BYLAWS of College of Fellows of ASHRAE, INC.
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TABLE OF CONTENTS
ARTICLE ONE – Office.................................................................................................................................................. 1
1.1. Registered Office and Agent.......................................................................................................... 1
1.2 Principal Office.................................................................................................................................. 1
1.3 Other Offices..................................................................................................................................... 1
ARTICLE TWO – Members.......................................................................................................................................... 1
2.1 Requirements for Member Status................................................................................................... 1
2.2 Rights of Members........................................................................................................................... 1
2.3 Termination of Membership............................................................................................................ 1
2.4 Place of Meetings............................................................................................................................. 2
2.5 Annual Meetings.............................................................................................................................. 2
2.6 Special Meetings.............................................................................................................................. 2
2.7 Notice of Meetings........................................................................................................................... 2
2.8 Waiver of Notice............................................................................................................................... 2
2.9 Quorum; Vote Required to Act....................................................................................................... 3
2.10 Voting Rights.................................................................................................................................... 3
2.11 Proxies................................................................................................................................................ 3
2.12 Presiding Officer............................................................................................................................... 3
2.13 Adjournments................................................................................................................................... 3
2.14 Conduct of the Meeting.................................................................................................................. 3
2.15 Action of Members Without a Meeting....................................................................................... 4
2.16 Membership List............................................................................................................................... 4
ARTICLE THREE – Board of Directors...................................................................................................................... 4
3.1 General Powers.................................................................................................................................. 4
3.2 Number, Election and Term of Office............................................................................................. 4
3.3 Removal of Directors........................................................................................................................ 5
3.4 Vacancies........................................................................................................................................... 5
3.5 Compensation................................................................................................................................... 5
3.6 Committees of the Board of Directors........................................................................................... 5
3.7 Qualifications of Directors.............................................................................................................. 5
ARTICLE FOUR – Meetings of the Board of Directors........................................................................................... 5
4.1 Regular Meetings............................................................................................................................. 5
4.2 Special Meetings.............................................................................................................................. 5
4.3 Place of Meetings............................................................................................................................. 5
4.4 Notice of Meetings........................................................................................................................... 5
4.5 Quorum............................................................................................................................................... 6
4.6 Vote Required for Action................................................................................................................ 6
4.7 Participation by Conference Telephone........................................................................................ 6
4.8 Action by Directors Without a Meeting....................................................................................... 6
4.9 Adjournments................................................................................................................................... 6
4.10 Waiver of Notice............................................................................................................................... 6
ARTICLE FIVE – Officers............................................................................................................................................. 7
5.1 Offices................................................................................................................................................ 7
5.2 Term.................................................................................................................................................... 7
5.3 Compensation................................................................................................................................... 7
5.4 Removal.............................................................................................................................................. 7
5.5 Chairman of the Board..................................................................................................................... 7
5.6 President............................................................................................................................................ 7
5.7 Vice President.................................................................................................................................... 8
5.8 Secretary............................................................................................................................................ 8
5.9 Treasurer............................................................................................................................................ 8
5.10 Executive Committee........................................................................................................................ 8
ARTICLE SIX – Distributions...................................................................................................................................... 8
ARTICLE SEVEN – Record Date.................................................................................................................................. 9
7.1 Fixing of Record Date....................................................................................................................... 9
7.2 Record Date, if None Fixed.............................................................................................................. 9
ARTICLE EIGHT – Indemnification............................................................................................................................. 9
8.1 Indemnification of Directors........................................................................................................... 9
8.2 Indemnification of Others................................................................................................................ 9
8.3 Other Organizations....................................................................................................................... 10
8.4 Determination.................................................................................................................................. 10
8.5 Advances......................................................................................................................................... 10
8.6 Non-Exclusivity............................................................................................................................... 11
8.7 Insurance......................................................................................................................................... 11
8.8 Notice............................................................................................................................................... 11
8.9 Security............................................................................................................................................ 11
8.10 Amendment..................................................................................................................................... 11
8.11 Agreements..................................................................................................................................... 11
8.12 Continuing Benefits....................................................................................................................... 12
8.13 Successors....................................................................................................................................... 12
8.14 Severability...................................................................................................................................... 12
8.15 Additional Indemnification........................................................................................................... 12
ARTICLE NINE – Miscellaneous................................................................................................................................ 12
9.1 Inspection of Books and Records................................................................................................ 12
9.2 Fiscal Year........................................................................................................................................ 12
9.3 Corporate Seal................................................................................................................................. 12
9.4 Annual Statements......................................................................................................................... 12
9.5 Notice............................................................................................................................................... 13
ARTICLE TEN – Amendments.................................................................................................................................... 13
ARTICLE ELEVEN – Operations................................................................................................................................ 13
ARTICLE TWELVE – Mission.................................................................................................................................... 14
BYLAWS
OF
COLLEGE OF FELLOWS OF ASHRAE, INC.
