| Article
I: Name
The organization
is a chartered Regional Society of the SOCIETY
OF GASTROENTEROLOGY NURSES AND ASSOCIATES, INC.
(hereinafter referred to as SGNA) , the full
name of which is Gateway SGNA (hereinafter referred
to as the REGIONAL SOCIETY).
Article
II: Purposes
As
a Regional Society of SGNA, the Regional Society's
primary purpose is to bring the benefits of
national membership to SGNA members at the local
level. In recognition of SGNA's purposes, the
purposes for which the Regional Society has
been formed and will be operated are:
-
to unite in one Regional Society persons
engaged in any capacity in the fields of
gastroenterology and/or endoscopy nursing;
-
to encourage and develop educational programs
for persons in such fields;
- to
advance the technology, science and arts
of practitioners in such fields;
-
to advocate optimal care for patients with
digestive disease and those undergoing diagnostic
and therapeutic procedures; and
-
to cooperate with other professional societies,
corporations and governmental bodies involved
in such fields.
Specifically,
the Regional Society's duty is to provide educational
opportunities to its members as required by
the policies and procedures of SGNA.
The
property and income of the Regional Society
shall be used solely for the above-referenced
purposes and shall not inure to the benefit
of any individual, and the Regional Society
shall not engage in any activity which would
prevent it from gaining or cause it to lose
status as an exempt organization under Internal
Revenue Code Section 501(c)(6).
Article III: Membership
3.01
Eligibility (Qualifications)
Membership in the Regional Society shall be
open to all qualified individuals who are members
of SGNA.
3.02
Classes of Members
Classes and categories of members shall be those
designated by the SGNA in its bylaws, as such
bylaws may be amended from time to time.
3.03
Membership Processing
Membership applications, classification changes,
resignations, suspensions and expulsions for
the Regional Society shall be acted upon in
accordance with the determinations of SGNA.
3.04
Membership Benefits
3.041 Publications and programs shall be made
available to Regional Society Members in accordance
with policies and procedures established through
the annual chartering process. In accordance
with SGNA established policies and procedures,
the Regional Society shall issue other official
publications as determined to be within the
scope of the Regional Society's purposes. All
members of the Regional Society shall be included
in the distribution list, as well as the SGNA
Regional Societies Committee Chair and the SGNA
Executive Director.
Article
IV: Nondiscrimination Policy
The policy of the Regional Society
is nondiscrimination on the basis of disability,
race, color, creed, religion, sex, age, country
of origin, country of education, or sexual orientation.
Article
V: Dues
5.01
Dues
5.011 Amount: The Regional Society Board of
Directors shall determine from time to time
the annual dues payable to the Regional Society
by members of each class and/or category, and
shall give appropriate notice to SGNA for the
purpose of collection and administration of
any such dues in accordance with SGNA policies
and procedures.
Article
VI: Officers and Directors
6.01
Officer
6.011
Required elective officers of the Regional Society
shall be President, President-Elect, Treasurer,
Secretary, and Immediate Past President.
6.02
Directors
The Regional Society Board of Directors shall
consist of a minimum of three directors elected
by the members of the Regional Society. The
elective officers may serve simultaneously as
directors to fulfill this requirement.
6.03
Duties
All officers of the Regional Society shall have
such authority and perform such duties in the
management of the Regional Society as may be
provided in these Bylaws, the Articles of Incorporation,
or as may be determined by the SGNA Board of
Directors in policies and procedures not inconsistent
with the Articles of Incorporation or the Bylaws.
