Bylaws of NAWBO California

A California Nonprofit Mutual Benefit Corporation

ARTICLE I NAME

1.1 Name: The name of this corporation is NAWBO CALIFORNIA.

1.2 Principal Office: The principal office for the transaction of the activities and affairs of this corporation shall be located at a place determined by resolution of the Board of Representatives (herein the “Board”).

ARTICLE II PURPOSE

2.1 Purpose: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law and specifically to further the economic development of women business owners in California through educational and training programs and financial assistance as well as to assist the local California chapters. The corporation may not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this corporation.

ARTICLE III MEMBERSHIP QUALIFICATIONS

3.1 Member Chapter Classes, Qualifications: This corporation shall have one class of membership, designated as ‘Member Chapter’. Upon the approval of each chapter's governing board, and the NAWBO California board, each California chapter of NAWBO National shall be eligible to become a Member Chapter of this corporation.

3.2 Member Chapter Rights: Each Member Chapter shall have the right to cast one (1) vote, at any meeting of the Board of this corporation on any matter before the corporation.

3.3 Member Chapter Representatives: Each Member Chapter shall appoint three representatives to the Board of this Corporation. Each Member Chapter shall appoint its current President, President-Elect or, if there is no President-Elect, Vice President, and/or Immediate Past-President to serve as two (2) of each Member Chapter's Representatives. The third Representative shall be a member of the Member Chapter. Representatives shall hold office until a qualified successor has been designated by the Member Chapter.

3.4 Member Chapter Assessments: Each Member Chapter shall pay any assessments in amounts to be fixed from time to time by the Board. Assessments shall be equal for all Member Chapters. Member Chapters which have paid the required dues, fees, and assessments in accordance with these bylaws and which are not suspended shall be Member Chapters in good standing.

3.5 Member Chapter Meeting Attendance: Any Member Chapter which has not attended more than two meetings in person or by telephone conference, whose representatives fail to attend two meetings in person or by telephone conference, failed to participate in programs without reasonable cause, shall not be in good standing and shall not be entitled to vote as a Member Chapter.

3.6 Termination of Membership: Membership shall terminate on occurrence of any of the following events:

Written resignation of the Member Chapter, signed by its president;
Expiration of the period of membership, unless renewed on the renewal terms fixed by the Board;
The Member Chapter's failure to pay any assessments as set by the Board within 45 days after they are due and payable;
Any event that renders the Member Chapter ineligible for membership; or
Member Chapter has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests.

3.7 Notification of Termination of Membership: If grounds appear to exist for suspending or terminating a Member Chapter under these bylaws, the following procedure shall be followed:

The Board shall give the Member Chapter at least 15 days' prior notice of the proposed suspension or termination and the reasons for the proposed termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the Member Chapter's last address as shown on the corporation's records;
The Member Chapter shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board to determine whether the termination should occur;
The Board shall decide whether the Member Chapter should be suspended in any way. The decision of the Board shall be final;
Any action challenging a termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of termination.

3.8 Transfer Not Permitted: No membership or right arising from membership may be transferred.

ARTICLE IV OFFICERS

4.1 Offices Held: The officers of this corporation shall be President, President-elect, Vice President, Secretary, Treasurer and immediate Past President. The officers of this corporation shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be designated in these by-laws or delegated to them from time to time by the Board.

4.2 President: The President shall:

Serve a one (1) year term and may be elected for an additional term or terms, consecutive or otherwise;
Serve as presiding officer at all meetings of this corporation;
Set the agenda for meetings of this corporation;
Sign all contracts on behalf of this corporation as agent for the Member Chapters involved in a particular activity or event specified in such contract;
Have authority to appoint a Parliamentarian whose qualifications and responsibilities shall be established by the Policies and Procedures of this corporation.

4.3 President Elect: The President-elect shall:

Serve on the Nominating Committee;
Chair the Governance Committee;
Serve as President should the office of the presidency become vacant;
Perform the duties of the president in the absence of the president;
Chair and oversee special projects and other duties as assigned by the President;
Act as parliamentarian at a Board meeting if there is no appointed Parliamentarian;
Serve on the Executive Committee.

