Home > About  > Charter & Bylaws > Bylaws

Bylaws of the i2 User Group

• Article I. Name
• Article II. Purpose
• Article III. Offices
• Article IV. Organization
• Article V. Members
• Article VI. Board of Directors
• Article VII. Officers
• Article VIII. Indemnification
• Article IX. Annual Reports
• Article X. Construction
• Article XI. Amendment of Bylaws

ARTICLE I. NAME

Section 1. Name. The name of the corporation is i2 User Group, Inc. which may be abbreviated i2UG

Section 2. Definition.

2.1 i2UG is an internationally active organization representing the collective interests of member users of the business software applications marketed by i2 Technologies, Inc. together with the interests of member consultants and vendors whose bona fide business activities are associated with the successful use of i2 Technologies, Inc. Products.

2.2 i2UG is a Nonprofit Corporation, incorporated as such under the Laws of the State of Georgia; but having a membership comprising eligible natural or legal persons, or groups of such persons, drawn from a worldwide constituency.

Back to top

ARTICLE II. PURPOSE

Section 1. Purposes.

(a) General Purposes. Consistent with these bylaws, the Association shall conduct and engage in all lawful activities in furtherance of the Association’s objectives.

(b) Specific Purposes. Within the context of the general purpose stated above, the corporation shall:

(i) Facilitate communication and the exchange of information worldwide on products, services, and technical issues related to i2 Technologies Products (i2P);

(ii) Provide an active voice and consolidated channel of communication of the users of i2P in expressing needs, requirements, concerns and suggestions to i2 Technologies, Inc.;

(iii) Facilitate the uses of i2P throughout the membership;

(iv) Coordinate and assist educational endeavors through organized meetings and the dissemination of books, articles, papers, etc. pertaining to technical and non-technical information affecting the use of the i2P and

(v) Allow a channel of communication from i2 Technologies to the users of its products to disseminate information, plans, and intentions on i2 Technologies Products.

Back to top

ARTICLE III. OFFICES

Section 1. Principal office.

The principal office of the corporation shall be located at such place as the Board of Directors (BOD) of the corporation shall select from time to time. The BOD shall have full power and authority to change the principal office of the corporation to any location.

Section 2. Other Offices.

The BOD may also from time to time establish other non-principal offices of this corporation at such location or locations, as they desire.

Back to top

ARTICLE IV. ORGANIZATION

Section 1. Structure. The Corporation shall be made up of the following units:

(a) Individual Members;

(b) The i2 User Group, which is the corporation as described in these bylaws.

Section 2. i2 UG may affiliate with independent organizations with a common or related interest.

• Types. The types of affiliated organizations include, but are not limited to:
• Geographic User Groups (Geo UG’s): Groups within a Geographic area which may be a city, state or province, country, group of countries or similar logical geographic territory.
• Special Interest Groups (SIG’s): Groups having a common interest in a subject area directly related to i2 Technologies Products.

