CPSA Bylaws
Table of Contents
ARTICLE I - Registered Agent & Office
ARTICLE II - Members
ARTICLE III - Board of Directors
ARTICLE IV - Officers and Agents
ARTICLE V - Execution of Instruments
ARTICLE VI - Indemnification
ARTICLE VII - Limitations
ARTICLE VIII - Miscellaneous
Bylaws of Coal Preparation Society of America
These bylaws (the “Bylaws”) are adopted for the governance of Coal Preparation Society of America, a Virginia nonstock corporation (herein referred to as the “Corporation”).
ARTICLE I - REGISTERED AGENT & OFFICE
The Corporation shall maintain at all times a registered agent and office in compliance with Section 13.1-833 of the Virginia Nonstock Corporation Act, as amended (the “Act”). Such registered agent shall be either an individual who is a resident of Virginia and a director or officer of the Corporation or a member of the Virginia State Bar and whose business office is identical with the registered office of the Corporation, or a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, the business office of which is identical with the registered office of the Corporation, as determined by the Board of Directors. The registered agent is subject to change from time to time by the Board of Directors, by the officers of the Corporation, or as otherwise provided by the Act.
ARTICLE II - MEMBERS
Section 2.1. Classes of Members.
The Corporation shall have the following classes of membership: Individual, Student, Corporate I (Coal Producers), Corporate II (Manufacturers) and Corporate III (Other Companies). The qualifications and requirements for each class of membership shall be as set forth in Section 2.2 below.
Section 2.2. Eligibility for Membership Class.
Only Interested Persons (as defined below) are eligible for consideration and acceptance as members (each a “Member”). An “Interested Person” means any business, firm, corporation, other form of legal entity or individual that falls within one of the following categories (each a “Membership Category”):
(a) Individual Members. Individual Members shall consist of individuals with an interest in the activities of the Corporation (and who are not Student Members). Each Individual Member shall be entitled to participate in activities of the Corporation, to the extent and as determined by the Board of Directors, and shall pay an annual membership fee of $50, subject to change from time to time as determined by the Board of Directors (and except for those individuals who participate as employees of a Corporate Member as set forth below). Each Individual Member shall be entitled to one (1) vote on any matter to come before the Members of the Corporation.
(b) Student Members. Student Members shall consist of individuals who are students with an interest in the activities of the Corporation. Each Student Member shall be entitled to participate in activities of the Corporation, to the extent and as determined by the Board of Directors, and shall pay an annual membership fee of $25, subject to change from time to time as determined by the Board of Directors. Student Members shall be non-voting Members.
(c) Corporate I (Coal Producer) Members. Corporate I Members shall be selected from business organizations engaged in the production of coal. Each Corporate I Member shall be entitled to participate in activities of the Corporation, to the extent and as determined by the Board of Directors, and shall pay an annual membership fee of $1,500, subject to change from time to time as determined by the Board of Directors. Each Corporate I Member shall be entitled to have up to Seventy-Five (75) of such Member’s employees participate as Individual Members. Corporate I Members shall be non-voting Members; however each of such Members’ employees who are Individual Members shall have all of the rights of Individual Members as set forth in Section 2.2(a) above.
(d) Corporate II (Manufacturer) Members. Corporate II Members shall be selected from business organizations engaged in the manufacture of coal supplies or equipment. Each Corporate II Member shall be entitled to participate in activities of the Corporation, to the extent and as determined by the Board of Directors, and shall pay an annual membership fee of $1,000, subject to change from time to time as determined by the Board of Directors. Each Corporate II Member shall be entitled to have up to Fifty (50) of such Member’s employees participate as Individual Members. Corporate II Members shall be non-voting Members; however each of such Members’ employees who are Individual Members shall have all of the rights of Individual Members as set forth in Section 2.2(a) above.
Any questions or disputes that arise concerning Membership Categories shall be resolved by the Board of Directors.
Section 2.3 Admission to Membership.