4.4 Vice President: The Vice President shall:

Oversee and maintain the fund-raising activities of this corporation, including the combined statewide activities program;
Oversee the growth and development of the NAWBO California website and education programs;
Oversee the development and activities of the annual Public Policy Summit event;
Oversee the marketing and public relations activities for the state;
Serve on the Executive Committee.

4.5 Secretary: The Secretary shall:

Record and publish to this corporation's officers, representatives and Presidents of Member Chapters the minutes of all meetings of this corporation and of any of its duly appointed committees;
1. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at Board and Committee meetings; and the number of Member Chapters represented at Member Chapter meetings;
2. The minutes shall be open to inspection by the Member Chapters at all reasonable times during office hours. If the corporation has no business office in California, the Secretary shall, on the written request of any member, furnish to that member a copy of minutes;
Maintain and safeguard all records of this corporation;
Perform the duties described in these bylaws;
Keep or cause to be kept, at the principal California office, a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the Member Chapters at all reasonable times during office hours. If the corporation has no business office in California, the Secretary shall, on the written request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws, as amended to the current date;
Keep or cause to be kept, at the corporation's principal office or at a place determined by resolution of the Board, a record of the corporation's Member Chapters, showing each Member Chapter's name, and address, as well as a list of the three (3) Representatives, including their names and addresses for each Member Chapter;
Give, or cause to be given, notice of all meetings of Members, of the Board, and of committees of the Board that these bylaws require to be given. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the bylaws may require;
Keep, or cause to be kept, the Policies and Procedures Manual which shall contain all motions passed by the Member Chapters and are intended to supplement these by laws;
Serve on the Executive Committee.

4.6 Treasurer: The Treasurer shall:

Oversee the financial activities of this corporation, including signing checks and other financial activities, as required by the corporation's policies and procedures;
Maintain the financial records of this corporation;
Publish an annual financial statement and budget to all Member Chapters;
Chair the Finance committee;
Submit IRS Form 990 to governmental authorities;
Serve on the Executive Committee.

4.7 Immediate Past President: The immediate Past President shall:

Serve as adviser to the President; be available to attend Board meetings;
Consult for the corporation upon the request of the current President;
Serve as Chair of the Nominating Committee;
Serve on the Executive Committee;
Perform such other functions as agreed to with President.

4.8 Limitations of Authority of Officers: No officer or Representative may represent the corporation with respect to any communication to or from NAWBO National or any of its officers, directors or members, or any other person or entity without specific written authority granted by affirmative vote of the Member Chapters.

ARTICLE V COMMITTEES, TASK FORCES and ADVISORY BODIES

5.1 Committees: Standing and ad hoc committees may be established upon recommendation of the President and approval by the Board. If approval is at a meeting at which a quorum of Member Chapters is present, the affirmative vote of a majority of the Member Chapters present shall constitute approval. If approval is by written vote or telephone or e-mail, the affirmative vote of a quorum of all members shall constitute approval. Committee chairs and members shall be appointed in the same manner.

5.2 Meetings and Action of Committees: Meetings and actions of Committees of the Board shall be governed by, held, and taken under the provisions of these bylaws concerning meetings and other board actions, except that the time for general meetings of such committees and the calling of special meetings of such committees may be set either by board resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The board may adopt rules for the governance of any committee as long as the rules are consistent with these bylaws.

5.3 Limitations on the Powers of Committees and other Bodies: No committee shall have the authority of the board to amend, alter or repeal the bylaws: elect, appoint or remove any board member or paid staff; adopt of plan of merger or a plan of consolidation with another entity; or amend, alter or repeal any resolution of the board. All standing and ad hoc committees are to report promptly to the board and only take such actions as are specifically designated by these bylaws or in the resolution establishing the committee and setting forth its duties and responsibilities. No member of any committee or other body shall speak on behalf of the chapter unless authorized to do so by the board.

5.4 Standing Committees: The standing committees include but may not be limited to: Executive Committee, Finance & Audit Committee, Governance Committee, and Advisory Committee.

