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BYLAWS OF THE
International Reciprocal Trade Association Click here to download the Bylaws
Article 01. Name, Location, and Definitions
Section 1. Name
The name of this organization shall be International Reciprocal
Trade Association (IRTA GLOBAL), hereinafter referred to as
Association, a nonprofit, non-stock corporation incorporated in
the District of Columbia.
Section 2. Location
The principal office of the Association shall be located in
Rochester, New York.
Section 3. Definitions
For the purposes of these by-laws, the terms “barter industry”
and “trade industry” are synonymous. The trade or barter
industry consists of individuals, partnerships, corporations and
firms whose activities are devoted to facilitating, organizing a
market for, and making exchanges of goods or services where
payment is either wholly or partially in other goods or services
or in trade units of account other than cash. The industry exists
worldwide. It is characterized by the following activities:
(a) barter exchange of goods or services among wholesalers,
retailers, manufacturers, and other businesses;
(b) corporate barter or exchanging of raw materials, semi-
processed, or finished goods or services among firms;
(c) media barter trading of media time and space for goods
or services; and
(d) international barter trading of goods and services. In each
of the foregoing examples, what characterizes a particular
transaction as a barter or trade exchange is the fact that payment
is made or stated, either in whole or in part, in terms of other
goods or services, or in other units of account (other than cash)
that may be used in payment for other goods or services.
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Article 02. Objectives
The objectives of the Association shall be:
(1) To develop and maintain high standards of service and
ethics among the members.
(2) To promote goodwill and cooperation among the members.
(3) To hold meetings and conferences for the benefit of the
members.
(4) To foster all trade, commerce and the interests of all
members of the industry.
(5) To advocate the enactment of laws, regulations, rules, and
ordinances that are favorable to the members of the industry
and their clients, and conversely, to oppose the enactment of
laws, regulations, rules, and ordinances that are unfavorable to
the industry members and their clients.
(6) To collect and disseminate information of value to the
members and the public.
(7) To promote and encourage public and business awareness
of and interest in all barter trading.
(8) To establish and maintain liaison and cooperation with
other professional, trade, business, and governmental groups.
(9) To make and adopt by-laws for the governing and
functioning of the Association.
(10) To do any and all proper things for the advancement and
accomplishment of the common business interests of the
members.
(11) To promote cooperation and trading among members.
(12) To promote the ethical practice of all barter companies
worldwide.
(13) To administer an accreditation program for members of
the Association and their employees.
(14) To act as a barter industry watchdog worldwide and specify
codes of conduct for the members. The foregoing enumeration
of purposes shall be construed as a statement of both purposes
and powers, and not as restricting or limiting in any way the
general powers of this Association, or their exercise and
enjoyment as they are expressly or implicitly granted by the
District of Columbia Nonprofit Corporation Act.
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Article 03. Membership
Section 1. Qualifications.
Membership in the Association shall be composed primarily
of individuals, partnerships, corporations, and firms who
engage in the trade or barter industry worldwide and who meet
the membership qualifications set forth below in section 2.
Any entity that has an officer, owner, partner, manager,
director or managing director that has been charged with and
duly convicted of a felony may not be eligible for membership
in the Association.
Any entity that has an officer, owner, partner, manager,
director or managing director that has entered into a consent
order or decree, or has been charged with and duly convicted
of or found in violation of applicable local, state or federal
laws or regulations involving
(a) fraud, including, consumer or mail fraud or
(b) securities violations or
(c) franchising violations in the performance of barter or
trade activities or other business endeavors shall not be
eligible for membership in the Association.
Section 2. Membership Categories
Voting Members
Regular Member Those individuals, partnerships, corporations
and firms that conduct barter transactions as their primary
business or individuals, partnerships, corporations and firms
that provide services, support or counseling to the barter
industry as their primary business and that are headquartered
and located within the geographic territory of an IRTA chapter.
A member in this classification who meets the membership
requirements has one (1) vote in the global Association.
A company is not entitled to global membership unless the
membership application has first been accepted by the chapter
organization in which the company’s headquarters resides.
All voting members must belong to a chapter of IRTA if one
exists in their area.
