AMENDED AND RESTATED BY-LAWS
OF
IGNATIUS-CHICAGO SAILING ASSOCIATION, INC.
Approved and adopted March 28, 2023
ARTICLE I NAME AND OFFICES
SECTION 1. NAME. This corporation shall be known as the Ignatius-Chicago Sailing Association, Inc., a not-for-profit corporation organized under the laws of the State of Illinois. It may do business and be known as "St. Ignatius Chicago Sailing Team" or "SICST".
SECTION 2. OFFICES. The corporation shall have and continuously maintain in this State a registered office and a registered agent whose office is identical with such registered office and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.
ARTICLE II PURPOSES
SECTION 1. PURPOSES. The purposes of the corporation as stated in its Articles of Incorporation are to operate exclusively for religious, charitable, scientific or education purposes to foster national or international amateur sports competition, and to carry on an educational youth sailing program, as allowed by Section 501(c) (3) of the Internal Revenue Code of 1.986 (or the corresponding provision of any future United States Internal Revenue Law).
SECTION 2. EARNINGS. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth herein.
SECTION 3. ACTIVITIES NOT PERMITTED. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Sections 170(c)(2) or 2055(a)(2) of the
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Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
SECTION 4. DISSOLUTION. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, or to foster national or international amateur sports competition, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE III
MEMBERS
SECTION 1. QUALIFICATON. Any individual who is eighteen years of age or older may become a member in one of two ways:
(a) One membership is automatically granted to the family of each Ignatius-Chicago Sailing Association, Inc. student who is a member of the sailing team, provided, however, that any family with more than one child who is a member of the team shall be entitled to one membership for each such child. Any such membership shall terminate upon such child ceasing to be a member of the team unless the Board of Directors determines otherwise in a particular case. In the event of a question, the Board of Directors or a committee thereof designated by the Board of Directors shall make the determination whether a child is a member of the team for these purposes.
(b) Membership may be granted, at the discretion of the Board of Directors, to any other person who supports the objectives of the corporation. Any such membership may be terminated at any time at the discretion of the Board of Directors.
SECTION 2. VOTING RIGHTS. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. The parents of a sailing team member shall cast their vote(s) as they jointly deem appropriate.
SECTION 3. MEMBERSHIP FEES. The Board of Directors shall establish and collect such membership fees for the furtherance of the operation of the corporation and its sailing program as it may from time to time deem necessary and appropriate. Membership fees for the School Year will be presented and voted on in the End of Fiscal Year Meeting. Fees will be in effect for the following School year.
SECTION 4. TERMINATION OF MEMBERSHIP. In addition to termination of membership in accordance with Section 1 of this Article, the Board of Directors by affirmative vote of two-thirds of all the members of the Board of Directors may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the
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membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of membership fees.
SECTION 5. TRANSFER OF MEMBERSHIP. Membership in this corporation is not transferable or assignable.
SECTION 6. CALL OF SPECIAL MEETING. Additional meetings of the members may be called either by the president or the Board of Directors, or by not less than twenty-five percent of the members for a purpose or purposes stated in the call of the meeting.
SECTION 7. PLACE OF MEETING. The Board of Directors may designate any place as the place of meeting for any meeting of the members. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Illinois.
SECTION 8. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five nor more than sixty days before the date of such meeting, or, in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of substantially all of the corporation's assets, not less than twenty nor more than sixty days before the date of the meeting, The purpose for which the meeting is called shall be stated in the notice. When a meeting is adjourned to another time or place, notice need not be given for a reconvening of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.
SECTION 9 QUORUM. The members entitled to vote holding twenty percent of the votes and present in person shall constitute a quorum at all meetings of the members for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such a quorum shall not be present at any meeting of the members, the members present in person shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such reconvening (of an adjourned meeting) at which a quorum shall be present, any business may he transacted which might have been transacted at the meeting as originally noticed.