Individuals or entities may apply for membership in the Corporation upon meeting the criteria set forth in Section 2.2 above and upon making application for membership in the form determined by the Board of Directors from time to time. All applications for membership shall be reviewed by the Board of Directors (or its designee(s)) and, if the applicant satisfies the eligibility requirements of Section 2.2 above, the Board of Directors (or its designee(s)) may approve the applicant as a Member. Alternatively, if the Board of Directors (or its designee(s)) fails or refuses to approve the applicant for membership, any member of the Board of Directors (or its designee(s)) may submit the application to the Board of Directors for consideration at the next regular or special meeting of the Board of Directors and the Board of Directors may approve the applicant as a Member. An applicant who is accepted for membership shall become a Member upon payment of the required dues.
Section 2.4. Dues.
The Board of Directors shall determine the amount of annual dues for Members. Dues are non-refundable. Dues shall be due and payable at such time or times as may be established by the Board of Directors.
Section 2.5. Renewal.
Membership will be renewed annually or at such other time or times as may be established by the Board of Directors.
Section 2.6. Termination of Membership.
The Board of Directors, by affirmative majority vote, may suspend or expel a Member in the event (a) the Member fails to pay dues as and when due, (b) the Member fails to maintain eligibility as set forth in Section 2.2 above, or (c) the Board of Directors determines that it is in the best interest of the Corporation.
Section 2.7. Amendments to Membership Requirements.
The membership provisions of these bylaws may be altered from time to time in accordance with the Act, the Articles of Incorporation of the Corporation, and these bylaws to provide for the classification, qualifications, privileges and appointment of members as may be determined by the Board of Directors.
Section 2.8. Annual Meetings.
The annual meeting of the Members of the Corporation may be held in April or May of each year at such time and place as may be determined by the Board of Directors. The annual meeting of Members shall be for the election of Directors and for the transaction of such other business as may properly come before it. The annual meeting of Members may be held at the time and place determined by the Board of Directors.
Section 2.9. Special Meetings.
Special meetings of the Members may be called by the president or any three (3) members of the Board of Directors and shall be held at such time and place as may be determined by the Board of Directors.
Section 2.10. Notice and Conduct of Meetings.
The Secretary shall give written notice stating the place, the date, and hour of each meeting of Members entitled to vote and, in the case of a special meeting, the purpose(s) for which the meeting is called and the name of the person(s) by whom or at whose direction the meeting is called. Such notice shall be delivered not less than ten (10) nor more than sixty (60) days prior to the date of the meeting, via personal delivery, mail, telephonic, electronic or facsimile notice (and the method of notice need not be the same as to each Member). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his or her address as it appears on the Membership records of the Corporation, with postage thereon prepaid. If transmitted electronically or by facsimile, such notice shall be deemed to be given when the transmission is completed.
The President shall conduct meetings of the Members. If the President is unavailable or otherwise unable to conduct any meeting of Members, the Vice-President shall conduct meetings of the Members or, alternatively, the Board of Directors shall appoint a chairman to conduct such meeting or meetings of Members.
Section 2.11. Voting.
Only Individual Members shall be entitled to vote. Any provision in these Bylaws referring to a vote of the Members (or to notice, quorum or other requirements related to Member voting) shall be construed to mean only Individual Members. At any meeting of the Members, each Individual Member present at such meeting shall have one (1) vote on any matter.
Section 2.12. Meetings by Conference Telephone.
Members may participate in a meeting by conference telephone or similar communications equipment, so long as all persons participating in such meeting can hear one another. Participation in a meeting through telephonic means shall constitute presence in person at such meeting.
Section 2.13. Quorum.
Voting Members represented in person or by proxy at any meeting of the Members shall constitute a quorum for the transaction of business of the Members.
Section 2.14. Manner of Acting.
Unless a greater number of votes is required by these Bylaws as to a specific action, the act of a majority of the Members entitled to vote present at a meeting at which a quorum is present is the act of the Members. Any tie in a vote among the Members shall be broken by a vote of the Board of Directors. Voting by proxy shall be permitted.
Section 2.15. Presumption of Assent.
