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The following supporting documentation for my
article Do you blindly trust the MRF?
and A Proposed MRF Solution.
The MRF Bylaws are reprinted and provided for informational
purposes only. This document was provided by the Secretary of
the MRF on 13 Mar 2006 at 23:50:30 -0700 to a member of the
MRF. ~FF
BY-LAWS: Motorcycle Riders Foundation, Inc. September
2005
I. NAME:
The organization shall be known as the Motorcycle
Riders Foundation, Inc., hereinafter referred to as the MRF.
II. PURPOSE:
To be an independent national advocate for the
advancement of motorcycling and the lifestyle associated therewith
and in furtherance thereof:
- To act as an advocate before state and national legislative,
executive, judicial bodies and with private entities regarding
issues affecting motorcyclists or motorcycling.
- To provide education for the effective operation, formation
and functioning of state motorcyclists' rights organizations.
- To alert individuals and group members to governmental
acts, taken or proposed, perceived to be contrary to the
interests of motorcycling or motorcyclists.
- To promote freedom of the road, brotherhood, sisterhood
and the freedom of lifestyle for motorcyclists.
- To maintain a voice for motorcyclists with all branches
of the federal government by maintaining a presence in Washington,
D.C.
- To inform the membership and others interested of the
positions of those running for or in public office regarding
issues important to motorcycles and motorcyclists to recommend
their election or defeat.
- To act as a clearinghouse for motorcyclists' rights information.
- To coordinate and facilitate various seminars and events
to aid in the exchange of information and training of national
and state motorcyclists' rights activists.
III. POWERS:
In carrying out the purposes as stated in Article
II herein, the MRF may employ staff, contract for services,
provide lobbyists, exercise all powers conferred upon corporations
formed under the District of Columbia Non-Profit Corporation
Act in order to accomplish its' purposes; including but not
limited to the power to accept donations of money or property,
whether real or personal, or interests therein, wherever situated,
and exercise any powers necessary to engage in lawful activities
and efforts that may reasonably be intended or expected to promote
and advance the purpose of the corporation.
IV. PROHIBITED ACTIVITIES:
The corporation shall not endorse any products
or services other than its product line.
V. STOCK:
The corporation is organized on a non-stock basis
and shall not issue stock.
VI. MEMBERSHIP IN THE MRF:
- Individual: Any person who supports freedom of choice
and the lack of unnecessary restrictions on motorcycling
shall be eligible for membership upon completion of an application
and payment of dues as prescribed by the Board of Directors.
Membership shall also be open to organizations and other
entities as prescribed by the Board.
- Joint: Two individuals living in the same household,
and who meet the criteria for membership established in
Article VI, Section A of these By-Laws, shall be eligible
for Joint Membership upon completion of an application and
payment of dues as prescribed by the Board of Directors.
- Sustaining Membership: Qualifications shall be in accordance
with the policy as set by the Board of Directors.
- Lifetime Membership: Lifetime Membership to the MRF shall
be granted to individuals who have demonstrated a total
dedication to the MRF and its goals. The following procedure
must be met to grant lifetime membership:
- A current Board member must file notice of intent on
the agenda of a Board meeting.
- A motion for lifetime membership of any individual must
be made by a current Board member.
- Once made and seconded, this motion must pass the Board
by a 3/4 vote of those people then attending the meeting.
Dues for the various memberships and other qualifications
shall be fixed from time-to-time as the Board of Directors chooses.
VII. BOARD OF DIRECTORS:
The MRF Board of Directors shall be composed
of the officers, eight (8). Administrative Board Members and
six (6) At-Large Members as follows:
The Officers of the corporation shall be the
President, Vice-President, Vice-President of Government Affairs,
Secretary and Treasurer. Their responsibilities shall be as
follows:
- President: The President of the Board shall be the chief
executive officer of the corporation. He or she shall preside
over all meetings of the Board of Directors, and subject
to the approval of the Board of Directors, shall direct
the policies and management of the corporation. The President
shall make an annual report on the work of the MRF in the
past year which shall be presented at the annual meeting.
The President shall discharge all the duties inherent to
a presiding officer and perform such other duties as from
time-to-time may be assigned by the Board of Directors or
as prescribed by law or by these By-Laws. The President
shall ensure all books, reports and certificates as required
are appropriately kept on file; he or she shall appoint
all committees, temporary or permanent. The President shall
set the agenda, meeting place, date and time of all Board
of Directors meetings unless a special meeting is called
by the membership of the Board as provided herein.
