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Bylaws of
The Tennessee Tourism Roundtable
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ARTICLE 1
PURPOSE
The purpose or purposes for which the corporation is organized are: to promote the interests of the tourism industry in Tennessee, to organize activities directed towards the improvement of business conditions of its member businesses within the meaning of section 501 (c) (6) of the Internal Revenue Code of 1986, as amended (“Code”), and to provide a unified voice on statewide legislative issues by establishing a grass roots network that will provide an ongoing awareness and visibility of the tourism industry.
No part of the net earnings of this corporation shall inure to the benefit of any member or other individual. None of the property of the corporation shall be distributed directly or indirectly to any member of the corporation. The corporation shall not carry on propaganda or otherwise attempt to influence legislation beyond the extent permitted by law. In the event of the dissolution or liquidation of the corporation, any assets then remaining shall be distributed as the directors shall determine and as permitted by law. The corporation shall not engage in any transaction or do or permit any act or omission which shall operate to deprive it of its tax-exempt status under section 501 (c) (6) of the code.
(1) If the corporation is a private foundation as defined in section 509 of the Internal Revenue
Code, the corporation will distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.
(2) The corporation will not engage in any act of self dealing as defined in section 4941 (d) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.
(3) The corporation will not retain any excess business holdings as defined in section 4943 (c) of the Internal Revenue Code, or corresponding section of any Federal Tax Code.
(4) The corporation will not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.
(5) The corporation will not make any taxable expenditures as defined in section 4945 (d) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.
ARTICLE II
OFFICES
The corporation shall have and continuously maintain in the 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 Tennessee as the Board of Directors may from time to time determine.
ARTICLE III
MEMBERS
Section 1: QUALIFICATION AND SELECTION OF MEMBERS. The Board of Directors may determine the qualifications for membership and the manner in which members may be selected. Members shall be categorized as one of the following:
1. Founding Partner
2. Association Partner
3. Contributing Partner
4. Affiliate Partner
5. Ex-Officio Member
(1) Founding Partners shall be the Tennessee Association of Convention and Visitors Bureaus (TACVB), Tennessee Hotel and Lodging Association (TH&LA), Tennessee Restaurant Association (TRA) and Tennessee Attractions Association (TAA).
(2) Association Partners shall be state-wide tourism related associations and organizations not specifically mentioned above.
(3) Contributing Partners shall be tourism related organizations or companies that are also members of their related state-wide association and tourism related organizations and companies that do not have a state-wide organization that represents their interests.
(4) Affiliate Partners shall be any entity interested in the growth of the corporation and the tourism industry, and shall include, but not be limited to, suppliers of services of materials used in the industry.
(5) Ex – Officio Members shall be the Commissioner of the Tennessee Department of Tourist Development and the Executive Director of the Organization.
The Board of Directors will approve all new state-wide association members to the Tennessee Tourism Roundtable.
Membership privileges shall be removed if the contribution requirements set forth herein are
not satisfied. The removal of a member for such cause shall be at the discretion of the Board of Directors.
Section 2: CONTRIBUTIONS. Contributions for all Partner and categories of TTR will be set annually by the Board of Directors. The Board of Directors may amend the contributions by a majority vote.
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 QUALIFICATION. There should be a minimum of fifteen (15) directors.
Founding Partners will have three (3) director representatives each, which may include, at the discretion of the Founding Partner, their Executive Director.
Association Partners shall have two (2) representatives each, which may include, at the discretion of the Association Partner, their Executive Director.
Contributing Partners shall have two (2) representatives selected from the current Contributing Partners.
Affiliate Partners shall have two (2) non-voting representatives selected from the current Affiliate Partners.
The officers of the organization are not counted as representatives for their respective groups in the allocation of number of directors as outlined previously in Section 2.
Directors need not be residents of the State of Tennessee but must be associated with a Tennessee business. Tenure of directors will be at the discretion of the appointing association or organization. All Directors will require approval by the Board of Directors.
Terms of office for Directors will be as follows: Founding Partners and Association Partners: no term limit; Contributing Partners and Affiliate Partners: 2 years.
Section 3: APPOINTMENT OF DIRECTORS: To assure continuity of the organization, it is recommended that Founding Partner and Association Partner organizations stagger their director appointments.
