Peace History Society
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Peace History Society |
BYLAWS OF PEACE HISTORY SOCIETY These Bylaws govern the affairs of PEACE HISTORY SOCIETY, a nonprofit corporation. ARTICLE 1 Principal Office 1.01). The Corporation’s principal office will be the same as the business address of the organization’s current treasurer. The Corporation may have such other office as the Peace History Society Board (hereafter the Board) may determine. The Board may change the location of any office of the Corporation. Registered Office and Registered Agent 1.02). The Corporation will maintain a registered office and a registered agent. The registered office may, but need not, be identical with the Corporation’s principal office. . ARTICLE 2 Class of Members 2.01). The Corporation will have one class of members. Admitting Members and Renewing Membership 2.02). Natural persons may be admitted to membership in the Corporation by the Board. The Board may adopt and amend application procedures and qualifications for membership in the Corporation. Membership Fees and Dues 2.03). The Board may set and change the amount of annual dues payable to the Corporation by members. Dues are payable in advance each year on the 31st day of December. Voting Rights 2.04). Each member is entitled to one vote on each matter submitted to a vote of the members. Resolving Disputes 2.05). In any dispute between members relating to the Corporation’s activities, all parties involved will cooperate in good faith to resolve the dispute. If the parties cannot resolve a dispute among themselves, they will cooperate to select one or more mediators to help resolve it. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration as described in the laws of the state where the Corporation’s principal offices are located at the time of the disputes resolution only if the parties have met together with a mediator. This paragraph will apply to a dispute involving the Corporation as a party relating to the sanctioning, suspending, or expelling a member from the Corporation. The Board has discretion to authorize using corporate funds for mediating or arbitrating a dispute described in this paragraph. Sanctioning, Suspending, or Terminating Members 2.06). The Board may impose reasonable sanctions on a member, or suspend or expel a member from the Corporation, for good cause after a hearing. Good cause includes defaulting on an obligation to the Corporation to pay fees or dues for a period of 60 days following delivery of notice of default, or a material and serious violation of the Corporation’s articles of incorporation, by laws, or rules, or of law. The Board may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice must be in writing and delivered at least 14 days before the hearing. But shorter notice may be deemed adequate if the Board determines that the need for a timely hearing outweighs the prejudice caused to the member and if the notice states the need for a timely hearing. If mailed, the notice will be sent by registered or certified mail, return receipt requested. A member may be represented by counsel at and before the hearing. The Board may impose sanctions, suspend a member, or expel a member by vote of a majority of Directors who are present and voting. Failure to renew dues within six months of renewal date and after sufficient notice has been sent, i.e., a second notice, will result in loss of membership without any further Board action. Resignation 2.07). Any member may resign from the Corporation by submitting a written resignation to the secretary. The resignation need not be accepted by the Corporation to be effective. A member’s resignation will not relieve him or her of any obligations to pay any dues, assessments, or other charges that had accrued and was unpaid before the effective date of the resignation. Reinstatement 2.08). A former member may submit a written request for reinstatement of membership. The Board may reinstate membership on any reasonable terms that the Board deems appropriate. Transferring Membership 2.09). Membership in the Corporation is not transferable or assignable. Membership terminates when the Corporation dissolves or a member dies. Membership is not a property right that may be transferred after a member dies. 2.10). The Corporation owns all real and personal property, including all improvements located on the property, acquired by the Corporation. A member has no interest in specific property of the Corporation. Each member waives the right to require partition of all or part of the Corporations property. ARTICLE 3 Annual Meeting 3.01). The Board will hold an annual members’ meeting at the same time as the convention of the American Historical Association each year or at another time that the Board designates. At the annual meeting, the members will transact any business that may come before the meeting. Special Meetings 3.02). Special meetings of the members may be called by the president, the Board, or not less than one-third of the voting members. Place of Meeting 3.03). The Board may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board. Notice of Meetings 3.04). Written or printed notice of any members’ meeting, including the annual meeting, will be delivered to each member entitled to vote at the meeting not less than 10—nor more than 60—days before the date of the meeting. The record date for determining the members entitled to notice of any meeting of members will be December 15th of each year. Eligibility to Vote at Members’ Meetings 3.05). All current members are entitled to vote at a meeting of the members of the Corporation. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the meeting. After a record date is fixed, an alphabetical list of members entitled to receive notice, including their addresses and number of votes each is entitled to cast, will be prepared. The list will contain a listing of members entitled to vote at the meeting but not entitled to receive notice and will be available for inspection at the principal office of the Corporation from two business days after notice is given until the meeting is held. Any member entitled to vote at the meeting is entitled to access to the list for the purpose of communicating with other members. Quorum 3.06). Members holding five percent (5%) of the votes that may be cast at a meeting who attend the meeting in person or by proxy will constitute a quorum at a meeting of members. The members present at a duly called or held meeting at which a quorum is present may continue to transact business, even if enough members leave so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required for a quorum. If a quorum is not present at any time during a meeting, a majority of the members who are present may adjourn and reconvene the meeting once without further notice. Actions of Membership 3.07). The membership will try to act by consensus. However, if a consensus is not available on a matter or proposal, the vote of a majority of voting members in good standing, present and entitled vote at a meeting at which a quorum is present, is enough to constitute the act of the membership unless law or the Bylaws require a greater number. Voting will be by ballot or voice, except that any election of Directors will be by ballot if demanded by any voting member at the meeting before the voting begins. Proxies 3.08). A member entitled to vote at a meeting of members of the Corporation may vote by proxy. All proxies must be in writing, bear the signature of the member giving the proxy, and must specify the date on which they are executed. No proxy is valid after 11 months from the date of its execution, unless the proxy specifically states a later date. Proxies are not valid if they purport to be valid to an indefinite date in the future or if they purport to be valid for more than two years from their date of execution. Voting by Mail 3.09). The Board may authorize members to vote by mail or electronic mail (or some other form of electronic voting) on the election of Directors and officers or on any other matter that the members may vote on. ARTICLE 4 PHS BOARD OF DIRECTORS Management of Corporation 4.01). The PHS Board will manage corporate affairs. The Board will make Number, Qualifications, and Tenure of Directors 4.02). The PHS Board will include thirteen elected voting members, plus two appointed non-voting members residing outside the United States and Canada who are invited to serve by the PHS Board. In addition, the Board will include the following ex officio members: the current PHS officers (with voting rights), the immediate past PHS president (with voting rights), the current Peace & Change editor (without voting rights), the current Swarthmore College Peace Collection curator (without voting rights), and the president of the German Association for Historical Peace and Conflict Research (without voting rights). The PHS Web Page Editor shall be an ex-officio non-voting Board member. Directors will be members of the Corporation. Each elected and appointed Director will serve for a term four (4) years. The elected and appointed Directors’ terms will be staggered so that the terms of eight of the Directors will begin in even-numbered years; the terms of the other seven, in odd-numbered years. Nominating Directors 4.03). A nominating committee will consider possible nominees and make nominations for each election of Directors. The secretary will include the names nominated by that committee, and any report of the committee, with the notice of the meetings at which the election occurs. Electing Directors 4.04). A person who meets the qualifications for Director and who has been duly nominated may be elected as a Director. Directors will be elected by the vote of the membership. Each Director will hold office until a successor is elected and qualifies. A Director may not be elected to succeed himself or herself as Director. Directors will be elected at the annual meeting of the members. In electing Directors, members may not cumulate their votes by giving one candidate as many votes as the number of Directors to be elected or by distributing the same number of votes among any number of candidates. Vacancies 4.05). The Board will fill any vacancy in the Board and any Director position to be filled due to an increase in the number of Directors. A vacancy is filled by the affirmative vote of a majority of the remaining Directors, even if it is less than a quorum of the Board, or if it is a sole remaining Director. A Director selected to fill a vacancy will serve for the unexpired term of his or her predecessor in office. Annual Meeting 4.06). The annual meeting of the Board may be held without notice other than these Bylaws. The annual Board meeting and the annual members meeting will be one and the same. Regular Meetings 4.07). The Board may provide for regular meetings by resolution stating the time and place of such meetings. No notice of regular Board meetings is required other than a Board resolution stating the time and place of the meetings. In addition, Board meetings and disposition of agenda issues, including any and all matters of business, can be conducted online through the PHS Board Listserv.
