PSFM By Laws
>> Mission Statement
BYLAWS OF
PROFESSIONAL SOCIETY OF FORENSIC MAPPING, INC.
ARTICLE 1
GENERAL PROVISIONS
1.1 Name:
The name of the Corporation is Professional Society of
Forensic Mapping, Inc. or the “Society”
1.2
Registered Office. The registered office of the Corporation
in the State of Kansas is 414 Avenue D, City of McPherson,
County of McPherson, Kansas.
1.3 Other
Offices. The Corporation may also have offices at such other
places as the Board of Directors, from time to time, may
designate.
1.4
Resident Agent. The name and address of the Corporation
resident agent in this state is Professional Society of
Forensic Mapping, Inc., 414 Avenue D, City of McPherson,
County of McPherson, Kansas.
1.5 Term.
The term for which this Corporation shall exist is
perpetual.
1.6 Fiscal
Year. The fiscal year of the Corporation shall end the 31st
day of December each year.
1.7 Rules
and Regulations. The Board of Directors may adopt rules and
regulations for the effective conduct of its business, and
such rules shall have the force and effect of bylaws.
1.8 Policy
Decisions. Decisions and determinations of policy may be
compiled under the supervision of the Secretary for easy
access and reference by the Board of Directors.
ARTICLE 2
PURPOSES
2.1 Not for
Profit Purpose. This Corporation is organized not for profit
and shall have no authority to issue capital stock.
2.2 General
Purpose. The Corporation is organized as a trade
association, which is to be treated as a Business League
pursuant to Internal Revenue Code Section 501(c)(6) of the
Internal Revenue Code of 1986, as amended from time to time
(“Code”).
2.3
Specific Purpose - The Corporation is organized and it
operates exclusively for charitable, educational, and
scientific purposes to do the following:
(a) Promote
the highest professional and personal conduct among those
persons practicing in the field of Forensic Mapping;
(b) Train
members of law enforcement, governmental, and
quasi-governmental agencies, private consultants, and other
persons in the field of Forensic Mapping; and
(c) Promote
the field of Forensic Mapping with the establishment of a
Forensic Mapping protocol and Forensic Mapping standards to
be followed and maintained by all persons practicing in the
field of Forensic Mapping,
ARTICLE 3
POWERS OF THE CORPORATION
3.1 General
Powers. This Corporation shall and may exercise all the
powers conferred by the laws of the State of Kansas upon
Corporations formed under the laws pursuant to and under
which this Corporation is formed, as such laws are now in
effect or may at any time hereafter be amended.
3.2
Specific Powers. In addition to the foregoing general
powers, this Corporation shall have the following specific
powers:
3.2.1 Own
Property. It may own, lease, manage, operate, maintain,
mortgage and pledge real estate and personal property;
3.2.2 Make
Contracts. It may make contracts;
3.2.3 Joint
Operations. It may engage in joint and coordinated research,
planning, development, management, operations, and services
with other similarly situated entities to achieve quality,
economy, and efficiency of technology provided to its
Members and the Southwest Kansas region.
3.2.4
Accept Gifts. It may receive and hold any property, real and
personal, given, devised, bequeathed, given in trust, or in
any other way made over to the Corporation;
3.2.5
Manage Gifts. It may invest and disburse all assets so
received, and generally care for, manage, administer, and
control all such properties so received;
3.2.6 Carry
Out Donor Instructions. It shall carry out the wishes and
see that the funds and property so received are applied to
the uses specified by the donor; or, in the case a gift,
devise, or bequest to this Corporation is not designated,
then to such uses as will meet the stated purposes of the
Corporation.
3.3
Restrictions on Powers. Notwithstanding any other provision
of these Bylaws, this Corporation shall have the following
restrictions on its powers:
3.3.1 Non
Profit Restriction. Notwithstanding any other provision of
these Bylaws, the Corporation shall not carry on any other
activities not permitted to be carried on (i) by a
Corporation exempt from federal income tax under Code
Section 501(c)(6), or (iii) by a Corporation, contributions
to which are deductible under Code Section 170(c)(2).