Section 4: VOTING RIGHTS. Each member of the Board of Directors shall be entitled to one vote each on each matter submitted to a vote of the members, except members that are appointed from the Affiliate Partner and Ex-Officio members, which will be non-voting and advisory positions. Proxy votes will be acceptable if Proxy is given in writing to a member of the Board of Directors of the corporation. Proxies can not be used to achieve a Quorum at a meeting. A standard proxy form will be provided by the corporation upon request from a voting director.
Section 5: VACANCIES. Any vacancy occurring in the Board of Directors will be filled by the represented association or organization appointing an individual for the unexpired term of his predecessor in office and will require approval by the Board of Directors.
Section 6: COMPENSATION. Directors shall not receive any compensation for their services, but may be reimbursed by the corporation for their expenses associated with attending meetings on behalf of TTR as directed by the Board of Directors and approved by the Executive Committee.
ARTICLE V
OFFICERS
Section 1: OFFICERS. The officers of the corporation shall be Chairperson of the Board, the Executive Director of TTR, a Vice Chair, and a Secretary/Treasurer. The Chairperson, Vice Chairperson, and Secretary/Treasurer offices shall be filled by representatives from the Founding Partner, Association Partner, and Contributing Partner members. No two or more offices may be held by the same person except that the Secretary/Treasurer will be filled by one individual. No Executive Director of a member association may serve as an officer of TTR. No membership category may have more than one representative serving as an officer of the corporation at the same time.
Section 2: TERMS OF OFFICE: Officers terms shall not exceed two years in the same office.
Section 3: REMOVAL. Any officer or agent 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. The Board of Directors will follow Policies and Procedures as set by the Board pertaining to attendance and involvement of board members.
Section 4: VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the appointing association or organization for the unexpired portion of the term.
Section 5: CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall preside at all meetings of the members and of the Board of Directors and shall see that orders and resolutions of the Board of Directors are carried into effect. He shall have the power to execute, on behalf of the corporation, bonds, mortgages and all other contracts and documents, whether or not under the seal of the corporation, except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors or by these Bylaws to some other officer or agent of the corporation. He shall have general powers of supervision and management of the business of the corporation and shall be the final arbiter of all differences between officers of the corporation and his decision as to any matters affecting the corporation shall be final and binding as between the officers of the corporation, subject only to the Board of Directors of the corporation.
Section 6: VICE CHAIR. In the absence of the Chairperson of the Board or in the event of his inability or refusal to act, the Vice Chair shall preside at meetings of the members and of the Board of Directors and shall have and exercise the duties of the Chairperson of the Board. The Vice Chair shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 7: SECRETARY/TREASURER. The Secretary/Treasurer shall keep minutes of all meetings of the members, see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law: be custodian of the seal of the corporation and see that the seal 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 Bylaws. Further, the Secretary/Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; and in general perform all duties incident to the offices of the Treasurer and such other duties as from time to time may be assigned to him by the Chairperson of the Board or the Board of Directors.
ARTICLE VI
EXECUTIVE DIRECTOR
Section 1: APPOINTMENT OF THE EXECUTIVE DIRECTOR. The Executive Director, of the corporation shall be selected by the Executive Committee and shall not be a director of the corporation nor a member of the corporation, but may be employed by a management company who contracts with the corporation to fulfill the duties set out in this article. The ED is authorized to receive compensation for their services to the corporation, such compensation to be determined periodically by the Executive Committee, and a contract executed. The contractual arrangements must be approved by a majority vote of the Executive Committee. Any changes to the contract must also be approved by a majority vote of the Executive Committee.
Section 2: RESPONSIBILITIES. The Executive Director shall be the Chief Executive Officer and Chief Operating Officer of the corporation. Within the policies and objectives prescribed by the Board of directors and the Chairman of the Board and under the general supervision of the Chairman of the Board, he shall establish operating procedures for, and administer and direct, all aspects of the corporations operating activities. The Executive Director shall serve as an Ex-officio member of the Board of Directors and Ex-officio member of each committee established by the Bylaws and/or by the Board of Directors, but shall not have any voting rights. The Executive Director shall have the same powers as the Chairman of the Board to execute, on behalf of the corporation, bonds and mortgages and all other contracts and documents. In addition, the ED shall have the power to execute documents where by law the signature of the Chief Operating Officer is required. The Executive Director shall keep a register of the post office address of each member which shall be furnished to the Executive Director by such member. The Executive Director will 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 depositories as shall be selected in accordance with Article X off the Bylaws.