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References in these Bylaws to "Articles of Incorporation" are to the Articles of Incorporation of College of Fellows of ASHRAE, Inc., a Georgia nonprofit corporation (the "Corporation"), as amended and restated from time to time.
All of these Bylaws are subject to contrary provisions, if any, of the Articles of Incorporation, the Georgia Nonprofit Corporation Code (the "Code"), and other applicable law, as in effect on and after the effective date of these Bylaws. References in these Bylaws to "Sections" shall refer to Sections of the Bylaws, unless otherwise indicated.
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Office
1.1 Registered Office and Agent. The Corporation shall maintain a registered office in Georgia and shall have a registered agent in Georgia whose business office is the same as the registered office.
1.2 Principal Office. The principal office of the Corporation shall be at the place designated in the Corporation's annual registration with the Georgia Secretary of State.
1.3 Other Offices. In addition to its registered office and principal office, the Corporation may have offices at other locations either in or outside the State of Georgia.
Members
2.1 Requirements for Member Status. A person who is a Fellow of the American Society of Heating, Refrigerating and Air-Conditioning Engineers, Inc. ("ASHRAE"), is in good standing in ASHRAE, and consents to being a member, shall have the status of member of the College of Fellows.
2.2 Rights of Members. The rights and privileges of membership shall be personal to the member and shall not be delegated or transferred.
2.3 Termination of Membership. A member of the Corporation may resign membership at any time by giving prior written notice of resignation to the Secretary. The rights and obligations of membership cease upon the death of the member or when the member ceases to be a member of ASHRAE.
2.4 Place of Meetings. Meetings of the Corporation's members may be held at any location inside or outside the State of Georgia designated by the Board of Directors or any other person or persons who properly call the meeting, or if the Board of Directors or such other person or persons do not specify a location, at the Corporation's principal office.
2.5 Annual Meetings. The Corporation shall hold an annual meeting of members, at a time determined by the Board of Directors, to elect directors and to transact any business that properly may come before the meeting. The annual meeting may be combined with any other meeting of members, whether annual or special.
2.6 Special Meetings. Special meetings of members of the Corporation may be called at any time by the Board of Directors or the President, and shall be called by the Corporation upon the written request (in compliance with applicable requirements of the Code) of the members representing ten percent (10%) or more of the votes entitled to be cast on each issue proposed to be considered at the special meeting. The business that may be transacted at any special meeting of members shall be limited to that proposed in the notice of the special meeting given in accordance with Section 2.7 (including related or incidental matters that may be necessary or appropriate to effectuate the proposed business).
2.7 Notice of Meetings. In accordance with Section 9.5 and subject to waiver by a member pursuant to Section 2.8, the Corporation shall give written notice of the date, time, and place of each annual and special members' meeting no fewer than ten (10) days nor more than sixty (60) days before the meeting date to each member of record entitled to vote at the meeting. The notice of an annual or a special meeting shall include a description of the matter or matters for which the meeting is called. If an annual or special members' meeting is adjourned to a different date, time, or location, the Corporation shall give members notice of the new date, time, or location of the adjourned meeting, unless a quorum of members was present at the meeting and information regarding the adjournment was announced before the meeting was adjourned; provided, however, that if a new record date is or must be fixed in accordance with Section 7.1, the Corporation must give notice of the adjourned meeting to all members of record as of the new record date who are entitled to vote at the adjourned meeting. When giving notice of an annual or special meeting of members, the Corporation shall give notice of a matter a member intends to raise at the meeting if (1) requested to do so by a person or persons entitled to call a special meeting and (2) the request is received by the Secretary or President of the Corporation at least ten days before the Corporation gives notice of the meeting.
