Bylaws

BYLAWS OF THE
MainStreet Truth or Consequences
(hereinafter referred to as “the Corporation”)

ARTICLE I
Office and Registered Agent

Section 1.  Principal Office.  The principal office of the MainStreet Truth or Consequences shall be in the State of New Mexico and determined from time to time by the Board of Directors of the Corporation.

Section 2.  Registered Office and Agent.  The Corporation shall have and continuously maintain a registered office and a registered agent in the State of New Mexico, as required by the State of New Mexico Nonprofit Corporation Act.  The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.

ARTICLE II
Purpose

Section 1. The purposes for which this corporation is organized are to stimulate the preservation and enhancement of the historic, traditional downtown district in the City of Truth or Consequences through education, historic preservation, beautification, promotion of community and civic pride, and combating the underlying reasons for the physical and economic deterioration of the district.  The Corporation shall focus its efforts and resources primarily in the areas of organization (developing resources, encouraging cooperation, and building leadership in the district); promotion (creating a positive image for district by conducting activities that highlight the district’s historic and cultural value and other positive aspects); design (improving the appearance, physical functioning, and physical condition of the district); limited economic development (encouraging alternative uses such cultural amenities to reduce vacancy in the district, providing education about public and private economic development resources, and encouraging public and private investment in the district to support job creation and combat physical deterioration through the preservation and enhancement of the district) and to receive, administer and distribute funds in connection with any activities related to the above purposes; provided, however, that the Corporation shall only engage in activities that are in the purview of Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law.
Section 2. It is the intent of the Corporation to qualify as a nonprofit, tax‑exempt entity pursuant to Section 501(c)(3) of the Internal Revenue Code of 1954, as now or hereafter amended. In order to effectuate such intent, no part of the net earnings of the Corporation shall inure to the benefit of any of its members or any other individual; and the Corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.

Section 3. Upon dissolution of the corporation, the residual assets of the Corporation shall be distributed to a public entity, including the City of Truth or Consequences, County of Sierra, State of New Mexico, or federal government, or to a private, nonprofit corporation which is an exempt organization as described in Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, selection of which corporation may be designated prior to dissolution.

ARTICLE III
Program Area

Section 1.  The Corporation shall focus its primary activities within the geographic area indicated on the attached map as Exhibit A.

Section 2.  The Corporation may, from time to time and at the discretion of the board of directors, conduct limited activities outside of the Program Area.

ARTICLE IV
Membership

Section 1.  Classes and Qualifications.  The Board of Directors shall determine and set forth in separate documents the qualifications, dues, terms, and other conditions of each class of member. There shall be the following classes of members:

A.     Individuals:  Individual members shall consist of those individuals who generally support the purposes of the Corporation and who meet any additional requirements for individual membership as may be imposed by the Board of Directors from time to time.

B.    Organizations: (or “Associate”):  Organization members shall consist of any nonprofit organization or association or institution that supports the purposes of the Corporation and that meets any additional requirements for corporate membership as may be imposed by the Board of Directors from time to time.

C.    Business and Professional: Business and Professional members shall consist of any corporation or individual engaged in a for-profit concern that supports the purposes of the Corporation and that meets any additional requirements for Business and Professional membership as may be imposed by the Board of Directors from time to time.

D.    Honorary Members:  The Board of Directors may designate individuals who do not qualify under the foregoing categories as honorary members, using such criteria as the Board may develop.

Membership in the Corporation shall be available without regard to race, gender, color, creed, political affiliation, sexual orientation, or national origin.

Section 2.  Voting Rights.  Only members in good standing as defined by the Board of Directors shall have the right to vote at the annual meeting of the members on those items specified in Section 3 (below), as well as to vote on such other issues as the Board may choose to bring before the members.

Section 3.  Membership Meetings.

A.     There shall be an annual meeting of the members upon such date, time and place as the Board shall determine.  During the annual meeting, voting members shall have the right to vote on the following matters only:  election of the Board of Directors.   Voting on all other matters is expressly reserved for the Board of Directors.  Election of the Board of Directors may also be conducted by ballot in person or by mail.