Further, the Executive Director is responsible to carry out all policies and procedures as set out by the Board of Directors.
ARTICLE VII
MEETINGS
Section 1: BOARD OF DIRECTOR MEETINGS. The Board of Directors shall meet at least twice annually to conduct the business of the corporation beginning in 2005. Time, date and location of the meeting will be set by the Board of Directors. One of the meetings will be held in September or October of each year for the purpose of electing officers and approving appointments to the Board of Directors and/or for the transaction of such other business as may come before the meeting.
Section 2: SPECIAL MEETINGS. Special meetings may be called by any of the Chairman of the Board, or a majority of the Board of Directors.
Section 3: PLACE OF MEETING. The Board of Directors may designate any place as the place of meeting of the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of the meeting shall be the registered office of the corporation in the State of Tennessee; provided, however that all of the members shall meet at any place and time, and consent to holding of a meeting, such meeting shall be valid without call or notice, and at such meeting and corporate action may be taken.
Section 4: NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, e-mail (with verification of receipt), or by mail to each member entitled to vote at such meeting, no less than five nor more than forty five days before the date of such meeting, by or at the discretion of the Chairman of the Board, Executive Director or the Secretary/Treasurer, or the Directors calling the meeting,. In the case of a special meeting or when required by statute or by these Bylaws, the purposes for which the meeting is called shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation or by e-mail with verification of receipt printed and kept on file.
Section 5: TYPES OF MEETINGS. The Board of Directors may desire to meet in the following manner: In Person, By Conference Call (Video or Phone). If meeting is by Conference Call all votes must be taken by Roll Call. In the event the meeting is conducted in person, a visual show of affirmation or descent will be acceptable as a voting method. The Board of Directors may on occasion desire to take action on Corporation business via electronic (e-mail) voting. The decision to initiate an e-mail vote of the Board can be made by the Chairman of the Board, the Executive Committee, or by the full Board at a regularly scheduled Board meeting. The e-mail voting process will be administered by the Executive Director. Matters for e-mail votes must be sent to all voting Board members with a "request for receipt of e-mail" stipulation. In the event a Board member does not have an e-mail address, the e-mail is returned as undeliverable, or an "out of office" auto response is returned to the initiator of the e-mail, a hard copy ballot must be mailed to that Board member within 24 hours. The issue on which the Board is voting will be fulled explained by the Chairman in the e-mail. Each Board member will have 72 hours to respond and cast a vote by e-mail. 51% of the Board must respond to the e-mail with their votes for the issue to be decided. Results of the e-mail vote will be disseminated to all Board members within 24 hours of the deadline for the receipt of votes. Results of the e-mail vote will be noted in the minutes of the following meeting.
Section 6: QUORUM. Any meeting where 51% of the voting Board Members are present either in person, by Conference Call or a combination of in person and conference call will constitute a quorum, providing that at least two Executive Committee Members are present. If a quorum is not present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Proxy votes cannot be used to achieve a quorum at a meeting.
ARTICLE VIII
INTERESTED DIRECTORS AND OFFICERS
No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or void able solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee thereof which authorizes the contract or transaction, or solely because his or their voices are counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the members; or
(c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the members.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) The corporation shall indemnify each director and each officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonable believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify each director and each officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonable incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such director or officer shall have be adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonable entitled to indemnity for such expenses which such court shall deem proper.
(c) The corporation shall indemnify each director and each officer or employee who is held to be a fiduciary under any employee pension or welfare plan or trust of the corporation or any of its divisions and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was such a fiduciary and was serving as such at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding for any breach of any of the responsibilities, obligations or duties imposed upon fiduciaries by the Employee Retirement Income Security Act of 1974 and any amendments thereto, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of such plan or trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of such plan or trust, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The provisions of all the following paragraphs of this Article relating to directors, officers, employees or agents shall apply also to directors, officers or employees held to be fiduciaries under this paragraph (c), specifically including the power of the corporation (under paragraph (g)) to purchase and maintain insurance on behalf of such fiduciaries.
