Amended Bylaws, Final, April 2016 - page 9

Amended April, 2016
Page 9
with activities of IACA approved by the Board. Monetary and/or other awards for special programs may
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be designated as determined by the Board.
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ARTICLE XV
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AMENDMENT OF BYLAWS
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These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the
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Directors present at any duly constituted regular meeting or special meeting after written notice of
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intention to alter, amend, repeal, or adopt new Bylaws has been given by mail or electronic means to each
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Director at least two months prior to the regular or special meeting of the Board of Directors at which a
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Bylaws change or addition is to be presented for discussion. After discussion and preliminary approval by
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the Board, members of the Corporation shall be given written notice by mail or electronic means of the
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proposed changes in the Bylaws at least one (1) month prior to the Board meeting at which the proposed
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changes are to be voted.
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ARTICLE XVI
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INDEMNIFICATION
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Section A. Right to Indemnification.
Each person who was or is made a party or is threatened to be
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made a party to or is involved in any action, suit or proceedings, whether civil, criminal, administrative
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or investigative (hereinafter, a "proceeding"), by reason of the fact that he or she, or a person of whom
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he or she is the legal representative, is or was a Director or officer of the Corporation or while a Director
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of the Corporation is or was serving at the request of the Corporation as a director, officer, partner,
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trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other
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incorporated or unincorporated enterprise, including service with respect to employee benefit plans or
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trusts, whether the basis of such proceeding is alleged action or inaction in any official capacity as a
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Director, officer, partner, trustee, employee or agent, or in any other capacity while serving as a
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Director, officer, partner, trustee, employee or agent shall be indemnified and held harmless by the
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Corporation to the fullest extent authorized by the New Mexico Nonprofit Corporation Act as the same
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exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such
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amendment permits the corporation to provide broader indemnification rights than said law permitted
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the corporation to provide prior to such amendment), against all expense, liability and loss (including
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attorneys' fees, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement)
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reasonably incurred or suffered by such person in connection therewith and such indemnification shall
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continue as to a person who has ceased to be Director or officer and shall inure to the benefit of his or
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