ARTICLE I — NAME AND PURPOSE
Section 1 — Name: The name of the organization shall be Student Consult Group. It shall be a nonprofit organization incorporated under the laws of the State of Washington.
Section 2 — Purpose: Student Consult Group is organized exclusively for charitable, scientific and education purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The purpose of this corporation is: A supportive community of aspiring clinical social work students who will become the next generation of leaders in the field by participating in academic enhancement experiences outside the classroom.
Student Consult Group’s intention is to be a dynamic, fun group that provides additional learning opportunities for the current MSW mental health student body. Its short-term and long-term aim is to remain a relevant source of clinical social work knowledge that enhances students’ academic and professional goals through activities and events. Activities will include, and not be limited to, student case consults, spotlights, role playing, videotaping review, skill sharing, networking, and socializing.
ARTICLE II — MEMBERSHIP
Section 1 — Eligibility for Membership
Application for membership may be open to all current students and alumni that supports the purpose stated in Article II, Section 2. Membership is granted after completion and a receipt of a membership application. All members shall be granted upon a majority vote of the specific university Leadership Committee. Leadership Committee membership is determined via the following criteria. Current Leadership Committee members put forth names of prospective Leadership Committee members specific to their university. After current Leadership Committee members review and choose potential Leadership Committee members, the organizational chair sends an invitation to the potential Leadership Committee members. Leadership Committee Members then interview applicants based upon their desire to join the Leadership Committee. Current Leadership Committee members then vote on new Leadership Committee members.
Section 2 — Annual Dues
The amount required for annual dues for students shall be voted on each year, unless changed by a majority vote of the members at an annual meeting of the full membership. The amount required for annual dues for current members and alumni shall be determined on a yearly basis, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.
Section 3. Rights of Members
Each member shall be eligible to access surveys to inform future educational content and activities. Each member shall be held accountable to the community agreements.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the Organizational Chair. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.
Section 5. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. — MEETING OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the members shall be held at least annually, at a time and place designated by the Leadership Committee Chair. Alumni Chair is able to remote into said meetings and does not need to be physically present.
Section 2. Annual Meetings
A virtual annual meeting of the members shall take place in the month of September on the second Saturday of the month. The time and location of which will be designated by the Board Chair, and may alternate given the needs of Leadership Committee members of each University. At the annual meeting, members shall receive reports on the activities of the association, review the strategic plan, and determine the direction of the association for the coming year.
Section 3. Special Meetings
Special meetings may be called by the Board Chair or by a simple majority of the board. A petition signed by five percent (5%) of voting members from the total number of students in all chapters may also call a special meeting.
Section 4. Notice of Meetings Printed notice of each meeting shall be given to each voting member, by email or canvas notification, not less than two weeks prior to the meeting.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least 20% of the active membership.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE V — BOARD OF DIRECTORS
Section 1 — Board and Leadership Committee role, size, and compensation: The Board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff, ambassadors, committees, volunteers, and members. The Board shall have up to 6 members, but not fewer than 1 member. The Board receives no compensation other than reasonable expenses. The affairs of Student Consult Group shall be managed by its Leadership Board. The Leadership Board shall have control of and be responsible for the management of the affairs and property of the Corporation. Each member of the Leadership Board shall attend at least three (3) quarterly meetings of the Board per year. Each member of the Leadership Board shall contribute at least one dollar ($1) to the organization annually, all or part of which may come from the tax deductible value paid for or solicited by the Board member, and received by the Corporation. No contribution credit shall be given for in-kind donations.
Leadership Committees: Leadership Committees at their specific Universities are responsible for implementing the overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff, ambassadors, committees, volunteers, and members. Leadership Committees shall have up to 6 members, but not fewer than 1 member. The Leadership Committees receives no compensation other than reasonable expenses. The affairs of Student Consult Group shall be managed by the overarching Board and the Leadership Committees must work within the decisions of the Board. The Board shall have control of and be responsible for the management of the affairs and property of the Corporation. Each member of the Leadership Committee shall attend at least three (3) quarterly meetings of the Board per year. Each member of the Leadership Committee shall contribute at least one dollar ($1) to the organization annually, all or part of which may come from the tax deductible value paid for or solicited by the Leadership Committee member, and received by the Corporation. No contribution credit shall be given for in-kind donations.
