Constitution and Bylaws of the National Association of Science Writers, Inc.

ARTICLE I. — General

Section 1. NAME OF ORGANIZATION. This organization shall be known as the National Association of Science Writers, Inc. (the "Association" or “NASW”).
Section 2. PURPOSE OF ORGANIZATION. This organization shall foster the dissemination of accurate information regarding science and technology through all media normally devoted to informing the public; and shall foster the interpretation of science and its meaning to society, in keeping with the highest standards of journalism. In addition, this organization shall foster and promote the professional interests of science writers.

ARTICLE II. — Membership

Section 1. CLASSES OF MEMBERSHIP. There shall be four classes of membership in the Association: Professional, Honorary, Affiliate and Student. Unless otherwise specified in these bylaws (for example, by use of the phrase “any class” of members), references in these bylaws to “members” or the “membership” shall mean Professional members. The designation and characteristics of each class and the qualifications and rights of, and limitations upon, the members of each class may be set forth herein or in a resolution of the Board.
Section 2. REQUIREMENTS FOR PROFESSIONAL MEMBERSHIP. Professional members shall be people who are professional science writers or instructors of science writing. This includes — but is not limited to — journalists, authors, editors, producers, public information officers, and people who write and produce films, audio, museum exhibits and programs, and other material intended to inform the public about science and technology.
Section 3. REQUIREMENTS FOR HONORARY MEMBERSHIP. Honorary membership may be extended to those who have notably aided the purposes of this organization as expressed in Article I, Section 2.
Section 4. REQUIREMENTS FOR STUDENT MEMBERSHIP. Student members shall be enrolled in a school or degree program.
Section 5. REQUIREMENTS FOR AFFILIATE MEMBERSHIP. Affiliate Members shall be individuals who have a strong personal interest in science writing as a profession and who uphold the aims and mission of the organization and who do not fit into one of the above classes of membership. Affiliate members shall meet any other requirements that may be set forth in a resolution of the Board from time to time.
Section 6. RIGHTS OF MEMBERS. Professional members shall have full voting privileges. Student members, Affiliate members and Honorary members may not vote or hold office.
Section 7. RIGHTS OF INSPECTION. Any member who has been a member of record for at least six months immediately preceding their demand shall have the right to examine in person or by agent or attorney, during usual business hours, minutes of the proceedings of the Association's members and list or record of members and to make copies from such records. An inspection may be denied to such member upon such member’s refusal to furnish to the Association, its transfer agent or registrar an affidavit that such inspection is not desired and will not be used for a purpose which is in the interest of a business or object other than the business of the Association and that such member has not within five years given, sold or offered for sale any list or record of members of the Association or any other professional association or aided or abetted, or attempted or offered to aid or abet, any person in procuring any such list or record of members for any such purpose.
Section 8. ANNUAL AND REGULAR MEETINGS. The Association shall have an annual meeting of members at a time and place designated by the Board. The Association may have other regular meetings of members at such times and places as may be designated by the Board.
Section 9. SPECIAL MEETINGS. Special meetings may be called at the direction of the Board or president. A group, consisting of a minimum of 10 percent of the members, may petition, in writing, the secretary to call a special meeting on a date not less than two months nor more than three months following the date of the petition. The secretary upon receiving the petition shall give notice of such meeting, or if the secretary fails to do so within five business days thereafter, any member signing such petition may give such notice. If, for a period of one month after the date fixed under the bylaws for the annual meeting of members or, if no date has been so fixed, for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the Association, the Board shall call a special meeting for the election of directors. If such special meeting is not called by the Board within two weeks after the expiration of such period or if it is so called but there is a failure to elect such directors for a period of two months after the expiration of such period, the provisions of Section 604 of the New York Not-for-Profit Corporation Law (the “N-PCL”) shall apply.
Section 10. NOTICE OF MEETINGS. The secretary shall make sure that members are given written notice of each membership meeting that states the place, date and hour of the meeting (a) personally, by first class mail, by facsimile telecommunication or by electronic mail at least 10 days, but no more than 50 days, in advance; or (b) by other class of mail at least 30 days, but no more than 60 days, in advance. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the member at their address as it appears on the record of members, or, if they shall have filed with the secretary a written request that notice to them be mailed to some other address, then directed to them at such other address. If sent by facsimile telecommunication or mailed electronically, such notice is given when directed to the member’s fax number or electronic mail address as it appears on the record of members, or, to such fax number or other electronic mail address as filed with the secretary. Notwithstanding the foregoing, such notice shall not be deemed to have been given electronically (1) if the Association is unable to deliver two consecutive notices to the member by facsimile telecommunication or electronic mail; or (2) the Association otherwise becomes aware that notice cannot be delivered to the member by facsimile telecommunication or electronic mail. If the meeting is a special meeting, the notice shall indicate that it is being issued by or at the direction of the person or persons calling the meeting and state the purpose or purposes for which the meeting is called.
Section 10. QUORUM. Members entitled to cast 100 votes or 10 percent of the total number of votes entitled to be cast, whichever is less, shall constitute a quorum.
Section 11. VOTING. Except where otherwise specified in these bylaws or required under applicable law, (a) all actions of the Association shall be determined by the Board, and (b) whenever any corporate action, other than the election of directors, is to be taken by vote of the members, it shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon, if a quorum is present at such time. A member may cast their vote by proxy in any election of directors or officers, or for any other matter specified in these bylaws or specified by the Board.

