Bylaws of Global Gaming Women Charitable Education Fund

(Amended and Restated and effective as of January 1, 2016)


ARTICLE I

Offices

Section 1.  Principal Office. The principal business office of Global Gaming Women Charitable Education Fund (hereinafter called the "Fund") shall be located in 6841 S. Eastern Ave., Las Vegas, NV 89119 (“Location”).

Section 2.  Other Offices. The Fund may also have offices and facilities located at such other places, both within and without the Location, as the Board of Directors may from time to time determine or the activities of the Fund may require.


ARTICLE II

Members

Section 1. Members. The Fund shall have no members.


ARTICLE III

Board of Directors

Section 1.  Powers.  The business and affairs of the Fund shall be managed by or under the direction and subject to the oversight of the Board of Directors, which may exercise all such powers of the Fund and do all such lawful acts and things as are not prohibited by statute or by the Articles of Incorporation or these Bylaws.

Section 2.  Number, Election and Term. The number of Directors which shall constitute the entire Board of Directors shall be up to twenty one (21), or such other number as may be determined from time to time by amendment of these Bylaws; but in no event shall the number of Directors that shall constitute the entire Board of Directors be less than three (3).  No decrease in the number of directors shall have the effect of shortening the term of any incumbent Director other than the Initial Board of directors, first elected after January 1, 2016.  The Initial Directors and their terms will be set out in Exhibit A (“Initial Term”).  After the Initial Terms set out in Exhibit A, the Directors shall be elected (each for a two-year term) by the affirmative vote of a majority of the then members of the Board of Directors at the annual meeting of the Board of Directors, except as provided in Section 3 hereof, and each Director elected shall hold office for two (2) years or until his/her earlier resignation, removal or death.  Directors may be re-elected to a maximum of two (2) successive terms in addition to any service for an Initial Term on the terms set out herein.  An individual who is otherwise qualified who has reached the end of terms set out under these bylaws, may be elected again as set out here under, to a term on the Board of Directors, after such individual has not been a Board of Directors member for a period of two (2) years from the termination of their last membership on the Board. Directors need not be residents of the Location.

Section 3.  Vacancies.  Any vacancy occurring on the Board of Directors (including a vacancy resulting from an increase in the authorized number of Directors) shall be filled by the affirmative vote of a majority of the then members of the Board of Directors, although less than a quorum, or by a sole remaining Director.  Any director elected or appointed under this Section 3 shall hold office for the unexpired term of his/her predecessor on the Board of Directors or until his/her successor is elected, qualified and takes office, or his/her earlier resignation or removal; provided, further, that, if a Director is elected or appointed under this Section 3 to a vacancy created by resulting from an increase in the authorized number of Directors, such additional Director shall hold office for a term not to exceed two-years in length that expires at second annual meeting of the Board of Directors following such Director’s election or appointment to the Board of Directors.

Section 4.  Annual Meeting.  A regular annual meeting of the Board of Directors shall be held with notice on or before the first Sunday in August in each year at the Location, or on such other date or at such other time or place as shall be determined by the Board of Directors and designated in the notice of the meeting.

Section 5.  Regular Meetings.  The Board of Directors may provide by resolution the date, time and place for the holding of quarterly regular meetings, other than the annual meeting of the Board of Directors, without other notice than such resolution

Section 6.  Special Meetings.  Special meetings of the Board of Directors may be called by the President upon two days’ notice to each Director, except as provided in Article III, Section 10 hereof with respect to telephone meetings, and a special meeting shall be called by the Secretary on like notice upon the written request of two-fifths of the number of Directors then in office.  Such meeting shall be held on such date and at such time and place as shall be designated in the notice of the meeting by the person or persons calling the meeting.

