To read this document as an  Adobe PDF you will need Acrobat Reader

ARTICLE I
Members

Section l. Qualifications of Members of the Corporation. Any parent or guardian of a child who attends the school (the "School") conducted by the Poughkeepsie Day School, Inc. (the "Corporation") and any other person who signs an enrollment contract shall be a member ("Member") of the Corporation. Whenever any such person ceases to meet the preceding qualifications, she/he shall thereupon cease to be a Member of the Corporation. Any Community Trustee (defined below) duly appointed by the Trustees (defined below) shall be a Member of the Corporation during his/her term as Community Trustee.

Section 2. Meeting of Members. There shall be a meeting of the Members each year in the last thirty days of the academic year (the "Annual Meeting"), the exact date to be fixed by the Trustees, at the School house or at such other place or places in the Town of Poughkeepsie as may be from time to time fixed by the Board of Trustees, for the purpose of electing Trustees, receiving an oral report from the Head addressing the state of the School and for the transaction of such other business as may properly be brought before the meeting. Special meetings of the Members may be called at any time by the President, or by any three of the Trustees, or by written request of at least 20 percent in number of the Members.

Section 3. Notice of Meetings. Written notice of all Member meetings, whether annual or special, shall be given to each Member of the Corporation at least twenty (20) days prior to the date of the holding of the meeting. If such notice shall relate to matter(s) requiring the vote of the Members, the Corporation's business office will include with such notice additional notice of any tuition and/or fee(s) arrearage owing by any Member. Such notice shall state the purpose or purposes for which the meeting is called, and shall be delivered personally or sent by mail or sent electronically to each Member at the address as shown on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by electronic means, such notice shall be deemed to be delivered when the notice is sent. If notice be delivered personally, such notice shall be deemed to be delivered when the notice is personally given to the Member(s).

Section 4. Quorum. At any meeting of the Members, forty (40) Members, present in person or represented by proxy, shall constitute a quorum for the transaction of business.

Section 5. Voting. Only one Member in good standing of each family shall be entitled to vote at any meeting of the Members of the Corporation. For purposes of this paragraph, good standing shall mean current with respect to all tuition and fees owing to the Corporation five days prior to the date of the meeting. The family vote may be by proxy provided that the instrument authorizing such proxy to act is in writing and properly executed by the Member(s) or by his/her duly authorized attorney-in-fact (facsimile or other electronic copies thereof satisfying all the foregoing requirements shall be acceptable).

Section 6. Groups of Members. When Members organize any formal group in support of the School's mission, needs and interest, the purpose of the group and any Bylaws or similar documents require the approval of the Board of Trustees.

ARTICLE II
Board of Trustees

Section l. Number and Qualifications.

a. Parent Trustees: Any Member current in all financial obligations (defined in this paragraph to mean tuition, fees and pledges) owing to the School at the time of the nomination and the election, not employed by the Corporation, not having a spouse, parent or child employed by the Corporation and not a Community Trustee may be elected a Parent Trustee. Notwithstanding the foregoing, the Committee on Trustees (defined below) is empowered to waive the requirement concerning unsatisfied pledge(s) based upon such Committee's determination of changed circumstances regarding eligibility of such Member(s). The number of Parent Trustees shall be fifteen (15). If any Parent Trustee ceases to be a Member of the Corporation or becomes an employee of the Corporation, she/he shall immediately be deemed to cease to be a Parent Trustee.

b. Community Trustees: Any person not employed by the Corporation, not having a spouse, parent or child employed by the Corporation and not a current parent or guardian Member of the Corporation may be a Community Trustee. The number of Community Trustees shall not exceed ten (10).

c. Emeritus Trustees: Any former Trustee of the School may be elected by the Board of Trustees, upon the recommendation of the Committee on Trustees, an Emeritus Trustee. Emeritus Trustees shall have the right to attend and participate in meetings of the Board of Trustees, but shall not have the right to vote.

d. Ex Officio Members: The Board may appoint ex officio Members as it deems appropriate. An ex officio Member shall have the right to attend and participate in meetings of the Board of Trustees, but shall not have the right to vote.