ARTICLE III. — Board of directors

Section 1. POWERS. The Association shall be managed by its Board of Directors (the "Board").
Section 2: NUMBER AND QUALIFICATIONS. In addition to the four ex officio directors described in Article IV of these bylaws, the Board shall also consist of 11 Board members at large. Any Professional Association member, at least 18 years of age, is eligible to serve as a Board member. As used in these bylaws, the phrase “entire Board” means 15 directors.
Section 3. TERM OF OFFICE. All at-large Board members shall serve for two years commencing no more than 4 months following their election and until a successor director has been elected and qualified.
Section 4. NOMINATION PROCESS. The Nominating Committee shall nominate at least 15 members to run for at-large seats on the Board. A group of 20 or more members may nominate by petition to the Nominating Committee Board members. These nominees must meet the requirements as set forth in Section 2 of this Article III. All nominations, whether by the Nominating Committee or by petition, shall be forwarded to the executive director no less than 6 months prior to the end of the current Board members' terms.
Section 5. ELECTION OF BOARD MEMBERS AT LARGE. The Board will set the timing of the biennial NASW elections of Board members at-large within the six months prior to an annual meeting of members. The executive director shall cause to be prepared and sent to all members a proxy form reflecting all nominations made in conformance with this Article III. Board members shall be elected at an annual meeting by a plurality of the votes cast by members entitled to vote in the election, if a quorum is present at such time.
Section 6. VACANCIES. A vacancy or vacancies in the Board shall be deemed to exist in case of (a) the death, resignation or removal of any director; or (b) the increase of the authorized number of directors. Any director may be removed with cause by vote of the members or the directors at a duly held meeting. Such vacancy or vacancies shall be filled by vote of the members at a regular or special meeting.
Section 7. PLACE OF MEETINGS OF THE BOARD. Meetings of the Board shall be held at any place within or outside the State of New York that has been designated from time to time by the Board.
Section 8. REGULAR MEETINGS. Regular meetings of the Board may be held without notice on such dates and at such times as may be fixed from time to time by the Board.
Section 9. SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by (a) the President; or (b) any director upon the written demand of no less than one-fifth of the entire Board. Notice of the time and place of each special meeting of the Board shall be sent to each director via electronic mail or first- class mail, postage prepaid, addressed to them at their residence or usual place of business (or at such other address as they may have designated in a written request made to the secretary) or shall be communicated to each director via facsimile transmission at their residence or usual place of business, at least four days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given personally, by telephone, by electronic mail or by facsimile transmission, no less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours.
Section 10. WAIVER OF NOTICE. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to them. Such waiver of notice may be written or electronic. If written, the waiver must be executed by the Director by signing such waiver or causing their signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director.
Section 11. QUORUM AND VOTING. A majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Unless otherwise provided by applicable law or these bylaws, the vote of a majority of the directors present at the time of a vote, if a quorum is present at such time, shall be the act of the Board. Directors who are present at a meeting but not present at the time of a vote due to a conflict of interest or related party transaction shall be determined to be present at the time of the vote for purposes of calculating a quorum.
Section 12. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board who are not physically present at a meeting of the Board may participate by means of a conference telephone or similar communications equipment or by electronic video screen communication. Participation by such means shall constitute presence in person at a meeting as long as all persons participating in the meeting can hear each other at the same time and each director can participate in all matters before the Board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the Board.
Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the director by signing such consent or causing their signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the director. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
Section 14. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting of the Board to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent or other directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Section 15. COMMITTEES OF THE BOARD. These bylaws or the Board, by resolution adopted by a majority of the entire Board, may create one or more committees of the Board, each consisting of three or more directors and no one who is not a director, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the entire Board. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. A committee of the Board shall have all the authority of the Board, to the extent provided in the Board resolution or these Bylaws, except that no committee of any kind shall have authority as to the following matters or as to any other matters that may be specified in Section 712(a) of the N-PCL as matters as to which no committee shall have authority: (a) the submission to members of any action requiring members' approval under the N-PCL; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws or the adoption of new bylaws; and (e) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.
- 1. Executive Committee: The Executive Committee shall be a committee of the Board composed of the four ex officio directors as described in Article IV. Except as provided in Section 15 of this Article, the Executive Committee shall have the power to act in place of the Board between Board meetings on routine corporate matters.
Section 16. COMMITTEES OF THE CORPORATION. The Board may from time to time create non-Board committees of the corporation as it deems appropriate. Unless otherwise provided herein or by resolution of the Bourd or the members, (a) the Board shall appoint the initial members of such committees, and, thereafter, (b) each such committee shall, by majority vote, elect its members. The members of such committees may be directors and/or persons who are not directors. Such committees shall have such authority as designated by the Board, but such committees shall not be deemed committees of the Board and shall not exercise any powers of the Board. Notice of, and procedures for, meetings of committees of the corporation shall be as prescribed by the chairman of each such committee, and meetings of any committees of the corporation may be called by the President or the chairman of such committee. No such committee of the corporation shall have the authority to bind the Board.

