ABANA’s By-laws

Article I: Name, Offices, and Purposes

Section 1.01 Name:

The name of the corporation is Artist-Blacksmith’s Association of North America, Inc., hereinafter referred to as the “Association.” The official acronym of the Association shall be “ABANA”.

Section 1.02 Principal Office: 

The Board of Directors of the Association (“Board”) shall determine where to locate the principal office of the Association. By resolution, the Board may change the principal office from one location to another and may establish additional offices.

Section 1.03 Purposes:

(a) The Association is a nonprofit corporation as described in the Georgia Nonprofit Corporation Code (the “Law”). The property of the Association is irrevocably dedicated to charitable and educational purposes in a manner which meets the requirements of section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and section 48-7-25 of the Georgia Public Revenue Code.

(b) The Association is organized exclusively for educational and charitable purposes, including, but not limit to, the following: to encourage and facilitate the training of blacksmiths and the craft of blacksmithing; to disseminate information about sources of material and equipment; to expose the art of blacksmithing to the public; to serve as a center of information about blacksmithing for the general public, architects, interior designers, and other interested parties. The Association may engage in any legal activity that is reasonably related to or in furtherance of its stated educational or charitable purposes.

(c) No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its Members, Directors, Trustees, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered to the Association. Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code.

Section 1.04 Registered Office & Agent:

The Association shall maintain a registered office and registered agent within the State of Georgia as required by statute. The registered office may, but need not, be identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

Article II: Membership

Section 2.01 Qualifications:

Any person, association, partnership, firm, corporation or other entity may become a member (each a “Member”, and together, the “Membership”) by the means provided by the Board, accompanied by payment of one year’s dues as determined by category of membership.

Section 2.02 Categories of Membership:

There shall be the following categories of Membership in the Association:

(a) A Family/Household Member shall be any person, along with all people living together in that same person’s single household, who practices blacksmithing as a profession, or avocation, or is interested in blacksmithing. Family/Household Membership shall include any association, partnership, firm, corporation or other entity.

(b) A Student Member is an individual who is a full-time student in an educational institution, recognized as such by the Secretary of the Association and with the qualifications as stated in (a) above.

(c) A Senior-citizen Member is an individual who has attained the age of 65 and with the qualifications as stated in (a) above.

(d) A Contributory Member is an individual, family or household with the qualifications as stated in (a) above, who elects to pay the amount set for Contributory Members, or more, for annual dues.

(e) An Honorary Life Member is an individual elected by unanimous vote by the Board at a duly organized meeting in recognition for having made an outstanding contribution to the Association. An Honorary Life Member shall be exempt from payment of any annual dues for his or her lifetime and shall be entitled to all the
privileges of a Family/Household Member. The Association will publish a list of Honorary Life Members at least annually in a General Membership Publication. Honorary Life Members may be removed by a unanimous vote by the Board at a duly organized meeting.

(f) Collectively or individually the Categories of Membership defined above are hereinafter referred to as “Members” or a “Member.” For purposes of these Bylaws, the term “General Membership Publication shall mean The Anvil’s Ring, the Hammer’s Blow, or such other Association publication designated by the Board that is
periodically distributed to the Members.

Section 2.03 Additional Membership Categories:

The Board shall have the authority to establish additional categories of membership as it deems appropriate to serve the interests and needs of the Association and the Members.

Section 2.04 Membership Dues:

The Board shall have the power to determine membership dues at each category of membership, as well as the schedule, due date, and method(s) of the payment for said dues. Dues shall be shall be nonrefundable. Failure to pay dues shall result in the termination of membership, at the Board’s discretion.

Section 2.05 Resignation:

Any Member may withdraw from the Association by giving notice to the Association.

Section 2.06 General Membership Meetings:

An annual Members meeting, which may coincide with, but be separate from, a regular meeting of the Board of Directors, shall be held for the purpose of electing members of the Board of Directors and for transacting any other business that may properly come before the Members. The President of the Association shall fix the time, date, and place for the annual Members meeting. In addition, a general Membership meeting shall be held at least every two years in conjunction with each ABANA International Conference. In the event that there is no ABANA International Conference within a two-year period, the general Membership meeting shall be held as a special Membership meeting, as described below. However, any action required or permitted to be taken at a general Membership meeting or a special Membership meeting may be taken without a meeting if mailed or electronically mailed ballots or proxies, or, at the discretion of the Board, responses to an electronic or internet-based survey, representing 10-percent of the Members, are received by the Board.