At-Large Member
Those individuals, partnerships, corporations and firms
that conduct barter transactions as their primary business and
are not headquartered or located within the geographic
territory of an IRTA chapter. A member in this classification
who meets the membership requirements has one (1) vote in
IRTA Global, and is under the jurisdiction of the global
organization. The Board of Directors may elect to approve a
global At-Large Membership on a promotional basis for a
limited period of time i.e., chapter in formation, special
corporate partner promotions, etc. An at-large applicant
may be assigned to a chapter.
Sustaining Member:
A chapter member or at-large member who wishes to
support the organization in a larger monetary way and
gain additional benefits. Non-voting Members: Members
in the following classifications shall have all the rights of
a voting member except that they shall not have voting
rights and shall not be eligible to hold chair, board or
officer positions within the Association.Non-voting
members may serve on committees.
Associate Member:
An individual, partnership, corporation or firm who
subscribes to the objectives of IRTA and wishes to lend
support to IRTA through membership. Pending Chapter
Applicant: Those individuals, partnerships, corporations
or firms that operate or intend to operate a barter
company where the company is less than one (1) year
old, or who has not yet started the business.
Section 3. Voting Rights.
All voting members must be members in good standing
as described in Sections 2 and 6 of this Article. No member
shall be entitled to more than one (1) vote on each matter
submitted to a vote of the members.
Section 4. Application.
Applicants for membership shall complete and sign an
application form provided by the Association. Such
application shall be submitted to the Membership
Committee of the applicable chapter or to the global
headquarters office. The application shall include an
agreement by the applicant to pay dues assessed and to
abide by the Association’s Code of Ethics. The applicant
shall voluntarily disclose to the Board of Directors
whether it or any of its officers, directors or managers
are the subject of a current criminal proceeding,
investigative suit related to any activity, and/or whether
the applicant has been convicted of any crime. The
applicant will also provide three business references,
any disclosures required by law, and any other
information required by the Membership Committee.
The Board of Directors shall consider this information
in reviewing the application for membership. Each
chapter is entitled to review and accept or reject all
membership applications from companies within the
chapter’s territory.
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Section 5. Admission.
Any individual, partnership, corporation or firm eligible
and qualified for membership under the by-laws shall be
elected to membership by a majority vote of those
Directors present and voting at any meeting of the Board
of Directors or in such a manner as the Board of Directors
may determine. The Board of Directors shall have the right
to refuse any application, provided that such refusal is by
majority vote of the Board of Directors at a meeting at
which there shall be a quorum of Directors present. The
Board shall provide an explanatory notice to the rejected
applicant, who shall be accorded rights of due process,
including the right to respond and appeal to the Board
of Directors and the Annual Meeting of the Association.
Section 6. Member in Good Standing.
A member in good standing is defined as a member who
subscribes to the Code of Ethics of the Association and
who is current in payment of membership dues.
(a) Current means that the amount owing on dues
statements rendered has been paid in full, within 60 days
of due date.
(b) At the direction of the Board, special assessments may
be treated as dues.
(c) A member who may be current in payment of
membership dues but who otherwise fails to pay any
special assessments authorized by the Board of Directors,
shall be suspended but not terminated. As a suspended
member, that member shall not be entitled to serve in an
elective office, but may have a vote in the affairs of the
Association and continue to receive the services provided
by the Association, attend general or special meetings,
and participate in debate and discussion of matters before
the Association.
Section 7. Suspension.
(a) Suspension for Nonpayment of Special Assessments.
A member who may be current in payment of membership
dues but who otherwise fails to pay any special assessments
authorized by the Board of Directors, shall be suspended
but not terminated. As a suspended member, that member
shall not be entitled to serve in an elective office, but may
have a vote in the affairs of the Association and continue to
receive the services provided by the Association, attend
general or special meetings, and participate in debate and
discussion of matters before the Association.
(b) Suspension for Charges Relating to Violations of Local,
State or Federal Laws.
