BY-LAWS
CREATIVE ECONOMY ASSOCIATION OF THE NORTH SHORE, INC.
Article I - Name
Creative Economy Association of the North Shore, Inc.
Article II – Purpose
a) To provide a forum for the association of individuals, partnerships, corporations, limited liability companies, and other business entities involved in the Creative Economy in order to promote the North Shore [the geographic area located North of Boston, MA and comprising Essex County, MA and parts of Suffolk and Middlesex Counties, MA] as a world center for the Creative Economy and to otherwise foster the growth and prosperity of the Creative Economy on the North Shore and/or in Massachusetts;
b) To educate the public and the business community about Creative Economy businesses;
c) To provide educational and support programs directed to the needs of Creative Economy businesses;
d) To encourage cooperative efforts among Creative Economy businesses, and to promote communication and cooperation with financial, educational and governmental institutions;
e) To conduct research to define and measure the North Shore Creative Economy;
f) To attract and encourage public and private investors in North Shore Creative Economy companies;
f) To encourage new Creative Economy businesses to open on the North Shore and established businesses to open branch offices on the North Shore; and
g) To carry on any other activity which is consistent with other provisions of these Articles, Section 501(c)(6) of the Internal Revenue Code, and which may be lawfully carried on by a corporation organized under Chapter 180 of the Massachusetts General Laws.
Notwithstanding the foregoing, (a) no part of the organization's net earnings or assets shall inure to the benefit of any member, officer, or other person, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make other payments and distributions in furtherance of the purposes set forth above, and (b) the organization shall not carry on any activity not permitted to an organization exempt from Federal income tax under Section 501 (c) (6) of the Internal Revenue Code of 1954, as amended (the "Code") or the corresponding provision of any future United States revenue statute.
Article III - Diversity Statement
The Creative Economy Association of the North Shore, Inc. (the "Association") encourages diversity of gender, sexual orientation, race, color, creed, age, disability, ethnic origin and geographic representation in its membership.
Article IV - Membership
Section 1. Membership. Upon approval of the Board of Directors, and the payment of applicable dues, any individual or business entity that is engaged in a creative economy enterprise, or who provides services to creative economy enterprises may become a member of the Association. The Board of Directors may establish other categories of membership. Any business entity member shall designate a representative who shall act on behalf of the business entity with respect to all matters and who shall be eligible to serve as an Officer or Director of the Association.
Section 2. Dues. The dues for membership shall be determined annually by the Board of Directors. Various categories of membership may be established, approved and revised by the Board of Directors from time to time. Any member of the Association who fails to pay dues within a reasonable time may be dropped from membership by order of the Treasurer. For good cause, the Treasurer, with notice to the Board of Directors, shall have the right to waive, cancel or partially remit any obligation for dues.
Section 3. Annual Meeting. The Annual Business Meeting of the Association shall be held in April, May, or June of each year, at a time to be determined by the Board of Directors no latter than December 31st in the prior year.
Section 4. Special Meetings. Except as provided by G.L. c.180 §6A, or as otherwise provided by law, special meetings of the Association may be called at any time by a majority of the Board of Directors; a majority of the Executive Committee; the President; or by the Secretary if not less than twenty-five (25) members of the Association request in writing that the Secretary call such meeting. Notice of such special meetings and the agenda for such meetings shall be sent in accordance with Section 6 of this Article IV.
Section 5. Place of Meetings. All meetings of the members of the Association shall be held at such place as is fixed by the Board of Directors or the President and specified in the Notice of the meeting.
Section 6. Notice of Meetings. A written notice of every meeting of the members of the Association, stating the date, hour and place thereof, and the purposes for which the meeting is to be held, shall be given at least twenty (20) days prior to the date of such meeting by the Secretary or by any other Officer of the Association. Notice shall be given to all members in writing, by electronic mail, addressed to such member, at his or her e-mail address as it appears on the records of the Association. Such electronically mailed notice shall be deemed to have been given when sent.
Notice need not be given to a member of the Association if a written waiver of notice, executed before or after the meeting by such member of the Association or by his or her attorney thereunto authorized, is filed with the records of the meeting.
Section 7. Conduct at Meetings. All meetings of the members of the Association shall be conducted in accordance with Robert's Rules of Order.
