COASTAL & ESTUARINE RESEARCH FEDERATION CONSTITUTION AND BYLAWS

CONSTITUTION | BYLAWS

(Download Coastal and Estuarine Research Federation Constitution and Bylaws)

 

Adopted: 9 November 2007

CONSTITUTION

Article I

Name

The Name of this organization shall be the Coastal and Estuarine Research Federation ("the Federation" or "CERF").

Article II

Purposes

Section 1. The Coastal and Estuarine Research Federation is a nonprofit organization, established to advance through education and research activities, the understanding and wise stewardship of estuarine and coastal ecosystems worldwide.

The mission of the Federation is to: promote research in estuarine and coastal ecosystems; support the education of scientists, decision-makers and the public; and facilitate communication among these groups.

Section 2. The Federation is organized exclusively for educational and scientific purposes.

Section 3. Notwithstanding any other provision of the Constitution and Bylaws, the Federation shall not carry on any other activities not permitted to be carried on: (i) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (the "Code"); or (ii) by a corporation contributions to which are deductible under Code Section 170 (c)(2).

Section 4. No substantial part of the activities of the Federation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Federation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Article III

Affiliate Societies

The Federation may recognize regional research societies or disciplinary societies that support the interests and declared objectives of the Federation as Affiliate Societies of the Federation. Societies desiring to affiliate may do so with the approval of the Federation's Governing Board.

Article IV

Membership

The Federation shall have members. Membership in the Federation is open to individuals wishing to participate in promoting the purposes of the Federation. Members join the organization upon application for membership and payment of dues.

Article V

Dues

The Federation's membership dues shall be set by the Governing Board as specified in the Bylaws.

Article VI

Governing Board

The affairs of the Federation are managed by a Governing Board. It is the Governing Board's duty to carry out the affairs and purposes of the Federation, and to this end the Governing Board may exercise all powers of the Federation, subject to the restrictions and obligations set forth by law and in the Federation's Articles of Incorporation, this Constitution and the Bylaws.

The Governing Board shall consist of the Federation officers, the president of each Affiliate Society and the four Board members elected at-large by the Federation membership. The Governing Board may change the number of Board members elected at-large as necessary to accommodate any change in the membership or in the number of Affiliate societies of the Federation.

The Board may appoint such additional ex officio, non-voting members of the Board as the Board shall deem necessary to accomplish the purposes of the Federation.

The Federation's President shall be the Chair of the Governing Board.

All Governing Board members must be voting members in good standing of the Federation.

Article VII

Federation Activities

In support of its mission, the Federation produces scientific publications; convenes conferences and meetings to bring together the membership and other interested individuals to present scientific findings; participates in other activities that further the education of estuarine and coastal scientists and managers at all levels; enhances communications among scientists, resource managers, decision-makers and the public; and works on related activities that carry out the business of the Federation.

Article VIII

Amendments

Constitutional amendments shall be circulated to all members. Adoption of said amendments shall be by the affirmative vote of at least a majority of the voting membership participating in the vote, provided a quorum is reached.

A majority of the membership eligible to vote shall constitute a quorum for such purposes.

Changes in the Bylaws shall be made by majority vote of the governing Board.

Article IX

Duration and Dissolution

The duration of the Federation shall be perpetual. Upon the dissolution of the Federation, and after paying or making provision for the payment of all of the liabilities of the Federation, all assets of the Federation shall be distributed for one or more of the Federation's exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose, in such manner as the Governing Board shall determine.

BYLAWS

Article I

Governing Board

Section 1. Composition, election, term, and qualifications. The Governing Board shall consist of the Federation officers, the president of each Affiliate Society and the four Board members elected at-large by the Federation membership.

The Governing Board may change the number of Board members elected at-large as necessary to accommodate any change in the membership or in the number of Affiliate societies of the Federation.

The Board may appoint such additional ex officio, non-voting members of the Board as the Board shall deem necessary to accomplish the purposes of the Federation.

The Members at Large of the Governing Board shall be elected by the membership and shall each hold office for a four (4)-year term that expires in odd-numbered years. One Member at Large shall reside outside the United States, and shall be designated the International Member at Large. The terms of the Members at Large are staggered, so that two expire at the end of each two-year administration cycle.

All Governing Board members must be voting members in good standing of the Federation. Board members shall be at least twenty-one (21) years of age.

