Contents
ARTICLE I — General
Section 1. Name
Section 2. Purpose
Section 3. Office
Section 3. Seal
Section 4. Fiscal Year
ARTICLE II — Members and Dues
Section 1. Members
Section 2. Dues
ARTICLE III — Directors
Section 1. Qualifications
Section 2. Number, Election and
Term
Section 3. Failure to Object
Section 4. Compensation
of Directors
Section 5. Vacancies
Section 6. Regular Meetings
Section 7. Special Meetings
Section 8. Notice of Meetings
Section 9. Informal Action by
the Directors
Section 10. Telephonic Meetings
Section 11. Committees
Section 12. Quorum
Section 13. Officers
Section 14. Executive and Appointed
Committees
Section 15. Contracts
Section 16. Limitation of Personal
Liability of Directors
ARTICLE IV — Execution of Documents
Section 1. Checks, Notes, Etc.
Section 2. Other Documents
ARTICLE V — Indemnification of Directors,
Officers and Employees
Section 1. Judgments, Fines,
Settlements and Expenses
Section 2. Expenses
Section 3. Nonexclusivity
of Article VI
ARTICLE I — GENERAL
- NAME: This organization is
officially named the Western Pennsylvania Mushroom
Club and can also be called WPMC or
the W PA Mushroom Club or the Western PA
Mushroom Club.
- PURPOSE: This Club is
a nonprofit organization whose main objectives are:
- To (collectively) provide a Club for the sharing
of ideas, experiences, knowledge and common interests
regarding fungi.
- To furnish mycological information and educational
materials to those who wish to increase their knowledge
about mushrooms.
- To promote interest in mycology and mycophagy.
- OFFICE: The principal office
of the Corporation shall be at such place or places as
the Board of Directors may determine from time to time.
The address of the initial principal office of the Corporation
shall be 202 Wadsworth Drive, Glenshaw, Pa 15116, Attn:
Richard S. Dougall, President.
- SEAL: The Corporation shall
have a seal which shall be circular in form and which
shall contain an outer circle in the upper part of which
shall appear the words "Western PA Mushroom Club"
and in the lower part of which shall appear the word "Pennsylvania,"
within which outer circle there shall be an inner circle
in which there shall appear the words "Nonprofit
Corporation" and below those words the date "2003".
- FISCAL YEAR: The fiscal year
of the Corporation shall, unless otherwise determined
by resolution of the Board of Directors, end on December
31 of each year. The Board of Directors may, by resolution
from time to time, change the fiscal year of the Corporation.
ARTICLE II — MEMBERS AND DUES
- MEMBERS: There shall be
one class of membership as follows:
- Active: Active: Active membership entitles full
Club privileges and voting rights, providing dues
have been paid. Active members, except for minors,
are eligible to hold office or be appointed as a Committee
Chair. Minors are eligible to serve on Committees.
To vote an active member must be at least 18 years
of age.
- DUES:
- Membership dues shall be assessed as follows:
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Family
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$20.00 per annum
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Life
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$350.00 nonrefundable
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Individual
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$15.00 per annum
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Sustaining
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$100.00 per annum
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Student
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$10.00 per annum
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Corporate
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$200.00 per annum
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Note: Family membership includes members
of the family residing in the same household.
Note: Students must be full time.
- Dues become due and payable on 1 January of each year.
Unless modified by the Directors, Members joining in
or after September November of any year shall pay only
1 - year's dues, which will be effective through December
of the following year.
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The Board of Directors may change the yearly dues,
which shall be approved by the majority vote of the
membership present at an established meeting.
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Dues become delinquent on January 1. Any member
who is delinquent in their payment of dues after May
15 shall automatically have their membership status
revoked.
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The Club shall encourage voluntary contributions
of funds for the Club's general or specific purposes.
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A Charter Member is any member who joins the Club
in the year 2000.
ARTICLE III — DIRECTORS
- QUALIFICATIONS
All powers vested in the Corporation by the Pennsylvania
Nonprofit Corporation Law of 1988, as amended (the "NPCL"),
shall be exercised by, or under the authority of, and
(b) the business and affairs of the Corporation shall
be managed by, or under the direction of, the Board of
Directors of the Corporation. All members of the Board
of Directors of the Corporation must be natural persons
twenty-one (21) years of age or older.