Section 8. Quorum. At any meeting of the Association, a quorum shall consist of not less than twenty-five (25) members of the Association who are entitled to vote. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.
Section 9. Voting and Proxies. Members of the Association shall have the right to vote and hold office in this Association. A member of the Association may not vote by proxy. When a quorum is present at any meeting of the members of the Association, a majority of the members of the Association present and voting on a matter, except where a larger vote is required by law, the Articles of Organization, or these Bylaws, shall decide any matter to be voted on by the members of the Association.
Article V - Board of Directors
Section 1. Powers. The business of the Association shall be managed by a Board of Directors, which exercises all powers of the Association, except as otherwise provided by Law, the Articles of Organization, or these Bylaws. In the event of a vacancy in a seat on the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled. Any vacancy occurring in the Board of Directors shall be filled by appointment by the President, and the approval of the Board of Directors, except that the Class A Vice President shall automatically become President whenever the Board of Directors shall declare that office vacant by virtue of the death, resignation, disability or removal of the President. The appointee shall fill such office for its unexpired term.
Section 2. Membership. The Board of Directors shall consist of the President, three Vice Presidents, the Treasurer, the Secretary, the most recent former President of the Association, if available to serve, three At-Large Directors, all nominated by the Nominating Committee and elected by Membership at the Annual Meeting of the Association; and those Chairpersons of the Standing Committees, all of whom shall be appointed by the President and approved by the Board of Directors, at the July meeting of the Board of Directors, who are not otherwise elected to the Board of Directors by the Membership. Each member of the Board of Directors shall be current in all dues owed to the Association.
Section 3. Tenure.
The President, Secretary and Treasurer shall serve from the first day of July next following their election, and their term of office shall terminate on the thirtieth day of the following June, or upon the election of their successors, if such election shall occur thereafter.
One At-Large Director and one Vice President (the Class C Vice President and Director) shall be elected for an initial three-year term, and shall serve from the first day of July next following their election, and their term of office shall terminate on the thirtieth day of the June three years thereafter, or upon the election of their successors, if such election shall occur thereafter, and thereafter, the Class C Vice President and Director shall be elected for a three-year term, and shall serve from the first day of July next following their election, and their term of office shall terminate on the thirtieth day of the June three years thereafter, or upon the election of their successors, if such election shall occur thereafter.
One At-Large Director and one Vice President (the Class B Vice President and Director) shall be elected for a two-year term, commencing with the 2006 Annual Meeting, and shall serve from the first day of July next following their election, and their term of office shall terminate on the thirty-first day of the June 2008, or upon the election of their successors, if such election shall occur thereafter, and thereafter, the Class B Vice President and Director shall be elected for a three-year term, and shall serve from the first day of July next following their election, and their term of office shall terminate on the thirtieth day of the June three years thereafter, or upon the election of their successors, if such election shall occur thereafter.
One At-Large Director and one Vice President (the Class A Vice President and Director) shall be elected for a one-year term, commencing with the 2006 Annual Meeting, and shall serve from the first day of July next following their election, and their term of office shall terminate on the thirty-first day of the June 2007, or upon the election of their successors, if such election shall occur thereafter, and thereafter, the Class A Vice President and Director shall be elected for a three-year term, and shall serve from the first day of July next following their election, and their term of office shall terminate on the thirtieth day of the June three years thereafter, or upon the election of their successors, if such election shall occur thereafter.
The Chairpersons of the Standing Committees, who are not otherwise elected to the Board of Directors by the Membership, shall serve from the first day of July next following their election, and their term of office shall terminate on the thirty-first day of the following June,
Any Director may resign by delivering his or her written resignation to the Association at its principal office or to the President, Secretary or Treasurer. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
No person shall serve as a Vice President and/or an At-Large Director for more than three consecutive terms; no person shall serve as an Officer and/or Director for more than twelve consecutive years; and no person shall serve as President for more than six consecutive terms
Section 4. Removal. Any Director, elected by the Membership (or appointed to fill the unexpired term of a Director elected by the Membership) may be removed from office with or without cause by a vote of two thirds (2/3) of the Directors then in office. A Director may be removed only after reasonable notice and opportunity to be heard before the Board of Directors.
