Wilbert Manufacturers Association

Amended & Restate ByLaws, 6/25/2015

ARTICLE I | NAME

This organization shall be known as the WILBERT MANUFACTURERS ASSOCIATION.

ARTICLE II | PURPOSE

The primary purpose of the Wilbert Manufacturers Association (the Association) is to be the representative voice of the members of the Association. Further purposes of the Association are to (a) articulate and advocate the needs, interests and goals of its members in the context of a balanced, constructive, cooperative and mutually respectful relationship with Wilbert Funeral Services, Inc., its successors and assigns (the Licensor); (b) foster and promote the economic and business interests and investments of those individuals and entities who are independently owned licensees of the Licensor: (c) disseminate information among its members concerning the manufacture, sale and servicing of WILBERT burial vaults and products; (d) to interchange merchandising ideas, to promote research and scientific activities and improvements in the manufacture of WILBERT burial vaults and products; (e) to encourage lawful trade practices among its members; (f) to promote friendship and good will among its members; and (g) in general to conduct such business of the Association in conformity with the specific powers herein granted or otherwise permissible under applicable law.

ARTICLE III | OFFICES

The Association shall have and continuously maintain in the State of Illinois a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.

ARTICLE IV | MEMBERS

Section 1 : Classes of Members

The Association shall have four classes of members. The designation of such classes shall be as follows:

  1. Regular Members | A Regular Member shall be a person, firm or corporation licensed by the Licensor to manufacture and sell WILBERT burial vaults and products, and membership in this Association as a regular member shall be limited to such licensees. Regular membership is not open to a Wilbert Funeral Service operation owned or controlled by the Licensor or any of its affiliates, or which is under the common ownership or control of Licensor, whether through the ownership of securities, by contract or otherwise. If the licensee is a corporation or limited liability company there shall be listed on the membership roll of the Association, in addition to the corporate name, the names of the President, or Vice-President, and Secretary of such corporate licensee; and if the licensee conducts business under a trade name, the name of the owner or owners shall be listed on the membership roll of the Association. All partnership and corporate licensees shall designate in writing to the Secretary of the Association the partner or officer of the corporate licensee to represent and vote for the licensee member, and such partner or officer shall also be the person eligible to hold any office or directorship in this Association.
    Without limiting the generality of the foregoing, any person or group of affiliated persons who own multiple licenses, must join the Association, must be a Regular Member and must pay dues based upon all of the licenses owned by such Regular Member and by any affiliated entity.
  2. Associate Members | Any sub-licensee or distributor of a Regular Member shall be eligible to be an Associate Member. A sub-licensee or distributor is any person, firm or corporation who manufactures and sells WILBERT burial vaults and products under a sub-license or distributor agreement with a Regular Member.
  3. Licensor Members | Any Company Store (as that term is defined in the Wilbert Funeral Services, Inc. 2015 Intellectual Property License Agreement) shall be eligible to be a Licensor Member.
  4. Supporting Members | Any person or entity that acts as or wishes to act as a supplier, vendor or service provider to Regular Members shall be eligible to be a Supporting Member. The Board may from time to time establish levels or categories of Supporting Members.

Section 2 : Admission of Members

A Regular Member shall be admitted as such immediately upon being certified as a licensee of Licensor to the Association by the Secretary of Licensor. An Associate Member shall be admitted immediately upon being certified as a sub-licensee or distributor of Licensor to the Association by the Secretary of the Licensor. In the event that Licensor declines or fails to provide any such certification, an applicant may submit a signed copy of its license agreement, sublicense agreement or distributor agreement, as applicable.

Section 3 : Rights and Duties of Members

Every member shall be bound by these Bylaws, or by any and all Rules and Regulations now in force or which may hereafter be adopted. All classes of members shall have equal rights, duties and obligations except that (a) the Associate Members, Licensor Members and Supporting Members shall have no right to vote nor shall they be eligible to serve as President or as a Director; and (b) the dues of members shall be as prescribed in Article XI of these Bylaws.

