UTAH
a Utah
BYLAWS
ARTICLE 1: NAME, POWERS AND PURPOSE
1.1 Name. These Bylaws constitute the code of rules adopted by Utah Association of Public Charter Schools (the "Corporation") for the regulation and management of its affairs.
1.2 Powers. The Corporation shall have such powers as are now or may hereafter be granted by the Utah Revised Nonprofit Corporation Act (the "Act"), or any successor legislation; except that such powers may be exercised only in furtherance of the purposes of the Corporation as stated in its Articles of Incorporation and consistent with the status of a corporation described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
1.3 Purpose. The purposes of the Corporation are as set forth in the Articles of Incorporation.
ARTICLE 2: OFFICES AND AGENT
2.1 Principal Office. The principal office of the Corporation shall be located at John Hancock Charter School/125 North 100 East/Pleasant Grove, Utah 84062. The Corporation may have such other offices, either within or outside Utah
2.2 Registered Office. The Corporation shall have and continuously maintain a registered office in the State of Utah
2.3 Registered Agent. The registered agent of the Corporation may be either an individual, resident in the State of Utah , a domestic or foreign corporation authorized to transact business in the State of Utah , or a domestic or foreign limited liability company authorized to transact business in the State of Utah Utah
ARTICLE 3: MEMBERS
3.1 Membership. The membership of the Corporation (the “Member Schools”) shall consist of charter schools in Utah that are current in the payment of membership dues established by the Board of Directors under Section 3.15. The designees of the Member Schools are expected to attend the annual meeting and special meetings described in this Article 3.
(a) Associate Membership. Non-voting membership status may be granted to organizations, community groups or businesses at the discretion of the Board of Directors who shall annually determine Associate Membership dues.
3.2 Member School
3.3 Annual Meetings. An annual meeting of the Member Schools shall be held between October 1st and December 31st each calendar year as determined by the Board of Directors, for the purpose of electing directors (in those years when elections are to be held) and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated in these bylaws for any annual meeting of the Member Schools, or at any adjournment of such meeting, the Member Schools shall cause the election to be held at a meeting of the Member Schools as soon after such annual meeting (as the same may be adjourned) as is convenient. Failure to hold an annual meeting as required by these bylaws shall not invalidate any action taken by the Board of Directors or officers of the Board.
3.4 Special Meetings. Special meetings of the Member Schools for any purpose or purposes, unless otherwise prescribed by the Act, may be called by the Chairman or the Board of Directors and shall be called by the Chairman at the request of not less than one-fourth of the Member Schools entitled to vote at the meeting.
3.5 Place of Meetings. Each meeting of the Member Schools shall be held at such place, either within or outside Utah Utah
3.6 Notice of Meetings. Except as otherwise prescribed by the Act, notice of each meeting of the Member Schools stating the place, day and hour and a description of any matter that must be approved by the Member Schools and the purpose or purposes for which the meeting is called shall be given to at least one designee of each Member School of record entitled to vote at the meeting, by or at the direction of the Chairman or officer or persons calling the meeting at least five (5) days prior to such meeting by personal delivery of written notice or by telephonic, email or facsimile notice. The method of notice need not be the same to each Member School Member School
3.7 Fixing of Record Date. The Board of Directors may fix in advance a date as the record date for any such determination of Member Schools, such date in any case to be not more than seventy (70) days, and in case of a meeting of the Member Schools, not less than ten (10) days, prior to the date on which the particular action requiring such determination of Member Schools is to be taken. If no record date is fixed for the determination of Member Schools entitled to notice of, or to vote at, a meeting of the Member Schools, the date on which notice of the meeting is mailed shall be the record date for such determination of Member Schools. When a determination of Member Schools entitled to vote at any meeting has been made as provided in this Section, such determination shall apply to any adjournment of such meeting, unless such adjournment lasts for more than 120 days from the date of the original meeting, in which event a new record date must be established.
3.8 Voting List. The officer or agent having charge of the membership records of the Corporation shall make a complete list of the Member Schools who are entitled to be given notice of a meeting of the Member Schools, arranged in alphabetical order, with the address of and the number of students attending each Member School
3.9 Quorum. Except as otherwise required by the Act, a quorum for the transaction of business at any meeting of the Member Schools shall consist of at least one half of the Member Schools represented either in person or through electronic means in accordance with Section 3.10 by their designee at a meeting of Member Schools.
3.10 Telephonic Meetings. Designees of the Member Schools may participate in and act at any meeting of the Member Schools through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes herein.
