NAESCO Bylaws

BYLAWS OF NATIONAL ASSOCIATION OF ENERGY SERVICE COMPANIES
A Corporation Chartered Under the District of Columbia Non-Profit Corporation Act

ARTICLE I – ORGANIZATION

Section 1.1 Name

The name of the Corporation shall be the National Association of Energy Service Companies (hereinafter referred to as the “Corporation”).

Section 1.2 Seal

The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the words “Corporate Seal” and “District of Columbia.”

Section 1.3 Principal Office

The Corporation shall maintain an office in the District of Columbia or other location, as to be determined.

Section 1.4 Additional Offices

The Corporation may also have offices at such other places, both within and without the District of Columbia, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Section 1.5 Registered Office

The Corporation shall maintain a registered office in the District of Columbia.

ARTICLE II – NATURE OF THE CORPORATION

Section 2.1 Non-Profit

The Corporation is a non-profit corporation organized under the laws of the District of Columbia, and is a tax-exempt organization under Section 501(c)(6) of the Internal Revenue Code of 1954, as amended. The Corporation is not organized for pecuniary gain or profit, incidental or otherwise, and no part of the income of the Corporation may inure to the benefit of any individual, except that reasonable compensation may be paid for services rendered.

Section 2.2 Purposes

The Corporation is organized for the following purposes:

(a) to keep its Members (as defined in Article III) informed of legislative and administrative changes affecting energy service companies (“ESCOs”) and the energy efficiency industry;

(b) to represent and further the interests of its Members before appropriate legislative and administrative bodies in the formulation of policy affecting ESCOs;

(c) to provide the public with information about ESCOs and the energy efficiency industry;

(d) to provide Members with information regarding the promotion of energy efficiency activities by public and private sector entities; and

(e) to do all things necessary and proper in furtherance of the foregoing purposes and to engage in any lawful act or activity for which Corporations may be organized under the District of Columbia Non-Profit Corporation Act, provided that such act or activity is not for profit.

ARTICLE III – MEMBERS

Section 3.1 Classes of Membership

There shall be the following classes of Membership (the members of all such classes being referred to in these Bylaws as “Members”):

(a) Full Member

(b) Accredited ESCO Member

(c) Affiliate Member

(d) Accredited Affiliate Member

(e) International Member

(f) Public Sector Member

Section 3.2 Eligibility for Full Membership

Any entity providing energy efficiency services, as a business activity (including any utility company affiliate) shall be eligible as a Full Member of the Corporation. This category shall include, but shall not be limited to, entities that provide comprehensive energy and water efficiency, energy production and related value-added services with demonstrated ability to provide guaranteed performance, and ongoing measurement and verification for the life of the contract, or that provide thermal or electrical energy generated through cogeneration, biomass, hydroelectric, solar, wind, geothermal or other alternative energy technologies on a performance basis. The term “Full Member” as used throughout these Bylaws refers to an entity qualifying for the classification of Membership set forth in this Section 3.2.

Section 3.3 Eligibility for Accredited ESCO Member

Any entity that has met the requirements for Full Membership as set forth in Section 3.2 and that has completed the accreditation process for Full Members. The term “Full Member” as used throughout these Bylaws refers to an entity qualifying for the classification of Membership set forth in this section 3.3. Note the term “Full Member” is used throughout these Bylaws to describe both a Full Member and an Accredited ESCO Member.

Section 3.4 Eligibility for Affiliate Membership

Any entity which does not qualify for Full Membership including, but not limited to utility companies (unless engaged in Full Member activities); equipment manufacturers, distributors, and suppliers; engineering and design companies; financial institutions; companies engaged primarily in power marketing, brokering, commodity risk management, and facility management; consultants; and trade association representatives, shall be eligible as an Affiliate Member of the Corporation. An Affiliate Member may choose to be treated as a Full Member for purposes of participation in Board of Director meetings, deliberations, and Committee membership if it pays the Full Member dues at a level determined by the Board of Directors. The term “Affiliate Member” as used throughout these Bylaws refers to an entity qualifying for the classification of Membership set forth in this Section 3.4.

Section 3.5 Eligibility for Accredited Affiliate Member

Any entity that has met the requirements for Affiliate Membership in Section 3.4 and that has completed the accreditation process for Affiliate Members. An Accredited Affiliate Member may choose to be treated as a Full Member for purposes of participation in Board of Director meetings, deliberations, and Committee membership if it pays the Full Member dues as determined by the Board of Directors. The term “Affiliate Member” as used throughout these Bylaws refers to an entity qualifying for the classification of Membership set forth in this section 3.5. Note the term “Affiliate Member” is used throughout these Bylaws to describe both an Affiliate Member and an Accredited Affiliate Member.

