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Seaford Community Concert Association, Inc. Bylaws

SEAFORD COMMUNITY CONCERT ASSOCIATION, INC.

BY-LAWS

Including cosmetic changes by the board at their 1/20/07 meeting

Adopted February 12, 2007

Article 1
CORPORATION’S PURPOSE; ORGANIZATIONS;
ORGANIZATIONAL POLICIES AND PROCEDURES

 
 
     Section 1.1  Corporation’s Purpose   The purpose of the Seaford Community Concert Association, Inc. (hereinafter Corporation or SCCA) is to enrich the cultural climate Sussex County by providing cultural enrichment of the citizens of Sussex County, Delaware by exposing them to the performing arts; to foster and encourage public appreciation of music and the teaching of music, history of music and appreciation of music in the schools of Sussex County, Delaware; and by other means as may be deemed appropriate consistent with the Articles of Incorporation.
 
Section 1.2  Organizations  To meet the Corporation’s purposes, the Corporation shall support the Seaford Community Concert Association, Inc. (SCCA) as its primary organization. The Corporation may also create and support additional musical organizations consistent with the Corporation’s purposes. Such organizations may be included in the Association by amendment to these By-Laws. 
   
Section 1.3  Organizational Policies and Procedures  Each Organization shall be responsible for its own internal affairs. To this end, each Organization shall develop and adopt a set of Policies and Procedures as appropriate, the provisions of which shall govern the operations of that organization exclusively.  Policies and Procedures shall be filed with the Secretary and shall take effect upon ratification by action of the Board of Directors of the Corporation. However, other than ratification, the Board shall have no other authority with respect to the Policies and Procedures.  The Policies and Procedures for any Organization shall be provided to any Member upon request.

Section 1.4  Organizational Liaisons  The SCCA Board shall appoint a Director to serve as liaison to each Organization. This individual shall be authorized to act on behalf of the Board in discussions with the Organization.

Section 1.5  Organizational Budgeting  Each Organization shall prepare operating income and expense estimates as required by the Corporation for budgeting purposes. There will be an annual financial audit. The board can vote to bypass the audit in any particular year but not for more than three consecutive years.

 

 
Article 2
OFFICES

 
     Section 2.1  Registered Office and Agent  The Corporation shall continuously maintain a registered agent and registered office within the state of Delaware.
 
 
     Section 2.2  Principal Office  The principal office of the Corporation shall be located at such place as determined by its Board of Directors.  
 
     Section 2.3  Additional Offices .  The Corporation may also have offices at such other places as the Board of Directors may from time to time determine and the business of the Corporation may require.
 
  

Article 3
MEMBERS

 
     Section 3.1  One Class of Members  The Corporation shall have one class of Members, as required by the Articles of Incorporation.  
 
    3.1.1  All Members may vote.  
 
    3.1.2  Each Member shall have one vote.
 
    3.1.3  Members shall retain voting rights until their membership terminates.
 
    3.1.4  Members shall be eligible to serve as an officer and/or director or on any committee and shall have the right to elect At-Large Directors; to vote on any matter brought before a meeting of the Members for consideration; and to participate in all activities of the corporation.
 
    3.1.5  Membership in the Corporation shall not be transferable or assignable.
 
 
     Section 3.2  Members  A "Member" shall be any natural person or corporation who makes the required membership fee toward the advancement of the purposes of the Corporation during the then current fiscal year. The required contribution may be made in any of the three ways defined below. Any person qualifying as a Member under more than one subsection of these By-laws shall be regarded as one Member only with one vote only.
 
    3.2.1  Financial Donors: Any natural person eighteen years of age or older or corporation that makes the minimum membership fee during the then fiscal year shall be a Member during that time, in recognition of his/her/its membership fee to the advancement of the purpose of the Corporation.
 
    3.2.1.1  The minimum membership fee to qualify for membership for the fiscal year commencing after the adoption of these By-Laws shall be determined annually by the Board
 
    3.2.1.2  The Board of Directors shall establish the amount of the minimum membership fee for each fiscal year beginning after the date of the promulgation of these By-laws.  The Board of Directors shall do so prior to the beginning of each fiscal year and shall publish notice of that amount in the minutes and, if available, on the Corporation's website
 
    3.2.1.3   If the Board of Directors shall fail to adopt a minimum membership fee prior to the beginning of any fiscal year, the minimum membership fee for that fiscal year shall be the minimum membership fee in effect at the end of the previous fiscal year. 

