BYLAWS
OF
South Carolina Administrative and Regulatory Law
Association
a South Carolina
nonprofit public benefit corporation
July ____, 2002
ARTICLE I
PURPOSE, OFFICES AND REGISTERED AGENT
Section 1.01. Purpose. The purpose
of the Corporation shall be to foster the development of
administrative law and improve the administrative justice system in
this state by providing education initiatives for professionals and
laymen, including administrative law judges, commissioners, hearing
officers, attorneys, certified public accountants, accountants, public
officials and others, in administrative law and procedures. Through
its education conferences and other educational programs, SCARLA will
provide a forum for the exchange of ideas and opinions on
administrative law issues and promote uniformity in administrative
procedures throughout South Carolina, and will do all things necessary
or convenient, and not inconsistent with law, to further these goals.
The Corporation shall not carry on any activity not permitted to be
carried on by an organization exempt from federal income tax under
Section 501(c)(6) of the Internal Revenue Code of 1986, as amended
(the “Code”). No part of the net earnings of the Corporation shall
inure to the benefit of, or be distributed to its members (if any),
trustees, directors, officers, or other private persons, except that
the Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth above.
Section 1.02. Principal Office.
The Corporation shall maintain its Principal Office as required by the
South Carolina Nonprofit Corporation Act of 1994, as amended (the
“Act”), at 1135 Dixired Road, Leesville, South Carolina 29070 or such
other place as designated from time to time by the Board of Directors
for the principal executive offices of the Corporation (the “Principal
Office”).
Section 1.03. Registered Office.
The Corporation shall maintain a Registered Office as required by the
Act at 1135 Dixired Road, Leesville, South Carolina 29070 or such
other place in the State of South Carolina as designated by the Board
of Directors from time to time (the “Registered Office”). In the
absence of a contrary designation by the Board of Directors, the
Registered Office of the Corporation shall be located at its Principal
Office.
Section 1.04. Other Offices. The
Corporation may have such other offices within and without the State
of South Carolina as the business of the Corporation may require from
time to time. The authority to establish or close such other offices
may be delegated by the Board of Directors to one or more of the
Corporation’s Officers.
Section 1.05. Registered Agent. The
Corporation hereby designates John E. Nabors as its Registered Agent
who shall have a business office at the Corporation’s Registered
Office. The Registered Agent shall serve at the pleasure of the Board
of Directors.
Section 1.06. Filings. In the
absence of directions from the Board of Directors to the contrary, the
Secretary of the Corporation shall cause the Corporation to maintain
currently all filings in respect of the Principal Office, Registered
Office and Registered Agent with all governmental officials as
required by the Act or otherwise by law.
ARTICLE II
MEMBERS
Section 2.01. Criteria for Membership.
Membership shall be open to all persons with an interest in improving
the development of administrative law, and who pay the dues described
in Section 2.03 hereof. (33-31-601)
Section 2.02. Procedures for Becoming a
Member. Persons wishing to become members shall submit a
membership application and a check for dues. The Board of Directors
shall review each application and direct the Treasurer to accept or
reject the application. (33-31-601)
Section 2.03. Dues. The Board of
Directors shall determine the amount of dues to be paid by the members
on a yearly basis. The dues shall initially be $25.00. The annual
dues are payable in July for the fiscal year beginning July first.
Dues paid before May 31 shall be for the then current year and shall
not be pro-rated. Dues paid after May 31 shall be for the remainder
of that current year and for the entire succeeding year.
(33-31-602)
Section 2.04. Transfers. No member
may transfer a membership or any right arising therefrom.
(33-31-611)
Section 2.05. Annual Meetings. An
annual meeting of the Corporation’s members shall be held once each
calendar year for the purpose of electing Directors and for the
transaction of business. The annual meeting shall be held
immediately before or after the Corporation’s educational conference
at a time and place designated by the President or the Board of
Directors. The members present at that time shall constitute a
quorum. At least 30 days notice of the meeting shall be provided to
all members of record on the date notice is given. Pursuant to
Section 33-31-705(c)(2) of the Act as amended, notice of an annual or
regular meeting at which the members may approve the following shall
include a description of such matter: amending the Articles; amending
the Bylaws; merging the Corporation; selling the Corporation’s assets
other than in the regular course of activities; dissolving the
Corporation; approving a conflict of interest transaction between the
Corporation and a Director; or indemnifying an officer, employee or
agent. Notice of such meeting shall be in accordance with Section
2.07 hereof. (33-31-701)
Section 2.06. Special Meetings.
