|
|
AMENDED AND RESTATED BYLAWS
OF THE
LAS VEGAS CHAPTER OF THE
AIR & WASTE MANAGEMENT ASSOCIATION
A NEVADA NON-PROFIT CORPORATION
ARTICLE I
NAME, AREA AND ADDRESS
Section 1. NAME:
This corporation shall be known as the Las Vegas Chapter of the Air & Waste Management Association (also referred
to herein as the "Chapter") and is one of the geographic chapters of the Air & Waste Management Association
(hereinafter referred to as the "Association").
Section 2. AREA:
The geographic area of the Chapter shall consist of: Southern Nevada, Counties of: Clark, Nye and Lincoln.
Section 3. ADDRESS:
The address of the principal office of the Chapter shall be the business office of the Chairman/President.
ARTICLE II
PURPOSE
Section 1. PURPOSE:
It shall be the purpose of the Chapter to promote better understanding of the problems of air pollution control,
and waste management, and related environmental concerns among government agencies, research personnel, educators,
representatives of industry, and the general public within the geographic area of the Chapter, and to work toward
resolution of these problems. It shall also be the purpose of the Chapter to promote closer professional and personal
relations among members of the Chapter and to further the mission and objectives of the Association.
Section 2. POWERS AND LIMITATIONS:
The Chapter shall have all the powers granted to it by the laws of the State of Nevada upon non-profit corporations
and by the Association and shall have the ability to do all things necessary and incident to its purposes, provided,
however, that the Chapter shall not engage in any activities or exercise any powers not permitted under Chapter
501 (c) (3) of the Internal Revenue Code of 1986.
ARTICLE III
MEMBERSHIP
Section 1. MEMBERS:
There shall be five (5) classes of membership of the Chapter: Individual Members, Honorary Members, Student Members,
Contributing Members, and Organization Members. Membership is available to persons residing in or conducting business
within the geographic area of the Chapter.
(A) Individual Members- Any individual who is a member of the Association and resides in or actually conducts business
within the geographic area of the Chapter shall be an Active member.
(B) Honorary Members- Honorary memberships, not exceeding two (2) each year, may be conferred upon persons who
have attained eminence in some field related to the purpose of the Chapter or who have rendered valuable service
to the Chapter. Approval of their membership must be by vote of the Executive Board. Honorary Members of the Chapter
and Honorary Members of the Association residing in the geographic area of the Chapter are entitled to all the
privileges and prerogatives of Chapter Members but are excused from the payment of dues.
(C) Student Members- Any full-time student at the level of senior in high school or above shall be eligible to
be a Student Member and shall have the privileges of nominating, voting, or holding office.
(D) Contributing Members- Any person or firm interested in accomplishing or supporting the accomplishment of the
mission and objectives of the Association and Chapter is eligible for Contributing Member status. Such persons
or firms must annually contribute at least the minimum dues determined by the Association’s Board of Directors.
The Contributing Member may designate one individual who shall receive all of the privileges of an individual member.
By paying additional Individual Membership dues, the Contributing Member may also designate other individuals who
receive all of the privileges of an Individual Member.
(E) Organization Membership- Any non-profit firm or government agency interested in accomplishing or supporting
the accomplishment of the mission and objectives of the Association and Chapter, is eligible for Organization Membership.
Such organizations must annually pay at least the minimum dues determined by the Association’s Board of Directors.
The Organization Member may designate up to three individuals who shall receive all of the privileges of an Individual
Member. By paying additional individual membership dues, the Organization Member may also designate other individuals
who receive all of the privileges of an Individual Member.
Section 2. ANNUAL MEETING:
Annual meetings of the members, commencing with the year 1997, shall be held on the second Wednesday of May each
year if not a legal holiday and, if a legal holiday, then on the next secular day following, or at such other time
as may be set by the Chapter’s Board of Directors (also referred to herein as the "Executive Board")
from time to time at which the members shall elect by vote the members of the Executive Board (i.e., the Chapter
Officers specified in Article V, Section 2) and transact such other business as may properly be brought before
the meeting.
Section 3. SPECIAL MEETINGS:
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President, the Secretary, or upon a resolution of the Executive
Board or upon the request in writing to the Executive Board of members representing five percent (5%) of the entire
membership of the Chapter. Such request shall state the purpose of the proposed meeting.
Section 4. PLACE OF MEETINGS:
All annual and special meetings of the members shall be held at a location within the geographic area of the Chapter
as specified by the Executive Board. Business transacted at any special meeting of members shall be limited to
the purposes stated in the notice.