- Vice-President: The Vice-President shall be a Board Member
who shall serve in the roll of President in the President's
absence at a meeting or if the office of the President becomes
vacant. In the case of vacancy in the office of the President,
the Vice-President shall serve as President until the next
regularly scheduled meeting or until a successor is elected.
The duties of the office of Vice-President shall be in addition
to any other duties the Vice-President shall have pursuant
to these By-Laws by virtue of his or her holding other office.
- Vice-President of Government Relations: The Vice-President
of Government Relations shall be responsible to inform and
coordinate action with regard to legislation, executive
action or judicial decisions affecting motorcyclists on
the state and national level. He or she will work directly
with any contracted or employed lobbyist or individual working
on behalf of or in the interests of the MRF. It shall be
his or her responsibility to serve as a liaison with the
state motorcyclists' rights organizations with respect to
political or technical advisors and speakers available through
the MRF. It shall be his or her responsibility to coordinate
with the Director of Communication and Information informational
flow to ensure timely press releases, brochures and proper
political content of all MRF publications. All legislative
matters shall be coordinated by him or her to ensure consistent
and professional standards. The Vice-President shall also
exercise all other duties and responsibilities as deemed
necessary by the President and/or Board of Directors in
carrying out these functions.
- Secretary: The Secretary shall be responsible to ensure
the historical documentation, appropriateness and timeliness
of all written procedures. It shall be his or her responsibility
to gather an agenda and notify Board members after coordinating
with the President, of meeting times, dates and locations.
It shall be the responsibility of the Secretary to determine
what members are present at all Board meetings and to maintain
minutes. The Secretary will review Board minutes for content
and provide copies to all Board members. The Secretary will
also prepare a report on Board meetings and author such
reports as necessary to be included in MRF publications
following Board meetings to inform the general membership
and public as to Board actions. It shall be the duty of
the Secretary to file certifications required by statute,
federal or state. He or she shall serve all notices to Board
members and exercise all other duties and responsibilities
as deemed necessary by the President or Board of Directors.
- Treasurer: The Treasurer shall maintain a correct and
complete record of such accounts showing at all times the
financial condition of the Corporation. The Treasurer shall
be the legal custodian of all the monies, notes, securities
and other valuables which may from time-to-time come into
the possession of the MRF. The Treasurer shall immediately
deposit all funds of the MRF in a bank or other depository
to be designated by the Board, shall keep such bank accounts
in the name of the MRF. Financial reports shall be supplied
to the Board on a bi-monthly basis and be printed in MRF
publications so as to inform the membership and general
public as to the MRF's financial condition. The Treasurer
shall ensure an independent audit is performed as directed
by the Board of Directors and shall exercise all other duties
and responsibilities as deemed necessary by the President
and Board of Directors.
- Elections and Terms of Office: Officers shall serve a
term of two (2) years. All members of the Board of Directors,
except those nominated for the office to be voted on, shall
be eligible to vote on a nominee for an office. Officers
shall assume the office to which they are elected at the
conclusion of the Meeting of The Minds where said election
was held.
- Administrative Board Members: There shall be eight (8)
Administrative Board Members who, in addition to those responsibilities
normally assigned Board members, shall have those responsibilities
delineated herein:
- Director of Product and Procurement: The Director of
Product and Procurement shall be responsible for all products
(tangible) to be sold by the MRF. It shall be his or her
responsibility to solicit and procure bids for products
so as to ensure an open and competitive bidding process
for all purchases by the MRF. He or she shall organize and
coordinate with other members of the Board of Directors
the activities of the MRF as they relate to product sales
and development. Further, he or she shall perform other
specific duties relating to product and procurement as assigned
by the President or deemed necessary by the Board of Directors.
- Director of Communications and Information: The Director
of Communications and Information shall have the responsibility
to coordinate and prepare all MRF publications including
regular reports, brochures, and press releases. He or she
shall develop an ongoing liaison with trade magazines. Other
public relations, advertising and media contracts may be
assigned at the discretion of the President or the full
Board of Directors.
- Director of Conferences: The Director of Conferences
shall coordinate all conferences sponsored by the MRF; including
securing location, recruit speakers, security, food/beverage,
advertising & sponsors and report to the Board of Directors
the scheduled conferences and agenda when these items become
available. All other duties and responsibilities deemed
necessary by the President and/or the Board of Directors
in carrying out this function shall also be delegated to
the Director.