Special meetings of the Corporation’s members may be held as directed
by the Corporation’s president or a majority of the Directors.
(33-31-702)
Section 2.07. Notice of Meetings.
Oral or written notice of all meetings of members shall be given no
less than thirty (30) days before the meeting date by any method
permitted under the Act, to all members of record entitled to vote at
such meeting. Such notice shall state the date, time, and place of
the meeting and, if required by the Act or these Bylaws the purpose or
purposes for which such meeting was called. (Notice 33-31-705)
Section 2.08. Members of Record.
Any member who has paid his/her dues for the current year is
considered a member of record and is entitled to vote at any meeting
of members, or in connection with any other proper purpose requiring a
determination of members. For purposes of the notice requirement, any
member who has paid dues for the current year by the close of business
on the day prior to the mailing of notices is entitled to notice.
(33-31-707)
Section 2.09. Quorum. Except as may
otherwise be required by the Act or the Articles, the members present
at any meeting shall constitute a quorum. (33-31-722)
Section 2.10. Voting. Except as may
otherwise be required by the Act or the Articles, and subject to the
provisions concerning members of record contained elsewhere in these
Bylaws, a member present at a meeting of members shall be entitled to
one vote on each matter. In elections of Directors, those candidates
receiving the greater number of votes cast (although not necessarily a
majority of votes cast) at the meeting shall be elected. Any other
corporate action shall be authorized by a majority of the votes cast
at the meeting unless otherwise provided by the Act, the Articles, or
these Bylaws. (33-31-726)
Section 2.11. Action Without Meeting.
To the fullest extent permitted by the Act, members may take action
without a meeting by written consent as to such matters and in
accordance with such requirements and procedures authorized by the
Act. Unless otherwise permitted by the Act, such written consent must
be signed by at least eighty percent (80%) of the members, and
delivered to the Corporation for inclusion in the corporate records.
Written notice of member approval pursuant to this section must be
given to all members who have not signed such written consent. If
written notice is required, member approval pursuant to this section
shall be effective ten (10) days after written notice is given.
(33-31-704)
Section 2.12. Resignation of a Member.
A member may resign at any time. Failure to pay annual dues by
October 1 is deemed a
resignation of membership for the year of unpaid dues. A member may
be reinstated commensurate with nonprorated payment of the annual dues
as set in Section 2.03 hereof. (33-31-620)
Section 2.13. Corporation’s Purchase of
Memberships. The Corporation shall not purchase any of its
memberships or any right arising therefrom. (33-31-622)
Section 2.14. Conduct of Meetings.
The President shall preside at each meeting of members. In the
absence of the President, the meeting shall be chaired by the Vice
President. The Secretary or the secretary’s designee, shall act as
secretary of the meeting and keep a record of the proceedings
thereof. The Board of Directors of the Corporation shall be entitled
to make such rules or regulations for the conduct of meetings of
members as it shall deem necessary, appropriate or convenient.
ARTICLE III
DIRECTORS
Section 3.01. Authority. The Board
of Directors shall have ultimate authority over the conduct and
management of the business and affairs of the Corporation.
Section 3.02. Qualification. All
Directors shall be natural persons and Members of the Corporation.
(33-31-802)
Section 3.03. Number. The
Corporation shall have twenty-seven (27) Directors with voting rights
and six (6) ex-officio directors without voting rights. The
twenty-seven (27) directors with voting rights shall consist of a
representative and broad base of lawyers, certified public
accountants, administrative law judges, commissioners, and state and
local government officials and employees, together with laymen from
the State of South Carolina who have an interest in administrative law
in this State. The six (6) ex-officio directors without voting
rights shall be as follows: a member of the South Carolina Bar
Administrative and Regulatory Law Committee, the General Counsel for
the Governor of South Carolina, the Chairman of the South Carolina
House of Representatives Judiciary Committee, the Chairman of the
South Carolina Senate Judiciary Committee, the President of South
Carolina Association of Certified Public Accountants, and a professor
from the University of South Carolina School of Law who teaches
administrative law. The number and composition of Directors may be
changed from time to time by the Board of Directors; provided,
however, that the number of Directors shall not be less than three
(3); and provided further, that no reduction in the number of
Directors shall have the effect of shortening the term of any
incumbent Director. (33-31-803)
Section 3.04. Election and Tenure.
