Amended Bylaws of The White House News Photographers Association, Inc., a District of Columbia Nonprofit Corporation
(Revised 2025)
ARTICLE I: Company Formation
1.01 FORMATION. The White House News Photographers Association, Inc., (the “Corporation”), originally formed as an unincorporated association, was incorporated in 1985 pursuant to the laws of the District of Columbia, as stated in the Articles of Incorporation for the Corporation.
1.02 CORPORATE CHARTER COMPLIANCE. The Board of Directors (the “Board”) acknowledges and agrees that the Articles of Incorporation were filed with the District of Columbia corporations’ office, and all filing fees were paid and satisfied. The Board acknowledges that Amended Articles of Incorporation shall be filed as a precondition for the adoption of these Amended Bylaws.
1.03 REGISTERED OFFICE & REGISTERED AGENT. The registered office of the Corporation shall be located within the District of Columbia and may be, but need not be, identical to the principal office. The address of the registered office may be changed by the Board from time to time. The Board is obligated to maintain and update the corporate records on file with the Corporation’s registered agent.
1.04 OTHER OFFICES. The Corporation may have other offices, either within or outside of its state of incorporation, as selected by the Board.
1.05 CORPORATE SEAL. The Board may adopt a corporate seal with the form and inscription of their choosing; however, the adoption and use of a corporate seal is not required.
1.06 PURPOSES. Consistent with the Articles of Incorporation, as amended from time to time, the Corporation is formed to engage only in the lawful tax-exempt nonprofit business purposes set forth in the Articles of Incorporation. The purposes may not be changed unless there is a duly filed amendment to the Articles of Incorporation, as amended, of the Corporation.
As set forth in the Amended Articles of Incorporation, the purposes of the Corporation are as follows:
- a) To promote and protect the interests of its members assigned to cover the White House and other news events in Washington, D.C., and around the world
- b) To ensure the rights and privileges of all of its members in the professional performance of their duties
- c) To study and act upon any legislation affecting visual journalism to safeguard the best interests of the profession
- d) To advance and promote all phases of visual journalism with educational programs and financial assistance by awarding scholarships and/or member grants
- e) To foster a spirit of cooperation between its members and elected and/or appointed officials at all levels concerning the activities of newsgathering visual journalism
- f) To interact with other professionally recognized newsgathering organizations and associations
- g) To define, foster and promote the highest standards of conduct in a spirit of friendly cooperation, both professional and social, among its members
1.07 ADOPTION OF BYLAWS. These corporate Bylaws have been adopted by the Board on behalf of the Corporation.
ARTICLE 2: Board of Directors
2.01 INITIAL MEETING OF THE BOARD. The Board conducted and completed an initial meeting as necessary to begin the business operations of the Corporation, including the adoption of the Corporation’s original bylaws. At the initial meeting of the Board, the initial directors were appointed to their respective terms. The bylaws of the Corporation have been amended from time to time.
2.02 POWERS AND NUMBERS. The management of all the Corporation’s affairs, property, and interests shall be managed by or under the direction of the Executive Board of Directors (herein “Board”). Directors need not be members of the Corporation or residents of the state of incorporation to qualify and serve the Corporation as a director.
Until these Bylaws are amended, the Board shall consist of not less than ten (10) directors of which four (4) shall serve as officers and of which six (6) shall serve as delegates consisting of three (3) still photography and three (3) electronic media representatives.
Directors shall hold office until they are re-elected or their successors are duly elected and qualified at an annual meeting of the Board. Successor directors will be elected each year to replace incumbent directors, unless the incumbent directors are re-elected. Directors who replace a removed director shall serve for the balance of the term of the removed director and for such additional term or terms for which they may later be elected.
2.03 DIRECTOR LIABILITY. Each director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation. If a director acts in good faith and in a manner that is reasonably in line with the best interests of the Corporation as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Corporation.
Directors who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper acts and as otherwise described in these Bylaws.
2.04 CLASSES OF DIRECTORS. Until such time as these Bylaws are accordingly amended, the Corporation does not have additional classes of directors.
