ARTICLE I: Offices; General Purposes

1.01. Principal Office. The principal office of the Corporation shall be either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. The Corporation may also have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

1.02. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Business Organizations Code (the “TBOC”). The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors or the President.

1.03. Purposes of the Corporation. The Corporation is formed exclusively for educational, scientific, and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and will be operated solely to (i) enhance literary art and promote literary excellence by providing support, community, resources, education, and advocacy for literary translators, authors, teachers, publishers, editors, and other arts professionals working in the field of literary translation; (ii) support and enhance organizations that are exempt from taxation as described in Section 501(c)(3) of the Code, organizations described in Section 170(b)(1)(A)(i)-(vi) of the Code, and organizations described in Section 511(a)(2)(B) of the Code; and (iii) do all things necessary for and incidental to the accomplishment of the purposes and goals of the Corporation.

ARTICLE II: Members

2.01. Members. The Corporation shall have three (3) classes of membership as described in Subsections 2.01(a), (b), and (c). “Members” (or individually, a “Member”) shall be defined as those individuals and organizations that meet the requirements of membership set forth herein and that are enrolled as Members of the Corporation pursuant to the following terms. Member eligibility, qualifications, rights, and obligations shall be as set forth in these Bylaws and may be further defined by resolution of the Board of Directors from time to time. Additional classes of membership may be added only by amendment of these Bylaws. Membership does not grant rights beyond those expressly delineated in these Bylaws or required by the TBOC. If all Members resign or otherwise fail to act, or if the Corporation otherwise has no Members, any and all Member rights shall vest in the Board of Directors. All Members of the Corporation shall, in their relations to and with the Corporation, be governed and bound by the provisions of these Bylaws.
(a) Regular Member. The Regular Member class of membership is open to individuals with a professional or avocational interest in literary translation or translation theory. Regular Member eligibility, qualifications, rights, and obligations shall be as set forth in these Bylaws and may be further defined by resolution of the Board of Directors from time to time.
(b) Institutional Member. The Institutional Member class of membership is open to any institution of higher learning or any institution dedicated to the promotion of education in the arts and humanities, including publishers. An organization that is an Institutional Member shall select its own delegate to the Corporation, which shall represent the interests of, and vote on behalf of, the Institutional Member.
(c) Honorary Member. The Honorary Member class of membership shall be open to those individuals that are distinguished in literary translation or theory and have been nominated in writing by a Regular Member and appointed as an Honorary Member by the Executive Committee.

2.02. Membership Term. The term of membership in the Corporation shall be determined by the Board of Directors from time to time.

2.03. Member Voting and Manner of Acting.
(a) General. Each Member, regardless of class, shall be entitled to one (1) vote, submitted either in person or by proxy, on all matters submitted to the Members.
(b) Manner of Acting; Voting. Except as otherwise specifically provided herein, a simple majority of Members present at a meeting at which a quorum is present shall have the authority to make determinations and to act. All actions of the Members shall be taken either by resolution at a meeting, by a voting method as set forth in Section 2.03(c) below, or by written record without a meeting as provided in Section 10.04. Members may not cumulate votes.
(c) Alternate Voting Methods. A vote on any matter submitted to the Members may be conducted by mail, facsimile transmission, electronic message, or any combination thereof. In such event, a simple majority of Members participating in the vote shall have the authority to make determinations and to act, provided at least a quorum of Members participate. For purposes of this Section 2.03(c) any references to a “meeting” in Sections 2.09 and 2.10 shall refer to the date voting begins. Notice of a vote under this Section 2.03(c) shall be given to each Member at least ten (10) days previously thereto as provided in Article 10 and shall specify the purpose of the vote.
The Board of Directors shall determine the manner in which voting under this Section 2.03(c) shall occur and set forth specific procedures related thereto, including process to notify Members within a reasonable time of such procedures and any amendment thereto.
(d) Fundamental Actions. The Members shall have the sole power to approve a fundamental action of the Corporation, and such approval must be made by a two-thirds (2/3rd) vote of the Members present at a meeting unless a higher requirement is set forth in the Certificate of Formation. Subject to the provisions of the TBOC, a “fundamental action” shall be defined as follows:
1. alteration, amendment, repeal, replacement, or restatement of the Certificate of Formation of the Corporation;
2. voluntary winding up of the Corporation under Chapter 11 of the TBOC;
3. revocation of a voluntary decision to wind up the Corporation under Section 11.151 of the TBOC;
4. cancellation of an event requiring the wind up of the Corporation under Section 11.152(a) of the TBOC;
5. reinstatement under Section 11.202 of the TBOC;
6. a distribution plan under Section 22.305 of the TBOC;
7. a plan of merger under Subchapter F of Chapter 22 of the TBOC;
8. the sale of all or substantially all of the assets of a corporation under Subchapter F of Chapter 22 of the TBOC;
9. a plan of conversion under Subchapter F of Chapter 22 of the TBOC; and
10. a plan of exchange under Subchapter F of Chapter 22 of the TBOC.

