ARTICLES OF INCORPORATION
The American Association for Aerosol Research was originally incorporated in the State of New York, on July 29, 1981. The Association may establish bylaws and make rules and regulations which are deemed expedient for the management of corporate affairs so long as such bylaws and regulations are not inconsistent with the laws of the State of New York and other governmental requirements.
AMENDED AND RESTATED BYLAWS FOR THE AMERICAN ASSOCIATION FOR AEROSOL RESEARCH
Approved [June 22, 2021]
Article I: NAME, OBJECTIVE
Section 1. NAME. The name of this Association shall be the American Association for Aerosol Research, hereinafter designated as the Association. The approved abbreviation of the name, when an abbreviation is proper, shall be AAAR. The headquarters of the Association shall be at such place as may be determined by the Board of Directors.
Section 2. OBJECTIVE. The purpose of the Association shall be to advance science and engineering in all aspects of aerosol research and to facilitate the exchange of information among its members and other disciplines. The Association shall not assume a position of advocacy with respect to any issue beyond the stated purpose of the Association. No part of the net earnings of the Association shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes hereinabove set forth.
Article II: MEMBERSHIP
Section 1. MEMBERSHIP. The Association shall have four (4) categories of membership: full, student, retired, and organizational member. Subject to the approval of the application for membership by the Executive Committee, and payment of such dues as may be fixed by the Board of Directors, membership in this Association shall be open to all persons who are in agreement with its purpose regardless of race, gender, religion, nationality, or occupation (each such member an “Association Member”, and collectively, the “Association Membership”).
Section 2. FULL. Full membership is for individuals who subscribe to the goals of the Association and pay full membership dues. Full membership entitles the individual to voting rights in the Association and other rights and privileges as defined by the Association.
Section 3. STUDENT. Students with an interest in aerosol science who are enrolled in a degree program shall be eligible for student membership in the Association. Student membership does not grant voting rights in the Association. Special rights and privileges may be bestowed by the Association. Student membership dues are determined by the Board of Directors and shall not exceed one half of full membership dues.
Section 4. RETIRED. Retired membership status can be selected by a full member who has retired from employment in aerosol science. This membership category can be granted by the Executive Committee after a written petition requesting the change in membership category is filed by the full member. Retired membership entitles the individual to voting rights in the Association. Other special rights and privileges may be bestowed by the Association. Dues for retired membership are determined by the Board of Directors and shall not be greater than one half of full membership dues.
Section 5. ORGANIZATIONAL MEMBER. The Organizational Member is a category of membership open to organizations. The organization shall have the right to be called an "Organizational Member of the American Association for Aerosol Research." At least one individual from the organization will enjoy full member privileges (as stated in Section 2) in this Association and be designated as the Organizational Member's representative. Additional rights and privileges may be granted by the Association.
Section 6. TERMINATION OF MEMBERSHIP. The cause and established rule for the termination of membership shall be by reason of nonpayment of dues.
Section 7. NOTICES TO MEMBERS. All notices to Members permitted or required under these Bylaws shall be in writing, and may be sent via postal service or other reputable carrier or via electronic means, such as by electronic mail (email) or facsimile (fax), in accordance with the respective contact information on file with the Association for each Member.
Article III: MEETINGS OF MEMBERS
Section 1. BUSINESS MEETINGS. Annual business meeting of Association Members shall be held during the week of scheduled technical meetings on such dates as may be set by the Board of Directors. A minimum agenda will be required and will include reports by, or on behalf of, the President, Treasurer, and Secretary.
Section 2. SPECIAL MEETINGS. Special meetings of Association Members may be held whenever called by vote of the Board of Directors and shall require a published agenda.
Section 3. PLACE OF MEETINGS. All meetings of Association Members shall be held at such place or places as may from time to time to be fixed by the Board of Directors.
Section 4. NOTICE OF MEETINGS. Except as otherwise required by statute, written notice of each meeting of Association Members, whether annual or special, shall be given to each Association Member at least twenty (20) days before the day on which the meeting is to be held.