3.11 Voting. Except as otherwise prohibited by law or the Articles of Incorporation, each Member School is entitled to vote on each matter submitted to a vote of the Member Schools. Proxy voting by Member Schools shall not be allowed. Votes shall be in writing, and procedures for voting on matters submitted to a vote of the Member Schools will be established by the Board of Directors and may include absentee voting. Unless otherwise provided in these Bylaws, approval of matters submitted to a vote of the Member Schools requires the vote of a two thirds (2/3) majority of the votes castunder both of the following calculations:
(a) Votes Per School. Each Member School
(b) Votes Per Student. Each Member School
The judgment of the Board of Directors shall be final as it relates to determining the number of Member Schools and the number of students to be included in the foregoing calculations for voting.
3.12 Adjournment. A majority of the attendees at a meeting may adjourn the meeting without further notice other than an announcement at the meeting of the new date, time and place; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for the adjourned meeting is or must be fixed by statute or under these bylaws, notice of the adjourned meeting must be given to Member Schools of record who are entitled to vote at the meeting. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally notified.
3.13 Action by Written Consent. Any action required or permitted to be taken at a meeting of the Member Schools other than the election of directors may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, shall be signed by the designees of the Member Schools having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all Member Schools entitled to vote were present and voted. Directors may not be elected by written consent except by unanimous written consent of all Member Schools entitled to vote for the election of directors. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Member Schools and may be stated as such in any articles or document filed with the Utah Division of Corporations and Commercial Code, or other governmental agency.
3.14 Membership Powers. Notwithstanding any other provision of these Bylaws, the Board of Directors must submit the following items to the Member Schools for their approval in accordance with Section 3.11: a) confirmation of annual budget, b) any matter with respect to which the Corporation is requested to or may be perceived or deemed to be taking a philosophical or political position with respect to such matter and c) election of Directors. Exceptions may be made for b) in circumstances where the Board of Directors determine that action is required prior to the next regularly scheduled membership meeting.
3.15 Membership Dues. Each Member School
Newly chartered schools, in their planning year and prior to having students, may become Member Schools by submitting a letter of intent to the Board of Directors and paying membership dues determined annually by the Directors for such schools.
The Corporation shall notify each Member School in the manner set forth in Section 3.6 hereof regarding the amount of the membership dues such Member School shall be obligated to pay. Such notice will include the deadline for paying the membership dues.
3.16 Conduct of Meetings. Meetings of the Member Schools shall be presided over by the Board Chairman and conducted in accordance with the modified Robert’s Rules of Order.
ARTICLE 4: BOARD OF DIRECTORS
4.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation or under the Act.
4.2 Number of Directors and Qualifications There shall be no less than five (5) and no more than nine (9) members of the Board of Directors. The number of directors shall be determined from time to time by the Board of Directors. The Directors must be elected from among the designees of the Member Schools. A director must be a person 18 years of age or older.
4.3 Election and Staggered Terms of Office. The terms of the directors shall be staggered by dividing the total number of directors into three (3) groups, with each group containing one-third of the total, or as near as possible thereto. At each annual meeting of the Member Schools, directors shall be elected for a term of three (3) years to succeed those whose terms expire. The terms of newly-elected directors shall begin on January 1st following the election. Directors must be approved in accordance with the manner described in Section 3.11. There shall be no cumulative voting. In the case of a tie vote or a situation in which one candidate wins under Section 3.11(a) and another candidate wins under 3.11(b), the winner of the election will be determined by a coin toss administered by the Board of Directors. Except as specified in this section, each director shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.
4.4 Regular Meetings. The regular annual meeting of Board of Directors shall be held on such day, and at such place, as shall be designated in the notice of such meeting for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings.
4.5 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or by any two directors to be held at such time and place as shall be designated in the notice of the meeting.
4.6 Notice. Notice of each meeting of the Board of Directors stating the place, day and hour of the meeting shall be given to each director at least five (5) days prior to such meeting by personal delivery of written notice or by telephonic, email or facsimile notice, except that in the case of a meeting to be held pursuant to Section 4.8 hereof, telephone notice may be given two (2) days prior to such meeting. The method of notice need not be the same to each director. Notice shall be deemed to be given, if mailed, on the earlier of the date it is received or five (5) days after it is deposited in the United States mail, with postage prepaid, addressed to the director at such director's business or residence address; if personally delivered, when delivered to the director; if delivered by facsimile, upon confirmation of receipt by the receiving facsimile machine; if by email, upon confirmation of receipt by the sending party; and, if telephoned, when communicated to the director. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless at the beginning of the meeting or promptly upon the director’s later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack or notice or defective notice and after objecting, the director does not vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless required by the Act.