An election of all twenty-seven (27) Directors shall be held at
the second annual meeting of the membership in the fiscal year
2002-2003. Nine (9) directors shall be elected for a one year term,
nine (9) directors for a two (2) year term and nine (9) directors for
a three (3) year term. At each succeeding annual meeting of the
membership, nine (9) directors shall be elected for a three (3) year
term. No person may be elected to serve as a director for more than
two (2) consecutive three (3) year terms or for a total of six (6)
consecutive years. (33-31-805
& 806)
Section
3.05. Resignation of Directors. A director may resign at
any time by delivering written notice to the Board of Directors, the
President, or the Secretary. A resignation is effective when the
notice is delivered unless the notice specifies a later date. The
Board of Directors may fill the pending vacancy before the effective
date of the resignation of the Director if the action of the Board of
Directors provides that the successor will not take office until the
effective date. (33-31-807)
Section 3.06. Removal. Any Director
elected by the members may be removed from office, with or without
cause, by the members of the Corporation if the number of votes cast
to remove the Director would be sufficient to elect the Director at a
meeting to elect Directors. A Director elected by the members may be
removed by the members only at a meeting called for the purpose of
removing the director and the meeting notice states that the purpose,
or one of the purposes, of the meeting is the removal of the
Director. Any Director elected by the Board of Directors may be
removed from office without cause by a two-thirds (2/3) vote of the
Directors then in office; provided however, a Director elected by the
Board of Directors to fill the vacancy of a Director elected by the
members may be removed without cause by the members, but not the Board
of Directors. Any Director is automatically removed from office if he
misses three consecutive board meetings. However, a Director may be
excused from a meeting by the President. In such instance, the
President must announce such at the call of the board meeting and such
shall be duly noted in the minutes. The Secretary shall provide an
updated list of the Directors at each meeting. (33-31-808)
Section 3.07. Vacancies. The Board
of Directors may by majority vote of the Directors then in office,
regardless of whether such Directors constitute a quorum, elect a new
Director to fill a vacancy on the Board of Directors. (33-31-811)
Section 3.08. Annual and Regular Meetings.
The Board of Directors shall meet at least once each year at the time
of the Annual Meeting and may meet at such other times as are called
by the President or by at least three members of the Board if the
meeting is not called by the President. Special meetings may be
called by the President or by any three members of the Board of
Directors upon 2 days notice to all members of the Board. The
meetings shall be at the time and place designated by the President or
by at least three members of the Board if the meeting is not called by
the President. (33-31-820 & 822)
Section 3.09. Participation by
Telecommunications. Any Director may participate in, and be
regarded as present at any special or regular meeting of the Board of
Directors by means of conference telephone or any other means of
communication by which all persons participating in the meeting can
hear each other at the same time. Participation by telecommunications
may occur a maximum of two times per calendar year.
Section 3.10. Quorum and Voting. A
minimum of eleven (11) members of the Board of Directors present at
the meeting shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors. Each of the twenty-seven
(27) voting board directors shall have one vote each. A board member
may vote by proxy provided that such proxy has been delivered in
writing to a fellow board member and the fellow board member is
present at the meeting and presents such written proxy to the officer
presiding at the meeting. A board member who has executed a valid
proxy will be deemed present for purposes of computing a quorum
but will not be deemed present for purposes of the attendance
requirement in Section 3.06. (33-31-824)
Section 3.11. Action Without Meeting.
To the fullest extent permitted by the Act, the Board of Directors
may take action without a meeting by written consent as to such
matters and in accordance with such requirements and procedures
authorized by the Act. Unless otherwise permitted by the Act, such
written consent must be signed by all Directors and included in the
minutes filed with the corporate records reflecting the action taken.
(33-31-821)
Section 3.12. Compensation.
Directors shall serve without compensation but may be reimbursed for
actual expenses incurred upon approval of the President and
Treasurer. All such expenses are to be reported in the Treasurer’s
Report.
ARTICLE IV
OFFICERS
Section 4.01. In General. The
Officers of the Corporation shall consist of a President, a Vice
President, Secretary, and a Treasurer. The Vice President shall serve
as President-Elect. All Officers shall be appointed by the Board of
Directors to serve at the pleasure of the Board. Except as may
otherwise be provided by Act or in the Articles, any Officer may be
removed by the Board of Directors at any time, with or without cause.
