Bylaws
ARTICLE I
OFFICES AND FISCAL YEAR
SECTION 1.01. REGISTERED OFFICE.
The registered office of the corporation in the Commonwealth of Pennsylvania shall be at P.O. Box 24, Klingerstown, PA 17941 until otherwise established by a vote of a majority of the Board of Directors in office, whom may be referred to as “the Board”, and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the articles of the corporation.
SECTION 1.02. OTHER OFFICES. The corporation may also have offices at such places within or outside of the United States of America as the Board may from time to time appoint, or the business of the corporation requires.
SECTION 1.03. FISCAL YEAR. The fiscal year of the corporation shall be the calendar year beginning each year on the 1st day of January and ending on the 31st day of December.
ARTICLE II
INTERESTS AND OBJECTIVES
SECTION 2.01 INTERESTS AND OBJECTIVES.
The interests and objectives of this association shall be:
A. To initiate, promote, and secure cooperation among both individuals and groups locally and abroad to promote and protect the ethical ownership, breeding and propagation of peafowl.
B. For all members and officers of this association to be constantly vigilant for and mindful of opportunities to disseminate information on peafowl by word of mouth, the press both printed and broad-cast, through personal appearances and presentations, and by way of the media not listed here. This arises from the belief that a growing association is a healthy one.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. POWERS.
The board shall have full power to con-duct, manage, and direct the business and affairs of the corporation; and all powers of the corporation are hereby granted to and vested in the Board.
SECTION 3.02. QUALIFICATIONS AND SELECTIONS.
Each director of the corporation shall be a natural person of full age, eighteen (18), who has been in good standing for a minimum of one year, but need not be a resident of Pennsylvania. In the case of vacancies, new directors shall be selected by the Board from the list of alternates for that particular year. If the Board is classified with respect to the power to appoint new directors or with respect to the terms of office and if, due to a vacancy or vacancies, or otherwise, directors of more than one year are to be selected, each annual election of directors shall be nominated separately.
A person or group of persons entitled to appoint, designate or otherwise select one or more directors may select one or more alternates for each such director. Such designation shall be filed in writing with the secretary of the corporation and may at any time by such person or group of persons or their successors by the filing in writing with the secretary of a superseding designation or of a statement that the existing designation or designations are revoked. Such superseding designation or revocation shall take effect upon or after filing in accordance with its terms. In the absence of a director from a meeting of the Board, one of its alternates may attend such meeting and exercise at the meeting all of the powers of the absent director, or such lesser powers as may be specified in the designation. When so exercising the powers of the absent director, such alternate shall be subject in all respects to the provisions of law relating to the fiduciary responsibilities of a director of a corporation.
SECTION 3.03. NUMBER AND TERM OF OFFICE.
The board of directors shall be made up of nine (9) members and three (3) alternates (to return the number of board members to 9 in the event of a vacancy) in good standing. The term of office shall be limited to two elected consecutive (3) three year terms. A Director shall be required to sit out one year after serving two elected terms (6) years, before running for re-election. The terms of the directors are to be staggered so that three (3) directors and one (1) alternate are elected each year. An announcement to take nominations will be made in the May/June issues of Peafowl Today. Any adult member of minimal age of eighteen (18) who has been in good standing for a minimum of one year may nominate her/himself or another qualified member for a director’s position. Nominations must be received by August 1 to be placed on the ballot. Only 1 member per family may serve on the Board at a time. The election of the Board of directors is to be by a vote of the membership on a ballot mailed on August 8. Return ballots must be post-marked by September 1. In the event of ties, the directors not involved in the re-election will break the tie by a special vote. If it is necessary, the alternate next in line to be on the Board will vote in this special tie breaking vote. The Board of directors will officially meet once each year at the annual convention. The directors will elect from the Board a president, vice-president, secretary and treasurer for the following year. Any board member will be removed after three (3) consecutive absences from board functions. The board may appoint alternates to complete terms created by vacancies in either the Board or alternate positions due to that member’s inability to complete their term.
SECTION 3.04. ORGANIZATION.
At every meeting of the Board, the president shall preside. In his absence, the vice president or a chairman chosen by the majority of the directors present shall preside. In the absence of the secretary, any person appointed by the chairman of the meeting shall act as secretary.
SECTION 3.05. RESIGNATIONS.
