BYLAWS OF THE SAN FRANCISCO MUNICIPAL EXECUTIVES’ ASSOCIATION
Bylaws Ratified by Membership on June 20, 2011
The official name of this organization shall be THE SAN FRANCISCO MUNICIPAL EXECUTIVES’ ASSOCIATION (the “Association”).
The purpose of the Association shall be:
- To enhance the quality of life for all San Franciscans and visitors by promoting sound governmental practices, supporting professional excellence for the City and County’s managers, and maintaining the highest ethical standards in the delivery of services to the public.
- To represent managers in employment relationships.
- To advocate for managers in relations with the employing agencies and the general public.
- To cultivate professional and social relationships among managers.
- To negotiate and administer collective bargaining agreements for managers in represented bargaining units.
- To have and possess all powers, and to do all things necessary, to promote and protect the individual, common, mutual, and collective interests of the Association members, represented managers and of the Association itself.
3. NONPROFIT OPERATION.
A.The Association does not contemplate pecuniary gain or profit to its members and is organized for nonprofit purposes.
B. Notwithstanding any of the statements of purpose and powers contained in these Bylaws, this Association shall not, except to an insubstantial degree, engage in the activities or exercise any powers that are not in furtherance of the specific purposes of the Association.
The principal office of the Association shall be located at 870 Market Street, Suite 840, San Francisco, CA 94102. The Board of Directors may, at any time, establish substitute, branch or subordinate offices at any place or places where the Association is qualified to conduct business. The mailing address for the Association is 870 Market Street, Suite 840, San Francisco, CA 94102.
5. ASSOCIATION OBLIGATIONS
Association Obligations include but are not limited to:
- Organizing new units and/or classifications;
- Contract negotiations and enforcement; and
It is the general policy of MEA to provide one (1) hour consultation per issue with MEA’s retained legal counsel for disciplinary matters as well as consultation with MEA staff.
Members or represented individuals shall direct inquiries regarding employee/employer relations to staff, and shall have the right to appeal any matter to the Board, pursuant to Article 16, GRIEVANCE COMMITTEE.
6. NO DISCRIMINATION
No member of the Association (“Member”) shall be favored or discriminated against, directly or indirectly, in any facet of Association membership, right, privilege or benefit because of the Member’s race, color, creed, national origin, religion, sex, sexual orientation or political affiliation.
A. Good Standing. For purposes of these Bylaws, a “Member in Good Standing” shall be defined as a Member who has submitted to the Association their membership application and dues deduction authorization form prior to any regular or special meeting of the Members, who is not suspended and whose membership has not been terminated, and who has complied with all other applicable requirements of membership in the Association.
B. Classes of Membership. The Board of Directors shall review all applications for membership in the Association. If an application is accepted, the Board of Directors shall classify each Member according to the following classes of membership:
(1.) Regular Members. A “Regular Member” is any person employed in a management position with a governmental agency of the City or County of San Francisco, the San Francisco Superior Court, or the San Francisco Housing Authority whose classification has been assigned to a bargaining unit represented by the Association and whose application has been accepted by the Board of Directors. A Regular Member shall pay dues, may serve on the Board of Directors and hold office, serve on committees, and is eligible to vote on issues of the Association, all as herein provided.
(2.) Associate Members. An “Associate Member” is any person who is employed in a management position with a governmental agency of the City or County of San Francisco, the San Francisco Superior Court, or the San Francisco Housing Authority whose classification has not been assigned to a Bargaining Unit and whose application has been accepted by the Board of Directors. An Associate Member shall pay dues and shall be eligible to vote on issues of the Association, all as herein provided.
(3.) Retired Members. A “Retired Member” is any person who was a Regular Member or Associate Member of the Association, and has retired from their management position with a governmental agency of the City and County of San Francisco, the San Francisco Superior Court, or the San Francisco Housing Authority. A Retired Member shall not be required to pay regular dues. Retired members who wish to continue to participate in the organization may be assessed an annual administrative fee of $50. Retired Members are not eligible to serve on the Board of Directors, nor may they hold office, and except as otherwise herein provided, are not eligible to vote on issues of the Association.