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NUMBER, ELECTION, AND TERM
The Directors shall be elected at the October meeting
by a majority vote of the members present at the meeting
and shall serve until the next second meeting of the
Board of Directors of the Corporation following their
appointment (or re-appointment). The Board of Directors
shall have not less than five (5) Directors consisting
of the officers listed below. The number of members
of the Board of Directors of the Corporation may be
increased or decreased from time to time by the vote
of a majority of the members present at a regularly
scheduled monthly meeting. Directors shall serve until
their successors shall have been duly appointed or elected
and qualified, or until their earlier death, resignation
or removal from office. In the event that the term of
any Director of the Corporation shall expire without
his being appointed or elected for another term and
no successor to such Director shall have become appointed
or elected and qualified, such Director shall continue
to hold office until his successor shall be appointed
or elected and qualified.
The Board of Directors of the Corporation shall have
the power, as Directors of the Corporation, to remove
any Director of the Corporation from office for cause,
provided that notice of a special meeting is provided
under Section 8 of this Article III.
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FAILURE TO OBJECT
A Director of the Corporation who is present at a meeting
of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to
the action taken unless such Director's dissent shall
be entered in the minutes of the meeting or unless such
Director shall file a written dissent to such action
with the person acting as the Secretary of the meeting
before the adjournment of the meeting. Such right to
dissent shall not apply to a Director who has voted
in favor of such action.
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COMPENSATION OF DIRECTORS
Directors, as such, shall not receive any salary for
their services, but by resolution of the Board of Directors,
expenses of attendance, if any, may be allowed for attendance
at each regular or special meeting of the Board of Directors;
provided, that nothing herein shall be construed to
preclude any Director from serving the Corporation in
any other capacity and receiving compensation therefor.
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VACANCIES
Whenever any vacancy occurs during the term of any Director
or Directors of the Corporation, whether caused by the
resignation, removal by order of court, or the death
of any such Director or Directors, or for any reason
of any increase in the number of Directors, or for any
other reason whatsoever, the Secretary of the Corporation
shall forthwith give written notice of such vacancy
or vacancies to the Board of Directors of the Corporation
in order that such vacancy or vacancies may be filled
by the majority vote of the remaining members of the
Board of Directors of the Corporation by the vote of
a majority of the then current members of the Board
of Directors present at a duly qualified meeting of
the Directors of the Corporation at which at a quorum
is present.
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REGULAR MEETINGS
The Board of Directors may hold its regular meetings
at such places, and at such times, as the Board of Directors
shall from time to time determine. However, all meetings
of the Board of Directors shall be held at the principal
office of the Corporation unless otherwise provided
in notice of the meeting or in waivers of notice thereof
duly executed by all of the Directors. No notice need
be given of any annual or other regular meeting of the
Board of Directors unless (a) such meeting is to be
held at some place other than the principal office of
the Corporation, in which case notice of such meeting
shall be given in the same manner as that set forth
in Section 8 for special meetings, or (b) some action
is to be taken at such meeting which by law may be taken
by the Directors only in their capacity as the members
of the Corporation, in which case notice of such meeting
shall be given in the same manner as that set forth
in Section 8 for special meetings, except that the notice
shall be given at least ten (10) days before the day
of the meeting.
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SPECIAL MEETINGS
The Board of Directors shall hold such special meetings
as shall be called by the President or Vice President
of the Corporation, or by a majority of the members
of the Board of Directors of the Corporation. Each such
meeting shall be held at such time and place as shall
be designated in the notice of the meeting.
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NOTICE OF MEETINGS
Any action to be taken by the Board of Directors of
the Corporation only in their capacity as the members
of the Corporation may be taken by the Board of Directors
at any regular or special meeting thereof, and no designation
of any such meeting as a meeting of the members of the
Corporation shall be necessary in any notice, waiver
of notice, or minutes thereof or otherwise.
A waiver of notice, in writing, signed by the person
or persons entitled to such notice, whether before or
after the date stated therein, shall be deemed equivalent
to the giving of such notice, and except in the case
of a special meeting, neither the business to be transacted
nor the purpose of the meeting need be specified in
the notice of such meeting. Written notice of all special
meetings of the Board of Directors shall be given by,
or at the direction of, the person or persons calling
the meeting at least three (3) days prior to the day
named for the meeting; provided, however, that in case
some action is to be taken at a special meeting which
by law may be taken by the Directors only in their capacity
as the members of the Corporation, notice of such meeting
shall be given at least ten (10) days before such special
meeting. Attendance at any meeting of the Board of Directors,
including any meeting at which the Directors are to
act in their capacity as the members of the Corporation,
shall be a waiver of notice thereof.