ARTICLE IV. — Officers

Section 1. OFFICERS. The elected officers of the Association shall consist of a president, a vice-president who shall be president-elect, a treasurer, and a secretary, who shall all be ex officio directors. A substantial majority of an officer's science-writing activities shall be journalism. Officers may not write press releases or otherwise act on behalf of an institution or company to affect media coverage while they serve in office. Officers who engage in such activities shall notify the Board immediately. They may remain on the Board, but the Board shall appoint another fully qualified member to carry out the officer duties. No employee of the Association shall serve as President unless permitted by and in accordance with Section 713 of the N-PCL.
Section 2. NOMINATION PROCESS. The Nominating Committee, which shall be a committee of the corporation, shall nominate one member for vice-president/president-elect, one member for secretary, and one member for treasurer. The membership and nominating committees may request material from candidates to identify those who would qualify as officers, as set forth in Section 1 of this Article IV. The Membership Committee shall determine which nominees meet the qualifications for officer. A group of 20 or more members may nominate by petition to the Nominating Committee members for vice-president/president-elect, secretary, and treasurer. These nominees must meet the requirements as set forth in Section 1 of this Article IV, as determined by the Membership Committee. All nominations of an officer, whether by the Nominating Committee or by petition, shall be forwarded to the executive director no less than six months prior to the end of the current officer's term.
Section 3. ELECTION OF OFFICERS. The officers of this Association shall be elected by a vote of the members. Vacancies of such offices may be filled by vote of a majority of Board members then in office or by a vote of the members at a regular or special meeting.
Section 4. TERM OF OFFICE. All officers shall serve for two years following their election and until a successor officer has been elected and qualified; provided, that each individual elected as a vice-president shall serve as vice-president for two years and then as president for two years, for a total term of four years.
Section 5. DUTIES OF THE PRESIDENT. The president shall: (a) Preside over all meetings of the Association; (b) Call special meetings when they are considered advisable; (c) Call to the attention of the membership any development threatening the functions of the organization or of its members, or any method of improving the activities of the Association; (d) Appoint Nominating Committee; (e) Arrange for participation of the Association in other meetings and conferences as needed; and (f) Represent the Association in any activities in which the Association may be involved, or arrange for such representation.
Section 6. DUTIES OF THE VICE-PRESIDENT. The vice-president shall: (a) Assume the functions of the president when the president is unable to perform them, or when the president chooses to delegate them; and (b) Serve as president-elect, and assume the presidency when the president completes their term or otherwise leaves office.
Section 7. DUTIES OF THE SECRETARY. The secretary shall: (a) Record the proceedings of all meetings of the Association and provide each Board member with a copy of the minutes of any Board meeting within one month after such meeting; and (b) Write a summary of the annual meeting and any other meeting of the members to be circulated to the membership and filed as the minutes of a meeting of the members.
Section 8. DUTIES OF THE TREASURER. The treasurer shall (a) Plan an annual budget to be considered by the Board; and (b) Transmit to the membership an annual summary of the financial status of the Association, as further described in Article X, Section 3.