Section 5. QUORUM. Fifty (50) Association Members present in person or by proxy or one-tenth (1/10) of the total membership present in person or by proxy, whichever is lesser, shall constitute a quorum for a general or special meeting of Association Members. Validity of proxies will be established by the Secretary of the Association.
Section 6. VOTING RIGHTS. Each Association Member in good standing in a membership category with voting rights (each a “Voting Member”) shall have the right to one (1) vote in any matter subject to a vote of the Association Members. Such a vote may be exercised in person or by proxy.
Section 7. ORGANIZATION. The President shall call meetings of Association Members to order and shall act as Chairperson of such meeting. The meetings shall be conducted under Roberts Rules of Order. In the absence of the President, the Vice President shall preside.
The Secretary shall act as the Secretary of all meetings of Association Members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
Article IV: BOARD OF DIRECTORS
Section 1. THE BOARD. Management of all the affairs of property and interests of the Association shall be vested in a Board of Directors. There shall be fifteen (15) voting members of the Board of Directors (each a “Director”). Nine (9) Directors shall be elected at large by the full membership and shall serve three (3) years with staggered terms, so that three (3) at-large Directors will be elected each year. The remaining six (6) Directors shall be the elected Executive Officers restricted to the President, Vice President, Vice President-Elect, Secretary, Treasurer, and, in alternate years, the Secretary-Elect or the Treasurer-Elect. Duties of the Association's officers are described in Article VI.
In addition to the power and authorities granted by these Bylaws and that the Certificate of Incorporation expressly confers upon them, the Board of Directors may exercise all such powers of the Association and all such lawful acts and things that are not by statute, by the Certificate of Incorporation, or by these Bylaws directed or required to be exercised or done by the Association Members.
In case of any vacancy in the number of Board of Directors at large for any cause, the remaining Directors, by affirmative vote of the majority thereof, shall elect a successor to hold office for the unexpired portions of the term of the Director at large whose place shall be vacant and until the election of his successor.
Section 2. VOTING RIGHTS. Each voting Director shall have one (1) vote in any matter subject to a vote of the Board of Directors and any one (1) or more Directors or any committee of the Board of Directors may participate in a meeting of such Board or such committee by means of remote communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 3. MEETINGS. The annual meeting of the Board of Directors shall be held following each election (typically, the Fall Board Meeting at the AAAR annual conference). Other meetings of the Board of Directors shall be held whenever called by the President or a majority of the voting Directors currently in office (which may specifically include, for example, the Winter Board Meeting which is typically scheduled for late winter each year).
The Secretary shall give notice of each meeting by verbal or written notification at least five (5) days before the meeting. No notice shall be required as to any Director who shall attend such meeting, and if any Director shall waive notice of any meeting before or after such meeting is held, notice shall not be required as to such Director. The quorum for any meeting of the Board of Directors shall be a majority of Directors.
Section 4. NOMINATION AND ELECTION.
a. Nominating Committee. At the annual meeting, the Board shall appoint a Nominating Committee of at least three (3) members (each a “Nominating Committee Member”), all of whom shall have been Association Members for not less than one (1) year at the time of their appointment. The appointment shall specify the chairperson who shall be the Immediate Past President. The Nominating Committee Members for a given year shall not be eligible for nomination to any elective office during the year in which they serve. The Association shall notify the membership of the Association of the composition of the Nominating Committee in the call for nominations sent to the entire Association Membership. Any Association Member in good standing may suggest to the Nominating Committee, in writing, nominees for Director of the Association and officers-elect.
b. Slate. The Nominating Committee shall prepare a slate of candidates for Directors and Officers in order to fill all vacancies, which will be created by Directors who will retire from the Board or as an Executive Officer (as defined in Article VI, Section 1) at the time of the next annual meeting. All candidates for Directors or Executive Officers shall have been Association Members in good standing for at least one (1) year prior to their nomination. All candidates must consent in writing to serve on the Board of Directors or as an Executive Officer of the Association.