2.8 Waiver of Notice. A member may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws, before or after the date and time of the matter to which the notice related, by delivering to the Corporation a written waiver of notice signed by the member entitled to the notice for inclusion in the minutes or filing with the corporate records. In addition, a member's attendance at a meeting shall be (a) a waiver of objection to lack of notice or defective notice of the meeting unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purpose stated in the meeting notice, unless the member objects to considering the matter when it is presented. Except as otherwise required by the Code, neither the purpose of nor the business transacted at the meeting need be specified in any waiver.
2.9 Quorum; Vote Required to Act. At all meetings of members, any members entitled to vote on a matter may take action on the matter only if a quorum of the members exists at the meeting. Unless the Articles of Incorporation, these Bylaws, or the Code provides otherwise, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. Unless twenty percent (20%) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting or regular meeting of members are those matters that are described in the meeting notice. Once a member is present at any meeting other than solely to object to holding the meeting or transacting business at the meeting, the member shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournments of that meeting, unless a new record date for the adjourned meeting is or must be set pursuant to Section 7.1 of these Bylaws.
2.10 Voting Rights. In all matters in which these Bylaws call for the vote of members, each member shall have one vote. Each member shall be entitled to vote in the election of directors and in any other matter that requires the vote of members according to applicable law, the Articles of Incorporation or these Bylaws.
2.11 Proxies. A member entitled to vote on a matter may vote in person or by proxy pursuant to an appointment executed in writing by the member or by his attorney-in-fact. An appointment of a proxy shall be valid for eleven (11) months from the date of its execution, unless a longer or shorter period is expressly stated in the proxy.
2.12 Presiding Officer. Except as otherwise provided in this Section 2.12, the President, shall preside at every members' meeting (and any adjournment thereof) as its chairman. If the President is absent or unwilling to serve, the Vice President shall preside at the meeting. If neither the President nor the Vice President is present and willing to serve as chairman of the meeting, and if the President has not designated another person who is present and willing to serve, then a majority of the Corporation's directors present at the meeting shall be entitled to designate a person to serve as chairman. If no director of the Corporation is present at the meeting or if a majority of the directors who are present cannot be established, then a chairman of the meeting shall be selected by a majority vote of the members present at the meeting that would be entitled to vote in an election of directors. The chairman of the meeting may designate other persons to assist with the meeting.
2.13 Adjournments. At any meeting of members (including an adjourned meeting), a majority of members present and entitled to vote at the meeting (whether or not those members constitute a quorum) may adjourn the meeting to reconvene at a specific time and place. The only business that may be transacted at any reconvened meeting is business that could have been transacted at the meeting that was adjourned, unless further notice of the adjourned meeting has been given in compliance with the requirements for a special meeting that specifies the additional purpose or purposes for which the meeting is called. Nothing contained in this Section 2.13 shall be deemed or otherwise construed to limit any lawful authority of the chairman of a meeting to adjourn the meeting.
2.14 Conduct of the Meeting. At any meeting of members, the chairman of the meeting shall be entitled to establish the rules of order governing the conduct of business at the meeting.
2.15 Action of Members Without a Meeting . Any action that may be taken at any annual or special meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. A written ballot shall (1) set forth each proposed action, (2) provide an opportunity to vote for or against each proposed action, and (3) provide a space for the member to sign. All solicitations for votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than the election of directors; and (3) specify the time by which a ballot must be received by the Corporation in order to be counted. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. The action must be evidenced by written ballots describing the action taken, signed by members entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.