ARTICLE V. — Membership process

Section 1. ACCEPTANCE OF NEW MEMBERS. A Membership Committee shall judge all classes of membership applications whenever questions arise about an applicant's qualifications. If the committee rejects an applicant, the committee shall inform the candidate of the reason for doing so. Decisions of the Membership Committee may be appealed to the Executive Committee.
Section 2. HONORARY MEMBERS. Honorary members, nominated by the Board or by petition submitted to the Board and signed by no fewer than 20 members, shall be elected by the members at a regular meeting.

ARTICLE VI. — Membership Dues

Section 1. DUES. Membership dues for all classes shall be fixed from time to time by vote of the Board.
Section 2. ARREARS. A member of any class whose dues remain unpaid by February 28 shall be considered in arrears. A member of any class in arrears shall have all services suspended and may not vote until dues and any applicable fees are paid in full.

ARTICLE VII. — Membership Sanctions

Section 1. NOTICE OF TERMINATION OF MEMBERS FOR NONPAYMENT OF DUES. Any member who remains in arrears regarding payment of dues for 12 months shall be given 30 days' notice that if dues are not paid at the end of the 30-day period, their membership shall be terminated. In each case, the executive director shall give the delinquent member notice by any method reasonably calculated to provide actual notice.
Section 2. TERMINATION OF MEMBERS. A membership of any class shall terminate on occurrence of any of the following events: (i) resignation of the member; (ii) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (iii) the member's failure to pay dues, fees, or assessments as set by the Board within the 30-day notice period as described in Section 1 (but such a terminated member may re-apply for membership after satisfying all payments in arrears); or (iv) conduct substantially prejudicial to the purposes and interests of the Association, as determined under Section 4 of Article VII of these bylaws. Substantially prejudicial conduct may include, but is not limited to, actions contrary to NASW’s Code of Ethics, Operating Principles, or Meeting and Conference Code of Conduct.
Section 3. SUSPENSION OF MEMBERS. A member of any class may be suspended or have certain privileges of membership revoked for a limited time for conduct substantially prejudicial to the purposes and interests of the Association, as determined under Section 4 of Article VII of these bylaws.
Section 4. PROCEDURES FOR SUSPENSION OR TERMINATION OF MEMBERSHIP
- (a) Complaints by Members
  The Board shall appoint a Standing Ethics Committee at the start of each fiscal year. Members of the Standing Ethics Committee may be called upon to act on complaints concerning NASW members. No member of the Standing Ethics Committee shall be a current member of the Board.
  
  If one or more members of the Association (the “Reporter”) believes in good faith that the conduct of a member (the “Subject”) is substantially prejudicial to the best interests of the Association, the Reporter may deliver a signed, written complaint (a “Complaint”) to the Executive Director or to any Board member (the “Administrator”). Substantially prejudicial conduct may include, but is not limited to, actions contrary to NASW’s Code of Ethics, Operating Principles, or Meeting and Conference Code of Conduct.
  