Back to top

ARTICLE V. MEMBERS

Section 1. Qualifications and Rights of Members

(a) Classes and Qualifications. This corporation shall have two (2) classes of member. The User class is made up of organizations that are licensed users of i2 Technologies Software and who use the Software for the regular internal business activities of their enterprise (as determined by the Membership Committee). The Associate Member Class is made up of organizations which do not use the i2 products for the regular internal business activities of their enterprise. This class includes Associate Member organizations whose primary business relates directly to i2 Technologies Software, such as a) the provision of consulting or other services, b) the development or sale of complementary and non-competitive software products, or c) the manufacture or sale of hardware. The Associate Member class shall not exceed 20% of total membership. Should the number of Associate Member applicants cause the ratio to exceed the 20% level, a waiting list will be formed and applications processed based on date received. If a company wishes to join as an Associate member of the i2UG, its information would be forwarded to i2 Technologies to make sure that the company in consideration for membership is in fact a legitimate i2 partner and not a competitor. If i2 feels the company is a competitor, i2 will be required to provide details on why so and a list of products, services and customer accounts as examples. Based on the information provided by i2, a response will be sent by the i2UG to the company interested in Associate membership. If the company in question agrees and withdraws their application, it would settle the issue. In case the company disputes the arguments put forward and feel they do not compete directly with i2, the membership committee will invite i2 and the company to join the next monthly membership call. The i2UG membership committee will hold a joint discussion to resolve the issue. After listening to both parties, the decision taken by the membership committee will be final. If a non i2UG member company, which is not an i2 customer or partner, wants to attend or sponsor at the Directions conference, a decision would be taken through a vote by the i2UG Board of Directors. i2 is a vital partner in the success of Directions and their voice/concerns should be expressed and taken into consideration during such a vote. If an attendee is considered to be a competitor by i2 and allowed to attend Directions, they will not be allowed to attend specific meetings and exhibit areas identified by i2.

(b) Voting Rights. All members in good standing shall have the right to vote on the election of Directors, and shall vote as a single class. The individual designated by the member organization as the “key contact” shall be the voting contact for that member.

(c) Dues and Fees. Each member must pay, within the time and on the conditions suggested by the Budget and Finance Committee and approved by the BOD, the membership dues and/or fees suggested from time to time by the Budget and Finance Committee and approved by the BOD. Such dues and fees need not be equal for all members, and the BOD in its discretion, may approve different dues and fees for certain members based on objective criteria.

(d) Term. Memberships shall be for such a term, and shall expire, as determined by the BOD; provided that the BOD cannot change the term of an outstanding membership prior to its expiration except as provided in these bylaws.

(e) Good Standing. Those members who have paid the required dues and/or fees in accordance with these bylaws and who are not suspended shall be members in good standing.

(f) Causes of Termination. A membership shall terminate on the occurrence of any of the following events:

(i) resignation of the member, on written notice to the Membership Committee Chairperson of the corporation;

(ii) expiration of the period of membership unless the membership is renewed on the renewal terms fixed by the Board;

(iii) failure of the member to pay dues or fees as set by the Board after they become due and payable; or

(iv) expulsion of the member under these bylaws.

(g) Transfer of Membership. Membership is transferable only through approval of the Membership Committee.

(h) Non-liability of Members. A member of the corporation shall not, solely because of such membership, be personally liable for the debts, obligations or liabilities of the corporation.

Section 2. Voting

(a) Required Votes. A ballot cast by a member shall be valid only when it conforms to the rules with which it was distributed, generally: that it is returned within the designated period of time and that only one vote is returned and counted per member company. The election of Directors shall be valid only when the following conditions are met:

(i) all members in good standing, as defined in these bylaws, shall be provided the opportunity to vote

(ii) members are offered the opportunity to "withhold" or otherwise indicate that authority to vote is withheld

(ii) such withheld votes are included in the count of total voting returns

Section 3. Record Date.

(a) Record Date Determined by Board. For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the BOD may, in advance, fix a record date. The record date so fixed: (i) for notice of a meeting shall not be more than 90 nor less than 10 days before the date of the meeting; (ii) for voting at a meeting shall not be more than 60 days before the day of the meeting; (iii) for voting by written ballot shall not be more than 60 days before the day on which the first written ballot is mailed and (iv) for any other action shall not be more than 60 days before the action.

(b) Record Date Not Determined by Board. If not otherwise fixed by the Board, the record date for determining members entitled to receive notice of a meeting of members or any other action shall be the business day preceding the day on which notice is given or, if notice is waived, the business day preceding the day on which the meeting is held.

(c) Members of Record. For purposes of Article 5 Section 3(a) of these bylaws, a person holding a membership at the close of business on the record date shall be a member of record.

Section 4. Proxies. Every person entitled to vote a membership may authorize another person or persons to act by proxy to vote such membership.

Section 5. Rights of Members. The right of a member to inspect records of the corporation shall be as prescribed by applicable provisions of the Georgia Nonprofit Corporation Law.

