Society for Modeling and Theory in Population Biology

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BYLAWS OF SOCIETY FOR MODELING AND THEORY IN POPULATION BIOLOGY INC.

ARTICLE I. NAME AND PURPOSE

Section 1.01 Corporate Name and Purpose. The name of this corporation, as set forth in its Certificate of Incorporation, is Society for Modeling and Theory in Population Biology Inc. The purpose of this corporation, as set forth in its Certificate of Incorporation, is to engage in charitable, educational, and scientific activities within the meaning of Section 501(c)(3) of the Internal Revenue Code. This name and purpose can only be changed by amending the corporation’s Certificate of Incorporation, and any amendment of the Certificate of Incorporation that changes the corporation’s name and / or purpose shall be deemed to amend this Section 1.01 without further action by the Members or the Board of Directors.

Section 1.02 Dedication of Assets. This corporation shall at all times comply with the restrictions on its activities and the use of its assets that are set forth in its Certificate of Incorporation.

ARTICLE II. REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

Section 2.01 Registered Office. This corporation shall have and maintain at all times within the State of Delaware a registered office at such place as may be specified in the Certificate of Incorporation or subsequently designated by the Board.

Section 2.02 Principal Place of Business. Notwithstanding the foregoing, this corporation’s principal place of business may be different from its registered office and may be located from time to time at any place as may be designated by the Board of Directors of this corporation, including a place outside of the State of Delaware. This corporation shall keep at its principal place of business current copies of the Certificate of Incorporation and Bylaws of this corporation, and in accordance with these Bylaws, the Secretary shall furnish copies of the Certificate of Incorporation and Bylaws to the members or directors requesting to inspect them.

ARTICLE III. MEMBERS

     Section 3.01    Classes of Members and Qualification. This corporation shall have four classes of voting members with equal voting rights. To be eligible for membership, an individual must be described in one of the following Classes of Members and must agree to comply with the Code of Conduct, if any.

A.              Regular. Any person who supports the purposes of the corporation and does not fall into one of the other three categories is eligible for regular membership.
B.              Trainee. Any person who supports the purposes of the corporation and is a registered student or postdoctoral fellow at an educational institution is eligible for a trainee membership.
C.              Lifetime. Any person who supports the purposes of the corporation and who pays a lifetime membership fee is eligible for a lifetime membership.
D.             Honorary Lifetime . Honorary lifetime membership can be conferred on individuals who have demonstrated a lifetime of research excellence or distinguished service in the areas of modeling and theory in population biology. Honorary Lifetime members shall be exempt from payment of the annual membership fee and will receive all benefits associated with regular membership.

Section 3.02 Admission of Members. Any application for membership must be made in writing and may be submitted to the Board of Directors at any time. The Board or a person or committee authorized by the Board will review each application, and if appropriate, certify that the applicant meets the qualifications for membership in accordance with Section 3.01. Membership shall commence upon such certification and upon payment of required dues.

Section 3.03 Membership Dues. Each member must pay to this corporation, within the time and on the conditions set by the Board, dues and fees in amounts to be fixed from time to time by the Board. Such dues and fees may differ for each class of members. The Board may determine the conditions under which any payment of dues shall be refundable. The Board may waive dues in cases of financial hardship, as determined in the discretion of the Board. A member whose dues have been waived will be deemed to have paid the required dues for purposes of such member’s good standing.

Section 3.04 Good Standing. Those members who have paid the required dues, fees, and assessments, if any, who adhere to the Code of Conduct, if any, and who are not suspended, shall be members in good standing of this corporation.

Section 3.05 Membership Roster. This corporation shall keep a membership roster containing the name of each member and the last address provided to this corporation by the member for purposes of notice. The roster shall indicate whether a member is in good standing from time to time.

Section 3.06 Nonliability. The members shall not be liable for the debts, liabilities, or obligations of this corporation.

Section 3.07 Non Transferability. No member may transfer for value or otherwise his or her membership or any right arising therefrom.

Section 3.08 Termination of Membership. Membership in this corporation shall continue until the member is removed as provided in this Section, or until the member dies, or until the member resigns in a writing delivered to the Secretary or President of this corporation. No such resignation shall relieve the resigning member of any accrued but unpaid obligations of such member to this corporation.

