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of the Certificate of Incorporation, these By-laws, agreement, vote of members or disinterested directors or
otherwise.
Section 5. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article
11 shall not adversely affect any right or protection of a director, officer or employee of the Corporation
existing at the time of such repeal or modification.
ARTICLE 12 - RULES AND REGULATIONS
The Board of Directors may at any time and from time to time adopt, amend, alter and repeal rules,
regulations and resolutions governing the Members, as the Board of Directors may determine to be in the
best interest of the Corporation. All Rules and Regulations adopted by the Board of Directors shall be
binding upon all Members, unless otherwise specified in the Rules and Regulations. Each Rule and
Regulation shall remain in effect until it is amended, terminated, repealed or withdrawn by the Board of
Directors.
ARTICLE 13 - NOTICE
Notice of meetings of the Board of Directors, Members, and committees or any other notice which is
required in terms of these Bylaws shall be deemed to be delivered when deposited in United States mail
addressed to the recipient at his or her address as it appears on the records of the Corporation with postage
thereon prepaid; if notice is given fax, such notice shall be deemed to be delivered when receipt is confirmed
by the fax machine or if done by email, such notice is deemed delivered when opened as confirmed by
return email. In any case where notice is required to be given to all Members, notice shall be deemed to be
delivered where the relevant information or documentation has been made available on an internet web site
accessible by all Members for a continuous period of 14 days and that the existence of such information
has been notified to all Members by e-mail.
ARTICLE 14 - TERMINATION AND TRANSFER OF MEMBERSHIP
Section 1. Termination for Cause. A Member may be suspended, denied all privileges of membership or
terminated from membership in the Corporation by the affirmative vote of two-thirds (2/3) of the Board of
Directors, if such Member; violates the Bylaws, Rules or Regulations of the Corporation; fails to comply
with the policies of the Corporation as more particularly described in Section 3 below; fails or refuses to
pay any fees or assessments owed to the Corporation, or conducts itself in a manner which the Board of
Directors in good faith determines is reasonably likely to discredit the Corporation, or adversely affect the
reputation of the Corporation; or the Board of Directors in good faith, for any reason whatsoever determines
that continuation of such Member in the Corporation is not in the best interests of the Corporation. The
Board of Directors may, but shall not be obligated to, refund any portion of the initiation fee of a terminated
Member. Upon termination for any reason all fees and assessments previously paid to the Corporation by
the Members shall be non-refundable.
Section 2. Change of Circumstances A Member may be terminated or suspended from membership in the
Corporation by the affirmative vote of two-thirds (2/3) of the Board of Directors, if such Member undergoes
a substantial change in circumstances which the Board of Directors determines, in its sole discretion,
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otherwise.
Section 5. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article
11 shall not adversely affect any right or protection of a director, officer or employee of the Corporation
existing at the time of such repeal or modification.
ARTICLE 12 - RULES AND REGULATIONS
The Board of Directors may at any time and from time to time adopt, amend, alter and repeal rules,
regulations and resolutions governing the Members, as the Board of Directors may determine to be in the
best interest of the Corporation. All Rules and Regulations adopted by the Board of Directors shall be
binding upon all Members, unless otherwise specified in the Rules and Regulations. Each Rule and
Regulation shall remain in effect until it is amended, terminated, repealed or withdrawn by the Board of
Directors.
ARTICLE 13 - NOTICE
Notice of meetings of the Board of Directors, Members, and committees or any other notice which is
required in terms of these Bylaws shall be deemed to be delivered when deposited in United States mail
addressed to the recipient at his or her address as it appears on the records of the Corporation with postage
thereon prepaid; if notice is given fax, such notice shall be deemed to be delivered when receipt is confirmed
by the fax machine or if done by email, such notice is deemed delivered when opened as confirmed by
return email. In any case where notice is required to be given to all Members, notice shall be deemed to be
delivered where the relevant information or documentation has been made available on an internet web site
accessible by all Members for a continuous period of 14 days and that the existence of such information
has been notified to all Members by e-mail.
ARTICLE 14 - TERMINATION AND TRANSFER OF MEMBERSHIP
Section 1. Termination for Cause. A Member may be suspended, denied all privileges of membership or
terminated from membership in the Corporation by the affirmative vote of two-thirds (2/3) of the Board of
Directors, if such Member; violates the Bylaws, Rules or Regulations of the Corporation; fails to comply
with the policies of the Corporation as more particularly described in Section 3 below; fails or refuses to
pay any fees or assessments owed to the Corporation, or conducts itself in a manner which the Board of
Directors in good faith determines is reasonably likely to discredit the Corporation, or adversely affect the
reputation of the Corporation; or the Board of Directors in good faith, for any reason whatsoever determines
that continuation of such Member in the Corporation is not in the best interests of the Corporation. The
Board of Directors may, but shall not be obligated to, refund any portion of the initiation fee of a terminated
Member. Upon termination for any reason all fees and assessments previously paid to the Corporation by
the Members shall be non-refundable.
Section 2. Change of Circumstances A Member may be terminated or suspended from membership in the
Corporation by the affirmative vote of two-thirds (2/3) of the Board of Directors, if such Member undergoes
a substantial change in circumstances which the Board of Directors determines, in its sole discretion,
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