THE BOARD OF DIRECTORS BY-LAWS
(ADOPTED MARCH 6, 1997;
AMENDED OCTOBER 26, 2006;
AMENDED NOVEMBER, 2009;
AMENDED JUNE 2013)
Section 1. Principal Office and Registered Agent. The principal office of the corporation is the Office of the Executive Director. The registered agent of the corporationEric M. Knudsen, Langrock Sperry and Wool, LLP. The registered agent’s office is PO Box 721 210 College St., Burlington, County of Chittenden, State of Vermont.
Section 2. Other Places of Business. The corporation may have other offices at such place or places (within or without the State of Vermont) as the Board of Directors may determine from time to time, designate or the business of the corporation may require or make desirable.
Section 1. Class/Type of Membership. Diplomate status will be the only class of membership. To be nominated to become an active member, the applicant must successfully meet the following criteria: (a) review of application; (b) review of credentials; (c) complete a multiple choice examination; (d) submit a work sample to be reviewed by the examination committee; and (e) complete a oral examination. Those members granted Diplomate status prior to 1990 who had not been orally examined will be able to maintain membership status but will be designated as “Not Orally Examined.”
Section 2. Membership Status. Members of the corporation are considered active and in good standing if the member’s dues are paid and the member attests to currency of unrestricted practice licensure and maintenance of Continuing Education in neuropsychology. If dues for more than two years are past due, the member’s status becomes “inactive” and the individual will no longer be listed as a member on the website. The Board of Directors will establish policies on timelines for suspending, terminating and reestablishing member benefits other than voting and office holding which are addressed specifically in these Articles.
Members who retire and/or are no longer licensed to practice psychology may request “Emeritus Fellow” status with ABN’s Continuing Education organization(s). Emeritas Fellows may not vote or hold office, are not listed in the directory, but may serve as committee members, except for the Examinations & Credentials Committee, and may hold 1 or more committee member positions.
Section 3. Limitation on Membership. Members of the corporation must be a state or province unrestricted licensed or credentialed psychologist who have met the criteria in Section 1 and have been approved by the ABN Board of Directors as competent to practice professional neuropsychology.
Section 4. Voting Rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. A member may vote by proxy executed in writing by the member or the member’s duly authorized attorney in fact or in person. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.
Section 5. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of the members of the Board of Directors, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any members who become ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed hereinafter.
No member will be expelled or suspended, and no membership or memberships will be terminated or suspended unless:
- Not less than 15 days prior to written notice of a hearing on the expulsion, suspension or termination and the reasons therefore is delivered to the member by first class or certified mail or email; and
- An opportunity to be heard by the Board of Directors, orally or in writing, occurs not less than five days before the effective date of the expulsion, suspension or termination;
- Or the expulsion, suspension, or termination is fair and reasonable taking into consideration all of the relevant facts and circumstances.
Any written notice must be by Certified Mail sent to the last address of the member shown on the corporation’s records.
Section 6. Resignation of Membership. Any member may resign from membership by filing a written resignation with the Secretary, but such resignation shall not relieve the member of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 7. Reinstatement. On written request signed by a former member and filed with the Secretary, the Board of Directors, by affirmative vote of two-thirds of the members of the Board of Directors, may reinstate a former member to membership on such terms as the Board of Directors may deem appropriate.
Section 8. Transfer of Membership. Membership in this corporation is not transferable or assignable.
Section 9. Public Notice of Membership. Member status is made public by inquiry at the organization website and by inquiry to the Executive Director.
MEETINGS OF MEMBERS
Section 1. Annual Meetings. An annual meeting of the members shall be held at a time and location designated by the Board of Directors for the transaction of any business that may come before the meeting and to report to the members on the state of affairs of the corporation. The annual meeting may be held outside the State of Vermont.
Section 2. Special Meeting of Members. Special meetings of members may be called for any purpose by the president or Board of Directors at such place as may be designated by the person calling the meeting. A notice of a Special Meeting shall be sent to each member at least ten days before the Special Meeting and shall include a description of the matter or matters for which the meeting is called. If there are matters to vote on each member will have a chance to vote at the meeting or by proxy.
A Special Meeting will also be held if at least ten percent (10%) of the members sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
Section 3. Action Without Meeting. Any action of the members of the corporation may be taken without a meeting if action is taken by all of the members entitled to vote on the action. Each action must be evidenced by one or more written consents describing the action taken, signed by at least a majority of all the members entitled to vote and delivered to the corporation for inclusion in the minutes or filed with the corporate records.