Section 2. Regular Meetings. The Governing Board may provide by resolution the time and place, either within or without the state of South Carolina, for the holding of regular meetings of the Governing Board without notice required other than these Bylaws and such resolution. If the date, time, and place of a Board members' meeting is fixed by the Bylaws or the Governing Board, the meeting is a regular meeting. All other meetings are special meetings.

Section 3. Special Meetings. Special meetings of the Governing Board may be called by or at the request of the President or at least twenty percent of the Board members then in office. The person or persons authorized to call special meetings of the Governing Board may fix any place, either within or without the state of South Carolina, as the place for holding any special meeting of the Governing Board called by them.

Section 4. Notice. Notice of any special meeting of the Governing Board shall be received by each Board member by telephone, telegraph, teletype, facsimile transmission (fax), or other form of wire or wireless communication; or by mail or private carrier, not less than two (2) days before the time set for such a meeting, and must include the date, time, and place, but not the purpose, of the meeting. Any Board member may waive notice of any meeting before, at or after such meeting.

Section 5. Quorum. Except as otherwise provided for in the Act, a majority of the members of the Governing Board in office shall constitute a quorum for the transaction of business at any meeting of the Governing Board.

Section 6. Manner of Acting. The act of a majority of the voting Board members present at a meeting at which a quorum is present shall be the act of the Governing Board, except as otherwise provided by law, by the Federation’s Articles of Incorporation, or by the Constitution and/or Bylaws. Each voting Board member shall have one (1) vote on all matters submitted to a vote of the Governing Board. No voting by proxy shall be permitted.

Section 7. Teleconferencing. To the extent permitted by the Act, any person participating in a meeting of the Governing Board may participate by any means of communication by which all Board members participating may hear each other simultaneously during the meeting. A Board member participating in a meeting by this means is deemed to be present in person at the meeting.

Section 8. Action by Unanimous Written Consent. Any action required to be taken at a meeting of the Governing Board or any action which may be taken at a meeting of the Governing Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Board members entitled to vote with respect to the subject matter thereof.

Section 9. Minutes and Parliamentary Procedure. Full minutes of each meeting of the Governing Board shall be recorded by the Secretary, containing results of the deliberations of the Governing Board. The minutes shall be submitted to the Governing Board for approval at the subsequent meeting of the Governing Board. All meetings of the Governing Board shall be conducted in accordance with the latest edition of Robert's Rules of Order, to the extent that such parliamentary procedures are not inconsistent with the Constitution and Bylaws of the Federation, the Federation’s Articles of Incorporation, the Act, or rules adopted by the Governing Board for its own governance.

Section 10. Removal or Resignation of Board members. The membership may remove one or more Board members elected by the members, without cause. A Board member elected by the membership may be removed by the membership only at a special meeting of the membership called for the purpose of removing the Board member, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Board member. A Board member elected by the Board to fill the vacancy of a Board member elected by the membership may be removed without cause by the membership, but not the Board. A designated Board member may be removed by an amendment to the Articles of Incorporation or Constitution deleting or changing the designation. Any Board member may resign at any time by giving written notice to the President, Secretary, or to the Governing Board. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is tendered.

Section 11. Vacancies. Any vacancy occurring in the Governing Board may be filled at any time by the Governing Board. A Board member appointed by the Governing Board to fill a vacancy shall serve for the unexpired term of his or her predecessor in office. Vacancies may be filled by the affirmative vote of a majority of the Governing Board present at a meeting at which a quorum is present. If the holder of a particular office is designated as a Board member by virtue of their office, and that person dies or resigns from office, his or her successor to that office shall automatically become a Board member.

Article II

Officers

Section 1. Definition of Officers. The officers of the Federation shall consist of a President, President-Elect, Past President, Secretary, Treasurer, and Executive Director (the "Officers"). The Executive Director shall serve as an ex-officio, non-voting member of the Governing Board. The Governing Board may appoint such other Officers as it shall deem necessary and proper, such Officers to be vested with such authority and to be obligated to perform such duties as shall be prescribed by the Governing Board. All Officers shall be members of the Governing Board by virtue of their office, unless otherwise determined by the Governing Board. No person may simultaneously hold more than one office.

Section 2. Election or Appointment, Term and Qualifications. The President Elect and Secretary shall be elected by the membership in elections held for this purpose in odd-numbered years. Each elected Officer shall hold office for a two (2)-year term which shall expire in odd numbered years; provided, however, Officers shall serve until their successors have been duly elected and have qualified. No elected officer shall hold successive terms in the same office.