2.16 Membership List. After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall show the address of and number of votes each member is entitled to vote at the meeting. The list of members shall be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the Corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or a member's attorney is entitled on written demand to inspect and, subject to the limitations of subsection (c) of Code Section 14-3-1602 and Code Section 14-3-1605, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. The corporation shall make the list of members available at the meeting, and any member, a member's agent, or member's attorney is entitled to inspect the list at any time during the meeting or any adjournment.
Board of Directors
3.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation or in Bylaws approved by the members.
3.2 Number, Election and Term of Office. The number of directors of the Corporation shall be fixed at five (5). Except in case of death, resignation, disqualification, or removal, each director shall serve for a term commencing on the first day of the Corporation’s fiscal year following election and ending on the first anniversary of that date. Despite the expiration of a director's term, he shall continue to serve until his successor, if there is to be any, has been elected and has qualified. Except as provided elsewhere in this Section 3.2 and in Section 3.4, the directors shall be the President, Vice President, Secretary, Treasurer and immediate Past President of the Corporation.
3.3 Removal of Directors. The entire Board of Directors or any individual director may be removed, with or without cause, by the members. Removal action may be taken only at a members' meeting for which notice of the removal action has been given. A removed director's successor, if any, may be elected at the same meeting to serve the unexpired term.
3.4 Vacancies. A vacancy occurring in the Board of Directors may be filled for the un-expired term, unless the members have elected a successor, by the affirmative vote of a majority of the remaining directors, whether or not the remaining directors constitute a quorum. A vacancy or vacancies in the Board of Directors may result from the death, resignation, disqualification, or removal of any director, or from an increase in the number of directors.
3.5 Compensation. Directors may receive such compensation for their services as directors as may be fixed by the Board of Directors from time to time. A director may also serve the Corporation in one or more capacities other than that of director and receive compensation for services rendered in those other capacities.
3.6 Committees of the Board of Directors. The Board of Directors may designate one or more standing or ad hoc committees, each consisting of one or more directors, who serve at the pleasure of the Board of Directors. Subject to the limitations imposed by the Code, each committee shall have the authority set forth in the resolution establishing the committee or in any other resolution of the Board of Directors specifying, enlarging, or limiting the authority of the committee.
3.7 Qualifications of Directors. No person elected to serve as a director of the Corporation shall assume office and begin serving unless and until duly qualified to serve, as determined by reference to the Code, the Articles of Incorporation, and any further eligibility requirements established in these Bylaws.
ARTICLE FOUR
Meetings of the Board of Directors
4.1 Regular Meetings. A regular meeting of the Board of Directors shall be held in conjunction with each annual meeting of members. In addition, the Board of Directors may, by prior resolution, hold regular meetings at other times.
4.2 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President, or any director in office at that time.
4.3 Place of Meetings. Directors may hold their meetings at any place in or outside the State of Georgia that the Board of Directors may establish from time to time.
4.4 Notice of Meetings. Directors need not be provided with notice of any regular meeting of the Board of Directors. Unless waived in accordance with Section 4.10, the Corporation shall give at least two (2) days notice to each director of the date, time, and place of each special meeting. Notice of a meeting shall be deemed to have been given to any director in attendance at any prior meeting at which the date, time, and place of the subsequent meeting was announced.
4.5 Quorum. At meetings of the Board of Directors, a majority of the directors then in office (but not less than one-third of the number of directors fixed by these Bylaws) shall constitute a quorum for the transaction of business.
4.6 Vote Required for Action. If a quorum is present when a vote is taken, the vote of a majority of the directors present at the time of the vote will be the act of the Board of Directors, unless the vote of a greater number is required by the Code, the Articles of Incorporation, or these Bylaws. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at it; (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
4.7 Participation by Conference Telephone. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment through which all persons participating may hear and speak to each other. Participation in a meeting pursuant to this Section 4.7 shall constitute presence in person at the meeting.
4.8 Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent, describing the action taken, is signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The consent may be executed in counterpart, and shall have the same force and effect as a unanimous vote of the Board of Directors at a duly convened meeting.