Section 5. Regular Meetings. The Board of Directors shall meet no fewer than six(6) times per year at such times and at such places as may be designated by the President. Regular meetings of the Board of Directors may be held with at least seven (7) days notice at such times and at such places as may be designated by the President. Directors may not vote by proxy.
Section 6. Special Meetings. Special meetings of the Board of Directors may be held upon the oral or written call by the President, Treasurer or a majority of the Directors, designating the date, hour and place thereof. Notice of the day, hour and place of all special meetings of the Board of Directors shall be given to each Director, by the Secretary or in the case of death, absence, incapacity, or refusal by the Secretary, by an Officer or one (1) of the Directors calling the meeting. Notice shall be given to each Director either in person, by telephone, fax, electronic mail, or by telegram sent to the Director’s business or home address at least forty-eight (48) hours in advance of the meeting. Notice need not be given to a Director if a written waiver of notice is executed by such Director before or after a meeting and is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement of the lack of notice to such Director. A notice or a waiver of notice of a special meeting of the Board of Directors need not specify the purposes of the meeting. Directors may not vote by proxy.
Section 9. Conduct at Meetings. All meetings of the Directors of the Association shall be conducted in accordance with Robert's Rules of Order.
Section 10. Quorum. At any meeting of the Board of Directors, a quorum shall consist of not less than two thirds (2/3) of the members of the Board. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice. One (1) or more Directors may participate in a meeting by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time. Participation in the meeting pursuant to the foregoing sentence shall constitute the presence of a person at such meeting.
Section 11. Action at a Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of those present may take any action on behalf of the Board of Directors, except to the extent that a larger number is required by law, the Articles of Organization or these Bylaws.
Section 12. Action Without a Meeting. Any action by the Board of Directors may be taken without a meeting if a written consent thereto is signed by a majority of the Directors then in office and filed with the records of the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.
Section 13. Executive Committee. There shall be an Executive Committee, which shall consist of the President, the Vice Presidents, the Treasurer, the Secretary, and the most recent former President of the Association. A majority of the Executive Committee is authorized to make emergency decisions on behalf of the Board of Directors when convening of a Board of Directors Meeting is neither possible nor practical. The decisions of the Executive Committee are subject to the review and approval of the full Board of Directors at its next scheduled meeting.
Article VI - Officers
Section 1. Enumeration. The Officers of the Association shall be a President, three Vice Presidents, a Secretary and a Treasurer.
Section 2. Election. The Nominating Committee shall prepare a list of nominations for the Board of Directors to be voted for at the annual meeting and return the same to the Secretary, together with the resume of each person nominated, setting forth the candidate’s applicable experience, on or before February 1 in each year. The Secretary shall distribute the list of nominations by e-mail to the e-mail address of record, to every Member no latter than February 14 in each year. Other candidates may be nominated by a writing signed by at least ten (10) Members and received by the Secretary by March 14 in each year. (Nomination by Petition.) Any Nomination by Petition shall be accompanied by a resume of the candidate setting forth the candidate’s applicable experience and a personal statement from the candidate setting forth the candidate’s reason’s for standing for election. The Secretary shall distribute a list of all candidates nominated by petition, together with their resumes and personal statements, by e-mail to the e-mail address of record, to every Member no latter than ten (10) days before the annual meeting. No person shall be eligible to be elected to office who has not been nominated as above provided.
Section 3. President. The President shall be the chief executive officer of the Association and shall, subject to the direction of the Board of Directors and the Executive Committee, have general supervision and control of the business and Officers of the Association, shall chair all meetings of the Board of Directors and the Executive Committee and perform such other duties and have such other powers as may be designated from time to time by the Board of Directors and the Executive Committee. The President shall appoint all Standing and Special Committee Chairpersons (except for those Chairpersons who serve in such capacity by virtue of the office to which they have been elected) and members except that the Board of Directors shall approve the Chairpersons of each Standing Committee. The President may remove and replace any Committee Chairperson or member if he or she determines it to be in the Association's best interest.
Section 3. Vice-Presidents. The Vice Presidents shall perform such duties and have such powers as may be required by the Board of Directors, the Executive Committee or the President.