Any member individual, partnership, corporation or firm or
any member officer, owner, partner, manager, director, or
managing director of such partnership, corporation, or firm
that has been charged with or named in relation to violation
of applicable local, state or federal laws or regulations
involving
(a) fraud, including consumer or mail fraud, or
(b) securities violations or
(c) franchising violations in the performance of barter or
trade activities or other business endeavors shall be
suspended immediately from membership in the
Association until the matter is resolved. As a suspended
member, that member shall not be entitled to serve in an
elective office and shall not have a vote in the affairs of
the Association but shall continue to receive the services
provided by the Association, attend general or special
meetings, and participate in debate and discussion of
matters before the Association. A suspended member shall
continue to be responsible for the payment of dues during
the period of suspension.
Section 8. Termination.
The Board of Directors by affirmative vote of two-thirds of
all members of the Board may expel a member if that member
is found guilty of any act prejudicial to the purposes for which
the Association is formed. For any other cause other than
non-payment of dues, removal shall occur only after the
member complained against has been advised of the complaint
lodged against him and has been accorded rights of due
process including reasonable opportunity for defense, appeal,
and hearing before the Board. Such member, if removed, may
further appeal such removal to the Annual Meeting of
members of the Board of Directors at least ten (10) days in
advance of the Annual Meeting. The members attending the
Annual Meeting shall review and decide the matter by
majority vote.
Section 9. Resignation.
Any member may resign by filing a written resignation with
the Board of Directors, but such resignation shall not relieve
the resigning member of the obligation to pay dues
theretofore assessed and unpaid.
Section 10. Reinstatement.
A former member desiring membership may be reinstated by
the Board of Directors on showing proof of qualification,
paying all dues in arrears and paying any applicable penalties.
Section 11. Transfer.
Membership in the Association is not transferable or
assignable without approval by the Board of Directors.
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Article 04. Organization Structure
Section 1. Organization. To achieve the objectives of the IRTA, the Board of Directors may, at its discretion, establish organizational units such as boards, councils, or divisions to serve special interests within the barter industry. The Board of Directors shall exercise authority over policies, services, programs, and budgets of all organizational units, including qualification for membership unless these are otherwise stated in these Bylaws. Section 2. Allied Organizations For the mutual benefit of all, for the advancement of the barter industry, and in order to further the objectives of the IRTA, the Board of Directors may establish relationships with other Associations. The Board of Directors may establish such terms and conditions for relating to recognized societies and groups, as it considers desirable.
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Article 05. Chapters
Section 1. Certification as an IRTA Chapter
Applications for formation of a chapter shall be submitted
to the Global Board of Directors. This application must be
signed by five (5) or more companies that would qualify
for active membership and include first year dues and
fees and Chapter bylaws. The Global Board of Directors
has the authority to approve or reject the application.
Section 2. Chapter Bylaws
Chapter bylaws shall not conflict with those of Global
IRTA. Current chapter bylaws shall be maintained on file
in the Global IRTA office.
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Article 06. Dues
Section 1. Annual Dues.
The Board of Directors shall determine from time to time
the annual dues payable to the Association. Member dues
shall be remitted to the global office, which will remit the
portion due to the Chapter as agreed between IRTA Global
and the chapter.
Section 2. Dues Schedule
The schedule and structure of dues will be reviewed annually
by the Board of Directors with the goal of establishing a dues
schedule to yield sufficient resources to operate the
Association within its annual budget while equitably
apportioning the burden among members according to
financial capacity.
Section 3. Payment.
(a) Cash dues payment: Payment of the cash portion of dues
may be made at the member’s election either on an annual or
monthly basis. Dues are payable in U.S. dollars. Annual dues
shall be rendered as of January 15 and monthly dues on the
15th of each month. Payment may be made by cash, check, or
credit card. Monthly payments must be made by credit card on
file with the IRTA office.
(b) Trade dues payment: Payment of the trade portion shall be
payable on an annual basis by January 15.
Section 4. Delinquency and Cancellation.
Any member of the Association who shall be delinquent in
dues for a period of sixty (60) days from the time dues
become payable shall be notified of such delinquency. If the
payment of dues is not made within the next thirty (30)
days after the mailing of such notice of delinquency,
membership shall be suspended. If within the next thirty
(30) days payment is not received, membership shall
automatically terminate.