Any vacancy, however occurring, in any office may be filled by the
Board of Directors for the unexpired term. One person may hold two or
more offices. Each Officer shall exercise the authority and perform
the duties as may be set forth in these Bylaws and any additional
authority and duties as the Board of Directors shall determine from
time to time. (33-31-840)
Section 4.02. President. The
President shall be the chief executive officer of the Corporation and,
subject to the authority of the Board of Directors, shall manage the
business and affairs of the Corporation. The President shall whenever
possible preside at all meetings of the members and all meetings of
the Board of Directors. The President shall see that the resolutions
of the Board of Directors and authorized committees thereof are put
into effect. Except as otherwise provided herein and as may be
specifically limited by resolution of the Board of Directors or an
authorized committee thereof, the President shall have full authority
to execute on the Corporation’s behalf any and all contracts,
agreements, notes, bonds, deeds, mortgages, certificates, instruments,
and other documents. The President shall also perform such other
duties and may exercise such other powers as are incident to the
office of president and as are from time to time assigned to him by
the Act, these Bylaws, the Board of Directors, or an authorized
committee thereof. (33-31-841)
Section 4.03. Vice President.
Except as otherwise determined by the Board of Directors, the Vice
President shall serve under the direction of the President and shall
be the President Elect. Except as otherwise provided herein, the Vice
President shall perform such duties and may exercise such powers as
are incident to the office of vice president and as are from time to
time assigned to him by the Act, these Bylaws, the Board of Directors,
an authorized committee thereof, or the President. In the absence,
incapacity, inability or refusal of the President to act, the Vice
President shall assume the authority and perform the duties of the
President. (33-31-841)
Section 4.04. Secretary. Except as
otherwise provided by these Bylaws or determined by the Board of
Directors, the Secretary shall serve under the direction of the
President. The Secretary shall whenever possible attend all meetings
of the members and the Board of Directors, and whenever the Secretary
cannot attend such meetings, such duty shall be delegated to a duly
appointed designee. The Secretary shall record or cause to be
recorded under the Secretary’s general supervision the proceedings of
all such meetings and any other actions taken by the members or the
Board of Directors (or by any committee of the Board in place of the
Board) in a book or books (or similar collection) to be kept for such
purpose. The Secretary shall upon proper request give, or cause to be
given, all notices in connection with such meetings. The Secretary
shall properly keep and file, or cause to be properly kept and filed
under the Secretary’s supervision, all books, reports, statements,
notices, waivers, tabulations, minutes, certificates, documents,
records, lists, and instruments required by the Act or these Bylaws to
be kept or filed, as the case may be. The Secretary may when
requested, and shall when required, authenticate any records of the
Corporation. Except to the extent otherwise required by the Act, the
Secretary may maintain, or cause to be maintained, such items within
or without the State of South Carolina at any reasonable place. In
the event the Board of Directors designates and engages a transfer
agent, as permitted by these Bylaws, such duties of keeping such
member records and the like accepted by such transfer agent shall be
deemed delegated from the Secretary to such transfer agent, but such
transfer agent shall be subject to supervision of the Secretary. The
Secretary shall perform such other duties and may exercise such other
powers as are incident to the office of secretary and as are from time
to time assigned to such office by the Act, these Bylaws, the Board of
Directors, an authorized committee thereof, or the President.
(33-31-841)
Section 4.05. Treasurer. Except as
otherwise provided by these Bylaws or determined by the Board of
Directors, the Treasurer shall serve under the direction of the
President. The Treasurer shall, under the direction of the President,
keep safe custody of the Corporation’s funds and securities, maintain
and give complete and accurate books, records, and statements of
account, give and receive receipts for moneys, and make deposits of
the Corporation’s funds, or cause the same to be done under the
Treasurer’s supervision. The Treasurer shall upon request report to
the Board of Directors or members on the financial condition of the
Corporation. The Treasurer shall perform such other duties and may
exercise such other powers as are incident to the office of treasurer
and as are from time to time assigned to such office by the Act, these
Bylaws, the Board of Directors, an authorized committee thereof, or
the President. (33-31-841)
Section 4.06. Duly Appointed Designees.
Except as otherwise provided by these Bylaws or determined by
the Board of Directors, duly appointed designees, if any, shall serve
under the immediate direction of the Secretary and the Treasurer,
respectively, and under the ultimate direction of the President. The
designees shall assume the authority and perform the duties of the
officer they are acting for. (33-31-841)
Section 4.07. Salaries. The
salaries and other compensation of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be
prevented from receiving a salary or other compensation by reason of
the fact that such officer is also a Director of the Corporation.