(4.) Honorary Members. An “Honorary Member” is any person to whom the Board of Directors has awarded honorary membership on behalf of the Association. An Honorary Member shall not be required to pay dues. An Honorary Member is not eligible to serve on the Board of Directors, nor hold office, and except as otherwise herein provided, is not eligible to vote on issues of the Association.
C. “Management Position” Requirement. In considering whether a membership applicant holds a “management position”, the Board of Directors shall take into account the following criteria (without limitation): (a) degree of policy making responsibility, which may include: formulation of policy, coordination and execution of policy, participation in policy formulation, interpreting policy and enforcing policy through subordinates; and (b) coordination of the activities of others (as opposed to performing operations themselves), which may include: planning, organizing, supervising, directing, coordinating and controlling.
D. Termination, Expulsion and Suspension of Membership. Membership in the Association may be terminated, expelled or suspended upon the occurrence of any of the following events:
(1.) Voluntary Resignation. Voluntary resignation of a Member with written notice to the Association.
(2.) Ineligibility. The occurrence of any event that renders a Member ineligible for membership, or the failure of any Member to satisfy the membership qualifications set forth herein or otherwise promulgated by the Association.
(3.) Failure to Pay Dues. The failure to pay dues, fees or assessments (if the Member is so required by these Bylaws) on the due date, unless on leave.
(4.) Expulsion and Suspension. A Member may be expelled or suspended from Membership by a committee of members named by the President and authorized by the Board of Directors to make such a determination (the “Discipline Committee”), if that Committee determines that a Member has in a material and serious manner failed to observe the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association. A member may be fined where a violation of these bylaws results in monetary harm to the Association. Any such fine may not exceed an amount necessary to make the Association whole for the consequences of the wrong doing. The President of the Board of Directors may temporarily suspend a member where s/he has determined the situation warrants immediate suspension. At the next regularly scheduled board meeting, the Board may determine to continue the suspension until such time as a decision is issued on the matter by the Discipline Committee. If the Discipline Committee determines that a reasonable basis exists for the expulsion or suspension of a Member hereunder, the Discipline Committee shall follow the procedure set forth below:
(i) The Discipline Committee shall give the Member fifteen (15) days prior written notice of the proposed expulsion or suspension, which notice shall set forth the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first class or registered mail to the Member’s last address as shown on the Association’s or the City’s or the County’s records.
(ii) The Member shall be given an opportunity to be heard by the Committee, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement shall be considered, by the Discipline Committee.
(iii) Within seven (7) days of the date of consideration by the Discipline Committee of the Member’s challenge to a proposed expulsion or suspension, the Committee shall vote upon the proposed expulsion or suspension. In the event that a majority of the Discipline Committee votes in favor of the proposed expulsion or suspension, the Member shall be suspended or expelled as the Committee so determines.
(iv) Any expelled or suspended Member may appeal a determination of expulsion or suspension by serving a Notice of Intent to Appeal to the full Board of Directors of the Association within twenty (20) days of the effective date of the expulsion or suspension. All appeals shall be subject to hearing before the Board of the Directors. The ruling of the Board of the Directors following the appeal hearing shall be final and binding upon the expelled or suspended Member, and shall represent the final decision of the Association with respect to that matter.
E. Dues. The dues of the Association shall be as recommended by the Board of Directors and approved by a majority of the Regular Members in attendance at the meeting at which the dues increase is noticed as an agenda item. Special assessments on Members must be approved by a majority of Regular Members present at any regular or special meeting of the Membership, provided that the proposed assessment is identified in the notice of the meeting. Except for the Retired Members and Honorary Members (who are not obligated to pay dues or assessments), no Member shall be exempted from the obligation to pay dues and assessments.
8. MEMBERSHIP MEETINGS
(1.) Regular Meetings. Regular meetings of the Members shall be held at least quarterly. The Board of Directors shall determine the dates, times and locations of regular meetings. At least seven (7) days in advance of a regular meeting, the Association shall notify all Members in Good Standing of the date, time and location of the regular meeting. The Board of Directors may cancel any regular meeting; however, two (2) consecutive regular meetings of the Members may not be cancelled except by a two-thirds vote of the Board.
(2.) Special Meetings. Special meetings of the Members may be called by the President or by a majority of the Board of Directors. At least seven (7) days in advance of a special meeting, the Association shall notify all Members in Good Standing of the date, time and place of the special meeting.