Any director of the corporation may re-sign at any time by giving written notice to the chairman or the secretary of the corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 3.06. VACANCIES.The Board may declare vacant the office of a director if he is declared of unsound mind by an order of court, or convicted of a felony, or deemed by the Board of Directors to be engaged in conduct detrimental to the interests of the association, or has 3 consecutive absences from board functions, or if within 60 days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board. Any vacancy or vacancies in the Board because of death, resignation, removal in any manner, disqualification, an increase in the number of directors, or any other cause, may be filled by a majority of the remaining members of the Board though less than a quorum, at any regular or special meeting; and each person so appointed shall be a director to serve for the remainder of the term.
SECTION 3.07. PLACE OF MEETING. Meetings of the Board may be held at such place within or without Pennsylvania as the Board may from time to time appoint, or as may be designated in the notice of the meeting.
SECTIONS 3.08, 3.09, and 3.10 shall be applicable to committees of the Board.
SECTION 3.08. REGULAR MEET-ING
A. Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. If the date fixed for any such regular meeting be a legal holiday under the laws of the State where such meeting is to be held, then the same shall be held on the next succeeding business day, or at such other time as may be determined by resolution of the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless other-wise required by law or these by-laws.
SECTION 3.09. SPECIAL MEETINGS.
Special meetings of the Board shall be held whenever called by the president or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone or in writing at least twenty-four (24) hours (in the case of notice by telephone) or forty-eight (48) hours (in the case of notice by telegram) or five days (in the case of notice by mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Notice of any meeting of the Board during any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster shall be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio. To the extent required to constitute a quorum at any meeting of the Board during such an emergency, the officers of the corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, director for such meeting.
SECTION 3.10. QUORUM, MANNER OF ACTING, AND ADJOURNMENT.
Except as otherwise noted in Section 3.09 of this Article, a majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. Except as otherwise specified in the articles or these by-laws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is
present. The directors shall act only as a board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the Board may be taken with-out a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the corporation.
SECTION 3.11. EXECUTIVE AND OTHER COMMITTEES.
The Board may, by resolution adopted by a majority of the directors in office, establish an Executive Committee and one or more other committees, each committee to consist of two or more directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member, and the alternate or alternates, if any, designated for such member, or any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Each committee of the board shall serve at the pleasure of the board. The Executive Committee shall have and exercise all of the powers and authority of the Board in the management of the business and affairs of the corporation, except that the Executive Committee shall not have any power or authority as to the following:
(1) The filling of vacancies in the Board.
(2) The adoption, amendment or repeal of the by-laws.
(3) The amendment or repeal of any resolution of the Board.
No committee of the Board other than the Executive Committee, shall, pursuant to resolution of the Board or otherwise, exercise any of the powers or authority vested by these by-laws or the Nonprofit Corporation Law of 1988 in the Board as such, but any other committee of the Board may make recommendations to the Board or Executive Committee concerning the exercise of such powers and authority. The establishment of any committee of the Board and the delegation thereto of power and authority shall not alone relieve any director of his fiduciary duty to the corporation. A majority of the directors in office designated to a committee, or directors designated to replace them as provided in this section, shall be present at each meeting to constitute a quorum for the transaction of business and the acts of a majority of the directors in office designated to a committee or their replacements shall be the acts of the committee. Each committee shall keep regular minutes of its proceedings and report such proceedings periodically to the Board.
SECTION 3.12. INTERESTED DIRECT-tors OR OFFICERS; QUORUM.
No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partner-ship, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or may become void or solely for such reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely be-cause his or their votes are counted for such purpose, if:
(1) The material facts as to the relation-ship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
(2) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in this section.
ARTICLE IV
NOTICE – WAIVERS – MEETINGS
SECTION 4.01 NOTICE, WHAT CONSTITUTES.
Whenever written notice is required to be given to any person under the provisions of the articles, these by-laws, or the Non-profit Corporation Law of 1988, it may be given to such person, either person-ally, or by sending a copy thereof by first class mail, postage prepaid, or by telegram, charges pre- paid, to his address supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these by-laws.
When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
SECTION 4.02 WAIVERS OF NO-TIC. Whenever any written notice is required to be given under the provisions of the articles, these by-laws, or the Non-profit Corporation Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by Section 6.06 of these by-laws, neither the business to be trans-acted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the ex-press purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
SECTION 4.03 MODIFICATION OF PROPOSAL CONTAINED IN NOTICE
Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may, without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.