A. Basis for Termination. Membership in this corporation shall terminate upon the occurrence of any of the following events or conditions:

1) Expiration. If a membership is issued for a period of time, such membership shall automatically terminate when such period of time has elapsed, unless the member elects to renew the membership.

2) Nonpayment of Dues. A member’s membership in this corporation shall automatically terminate thirty days after such member is sent written notice of the failure to pay dues or fees on or before their due date. A member may avoid such termination by paying the amount of delinquent dues or fees, together with any interest thereon, within such thirty-day period.

3) Failure to Qualify. On a good faith finding by the Board of Directors, made in accordance with this Section, that a member no longer meets the qualifications set forth in Section 3.01 (Classes of Members and Qualification) and / or Section 3.04 (Good Standing), such member’s membership in this corporation shall terminate in accordance with the Termination Procedures.

4) Interests of Corporation. On a good faith finding by the Board of Directors, made in accordance with this Section, that continued participation by the member in this corporation as a member is not in the best interests of this corporation and the furtherance of its purposes, such member’s membership in this corporation shall terminate in accordance with the Termination Procedures.

B. Termination Procedures. In the case of proposed termination of a membership under subsection A. 3 or 4 above, the following procedures shall apply:

1) Notice. This corporation shall send a written notice to the member, setting forth the proposal for termination, the reasons for it, the date on which the proposed termination shall become effective, and the date, time, and place (if any) of the hearing described in the next subsection. Such notice shall be sent at least fifteen days before the proposed date of termination, and at least ten days before the date set for the hearing, by first-class or registered mail, to the last address provided by the member to this corporation for purposes of notice. Such notice may also be sent by electronic transmission in accordance with Section 12.03.

2) Hearing. The member shall be given an opportunity to be heard, either orally or in writing, not less than five days before the effective date of the proposed termination, by the Board or the person or committee authorized by the Board to decide whether the proposed termination will take place. If the member does not appear and has not notified the Secretary of any adequate reason therefor, or chooses not to appear at the hearing, the termination shall be effective automatically on the proposed date of termination.

3) Determination. Following the hearing date, the Board (or the person or committee authorized by the Board to decide whether the proposed termination will take place) shall decide whether or not the member should in fact be terminated, suspended, or sanctioned in some other way. That decision shall be final, and the member shall be promptly notified of it. If a member is terminated hereunder, all membership rights of such member in this corporation shall cease on the effective date of the termination stated in the notice given pursuant to subsection B.1 above.

4) Refund. The Board may determine whether any person whose membership has been terminated or suspended shall receive a refund of any dues already paid. Any refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.

Section 3.09 Suspension. Notwithstanding any contrary provision contained herein, the board may suspend a member who satisfies one or more bases for termination set out in subparagraphs 1, 2, or 3 of Section 3.08A, if, in the determination of the Board, the member can, and has indicated and willingness and interest, cure the basis for termination within a reasonable time.

ARTICLE IV. MEETINGS OF MEMBERS

Section 4.01 Place of Meetings. Meetings of the members may be held at such place as determined by the board of directors. The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized herein. Members and proxyholders not physically present at a meeting of the members may, by means of remote communication, (a) participate in a meeting of the members and (b) be deemed present in person and vote at a meeting of the members, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member or proxyholder, (ii) the corporation shall implement reasonable measures to provide such member and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any member or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

Section 4.02 Annual Member Meeting. The corporation shall hold an annual meeting of the membership every year in which vote by the members is required, such as for election of directors and officers.

Section 4.03 Special Meetings. Special meetings of the members may be called by the board of directors or by at least 50% of the members of the corporation.

Section 4.04 Record Date. For any notice, vote (at a meeting or by written ballot), or exercise of rights, the Board of Directors may, in advance, by resolution, fix a record date that does not precede the date of such resolution, and that is not less than ten nor more than ninety days before the date of the meeting, and only members of record on the date so fixed shall be entitled to notice, vote, or exercise rights, as the case may be, notwithstanding any transfer of any membership on the books of this corporation after the record date, except as otherwise required by law. For this purpose, a person holding a membership as of the close of business on the record date shall be deemed a member of record.

Section 4.05 Notice. Unless otherwise fixed by the Board of Directors, the record date for the purpose of determining which members are entitled to notice of any members’ meeting, shall be the business day preceding the date on which notice for that meeting is given. Notice shall be delivered to the last address provided by the member to this corporation for purposes of notice, either by first class mail, private delivery service, or by electronic transmission.