SECTION 10. VOTING AT MEETINGS. If a quorum is present, the affirmative vote of a majority of the members present in person at the meeting shall be the act of the members unless the vote of a greater number of members is required by law or the articles of incorporation.
SECTION 11. PROXIES. No proxy may be given by a member for the purpose of voting on any action.
SECTION 12. ACTION WITHOUT A MEETING. Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (a) by all the members entitled to vote with respect to the subject matter thereof, or (b) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members
entitled to vote thereon were present and voting. If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only (i) if, at least 5 days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof, and (ii) if, after the effective date of such consent,
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prompt notice in writing of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.
ARTICLE IV BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors shall be not less than six nor more than twelve. Each Director shall hold office until the next annual meeting of the Member and until his or her successor shall have been elected and qualified. Directors need not be residents of Illinois or members of the corporation. No coach of the Ignatius-Chicago sailing team may serve as a director. The number of directors may be increased or decreased from time to time by the affirmative vote of a majority of the Board of Directors at any regular or special meetings of the Board of Directors.
SECTION 3. ELECTION OF DIRECTORS. Directors shall be elected annually by the Board of Directors at the regular monthly meeting of the Board of Directors in August. If the election of directors shall not be held at such meeting, such election shall be held as soon thereafter as is convenient.
SECTION 4. AUTHORITY. The affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the members.
SECTION 5. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of the Member. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board without other notice than such resolution.
SECTION 6. SPECIAL MEETINGS. Special Meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meetings of the Board called by them.
SECTION 7. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least three days previously thereto by written notice delivered personally or sent by mail or email to each Director at his or her address as shown by the records of the corporation. If mailed such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by e-mail, such notice shall be deemed to be delivered when the e-mail is delivered to the recipient with CC to sender. 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. Neither the business to be transacted at, nor the purpose of, any regular or special meetings of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
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SECTION 8. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
SECTION 9. MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these By-Laws.
SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of any increase in the number of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
SECTION 11. REMOVAL OF DIRECTORS. Any director may be removed from office for cause by an affirmative vote of a majority of the directors, but only after said director has been afforded the opportunity of a hearing before a duly constituted meeting of the Board of Directors.
SECTION 12. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
SECTION 13. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at a meeting of the Board of Directors; or any other action which may be taken at a meeting of the Board of Directors, may be taken without the meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Any action or consent of the Board of Directors that is required to be in writing may be accomplished or evidenced by means of an electronic transmission and such electronic transmission shall be deemed to be in writing and signed. The term “electronic transmission” shall mean any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient though an automated process.
SECTION 14. TELEPHONE CONFERENCE MEETINGS. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, or of any committees of the Board of Directors, may be taken without the meeting by participation through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, provided that a majority of such members consent in writing to the recording of such communications and provided that such recording is in fact made and becomes a part of the official corporate records. Participation in such a meeting shall constitute attendance and presence in person at the meeting of such person or persons so participating.
SECTION 15. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent or abstention shall be entered in the minutes of the meeting, or unless he shall file his written dissent or abstention to such action with the
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person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent or abstention by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
SECTION 16. ATTENDANCE AND CONDUCT OF MEETINGS. Meetings of the board shall generally be open to members of the corporation and such other persons as may be invited from time to time by the board of directors, provided that the board may limit attendance at all or any portion of a meeting on account of the sensitive nature of matters to he discussed or for other appropriate reasons. The board or the chairman of the meeting may take reasonable actions to limit participation in any meeting by attendees who are not members of the board to maintain order and to accomplish the purposes of such meeting.
SECTION 17. CONFIDENTIALITY. Each director shall keep confidential and shall not disclose to any person who is not a director any confidential information relating to the corporation that he or she shall have received in connection with serving as a director of the corporation, other than any disclosure as such director shall have determined. in good faith to be reasonably required in connection with his or her duties as a director or officer of the corporation.
ARTICLE V OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be a president, a treasurer, a secretary, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more vice presidents, assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of
the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled, or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The president shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation.