More specifically, the officers
shall have the following duties:
6.031 President
The President:
- shall
represent the Regional Society Board of Directors
and the Regional Society;
- shall
preside at all meetings of the Regional Society
and of the Regional Society Board of Directors;
- shall
appoint all non-elective committee chairs
and members with the approval of the Regional
Society Board of Directors;
-
shall serve as ex-officio member without vote
on Regional Society standing and special committees
except the Committee on Nominations and Elections;
- shall
terminate Regional Society committee appointments,
subject to the approval of the Board of Directors;
- shall
submit to the Regional Society Board of Directors
copies of correspondence pertaining to the
affairs of the Regional Society;
- shall,
in the absence of a Treasurer, delegate the
duties and responsibilities of the Treasurer
to another officer, or assume those duties;
- shall
submit to the Regional Society and SGNA Board
of Directors an annual report of the Regional
Society;
6.032 President-Elect
The President-Elect:
- shall
automatically accede to the presidency when
the Regional Society President's term ends;
- shall
become acting Regional Society President and
assume the duties of the office in the event
of the President's absence, disability, or
resignation;
- shall
serve as an advisory member without vote on
Regional Society standing and special committees
and shall also perform such duties as may
be delegated by the Regional Society President,
or by the Regional Society Board of Directors;
6.033
Secretary
The Secretary:
- shall
record or cause to be recorded the minutes
of all meetings of the Regional Society and
the Regional Society Board of Directors;
- shall
be responsible for notification of officers
and directors of meetings of the Board of
Directors;
- shall
preserve correspondence, reports, records,
Bylaws, and the Policy and Procedure Manual
of the Regional Society in a permanent file;
6.034 Treasurer
The Treasurer:
- shall
be responsible for the funds of the Regional
Society;
-
shall be bonded, the cost to be borne by the
Regional Society;
- shall
keep an accurate record of all Regional Society
receipts and disbursements;
- shall
assist in the direction of all financial affairs
and sign checks of the Regional Society, in
accordance with Section 12.03 of these Bylaws;
-
shall present financial reports to the Regional
Society Board of Directors as requested;
-
shall present an annual report to the Regional
Society members at the annual membership meeting;
- shall
serve as Chair of the Regional Society Budget
& Finance Committee.
6.035
Immediate Past President: A Regional Society
President, or an acting Regional Society President
elected by the directors pursuant to Section
6.04, shall have the status of Immediate Past
President until the term as Chair of the Committee
on Nominations and Elections expires as outlined
under Article VII, Nominations and Elections,
Section 7.03, or from the time s/he leaves office
as President or acting President until the next
election of officers. Thereafter, s/he shall
have the status of Past President. The Immediate
Past President shall serve as parliamentarian
while in office.
6.036
Directors: The directors shall have the authority
and perform such duties in the management of
the Regional Society as may be provided in these
bylaws and in SGNA and Regional Society policy.
6.037
Delegates: The Regional Society Delegate and
Alternate Delegate shall represent the Regional
Society to the SGNA House of Delegates Committee.
The Alternate Delegate will be available for
seating if a Delegate is not present. Delegates
and Alternate Delegates must be voting members
of the Regional Society.
6.04 Term
6.041
President and President-Elect: Each elective
officer, except Secretary and Treasurer, shall
serve for one year or until a successor is elected.
The term of office shall begin January 1.
6.042
Secretary and Treasurer: Elections to fill the
office of Treasurer shall be held in even numbered
years. Persons elected as Secretary or Treasurer
shall hold office for a term of two years or
until their successors are elected. Persons
elected as Secretary or Treasurer shall not
be eligible to serve more than two consecutive
terms in the same office.
6.043
Only members serving more than one-half of a
term in the offices of Secretary, Treasurer,
or Director-at-Large shall be considered to
have served a full term. This rule shall not
apply to the offices of President and President-Elect.
6.05
Qualifications
Only voting members of the Regional Society
are eligible to be an elective or appointed
officer of the Regional Society.
6.06 Vacancies
6.061 President: If the office of President
becomes vacant, the President-Elect shall then
become acting President until the end of the
term and shall at that time become President
for the ensuing term.
6.062 President-Elect: If the office of President-Elect
becomes vacant, the vacancy shall be filled
by the affirmative vote of two-thirds of the
members of the Board in office by a currently
seated Board member who meets the qualifications
of President-Elect (see Section 7.02) to serve
as acting President-Elect until the end of the
term.
6.063 President and President-Elect: If the
office of President becomes vacant while there
is a vacancy in the office of President-Elect,
the Board of Directors shall elect by the affirmative
vote of two-thirds of the members of the Board
in office an acting President who shall serve
only until the end of the term of the President.
Then, at the next regularly scheduled election,
a President and President-Elect shall be elected.
6.064 Other Vacancies: If the office of the
Secretary or Treasurer becomes vacant the Board
of Directors shall elect by the affirmative
vote of two-thirds of the members of the Board
in office an acting Secretary or Treasurer from
among the voting members of the Regional Society,
including the officers and directors.
6.07 Incompatibility
Any eligible member may serve both as Secretary
and Treasurer. No person may hold any other
combination of two offices. Any officer may
be chair or a member of any committee.
6.08 Removal
6.081 Officers elected by the membership may
be removed from office by two-thirds vote of
the members present at a membership meeting
at which a quorum (see Section 8.04) is present
or by mail ballot as provided for in Article
VIII of these Bylaws, if, in the judgment of
the members, the best interests of the Regional
Society will be served thereby.