Section 4. Treasurer. The Treasurer, subject to the direction of the Board of Directors and the Executive Committee, shall have general charge of the financial affairs of the Association and shall cause to be kept accurate books of accounts of the affairs of the Association, shall serve as Chair of the Budget and Finance Committee, shall oversee the Association's finances, shall report on the Association's financial condition at a the Annual Meeting of the Association and from time to time to the Board of Directors, and shall discharge such other duties as may be required of him or her by the Board of Directors or the President. The Treasurer shall cause the Association's financial records to be audited or reviewed by an independent certified public accountant approved by the Board of Directors, as required by the provisions of Massachusetts General Laws Chapter 12, Section 8F. The Treasurer shall cause the certified accountant to present and report upon such audit or review to the Association’s Budget and Finance Committee for its review and consideration within a reasonable time following the end of the Association’s fiscal year. Thereafter, at the next regularly scheduled meeting of the Board of Directors, the Treasurer shall report upon completion of the audit or review.
Section 5. Secretary. The Secretary shall supervise the recording of actions taken by the Board of Directors the Executive Committee, cause notice of all meetings to be sent to those entitled to such notice, keep the seal of the Association, and shall discharge such other duties as may be required of him or her by the Board of Directors, the Executive Committee or these By-Laws. In the absence of the Secretary, an Assistant Secretary a Temporary Secretary designated by the person presiding at a meeting of the Board of Directors or the Executive Committee shall perform the duties of the Secretary at such meeting. The Secretary shall serve as the Association's Secretary.
Article VII. Committees
Section 1. Standing Committees. The Standing Committees of the Association shall consist of the Nominating and Board Development Committee, the Budget and Finance Committee, the Communications Committee, the Membership Committee, and the Program Committee,
Section 2. Nominating and Board Development Committee. The Nominating and Board Development Committee shall consist of seven (7) members of the Association, one of whom shall be the immediate past president, if available to serve, who shall act as chair, and the remainder of whom shall be appointed by the President, at least four (4) of whom have not served on the Board of Directors within the past five (5) years. In the event that the immediate past president is unable or unwilling to serve as chairperson, the chairperson shall be elected by the members of the Committee from amongst its members. In addition to its responsibilities as set forth in Article VI, Section 2 of these By-Laws, the Nominating and Board Development Committee shall be responsible for implementation of the Association’s Leadership Development Program and shall seek to identify Members of the Association to recommend to the President for service on Committees of the Association; and further shall discharge such other duties as may be required of it by the Board of Directors or the President.
Section 3. Budget and Finance Committee. The Budget and Finance Committee shall consist of seven (7) members of the Association, one of whom shall be the Treasurer, who shall act as chair, and six of whom shall be appointed by the President, at least four (4) of whom have not served on the Board of Directors within the past five (5) years. The Budget and Finance Committee shall prepare the annual budget of the Association for presentation to the Board of Directors at its May meeting in each year. The Budget and Finance Committee shall further monitor the Association’s performance against the budget, as adopted, on not less than a quarterly basis, and make such recommendations, as it deems appropriate to the Board of Directors based on its review; and further shall discharge such other duties as may be required of it by the Board of Directors or the President.
Section 4. Communications Committee. The Communications Committee shall consist of not less than five or more than fifteen members. The Communications Committee shall undertake to inform the membership and public at large of (a) the mission of the Association, (b) all events to be held by the Association, (c) issues of interest to Association members, and to facilitate communication among and between Association members. The Communications Committee is responsible for the maintenance of the Association’s website with the goal of creating an online community of individuals or business entities that is engaged or associated with the creative economy; and further and shall discharge such other duties as may be required of it by the Board of Directors or the President.
Section 5. Membership Committee. The Membership Committee shall consist of not less than five or more than fifteen members. The Membership Committee shall recruit and retain Association members, provide a membership directory online, and further shall discharge such other duties as may be required of it by the Board of Directors or the President.
Section 6. Program Committee. The Program Committee shall consist of not less than five or more than fifteen members. The Program Committee shall provide the membership with dynamic programs that enable them to network, learn, and support each other as they grow the creative economy. The program committee is encouraged to hold educational sessions, networking breakfasts, after hours socializing, and other large meetings with key speakers aimed at the membership in general. The Program Committee will develop the program for the Annual Business Meeting of the membership each year; and further and shall discharge such other duties as may be required of it by the Board of Directors or the President.
Section. 7. Other Committees. In addition to the Standing Committees, there shall be such other committees as may be created from time to time and with such duties as shall be prescribed by the Board of Directors or the President.