Section 4.06 Contents of Notice. The notice shall state the place, date, and time of the meeting and (a) in the case of special meetings, the general nature of the business to be transacted; or (b) in the case of the annual meeting, the names of all those who are nominees for director and officers, as of the date of the notice, and those matters which the Board, as of the date of the notice, intends to present for action by the members, but any proper matter may be presented at the annual meeting for such action.

Section 4.07 Quorum for Member Meeting.

A. In General. Eleven (11) members shall constitute a quorum at a meeting of the members. The affirmative vote of a majority of such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a lesser or greater number is required by these Bylaws.

B. Voting by Class. If a separate vote by a class or classes of members is required by these bylaws, a majority of the members of such class or classes present in person or represented by proxy shall constitute a quorum. The affirmative vote of the majority of the members of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes.

C. Election of Directors and Officers. Notwithstanding sub-sections A and B, above, the directors and officers shall be elected by a plurality of the votes of the members of the corporation present in person or represented by proxy at the meeting at which a quorum is present and entitled to vote thereon. For the avoidance of doubt, the plurality of votes means the candidate or candidates receiving the most votes, even if such votes do not constitute the majority.

Section 4.08 Proxy Voting. A member may exercise voting rights in person or by proxy, but no proxy shall be voted on after 3 years from its date, unless the proxy provides for a longer period. Members may grant proxy authority for a specified period of time by delivering a writing authorizing another person to act for such member as a proxy. Such writing may be by electronic transmission in accordance with Section 12.03 of these Bylaws.

Section 4.09 Action by Written Ballot without a Meeting. Any action that could be taken at a member meeting can be taken without a meeting by following the procedures in this paragraph.

A. Ballots to all Members. Written ballots must be sent to all members entitled to vote on the action. Electronic ballots may be used if the requirements of subsection D are met.

B. Required Vote. The required number of votes to approve the action is the same as would have been necessary if the vote had taken place at a meeting at which all members entitled to vote were present.

C. Votes Received Within 60 days. The minimum number of votes required must be received within 60 days of the date on which the ballots were sent to all the members entitled to vote.

D. Voting by Electronic Means. The vote can be taken through electronic means (via email, google forms, or similar) as long as the Board of Directors has authorized taking the vote through electronic means and the corporation can determine: (i) that the response came from the member; and (ii) the date of the response.

ARTICLE V. MEMBERSHIP RIGHTS

Section 5.01 Voting Rights. Subject to these Bylaws, the members of this corporation shall have the following rights, as set forth in these Bylaws:

(a) the right to elect any director (except the right to fill vacancies caused by a director’s resignation or removal, which is vested in the Board of Directors) and to set the number of authorized directors;

(b) the right to elect officers of this corporation (except the right to fill vacancies caused by an officer’s resignation or removal, which is vested in the Board of Directors).

(d) the right to vote on any sale, lease, transfer, or other disposition of all or substantially all of the assets or properties of this corporation;

(e) the right to vote on any merger of this corporation, but only to the extent required by the Delaware General Corporation Law;

(f) the right to vote on dissolution of this corporation;

(g) the non-exclusive right to adopt, amend or repeal of these Bylaws;

(h) the right to vote on any other matters that may properly be presented to the members for a vote, pursuant to this corporation’s Certificate of Incorporation, Bylaws, or action of the Board of Directors, or by operation of law.

Section 5.02 Inspection Rights. The right of the members to have access to the membership list of this corporation or its other books and records shall be governed by Section 220 of the Delaware General Corporation Law.

Section 5.03 Other Rights. In addition to the rights described in these Bylaws, the members of this corporation shall have any other rights afforded voting members under the Delaware General Corporation Law.

ARTICLE VI. BOARD OF DIRECTORS

Section 6.01 Powers. This corporation shall have powers to the full extent allowed by law. All powers and activities of this corporation shall be exercised and managed by the Board of Directors of this corporation directly or, if delegated, under the ultimate direction of the Board.

Section 6.02 Number and Qualification of Directors.
A. Number. There shall be not less than 5 nor more than 21 directors, of which four shall serve as the Ex-Officio Directors and the remaining as the Elected Directors, with the exact number of directors within that range to be fixed from time to time by the members, which number shall include both the Elected Directors and the Ex-Officio Directors. The number of directors shall initially be set at 7 unless and until changed by action of the members. A reduction in the authorized number of directors shall not result in any director being removed before his or her term of office expires.