    3.2.1.4   The amount of the minimum membership fee, once established for a fiscal year, shall not be changed during that fiscal year.
 
    3.2.1.5  Where the minimum membership fee is made jointly by more than one person eighteen years of age or older, the joint contributors shall be considered as a single Member with a single vote.
 
    3.2.1.6  Where the minimum membership fee is made by a corporation, the corporation shall be considered as a single Member with a single vote which may be cast by a  natural person eighteen years of age or older, duly authorized by the corporation to represent the corporation as Member.
 
    3.2.1.7  A person shall become a Member under this subsection as soon as his/her/its name is placed on SCCA’s List of Members.
 
    3.2.1.8  A Membership under this subsection shall terminate automatically at the end of the Fiscal Year during which the minimum membership fee is made.
 
   
     Section 3.3  Maintenance of Corporation’s List of Members   The Secretary shall maintain a list of all Members and the basis of their qualification as Members.  The List of the Members shall be kept reasonably current and shall be available for inspection by any Member at any time during usual business hours at the principal Corporate office.  As required by law, the Secretary shall make available a Definitive List of the Members at least ten days before each meeting of the Members. The definitive list shall be subject to inspection by any Member at any time during usual business hours at the principal Corporate office for a period of ten days prior to the meeting, and also at the time and place of the meeting itself.
 
 
     Section 3.4  Refusal of Membership  Any person or corporation entitled to membership may refuse the membership by notifying the Board of Directors in writing of such refusal.  Such person or corporation’s membership terminates upon receipt of such refusal.
 
 
     Section 3.5  Commencement and Termination of Membership  A Membership shall commence and terminate as provided herein and not necessarily when the Member’s name is added to or removed from the Corporation’s List of Members.
 

Article 4
MEETINGS OF THE MEMBERS

 
     Section 4.1  Annual Meeting of the Members  An annual meeting of the Members shall be held no later than the end of the current fiscal year for the purpose of electing At-Large Directors and for the transaction of such other business as may come before the meeting.
 
    4.1.1  If the election of At-Large Directors shall not be held at the annual meeting, the Board of Directors shall cause the elections to be held at a special meeting of the Members convened as soon thereafter as convenient.
 
    4.1.2  Agenda items for the annual meeting shall be submitted to the Secretary no later than fourteen days before the date of the meeting.
 
 
     Section 4.2  Special Meetings of the Members  Special meetings of the Members may be called by the President, the Board of Directors, or by not less than thirty Members.
 
    4.2.1  The President may call a special meeting of the Members on his or her own motion.
 
    4.2.2  The Board of Directors may, by majority vote, call a special meeting of the Members.
 
    4.2.3  As soon as possible following receipt of a written request for such signed or endorsed by not less than thirty Members, the President shall call a special meeting of the Members.
 
 
     Section 4.3  Time and Place of Annual or Special Meetings  The President shall designate the location for any annual or special meeting of the Members.  The location shall be in Sussex County.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Delaware.
 
     Section 4.4  Notice of Annual or Special Meetings  Written or electronic notice stating the place, day, and hour of any annual or special meeting of the Members shall be provided to each Member not less than fourteen days or more than sixty days before the date of such meeting, by or at the direction of the President or the Secretary.  The purpose or purposes for which the meeting is called shall be stated in the notice.

     4.4.1 Notice shall be deemed to be accomplished when sent to the last address of record, postal or electronic, specified by the member.
 
     4.4.2   A Member who attends a meeting shall be deemed to have had timely and proper notice unless he or she attends for the express purpose of objecting because the meeting is not lawfully called or convened.
 
 
     Section 4.5  Quorum at Meetings of the Members  At the annual meeting of the Members, at least twenty percent of the Members entitled to vote shall constitute a quorum.  If a quorum is not present, a majority of the Members present may adjourn the meeting from time to time without further notice.
 