2.05 CHANGE OF NUMBER. The Board may increase or decrease the number of directors at any time by amendment of these Bylaws, pursuant to the process outlined in Article 8 of these Bylaws. A decrease in number does not have the effect of shortening the term of any incumbent director. If the established number of directors is decreased, the directors shall hold their positions until the next meeting of the Board occurs and new directors are elected and qualified. The Corporation must have at least three (3) directors.
2.06 ELECTION OF DIRECTORS. Directors are to be voted on and elected at the first annual meeting of the Membership before the annual ‘Eyes of History®’ contest, unless a special meeting is expressly called to remove a director or fill a vacancy. If a director is elected, but is not yet qualified to hold office, then the previous director shall hold over until such time that the newly elected director is so qualified. The term for all elected directors ends and begins at the close of the ‘Eyes of History®’ gala.
2.07 REMOVAL OF DIRECTORS. At any meeting of the Membership called expressly for that purpose, any director, including the entire Board, may be removed by an affirmative majority vote of the Membership qualified to vote. If the Board votes to remove the entire Board, then the President, Treasurer, and Secretary will serve as the interim Board until directors are duly elected to the Board pursuant to these Bylaws. The members of the corporation must promptly have a special meeting to elect directors to the Board. As soon as practical, the members or the interim Board must meet to elect directors via the process described in Section 2.02 of these Bylaws.
2.08 VACANCIES. All vacancies in the Board may be filled by the affirmative vote of a majority of the remaining directors, provided that any such director who fills a vacancy is qualified to be a director and shall only hold the office for the term specified in Section 2.02 of these Bylaws and until a new director is duly elected by the Board or members. Any vacancy to be filled due to an increase in the number of directors may be filled by the Board for a term lasting until the next annual election of directors by the Board at the annual meeting or a special meeting called for the purpose of electing directors. Any director elected to fill a vacancy that results from the removal of a director shall serve the remainder of the term of the removed director and until a successor is elected by the Board and qualified. Any individual who fills a vacancy on the Board shall not be considered unqualified or disqualified solely by virtue of being an interim director.
2.09 REGULAR MEETINGS. The meetings of the Board or any committee may be held at the Corporation’s principal office or at any other place designated by the Board or its committee, including by means of remote communication.
2.10 SPECIAL MEETINGS. Special meetings of the Board may be held at any place and at any time and may be called by the President, Vice President, Secretary, Treasurer, or any director. Any special meeting of the Board must be preceded by at least forty-eight (48) hours prior notice of the date, time, place, and purpose of the meeting, unless these Bylaws require otherwise.
2.11 ACTION BY DIRECTORS WITHOUT A MEETING. Any action which may be taken at a meeting of the Board (or its committee) may be taken without a meeting, provided all directors (or committee members) unanimously agree, and such unanimous consent is included in the minutes of the proceeding, filed with the corporate books/records, and sets forth the action taken by the Board.
2.12 NOTICE OF MEETINGS. Regular meetings of the Board must be held with reasonable notice of the date, time, place, and purpose of the meeting. Notice may be given personally, by email, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 6 of these Bylaws. Oral notification is sufficient only if accompanied by a written record of the notice in the corporate books/records. Notice is effective at the earliest of:
a) Receipt
b) Delivery to the proper address or telephone number of the director(s) as shown in the Corporation’s records
c) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid
2.13 QUORUM. A simple majority, or of the current directors present prior to the start of a meeting constitutes a quorum, and a quorum is necessary at all meetings creating an action to transact business on behalf of the Corporation.
2.14 MANNER OF ACTING. Subject to the laws of the state of incorporation, as may be amended from time to time, the act of the majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board unless the Articles of Incorporation require a greater percentage.
2.15 WAIVER OF NOTICE. A director waives the notice requirement if that director attends or participates in the meeting, unless a director attends the meeting for the express purpose of promptly objecting to the transaction of any business because the meeting was not lawfully called or convened. A director may waive notice by a signed writing, delivered to the Corporation for inclusion in the minutes, before or after the meeting.