(3.) MOU Ratifications. Memorandum of Understandings (MOU’s) shall be presented for ratification at regular or special meetings. Affected members shall be notified in writing at least seven (7) days prior to a ratification meeting. Affected members shall be provided with a summary of all changes to the MOU prior to the start of any regular or special meeting at which an MOU is to be considered.
(4.) Voting. Unless a vote of greater number is required pursuant to these Bylaws, the vote of a simple majority of the Regular Members present at a meeting shall be sufficient to decide any issue presented to the membership. Voting may be by voice or ballot, except that any election of the Board of Directors or officers must be by ballot if, before voting begins, demanded by any Regular Member present at the meeting. All business of the Association conducted at membership meetings shall be conducted on the principle that a Member eligible to vote shall be entitled to cast one (1) vote and no more. The Board of Directors shall provide that original ballots be maintained in the Association’s files for a period of sixty (60) days following the vote. After expiration of the 60-day period, the original ballots may be destroyed, but the results of the votes must be maintained in the Association’s files for one (1) year.
(5.) Voting Eligibility. Only Regular and Associate Members shall be eligible to vote on issues presented by the Association. Only members who are in classifications assigned to a Bargaining Unit represented by the Association shall be eligible to vote on Bargaining Unit matters. Voting to ratify a successor Memorandum of Understanding (MOU) shall be limited to Regular Members who are incumbents in classes assigned to bargaining units covered by the particular MOU and who are present at the ratification meeting.
(6.) Agenda. The notice of a regular or special meeting of the membership shall enumerate the matters to be discussed, and no other business shall be taken up, discussed, or decided upon by the membership at any meeting unless it is enumerated in the notice of said meeting, or otherwise approved by a majority of Regular Members present at the meeting.
(7.) Robert’s Rules. “Robert’s Rules of Order” shall govern the conduct of all meetings of the Association, and shall prevail over any other parliamentary rule not explicitly provided for in the Bylaws.
9. BOARD OF DIRECTORS.
A. Composition. The Board of Directors shall consist of eleven (11) members made up of all four (4) of the officers identified in Section 10 hereof and seven (7) Regular Members in Good Standing, all of whom shall be elected in accordance with Section 11 hereof.
B. Powers. The ultimate administrative authority of this Association shall be vested in the Board of Directors. The President and the Board of Directors shall have the right to delegate the exercise of some administrative powers to the staff of the Organization. Notwithstanding the generality of the foregoing, the duties of the Board of Directors shall be as follows:
1. To meet as often as required for the proper functioning of the Association.
2. To establish goals and objectives for the Association, and work towards those goals and objectives.
3. To formulate and be responsible for the interpretation, administration, and execution of the policies and procedures established by the Board.
4. To fill all vacancies among the Officers and Board Members until the next regular election.
5. To determine the merit of potential action on behalf of a member or the Association.
6. To advise the President.
7. To handle all Association problems that arise at membership meetings and to develop solutions, formulate policies and make recommendations for the good of the membership and the Association
8. To take any appropriate action on business brought before it by committees and staff of the Association
9. To take all actions necessary or appropriate to comply with any laws, regulations or contracts.
10. To recommend dues and assessments for approval by the Members as herein provided.
11. To perform such other duties as are provided or are delegated to the Board of Directors herein or from time to time.
12. To be accountable for the overall direction of the Association.
10. BOARD MEETINGS.
A. Meetings. The Board of Directors shall meet at least once each month, at a time and place to be designated by the President. The Board of Directors shall also meet at such a time and place as may be directed by the President or by a vote of seven (7) directors, upon two (2) days notice duly given to all of the directors.
B. Quorum. A quorum at all Board of Directors meetings shall consist of no less than five (5) directors. Unless otherwise herein provided, each director shall be entitled to cast one (1) vote, and no voting by proxy shall be allowed at any meeting of the Board of Directors.
C. Expenses. The directors may not receive any compensation for their services as such, but may receive reasonable reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors.
The officers of this Association shall be the President, Vice-President, Treasurer and Secretary. All officers must be Regular Members in Good Standing of the Association and be elected in accordance with Section 11 hereof.