Executive Committee: The Executive Committee shall consist of the President, President-elect, Treasurer, Secretary, Vice President, and Immediate Past President. The Executive Committee shall have and may exercise the powers of the board to take all such actions as the board itself could take when it is empowered by the board to take such action or when the board cannot convene a quorum in a timely manner to respond to necessary action. The Executive Committee shall have no power to approve the annual budget, to terminate staff, or to fill vacancies among the officers.

Finance & Audit Committee: The President may appoint a Finance Committee of at least three members, one of whom shall be appointed from outside the membership of the board. The Treasurer shall be the chair of the Finance committee. The Finance Committee's functions shall be to supervise the financial affairs of the corporation including periodic review of operating and financial statements, report its findings to the board, and supervise the investments of the corporation.

Governance Committee: The President shall appoint a Governance Committee of at least three members of the Board. The Governance Committee shall review Board policies and procedures, evaluate Board performance; identify the qualities and characteristics required for effective governance and suggest candidates for election of officers to the Nominating Committee. The President-elect shall be the chair of the Governance Committee.

Advisory Committee: The President shall appoint an Advisory Committee of at least three members, one of whom shall be appointed from outside the membership of the board (i.e. an outstanding leader in education, community action, philanthropy) and/or persons who possess the technical or professional skills needed by the Board. The Advisory Committee shall serve as a resource of knowledge and counsel to the President, Executive Committee and other Board members. The Advisory Committee does not have any legal authority. Responsibilities of the Advisory Committee may include any or all of the following: program creation and planning; development of program policy, or planning and implementing public relations.

5.5 No Loans to Representatives, Officers or Members: This corporation shall not lend any money or property to, or guarantee the obligation of, any representative, Member Chapter or officer of this corporation.

ARTICLE VI MEETINGS

6.1 Time and Place. This corporation shall meet at least annually, at such times and places as the Board shall decide by majority vote. At the annual meeting, Representatives shall be confirmed and other proper business may be transacted. Member Chapters will identify representatives who will carry the vote for their respective Member Chapters. Meetings of the
Board may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, meetings shall be held at the principal office of the corporation. A regular or special meeting of the Board may be held at any place consented to in writing by all the Board members, either before or after the meeting. Consents given shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar electronic means, so long as all Officers and Directors participating in the meeting can hear one another, and all such Officers and Directors shall be deemed to be present in person at such meeting.

6.2 Authority to Call Special Meetings: The president, president-elect, or if there is no president-elect, the vice-president or 25 percent or more of the Member Chapters, may call a special meeting of the Member Chapters for any lawful purpose at any time.

6.3 Notice Requirements: Whenever Member Chapters are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, under these bylaws, to each Member Chapter entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and the method of the meeting either by phone, fax, email or in person. For the annual meeting, the notice shall state the matters that the Board, at the time notice is given, intends to present for action by the Member Chapters. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which Representatives are to be elected shall include the names of all persons who are nominees when notice is given.

6.4 Notice of Certain Agenda Items: Approval by the Member Chapters of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

Filling vacancies among the officers;
Amending the articles of incorporation; or
Electing to wind up and dissolve the corporation.

6.5 Manner of Giving Notice: Notice of any meeting of Member Chapters shall be in writing and shall be given at least 7 but no more than 60 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by email, fax or by other means of written communication, and shall be addressed to each Member Chapter entitled to vote, at the address of that Member Chapter as it appears on the books of the corporation or at the address given by each Member Chapter to the corporation for purposes of notice.

6.6 Quorum: Two-thirds (2/3) of the Member Chapters of this corporation shall constitute a quorum for the transaction of business at any meeting of Member Chapters. Subject to these bylaws, the Member Chapters present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough Member Chapters have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Member Chapters required to constitute a quorum.

6.7 Voting: Member Chapters in good standing shall be entitled to cast one (1) vote at any meeting. Voting may be by voice or by ballot.
If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the Member Chapters unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Mutual Benefit Corporation Law.