3.3.2 No
Compensation to Directors. No compensation or payment shall
ever be paid or made to any Member, officer, director,
creator, or organizer of this Corporation, or substantial
contributor to it (except as an allowance for actual
expenditures of services actually made or rendered to or for
this Corporation). Neither the whole nor any portion of the
assets or net earnings current or accumulated of this
Corporation shall ever be distributed to or divided among
any such persons, and neither the whole nor any part or
portion of such assets or net earnings shall ever be used
for, accrued to, or inure to the benefit of any Member or
private individual within the meaning of Section 501(c)(6)
of the Internal Revenue code of 1986 (or the corresponding
provisions of any future United States Internal Revenue
Law).
3.3.3
Political Activities Prohibited. No substantial part of the
activities of the Corporation shall be the carrying on of
propaganda, or otherwise attempting to influence
legislation, and the Corporation shall not participate in or
intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any
candidate for public office.
3.4 Assets
Upon Dissolution. Upon dissolution of the Corporation, the
Board of Directors shall, after paying or making provision
for the payment of all of the liabilities of the
Corporation, dispose of all of the assets of the Corporation
according to the following enumerated priorities: (i) Where
specific instructions have been given by a donor for the
distribution of a specific gift, devise, or bequest in the
event the Corporation is dissolved, such instructions must
be followed by the Board of Directors unless such
instructions are contrary to law; (ii) All other assets of
the Corporation may pass exclusively to and for the benefit
of similarly situated corporations in Kansas, if such
successor in interest would then qualify as an exempt
organization under Code Section 501(c); (iii) Any assets not
disposed of pursuant to the foregoing priorities shall be
disposed of by the District Court of the county in which the
principal office of the Corporation is then located,
exclusively to such organization or organizations, as the
court shall determine most closely satisfy the purpose(s)
for which such assets were originally donated.
ARTICLE 4
MANAGEMENT
Management
of the business and affairs of the Corporation shall be
vested in and conducted by its Board of Directors, its
Executive Committee, and its officers in accordance with the
Articles of Incorporation, these Bylaws, and the laws of the
State of Kansas. The Board of Directors and its Executive
Committee shall exercise all powers usually exercisable by a
governing board in the management of its affairs as an
independent legal entity.
ARTICLE 5
MEMBERSHIP
5.1
Eligibility. Membership is open to those members of the
general public who have completed a formal course of
training in the specific field of Forensic Mapping using
total station technology offered by an approved instructor
or training institution and who subscribes to the objectives
and purposes of the Society may become a members of the
Society.
5.2
Application for Membership. To be admitted to membership, an
eligible individual shall file with the Corporation an
application for membership in such form as shall be provided
by the Board of Directors and remit payment of the required
initial membership dues, as determined by the Board of
Directors from time to time. A person may be nominated for
Life Membership by the Board of Directors or a Member in
good standing. Election as a Life Member shall be by the
Board of Directors. Such Life Membership is generally
reserved to those persons who have demonstrated outstanding
service to the Corporation or otherwise made a significant
contribution to the field of Forensic Mapping.
5.3
Members. The Members shall consist of all individuals that
have been approved by the Board of Directors, and have paid
the membership dues (both initial and ongoing as determined
by the Board of Directors from time to time). An application
for membership is approved if 75 percent of the Board of
Directors present at the meeting where the application for
membership is considered believe that the acceptance of the
application will promote accomplishment of the Corporation’s
purposes. After the Member has met the above requirements,
he/she shall be treated as a Member of the Corporation in
good standing.
5.4
Resignation from Membership. A Member may withdraw from
membership at any time by submitting to the Secretary a
letter of intent to withdraw which shall be presented to the
Board of Directors for acceptance at its next regularly
scheduled meeting after the letter is submitted to the
Secretary. Such resignation shall not affect any existing
liabilities to the Corporation, nor shall said Member be
entitled to any refund of any membership dues and regular
dues.