Section 2.07 Special Membership Meetings:

Special Membership meetings may be called for any purpose at any time by the Chair (if any), President, any Vice-President, Secretary, or any two (2) directors. Special Membership meetings may also be called upon the written request of not less than ten percent (10%) of the Members.

Section 2.08 Notice:

General Membership and special Membership meetings shall be held upon notice of at least sixty (60) days by first class mail, electronic mail or other electronic means of communication, or publication in a General Membership Publication. Such notice shall contain the date, time, and place of meeting, the agenda of business to be discussed at such meeting, and the means of remote communications, if any, by which a Member may be deemed to be present in person and vote at such meeting. Any such notice shall be addressed or delivered to each Member at his or her address, electronic mail address, or other contact number as it is shown upon the records of the Association, or, if such address, electronic mail address or other number is not shown on such records or is not readily ascertainable, by posting at the principal place of business of the Association. Notice by mail shall be deemed to have been given at the time that the notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is transmitted electronically, personally delivered to the recipient or delivered to a common carrier for transmission. Notice of any Member meeting, or of the purpose of a meeting, may be waived by an instrument in writing. Attendance of the Member at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, the manner in which it has been called or convened, and of notice of the purpose of the meeting (where required), except when the Member states, at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 2.09 Membership Quorum:

The presence in person, participation via conference call or video or audio transmission over the internet or other similar means, of at least ten percent (10%) of the Members shall constitute a quorum for purposes of conducting Association business.

Section 2.10 Procedure at General and Special Meetings:

The order of business at all Membership meetings shall be as determined by the Board.

Section 2.11 Membership Voting:

Generally, each Member shall be entitled to one vote. In the case of Family/Household Memberships, each family/household shall be entitled to one vote, notwithstanding the number of Members pertaining to the family or household. Unless otherwise specified herein a majority vote of a quorum of Members voting in person or by mailed or electronically mailed ballot, as applicable, shall approve any measure brought before the Members pursuant to the procedures detailed herein. Proxy votes are not permitted. Any and all votes required under these Bylaws may be made by ballot in accordance with the procedures set forth in Article 7 of the Georgia Nonprofit Corporation Code. The ballot shall be sent via U.S. mail or electronic mail to each Member’s address or electronic address as shown in the records of the Association.

Section 2.12 Membership Approval:

In addition to all other actions as may be required by law, approval of the Members shall be required for the following: (i) the dissolution, liquidation, merger, consolidation, recapitalization or other reorganization of the Association; (ii) the sale, lease or exchange of all or substantially all of the property of the Association; and (iii) any changes proposed to be made by the Association’s Board of Directors to the Associations’ Articles of Incorporation or Bylaws.

Section 2.13 Action Without Meeting:

Any action required or permitted to be taken by the Members may be taken without a meeting if the Board delivers a written or electronic ballot to every Member entitled to vote on the matter, and the procedures and requirements set forth in section 14-3-708 of the Georgia Nonprofit Corporation Code, or a successor provision thereto, for ballot voting are followed and met.

Section 2.14 Participation by Telephone:

The Members may participate in any Member meeting by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Article III: Affiliate Organizations

The Association may affiliate itself with other blacksmithing oriented organizations, whose purposes are germane to ABANA’s, but in no case shall any affiliate organization be considered a chapter of the Association, nor shall any affiliated organization have the power or authority to bind the Association by any contract or
engagement or pledge its credit or to render it liable for any purpose or amount. The Board shall have the authority to set guidelines by which organizations may be affiliated with the Association, and shall maintain a registry of those organizations which are recognized as affiliates.

Article IV: Board of Directors

Section 4.01 Duties and Powers of the Board:

Subject to any limitations in the Association’s Articles of Incorporation (the “Articles”) or these Bylaws, the Board shall manage the activities of the Association and shall exercise or oversee the exercise of all corporate powers. The Board may delegate its duties and powers as it sees fit to the extent permitted by Law, provided
however, that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. The Board shall have all powers permitted to or conferred on a board of directors of a nonprofit corporation by Law, except as limited by the Articles or these Bylaws.