  Upon receiving a Complaint, the Administrator shall determine whether any relationship exists between any member(s) of the Standing Ethics Committee or the Board (a “Conflicted Member”), on the one hand, and the Reporter or the Subject, on the other hand, which could reasonably be expected to impair such Standing Ethics Committee member(s)’ or Board member(s)’ ability to review the Complaint in an unbiased manner. (The Subject of a Complaint will always be a Conflicted Member with respect to that Complaint.) The Administrator shall then forward the Complaint to all members of the Board who are not Conflicted Members. The Board shall then appoint a minimum of three (3) members to a Review Committee, to be composed of current Board members and Standing Ethics Committee members, with a majority of Standing Ethics Committee members. No member of the Review Committee shall be a Conflicted Member. The Review Committee shall be a Committee of the Corporation as described in Article III, Section 16.
  
  Upon receiving a Complaint from the Administrator, the Review Committee shall undertake a preliminary investigation to determine the merit of the Complaint. If the Review Committee determines that the Complaint has merit, it shall recommend to the Board (excluding any Conflicted Member from such communication) that the Review Committee undertake a full investigation. Upon approval by the Board, the Review Committee shall proceed with a full investigation. Details of the Review Committee’s investigation process shall be spelled out in the Standing Ethics and Review Committee Polices and Procedures, and may include, but is not limited to, consulting the Subject and/or other persons who may have knowledge or information relevant to the Complaint, collecting evidence, consulting legal counsel, etc.; provided, however, that the Review Committee shall not, without the prior approval of the Board, enter into any material contracts or arrangements, including but not limited to engagement letters with legal counsel, accountants or other professionals, initiate communications with law enforcement or government authorities, or engage in other activities that materially impact NASW or expose NASW to material financial or legal liability.
  
  Complaints will be handled with sensitivity and discretion. Complaints will remain confidential to the extent allowed by the circumstances and the law, consistent with NASW’s need to investigate, correct and prevent misconduct. Based on the results of the full investigation, the Review Committee shall vote whether or not to proceed with the Complaint. An affirmative vote of a majority of members of the Review Committee is required to proceed with the Complaint.
  
  Should the Review Committee vote to proceed with the Complaint, the Committee shall provide the Board (excluding any Conflicted Member), for the Board’s approval, a draft notice of the Complaint to the Subject (the “Notice of Complaint”), which should include sufficient detail for the Subject to mount a defense. If the Board approves the Notice of Complaint, the Board shall send a copy of such notice to the Subject.
  
  Upon receiving the Notice of Complaint, the Subject may choose to submit a formal written response (the “Response”) or schedule a hearing before the Board, according to the Standing Ethics and Review Committee Policies and Procedures. After such hearing or receipt by the Board of the Response, or, if the Subject does not submit a Response or request a hearing within 30 days from the date of the Notice of Complaint after good faith efforts by the Board to make contact with the Subject, barring emergency circumstances, the Board will discuss and vote on a proposed sanction. An affirmative vote by no fewer than two-thirds of the Board members who are present at the time of a vote and who are not Conflicted Members, if a quorum is present at such time, is required to sanction a member or terminate membership.
  
  The Board must notify the Subject of its decision and any sanction(s) (the “Notice of Decision”) within 14 days of the hearing, of the Board’s receipt of the Response, or of the close of the 30-day period from the date of the Notice of Complaint, whichever is applicable. Upon receipt of the Notice of Decision, the Subject shall have 14 days to appeal the Board’s decision by writing to the Review Committee with reasons for the appeal, which must include new evidence or extenuating circumstances. If the Subject does not so appeal, such decision by the Board and any sanction(s) shall be deemed to take effect as of the date of the Notice of Decision. If the Subject does appeal, the Review Committee will investigate the appeal and make a recommendation to the Board, within 14 days of the Review Committee’s receipt of such appeal, to uphold, amend, or remove the sanction(s). Upon receipt of the Review Committee’s recommendation, the Board shall determine whether to amend or remove the sanction(s). An affirmative vote by no fewer than two-thirds of the Board members who are present at the time of a vote and who are not Conflicted Members, if a quorum is present at such time, shall be required to amend or remove the sanction(s). If the Board does not vote to amend or remove the sanction(s), the Board’s decision and any sanction(s) set forth in the Notice of Decision shall stand. The Board shall notify the Subject of the Board’s decision on the appeal (the “Notice of Decision on Appeal”) within 14 days of such Board vote. Such decision by the Board shall be final and shall take effect immediately upon the date of the Notice of Decision on Appeal.
  