5.5
Nontransferability of Membership Interest. A membership
interest shall not be transferable.
5.6
Expulsion. A 75 percent vote of all of the Members present
at any regular or special meeting may expel any Member of
the Corporation for failure to comply with the Bylaws or
with any rules or regulations of the Corporation (including
the failure to pay dues), provided that such purpose was
specified in the notice for that meeting, five working days
notice has been given to the Member in writing indicating
the intention to cause the expulsion and the specific reason
therefore, and the Member is given an opportunity to appear
and be heard prior to the final decision. An appeal of any
action by the Board can be taken by filing, within 10
working days after the action, a petition, signed and sworn
by the Member, with the Secretary of the Corporation. The
petition is to be acted upon by the Members within 30 days
at the next meeting after the petition is filed. In the
event of expulsion, the Member shall no longer be entitled
to the rights, privileges and benefits of membership. Such
resignation shall not affect any existing liabilities to the
Corporation, nor shall said Member be entitled to any refund
of any membership dues and regular dues.
Written
notices hereunder shall be delivered by certified mail to
the member's last known address.
5.7 Fines
and Penalties. Fines or penalties are not permitted. The
penalty for misconduct is suspension or termination, as
provided above.
5.8 Regular
Dues Assessment. Members may be subjected to a regular dues
assessment by the vote of a majority of all of the Board of
Directors, but only to provide sufficient funds to meet
operating requirements for a period of time not to exceed
one year from the date of implementation of the assessment.
Payment of dues assessments shall be within 45 days after
billing or such other time as the Board of Directors may
determine. Whenever possible, all assessments for each
succeeding year will be approved at an annual meeting of
Members so that those Members that are public entities can
get approval to pay assessments in advance of the beginning
of the fiscal year.
5.9
Nondiscrimination. The officers, directors, committee
members, employees and persons served by this Corporation
shall be selected entirely on a nondiscriminatory basis
without respect to age, sex, race, religion, creed, color,
national origin, or disability.
5.10 Place
of Meetings. All annual meetings of Members and all other
meetings of Members shall be held at the principal office of
the Corporation unless another place within or without the
State of Kansas is designated either by the Board of
Directors pursuant to authority hereinafter granted to said
board, or by the written consent of all Members entitled to
vote thereat, given either before or after the meeting and
filed with the secretary of the Corporation.
5.11 Annual
Meeting of Members. The annual meeting of the Members shall
be held on the first Monday of December in each year at 3:00
o’clock p.m. of said day; provided, however that the date
and time of said meeting may be changed by the vote of a
majority of the Board of Directors present at its most
recent meeting and at least 10 working days notice in
writing is given to the Members. At such meeting, directors
shall be elected, reports of the affairs of the Corporation
shall be considered, regular and special assessments shall
be approved, and any other business may be transacted that
is within the powers of the Members.
5.12 Notice
of Annual Meeting. Written notice of each annual meeting
shall be given to each Member entitled to vote, either
personally or by mail or other means of written
communication, charges prepaid, addressed to such Member at
its address appearing on the books of the Corporation or
given by it to the Corporation for the purpose of such
notice. If a Member gives no address, notice shall be deemed
to have been given if sent by mail or other means of written
communication addressed to the place where the principal
office of this Corporation is situated, or if published at
least once in some newspaper of general circulation in the
county in which said office is located. All such notices
shall be sent to each Member entitled to vote not less than
10 days nor more than 60 days before each annual meeting,
and shall specify the place, the day and the hour of such
meeting, and shall state such other matters, if any, as may
be expressly required by statute.
5.13
Special Meetings. Special meetings of the Members, for any
purpose(s) whatsoever, may be called at any time by the
president or by the Board of Directors, or by one or more
Members holding not less than one-fifth of the voting power
of the Corporation. Except in special cases where other
express provision is made by statute, notice of such special
meetings shall be given in the same manner as for annual
meetings of Members. Notice of any special meeting shall
specify in addition to the place, day and hour of such
meeting, the general nature of the business to be conducted.