This Committee shall examine the existing Board as to the number of Directors retiring therefrom (thereby creating vacancies), and shall note the nature of their employment at the time nominations are made, and the Committee's nominations for replacements in occurring vacancies shall be such as to retain, consistent with Board policies and to the extent practical, a Board which is representative of the current membership. In making nominations, the Committee shall take into account the various interests in the Association such as, but not limited to: industrial firms and manufacturers, educational institutions, scientific bodies and organizations, and physicians, etc.
By six (6) months before the next annual meeting, the Nominating Committee shall submit a report to the Board.
c. Official Ballot. The Association shall distribute to each Voting Member an official ballot no later than ninety (90) days prior to the next annual meeting. The ballot shall contain the following items: A listing of the nominations for all the vacancies beginning with the succeeding fiscal year.
A blank, opposite or adjoining the name of each nominee, to enable a Voting Member to write in a substitution if he/she wishes to do so.
A set of standard instructions for voting which the Board shall have established.
d. Campaigning. If more than one (1) candidate is nominated for any office, including Board of Directors, it shall be the policy of the Association that no election campaign of any kind shall be fostered or conducted by or on behalf of any candidate. The ballots shall be accompanied by appropriate biographies prepared by the Nominating Committee and a statement of intent by each candidate. If more than one (1) candidate is nominated for any office, including Board of Directors, the position of such candidates on the ballot shall be determined by the drawing of lots.
No candidate shall knowingly allow any campaigning on his behalf. Such campaign activity, as described in the preceding paragraph, may be considered as sufficient cause for the Board, by a majority of those Directors voting, to declare a candidate to be ineligible for election.
e. Ballot Eligibility and Tabulation. No ballot shall be counted unless it is received at the office of the Association no later than sixty (60) days prior to the next Annual Meeting. Ballots may be submitted by letter or by electronic means approved by the Board that assures the principles of only Voting Members voting, one vote for each Voting Member and anonymity of votes. All letter-ballots shall be verified for eligibility of the voter by comparing the name on the outside of the envelope with the membership list on file, in the presence of a committee of at least two (2) tellers appointed by the President. The tellers shall remove and destroy all outside envelopes and shall then proceed with the tabulation including electronic ballots. At least one (1) of the tellers shall be a member of the Association or an individual designated by name by the President who will certify in writing as to the appropriateness of the chain of custody of the ballots and the accuracy of the tally. A plurality of the votes cast will decide the election. In case of ties, the election will be decided by lots.
f. Notification. The committee of tellers shall promptly report the results of the election to the President, who shall notify those elected immediately. The result of the election shall also be announced at the annual meeting. The Board shall be responsible for news releases.
Section 5. EX OFFICIO MEMBERS OF THE BOARD OF DIRECTORS. The Executive Director (as defined in Article VI, Section 9 of these Bylaws) and the Immediate Past President (as defined in Article VI, Section 2 of these Bylaws) shall be ex officio members of the Board of Directors, authorized to attend all meetings of the Board of Directors and participate in all discussions, but with no right to vote in any decision by the Board of Directors.
Article V: COMMITTEES OF THE BOARD
Section 1. EXECUTIVE COMMITTEE. The Board of Directors shall designate an Executive Committee consisting of the President, Vice President, Vice President-Elect, Secretary, and Treasurer, and may also appoint the Executive Director (as defined in Article VI, Section 9 of these Bylaws) and/or Immediate Past President (as defined in Article VI, Section 2 of these Bylaws) as ex officio members of the Executive Committee authorized to attend all meetings of the Executive Committee and participate in all discussions, but with no right to vote in any decision by the Executive Committee. During the interval between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management and direction of the business and affairs of the Association, in such a manner as they shall deem best for the interest of the Association in all cases in which specific directions shall not have been given by the Board of Directors.
During the interval between meetings of the Executive Committee, the President shall possess and may exercise such powers vested in the Executive Committee as from time to time may be conferred upon him by resolution of the Board of Directors or of the Executive Committee.
Section 2. NOMINATING COMMITTEE. Defined in Article IV.
Section 3. BYLAWS. The Bylaws Committee shall be responsible for amending the Bylaws of the Association as described in Article VII. The Chairperson of the Bylaws Committee is appointed by the President.