Section 5. Refunds.
No dues shall be refunded to any member whose
membership terminates for any reason.
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Article 07. Meetings
Section 1. Annual Meeting.
The Annual Meeting of the Association shall be held at
such place and on such dates as may be determined by the
Board of Directors.
Section 2. Special Meetings
Special meetings of the Association may be called
(a) by the Board of Directors at any time, or
(b) by the Board of Directors upon written request of not
less than ten percent (10%) of the members having voting
rights. The business to be transacted at any special meeting
shall be stated in the notice thereof, and no other business
may be considered at that time.
Section 3. Notice.
Written notice of any meeting of the Association shall be
mailed to the last known address of each member not less
than twenty-one (21) days before the date of the meeting.
Section 4. Voting.
At all meetings of the Association each voting member in
good standing shall have voting power as determined by the
procedures specified in Article III, Section 2, and may take
part and vote in person on issues and matters presented.
Unless otherwise provided by the by-laws, a majority of the
votes of those members present or represented by proxy
shall govern. Voting for the election to the board of
directors shall be by secret ballot. Voting procedures for
all other matters shall be by voice or hand vote, unless
requested otherwise by a voting member of the general
membership.
Section 5. Proxy.
A member may vote by proxy at the Annual Meeting for
the election of Board members only. A proxy must be
submitted in writing to the Association’s Executive
Director prior to the vote at the Annual Meeting.
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Section 6. Mail Ballot Procedure.
In a mail ballot for the election of Directors, a fifty
percent (50%) response of all members eligible to vote
shall constitute a valid action. The number of candidates
equal to the number of seats on the Board of Directors
up for election receiving the highest number of votes
shall be elected. In the event of a tie vote, a run-off
election shall be held.
Section 7. Voting by Mail.
Proposals to be offered to the members for a mail vote
shall be submitted to the membership by the Board of
Directors. On any mail vote, no less than twenty-five
percent (25%) of all members eligible to vote shall
constitute a valid action and a majority of the votes of
those voting shall determine the action.
Section 8. Quorum.
At any Annual Meeting or special meeting no less than a
majority of the membership in attendance or represented
by proxy shall constitute a quorum.
Section 9. Cancellation.
The Board of Directors may cancel any Annual Meeting or
special meeting for cause. The Board of Directors shall
either reschedule the Annual Meeting or transact the
business of the meeting through the mail.
Section 10. Rules of Order.
The meetings and proceedings of the Association shall be
regulated and controlled by the current edition of Robert’s
Rules of Order for parliamentary procedure, except as may
otherwise be provided by these by-laws.
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Article 08. Directors and Officers
Section 1. Authority and Responsibility.
The Board of Directors shall have supervision, control and
direction of the affairs of the Association. The Board of
Directors may adopt such rules and regulations for the
conduct of it’s business as it shall deem advisable.
Section 2. Composition.
The Global Board of Directors shall consist of eleven (11)
members. Member firms, companies, partnerships or
corporations shall be representative of the membership.
Each approved chapter and council shall be entitled to
designate a minimum of one voting member of that chapter
or council to serve as a voting member of the global board.
The remaining members of the board shall be members
identified with a trademark or name belonging to another
entity instead of another member or are de facto controlled
by another entity rather than another entity. There shall not
be more than two (2) members on the Board from any system
or network having multiple franchises, licenses, partnerships
or other entities that are identified with a trademark or name
belonging to another member, or are de facto controlled by
another member. Further, there shall be no more than two (2)
members on the Board at any one time whose business is not
engaged primarily in barter transactions.
Section 3. Qualifications for Directors and Officers
To be nominated to serve on the Board of Directors of the
global Association, a member must meet the following criteria:
a. Be a member in good standing as described in Article III,
Section 6.
b. Be an owner, officer, or managing partner of a member
company for at least three years.
c. Have been a member of the Association for at least one year.
Section 4. Election and Term.