Special Meetings 4.08). Special Board meetings may be called by, or at the request of, the president or any five (5) Directors. A person or persons authorized to call special meetings of the Board may fix any place as the place for holding a special meeting. The person or persons calling a special meeting will inform the secretary of the Corporation of the information to be included in the notice of the meeting. The secretary of the Corporation will give notice to the Directors as these Bylaws require. Notice 4.09). Electronic, written, or printed notice of any special meeting of the Board will be delivered to each Director not less than seven, nor more than 30 days before the date of the meeting. The notice will state the place, day, and time of the meeting; who called and the purpose or purposes for which it is called. Quorum 4.10). Five voting Directors constitutes a quorum for transacting business at any Board meeting. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Directors required for a quorum. If a quorum is never present at any time during a meeting, a majority of the Directors present may adjourn and reconvene the meeting once without further notice. Duties of Directors 4.11). Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Corporation’s best interest. In this context, the term “ordinary care” means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on Directors, Directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors or experts such as accountants or legal counsel. A Director is not relying in good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Duty to Avoid Improper Distributions 4.12). Directors who vote for or assent to improper distributions are jointly A Director is not liable if, in voting for or assenting to a distribution, the Directors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person. Delegating Duties 4.13). Directors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Corporation’s behalf; and to sell, transfer, or otherwise dispose of the Corporation’s assets and properties at a time and for a consideration that the advisor deems appropriate. The Directors have no liability for actions taken or omitted by the advisor if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever. Interested Directors 4.14). Contracts or transactions between Directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the Director, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party’s vote are counted for the purpose. However, every Director with any personal interest in the transaction must disclose all material facts concerning the transaction, including all potential personal benefit and potential conflicts of interest, to the other members of the Board or other group authorizing the transaction. The transaction must be approved by a majority of the uninterested Directors or other group with the authority to authorize the transaction. Actions of Board of Directors 4.15). The Board will try to act by consensus. However, if a consensus is not Proxies 4.16). A Director may vote by proxy. All proxies must be in writing, must bear the signature of the Director giving the proxy, and must bear the date on which the proxy was executed by the Director. No proxy is valid after three (3) months from the date of its execution. Compensation 4.17). Directors may not receive salaries for their services. The Board may adopt a resolution providing for paying Directors a fixed sum and expenses of attendance, if any, for attending each Board meeting. A Director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a Director will be reasonable and commensurate with the services performed. Removing Directors 4.18). The Board may vote to remove a Director at any time for not fulfilling his or her duties. At the meeting, the Director may present evidence of why her or she should not be removed and may be represented by an attorney at and before the meeting. Also, at the meeting, the Corporation will consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director. A Director may be removed by the affirmative vote of sixty-seven (67) percent of voting members of the Board.
ARTICLE 5 Officer Positions 5.01). The Corporation’s officers will be a president, secretary, treasurer, and a vice president. The Board may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. The same person may not hold any two or more offices.
Election and Term of Office 5.02). The Corporation’s officers will be elected every two years, except the treasurer will be elected every four years, by Members and conferred by the Board at the annual Board meeting. If officers are not elected at this time, they will be elected as soon thereafter as possible. Each officer will hold office until a successor is duly selected and qualified. An officer of the Corporation is limited to four (4) consecutive years in one office at any one time. Removal 5.03). Any officer elected or appointed by the Board may be removed by the Board only with good cause. Removing an officer will be without prejudice to the officer’s contractual rights, if any. Any officer elected by the Members may be removed from office by an affirmative vote of sixty-seven (67) percent of the Members voting or by an affirmative vote of sixty-seven (67) percent of voting members of the Board. A recall election held among all Members will occur on receipt of a petition requesting such an election supported by personal communication to the Board or the president by twenty (20) percent of Members. Vacancies 5.04). The Board may select a person to fill a vacancy in any office for the unexpired portion of the officer’s term. President 5.05). The president is the Corporation’s chief executive officer. Her or she will supervise and control all of the Corporation’s business and affairs and will preside at all meetings of the members and of the Board. The president may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board authorizes to be executed. However, the president may not execute instruments on the Corporation’s behalf if this power is expressly delegated to another officer or agent of the Corporation by the Board, these Bylaws, or statute. The president will perform other duties prescribed by the Board and all duties incident to the office of president. More specifically, the president shall:
decisions and other major decisions; and execute Board decisions. (b) Supervise the work of all committees, formulate policies for (c) Appoint the chairs of all committees; the president shall also appoint (d) Appoint and supervise the work of the PHS News Editor, the PHS (e) Be an ex-officio nonvoting member of the Board and of all (f) Preside at all Board meetings at which he or she is present. (g) Represent PHS at all public occasions. (h) Communicate with the Board at least 6 times per year, in addition (i) Communicate with the PHS general membership at least 4 times per (j) Sign all documents requiring official certification, unless otherwise (k) Keep the other officers, in particular the vice-president, informed of all (l) Maintain appropriate records, and deposit these records with the
Vice President 5.06). When the president is absent, cannot act, or refuses to act, a vice president will perform the president’s duties. When acting in the president’s place, the vice president has all the powers of—and is subject to all the restrictions on—the president. A vice president will perform other duties as assigned by the president or Board. In addition, the vice president will:
Secretary
5.07). The Secretary will: (a) Give all notices as provided in the Bylaws or as required by law. (b) Keep accurate minutes of Board meetings; maintain the minutes as part of the Corporation records; and make the minutes (or a summary of the minutes) available to PHS members in a timely manner. (c) Maintain custody of the Corporate records. (d) Maintain an up to date register of PHS members, directors, and officers, along with their current email address, mailing address, and telephone number (with the authorization of each member). (e) Perform duties as assigned by the president or the Board. (f) Perform all duties incident to the office of the secretary. (g) Maintain appropriate minutes and records, and deposit these records Treasurer
5.08). The Treasurer will: (a) Have charge and custody of—and be responsible for—all the (b) Receive and give receipts for monies due and payable to the Corporation from any source. (c) Deposit all monies in the Corporation’s name in banks, trust companies, or other depositories these Bylaws provide or as the Board or president directs. (d) Write checks and disburse funds to discharge the Corporation’s obligations. (e) Maintain the Corporation’s financial books and records. (f) Prepare and submit a financial report to the Board and to the PHS membership at least once each year. (g) Perform other duties as assigned by the president or the Board (h) If the Board requires, give a bond for faithfully discharging his or her duties in a sum and with a surety as determined by the Board.
with the Swarthmore College Peace Collection (official repository of
ARTICLE 6 Establishing Committees 6.01). The Board may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee will include two or more Directors and may include persons who are not Directors. If the Board delegates any of its management authority to a committee, the majority of the committee will consist of Directors. The Board may also delegate to the president its power to appoint and remove members of a committee that has not been delegated any management authority of the Board. The Board may establish qualifications for membership on a committee. Establishing a committee or delegating authority to it will not relieve the Board, or any individual Director, of any responsibility imposed by these Bylaws or otherwise imposed by law. No committee has the authority of the Board to:
Term of Office 6.02). The president will appoint the chair of all committees. The president will also appoint members to these committees, though the president may delegate this task to committee chairs. Chair 6.03). One member of each committee will be designated as the committee chair. The chair will be elected by the committee members. The chair will call and preside at all meetings of the committee. Notice of Meetings 6.04). Electronic, written, or printed notice will be delivered to each member of a committee not less than seven nor more than 30 days before the date of the meeting. The notice will state the place, day, and time of the meeting, and the purpose or purposes for which it is called. Committee and Corporation business may be conducted online via email.
Quorum 6.05). A majority of the committee members constitutes a quorum for transacting business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required for a quorum. If a quorum is never present at any time during a meeting, the chair may adjourn and reconvene the meeting once without further notice. Actions of Committees 6.06). Committees will try to take action by consensus. However, if a consensus is not available, the vote of a majority of committee members present and voting at a meeting at which a quorum is present is enough to constitute the act of the committee unless the act of a greater number is required by statute or by some other provision of these Bylaws. A committee member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the act of the committee. Proxies Compensation 6.08). Committee members may not receive salaries for their services. The Board may adopt a resolution providing for paying committee members a fixed sum and expenses of attendance, if any, for attending each meeting of the committee. A committee member may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a committee member will be reasonable and commensurate with the services performed. Rules 6.09). Each committee may adopt its own rules, consistent with these Bylaws or with other rules that may be adopted by the Board.