Section 7.  Notice; Waiver of Notice.  Whenever any notice of a meeting of the Board of Directors is required to be given under provisions of the Articles of Incorporation or these Bylaws, (a) such notice shall be given either personally, by telephone, by mail, by email (or other means of electronic communication), by recognized national or international courier service, addressed to the Director at his or her address or telephone number as it appears on the records of the Fund and, unless otherwise provided in these Bylaws, at least ten (10) days before the date designated for such meeting, or (b) a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice.  Notice shall be deemed given at the time when the same is personally delivered, deposited in the United States mail, with postage thereon prepaid, or sent on a prepaid basis by recognized national or international courier service, or sent by e-mail (or other means of electronic communication).  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.  A Director’s attendance at or participation in any meeting also shall waive any required notice to the Director of the meeting, unless the Director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transaction at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 8.  Quorum and Vote at Meetings.  At any meeting of the Board of Directors, a majority of the Directors then in office before the meeting begins shall be necessary and sufficient to constitute a quorum for the transaction of all business.  A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, the Articles of Incorporation, or these Bylaws.  If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present.  At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 9.  Action Without Meeting.  Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if one or more consents in writing, setting forth such action, is signed or sent by e-mail and delivered to the Fund by all of the Directors, and such written consent is filed with the minutes of proceedings of the Board.  Such consent shall have the same force and effect as a unanimous vote.

Section 10.  Telephone Meetings. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during such meeting.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 11.  Resignation and Removal of Directors.  Any Director may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.  Directors may be removed with cause, at any meeting of the Board of Directors duly called and at which a quorum is present, by a majority of the votes cast at such meeting.  Failure of any Director to personally attend, in person or by telephone, three consecutive meetings of the Board of Directors shall constitute "cause" for purposes of this Section 11.

Section 12.  Compensation and Reimbursement.  Directors and members of any committee of the Board of Directors shall not be entitled to compensation for their services as Directors or committee members.   Directors and members of any committee of the Board of Directors shall be entitled, to the extent authorized by the Board of Directors, to reimbursement for any reasonable expenses incurred in attending meetings of the Board or any committee of the Board, as the case may be.

Section 13.     Standard of Conduct for Directors.  Directors when discharging the duties of a Director shall act in good faith, in a manner reasonably believed to be in the best interests of the Fund.  Directors, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. In discharging Board or committee duties, Directors shall disclose information to the Board or a committee that is material to the discharge of the Directors’ decision-making or oversight functions; provided, however, that disclosure is not required to the extent that the Director reasonably believes that disclosing would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule. Unless a Director has knowledge that makes reliance unwarranted, a Director when discharging the duties of a Director may rely on information, opinions, reports, or statements prepared or presented by officers, employees or volunteers of the Fund whom the Director reasonably believes to be reliable and competent in the functions performed or the information or opinions provided, legal counsel, public accountants or other persons retained by the Fund as to matters that the Director reasonably believes to be within the person’s professional or expert competence or as to which the person merits confidence, or a committee of the Board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence.


ARTICLE IV

Committees of Directors

Section 1.  Committees.  The Board of Directors may, by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, appoint from among its members one or more other committees composed of at least two (2) or more directors, for such purposes and with such powers as the Board of Directors may determine; provided, however that no committee shall have the power to amend the Articles of Incorporation or these Bylaws of the Fund, or to fill vacancies on the Board of Directors, to remove any members of the Board of Directors, or to authorize distributions.  Committees shall have the authority with the approval of the Board of Directors to establish sub-committee as may be necessary to accomplish Committee Charter goals.  Any Sub Committees shall require prior committee approval or Board of Director approval for material actions.

Section 2.  Tenure.  Subject to the provisions of Article IV, Section 7 hereof, each member of any committee shall hold office until the next regular annual meeting of the Board of Directors following his/her appointment and until his/her successor is designated by the Board of Directors.

Section 3.  Meetings and Notices.  Regular meetings of committees of the Board of Directors may be held without notice at such times and places as such committees may determine from time to time by resolution.  Special meetings of committees may be called by any member thereof upon not less than one day's notice stating the place, date, and hour of the meeting, which notice may be written or by telephone or telegram.  The notice of a meeting of a committee need not state the business proposed to be transacted at the meeting.  Any member of a committee may waive notice of any meeting thereof, either before or after the meeting, by signing a waiver of notice which shall be filed with the records of such meeting, or by attendance at such meeting.

Section 4.  Quorum.  A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof.  The vote of a majority of the members of a committee present at a meeting at which a quorum is present shall constitute action of the committee.

Section 5.  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed or sent by e-mail and delivered to the Fund by all of the members of the committee and filed with the minutes of proceedings of the committee.

Section 6.  Telephone Meetings.  Members of committees may participate in a meeting by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can simultaneously hear each other during the meeting.  Such participation shall constitute presence in person at the meeting.

Section 7.  Vacancies.  Any vacancy occurring on any committee shall be filled in a manner that parallels the vacancy procedures described in Article III, Section 3 hereof.