4.9 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice to the directors of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned, unless a quorum was not present at the meeting that was adjourned, in which case notice shall be given to directors in the same manner as for a special meeting. At any such reconvened meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting that was adjourned.
4.10 Waiver of Notice. A director may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws before or after the date and time of the matter to which the notice relates, by a written waiver signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance by a director at a meeting shall constitute waiver of notice of the meeting, except when a director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Officers
5.1 Offices. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be first nominated by the Nominating Committee and then elected by the members at the annual meeting of the members of the Corporation. The President shall serve as the Chairman of the Board. Two or more offices may not be held by the same person.
5.2 Term. Each President and Vice President shall serve a single one-year term. The Vice President shall succeed to the office of President upon completion of his term as Vice President. Each Secretary and Treasurer shall serve a single two-year term of office. The term of each officer shall commence on the first day of the Corporation’s fiscal year following election to office. A Vice President shall be elected each year and a Secretary and Treasurer shall be elected every two years. Those who serve as President, Vice President, Secretary and Treasurer shall comprise the Executive Committee. In the event that an officer cannot fulfill the duties of the office or is removed, the remaining members of the Executive Committee shall appoint a member of the Corporation to serve during the remaining term. If the office of President becomes vacant, the Vice President shall immediately succeed to the un-expired term of the President and, on completion of that term, shall continue to serve as President for a full one-year term. The Executive Committee shall appoint a new Vice President to serve during the remaining term of the originally elected Vice President. The newly appointed Vice President shall be eligible for nomination and election to a new term as Vice President. All officers shall remain in office until their successors are duly elected and qualified.
5.3 Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors or by a committee or officer appointed by the Board of Directors. Officers may serve without compensation.
5.4 Removal. All officers (regardless of how elected or appointed) may be removed, with or without cause, by the Board of Directors, and any officer appointed by another officer also may be removed, with or without cause, by any senior officer authorized to have appointed the officer to be removed. Removal will be without prejudice to the contract rights, if any, of the person removed, but shall be effective notwithstanding any damage claim that may result from infringement of such contract rights.
5.5 Chairman of the Board. The Chairman of the Board shall preside at and serve as chairman of meetings of the Board of Directors. The Chairman of the Board shall perform other duties and have other authority as may from time to time be delegated by the Board of Directors.
5.6 President. Unless otherwise provided in these Bylaws or by resolution of the Board of Directors, the President shall be the chief executive officer of the Corporation, shall be charged with the general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall have the authority to select and appoint employees and agents of the Corporation, and shall serve as the Chairman of the Board. The President shall perform any other duties and have any other authority as may be delegated from time to time by the Board of Directors, and shall be subject to the limitations fixed from time to time by the Board of Directors.
5.7 Vice President. The Vice President shall, in the absence or disability of the President, or at the direction of the President, perform the duties and exercise the powers of the President, whether the duties and powers are specified in these Bylaws or otherwise. The Vice President shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors or the President.
5.8 Secretary. The Secretary shall be responsible for preparing minutes of the meetings of members, directors, and committees of directors, and for authenticating records of the Corporation. The Secretary shall have authority to give all notices required by law or these Bylaws. The Secretary shall be responsible for the custody of the corporate books, records, contracts, and other documents. The Secretary may affix the corporate seal to any lawfully executed documents requiring it, may attest to the signature of any officer of the Corporation, and shall sign any instrument that requires the Secretary's signature. The Secretary shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors or the President.
5.9 Treasurer. Unless otherwise provided by the Board of Directors, the Treasurer shall be responsible for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit, or disbursement of these funds and securities under the direction of the Board of Directors. The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall make reports of these receipts and disbursements to the Board of Directors and President upon request. The Treasurer shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors or the President.