2.16 REGISTERING DISSENT. A director who is present at a meeting at which an action on a corporate matter is taken is presumed to have assented to such action, unless the director expressly dissents to the action. A valid dissent must be entered in the meeting’s minutes, filed with the meeting’s acting Secretary before its adjournment or forwarded by registered mail or email to the Corporation’s Secretary within twenty-four (24) hours after the meeting’s adjournment. These options for dissent do not apply to a director who voted in favor of the action or failed to express such dissent at the meeting.
2.17 EXECUTIVE AND OTHER COMMITTEES. The Board may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. The Board may delegate to a committee the power to appoint directors to fill vacancies on the Board. All committees must record regular minutes of their meetings and keep the minute book at the Corporation’s office. The creation or appointment of a committee does not relieve the Board or individual directors from their standard of care described in Section 2.03 of these Bylaws.
2.18 REMUNERATION. The Board may adopt a resolution which results in directors being paid a reasonable compensation for their services rendered as directors of the Corporation, provided the compensation is less than the operating costs of the Corporation. Directors may also be paid a fixed sum and expenses, if any, for attendance at each regular or special meeting of such Board. Nothing contained in these Bylaws precludes a director from receiving compensation for serving the Corporation in any other capacity, including any services rendered as an officer, employee, or third-party service provider. If the Board accordingly passes a resolution related to committees of the Board, then committee members may be allowed like compensation for attending committee meetings. At any time, a resolution of the Board that grants compensation to a director may be challenged by another director, provided the challenging director requests a special Board meeting specifically addressing the resolution related to director compensation.
Any director who votes for a resolution related to director compensation may be held liable under Section 2.03 of these Bylaws if the resolved director compensation is unreasonably excessive, violates any section of Article 2 of these Bylaws, or unreasonably jeopardizes the nonprofit or tax-exempt status of the Corporation.
2.19 LOANS. No loans may be made by the Corporation to any director.
2.20 INDEMNIFICATION. Provided the director complies with the standard of care described in Section 2.03 of these Bylaws, the Corporation shall indemnify any director made a party to a proceeding, brought or threatened, as a consequence of the director acting in their official capacity. In the event a director is entitled to indemnification by the Corporation, the director shall be indemnified or compensated for reasonable expenses incurred as a consequence of being connected to the Corporation and serving in good faith on its behalf.
2.21 ACTION OF DIRECTORS BY COMMUNICATIONS EQUIPMENT. Any action which may be taken at a meeting of the Board, or a committee, may be taken by means of a telephone or video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. A director participating in a meeting by remote means is deemed to be present in person at the meeting.
ARTICLE 3: Members
3.01 MEMBERSHIP. There will be five (5) categories of membership in the Corporation. The categories shall be:
A. Active Members
I) Qualifications of Active Members
a) Employed full-time in the production, editing, or processing of still or video images for print or electronic media organizations, recognized by the Corporation
b) Self-employed or under contract in the production, editing, or processing of still or video images for print or electronic media organizations recognized by the Corporation
c) Applicants must reside and/or do a majority of their professional work in the Washington-Baltimore Metropolitan Area, OR
d) Must be employed by a media organization recognized by the Corporation, live outside the District of Columbia, Maryland, and Virginia metropolitan area and perform professional services on a remote basis for a recognized organization
e) Persons who have retired from the active business of newsgathering but are not eligible for Life Membership are entitled to all privileges of an Active Member, and the annual dues shall be one-third (1/3) of the amount charged for Active Members
A. Active Members
I) Qualifications of Active Members
a) Employed full-time in the production, editing, or processing of still or video images for print or electronic media organizations, recognized by the Corporation
b) Self-employed or under contract in the production, editing, or processing of still or video images for print or electronic media organizations recognized by the Corporation
c) Applicants must reside and/or do a majority of their professional work in the Washington-Baltimore Metropolitan Area, OR
d) Must be employed by a media organization recognized by the Corporation, live outside the District of Columbia, Maryland, and Virginia metropolitan area and perform professional services on a remote basis for a recognized organization
e) Persons who have retired from the active business of newsgathering but are not eligible for Life Membership are entitled to all privileges of an Active Member, and the annual dues shall be one-third (1/3) of the amount charged for Active Members
All remote Active members approved by the board are required to actively participate in WHNPA activities that move our mission forward and build community within our industry. Remote Active members are asked to serve on committees, volunteer, and participate in events when applicable. The Board will review these members on a case-by-case basis and may choose to hold a vote to remove Active members if they fail to meet these requirements.