Officers can be reimbursed for actual expenses incurred with the
approval of the President and Treasurer. Such expenses must be
reported as part of the Treasurer’s Report.
Section 4.08. Committees. An
Executive Committee shall be formed consisting of the President,
Vice-President, Secretary, and Treasurer. The Executive Committee
shall have general oversight responsibility for the administrative
functions of the Association as directed by the Board of Directors and
shall act on behalf of the Association and the Board of Directors
between meetings of the Board of Directors. Express ratification of
any action taken by the Executive Committee shall not be required.
The President shall appoint the chairmen and members of Standing
Committees on Education, Audit, Nominating, Membership, Conference
Planning and the Newsletter. Further, the President may appoint such
other committees and their chairmen as he deems are necessary.
Persons so appointed shall serve at the pleasure of the President. The
President shall serve as an ex-officio member of all committees to
which he appoints members. Each committee shall be subject to the
call of its chairman and a majority of each committee shall constitute
a quorum for the transaction of its business. (33-31-825)
ARTICLE V
INDEMNIFICATION
Section 5.01. Scope. The
Corporation shall indemnify, defend and hold harmless the
Corporation’s Officers and Directors to the fullest extent permitted
by, and in accordance with the Act. This plan of indemnification
shall constitute a binding agreement of the Corporation for the
benefit of the Officers and Directors as consideration for their
services to the Corporation, and may be modified or terminated by the
Board of Directors only prospectively. Such right of indemnification
shall not be exclusive of any other right which such Directors,
Officers, or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
bylaw, agreement, vote of members, insurance, provision of law, or
otherwise, as well as their rights under this Article V.
(33-31-851)
Section 5.02. Indemnification Plan.
The Board of Directors may from time to time adopt an Indemnification
Plan implementing the rights granted in Section 5.01. This
Indemnification Plan shall set forth in detail the mechanics of how
the indemnification rights granted in Section 5.01 shall be
exercised.
Section 5.03. Insurance. The Board
of Directors may cause the Corporation to purchase and maintain
insurance on behalf of any person who is or was a Director or Officer
of the Corporation, or is or was serving at the request of the
Corporation as a Director or Officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other
enterprise, against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether
or not the Corporation would have the power to indemnify such person.
(33-31-857)
ARTICLE VI
TRANSACTIONS
Section 6.01. 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 6.02. Loans. The Board of
Directors may authorize any Officer or Officers, or agent or agents,
to contract any indebtedness and grant evidence of indebtedness and
collateral therefor in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific instances.
Section 6.03. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall
be signed by the Secretary and the Treasurer of the Corporation. The
Vice President may sign if the Secretary or the Treasurer is not
available.
Section 6.04. Deposits.
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 6.05. Gifts.
The Board of Directors may accept on behalf of the Corporation any
contribution, gift, bequest or devise for general purposes or for any
special purpose of the Corporation.
ARTICLE VII
RECORDS
Section 7.01. Forms of Records.
When consistent with good business practices, any records of the
Corporation may be maintained in other than written form if such other
form is capable of reasonable preservation and conversion into written
form within a reasonable time. (33-31-1601)
Section 7.02. Corporate Records.
The Corporation shall keep as permanent written records a copy of the
minutes of all meetings of its members and Board of Directors, a
record of all actions taken by the members or Directors without a
meeting, and a record of all actions taken by committees of the Board
of Directors. The Corporation shall maintain appropriate accounting
records. The Corporation or its agent shall maintain in alphabetical
order a record of the name and address of each member. The
membership list may be released by the Secretary if the requesting
party satisfies the Secretary that the purpose for the request is not
for a commercial use. The Corporation shall keep a copy of the
following records at its Principal Office: (33-31-1601)
A. its articles
or restated articles of incorporation and all amendments thereto
currently in effect;
B. its bylaws
or restated bylaws and all amendments thereto currently in effect;
C. resolutions
adopted by its Board of Directors relating to the characteristics,
qualifications, rights, limitations, and obligations of the members or
any class or category of members;
D. the minutes
of all meetings of members and records of all actions approved by the
members for the past three (3) years;
E. all written
communications to members generally within the past three (3) years,
including financial statements furnished for the past three (3) years;
F. a list of
the names and business or home address of its current Directors and
Officers; and
G. the
Corporation’s most recent report of each type required to be filed by
the Corporation with the South Carolina Secretary of State.