Section 4. OTHER COMMITTEES. The Board of Directors can designate other special committees and working groups of the Board to carry out functions as may be deemed advisable.
Section 5. FINANCE. The Finance Committee shall be responsible for the financial affairs of the Association and shall advise the Treasurer. The Finance Committee shall consist of the Treasurer, the President, the Treasurer-Elect in the years in which the office is filled, and at least three (3) members of the Association. The Treasurer shall serve as the Chairperson of the Finance Committee.
Section 6. Except where otherwise set forth in these Bylaws, the chairs and members of the committees of the Board shall be nominated by the President and approved by the Board.
Article VI: OFFICERS
Section 1. OFFICERS. The “Executive Officers” of the Association shall be President, Vice President, Treasurer, and Secretary, all of whom shall have been previously elected to one (1)-year terms to the office of Vice President-Elect, Treasurer-Elect, and Secretary-Elect by the full membership. Additionally, the Executive Officers shall include a Vice President-Elect, a Secretary- Elect, and a Treasurer-Elect, all elected by the full membership. The Board of Directors may appoint such other officers as may be deemed necessary.
Section 2. PRESIDENT. The “President” shall be the chief executive officer of the Association and shall serve for one (1) year. The President's duties are: to preside at all meetings of the Association Members and of the Board of Directors; to have general and active management of the business of the Association; to see that all orders and resolutions of the Board of Directors are carried into effect; and to execute all contracts and agreements authorized by the Board of Directors.
The President shall have the general supervision and direction of the other Executive Officers of the Association and shall see that their duties are properly performed.
The President shall submit a report of the operations of the Association for the year to the Association Members at the Annual Meeting.
The President shall be an ex officio member of all standing committees and shall have the general duties and powers of supervision and management usually vested in the office of president of a corporation. The President, after serving one (1) year, shall be designated “Immediate Past President” for one (1) year.
Section 3. VICE PRESIDENT. The “Vice President” shall serve a one (1)-year term and shall be vested with all the powers required to perform all the duties of the President in the President's absence or disability, and the Vice President shall perform such other duties as may be prescribed by the Board of Directors. The Vice President shall become the President of the Association after serving one (1) year as Vice President.
Section 4. VICE PRESIDENT-ELECT. A “Vice President-Elect” shall be elected to a one (1)-year term and shall become the Vice President of the Association after serving one (1) year as Vice President-Elect. The Vice President-Elect shall serve as President in the absence of the President and the Vice President.
Section 5. TREASURER. The “Treasurer” shall serve a two (2)-year term and shall have custody of the funds and securities of the Association, keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at meetings of the Board, whenever they may require it, an account of all transactions as Treasurer and of the financial conditions of the Association.
The Treasurer shall give the Association a bond, if required by the Board of Directors, in such sum and form, and with security satisfactory to the Board of Directors, for the faithful performance of the office and the restoration to the Association in case of death, resignation or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession belonging to the Association. The Treasurer shall perform such other duties as the Board of Directors may from time to time prescribe or require. The Treasurer shall attend to the giving and serving of all notices of the Association including filing any required U.S. and State Internal Revenue forms.
Section 6. TREASURER-ELECT. There shall be a “Treasurer-Elect” of the Association who shall be elected to a one (1)-year term by the Voting Members in alternate years. The Treasurer-Elect shall assist the Treasurer and shall become the Treasurer after serving one (1) year as Treasurer-Elect.
Section 7. SECRETARY. The “Secretary” shall serve a two (2)-year term, and shall keep the minutes of all meetings of Association Members and of the Board of Directors.
Section 8. SECRETARY-ELECT. There shall be a “Secretary-Elect” of the Association who shall be elected to a one (1)-year term by the Voting Members in alternate years, not to coincide with the election of the Treasurer-Elect. The Secretary-Elect shall assist the Secretary and shall become Secretary after serving one (1) year as Secretary-Elect.