Section 2 — Terms: All Board and Leadership Committee members shall serve at least two-year terms, but are eligible for re-election. One position on the Leadership Committee will be made available for an alumni member to serve in a one-year capacity. The members of the Leadership Committee and Board shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. Each member of the Leadership Committee and Board shall be a member of the Corporation whose membership dues are paid in full.
Section 3 — Meetings and notice: The Board and Leadership Committee shall meet at least quarterly, at an agreed upon in-person or virtual time and place. An official Board and Leadership Committee meeting requires that each Board and Leadership Committee member have written notice at least two weeks in advance. An annual meeting of the Leadership Committee and Board shall be held at a time and day in the month of August of each calendar year and at a location designated by the Leadership Committee and Board. The Leadership Committee and Board may provide by resolution the time and place, for the holding of regular meetings of the Leadership Committee and Board. Notice of these meetings shall be sent to all members of the Leadership Committee and Board of Directors no less than fourteen (14) days, prior to the meeting date.
Section 4 — Leadership Committee and Board Elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Board members to replace those whose terms will expire at the end of the fiscal year. Leadership Committee members will also undergo the same process for their Leadership Committees’ individual universities. The elections shall take place during a regular meeting of the Leadership Board and Leadership Committees, called in accordance with the provisions of these bylaws in compliance with the laws of Washington. Leadership Committees and Board members must maintain the standards stated in IRS Publication 557 and meet all items listed in Article I and throughout this document.
Section 5 — Election procedures: New Leadership Committees and Board members shall be elected by a majority of Leadership Committees and Board present at such a meeting, provided there is a quorum present. Leadership Committees and Board members that are elected shall serve a term beginning on the first day of the next fiscal year.
Section 6 — Quorum: A quorum must be attended by at least one board member and one Leadership Committee member, at their specific university, for business transactions to take place and motions to pass.
Section 7 — Officers and Duties: There shall be six officers of the Leadership Committee, consisting of a chair, alumni chair, development chair, internal relations chair, marketing chair, and systems chair. A university advisor shall serve as a resource and consultant to the Leadership Committee. Their duties are as follows: The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the communities to preside at each meeting in the following order: alumni chair, development chair, organizational chair, marketing chair, and systems chair. Additionally, the chair shall perform the following responsibilities. Create meeting agenda based upon their specific university SCG needs and Leadership Committee identified needs. Establish foundation of SCG at their university and maintain foundation throughout the year via updating materials. Develop marketing materials for their university that is in accordance with SCG Board requirements. Implement 1 year, 3 year, and 5 year plan with Leadership Committee. Implement educational clinical SW components taht is in accordance with SCG Board requirements. Reinforce a culture of WE-Care and reduce burn-out. Speak with, and work alongside, Leadership Committee in an empathetic and compassionate manner to ensure that Leadership members perform assigned tasks. Recruit speakers and hold each Leadership member, ambassador, and assigned committees accountable. Be an active voting member. Be aware of all decisions and be a part of all SCG relevant meetings and discussions. Check-in with each Leadership Committee member, SCG Member, and committee Lead. Be aware of all happenings in SCG and guide SCG towards meeting the Strategic Plan. The alumni chair shall act as a co-chair and chair committees on special subjects as designated by the board. Alumni chair shall work closely with the chair to accomplish chair tasks. The Alumni Chair is to be aware of all happening in SCG and guide SCG towards meeting the Strategic Plan. The Alumni Chair is to be an active voting member. The Systems Chair shall be responsible for keeping records of Leadership Committee actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Leadership Committee member, and assuring that corporate records are maintained. Additionally, the System chair shall perform the following responsibilities. Collaborates with university technology to ensure that events go smoothly and that all materials are reserved for virtual events. Updates online materials as deemed necessary by the Leadership Committee. Transitions old members to SCG alumni network. Works with university Alumni