5.10 Executive Committee. The officers of the Corporation shall constitute the Executive Committee of which the President shall be the Chair and the Vice President shall be Vice Chair. The Executive Committee shall report to the Board of Directors and members of the Corporation at each of its meetings and shall submit a written report to the ASHRAE Board of Directors at the annual meeting of ASHRAE members. Other committees may be appointed by the President or the Executive Committee as may be needed. The Executive Committee may establish a Manual of Procedures governing the operation of the Corporation. The Executive Committee shall appoint a nominating committee of at least five members to propose a slate of officers for election by the members. Except for the President, no member of the Executive Committee may serve as a member of the nominating committee.
Distributions
The Corporation shall not make distributions except as provided in its Articles of Incorporation or as allowed by applicable law.
Record Date
7.1 Fixing of Record Date. For the purpose of determining members (a) entitled to notice of or to vote at any meeting of members or, if necessary, any adjournment thereof, (b) entitled to demand a special meeting to vote, or (c) for any other proper purpose, the Board of Directors may fix in advance a date as the record date. The record date may not be more than seventy (70) days (and, in the case of a notice to members of a members' meeting, not less than ten (10) days) prior to the date on which the particular action, requiring the determination of the members, is to be taken. A determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting, unless the Board of Directors shall fix a new record date for the reconvened meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
7.2 Record Date, If None Fixed. If no record date is fixed as provided in Section 7.1, then the record date for any determination of members that may be proper or required by law shall be, as appropriate, the date on which notice of a members' meeting is mailed, or the date on which any other action is taken that requires a determination of the members.
Indemnification
8.1 Indemnification of Directors. The Corporation shall indemnify and hold harmless any person (an "Indemnified Person") 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, whether formal or informal, including any action or suit by or in the right of the Corporation (for purposes of this Article Eight, collectively, a "Proceeding") because he is or was a director of the Corporation, against any judgment, settlement, penalty, fine, or reasonable expenses (including, but not limited to, attorney's fees and disbursements, court costs, and expert witness fees) incurred with respect to the Proceeding (for purposes of this Article Eight, a "Liability"), if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceedings, had no reasonable cause to believe his conduct was unlawful; provided, however, that no indemnification shall be made for any Liability for which, under the Code, indemnification may not be authorized by action of the Board of Directors, the members, or otherwise including, but not necessarily limited to, any Liability of a director to the Corporation for: (a) any appropriation by a director, in violation of the director's duties, of any business opportunity of the Corporation; (b) any acts or omissions of a director that are not in good faith or that involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Code Section 14-3-860 through 14-3-864; or (d) any transaction from which the director received an improper personal benefit. Indemnification in connection with a Proceeding brought by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the Proceeding.
8.2 Indemnification of Others. The Board of Directors shall have the power to cause the Corporation to provide to officers, employees, and agents of the Corporation all or any part of the right to indemnification and other rights of the type provided under Sections 8.1, 8.5 and 8.11 of this Article Eight (subject to the conditions, limitations, and obligations specified in those Sections) upon a resolution to that effect identifying officers, employees, or agents (by position or name) to be indemnified and specifying the particular rights provided, which may be different for each of the persons identified. Each officer, employee, or agent of the Corporation so identified shall be an "Indemnified Person" for purposes of the provisions of this Article Eight.
8.3 Other Organizations. The Board of Directors shall have the power to cause the Corporation to provide to any director, officer, employee, or agent of the Corporation who is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise all or any part of the right to indemnification and other rights of the type provided under Sections 8.1, 8.5 and 8.11 of this Article Eight (subject to the conditions, limitations, and obligations specified in those Sections) upon a resolution to that effect identifying the persons to be indemnified and specifying the particular rights provided, which may be different for each of the persons identified. Each person so identified shall be an "Indemnified Person" for purposes of the provisions of this Article Eight.
8.4 Determination. Notwithstanding any judgment, order, settlement, conviction, or plea in any Proceeding, an Indemnified Person shall be entitled to indemnification as provided in Section 8.1, if a determination that such Indemnified Person is entitled to such indemnification shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who are not at the time parties to the Proceeding, (b) if a quorum cannot be obtained under (a) above, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors who are not at the time parties to the Proceeding, (c) in a written opinion by special legal counsel selected as required by the Code, or (d) by the members; provided, however, that votes under the control of directors who are at the time parties to the Proceeding may not be voted on the determination.