  Nothing in this Article VII shall affect the ability of the Board or the members to remove an officer or director in their capacity as such, as otherwise provided by law or these bylaws. In addition, nothing in this Section 4 shall prevent NASW from taking corrective action against a member in accordance with NASW’s policies and procedures, including but not limited to the Meeting and Conference Code of Conduct; provided, however, that if such corrective action includes sanctioning or terminating a member, the procedures described in this Section 4 must be followed. The Board, in its sole discretion, shall resolve any disputes as to whether a corrective action amounts to a sanction that triggers the procedures described in this Section 4.
- (b) Complaints by Non-Members
  
  Any complaints by non-members that the conduct of a member is substantially prejudicial to the best interests of the Association shall be directed to the Executive Director or to any member of the Board. Upon receipt of such a complaint, the Executive Director or Board member, as applicable, shall determine, in consultation with the Board and the Standing Ethics Committee (excluding Conflicted Members), whether to initiate any or all of the procedures set forth in this Section.
- (c) Whistleblower Policy
  NASW maintains a Whistleblower Policy, pursuant to which whistleblowers may report suspected fraudulent or dishonest use or misuse of NASW’s resources or property by staff, officers, Board members, consultants, or volunteers. Such reports must be made pursuant to the terms of such policy, and are not covered by the procedures described in this Section; provided, however, that if NASW intends to take corrective action under such policy that includes sanctioning or terminating a member, the procedures described in this Section must be followed.

ARTICLE VIII. — RELATED PARTY TRANSACTIONS AND CONFLICT OF INTEREST POLICY

Section 1. DEFINITIONS. A “related party transaction” is any transaction, agreement or any other arrangement in which a related party has a financial interest and in which the Association or any affiliate of the Association is a participant. A “related party” is (i) any Director, Officer or key person; (ii) any relative of any individual described in clause (i) above; or (iii) an entity in which any of the above individuals has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent. A “key person” means any person, other than a Director or Officer, whether or not an employee of the Association, who (i) has responsibilities, or exercises powers or influence over the Association as a whole similar to the responsibilities, powers, or influence of Directors and Officers; (ii) manages the Association, or a segment of the Association that represents a substantial portion of the activities, assets, income or expenses of the Association; or (iii) alone or with others controls or determines a substantial portion of the Association’s capital expenditures or operating budget. A “relative” of an individual is (i) their spouse or domestic partner, (ii) their ancestors, siblings, children, grandchildren, great-grandchildren; or (iii) the spouse or domestic partner of their siblings, children, grandchildren, or great-grandchildren. A “substantial financial interest” is one that, based on all the facts and circumstances, is determined by the Board or an authorized committee thereof to be significant to the related party. For purposes of this Article, other terms have the meanings assigned to them in Section 102(a) of the N-PCL.
Section 2. PROCEDURES FOR RELATED PARTY TRANSACTIONS. Before the Association may enter into any related party transaction, the following procedures must be followed: (a) Any Director, Officer, or key person who has an interest in a related party transaction shall disclose that interest in good faith to the Board or an authorized committee thereof, and the material facts concerning such interest; (b) No related party may participate in deliberations or voting relating to a related party transaction in which they have an interest; provided that the Board or authorized committee may request that a related party present information as background or answer questions concerning a related party transaction at a Board or committee meeting prior to the commencement of deliberations or voting relating thereto; (c) The Board or authorized committee thereof must determine that the transaction is fair, reasonable, and in the Association’s best interest; and (d) The Board or authorized committee thereof must contemporaneously document in writing the basis for the Board or authorized committee’s approval, including its consideration of any alternative transactions.
Section 3. PROCEDURES FOR RELATED PARTY TRANSACTIONS INVOLVING A SUBSTANTIAL FINANCIAL INTEREST. In addition to the procedures in Section 2 above, before the Association may enter into any related party transaction in which a related party has a substantial financial interest, the Board or authorized committee thereof must: (a) Consider alternative transactions to the extent available, determine that the transaction is fair, reasonable, and in the Association’s best interest, and approve the transaction by not less than a majority vote of the directors or committee members present at the meeting; and (b) Contemporaneously document in writing the basis for the Board or authorized committee’s approval, including its consideration of any alternative transactions.
Section 4. CONFLICT OF INTEREST POLICY. The Corporation shall maintain a Conflict of Interest Policy that complies with the requirements of applicable law.