Section 4.02 Number of Directors:

The Board shall be comprised of fifteen elected Members. The authorized number of directors of the Association may be changed by a quorum vote of the Membership.

Section 4.03 Election and Term of Office:

Five (5) directors shall be elected at each annual meeting of the Board for a three (3) year term. Each director,
including a director elected to fill a vacancy, shall hold office for the term for which he or she was elected and until the election and qualification of a successor.

Section 4.04 Term Limits:

No director shall serve more than two and one-half (2 ½) terms consecutively, but may thereafter serve on the Board again, as a new director, after a waiting period of five (5) years.

Section 4.05 Resignation, Removal, and Vacancies:

(a) A director may resign effective upon giving written notice to the Chair of the Board (the “Chair”) if any, the President, the Secretary, or the Board, unless the notice specifies that the resignation shall be effective at a later time.

(b) The Board may remove a director who fails to fulfill his or her duties, including failing to attend meetings of the Board or failing to fulfill tasks designated by the Board; provided, however, that such removal must be authorized by an affirmative vote of two-third (2/3) of directors then in office. Association Members may also
remove a director by a two-thirds (2/3) vote of Members present at any General Membership meeting or Special Membership Meeting, with or without cause.

(c) The Members shall fill vacancies without undue delay. If the number of directors would fall below three (3), the Members shall fill vacancies as promptly as possible to avoid such result. A director elected to fill a vacancy shall hold office until the expiration of the term of the replaced director or until his or her successor has been
elected and qualified, unless the Members otherwise determine.

(d) A vacancy in the Board shall be deemed to exist upon the occurrence of the death, resignation, or removal of any director, or if the authorized number of directors is increased.

(e) The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or is convicted of a felony, or has been found by a final order or judgment of any court to have breached a duty to the Association.

Section 4.06 Place of Meetings:

The Board may meet at any place designated in the notice of the meeting or, if not stated in the notice or if there is no notice, as designated by the Board or the President.

Section 4.07 Annual Meetings:

The Board shall hold an annual meeting to elect officers then up for election, and to conduct all other business as may properly come before the Board. The annual meeting shall take place at such time and place as determined by resolution of the Board. Reasonable expenses including travel, lodging and meals that are incurred by the Board while participating in an annual meeting shall be borne by the Association.

Section 4.08 Regular Meetings:

Regular meetings of the Board shall be held at such time and place as may be fixed by the Board.

Section 4.09 Special Meetings:

Special meetings of the Board for any purpose may be called at any time by the Chair (if any), President, any Vice-President, Secretary, or any two (2) directors.

Section 4.10 Notice:

Annual, regular and special meetings of the Board shall be held upon notice of at least one (1) week by first-class mail or forty-eight (48) hours’ notice given personally or by telephone, electronic mail, or other equivalent means of communication. Such notice shall contain the date, time, and place of meeting and the agenda of business to be discussed at such meeting. Any such notice shall be addressed or delivered to each director at his or her address, electronic address, or contact number as it is shown upon the records of the Association, or, if such address or number is not shown on such records or is not readily ascertainable, at the principal place of business of the Association. Notice by mail shall be deemed to have been given at the time that the notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or to a common carrier for transmission. Notice by electronic mail shall be deemed to have been given when it is actually transmitted by the person sending the notice by electronic means to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone, to the recipient or to a person at the office of the recipient who, the
person giving the notice has reason to believe, will promptly communicate it to the recipient.

Section 4.11 Quorum and Action of the Board:

A majority of Directors currently in office (but no fewer then two) Constitutes a quorum of the Board for the transaction of business, except for purposes of adjournment as provided in Section 4.14 of these Bylaws. Unless a greater number is expressly required by law, the Articles or these Bylaws, every action taken or decision made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board, provided however, that a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 4.12 Participation in Meetings by Telephone or Video:

Board through the use of telephone or video conference or equivalent communications equipment so long as directors participating in the meeting can hear one another. Participation in a meeting pursuant to this Section 4.12 shall constitute presence in person at the meeting for all Association purposes.