Section 2. Election of Trustees. All regular elections of Parent Trustees shall be by written ballot cast by those eligible to vote and attending the annual meeting of the Members of the Corporation. The Parent Trustees shall be chosen by a plurality of the votes cast at such an election.

If the number of Parent Trustees or Community Trustees shall be increased by an amendment of these By Laws, one-third of the additional Trustees shall be forthwith, at the meeting adopting such amendment, elected or appointed as the case may be for one year; one-third of the Parent Trustees shall be elected annually thereafter to serve for three years.

Community Trustees shall be elected by the Board of Trustees upon nomination by the Committee on Trustees, and shall be chosen by a plurality of the votes cast at such election.

Section 3. Term of Office. The term of office for all Trustees shall be three years except as provided in Section 2 above. Parent Trustees shall, except as hereinafter provided in Sections 4 and 5 below, hold office until the annual meeting of Members subsequent to the expiration of the Trustees' term of office and until such Trustees' successors are elected and qualified. Notwithstanding anything to the contrary contained in these By-Laws, no Trustee shall serve or be eligible to serve more than three (3) full consecutive terms (by way of illustration, any Trustee serving by virtue of filling a vacancy, shall, regardless of the term of such vacancy, then be eligible for not more than three consecutive terms thereafter); however, any period during which a Trustee serves as President or Vice-President shall not be included in such calculation. The foregoing sentence shall be applicable commencing with the June 2003 election.

Section 4. Resignation. Any Trustee 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 unless so specified therein. If any Trustee shall fail to attend three consecutive meetings without excuse accepted as satisfactory to the Trustees, she/he shall be deemed to have resigned and the vacancy filled as hereinafter provided.

Section 5. Removal. Any Trustee may be removed at any regular or special meeting of the Board of Trustees by affirmative vote of two-thirds of those Trustees present at the meeting in which such removal is sought whenever, in their judgment, the best interest of the Corporation would be served thereby. The Trustee being considered for removal shall be notified in writing of the meeting at which the removal action will be taken, and the specific charges against him or her, at least five (5) days prior to the meeting. Any Trustee not in good standing (i.e., not current in all his/her tuition, fees and pledges owing to the School) shall be removed by the Board of Trustees. Notwithstanding the foregoing sentence, the Committee on Trustees is empowered to waive the requirement concerning unsatisfied pledge(s) based upon such Committee's determination of changed circumstances regarding eligibility of such Trustee.

Section 6. Filling Vacancies. Subject to any provisions of the Education Law of the State of New York, any vacancy in the Board of Trustees occurring from any cause whatever shall be filled by the remaining Trustees, acting upon the recommendation of the Committee on Trustees, at any regular or special meeting called for that purpose. The Trustees appointed by the remaining Trustees under this section shall, except as hereinabove provided in Sections 3, 4 and 5, hold office until the next annual meeting of Members and until their successors are elected and qualify.

Section 7. Regular Meetings. The Board of Trustees shall hold a regular meeting for the election of officers and the transaction of any business as soon after the annual meeting of the Members as practicable. Other regular meetings of the Trustees shall be held at least six times each year.

Section 8. Special Meetings. Special meetings of the Trustees may be called by the President at any time and must be called by the Secretary on the written request of any three (3) Trustees. Notice may be given by telephone, electronically or by written notice as provided for in Section 9 immediately below.

Section 9. Notice and Place of Meeting. All meetings of the Board of Trustees shall be held at the principal office of the Corporation in the Town of Poughkeepsie or at such other places or place either within or without the State of New York as the Board of Trustees may from time to time determine or, except as otherwise determined by the Board, as may be specified in the respective notices of the meetings. Notice of any regular meeting of the Board of Trustees shall be mailed or e-mailed to each Trustee, addressed to him/her at his/her residence or usual place of business, not less than three or more than twenty days before the day on which the meeting is to be held unless the Trustee waives in writing such notice.

Section 10. Business Transacted at Meetings. Any business may be transacted and any corporate action taken at any regular meeting of the Board of Trustees, whether stated in the notice of the meeting or not, but at a special meeting no business shall be transacted and no corporate action taken, other than that stated in the notice of the special meeting, unless all of the Trustees shall be present at such meeting, in which case any business may be transacted and any corporate action may be taken, whether stated in the notice of such special meeting or not.