Section 6. Resignation of Member. A member may resign from membership at any time upon furnishing written notice to the Membership Committee Chairperson of the corporation. Unless otherwise authorized by the BOD, resignation shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues or fees, or arising from contract or otherwise, and shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.

Section 7. Expulsion and Suspension.

(a) Grounds. A member may be expelled from membership, or a membership may be suspended, for willful nonpayment of the member's financial obligations to the corporation, for failure, to a material degree, to observe the rules and regulations of the corporation, or for conduct which the BOD may determine is seriously detrimental to the best interest of the corporation or the other members.

(b) Authority to Expel. Expulsions or suspensions may be proposed by the Membership Committee. Approval of any expulsion or suspension must be by the affirmative vote of at least 75% of the Board of Directors and the BOD may not delegate this authority to a committee, officer, or other body.

(c) Procedure. The Membership Committee shall provide written notice of the proposed expulsion or suspension to the Board of Directors, who shall schedule a special meeting to consider the proposed expulsion or suspension, such meeting to occur not less than 30 days prior to the mailing of notice to the member as described herein. Written notice of the proposed expulsion or suspension, together with a statement of the reasons therefore, a statement of the date of the special meeting to consider the proposed expulsion or suspension and a copy of this Section of the bylaws shall be sent by first-class mail to the member's last address on the records of the corporation. The member shall be entitled to present arguments against the pending action, and may appear at the special meeting in his or her own behalf. The expulsion or suspension is effective immediately after its confirmation by the Board of Directors at the special meeting.

Back to top

ARTICLE VI. BOARD OF DIRECTORS

Section 1. Powers.

(a) General Powers. Subject to any limitations of the articles of incorporation or bylaws of the corporation regarding actions that require approval of the members, the corporation's activities and affairs shall be managed, and all corporate powers shall be executed, by or under the direction of the Board of Directors.

(b) Specific Powers. Without limiting the general powers of the Board set forth herein, the Board shall:

(i) Develop and execute organization policy;

(ii) Approve the budget of the corporation and optionally designate an independent certified public accounting firm to audit the corporation's financial records;

(iii) Establish all fees for the corporation;

(iv) Approve the use of the corporation's name in whole or in part, by individuals or other organizations;

(v) Interpret and implement decisions by the members; and

(vi) Provide leadership, guidance and management as needed, for the purpose of achieving the purposes and goals of the corporation.

Section 2. Number of Directors; Chairman.

(a) Authorized Number. The authorized number of Directors of the corporation shall be not less than five (5) and not more than twenty (20). The exact number of authorized Directors within the range stated in the previous sentence shall be fixed and may from time to time be changed by a resolution adopted by the Board of Directors. No more than two representatives from each member corporation or other business entity may serve as Directors at one time.

(b) Maximum number from membership classes. Directors representing the Associate Member class may not make up more than 20% of the BOD at the time of election.

(c) Chairman. A majority of the Directors may select a Chairman from the User Members of the BOD. The individual selected shall be the Chairman of the Board

Section 3. Qualification, Term and Election of Directors.

(a) Qualifications. Except as otherwise provided in this paragraph (a), no person shall be eligible to serve as a Director of the corporation unless such person: (i) represents a member in good standing of the corporation prior to his/her election to the BOD; and (ii) represents a member in good standing of the corporation during his/her term of office as a director. If a person elected as a Director changes affiliation from one member to another member during the term of office, that person shall remain in office, unless that person resigns or is removed pursuant to the provisions of these bylaws.

(b) Term. Except as otherwise provided herein, Directors are elected for a term of two (2) years, which shall begin on January 1 of any given year. Unless earlier removed or resigned from office, each elected Director shall hold office until the expiration of the term for which elected or until a successor has been elected and qualified. Consecutive terms by any director are limited to three (3) terms.