5.14
Adjourned Meetings and Notice Thereof. Any Members’ meeting,
annual or special, whether or not a quorum is present, may
be adjourned from time to time by the vote of a majority of
the Members present at the meeting. When any Members’
meeting, either annual or special, is adjourned for 30 days
or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. Except as aforesaid, it
shall not be necessary to give any notice of an adjournment
or of other business to be transacted at an adjourned
meeting, if the time and place thereof are announced at the
meeting at which such adjournment is taken.
5.15
Voting. Unless the Board of Directors has fixed in advance a
record date for purposes of determining entitlement to vote
at the meeting, the record date shall be as of the close of
business on the day next preceding the date on which the
meeting shall be held. Unless otherwise provided in the
Articles of Incorporation, all elections of directors shall
be by written ballot. If the Articles of Incorporation
permit election of directors without written ballot, then
such election shall be without written ballot, unless
requested by any Member, in which case the election of
directors shall be by written ballot. Except as otherwise
set forth in these Bylaws, each voting Member shall have one
vote for directors and all other matters which may properly
come before the Members at any annual or special meeting.
5.16
Quorum. The presence in person of a majority of the Members
at any meeting shall constitute a quorum for the transaction
of business. The Members present at a duly called or held
meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal
of enough Members to leave less than a quorum.
5.17
Consent of Absentees. The transaction of any meeting of
Members, either annual or special, however called and
noticed, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present
and if, either before or after the meeting, each of the
Members entitled to vote, not present in person, signs a
written waiver of notice, or a consent to the holding of
such meeting, or an approval of the minutes thereof. All
such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the
meeting.
ARTICLE 6
BOARD OF DIRECTORS
6.1 Number.
Management of the Corporation shall be vested in a Board of
Directors (“Directors”) consisting of not less than five nor
more than 16 persons, which number may be varied from time
to time by resolution of the Board of Directors. In no event
shall there be fewer than five persons on the Board of
Directors. The Executive Director of the Corporation, if one
is appointed, shall serve ex officio, without vote.
6.2
Election and Term of Office. The Board of Directors shall be
elected at each annual meeting of the Members pursuant to
the procedures created by the Board of Directors from time
to time, but if any such annual meeting is not held, or the
Directors are not elected thereat, the Directors may be
elected at a special meeting of members held for that
purpose as soon thereafter as conveniently may be. All
Directors must be Members of the Corporation, shall be
elected to a two year term, and may serve an unlimited
number of consecutive terms.
6.3 Duties.
The administrative powers of the Corporation shall be vested
in the Board of Directors, which
6.3.1 shall
have charge, control, and management of property, affairs,
and funds of the Corporation;
6.3.2 shall
govern the management of the policies of the Corporation and
to recommend and approve any Bylaw changes, policies and
rules and regulations in connection therewith;
6.3.3 shall
authorize the entering into such contracts as may help
effectuate the purposes of the Corporation;
6.3.4 shall
appoint committees composed of Member representatives and
delegate to them any duties that are required to be executed
and to require such committees to report to the Board of
Directors;
6.3.5 shall
make such reports annually as are necessary to disclose in
detail the financial condition of the Corporation,
compensation of officers and employees, regulatory reports
and the status of the affairs of the Corporation;
6.3.6 shall
consider and pass upon applications for membership and
changes in membership status;
6.3.7 shall
approve an annual operating budget, develop a long term
capital expenditure plan and monitor the implementation of
the plan; and
6.3.8 shall
have the power and authority to do and perform all acts and
functions as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the statutes of
Kansas, of the Articles of Incorporation and of these
Bylaws.
6.4
Resignation. Any Director, alternate or officer of the
Corporation may resign on filing written resignation with
the Secretary of the Corporation, and such resignation shall
become effective when so filed unless some subsequent
effective date is set forth in the resignation.
6.5
Removal. Any Director may be removed from office with or
without cause by a vote of not less than 75 percent of other
members of the Board of Directors of the Corporation present
at any regularly scheduled meeting, the notice for which
includes such purpose.