A. President. The President shall be the Chief Executive Officer of the Association and shall, subject to the control of the Board of Directors and the Members, as set forth in these Bylaws, be responsible for the general supervision, direction, and control of the business and the officers of this Association. The President shall preside at all meetings of the Members and the Board of Directors, and shall decide questions of order. The President shall appoint departmental and or site representatives who shall serve to disseminate information and to encourage and facilitate eligible employees to join the Association. The President shall also review or sign official reports, certificates, documents, or correspondence that may require the Association’s signature. The President shall make official representation for the Association; provided, however, that the President shall bring all basic policy matters to the Board of Directors for decision before making any official representation thereon.
The President shall have and possess the general powers and duties of management usually vested in the office of the President of a corporation. The President shall have the power to create committees deemed necessary, and shall have the power to appoint to such committees the Chair and Members who are willing to accept said appointment.
B. Vice-President. The Vice-President shall assist the President in the execution of the duties of the President. The Vice President shall perform the duties of the President during any absence of the President.
C. Treasurer. The Treasurer shall review the deposit, collection and disbursement of all funds in accordance with these Bylaws, and shall secure the necessary signatures to the disbursements. The Treasurer shall keep an itemized account of all receipts and disbursements, and prepare or review a monthly report thereof. The Treasurer shall prepare and submit to the Association a proposed annual budget and an itemized statement of all receipts and disbursements in the previous fiscal year. The Treasurer shall render and perform other duties as may be required by the Board of Directors or the membership.
D. Secretary. The Secretary shall review the minutes of the Association to ensure they are accurate and complete minutes of all meetings. The Secretary shall review the names of all members together with their addresses and telephone numbers. The Secretary shall review records of the correspondence and business of the Association. The Secretary shall maintain an official copy of these Bylaws and make copies available to any Member in Good Standing upon request. The Secretary shall perform such other duties as may be required by the Board of Directors or the membership. At the time of expiration, or termination of the Secretary’s tenure of office, the Secretary shall deliver to his/her successor all documents belonging to the Association or to the office of Secretary.
The Officers and the Board of Directors shall have the right to delegate the exercise of administrative powers to the staff of the Organization
12. ELECTIONS AND VACANCIES OF BOARD OF DIRECTORS.
A. Composition; Initial Directors. The Board of Directors shall consist of the following eleven (11) Members of the Association: the President, Vice President, Treasurer, and Secretary and seven (7) Regular Members in Good Standing duly elected by the Members in accordance with these Bylaws. The initial directors are: EILEEN HIRST, DAVID GERMAN, MARY FITZPATRICK, RAFAEL CENTENO, FLORENCE CHENG, MARK CULKINS, MARTHA KNUTZEN, SHARYN SASLAFSKY, MATT SMYTH, and BOB THOMAS, each of whom shall serve until their successors have been selected.
B. Nominating Committee; Nominations; Elections. The Association shall have a nominating committee which shall consist of three (3) Regular Members in Good Standing appointed by the President. If the President is up for election, an officer of the Association who is not standing for re-election shall appoint the three (3) Regular Members in Good Standing. No member accepting appointment to the Nominating Committee is eligible for candidacy in that election. The Nominating Committee shall prepare a list of nominees for the Board of Directors and Officers of the Association, and shall distribute such list to each Regular Member in Good Standing at least thirty (30) days prior to the first quarter general membership meeting of the fiscal year. Additional nominations may be made by Regular Members in Good Standing during the first quarter general membership meeting of each year. To be eligible for elections, such nominations, must be accompanied by a petition of support signed by fifty (50) active members. The Board of Directors and Officers shall be elected by a majority vote of the Regular Members in Good Standing present at the second quarter general membership meeting of each year. Directors shall be installed and assume the responsibilities of their offices immediately upon election.
C. Term of Office. The term of office for Officers and Directors of the Association shall be four (4) years.
D. Initial Terms. Upon election at the second quarter general membership meeting of fiscal year 2012-2013, the Directors shall be classified into two groups for the purpose of providing, as nearly as numerically possible, for the election of one-half of the Board of Directors every two (2) years. The first group shall consist of Five (5) directors whose initial term of office shall continue through the first quarter general membership meeting of fiscal year 2014-2015. The second group shall consist of Six (6) directors whose initial term of office shall continue through the first quarter general membership meeting of fiscal year 2016 -2017. The officers shall be divided evenly between the two groups.