Section 4. Quorum. The presence at a meeting in person or by proxy of members holding five percent (5%) of the votes that may be cast at any meeting of members shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of members present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of members eligible to vote are at the meeting. At such adjourned meeting at which a quorum shall be present in person or by proxy, any business may be transacted that might have been transacted at the meeting as originally called.
Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice.
Section 5. Notice of Meetings. Written, printed, or electronic notice starting the place, day, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting, not less than thirty (30) not more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers calling the meetings.
Notice of the annual meeting must include a description of any matter or matters which must be approved by the members and which involve director conflict of interest; indemnification of officers, employees, and agents; amendments to articles of incorporation or by-laws; articles of merger; sale of assets other than in the regular course of business; or dissolution.
When giving notice of an annual or special meeting of members, the corporation shall give notice of a matter a member intends to raise at the meeting if:
- Requested in writing to do so by a person entitled to call a special meeting; and
- The request is received by the Secretary or President of the corporation at least ten days before the corporation gives notice of the meeting.
In case of a special meeting or when required by statue or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member’s address as it appears on the records of the corporation, with postage prepaid, or when electronically sent to the member’s email address as it appears on the records of the corporation.
Section 6. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy; provided, however, that no proxy shall be valid for more than 3 years from its date of execution.
An appointment of a proxy is revocable by the member by attending any meeting and voting in person; or prior to the vote being taken on an action, by signing and delivering to the Secretary or other officer or agent authorized to tabulate proxy votes in writing stating that the appointment of the proxy is revoked or a subsequent appointment form submitted.
Section 7. Voting by Mail. Any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter, provided however, that action(s) taken by ballot may not be substituted for holding of an annual or special meeting.
Written ballots shall set forth each proposed action; and provide an opportunity to vote for or against each proposed action.
Approval by ballot shall be valid only when the number of votes cast by ballot equal or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the total number of votes cast by the ballot.
All solicitations for votes by written ballot shall:
- Indicate the number of responses needed to meet the quorum requirements;
- State the percentage of approvals necessary to approve each matter other than election of directors; and
- Specify the time by which a ballot must be received by the corporation in order to be counted.
Directors and officers are to be elected by a majority of the members voting on the matter, by mailed ballot in such manner as the Board of Directors shall determine.
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The Board of Directors shall consist of not less than three (3) and not more than ten (10) members. Each director shall be elected by the members at the annual meeting or by mail or electronic ballot in a manner specified by the Board of Directors and shall hold office for two years, with the exception of the offices of Secretary and Treasurer which may be appointed by the President at the President’s discretion, subject to the approval of the remaining members of the BOD. These elections shall be staggered so that not more than one-half of the members of the Board of Directors shall change at a time. A director need not be a resident of the State of Vermont. Except for the public member and the Executive Director, each director must be a member of the corporation.
Any Director is limited to 2 terms in any office and 4 terms total among all Director’s positions held. The exception is office of the Executive Director, for which continuity is valued, but the succeeding terms subject to the discretion of the President and approval by the Board of Directors.
Section 2. Regular Meeting. A regular meeting of the Board of Directors shall be held immediately before or after, and at the same place as the annual members’ meeting to conduct such business as may come before the meeting. The Board of Directors, by resolution, may provide for additional regular meetings which may be held without notice, except to members not present at the time of the adoption of the resolution.
Section 3. Special Meeting. A special meeting of the Board of Directors may be called at any time by the President or by a majority of the directors, for any purpose. Such meeting shall be held at such place or electronically as the conveners may determine.
Section 4. Notice. Notice of any special meeting of the Board of Directors shall be given at least ten days previously thereto by written notice delivered either personally or by mail or telegram to each director at the address shown by the record of the corporation. Notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid, or when sent electronically, to the address of record with the Corporation. Any director may waive notice of any meeting as outlined in Article IV, Section 1. The business to be transacted at the meeting need not be specified in the notice or waiver of notice by such meeting, unless specifically required by law or by these by-laws.
Section 5. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if the action is taken by all members of the Board of Directors. Action may be done by electronic communication.
Section 6. Action by Telephone Meeting. The Board of Directors may act by telephone conference meeting so long as each Board member may hear all other members of the Board of Directors participating in the meeting.
Section 7. Quorum. At all meetings of the Board of Directors, the presence of a majority of the Executive Board of Directors, as defined in Article VI, Section 1, shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise be specifically provided by law, by the Articles of Incorporation or by these by-laws. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken.