- Director of State Representative Program: It shall be
the responsibility of the Director of the State Representative
Program to recruit, screen and recommend to the President
any MRF state representatives. This position will coordinate
with Board of Directors and Officers of the MRF any function
that may involve the state representative. The Director
will communicate with representatives on a regular basis
in writing and update the MRF news and/or policy. The Director
will ensure all representatives reports and requests are
filed in a timely matter. All forms and materials distributed
to, for or by the state representatives will be coordinated
and approved by this Director. He or she will serve as a
primary liaison with the state motorcyclists' rights organizations
and shall exercise all other duties and responsibilities
deemed necessary by the President and/or Board of Directors
pursuant to that liaison.
- Director of Marketing: The Director of Marketing shall
develop, update and implement the corporate marketing program.
All forms, applications and procedures that apply to corporate
marketing shall be developed and presented to the Board
of Directors by him or her. In furtherance thereof he or
she shall exercise all other duties and responsibilities
deemed necessary by the President and/or the Board of Directors.
- Director of Member Relations: The Director of Member
Relations shall be responsible for the coordination of all
general membership issues, i.e., problems, membership drives
and accountability. This Director shall oversee the membership
operation of the MRF to ensure quality control and consistency.
All supplies and logistical requirements as they relate
to membership must be coordinated together with the Director
of Products and Procurement. He or she shall further exercise
all duties and responsibilities deemed necessary by the
President and/or the Board of Directors.
- Director of Motorcycle Safety Office: the Director of
Motorcycle Safety Office shall be responsible for the coordination
of all programs and issues pertaining to motorcycle safety
training as they relate to the MRF. It shall be his or her
responsibility to represent the MRF with individuals, agencies,
businesses and organizations who are involved in motorcycle
rider safety training, and to report the outcome of such
representation to the Board of Directors. He or she shall
further exercise all other duties and responsibilities as
deemed necessary by the President and/or Board of Directors.
- Director of MRFPAC: the Director shall monitor spending
of the PAC, file all required documents with the FEC and
Chair the MRFPAC Committee.
- Election of Administrative Board Members: The Administrative
Board Members shall be recruited, nominated and confirmed
by a vote of the entire Board of Directors. This procedure
shall be used to ensure continuity and the specialized skills
needed to be Administrative Board Members. All members of
the Board of Directors, except those nominated for the office
to be voted on, shall be eligible to vote on a nominee for
a position as an Administrative Board Member.
- Term of Office: The Administrative Board Members shall
serve a term of two (2) years. Administrative Board Members
shall assume the office to which they are elected at the
conclusion of Meeting of The Minds where said election was
held.
- At-Large Board of Director Members: There shall be six
(6) At-Large Members of the Board of Directors. The At-Large
Members shall be elected as follows:
- Member Representative Board Members: There shall be two
(2) member representatives, elected and announced at the
annual meeting by the membership then attending and/or by
mail ballot in a procedure developed by the Elections Committee
and certified by the Board of Directors. The Board of Directors
shall nominate no less than two (2) persons for any such
position, additional nominations may be received by Petition
of fifty (50) then active members of the MRF. Anyone nominated
for such a position must have been a member in good standing
of the MRF for at least one year prior to the date of their
election.
- State Representative Board Members: There shall be two
(2) state representative board members who shall be elected
by the state representatives either in writing or at the
annual meeting in a procedure established by the Election
Committee and approved by the Board of Directors. Any person
to be eligible for such a position must have been a state
representative for one year prior to the date that they
assume office.
- Supporting State Motorcyclists’
Rights Organizations Board Members: There shall be two (2)
at large board members elected by the state motorcyclists’
organizations which have requested recognition and fulfilled
the requirements of a supporting state motorcyclists’
organization as specified herein. Each supporting state
motorcyclists’ rights organization shall have one
vote for each position which shall be cast by its highest
elected officer. Any organization open to membership on
a statewide basis may choose to participate in the election
of Supporting State Motorcyclists’ Rights Organizations
Board Members. State Organizations wishing to do so must
meet the following qualifications: (A) Having previously
been recognized by the MRF as a supporting SMRO, or (B)
Having existed as a viable functioning entity for at least
two years prior to the time of voting; be in support of
the MRF’s purposes and be a sustaining member of the
MRF for the year in which they choose to vote. If the MRF
BOD questions the status of a viable functioning entity
for at least two years, articles of incorporation shall
suffice. Recognition once given may be withdrawn only by
¾ votes of the members of the Board of Directors
and after notice to the SMRO that the Board of Directors
will be considering withdrawing such recognition together
with an opportunity to be heard.