ARTICLE 7 7.01). The Editor of Peace & Change shall be appointed by the Board for term of indefinite duration, to be terminated at any time by the journal Editor or by a two-thirds majority of the PHS Board. 7.02). The Editorial Board shall consist of the Editor and not more than fourteen (14) members nominated by the Editor and appointed by the Board. Members shall serve terms of four (4) years, which may be extended by the journal Editor.
ARTICLE 7 Contracts 7.01). The Board may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments. Deposits 7.02). All the Corporation’s funds will be deposited to the credit of the Corporation in the banks, trust companies, or other depositories that the Board selects. Gifts 7.03). The Board may accept, on the Corporation’s behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board may make gifts and give charitable contributions not prohibited by these Bylaws, the articles of incorporation, state law, and provisions set out in federal tax law that must be complied with to maintain the Corporation’s federal and state tax status. Potential Conflicts of Interest
7.04). The Corporation may not make any loan to a director or officer of the Corporation. A member, director, officer, or committee member of the Corporation may loan money to—and otherwise transact business with—the Corporation except as otherwise provided by these Bylaws, the articles of incorporation, and applicable law. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation may not borrow money from—or otherwise transact business with—a member, director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the Board’s or the members’ approval, not including the vote of any person having a personal interest in the transaction. Prohibited Acts 7.05). As long as the Corporation exists, and except with the Board’s prior
(g)Use the Corporation’s name (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of its business. (h) Disclose any of the Corporation’s business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
ARTICLE 8 Required Books and Records 8.01). The Corporation will keep correct and complete books and records of account. The books and records include: (a) A file-endorsed copy of all essential documents filed with the government of any state , including but not limited to the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent. (b) A copy of all Bylaws, including these Bylaws, and any amended versions or amendments to them. (c) Minutes of the proceedings of the members, Board, and committees having any of the authority of the Board. (d) A list of the names and addresses of the members, directors, officers, and any committee members of the Corporation. (e) A financial statement showing the Corporation’s assets, liabilities, and net worth at the end of the three most recent fiscal years. (f) A financial statement showing the Corporation’s income and expenses for the three most recent years.
Inspection and Copying 8.02). Any member, director, officer, or committee member of the Corporation may inspect and receive copies of all the corporate books and records required to be kept under the Bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Corporation. He or she may do so through his or her attorney or other duly authorized representative. The inspection may take place at a reasonable time, no later than five working days after the Corporation receives a proper written request. The Board may establish reasonable copying fees, which may cover the cost of materials and labor but may not exceed twenty-five cents per page. The Corporation will provide requested copies of books or records no later than five working days after receiving a proper written request. Audits 8.03). Any member may have an audit conducted of the Corporation’s books. That member bears the expense of the audit unless the members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct it. A member may not exercise these rights so as to subject the Corporation to an audit more than once in any fiscal year.
ARTICLE 9 The Corporation’s fiscal year will begin on the first day of January and end on the last day in December in each year.
ARTICLE 10 When Indemnification Is Required, Permitted, and Prohibited 10.01). (a) The Corporation will indemnify a Director, officer, Member, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her action or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the Corporation’s request as a Director, officer, partner, venture, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise. (b) The Corporation will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation. (c) The Corporation will pay or reimburse expenses incurred by a Director, officer, Member, committee member, employee, or agent of the Corporation in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding. (d) In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a Director, officer, Member, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person in any situation in which indemnification is prohibited by paragraph 10.01(a) above. (e) The Corporation may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might eventually be entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in paragraph 10.03(c), below, have been satisfied. Furthermore, the Corporation will never advance expenses to a person before final disposition of a proceeding if the person is a named defendant or respondent in a proceeding brought by the Corporation or one or more Members or if the person is alleged to have improperly received a personal benefit or committee other willful or intentional misconduct. Extent and Nature of Indemnity 10.02). The indemnity permitted under these Bylaws includes indemnity against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding. Procedures Relating to Indemnification Payments
10.03. (a) Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in subparagraph (c), below. The Corporation may make these determinations and decisions by any one of the following procedures:
(b) The Corporation will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(iii), above, governing selection of special legal counsel. A provision contained in the articles of incorporation, or a resolution of members or the Board that requires the indemnification permitted by paragraph 10.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible. (c) The Corporation will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible under subparagraph (a), above. In addition to this determination, the Corporation may advance expenses only after it receives a written affirmation and understanding from the person to receive the advance. The person’s written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay. (d) Any indemnification or advance of expenses will be reported in writing to the Corporation’s members. The report will be made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of a consent to action without a meeting. In any case, the report will be sent within the 12-month period immediately following the date of the indemnification or advance.