Section 3.6 Eligibility for Public Sector Membership

Any public government entity or non-profit entity as organized under Section 501(c)(3) or Section 501(c)(6) of the Internal Revenue Code concerned with any aspect of the energy efficiency services industry shall be eligible for Public Sector Membership. The term “Public Sector Member” as used throughout these Bylaws refers to an entity or individual qualifying for the classification of Membership set forth in this Section 3.6.

Section 3.7 Eligibility for International Membership

Any company or individuals domiciled outside the U.S. and not a U.S. corporation or citizen involved in selling energy efficiency services outside the U.S. Companies based in the U.S. which pursue international business opportunities are not eligible to join in this category. The term “International Member” as used throughout these Bylaws refers to an entity or individual qualifying for the classification of Membership set forth in this Section 3.7.

Section 3.8 Further Membership Requirements

The Board of Directors may establish such additional standards, rules, regulations or requirements for admission to Membership or such additional class or classes of Membership as it shall deem from time to time advisable. Applicants for admission to Membership shall have the responsibility of furnishing such evidence to the Corporation’s Board of Directors or the Executive Director as they may deem appropriate to demonstrate eligibility for Membership.

Section 3.9 Dues

The Board of Directors may establish dues for Membership and may establish different rates of dues for such appropriate sub-classifications of Members as it shall determine from time to time. Such sub-classifications may be based on a Member’s size, scope of activities, period of existence, type of activities or such other criteria as the Board of Directors shall determine. In the event that a Member fails to pay fully applicable dues by the date upon which payment is due, any participation in the Corporation’s Board of Directors shall be immediately suspended until such time as the Member’s dues are paid in full and such deficient Member’s Membership may be terminated by the Board of Directors in accordance with Section 3.11 of these Bylaws.

Section 3.10 Resignation

A Member may resign from the Corporation after fulfilling all of its obligations and by giving written notice to any of the following: the Chairperson of the Board of Directors, or the Secretary of the Corporation, or, in the absence of all of the foregoing, by notice to any other Director or Officer of the Corporation. Such resignation shall not relieve such Member of its obligation for all dues or indebtedness due to the Corporation nor will any monies paid by the Member prior to the resignation be refunded.

Section 3.11 Removal or Suspension of Members

Any Member may be censured, suspended, or removed as provided in Section 3.9, or for violations of the Ethics Guidelines adopted by the Corporation, upon the affirmative vote of two-thirds (2/3) of the Board of Directors. All rights of a Member shall cease upon the termination of Membership or during the duration of any suspension.

Section 3.12 Annual Meeting of the Members of the Corporation

An Annual Meeting of the Corporation shall be held each year at such time and place, either within or without the District of Columbia, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of the meeting. Such meetings shall be held for the election of Directors and any other business which may be properly brought before it.

Section 3.13 Regular Meetings of the Members

In addition to the Annual Meeting of the Corporation, regular meetings may be held at such times and places as may be established by the Board of Directors. At any regular meeting, any matter may be brought before the meeting which is within the purposes and powers of the Corporation and in accordance with the Articles of Incorporation and Bylaws, without special notice having been given unless otherwise herein provided.

Section 3.14 Special Meetings of the Members

Special meetings of the Members shall be called at the request of a simple majority or more of the Full Members.

Section 3.15 Action of Members Other Than By A Meeting

Any action required or permitted to be taken at any meeting of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Full Members entitled to vote on the matter presented for consent, and such written consent is filed in lieu of minutes of such meeting. Signature for consent may be indicated by facsimile or email from the individual authorized by the Member to vote on the matter.

Section 3.16 Quorums

One-quarter (1/4) of the Full Members entitled to vote, if present in person, by telephone or other appropriate electronic means or by proxy at any regular or special meeting of the Corporation, shall constitute a quorum. Persons participating by telephone or other appropriate electronic means must be able to communicate with all of the other participants, have access to the same information as the other participants, and otherwise participate effectively in the affairs of the meeting.

Section 3.17 Voting

(a) Only paid-up Full Members and Affiliate Members of the Corporation shall be entitled to vote at a meeting of the Corporation or for any purpose in lieu of a meeting. Each Full Member shall have one (1) vote. Each Affiliate Member shall have one-fifth (1/5) of a vote. A Full Member or Affiliate Member may vote in person or may vote by proxy executed in writing by the Full Member or Affiliate Member. No proxy shall be valid after one (1) month from the date of its execution, unless otherwise provided in the proxy.