- Term of Office: At-Large membership terms shall be for
a period of two (2) years. At-Large Members shall assume
the office to which they are elected at the time of their
election, except when an election is held in conjunction
with the Meeting of The Minds in which case the elected
party shall assume office at the conclusion of the Meeting
of The Minds where said election was held.
- Conduct of Election for At-Large Members: The procedure
and timetable for election of At-Large Members shall be
in a manner determined by the Election Committee which shall
be composed of the Director of State Representatives, the
Treasurer and other persons appointed by the President.
The At-Large Members shall be elected on alternating years
for the 2 Member Representatives, 2 State Representatives
and 2 SSMRO Representatives. The Director of State Representatives
will serve as the Election Committee Chair. The Election
Committee shall report to the Board of Directors at the
annual meeting. Any dispute concerning the manner in which
an election was conducted or the calculation of result as
determined by the Election Committee must be raised by a
contesting party immediately at the time of the report to
the Board. Otherwise, the Board shall accept the report
of the Election Committee as final.
- Board of Directors Voting
Rights and Quorum:
- Each member of the Board shall be entitled to one vote
on each matter submitted with the exception of the President
who shall only vote in case of ties. No proxy votes shall
be permitted.
- Quorum: A quorum shall consist of two-thirds (2/3) of
the then qualified members of the Board of Directors.
- Termination of Membership in the MRF or on the Board
of Directors: A member of the Board of Directors or the
MRF (no matter what class of membership) may be suspended
or expelled for cause by a vote of not less than 3/4 of
the then qualified members of the Board of Directors. Notice
of such vote shall be provided by certified and regular
mailing fourteen (14) days prior to the meeting. Such notice
shall detail in writing the charges against the board member
or member of the MRF on whom the vote is to be taken. The
member shall be given opportunity to be heard, either publicly
or in an executive session as that member so chooses, at
the meeting prior to any vote.
- Resignation: Any member of the Board of Directors may
resign by filing a written resignation with the President.
- Annual Meeting: The annual meeting of the Board of Directors
shall be held during the month of September in conjunction
with the annual membership meeting. It shall be held at
a time and place determined by the President for the purpose
of election of officers and transacting such other business
as may come before the Board.
- Expenses of Board Members: The MRF shall reimburse reasonable
travel and lodging expenses of officers and members of the
Board of Directors as described herein: Officers and members
of the Board of Directors must obtain the approval of the
President and Treasurer prior to incurring the expense.
Every effort shall be made by the party seeking reimbursement
to obtain the lowest rates for travel and lodging. Requests
for reimbursement shall be submitted to the Washington,
D.C. office of the MRF on a standardized form no later than
sixty (60) days after the expenses were incurred. At each
meeting of the Board of Directors, the Treasurer shall present
a detailed report regarding the specific expenses reimbursed,
and designating the party receiving the reimbursement, the
purpose of the expense, the specific amount paid and the
year to date total for that party. In no case shall any
expenses for entertainment or alcoholic beverages be reimbursed,
nor shall the amounts spent exceed the amount budgeted for
the officer or member of the Board of Directors in question.
- Board Meetings: The Board of Directors shall meet at
least three times a year including the annual meeting. The
meetings shall be at times and places determined by the
President and publicized in a manner so as to alert all
members and state leaders of the meeting. All meetings shall
be open to the general public except as to business necessary
to be kept from the general public or personnel matters
as determined by a majority of the Board to necessitate
an Executive Session. Special meetings of the Board of Directors
shall be held whenever called by at least eight (8) of the
members of the Board of Directors. Notice of each such meeting
shall be given to each Director by telephone or in writing
at least seven (7) days prior to the meeting. Only those
matters contained in the notice of the special meeting may
be acted upon at the meeting, and no additions to the agenda
shall be permitted. One or more persons may participate
in a meeting of the Board of Directors or of a Committee
of the Board of Directors by means of conference telephone
or similar communications equipment by means of which all
persons participating can hear each other. Participation
in a meeting pursuant to this section shall constitute presence
and person at that meeting.