2.04. Quorum. A quorum of Members must be present in order to transact business at any regular or special meeting of the Members. Twenty-five (25) Members entitled to vote shall constitute a quorum for the transaction of business at any regular or special meeting of the Members. If less than a quorum is present at said meeting, a majority of the Members present may adjourn the meeting from time to time without further notice. Members present by proxy may be counted toward a quorum.

2.05. Determination of Membership Dues and Obligation to Pay. The Board of Directors shall fix the amount of Member dues and/or assessments (if any) for all Members. Membership in the Corporation carries an obligation to pay Member dues and any assessments established by the Board of Directors. Membership dues and assessments are not refundable for any reason.

2.06. Termination and Resignation.
(a) Membership in the Corporation shall be suspended or terminated if a Member does not pay all required membership dues in full and by the due date established by the Board of Directors, pursuant to procedures that may be established by the Board of Directors from time to time. Membership in the Corporation is also terminated by a Member’s death or dissolution, the submission of written notice of resignation or non-renewal to the Secretary of the Corporation, or upon the failure of a Member to satisfy the relevant membership requirements.
(b) In addition, the Board of Directors may, by the affirmative vote, terminate membership for cause after an appropriate hearing. Grounds constituting “cause” shall be determined by the Board of Directors in its sole discretion. Such Member shall be given reasonable notice of termination of membership and shall be entitled to a hearing before the Board of Directors at the next regularly scheduled meeting of the Board of Directors.
(c) Termination of membership shall not extinguish a Member’s financial obligations to the Corporation, if any.

2.07. Meetings and Notice.
(a) Meetings. A regular annual meeting of the Members shall be held each year. The Board of Directors shall provide the time and place, either within or without the State of Texas, for the holding of regular meetings. Special meetings of the Members may be called by or at the request of the President, the Board of Directors, or a group of Members constituting at least a quorum.
(b) Notice. Notice of any regular or special meeting of the Members shall be given to each Member at least ten (10) days previously thereto as provided in Article 10. Notice of any special meeting shall specify the purpose of the meeting.

2.08. Proxies. A Member may vote by proxy executed in writing by the Member. A proxy expires eleven (11) months after the date of its execution.

2.09. Record Date for Determination of Members Entitled to Notice. The record date for the determination of Members entitled to notice of or to vote at a meeting shall be one (1) business day prior to delivery of notice of such a meeting. Said record date is effective for an adjournment of a meeting unless the Board of Directors sets a new date for determining the right to notice of or to vote at the adjournment.

2.10. Preparation and Inspection of List of Voting Members. The Corporation shall prepare an alphabetical list of the names of all Members as of the record date set forth in Section 2.09 (the “Member List”).
(a) The Member List must identify:
1. the Members who are entitled to notice and the Members who are not entitled to notice of the meeting;
2. the address of each voting Member; and
3. the number of votes each voting Member is entitled to cast at the meeting.
(b) Not later than the second (2nd) business day after the date notice is given of a meeting for which a list was prepared in accordance with Section 2.10(a) and continuing through the meeting, the list of voting Members must be available at the Corporation’s principal office or at a reasonable place in the municipality in which the meeting will be held, as identified in the notice of the meeting, for inspection by Members entitled to vote at the meeting for the purpose of communication with other Members concerning the meeting.
(c) A voting Member or voting Member’s agent or attorney is entitled on written demand to inspect and, at the Member’s expense and subject to Section 22.351 of the TBOC, copy the list at a reasonable time during the period the list is available for inspection.
(d) The Corporation shall make the list of voting Members available at the meeting. A voting Member or voting Member’s agent or attorney is entitled to inspect the list at any time during the meeting or an adjournment of the meeting.