B. Qualification. Directors must be members in good standing.

Section 6.03 Qualification, Election, and Term of Elected Directors.

A. Qualification. Candidates shall be members in good standing.

B. Election. Except for the initial directors appointed by the Incorporator, the Elected Directors shall be elected by the members. The effective date of any election shall be as provided in the action of the members. Except as provided in Section 6.05 (filling of vacancies), each director shall be elected by the members for a term of four years that begins on the date of election and concludes on December 31 of the third following year. For the avoidance of doubt, a term of an Elected Director whose term begins any time in 2025 will expire on December 31, 2028. Each director shall hold office until such director’s successor is elected and takes office or until such director’s earlier death, resignation or removal.

C. Term Limits. Elected Directors may serve up to 2 consecutive terms of 4 years and will be eligible for reelection after one full intervening year. Notwithstanding the foregoing, an Elected Director who has also served as an Ex-Officio Director may serve up to a total of 8 years as a director and will be eligible for reelection after one full intervening year.

D. Staggered Terms. The terms of the Elected Directors will be staggered so that approximately one-half of the Directors’ terms expire every two years. To maintain ongoing staggered terms, the Members may by resolution establish an initial short term of less than four years for any director who is newly elected to the Board, with such term to end on December 31 of the year designated by the Members. Such resolution establishing an initial short term shall be adopted before or at the time the vacancy is filled. When an initial short term expires, such director may be elected to a regular four-year term as provided in Subsection A, above. If any director serves an initial term of one year or less pursuant to this paragraph, such initial term shall be disregarded for the purposes of the term limits in subsection B above.

Section 6.04 Ex Officio Directors. In addition to the Elected Directors pursuant to Section 6.03, the President, Vice President, Secretary, and Treasurer shall serve as ex officio directors, each of whom shall be a full voting member of the Board.

Section 6.05 Vacancies. A vacancy shall exist on the Board of Directors in the event that the actual number of directors is less than the authorized number for any reason. Vacancies caused by removal or resignation may be filled by the Members or the Directors. All other vacancies shall be filled by the Members. Any director elected to fill a vacancy shall hold office for the unexpired portion of the term such director was elected to fill and until such director’s successor is elected and takes office or until such director’s earlier death, resignation or removal.

Section 6.06 Resignation. Any director may resign at any time upon notice given in writing or by electronic transmission to an officer of this corporation other than himself or herself or to the other members of the Board of Directors. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 6.07 Removal. Any director may be removed at any time by the members with or without cause. A director may also be removed with or without cause by the vote of two- thirds of the directors then in office.

Section 6.08 Inspection. Every director shall have the right at any reasonable time to inspect this corporation’s list of members and its books, records, and documents, and to inspect the physical properties, of this corporation, for a purpose reasonably related to the directors’ position as a director.

Section 6.09 Director Compensation. Directors shall not be compensated for their service as directors, however, the Board may authorize the advance or reimbursement to a director of actual reasonable expenses incurred in carrying out his or her duties as a director, such as for attending meetings of the Board and Board Committees. For the avoidance of doubt, a director may be compensated for providing non-director services, such as services as an officer or employee of the corporation.

Section 6.10 Standard of Care.

A. General Standard of Care. A director shall perform the duties of a director, including duties as a member of any Board Committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. Any director or member of a committee of the Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of this corporation and upon such information, opinions, reports, or statements presented to this corporation by any of this corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of this corporation.

B. Investments. Except with respect to assets held for use or used directly in carrying out this corporation’s public or charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this corporation’s investments, the Board shall adhere to the standards set forth in the preceding paragraph, and shall:

     1)              consider the charitable purposes of this corporation, and the particular charitable purposes (if any) of fund(s) to be invested; and
    2)              consider:
        (i)              General economic conditions;
        (ii)             The possible effect of inflation or deflation;
        (iii)           The expected tax consequences, if any, of investment decisions or strategies;
        (iv)           The role that each investment or course of action plays within the overall portfolio;
        (v)             The expected total return from income and appreciation of investments;
        (vi)           This corporation’s other resources;
        (vii)          The needs of this corporation (and of the particular fund) to make distributions and to preserve capital; and
        (viii)         An asset’s special relationship or special value, if any, to the charitable purposes of this corporation.