Directors shall be elected at the Association’s Annual Meeting
by a majority of the votes of the members eligible to vote. The
term of office shall be three years. Directors are eligible for
reelection to the Board of Directors upon completion of their
terms of office.
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Section 5. Quorum.
At any meeting of the Board, no less than a majority of the
Board members shall constitute a quorum necessary for the
transaction of business.
Section 6. Meetings.
A regular meeting of the Board of Directors shall be held at
least twice a year, with one meeting held either before or after
and at the same place as the Annual Meeting of members. The
Board of Directors may provide by resolution for the holding
of additional meetings of the Board without other notice than
such resolution. Special meetings of the Board may be called
by a majority of the directors, by notice mailed, delivered,
telephoned or telegraphed to each director.
Section 7. Voting.
Voting rights of a director shall not be delegated to another
person or exercised by proxy. Action taken by mail, facsimile
or e-mail ballot of the members of the Board in which at least
a majority of directors, in writing, indicate themselves in
agreement, shall constitute a valid action of the Board if
reported at the next regular meeting of the Board.
Section 8. Vacancies and Removal of Board Members.
Any vacancy occurring for an elected position on the Board of
Directors shall be filled by a majority vote of the Board. A
director elected to fill a vacancy shall serve only until the next
Annual Meeting, at which time the seat shall be filled by vote of
the membership. The Board of Directors shall remove any
director who has been found guilty, by a court of competent
jurisdiction, of violations of applicable local, state, provincial or
federal laws or regulations involving
(a) fraud, including consumer or mail fraud, or
(b) securities violations or
(c) franchising violations in the performance of barter or trade
activities or other business endeavors. Any director who has
entered into a consent order or decree in connection with such
violations may be removed by the Board of Directors, at the
Board’s discretion, upon review of the consent order or decree
and/or any other relevant materials. In the event a vacancy is
created by a director being suspended pursuit to Article III,
Section 7, such vacancy shall remain until resolution of the
matter causing the suspension or the end of the director’s term,
whichever occurs first. The Board of Directors may, by
affirmative vote of two-thirds of its members, remove any
director for just cause. The Board may also, at its discretion
and by two-thirds vote of its members, remove any director for
unexcused absences at two (2) consecutive regularly
scheduled meetings of the Board.
Section 9. Elected Officers.
The elected officers of the Association shall be members in
good standing of the Association and consist of a President,
Vice President, Treasurer, and Secretary, all of whom shall be
elected by the Board of Directors.
The President, Vice President, Secretary and Treasurer shall
serve a term of two (2) years or until their successors have
been duly elected and assume office. The officers shall
serve concurrently as members of the Board of Directors.
Additional officers with prescribed duties may be approved
by the Board of Directors, as the affairs of the Association
may require.
Section 10. Vacancies and Removal of Officers.
Vacancies in any elective office may be filled for the balance
of the term thereof by the Board of Directors at any regular
or special meeting of the Board of Directors. The Board of
Directors shall remove any officer who has been found guilty,
by a court of competent jurisdiction, of violations of
applicable local, state, provincial or federal laws or
regulations involving
(a) fraud, including consumer or mail fraud, or
(b) securities violations or
(c) franchising violations in the performance of barter or trade
activities or other business endeavors.
Any officer who has entered into a consent order or decree in
connection with such violations may be removed by the Board
of Directors, at the Board’s discretion, upon review of the
consent order or decree and/or any other relevant materials.
The Board may, by a two-thirds vote, remove any officer for
just cause. The Board of Directors may also, at its discretion,
and by a two-thirds vote, remove any member of the Board or
officer of the Association for failure to attend two (2)
consecutive regularly scheduled or special meetings of the
Board of Directors or the Association.
Section 11. Duties of the President.
The President shall be the principal elected officer of the
Association and shall be responsible for the conduct of all
business and affairs of the Association in accordance with
policies or guidance laid down by the Board of Directors. He
shall preside at all meetings of the members and the Board
of Directors. He shall also serve as a member of the Board
of Directors with the right to vote on all committees that
may be established by the Association, except the
Nominating Committee. The President shall chair the
Executive Committee.At the Annual Meeting of the members
of the Association, the President shall communicate to the
members such matters and make suggestions as may in his
opinion tend to promote the welfare and increase the
usefulness of the Association. He shall perform such other
duties as may be prescribed by the Board of Directors.