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INFORMAL ACTION BY THE DIRECTORS
Any action which may be taken at a meeting of the Directors
may be taken without a meeting, if a consent or consents
in writing, setting forth the action so taken, is signed
by all of the Directors who would be entitled to vote
at a meeting for such purpose and such consent is filed
with the Secretary of the Corporation.
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TELEPHONIC MEETINGS
Directors may participate in a meeting of the Board
of Directors by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other. Participation
in a meeting pursuant to this Section 10 shall constitute
presence in person at the meeting.
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COMMITTEES
The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one
or more committees of officers, Directors and/or other
interested persons to act in an advisory capacity to
the whole Board. Such committee or committees shall
have such name or names as may be determined from time
to time by resolution adopted by the Board of Directors.
The committees shall keep regular minutes of their proceedings
and report the same to the Board when required. Any
committee shall have and may exercise all of the powers
and authority delegated to it by the Board of Directors,
except that a committee shall not have any power or
authority as to the following:
- The submission of any action requiring the approval
of Directors under these By-laws.
- The creation or filling of vacancies on the Board
of Directors.
- The adoption, amendment or repeal of these By-laws.
- The amendment or repeal of any resolution of the
Board of Directors.
- Action on matters committed by these By-laws or
resolution of the Board of Directors to the Board
of Directors or another committee appointed by the
Board of Directors.
The Board of Directors may designate one or more persons
as alternate members of any committee who may replace
any absent or disqualified member at any meeting of the
committee or for the purposes of any written action by
the committee. In the absence or disqualification of a
member and alternate member or members of a committee,
the member or members thereof present at any meeting and
not disqualified from voting, whether or not he, she,
or they constitute a quorum, may unanimously appoint another
Director to act at the meeting in the place of the absent
or disqualified member. Each committee shall serve at
the pleasure of the Board of Directors.
The term "Board of Directors" or "Board,"
when used in any provision of these By-laws relating to
the organization or procedures of or the manner of taking
action by the Board of Directors, shall be construed to
include and refer to any executive or other committee
appointed by the Board of Directors. Any provision of
these By-laws relating or referring to action to be taken
by the Board of Directors or the procedure required therefor
shall be satisfied by the taking of corresponding action
by a committee appointed by the Board of Directors to
the extent authority to take the action has been delegated
to the committee pursuant to these By-laws.
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QUORUM
Twenty-five percent (25%) of the whole number of those
who are at the time the Directors of the Corporation
shall be necessary to constitute a quorum for the transaction
of business and the acts of a majority of the Directors
present at a meeting at which a quorum is present shall,
unless otherwise specifically provided by law or by
the Articles of Incorporation, be the acts of the Board
of Directors.
- OFFICERS
- The officers of this Club shall consist of
the following:
President, Vice President, Treasurer, Secretary,
and Corresponding Secretary
All officers and committee chairman must be members
in good standing.
- Elections: Officers will be elected at the
October meeting and will serve for a period of one
year commencing 1 January. No officer can serve more
than three consecutive years in the same position
except for the Treasurer.
- Duties of Officers:
- President: President. The President
shall also serve as the Chairman of the Board
of Directors and is responsible, with the approval
of the Executive Committee, for the welfare and
progress of the Club. The President shall:
- conduct meetings and appoint Committee Chairs
to carry out the plans of the Club;
- host periodic meeting of the Executive Committee
to formulate Club plans;
- establish agendas for business meetings and develop
policy recommendations for consideration and approval
by the membership;
- shall inform the Editor of the Club's Newsletter
and the Electronic Communications Chair of monthly
meetings, special meetings, forays, etc., as well
as any special instructions in ample time for publication;
- have the authority to fill by appointment any
Officer vacancies occurring during his/her term
of office to be effective until the end of his/her
term of office; and
- propose a budget for approval of the Executive
Committee within three (3) months of being elected.