(d) To the extent that a person who is or was a director, officer, employee or agent of the corporation, or of any other corporation, partnership, joint venture, trust or other enterprise with which he is or was serving in such capacity at the request of the corporation, has been successful in the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
(e) Any indemnification under paragraphs (a) and (b) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the directors or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the members.
(f) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification may be entitled under any statute, provision in the corporation’s articles of incorporation, by law, agreement, vote of members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g) The corporation shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.
(h) For purposes of this Article, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.
(i) The invalidity or unenforceability of any provision in the Article shall not affect the validity or enforceability of the remaining provision of this Article.
ARTICLE X
CONTRACTS, CHECKS, DEPOSITS & FINES
Section 1: CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, or the Executive Director, in addition to the officers 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 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 or the Executive Director of the corporation and in such manner, as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination of the Board of Directors, such instruments shall be signed by the Executive Director of the corporation. Copies of all corporate checks and a copy of the check register shall be delivered to the Treasurer of the corporation by the Executive Director.
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 or other depositories as the Board of Directors may select.
Section 4: GIFTS. The Board of Directors, the Chairperson of the Board or the Executive Director may accept on behalf of the corporation any contribution, gift, bequest or devise from the general purposes or for any special purposes of the corporation.
ARTICLE XI
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the Proceedings of its members and Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE XII
FISCAL YEAR
The fiscal year of the corporation shall end on the last day of December in each year.
ARTICLE XIII
SEAL
The Corporation shall have no seal unless the Board of Directors proposes a corporate seal which is subsequently approved and adopted by the Board of Directors.
ARTICLE XIV
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of the Tennessee Nonprofit Corporation Act of the State of Tennessee, under the provisions of the Corporate Charter or by the Bylaws of the corporation, a waiver thereof in writing signed after the time stated therein, shall be deemed equivalent to the giving of such notices.
ARTICLE XV
COMMITTEES
Section 1: EXECUTIVE COMMITTEE. The Executive Committee shall consist of the Chairman of the Board of Directors as its Chairperson; the Vice Chairman; the Secretary/Treasurer; the Immediate Past Chairperson; one representative from any Founding Partner or Association Partner organization that is not represented by an Officer of the Corporation; and one representative from the Contributing Partner membership category if that membership category is not represented by an Officer of the Corporation. To the extent not restricted by law, the Executive Committee shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual directors, of any responsibility imposed upon it or them by law. A full report of all actions taken by the Executive Committee shall be presented at each meeting of the Board of Directors.
Section 2: NOMINATING COMMITTEE. The Nominating Committee shall consist of the Executive Committee. The Immediate Past Chairman shall serve as the Chairman for the Nominating Committee. In accordance with the policies and procedures established by the corporation, the Nominating Committee will meet each year to develop a slate of officers to include Chairman, Vice Chairman, Secretary/Treasurer. Further, the Nominating Committee will develop a slate of Board Members for the following member categories: two (2) individuals to represent Association Members, two (2) individuals to represent Contributing Members and two (2) individuals to represent Affiliate (non voting representatives) to the Board of Directors. The Nominating Committee Meeting will be held in August of each year. Each Association Partner shall recommend individuals to the Nominating Committee for consideration to fill these positions. The Nominating Committee will submit a slate of Officers, Directors and Affiliate Member appointments to the Board of Directors at the meeting held in September or October of each year.
Section 3: OTHER COMMITTEES. The Board of Directors may establish from time to time Standing Committees to carry out the mission of the organization. The Chairman of the Board will select the Committee Chairman for each standing committee. Recommendations for committee members will be taken by the Committee Chair and final determination of committee members will be at the discretion of the committee chair. Such committees shall serve the purposes indicated by such titles.
Section 4: TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his 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 5: 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 6: QUORUM. Unless otherwise provided in the resolution of the 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 7: RULES. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE XVI
AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, provided that at least two (2) days’ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
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