LA CROSSE AREA CHINESE ASSOCIATION (LACA)
Our Mission
1. Connect Chinese community through activities and events;
2. Be a resource to local Chinese Community;
3. Provide services to members;
4. Maintain Chinese culture awareness;
5. Provide educational opportunities on Chinese culture to local community.
BY-LAWS OF LA CROSSE AREA CHINESE ASSOCIATION
ARTICLE I: MEMBERSHIP
1. CLASSES OF MEMBERSHIP
a. Active
The Active membership shall include any individuals who are interested in the promotion of the purposes and objectives of the Association and who have paid current dues.
b. Contributing
The Contributing members shall be those organizations, firms, and groups who financially support the Association.
c. Honorary
The Honorary membership shall be nominated by president and approved by the majority of Board of Directors.
2. DUES
Annual dues for Active membership, to be set by the Board of Directors, shall be payable January 1 and delinquent March 1 of each year. Delinquent dues shall constitute termination of membership. Dues are good for a calendar year which accounts from Jan 1 to Dec 31. New members, when joining after June 30, only required paying half of the dues for the remaining year.
3. VOTING
Only Active members shall be entitled to vote. They may vote by mail, or by electronic mail in elections of Directors.
4. RIGHTS
Every member of LACA shall have equal rights and privileges within this organization.
ARTICLE II: MEETINGS OF MEMBERS
1. ANNUAL MEETING
An annual meeting of the members shall be held in June in La Crosse each year. The date, time, and place of the meeting shall be determined by the Board of Directors.
2. SPECIAL MEETINGS
Special meetings of the members may be called by the President or may be called upon the request of at least three Directors, or may be called by one-third of the members following the procedure described in Article II Section 3(b) of these By-laws.
3. NOTICE OF MEETINGS
a. Annual Meetings
The Secretary shall deliver to each member, either personally, by mail, by electronic mail, or by announcement in the organization’s newsletter, written notice of the annual meeting, not less than ten or more than fifty days before the date of such meeting.
b. Special Meetings
The person or persons responsible for calling a special meeting shall direct the Secretary to deliver to each member, either personally, by mail, by electronic mail, or by announcement in the organization’s newsletter, written notice of the place, day, hour, and purpose of any special meeting, delivery to be made within fifty days of such meeting.
c. General
LACA preferred delivery method is email. If mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Association, with postage paid thereon pre-paid.
4. QUORUM
Those members present at meetings of the members shall constitute a quorum.
ARTICLE III: BOARD OF DIRECTORS
1. GENERAL POWERS
The affairs of the Association shall be managed by its Board of Directors.
2. NUMBER, ELECTION, TENURE AND QUALIFICATIONS
There shall be at least seven (7) but not more than nine (9) directors. The initial Board of Directors, however, shall serve until the first Annual Meeting. At that time, a new Board of Directors, selected from the membership, shall be elected by the members. Of the new directors, to the extent possible, equal portions shall be elected for three-year terms.
3. REMOVAL
When the notice indicates the purpose, any director may be removed, with or without cause, at any meeting of the members by the same number of votes as equals or exceeds a majority of the Active membership.
4. VACANCIES
Any vacancy on the Board of Directors shall be filled by the Board at its first meeting subsequent to the effective date of resignation. A director so chosen shall hold office for the unexpired term of his or her predecessor. A new director can be elected by the members at any time as long as the total number of directors does not exceed nine.
5. QUORUM
Simple majority of the total number of the Board of Directors shall constitute a quorum.
ARTICLE IV: MEETINGS OF THE BOARD OF DIRECTORS
1. REGULAR MEETINGS
Regular meetings of the Board shall be held once a quarter at such place, date, and time determined by the Board at its previous meeting.
2. SPECIAL MEETINGS
Special Meetings of the Board of Directors may be called by the President or three or more Directors. Written notice of such meetings shall be given not less than ten days before the day on which the meeting is to be held. Each notice shall state the time, place, and purpose of the special meeting and by whose order it was called.
3. GENERAL
If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the Director at his/her address as it appears on the record of the Association, with postage thereon pre-paid. Any director may waive notice of any meeting voluntarily and is deemed to have waived notice by his/her attendance at any meeting unless he or she attends solely to object to the meeting because unlawfully called or convened.
4. ACTION BY DIRECTORS WITHOUT A MEETING
Any action which may be taken at a meeting of Directors under the Association’s By-laws may be taken without a meeting if a consent in writing, setting for the action so taken, is signed by a majority of the Directors. Such consent shall have the same force and effect as a unanimous vote.
5. CONDUCT OF MEETINGS
All meeting of the Board of Directors shall be open to members and the public.
6. QUORUM
A majority of the Directors shall constitute a quorum at any Board meeting.
7. VOTING
Passage of a motion or resolution shall require a majority vote of the Directors voting on such motion or resolution unless a greater number is required elsewhere in the By-laws or in the Articles. However, if there is a tie vote, the Vice-President will cast the tie breaker. The President has Veto power to block an unreasonable motion or resolution.
ARTICLE V: COMMITTEES
STANDING COMMITTEES
The standing committees are Executive Committee, Web Communications, Public Relations, Entertainment Committee, Social Activities Committee and Sports Committee.