Section 8. Tenure. All committee appointments shall be for one-year terms. Members of each committee shall be appointed to serve through June 30 of the term for which they were appointed, or until their successors are appointed, whichever is later.
Section 9. Appointment. Except as otherwise provided by these Bylaws, the President will have the power of appointment.
Section 10. Ex Officio Committee Member. The President shall be an ex officio voting member of each committee.
Section 11. Conduct at Meetings. All meetings of the Committees of the Association shall be conducted in accordance with Robert's Rules of Order.
Article VIII . Indemnification
Section 1. Definitions In this Article the following words shall have the following meanings unless the context requires otherwise:
"Director" or "officer", an individual who is or was a Director or officer, respectively, of the Association. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a Director or officer.
"Disinterested Director", a Director who, at the time of a vote or selection referred to in Section 4 of this Article, is not (i) a party to the proceeding, or (ii) an individual having a familial, financial, professional, or employment relationship with the Director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the Director's judgment when voting on the decision being made.
"Expenses", includes counsel fees.
"Liability", the obligation to pay a judgment, settlement, penalty, fine, or reasonable expenses incurred with respect to a proceeding.
"Party", an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
"Proceeding", any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
Section 2. Indemnification of Directors and Officers.
Except as otherwise provided in this Section, the Association shall indemnify to the fullest extent permitted by law an individual who is a party to a proceeding because he or she is a Director or officer against liability incurred in the proceeding if: (i) he or she conducted himself or herself in good faith; and (ii) he or she reasonably believed that his
or her conduct was in the best interests of the Association or that his or her conduct was at least not opposed to the best interests of the Association; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful
The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the Director or officer did not meet the relevant standard of conduct described in this Section.
Unless ordered by a court, the Association may not indemnify a Director or officer under this Section if his or her conduct did not satisfy the standards set forth in subsection (a).
Section 3. Advance for Expenses. The Association shall, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to a proceeding because he or she is a Director or officer if he or she delivers to the Association:
a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Section 2 of this Article; and
his or her written undertaking to repay any funds advanced if he or she is not wholly successful, on the merits or otherwise, in the defense of such proceeding and it is ultimately determined pursuant to Section 4 of this Article or by a court of competent jurisdiction that he or she has not met the relevant standard of conduct described in Section 2 of this Article. Such undertaking must be an unlimited general obligation of the Director or officer but need not be secured and shall be accepted without reference to the financial ability of the Director or officer to make repayment.
Section 4. Determination of Indemnification The determination of whether a Director officer has met the relevant standard of conduct set forth in Section 2 shall be made by a majority vote of all the disinterested Directors, a majority of whom shall for such purpose constitute a quorum.
Section 5. Notification and Defense of Claim; Settlements
In addition to and without limiting the foregoing provisions of this Article and except to the extent otherwise required by law, it shall be a condition of the Association’s obligation to indemnify under Section 2 of this Article (in addition to any other condition provided in these Bylaws or by law) that the person asserting, or proposing to assert, the right to be indemnified, must notify the Association in writing as soon as practicable of any action, suit, proceeding or investigation involving such person for which indemnity will or could be sought, but the failure to so notify shall not affect the Association’s objection to indemnify except to the extent the Association is adversely affected thereby. With respect to any proceeding of which the Association is so notified, the Association will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to such person. After notice from the Association to such person of its election so to assume such defense, the Association shall not be liable to such person for any legal or other expenses subsequently incurred by such person in connection with such action, suit, proceeding or investigation other than as provided below in this subsection (a). Such person shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Association of its assumption of the defense thereof shall be at the expense of such person unless (1) the employment of counsel by such person has been authorized by the Association, (2) counsel to such person shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Association and such person in the conduct of the defense of such action, suit, proceeding or investigation or (3) the Association shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for such person shall be at the expense of the Association, except as otherwise expressly provided by this Article. The Association shall not be entitled, without the consent of such person, to assume the defense of any claim brought by or in the right of the Association or as to which counsel for such person shall have reasonably made the conclusion provided for in clause (2) above.