(c) Annual Election: Directors shall be elected by written ballot. Each Director, including a Director elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. One-half of the total number of Directors shall be elected each year, in order to provide continuity of the Board. The Supervisor of Elections, who is appointed by the previous year's Election Committee, is responsible for validating the results of the election.

(d) Vacancies. Except for a vacancy created by the removal of a Director, a vacancy or vacancies occurring in the Board of Directors may be filled by the Board of Directors for the balance of the unexpired terms. The members may fill any such vacancy or vacancies not filled by the BOD. Vacancies in the Board of Directors occurring by reason of the removal of a Director shall be filled by vote of the members. Should the number of Directors be increased by a resolution described in 6.3a, the Board may appoint new directors to fill the unexpired terms of the expanded seats. Such appointments should be made for term lengths that will maintain the balance of the Board as set forth in 6.3c.

Section 4. Nomination Procedure; Election of Directors.

(a) Nominations. The method and time of establishing nominations for election of Directors shall be determined by the Board of Directors, unless otherwise directed by a majority of the members.

(b) Vote Required to Elect Directors. Each member of the corporation shall be allocated one or more votes, equal to the number of Director's positions being filled in a given election,The eligible candidates for Director who receive the highest number of votes from the members shall be elected as Directors for each position being filled in a given election. In the event that there is a tie in the number of votes cast in favor oftwo or more candidates for the office of Director such that it cannot be determined which of the candidates have been elected to such office, then, as promptly as possible following the election, the incumbent board shall appoint directors from such tied candidates. In any case, resolution of the ties must be completed within forty-five (45) days of the announcement of the original election results.

Section 5. Resignation and Removal of Directors.

(a) Resignation. Any Director of the corporation may resign effective upon giving written notice to the Chairman of the Board of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

(b) Removal for Cause. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court or convicted of a felony.

(c) Removal without Cause. Any Director may be removed from office by the vote of a majority of the members of the corporation.

(d) Reduction of Authorized Number. Any reduction of the authorized number of Directors does not remove any Director prior to the expiration of such Director's term of office.

(e) Removal due to change in membership status. Should a Director leave the employ of company using i2 Products said Director must resign current Board position.

Section 6. Meetings of the Board of Directors.

(a) Place of Meetings. Meetings of the Board of Directors shall be held at any place that has been designated by resolution of the Board or in the notice of the meeting, or, if not so designated, at the principal office of the corporation.

(b) Meetings by Telephone. Any meeting of the Board may be held by conference telephone or similar communications equipment, as long as all Directors participating in the meeting can hear one another. All such participating Directors shall be deemed to be present in person at such meeting.

(c) Regular Meetings. Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are fixed in advance by resolution of the Board.

(d) Special Meetings. A special meeting of the Board of Directors for any purpose may be called at any time by the Chairman, or any three directors.

(e) Notice of Special Meetings, Notice of the time and place of special meetings of the Board shall be given to each Director in one of the following methods: (i) by personal delivery of written notice; (ii) by first-class mail, postage prepaid; (iii) by telephone, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director; (iv) by telegram, charges prepaid, (v) by electronic mail,or (vi) by fax. All such notices shall be given or sent to the Director's address or telephone or fax number as shown on the records of the corporation. Notices sent by first-class mail shall be deposited in the U.S. or other national mails at least fourteen (14) days before the time set for the meeting. Notices given by personal delivery, electronic mail, telephone, or telegraph shall be delivered, telephoned or given to the telegraph company at least eight (8) days before the time set for the meeting. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. The notice of a meeting need not specify the purpose of the meeting.

(f) Waiver of Notice. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice of such Director. All such waivers, consent and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(g) Quorum; Required Vote. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board: (i) creation of and appointments to committees of the Board; (ii) approval of contracts or transactions between the corporation and one or more Directors or between the corporation and any entity in which a Director has a material financial interest; and (iii) indemnification of Directors. A meeting at which a quorum of the Board is initially present may continue to transact business, despite the withdrawal of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. 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 adjournment.