ARTICLE III: Board of Directors

3.01. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of Texas.

3.02. Number, Election, Tenure, and Qualification. The number of directors shall be fixed by the Board of Directors; the number of directors shall be at least three (3) and not more than fifteen (15). Directors shall be elected each year by a vote of the Members as described in this Section 3.02.
Each director shall serve for a term of three (3) years and the terms of the directors shall be staggered such that approximately one-third (1/3) of the directors’ terms expire each year. A director shall hold office until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation, or removal. A director may be elected to a maximum of two (2) consecutive three- (3-) year terms.

3.03. Ex-Officio and Non-Voting Advisory Directors. The Board of Directors may designate any number of persons as ex-officio directors or non-voting advisory directors, and each such category or classification shall have such rights and privileges as the Board of Directors may determine.

3.04. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without notice other than these Bylaws. The Board of Directors may provide the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without notice other than such determination.

3.05. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President. A special meeting of the Board of Directors shall be called by the Secretary whenever requested in writing by a majority of the directors. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto as provided in Section 10.01.

3.06. Proxies. A director may vote by proxy executed in writing by the director. A proxy expires three (3) months after the date of its execution. A proxy is revocable unless otherwise provided by the proxy or made irrevocable by law.

3.07. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Directors present by proxy shall not be counted towards a quorum.

3.08. Executive Session. The Board of Directors may meet in executive session in its discretion.

3.09. Manner of Acting. Except as otherwise specifically provided herein, in the exercise of any of the powers herein given to the directors, a majority of directors present at a meeting at which a quorum is present shall have authority to make determinations and to act, and all actions of the directors shall be taken either by resolution at a meeting or by written record without a meeting as provided in Section 10.04.

3.10. Removal. Any director may be removed by a majority vote of the Board of Directors, when the Board determine that the best interests of the Corporation would be served thereby. Following the removal vote, the removal of the director will be effective upon delivery of notice to the director being removed.

3.11. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director appointed to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, or until his or her successor qualifies, or until his or her earlier death, resignation, or removal.

3.12. Powers. No director, officer, or employee of this Corporation shall have the power to incur any indebtedness on behalf of the Corporation in excess of five hundred dollars ($500.00) unless he or she is authorized in these Bylaws or has obtained advance authorization to do so by the Executive Committee or the Board of Directors.

ARTICLE IV: Officers

4.01. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and an Immediate Past President, and such other officers as may be elected in accordance with the provisions of this Article 4. The Board of Directors may elect or appoint such other officers, including additional Vice Presidents, one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

4.02. Election; Term of Office; Compensation. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as possible. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified. Officers shall serve without compensation, and no officer or member of the Board of Directors shall receive any pecuniary benefit from the Corporation in his or her capacity as an officer or member of the Board of Directors, except reimbursement for actual expenses incurred in connection with the business of the Corporation.

4.03. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

4.04. Vacancies. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

4.05. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall preside at all regular and special meetings of the Board of Directors. As set forth in Sections 6.01 and 6.02, he or she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.06. Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one (1) Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or Board of Directors.

4.07. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 6 of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Treasurer shall make a written report of the finances of the Corporation at each regular meeting of the directors, and at such other time as the directors shall require.

4.08. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

4.09. Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, any Assistant Treasurer shall give a bond for the faithful discharge of his or her duties in such sums and with such sureties as the Board of Directors shall determine. Any Assistant Treasurer or Assistant Secretary shall, in general, perform such duties as from time to time may be assigned to him or her by the Treasurer or the Secretary or by the President or the Board of Directors

4.10. Immediate Past President. The Immediate Past President shall perform such duties as from time to time may be assigned to him or her by the President or Board of Directors from time to time.

