

Section 3.  Vice President

The vice president shall have such powers and duties as may be designated from time to time by the board of directors.  The vice president shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his or her inability to act.

Section 4.  Treasurer

The treasurer shall be the chief financial officer of the Association.  The Treasurer shall have the custody of all funds of the Association and shall deposit the same in the name of the Association in such bank(s) or other financial institutions as the board of directors may designate.  Subject to the provisions of Section 6 of this Article VI, the treasurer shall sign all checks, drafts, notes and orders for the payment of money, and pay out and dispose of the same under the direction of the board of directors.  The treasurer shall keep full and accurate records of the financial affairs of the Association.  The treasurer shall also prepare (or cause to be prepared) and file in a timely manner all tax returns and financial reports as may be required by federal, state or local law.  The Treasurer shall prepare and distribute to the board of directors, at least semi-annually, a written accounting of the financial condition of the Association.  Semi-annually, the treasurer shall prepare and distribute to the members a written accounting of the financial condition of the Association that has been approved for such distribution by the board of directors.  The treasurer shall at all reasonable times keep the books and accounts of the Association open to inspection by any director. The treasurer shall also have such powers and duties as customarily belong to the office of treasurer or as may be designated from time to time by the president or the board of directors.

Section 5.  Clerk

The clerk shall record all proceedings of the members and directors in a book or books to be kept therefor and shall have custody of the records (other than financial records) of the Association.  Such book or books shall also contain records of all meetings of incorporators and the original or an attested copy of the Articles of Organization and bylaws of the Association and (unless otherwise delegated by the board to a membership committee chairperson) the names of all members, directors and officers and the address of each.  The clerk (or such membership committee chairperson) shall keep such records open at all reasonable times to the inspection of any member.  The clerk shall ensure that all notices are duly given in accordance with the provisions of these bylaws or as otherwise required by law.  The clerk shall prepare and file with the Secretary of State of the Commonwealth of Massachusetts an annual report as required by Section 26A of Chapter 180 of the General Laws of Massachusetts and shall prepare and file all other reports and certificates as may be required by such Chapter 180 to be filed with such Secretary of State.  Copies of all such reports shall be kept with the records of the Association.  The clerk shall perform all duties ordinarily incident to the office of a clerk of a corporation and such other duties as may be assigned from time to time by the board of directors or the president.

Section 6. Acting and Other Officers

In the event of any officer’s death, disability, resignation, absence, or refusal or other failure to perform duties, the board of directors, acting by majority vote of the directors then in office, may designate any member as an acting officer in order to perform the required duties until such time as the original officer is able to resume his or her duties or is replaced in accordance with the provisions of Article IV hereof.  Acting and other officers shall have such powers as may be designated from time to time by the board of directors.

Section 7.  Expenditures

All funds collected or received by the Association shall be used to carry out the purposes described in Section 2 of Article I hereof.  No officer or director may make (or authorize to be made) any expenditure, or series of related expenditures, on behalf of the Association in excess of Three Hundred Fifty Dollars ($350) without prior approval of the board of directors.  No officer or director may make (or authorize to be made) any expenditure, or series of related expenditures, on behalf of the Association in excess of One Thousand Dollars ($1,000) without prior approval of the members.  All checks in excess of Three Hundred Fifty Dollars ($350) shall require the signature of two (2) officers or directors.

 

Article VII.  NO PERSONAL LIABILITY

 

The members, directors and officers of the Association shall not be personally liable for any debt, liability or obligation of the Association.  All persons, corporations or other entities extending credit to, contracting with or having any claim against, the Association may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Association.

 

Article VIII.  indemnification of directors and officers

 

Section 1.  General Indemnification Provisions.