Section 7.03. Inspection Rights.
The members shall have only such rights to inspect records of this
Corporation to the extent, and according to the procedures and
limitations, prescribed by the Act. (33-31-1602 & 1603)
Section 7.04 Financial Records.
The Corporation shall maintain financial records and statements as
required by law and by the Board of Directors. (33-31-1620)
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Fiscal Year. The
fiscal year of the Corporation is initially established as July 1 to
June 30, but may be altered, by resolution of the Board of Directors
from time to time as the Board deems advisable.
Section 8.02. Seal. Unless
otherwise required by law, the affixing of a Corporate seal shall not
be required to bind the Corporation under any documents duly executed
by the Corporation and the use of a seal shall be precatory in the
discretion of the Corporation’s duly authorized signing officers.
Section 8.03. Amendments to Bylaws.
Subject to the Act and the Articles, these Bylaws may be altered,
amended, or repealed and new Bylaws may be adopted by a majority vote
of the Board of Directors, subject to the following: (a) the right of
the members to alter, adopt, amend, or repeal Bylaws as provided in
the Act; and (b) action of the members in adopting, amending, or
repealing a particular Bylaw wherein the Board of Directors is
expressly prohibited by such member action from amending or repealing
the particular Bylaw acted upon by the members. The members may amend
or repeal any or all of these Bylaws even though these Bylaws may also
be amended or repealed by the Board of Directors. Any notice of a
meeting of members at which Bylaws are to be adopted, amended, or
repealed shall state that the purpose, or one of the purposes, of the
meeting is to consider the adoption, amendment, or repeal of Bylaws
and contain or be accompanied by a copy or summary of the proposal.
Such notice shall be effective in accordance with Sections 2.07 and
2.08 hereof. (33-31-1021)
Section 8.04. Amendment of Articles.
Subject to the Act and the Articles, the Articles may be altered,
amended, or repealed and new Articles may be adopted by the members by
two-thirds of the votes cast or a majority of the voting power,
whichever is less and, except for amendments which the relate to the
number of directors, the composition of the board, the term of office
of directors or the method or way in which directors are elected or
selected, upon the approval of a majority of the Directors then in
office; provided however, that the Board of Directors may adopt one or
more amendments to the Corporation’s Articles as provided in Section
33-31-1002 of the Act without the approval of the members. Any notice
of a meeting at which Articles are to be adopted, amended, or repealed
shall state that the purpose, or one of the purposes, of the meeting
is to consider the adoption, amendment, or repeal of Articles and
contain or be accompanied by a copy or summary of the proposal. Such
notice shall be effective in accordance with Section 2.07 and 2.08
hereof. (33-31-1003)
Section 8.05. Severability. If any
provision of these Bylaws or the application thereof to any person or
circumstances shall be held invalid or unenforceable to any extent by
a court of competent jurisdiction, such provision shall be complied
with or enforced to the greatest extent permitted by law as determined
by such court, and the remainder of these Bylaws and the application
of such provision to other persons or circumstances shall not be
affected thereby and shall continue to be complied with and enforced
to the greatest extent permitted by law.
Section 8.06. Usage. In construing
these Bylaws, feminine or neuter pronouns shall be substituted for
masculine forms and vice versa, and plural terms shall be substituted
for singular forms and vice versa, in any place in which the context
so requires. The section and paragraph headings contained in these
Bylaws are for reference purposes only and shall not affect in any way
the meaning or interpretation of these Bylaws. Terms such as
“hereof”, “hereunder”, “hereto”, and words of similar import shall
refer to these Bylaws in the entirety and all references to
“Articles”, “Paragraphs”, “Sections”, and similar cross references
shall refer to specified portions of these Bylaws, unless the context
clearly requires otherwise. Terms used herein which are not otherwise
defined shall have the meanings ascribed to them in the Act. All
references to statutory provisions shall be deemed to include
corresponding sections of succeeding law.
Section 8.07. Conflict Between Bylaws,
Articles and the Act. The Articles and the Act (as either may
be amended from time to time) are incorporated herein by reference.
Any conflict between the terms of these Bylaws, the Articles, or the
Act shall be resolved in the following order: (1) the Act; (2) the
Articles; and (3) these Bylaws.
The foregoing are certified to be the true and
complete Bylaws of the Corporation as adopted by Board of Directors as
of ______________________, 2002.
Secretary
Date of Certification:
|