6.6
Vacancies. Vacancies on the Board of Directors may be filled
by a majority of the remaining Directors, although less than
a quorum, or by a sole remaining Director. If the Articles
of Incorporation permit election of Directors without
written ballot, then the election of Directors to fill
vacancies shall be without written ballot, unless requested
by any Director. Each director so elected shall hold office
until his successor is elected at an annual or a special
meeting of the members.
ARTICLE 7
MEETINGS OF THE BOARD OF DIRECTORS
7.1 Place.
All meetings of the Board of Directors shall be held at the
principal place of business in this state, or at such places
as may be designated by the Board of Directors, and shall be
conducted pursuant to K.S.A. 75-4317.
7.2 Meeting
Time.
7.2.1
Annual. The annual meeting of the Directors of this
Corporation shall be held at the annual meeting of the
Members in December each year. At that meeting, nominations
for officers and members of standing committees shall be
properly presented and come before such meeting for election
or appointment.
7.2.2
Regular. Other regular meetings shall be held at least two
other times during each year at such specified times and
places as determined by the Board of Directors.
7.2.3
Special. Special meetings of the Directors shall be called
within 30 days upon written request of the Chairman, or by
any three Directors. Business to be transacted shall be
limited to matters specified by the notice given.
7.2.4
Telephone. Members of the Board of Directors, or any
committee thereof may participate in a meeting of such board
or committee by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.
Participation in a meeting pursuant to this section shall
constitute presence in person at such meeting.
7.3 Notice.
Notice of any meeting may be given in writing by mail,
facsimile, or other electronic means to the person entitled
thereto at the last known address shown on the records of
the Corporation within such time as directed by the
Chairman. Notice in writing of special meetings shall be
provided to each member of the board at least 30 days before
the date of such special meeting.
7.3.1
Waiver. Whenever notice is required to be given by these
Bylaws, the Articles of Incorporation, or by statute, a
written waiver thereof, signed by the persons entitled to
notice, whether before or after the times stated therein,
shall be deemed equivalent to notice. Attendance of a person
at a meeting constitutes a waiver of notice, except when the
person attends a meeting for the express purpose of
objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called
or convened.
7.3.2
Action by Consent. Unless otherwise provided in the Articles
of Incorporation, any action required by this act to be
taken at any annual or special meeting of Directors of the
Corporation, or any action which may be taken at any annual
or special meeting of such Directors, may be taken without a
meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall
be signed by all Directors entitled to vote thereon. In the
event that such action which is consented to is such as
would have required the filing of a certificate under the
General Corporation Code, if such action had been voted upon
by the Directors at a meeting thereof, the certificate filed
under such section shall state, in lieu of any statement
required by such section concerning a vote of Directors,
that written consent has been given in accordance with
provisions of K.S.A. 17 6518.
7.4 Pre
Agenda. A written agenda of matters to be considered insofar
as reasonably ascertainable, should be mailed in advance of
any meeting, except in instances when telephone or similar
communications methods are used to conduct a meeting or when
a waiver of notice may apply.
7.5 Quorum.
A majority of the total number of Directors shall be
necessary to constitute a quorum at all meetings of the
Directors for the transaction of business except as
otherwise provided by law, or by these Bylaws. For purposes
of counting a quorum, the presence of an Alternate Director
entitled to vote shall be included. In the event such number
is not a quorum, the Members present shall have the power to
adjourn the meeting from time to time without notice other
than announcement at the meeting, until the requisite number
of Members of the Corporation shall be present at such
adjourned meeting, and any business may be transacted at the
meeting as originally notified.
7.6 Voting
Procedures. All elections of directors and officers and
votes upon any other question, except as otherwise provided
by law or unless otherwise provided by resolution of the
Board of Directors, may be had by ballot, voice vote, or by
showing of hands unless a director, at least five days
before the date of any meeting for the election of
Directors, requests in writing a vote by ballot, and then
the election shall be by ballot. Unless otherwise provided
by law, by the Articles of Incorporation, or by these
Bylaws, any matter coming before the Board of Directors or a
committee thereof shall pass upon a majority vote of the
Members of the Corporation present at the meeting at which
the matter is considered.