II) Rights and Privileges of Active Members
Active Members shall be eligible to:
a) Hold elected office
b) Participate in the Annual Photo Contests, if any, sponsored by the Corporation
c) Vote on all matters put before the General Membership
d) Active members qualifying for membership under 3.01(A)(i)(e) (retired members) shall be entitled to a two-thirds (2/3) discount on dues charged to other Active Members
B. Associate Members
I) Qualifications of Associate Members
Associate Members shall be:
a) Teachers of visual journalism at U.S. universities or colleges
b) Military visual journalists living in the U.S. or U.S. territories
c) Manufacturers and others who are directly related to the design, production, or marketing of photographic products related to photojournalism
d) Still and video professionals employed by public or government agencies for the production, editing, and dissemination of news pictures for public information
e) Computer industry designers and those associated with the marketing and production of computer hardware and software related to the photographic industry
f) Retired members of the photographic community not based in the District of Columbia, Maryland, and Virginia metropolitan area
g) Visual journalists not based in the District of Columbia, Maryland, and Virgina metropolitan area and not currently employed by a Washington-based media organization covering news
II) Rights and Privileges of Associate Members
a) Associate Members shall be eligible to participate in all functions of the Corporation, but they may not:
I) Hold elected office
II) Vote
III) Participate in photo contests sponsored by the Corporation
C. Life Members
I) Qualifications of Life Members
A Life Member shall be an Active Member who shall:
a) Have contributed distinguished service to the Corporation, and
b) Have been a member of the Corporation for at least 20 years, or
c) Be a member who has received the WHNPA Lifetime Achievement Award
II) Rights and Privileges of Life Members
Life Members shall be:
a) exempt from all assessment
b) eligible to participate in all functions of the Corporation
c) eligible to hold office
d) eligible to vote
e) eligible to participate in photo contests sponsored by the Corporation
D. Honorary Members
I) Qualifications of Honorary Members
An Honorary Member shall be:
a) Distinguished as a leader in the photographic, publishing, television, or computer industry, or
b) Distinguished as an advocate and supporter of the Corporation’s ideals and objectives
II) Rights and Privileges of Honorary Members
Honorary Members:
a) Shall be exempt from all assessments
b) May participate in all functions of the Corporation except:
i) Holding office
ii) Voting
iii) Participation in photo contests sponsored by the Corporation
III) An Honorary Member must be nominated and approved by a majority vote of the Executive Board.
E. Student Members
I) Qualifications of Student Members
A Student Member shall be:
a) A full-time U.S. university or college student studying visual journalism
b) A high school student who is a visual journalist for a school publication
c) Student members do not have to reside in the Washington metropolitan area
II) Rights and Privileges of Student Members
a) Student Members may participate in all functions of the Corporation, including the ‘Eyes of History®’ Student Still Photojournalism and Video Contest, except they may not:
i) Hold elected office
ii) Vote
iii) Participate in Photo, Video, Video Editing, or Digital Storytelling ‘Eyes of History®’ Contests sponsored by the Corporation
3.02 ADMISSION TO MEMBERSHIP
a) Application
Admission to Membership shall be upon application to the Corporation upon such forms as may be prescribed from time to time by the Corporation, provided that;
b) Approval
All memberships shall be subject to approval by a majority vote of the Board. Approval may be granted or withheld with or without cause.
c) The following members shall be first nominated and approved by a majority vote of the Board:
i) Honorary Members
ii) Life Members
3.03 GENERAL OBLIGATIONS OF MEMBERS
a) Members shall comply with such Rules of Membership as may be promulgated from time to time by the Board
b) Members shall comply with the Ethics Code of the Corporation, as amended from time to time by the Board and with the approval of the membership
c) Membership is conditioned upon payment of annual dues for the calendar year (January 1 — December 31), in full, except where the assessment of dues may be exempted by these Bylaws
d) Membership in the Corporation is not transferable by any member
3.03 CHANGES IN MEMBERSHIP The Board may add to, modify, amend, or repeal any classification of membership provided that doing so is compliant with the Articles of Incorporation and all applicable laws.