Section 12. Duties of the Vice President.
The duties of the Vice President shall be delegated to the Vice
President by the Board of Directors. The Vice President shall
perform the duties of the President in the event of the latter’s
inability to serve.
Section 13. Duties of the Treasurer.
The Treasurer shall be responsible for the Association’s records
and accounting for the Association’s funds. The Treasurer shall
be responsible for and oversee the collection of all member dues
and/or assessments, the establishment of proper accounting
procedures and procedures for the handling of the Association’s
funds, and the keeping of the funds in such banks, institutions and/
or investments as are deemed appropriate by the Board of
Directors. The Treasurer shall be responsible for reporting on the
financial condition of the Association to the Board of Directors
when called upon. At the end of the fiscal year, the Treasurer shall
be responsible for the preparation of annual reports which shall
reflect a review by a certified public accountant. At the expiration
of his term of office, the Treasurer shall deliver to the successor
all books, money, and other property in his charge, or, in the
absence of a successor, he shall deliver such properties to the
President of the Association.
Section 14. Duties of the Secretary.
The Secretary of the Association shall be responsible for the
proper and legal mailing of notices to members. The Secretary
shall be responsible for keeping proper minutes of the meetings
of the Association, and for filing minutes of meetings of the
Board of Directors and all committees. He shall also see that
accurate records are kept of all members. All books and records
of the Association shall be kept at the principal office of the
Association and may be inspected by any member or his attorney.
Section 15. Delegation of Duties.
Such duties and responsibilities of the Board of Directors and
officers of the Association, as may be specified by the Board
of Directors, may be delegated by the Board to the Executive
Management staff of the Association.
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Article 09. Executive Management Staff
Section 1. Appointment.
The Board of Directors shall employ a salaried staff or
contract with an Association Executive Director whose
terms and conditions shall be specified by the Board of
Directors.
Section 2. Duties.
The Association Executive Director shall be the executive
officer of the Association and shall be responsible to the
Board of Directors for such functions as are delegated to
him/her by the Board. The Association Executive Director
shall, if necessary, employ and terminate employees and
shall establish their salaries in accordance with the
approved budget of the Association.
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Article 10. Executive Committee
Section 1. Authority and Responsibility
The Executive Committee may act in place and stead of
the Board of Directors between Board meetings on all
matters, except those specifically reserved to the Board
by these Bylaws. The Committee shall oversee the
financial affairs of the Association. The agenda of the
Executive Committee meetings will be distributed to
the Board of Directors in advance of the meeting
when practical and possible. Actions of the Executive
committee shall be reported to the Board as soon as
practical following the meeting.
Section 2. Composition and Election
The Executive Committee shall consist of the President,
the Vice President, the Secretary, Treasurer, and Immediate
Past President or one Director-at-Large appointed by the
President.
Section 3. Quorum-Call of Meeting
A majority of the Executive Committee shall constitute a
quorum at any duly called meeting of the Committee. The
President shall call such meetings of the Executive Committee
as the business of the Association may require, or a meeting
may be called by the Vice President on request of two other
members of the Executive Committee.
Section 4. Vacancies
Any vacancy occurring on the Executive Committee will be
filled in the manner as provided in Article VIII, Section 10.
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Article 11. Special and Standing Committees
Section 1. Nominating Committee
At least ninety (90) days before the Annual Meeting, the Board
shall appoint a nominating committee consisting of five (5)
active members. It is the responsibility of the nominating
committee to nominate candidates for Board vacancies. At least
thirty (30) days prior to the Annual Meeting, the nominating
committee shall invite suggestions from the membership for
those directorships that are vacant or about to expire. Said
nominations shall be reported and voted on by the Annual
Meeting of members. Additional nominations may be made
from the floor.
Section 2. Ethics Committee
There shall be a provision for the establishment of an Ethics
Committee whose responsibility shall be the development and
enforcement, through due process, of the Association’s Code
of Ethics. The creation, composition, terms, powers and duties
of the committee shall be specified by the Board of Directors.