- Vice President: Shall be the primary assistant
to the President and act in his/her behalf during
any absence of that officer. The Vice-President shall
fill in for any other absent officer not present at
a meeting. In the event that the office of the President
becomes vacant, the Vice President will assume the
office of President and all the functions and responsibilities
of that office. He/she shall also appoint a Vice President
to serve for the remainder of the fiscal year.
- Treasurer: The Treasurer shall be responsible
for the following:
- Maintaining the official records of membership
to include addresses, telephone numbers, email
addresses, dues records, and other relevant information
of each current member. This list shall be furnished
to the President, the Executive Committee and
the Newsletter Editor whenever directed.
- Keeping an accurate record of all income and
expenditures. The Treasurer shall, upon request,
give a report to the members at membership meetings
of the current income and expenditures.
- Giving a financial report at each regular meeting.
A financial statement shall be prepared at the
end of each fiscal year to include income, expenditures
and balance on hand with supporting documents
available for audit.
- Making arrangements for a Club representative
to have applicable release forms available and
signed at all field trips, forays, walks, excursions
or meetings sponsored by the club.
The Treasurer shall not make any payments unless
in written form or voucher. Two signatures are required
on all checks. The President, Vice President and
Treasurer may also sign checks.
- Secretary: Shall keep minutes for each meeting
to include motions and dispositions thereof. These
minutes shall be subject to approval by the membership
and made available to any Club officer on request.
- Corresponding Secretary: Shall correspond
with inquiries about the Club and communicate with
other clubs of interest. Shall assist the President
in other communications as needed.
- Officers, as such, shall not receive any salary for
their services. All officers shall be entitled to prompt
reimbursement for all expenses reasonably incurred by
them in the performance of their duties hereunder.
- At the end of the term of the President, $500 should
be set aside to assist the new President in getting
his/her programs started. Any additional money left
over at the end of the President's term should be put
in club reserves. No principle from those reserves should
ever be used. In case of emergency, only the interest
generated in the current year can be used to assist
with emergency. (If new memberships for the following
year meet or exceed $500, that money will fulfill the
requirements of this provision.)
- EXECUTIVE AND APPOINTED COMMITTEES
- Standing Committee: There shall be one standing
committee of this Club to be known as the Executive
Committee. It shall consist of all the Club Officers
and the chairs of appointed committees. The last three
(3) past Presidents of the Club shall also be members
of the Executive Committee. Its purpose is to assist
the President in the formulation of plans, policies,
recommendations and meeting agendas for consideration
by the membership. Other members may be requested
to attend as desired by the President. The Committee
will meet at the call of the President who will be
the presiding officer or upon the request of three
members of the Executive Committee. Any member of
the Executive Committee shall have only one vote.
- Appointed Committees: Appointed Committee
Chairs shall be appointed by the President to serve
at the pleasure of the President with the approval
of the Executive Committee, to assist the Club in
meeting its objectives. Committee Chairs, generally,
will select members of their committees with the approval
of the President. These committees shall be:
- Webmaster: The Webmaster shall maintain
an internet webpage for the Club.
- Foray/Walk Committee: Shall organize
or call to be held and coordinate walks and forays
for the Club and support volunteer field trip
leaders. The Foray/Walk Committee shall also establish
club mycologists, club identifiers, and walk leaders
to facilitate the activity of the Committee.
- Fall Foray Committee: Shall be responsible
for the arrangements of the annual Fall Foray.
- Hospitality Committee: Hospitality Committee:
Shall be responsible for planning and conducting
social functions the Club may decide to hold.
A Hospitality Chair shall plan for refreshments
at Club's meetings by requesting members to contribute
coffee, cake, etc. The Hospitality Committee shall
also greet people at meetings and welcome new
and potential members.
- Membership Committee: Membership Committee:
Shall respond to inquiries about WPMC, send information
packets to such inquirers. The Membership Committee
should promote the Club and from time to time,
speak in front of groups in an attempt to gain
new members. They should also search Internet
mushroom chat groups and other means as developed
to look for potential members.
- Newsletter Committee: Shall develop plans
and contribute educational articles for the Club's
Newsletter. The editor of the newsletter who
shall see to the publication of the Club's newsletter
shall Chair the Committee.
- Photography Committee: Shall maintain
a library of photographs contributed by the members
and may also hold classes or special events relating
to mushroom photography. The Committee shall
conduct a yearly Photography Contest.
- Program Committee: Shall coordinate
speaking engagements and participation by the
Club in exhibits, fairs, and similar functions.