ARTICLE IX. — Constitutional and bylaws amendments

Section 1. AMENDMENTS. a) An amendment to this constitution and bylaws may be proposed by the vote of three-fourths of the members present at a regular meeting or by vote of the Board. The proposed amendment shall be circulated to the membership and put to a vote at the next annual meeting of members (or the next meeting of members other than the annual meeting, if the Board so determines), and shall be adopted if approved by vote of a majority of the members voting at such meeting. (b) An amendment to this constitution and bylaws may be proposed by petition to the president of no less than 5 percent of members, based on the total number of members on the last March 1 preceding the date such petition is submitted to the president. The proposed amendment, if submitted to the president at least 90 days in advance, shall be circulated to the membership and put to a vote at the next annual meeting of members (or the next meeting of members other than the annual meeting, if the Board so determines), and shall be adopted if approved by vote of a majority of the members voting at such meeting. If such a proposed amendment fails to be approved, it or a substantially similar amendment cannot be reconsidered unless 10 percent of the members sign a petition of support. If a proposed amendment fails twice, it can only be reconsidered if 15 percent of the members sign a petition of support or at least 6 years have elapsed after the second vote on the proposed amendment. The Board or Governance Committee will determine whether a proposed amendment is substantially similar to a past proposed amendment. If the Board or Governance Committee determines that a proposed amendment is substantially similar to a past proposed amendment, the Board or Governance Committee will release a statement explaining the decision.

ARTICLE X. — Other provisions

Section 1. INDEMNIFICATION. The Association shall, to the maximum extent permitted by applicable law, indemnify any person, made or threatened to be made, a party to an action or proceeding, by reason of the fact that such person is or was a director or officer of the Association, or is or was serving at the request of the Association as a director or officer of any other corporation, entity or enterprise, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the defense or settlement of such action or proceeding, or in connection with any appeal therein, if such person acted, in good faith, for a purpose which they reasonably believed to be in, or, in the case of service for any other corporation, entity or enterprise, not opposed to, the best interests of the Association and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that their conduct was unlawful. The Association shall advance to such indemnified person expenses incurred in defending any such proceeding to the maximum extent permitted by law. To the fullest extent permitted by applicable law, the Board may in its discretion provide by resolution for such indemnification of, or advance of expenses to, other agents of the Association, and likewise may refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under the N-PCL. Notwithstanding any of the foregoing, the indemnity obligations of the Association under this Article do not include any obligation to defend any person for any actions taken or not taken by such person or an affiliate of such person in violation of these bylaws.
Section 2. FISCAL YEAR. The fiscal year of the Association shall begin on July 1 and end on June 30.
Section 3. ANNUAL REPORT OF DIRECTORS. The Board shall present at the annual meeting of members a report, verified by the president and treasurer or by a majority of the directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following:
- The assets and liabilities, including the trust funds, of the Association as of the end of a 12-month fiscal period terminating not more than six months prior to said meeting.
- The principal changes in assets and liabilities, including trust funds, during said fiscal period.
- The revenue or receipts of the Association, both unrestricted and restricted to particular purposes during said fiscal period.
- The expenses or disbursements of the Association, for both general and restricted purposes, during said fiscal period.
- The number of members of the Association as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found
- This annual report shall be filed with the records of the Association and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of members.
Section 4. FINANCIAL STATEMENTS. Upon the written request of any person who shall have been a member of record for at least six months immediately preceding such member’s request, the Association shall give or send to such member an annual balance sheet and profit and loss statement or a financial statement performing a similar function for the preceding fiscal year, and, if any interim balance sheet or profit and loss or similar financial statement has been distributed to its members or otherwise made available to the public, the most recent such interim financial statement. The Association shall be allowed a reasonable time to prepare such annual balance sheet and profit and loss or similar financial statement.

Amendments adopted up to October 4, 2021, have been incorporated herein.