Adds new Article V, renumbers subsequent articles accordingly.
Article V: Conflicts of Interest
- Whenever a Director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
- The Chairman and any officers they deem necessary shall maintain a list of potential conflicts of interest on file with existing Directors, who will be required to submit and update this information as soon as a conflict arises. Additionally, prospective Directors will be required to submit their potential conflicts of interest prior to their election and the information will be made available to all members of the existing Board, in a manner determined at the Chairman’s discretion. replaces every instance of “President” with “Executive Director” removes Article XII, XIII, XIV, and renumbers the rest accordingly rewords Article II, section 6 as below
Article II: Members
- A Voting Member may authorize another person or persons to act for the Voting Member by proxy authorized by an instrument in writing or by a transmission permitted by law and filed with the Executive Director of the Corporation, but no such proxy will be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A Voting Member may also authorize another person or persons to act for the Voting Member as proxy in the manner(s) provided under Section 212(c) of the DGCL. The revocability of a proxy that states on its face that it is irrevocable will be governed by the provisions of Section 212 of the DGCL.
rewords Article VI, section 2 as below
Article VI: Meetings of the Board
- Special meetings of the Board may be called by the Executive Director or any two Directors on not less than two days’ notice to each Director, either personally or by first class mail, telegram, telephone, facsimile, or electronic mail.
rewords Article IX, section 1 as below
Article IX: Officers
- The officers of the corporation shall consist of a Executive Director and such other officers as may be elected by the Board. The Board may also elect a Chairman of the Board, a Treasurer, and Assistant Treasurers, and such other officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The compensation of all officers, if any, shall be fixed by the Board. Any number of offices may be held by the same person.