IACA Board of Directors Guidebook - page 34

Page 14 of 15
As edited/corrected March 25, 2011
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 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These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the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 certified mail to each Director
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at least two months prior to the regular or special meeting of the Board of Directors at which a Bylaws
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change or addition is to be presented for discussion. After discussion and preliminary approval by the
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Board, members of the Corporation shall be given written notice of the proposed changes in the Bylaws
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at least one month prior to the meeting at which the proposed changes are to be voted.
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ARTICLE XVI INDEMNIFICATION
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Section A. Right to Indemnification.
Each person who was or is made a party or is threatened to be made
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a party to or is involved in any action, suit or proceedings, whether civil, criminal, administrative or
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investigative (hereinafter, a "proceeding"), by reason of the fact that he or she, or a person of whom he or
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she is the legal representative, is or was a Director or officer of the Corporation or while a Director of the
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Corporation is or was serving at the request of the Corporation as a director, officer, partner, trustee,
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employee or agent of another corporation or of a partnership, joint venture, trust or other incorporated or
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unincorporated enterprise, including service with respect to employee benefit plans or trusts, whether the
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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 the
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