(b) The affirmative vote of a simple majority of the full votes cast by Full Members or Affiliate Members present or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon unless a greater proportion is required by law, the Articles of Incorporation, or these Bylaws.

Section 3.18 Public Sector Advisory Council

Public government entities or non-profit entities as organized under Section 501(c)(3) or Section 501(c)(6) of the Internal Revenue Code concerned with any aspect of the energy efficiency services industry may be eligible for participation in the non-Member Public Sector Advisory Council, so long as they meet the requirements of participation and abide by the rules for participation as set by the Board of Directors. Participants in the Public Sector Advisory Council are not “Members” of NAESCO as that term is defined herein or in the District of Columbia Non-Profit Corporation Act D.C. Code § 29-401.02(24), and thus do not have the rights associated with Membership.

ARTICLE IV – DIRECTORS

Section 4.1 Number and Authority

Management and control of the Corporation and of its affairs shall be vested in the Board of Directors. The Board of Directors shall consist of no less than twelve (12) Members (“Directors”) or such greater number of Directors as may from time to time be determined by the Board of Directors. The initial Directors (designated in the Articles of Incorporation) and any additional Directors elected by the initial Board of Directors shall serve until the first Annual Meeting of the Corporation, and until their successors are elected and qualified.

Section 4.2 Conduct of Corporation Business

The Board of Directors shall conduct the business of the Corporation and direct all functions and activities of the Corporation. A vote of two-thirds (2/3) of all Members entitled to vote shall be necessary for the liquidation of the Corporation or any other matter required by law.

Section 4.3 Eligibility and Election of Directors and Tenure

Eligible candidates must be designated representatives of Full Members or Affiliate Members that have met the requirements for being treated as Full Members provided in Section 3.4 above. The Directors shall be elected by the Full Members and Affiliate Members at the Annual Meeting of the Corporation and shall serve for a term of one (1) year. Directors may be elected to serve consecutive terms.

Section 4.4 Removal of Directors

Any Director may be removed without cause by a vote of two-thirds (2/3) of the members of the Board of Directors.

Section 4.5 Vacancies

Any vacancy in the Board of Directors occurring at any time other than at an Annual Meeting of the Corporation, shall be filled by the simple majority vote of the remaining Directors, after having been first nominated by the vacating Director’s Member company. A Director replaced to fill a vacancy shall fulfill the unexpired term of the person whom such Director is replacing.

Section 4.6 Resignation

Any Director may resign at any time by giving written notice to any of the following: Chairperson of the Board of Directors, the Executive Director, or the Secretary of the Corporation, or, in the absence of all of the foregoing, by notice to any other Director or Officer of the Corporation. Unless otherwise specified in such written notice, a resignation shall take effect upon receipt by the designated Director or Officer. It shall not be necessary for a resignation to be accepted before it becomes effective.

Section 4.7 Location of Meetings

Meetings of the Board of Directors shall be held at such reasonably convenient places, within or without the District of Columbia, as the Board of Directors may from time to time determine.

Section 4.8 Annual Meeting

An Annual Meeting of the Board of Directors shall be held on such date each year as is fixed by them, provided that such date shall in each case be within thirty (30) days of an Annual Meeting of the Corporation. Such meeting shall be held for the consideration of any business properly brought before it.

Section 4.9 Regular Meetings of the Board of Directors

Regular meetings of the Board of Directors shall be held at such times as the Board of Directors shall by resolution from time to time determine. Meetings of the Board of Directors shall be general meetings and open for transaction of any business within the powers of the Board of Directors without notice of such business, except in any case where special notice is required by law or by these Bylaws.

Section 4.10 Special Meetings

Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors or the Executive Director, on two (2) days notice to each Director, if such notice is delivered personally, by facsimile, email or overnight delivery service, or on five (5) days notice if sent by USPS first-class mail. The purpose of a special meeting of the Board of Directors need not be stated in the notice of such meeting. The Officer calling such meeting shall cause notice of the meeting to be given in accordance with the provisions of Article VI of these Bylaws.

Section 4.11 Quorum, Adjournments and Voting

(a) Unless a greater number is required by the Articles of Incorporation, at all meetings of the Board of Directors, a simple majority of the number of currently serving Directors, if present in person, by telephone or other appropriate electronic means or by proxy shall constitute a quorum. Directors participating by telephone or other appropriate electronic means must be able to communicate with all of the other participants, have access to the same information as other participants, and
otherwise participate effectively in the affairs of the meeting. If a quorum is not present at any meeting of the Board of Directors, 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.