Section 7. Written Consent of Board. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, ifa majority of the members of the BOD shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the BOD and shall have the same force and effect as a normal vote in person of such Directors.

Section 8. Committees.

(a) In General. Committees are two kinds, those with legal authority to act for the corporation ("Legal Committees") and advisory and technical committees ("Committees"). Legal Committees are provided for in paragraph (b) below and Advisory and Technical Committees in paragraph (c) below.

• (b) Legal Committees. The first and only Legal Committee shall be the Executive Committee, consisting of the Chairman, any and all Past Chairmen if any are serving active terms on the Board of Directors, the Secretary, the Vice Chairman, the Treasurer, and any additional Board members appointed. Appointments to the Executive Committee of the Board shall be by majority vote of the Directors then in office. The BOD may appoint one or more Directors as alternate members of the Executive Committee, who may replace any absent member at any meeting. The Executive Committee shall have, to the extent provided by Board resolution, all the authority of the Board, except that, regardless of any BOD resolution, the Executive Committee shall not have any authority with respect to:

(i) the approval of any action which also requires member approval;

(ii) the filling of vacancies in the Board or in the Executive Committee;

(iii) the fixing of compensation of the Directors for serving on the Board or on any committee;

(iv) the amendment or repeal of bylaws or the adoption or new bylaws;

(v) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(vi) the appointment of other committees of the Board or the members thereof;

(vii) the expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected; or

(viii) the approval of any self-dealing transaction.

Meetings and actions of the Executive Committee of the Board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other Board actions, except that the time for regular meetings of such Executive Committee and the calling of special meetings of such Executive Committee may be determined either by Board resolution or, if there is none, by resolution of such Executive Committee of the Board. Minutes of each meeting of such Executive Committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of such Executive Committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the Board, such Executive Committee may adopt such rules.

(c) Advisory and Technical Committees. Advisory and Technical Committees may be appointed by the Chairman of the corporation to consist of one or more members of the BOD or members of the corporation. Advisory and Technical Committee membership may consist of Directors only or both Directors and members of the corporation or members only. The following shall be recognized as standing Advisory and Technical Committees:

(i) The Membership Committee, which shall be responsible for receipt of membership applications, certification of memberships and voting rights, and all other membership related matters.

(ii) The Budget and Finance Committee, which shall be chaired by the Treasurer and shall be responsible for the annual budget and any revisions for submission to the Board of Directors, and for financial supervision and budgetary approval of all special interest groups and other affiliated bodies as authorized by the Board of Directors.

(iii) The Enhancements Committee shall be chaired by an elected member from the Board of Directors. The Enhancements Committee shall be responsible for working with i2 Technologies to compile a ballot of desired enhancements to the i2 Technologies software, conduct periodic votes on enhancements, compile results, and report results to the members. The Enhancements Committee shall compile strategic direction recommendations for submittal to i2 technologies.

(iv) The Communications Committee, which shall be responsible for official communications, public relations, and promotion of the corporation. This can include, but is not limited to mailings, newsletters, a website, special briefings, and presentations at corporation meetings etc.

(v) The Conference Committee, which shall be responsible for coordinating the activities of the corporation in planning, preparation, and management of meetings and conferences of the corporation. The Conference Committee Chairman is empowered to create and coordinate committees of various officers, directors, and/or members to manage and direct the preparations and management of the meetings and conferences.

(vi) The Special Interest Group Committee (SIG Committee), which shall be responsible for coordinating the activities of the different SIG’s with the activities of the Corporation.

(vii) The Geographic User Group Committee (Geo UG Committee), which shall be responsible for coordinating the activities of the different Geo UG’s with the activities of the Corporation.