6.082 Officers elected by the Board of Directors
may be removed by the Board by majority vote
of the directors in office, if, in their judgment,
the best interests of the Regional Society will
be served thereby.
6.09 Records
Upon termination of office for any reason, all
officers of the Regional Society shall deliver
all records or other property of the Regional
Society to their successors within 30 days of
termination.
Article
VII: Nominations & Elections
7.01 Elections
7.011 Annual elections shall be conducted to
elect officers and other elective positions.
7.02 Eligibility
7.021 Only voting members are eligible to serve
as a director, officer, or member of the Committee
on Nominations and Elections.
7.022 The President and President-Elect should
satisfy the additional qualification of having
served as a director, Secretary, or Treasurer
prior to nomination.
7.03 Nominating
Procedures
The Immediate Past President shall serve as
chair of the Committee on Nominations and Elections.
If there is no Immediate Past President, the
incoming President shall, with the approval
of the Board of Directors, appoint the Committee
chair. In accordance with policies and procedures
established by the Board of Directors, the Committee
shall consider the qualifications of all candidates
proposed by the membership or by members of
the Committee itself. The Committee shall create
a slate of candidates for presentation to the
membership.
7.04 Election
Procedures
The Committee on Nominations and Elections shall
recommend procedures for elections in accordance
with applicable state law, subject to the approval
of the Board of Directors. Election of officers,
directors and other elective positions shall
be at the Annual Meeting of the Regional Society,
or by mail ballot cast by voting members, with
each member having one vote for each office
to be filled. A plurality shall elect. In case
of a tie for any office, the election shall
be decided by a run-off election between the
two tying candidates. Should the two tying candidates
again tie in the run-off election, the tie shall
be broken in accordance with policies and procedures
established by the Board of Directors. Results
of elections of shall be tabulated and communicated
to members.
Article
VIII: Membership Meetings
8.01 Annual
Membership Meeting
The annual meeting of the Regional Society members
shall be held in the fall of the year on a day
fixed by the President, after consultation with
the Board of Directors. At the annual meeting,
the members shall consider reports from the
directors, officers, and committees, and transact
such other business as may come before the meeting.
At the annual meeting, recommendations will
be developed for resolutions to be brought to
the SGNA House of Delegates. If, in case of
emergency, the annual meeting is not held at
the prescribed time, business which should have
been conducted at the meeting shall be conducted
promptly by mail or at a special meeting of
the members.
8.02
Special Membership Meetings
Special meetings of the Regional Society members
may be called by the President, by a majority
of all the directors, or upon request of at
least ten percent of the voting members. Special
meetings shall be held at such time and place
as the Board of Directors shall determine. Any
business of the Regional Society may be considered
and transacted at any special meeting, provided
written notice has been given to the members
as provided in Section 8.03.
8.03
Notice of Membership Meetings
Written or printed notice stating the place,
day, and hour of any meeting of members shall
be sent by regular mail to each member of each
class not less than 14 days before the date
of such membership meeting. Notice of meeting
published in the journal, newsletter or in separate
communication of the Regional Society which
is distributed within such time limits shall
be valid notice to all members. In the case
of a special membership meeting or when required
by statute or by these Bylaws, the purpose for
which the meeting is called shall be stated
in the notice. Notice of a meeting, whether
published in the Regional Society journal, newsletter
or in separate communication, shall be deemed
to be delivered when deposited in the U.S. mail
addressed to a member at the address as it appears
on the records of the Regional Society with
postage thereon prepaid.
8.04
Quorum
Ten percent of all voting members or three voting
members (whichever is greater), credentialed
in accordance with policies and procedures approved
by the Board of the Regional Society, shall
constitute a quorum at any membership meeting
or for any mail vote in which members vote by
mail. Proxy voting is not valid.
8.05
Voting
8.051 At Membership Meetings: Voting shall be
conducted in accordance with standing rules
adopted by the members in attendance, providing
that no proxy voting shall be allowed.
8.052 By Mail: The directors, by majority vote
of all directors, may order a mail vote on any
item of business which is subject to the approval
of the voting members. An affirmative vote of
a majority of members voting by mail shall be
necessary for adoption of any matter, except
elections, unless a greater number is required
by law, the Articles of Incorporation or these
Bylaws.
8.053 Unless a larger proportion of affirmative
votes is required by these Bylaws, in the Articles
of Incorporation, by law or by the policies
and procedures of SGNA, the affirmative vote
of (a) a majority of the members present and
voting at any duly constituted meeting of the
membership, or (b) a majority of the members
submitting votes in a vote by mail ballot, shall
be sufficient to authorize any act by the membership.