ARTICLE V: Committees

5.01. Committees of Directors. A majority of the Board of Directors then acting may, by affirmative vote, designate and appoint one (1) or more committees, the majority of the members of which shall be directors, which committees, to the extent provided by the Board, shall have and exercise the authority of the Board of Directors in the management of the Corporation. However, no such committee shall have the authority of the Board of Directors in reference to altering, amending, repealing, replacing, or restating the Bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the Corporation; altering, amending, repealing, replacing, or restating the Certificate of Formation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary winding up and termination of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or altering, amending, repealing, replacing, or restating any resolution of the Board of Directors which by its terms provides that it shall not be altered, amended, repealed, replaced, or restated by such committee; or any “fundamental action” or other matter reserved to a vote of the Members under these Bylaws, the Certificate of Formation, or the TBOC. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or him or her by law. Committees shall at all times remain subject to the control and supervision of the Board of Directors.

5.02. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by the Board of Directors. Except as otherwise provided by the Board of Directors or these Bylaws, members of each such committee shall be appointed by the President of the Corporation. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

5.03. Term of Office. Except for the Executive Committee pursuant to Section 5.04, each member of a committee shall continue as such until the next annual meeting of the directors of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

5.04. Executive Committee. The Executive Committee shall exercise the authority of the Board of Directors in the management of the Corporation when it is impractical for the Board of Directors to do so. Members of the Executive Committee shall serve automatically by virtue of their office and shall consist of the President, Vice President, Treasurer, Secretary, and the Executive Director (if any) as a non-voting, ex-officio member. The authority of the Executive Committee shall be subject to the limitations described in Section 5.01 of these Bylaws. A majority of the members of the Executive Committee shall be directors.

5.05. Chair. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

5.06. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

5.07. Proxies. A committee member may vote by proxy executed in writing by such member. A proxy expires three (3) months after the date of its execution. A proxy is revocable unless otherwise provided by the proxy or made irrevocable by law.

5.08. Quorum; Manner of Acting. Unless otherwise provided by the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the committee.

5.09. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE VI: Contracts, Checks, Deposits, and Funds

6.01. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. In the absence of such determination by the Board of Directors, any such instruments approved by the Board of Directors, as contemplated by the Corporation’s budget process or otherwise, may be signed by the President.

6.02. Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent, or agents of the Corporation and in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation. Provided, however, that any such instrument may only be signed as set forth in this Section 6.02 to the extent the expenditure has been approved by the Board of Directors, as contemplated by the Corporation’s budget process or otherwise.

6.03. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

6.04. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE VII: Indemnification

7.01. Extent of Indemnification and Advancement of Expenses. Except as provided below in Section 7.02, the Corporation shall indemnify and advance expenses to any person who (i) is or was a director, officer, employee, or agent of the Corporation or (ii) while serving as a governing person, is or was serving at the request of the Corporation as a representative of another enterprise, another organization, or an employee benefit plan, to the fullest extent that a corporation may or is required to grant indemnification to a director under the TBOC; notwithstanding the foregoing, however, the Corporation may indemnify and advance expenses to an officer, employee, or agent, or any person who is identified in Section 7.01(ii) and who is not a director, to such extent, consistent with law, as may be provided by the Corporation’s Certificate of Formation, these Bylaws, general or specific action of the Board of Directors, by contract, or as otherwise permitted or required by common law.

7.02. Limitation on Extent of Indemnification in Derivative Suits. In case of a suit by or in the right of the Corporation against a person named in Section 7.01(i) or (ii) by right of his or her holding a position named in Section 7.01(i) or (ii), the Corporation shall only indemnify such person for reasonable expenses (including attorneys’ fees, but excluding amounts paid in settlement) actually and reasonably incurred by him or her in connection with the defense or settlement of the suit.

7.03. Non-Exclusive. The indemnification provided by this Article 7 shall not be exclusive of any other rights to which a person may be entitled by law, these Bylaws, agreement of disinterested directors, or otherwise.

7.04. Continuation. Any right of indemnification or advance payment as provided by this Article 7 shall continue as to a person who has ceased to hold a position named in Section 7.01, as applicable, and such right shall inure to his or her heirs, executors, and administrators.

7.05. Insurance. The Corporation may purchase and maintain insurance or make other arrangements, at its expense, to protect itself and any such person as specified in Section 7.01, against any such expense, liability, or loss, to the extent permitted by the TBOC and without regard to whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the TBOC.