At the business meeting held in odd-numbered years, the President becomes Past President, and the President Elect becomes President. The former Past President steps down from Board service at that time.

The Treasurer shall be appointed by the Governing Board with concurrence of the President and shall serve a four-year term of office. The Treasurer may be reappointed to a second four-year term.

The Executive Director shall be appointed by the Governing Board.

Officers shall be at least twenty-one (21) years of age.

Section 3. Removal or Resignation of Officers. Any Officer may be removed from office at any time by the affirmative vote of a majority of the Governing Board present at a meeting at which a quorum is present, whenever in their judgment the best interests of the Federation would be served thereby. Any Officer may resign at any time by giving written notice to the President, Secretary, or to the Governing Board. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is tendered.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by appointment at any time by the Governing Board for the unexpired portion of the term. Vacancies may be filled or new offices created and filled at any meeting of the Governing Board. Such action shall be effected by the affirmative vote of a majority of the Governing Board present at a meeting at which a quorum is present.

Section 5. President. The President shall be the principal elected officer of the Federation and shall in general supervise and have charge of all of the affairs of the Federation, pursuant to the direction and oversight of the Governing Board. The President shall preside at all meetings of the Governing Board and shall serve as the Chair of the Governing Board. The President shall supervise and provide direction to the Executive Director of the Federation on a regular basis. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Governing Board from time to time. The President shall accede to the role of Past President upon expiration of his or her term.

Section 6. President-Elect. The President Elect shall assume the duties of the President in the President’s absence and assume other duties as assigned by the President. The President-Elect shall accede to the position of President at the expiration of the President Elect’s two-year term.

Section 7. Past President. The Past President shall assist the President as needed, and provide continuity to the Governing Board.

Section 8. Secretary. The Secretary shall record the minutes of all meetings of the Governing Board and membership meetings; maintain such minutes in one (1) or more books provided for such purpose; see that all notices are duly given in accordance with the provisions of the Constitution and Bylaws of the Federation or as required by law; authenticate records of the Federation; and in general perform all of the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Governing Board.

Section 9. Treasurer. The Treasurer shall exercise oversight over all financial business, including funds and securities of the Federation. The Treasurer shall perform such other duties as from time to time may be assigned by the President or by the Governing Board.

Section 10. Executive Director. The Executive Director shall be an employee of the Federation and shall administer the activities of the Federation. Subject to the authority of the Governing Board and the President, the Executive Director shall be the chief executive and administrative officer of the Federation, in general charge of its headquarters, its operating staff, and all of its activities. The Executive Director shall serve as an ex-officio, non-voting member of the Governing Board and of all committees of the Federation, and shall attend all meetings of the members. The Executive Director shall have such duties and obligations as generally pertain to that office and as may be conferred upon him/her by the Board of Directors from time to time.

Section 11. Delegation of Duties. One (1) or more duties of any Officer of the Federation may be expressly delegated by the Governing Board or by such Officer to one (1) or more other Officers, employees or agents of the Federation, provided that if such delegation is not to another Officer, then the Officer shall supervise and oversee the actions of such employees or agents. Actions taken by Officers, employees or agents of the Federation shall in all instances be subject to Article XI (Declaration of Policy) of the Federation's Bylaws, relating to limitations of responsibility and authority and restricting commitments on behalf of the Federation and in matters of policy.

Section 12. Nominations. Nominations for elected Officers shall be made by the Governing Board. At least two individuals shall be nominated for each office.

Article III

Compensation

Officers and Board members as such shall not receive any salary for their services; provided, however, that nothing herein contained shall be construed to preclude an Officer or Director from serving the Federation in any other capacity and receiving reasonable compensation for such service.

Article IV

Inurement

No part of the net earnings of the Federation shall inure to the benefit of, or be distributable to, its Officers, Board members, committee members, employees, or other private persons, except that the Federation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Article V

Journal

Estuaries and Coasts is the official journal of the Federation.

Article VI

Members

Section 1. Members. The membership of the Federation shall consist of the following classes of membership: full, family, student, sustaining, associate, emeritus, and life. The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members shall be determined by the Governing Board; provided, however, that only full, family, student and sustaining members may vote, hold office, or participate in official business of the organization.

(a) Full Member—A full member is an individual member wishing to promote the purposes of the Federation.

(b) Family Member—A family member is the spouse of a full member, who wishes to have full membership status but elects not to receive a copy of the journal.