(viii) The Elections Committee, which shall be chaired by a BOD member, is responsible for conducting the elections for members of the Board, membership approval of by-laws change proposals, and appointment of a Supervisor of Elections to validate the results of all elections and to conduct the election of officers of the Board. The Supervisor of Elections must be selected from the list of board members in the first half of a two-year term. The Supervisor of Elections is a member of the Elections committee but is not necessarily the Chairman of the Elections committee.

Section 9. Inspection Rights. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation. Such inspection by a Director must be made in person and the right of inspection includes the right to copy and make extracts.

Back to top

ARTICLE VII. OFFICERS

Section 1. Officers and Duties.

(a) Officers. The officers of the corporation shall be a Chairman, a Vice-Chairman, a Secretary, and a Treasurer.

(b) Chairman. The Chairman shall be the Chief Executive Officer and general manager of the corporation, and shall be elected from among the User-members of the Board of Directors. The Chairman shall have general supervision, direction, and control of the business and affairs of the corporation and of its officers, employees, and agents, including the right to employ, discharge, and prescribe the duties and compensation of all officers, employees, and agents of the corporation, and to expend funds and enter into contracts on behalf of the corporation, except where such matters are prescribed in the bylaws or by the Board of Directors. The Chairman shall preside at all meetings of the members and the Board of Directors.

(c) Vice Chairman. A Vice Chairman shall be elected from among the members of the Board of Directors, and shall perform, under the direction of the Chairman, duties and responsibilities in the management of the corporation or in one or more particular areas of its management. In the event of the disability of the Chairman, the duties of the Chairman shall be exercised by the Vice-Chairman.

(d) Secretary. The Secretary shall keep or cause to be kept the minute book of the corporation. The Secretary shall publish and distribute to the members a record of the proceedings at all meetings of the members,and shall publish and distribute to the BOD a record of the proceedings at all meetings of the Board. The Secretary shall file all minutes with the corporate records. The Secretary shall sign in the name of the corporation, either alone or with one or more other officers, all documents authorized or required to be signed by the Secretary. If the corporation has a corporate seal, the Secretary shall keep the seal and shall affix the seal to membership certificates, if issued, and to other documents as appropriate or desired. The Board of Directors may by resolution authorize one or more Assistant Secretaries to perform, under the direction of the Secretary, some or all the duties of the Secretary.

(e) Treasurer. The Treasurer shall be the chief financial officer of the corporation, and, where appropriate, may be designated by the alternate title "Chief Financial Officer." The Treasurer is responsible for the receipt, maintenance, and disbursement of all funds of the corporation and for the safekeeping of all securities of the corporation. The Treasurer shall keep or cause to be kept books and records of account and records of all properties of the corporation. The Treasurer shall prepare or cause to be prepared annually, or more often if so directed by the Board of Directors or Chairman, financial statements of the corporation. The Treasurer may appoint one or more Assistant Treasurers to perform, under the direction of the Treasurer, some or all of the duties of the Treasurer.

Section 2. Appointment, Election and Removal of Officers.

(a) Generally. Each officer provided for in Article VII Section 1 shall be elected by the Board of Directors and shall serve for a term of one year which shall begin immediately following such election, until a successor is appointed or until an earlier resignation or removal. The election of officers shall take place at the first meeting of the Board of Directors for the new term beginning in January of the given year. The Supervisor of Elections, who is appointed by the previous year's Election Committee, is responsible for conducting the election and validating the results.

(b) Removal. Any officer may be removed from office at any time by the Board of Directors, with or without prior notice, by a 75% vote of the BOD. All active Board members must vote, or otherwise indicate that authority to vote is withheld, on the issue of removal of an Officer.

(c) Resignation. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Such resignation is effective upon receipt of the written notice by the corporation unless the notice prescribes a later effective date or unless the notice prescribes a condition to the effectiveness of the resignation.

(d) Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any cause may be filled for the remainder of such officer's term by a vote of the majority of the Board of Directors.

Section 3. Execution of Instruments.