 
     Section 4.6   Proxies  At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his or her duly authorized attorney-in-fact. A proxy shall only be valid for the specified meeting and its adjournments and shall be counted toward the constitution of a quorum.  Each proxy shall be presented to the Secretary for validation prior to the beginning of the meeting.
 
     Section 4.7  Voting at Meetings  At any meeting of the Members, all Members attending shall be required to present suitable credentials as needed.  
 
    4.7.1  Voting by the Members can take place only at annual or special meetings of the Members.
 
    4.7.2  Only duly registered Members may vote or may make a motion at annual or special meetings of the Members.
 
    4.7.3  Each Member has one vote.
 
    4.7.4  Except as provided elsewhere in these By-laws, a motion requires a simple majority vote in order to pass.
 
 
     Section 4.8  Applicable Rules  Unless otherwise provided in these By-Laws, all meetings of the Members shall follow Robert’s Rules of Order, latest version.
 

Article 5
DIRECTORS

 
     Section 5.1  Powers  The property, affairs, and business of the Corporation shall be managed by its Board of Directors, which shall exercise all such powers of the Corporation and do all such lawful acts and things that are not prohibited by statute, the Articles of Incorporation, or these By-laws.
 
 
     Section 5.2  Number and Qualifications  The Board of Directors shall consist of not less than nine nor more than twenty-one Directors, as may be determined within that range from time to time by resolution of the Board of Directors.  Directors must be natural persons eighteen years of age or older, but need not be residents of the State of Delaware.
 
     5.2.1  The number of Directors for the fiscal year following adoption of these By-Laws shall be an odd number divisible by three between nine and twenty-one
 
    5.2.2  If the Board of Directors determines to increase the number of Directors within that range, the increased number of Directors shall be considered as vacancies and shall be apportioned and filled in accordance with Sec. 5.6.3.
 
    5.2.3  If the Board of Directors determines to decrease the number of Directors within that range, such action shall not affect the current terms of incumbent Directors.
 
    5.2.4  As provided by law, the Board of Directors or the Members may fix or change the number of Directors from time to time, within the minimum and maximum established herein.
 
  
     Section 5.3  Terms, Nomination, and Election of At-Large Directors on the Board of Directors  At-Large Directors shall be elected for a term of three years (except as provided in sec. 5.3.3) or until their successors are elected and qualify in their stead.  
 
    5.3.1  The slate of candidates for the position of At-Large Director prepared by the Nominating Committee may be placed in nomination by a motion to that effect at any meeting at which At-Large Directors may be elected. Other individuals may be placed in nomination with the permission of the nominee by motion at any meeting at which At-Large Directors may be elected.
 
    5.3.2  At-Large Directors shall be elected by vote of the Members at the annual meeting of the Corporation where a quorum is present or at a special meeting of the Members called for such purpose where a quorum is present. Each Member present will select from the final slate of nominees a number of candidates corresponding to the number of At-Large positions to be filled. The votes for all candidates will be tallied and the list of nominees will be sorted according to number of votes received, from greatest to smallest.  The At-Large Directors will be selected proceeding down the sorted list until all the vacant positions are filled. In the event of a tie for the last position, the selection for that position shall be made by a random method chosen and agreed to by the nominees tied for the position.
 
    5.3.3  At the first meeting of the Board of Directors following the adoption of these By-laws, At-Large Directors will be assigned, as nearly as possible in equal numbers, to one of three classes for one, two, or three-year terms.
 
    5.3.4   Following nine consecutive years of service, a director may be re-elected to the Board only after an absence of one year.
 
 
     Section 5.4  Persistence of Director’s Term  As provided by law, despite the expiration of a Director’s term, he or she continues to serve until his or her successor is elected and qualifies, until there is a decrease in the number of directors, or until the director resigns.

     Section 5.5  Vacancies on the Board of Directors Vacancies resulting from the expiration of Directors’ terms shall be filled according to the procedures of Secs. 5.2 or 5.3. However, vacancies created by the resignation or removal of a Director, or by increasing the number of Directors on the Board shall be filled as follows:
 
    5.5.1   If the office of an At-Large Director becomes vacant due to resignation or removal, the Board of Directors shall fill the vacancy.  Such successor will serve the unexpired term of the vacated position.
 