(c) Student Member—Student membership is available to any individual enrolled as a full-time undergraduate or graduate student at an accredited higher education institution.

(d) Sustaining Member—A sustaining member is an individual member who chooses to demonstrate support for the Federation by making a dues payment at an enhanced level. .

(e) Associate Member—Associate members are honorary members who may not vote or hold office.

(f) Emeritus Member—A member who has been retired from gainful employment and who has been a member of the Federation in good standing for a period of not less than 10 years may, upon application to the Executive Director and approval by the Board, be designated an emeritus member. Emeritus members are honorary members who may not vote or hold office.

(g) Lifetime Member—A life membership at full member status may be awarded by the Governing Board in recognition of exemplary and selfless service to the Federation over many years. Lifetime members are honorary members who may not vote or hold office. Lifetime members are exempt from payment of dues.

Membership actions taken by Affiliate Societies (e.g., appointment of honorary or emeritus members) do not confer the same membership status in the Coastal and Estuarine Research Federation. The Governing Board may establish other categories of membership, with such rights and obligations as the Board may determine, and may further define the qualifications for membership eligibility and membership rights in any category.

Section 2. Determination of Membership Dues. The Governing Board shall fix the amount of membership dues and/or assessments (if any) for all classes of membership.

Section 3. Duration of Membership. The term of membership in the Federation shall be determined by the Governing Board from time to time.

Section 4. Termination of Membership. Membership in the Federation shall be suspended or terminated if a member does not pay all required membership dues, in full, by the due date established by the Governing Board, pursuant to procedures established by the Governing Board. In addition, the Governing Board may, by the affirmative vote of a majority of the Board members present at a meeting of the Governing Board at which a quorum is present, terminate a member’s membership for cause after an appropriate hearing. Grounds constituting "cause" shall be determined by the Governing Board in its sole discretion. Such member shall be given reasonable notice thereof and shall be entitled to a hearing before the Governing Board at the next regularly scheduled meeting of the Governing Board. Membership in the Federation also may be terminated by the death of a member, by the timely (as determined by the Governing Board) submission of written notice of membership resignation or non-renewal, or by the failure of a member to continue to satisfy the relevant membership requirements. However, termination of membership shall not extinguish such members’ financial obligations, if any, as more fully described elsewhere in these Bylaws.

Section 5. Voting Rights. Only full, sustaining, student and family members may vote, hold office, or participate in official business of the organization.

Section 6. Annual and Regular Meetings of the Membership. Annual meetings of the voting membership shall be held at such time and place as may be designated by resolution of the Governing Board, upon no fewer than ten (10) days’ prior notice. The annual membership meeting shall be known as the business meeting. The Governing Board may provide by resolution the time and place for the holding of additional regular meetings of the voting membership without notice required other than these Bylaws and such resolution. Annual or regular meetings of the non-voting members are permitted but not required. Notice may be communicated in person; by telephone, telegraph, teletype, facsimile transmission (FAX), or other form of wire, electronic, or wireless communication; or by mail or private carrier.

Section 7. Special Meetings. Special meetings of the membership may be called by or at the request of the President or five percent of the voting membership. The person or persons authorized to call special meetings of the voting membership may fix any place as the place for holding any special meeting of the membership called by them. Special meetings of the honorary (non-voting) members are permitted but not required.

Section 8. Special Meeting Notice. Notice may be communicated in person; by telephone, telegraph, teletype, facsimile transmission (FAX), or other form of wire or wireless communication; or by mail or private carrier. Notice of any special meeting of the voting membership shall be received by each member no fewer than ten days, nor more than sixty days before the meeting date, and must include the time, date, place and purpose of such meeting. Any member may waive notice of any meeting before, at or after such meeting.

Section 9. Quorum. Except as otherwise provided by law, by the Federation’s Articles of Incorporation, or by these Bylaws, at any meeting of the voting members, five percent (5%) of the voting members shall make up a quorum to transact business. However, if less than a majority of all voting members are present, a majority of those voting members present may adjourn the meeting without further notice.

Section 10. Chair. The President shall preside as Chair at all meetings of the voting membership. In the absence of the President from any meeting of the voting members, the President-Elect shall serve as temporary Chair.