B.    Special meetings of the members may be called by the Chair of the Board or upon the request of forty percent of the voting members.  Members shall receive not less than ten (10) days prior written notice of special meetings.  Notice shall be given in the manner specified in Section 1 of Article X of these bylaws, and the notice shall state the purposes of the special meeting.

Section 4.  Quorum and Voting.  Each voting member in good standing shall have one vote at any meeting of the members.  A quorum shall consist of twenty-five percent (25%) of the total voting members present either in person or by proxy.  A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.

Section 5.  Resignation.  Any member may resign from membership in the Corporation upon giving written notice thereof to the Secretary of the Corporation. Such resignation shall specify the effective date thereof. Members who resign from membership shall not be entitled to any refund of dues therefore paid.

Section 6.  Removal.   Any member may be removed from membership by a two-thirds vote of the Board of Directors only for cause, which is defined as failure to pay dues, disruption of the Corporation’s projects or activities, or actions contrary to the best interest of the Corporation.  Members who are removed from membership shall not be entitled to any refund of dues therefore paid.

ARTICLE V
Board of Directors

Section 1.  Powers.  There shall be a Board of Directors of the Corporation, which shall supervise and control the business, property, and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.

Section 2.  Standard of Care.  As defined in the New Mexico Charitable Solicitations Act, Section 57-22-10 NMSA 1978, and defined by the State’s Attorney General, all officers, directors, managers, trustees, professional fundraisers, professional fundraising counsel or other persons having access to the money of a charitable organization intended for use for charitable purposes shall be held to the standard of care defined for fiduciary trustees under common law, including the following.

A.    The Duty of Care.  Directors shall actively participate in the Corporation’s affairs by attending board meetings and meetings of committees on which the director serves.  Each Director shall be responsible to stay informed to determine if the Board of Director’s policies are being followed and to understand how the Corporation is functioning.

B.    The Duty of Loyalty.  Directors shall give the Corporation complete and undivided loyalty by ensuring that the interest of the Corporation and, as a consequence, the interest of the public, takes precedence over the Director’s personal interests. A Director shall, loyally and without self-interest, further the charitable objectives of the Corporation by acting fairly and in the best interest of the Corporation.

C.    The Duty to Manage Accounts.  The Board of Directors shall be responsible for assuring the financial accountability of the Corporation and, accordingly, shall establish procedures to keep the Corporation fiscally sound and ensure that it operates in a fiscally responsible manner.

D.    The Duty of Compliance.  Board members shall be faithful to the Corporation’s purposes and comply with the Corporation’s governing documents. Directors shall also be familiar with the laws that apply to the Corporation and shall comply with those state and federal laws that relate to the Corporation and its business operations.

Section 3.  Director Responsibilities.  All Directors’ responsibilities shall include, but will not be limited to the following:

A.    Maintaining a membership in good standing in the Corporation

B.    Making a financial contribution to the best of the Director’s ability

C.    Serving as a member of at least one committee if the Director is not an Officer

D.    Attending the annual meeting of the Corporation

E.    Attending all meetings of the Board of Directors

F.    Supporting the decisions of the Board of Directors

G.    Attending board leadership and other trainings of the New Mexico Main Street Program

H.    Abide by and support the Corporation’s Conflict of Interest Policy, as well as other policies adopted by the Corporation.

Section 4.  Number and Qualifications.  The members of the initial Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified.  Thereafter, the Board of Directors of the Corporation shall be composed of no less than seven (7) and no more than fifteen (15) individuals.  The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director.

Section 5.  Election and Term of Office.  The initial Board of Directors of the Corporation shall be permitted to appoint additional Directors to bring the total number of Directors to the number prescribed in Section 4.  One-third of the Board of Directors shall be appointed for a one-year term, one-third shall be appointed for a two-year term, and one-third shall be appointed for a three-year term.  The initial Board of Directors shall determine a method for allocating the length of term among Directors.  Thereinafter, each Director shall be elected for a three-year term at each annual meeting of the members.  Nominations to the Board shall be made by the Nominations Committee appointed by the Board and shall be set forth in the notice of the annual meeting.

Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. Directors in office may be reelected for one consecutive term (for a total of six years consecutive service), except that the Immediate Past President’s term as a member of the Board of Directors shall commence at the normal termination date of his or her term as President and shall continue to the next annual meeting of the membership thereafter unless his or her term as Director extend past that date. 
Section 6.  Resignation.  Any director may resign at any time by giving written notice to the President of the Corporation.   Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Corporation.

Section 7.  Removal.  Any director may be removed from such office, with or without cause, any regular or special meeting of the Board of Directors called expressly for that purpose by a two-thirds vote of the Directors eligible to vote.  Any Director who is absent from two consecutive regular meetings or twenty-five percent of meetings of the Board of Directors in any twelve-month period may be removed as a member of the Board of Directors.

Section 8. Vacancies.  Vacancies other than those resulting from the normal expiration of a Director’s term of office shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.  A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.  If that predecessor’s unexpired term is less than one year in duration, the Director elected to fill that vacancy shall be eligible, upon successful reelection by the Membership, to serve an additional two consecutive terms as Director.

Section 9.  Regular Meetings.  Regular meetings shall be held not less than nine (9) times each year at such a time, day, and place as shall be designated by the Board of Directors.

Section 10.  Special Meetings.  Special meetings of the Board of Directors may be called by the President, by the Executive Committee, or by four or more Directors to be held at such a time, day, and place as shall be designated in the notice of the meeting.

Section 11.  Emergency Meetings.  Emergency meetings of the Board of Directors may be called by the President or another officer to be held at such a time, day, and place as shall be designated in the notice of the meeting.

Section 12.  Notice of Meetings.  Notice of the time, day, and place of any meeting of the Board of Directors shall be given in advance of the meeting and in the manner set forth in Section 1 of Article X.  Notice any regular meeting of the Board of Directors shall be given at least fifteen (15) days in advance of the meeting.  Notice of any special meeting of the Board of Directors shall be given at least five (5) days in advance of the meeting, and the purpose for which a special meeting is called shall be stated in the notice.  Notice of any emergency meeting of the Board of Directors shall be given at least twenty-four (24) hours in advance of the meeting.  Any director may waive notice of any meeting by a written statement executed either before or after the meeting.  Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.

Section 13.  Quorum.  A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 14.  Manner of Acting.  Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  Each director shall have one vote.  Voting by proxy shall not be permitted.

Section 15. Unanimous Written Consent In Lieu of a Meeting.  The Board of Directors may take action without a meeting if written consent to the action is signed by all of the directors in office and eligible to vote.  Any actions taken without a meeting shall be recorded in writing setting forth the action so taken, and the writing or writings shall be filed with the minutes of the proceedings.  Such consent shall have the same force and effect as a unanimous vote of the Board.

Section 16.  Telephone Meeting.  Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to understand and communicate with each other.  Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.

Section 17.  Orientation of New Directors.  All new members of the Board of Directors shall participate in an orientation program familiarizing them with the goals and objectives of the Corporation and with their responsibilities.

Section 18.  Conflict of Interest.  “Conflict of interest,” as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.

A.    In the event that any director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict.  If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate nonconfidential information which might inform its decisions.

B.    No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation.  Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter.  The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.

C.    The Board of Directors shall develop, adopt, and periodically update a written Conflict of Interest Policy for agreement and distribution among all Directors.  That policy shall include the contents defined herein and shall outline procedures for the disclosure of any real or perceived conflict.

Section 19.  Compensation.  No Officer or Director is to be compensated for his or her services as a Director or Officer.  Upon prior approval of the Board of Directors a Director, Officer, Staff person or volunteers may be reimbursed in whole or in part for expenses incurred in the execution of his or her role, including, but not limited to travel expenses to attend workshops, conferences or other educational training programs related to the purpose of the organization, as a representative of the organization, and purchase of material essential to the implementation of activities approved in advance by the Board of Directors.  The individual must present to the Treasurer expense statements and bills for reimbursement.

Nothing herein contained should be construed to preclude any Director or Member from serving the organization in any other capacity and receiving compensation thereof, provided that it does not represent a conflict of interest or conflict with the laws governing nonprofit corporations in the state of New Mexico and by the Internal Revenue Service.