    5.5.2   If the office of an At-Large Director is created by expansion of the Board,  the Board of Directors shall fill the new office.  The term of such new office shall expire at the end of the then current fiscal year.

     Section 5.6  Transactions with Interested Parties  A contract or other transaction between the Corporation and one or more of its Directors, officers, or family members thereof (hereinafter "Interested Party"), or between the Corporation and any other entity, of which entity one or more Directors are also Interested Parties, or in which entity an Interested Party has a financial interest, shall be voidable at the sole election of the Corporation unless all of the following provisions are satisfied:
 
    5.6.1  The Corporation entered into the transaction for its own benefit and consistent with its obligations as a tax exempt entity;
 
    5.6.2  Prior to consummating the transaction, or any part, the Board authorized or approved the transaction, in good faith, by a vote of a majority of the Directors then in office, without counting the vote of the interested Director or Directors, and with knowledge of the material facts concerning the transaction and the Interested Party's interest in the transaction; and
 
    5.6.3  Prior to authorizing or approving the transaction, the Board, in good faith, determined, and has demonstrated through competitive bids, comparable valuations, or other reasonable means, after reasonable investigation and consideration, that the Corporation could not have obtained a more advantageous arrangement, with reasonable effort under the circumstances, and the transaction furthered the Corporation's best interests.
 
    5.6.4  As a further requirement, the transaction, if material, will be fully disclosed in the audited financial statement of the Corporation.
 
    5.6.5  Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction.
 
    5.6.6  Notwithstanding the above, no loan shall be made by the Corporation to Interested Parties, as provided further in sec. 8.4 of these By-laws.
 
 
     Section 5.7  Resignation or Removal of Directors  
 
    5.7.1  Any Director may at any time deliver a written notice of intent to resign to the President of the Corporation which shall be effective upon acceptance by the Board.  
 
    5.7.2  As provided by law, any Director elected by the Members may be removed with or without cause by vote of the Members at a duly-called meeting of the Members.  
 
    5.7.2.1  As provided by law, a Director may be removed only at a duly called meeting, for which the meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed removal of the Director.
 
    5.7.2.2  The removal of a Director without cause shall be without prejudice to his or her contract rights, if any.  The election of a Director shall not of itself create contract rights.
 

Article 6
MEETINGS OF THE BOARD OF DIRECTORS

 
Section 6.1  Notice  Regular and special meetings of the Board of Directors may be held at such time and place either within or outside the state of Delaware as from time to time shall be determined by the Board.  Written or electronic notice stating the place, day, and hour of any annual or special meeting of the Members shall be provided to each Director not less than fourteen days or more than sixty days before the date of such meeting, by or at the direction of the President or the Secretary.  The purpose or purposes for which the meeting is called shall be stated in the notice.  
 
Section 6.2  Waiver of Notice  Whenever any notice of a meeting of the Board is required to be given under the provisions of the statutes or of the Articles of Incorporation, or by these By-laws, a waiver thereof in writing signed by all the persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Attendance at a meeting by a person entitled to notice shall constitute a waiver of proper notice of such meeting, except where attendance is for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
 
Section 6.3  Quorum  A quorum of the Board of Directors shall consist of no fewer than one half of the number of Directors in office immediately before the meeting begins. This quorum shall be necessary and sufficient for the transaction of business. The act of such a quorum of the directors present and voting at a duly constituted meeting of the board shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these By-laws.
 
Section 6.4  Meetings of the Board  Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time whenever called by the President or any three Directors.
 
Section 6.5  Action Without a Meeting  Any action required or permitted to be taken at a meeting of the Board of Directors or by a Committee thereof may be taken without a meeting, provided a written consent setting forth the action so taken is signed by the entire Board or Committee, as the case may be, and is filed with the minutes of proceedings of the Board or the Committee.
 