ARTICLE 8
VOTING RIGHTS OF MEMBERS
8.1 Voting
Rights of Members. All Members in good standing are entitled
to vote at all meetings of the Membership of the
Corporation.
ARTICLE 9
OFFICERS AND EMPLOYEES
9.1
Election of Officers. The Board of Directors, initially and
during the annual meeting of every calendar year, shall
elect a Chairman, Vice Chairman, Secretary, Treasurer, and
Sergeant at Arms, all of whom shall be members of the Board
of Directors. Each shall hold office for one year or until
their successors are elected and assume office. Each officer
may serve an unlimited number of consecutive terms in
office.
9.2 Duties
of Chairman and Vice Chairman. The Chairman shall preside at
all meetings of the Board of Directors, shall rule on all
questions and points of order that may arise during the
course of meetings. Except as otherwise provided by
resolution, he or she shall sign or countersign all official
instruments or documents of the Corporation. In the absence
of the Chairman or in the event of his or her inability or
refusal to act, the Vice Chairman shall act in the
Chairman’s place.
9.3 Duties
of the Secretary. The Secretary shall assure that required
notices of all meetings are sent and minutes kept thereof.
He or she shall assure that the seals, membership books,
papers, documents and other records, exclusive of financial
records, belonging to, or in the possession of, the
Corporation are appropriately secure.
9.4 Duties
of the Treasurer. The Treasurer shall oversee custody of all
funds and securities of the Corporation. He or she, or a
designated representative, shall deposit in the name of the
Corporation all funds together with notes, checks or similar
instruments endorsed by the Treasurer for collection in such
place or places as the Board of Directors may designate. He
or she shall, before entering upon discharge of these
duties, become bonded with a responsible surety company in
such sum and form as the Executive Committee shall require.
Except as otherwise provided by resolution, the Treasurer
shall assure that complete books of account are kept and
shall assure that at least quarterly reports are sent to the
Board of Directors, showing in detail the financial
condition of the Corporation, including a list of all
Members indebted to it, the amount of their indebtedness and
the nature of their indebtedness. The Treasurer shall assure
that obligations of the Corporation are paid when due and
shall otherwise assure that disbursements are made at the
discretion and approval of the Board of Directors.
9.5
Sergeant at Arms. The Sergeant at Arms shall be responsible
for the security and maintenance of good order at all
meetings of the Members and Board of Directors of the
Corporation. He or she shall be responsible for enforcement
of these Bylaws and shall complete such other duties as may
be assigned to him from time to time by other officers.
9.6 Removal
of Officers. Any officer may be removed from office with or
without cause by a vote of not less than 75 percent of the
Board of Directors present at a meeting, the notice of which
meeting shall state such purpose and name the specific
officer(s). If an officer(s) is removed, the Directors may,
at the same meeting, fill the vacancy.
9.7
Executive Director. There may be an Executive Director who
need not be a Director of the Corporation, but who shall be
selected by the Board of Directors. He or she shall be the
Chief Executive Officer of the Corporation and shall have
general supervision over the property and the affairs of the
Corporation, subject always, however, to the direction,
management and control of the Board of Directors. He or she
shall make written reports to the Board of Directors
immediately prior to or at the time of regular meetings. The
Executive Director shall further perform such other duties
as from time to time may be assigned by the Board of
Directors. He or she shall, before entering upon the
discharge of these duties, become bonded with a responsible
surety company in such sum and form as the Executive
Committee shall require. The Executive Director shall be,
unless otherwise provided by the Board, an ex officio
member, without vote, of the Board of Directors and any
committees thereof.
ARTICLE 10
COMMITTEES
Committees
of the Board of Directors shall be standing committees
enumerated below whose members serve terms of one year
subject to re election and other committees for specific
purposes whose members shall serve terms that expire when
the purpose is accomplished, except the terms of current
committee members shall expire as already set.