Board decisions about an individual investment shall be made not in isolation but rather in the context of this corporation’s portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to this corporation. The corporation shall diversify the investments of its funds unless the Board of Directors reasonably determines that, because of special circumstances, the purpose of a particular fund is better served without diversification.

Notwithstanding the above, no investment violates this section where it conforms to the intent of the donor as expressed in a gift instrument, or where is conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.

ARTICLE VII. MEETINGS OF THE BOARD OF DIRECTORS

Section 7.01 Annual Meetings. An annual meeting of the Board of Directors shall be held at least once a year for the purpose of the transaction of such business as may properly come before the Board.

Section 7.02 Scheduling Board Meetings. All meetings of the Board of Directors, including the Annual Meeting, any regularly scheduled meetings, or any special meetings, shall be called by action of the Board of Directors, or by the President, the Secretary, or any two directors, and noticed in accordance with Section 7.03.

Section 7.03 Place of Meetings; Notice. Notice of the date, time and place of all Board meetings shall be given to each director (a) by personal delivery, or (b) by first-class U.S. mail, or (c) by private delivery service such as UPS or FedEx, or (d) by fax or email or other electronic transmission, in compliance with Section 12.03 of these Bylaws. Notices sent by U.S. mail shall be deposited with the U.S. Postal Service at least 4 days before the date of the meeting. Notices given by personal delivery, private delivery service, fax, email or other electronic transmission shall be delivered at least 48 hours before the time set for the meeting. Except for notices given by personal delivery, all such notices shall be delivered to the mailing address, email address, or fax number (as applicable) of the director shown in the corporation’s records. Notice of meetings may be given in the form of a calendar or schedule that sets forth the date, time, and place of more than one regularly scheduled meeting.

Section 7.04 Waiver of Notice. Notice of a meeting need not be given to a director who, either before or after the meeting, signs a waiver of notice or a written consent to the holding of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.

Section 7.05 Quorum. A majority of the total number of directors then in office shall constitute a quorum. Except as otherwise required by the Certificate of Incorporation, these Bylaws, or the Delaware General Corporation Law, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 7.06 Director Voting. Each director shall have one vote on each matter presented to the Board of Directors for action. No director may vote by proxy.

Section 7.07 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission, and if the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Written consents may be provided by email, fax, or other electronic transmission in compliance with Section 12.03 of these Bylaws.

Section 7.08 Telephone and Electronic Meetings. Directors may participate in a meeting through use of conference telephones, electronic video screen, or similar communications equipment so long as all directors participating in such meeting can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.

ARTICLE VIII. COMMITTEES

Section 8.01 In General. The Board of Directors may establish any number of standing or ad hoc committees to advise and assist the Board. All such committees shall be either Board Committees established in compliance with all of the requirements of Section 8.02 below, or Advisory Committees established under Section 8.03 below (or, if required, an Audit Committee established in compliance with Section 8.05A below).

Section 8.02 Board Committees. The Board of Directors may by resolution create any number of Board Committees, each consisting of one or more directors (and only directors). The Board may appoint one or more directors as alternate members of the committee, who may replace an absent member at any meeting. A Board Committee may be given all the authority of the Board, except for the powers to:

(a) approve or adopt, or recommend to the members, any action or matter expressly required by these Bylaws, the Certificate of Incorporation, or the Delaware General Corporation Law to be submitted to members for approval;

(b) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable; and

The extent of the authority of any Board Committee shall be stated in the Board resolution that establishes such committee. The Board may, at any time, revoke or modify any or all of the authority that the Board has delegated to a Board Committee, increase or decrease the number of members of a Board Committee, remove members of a Board Committee, and/or fill vacancies in the Board Committee.

Section 8.03 Advisory Committees. The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or non-directors and may be appointed as the Board determines. Advisory committees may not exercise the authority of the Board to make decisions on behalf of this corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions, policies, and programs under the supervision and control of the Board or a Board Committee.