Section 8.  Removal and Resignations.  Any member of any committee may be removed by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Any member of a committee may resign from the committee at any time by giving written notice to the Board of Directors or the President or Secretary of the Fund.  Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 9.  Procedure.  All committees established by the Board of Directors shall keep regular minutes of their proceedings and the Chairperson or his/her designee from the committee shall report any actions taken to the Board of Directors at the next meeting thereof held after the committee meeting.  The minutes of committee meetings shall be distributed to all members of the Board of Directors.


ARTICLE V

Officers

Section 1.  Positions.  The officers of the Fund shall be a Chairperson of the Board of Directors, a President, a Secretary, and a Treasurer, and such other officers as the Board of Directors may appoint, including one or more Vice Chairpersons, Vice Presidents, Assistant Secretaries and Assistant Treasurers, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board.  Any number of offices may be held by the same person, unless the Articles of Incorporation or these Bylaws otherwise provide; provided, however, that in no event shall the President and the Treasurer be the same person.  The Chairperson must be selected from among the directors on the Board of Directors.

Section 2.  Election and Term of Office.  Each officer of the Fund shall be elected by the Board of Directors at its annual meeting and shall serve for a term of two years or until his/her death, resignation, or removal.  Election or appointment of an officer shall not itself create any contractual rights.

Section 3.  Resignation and Removal.  Whenever in the judgment of the Board of Directors the best interest of the Fund will be served thereby, any officer may be removed from office by the affirmative vote of a majority of the Board of Directors.  Such removal shall not prejudice the contractual rights, if any, of the person so removed.  Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President or the Secretary. Should a vacancy occur prior to election, the Board of Directors may appoint a successor to fill the unexpired term of said officer.

Section 4.  Chairperson.  The Chairperson of the Board of Directors shall preside at all meetings of the Board of Directors and shall perform such other duties and have such other powers as may be vested in the Chairperson by the Board of Directors.  In the absence of the Chairperson, the Vice-Chairperson of the Board of Directors, if any, shall preside at meetings.

Section 5.  Vice-Chairperson.  In the absence of the Chairperson or in the event of the Chairperson's refusal or inability to act, the Vice-Chairperson of the Board shall preside at meetings of the Board of Directors and shall perform such other duties and shall have such other powers as may be vested in the Vice-Chairperson by the Board of Directors.

Section 6.  President. The President shall be the chief executive officer of the Fund, shall have responsibility for general and active management of the business of the Fund and shall insure that all orders and resolutions of the Board of Directors are carried into effect.

Section 7.  Vice President.  In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election), if any, shall perform 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.  The Vice President(s) shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 8.  Secretary.  The Secretary shall attend all meetings of the Board of Directors, shall maintain and authenticate the records of the Fund that are required to be maintained by applicable laws, and shall record all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees, when required.  The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Fund, and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or by the signature of such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Fund and to attest the affixing by such officer's signature.  The Secretary or an Assistant Secretary may also attest all instruments signed by the Chairperson of the Board, the President, or any Vice President.

Section 9.  Assistant Secretary.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 10.  Treasurer.  The Treasurer shall have responsibility for the financial affairs of the Fund, shall have the custody of the corporate funds and securities, and shall ensure that the Fund keeps full and accurate accounts of receipts and disbursements in books belonging to the Fund, and shall deposit all monies and other valuable effects in the name and to the credit of the Fund in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Fund as ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President, and to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Fund.  If required by the Board of Directors, the Treasurer shall give the Fund a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer's office and for the restoration to the Fund, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind, in the Treasurer's possession or under the Treasurer's control and belonging to the Fund.

Section 11.  Assistant Treasurer.  The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.  Compensation.  No officer of the Fund is authorized to receive compensation for services rendered, except when specifically authorized by the Board of Directors, in its sole discretion.

Section 13.   Standard of Conduct for Officers.   Each officer of the Fund shall discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the Fund.  Each officer shall inform his or her superior officer to whom the officer reports or the Board of Directors or a committee thereof of any information about the affairs of the Fund known to the officer and within the scope of the officer’s functions, and known to the officer to be material to the superior officer, Board or committee thereof.  Each officer shall inform his or her superior officer, or another appropriate person within the Fund, or the Board or a committee thereof, of any actual or probable material violation of law involving the Fund, and any material breach of duty to the Fund by an officer, employee, or agent of the Fund that the officer believes has occurred or is likely to occur.  When discharging his or her duties an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements prepared or presented by officers or employees of the Fund whom the officer reasonably believes to be reliable and competent in the functions performed or the information or opinions provided, or legal counsel, public accountants or other persons retained by the Fund as to matters that the officer reasonably believes to be within the person’s professional or expert competence or as to which the person merits confidence.