Shall sponsor educational classes and coordinate
activities organized by specialty committees such
as cultivation, mycophagy, photography, taxonomy,
toxicology, and other subjects as appropriate.
They shall also get speakers for the Club's meetings.
- Publicity Committee: Shall be responsible
for the publicity program of the Club to insure
newspaper and radio coverage of significant club
activities. Copies of newspaper clippings, etc.,
will be given to the Secretary for Club records.
- Mycological Recording Committee: Shall
be responsible for recording a list of all mushrooms
found at Club walks and forays for the benefit
of the members of the Club.
- Mushroom Display Committee: Shall have
responsibility to display the mushrooms at the
monthly and other Club meetings.
- Historical Committee: Shall maintain
copies of newsletters, photographs and other memorabilia
for the Club's historical record.
- Cultivation Committee: Shall organize,
plan, and develop activities related to mushroom
cultivation by club members.
- Workshop Committee: Shall organize,
plan, and develop activities related to the use
of mushrooms in the area of arts and crafts.
- Educational Committee: Shall organize,
plan, and develop activities designed to increase
the general knowledge of mushrooms and particularly
mushroom identification abilities of club members
and the general public.
Special Committee Chairmen shall not be voting members
of the Executive Committee except that they can cast
a vote on issues relating to their committee. Special
Committees shall normally be but not limited to:
- Nominating Committee: The President shall
appoint a nominating committee consisting of no
less than three members. The President shall appoint
one new member each year, retiring the senior member.
This committee shall be appointed prior to (by)
the September meeting of each year to develop a
list of nominees for each office. Each member so
nominated should be contacted and shall affirm willingness
to serve in the office for which nominated. The
committee shall announce the list of nominees at
the October meeting. This action does not preclude
additional nominations from the floor.
- Audit Committee: Shall consist of no less
than three members for the purpose of auditing the
annual financial statement of the Club. This audit
will be completed at the end of the fiscal year
and submitted to the President at the first Club
meeting of the new year.
- Other Special Committees can be appointed
by the President with the approval of the Executive
Committee.
- CONTRACTS
In the absence of fraud, no contract or other transaction
between the Corporation and any other corporation shall
be affected by the fact that Directors of the Corporation
are directors, employees or agents of such other corporations,
if such contract or transaction shall be approved or ratified
by the affirmative vote of a majority of the Directors
present at a meeting of the Board of Directors or of the
committee of the Corporation having authority in the premises,
who are not so interested. Any Director individually,
or any firm of which any Director is a partner or shareholder,
may be a party to or may be interested in any contract
or transaction of the Corporation; provided, that such
contract or transaction shall be approved or ratified
by the affirmative vote of at least a majority of the
Directors present at a meeting of the Board of Directors
or of the committee of the Corporation having authority
in the premises, who are not so interested. No Director
shall be liable to account to the Corporation for any
profit realized by such Director from or through any such
transaction or contract of the Corporation, ratified or
approved as aforesaid, by reason of such Director's interest
in such transaction or contract. Directors so interested
may be counted when present at meetings of the Board of
Directors or of such committee for the purpose of determining
the existence of the quorum.
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LIMITATION OF PERSONAL LIABILITY
OF CLUB REPRESENTATIVES
To the fullest extent that the laws of the Commonwealth
of Pennsylvania, as in effect on the date of the adoption
of this Section 16 or as such laws are thereafter amended,
permit elimination or limitation of the liability of
Directors, no Director of the Corporation shall be personally
liable as such for monetary damages for any action taken,
or any failure to take any action, as a Director. Any
amendment or repeal of this Section 16 or adoption of
any other provision of these By-laws or the Corporation's
Articles of Incorporation which has the effect of increasing
Director liability shall operate prospectively only
and shall not have any effect with respect to any action
taken, or failure to act, prior to the adoption of such
amendment, repeal or other provision.
In performing his duties, a Director may rely in good
faith upon information, opinions, reports or statements,
including financial statements and other financial data,
prepared or presented by (i) one or more officers or
employees of the Corporation whom the Director reasonably
believes to be reliable and competent in the matters
presented, or (ii) counsel, public accountants or other
persons as to matters which the Director reasonably
believes to be within the professional or expert competence
of such person, or (iii) a committee of the Board of
Directors upon which the Director does not serve, duly
designated in accordance with law, as to matters within
its designated authority, which committee the Director
reasonably believes to merit confidence. A Director
shall not be considered to be acting in good faith,
however, if such Director has knowledge concerning a
matter which would cause his reliance on any of the
foregoing to be unwarranted.