(b) The act of a simple majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by the Articles of Incorporation.

Section 4.12 Action by Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the members of the Board of Directors and such written consent is filed with the minutes of proceedings of the Board of Directors. Signature for consent may be indicated by facsimile or email from the Director.

ARTICLE V – COMMITTEES

Section 5.1 Committees of Directors (“Board Level Committees”)

(a) The Board of Directors may from time to time, by resolution adopted by a majority of the Board of Directors, designate Directors to constitute Board Level Committees as it may deem advisable, including, but not by way of limitation, an Executive Committee. Each committee established pursuant to this paragraph (a) of Section 5.1 shall consist of two (2) or more Directors. Those approved by the board to constitute such committee shall be known as the Committee Members.

(b) When establishing a committee, the Board of Directors shall designate it as a Standing Committee or a Temporary Committee. A Temporary Committee shall exist until such time that the term of the Chair expires and may be reauthorized by the Board of Directors to continue to exist at that time through the next Chair term. A Standing Committee shall exist until disbanded by the Board of Directors.

(c) A simple majority of the number of Committee Members constituting any committee established pursuant to paragraph (a) of Section 5.1 shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of such Committee Members present at the meeting of such committee shall be required for any action of such committee, unless the act of a greater number is
required by the resolution of the Board of Directors establishing such committee.

Section 5.2 Committees of Members (“Member Level Committees”)

(a) The Board of Directors, Executive Committee or Chairperson may from time to time designate Directors and/or other Member representatives to constitute Member Level Committees. Each committee established pursuant to this paragraph (a) of Section 5.2 shall consist of two (2) or more Directors and/or other Member representatives. Those appointed to constitute such committee shall be known as the Committee Members.

(b) When establishing a committee, the Board of Directors shall designate it as a Standing Committee or a Temporary Committee. A Temporary Committee shall exist until such time that the term of the Chair expires and may be reauthorized by the Board of Directors to continue to exist at that time through the next Chair term. A Standing Committee shall exist until disbanded by the Board of Directors.

(c) A simple majority of the number of Committee Members constituting any committee established pursuant to paragraph (a) of Section 5.2 shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of such Committee Members present at the meeting of such committee shall be required for any action of such committee.

Section 5.3 Vacancies, Changes and Discharge

The Board of Directors shall have the power at any time to fill vacancies of individual members of committees, change the membership of committees, and discharge any committee or individual Committee Members.

ARTICLE VI – NOTICES

Section 6.1 Notice of Meetings

Notice of all regular and special meetings of the Members of the Corporation shall be sent to all Members not less than ten (10) nor more than fifty (50) days prior to the date thereof, specifying the date, time and place. Notices of special meetings shall state the purpose thereof. Notice of the exact date, time and place of each Annual Meeting of the Board of Directors shall be given to each Director not less than ten (10) nor more than fifty (50) days prior to the date of such meeting. Other meetings of the Board of Directors shall be preceded by written notice prior to the date of such meeting not later than two (2) days if delivered personally or sent by facsimile, email or overnight delivery service, or five (5) days if sent by USPS first-class mail. Meetings of any committee shall be preceded by the giving of informal notice in such manner as each committee may by resolution determine to be reasonable.

Section 6.2 Form and Delivery

Whenever, under the provisions of law, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Member, Director, or committee, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, facsimile, email or overnight delivery, addressed to such Member, Director, or committee, at the usual place of residence or business of such Member, Director, or committee, or the facsimile or email address most recently provided by the Member to the Corporation as in the discretion of the person giving such notice will be likely to be received most expeditiously by such Member, Director, or committee. If mailed, unless otherwise specified in these Bylaws, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. Notice to a Member, Director, or committee may also be given personally or by facsimile, email or overnight delivery.

Section 6.3 Waiver

Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation, or these Bylaws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time for the meeting stated in such notice, shall be deemed equivalent to the giving of such notice.

ARTICLE VII – OFFICERS

Section 7.1 Designations

(a) The Officers of the Corporation shall include (1) the Chairperson, (2) the Vice-Chairperson, (3) the Treasurer, and (4) the Secretary.

(b) The Board of Directors may also designate other Officers and agents as it shall deem necessary or appropriate. All Officers of the Corporation shall be elected by simple majority vote of the Board of Directors.