The Association shall not be required to indemnify such person under this Article for any amounts paid in settlement of any proceeding unless authorized in the same manner as the determination that indemnification is permissible under Section 4 of this Article. The Association shall not settle any action, suit, proceeding or investigation in any manner, which would impose any penalty or limitation on such person without such person’s written consent. Neither the Association nor such person will unreasonably withhold their consent to any proposed settlement.
Section 6. Insurance. The Association may purchase and maintain insurance on behalf of an individual who is a Director or officer of the Association, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Director or officer, whether or not the Association would have power to indemnify or advance expenses to him or her against the same liability under this Article.
Section 7. Application of this Article.
This Article shall not limit the Association's power to (1) pay or reimburse expenses incurred by a Director or an officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party or (2) indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be considered exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled.
Each person who is or becomes a Director or officer shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article. All rights to indemnification under this Article shall be deemed to be provided by a contract between the Association and the person who serves as a Director or officer of the Association at any time while these Bylaws are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing.
Article IX – Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Association shall commence July 1st of each year and end June 30th of the following year.
Section 2. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an Officer of the Association on its behalf shall be signed by the President or Treasurer, except as the Board of Directors may generally or in particular cases otherwise determine.
Section 3. Voting of Beneficial Interests. Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of and act on behalf of the Association, or appoint any person or persons to act as proxy or attorney in fact for this Association (with or without discretionary power and/or power of substitution) at any meeting of members or beneficial owners of any other corporation or organization, any of the direct or indirect beneficial interests of which may be held by the Association.
Section 4. Corporate Records. The original, or attested copies, of the Articles of Organization, these Bylaws, and records of all meetings of the Board of Directors and Members of the Association, shall be kept in Massachusetts at the principal office of the Association or at an office of its Secretary. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for the inspection of any member of the Association, Director or Officer for any proper purpose but not to secure a list or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member of the Association, Director or Officer, relative to the affairs of the Association. Except as may be otherwise required by law, by the Articles of Organization, or by these Bylaws, the Association shall be entitled to treat the record address of a member of the Association, Director or Officer as shown on its books as the address of such person for all purposes, including the giving of any notices; and it shall be the duty of each such person to notify the Association of his or her latest post office address and e-mail address.
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Section 5. Power to Contract with the Association. In the absence of fraud, no contract or other transaction between the Association and one or more members of the Association, Directors, or Officers, or between the Association and any other corporation or other organization in which one or more members of the Association, Directors, or Officers are stockholders, Directors, or Officers, or otherwise interested shall in any way be affected or invalidated, even though the vote or action of the members of the Association, Directors, or Officers having such interests (even if adverse) may have been necessary to obligate the Association upon such contract or transaction; provided, however, the nature of such interest (though not necessarily the extent or details thereof) shall be disclosed to the Board of Directors at a meeting of the Board; and no member of the Association, Director, or Officer having such interest (even if adverse) shall be liable to the Association, or to any creditor thereof, or to any other person for any loss incurred by it under or by reason of such contract or transaction, nor shall any such member of the Association, Director, or Officer be accountable for gains or profits realized thereon, or be disqualified from serving or continuing to serve as a member of the Association, Director or Officer thereof, if the notice required herein has been given.
Section 6. Form of Member or Director Action
Any vote, consent, waiver, proxy appointment or other action by a Director or Member or by the proxy or other agent of any Director or Member shall be considered given in writing, dated and signed, if, in lieu of any other means permitted by law, it consists of an electronic transmission that sets forth or is delivered with information from which the Association can determine (i) that the electronic transmission was transmitted by the Director or Member, proxy or agent or by a person authorized to act for the Director or Member, proxy or agent; and (ii) the date on which such Director or Member, proxy, agent or authorized person transmitted the electronic transmission. The date on which the electronic transmission is transmitted shall be considered to be the date on which it was signed. The electronic transmission shall be considered received by the Association if it has been sent to any address specified by the Association for the purpose or, if no address has been specified, to the principal office of the Association, addressed to the Secretary or other officer or agent having custody of the records of proceedings of Director or Members.
Any copy, facsimile or other reliable reproduction of a vote, consent, waiver, proxy appointment or other action by a Director or Member or by the proxy or other agent of any Director or Member may be substituted or used in lieu of the original writing for any purpose for which the original writing could be used, but the copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Section 7. Amendments. The power to make, amend or repeal these Bylaws shall be in the Members.
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