7.06. Reports. Indemnification payments, advance payments, and insurance payments made under this Article 7 shall be reported in writing to the Board of Directors with the next notice of annual meeting, or within six (6) months, whichever is sooner.

ARTICLE VIII: Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors, and committees having any of the authority of the Board of Directors.

ARTICLE IX: Fiscal Year

The fiscal year of the Corporation shall begin on the first day of July and end on the last day in June in each year.

ARTICLE X: Notice, Meetings, and Informal Action

10.01. Notice. Any notice required under these Bylaws may be delivered personally or sent by mail, email, or facsimile to the applicable Member, director or committee member at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by email or facsimile, notice shall be deemed to be delivered when transmitted. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

10.02. Waiver of Notice. Whenever any notice is required to be given under the provisions of the TBOC or under the provisions of the Certificate of Formation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. All such written waivers shall be filed with the minutes of such meeting. The attendance of a Member, director or committee member at any meeting shall constitute a waiver of notice of such meeting, except where a director or committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

10.03. Meetings by Telephone and Other Means. Any meeting described in these Bylaws may be held by means of a remote electronic communications system, including but not limited to conference telephone, videoconference, or internet, so long as the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant. Such participation shall constitute presence in person at the meeting for purposes of a quorum and voting. If voting is to take place at a meeting held by means of a remote electronic communications system, the Corporation shall implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified, and keep a record of any vote or other action taken.

10.04. Informal Action.
(a) Unanimous Consent. Any action required by law to be taken at a meeting of Members, directors, or committee members, or any action which may be taken at a meeting of Members, directors or committee members, may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Members, directors, or committee members, as applicable.
(b) Less Than Unanimous Consent. Any action required by law to be taken at a meeting of the Members, directors, or committee members, or any action which may be taken at a meeting of the Members, directors, or committee members, may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by a sufficient number of individuals as would be necessary to take that action at a meeting at which all persons entitled to vote on the action were present and voted. Each consent must include the date of signature of each individual executing such consent. Prompt notice of the taking of any action without a meeting by less than unanimous written consent of the individuals entitled to vote on the action shall be given to those individuals who did not consent in writing to the action.
(i) Additional Requirements for Member Consents. A consent of the Members under this Section 10.04(b) must be delivered, fully executed, to the Corporation within sixty (60) days of the date of the earliest dated consent that was delivered to the Corporation.
(ii) Additional Requirements for Other Consents. A consent by directors or committee members pursuant to this Section 10.04(b) must be fully executed within the time provided by the President or such other person soliciting the consent, or, if no time is provided, within sixty (60) days of the date delivered to one (1) or more directors.
(c) Execution and Transmission. A consent permitted in this Section 10.04 may be executed and transmitted in the form of: (i) an original signed writing or a reliable reproduction thereof, including but not limited to a photocopy, scan, or facsimile; or (ii) an electronic transmission, provided that the transmission contains or is accompanied by information from which it can be determined that it was transmitted by or on behalf of the relevant individual, and such individual’s approval of the matter at issue is clearly stated.

10.05. Electronic Signatures. Any consent or action required to be taken in writing by these Bylaws or otherwise may be executed by electronic signature. Acceptable forms of electronic signature include but are not limited to: (i) a scanned or photographic image of a written signature, and (ii) a typed name adopted by the signatory with the intent to sign the writing. The Corporation may adopt other methods for capturing electronic signatures, such as software applications designed for that purpose. Where a signature is transmitted by electronic means, it should include or be accompanied by information from which it can be determined that the electronic transmission was sent by or on behalf of the relevant individual.

ARTICLE XI: Amendments to Bylaws

These Bylaws may only be altered, amended, repealed, replaced, or restated by the affirmative vote of a majority of the then acting directors, if at least two (2) days’ written notice is given of an intention to alter, amend, repeal, replace, or restate these Bylaws at any regular or special meeting, and such notice contains a statement of the nature of the proposed amendment(s).

The foregoing are the Bylaws of the Corporation as approved and adopted by the directors of the Corporation to be effective on the 31st day of January, 2021.

This page was most recently updated on February 1, 2021.