Section 6.6  Participation by Conference Telephone  Members of the Board of Directors or of any Committee thereof may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other.  Participation by such means shall constitute presence in person at such meeting.  When such a meeting is conducted by means of a conference telephone or similar communications equipment, a written record shall be made of the action taken at such meeting, noting participation of those who were present by means of such communications equipment.
 
  

Article 7
OFFICERS

 
     Section 7.1  Number and Positions  The Officers of the Corporation shall be the President, Vice President, Secretary, Treasurer, Concert Chairman, and Development Director.  The Board may also elect one or more Assistant Secretaries and Assistant Treasurers.  The Board may elect such other Officers and agents as it shall deem necessary, who shall hold their offices for such terms as defined in Section 7.2, and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.  Any two or more offices may be held by the same person, except the same person cannot simultaneously hold the offices of President and Secretary.
 
 
     Section 7.2  Term of Office  The Officers of the Corporation shall be elected annually by the Board of Directors of the Corporation and shall hold office until their successors are chosen and qualify, or until death, resignation, or removal.  If any office becomes vacant for any reason, the vacancy shall be filled for the unexpired portion of the term, by nomination of the president and majority vote of the Board of Directors at a duly convened meeting.  In the case of absence or disability of an Officer of the Corporation, or in any other case that the Board of Directors may deem sufficient reason therefore including failure to carry out specific duties under these By-Laws, the Board of Directors may delegate for the time being any or all of the powers or duties of any Officer to any other Officer, Director, or any other person.
 
 
     Section 7.3  Resignation or Removal  Any Officer may at any time deliver a written notice of intent to resign to the president of the Corporation which shall be effective upon acceptance by the Board.  Any Officer elected or appointed by the Board of Directors may be removed with or without cause by the Board of Directors at a meeting duly called, and as provided by law, by the Members at a duly called annual or special meeting of the Members.  The removal of an Officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an Officer shall not of itself create contract rights.
 
 
     Section 7.4  The President  The President shall be a Director. The President shall, if present, preside at all meetings of the Board of Directors, shall serve ex officio on all Committees established by the Board, and shall perform such duties and assume such responsibilities as from time to time may be assigned from the Board of Directors or prescribed by these By-laws.  The President shall make periodic financial and programmatic reports to the Board of Directors and exercise the general powers and duties of management usually vested in the office of the Chief Executive Officer and President of a corporation.
 
 
     Section 7.5  The Vice President The Vice President shall be a Director. The Vice President shall, in the absence or disability of the President, or upon delegation by the President or Board, perform the duties and exercise the powers of the President, or such of them as may be so delegated.  The Vice President shall also perform such other duties or exercise such powers as the Board of Directors shall prescribe.
 
 
     Section 7.6  The Secretary  The Secretary, or an Assistant Secretary, shall attend all meetings of the Board or the Members and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing Committees when required.  The Secretary shall give, or cause to be given, such notice as is required of all meetings of the Board of Directors or the Members and shall perform such other duties as may be prescribed by the Board of Directors or President.  The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his or her signature or by the signature of the Treasurer or an Assistant Secretary.
 
 
     Section 7.7  Assistant Secretaries  If the Board of Directors elects to fill the position, any Assistant Secretary shall, in the absence or disability of the Secretary or as prescribed by the Board of Directors or President, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Board of Directors shall prescribe.
 
 
     Section 7.8  The Treasurer  Except as the Board of Directors may otherwise determine, the Treasurer shall cause all funds and securities of the Corporation which may come into the Corporation to be delivered to such bank or other financial institutions or depositories as the directors shall designate as a depository, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation.
 
      Section 7.9  Assistant Treasurers  If the Board of Directors elects to fill the position, the Assistant Treasurers in the order of their seniority as a member of the Board shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and perform such other duties as the Board of Directors shall prescribe.

    Section 7.10 Concert Chairman The direct arrangements for the presentation of concerts shall be the responsibility of the Concert Chairman. All correspondence relating to these responsibilities shall be directed to the Concert Chairman.
 
     Section 7.11  Development Director.  The Development Director shall be responsible for fund raising, advertising and public relations, and perform such other duties as the Board of Directors shall prescribe.
 