Section 5. QUORUM; ADJOURNED MEETINGS:
Members representing one-third (33 1/3%) of the entire membership of the Chapter, present in person or represented
by proxy, shall constitute a quorum at all meetings of the members for the transaction of business except as otherwise
provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented
at any meeting of the members, the members entitled to vote thereat, present in person or represented by proxy,
shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 6. VOTING:
Each member shall be entitled at each meeting of the members to one vote. The vote for the election of persons
to the Executive Board and the vote upon any question before the meeting shall be by ballot.
When a quorum is present or represented at any meeting, the vote of a majority of the members present in person
or represented by proxy shall be sufficient to elect members of the Executive Board or to decide any question brought
before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles
of Incorporation, a different vote is required in which case such express provision shall govern and control the
decision of such question.
Section 7. PROXIES:
At any meeting of the members any member may be represented and vote by a proxy or proxies appointed by an instrument
in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies,
a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and
may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless
the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting
of the members unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification
of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors
of election who shall be appointed by the Executive Board, or if not so appointed, then by the presiding officer
of the meeting.
Section 8. ACTION WITHOUT MEETING PROHIBITED:
No action which may be taken by the vote of the members at a meeting may otherwise be taken by the written consent
of members.
ARTICLE IV
BOARD OF DIRECTORS
(i.e., EXECUTIVE BOARD)
Section 1. COMPOSITION OF EXECUTIVE BOARD:
The Board of Directors of the corporation (also referred to herein as the "Executive Board"), shall consist
of the duly elected officers of the Chapter.
Section 2. MANAGEMENT OF CORPORATION:
The business of the corporation shall be managed by the Executive Board which shall exercise all of the powers
of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the members.
Section 3. NUMBER, TENURE, AND QUALIFICATIONS:
The Number of persons which shall constitute the whole Executive Board shall be seven (7). Except as provided in
Section 4 of this Article IV, each member of the Executive Board (i.e., each officer) shall hold office until his
successor is elected and qualified. All members of the Executive Board (i.e., all officers) shall be members of
the Association.
Section 4. VACANCIES:
Vacancies in the Executive Board may be filled by a majority of the remaining officers, though less than a quorum,
or by a sole remaining officer, and each officer so elected shall hold such office for the remainder of the term
of office for which he has been elected. Members representing two-thirds (2/3rds) of the entire membership of the
Chapter any at any time peremptorily terminate the term of office of all or any of the officers by vote at a meeting
called for such purpose. Such removal shall be effective immediately, even if successors are not elected simultaneously.
A vacancy or vacancies in the Executive Board shall be deemed to exist in case of the death, resignation or removal
of any officers, or if the members fail at any annual or special meeting of members, at which any officer or officers
are to be elected, to elect the persons to offices to be voted upon at that meeting.
If the Executive Board accepts the resignation of an officer tendered to take effect at a future time, the Executive
Board or the members shall have power to elect a successor to take office when the resignation is to become effective.
No reduction in the authorized number of officers shall have the effect of removing any officer prior to the expiration
of his term of office.
Section 5. REGULAR MEETINGS:
Regular meetings of the Executive Board shall be held at a location within the geographic area of the Chapter which
has been designated from time to time by resolution of the Executive Board or by written consent of all members
of the Executive Board. In the absence of such designation regular meetings shall be held at the principal office
of the corporation. Special meetings of the Board may be held either at a place so designated or at the principal
office.
Regular meetings of the Executive Board may be held without call or notice at such time and at such place as shall
from time to time be fixed and determined by the Executive Board.
Section 6. ANNUAL MEETING:
The annual meeting of the Executive Board shall be held following the adjournment of the annual meeting of members
or at such other place and time to be designated by the new Chairman/President. In the event such meeting is not
so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Executive Board.
Section 7. SPECIAL MEETINGS:
Special meetings of the Executive Board may be called by the Chairman/President, Vice Chairman/Vice-President,
Secretary or by any two (2) officers.
Written notice of the time and place for special meetings shall be delivered personally to each officer, or sent
to each officer by mail or by other form of written communication (including telecopier transmission), charges
prepaid, addressed to him at his address as it is shown upon the records or if such address is not readily ascertainable,
at the place in which the meetings of the officers are regularly held. In case such notice is mailed or telegraphed,
it shall be deposited in the United States mail or delivered to the telegraph company at least three (3) days prior
to the time of the holding of the meeting. In case such notice is hand delivered or telecopied as above provided,
it shall be so delivered or telecopied at least twenty-four (24) hours prior to the time of the holding of the
meeting. Such mailing, telegraphing, delivery or telecopying as above provided shall be due, legal and personal
notice to such officer.