Section 4.13 Waiver of Notice:

Notice of a meeting need not be given to any director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting , or who attends the meeting without protesting, before or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 4.14 Adjournment:

A majority of the directors present, whether or not a quorum is present may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 4.15 Action Without Meeting:

(a) Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority of the directors consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as the unanimous vote of such directors taken
at a meeting.

(b) Directors may consent, vote, or otherwise take action under this Section 4.15 by a signed document transmitted by mail, electronic mail, messenger, courier, facsimile, or any other reasonable method satisfactory to the Chair (if any) or the President.

Section 4.16 Committees of the Board:

The Board may, by resolution adopted by a majority of the number of directors then in office, create or dissolve one or more committees of the Board (“Board Committee”), each consisting of at least two directors, to serve at the pleasure of the Board. Board Committees may be standing (no set term) or special (set term). The
Chairperson for each of the Committees of the Board shall be decided upon by a vote of the Board at the annual meeting. Any director can voluntarily join any of the Board Committees as a voting member. Any such Board Committee, to the extent provided in a resolution of the Board, may be given the authority of the Board except
with respect to:

(a) The approval of any action for which the Law requires approval of the Board or of a majority of the Board;

(b) the dissolution, merger, or consolidation of the Association;

(c) the sale, lease or exchange of all or substantially all of the property of the Association;

(d) the removal of directors or the filling of vacancies on any Board Committee;

(e) the amendment or repeal of its Articles or Bylaws or the adoption of new Articles or Bylaws;

(f) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f) the appointment of Board Committees or the members thereof; and

(g) the distribution of the property of the Association pursuant to Section 8.08 below.

Section 4.17 Meetings and Actions of Board:

Committees: Regular and special meetings and actions of Board Committees shall be governed by the provisions of this Article IV applicable to meetings and actions of the Board; provided, however, that the Board may adopt rules for the conduct of the business of any Board Committee consistent with these Bylaws, or in the absence of rules adopted by the Board, the Board Committee may adopt such rules. A quorum for any committee shall consist of the majority of its members.

Section 4.18 Executive Committee:

The Board may, at its discretion, establish an Executive Committee The Executive Committee may act on behalf of the Association on any matter when the Board is not in session, reporting to the Board for its ratification of its actions at a regular or special meeting or by mail or electronic communication within 3 days if no meeting is
scheduled. Three members shall constitute a quorum for the transaction of business. by the Executive Committee. Executive Committee Meetings may be called by the Executive Committee chair or by any three Executive Committee members. The Executive Committee may conduct and expedite regular Association
business as permitted by the Board, but shall not initiate, adopt or implement any new policy, which shall continue to require the approval of the Board as set forth herein.

Section 4.19 Election Committee: 

The Board may establish an Election Committee at its pleasure. The Election Committee shall govern the nomination and election process of Board Members according to the procedures adopted by the Committee and ratified by the Board.

Section 4.20 Advisory Committees:

The Board may, by resolution adopted by a majority of the number of directors then in office, create one or more advisory committees to serve at the pleasure of the Board. Each advisory committee shall have at least one (1) director as a member at all times. Other appointments to such advisory committees need not, but may, be
directors. The Board shall appoint and discharge advisory committee members. All actions and recommendations of an advisory committee shall require ratification by the Board before being given effect.

Section 4.21 Fees and Compensation:

The Association shall not pay any compensation to directors for services rendered to the Association as directors, except that directors may be reimbursed for expenses incurred in the performance of their duties to the Association, in reasonable amounts as approved by the Board.

Article V: Officers

Section 5.01 Officers:

The officers of the Association shall be a President, First Vice-President, Second Vice President (collectively “the Vice Presidents”), a Secretary, and a Treasurer. The Association may also have, at the discretion of the Board, a Chair. The Board shall have the power to designate additional officers of the Association, who need not be
directors, with such duties, powers, titles, and privileges as the Board may fix. No two or more offices may be held by the same person.

Section 5.02 Election:

The officers of the Association shall be elected annually by a majority vote of the Board. Officers shall serve at the pleasure of the Board and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors are elected and qualified.

Section 5.03 Removal and Resignation:

(a) Any officer may be removed with or without cause by the Board at any time or by any officer upon whom such power of removal may be conferred by the Board.