Section 11. Quorum and Manner of Acting. A majority of the Trustees or a majority of the Parent Trustees in office at the time of any meeting of the Board, whichever number is less, shall constitute a quorum at Board meetings. Except as otherwise provided in the charter or these By Laws, the act of the majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. In the absence of a quorum, the meeting will adjourn until a quorum be had. Notice of any adjourned meeting need not be given other than by announcement at the meeting at which a quorum is not present. The Trustees shall act only as a Board and the individual Trustee shall have no power as such.

Section 12. Powers. The property of the Corporation shall be held and controlled and its affairs managed by the Board of Trustees, and subject to any restrictions imposed by law, the charter or these By Laws, the Trustees may exercise all of the powers of the Corporation. Without derogating from the general authority hereinbefore conferred, the Trustees shall have power to take and hold by gift, grant, devise or bequest in their own right in trust or in the name of the Corporation, real and personal property; to buy, sell, mortgage, let and other wise use and dispose of the property of the Corporation as they shall deem for the best interests of the institution; to lend or deposit, or to receive as a gift, or on loan or deposit, literary, scientific or other articles, collections or property pertaining to their work; to decide the qualifications of Members; and subject to the provisions of Article V, to appoint a Head of the School; to provide for the general facilities and operations of the School, to arrange for financing the School; to amend, revise, or approve annually a budget submitted by the Head, and to do such other things as may be incident to the general operations of the Corporation and the School conducted by it.

Section 13. Compensation. Members of the Board shall not receive from the Corporation any salary or other compensation whatsoever including, without limitation, loans for their services or otherwise. Notwithstanding the foregoing, financial assistance given in the normal course of the School practices shall not be prohibited by this paragraph.

Section 14. Conflict of Interest Policy. The Board of Trustees affirms that the Trustees, Officers, administrators, faculty and other employees of the School have an obligation to exercise their authority and to carry out the duties of their respective positions for the sole benefit of the School. They should avoid placing themselves in positions in which their personal interests are, or may be, in conflict with the interests of the School. Where a potential conflict of interest exists, it shall be the responsibility of the person involved or any other person with knowledge to notify the Board of Trustees of the circumstances resulting in the potential conflict so that the Board of Trustees can provide such guidance and take such action as it shall deem appropriate. Areas of potential conflict of interest include without limitation:

a) Financial Interest.
(1) Ownership by the individual directly or indirectly of a material financial interest in any business or firm (A) from which the School obtains goods or services, or (B) which is a competitor of the School.
(2) Competition by the individual, directly or indirectly, with the School in the purchase or sale of property or any property right or interest.
3) Representation of the School by the individual in any transaction or activity in which the individual, directly or indirectly, has a material financial interest.
(4) Any other circumstance in which the individual may profit, directly or indirectly, from any action or decision by the School in which he or she participates, or which he or she has knowledge.

b) Inside Information.
Disclosure or use by the individual of confidential information about the School, its activities or intentions, for the personal profit or advantage of the individual or any person.

c) Conflicting Interests other than Financial.
Representation as director, trustee, officer, agent or fiduciary of another company, institution, agency or person in any transaction or activity which involves this School as an adverse party or with adverse interests.

d) Gifts and Favors.
Acceptance of gifts or favors from any firm or individual which does or seeks to do business with, or is a competitor of, the School under circumstances which imply reasonably that such action is intended to influence the individual in the performance of his or her duties. No Trustee who directly or indirectly is involved in a potential conflict of interest shall be counted in determining the existence of quorum at any meeting of the Board where the potential conflict is considered, nor shall the Trustee vote on any action of the Board regarding that potential conflict.

ARTICLE III
Officers

Section l. Election. The Board of Trustees, at a regular meeting, after the annual meeting of the Members but prior to the end of the academic year, shall elect a President, one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall serve for one year and until their respective successors are chosen and qualify. All Officers shall be chosen from among the Trustees and should any of them cease to be a Trustee she/he shall ipso facto cease to be such Officer.