E. Successive Terms. An officer or director may succeed himself or herself in office, and there shall be no limit to the number of consecutive terms they may serve.
F. Vacancies. A vacancy on the Board of Directors shall be filled by the President of the Boardwithin thirty (30) days of the occurrence of the vacancy, and subject to the approval of a majority of directors. In the event the vacant position is the Presidency, a majority of the directors will select a replacement. Each director or officer so appointed shall hold office until his or her successor is duly elected or appointed, as the case may be.
G. Election Schedules. Except as provided above for the initial terms, the term of office of each officer or director of the Association shall be four (4) years and until his or her successor has been selected and seated.
13. REMOVAL OF OFFICERS AND DIRECTORS.
Officers or Directors may be removed for cause, including repetitive unexcused absences as determined by two-thirds vote of the Board. The President may temporarily suspend a Board member where s/he has determined the situation warrants immediate suspension, i.e. for cause. At the next regularly scheduled board meeting, the Board may determine to continue the suspension until such time as a decision is issued on the matter following a just cause hearing. The Board of Directors may temporarily suspend the President of the Board by a vote of eight directors. At the next regularly scheduled board meeting, the Board, by a vote of eight directors, may determine to continue the suspension until such time as a decision is issued on the matter following a just cause hearing.
A. Right of Indemnity. To the fullest extent permitted by law, the Association shall indemnify its officers, employees and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as the term is used in that section, and including an action by or in the right of the Association, by reason of the fact that the person is or was a person described in that section. “Expenses”, as used in these Bylaws, shall have the same meaning as in Section 7237(a) of the California Corporations Code.
B. Approval of Indemnity. On written request to the Board of Directors by any person seeking indemnification pursuant to Section 10(A), the Board of Directors shall promptly determine whether the applicable standard of conduct has been met, and, if so, the Board of Directors shall authorize indemnification. If the Board of Directors cannot authorize indemnification because the number of members who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board of Directors shall promptly call a meeting of the Regular Members in Good Standing. At that meeting, the Regular Members in Good Standing shall determine whether the applicable standard of conduct has been met and, if so, the Regular Members in Good Standing present at that meeting in person shall authorize indemnification. (Section 7237 of the California Corporations Code)
C. Advancement of Expenses. To the fullest extent permitted by law, and except as otherwise determined by the Board of Directors, in any specific instance, expenses incurred by a person seeking indemnification under this Section, in defending any proceeding covered by this Section, shall be advanced by the Association before final disposition of the proceeding, on receipt by the Board of Directors of an undertaking by or on behalf of that person, that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses.
D. Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its directors, officers, employees and other agents, against any liability asserted against or incurred by any director, officer, employee or agent in such capacity or arising out of the director’s, officer’s, employee’s or agent’s status as such.
Association funds shall be expended only in accordance with the Association’s annual budget, which shall be prepared by the Treasurer, approved by the Board and presented to the Regular Members in Good Standing at the fourth quarter general membership meeting of the preceding fiscal year. The Board of Directors may authorize the Association to modify the budget in its reasonable discretion; provided, however, that an increase in the budget in excess of twenty percent (20%) over the approved budget shall require the approval of Regular Members in Good Standing at a meeting at which the budget modification is noticed. The Board of Directors shall present a complete financial report to the membership at the first quarter general membership meeting of the following fiscal year.
16. GRIEVANCE COMMITTEE.
A. General Powers. The Grievance Committee shall, upon written request by a member of the Association, review a grievance or disciplinary appeal that the member may have against the City and County of San Francisco, the San Francisco Superior Court, or the San Francisco Housing Authority. The review will be conducted for the purpose of determining whether the Association’s decision to not pursue or to settle a grievance or disciplinary appeal should be modified, revised or revoked. If the Association does not receive a written request for review of a grievance or disciplinary appeal within 30 days from the date the Association sent written notification to the member of its decision to not pursue or to settle the grievance or disciplinary appeal, the Member shall be deemed to have waived any right to raise any claim, in any form, arising out of such decision. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first class or registered mail to the Member’s last address as shown on the Association’s or the City and County’s records.