4.7 Quorum. A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of the directors then in office, except that if less than a majority of the directors then in office are present at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
4.8 Telephonic Meetings. Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes herein.
4.9 Proxies. For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a director may be considered to be present at a meeting and to vote if the director has granted a signed written or electronic proxy to another director who is present at the meeting and which authorizes the other director to cast the vote that is directed to be cast by the written or electronic proxy with respect to the particular proposal that is described with reasonably specificity in the proxy. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. Participation in such meeting by proxy shall constitute attendance and presence in person at the meeting of the person or persons so participating by proxy for all purposes herein; provided that for purposes of Section 4.11, any director participating by proxy shall not be deemed to have participated in such meeting except with respect to the matters set forth in the written proxy.
4.10 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall, unless the act of a greater number of directors is required by the Articles of Incorporation, the Act or these Bylaws, be the act of the Board of Directors.
4.11 Presumption of Assent. A director who is present at a meeting of the Board of Directors when corporate action is taken is considered to have consented to the action taken at the meeting unless the director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or consent to any action taken at the meeting, or the director contemporaneously requests his or her dissent or abstention as to any specific action to be entered into the minutes of the meeting, or the director causes written notice of a dissent or abstention as to a specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the Corporation promptly after adjournment of the meeting.
4.12 Resignation. A director may resign at any time by giving written notice of resignation to either the Board of Directors, or the Chairman or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective but such resignation shall be effective when notice is delivered.
4.13 Removal of Directors. Directors may be removed from office by the affirmative vote of a majority of all Member Schools in accordance with Section 3.11, including both 3.11(a) and 3.11(b). The removal may be with or without cause unless the Articles of Incorporation provide that directors may be removed only with cause. A director shall be removed if the Member School
4.14 Vacancies. Any vacancy occurring in the Board of Directors because of the death, resignation or removal of a director may be filled until the next annual meeting of the Member Schools by the majority vote of the remaining directors, though less than the minimum number of directors required by Section 4.2. At the next annual meeting of the Member Schools, the Member Schools will vote to elect a director to fill the remainder of the term for the vacated seat in accordance with the manner described in Section 3.11. Any directorship to be filled by reason of an increase in the number of directors shall be filled by an election at a meeting of the Member Schools called for that purpose.
4.15 Action by Written Consent. Any action required to be taken at a meeting of the Board of Directors or any other action which may be taken at a meeting of the Board of Directors may be taken without a meeting if each and every member of the board in writing either (a) votes for the action, or (b) votes against the action or abstains from voting, and waives the right to demand that action not be taken without a meeting. Such a vote shall have the same legal effect as a vote of all the directors and may be described as such in any document.
4.16 Fees and Compensation. Directors shall not receive compensation for their services as such, although the reasonable expenses of directors of attendance at board meetings may be paid or reimbursed by the Corporation. This section shall not be construed to preclude any director from serving the Corporation in any other capacity as an agent, employee or otherwise and receiving compensation for those services.
4.17 Procedure. The Board of Directors may adopt its own rules of procedure that shall not be inconsistent with these Bylaws.
ARTICLE 5: COMMITTEES AND ADVISORY BOARDS
5.1 Committees. Upon the approval of a majority of all directors then in office, the Board of Directors may from time to time establish one or more committees or advisory boards. Each committee and advisory board shall include one director, and all committee and advisory board members shall serve at the pleasure of the Board of Directors.
5.2 Powers. Each committee and advisory board shall have and may exercise all powers relating to the business and affairs of the Corporation as may be granted to it by the Board of Directors at the time of its designation or thereafter by written approval of a majority of all directors then in office, except for such power as by law may not be delegated by the Board of Directors to a committee or advisory board.
5.3 Term of Office. Each member of a committee or advisory board shall continue as such until the next regular annual meeting of the Board of Directors and until a successor is appointed, unless the committee or advisory board shall be sooner terminated, or unless such member is sooner removed by the Board of Directors, in its sole discretion, or ceases to be qualify as a member thereof.
5.4 Chair. One member of each committee and advisory board shall be appointed committee chair by the Chairman of the Corporation.
5.5 Vacancies. Vacancies in the membership of a committee or advisory board may be filled by appointments made in the same manner as provided in the case of the original appointments.
5.6 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee or advisory board, a majority of the whole committee or advisory board , as the case may be, shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee or advisory board, as the case may be.