 

Article 8
COMMITTEES

     Section 8.1  Standing Committees  There shall be two permanent Standing Committees; namely, the Executive Committee and the Nominating Committee as described in Secs. 8.2 and 8.3 below.
 
 
     Section 8.2  The Executive Committee shall be responsible for carrying out the business and activities of the Board between meetings.  The Executive Committee can change, amend, or expand the budget within limits specifically established by the Board. This committee is responsible for the setting the agenda and direction for the Board meetings and activities. All actions by the Executive Committee shall be recorded in minutes and reported to the Board of Directors at the meeting of the Board next succeeding such action.  The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Concert Chair, Development Director. Additional members may be appointed to or removed from the Executive Committee by majority vote of its members.  The President shall serve as the Chairperson at meetings of the Executive Committee, or in his/her absence, such other member as selected by the Committee.
 
 
     8.3  The Nominating Committee is an Advisory Committee per Sec. 8.4.2.  It is responsible for preparing a slate of candidates for the position of At-Large Director as set out herein at Sec. 5.4 and any other purposes designated by the Board of Directors.
 
 
     8.4  Other Committees  The Board of Directors may create and disband other committees as needed.  These committees are of two types: Board Committees and Advisory Committees.
 
    8.4.1  Board Committees.  The Board of Directors of the Corporation, by resolution adopted by a majority of the Directors in office, may create or disband a Board Committee and appoint Directors and a Chairperson to serve on it.  Board Committees shall have such powers and duties as are from time to time prescribed by the Board.  All actions by any Board Committee shall be recorded in minutes and reported to the Board of Directors at the meeting of the Board next succeeding such action.
 
    8.4.2  Advisory Committees.  The Board of Directors may select and appoint individuals to serve on Committees which advise the Board on certain matters.  Such individuals are not required to be Directors or Members of the Corporation.  The advisory committee shall not have delegated authority, but shall serve in an advisory capacity to the Board of Directors or its Committees.  Any persons serving on an advisory committee may be removed by the Board whenever in its judgment the best interests of the Corporation would be served by such removal.
  
 

Article 9
FISCAL MATTERS

 
     Section 9.1  Deposits  The Board of Directors shall select banks, trust companies, or other financial institutions or depositories in which the funds of the Corporation not otherwise employed shall, from time to time, be deposited to the credit of the Corporation.
 
 
     Section 9.2  Checks  All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.
 
 
     Section 9.3  Fiscal Years  The fiscal year of the Corporation shall commence on July 1st and shall terminate on the following June 30th.
 
 
     Section 9.4  Loans to Directors and Officers Prohibited  No loans shall be made by the Corporation to any of its Directors or Officers.  Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan plus interest, plus collection expenses until it is repaid.
 
 
     Section 9.5  Contracts  The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific instances.
 
 
     Section 9.6  Gifts and Contributions  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.  However, no gift or grant will be accepted if it contains material conditions which would restrict or violate any of the exempt purposes of the Corporation or if it would require serving a private as opposed to public interest.
 
 
     Section 9.7  Endowments .  The Board of Directors may establish on behalf of the Corporation any endowments for the general purposes or for any special purpose of the Corporation.
 
     Section 9.8  Real Estate Transactions  The Board of Directors must approve the purchase, sale, mortgage, or lease of real property by the Corporation, by a majority vote of the Directors present at a                      duly convened meeting.
 
      Section 9.9  Founders’ Fund  The Founders’ Fund is a repository for SCCA funds and securities set aside from ordinary operating funds. Any disbursements from the Founders’ Fund must be                                 considered and approved by the Board of Directors.
 
 
     Section 9.10  Founders’ Fund Director  The Board of Directors of the Corporation shall appoint a Founders’ Fund Director. The Founders’ Fund Director will be responsible for care and custody of all funds and securities of the Founders’ Fund; receive and give receipts for the moneys received by the Founders’ Fund from any source whatsoever, maintain a duplicate record of all transactions, and deposit all moneys in the name of the Corporation in such banks, investment companies, or other depositories as shall be selected in accordance with Article 9 of these By-laws; and in general perform all the duties incident to manager of the Founders’ Fund and such other duties related to the management of the Fund as from time to time may be assigned by the President of the Corporation.  The Founders’ Fund Director will report directly to the Board of Directors, independent of the Executive Committee.   If required by the Board, the Founders’ Fund Director shall give a bond, at the expense of the Corporation, for the faithful discharge of his or her duties in such sum and with such surety as the Board of Directors shall determine.  The Founders’ Fund Director is not an Officer of the Corporation, but should be a member of the Board.
  