3.04 REMOVAL OF MEMBERS Membership in the Corporation shall terminate automatically upon any of the following:
a) Expiration of the term of membership by the calendar year or by the extension deadline date of the annual contest judging
b) Nonpayment of dues by the due dates for dues
c) Resignation by the member, which shall be effective immediately upon written notice to the Corporation
d) Death or incapacity of the member
e) A Member’s failure to abide by Membership Rules of the Corporation, and or the Ethics Code of the Corporation, upon a majority vote of the Board, provided that the Member subject to termination shall first be interviewed at one meeting of the Board if the Member so requests, and provided that the Board may, but shall not be required to, conduct such additional investigation as it deems appropriate
f) Membership is a revocable privilege and not a right of any member
3.05 MEETINGS OF MEMBERS. The meetings of the Members may be held at any place and in any manner authorized by the laws of the District of Columbia, not less than once per year. An annual or regular meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. Each Member shall have one vote on any and all matters before the membership. Voting may be in person or by electronic ballot. Cumulative voting shall not be permitted. All ballots shall be cast in accordance with the laws of the District of Columbia.
3.06 SPECIAL MEETINGS. Special meetings of the Membership may be held at any place and in any manner authorized by the laws of the District of Columbia and may be called by the President, Vice President, Secretary, Treasurer, or any director, or by written petition to the Board signed by not less than 15 members. Any special meeting of the Membership must be preceded by at least forty-eight (48) hours notice of the date, time, place, and purpose of the meeting, unless these Bylaws require otherwise.
3.07 ACTION BY MEMBERS WITHOUT A MEETING. Any action which may be taken at a by the Laws of the District of Columbia.
3.08 NOTICE OF MEETINGS. Regular meetings of the Membership must be held with reasonable notice of the date, time, place, and purpose of the meeting. Notice may be given personally, by email, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 6 of these Bylaws. Oral notification is sufficient only if accompanied by a written record of the notice in the corporate books/records. Notice is effective at the earliest of:
a) Receipt
b) Delivery to the proper address or telephone number of the director(s) as shown in the Corporation’s records
c) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid
3.09 QUORUM. The presence in person or by proxy of 12 members of the Corporation prior to the start of a meeting constitutes a quorum, and a quorum is necessary at all meetings creating an action to transact business on behalf of the Corporation.
3.10 MANNER OF ACTING. Subject to the laws of the District of Columbia, as may be amended from time to time, the act of the majority of the members present at a meeting at which a quorum is present when the vote is taken shall be the act of the Membership unless the Articles of Incorporation require a greater percentage.
3.11 WAIVER OF NOTICE. A Member waives the notice requirement if that Member attends or participates in the meeting, unless a Member attends the meeting for the express purpose of promptly objecting to the transaction of any business because the meeting was not lawfully called or convened. A member may waive notice by a signed writing, delivered to the Corporation for inclusion in the minutes, before or after the meeting.
ARTICLE 4: Officers
4.01 DESIGNATIONS. The Corporation shall have a President, a Secretary, and a Treasurer, who will be elected by the Board. The Corporation may also have one or more Vice Presidents (one shall serve as Executive Vice President) and Assistant Secretaries and Assistant Treasurers as the Board may designate. Per these Bylaws, an elected officer will hold office for one (1) year or until a successor is elected and qualified. The same person may hold any two or more offices concurrently, with exception to the offices of President, Vice President (if any), and Secretary which shall be held by separate individuals.