Section 9. EXECUTIVE DIRECTOR. The Board of Directors may appoint an “Executive Director” of the Association who shall serve at the pleasure of the Board of Directors, and may be a contractor, in which case a term of service may be determined by the applicable agreement between the Association and such contractor. The Executive Director shall report to the President and shall manage the day-to-day operations of the Association.
Article VII: ENDOWMENT
Section 1. ENDOWMENT FUND. The Association shall establish an Endowment Fund with a mission of assisting in advancing aerosol science and technology by providing financial support for AAAR's programs. The vision for the Endowment Fund shall be to establish and increase in net worth a set of endowment funds that will provide significant, stable, long-term financial support to aid in achieving AAAR's strategic objectives. It is intended to complement AAAR's revenue from dues and other sources.
Section 2. MANAGEMENT. The management of the AAAR's Endowment Fund shall be vested with an Endowment Committee. The Endowment Committee shall be responsible to the AAAR's Board of Directors and shall work with the Finance Committee and other Association committees to achieve the mission and vision of the Endowment Fund. Legal fiduciary responsibility for the AAAR Endowment Fund shall be vested with the Board of Directors.
Section 3. RESPONSIBILITY. The Endowment Committee shall provide leadership for the AAAR's philanthropy-based long-term fund raising activities. The Endowment Committee will develop, review, revise and implement policies for fundraising, oversee the investment of endowment funds in cooperation with the Finance Committee, and recommend to the Board of Directors the use of these funds to support AAAR's Programs. The Endowment Committee will develop philanthropy-based fundraising goals, spear head fundraising activities and educate AAAR members as to the value of philanthropic giving to the AAAR's Endowment Fund.
Section 4. STRUCTURE. The Endowment Committee consisting of seven (7) individuals, not counting ex officio members, shall be appointed by the AAAR president (each an “Endowment Committee Member”). The Endowment Committee Members shall include the Immediate Past President (one-year (1) term), immediate past Treasurer (two-year (2) term) and one (1) appointee (three-year (3) term), selected from among past members of the Executive Committee. The four (4) at-large members (three-year (3) term) shall include Full members in good standing of at least one (1) year at the time of appointment or donors who have made significant financial contributions to the Endowment Fund and who have indicated a willingness to serve a three-year (3) term as an Endowment Committee Member. Individuals may be reappointed as Endowment Committee Members, but in no case shall they serve more than two (2) consecutive three (3)-year terms. In the event of a vacancy on the Endowment Committee, including vacancies occurring as a result of a former officer declining appointment to the Endowment Committee or resignations, the current President shall appoint an individual from the previously described slate of candidates to complete the unexpired term of office. During any period of time in which at least one vacancy exists, the Endowment Committee may continue its operation for up to forty-five (45) days upon approval by the Board of Directors. All appointments by the President shall be subject to ratification by the Board of Directors. AAAR's current Treasurer, during the first year of his or her term, the Treasurer-Elect when that office is filled, the current President and the Executive Director, by virtue of their offices, shall serve ex officio as nonvoting members of the Endowment Committee. The chair of the Endowment Committee (the “Endowment Committee Chair”) shall be appointed by the President from among the members of the Endowment Committee subject to ratification by the Board of Directors.
Section 5. CREATION OF SUBFUNDS. The Endowment Committee shall recommend to the Board of Directors the creation of subfunds within the Endowment Fund consistent with the needs of AAAR, the instructions of donors and the regulations of the United States Internal Revenue Service and the jurisdiction in which AAAR is incorporated. To attract the broadest possible donor support, the Endowment Committee shall establish multiple kinds of subfunds such as (a) Quasi Endowment Funds whose use will be restricted by donor-imposed time and/or donor-imposed purpose restrictions and (b) True Endowment Funds based on donor imposed restrictions as to use, such funds to be maintained and used by AAAR in perpetuity for the donor-identified purpose. The Endowment Committee will periodically review and recommend to the Board of Directors the minimum contribution(s) required to establish a Quasi Endowment Fund. The Endowment Committee will periodically review and recommend to the Board of Directors the minimum contribution(s) required to establish a True Endowment Fund to be maintained and used in perpetuity for the donor-identified purpose. The Endowment Committee, to assist in the solicitation of funds from multiple donors, may recommend the establishment of separate subfunds to be used for purposes and over time periods identified by the Endowment Committee. The purpose and time period of all subfunds of the AAAR Endowment Fund must be ratified by the Board of Directors. The Endowment Committee shall provide donors the opportunity to name subfunds for individuals and/or intended purpose of use. All documents related to the solicitation of funds, the maintenance and investment of funds and the use of funds shall receive appropriate review by legal counsel.