6.8 Waiver of Notice or Consent: The transactions of any meeting of Member Chapters, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after standard call and notice, if (a) a quorum is present either in person or by proxy, and (b) either before or after the meeting, each Member Chapter entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of the meeting except that, if action is taken or proposed to be taken for approval of any matter specified in these bylaws, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting. A Member Chapter's attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting unless the Member Chapter objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

6.9 Action by Majority of a Quorum-Written Consent: Any action required or permitted to be taken by the Member Chapters may be taken without a meeting, if a majority of a quorum of the Member Chapters consent in writing to the action. The written consent or consents shall be filed with the minutes of the meeting. The action by written consent shall have the same force and effect as a unanimous vote of the Member Chapters at a noticed meeting. All written consents shall be filed with the Secretary and maintained in the corporate records for at least seven (7) years.

6.10 No Proxy Rights: Each Member Chapter entitled to vote shall have the right to do so in person only by the vote of any of its three Representatives authorized by the Member Chapter pursuant to a written notice, signed by the person and filed with the secretary of the corporation.

6.11 Adjournment; Notice: Any Board meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Member Chapters represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than 45 days. When a Board meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

6.12 Meetings by Telephone or Other Telecommunications Equipment: Board meetings may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if each Member Chapter participating in the meeting can communicate concurrently with all other Member Chapters and each Member Chapter is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

ARTICLE VII CONFLICT OF INTEREST

7.1 Conflict of Interest Policy: The Board shall adopt and annually review a Conflict of Interest Policy applicable to all Board officers.

7.2 Disclosures of Possible Conflicts of Interest: Each member of the Board shall annually complete, sign and return a conflict of interest disclosure form designed to assure compliance with the Board's stated policy. All officers shall disclose to the Board any possible conflict of interest at the earliest practicable time, and no officer shall vote on any matter under consideration at a Board or committee meeting in which such officer has a conflict of interest. The minutes of such a meeting shall reflect that the officer disclosed the conflict of interest and that the officer with the conflict abstained from voting on the matter.

7.3 Violations: Any violation of the Conflict of Interest Policy shall be cause for immediate removal of the officer from the Board.

ARTICLE VIII INDEMNIFICATION

8.1 Indemnification: To the fullest extent permitted by law, this corporation shall indemnify its Representatives, Officers, employees, and other persons described in Corporations Code section 7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
On written request to the Board by any person seeking indemnification under Corporations Code section 7237(b) or section 7237(c), the Board shall promptly decide under Corporations Code section 7237(e) whether the applicable standard of conduct set forth in Corporations Code section 7237(b) or section 7237(c) has been met and, if so, the Board shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any proceeding covered by that Section shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.

8.2 Insurance: This corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Representatives, employees, and other agents, to cover any liability asserted against or incurred by any Officer, Representative, employee, or agent in such capacity or arising from the Officer's, Representative's, employee's, or agent's status as such . NAWBO-CA shall purchase and maintain Directors and Officers liability insurance.

ARTICLE IX PARLIAMENTARY AUTHORITY

The rules contained in the most current edition of ROBERT'S RULES OF ORDER, Newly Revised, shall govern the chapter in all cases to which they are applicable and to which they are not inconsistent with these bylaws and any special rules of order the board may adopt.

ARTICLE X AMENDMENTS

10.1 Amendment by Board Subject to Limitation by Members: Subject to the Member's rights under these bylaws, the Board may adopt, amend, or repeal bylaws unless doing so would: (a) Materially and adversely affect the Member Chapter's rights as to voting, dissolution, redemption, or transfer; (b) Increase or decrease the number of Member Chapters authorized in total or for any class; (c) Effect an exchange, reclassification, or cancellation of all or part of the memberships; or (d) Authorize a new class of membership.

10.2 Number of Representatives: Once Member Chapters have been admitted to the corporation, the Board may not, without the Member Chapters' approval, specify or change any bylaw that would: (a) Fix or change the authorized number of representatives; (b) Fix or change the minimum or maximum number of representatives; or (c) Change from a fixed number of representatives to a variable number of representatives or vice versa.

10.3 Greater Vote Requirement: If any provision of these bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.

10.4 Members' Approval Required: Without the approval of 2/3 of the Member Chapters, the Board may not adopt, amend, or repeal any bylaw that would: (a) Increase or extend the terms of representatives; (b) Allow any director to hold office by designation or selection rather than by election by the Member Chapters; (c) Increase the quorum for meetings; (d) Repeal, restrict, create, expand, or otherwise change proxy rights; or (e) Authorize cumulative voting.