Article
IX: Board of Directors
9.01
Powers
The affairs of the Regional Society shall be
governed and managed by a Board of Directors
duly elected by the Regional Society membership.
Directors must be voting members. In accordance
with policies and procedures promulgated by
SGNA, the Board shall have full authority to
interpret and implement all the provisions of
these Bylaws. All interpretations of the Bylaws
shall be by three-fourths (3/4ths) vote of the
entire Board and shall be final and conclusive.
9.02
Duties
9.021 Perform all duties entrusted to Directors
of a Corporation;
9.022 In accordance with policies and procedures
promulgated by SGNA, develop and abide by the
Bylaws and Policies of the Regional Society;
9.023 In accordance with policies and procedures
promulgated by SGNA, supervise and direct the
business and financial affairs of the Regional
Society;
9.024 In accordance with policies and procedures
promulgated by SGNA, set all fees payable to
the Regional Society;
9.025 In accordance with policies and procedures
promulgated by SGNA, develop, monitor and evaluate
programs which further the Mission and Strategic
Goals of the Regional Society;
9.026 Identify relevant professional issues
for educational presentation to the Regional
Society membership;
9.027 Retain management and staff services (if
applicable) as needed in accordance with policies
and procedures.
9.028 Appoint President and President-Elect
as Delegate and Alternate Delegate to the SGNA
House or in their absence appoint two other
representatives;
9.029 Prepare and submit annual charter documentation
as required by policies and procedures of SGNA
9.03 Number
The Regional Society shall have six directors.
The directors shall be of two kinds: ex-officio
and at-large. Directors shall serve their respective
terms of office and shall continue in office
until their successors have been duly elected.
9.031 Ex-officio Directors: The President, President-Elect,
Secretary, Treasurer, Immediate Past President,
and Delegate and Alternate Delegate to the SGNA
House of Delegates Committee shall, by virtue
of their offices, serve as Regional Society
directors (with vote) while they continue in
such offices.
9.032 Directors-at-Large: The remaining one
of directors shall be elected from the membership
at large and shall serve for terms of two years.
No director-at-large shall serve more than two
consecutive terms. Time served as an ex-officio
director shall not be counted in determining
the two consecutive terms of a director-at-large.
9.04
Meetings
9.041 Annual Meeting: The annual meeting of
the Board of Directors shall be held without
any notice, other than this Bylaw, immediately
before and at the same place as the annual membership
meeting of the members.
9.042 Special Meetings: Special meetings of
the Board of Directors may be called by the
President, or shall be called at the request
of one fourth of the directors. Special meetings
shall be held at such place and time as the
President shall determine. Notice of any special
meeting of the Board of Directors shall be given
at least 5 days previously thereto by written
notice delivered personally or sent by mail
or telegram to each director at the address
as shown by the records of the Regional Society.
Such meetings shall be conducted in accordance
with policies and procedures approved by the
Board of Directors.
9.043 Regular Meetings: Regular meetings of
the Board of Directors shall be convened in
accordance with established policies and procedures.
9.044 Guests: The President may invite guests
in accordance with policies and procedures approved
by the Board of Directors to attend meetings
of the directors but without vote.
9.05
Quorum
A majority of the Board of Directors in office
shall constitute a quorum for the transaction
of business at any meeting of the Board.
9.06
Voting
Each member of the Board of Directors shall
have only one vote as director. No proxy voting
shall be valid. Unless a larger proportion of
affirmative votes is required by these Bylaws,
in the Articles of Incorporation or by law,
the affirmative vote of a majority of the Board
of Directors present and voting at any duly
constituted meeting of the Board shall be sufficient
to authorize any act by the Board of Directors.
9.07
Waiver of Notice
Any director may waive notice of any meeting.
The attendance of a director at any meeting
shall constitute a waiver of notice of such
meeting, except where a director attends a meeting
for the express purpose of objecting to the
transaction of any business because the meeting
is not lawfully called or convened. The business
to be transacted at the meeting need not be
specified in the notice or waiver of notice
of such meeting, unless specifically required
by law or these Bylaws.
9.08 Vacancies
Vacancies occurring among Directors-at-Large
shall be filled by a majority vote of all of
the remaining directors. A director elected
by the Board of Directors to fill such a vacancy
shall serve for the unexpired term of the predecessor
in office.
Article
X: Executive Committee
10.01
Composition
The Board of Directors of the Regional Society
may establish an Executive Committee which shall
consist of the elective officers.