Section 8. BUSINESS OF MEETINGS:
The transactions of any meeting of the Executive Board, however called and noticed or wherever held, 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 officers not present signs a written waiver of notice, or a consent to
holding 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.
Section 9. QUORUM; ADJOURNED MEETINGS:
A majority of the officers shall be necessary to constitute a quorum for the transaction of business of the Executive
Board, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the officers
present at a meeting duly held at which a quorum is present shall be regarded as the act of the Executive Board,
unless a greater number be required by law or by the Articles of Incloporation. Any action of a majority of the
officers, although not at a regularly called meeting of the Executive Board, and the record thereof, if assented
to in writing by all of the other members of the Executive Board shall be as valid and effective in all respects
as if passed by the Executive Board in regular meeting.
A quorum of the officers may adjourn any meeting of the Executive Board to meet again at a stated day and hour;
provided, however, that in the absence of a quorum, a majority of those present at any officers meeting of the
Executive Board, either regular or special, may adjourn from time to time until the time fixed for the next regular
meeting of the Executive Board.
Notice of the time and place of holding an adjourned meeting need not be given to the absent officers if the time
and place be fixed at the meeting adjourned.
Section 10. COMMITTEES:
The Executive Board may, by resolution adopted by a majority of the whole Executive Board, designate one or more
committees of the Executive Board, each committee to consist of at least one or more of the officers of the corporation,
and, to the extent provided in the resolution, shall have and may exercise the power of the Executive Board in
the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation
to be affixed to all papers which may require it. Such committee or committees shall have such name or names as
may be determined from time to time by the Executive Board. The members of any such committee present at any meeting
and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member
of the Executive Board to act at the meeting as an alternate member of said Committee in the place of any absent
or disqualified Committee member. At meetings of such committees, a majority of the members or alternate members
of a Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members
or alternate members of such Committee at any meeting at which there is a quorum shall be the act of the committee.
The committees shall keep regular minutes of their proceedings and report the same to the Executive Board.
Section 11. ACTION WITHOUT MEETING:
Any action required or permitted to be taken at any meeting of the Executive Board or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all of the members of the Executive Board
or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of
the Executive Board or committee.
Section 12. NO COMPENSATION PAYABLE TO OFFICERS:
The officers of this corporation (i.e., the members of the Executive Board) shall serve without remuneration. Upon
the approval of the Executive Board, the officers of this corporation may be reimbursed for actual and reasonable
expenditures or expenses incurred by them on behalf of and for the corporation.
ARTICLE V
OFFICERS
Section 1. OFFICERS:
The Chapter shall have the following officers, who shall collectively constitute the Executive Board: a Chairman/President,
a Vice-Chairman/Vice-President, a Secretary, a Treasurer, a Membership Director, a Programming Director, and a
Media Director.
Section 2. ELECTION AND TERM OF OFFICE OF OFFICERS; SUCCESSION OF OFFICERS:
The office of Treasurer, Membership Director, Programming Director and Media Director (i.e., elective offices)
shall be elected at the annual meeting of the members of the Chapter, and each such officer shall hold office for
a term of one (1) year and until the installation of his successors. Nothing contained herein shall prohibit or
restrict any person holding the office of Membership Director, Programming Director, or Media Director from being
re-elected to such office or to any other office open for election on the Executive Board.
At the annual meeting of the Members of the Chapter, the term of the incumbent President shall expire. The Vice-President
shall succeed and assume the office of the President upon the expiration of the term of the President. The Secretary
shall succeed and assume the office of Vice-President upon the expiration of the term of the Vice-President. The
Treasurer shall succeed and assume the office of Secretary upon the expiration of the term of the Secretary. The
President, Vice-President and Secretary shall hold office for a term of one (1) year and until the installation
of their successors.
Section 3. CHAIRMAN/PRESIDENT:
The Chairman/President shall be the chief executive officer of the Chapter, be the Chairman and presiding officer
of the Executive Board and, subject to the direction of the Executive Board, shall have active management of the
affairs of the Chapter. He shall preside over all meetings of the Chapter. The Chairman/President shall be an ex
officio member of all committees established by the Executive Board. He shall execute on behalf of the Chapter
all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly
designated by the Executive Board to some other officer or agent of the Chapter. The Chairman/President shall have
such other powers and perform such other duties not inconsistent with the Chapter’s Articles of Incorporation and
Bylaws, as regularly and routinely possessed or exercised by presiding officers.