  

Article 10
INDEMNIFICATION

 
     Section 10.1. In this Article:
 
    “Applicant” means the person seeking indemnification pursuant to this Article.
 
    “Director” means an individual who is or was a Director of the Corporation or an individual who, while a Director of the Corporation, is or was serving at the Corporation’s request as a Director, Officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.  A Director is considered to be serving an employee benefit plan at the Corporation’s request if his or her duties to the Corporation also impose duties on, or otherwise involve services by him or her to the plan or to participants in or beneficiaries of the plan.  “Director” includes, unless the context requires otherwise, the estate or personal representative of a Director.
 
    “Expenses” includes legal fees.
 
    “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to any employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
 
    “Official capacity” means (i) when used with respect to a Director, the office of Director in the Corporation; or (ii) when used with respect to an individual other than a Director, as contemplated by the Delaware Corporation Law, the office in the Corporation held by the Officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation.  “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise.
 
    “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
 
    “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal administrative, or investigative and whether formal or informal.
 
     Section 10.2 .  The Corporation shall indemnify any person who was or is a party to any proceeding, including a proceeding by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he or she is or was a Director, or Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, partner or Officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise proceeding if (i) he or she conducted him or herself in good faith, (ii) he or she believed, in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the best interests of the Corporation, and in all other cases, that his or her conduct was at least not opposed to the best interests of the Corporation, and, in the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful, and (iii) he or she was not guilty of gross negligence or willful misconduct.  A person’s conduct with respect to an employee benefit plan for a purpose he or she believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfied the requirement of this section.
 
 
     Section 10.3.  The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere is not of itself, determinative that the applicant did not meet the standard of conduct described in Section 10.2 of this Article.
 
 
     Section 10.4.  Notwithstanding the provisions of Section 10.2 of this Article, no indemnification shall be made in connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation or in any proceeding charging the applicant with improper personal benefit to him or herself, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her.
 
 
     Section 10.5.  To the extent that the applicant has been successful on the merits or otherwise in defense of any proceeding referred to in Section 10.2 of this Article, or in defense of any claim, issue or matter therein he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith.
 
 
     Section 10.6  Determination of Permissibility of Indemnification  Any indemnification under Section 10.2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is permissible in the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.2 and 10.4.
 
    The determination shall be made:
 
    10.6.1  By the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding; or
 
    10.6.2  If a quorum cannot be obtained under sec. 10.6.1 of this section, by majority vote of a Committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding; or
 
    10.6.3  Either by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in sec. 10.6.1 or 10.6.2 of this section; or, if a quorum of the Board of Directors cannot be obtained under sec. 10.6.1 of this section and a committee cannot be designated under sec. 10.6.2 of this section, by special legal counsel selected by majority vote of the full Board of Directors, in which selection Directors who are parties may participate.
 
 
     Sec. 10.7  Authorization of Indemnification and Evaluation as to Reasonableness of Expenses  Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under sec. 10.6.3 to select counsel.
 
 
     Section 10.8  Payment For or Reimbursement of Reasonable Expenses  
 
    10.8.1  The Corporation may pay for or reimburse the reasonable expenses incurred by an applicant who is a party to a proceeding in advance of final disposition of the proceeding if:
 
    10.8.1.1  The applicant furnishes the Corporation a written statement of his or her good faith belief that he or she has met the standard of conduct described in 10.2 and 10.4;
 
    10.8.1.2  The applicant furnishes the Corporation a written undertaking executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did into meet the standard of conduct; and
 
    10.8.1.3  A determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.
 
    10.8.2  The undertaking required by paragraph 10.8.1.2 of this section shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.
 
    10.8.3  Determination and authorization of payments under this section shall be made in the manner specified in section 10.6.
 