10.02
Duties
Consistent with applicable state law, the Executive
Committee will be charged by the Board with
addressing issues between Board meetings, subject
to limitations imposed by Board policy. The
Executive Committee shall take no action (a)
with respect to the election of officers, or
(b) with respect to filling vacancies on the
Board of Directors or Executive Committee.
Article
XI: Compensation
11.01
Salary
No director or officer shall receive any salary,
fee, or other remuneration for services rendered
as director or officer. The directors may, by
resolution, provide for the payment of reasonable
compensation for services rendered by persons
who may be voting members, directors or officers
of the Regional Society in specific capacities.
11.02
Reimbursement
The Board of Directors may, by resolution, provide
for the reimbursement of any director, officer
or member for reasonable budgeted expenses incurred
by the director, officer or member carrying
out any business of the budgeted expenses incurred
by the director, officer, or member carrying
out any business of the Regional Society including,
but not limited to, traveling to and from attending
meetings of the directors or any Regional Society
committee.
Article
XII: Fiscal Procedures
1201
Annual Budget
The Board shall, by such procedure as it may
prescribe, adopt a budget each fiscal year appropriating
and authorizing expenditures of funds for the
operation of the Regional Society. Funds to
meet this budget are to be provided by the members'
dues or through other means commensurate with
the purposes of the Regional Society and the
applicable laws and policies. The budget shall
be developed and monitored by the Budget &
Finance Committee.
12.02
Contracts
The Board of Directors may authorize any officer,
agent or agents of the Regional Society, 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 Regional Society, and such
authority may be general or may be confined
to specific instances.
12.03
Checks, Drafts, or Orders
All checks, drafts, or orders for the payment
of money, notes, or other evidences of indebtedness
issued in the name of the Regional Society shall
be signed by the Treasurer or, in the absence
of the Treasurer, by the President or other
officer or person of the Regional Society as
designated by the Board of Directors, in accordance
with policies and procedures established by
the Board of Directors.
12.04
Deposits
All funds of the Regional Society shall be deposited
from time to time to the credit of the Regional
Society in such banks, trust companies, or other
depositories as the Board of Directors may select.
12.05
Gifts
The Board of Directors may accept on behalf
of the Regional Society any contribution, gift,
bequest, or device for any purpose of the Regional
Society.
12.06
Fiscal Year
The fiscal year of the Regional Society shall
end on December 31.
12.07
Books and Records
The Regional Society shall keep correct and
complete books and records of account and shall
also keep minutes of the proceedings of its
members, Board of Directors, committees having
and exercising any of the authority of the Board
of Directors, and shall keep a record giving
the names and addresses of all categories of
members. Upon written request to the Board of
Directors, books and records of the Regional
Society may be inspected by any member, or the
member's agent or attorney for any proper purpose
at any reasonable time.
Article
XIII: Committees
13.01
Standing Committees
13.011 The Regional Society shall have the following
Standing Committees: Budget & Finance, Nominations
and Elections, and Program.
13.012 The members of the Committee on Nominations
and Elections shall be elected or appointed
pursuant to policies and procedures. Vacancy:
A vacancy in the Committee on Nominations and
Elections shall be filled by majority vote of
the Board of Directors in office. A vacancy
in the chairmanship of the Committee shall be
appointed in accordance with policies and procedures
by the President with the approval of the Board
of Directors.
13.013 The other standing committees and their
chairs shall be appointed by the President with
the approval of the Board of Directors. All
chairs must be voting members of the Regional
Society. Committee members may be selected from
any class of membership. Any member thereof
may be removed by the person or persons authorized
to appoint such member whenever in their judgment
the interests of the Regional Society shall
be served by the removal.
13.014 Duties of committees shall be specified
and approved by the Board of Directors in accordance
with established policy.
13.02
Special Committees
Other committees with limited authority may
be designated by a resolution adopted by a majority
of the directors present at a meeting at which
a quorum is present. Except as otherwise provided
in such resolution, members of each such committee
should be members of the Regional Society, and
the President of the Regional Society shall
appoint the members thereof. Any member thereof
may be removed by the person or persons authorized
to appoint such member whenever in their judgment
the interests of the Regional Society shall
be served by the removal.
Article
XIV: Waiver of Notice
Whenever
any notice is required to be given under the
provisions of applicable law or under the provision
of the Articles of Incorporation of the Regional
Society 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.