10.5 Construction: Definitions: Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws.

ARTICLE XI DISSOLUTION

11.1 Dissolution: This corporation can be dissolved by a two-thirds vote of the Member Chapters present and voting at a membership board meeting, provided that notice of such vote has been submitted to each member in writing at least thirty days in advance.

11.2 Dedication of Assets: The corporation's assets are irrevocably dedicated to charitable purposes. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed among the California chapters of the National Association of Women Business Owners, Inc., a non-profit corporation (herein "NAWBO National").

ARTICLE XII NOMINATIONS AND ELECTIONS

12.1 Nominations: No less than ninety (90) days before the annual meeting, a Nominating Committee shall be formed consisting of the Immediate Past President, President-Elect and at least one other elected officer. The nominating committee shall be responsible for nominating candidates to fulfill each officer position. The nominating committee shall present a minimum of one (1) nominee for each office to be filled. Additional nominations may be made by petition with the procedure established by the board. Write-in votes shall not be allowed. The
Nominating Committee shall review nominations for officers of the board as submitted by the voting members and shall slate their recommended nominees.

12.2 Election of Officers: The officers of this corporation shall be chosen annually as follows: nominations for officers shall be submitted by Member Chapters to the Nominating Committee in January each year. The Secretary or State Director of this corporation shall send to each Member Chapter president a nomination form requesting the Member Chapter to nominate one person for each office for the twelve month term to begin the following July 1. The instructions for completion of the nomination form shall include a description of the qualifications of officers as described in these bylaws, a list of the representatives for the current year, and the date by which the completed nomination form must be returned to the Secretary. At the next meeting of the corporation, the Secretary shall present the names of the nominees for office, and the Member Chapters (through their representatives) shall vote by secret ballot in accordance with these bylaws. The ballot shall be counted by two (2) Representatives, from different Member Chapters, who are not nominees.
Following the election of officers, the Secretary shall mail notices to the president of each Member Chapter, advising the names of the officer for the coming year.

12.3 Resignation of Officers: Any officer may resign at any time by giving written notice to the Board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.

12.4 Vacancies in Office: A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by the affirmative vote of the majority of the Member Chapters from nomination by the President of such replacement.

ARTICLE XIII RECORDS AND REPORTS

13.1 Maintenance of Corporate Records: This corporation shall keep: (a) Adequate and correct books and records of account; (b) Written minutes of the proceedings of its Member Chapters, Board, and Committees of the Board; and (c) A record of each Member Chapter's name and address.

13.2 Accounting Records and Minutes: On written demand on the corporation, any Member Chapter may, at its own cost, inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the Member Chapter's interest as a Member Chapter. Any such inspection and copying may be made in person or by the Member Chapter's agent or attorney.

13.3 Member Chapter Right To Inspect: Every Member Chapter shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, and physical properties. The inspection may be made by the Member Chapter's representative. The right of inspection includes the right to copy and make extracts of documents at its own cost.

13.4 Annual Report: The Board shall cause an annual report to be prepared within 120 days after the end of the corporation's fiscal year. That report shall contain the following information in appropriate detail: (a) A balance sheet as of the end of the fiscal year, an income statement, and statement of changes in financial position for the fiscal year, accompanied by an independent accountants' report or, if none, by the certificate of an authorized officer of the corporation that they were prepared without audit from the corporation's books and records; (b) A statement of the place where the names and addresses of current Member Chapters are located; and (c) Any information required by these bylaws.
This corporation shall annually notify each Member Chapter of the Member Chapter's right to receive a copy of the financial report under this Section. Except as provided in the next paragraph of this bylaw, on written request by a Member Chapter, the Board shall promptly cause the most recent annual report to be sent to the requesting Member Chapter.
This Section shall not apply if the corporation receives less than $50,000 in gross revenues or receipts during the fiscal year.

13.5 Policies and Procedures: This corporation shall adopt policies and procedures to supplement these bylaws by unanimous vote of the Member Chapters. Such Policies and Procedures may be amended by vote of 2/3 of the Member Chapters at a meeting.

CERTIFICATE as to ADOPTION of BY-LAWS

Dated: March 2011

Authorized by: Digital Board Signature