General Provisions - Bylaws 33


Powers reserved for members.

Except as otherwise provided herein, only the members, acting through a member meeting, can adopt, amend or repeal the articles of incorporation, the bylaws, and faith and practice; or restructure the organization.

Updating records.

Whenever an amendment or a new bylaw is adopted, it will be copied in the minutes with the original bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred will be stated in that place.

Directors and officers insurance.

This corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise; however, the corporation may not purchase or maintain such insurance to indemnify any director, officer, or agent of the corporation in connection with any proceeding charging improper personal benefit to the director, officer, or agent in which the director, officer, or agent was adjudged liable on the basis that personal benefit was improperly received by the director, officer, or agent.


A determination that any provision of these bylaws is for any reason inapplicable, invalid, illegal, or otherwise ineffective will not affect or invalidate any other provision of these bylaws.

Interpretation of these bylaws.

The Clerk’s interpretations of the bylaws is final unless overruled by Yearly Meeting action. The Clerk is encouraged to use best practices in interpreting the bylaws. The Clerk may delegate the question of interpretation to a committee, or diligently consult any resources that may aid in interpretation, including dedicating time during business for comment by members, and consulting the minutes of the meeting when the provision in the bylaws was approved.

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