ARTICLE VI

Indemnification and Liability Limitation

Section 1. Definitions.  For purposes of this Article VI:  

“Disinterested Director” shall mean (a) a director who is not a party to the proceeding in question or (b) an individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.

“Indemnifiable Person” shall mean an individual who is or was a director or an officer of the Fund or who, while a director or officer of the Fund, is or was serving at the Fund’s request as a director, officer, partner, trustee, employee, or agent of any another fund, limited liability company, partnership, joint venture, trust, employee benefit plan, or other entity.  

“Independent Director” or “Independent Person” shall mean either a director or person who does not have a Material Interest in the outcome of the proceeding or a Material Relationship with a person that has such an interest, except that none of the following by itself causes a director to be considered not independent (i) the nomination, election, or appointment of the director by persons that are defendants in the derivative proceeding or against whom action is demanded; (ii) the naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or (iii) the approval by the director of the act being challenged in the derivative proceeding if the act resulted in no personal benefit to the director.

“Material Interest” shall mean an actual or potential benefit or detriment, other than one that would devolve on the Fund generally, that would reasonably be expected to impair the objectivity of an individual’s judgment when participating in the action to be taken.

“Material Relationship” shall mean a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of an individual’s judgment when participating in the action to be taken.

Section 2. Non-Derivative Action.  The Fund shall indemnify each Indemnifiable Person who is a party to any threatened, pending or completed action, suit, investigation or proceeding, whether civil, administrative, or criminal, other than an action by or in the right of the Fund, by reason of the fact that he or she is or was an Indemnifiable Person, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if:

(a)            he or she acted in good faith;

(b)       he or she reasonably believed that (i) in the case of conduct in an official capacity, that the conduct was in the best interests of the Fund and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the Fund; and

(c)        in the case of any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. 

Notwithstanding the foregoing, unless otherwise ordered by a court or required by law, the Fund shall not indemnify an Indemnifiable Person in any action, suit, investigation or proceeding with respect to conduct for which the Indemnifiable Person was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, be determinative that the director did not meet the relevant standard of conduct described in this section.

Section 3.  Derivative Action.  Unless ordered by a court to provide indemnification for more than reasonable expenses, the Fund shall indemnify any Indemnifiable Person who is a party to any threatened, pending or completed civil action or suit, brought by or on behalf of the Fund to procure a judgment in its favor, by reason of the fact that he or she is or was an Indemnifiable Person, from and against reasonable expenses only (including attorneys' fees) actually and reasonably incurred by any such Indemnifiable Person in connection with the defense or settlement of such action or suit, if he or she met the relevant standard of conduct set forth in Section 2 of this Article. 

Section 4.  Dismissal of Derivative Action.  A court shall dismiss a derivative action on motion by the Fund if either of the following groups has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative action is not in the best interests of the Fund:

(a)        By a majority vote, Independent Directors present at a meeting of the Board of Directors if the Independent Directors constitute a quorum;

(b)       By a majority vote, a committee consisting of two (2) or more Independent Directors appointed by a majority vote of Independent Directors present at a meeting of the Board of Directors, whether or not such Independent Directors constituted a quorum; or

(c)        A panel of one or more Independent Persons appointed by a court upon motion by the Fund to make a determination whether the maintenance of the derivative action is in the best interests of the Fund.

Section 5.  Determination and Authorization by the Board of Directors

(a)       Indemnification shall be allowable under Sections 2 and 3 of this Article only after the Board of Directors makes a determination that the Indemnifiable Person has met the standard of conduct set forth in Sections 2 and 3 of this Article, as the case may be.  Such determination shall be made not later than ten (10) days after the Chairman (or, in the case of a request from the Chairman, any two members of the Board of Directors) has received a formal request for indemnification.  In making such determination, the Board shall act either:

(1)       if there are two or more Disinterested Directors, by a majority vote of all the Disinterested Directors, a majority of whom will constitute a quorum for that purpose, or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote; or

(2)       through special legal counsel (i) selected in accordance with subsection (1) above or (ii) if there are fewer than two Disinterested Directors, selected by the Board of Directors, in which selection directors who do not qualify as Disinterested Directors may participate. 