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The president shall preside at all meetings the Board of Directors. The president may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. VICE PRESIDENT. In the absence of the president or in the event of the president's inability or refusal to act, the vice president, if one is elected (or in the event there be more than one vice president, the vice presidents, in the order designated, or in the absence of any designation, then in the order of their election), shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors.
SECTION 7. TREASURER. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VIII of these By- Laws; and in general, perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the Board of Directors.
SECTION 8. SECRETARY. The secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each Member which shall be furnished to the secretary by such Member; and in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or the Board of Directors.
ARTICLE VI COMMITTES
SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have the exercise of the authority of the Board of Directors in the management of the corporation; but the
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designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or such Director by law.
SECTION 2. EXECUTIVE COMMITTEE. The president may nominate, and the Board of Directors shall appoint, an Executive Committee. Such a committee shall act on behalf of the Board of Directors between meetings of the Board of Directors.
SECTION 3. COACHES COMMITTEE. The president may nominate, and the Board of Directors shall appoint, a Coaches Committee. This committee shall provide assistance to the coaching staff; including assistance with searching for new coaches and shall act as a liaison between the coaching staff and the corporation. Among other things, this committee shall facilitate and assist with the resolution of problems which may arise between or among coaches, rowers or members of the corporation which cannot be resolved among the affected parties. The Coaches Committee shall make recommendations to the Board of Directors concerning the retention of coaches, including any engagement or termination of a coach, but decisions with regard to such matters shall be made by the Board of Directors.
SECTION 4. OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by 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 shall be either Members of the corporation or Directors of the corporation, and the President of the corporation shall appoint the members thereof. The President of the corporation, as such officer, shall be a member of each committee established hereunder. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the corporation shall be served by such removal.
SECTION 5. TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the Member of the corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
SECTION 6. CHAIRMAN. One member of each committee shall be appointed chairman.
SECTION 7. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 8. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
SECTION 9. CHARTER AND RULES. The Board of Directors shall adopt a Charter for each standing committee. Such Charter shall, at a minimum, outline the matters delegated to such committee. Additionally, each committee may adopt rules for its own government not inconsistent with these By- Laws or with rules adopted by the Board of Directors.
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ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By- Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.
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 other depositaries as the Board of Directors may select.
SECTION 4. GIFTS. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
ARTICLE VIII
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Member, Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the Member entitled to vote. All books and records of the corporation may be inspected by any Member, or his or her agent or attorney for any proper purpose at any reasonable time.
ARTICLE IX FISCAL YEAR
The fiscal year of the corporation shall be established by resolution of the Board.
ARTICLE X INDEMNIFICATION
Directors and officers of the corporation shall be, and employees and agents of the
corporation may be indemnified for liabilities arising our of their actions on behalf of the corporation to the fullest extent permitted by the Illinois General Not for Profit Corporation Act and other applicable law. Insurance may be purchased by the corporation to protect the directors, officers, employees and agent for such liabilities.
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Expenses (including attorney's fees) incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article. Such expenses (including attorney's fees) incurred by former directors and officers or other employees, or by members or agents may be so paid on such terms and conditions, if any, as the corporation deems appropriate.
ARTICLE XI CORPORATE SEAL
The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois.”
ARTICLE XII WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act, or under the articles of incorporation or the by-laws of the corporation, 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 XIII AMENDMENTS TO BY-LAWS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, provided that at least two days' written notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting.
ARTICLE XIV CONFLICTS OF INTEREST
No member, director, officer, employee or agent of the corporation shall derive any personal profit or gain, directly or indirectly, by reason of his or her position as a director, officer, employee or agent, or by reason of services rendered to or on behalf of the corporation; provided, however, that nothing contained herein shall be construed to prohibit this corporation from entering into contracts for services in the ordinary course of its business at a reasonable and competitive fee with such individuals or corporations, partnerships or associations of which one or more such individuals is a director, officer, employee, partner, or member, and which contract terms shall be fully disclosed to the Board of Directors.