Section 8.04 Executive Committee. The Board may by resolution establish an Executive Committee of one or more directors. The Executive Committee shall be a Board Committee described in Section 8.02 above and shall be established and operate in compliance with that section. The President, Vice President, Treasurer, and Secretary shall serve ex officio on the Executive Committee. The President shall act as its chair. The Board may appoint directors to serve as additional members of the Executive Committee, or to serve as alternate members who may replace an absent member of the committee. The Executive Committee, unless limited by a resolution of the Board, shall have and may exercise all of the authority of the Board in the management of the business and affairs of the corporation between meetings of the Board, and will report on any action taken at the next Board meeting; provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Section 8.02.

Section 8.05 Audit Committee.

A. Audit Committee Required by Law. For any tax year in which this corporation is qualified to do business in California and has gross revenues of $2 million or more (excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting), this corporation shall have an Audit Committee whose members shall be appointed by the Board of Directors, and who may include both directors and non-directors, subject to the following limitations: (a) members of the Finance Committee, if any, shall constitute less than one-half of the membership of the Audit Committee; (b) the chair of the Audit Committee may not be a member of the Finance Committee, if any; (c) the Audit Committee may not include any staff member, including the President or chief executive officer, or the Treasurer or chief financial officer; (d) the Audit Committee may not include any person who has a material financial interest in any entity doing business with this corporation; and (e) Audit Committee members who are not directors may not receive compensation greater than the compensation paid to directors for their Board service.

The Audit Committee shall: (1) recommend to the full Board of Directors for approval the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor, (2) subject to approval of the full Board, negotiate the compensation of the auditor on behalf of the Board, (3) confer with the auditor to satisfy the Audit Committee members that the financial affairs of this corporation are in order, (4) review and determine whether to accept the audit, and (5) approve performance of any non-audit services provided to this corporation by the auditor’s firm.

B. Discretionary Audit Committee. For any tax year in which an Audit Committee is not mandatory under subsection A above, the Board may establish an Audit Committee pursuant to its general authority to create Board Committees under Section 8.02 or Advisory Committees under Section 8.03 above.

Section 8.06 Meetings of Committees.

A. Of Board Committees

Meetings and actions of Board Committees shall be governed by and held and taken in accordance with the provisions of Article VII of these Bylaws concerning meetings and actions of the Board of Directors, with such changes in the content of those Bylaws as are necessary to substitute the Board Committee and its members for the Board of Directors and its directors. Minutes shall be kept of each meeting of any Board Committee and shall be filed by the Secretary in the corporation’s records.

B. Of Advisory Committees
Subject to the authority of the Board of Directors, Advisory Committees may determine their own meeting rules and whether minutes shall be kept.

The Board of Directors may adopt rules for the governance of any Board or Advisory Committee not inconsistent with the provisions of these Bylaws.

ARTICLE IX. OFFICERS

Section 9.01 Officers. The principal officers of this corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The principal officers shall be elected from among the members who are in good standing and shall serve ex-officio as directors of this corporation as provided in Section 6.02. This corporation may also have, at the discretion of the Board of Directors such subordinate officers as may be appointed under Section 9.06 below. Any number of offices may be held by the same person.

Section 9.02 Election and Terms. Except for the initial officers appointed by the Incorporator, the President and Vice President shall be elected by the members for two-year terms, and the Secretary, and Treasurer shall be elected by the members for four-year terms, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. The principal officers may generally be elected for any number of consecutive terms, except that (i) the President shall only be eligible for reelection if the Vice President has declined to serve as the President and (ii) no individual may be elected as a principal officer if doing so would cause them to serve as an ex officio director for more than 8 consecutive years.

Section 9.03 Removal. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the members. An officer may also be removed with or without cause by the vote of two-thirds of the directors then in office. A subordinate officer who was not elected by the members or the Board may also be removed by an officer on whom such power of removal has been conferred by the Board of Directors.

Section 9.04 Resignation. Any officer may resign at any time by giving notice to any director or principal officer of this corporation other than himself or herself in writing or by electronic transmission. Any resignation shall take effect on receipt of that notice, unless a later effective date is specified in that notice in which case the resignation shall take effect on the date specified in the notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party.

Section 9.05 Vacancies. A vacancy in a principal officer caused by such principal officer’s resignation or removal shall be filled by the Board of Directors. All other vacancies in the principal officers shall be filled by the Members. Vacancies in any subordinate officer shall be filled in the same manner as these Bylaws provide for election (or appointment, in the case of subordinate officers) to that office.