- Attendance At Meetings: Any member of the Board of Directors
who misses two (2) Consecutive meetings (without prior approval
of the President) may be removed from Office by a vote of
not less than 3/4 of the members present at the next meeting
after Notice provided herein. Any member in danger of being
removed shall be notified prior thereto by the Secretary
in writing.
- Notice of Regular Meetings: Written notice of regular
meetings stating the place, day and hour of each Board meeting
shall be mailed or e-mailed to each member of the Board
not less than forty-five(45) days prior to the date of such
meeting.
- Agenda at Meetings: All meetings shall be conducted in
accordance with a written agenda. Only those items included
in the agenda shall be discussed. It shall take a 3/4 vote
by the members of the Board of Directors present to add
any item to a current agenda. All business on the agenda
will be conducted by the Board. The agenda shall be mailed
within fourteen (14) days of the date of the meeting and
items requested to be on the agenda must be submitted to
the Secretary not less than twenty-one (21) days prior to
any regularly scheduled meeting.
- Conduct Of Meeting:
- Business will be conducted at meetings by a simple majority
vote of those present and voting, provided a quorum is present.
- Rules of Order: Rules of Order shall be established by
the Board of Directors and it is the primary responsibility
of the President to adhere to such rules.
- Management of the business, property and affairs of the
MRF shall be by the Board of Directors.
- Vacancies on The Board of Directors: Any vacancy on the
Board of Directors shall be filled by a majority vote of
the current members of the Board of Directors. The President
shall cause such a vote to be taken either at a regular
meeting or by e-mail vote online, or by mail or telephone.
This vote should be taken 120 days of the office becoming
vacant. All current members of the Board of Directors shall
be contacted by the President prior to said voting being
taken and given the opportunity to make nominations to fill
said vacancy. Any Board of Director member appointed to
fill an office due to a vacancy shall hold said office until
the next regular election for the position being filled
VIII. STATE REPRESENTATIVE
PROGRAM The State Representative Program shall be coordinated
by the Director of the State Representative Program. The goal
of the State Representatives shall be to increase communications
between the MRF and the states motorcyclists' rights organizations
and to recruit members for the MRF. All representative candidates
should be approved by the state motorcyclists' rights organization
in the state where the proposed representative resides. The
state representative term of office shall be one (1) year, but
the representative shall serve until a new representative is
appointed, and there shall be no limit on the number of consecutive
terms to which a representative may be appointed. The state
representatives are responsible to establish membership booths
at events throughout their state such as motorcyclists' rights
organization meetings, bike shows, motorcycle product shows
and swap meets. The representative shall be responsible to MRF
members' requests for services by forwarding the requests to
the appropriate MRF officer. They shall forward all membership
applications and money to the MRF and file bi-monthly reports
with the Director of the State Representative Program. The number
of state representatives per state shall be recommended by the
Director of the State Representative Program to the President
and approved by the Board of Directors
IX. RETIRED OFFICERS OF THE BOARD OF DIRECTORS:
Retired Officers of the Board of Directors may
be retained by the Board as ex-officio because of their past
contributions to the MRF. The President may delegate to the
ex-officio various duties of work on committees. Officers ex-officio
may attend any meeting of the Board with a voice but no vote
except when they have been placed on a committee or assigned
a duty where they shall have voting rights. Ex-officio shall
be elected at each September meeting of the Board of Directors.
X. LIMITATION OF PERSONAL LIABILITY OF DIRECTORS:
INDEMIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES:
The term "director" as used herein
includes "officers" and all other Board members.
A. Limitation of Personal Liability of Directors:
A director of the corporation shall not be personally liable
for monetary damages as such for an action taken, or any failure
to take any action unless:
- The director has breached or failed to perform the duties
of his or her office as defined in Standard Of Care And
Justifiable Reliance below; and
- The breach or failure to perform constitutes self dealing,
willful misconduct or recklessness.
The provisions of this Section shall not apply
to a.) the responsibility or liability of a director pursuant
to any criminal statute; or b) the liability of the director
for the payment of taxes pursuant to local, state or federal
law.