Section 8. Vacancies in the Board of Directors. Vacancies in the Board of Directors, whether caused by removal, death, mental or physical incapacity, or by any other reason, including vacancies caused by a decision to increase the number of directors, may be filled by the President with the approval of a majority of the remaining Board of Directors, or by a sole remaining director.
Section 9. Compensation. Unless otherwise stated, Directors shall not receive any compensation for their services, except with the approval of the President and Treasurer. A fixed sum and/or expenses, if any, may be allowed for attendance at any regular or special meeting of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
WAIVER OF NOTICE AND ORDER OF BUSINESS
Section 1. Waiver of Notice. Any notice required by these by-laws, the Articles of Incorporation or the laws of the State of Vermont may be waived in writing by any person entitled to notice and must be filed with the minutes or the corporate records. The waiver or waivers may be executed before, at or after the event with respect to notice waived. Each Director or member attending a meeting without protesting the lack of proper notice, prior to the conclusion of the meetings, shall be deemed conclusively to have waived such notice.
Section 2. Order of Business. The order of business at the Director’s meetings shall be:
- The President will receive agenda items and determine the agenda to be posted as soon as is practicable prior to the meeting.
- In addition to Board Members and other members of the corporation with business on the agenda, attendees will include persons invited by or approved by the President, as needed to conduct business of the meeting.
- The President calls the meeting to order.
- The Secretary calls the roll and determines the number of Directors represented in person or by proxy.
- The Secretary provides proof or notice or Waivers of Notice of the meeting to the President.
- The Secretary reports to the President the number of Directors represented at the meeting, and the President announces whether the Directors represented constitute a quorum according to the by-laws.
- The Secretary reads the unapproved minutes from prior meetings.
- The President calls for discussion, modification, and approval of the minutes as indicated by discussion and Executive Board majority vote.
- The President gives a report of the business affairs and condition of the corporation.
- The President calls upon the Treasurer to give a report of the financial condition of the corporation.
- The President calls for a report pertinent to the agenda from any officer of the corporation or other attendee invited by the President.
- The President asks for nomination for the positions of Directors that are open to election. At this time, generally, a Director will present a slate of proposed Directors to be nominated for the next term as members of the Board of Directors. Another Director will second the nomination. If there are no further nominations, a member will move that the nominations be closed. A vote is taken on closing the nomination.
- The President calls for the disposition of any old business is presented to the members.
- Any new business may be brought up before the meeting.
- Upon motion carried, the meeting is adjourned. A majority may move to suspend the order of business.
Section 1. Election. At the annual meeting of the members, election results shall be announced. The following officers shall constitute the Executive Board: President, President Elect, Past President, Secretary, Treasurer and four separate Members-at-Large. These nine Directors constitute the voting members of the Board of Directors. The President shall nominate and the Board of Directors at any time and from time to time may appoint such other officers as it shall deem necessary, including one or more Assistants to the President Elect, one or more Assistant Secretaries, or one or more Assistant Treasurers who shall hold their offices for such terms as shall be determined by the Board of Directors and shall exercise such powers and perform such duties as shall be determined by the Board of Directors. Any person may hold two or more offices, except that no person shall hold both offices of President and Secretary, or President Elect and Treasurer. Each officer shall hold office until a successor has been duly elected and qualified.
Section 2. Term of Office. The officers of the corporation shall assume their offices at the regular annual meeting of the members. If the announcement of officers is not made at such meeting, such announcement shall be made as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualifies. The terms of office for the President, President Elect and Immediate Past President shall be two years. The terms of office for the Secretary, Treasurer, and Members at Large shall be three years.
Section 3. Removal. Any officer elected by the membership or appointed by the President with approval of the Board or Directors, or appointed by the Board of Directors, can be subject to recall vote when in the judgment of the Board of Directors, the interests of the corporation would be best served thereby. A vote by a simple majority of the membership voting by mail or by a resolution passed by two-thirds of the Board of Directors shall constitute removal of the officer. The website directory reflects current Directors serving, hence also any changes in status.
Section 4. Vacancies. See Article IV, Section 8.
Section 5. Duties and Authority of President. The President shall be chief officer of the corporation. Subject only to the authority of the Board of Directors, the President shall have general charge and supervision over, and responsibility for, the business and affairs of the corporation. Unless otherwise directed by the Board of Directors, all other officers shall be subject to the authority and supervision of the President. The President may enter into and execute in the name of the corporation contracts or other instruments, in the regular course of business or contract or other instrument not in the regular course of business which are authorized, either generally or specifically by the Board of Directors. The President shall have the general powers and duties of management usually vested in the office of President of a corporation.