ARTICLE VI
Officers

Section 1. Officers. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary.  One person may hold more than one office, other than the office of President.

Section 2. Eligibility for Election.  Any voting member of the Board of Directors is eligible to be nominated to an office.

Section 3. Election of Officers. Officers shall be elected at the first meeting of the Board of Directors immediately following election of the Board of Directors by a majority of Directors eligible to vote.  The person then serving as President shall automatically become Immediate Past President upon election of a new President.

Section 4. Powers of Officers.  Except as hereinafter provided, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as those that from time to time may be conferred by the membership or the Board of Directors.

A. President. The President shall give active direction and have control of the business and affairs of the Corporation.  He or she shall preside at all business meetings, but may at his or her discretion or at the suggestion of the Directors arrange for another officer to preside at other meetings. He or she may sign contracts or other instruments, which the Board of Directors has authorized to be executed, and shall perform such duties as are usually incumbent upon that officer and such duties as may be directed by resolution of the Board of Directors.

B. Vice President. The Vice President shall monitor the work of the Committees and help to facilitate communication between Committees and the Board of Directors.  He or she shall have such duties and responsibilities as the President or Board of Directors may from time to time prescribe.

C. Secretary. The Secretary shall record and maintain in good order Minutes of all meetings and all records and correspondence of the Corporation; see that all notices are duly given in accordance with the provision of these Bylaws; ensure that staff members keep corporate records; and in general perform all duties incident to the office of Secretary and other duties as may be assigned by the Board of Directors.

D. Treasurer. The treasurer shall be bondable and bonded.  The Treasurer shall be responsible for and oversee all financial administration of the Corporation and shall maintain in good order all financial records of the Corporation.  The Treasurer shall ensure staff members and other personnel properly receive and give receipts for moneys due and payable to the Corporation and deposit all such moneys in the name of the Corporation in appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the Board of Directors.

E. Immediate Past President. The Corporation may establish the office of Immediate Past President.  If so created, the Immediate Past President shall serve as an ex officio member of the Board of Directors and shall act in an advisory capacity to the President and Board of Directors.  Unless service as Immediate Past President coincides with his or her unexpired term as a Director, the Immediate Past President shall be entitled to a vote during his or her term as immediate Past President.

F. Temporary Officers. In case of the absence or disability of any officer of the Corporation and of any person authorized to act in his or her place during such periods of absence or disability, the President may from time to time delegate the powers and duties of such officer to any other officer or any other member.

Section 5.  Term of Office.  The officers of the Corporation shall be installed at the meeting at which they are elected and shall hold office for two years until the next election or until their respective successors shall have been duly elected.  No officer may serve more than three (3) consecutive terms.

Section 6.  Resignation.  Any officer may resign at any time by giving written notice to the President.  Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.

Section 7.  Removal.  Any officer may be removed from such office, with or without cause, at any meeting of the Board of Directors by a two-thirds vote of the Directors eligible to vote.

Section 8.  Vacancies.  A vacancy in any office shall be filled by the Board of Directors for the unexpired term.

ARTICLE VII
COMMITTEES

Section 1.  Committees of Directors.  The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees shall have and exercise the authority of the Board of Directors in the governance of the Corporation.  However, no committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee or any director or officer of the Corporation; amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him by law.

Section 2.  Executive Committee.  Between meetings of the Board of Directors, the day-to-day affairs of the Corporation may be conducted by an Executive Committee, the membership of which shall consist of the Officers of the Corporation.

Section 3.  Other Committees and Task Forces.  The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate.  Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.  Members may consist of Directors and other individuals who are relevant to the execution of the committee or task force’s powers and duties.

Section 4.  Term of Office.  Each member of a committee shall serve for one year until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner dissolved.  Members of committees may serve consecutive terms.

Section 5.  Vacancies.     Vacancies in the membership of committees may be filled by the President.  Where possible, the President should consult with the committee or task force chairperson in selecting or appointing members.

Section 6.  Resignation.  Any committee member may resign at any time by giving written notice to the chairperson of the committee or the executive director.   Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the chairperson of the committee or the executive director.