Section 4 : Voting Rights

  1. Officers and Directors | Each Regular Member shall be entitled to one vote for each Wilbert Funeral Services, Inc. Intellectual Property License Agreement under which such a member is a licensee for each Director to be elected from the Region in which such member's territory is located, as prescribed in Article VI, Section 2 hereof. Only Regular Members who are not in arrears in their financial obligations to the Association and are otherwise in good standing may vote at any regular, special or annual meeting of the Association.
    Voting shall be noncumulative.
    Such Directors shall be elected by a majority of the votes cast by written ballot at the Regional Meetings as provided in Article V, Section 7 hereof.
    All officers shall be elected by the Board of Directors from their own number.
  2. All Other Matters | On all other matters, including amendments to the Charter, and Bylaws and the levying of dues and assessments submitted to a vote of the members, one ballot shall be cast by each Regular Member present and such Regular Member shall be entitled to one vote for each WILBERT License Agreement in which such member is a Licensee. Said ballot shall be taken either via voice, standing, or written ballot, as directed by the President.
    All matters submitted to vote pursuant to this section must be passed by a majority of the votes cast, provided a quorum is present.

Section 5 : Termination of Membership

Membership in the Association shall cease upon the termination of any Regular Member's license agreement with the Licensor and upon the termination of any Associate Member's sub-license or distributor agreement with a Regular Member.

The Regular Members present at any annual meeting may, by majority vote as provided in Article IV, Section 4, suspend or expel a member for cause after notice and an opportunity to be heard. The Board of Directors may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues as provided in Article XI of these Bylaws. Termination of membership for whatever cause, shall terminate such member's rights and such members shall receive no compensation for the surrender of the membership herein. In the event a member is expelled, a member shall not be eligible for readmission as a member unless the readmission is approved by the affirmative vote of a majority of the members of the Board of Directors then in office.

Section 6 : Transfer of Membership

Membership in this Association is not transferable nor assignable. In the event a Member sells all or substantially all of its assets or its business utilized in connection with its WILBERT burial vaults and products business, the transferor's membership shall terminate as provided in Article IV Section 5 hereof, and the transferee shall be admitted as a Regular Member, as provided in Article IV, Section 2 at such time as the Licensor certifies the transferee as a licensee or sublicensee, as appropriate.

Section 7 : Benefits of Regular Membership

Only Regular Members in good standing shall be entitled to the benefits and privileges accorded to Regular Members of the Association.

ARTICLE V | MEETINGS OF THE MEMBERS

Section 1 : Annual Meeting

The Annual Meeting of the Association shall be held at such time and place either within or without the State of Illinois as may be selected by the Board of Directors. Notice of the date, time and location of the Annual Meeting shall be given to all members not less than sixty (60) days prior to the date fixed for such meeting.

Section 2 : Special Meetings

Special meetings of the members of the Association may be called by the President or the Board of Directors or on the written application of ten (10) Regular Members of the Association to the President, whenever in his, her, its or their opinion the business of the Association may require it, by written notice to the members at least ten (10) days prior to such meeting, stating the object for which the meeting is called. No action may be taken at any such meetings upon any question not stated in the notice as an object for which such meetings are called.

Section 3 : Quorum

One third (1/3) of Regular Members shall constitute a quorum for the transaction of business at any meeting of the members. If a quorum is not present at any meeting of members, a majority of the Regular Members present may adjourn the meeting from time to time without further notice.

Section 4 : Proxies

At any meeting of the members of the membership, a Regular Member entitled to vote may vote either in person or by proxy executed in writing by the member and appointing as the attorney-in-fact under such proxy only a person who is (a) an employee, business associate or member of the immediate family of such Regular Member, or (b) is a Regular Member in good standing. No proxy shall be valid after sixty days from the date of its execution. An attorney-in-fact under a proxy shall have the same voting rights as the Regular Member appointing him/her.

Section 5 : Information Action by Members

  1. Unless otherwise provided in the articles of incorporation of the Association, any action required by the Illinois General Not for Profit Corporation Act of 1986 (the "Act") to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of the members entitled to vote, may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of members casting votes, or such larger number as may be required by the Act, the Articles of Incorporation, or the Bylaws, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than 5 days from the date the ballot is delivered; provided, however, in the case of a removal of one or more directors, a merger, consolidation, dissolution of sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered.
  2. Such informal action by members shall become effective only if, at least 5 days prior to the effective date of such informal action, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof.

Section 6 : Representation at Meetings

No one not a member of the Association or an attorney-in-fact under a proxy, as provided in Section 4, shall be allowed to attend any regular, special or Region meeting without the permission of the President of the Association. Associate Members, Licensor Members and Supporting Members may attend any regular, special, annual or region meeting, upon such terms, conditions, fees and charges as shall be determined by the Board of Directors.