4.02 REMOVAL AND RESIGNATION OF OFFICERS. Any officer or agent may be removed by the Board at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent does not, by itself, create contract rights.
Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein, and unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.
4.03 THE PRESIDENT. The President shall have general supervision of the Corporation’s daily affairs and perform all other duties as are incident to the office or are properly required by a resolution passed by the Board.
4.04 VICE PRESIDENT. During the absence or disability of the President, the Executive Vice President (if any) may exercise all functions of the President. Each Vice President shall have such powers and fulfill such duties as may be assigned by a resolution of the Board.
4.05 SECRETARY AND ASSISTANT SECRETARIES. The Secretary must:
a) Issue notices or cause notices to be issued, for all meetings and actions of the Board
b) Accept all requests for special meetings of the Board
c) Accept all notices of proxy appointments and revocations
d) Keep the minutes of all meetings
e) Accept delivery of any dissent announced at any meeting of the Board
f) Have charge of the corporate seal and books
g) Make reports and perform duties as are incident to the office or are properly required by the Board
The Assistant Secretary, or Assistant Secretaries (in the order designated by the Board), shall perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times perform such duties as are directed by the Secretary, the President, or the Board.
4.06 THE TREASURER. The Treasurer shall:
a) Have custody of all the Corporation’s monies and securities and keep regular books of account
b) Disburse the Corporation’s funds in payment of the just demands against the Corporation or as may be ordered by the Board, taking proper vouchers for such disbursements
c) Provide the Board with an account of all his or her transactions as Treasurer and of the financial conditions of the office properly required of him or her by the Board
The Assistant Treasurer, or Assistant Treasurers (in the order designated by the Board), shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times perform such duties as are directed by the Treasurer, the President, or the Board.
In the event of the absence or disability of the President and Vice President, then the Treasurer shall perform such duties of the President.
4.07 DELEGATION. In the absence or inability to act of any officer and of any person authorized to act in their place, the Board may delegate the officer’s powers or duties to any other officer, director, or other person, subject to Section 4.01 of these Bylaws. Vacancies in any office arising from any cause may be filled by the Board, subject to Section 4.01 of these Bylaws, at any regular or special board meeting.
4.08 OTHER OFFICERS. The Board may appoint other officers and agents as they deem necessary or expedient. The term, powers, and duties of such officers will be determined by the Board and described in the resolution authorizing the appointment or designation.
4.09 LIABILITY. Each officer is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation. If an officer acts in good faith and in a manner that is reasonably in line with the best interests of the Corporation as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Corporation.
Officers who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper acts and as otherwise described in these Bylaws.
4.10 LOANS. No loans may be made by the Corporation to any officer.
4.11 BONDS. The Board may resolve to require any officer to give bonds to the Corporation, with sufficient surety or sureties, conditioned upon the faithful performance of the duties of their offices and compliance with other conditions as required by the Board.
4.12 SALARIES. When applicable, officers’ salaries or other compensation will be fixed from time to time by the Board. Officers are not prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation.
4.13 INDEMNIFICATION. Officers shall be indemnified by the Corporation, so long as the officer acted in a manner substantially similar to and consistent with the standard of care required for directors, as described in Section 4.09 of these Bylaws. Any officer indemnification shall be limited to proceedings that are directly related to or have arisen out of the officer’s acts on behalf of the Corporation.
ARTICLE 5: Books and Records
5.01 MEETING MINUTES. As required by these Bylaws, the Corporation must keep a complete and accurate accounting and minutes of the proceedings of the Board within the corporate books and records.
5.02 RETENTION OF RECORDS. The Corporation shall keep as permanent records all meeting minutes of the Board, all actions taken without a meeting by the Board, all actions taken by committee on behalf of the Board, and all waivers of notices of meetings.
5.03 ACCOUNTING RECORDS. The Corporation shall maintain appropriate accounting records.
5.04 LEGIBILITY OF RECORDS. Any books, records, and minutes may be in any form capable of being converted into written form within a reasonable time upon request.