10.1
Executive Committee. The Executive Committee shall consist
of the Chairman, Vice-Chairman, Secretary, Treasurer and the
Executive Director.
10.1.1 Ad
Interim Powers. Unless the Board specifically directs
otherwise, during the intervals between meetings of the
Board of Directors, the Executive committee shall have, and
may exercise, all the powers of the Board of Directors in
the management of the business and affairs of the
Corporation in such manner as such committee shall deem in
the best interests of the Corporation, except it may not
amend the Articles of Incorporation or Bylaws or perform any
act prohibited by law.
10.1.2
Meeting. The Executive Committee shall meet on a monthly
basis, or more often, as needed. Special meetings of the
Executive Committee may be called by the Chairperson, with
two days notice, or shall be called upon written request of
any two officers. Business to be transacted shall be limited
to matters specified by the notice given.
10.2 Other
Committees. The Chairperson of the Board of Directors may
appoint other committees and designate specific tasks and
duties under such terms as deemed necessary for the
management of the business of the Corporation from time to
time.
10.3 Rules;
Quorum; Ex Officio. All committees, unless otherwise
provided in these Bylaws or by direction of the Board of
Directors from time to time, shall adopt their own rules of
procedure. At all meetings of committees, a majority shall
constitute a quorum, and the affirmative vote of a majority
of a quorum shall control for the transaction of business.
ARTICLE 11
INDEMNIFICATION
11.1
Indemnification; Actions Against THE CORPORATION. This
Corporation shall indemnify any person who is a director or
officer of the Corporation, who was or is a party, or is
threatened to be made a party, to any threatened, pending or
completed civil action, suit or proceeding, whether civil,
criminal, administrative or investigative, (other than an
action by or in the right of the Corporation), by reason of
the fact that he 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 expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceedings,
including attorneys’ fees, if he acted in good faith and in
a manner he 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 judgment, order, settlement,
conviction, or upon a plea of nolo contendere in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceedings, including attorneys’ fees,
if he acted in good faith and in a manner he 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 judgment, order, settlement, conviction, or
upon a plea of nolo contendere its equivalent, shall not, of
itself, create a presumption that the person did not act in
good faith and in a manner which he 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 conduct
was unlawful.
11.2
Severance Clause. The invalidity or unenforceability of any
provision of this Article shall not affect the validity or
enforceability of any other provision hereof.
ARTICLE 12
AMENDMENTS
12.1
Articles of Incorporation. The Articles of Incorpora¬tion
may be amended by: (1) the Board of Directors meeting,
considering the proposed amendment and passing a resolution
declaring the advisability of the amendment, and setting a
date, time and place of a membership meeting to consider the
amendment; and (2) upon approval of a two-thirds vote of the
members of the Corporation at a meeting of the members
following written notice given not less than 15 nor more
than 60 days before said meeting or by the members waiving
notice of such meeting, which notice sets forth the proposed
amendment, declares its advisability by the Board of
Directors by the adoption of a Resolution and gives the
date, time and place of meeting.
12.2
Bylaws. These Bylaws may be altered, repealed or amended, by
the affirmative vote of a majority of the Members of the
Corporation represented on the Board of Directors, present
at a meeting called for that pur¬pose, provided that a copy
of all proposed amendments shall have been mailed to each
member of the Board of Directors at least 30 days prior to
final action, and provided further, that such amendment
shall be consistent with the Articles of Incorporation and
laws of the State of Kansas.
ARTICLE 13
BOOKS AND RECORDS
The
Corporation shall keep correct and complete books and
records of account and shall also keep minutes of the
proceedings of the Board of Directors and committees having
any of the authority of the Board of Directors.
ARTICLE 14
DISSOLUTION
Any plan
and approval for voluntary dissolution or revocation of same
shall be determined by the vote of a majority of all of the
Board of Directors.
ADOPTED by
the Board of Directors this _3rd_ day of _____July______,
1998. PROFESSIONAL SOCIETY OF FORENSIC MAPPING, INC.
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