(c) Any two or more offices may be held by the same person, except that the offices of Chairperson and Secretary shall not be held by the same person, provided that no person shall execute, acknowledge, or verify in more than one capacity any instrument required by law, the Articles of Incorporation, these Bylaws or resolution of the Board of Directors to be executed, acknowledged or verified by two (2) or more Officers.

(d) All Officers and agents of the Corporation shall exercise such powers and perform such duties as shall from time to time be determined by the Board of Directors.

(e) Directors and Officers shall serve without compensation but the Board of Directors may establish policies concerning reimbursement for expenses.

Section 7.2 Quorum

A majority of the Officers shall constitute a quorum at any duly called meeting of the Executive Committee. The Chairperson shall call such meetings of the Executive Committee as the business of the Corporation may require.

Section 7.3 Duties of Elected Officers

The elected Officers shall have such authority and perform such duties in the management of the Corporation's affairs and activities as usually pertain to the offices they hold, and as may be assigned to them by the Board of Directors, or as may be otherwise provided by these Bylaws, including but not by way of limitation the following:

(a) Chairperson: The Chairperson shall be the Chief Executive Officer of the Corporation. The Chairperson shall preside at all meetings of the Corporation and shall have general and active management of the affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts, or other instruments requiring a seal, under the seal of the Corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the Board of Directors to some other Officer or agent of the Corporation, and shall have powers and authority to perform all other duties usually incident to such office.

(b) Vice-Chairperson: The Vice-Chairperson shall, during the absence or incapacity of the Chairperson, perform the duties of the Chairperson and when so acting, he or she shall have all the powers and be subject to the same responsibilities of the office of Chairperson and shall perform such duties and functions as the Board of Directors may prescribe.

(c) Secretary: The Secretary shall keep or cause to be kept a record of all proceedings and meetings of the Board of Directors and of the Members. The Secretary shall have charge of the seal of the Corporation and shall perform such other duties as pertain to the office of Secretary or as may be required by law or the Board of Directors. In the absence of the Secretary, the duties of the Secretary may be performed by an Assistant Secretary, if one is designated through election by the Board of Directors. The Secretary shall deliver to any successor or to such other person or persons as the Board of Directors may expressly designate, all papers, records, books, or other property of the Corporation in the possession or control of the Secretary.

(d) Treasurer: The Treasurer shall keep, or cause to be kept, a record of and have custody of all the funds and securities of the Corporation. The Treasurer shall keep, or cause to be kept, a full and accurate record of all monies received and paid out and of all vouchers and receipts given therefore, in books belonging to the Corporation. The Treasurer shall keep, or cause to be kept, books of account of the Corporation financial condition of the Corporation and, upon the request of the Board of Directors, shall cause to be prepared and submitted to the Board of Directors a statement of financial condition of the Corporation. The Treasurer or his or her designee shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render an account of all transactions as
Treasurer whenever called upon to do so. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such form and penalty, and with such surety or sureties, as the Board of Directors may prescribe. The expense of such bond shall be borne by the Corporation. In the absence of the Treasurer, the duties of the Treasurer may be performed by an Assistant Treasurer, if one is designated through election by the Board of Directors. The Treasurer shall deliver to any successor or to such other person or persons as the Board of Directors may expressly designate, all papers, records, books, monies or other property of the Corporation in the possession or control of the Treasurer.

Section 7.4 Election and Term of Office

The Officers of the Corporation shall be elected by the Board of Directors bi-annually at the Annual Meeting of the Board of Directors in accordance with the provisions of Section 7.1 of this Article VII except that the initial Officers shall be elected by the initial Directors at the organizational meeting of the Board of Directors. Each Officer shall be elected by a simple majority of the votes cast, and may succeed himself in office. A full slate of Officers are elected every two years by the Board of Directors to serve a two year term of office. The prospective slate of officers are selected by the Board of Directors.

Section 7.5 Vacancies and Removal of Officers

Any vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term of such vacant office by a Director upon a simple majority vote of the remaining Directors, unless the Articles of Incorporation otherwise provide. Any Officer so elected to fill a vacancy shall serve the unexpired term of his predecessor. Any Officer or agent may be removed by a vote of two-thirds (2/3) of the Board of Directors whenever in the Board of Director’s judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to any other rights of the Member so removed from office.

Section 7.6 Transfer of Authority

In case of the absence of any Officer or for any other reason deemed sufficient by the Board of Directors, the Board of Directors may transfer the powers or duties of that Officer to any other Officer or to any Director or employee of the Corporation, provided a simple majority of the Board of Directors concurs.