A member of the Corporation who is present at a meeting of the Members at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless (s)he shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. No Member may dissent regarding an action for which the member voted in favor.
Section 2.16. No Transfer or Assignment.
No member of the Corporation may transfer or assign his membership interest in the Corporation or any right arising therefrom to any other party nor shall any member attempt to transfer his membership interest or any right arising therefrom to any personal representative, heir, devisee, successor or assign, as may be applicable.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1. General Powers.
The business and affairs of the Corporation shall be managed by its Board of Directors, except as otherwise provided in the Act, the Articles of Incorporation or these Bylaws.
Section 3.2. Number, Election, Tenure and Removal.
(a) The number of directors of the Board of Directors shall be specified from time to time by resolution of the Board of Directors.
(b) The current directors shall be divided into three (3) groups. The terms of the current directors in the first group expire at the first annual meeting after the approval of these Bylaws, the terms of the current directors in the second group expire at the second annual meeting after the approval of these Bylaws, and the terms of the current directors in the third group expire at the third annual meeting after the approval of these Bylaws. The current directors shall have the term of office as respectively set forth in Exhibit A, attached hereto and incorporated herein, and until their successors are duly elected and qualified or until their prior removal, death or resignation.
(c) Upon the expiration of the staggered terms set forth in Section 3.2(b) above, directors shall be elected for terms of three (3) years to succeed those whose terms expire. Despite the expiration of a director’s term, the director shall continue to serve until the election and qualification of a successor or until there is a decrease in the number of directors, or until such director’s earlier death, resignation or removal from office. The Members entitled to vote and/or, in the case of vacancies under Section 3.4, the Board of Directors, shall appoint directors to fill each of the director positions which become open from time to time except as otherwise set forth herein.
(d) Any director may be removed at any time, with or without cause, by the majority vote of the directors or the Members entitled to vote.
Section 3.3. Resignation.
Any director may resign at any time by giving written notice to the Board of Directors, Chairman of the Board, president or the secretary of the Corporation. Such resignation shall take effect when delivered, unless the notice specifies a later date.
Section 3.4. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by an appointment approved by the affirmative vote of a majority of the remaining members of the Board of Directors or of the Members entitled to vote. A director appointed to fill a vacancy shall serve for the unexpired term of such director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by an appointment approved by the affirmative vote of a majority of the Members entitled to vote; a director so chosen shall hold office until the end of the term designated for the position so created and thereafter until the director’s successor shall have been elected and qualified, or until the director’s earlier death, resignation or removal.
Section 3.5. Standards of Conduct.
A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the Corporation. Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the Corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or
(c) A committee of the Board of Directors of which the director is not a member if the director believes, in good faith, that the committee merits confidence.
A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.
Section 3.6. Regular Meetings.
Regular meetings of the Board of Directors shall be held at such time and place as may be determined by the Board of Directors, for the purpose of transaction of such business as may come before the meeting. The Board of Directors may provide by resolution the time and place, either within or outside the Commonwealth of Virginia, for the holding of regular meetings. No additional notice of meetings held pursuant to a resolution of the Board of Directors, other than the resolution itself, is required.
Section 3.7. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the chairman of the board or any two directors. The individual or individuals authorized to call special meetings of the Board of Directors may fix any place as the place, either within or outside the Commonwealth of Virginia, for holding any special meeting of the Board of Directors called by them.
Section 3.8. Annual Meetings.
One of the regular meetings of the Board of Directors described above in Section 3.6 shall be designated as the Annual Meeting for the purposes of organization, election of directors and officers and the transaction of other business.
Section 3.9. Notice.