Section 11. Manner of Acting. The act of a majority of the voting members present at a duly called meeting of the voting members at which a quorum is present shall be the act of the voting membership, except as otherwise provided by law, by the Federation’s Articles of Incorporation, or by these Bylaws. Where and in the manner authorized by the Governing Board, any action required to be taken at a meeting of the voting members or any action which may be taken at a meeting of the voting members may be conducted by and in accordance with Section 12. Such voting shall be subject to the same quorum and notice requirements as a meeting held in person. Proxy voting by voting members shall not be permitted.

Section 12. Action by Written or Electronic Ballot. Any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the Federation delivers a written or electronic ballot to every member entitled to vote on the matter. A written or electronic ballot shall: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action. Approval by written or electronic ballot pursuant to this section is 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. 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 election of Board members; and (3) specify the time by which a ballot must be received by the Federation in order to be counted.

Section 13. Action by Written Consent. Any action required to be taken at a meeting of the voting members or any action which may be taken at a meeting of the voting members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by eighty percent of the members entitled to vote with respect to the subject matter thereof. Written notice of member approval must be provided to all members entitled to vote.

Section 14. Minutes and Parliamentary Procedure. Full minutes of each meeting of the voting membership shall be recorded by the Secretary, containing results of the deliberations of the voting membership. The minutes shall be submitted to the voting members for approval at the subsequent meeting of the voting members. All meetings of the membership shall be conducted in accordance with the latest edition of Robert's Rules of Order, to the extent that such parliamentary procedures are not inconsistent with these Bylaws, the Federation’s Articles of Incorporation, the Act, or rules adopted by the Governing Board or the membership.

Article VII

Committees

Section 1. Executive Committee. There shall be an Executive Committee which shall exercise the authority of the Governing Board in the management of the Corporation between meetings of the Board, and shall be considered a committee of the Governing Board. The designation of and the delegation of authority to such committee shall not operate to relieve the Governing Board, or any individual Board member, of any responsibility imposed upon them by law. The Executive Committee shall consist exclusively of the Past President, the President, the President Elect and the Executive Director.

Section 2. Other Committees. Other committees and working groups not having and exercising the authority of the Governing Board members in the management of the Federation may be designated by a resolution adopted by a majority of the Board members present at a meeting at which a quorum is present. Except as otherwise provided in such resolutions, the President shall appoint the members of such committees and members of such committees need not be Board members. The members of the Federation's committees must be members in good standing of the Federation.

The Federation's President and Executive Director are ex officio members of all committees.

Section 3. Term of Office. Each member of a committee shall serve a two-year term of office, which may be renewable for one (1) or more terms, and shall serve until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify or shall be removed or shall resign as a member thereof. There shall be no limit on the number of terms, consecutive or otherwise, that a committee member may serve.

Section 4. Removal or Resignation of Committee Members. Any committee member may be removed from office at any time by the affirmative vote of a majority of the Governing Board present at a meeting at which a quorum is present, whenever in their judgment the best interests of the Federation would be served thereby. Any committee member may resign at any time by giving written notice to the President, Secretary, or to the Governing Board. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is tendered.

Section 5. Chair. One (1) member of each committee shall be appointed as chair of such committee by the President, unless the appointment of such chair shall be made by resolution of the Governing Board.

Section 6. Vacancies. Vacancies in the membership of any committee may be filled at any time by appointments made in the same manner as provided in the case of the original appointments.

Section 7. Quorum and Manner of Acting. Unless otherwise provided in the resolution of the Governing Board designating a committee, a majority of all voting members of a committee shall constitute a quorum, and the act of a majority of the committee’s voting members present at a meeting at which a quorum is present shall constitute the act of the committee. Every committee member shall have one (1) vote on all matters submitted to a vote of the committee, unless a committee member is designated by the Governing Board as a non-voting committee member. No proxy voting by committee members shall be permitted.

Section 8. Meeting Procedures. The committee’s chair shall notify members of a committee of its meeting or meetings. If the Secretary is not available to serve as Secretary of the committee, the committee’s chair shall designate a Secretary. Full minutes of each meeting shall be recorded by the Secretary, containing results of the deliberations of any committee with recommendations, if any, and submitted within thirty (30) days of each committee meeting to the Governing Board. To the extent permitted by the Act, any person participating in a meeting of any committee may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation shall constitute presence in person at the meeting. Any action required to be taken at a meeting of any committee or any action which may be taken at a meeting of any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the committee members entitled to vote with respect to the subject matter thereof. All committee meetings shall be conducted in accordance with the latest edition of Robert’s Rules of Order, to the extent that such parliamentary procedures are not inconsistent with these Bylaws, the Federation’s Articles of Incorporation, the Act, or rules adopted by the Governing Board.