If the foregoing determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent legal counsel.

(b)       If the Board of Directors makes a favorable determination under procedures set forth in either (a)(1) or (a)(2) above, the Board of Directors shall authorize indemnification by the same process set forth in (a)(1) above or, if there are fewer than two (2) Disinterested Directors or if the determination is made by legal counsel, by the Board of Directors including directors who do not qualify as Disinterested Directors.

Section 6.  Payments in Advance of Disposition.  The Fund shall also, on terms and conditions approved and deemed appropriate by the Board of Directors, pay reasonable expenses (including attorneys’ fees) incurred by an Indemnifiable Person in defending a civil, criminal, administrative or investigative action, suit or proceeding in advance of its final disposition, upon the Fund’s receipt of (1) a written affirmation by such Indemnifiable Person of his or her good faith belief that he or she met the standard of conduct set forth in Sections 2 and 3 of this Article, and (2) a written undertaking by or on behalf of such Indemnifiable Person to repay any funds advanced by the Fund if it is ultimately determined that he or she is not entitled to indemnification under this Article.

Section 7.  Applicability. This indemnification provision shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses, whenever arising, allowable as described above. The right of indemnification, and the right to advancement of expenses, herein provided for shall be in addition to any and all rights to which any Indemnified Person otherwise might be entitled, and the provisions hereof shall neither impair nor adversely affect such rights.

Section 8.  Limitation of Liability for Volunteers and Employees.  Provided the Fund maintains liability insurance with a limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence, officers, directors and other persons who perform services for the Fund and who do not receive  compensation other than reimbursement of expenses for those services ("volunteers") shall be immune from civil liability; except that the foregoing insurance requirements shall not  be required if the Fund is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the Fund has annual total functional expenses (exclusive of grants and allocations) of less than $100,000.  Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the Fund in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed.  Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee's willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the Fund pursuant to applicable law or the corporate charter.  This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity.  The Fund is liable only to the extent of the applicable limits of insurance coverage it maintains.


ARTICLE VII

Honorary Board of Advisors

The Fund may, by resolution adopted by a majority of the members of the Board of Directors in office, name an Honorary Board of Advisors consisting of no more than one-hundred (100) individuals selected by the Board of Directors.  Each member of the Honorary Board of Advisors shall be named for a two-year term which may be renewed for additional terms.  The Honorary Board of Advisors may assist the Board of Directors in their activities and programs, including by raising funds, accepting assignments from the Board of Directors and managing programs on instructions from the Board of Directors.


ARTICLE VIII

Grants Administration

Section 1.  Purpose of the Grants.  The Fund shall have the power to make grants and contributions and to render other financial assistance for the purposes expressed in the Fund’s Articles of Incorporation, as amended.

Section 2.  Exclusive Power in the Board of Directors.  The Board of Directors shall have exclusive control over grants, contributions, and other financial assistance given by the Fund.  The Board of Directors shall review all requests for funds and shall require that such requests specify the use to which the funds will be put.  If the Board of Directors approves a request for funds, the Board shall authorize payment of such funds to the approved grantee.

Section 3.  Refusal; Withdrawal.  The Board of Directors, in its sole and absolute discretion, shall have the right to refuse to make any grants or contributions, or to render other financial assistance, for any or all of the purposes for which the funds are requested.  In addition, the Board of Directors, in its sole and absolute discretion, shall have the right to withdraw its approval of any grant at any time and use the funds for other charitable or educational purposes.

Section 4.  Grants to Other Organizations.  The Board of Directors may make grants to any organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.  Such an organization may be either a domestic or a foreign organization.  If the Board of Directors approves a grant to another organization for a specific project or purpose, the Fund may solicit funds for the grant.  However, contributions received by the Fund from such solicitations are regarded as for the use of the Fund and not for the grantee organization.

Section 5. Restrictions on Contributions. The Fund retains complete control and discretion over the use of all contributions it receives. Contributions received by the Fund from the solicitations for specific grants shall be regarded as for the use of the Fund and not for the organizations for which the funds were solicited.