Notice of each meeting of the Board of Directors (other than regular meetings held pursuant to a resolution of the Board of Directors under Section 3.6 above) stating the place, day and hour of the meeting shall be given to each director at the director’s business address at least ten days prior thereto by the mailing of written notice by first class, certified or registered mail, by personal delivery of written notice or by telephonic, electronic or facsimile notice (and the method of notice need not be the same as to each director). If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. If transmitted electronically or by facsimile, such notice shall be deemed to be given when the transmission is completed. Any director may waive notice of any meeting before, at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless the director, at the beginning of the meeting or promptly upon later arrival, objects to holding the meeting because of lack of notice or defective notice, and after objecting, the director does not vote for or assent to action taken at the meeting with respect to the purpose. If special notice was required for a particular purpose, the director must object to the purpose for which the special notice was required, and after objecting, refrain from voting for or assenting to the action taken at the meeting with respect to the purpose, or the director’s attendance will constitute a waiver of notice.
Section 3.10. Quorum and Voting.
A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.
Section 3.11. Proxies.
For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a director may be considered to be present at a meeting and to vote if the director has granted a signed written proxy:
(a) to another director who is present at the meeting and authorizing the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy; or
(b) to a person who is not a director if the proxy authorizes such person to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy.
Section 3.12. Presumption of Assent.
A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) the director objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting specified business at the meeting or (b) he votes against, or abstains from, the action taken.
Section 3.13. Compensation.
Directors shall not receive any compensation for their services as such. However, reasonable stipends and expenses for directors for attendance at Board of Director meetings may be paid or reimbursed by the Corporation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity.
Section 3.14. Executive and Other Committees.
By one or more resolutions adopted by a majority of the directors then in office, the Board of Directors may designate from among its members an Executive Committee and one or more other committees, each of which shall have and may exercise all of the authority of the Board of Directors granted to such committee by the resolution establishing such committee. Each committee shall be comprised of at least two directors appointed by the Board of Directors. The Chairman of the Board shall be a member of and shall chair the Executive Committee, if any. The delegation of authority to any committee shall not operate to relieve the Board of Directors or any member of the Board of Directors from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the Board of Directors shall be as established by the Board of Directors, or in the absence thereof, by the committee itself.
Section 3.15. Meetings by Other Means of Communication.
Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee by any means of communications so long as all individuals participating in the meeting can hear one another. Such participation shall constitute presence in person at the meeting.
Section 3.16. Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if each and every director signs a consent describing the action to be taken and delivers it to the Corporation. Action taken pursuant to this Section is effective when the last director signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein, provided the consent states the date of execution by each director. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the Corporation prior to delivery to the Corporation of unrevoked written consents signed by all directors. A written consent and the signing thereof may be accomplished by one or more electronic transmissions.
Section 3.17. Advisory Board.
The Board of Directors may appoint such advisory commission or board as it may deem appropriate, consisting of directors or persons who are not directors, but such board shall not be deemed a committee of the Board and shall not exercise any powers of the Board. The Board shall select a chairman and such other officers of the advisory board as it may determine. Notice of, and procedures for, meetings of any advisory board shall be as prescribed by the chairman of such board, and meetings of any advisory board may be called by the President, the Board of Directors or the chairman of the advisory board.
Section 3.18. Chairman of the Board.
The chairman of the Board of Directors shall be selected (and removed) by the Board of Directors by majority vote and shall (i) preside at all meetings of the Board of Directors; (ii) see that all orders and resolutions of the Board of Directors are carried into effect; (iii) supervise and manage the activities of the Executive Committee of the Board, if any; and (iv) perform all other duties incident to the office of chairman of the Board of Directors and as from time to time may be assigned to the chairman by the Board of Directors.
SECTION IV - OFFICERS AND AGENTS
Section 4.1. Number and Qualifications
The elected officers of the Corporation shall be the chairman of the Board of Directors (if appointed), president, vice-president, treasurer and secretary, each of whom must also have previously been elected as a director of the Corporation pursuant to the provisions of Article III. The Board of Directors may also elect or appoint such other officers, assistant officers and agents, including vice-presidents, assistant secretaries and assistant treasurers, as it may consider necessary.
Section 4.2. Power/Duties.
The Board of Directors may delegate to any officer of the Corporation or any committee of the Board of Directors the power to appoint, remove and prescribe the duties of other officers, assistant officers, agents and employees.
Section 4.3. Resignation.