Section 9. Limitation on Delegated Authority. Actions taken by committees shall in all instances be subject to Article XI (Declaration of Policy) of these Bylaws, relating to limitations of responsibility and authority and restricting commitments on behalf of the Federation and in matters of policy.

Article VIII

Finances

Section 1. Fiscal Year. The fiscal year of the Federation shall be such period established by the Governing Board.

Section 2. Contracts. The Governing Board may authorize any Officer or Officers, agent or agents of the Federation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Federation. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Federation, shall be signed by such Officer or Officers, or agent or agents of the Federation, and in such manner, as shall be determined by resolution of the Governing Board. In the absence of such determination by the Governing Board, such instruments shall each be signed by the Executive Director.

Section 4. Deposits. All funds of the Federation shall be deposited to the credit of the Federation in such banks, trust companies, or other depositories as the Governing Board may select.

Article IX

Books and Records

The Federation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Governing Board and committees having any of the authority of the Governing Board.

Article X

Waiver of Notice

Whenever notice is required to be given under the Federation’s Articles of Incorporation, Constitution, these Bylaws, or by law, the person(s) entitled to receive the notice may provide a signed, written waiver of the notice, which shall be deemed the same as the giving of such notice, without regard to the time stated in the notice. Attendance at a meeting shall constitute waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called.

Article XI

Declaration of Policy

Responsibility and authority for any declaration of Federation policy, and/or endorsement, and/or rejection of any matter on any subject of policy, is reserved to the judgment and discretion of the Governing Board. Committees of the Federation are not authorized directly or indirectly to commit the Federation in any way or in any manner, financially or otherwise, without prior approval by the Governing Board, except as specified in the approved budget or in specific resolutions of the Governing Board. The Governing Board, except as herein otherwise provided, shall have control of the affairs of the Federation, including all matters relating to the acquisition, holding, management, control, investment, and disposition of the funds and other property of the Federation.

Article XII

Limitation of Liability and Indemnification

Section 1. Limitation of Liability. To the fullest extent permitted by the Act and the Internal Revenue Code of 1986, as the same may be amended or supplemented, the personal liability of the Officers and Board members of the Federation is hereby eliminated.

Section 2. Indemnification. To the fullest extent permitted by the Act and the Internal Revenue Code of 1986, as the same may be amended or supplemented, the Federation shall indemnify and hold harmless each Officer and Director of the Federation against any and all liabilities, costs and expenses (including attorneys’ fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any civil action or proceeding to which he or she may be a party by reason of his or her being or having been an Officer or Director of the Federation, or by reason of any action alleged to have been taken or omitted by him or her in such capacity, except where the injury or damage was a result of: (i) the willful misconduct of such person; (ii) a crime, unless such person had reasonable cause to believe that the act was lawful; (iii) a transaction that resulted in an improper personal benefit of money, property or services to such person; or (iv) an act or omission that was not in good faith and was beyond the scope of authority of the Federation pursuant to the Act or the Federation’s Articles of Incorporation, Constitution, or these Bylaws.

Such indemnity shall be effective only in the event that the interested Officer or Director provides the Governing Board, within a reasonable time after the institution of such action or proceeding, written notice thereof. Such indemnity shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement or otherwise. Such indemnity shall inure to the benefit of the heirs, executors or administrators of each Officer and Director. The Federation may purchase liability insurance for the indemnity specified above to the fullest extent as determined from time to time by the Governing Board.

Article XIII

Offices

The Federation shall maintain in South Carolina a registered office and a registered agent at such office, and may have other offices within or without South Carolina as shall be determined by the Governing Board.

Article XIV

Amendments

To the fullest extent permitted under the Act, the power to adopt, amend or repeal the Bylaws shall rest with, and may be executed by, the Governing Board, except a bylaw that fixes a greater quorum or voting requirement for members may not be adopted, amended, or repealed by the Governing Board. Only the members may approve such a change subject to the Act. These Bylaws may be altered, amended or repealed, and one (1) or more new Bylaws may be adopted, by the affirmative vote of a majority of the members of the Governing Board present at any duly called meeting of the Governing Board at which a quorum is present.

Article XV

Governing Law

All questions with respect to the construction of the Federation's Constitution and these Bylaws shall be determined in accordance with the applicable provisions of the laws of South Carolina.