Relations to recruit potential mentors and future potential SCG event/virtual speakers. Recruit speakers and hold each Leadership member, ambassador, and assigned committees accountable. The Development Chair shall make a report at each board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Leadership Committee and Board members and the public. Locate fundraising resources and strive to obtain new funding streams. Maintain traditional and current funding streams. Reports budget, reports funding opportunities, and performs audits on an as-needed basis. Determines what supplies and materials are necessary for events and obtains these items at a low cost. Recruit speakers and hold each Leadership member, ambassador, and assigned committees accountable. The Organizational Chair shall be responsible for the following. Determines that events, training, conferences, etc., are in line with SCG’s mission, vision, and values. Determines which skills are needed for the future progress of SCG. Formally invite new members and new leadership team members to interview for positions based upon determination of Leadership Committee. Develops and implements team bonding activities throughout the year that are in line with SCG’s financial means. Create and implement burn-out solutions and strategies with team. Recruit speakers and hold each Leadership member, ambassador, and assigned committees accountable. The Organizational Chair shall be responsible for the following. In charge of creating outgoing emails to student body, and creates associated recruitment materials. Works with university student newspaper staff and university Marketing staff to increase visibility of SCG. Performs tabling and other in-person tasks to raise awareness of SCG and recruit potential members. Ensures that SCG is consistent and true to its brand. Create SCG’s, The Story of Us, for marketing purposes. Recruit speakers and hold each Leadership member, ambassador, and assigned committees accountable. The Board shall function in much of a similar fashion.
Section 8 — Vacancies: When a vacancy on the Leadership Committee and Board exists mid-term, the Systems Chair must receive nominations for new members from present Leadership Committee and Board members two weeks in advance of a board meeting. These nominations shall be sent out to Leadership Committee and Board members with the regular meeting announcement, to be voted upon at the next meeting. These vacancies will be filled only to the end of the particular Leadership Committee and Board member’s term.
Section 9 — Resignation, termination, and absences: Resignation from the Leadership Committee and Board must be in writing and received by the Systems Chair. A Leadership Committee and Board member shall be terminated from the Leadership Committee and Board due to excess absences, more than three unexcused absences from mandatory meetings in a year. A Leadership Committee and Board member may be removed for other reasons by a three-fourths vote of the remaining Leadership Committee at their university and SCG Board.
Section 10 — Special meetings: Special meetings of the Leadership Committee and Board shall be called upon the request of the chair, or two-thirds of the Leadership Committee and Board. Notices of special meetings shall be sent out by the Systems Chair to each Leadership Committee and Board member at least two-weeks in advance. Washington law requires a quorum of directors for the purpose of conducting transactions, consisting of at least half of the chairs, or one member, currently holding office. According to Washington law, a board must consist of at least a chair/president.
Section 9. Compensation
Members of the Leadership Committee and Board shall not receive any compensation other than reasonable expenses.
Section 10. Informal Action by Leadership Board
Any action required by law to be taken at a meeting of the Leadership Committee and Board, or any action which may be taken at a meeting of Leadership Committee and Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Leadership Committee and Board following notice of the intended action to all members of the Leadership Committee and Board.
Section 11. Confidentiality
Leadership Committee and Board members shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Leadership Committee and Board members shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Leadership Committee and Board members may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.Each board member shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Leadership Committee and Board.
Section 12 — Committees
Committees may be created whose members shall be elected by the members of the university and Board annually but who shall have specific University duties, voting privileges, and obligations for attendance at regular meetings specified by their Chapter. Committees members may attend Board meetings at the invitation of a member of the Board. Members of the Committees shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Committees shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Committees.