Article VIII – Executive Committee and Executive Advisory Committee

Section 8.1 Executive Committee

(a) The Board of Directors may delegate its authority to manage the daily business of the Corporation to an Executive Committee of Officers. However, the Executive Committee shall not: (i) incur debt beyond the annual budget or (ii) change or amend the Bylaws.

(b) The Executive Committee may act in place and stead of the Board of Directors on all other matters, except those specifically reserved to the Board of Directors by these Bylaws, pursuant to the delegation of authority to such Committee by the Board of Directors.

(c) Actions of the Executive Committee shall be reported to the Board of Directors at the next Board of Directors meeting.

(d) The Executive Committee shall be a Standing Board Level Committee.

(e) The Executive Committee shall consist of the Officers.

(f) At least three of the Officers comprising the Executive Committee must be Full Members.

Section 8.2 Executive Advisory Committee

The Board of Directors may designate members of an Executive Advisory Committee, which shall be a Member Level Committee, that will attend and participate in Executive Committee meetings, but shall not be eligible to vote in Executive Committee matters. The members of the Executive Advisory Committee may consist of:

(a) The Chair of any Standing Committee created by the Board of Directors

(b) At least one (1) Ad hoc Full Member

(c) At least one (1) Ad hoc Affiliate Member

(d) Any Past Chair that is employed by a Member (Full or Affiliate)

Section 8.3 Term

The term of the Executive Committee and its associated Executive Advisory Committee shall be the same as the Board Chair. At the termination of any Board Chair term, the Executive Committee and the Executive Advisory Committee terms shall be complete and must be reauthorized by the Board of Directors.

Section 8.4 Quorum

At least two (2) distinct Executive Committee members shall constitute a quorum.

ARTICLE IX – FISCAL YEAR

Section 9.1 Fiscal Year

The fiscal year of the Corporation shall be designated by the Board of Directors.

ARTICLE X – COMPENSATION OF OFFICERS, DIRECTORS AND EMPLOYEES

Section 10.1 Compensation

An Officer or Director of the Corporation may be compensated for his or her services pursuant to resolutions adopted by the Board of Directors. Directors and Officers may be reimbursed for any expenses incurred by them in connection with their duties.

Section 10.2 Employees and Agents

The Corporation may employ and compensate such employees and agents, who may also be Directors or Officers of the Corporation, as it shall from time to time deem necessary or appropriate. The Board of Directors shall determine the duties and compensation of such employees and agents. Employees and agents may be reimbursed for any expenses incurred by them in connection with their duties.

ARTICLE XI –CONTRACTURAL OBLIGATIONS: BOOKS AND RECORDS

Section 11.1 Contracts, Checks, Notes, Etc.

All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money, as well as contracts and agreements, shall, unless otherwise required by law or permitted by these Bylaws, be signed by such Officer or Officers or such other person as the Board of Directors may from time to time designate.

Section 11.2 Books and Records

Correct and complete books and records of account and transactions as well as minutes of the proceedings of the Members, Board of Directors, and Committees having any of the authority of the Board of Directors shall be kept by the Corporation.

ARTICLE XII – INDEMNIFICATION

Section 12.1 Indemnification

(a) The Corporation shall indemnify any person who was or is a party to 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 reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, except in such cases as involve gross negligence, malfeasance or willful misconduct. The
foregoing right of indemnification shall not be exclusive of other rights to which such person may be entitled.

(b) Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as
authorized in this Article XII.

(c) The Board of Directors may authorize the appropriate Officers of the Corporation to purchase and maintain insurance on behalf of any person who 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 any liability asserted against and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article XII.

ARTICLE XIII – DISSOLUTION

Section 13.1 Dissolution

The Corporation shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the Members of the Corporation. On dissolution of the Corporation, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

ARTICLE XIV – AMENDMENT OF BYLAWS

Section 14.1 Authority to Amend Bylaws

The Board of Directors shall have power to make, amend and repeal the Bylaws of the Corporation at any regular or special meeting of the Board of Directors provided that notice of intention to make, amend or repeal the Bylaws, in whole or in part, shall have been given in the notice of the meeting with a clear statement of the respect in which Bylaws are proposed to be made, amended or repealed.

Section 14.2 Additional Rules

The Board of Directors shall be authorized to adopt additional rules for the government and operation of the Corporation, provided that such additional rules are not in conflict with the Articles of Incorporation or the Bylaws.

These amended Bylaws were adopted by the Board of Directors on June 16, 2021.