Section 6. INVESTING. The Endowment Committee shall provide input to the Finance Committee and Board of Directors for establishing an investment policy for the Endowment Fund that is consistent with securing both long-term appreciation of the assets within the Endowment Fund and safe-guarding the total value of these assets. The Endowment Committee shall, along with the Finance Committee, regularly (at least annually) review the investment performance of the Endowment Fund and, taking account of inflation, recommend to the Board of Directors a percentage rate for disbursement of the True Endowment Fund's assets that will ensure that these funds continue in perpetuity.
Section 7. BUDGETING. The Treasurer shall annually, as part of preparation of AAAR's budget for the following year, provide the Endowment Committee and AAAR Board of Directors with information on the funds available for expenditure from the various subfunds within the Endowment Fund. The Board of Directors shall approve, on recommendation of the Endowment Committee, the expenditure of Endowment Fund proceeds consistent with the instructions of the donors and any legal restrictions. Investment management expenses shall be deducted from the funds. Any other operating expenses of the Endowment Fund shall be treated as an ordinary operating expense of the AAAR and not charged against the Endowment Funds.
Section 8. REPORTING. The Treasurer shall annually prepare a report on the performance and status of the Endowment Fund. This report shall include the status of all individual subfunds at the beginning and end of each year, the amounts of funds contributed by donors during the year, the return on investment, and the amount and purpose of disbursements from the Endowment Fund and a list of contributors with the exception of any donors who wish to remain anonymous. The annual report of the Endowment Fund shall be reviewed with the Endowment Committee and presented to the Board of Directors at the Winter Board Meeting. The Treasurer will update the report before the annual conference and the Endowment Committee will create a summary report to present to AAAR membership at the annual meeting of the Association Members and to publish on the AAAR web site. The President with support of the Endowment Committee shall send an appropriate annual report to each donor.
Section 9. CONTRIBUTIONS. The AAAR shall only accept contributions to the Endowment Fund for purposes consistent with the AAAR's strategic objectives and the AAAR's status as a non-profit entity designated as having §501(c)3 status under the United States Internal Revenue Service Code. The Endowment Committee shall make recommendations to the Board of Directors on issues concerning acceptance and use of contributions to the Endowment Funds. The final authority for decisions on acceptance and use of Endowment Fund contributions is vested with the Board of Directors.
Section 10. MATCHING CONTRIBUTIONS. The Endowment Committee may, at its discretion, from time to time recommend to the Board of Directors that AAAR assets, other than those within the Endowment Fund, be used to match contributions made to the various subfunds within the Endowment Fund. The specific amount allocated for use as Matching Funds shall be approved by the Board of Directors.
Section 11. GOVERNANCE. Management of the Endowment Fund will be guided by these Bylaws and written policy guidance that is consistent with the Bylaws. The Endowment Committee will periodically review the written policy guidance for its adequacy in guiding management decisions and, when necessary, propose modifications to existing policy guidance or propose new guidance. Changes in policy guidance or proposed new policy guidance shall be initiated by the Endowment Committee and submitted to Board of Directors for ratification.
Section 12. POTENTIAL DISSOLUTION OF AAAR. In the event the Board of Directors determines the need to dissolve the AAAR, the assets in the AAAR Endowment Fund (including all the subfunds) shall be transferred to another non-profit, science-based corporation that has §501(c) (3) status. Documentation concerning the creation of each subfund and its purpose(s) shall be provided to the new corporate entity to assist in ensuring that the transferred funds will be used for purposes consistent with the wishes of the original donors.