ARTICLE IX

General Provisions

Section 1.  Execution of Instruments.  All checks or demands for money and notes of the Fund shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 2.  Seal.  The Fund may have a seal of such design as the Board of Directors may adopt.  If so adopted, the custody of the seal shall be with the Secretary and he/she shall have authority to affix the seal to all instruments where its use is required.

Section 3.  Fiscal Year.  The fiscal year of the Fund shall begin on January 1 and end on December 31 of each year, with the initial fiscal year to commence on the date of incorporation.

Section 4.  Non-Membership Fund.  The Fund is a non-membership fund. Accordingly, the Board of Directors shall exercise the rights and powers of members as provided in applicable law.

Section 5.  Director, Officer and Employee Representations.  No Honorary Trustee, committee member, or employee of the Fund is authorized to speak or take action on behalf of the Fund without the prior specific authorization of an officer of the Fund.  In addition, no such person(s) or entities are authorized to use the name or logo of the Fund in conducting any non-Fund business in any manner that suggests or reasonably may be interpreted to imply the approval by the Fund without the prior specific authorization of an officer of the Fund.

Section 6.  Loans.  The Fund shall not lend money to or guarantee the obligations of a Director or officer, provided, however, that to the extent consistent with applicable law, the Fund may provide (a) advances to pay reimbursable expenses reasonably expected to be incurred by a Director or officer, (b) advances to pay premiums on life insurance if each advance is secured by the cash value of the policy, (c) advances for indemnification, (iv) loans or advances pursuant to employee benefit plans, (d) loans secured by the principal residence of an officer, and (e) loans to pay relocation expenses of an officer.

Section 7.  Books and Records.  The Fund shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of the Board of Directors, any executive or other committee when exercising any of the powers of the Board of Directors, and any meetings of other designated bodies of the Fund.  The books and records of the Fund may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection.  Minutes shall be recorded in written form but may be maintained in the form of a reproduction.  The following items shall be kept at the principal office of the Fund: (a) the original or a certified copy of the Articles of Incorporation, Bylaws, and committee charters, (b) a list of the names and business addresses of all current Directors and officers and (c) the most recent biennial report delivered to the Mayor of the Location. All books and records of the Fund may be inspected for any proper purpose at any reasonable time.


ARTICLE X

Conflict of Interest Transactions

Section 1. Conflict of Interest Transactions.  In addition to any other policies of the Fund as to conflict of interest transactions, the Fund shall, at a minimum, adhere to the following procedures with respect to conflict of interest transactions.

(a)  A contract or transaction between the Fund and one or more of its Directors, members of a designated body, or officers or between the Fund and any other entity in which one or more of its Directors, members of a designated body, or officers are Directors or officers, hold a similar position, or have a financial interest, shall not be void or voidable solely for that reason, or solely because the Director, member of a designated body, or officer is present at or participates in the meeting of the Board of Directors that authorizes the contract or transaction, or solely because his or their votes are counted for that purpose, if

(1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or

(2) The contract or transaction is fair as to the Fund as of the time it is authorized, approved, or ratified by the Board of Directors.

(b)  Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes a contract or transaction specified in subsection (a) of this section.


ARTICLE X

Contest of Validity of Corporate Actions

Section 1.  Determining the Validity of Corporate Action

(a) In the event that a Director or officer of the Fund seeks to challenge the validity of an action taken by the Fund or the Board of Directors, to the extent permitted by applicable law, the Fund may direct that such challenge be resolved as follows:

(1) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom will constitute a quorum for that purpose, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or

(2) By special legal counsel:

(A) Selected in the manner prescribed in paragraph (1); or

(B) If there are fewer than two disinterested directors, selected by the Board of Directors, in which selection Directors who do not qualify as disinterested directors may participate.

(b) For purposes of this Section 1, a “Disinterested Director” shall have the meaning provided in applicable law, or if not so defined, shall mean a Director who, at the time of a vote referred to in this Section 1, is not an individual having a familial, financial, professional, or employment relationship with the subject of the disputed corporate action, which relationship would, in the circumstances, reasonably be expected to exert an influence on the Director’s judgment when voting on the decision being made.

 


ARTICLE XI

Amendment of Bylaws

These Bylaws may be amended, repealed, altered, restated, in whole or in part, and new Bylaws may be adopted, by a majority vote of all of the members of the Board of Directors.

 

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