Article
XV: Parliamentary Authority
The
rules contained in the current edition of Robert's
Rules of Order, Newly Revised shall govern the
Regional Society in all cases to which they
are applicable and in which they are not inconsistent
with statute, these Bylaws or a specific provision
of the Articles of Incorporation and any special
rules of order the Regional Society may adopt.
Article XVI: Indemnification
and Insurance
16.01
Indemnification
The Regional Society shall, to the fullest extent
permitted by law, indemnify and hold harmless
each person who serves as an officer of the
Regional Society, as a member of the Board of
Directors of the Regional Society, as a member
of any duly authorized committee of the Regional
Society, or as an employee of the Regional Society,
from and against any and all claims and liability,
whether the same are settled or proceed to judgment,
to which such person shall have become subject
by reason of his or her having acted in the
capacity or capacities heretofore enumerated,
or by reason of any action alleged to have been
taken or omitted by him or her in such capacity,
and shall reimburse (to the extent not otherwise
reimbursed by insurance) each such person for
all legal and other expenses, including the
cost of settlement, reasonably incurred by him
or her in connection with any such claim, liability,
suit, action or proceeding; provided, however,
that no such person shall be indemnified against,
or be reimbursed for, any claims, liabilities,
costs or expenses incurred in connection with
any claim or liability, or threat or prospect
thereof, if he or she did not meet the standards
of conduct required by applicable law in order
to permit the corporation so to indemnify him
or her, or if the claim or liability arose out
of the person's:
-
willful
failure to deal fairly with the Regional
Society or its members in connection with
a matter in which the person has a material
conflict of interest;
-
violation of criminal law, unless the person
had reasonable cause to believe his or her
conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful;
-
transaction from which the person derived
an improper personal profit or benefit;
or
-
willful misconduct.
16.02 Insurance
The Gateway Regional Society of Gastroenterology
Nurses and Associates, Inc. may obtain insurance
to protect the officers, directors, committee
members and members, the staff and the Regional
Society against liability, in accordance with
the policies and procedures of SGNA.
Article XVII: Dissolution
17.01
In the event of dissolution of the Regional
Society, the net assets of the corporation shall
be applied and distributed as follows:
17.011 All liabilities and obligations shall
be paid, satisfied, and discharged, or adequate
provision shall be made thereof in accordance
with applicable law.
17.012 If any assets shall remain after the
provisions of Sections 17.011 of the Bylaws
have been complied with, any remaining assets
shall be distributed to SGNA for application
to activities and purposes consistent with those
of the Regional Society.
Article
XVIII: Amendment of Bylaws
18.01
Amendments
In this Article, the term "Amendment"
means and includes any and all of the following:
The adoption of a new Bylaw; the change in part
or whole of an existing Bylaw; or the repeal
of a Bylaw.
18.011
Amendments to these bylaws shall be submitted
in writing to SGNA no later than 30 days following
the adoption of such amendments. SGNA retains
the right to approve such amendments and to
provide appropriate language (consistent with
the approved amendment) before they take effect
for the Regional Society . These bylaws must
at all times be consistent with the bylaws of
SGNA. Should the bylaws of SGNA be changed in
such a manner as to render these bylaws inconsistent
therewith, then these bylaws shall be amended
immediately to eliminate said inconsistency.
18.02
At Annual Meeting
The Bylaws may be amended at any Annual Business
Meeting but no Amendment shall be voted upon
and adopted unless:
18.021 Such Amendment has been sent, in proposed
form, to each voting member at least thirty
(30) days prior to the annual meeting; and unless
18.022 Such proposed Amendment receives the
affirmative vote of two?thirds of the votes
cast at an annual membership meeting.
18.03
Between Annual Business Meetings
In the absence of, or between Annual Business
Meetings, Amendments to the Bylaws may be submitted
to the membership by mail ballot conducted by
the Board, provided that a period of at least
thirty (30) days shall be given between the
date the ballots are mailed and a date fixed
for the close of voting thereon. To be adopted,
each such Amendment must receive the affirmative
vote of two-thirds (2/3rds) of the members voting
by mail.
18.04
By Written Petition
Amendment to the Bylaws may be proposed by written
petition signed by at least twenty percent (20%)
of the then total voting membership and delivered
to the Board not less than forty-five (45) days
prior to the date any Annual Business Meeting
so that notice thereof may be sent to each member
at least thirty (30) days prior of the Annual
Meeting.
Article
XIX: Applicable Law
In
the event of a conflict between the terms of
these Bylaws and the state law applicable to
the Regional Society, the relevant provisions
of the applicable state law shall govern.
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