Section 7 : Regional Meetings

In addition to the Annual Meeting described in Section 1 and any special meetings called in accordance with Article V, Section 2, between January 1 and June 30 of each year, each Region shall meet separately to conduct such business as may come before the meeting and to accept nominations and vote to elect Directors from the Region whenever the term of the Director serving from that Region shall expire in the year in which such meeting is held or whenever there shall be a vacancy of a Director from such Region. The acceptance of nominations and the vote to elect Directors may also take place at a Special Meeting called for such purposes. If the Director from the Region shall resign, die or become incapacitated and such vacancy shall occur after the Regional Meeting or the Annual Meeting, the Region may call a Special Meeting to fill such vacancy.

A copy of the minutes taken at the Regional Meetings shall be forwarded within thirty (30) days after the adjournment of such meeting to the Secretary/Treasurer of the Association and it shall be the duty of the Secretary/Treasurer of the Association to notify all its members of any Director elected at any Regional Meeting where a Director has been so elected.

Section 8 : Attendance at Meetings

Each Regular Member is expected to attend the meetings of the member's Region and the Annual Meeting of Members.

ARTICLE VI | BOARD OF DIRECTORS

Section 1 : General Powers

The affairs of the Association shall be managed by the Board of Directors.

Section 2 : Duties and Qualifications

To serve as a member of the Board of Directors, a person must be (a) a person with not less than five years of consecutive service as a management employee, officer, director, member or shareholder of an entity that is a licensee of the Licensor and which is a Regular Member in good standing with the Association, (b) willing to devote sufficient time and energy to the duties and responsibilities of the Board of Directors, estimated to be not less than 20 hours per month, (c) a person who has attended at least one annual meeting or regional meeting of the Association in each of the three previous years, (d) a person who is a representative of a Regular Member which derives not less than 90% of its burial vault revenue from the sale of Wilbert lined burial vault products, and (e) a person who does not occupy a position as officer, director, member or shareholder of any entity that is a burial vault competitor of the Licensor.

Section 3 : Number and Tenure

The number of directors shall be eight (8). Each Region shall elect two (2) directors.

Notwithstanding the number of licenses held by one company or by an affiliated group of companies, no company or affiliated group of companies shall have more than one (1) representative serving on the Board of Directors.

Each Director shall be installed for a term of three (3) years. In order to provide continuity on the Board, the terms of the Directors shall be staggered.

No Regular Member may be elected to the Board of Directors until one (1) year shall have elapsed after the termination of two successive three (3) year terms as a Director unless either: (i) he/she shall have previously served only to fill out the unexpired term of a vacated Director; or (ii) he or she is currently serving as either the President, the Vice President, or the Secretary/Treasurer.

Every Director elected by his/her Region as provided in Article V, Section 7, shall be installed at the Annual Meeting next succeeding the Regional Meeting at which time such Director was elected and his/her term of office shall begin at the adjournment of such Annual Meeting of Members and he/she shall serve until the termination of the applicable Annual Meeting.

Section 4 : Regions

For the purpose of the election of Directors the United States, Canada, and Mexico shall be divided into four (4) Regions. The Territorial boundaries of such Regions shall be as follows:

  • Region 1 : Northeast (including Ontario) Maine, Vermont, New Hampshire, New York, Massachusetts, Connecticut, Rhode Island, Pennsylvania, New Jersey, West Virginia, Delaware, Maryland, Virginia and Ontario
  • Region 2 : Midwest Wisconsin, Michigan, Illinois, Indiana and Ohio
  • Region 3 : South Kentucky, Arkansas, Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Louisiana and Florida
  • Region 4 : West (including Canada, except Ontario) Minnesota, Iowa, Missouri, North Dakota, South Dakota, Nebraska, Kansas, Oklahoma, Texas, Montana, Wyoming, Colorado, New Mexico, Idaho, Utah, Arizona, Nevada, California, Oregon, Washington, Alaska, Hawaii, Canada (except Ontario) and Mexico

Each Region shall hereafter adopt the above designated in references to such Region and the members having their places of business therein shall organize in such manner as they shall deem fit.

Section 5 : Regular Meetings

The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of regular meetings of the Board of Directors without other notice than such resolutions.

Section 6 : Special Meetings

Special meetings of the Board of Directors may be called by the President or any two Directors

Section 7 : Notice

Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by email, facsimile, or through the United States Postal Service to each Director at his address as shown by the records of the Association. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 8 : Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 9 : Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all of the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting.