5.05 RIGHT TO INSPECT. Any director or director representative has the right, upon written request delivered to the Corporation, to inspect and copy during usual business hours the following documents of the Corporation:
a) Articles of Incorporation
b) These Bylaws
c) Minutes of the Board proceedings
d) Annual statements of affairs
e) Other documents held at the principal address pursuant to these Bylaws
The Corporation acknowledges and agrees that any obligation to produce corporate documents under this Article of these Bylaws shall attach to the Secretary as part of the duties described in Section 4.05 of these Bylaws.
ARTICLE 6: Notices
6.01 MAILING OF NOTICE. Except as may otherwise be required by law, any notice to any officer or directorh may be delivered personally or by mail. If mailed, the notice will be deemed to have been delivered on the close of business of the fifth business day following the day when deposited in the United States mail with postage prepaid and addressed to the recipient’s last known address in the records of the Corporation.
6.02 E-NOTICE PERMITTED. Any communications required by the Act, these Bylaws, or any other laws may be made by digital or electronic transmission to the recipient’s known electronic address or number as known to the Corporation at the time of notice.
6.03 DUTY TO NOTIFY. All directors, officers, employees, and representatives of the Corporation are required to notify the Corporation of any changes to the individual’s contact information. Pursuant to the obligations under this Section of these Bylaws, the individual must notify the Corporation that electronic transmissions of notice are impracticable, impossible, frustrated, or otherwise improper and ineffective.
ARTICLE 7: Special Corporate Acts
7.01 EXECUTION OF WRITTEN INSTRUMENTS. All contracts, deeds, documents, and instruments that acquire, transfer, exchange, sell, or dispose of any assets of the Corporation must be executed by the President to bind the Corporation. If the President is incapacitated or otherwise unavailable, then the designated Vice President may execute the respective documents to bind the Corporation. This Section does not apply to any checks, money orders, notes, or other financial instruments for direct payment of corporate funds, which are subject to Section 7.02 of these Bylaws.
7.02 SIGNING OF CHECKS OR NOTES. All authorizations to distribute, pay, or immediately draw upon the financial resources of the Corporation must be signed by the Treasurer, including any expense reimbursement or compensation payments to directors, officers, employees, representatives, service providers, or contractors of the Corporation. If the Treasurer is incapacitated or otherwise unavailable, then the President may execute the respective documents to bind the Corporation.
7.03 SPECIAL SIGNING POWERS. If the President holds an interest that exists outside of the capacity of being President, then any agreement involving such interest must be signed by a separate individual officer to duly bind the Corporation to such an agreement or instrument.
7.04 MERGERS. Following the approval by the Board, in order for any consolidation or merger to be effective, it must follow the process set out under the laws of the state of incorporation. Any merger that would result in the loss of the Corporation’s nonprofit or tax-exempt status is not permitted under these Bylaws.
7.05 CONVERSIONS. Following the approval by the Board, in order for any conversion of the Corporation to another organizational structure to be effective, it must follow the processes set out under the laws of the state of incorporation. Any conversion that would result in the loss of the Corporation’s nonprofit or tax-exempt status is not permitted under these Bylaws.
7.06 DISSOLUTION. Following the approval by the Board, in order for the Corporation to be dissolved, it must follow the process set out under the laws of the state of incorporation.
7.07 DISTRIBUTION OF ASSETS. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the District Court of the county in which the principal office of the organization is then located, as said court shall determine.
ARTICLE 8: Amendments
8.01 BY DIRECTORS. The Board has the power to make, alter, amend, and repeal the Corporation’s Bylaws. Any alteration, amendment, or repeal of the Bylaws, shall be effective following a majority vote of the Board.
8.02 EMERGENCY BYLAWS. The Board may adopt emergency Bylaws which operate during any emergency in the Corporation’s conduct of business resulting from an attack on the United States, a nuclear or atomic disaster, or another force majeure incident.
8.03 COMPLIANCE WITH STATE LAW. Any amendment to the Corporation’s Articles of Incorporation or these Bylaws shall comply with the respective laws, rules, and regulations of the jurisdictions in which the Corporation operates or conducts business.