Section 4. VICE-CHAIRMAN/VICE-PRESIDENT:
The Vice-Chairman/Vice-President shall act under the direction of the Chairman/President and the Executive Board,
shall be the Vice-Chairman of the Executive Board, and in the absence or disability of the Chairman/President shall
perform the duties and exercise the powers of the Chairman/President. He shall perform such other duties and have
such other powers as the Chairman/President or the Executive Board may from time to time prescribe.
Section 5. SECRETARY:
The Secretary shall act under the direction of the Chairman/President and the Executive Board. Subject to the Chairman/President
and the Executive Board, he shall attend all meetings of the Executive Board and all meetings of the members and
record the proceedings. He shall perform like duties for all committees of the Executive Board when required. The
Secretary shall have custody of all records, reports and other papers belonging to the Chapter. He shall give,
or cause to be given, notice of all meetings of the members and special meetings of the Executive Board, conduct
appropriate correspondence of the Chapter, make an annual report to the Association regarding the affairs of the
Chapter, active membership, summary of public meetings and business transactions, and shall perform such other
duties as may be prescribed by the Chairman/President or the Executive Board. He shall surrender at the end of
his term of office to his successor, or to such person as may be authorized by the Chairman/President to receive
them, all properties and records of the Chapter and/or Association as may be in his custody.
Section 6. TREASURER:
The Treasurer shall act under the direction of the Chairman/President and the Executive Board. Subject to the direction
of the Chairman/President and the Executive Board, he shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories
as may be designated by the Executive Board. He shall disburse the funds of the corporation as may be ordered by
the Chairman/President or the Executive Board, taking proper vouchers for such disbursements, and shall render
to the Chairman/President and the Executive Board, at its regular meetings, or when the Executive Board so requires,
an account of all his transactions as Treasurer and of the financial condition of the corporation. He shall make
an annual report to the Association regarding the financial condition of the Chapter, and shall perform such other
duties as may be prescribed by the Chairman/President or the Executive Board. He shall surrender at the end of
his term of office to his successor, or to such person as may be authorized by the Chairman/President to receive
them, all properties and records of the Chapter and/or Association as may be in his custody.
If required by the Executive Board, he shall give the Chapter a bond in such sum and with such surety or sureties
as shall be satisfactory to the Executive Board for the faithful performance of the duties of his office and for
the restoration, retirement or removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Chapter.
Section 5. MEMBERSHIP DIRECTOR:
The Membership Director shall act under the direction of the Chairman/President and executive Board. Subject to
the direction of the Chairman/President and the Executive Board, she shall promote the growth of the membership
of the Association and Chapter and assist in maintaining the membership rolls of the Chapter.
Section 6. PROGRAMMING DIRECTOR:
The Programming Director shall act under the direction of the Chairman/President and Executive Board, subject to
direction of the Chairman/President and Executive Board, he shall secure speakers and make arrangements for programs
and meetings of the members of the Chapter.
Section 7. Media Director:
The Media Director shall act under the direction of the Chairman/President and Executive Board subject to the direction
of the Chairman/President and Executive Board subject to the direction of the Chairman/President and Executive
Board, he shall promote Chapter events and coordinate the preparation, publication and distribution of the Chapter’s
newsletter.
Section 8. IMMEDIATE PAST PRESIDENT:
Any Immediate Past President who has not been removed from office by the vote of the members shall be entitled
to serve as an honorary member of the Executive Board in an advisory role. The Immediate Past President shall not
have any vote on the Executive Board or exercise any authority on behalf of or for the Chapter in his capacity
as Immediate Past President.
Section 9. NOMINATING COMMITTEE:
The Executive Board shall, at least sixty (60) days prior to the annual meeting of members appoint a nominating
committee consisting of the Chairman/President, two (2) other officers of the Executive Board, and two (2) active
members of the Chapter. The nominating committee shall propose the names of candidates for the various elective
offices of the Executive Board. Prior to the annual meeting of members, the nominating committee shall meet and
propose one name for each elective office of the Executive Board.
In addition to the names proposed by the nominating committee, any member in good standing may be nominated for
any elective office by written petition of at least twenty (20) regular members filed with the Secretary at least
twenty-five (25) days prior to the date of the annual meeti
ARTICLE VI
NOTICES
Section 1. NOTICE OF MEETINGS:
Notices of meetings at which members of the Chapter are required or authorized to take any action shall be in writing
and signed by the Chairman/President, Vice Chairman/Vice-President, the Secretary or by such other person or persons
as the Executive Board shall designate. Such notice shall state the purpose or purposes for which the meeting is
called and the time and the place, which shall be at a location within the geographic area of the Chapter where
it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid,
to each member of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days
before such meeting. If mailed, it shall be directed to a member at his address as it appears upon the records
of the corporation and upon such mailing of any such notice, the service thereof shall be complete and the time
of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission
to such member. Personal delivery of any such notice to any officer of a corporation or association, or to any
member of a partnership shall constitute delivery of such notice to such corporation, association or partnership.