(b) Any officer may resign at any time by giving written notice to the Board without prejudice to the rights, if any, of the Association under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.

 Section 5.04 Vacancies:

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by a majority vote of the Board of Directors. This position shall be held until the next regularly scheduled election, at which time a qualified candidate will be elected to fill the balance of the vacated term.

Section 5.05 President:

Subject to such powers as may be given by the Board to the Chair, if any, the President is the general manager and chief executive officer of the Association and, subject to the control of the Board, shall have general supervision, direction, and control of the business and officers of the Association. In the absence of the Chair, or
if there is none, the President shall preside at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board.

Section 5.06 Vice-Presidents:

In the absence or disability of the President, the Vice- Presidents, if any, are appointed in order of their rank as fixed by the Board or, if not ranked, a Vice- President designated by the Board, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the
President. Vice- Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board.

Section 5.07 Secretary:

(a) The Secretary shall keep or cause to be kept, at the principal office of the Association or such other place as the Board may designate, a book of minutes of all meetings of the Board and any Board Committees. The minutes shall include the time and place of meetings, whether annual, regular, or special, and if special, how authorized, the notice thereof given, the names of those present at meetings of the Board and of the Board Committees, and the proceedings thereof. The minutes shall include, but not be limited to: any motion put forward, any discussion, an accounting of all the votes (including who voted yea vs nay vs abstain). The minutes shall be posted to the Association website in a timely fashion and also made available electronically upon request to any Association Member in good standing. The Secretary shall keep, or cause to be kept, at the principal office of the Association, the original or a copy of the Association’s Articles and Bylaws, as amended.

(b) The Secretary shall give, or cause to be given, notice of all meetings of the Board and its committees of the Board required by law or by these Bylaws to be given, shall keep the seal of the Association, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 5.08 Treasurer:

(a) The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the properties and business transactions of the Association. The books of account shall be open at all reasonable times to inspection by a director.

(b) The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Association as may be ordered by the Board, shall render to the President and the directors, whenever requested, but at least annually, and account of all transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Article VI: Central Office Administrator

Section 6.01 Central Office Administrator:

The Board may, at its pleasure, appoint a person to serve as the Central Office Administrator of the Association. The Central Office Administrator shall carry out the daily operation of the Association and assist the Officers and Directors in their respective duties and responsibilities, and those other responsibilities deemed appropriate by the Board. The Central Office Administrator shall be paid such salary or compensation as the Board determines and pursuant to the contract agreed upon by the Central Office Administrator and the Board.

Article VII: Indemnification and Insurance

Section 7.01 Indemnification:

The Association shall, to the maximum extent permitted by the Law, indemnify each of its directors, officers, employees, and agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or
was a director, officer, employee or agent of the Association, and shall advance to such person expenses incurred in defending any such proceeding to the maximum extent permitted by the Law. The Board may, in its discretion, provide by resolution for indemnification of, or advance of expenses to, other agents of the
Association, and likewise may refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under the Law. Notwithstanding the forgoing provisions of this Section 7.01, the Association shall no obligation to provide indemnification to the extent the provision of indemnification would be prohibited under the Law or the Internal Revenue Code.

Section 7.02 Insurance:

The Association shall have the power to purchase and maintain insurance on behalf of any director, officer, employee, or agent of the Association against any liability asserted against or incurred by such person in such capacity or arising out of the person’s status as such, whether or not the Association would have the power to indemnify the person against such liability under the provisions of this Article VII.

Article VIII: Miscellaneous

Section 8.01 Fiscal Year:

The fiscal year of the Association shall be the calendar year unless otherwise fixed by the Board.

Section 8.02 Corporate Seal:

The corporate seal, if any, shall be in such form as may be approved from time to time by the Board.

Section 8.03 Checks, Notes, and Contracts:

The Board shall determine which persons shall be authorized from time to time on the Association’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptance notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

Section 8.04 Endorsements of Documents; Contracts: 

Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Association and any other person, when signed by both the President or any Vice-President, and the Secretary and the Treasurer, shall be valid and binding on the Association in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 8.05 Representation of Shares of Other Corporations:

The Chair, or any other officer or officers authorized by the Board or the Chair, are each authorized to vote, represent, and exercise on behalf of the Association all rights incident to any and all shares of any other corporation or corporations standing in the name of the Association. The authority herein granted may be exercised either by such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

Section 8.06 Construction and Definitions:

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Law shall govern the construction of these Bylaws.