8.5 Advances. To the extent the Corporation has funds reasonably available to be used for this purpose, expenses (including, but not limited to, attorney's fees and disbursements, court costs, and expert witness fees) incurred by the Indemnified Person in defending any Proceeding of the kind described in Section 8.1 (or in Section 8.2 or 8.3, if the Board of Directors has specified that advancement of expenses be made available to such Indemnified Person) shall be paid by the Corporation in advance of the final disposition of such Proceeding as set forth herein. The Corporation shall promptly pay the amount of such expenses to the Indemnified Person, but in no event later than ten (10) days following the Indemnified Person's delivery to the Corporation of a written request for an advance pursuant to this Section 8.5, together with a reasonable accounting of such expenses; provided, however, that the Indemnified Person shall furnish the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in the Code and a written undertaking and agreement to repay to the Corporation any advances made pursuant to this Section 8.5, if it shall be determined that the Indemnified Person is not entitled to be indemnified by the Corporation for such amounts. The Corporation may make the advances contemplated by this Section 8.5 regardless of the Indemnified Person's financial ability to make repayment. Any advances and undertaking to repay pursuant to this Section 8.5 may be unsecured and interest-free.
8.6 Non-Exclusivity. Subject to any applicable limitation imposed by the Code or the Articles of Incorporation, the indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation, or any Bylaw, resolution, or agreement specifically or in general terms approved or ratified by the affirmative vote of holders of a majority of the members entitled to be voted thereon.
8.7 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while serving in such a capacity, is also or was also serving at the request of the Corporation as a director, officer, trustee, partner, employee, or agent of any corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any Liability that may be asserted against him or 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 Eight.
8.8 Notice. If the Corporation indemnifies or advances expenses to a director in connection with a Proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the members with or before the notice of the next members' meeting.
8.9 Security. The Corporation may designate certain of its assets as collateral, provide self-insurance, establish one or more indemnification trusts, or otherwise secure or facilitate its ability to meet its obligations under this Article Eight, or under any indemnification agreement or plan of indemnification adopted and entered into in accordance with the provisions of this Article Eight, as the Board of Directors deems appropriate.
8.10 Amendment. Any amendment to this Article Eight that limits or otherwise adversely affects the right of indemnification, advancement of expenses, or other rights of any Indemnified Person hereunder shall, as to such Indemnified Person, apply only to Proceedings based on actions, events, or omissions (collectively, "Post Amendment Events") occurring after such amendment and after delivery of notice of such amendment to the Indemnified Person so affected. Any Indemnified Person shall, as to any Proceeding based on actions, events, or omissions occurring prior to the date of receipt of such notice, be entitled to the right of indemnification, advancement of expenses, and other rights under this Article Eight to the same extent as if such provisions had continued as part of the Bylaws of the Corporation without such amendment. This Section 8.10 cannot be altered, amended, or repealed in a manner effective as to any Indemnified Person (except as to Post Amendment Events) without prior written consent of such Indemnified Person.
8.11 Agreements. The provisions of this Article Eight shall be deemed to constitute an agreement between the Corporation and each Indemnified Person hereunder. In addition to the rights provided in this Article Eight, the Corporation shall have the power, upon authorization by the Board of Directors, to enter into an agreement or agreements providing to any Indemnified Person indemnification rights substantially similar to those provided in this Article Eight.
8.12 Continuing Benefits. The rights of indemnification and advancement of expenses permitted or authorized by this Article Eight shall, unless otherwise provided when such rights are granted or conferred, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
8.13 Successors. For purposes of this Article Eight, the term "Corporation" shall include any corporation, joint venture, trust, partnership, or unincorporated business association that is the successor to all or substantially all of the business or assets of this Corporation, as a result of merger, consolidation, sale, liquidation, or otherwise, and any such successor shall be liable to the persons indemnified under this Article Eight on the same terms and conditions and to the same extent as this Corporation.