Section 2. Resignation of Officers. Any Officer 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 another Officer of the Corporation. The acceptance of a resignation shall not be necessary to make it effective unless so specified therein.

Section 3. Filling of Vacancies. A vacancy in any office from whatever cause arising, shall be filled for the unexpired portion of the term by the Board of Trustees.

Section 4. The President. The President shall, if present, preside at all meetings of the Board of Trustees and of the Executive Committee. She/he shall sign and execute all deeds, mortgages, bonds, contracts, or other instruments in the name of the Corporation, when authorized to do so by the Board of Trustees, unless the signing and execution thereof shall be expressly delegated by the Board to some other Officer of the Corporation, she/he shall exercise general supervision over the affairs of the Corporation subject to the control of the Board of Trustees, and shall perform such other duties as may be assigned to him/her from time to time by the Board, or as may be prescribed by law and by these By Laws.

Section 5. The Vice-President(s). The Vice-President(s), or any of them, shall at the request of the President, or in her/his absence or in the case of his/her inability to perform his/her duties from whatever cause, 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 also perform such other and further duties as may be directed by the Board of Trustees.

Section 6. The Treasurer. The Treasurer shall:

a) Except as otherwise ordered by the Board, have charge and custody of, and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all money and other valuable effects in its name in such banks, trust companies or other depositories as shall be selected in accordance with these By Laws.

b) Keep at the office of the Corporation correct books of account of all its business and transactions.

c) Exhibit at all reasonable times his/her books of account and records to the Trustees upon application during business hours at the office of the Corporation where such books and records are kept.

d) Render a full statement of the financial condition of the Corporation whenever requested so to do by the President or by the Board of Trustees.

e) Receive, and give receipts for, payments made to the Corporation, and take and preserve proper receipts for all monies disbursed by it; and

f) In general perform such duties as are incident to the office of Treasurer, or as may from time to time be assigned to him/her by the Board of Trustees, or as may be prescribed by law or by these By Laws.

Section 7. The Secretary. The Secretary shall:

a) Keep the minutes of the meetings of the Board of Trustees and of the Executive Committee in books provided for the purpose.

b) Submit copies of any major decisions taken by the Executive Committee to all Trustees as soon as possible after the meeting at which the actions were taken. Report all meetings and actions of the Executive Committee at the next regular meeting of the Board of Trustees.

c) See that all notices are duly given in accordance with the provisions of these By Laws or as required by law.

d) Be custodian of the records and of the seal of the Corporation and see that it is affixed to all documents the execution of which under the seal of the Corporation is duly authorized.

e) See that all books, reports, statements, certificates, and all other documents and records required by law are properly kept and filed; and

f) In general, perform such duties as are incident to the office of Secretary, or as may from time to time be assigned to him/her by the Board of Trustees, or as are prescribed by law or by these By Laws.

Section 8. Other Officers. Other Officers, including one or more additional Vice-Presidents, may from time to time be appointed by the Board of Trustees, which other Officers shall have such powers and perform such duties as may be conferred upon or assigned to them by, and shall hold office for such terms as may be designated by the Board of Trustees.

ARTICLE IV
Committees of the Board

Section 1. Executive Committee.
a) The Executive Committee shall consist of the duly elected Officers of the Board and one or more Trustees who may be elected by a majority vote of the Board.
b) The Executive Committee shall have and exercise, when the Board is not in session and prudent and expeditious management requires prompt action, all of the authority of the Board in the governance of the School. This power is limited with respect to the amendment of the bylaws, the removal or election of Trustees, Officers or the Head of School or any such authority that may be limited by resolution of the Board or these Bylaws.
c) In addition, the Executive Committee shall annually, after consulting with the Board,
(1) Conduct the performance evaluation of the Head of School and
(2) Provide a performance summary based on the evaluation for Board review and acceptance at the May meeting.
d) The Executive Committee shall report to the Board on all its actions and deliberations.