Section 8.07 Amendment of Bylaws:

These Bylaws may be amended, repealed or altered in whole or in part by majority vote of the Directors then in office. Any such amendment shall be approved through a ballot vote of two-thirds (2/3) of the Members actually voting or casting a ballot on the amendment in accordance with section 14-3- 1021 of the Georgia Nonprofit
Corporation Code. This approval shall not be subject to the quorum requirement in Section 2.09 or the Membership voting requirements contained in Section 2.11 hereof Any proposed change to the Bylaws shall be published in a General Membership Publication, posted on the Association web site , and mailed or electronically mailed to each Member at his or her address or electronic address, as it appears on the records of the Association, at least twenty (20) calendar days before the time of the meeting at which such change is to be considered, or at least thirty (30) calendar days before the applicable deadline for ballot voting.

Section 8.08 Dissolution:

By two-thirds (2/3) vote of all the Members of the Association, the Association may be dissolved. Upon dissolution, the Board shall make provisions for any outstanding liabilities of the Association, and shall dispose  of the assets of the Association in a manner germane with the organizational purpose of the Association, and in compliance with section 501(c)(3) of the Internal Revenue Code. In no event shall the assets of the Association be distributed to or inured to the benefit of any individual Member or Director.

Section 8.09 Maintenance of Certain Records:

The accounting books, records, and minutes of proceedings of the Board and of the Executive Committee, if any, of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal business office of the Association. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed from, or in any other form capable of being converted into written, typed, or printed form.

Section 8.10 Annual Report:

No later than one hundred twenty (120) days after the close of the Association’s fiscal year, the Association shall make available to each director an annual report, which shall be accompanied by any report of independent accountants or, if there is no such accountant’s report, the certificate of an authorized officer of the Association that such statements were prepared without audit from the books and records of the Association.

Section 8.11 Annual Statement of Certain Transactions and Indemnifications:

The Association shall make available to its directors an annual statement affixed to the annual report described in Section 8.10 of these Bylaws which briefly describes

(a) any transaction(s) during the previous fiscal year involving both (i) the Association and either a director or officer of the Association (or its parent or subsidiary) or any holder of more than ten percent (10%) of the voting power of the Association (or its parent or its subsidiary) and (ii) more than $50,000; or

(b) any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Association.

Section 8.12 Conflicts of Interest:

(a) No Officer or Director shall use or attempt to use his or her official position in the Association to secure privileges, advantages, employment or anything of value, or to procure any financial gain, directly or indirectly, for himself or herself, any Related Person, or any business organization with which such Officer or Director is associated.

(b) No Officer of Director shall act in his or her official capacity for the Association, and shall instead recuse himself or herself, in any matter in which he or she, any Related Person, or any business organization with which such Officer or Director is associated has a material financial interest, if such interest would reasonably be
expected to impair his or her objectivity or independence of judgment.

(c) No Officer or Director shall solicit or accept or knowingly allow any Related Person or any business organization with which he or she is associated to solicit or accept any gift, favor, loan, service, promise of future employment, or any other thing of value based upon an understanding that such gift, favor, loan, contribution, service, promise, or other thing of value was given or offered for the purpose of influencing such Officer or Director in the discharge of his or her official duties for the Association.

(d) No Officer or Director shall use, or knowingly allow to be used, his or her official position or any information not generally available to the members of the public which he or she receives or acquires in the course of and by reason of his or her official position in the Association for the purpose of securing financial gain for himself or herself, any Related Person, or any business organization with which he or she is associated.

(e) In the discharge of his or her duties for the Association, each Director or Officer shall at all times conduct him or herself in accordance with the requirements set forth herein and in a manner that complies with section 14-3-860, et. seq, of the Georgia Nonprofit Corporation Code, as amended from time to time.

(f) For purposes of this Section 8.12, the term “Related Person” shall have the meaning set forth in section 14-3-860(3) of the Georgia Nonprofit Corporation Code.