Section 9.06 Subordinate Officers. The Board may elect, or may authorize the President or any other officer to appoint, such other subordinate officers as this corporation may require. Each such subordinate officer shall have the title and authority, hold office for the period, and perform the duties specified by the Board or by the officer on whom the Board conferred such authority. Unless the Board determines otherwise in a specific case, the Board’s authorization to the President or another officer to appoint a subordinate officer includes authorization to remove such subordinate officer.

Section 9.07 President. The President shall be the chief executive officer of this corporation and shall, subject to control of the Board, generally supervise, direct and control the activities and other officers of this corporation. The President shall preside over meetings of the Board. The President shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 9.08 Vice President. The Vice President shall be considered the President-Elect for the term following the Vice President’s term. In the absence of the President or if there is a vacancy in such office, the Vice President shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the Bylaws.

Section 9.09 Secretary. The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors, of Board committees, and of the membership of this corporation, shall supervise the giving of such notices as may be proper or necessary, shall supervise the keeping of the minute books of this corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Minutes of Board and Board Committee meetings shall record the date of the meeting, the manner in which the meeting was called and noticed, the names of the directors or members present, and the actions taken and resolutions approved by the Board or Board Committee at the meeting.

Section 9.10 Treasurer. The Treasurer ,who shall be the chief financial officer of the corporation shall (a) supervise the charge and custody of all funds and valuables of this corporation, and the deposit of such funds in accounts of the corporation with such banks or financial institutions as the Board of Directors may designate or authorize the Treasurer to select; (b) disburse, or supervise the disbursement of, the corporation’s funds as authorized by the Board of Directors or by officers to whom the Board has delegated such authority; (c) maintain or cause to be maintained adequate and correct books and accounts of this corporation’s properties and transactions; (d) render such financial statements, reports, audits, or accounts as are required by law or these Bylaws, and provide such statements, reports, audits, or accounts to the President or Board of Directors whenever requested; (e) file or cause to be filed any tax returns that the corporation is required to file; and (f) have such other powers and duties as may be prescribed by the Board or these Bylaws.

ARTICLE X. TRANSACTIONS WITH OFFICERS AND DIRECTORS

Section 10.01 Executive Compensation Review. The Board of Directors (or a Board Committee) shall review any compensation (including all benefits) paid or provided to the President, Executive Director, or chief executive officer and the Treasurer or chief financial officer, regardless of job title, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur when such officer is hired, when the term of employment of such officer is renewed or extended, and when the compensation of such officer is modified, unless the modification applies to substantially all of the employees of this corporation.

Section 10.02 Voidability of Transactions. No contract or transaction between this corporation and: (a) any of its directors or officers; (b) any organization in which one or more of this corporation’s directors or officers has or have a financial interest; or (c) any organization for which a director or officer is this corporation also serves as a director or officer shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee of the Board which authorizes the contract or transaction, or solely because any such director’s or officer’s vote was counted for such purpose, if: (i) The material facts as to the director’s or officer’s relationship or interest, and as to the contract or transaction, are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) The contract or transaction is fair to this corporation as of the time it is authorized, approved, or ratified by the Board or committee.

Section 10.03 Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes a contract or transaction described in Section 10.02.

Section 10.04 Conflict of Interest Policy. In addition to the provisions in these Bylaws, the Board of Directors may adopt and adhere to a conflict of interest policy to foster public confidence in the integrity of this corporation and to protect this corporation’s interest when it is contemplating entering a transaction that might benefit the private interest of a director, officer, or employee and to prevent the corporation or its managers from engaging in any act of self-dealing within the meaning of Section 4941 of the Internal Revenue Code, if applicable, or an excess benefit transaction within the meaning of Section 4958 of the Internal Revenue Code, if applicable.

ARTICLE XI. INDEMNIFICATION AND INSURANCE

Section 11.01 Indemnification of Directors, Officers, and Employees. Except as provided in or limited by Section 11.02 below, this corporation shall to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (as such law presently exists or may hereafter be amended) indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or manager of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. This corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

Section 11.02 Limitations. Notwithstanding 10.01 above, this corporation shall not indemnify or reimburse any person for any taxes imposed on such individual under Chapter 42 of the U.S. Internal Revenue Code of 1986, as amended (the Code). If the corporation is classified as other than a private foundation under Code Section 509(a) no payment shall be made under this Article if such payment would constitute an excess benefit transaction under Section 4958 and if the corporation is classified as a private foundation under Code Section 509(a), no payment shall be made under this Article if such payment would constitute an act of self-dealing under Section 4941 of the Code or a taxable expenditure under Section 4945 of the Code. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, or manager of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise must be reduced by any amount such person collects as indemnification from such other corporation, partnership, limited liability company, joint venture, trust, or other enterprise.