Section 2. Committee on Trustees.

a. The Commitee on Trustees shall consist of six persons who shall each serve for a three (3) year term. The President shall serve ex officio as a member of the Committee. Two members of the Committee shall be elected from and by the Board. Three members of the Committee shall be elected from and by the Members of the Corporation at an Annual Meeting. Members elected to the Committee shall serve a maximum of two (2) consecutive three (3) year terms. Members elected by the Board shall retire in different years; one member elected at the Annual Meeting shall retire each year.

b) The Committee on Trustees shall be responsible for building and maintaining an effective working Board of Trustees possessing the varied strengths and skills necessary to support the School. It shall fulfill this responsibility by ongoing programs of recruitment and nomination of persons to fill vacancies on the Board and among its Officers, of orientation and training of Board members, and of evaluation of the overall effectiveness of the Board of Trustees and its individual members. In fulfilling these responsibilities the Committee on Trustees may augment its membership as necessary except that only regular members of the Committee may vote in recommending election or re-election of Trustees, members of the Committee and Officers of the Board as provided elsewhere in this section.

c) The Committee on Trustees shall submit a list of nominees to fill all Parent vacancies on the Board of Trustees, as of that year's Annual Meeting, one name to be nominated for each vacancy. The Committee on Trustees shall submit a list of nominees to fill all vacancies on the Committee on Trustees which are subject to election by the Members of the Corporation, as of that year's Annual Meeting, one name to be nominated for each vacancy.

d) Before preparing the lists referred to in c) above, the Committee on Trustees shall solicit in writing recommendations from all Members of the Corporation but shall not be bound to accept any such recommendations in selecting its slate of nominees. Each person whose name appears on the list of nominees for the Board of Trustees shall be a Member in good standing (i.e., current in all financial obligations owing to the School at the time of the nomination) of the Corporation and each person whose name appears on either list must previously have given permission for his/her name to be included. The Committee shall submit such lists to all Members of the Corporation in writing no less than twenty days before the Annual Meeting.

e) Nominations from the Members shall be accepted for both the Committee on Trustees and the Board of Trustees, provided that (1) nominations shall be presented to the Chairperson of the Committee on Trustees at least seven (7) calendar days prior to the date of the annual meeting, (2) nominees for the Board of Trustees shall be Members current in all tuition, fees and pledges owing to the School both at the time of the nomination and the election, (3) nominees for both the Committee on Trustees and the Board of Trustees shall have given in writing their permission for such nomination, and (4) at least ten (10) Members shall have supported in writing such nomination(s).

f) At the regular meeting of the Board for the election of Officers, the Committee on Trustees shall nominate for election by majority vote of the Board one person to hold each office described in these By Laws and to fill the expiring position on the Committee on Trustees which is subject to election by the Board. All persons so nominated shall have given their permission. Further nominations to any office or to the Committee on Trustees may be made from the floor provided such nominees meet the qualifications stated in these by-laws and that they have given their prior permission.

Section 3. Standing Committees.
The following committees shall be annually appointed; the members of such committees may be, but need not be, Trustees.

a) Need-Based Financial Assistance Committee. Members of this Committee shall be the President (or any Board member whom the President shall designate), the Head, the School's business office director and admissions director and two other members appointed by the President. The committee may delegate to appropriate members of the Staff designated by the Head, the determination of individual financial assistance awards. Such Staff members may meet regularly with the Committee in order to ensure full coordination between policy and practice. Applications for financial assistance shall be made to the Head, who shall serve in an advisory capacity on this committee. All information received shall be held completely confidential. Decisions on financial assistance grants shall be based on financial need.
b) Other Committees. The Board may establish such standing or ad hoc committees as it deems necessary.

ARTICLE V
The Head

Section 1. Appointment. The Head shall be appointed by the Board of Trustees upon nomination by a special committee selected for that purpose. This special committee shall consist of the President of the Board of Trustees and at least six (6) other members selected by the Board who may, but need not be, members of the Board of Trustees.