Section 6. Duties and Authority of President Elect. The President Elect shall perform such duties and have such authority as from time to time may be delegated by the President or by the Board of Directors. In the event of the absence, death, inability or refusal to act by the President, the President Elect with the approval of a majority of the Board of Directors, shall perform the duties and be vested with the authority of the President.
Section 7. Duties and Authority of Treasurer. The Treasurer shall have the custody of the funds and securities of the corporation and shall keep or cause to be kept regular books of account for the corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the President or the Board of Directors. The Treasurer also oversees the funds for the American College of Professional Neuropsychology (ACPN) in its function of offering continuing education opportunities.
Section 8. Duties and Authority of Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these by-laws and shall keep or cause to be kept minutes of all meetings of the members and the Board of Directors. The Secretary shall have charge of the seal of the corporation. The Secretary shall perform such other duties and possess such other powers as are incident to that office now or are assigned by the President or the Board of Directors.
Section 9. Duties and Authority of Immediate Past President. The Immediate Past President shall perform such duties as requested by the President or by the majority of the Board of Directors.
Section 10. Executive Director. The Executive Director shall be a non-voting member of the Executive Board and appointed for a three-year term by the President and ratified by majority vote of the Board of Directors. The Executive Director shall maintain all permanent membership records, compile and distribute directories, respond to correspondence and other duties contracted for by the Board of Directors. The Executive Director shall be directly accountable to the President when the Executive Board is in recess.
Section 11. Member-at-Large. The Member at Large shall be a voting member of the Executive Board and is nominated and then voted into the position by the members. The term for MAL is three years. There are four MALs at any given point in time. The duties of the MAL are as determined by the Board of Directors. They will often help in various committees, marketing projects, and projects for the associated College.
Section 1. Examinations & Credentials Committee. At the annual meeting of the members, the President, with agreement of a simple majority of the Board of Directors, shall appoint no fewer than three (3) and no more than ten (10) persons, who shall constitute the Credentials Committee. The committee members shall serve for three (3) year terms. Any vacancy occurring in the committee by death, resignation, withdrawal from membership or otherwise, shall be filled by selection of the President. Any person so appointed shall serve the remainder of the term of his/her predecessor.
The Examinations & Credentials Committee, when formed, shall organize itself and shall elect from its members a chairperson and a secretary. Members of this committee can be removed for cause at the discretion of the President. At the annual meeting of the members, the President, with agreement of a simple majority of the Board of Directors, shall appoint or sustain no less than one person to serve as the Credentials Committee and to fill any open positions. This committee shall be the review of all applications for membership, conducting examinations, and to recommend appropriate membership status to the Board of Directors.
Section 2. Continuing Education Committee. In order to encourage the pursuit of excellence in the field of clinical neuropsychology, the ABN Board of Directors shall establish a Continuing Education Committee be known as the "American College of Professional Neuropsychology" and ACPN. This committee will have responsibility for recommending, developing and maintaining continuing education activities on behalf of and for the benefit of members of the corporation.
The activities of the American College of Professional Neuropsychology shall be an inherent part of the business and financial activities of the corporation.
Section 3. Other Committees. The Board of Directors by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present may designate one or more additional committees. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint the members thereof. Any member of a committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.
NOMINATIONS AND ELECTIONS
Section 1. Nominations for officers and Board of Directors shall be made by the members of the corporation. Nominations for officers other than Secretary and Treasurer will consist of two candidates for each office. One candidate shall be nominated by the BOD and the other will be an individual who has received the most votes during a call for nominations from the membership. Such a call for nominations will be presented to the members 3 months prior to any scheduled nominating process. If no nominations come from the membership, the board shall select both nominees. Under specific and emergent circumstances, the BOD may ask that only one candidate appear on the ballot for any given office. Placement of a single name in nomination shall require a majority vote of the BOD. Appointment of the Secretary and Treasurer shall occur at the conclusion of each three year term. Only members in good standing may stand for election and hold office.
Section 2. The approved nominations shall be circulated to the members by written notification.
Section 3. In the case of every nomination, the consent of each nominee to have the nominee’s name appear on the ballot shall be obtained.
Section 4. The Board of Directors shall conduct all elections. See Article II, Section IV regarding voting rights.
Section 5. Voting privileges shall be extended only to members of the corporation who are in good standing.
Section 6. Officers and Board of Directors shall be elected by the members of the corporation upon a majority vote of those members voting.
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 1. Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these by-laws, 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 may be confined to specific instances.