Section 13 — Forfeiture
Any member of the Leadership Committee and Board who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Leadership Committee and Board. The System Chair shall notify the Chair in writing that his or her seat has been declared vacant, and the Leadership Committee and Board may forthwith immediately proceed to fill the vacancy. Members of the Leadership Committee and Board who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 14 — Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the Chair by reference to Robert’s Rules of Order.
Section 15 — Removal
Any member of the Leadership Committee and Board or members of the Committees may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the board if in their judgment the best interest of the Corporation would be served thereby. Each member of the Leadership Committee and Board must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Leadership Committee and Board shall automatically be removed from office.
Members of the Leadership Committee and Board who are removed for failure to meet the minimum requirements in Section 2 of this Article in these bylaws automatically forfeit their positions on the Leadership Committee and Board pursuant to Section 13 of this Article, and are not entitled to the removal procedure outlined in Section 15 of this Article.
ARTICLE IV — COMMITTEES
Section 1 — Committee formation: The Board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The Board Chair appoints all committee chairs. Per university Chapter, Leadership Committees are able to also create such committees that they deem necessary and are in accordance with SCG Board determinations.
Section 2 — Executive Committee: The committee chairs serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Leadership Committee in the intervals between meetings of the Leadership Committee, and is subject to the direction and control of the full Leadership Committee and Board.
Section 3 — Finance Committee: The Development Chair for their specific Chapter is the chair of the Finance Committee, which includes three other Leadership Committee members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff, committee members, ambassadors, and Board members. The Leadership Committee and Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Leadership Committee, Board, or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Leadership Committee and Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to Leadership Committee and Board members and the public.
ARTICLE V — CONFLICT OF INTEREST AND COMPENSATION
Section 1 — Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Student Consult Group) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or chair of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2 — Definitions
Interested Person. Any chair, principal officer, member of a committee, or with governing Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Organization has a transaction or arrangement. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3 — Procedures
Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing Board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board or Leadership Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Leadership Committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing Board or Leadership Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing Board or Leadership Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing Board or Leadership Committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or Leadership Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
If the governing Board or Leadership Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing Board or Leadership Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4 — Records of Proceedings
The minutes of the governing Board and all Leadership Committees with Board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing Board’s or Leadership Committee’s decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5 — Compensation
A voting member of the governing Board and Leadership Committee who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the governing Board or any Leadership Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6 — Annual Statements
Each Leadership Committee and Board member, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7 — Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8 — Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Section 1 — General
To the full extent authorized under the laws of Washington state, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, committee member, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Leadership Committee and Board, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) 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, if authorized by the Board, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The Organization may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent 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 or obligation to indemnify such person against such liability under this Article.
ARTICLE VIII — BOOKS AND RECORDS
The corporation shall keep complete virtual books and records of account and minutes of the proceedings of the Leadership Board.
ARTICLE IX — DIRECTOR AND STAFF
Section 1 — Leadership Chair: The Executive Director is hired by the Board. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of the Board members and carry out the duties described in the job description. The Board can designate other duties as necessary.
Section 1 — Executive Director
The Board shall hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Board. No officer, Leadership Committee member or member of the Board may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports to the Board and meetings as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all committees.
The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Leadership Board or Advisory Council. The Executive Director may be hired at any meeting of the Leadership Board by a majority vote and shall serve until removed by the Leadership Board upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Leadership Board. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.
ARTICLE X AMENDMENTS
Section 1 — Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all Board then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of Board members then in office.
Section 2 — Bylaws
The Board may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each Board member within the time and the manner provided for the giving of notice of meetings of directors. These bylaws may be amended when necessary by two-thirds majority of the Board. Proposed amendments must be submitted to the Systems Chair to be sent out with regular Board announcements.
ARTICLE XI — ADOPTION OF BYLAWS
Section 1 — CERTIFICATION These bylaws were approved at a meeting of the board of directors by a two thirds majority vote on 7/27/2018.
Note. Bylaws are currently in the process of being reviewed and are subject to change without notice.