Section 2. Powers, Duties and Responsibilities.

a) Powers. The Head shall be the Executive Officer of the Board of Trustees, the Administrative Officer of the School, and Chairman of its Faculty. The Board of Trustees shall, unless by resolution it determines that such course is not desirable, delegate to the Head the following powers:
(1) To appoint, dismiss, determine, and adjust the salaries of and promote members of the Faculty and other employees of the School, in a manner consistent with policies adopted by the Board of Trustees.
(2) To head the Faculty in determining matters of curricula. He/she shall report to the Board of Trustees regularly, and annually in writing, on development of the curriculum including any plans for change and the influences these may have on fiscal and personnel policy. She/he shall, upon request from the Board of Trustees, convene an Advisory Board of qualified people, not directly associated with the School, to review its curriculum. Reports of such an Advisory Board shall be made available to the Board of Trustees.
(3) To organize the structure of the School and to execute its administrative and educational functions.
(4) To enroll, suspend, and expel any student or students.

b) Duties and Responsibilities of the Head:
(1) To attend all meetings of the Board of Trustees and may, but need not unless otherwise provided by these By Laws, attend any and all meetings of committees of the Board. She/he shall participate fully in the business brought before such meetings of the Board of Trustees and of such committees but shall not have the right to vote thereat.
(2) To submit periodic reports on the status of the School, including, without limitation, giving an oral report addressing the state of the School to the Members at the Annual Meeting.
(3) To prepare and submit to the Board of Trustees, in sufficient time for approval and financing, an annual budget for the School.
(4) To be the official medium of communication between the Board of Trustees and the Faculty of the School and represent the School and the Faculty in dealing with the parent body of the School and the general public.

Section 3. Term of Office. The Head shall serve at the pleasure of the Board of Trustees on such terms and conditions as may be set forth in a contract between him/her and the Board of Trustees, the terns of which shall be subject to the provisions of this Article V of the By Laws.

ARTICLE VI
Contracts, Bank Accounts, Etc.

Section 1. Contracts, etc. How Executed. The Board of Trustees, except as in these By Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances, and, unless so authorized by the Board of Trustees, no Officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credits or to render it liable pecuniarily for any purpose or to any amount.

Section 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or such other Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to its credit in such banks, trust companies, or other depositories as the Board of Trustees may select, or as may be selected by any Officer or Officers, agent or agents of the Corporation to whom such power may from time to time be designated by the Board of Trustees, and for the purpose of such deposit, checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned, and delivered by the President or a Vice-President, or the Treasurer or the Secretary or by any Officer, agent, or employee of the Corporation, to whom any of said Officers, or the Board of Trustees, by resolution, shall have delegated such power.

Section 4. General and Special Bank Accounts. The Board of Trustees may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select, and may make such special rules and regulations with respect thereto, as it may deem appropiate0.

ARTICLE VII
Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the Corporation shall be the year ending June 30th.

Section 2. Waiver of Notice. Any Officer or Trustee may at any time waive notice required to be given under these By Laws or by statute, and if any Trustee shall attend any meeting, other than to make objection to any alleged insufficiency of the notice thereof, she/he shall be deemed to have waived notice thereof.

Section 3. Notice. Whenever by these By Laws any written notice is required to be given to any Trustee or Officer, the same may be given unless otherwise required by law and except as hereinbefore otherwise expressly provided, by delivering it personally to him or by mailing or telegraphing at his/her last known post office address or e-mailing it to him/her. Where a notice is mailed or telegraphed, it shall be deemed to have been given at the time it is mailed or telegraphed; when delivered personally or by e-mail, it shall be deemed to have been given when so delivered.

ARTICLE VIII
Amendments

These By Laws may be amended by:

a) A majority vote of those present at any duly called meeting of the Members of the Corporation approving proposals submitted by the Board of Trustees and previously approved by a majority vote of the Trustees at a Board meeting; or
b) Approval by a majority of the total Members of the Corporation, the vote to take place at any meeting held in accordance with Article I of these Bylaws, such meeting to be held after the proposed amendment has been duly submitted to the Board for its consideration at a Board meeting, whether or not such proposed amendment shall have been approved by the Board.

ARTICLE IX
Indemnification

Indemnification of Trustees, Officers and Employees.

Section 1. General: Indemnification of Trustees and Officers.
The Corporation shall, to the fullest extent to which it is empowered to do so by any applicable laws as may from time to time be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a Trustee or Officer of the Corporation, or that such person is or was serving at the request of the Corporation as a trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea to no lo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe his or her conduct was unlawful.