5.7 Rules. Each committee or advisory board may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
5.8 Compensation. The Board of Directors may pay expenses of attendance to any member of any committee or advisory board designated by it hereunder who is not an active salaried employee of the Corporation for attendance at each meeting of such committee or advisory board.
ARTICLE 6: OFFICERS
6.1 Number and Qualifications. Officers shall be elected from among the members of the Board of Directors. The officers of the Corporation shall be a Chairman, Treasurer and a Secretary. The Board of Directors may also elect or appoint such other officers, assistant officers and agents, including, but not limited to, a Vice Chairman, assistant secretaries and assistant treasurers, as the Board of Directors may consider necessary. Any two or more offices may be held by the same person.
6.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at the Board of Directors' regular annual meeting or on such later date thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been duly appointed and qualified or until such officer's death, resignation or removal in the manner provided in these Bylaws. Election or appointment of an officer shall not in itself create contract rights.
6.3 Removal and Resignation. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. Any officer may resign at any time by giving written notice to the Chairman or Secretary.
6.4 Authority and Duties of Officers. The officers of the Board shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Chairman, the Board of Directors or these Bylaws, except that in any event, each officer shall exercise such powers and perform such duties as may be required by law:
(a) Chairman. The Chairman shall, subject to the direction and supervision of the Board of Directors: (i) preside, at all meetings of the Board of Directors, (ii) see that all orders and resolutions of the Board of Directors are carried into effect; and (iii) perform all other duties incident to the office of chairman and as from time to time may be assigned to the Chairman by the Board of Directors.
(b) Vice Chairman. In the absence of the Chairman, or in the event of the Chairman’s inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting shall have all the powers and be subject to all the restrictions of the Chairman. The Vice Chairman shall perform such duties as may from time to time be assigned by the Chairman or the Board of Directors.
(c) Treasurer. The Treasurer shall: (i) be the principal financial officer of the Corporation and have the care and custody of all of the Corporation's funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts for monies paid into or on account of the Corporation and pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature of maturity; (iii) unless there is a controller, be the principal accounting officer of the Corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of accounts, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish the Chairman and the Board of Directors statements of accounts showing the financial position of the Corporation and the results of the Corporation's operations; (iv) on request of the Board of Directors, make such reports to the Board of Directors as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as may from time to time be assigned by the Board of Directors or the Chairman. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the Treasurer. In the absence of a Treasurer, the Secretary shall perform the foregoing functions of the Treasurer.
(d) Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in books provided for that purpose; shall assure that all notices are given in accordance with the provisions of these Bylaws or as required by law; shall be custodian of the Corporation's records; shall certify the authenticity of copies of the Bylaws, resolutions of the Board of Directors, committees and advisory boards, and all other documents of the Corporation; and shall in general perform all duties incident to the office of corporate secretary and such other duties as may from time to time be assigned by the Chairman or the Board of Directors.
6.5 Vacancies. Any vacancy in any office arising from any cause shall be filled for the unexpired portion of the term by action of the Board of Directors.
6.6 Compensation. Officers of the Board shall receive no compensation for their service.
6.7 Chief Executive Officer. The Board of Directors may appoint a Chief Executive Officer to manage the day-to-day affairs of the Corporation.
ARTICLE 7: EXECUTION OF INSTRUMENTS, LOANS, AND DEPOSITS;
CHECKS AND GIFTS
7.1 Instruments. The Board of Directors may authorize any officer, agent or agents to enter into any contract or execute or deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances.
7.2 Loans. No loans or advance shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the Corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.
7.3 Deposits. All monies of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized so to do by the Board of Directors.
7.4 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 Corporation) shall be signed by such officers or agents of the Corporation as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or Secretary and countersigned by the Chairman, Vice Chairman or any current director.
7.5 Gifts. The Board of Directors may authorize any officer to accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for the special purpose of the Corporation.
ARTICLE 8: INDEMNIFICATION AND INSURANCE
8.1 Definitions. For purposes of this Article 8, the following terms shall have the meanings set forth below:
(a) "Action" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative.
(b) "Indemnified Party" means any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation (which shall include actions taken in connection with or relating to the organization of the Corporation) or is or was serving at the request of the Corporation as a director, officer, partner, member, manager, trustee, fiduciary, employee or agent of another corporation, nonprofit corporation, person, or employee benefit plan.
8.2 Indemnification. The Corporation to the maximum extent permitted, and in the manner required by the laws of the State of Utah, shall indemnify any Indemnified Party against any and all applicable claims, judgments, fines, amounts paid in settlement, and other costs actually and reasonably incurred in any Action giving rise to the Indemnified Party's status as such.