Section 2. Checks, Drafts and Orders. 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 or agent or agents of the corporation, and in such manner as from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer of the corporation.
Section 3. 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.
Section 4. Gifts. The Board of Directors and President may accept on behalf of the corporation any contribution, gift, bequest, or device for the furtherance of any purpose of the corporation. All such gifts with value greater $100 and from a single source or entity, whether valued individually or collectively, will be reported to the Board of Directors in writing.
CERTIFICATES OF MEMBERSHIP
Section 1. Certificates of Membership. The Board of Directors shall provide for the issuance of certificates evidencing membership in the corporation, which certificates shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President or the President Elect and by the Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered within each class. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate is lost, mutilated, or destroyed, a new certificate may be issued therefore on such terms and conditions as the Board of Directors may determine.
Section 2. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in the member’s name and delivered to the member by the Secretary.
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 the Board of Directors and Annual Meeting of members. The Board of Directors, officers, and committees having and exercising any of the authority of the Board of Directors, and the Examinations & Credentials Committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.
All books and records of the corporation may be inspected by any member, or his agent or attorney at any reasonable time, so long as the member gives the corporation written notice at least: a) five business days before the date on which the member wishes to inspect and copy and b) any longer time not to exceed 60 days to allow the Board of Directors or President to act upon the request.
The member may inspect and copy records only after a majority of the Board of Directors or President determines that:
- The member’s demand is made in good faith and for the proper purpose; that is in the interest of the corporation;
- The member describes in writing and with reasonable particularity the purpose and the records the member desires to inspect; and
- The records are directly connected with this purpose.
Requests by nonmembers or organizations for inspection or copying of records are to be granted approval only after a majority of the Board of Directors and the President determines that:
- The request is made in good faith and for the proper purpose in keeping with the interests of the membership;
- The written request reflects reasonable particularity of the proper purpose of the records to be forwarded, inspected or copied; and
- The records are directly connected with this purpose; and
- The receiving party agrees to destroy or return all copies of the records as may be specified and not use the record for any purpose not specified in the request.
- The requesting party remits payment determined by the Board of Directors as sufficient to cover the costs of access and transmittal, unless such payment is affirmatively waived by the President or Board of Directors.
This Article does not restrict the prerogatives of the Directors of the Board or the President to release information from records in a manner that is in keeping with the normal course of their proper and designated duties to the organization.
The fiscal year of the corporation shall be on the 1st day of January in each year and end at midnight on the 31st day of December of the same year. However, the dates of the dues cycle may be adjusted buy the Board of Directors by not more than 6 months, and as determined necessary to accomplish prudent operations.
FEES AND DUES
Section 1. Fees. The Board of Directors shall determine from time to time the amount of application, examination and initiation fees.
Section 2. Dues. Shall be determined by the Board of Directors with approval of a majority of those members voting.
AMENDMENT OF BY-LAWS
Section 1. Proposed Alternative. Amendments, herein to include revisions, to these by-laws may be proposed by two-thirds vote of the Board of Directors or by petition to the Board of Directors signed by five percent (5%) of the membership of the corporation. If the proposed amendment is to be voted on at a membership meeting, the corporation shall provide members with notice in writing. The notice shall state that the purpose, or one of the purposes of the meeting is to consider the proposed amendment and it must contain or be accompanied by a copy or summary of the amendment.
Section 2. Adoption of Amendments. An amendment to the corporation’s by-laws to be adopted must be approved:
- By the Board of Directors if the amendment does not relate to the number of directors, the composition of the Board of Directors, the term of office of directors, or the method or way in which directors are elected or selected; and
- By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less.
Each director, officer, and employee of this corporation, and each member who is officially engaged in corporation business, shall be indemnified by the corporation against all costs and expenses (including attorney fees) actually and necessarily incurred by or imposed on him/her in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which he/she may be involved or to which he/she may be made a party by reason of his being or having such member of the Board of Directors, officer, employee, or member except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for the negligence or misconduct in the performance of his/her duty. Such costs and expenses shall include amount reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if a majority of the Board of Directors (excluding the person indemnified) determines that the person indemnified has met the standard conduct as set by Vermont statute. The foregoing right of indemnification shall not be exclusive of any of the rights to which he/she may be entitled as a matter of law or by agreement, or otherwise. Any indemnification, however, shall not exceed the monetary limits of any insurance policy carried for such purpose by the corporation regardless of the absolute monetary amount incurred by any individual member of the Board of Directors, officer, employee, or member engaged in corporation business.