ARTICLE 11 Notice by Email, Mail, or Telegram 11.01). Any notice required or permitted by these Bylaws to be given to a Member, Director, officer, or member of a committee of the Corporation may be given by email, mail, or telegram. If mailed, a notice is deemed delivered when deposited in the mail and addressed to the person at his or her address as it appears in the corporate records, with postage prepaid. If given by telegram, a notice is deemed delivered when accepted by the telegraph company and addressed to the person at his or her mailing address and email address as it appears on the corporate records. A person may change his or her address in the corporate records by giving written notice of the change to the secretary of the Corporation. Signed Waiver of Notice 11.02). Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time state in the notice being waived. Waiving Notice by Attendance 11.03). A person’s attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting t the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE 12 Meeting by Email or Telephone 12.01). The Members, Board of Directors, and any committee of the Corporation may hold a meeting by email or by telephone conference-call procedures. Decision Without Meeting 12.02). Any decision required or permitted to be made at a meeting of the Members, Board, or any committee of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all the person entitled to vote on the matter. The original signed consents will be placed in the Corporation minute book and kept with the corporate records. Furthermore, in accordance with the articles of incorporation, action may be taken without a meeting when there are signed written consents by the number of Members, Directors, or committee members whose votes would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must be signed and bear the date of signature of the person signing it. A telegram, telex, cablegram, or similar transmission by a Member, Director, or committee member, or a photographic, facsimile, electronic mail or similar reproduction of a signed writing, will be treated as an original being signed by the member, director, or committee member. Consents must be delivered to the Corporation. A consent signed by fewer than all Members, Directors, or committees is not effective to take the intended action unless the required number of consents are delivered to the Corporation within 60 days after the date that the earlier-dated consent was delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. This delivery may be made to the Corporation’s registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of the books in which the relevant proceedings are recorded. If the delivery is made to the Corporation’s principal place of business, the consent must be addressed to the president or principal executive officer. The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filled with the secretary of state, the filed documents will indicate that these written consent procedures were followed to authorize the action and filing. Proxy Voting 12.03). A person authorized to exercise a proxy may not exercise the proxy unless it is delivered to the officer presiding at the meeting before the business of the meeting begins. The secretary or other person taking the minutes of the meeting will record in the minutes the name of the person who executed the proxy and the name of the person authorized to exercise the proxy. If a person who has duly executed a proxy personally attends a meeting, the proxy will not be effective for that meeting. A proxy filed with the secretary of the Corporation or other designated officer remains in force until the first of the following occurs:
ARTICLE 13 These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted only by majority vote of the responding membership. The notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new Bylaws are adopted will include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.
ARTICLE 14 Legal Authorities Governing Construction of Bylaws 14.01). These Bylaws will be construed under the laws of the state where the Corporation’s principal offices are located at any given point in time. All references in these Bylaws to statues, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time. Legal Construction 14.02). To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the Bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision. Headings 14.03). The headings used in the Bylaws are for convenience and may not be considered in construing the Bylaws. Number 14.04). All singular words include the plural, and all plural words include the singular. Seal 14.05). The Board of Directors may provide for a corporate seal. Power of Attorney 14.06). A person may executer any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary to be kept with the corporate records. Parties Bound 14.07). The Bylaws will bind and inure to the benefit of the Members, Directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the Bylaws otherwise provide.
CERTIFICATE OF PRESIDENT I certify that I am the duly elected and acting president of Peace History Society and that these Bylaws constitute the Corporation’s Bylaws. These Bylaws were duly adopted at a meeting of the general membership held on 21 October 2011. Dated: 21 October 2011
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