Section 11.03 Approval of Indemnification. Unless ordered by a court, indemnification shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, or employee is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 145(a) or (b) as applicable of the Delaware General Corporate Law. Such determination shall be made (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion.

Section 11.04 Advancing Expenses. Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation under these Bylaws or the Delaware General Corporation Law.

Section 11.05 Indemnification of Other Agents. Except as limited by Section 11.02 above, this corporation may, by a vote of the Board, provide indemnification and advancement of expenses to agents of this corporation to the extent permitted by the Delaware General Corporation Law, with the same scope and effect as the foregoing indemnification of officers, directors, and employees.

Section 11.06 Insurance. The Board of Directors may authorize the purchase and maintenance of insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, against any liability asserted against him or her in such capacity or which arises out of such person’s status as a director, officer, employee, or agent, whether or not this corporation would have the power to indemnify the person against that liability under the provisions of this Article or otherwise; provided, however, that such insurance may not indemnify any officer or director for any penalty, tax, or expense of correction that is owed by such officer or director, or for any expense resulting from an act or failure to act with respect to which the officer or director has acted willfully and without reasonable cause, unless any premium allocable to such coverage is approved as compensation to the director or officer, and reported compensation on the corporation’s tax returns.

Section 11.07 Application of this Article. The provisions of this Article will be applicable to all actions made or commenced after the adoption of this Article, whether arising from acts or omissions occurring before or after its adoption. The provisions of this Article will be deemed to be a contract between this corporation and each director, officer, or employee who serves in that capacity at any time while this Article and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification of this Article will not adversely affect any right or protection of any director, officer, or employee in respect of any act or omission occurring prior to the time of the repeal or modification. If any provision of this Article will be found to be invalid or limited in application by reason of any law or regulation, that finding will not affect the validity of the remaining provisions of this Article.

ARTICLE XII. MISCELLANEOUS

Section 12.01 Fiscal Year. The fiscal year of this corporation shall end each year on December 31.

Section 12.02 Contracts, Notes, and Checks. All contracts entered into on behalf of this corporation must be authorized by President, the Treasurer, or the person or persons on whom such power may be conferred by the Board from time to time. Except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of this corporation shall be signed by the President, the Treasurer, or the person or persons on whom such power may be conferred by the Board from time to time.

Section 12.03 Writing By Electronic Transmission. Unless otherwise provided in these Bylaws or the Delaware General Corporation Law, and subject to any guidelines and procedures that the Board of Directors may adopt, the terms “written” and “in writing” as used in these Bylaws include electronic transmissions, such as fax or electronic mail, provided:

(a) for electronic transmissions from the corporation, the corporation has either

(i) obtained an unrevoked written consent from the recipient to the use of such means of communication or

(ii) if notice is given by electronic mail, the recipient has not notified the corporation in writing or by electronic transmission that such recipient objects to receiving notice by electronic mail and such notice includes a prominent legend that the communication is an important notice regarding the corporation provided, however, that corporate notices may not be delivered by an electronic transmission if the corporation has been unable to deliver two consecutive notices by such means of electronic transmission an such inability becomes known to the Secretary or person responsible for giving notice.

(b) for electronic transmissions to the corporation from a member or director, the transmission sets forth or is delivered with information from which the corporation can determine that the transmission was by the member or director and the date on which the transmission was sent.

(c)             the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.
    Section 12.04      Bylaw Amendments. Pursuant to the Certificate of Incorporation of this corporation and the Delaware General Corporation Law, the Board of Directors or the members may adopt, amend, or repeal the Bylaws of this corporation. Notwithstanding the foregoing, any amendment to Article III, Article IV, and Article V requires the consent of the members.

    Section 12.05 Governing Law In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the Delaware General Corporation Law then in effect shall govern, as such law applies to nonprofit and nonstock corporations.

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