8.14 Severability. Each of the Sections of this Article Eight, and each of the clauses set forth herein, shall be deemed separate and independent, and should any part of any such Section or clause be declared invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall in no way render invalid or unenforceable any other part thereof or any separate Section or clause of this Article Eight that is not declared invalid or unenforceable.
8.15 Additional Indemnification. In addition to the specific indemnification rights set forth herein, the Corporation shall indemnify each of its directors and such of its officers as have been designated by the Board of Directors to the full extent permitted by action of the Board of Directors without member approval under the Code or other laws of the State of Georgia as in effect from time to time.
ARTICLE NINE
Miscellaneous
9.1 Inspection of Books and Records. The Board of Directors shall have the power to determine which accounts, books, and records of the Corporation shall be available for members to inspect or copy, except for those books and records required by the Code to be made available upon compliance by a member with applicable requirements, and shall have the power to fix reasonable rules and regulations (including confidentiality restrictions and procedures) not in conflict with applicable law for the inspection and copying of accounts, books, and records that by law or by determination of the Board of Directors are made available.
9.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the fiscal year from time to time as it deems appropriate.
9.3 Corporate Seal. The corporate seal will be in such form as the Board of Directors may from time to time determine. The Board of Directors may authorize the use of one or more facsimile forms of the corporate seal. The corporate seal need not be used unless its use is required by law, by these Bylaws, or by the Articles of Incorporation.
9.4 Annual Statements. Not later than four (4) months after the close of each fiscal year, and in any case prior to the next annual meeting of the members, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) a profit and loss statement showing the results of its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any member of record a copy of the most recent such balance sheet and profit and loss statement, in such form and with such information as the Code may require.
9.5 Notice. (a) Whenever these Bylaws require notice to be given to any member or to any director, the notice may be given by mail, in person, by courier delivery, by telephone, or by telecopier, telegraph, or similar electronic means. Whenever notice is given to a member or director by mail, the notice shall be sent by depositing the notice in a post office or letter box in a postage-paid, sealed envelope addressed to the member or director at his or her address as it appears on the books of the Corporation. Any such written notice given by mail shall be effective: (i) if given to members at the time the same is deposited in the United States mail; and (ii) in all other cases, at the earliest of (x) when received or when delivered, properly addressed, to the addressee's last known principal place of business or residence, (y) five (5) days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed, or (z) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Whenever notice is given to a member or director by any means other than mail, the notice shall be deemed given when received.
(b) In calculating time periods for notice, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of privilege or the discharge of any duty, the first day shall not be counted, but the last day shall be counted.
Amendments
Neither the Articles of Incorporation nor the Bylaws may be altered, amended or repealed unless the amendment is recommended by the Board of Directors (except when a conflict of interest or a special circumstance compels the Board not to make a recommendation) and unless the members entitled to vote on the amendment approve the amendment by (1) two-thirds of the votes cast at a meeting of the members where at least fifty members vote or a majority of the voting power, whichever is less, or (2) two-thirds of the votes cast by letter ballot where at least fifty members vote or a majority of the voting power, whichever is less.
Operations
The Corporation shall be financially self-supporting. It shall have the authority to raise funds to pay for its own operating expenses and to reimburse its members for authorized expenses they incur on direct behalf of the Corporation. The Corporation also has authority to raise funds for purposes consistent with the Bylaws of ASHRAE that are consistent with the purposes of the Corporation.
ARTICLE TWELVE
Mission
The mission of the Corporation is to serve as ambassadors to enhance ASHRAE’s technical image internally and in the community at large through activities such as transferring ASHRAE-generated technology and knowledge; mentoring students, engineers and educators to increase their awareness of ASHRAE activities; sharing knowledge or experience with the grassroots organization, such as chapter presentations; communicating ASHRAE recommended practices to resolve current industry problems; and supporting ASHRAE governance in conducting special technical activities.
Approved by College of Fellows of ASHRAE, Inc. on May 1, 2004