Section 2. EFFECT OF IRREGULARLY CALLED MEETINGS:
Whenever all parties entitled to vote at any meeting, whether of officers or members, consent, either by a writing
on the records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered
on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be
transacted which is not excepted from the written consent or to the consideration of which no objection for want
of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided
a quorum was present at such meeting, the rendered likewise valid and the irregularity or defect therein waived
by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of members
may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
Section 3. WAIVER OF NOTICE:
Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VII
ESTABLISHMENT OF RECORD DATE OF MEMBERS ENTITLED TO VOTE
Section 1. RECORD DATE:
The Executive Board may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding
the date of any meeting of members or a date in connection with obtaining votes of members for any purpose, as
a record date for the determination of the members entitled to notice of and to vote at any such meeting, and any
adjournment thereof, and in such case, such members, and only such members as shall be members of record on the
date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof.
ARTICLE VIII
GENERAL PROVISIONS/MISCELLANEOUS
Section 1. REGISTERED OFFICE:
The registered office of this corporation shall be in the County of Clark, State of Nevada.
The corporation may also have offices at such other places within the geographic area of the Chapter as the Executive
Board may from time to time determine or the business of the corporation may require.
Section 2. CHECKS; NOTES:
All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such
other person or persons as the Executive Board may from time to time designate.
Section 3. FISCAL YEAR:
The fiscal year of the corporation shall be fixed by resolution of the Executive Board.
Section 4. CORPORATE SEAL:
The corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the
Executive Board. If a corporate seal is adopted, it shall have inscribed thereon the name of the corporation and
the words "corporate seal" and "Nevada." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
ARTICLE IX
INDEMNIFICATION
Section 1. INDEMNIFICATION OF MEMBERS OF EXECUTIVE BOARD, EMPLOYEES AND
OTHER PERSONS:
Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person
of whom he is the legal representative is or was a member of the Executive Board of the corporation or is or was
serving at the request of the corporation or for its benefit as a director, officer, employee or agent of another
corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified
and held hamless to the fullest extent legally permissible undr the general corporation law of the State of Nevada
from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses
of said persons incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of
an undertaking by or on behalf of the person who is or was a member of the Executive Board to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired
by such person. Such right of indemnification shall not be exclusive of any other ight which such persons may have
or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of members, provision of law or otherwise, as well as
their rights under this Article.
Section 2. INSURANCE:
The Executive Board may cause the corporation to pruchase and maintain insurance on behalf of any person who is
or was a member of the Executive Board, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, or as its representative in a partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the corporation would have the power to indemnify such person.
Section 3. FURTHER BYLAWS:
The Executive Board may from time to time adopt further Bylaws with respect to indemnification and may amend these
and such Bylaws to provide at all times the fullest indemnification permitted by the laws of the State of Nevada.
ARTICLE X
AMENDMENTS
Section 1. AMENDMENTS BY MEMBERS:
The Bylaws may be amended by a majority vote of members present in person or represented by proxy and entitled
to vote at a meeting of members at which a quorum is present provided that notice of intention to amend shall have
been contained in the notice of the meeting.
Section 2. AMENDMENTS BY EXECUTIVE BOARD:
The Executive Board by unanimous vote of the whole Executive Board at any meeting may amend these Bylaws, but the
members may from time to time specify particular provisions of the Bylaws which shall not be amended by the Executive
Board.
ARTICLE XI
DISSOLUTION
In the event of dissolution of the Chapter, any remaining assets after discharge of all liabilities and obligations
shall be transferred to the Association or a successor organization. No part of the net earning of the organization
shall inure to the benefit of any private entity or individual. Upon dissolution, if the Association is unable,
unwilling, or ineligible to receive assets, they will be distributed to one or more organizations exempt under
Section 501 (c) (3) of the Internal Revenue Code of 1986.
Home
| AWMA National | Contact
Us | Meetings/Events | Membership
Info
Mission | LV
Board of Directors | Chapter
Bylaws | Current
Membership
Environmental
Links | Las
Vegas Links | Sponsorships
| Newsletters
Copyright ©
2008 Air & Waste Management Association
|