(a) Authorized. Any and all instruments executed in the name of the corporation, including, but not limited to, contracts, agreements, purchase orders, notes, deeds, deeds of trust, mortgages, leases, security agreements, checks and drafts issued, endorsements of checks and drafts received, certificates, applications, and reports, shall be executed by the Chairman or one or more officers, employees, or agents of the corporation as authorized from time to time by the Board of Directors. Such authorization may be general or confined to specific instances.

(b) Incident to Office. The respective offices and duties thereof as established and defined in Section 7.1 of the bylaws and by resolution of the Board of Directors include, except as otherwise provided, the authority to execute instruments in the name of the corporation when the execution of the instrument is incident to carrying out the duties of the office.

Back to top

ARTICLE VIII. INDEMNIFICATION

Section 1. Indemnification of Agents. To the fullest extent permitted or required by law, this corporation may indemnify its directors, officers, employees, and other persons.

Section 2. Insurance. The corporation shall have the right to purchase and maintain insurance to the fullest extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by any officer, Director, employee, or agent in such capability or arising out of the officer's, Director's, employee's, or agent's status as such.

Back to top

ARTICLE IX. ANNUAL REPORTS

10.1 Annual Report. The Board shall cause an annual report to be prepared within 120 days after the end of the corporation's fiscal year.

(a) The annual report shall contain the following information, in appropriate detail, for the fiscal year:

(i) a balance sheet as of the end of such fiscal year and an income statement for such fiscal year;

(ii) a statement of the place where the names and addresses of the current members are located; and

(b) The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records. Except as provided below, on written request of a member the Board shall promptly cause the most recent annual report to be sent to the requesting member. This Section shall not apply if the corporation receives less than $10,000 in gross revenues or receipts during the fiscal year.

Back to top

ARTICLE X. CONSTRUCTION

Section 1. Construction. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Georgia Nonprofit Corporation Law shall govern the construction of these bylaws.

Section 2. Headings. The headings and captions in these bylaws are provided for convenience only and shall not be referred to in construing the meaning of these bylaws.

Back to top

ARTICLE XI. AMENDMENT OF BYLAWS.

Section 1. Amendments by Board. Subject to the right of members under Section 12.2 and 12.3 of these bylaws and the limitations set forth below, the Board, by the affirmative vote of at least 75% of the authorized number of Directors, may adopt, amend, or repeal bylaws unless the action would: (i) materially and adversely affect the members' rights as to voting, dissolution, redemption, or transfer; (ii) increase or decrease the number of members authorized in total or for any class; (iii) effect an exchange, reclassification or cancellation of all or part of the memberships; or (iv) authorize a new class of membership. Once members have been admitted to the corporation, the Board may not, without the approval of the members, specify or change any bylaw provision that would: (i) fix or change the authorized number of Directors except within the limits specified in the bylaws; (ii) fix or change the minimum or maximum number of a variable range of authorized number or Directors; or (iii) change from a fixed number of Directors to a variable number of Directors or vice versa. If any provision of these bylaws requires the vote of a larger proportion of the Board than otherwise required by law, such provisions may not be altered, amended, or repealed except by that greater vote.

Section 2. Members' Approval Required. Without the approval of the members, the Board may not adopt, amend, or repeal any bylaws that would: (i) increase or extend the terms of Directors; (ii) allow any Director to hold office by designation of selection rather than by election by the members except as provided in these bylaws to fill an unexpired term; (iii) increase the quorum for members' meetings; (iv) repeal, restrict, create, expand, or otherwise change proxy rights; or (v) authorize cumulative voting. Approval shall be by the majority of those members casting a vote, unless otherwise required by law.

Section 3. Amendments by Members. New bylaws may be adopted or these bylaws may be amended or repealed, by approval of the members. Any provision of these bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a Director beyond that for which the Director was elected. Any provision of these bylaws providing for the designation or selection, rather than election, of any Director or Directors may be adopted, amended or repealed only by approval of the members, subject to the consent of the person or persons entitled to designate or select any such Directors.

Back to top

 

---