Article VIII: AMENDMENTS
Section 1. PROPOSAL OF AMENDMENTS. Amendments to these Bylaws may be proposed in any of the following ways:
a. By Single Member. Any Association Member may submit, in writing, a proposed amendment to the Board of Directors. The Board may then direct the Bylaws Committee to review the proposed amendment in accordance with Section 4 of this Article. Upon receipt of the recommended language of the proposed amendment from the Bylaws Committee and approval by the Board of Directors, said Board shall direct the notice of the proposed amendment be given in accordance with Section 2 of this Article.
b. By Petition of Twenty Members. A proposed amendment bearing the signatures of not fewer than twenty (20) Voting Members may be submitted, in writing, to the Bylaws Committee. The Bylaws Committee shall review the proposed amendment in accordance with Section 4 of this Article. Upon receipt of the recommended language of the proposed amendment from the Bylaws Committee and approval of the Board of Directors, the Board shall direct that notice of the proposed amendment be given in accordance with Section 2 of this Article.
c. By Petition of One-Hundred Members. A proposed amendment bearing the signature of not fewer than one-hundred (100) Voting Members may be submitted, in writing, to the Board of Directors. Upon approval by at least five (5) Directors, the Board of Directors shall direct the Bylaws Committee to review the proposed amendments in accordance with Section 4 of this Article. Upon receipt of the recommended language of the proposed amendment from the Bylaws Committee, the Board shall submit the proposed amendment to the membership for adoption in accordance with Section 5 of this Article.
d. By the Bylaws Committee. The Bylaws Committee may, in its own initiative, submit a proposed amendment, in writing, to the Board of Directors. Upon approval by the Board of Directors, the Board shall direct that notice of the proposed amendment be given in accordance with Section 2 of this Article.
Section 2. NOTICE OF AMENDMENT. Notice of any proposed amendment, for which notice is required, shall be distributed to each Voting Member, at such address as appears in the records of the Association. Said notice shall be distributed not less than thirty (30) days prior to the annual meeting of the Association Members at which such amendment is to be discussed. Publication of said notice in any official publication of the Association shall be deemed to be notice for purposes of this section.
Section 3. DISCUSSION OF AMENDMENT. Any proposed amendments for which notice has been properly given shall be in order for discussion by the members at the annual meeting of the Association Members. The Board of Directors shall submit the proposed amendment to the Voting Members for adoption in accordance with Section 5 of this Article before the next year's annual meeting.
Section 4. LANGUAGE OF AMENDMENT. The Bylaws Committee shall review the language of a proposed amendment for technical correctness and shall make any changes to the language of the proposed amendment and any other sections of these Bylaws, which are affected by the proposed amendment as it deems necessary to effect the proposed amendment. The Bylaws Committee shall submit its recommended language to the Board of Directors within one-hundred twenty (120) days of the Bylaws Committee's receipt of the proposed amendment.
Section 5. SUBMISSION OF AMENDMENT. All proposed amendments, which are to be submitted to the membership, shall be transmitted to all Voting Members together with secret, sealed ballot envelopes for voting or electronic voting as provided for in Article IV, Section 4e.
Section 6. VOTING ON AMENDMENT. The adoption of the amendment shall require a vote by the members of the Association in its favor of two-thirds (2/3) of votes cast. The votes shall be required to be returned to the Association not later than sixty (60) days after the mailing of the proposed amendment. The same provision for verification and vote tabulation by tellers, as specified in Section 4e of Article IV, shall be used.
Section 7. ADOPTION OF AMENDMENT. Should the proposed amendment(s) receive two-thirds (2/3) of the votes cast by all Voting Members, the amendment(s) shall become effective immediately, shall be made a part of these Bylaws, and the membership shall be notified accordingly.
Article VIII: DISSOLUTION OF THE ASSOCIATION
Section 1. The Association shall be dissolved upon passage of a Proposal of Dissolution which shall require three-fourths (3/4) of the Voting Members or whenever the membership becomes fifty (50) or fewer individuals.
Section 2. Any assets will be used to reduce any indebtedness and any remaining funds shall be given to a charity.