An officer may resign at any time by giving written notice of resignation to the Corporation. An officer’s resignation shall take effect at the time specified in the notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.4. Election and Term of Office.
Officers of the Corporation shall serve for terms of two (2) years, unless otherwise specifically designated by the Board of Directors. The Board of Directors shall elect the officers of the Corporation at the annual meeting which coincides with the conclusion of the given term. If the election of officers shall not be held at such meeting, such election shall be held as soon as convenient thereafter. Each officer shall hold office until the officer’s successor shall have been duly elected and shall have qualified, or until the officer’s earlier death, resignation or removal.
Section 4.5. Removal.
An officer, assistant, agent or employee may be removed, with or without cause, at any time: (i) in the case of an officer, assistant, agent or employee appointed by the Board of Directors, only by resolution of the Board of Directors; and (ii) in the case of any other officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board of Directors upon who or which such power of removal may be conferred by the Board of Directors; but such removal shall be without prejudice to the contract rights, if any, of the individual so removed.
Section 4.6. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.7. Compensation.
Officers of the Corporation shall not receive any compensation for their services as such. However, reasonable stipends and expenses for officers may be paid or reimbursed by the Corporation. Officers of the Corporation shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity.
Section 4.8. Authority and Duties of Officers.
The officers of the Corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the Board of Directors or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.
(a) President. The president shall be the chief executive officer and shall perform such duties as may be assigned to him/her by the Board of Directors. The president shall perform the duties normally performed by the chief executive officer.
(b) Vice President. In the absence of the president, or in the event of the president's death, inability or refusal to act, the vice president (or in the event there is more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned to him or her by the president or by the board of directors.
(c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the Board of Directors and any committees of the Board of Directors; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation; and (iv) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the President or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.
(d) Treasurer. The treasurer shall: (i) be the principal financial officer of the Corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts for moneys paid in on account of the Corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the Corporation of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the Corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the chief executive officer and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations; (iv) upon request of the Board of Directors, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the chief executive officer or the Board of Directors. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer.
Section 4.9. Multiple Offices.
An individual may hold more than one office of the Corporation.
Section 4.10. Surety Bonds.
The Board of Directors may require any officer or agent of the Corporation to execute to the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board of Directors, conditioned upon the faithful performance of such individual’s duties and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in such individual’s possession or under such individual’s control belonging to the Corporation.
SECTION V - EXECUTION OF INSTRUMENTS
Section 5.1. Checks, Drafts, etc.
All checks, drafts and orders for payment of money, and notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 5.2. Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
Section 5.3. Contracts.
The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 5.4. Conflicts of Interest.
The directors of the Corporation may adopt by majority vote a conflicts of interest policy.
SECTION VI - INDEMNIFICATION
Section 6.1. Authority to Indemnify.
(a) Except as provided in Section 6.1(c) below, the Corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the director:
(i) Conducted himself in good faith;
(ii) Believed (A) in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interests; and (B) in all other cases, that his conduct was at least not opposed to its best interests; and
(iii) In the case of any criminal proceeding, that he had no reasonable cause to believe that his conduct was unlawful.
(b) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(c) Unless ordered by a court under subsection C of Section 13.1-879.1 of the Act, the Corporation may not indemnify a director:
(i) In connection with a proceeding by or in the right of the Corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard under Section 6.1(a) above; or
(ii) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.
Section 6.2. Mandatory Indemnification.
The Corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the Corporation against reasonable expenses incurred by him in connection with the proceeding.
Section 6.3. Advance for Expenses.
(a) The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(i) The director furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described in Section 6.1;
(ii) The director furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay any funds advanced if he is not entitled to mandatory indemnification under Section 6.2 and it is ultimately determined under Section 13.1-879.1 of the Act or Section 6.4 that he has not met the relevant standard of conduct.
(b) The undertaking required by Section 6.3(a)(ii) shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Authorizations of payments under this section shall be made by the board of directors:
(i) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or
(ii) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection C of Section 13.1-868 of the Act, in which authorization directors who do not qualify as disinterested directors may participate.