Section 7.  Removal.  Any committee member may be removed from such office, with or without cause, any regular or special meeting of the Board of Directors called expressly for that purpose by a two-thirds vote of the Directors eligible to vote.  Any committee member who is absent from three consecutive committee meetings or twenty-five percent of meetings of the committee in any twelve-month period may be removed as a committee member of the Board of Directors.

Section 8.  Chairperson.  Each committee and task force shall have a chairperson who is either appointed by the President or Executive Committee or is elected by the committee or task force and approved by a majority of the Directors eligible to vote.

Section 9.  Rules.  Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.

ARTICLE VIII
Executive Director

The Board of Directors may hire an Executive Director of the Corporation to manage the daily operations of the Corporation. The Executive Director shall be the primary staff person responsible for coordinating the implementation of the Corporation’s policies and projects and such other duties as the Board of Directors may require.

A.     The Executive Director of the Corporation shall be a non-voting member of the Board of Directors and, where practical, shall attend each meeting of the Board of Directors.  From time to time, the voting members of the Board of Directors may enter into Executive Session without the Executive Director present.

B.    Title.  The Board of Directors may bestow a title different than “executive director” upon its primary staff.

C.    Compensation.  The Executive Director shall receive for his or her services such compensation as may be determined by the Board of Directors.

D.    Review.  The Board of Directors shall conduct, at minimum, an annual review of the executive director’s performance and compensation and shall present the findings of that review to the Executive Director.

ARTICLE IX.
Finances

Section 1. The fiscal year of the Organization shall begin on the first day of July and end on the last day of June in each year.

Section 2. Except as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all checks, drafts and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Corporation by any two (2) of the following people:  the Board President, Vice President, Secretary, or Treasurer.

Section 3. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation.

Section 5. At least 30 days prior to the end of the Corporation’s fiscal year, the Board of Directors shall approve an operating budget for the following fiscal year. The budget shall describe sources of income and categories of expense necessary to the Corporation’s operation for the next fiscal year.  The approved budget may be reviewed and revised periodically as deemed necessary by the Board.

Section 6.  The board of directors may, at its discretion, request an annual review of the Organization’s books and financial management procedures to be conducted by a Certified Public Accountant or other such qualified professional.  The results of that review shall be distributed to the directors and the executive director and shall be made available to any member upon request.

Section 7. Not later than six weeks after the close of each fiscal year, the Corporation shall prepare:

A.    A balance sheet showing in reasonable detail the financial condition of the Corporation at the close of the fiscal year;

B.    A statement of the source and application of funds showing the results of the operation of the Corporation during the fiscal year.

ARTICLE X
Miscellaneous

Section 1.  Notice.  Whenever under the provisions of these Bylaws notice is required to be given to a director, officer, committee member, or member such notice shall be given in writing by first‑class mail or overnight delivery service with postage prepaid to such person at his or her address as it appears on the records of the Corporation.  Such notice shall be deemed to have been given when deposited in the mail or the delivery service.  Notice may also be given by facsimile, electronic mail, or hand delivery.  Notice by hand delivery will be deemed given when received. Notice by facsimile or electronic mail will be deemed to be given when sent by the Corporation to the facsimile number or electronic mail as is appears on the records of the Corporation.

Section 2. Parliamentary Authority.  Roberts Rules of Order Newly Revised may govern the parliamentary procedures of the Corporation when not in conflict with these Bylaws. The order of business may be altered or suspended at any meeting by a majority vote of the active members present.

ARTICLE XI
INDEMNIFICATION

Unless otherwise prohibited by law, the Corporation may indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee.  However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee.  The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee.  However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.

The Board of Directors shall also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.

ARTICLE XII
Amendments

The Board of Directors shall have the power to alter, amend or repeal the Bylaws or adopt new Bylaws by a two‑thirds vote of the Directors eligible to vote, provided that no such action shall be taken if it would in any way adversely affect the Corporation’s qualifications under Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law.

Adopted on 5/10/2010 by affirmative vote of the Board of Directors

Linda DeMarino
President of the Corporation

Jake Foerstner
Vice President of the Corporation