Section 3. Finance Committee
There shall be provision for the establishment of a Finance
Committee that shall assist the Board of Directors in reviewing
and approving ways of increasing revenues for the Association.
The creation, composition, terms, powers and duties of the
committee shall be specified by the Board of Directors.
Section 4. Other Committees
The Board of Directors, by resolution adopted by a majority
of the directors in office, may designate and appoint more
committees as may be deemed necessary to assist the Board
in the operation of the Association. Composition, terms,
conditions and responsibilities of the committee(s) shall be
specified by the Board.
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Article 12. Finance
Section 1. The Fiscal Year.
The fiscal year of the Association shall be as determined by
the Board.
Section 2. Budget.
The Board of Directors shall review and approve the annual
budget.
Section 3. Authorization.
The Board of Directors may authorize in writing any officer,
agent, or employee of the Association to enter into written
contracts or execute any instrument in the name of and on
behalf of the Association.
Section 4. Review.
The accounts of the Association shall be reviewed by a
certified public accountant who shall be appointed by the
Board of Directors and who shall provide a report to the
Board.
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Article 13. Indemnification of Officers and
Directors
All officers and directors of the Association, whether or not
then in office, shall be indemnified by the Association
against all costs, liabilities, judgments, and expenses actually
and reasonably incurred by, or imposed upon them in
connection with or arising out of any action, suit, or
proceeding in which they may be involved, directly or
indirectly, or to which they may be made a party by reason
of being or having been an officer or director of this
Association, or by reason of any action heretofore or
hereafter at any time taken as an officer or director of this
Association (such expenses to include the cost of reasonable
settlements made with a view to curtailment or avoidance of
costs of litigation, or where a settlement is deemed for the
best interest of the Association under its obligation or
indemnity), except in relation to matters as to which they shall
be finally adjudged in such action, suit or proceeding to have
been guilty of bad faith or fraud in the performance of their
duty as such officer or director, and the foregoing right of
indemnification shall not be exclusive of other rights to which
they may be entitled by agreement, by vote the members, or
otherwise. To support this Article, the Association will purchase
and keep in force a director liability insurance policy that will
cover all officers and directors.
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Article 14. Dissolution
The Association shall use its funds only to accomplish the
objectives and purposes specified in these by-laws and no part
of said funds shall inure, or be distributed, to the members of
the Association. On dissolution of the Association, any funds
remaining shall be distributed to one or more regularly
organized and qualified charitable, educational, scientific, or
philanthropic organizations to be selected by the Board of
Directors.
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Article 15. Regulations
(a) The Board of Directors may adopt and promulgate
regulations that shall be binding upon all members of the
Association, in order to give effect to the Code of Ethics
and policy of the Association. Such regulations shall be
effective on the date established by the Board of
Directors.
(b) The Board of Directors may, at its discretion, submit
proposed regulations to the general membership for approval,
either at a general or special meeting or by mail ballot.
(c) Any regulation which has been put in effect, but which has
not been adopted by the general membership, either at a
general or special meeting or by mail ballot, shall be placed
on the agenda and considered at the next general or special
meeting of the Association. The regulation, with or without
amendments, shall be voted on, and either adopted or rejected.
(d) Recommended changes to any regulation of the
Association may be submitted by members at any time. Such
recommended changes will be considered by the Board of
Directors at its next regular meeting, and, if adopted, will be
put into effect or submitted to a vote of the membership.
(e) Changes to any regulation may be instituted by the Board
of Directors using the same procedures as for an original
regulation, contained in subparagraphs (a) - (c) above.
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Article 16. Amendments
These by-laws may be amended, suspended or repealed and new
by-laws may be adopted by two-thirds of the votes of the
members of the Board of Directors. Amendments may be
proposed at the Annual Meeting of members or by written
request of ten percent (10%) of the membership addressed to
the Board. All proposed amendments shall be presented to the
Board of Directors with or without a recommendation present
and constituting a quorum at a meeting of the Board.
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BYLAWS OF THE International Reciprocal Trade Association
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