SECTION 4.04 EXCEPTION TO REQUIREMENT OF NOTICE Wherever any notice or communication is required to be given to any person under the provisions of the articles or these by-laws, or the Non- profit Corporation Law of 1988, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for a license or other permission to do so.
SECTION 4.05 CONFERENCE TILE-phone MEETINGS One or more persons may participate in a meeting of the Board or of a committee of the Board 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 shall constitute presence in per-son at such meeting.
ARTICLE V
OFFICERS SECTION 5.01. NUMBER, QUALIFICATIONS AND DESIGNATIONS. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of Section 4.03 of this Article. Any number of offices may be held by the same person. Officers may but need not be directors of the corporation. The president and secretary shall be natural persons of full age, eighteen (18); the treasurer may be a corporation, but if a natural person shall be of full age, eighteen (18). The Board may elect from among the members of the board a chairman of the board and a vice chairman of the board who shall be officers of the corporation.
SECTION 5.02. ELECTION AND TERM OF OFFICE.
The officers of the corporation, except those elected by delegated authority pursuant to Section 4.03 of this Article, shall be elected annually by the Board, and each such officer shall hold his office until the next annual organization meeting of the Board and until his successor shall have been elected and qualified, or until his earlier death, resignation, or removal.
SECTION 5.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The Board may from time to time elect such other officers and appoint such commit tees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these by-laws, or as the Board may from time to time determine. The Board may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, commit tees, employees or other agents.
SECTION 5.04. RESIGNATIONS.
Any officer or agent may resign at any time by giving written notice to the Board, or to the president or the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.05. REMOVAL.
Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by a majority vote of the Board or other authority which elected, retained or appointed such officer, committee or other agent whenever in the judgment of such authority the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so re-moved.
SECTION 5.06. VACANCIES.
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board by the officer or committee to which the power to fill such office has been delegated pursuant to Section 5.03 of this Article, as the case may be, and if the office is one for which these by-laws prescribe a term, shall be filled for the remainder of the term.
SECTION 5.07. GENERAL POWERS.
All officers of the corporation, as between themselves and the corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as may be determined by resolutions or orders of the Board, or, in the absence of controlling provisions in resolutions or orders of the Board, as may be provided in these by-laws.
SECTION 5.08. THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD.
The chairman of the board or in his absence, the vice chairman of the board, shall preside at all meetings of the members of the Board, and shall perform such other duties as may from time to time be requested of him by the Board.
SECTION 5.09. THE PRESIDENT.
The president shall be the chief executive officer of the corporation and shall have general supervision over the activities and operations of the corporation, subject, however, to the control of the Board. The president shall sign, execute, and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these by-laws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of president, and such other duties as from time to time may be assigned to him by the Board or the chairman.
SECTION 5.10. THE VICE PRESIDENT shall perform the duties of the president in his absence and such other duties as may from time to time be as-signed to him or her by the Board, or the president.
SECTION 5.11. THE SECRETARY. The secretary or an assistant secretary shall attend all meetings of the Board and shall record all the votes of the directors and the minutes of the meetings of the Board and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and provide all Board members and alternates with an account of all Board meetings minutes no later than 30 days following such meetings, and such other duties as may from time to time be assigned to him by the Board, the chairman or the president.
SECTION 5.12. THE TREASURER. The treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the corporation and shall keep a separate bank account of the same to his credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, when-ever so required by the Board (biannually), provide all Board members and alternates with an account showing his transactions as treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be as-signed to him by the Board, or the president.
SECTION 5.13. OFFICERS’ BONDS. Any officer shall give a bond for the faithful discharge of his duties in such sum, if any and with such surety or sure-ties as the Board shall require.
SECTION 5.14. SALARIES. The salaries of the officers elected by the Board shall be fixed from time to time by the Board or by such officer as may be designated by resolution of the Board. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the officer or committee to which the power to elect such officers or to retain or appoint such employees or other agents has been deli-gated pursuant to Section 5.03 of this Article. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the corporation.
ARTICLE VI
LIMITATION OF PERSONAL LIABILITY OF DIRECTORS;
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER
AUTHORIZED REPRESENTATIVES SECTION 6.01. LIMITATION OF PER-DONAL LIABILITY OF DIRECTORS. A director of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(a) The director has breached or failed to perform the duties of his or her office as defined in Section 5.02 below; and (b) The breach or failure to perform constitutes self dealing, willful misconduct or recklessness, The provisions of this Section shall not apply to
(a) the responsibility or liability of a director pursuant to any criminal
statute; or
(b) the liability of a director for the payment of taxes pursuant to local, state or federal law.