8.3 Determination. The Corporation may not indemnify an Indemnified Party under Section 8.2 unless a determination has been made in the specific case that indemnification of the Indemnified Party is permissible under the circumstances and under the law of the State of Utah
8.4 Payment in Advance. Expenses, including attorneys' fees, or some part of such expenses, incurred by an Indemnified Party in defending any Action shall be paid by the corporation in advance of the final disposition of such Action upon the satisfaction of the following conditions: (1) the Indemnified Party furnishes the Corporation a written affirmation of such person’s good faith belief that (i) such person has acted in good faith, (ii) such person reasonably believes that such person’s conduct was in, and not opposed to the Corporation's best interest (or in any case involving an employee benefit plan, such action was believed to be in and not opposed to the interests of the participants in and beneficiaries of the plan), and (iii) in the case of criminal proceedings, such person had no reasonable cause to believe such person’s conduct was unlawful; (2) the Indemnified Party furnishes the Corporation a written undertaking, executed personally or on the Indemnified Party’s behalf, to repay the amount advanced if it is ultimately determined that such Indemnified Party did not meet the appropriate standard of conduct; and (3) a determination is made pursuant to Section 8.3 that the facts then known to those making the determination would not preclude indemnification under the Act or these Bylaws.
8.5 Other Indemnification. The indemnification and advancement of expenses provided by this Article 8 shall not be construed to be exclusive of or limit any other rights to which any Indemnified Party or other person may be entitled under the Articles of Incorporation or any bylaw, agreement, vote of disinterested directors or otherwise, both as to action in such Indemnified Party's official capacity and as to action in another capacity while holding office.
8.6 Insurance. By action of the Board of Directors, notwithstanding any interest of the directors in such Action, the Corporation may purchase and maintain insurance in such amounts as the Board of Directors may deem appropriate on behalf of any Indemnified Party against any liability asserted against such Indemnified Party and incurred by such Indemnified Party in such Indemnified Party's capacity, or arising out of such Indemnified Party's status, as an Indemnified Party, whether or not the Corporation would have the power to indemnify such Indemnified Party against such liability under applicable provisions of law.
8.7 Right to Impose Conditions to Indemnification. The Corporation shall have the right to impose, as conditions to any indemnification provided by the Corporation, such reasonable requirements and conditions as may appear appropriate to the Board of Directors in each specific case and circumstance, including, but not limited to, any one or more of the following: (a) that any counsel representing the Indemnified Party in connection with the defense or settlement of any Action shall be counsel mutually agreeable to the Indemnified Party and to the Corporation; (b) that the Corporation shall have the right, at the Corporation's option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the Indemnified Party; and (c) that the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the Indemnified Party's right of recovery and that the Indemnified Party shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation.
ARTICLE 9: MISCELLANEOUS
9.1 Books and Minutes. The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the meetings of its Board of Directors and the Member Schools
9.2 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
9.3 Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the Act, or any successor thereto, or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.4 Amendments to Bylaws. These Bylaws may be altered, amended or repealed and new Bylaws adopted by a majority vote of all Member Schools at the time the amendment is adopted in accordance with Section 3.11, including both 3.11(b) and 3.11(b).
9.5 Interpretation. These Bylaws and each provision of these Bylaws are subject to applicable statutory law and to the Articles of Incorporation.
9.6 Related Party Transactions. No contract or other transaction between the Corporation and one or more of its directors, committee members, advisory board members or a party related to any such director, committee member, advisory board member or any other corporation, firm, association or entity in which one or more of the directors, any committee member, any advisory board member or any party related to any such director, committee member or advisory board member are directors, officers, members or partners or are financially interested ("Related Party Transaction") shall be either void or voidable because of such relationship or interest, or because such director, committee member or advisory board member, as the case may be, is present and votes at the meeting of the directors, the committee or the advisory board which authorizes, approves or ratifies the Related Party Transaction; provided that (a) (i) the material facts of such relationship or interest are fully disclosed or known to the directors, committee or advisory board which authorizes, approves or ratifies the Related Party Transaction and (ii) the Board of Directors, the committee or the advisory board in good faith authorizes, approves or ratifies the Related Party Transaction by affirmative vote of a majority of disinterested directors, committee members or advisory board members, as the case may be, even though the disinterested directors, committee members or advisory board members are less than a quorum, or (b) the terms and conditions of such Related Party Transaction are fair and reasonable to the Corporation. Notwithstanding the foregoing, in no event shall the Corporation make a loan to any director or officer of the Board.