Section 2. Indemnification of Trustees and Officers: Actions By or In the Right of the Corporation.
The Corporation shall, to the fullest extent to which it is empowered to do so by any applicable laws as may from time to time be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in favor of the Corporation by reason of the fact that such person is or was a Trustee or officer of the Corporation, or that such person is or was serving at the request of the Corporation as a trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonable believed to be in, or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matters as to which such person shall be made in respect of any claim, issue or matters as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under Section 1, Section 2 or Section 5 of this Article (unless ordered by a court) shall be made by the Corporation only as authorization in the specific case, upon a determination that indemnification of the Trustee, Officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1,2, or 5 of this Article. Such determination shall be made by (a) the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.

Section 4. Contract with the Corporation. The provisions of this Article IX shall be deemed to be a contract between the Corporation and each Trustee or Officer who serves in any capacity at any time while this Article IX is in effect, and any repeal or modification of this Article IX shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore brought or threatened based in whole or in part upon any such state of facts.

Section 5. Indemnification of Employees and Agents. Persons who are not covered by the foregoing provisions of this Article IX and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Trustees, subject to the same standard of conduct set forth in Sections 1 and 2 of this Article; provided, however, that to the extent that such employee or agent has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which he or she was made a party by reason of the fact that he or she is or was an employee or agent acting in the above described capacity, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify such employee or agent against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

Section 6. Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, Officer, employee, or agent to repay such amount, unless it shall ultimately be determined that such Trustee, Officer, employee, or agent is entitled to be indemnified by the Corporation as authorized by this Article IX.

Section 7. Insurance against Liability. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Trustee, Officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a Trustee, Head, Officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these By Laws.

Section 8. Other Rights of Indemnification. The indemnification provided or permitted by this Article IX shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a Trustee, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

******

ruly submitted to the Board for its consideration at a Board meeting, whether or not such proposed amendment shall have been approved by the Board.

Article IX
Indemnification

Section 1. General: Indemnification of Trustees and Officers.
The Corporation shall, to the fullest extent to which it is empowered to do so by any applicable laws as may from time to time be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a Trustee or Officer of the Corporation, or that such person is or was serving at the request of the Corporation as a trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea to no lo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe his or her conduct was unlawful.

Section 2. Indemnification of Trustees and Officers: Actions By or In the Right of the Corporation.
The Corporation shall, to the fullest extent to which it is empowered to do so by any applicable laws as may from time to time be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in favor of the Corporation by reason of the fact that such person is or was a Trustee or officer of the Corporation, or that such person is or was serving at the request of the Corporation as a trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonable believed to be in, or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matters as to which such person shall be made in respect of any claim, issue or matters as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3. Authorization of Indemnification.
Any indemnification under Section 1, Section 2 or Section 5 of this Article (unless ordered by a court) shall be made by the Corporation only as authorization in the specific case, upon a determination that indemnification of the Trustee, Officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1,2, or 5 of this Article. Such determination shall be made by (a) the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.

Section 4. Contract with the Corporation.
The provisions of this Article IX shall be deemed to be a contract between the Corporation and each Trustee or Officer who serves in any capacity at any time while this Article IX is in effect, and any repeal or modification of this Article IX shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore brought or threatened based in whole or in part upon any such state of facts.

Section 5. Indemnification of Employees and Agents.
Persons who are not covered by the foregoing provisions of this Article IX and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Trustees, subject to the same standard of conduct set forth in Sections 1 and 2 of this Article; provided, however, that to the extent that such employee or agent has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which he or she was made a party by reason of the fact that he or she is or was an employee or agent acting in the above described capacity, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify such employee or agent against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

Section 6. Payment of Expenses in Advance.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, Officer, employee, or agent to repay such amount, unless it shall ultimately be determined that such Trustee, Officer, employee, or agent is entitled to be indemnified by the Corporation as authorized by this Article IX.

Section 7. Insurance against Liability.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a Trustee, Officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a Trustee, Head, Officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these By Laws.

Section 8. Other Rights of Indemnification.
The indemnification provided or permitted by this Article IX shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a Trustee, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.