Section 6.02. STANDARD OF CARE AND JUSTIFIABLE RELIANCE.
(a) A director of the corporation shall stand in a fiduciary relationship to the corporation, and shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care, including reason-able inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In per-forming his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(i) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(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;
(iii) A committee of the Board upon which he or she 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 if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
(b) In discharging the duties of their respective positions, the Board, committees of the board and individual director may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon persons with whom the corporation has business and other relations and upon communities which the offices or other establishments of or related to the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (a) of this Section.
(c) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.
SECTION 6.03. INDEMNIFICATION IN THIRD PARTY PROCEEDINGS. 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 (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative 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 him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
SECTION 6.04. INDEMNIFICATION IN DERIVATIVE ACTIONS.
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 or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of an-other corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the Court of Common Pleas of Philadelphia County or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.
SECTION 6.05. MANDATORY INDEMNIFICATION. Notwithstanding any contrary provision of the articles of incorporation or these by- laws, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 5.03 or Section 5.04 above, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
SECTION 6.06. DETERMINATION OF ENTITLEMENT TO INDEMNIFY-cation. Unless ordered by a court, any indemnification under Section 5.03 or 5.04 above shall be made by the corporation only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made:
(a) By the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or
(b) If such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
SECTION 6.07 ADVANCING EXPENSES. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in paragraphs 1 through 3 above.
SECTION 6.08. INDEMNIFICATION OF FORMER REPRESENTATIVES. Each such indemnity may continue as to a person who has ceased to be a representative of the corporation and may insure to the benefit of the heirs, executors and administrators of such person.
Section 6.09. INSURANCE. The corporation shall have the power 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, partner-ship, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability.
SECTION 6.10. RELIANCE ON PRO-VISIONS. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
ARTICLE VII
MEMBERSHIP SECTION 7.01. QUALIFICATIONS FOR MEMBER-SHIP. Any person who is interested in supporting the philosophy of the United Peafowl Association, Inc. May be a member by paying an annual fee or dues.
SECTION 7.02. DUES. The Board of Directors has the authority to set the amount of annual dues or fees.
SECTION 7.03 LENGTH OF MEMBERSHIP. Membership shall be for a period of twelve (12) months and renew-able annually and can also be for two (2) years.
SECTION 7.04. REMOVAL. Member-ship is automatically terminated for non-payment of the annual dues or by the member exhibiting conduct in conflict with or detrimental to the interests of the association.
(a) Any member so deemed by the Board of Directors to be engaged in conduct detrimental to the association will be notified that a meeting of the Board will be convened not less than 30 days hence to the vote on revoking the membership of the individual in question. That individual will be given the opportunity to appear in his or her own behalf at the meeting before the vote is taken. Revocation of membership will result from at least five (5) yes votes.
SECTION 7.05 VOTING. In matters placed before the membership of the Association, each member shall constitute one (1) vote.
SECTION 7.06 HONORARY MEMBERSHIP. May be bestowed upon individuals whom the Board of Directors feel have made a special contribution to the advancement of the welfare of the association.
SECTION 7.07. MAGAZINE. The official publication of the United Peafowl Association, Inc. Shall be Peafowl Today, and shall be published four (4) times per year, with every effort made to have the United States Postal Service deliver it to the membership quarterly.
ARTICLE VIII – MISCELLANEOUS
SECTION 8.01. CORPORATE SEAL.
The corporation shall have a corporate seal in the form of a circle containing the name of the corporation, the year of incorporation and such other details as may be approved by the Board.
SECTION 8.02. CHECKS. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate.
SECTION 8.03. CONTRACTS. Except as otherwise provided in these by-laws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 8.04. 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 may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board shall from time to time determine.
SECTION 8.05. ANNUAL REPORT OF THE BOARD. The Board shall direct the president and treasurer to present at the annual meeting of the board a report showing in appropriate detail the following:
(1) 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.
(2) The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, 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.
(4) The expenses or disbursements of the corporation, for both general and restricted 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. The annual report of the Board shall be filed with the minutes of the annual meeting of the Board and a summary shall be printed in an issue of the corporation’s publication, Peafowl Today.
SECTION 8.06. AMENDMENT OF BY-LAWS. These by-laws, or new by-laws may be adopted, by vote of a majority of the votes received cast by the general membership.