Section 6.4. Determination and Authorization of Indemnification.
(a) The Corporation may not indemnify a director under Section 6.1 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible because he has met the relevant standard of conduct set forth in such section.
(b) The determination shall be made:
(i) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;
(ii) By special legal counsel (A) selected in the manner prescribed in Section 6.4(b)(i) above; or (B) if there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under Section 6.4(b)(ii) above to select counsel.
Section 6.5 Indemnification of Officers.
(a) An officer of the Corporation is entitled to mandatory indemnification under Section 6.2, and is entitled to apply for court-ordered indemnification under Section 13.1-879.1 of the Act, in each case to the same extent as a director; and
(b) The Corporation may indemnify and advance expenses under this article to an officer of the Corporation to the same extent as to a director.
Section 6.6. Insurance.
By action of the Board of Directors, notwithstanding any interest of the directors in such action, the Corporation may, subject to Section 6.8, purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, on behalf of any individual indemnified hereunder against any liability asserted against such individual and incurred by such individual in such individual’s capacity of or arising out of such individual’s status as an agent of the Corporation, whether or not the Corporation would have the power to indemnify such individual against such liability under applicable provisions of law. The Corporation may also purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, to insure the Corporation against any liability, including without limitation, any liability for the indemnifications provided in this Article.
Section 6.7. Right to Impose Conditions to Indemnification.
The Corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the Board of Directors may deem appropriate in each specific case, including but not limited to any one or more of the following: (a) that any counsel representing the individual to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the individual to be indemnified and to the Corporation; (b) that the Corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the individual to be indemnified; and (c) that the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified individual’s right of recovery, and that the individual to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation.
Section 6.8. Limitation on Indemnification.
Notwithstanding any other provision of these Bylaws, and except as otherwise provided by law, the Corporation shall neither indemnify any individual nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the Corporation as an organization described in Section 501(c)(6) of the Internal Revenue Code (the “IRC”).
Section 6.9. Limitation on Liability.
The directors and officers of the Corporation shall not be liable to the Corporation for monetary damages for any action taken or any failure to take any action as a director.
SECTION VII - LIMITATIONS
Section 7.1. Prohibition Against Sharing in Corporate Earnings.
No director, officer or employee of or individual connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such individual of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such individual or individuals shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All directors of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, consistent with Article VIII of the Corporation’s Articles of Incorporation, as amended, or any successor provisions thereto.
Section 7.2. Investments.
The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a nonprofit corporation is or may hereafter be permitted by law to make, or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of tax exemption under any section of the IRC.
Section 7.3. Exempt Activities.
Notwithstanding any other provision of these Bylaws, no director, officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under IRC § 501(c)(6).
SECTION VIII - MISCELLANEOUS
Section 8.1. Account Books, Minutes, Etc.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees. All books and records of the Corporation may be inspected by any director, such director’s authorized agent or attorney, for any proper purpose at any reasonable time.
Section 8.2. Fiscal Year.
The fiscal year of the Corporation shall be as established by the Board of Directors.
Section 8.3. Conveyances and Encumbrances.
Property of the Corporation may be assigned, conveyed or encumbered by such officers of the Corporation as may be authorized to do so by the Board of Directors, and such authorized individuals shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the Corporation shall be authorized only in the manner prescribed by applicable statute.
Section 8.4. Designated Contributions.
The Corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the Corporation shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the Corporation’s tax-exempt purposes.
Section 8.5. References to Internal Revenue Code.
All references in these Bylaws to provisions of the Internal Revenue Code or “IRC” are to the provisions of the Internal Revenue Code of 1986, as amended, and shall include the corresponding provisions of any subsequent federal tax laws.
Section 8.6. Amendment.
The power to alter, amend, restate or repeal these Bylaws and adopt new bylaws or to alter, amend or restate the Corporation’s Articles of Incorporation shall be vested in the Board of Directors and Members entitled to vote in a manner consistent with Section 13.1-886 of the Act.
Section 8.7. Severability.
The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.