B. Composition of Committee. The Grievance Committee shall be comprised of three (3) Members in Good Standing of the Association named by the President. The Grievance Committee members shall serve as needed. An officer of the Association shall not be precluded from serving on the Grievance Committee.
C. Procedures. The procedures of the Grievance Committee shall be governed by these Bylaws and the findings and recommendation adopted by the committee shall be final unless an appeal is filed with the Board of Directors. The committee shall review all written documents, memoranda and reports submitted by the Member in addition to giving the Member, and any persons wishing to speak on his/her behalf, the opportunity to support the Members’ request. The Grievance Committee shall, within ten (10) days after taking the matter under submission, notify the Member and the Board of Directors of its findings and recommendations. The committee may make recommendations, as it deems appropriate under the circumstances. The Board of Directors shall, at its next regular or special meeting, review the recommendations and findings of the Grievance Committee and adopt or reject in whole or in part the findings of the Grievance Committee and issue their decision thereon. The Board of Directors may take any other action it deems appropriate under the circumstances. The decision of the Board of Directors shall be final and binding.
D. Grievance Timelines. During the pendency of the review of the grievance by the committee and/or the Board, the Association shall be responsible for protecting the grievance timeline requirements and shall process the grievance in accordance with the MOU between the Association and the City and County of San Francisco, the San Francisco Superior Court or the San Francisco Housing Authority. The Association has the authority to withdraw the grievance as well as implement any other recommendation made by the MEA Grievance Committee and adopted by the Board of Directors. The decision of the Board of Directors shall be final and binding.
17. FINAL AND BINDING ARBITRATION
A. In the event any Member has a claim or dispute with the Association, other than pertaining to termination and suspension of membership as defined in Article 7, Section D and review of a grievance or disciplinary appeal as defined in Article 16, Section A, the claim or dispute shall be submitted to final and binding arbitration within one month of the time such matter arises. Such arbitration shall be the exclusive forum for any such claim or dispute. If the Association does not receive a written request for arbitration within 30 days from the date the claim or dispute arose, the Member shall be deemed to have waived any right to raise any claim, in any form, arising out of such claim or dispute.
B. The exclusive remedy in arbitration shall be:
i) To seek rescission of any act that is deemed to have been wrongly undertaken by the Association, or
ii) To force the Association to perform tasks required of it under its Bylaws and any effective resolutions.
C. There shall be no claim for damages, actual or punitive.
D. Within thirty (30) days of receiving notice, the Board and Member shall agree upon an arbitrator. A list of arbitrators shall be provided to the Member at least ten (10) days after the request for arbitration is received by the Association. If the parties fail to agree on an arbitrator from the list, the Board and Member shall alternately strike from the list until only one name remains, the party striking first to be determined by a toss of a coin. The final name remaining on the list shall be asked to serve. If that person is unable or unwilling to act as the arbitrator, then the next final name stricken shall be asked to serve, and so on, until an arbitrator has consented to serve.
E. Arbitration will commence as soon thereafter as the arbitrator is available.
F. The arbitrator shall have no authority to add to, ignore, modify or amend the terms of these Bylaws.
G. The decision of the arbitrator shall be final and binding on all parties to the arbitration.
The properties and assets of this nonprofit association are irrevocably dedicated to nonprofit purposes. No part of the net earnings, properties, or assets of this association, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, director, officer or employee of this association. Upon dissolution, all remaining properties and assets of the Association shall be distributed and paid over to an organization dedicated to nonprofit purposes which has established its tax-exempt status under Internal Revenue Code Section 501(c) or equivalent statute.
These Bylaws may be amended by a majority vote of the Regular Members in Good Standing present and voting at any regular meeting, provided that a copy of the proposed amendment shall have been circulated, together with a copy of the pertinent section of the Bylaws to be amended, as part of the meeting notice and agenda at least seven (7) days prior to the regular meeting at which the amendment is to be acted upon. An amendment of these Bylaws may be proposed by the Board of Directors or by ten percent (10%) of the Regular Members in Good Standing, provided that such amendment is first presented to the Board of Directors for review and revision as the Board of Directors deems appropriate prior to submission to the membership.
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of the Association; and
2. That the foregoing bylaws comprising 13 pages constitute the Bylaws of said Association.
IN WITNESS WHEREOF, I have hereunto subscribed my name on ______________, 2010.