In discharging the duties of their respective positions,
the Board of Directors, committees of the Board of Directors
and individual Directors may, in considering the best
interests of the Corporation, consider the effects of
any action upon employees, upon suppliers of the Corporation
and upon communities in which offices or other establishments
of the Corporation are located, and all other pertinent
factors. The consideration of those factors shall not
constitute a violation of such person's fiduciary standard
of care. In addition, absent breach of fiduciary duty,
lack of good faith or self-dealing, actions taken by
a Director or any failure to take any action shall be
presumed to be in the best interests of the Corporation.
Also, to the extent permitted under the laws of the
Commonwealth of Pennsylvania, the limitation of liability
provisions of this Section shall also apply to Club
mycologists, walk leaders and identifiers and Club cooks.
This Section 16 shall not apply to a Representative's
responsibility or liability under any criminal statute
or a Representative's liability for payment of taxes
under any local, state or federal law.
ARTICLE IV — EXECUTION OF DOCUMENTS
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CHECKS, NOTES, ETC.
The Board of Directors shall from time to time designate
the officers or agents of the Corporation who shall
have power, in its name, to sign and endorse checks
and other negotiable instruments and to borrow money
for the Corporation, and in its name, to make notes
or other evidences of indebtedness.
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OTHER DOCUMENTS
Unless otherwise authorized by the Board of Directors,
all contracts, leases, deeds, deeds of trust, mortgages,
and all other documents requiring the seal of the Corporation
shall be executed for and on behalf of the Corporation
by the President, or a Vice President, and the corporate
seal shall be affixed by such person or at his direction,
all of which shall be attested by the Secretary.
ARTICLE V — INDEMNIFICATION OF DIRECTORS,
OFFICERS, AND EMPLOYEES
- JUDGEMENTS, FINES, SETTLEMENTS,
AND EXPENSES
The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
by reason of the fact that such person is or was a Director,
officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a Director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding
if the act or failure to act giving rise to the claim
for indemnification is not determined by a court to have
constituted willful misconduct or recklessness.
- EXPENSES
To the extent that a Director, officer, employee or agent
of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in Section 1 of this Article VI or in defense
of any claim, issue or matter therein, such person shall
also be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person
in connection therewith.
- NONEXCLUSIVITY OF ARTICLE
V
The indemnification provided by this Article V shall
not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled and shall continue
as to a person who has ceased to be a Director, officer,
employee or agent of the Corporation and shall inure to
the benefit of the heirs, executors and administrators
of such a person.
ARTICLE VI — ANNUAL REPORT OF DIRECTORS
At each annual meeting of the Board of Directors, an Annual
Report verified by the President and the Treasurer of the
Corporation shall be submitted to the Board of Directors,
and shall be filed with the minutes of such annual meeting
of the Board of Directors. The Annual Report shall show
in appropriate detail the following:
- The assets and liabilities, including the trust funds,
of the Corporation as of the end of the fiscal year immediately
preceding the date of the Report.
- The principal changes in assets and liabilities, including
trust funds, during the year immediately preceding the
date of the Report.
- The revenue or receipts of the Corporation for the
year immediately preceding the date of the Report, including
separate data with respect to each trust fund held by
or for the Corporation.
- The expenses or disbursements of the Corporation, for
both general and restricted (if any) purposes during the
year immediately preceding the date of the Report, including
separate data with respect to each trust fund held by
or for the Corporation.
ARTICLE VII — AMENDMENTS TO BY-LAWS
The Directors may adopt, amend or repeal these By-laws
by a vote of a majority of all votes cast on the adoption,
amendment or repeal at any regular or special meeting duly
convened for that purpose. Any meeting of Directors for
the purpose of changing or repealing these By-laws shall
be preceded by the giving of written notice to each Director
stating that the purpose or one of the purposes of the meeting
is to consider the change or repeal of these By-laws, and
such notice shall contain or include a copy of the proposed
change or repeal or a summary of the changes to be effected
thereby. Any change in these By-laws shall take effect when
adopted unless otherwise provided in the resolution effecting
the change.
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