Section 10 : Suspension or Removal

A Director may be removed with cause by a two thirds (2/3) vote of the Regular Members, by a two thirds (2/3) vote of the Regular Members that elected such Director, or by a two thirds (2/3) vote of the Board of Directors, but only after reasonable notice and an opportunity to be heard. Cause is defined as (a) failure to comply with Board meeting attendance standards established by the Board of Directors from time to time, (b) willful misconduct, dishonesty, or malfeasance, or (c) actions not taken in good faith with the reasonable belief that such actions were in the best interests of the Association.

Section 11 : Resignation

A Director may resign by delivering his or her written resignation to the President or Secretary/Treasurer of the Association. Such resignation shall be effective upon receipt (unless specified to be effective at some later time) and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 12 : Vacancy

In the event a vacancy in a directorship from one of the Regions, the Region from which the vacated Director shall have come shall fill such vacancy by electing a Director to serve the unexpired term at a regular meeting or at a special meeting called for that purpose. In the event the Region fails to elect a Director within ninety (90) days of the date of the vacancy, the Board of Directors may fill such vacancy by electing a Director from the applicable Region to serve the unexpired term at a regular meeting or at a special meeting called for that purpose.

ARTICLE VII | OFFICERS

Section 1 : Officers

The officers of the Association shall be a President, Vice-President and Secretary/Treasurer and such other officers as may be elected by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary/Treasurer. All officers shall be members of the Board of Directors and shall be elected by the Board of Directors. Each officer shall be elected to a two (2) year term. For the avoidance of doubt, in order to be eligible to serve as the President, Vice-President or Secretary/Treasurer, a person must be elected or reelected, as the case may be, to the Board of Directors by the applicable Region for the period of time during which the Director will serve as such an officer, and such person is not entitled to remain a Director solely by virtue of having been named as an officer of the Association. However, any person who has completed service as President, shall have the option of continuing to serve as a Director for one year thereafter.

Section 2 : President

The President shall preside over all meetings of the Association and of the Board of Directors and shall have general supervision of the affairs of the Association. He/She shall be a non-voting member of the Board of Directors and shall be an ex-officio member of all standing committees and special committees. He/She shall appoint all committees. He/She shall also have power to call special meetings of the Association at any time by giving each member of the Association at least ten (10) days' written notice thereof, but no business shall be transacted at such special meetings other than that specified in the notice.

Section 3 : Vice-President

It shall be the duty of the Vice-President to assist the President in the discharge of the duties of his/her office and to perform such duties assigned to him/her by the Board of Directors. In the event of the resignation, death or inability of the President to act, the Vice-President shall act as President until the next meeting of the Board of Directors.

Section 4 : Secretary/Treasurer

It shall be the duty of the Secretary/Treasurer to keep a roll of all members; he/she shall give notice of all business meetings and attend and act as Secretary/Treasurer at all meetings of the Board of Directors and of the Association. He/She shall be the custodian of all the property of the Association. The Secretary/Treasurer, with approval of the Board of Directors may delegate to the Executive Director such duties as deemed appropriate. The Secretary/Treasurer shall keep an accurate and detailed account of all receipts and expenditures and shall report at each regular Annual Meeting the receipts and expenditures since the last Annual Meeting together with the amount of funds on hand. He/She shall at the expiration of his term of office or his/her resignation or removal therefrom turn over all the funds, books and other property belonging to the association in his/her possession to his/her successor in office. He/She shall furnish satisfactory bond.

Section 5 : Committees

The President shall appoint following the Annual Meeting, such committees deemed necessary for the benefit of the Association. Each committee shall transact such business as referred to it by the President or Directors. They shall take no final action on a matter unless specifically given authority for such action.

Section 6 : Suspension or Removal

An Officer may be removed with cause by a two thirds (2/3) vote of the Board of Directors, by a two thirds (2/3) vote of the of the Regular Members, or by a two thirds (2/3) vote of the of the Regular Members that elected such Officer as a Director, but only after reasonable notice and an opportunity to be heard. Cause is defined as (a) failure to comply with Board meeting attendance standards established by the Board of Directors from time to time, (b) willful misconduct, dishonesty, or malfeasance, or (c) actions not taken in good faith with the reasonable belief that such actions were in the best interests of the Association.