 
     Section 10.9  Insurance  The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of an individual who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising out of his or her status as Director, Officer, employee, or agent, whether or not the Corporation would have power to indemnify him or her against the same liability under the provisions of this Article.
 
     Section 10.10  Every reference herein to Directors, Officers, employees, or agents shall include former Directors, Officers, employees, and agents and their respective heirs, executors, and administrators.  The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues, or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article.
 
 
 

Article 11
LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS

 
    In any proceeding brought by or in the right of the Corporation against an Officer or Director who receives compensation for his or her services as such, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the Officer or Director from the Corporation during the twelve months immediately preceding the act or omission for which liability was imposed.  An Officer or Director who serves without compensation for his or her services shall not be liable for damages in any such proceeding.
  
 

 Article 12
AMENDMENT OF CERTIFICATE OF INCORPORATION

 
     Section 12.1  Amendments to the Corporation’s Certificate of Incorporation  The Board of Directors may propose one or more amendments to the Certificate of Incorporation for submission to the Members.
 
    12.1.1  For the amendment to be adopted:
 
    12.1.1.1  The Board of Directors shall recommend the amendment to the Members unless the Board of Directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the Members with the amendment; and
 
    12.1.1.2  The Members entitled to vote on the amendment shall approve the amendment in accordance with sec. 12.1.4 herein.
 
    12.1.2  The Board of Directors may condition its submission of the proposed amendment on any basis.
 
    12.1.3  The President shall notify each Member entitled to vote of the Members’ meeting.  The notice of meeting shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.
 
    12.1.4  Unless the Board of Directors requires a greater vote, the amendment to be adopted shall be approved by more than two-thirds of all votes cast on the amendment by Members at a meeting at which a quorum of Members exist.
 
 
     Section 12.4  Action Following Approval of Proposed Amendments by Members  If approved by the Members as set out above, the Secretary shall cause the Certificate of Incorporation to be amended, shall notify the Internal Revenue Service, shall file the amendment with the State Corporation Department in accordance with Delaware Law.  The Amendment to the Certificate of Incorporation shall become effective immediately upon approval by the Members.
 

Article 13
AMENDMENTS TO THE CORPORATION’S BYLAWS

 
     Section 13.1  These By-laws Not to Be Repealed or Amended by the Board of Directors  These By-laws may not be amended or repealed by the Board of Directors.  
 
 
     Section 13.2  Amendments to the Corporation’s By-Laws  Proposed amendments to these By-laws may be adopted only by a two thirds vote of all Members present at an annual or special meeting of the Members called for the purpose of amending the By-laws.
 
 
     Section 13.3  Submission of Proposed Amendments to the President  Proposed amendments to the By-laws may be made to the President by the Board of Directors or by written submission endorsed by no less than twenty Members.
 
    13.3.1  Upon approval by the Board of Directors of a resolution proposing amendments to the By-laws, or upon receipt by him or her of a written submission endorsed by no less than twenty Members proposing amendments to the By-laws, the President shall schedule a meeting of the Members to consider the proposed amendments.
 
    13.3.2  The President may either schedule a special meeting of the Members to consider the proposed amendment or, if the matter will not thereby be unduly delayed, hold the proposed amendment for consideration at the next annual meeting of the Members.
 
 
     Section 13.4  Notice of Proposed Amendments to the Members  The President shall cause any proposed amendment to be published and made available to all Members not less than two weeks prior to the meeting of the Members where the proposed amendment will be considered.  
 
    13.4.1  The President shall notify each Member entitled to vote of the Members’ meeting.  The notice of meeting shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment to the Corporation’s By-laws and contain or be accompanied by a copy of the proposed amendment.
 
 
     Section 13.5  Action Following Approval of Proposed Amendments by Members  If approved by the Members as set out above, the Secretary shall cause the By-laws to be amended,  shall notify the State Corporation Department and Internal Revenue Service, if such notice is deemed required by the corporation General Counsel  The amended By-laws shall become effective immediately upon approval by the Members.
 
 

Article 14
CORPORATE SEAL

     Section 14.1  Corporate Seal  The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware, 2006."