B. Standard of Care and Justifiable Reliance:
- A director of the corporation shall stand in a fiduciary
relationship to the corporation, and shall perform his or
her duties as a director, including his or her duties as
a member of any committee of the Board upon which he or
she may serve, in good faith, in a manner he or she reasonably
believes to be in the best interests of the corporation,
and with such care, including reasonable inquiry, skill
and diligence, as a person of ordinary prudence would use
under similar circumstances. In performing his or her duties,
a director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented
by any of the following:
- One or more officers or employees of the corporation
whom the director reasonably believes to be reliable and
competent in the matters presented;
- Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the
professional or expert competence of such person;
- A committee of the Board upon which he or she does not
serve, duly designated in accordance with law, as to matters
within its designated authority, which committee the director
reasonably believes to merit confidence.
A director shall not be considered to be acting
in good faith if he or she has knowledge concerning the matter
in question that would cause his or her reliance to be unwarranted.
- In discharging the duties of their respective positions,
the Board, committees of the Board and individual directors
may, in considering the best interests of the corporation,
consider the effects of any action upon employees, upon
persons with whom the corporation has business and other
relations and upon communities which the offices or other
establishments of or related to the corporation are located,
and all other pertinent factors. The consideration of those
factors shall not constitute a violation of subsection A
of this section.
- Absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure
to take any action shall be presumed to be in the best interests
of the corporation.
Indemnification of Third Party Proceedings: The
corporation shall 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 action by or in
the right of the corporation) by reason of the fact that he
or she is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative
of another corporation, partnership, joint venture, trust, or
other enterprise against expenses (including attorney's fees),
judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner 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 conduct was
unlawful. The termination of any action, suit or proceeding
by judgement, order settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not of itself create
a presumption that the person did not act in good faith and
in a manner which 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 reasonable
cause to believe that his or her conduct was unlawful.
D. Indemnification of Derivative Actions: The
corporation shall 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 judgement in its favor by reason of the fact that
he or she is or was a representative of the corporation, or
is or was serving at the request of the corporation as a representative
of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney's fees)
actually and reasonably incurred in connection with the defense
of settlement of such action or suit if he or she 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
except that no indemnification shall be made in respect of any
claim, issue or matter 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 which the court shall deem proper.
E. Mandatory Indemnification: Notwithstanding
any contrary provision of the articles or these by-laws, to
the extent that a representative of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in either Indemnification In
Third Party Proceedings or Indemnification In Derivative Actions
above, he or she shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him or
her in connection therewith.
F. Determination Of Entitlement To Indemnification:
Unless ordered by a court, any indemnification under Indemnification
In Third Party Proceedings or Indemnification In Derivative
Actions above shall be made by the corporation only as authorized
in the specific case upon determination that indemnification
of the representative is proper in the circumstances because
he or she has met the applicable standard of conduct set forth
in such paragraph. Such determination shall be made:
- By the Board by a majority vote of a quorum consisting
of directors who were not party to such action, suit or
proceeding; or
- If such a quorum is not obtainable, or, even if obtainable,
a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion.
G. Advancing Expenses: 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 in a specific
case upon receipt of an undertaking by or on behalf of the representative
to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as
authorized in paragraphs 1 through 3 above.
H. Indemnification Of Former Representatives:
Each such indemnity may continue as to a person who has ceased
to be a representative of the corporation and may inure to the
benefit of heirs, executors and administrators of such person.
I. Insurance: The corporation shall have the
power to purchase and maintain insurance on behalf of any person
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, 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 capacity or arising out of such person's status
as such, whether or not the corporation would otherwise have
the power to indemnify such person against such liability.
J. Reliance on Provisions: Each person who shall
act as an authorized representative of the corporation shall
be deemed to be doing so in reliance upon the rights of indemnification
provided by this article.
XI. NON-DISCRIMINATION:
The MRF shall not discriminate in the employment,
granting of benefits, membership or in any other manner against
any individual due to their race, creed, sex national origin,
lifestyle or manner of dress.
XII. DISSOLUTION:
Should the corporation be dissolved, after paying
bills, the remaining assets of the corporation shall be disposed
of in accordance with its tax status, the laws of the United
States of America and regulations of the Internal Revenue Service
as promulgated thereunder.
XIII. AMENDMENTS:
These articles may be amended only by a 3/4 vote
of the total number of the Board of Directors then qualified
to vote and after thirty (30) days written notice and publicized
in the then MRF publication for its general membership prior
to any meeting requesting amendment of the By-Laws, which notice
shall contain the specific language showing the proposed By-Law
amendment.
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