Section 7 : Resignation

An officer may resign by delivering his or her written resignation to the President or Secretary/Treasurer of the Association. Such resignation shall be effective upon receipt (unless specified to be effective at some later time) and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 8 : Vacancies

If the office of any Officer becomes vacant, the Directors shall elect a successor. Each successor shall hold office for the unexpired term, or until such officer dies, resigns or is removed.

Section 9 : Compensation

Officers, Directors and Committee members may receive a reasonable per diem payment for meeting attendance, in such amounts as shall be determined by the Board of Directors, plus reimbursement of reasonable out-of-pocket expenses incurred on behalf of the Association to the extent approved by vote of the Board of Directors.

ARTICLE VIII | CONTRACTS, CHECKS. DEPOSITS AND FUNDS

Section 1 : Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of the Association and such authority may be general or confined to specific instances.

Section 2 : Checks and Drafts

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent, or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary/Treasurer and countersigned by the President or Vice-President of the Association.

Section 3 : Deposits and Funds

All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4 : Bonding of Officers and Employees

Any officer, employee or agent of the Association or any of its subsidiaries, who handle funds or valuable papers or documents of the Association, shall be adequately bonded.

ARTICLE IX | EXECUTIVE DIRECTOR

>The Board of Directors may appoint an Executive Director to manage the affairs of the Association, subject to the Board's directives and on such terms and conditions as the Board may determine. The Executive Director shall be a non-voting attendee at meetings of the Board of Directors, and shall act solely in the best interest of the Association, and the majority of its membership, not being an employee, agent, spokesperson, or representative of the Licensor.

ARTICLE X | FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XI | FEES AND DUES

Section 1 : Initiation Fee

There shall be no initiation fee for membership in this Association.

Section 2 : Regular Dues

Regular members shall pay monthly dues as may from time to time be determined by the Board of Directors. The basis for determination of the dues shall be an assessment against each member based upon the number of WILBERT burial vaults sold by such member in the preceding year. Associate Members, Licensor Members and Supporting Members shall pay such dues as shall be determined from time to time by the Board of Directors.

Section 3 : Special Dues & Assessments

Any dues or assessments other than those provided for in Section 2 above may be levied only by a majority vote of the regular members as provided in Article IV, Section 4b of these Bylaws.

ARTICLE XII | SEAL

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "corporate seal, Illinois."

ARTICLE XIII | WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois, or under the provisions of the Articles of Incorporation or Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV | PERSONAL LIABILITY

The members, directors and officers of the Association shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporations, associations or other entities extending credit to, contracting with, or having any claim against the Association, may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree or of any money that may otherwise become due or payable to them from the Association.

ARTICLE XV | INDEMNIFICATION AND INSURANCE

Section 1 : Indemnification

The Association shall indemnify each person who is or was a director, officer, employee or agent of the Association (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Association as a director, officer, employee or agent of the Association who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Association if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Any indemnification as mentioned above (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the above paragraph. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written option, or (c) by the Association membership.

Upon any such determination that such indemnification is proper for any director, officer, employee or agent of the Association, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

The indemnification obligation of the Association set forth herein shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which any party may be entitled under any contract, agreement, vote of the membership or disinterested directors or otherwise, both as to action in his or her official capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 2 : Insurance

The Association may purchase and maintain insurance at its expense, to protect itself and any such person against any such liability, cost, payment or expense whether or not the Association would have the power to indemnify such person against such liability.

ARTICLE XVI | AMENDMENT TO BYLAWS

The Bylaws may be altered, amended, repealed, or substituted, and new Bylaws may be adopted by a proposal for such alteration, amendment, repeal or substitution which is either in writing and signed by fifty (50) Regular Members; or, or which is approved by ten (10) Regular Members or a majority of the Board of Directors, and which proposal shall thereupon be read at the next regular meeting of members or at a special meeting of members called for that purpose, and if at such meeting the proposal received a two thirds (2/3) vote in favor of such alteration, amendment, repeal, or substitution, in accordance with the method of voting set forth in Article IV, Section 4b, the said proposal shall thereupon be adopted.

Prior to the meeting at which the proposal for such alteration, amendment, repeal, or substitution is made, sixty days' notice in writing shall be given to the regular members of the Association setting forth the proposed change or changes. Any change made in the proposal for the alteration, amendment, repeal, or substitution of the Bylaws may be made at such regular or special meeting upon the majority vote of the members present, in accordance with Article IV, Section 4b.