The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director, officer, employee or agent of the Association or who at the request of the Association may serve or at any time has served as a director, officer or director of, or in a similar capacity with, another organization, against all expenses and liabilities (including reasonable counsel fees as well as judgments, damages, fines, excise taxes, penalties and amounts payable in settlements) imposed upon or reasonably incurred by such person in connection with any threatened, pending or completed action, suit, claim or other proceeding, whether civil, criminal, administrative or investigative in nature, in which he or she may become involved by reason of his or her serving or having served in such capacity on behalf of the Association (other than a proceeding voluntarily initiated by such person unless (a) he or she is successful on the merits, (b) the proceeding was authorized by the Association or (c) the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification hereunder shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association; and provided further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof shall have been approved by the board of directors, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction.  Such indemnification shall include payment by the Association of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.

A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to another organization shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such other organization or of the participants or beneficiaries of, or other persons with interests in, such other organization to whom he or she had a fiduciary duty.

Section 2.  Indemnfication Requiring Authorization or Approval.

Where indemnification hereunder requires authorization or approval by the Association, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the Association approves the payment of indemnification, such director shall be wholly protected, if:

 

(A)  the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceedings and have been delegated authority for this special purpose by the full board (in which delegation decision directors who are parties may participate) or (3) if a quorum is not available for the determination under either of the preceding clauses (1) or (2), a majority vote of disinterested members ; or

 

(B)  the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Association) appointed for the purpose by vote of the directors or in the manner specified in clauses (1) or (2) of subparagraph (A); or

 

(C)  the payment is approved by a court of competent jurisdiction; or

 

(D)  the directors may have otherwise acted in accordance with the standard of conduct set forth in Chapter 180 of the General Laws of Massachusetts.

Section 3.  Payment of Indemnified Liabilities.

Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within thirty (30) days, after the receipt by the Association of a written request therefor from the person to be indemnified, unless with respect to a claim for indemnification the Association shall have determined that the person is not entitled to indemnification.  If the Association denies the request or if payment is not made within such thirty-day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also to indemnification for the expenses of prosecuting such action.  Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the Association.

Section 4.  Advances; Repayment of Advances Where Not Entitled to Indemnification.

Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of director, officer, employee or agent of the Association to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Association pursuant to this Article VIII.

Section 5.  Contractual Right to Indemnification; Rights Not Exclusive.

The right of indemnification under this Article VIII shall be a contract right inuring to the benefit of the directors, officers and other persons entitled to be indemnified hereunder (including former officers, directors and other persons who shall remain entitled to indemnification hereunder notwithstanding the discontinuation of their positions on behalf of the Association) and no amendment or repeal of this Article VIII shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal (including, without limitation, rights to indemnification for conduct occurring before such time whether or not claims against such director, officer or other person have arisen before such time).  Each individual who is or becomes a director, officer, employee or agent of the Association shall be deemed to have served or to have continued to serve in such capacity in reliance upon the rights to indemnity and advancement of expenses provided in this Article VIII.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder.  The indemnification provided hereunder, to the extent authorized by the Association, may apply to the directors, officers and other persons associated with constituent organizations that have been merged into or consolidated with the Association who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the Association.

The right of indemnification under this Article VIII shall be in addition to and not exclusive of all other rights to which such director, officer or other person may be entitled.  Nothing contained in this Article VIII shall affect any rights to indemnification to which directors, officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.

The Association may purchase and maintain insurance on behalf of any individual who is or was a director, officer, employee or agent of the Association against any liability asserted against such individual and incurred by such individual in any such capacity or arising out of his or her status as such.

 

Article IX.  AMENDMENT OF BYLAWS

 

These bylaws may be altered, amended or repealed, in whole or in part, by the affirmative majority vote of the members casting votes at a meeting for which a quorum is present, the notice of which said meeting contains a statement of the proposed alteration or amendment.  The directors may also make, amend or repeal these bylaws in whole or in part and shall given written notice of such action to the membership before the next meeting of members; provided, that any such alteration, amendment or repeal by the directors may subsequently be altered, amended or repealed, in whole or in part, by the affirmative majority vote of the members casting votes at any meeting for which a quorum is present.  Notwithstanding the above provisions of this Article IX, any amendment, alteration or repeal of a bylaw by the directors as provided for in this Article IX shall be valid and given full force and effect unless and until acted upon by the membership.