1. Executive Committee
The Executive Committee may act on behalf of the Association between meetings of the Board, and is chaired by the President. However, any action taken by the Executive Committee is subject to review by the Board of Directors at their next regularly scheduled meeting. The Executive Committee shall consist of the President, Vice-President, Immediate Past President, Secretary, and Treasurer.
2. Web Communications Committee
This committee is responsible in setting up and maintaining a website for the organization to expand and enhance communication. The website will serve as a tool to recruit and develop membership around La Crosse area.
3. Public Relations Committee
This Committee creates positive attitudes and opinions of LACA and establishes understanding and support for program objectives in the community. The responsibilities include developing contacts with news media, local government, and other community organizations; and responding to request for information from general public and media.
4. Entertainment Committee
This committee is responsible for planning and organizing community activities and programs through out the year in supporting LACA’s mission.
5. Social Activities Committee
This committee is responsible for planning and organizing outdoor activities such as camping, member gathering etc. through out the year in supporting LACA’s mission.
6. Sports Committee
This committee is responsible for planning and organizing sports activities through out the year in supporting LACA’s mission.
ARTICLE VI: OFFICERS
1. OFFICERS
The officers of the Association shall be a President, Vice-President, Immediate Past President, Secretary, Treasurer, and any other position designated by the Board.
2. ELECTION, QUALIFICATION AND TENURE
Officers shall be elected for two-year terms by a majority of the Board at its first meeting subsequent to the annual election of Directors. Each officer shall hold office until his/her successor shall have been duly elected and qualified.
Emergency Situation: In the case that no willing presidential candidate has been recruited after a reasonable duration of earnest efforts, the president will be produced according to the following rules with decreasing seniorites: 1. the longest-serving BOD who has never been a LACA president; 2. when Rule 1 doesn't apply, the BOD who is the most distant LACA president. The act of not accepting the outcome of the above rules constitutes automatic and immediate resignation from the BODs. The Rules will be applied again until a president is produced and accepted.
3. DUTIES
a. President
The President is the Chief Executive Officer and shall preside at all Board and member meetings and shall act as a Signatory Agent for the Association on checks and resolutions and contracts approved by the Board. The President shall be the official spokesperson for the Association. The President shall also perform all other duties incident to that office and in particular those that may be prescribed by the Board of Directors. The President shall be entitled to vote on all matters before the Board in the same manner as any other Board member. The President shall be an ex-officio member of all committees except the Nominating Committee. Except as otherwise provided in these By-laws, the President shall make all committee appointments.
b. Vice President
In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of that office, and when so acting, he or she shall have all powers of and be subject to all the restrictions upon the President. The Vice-President shall also perform any other duties assigned by the President or the Board of Directors. The Vice-President shall chair the Nominating Committee and make recommendations to the Board annually concerning officers and new Board members.
c. Immediate Past President
The Immediate Past President shall serve on the Executive Committee and shall serve as an adviser to the President and the Chairperson of the Board of Directors. When a difficulty arise, the Immediate Past President shall act as the middle man among all parties. In the absence of the President or the Vice-President or in event of their inability or refusal to act, the Immediate Past President shall perform the duties of either the Vice-President or the President as the case may be and when so acting he shall have all the powers of and be subject to all restrictions upon said offices.
d. Secretary
The Secretary shall arrange and keep the minutes of the Board and member meetings, executive certificates evidencing resolutions and actions by the Board, deliver all notices required by these By-laws or the law, be custodian of the corporate records, keep a register of the post office address of each member and, in general, perform all other duties incident to that office, including those assigned by the President or the Board of Directors, such as communicating with all organizers to verify the date and place for the activity and notifying all LACA members in advance.
e. Treasurer
The Treasurer shall be a Signatory Agent for the Association and shall be responsible for all the financial matters of the Association. The Treasurer shall receive and give receipts for monies paid over to the Association; deposit all receipts in the name of the Association as directed by the Board of Directors; deliver funds to third parties as directed by the Board; prepare proper vouchers for such disbursements; maintain an accounting of all the Association’s financial transactions, including accounts of its assets, liabilities, receipts and disbursements; and render a statement of the Association’s finances at all meetings of the Board of Directors and a full financial report at the annual meeting in June. The Treasurer shall also perform all the duties incident to the office and such other duties assigned by the President or the Board of Directors. The Treasurer shall be responsible for filing all necessary forms with the Secretary of State and State Treasurer of Wisconsin and the Internal Revenue Service. The Treasurer shall also keep an ongoing record of active memberships.
4. REMOVAL
Any officer may be removed, either with or without cause, by the vote, at any meeting of the Board, of a majority of the entire Board of Directors. The removal of an officer shall not impair the contract rights, if any, of the officer so removed.
5. VACANCIES
Any vacancy in any office may be filled, for the unexpired portion of the term, at any meeting of the Board as set forth in Section 2 of this Article.
ARTICLE VII : BUSINESS AND FINANCIAL TRANSACTIONS OF THE ASSOCIATION
1. CONTRACTS
The President and the Treasurer are Signatory Agents of the Association. Either or both may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. The Board of Directors may also authorize any other person to enter into any contract or execute and deliver any instrument in the name off and on behalf of the Association and such authority may be general or confined to specific circumstances.
2. CHECKS, DRAFTS, AND OTHER ORDERS FOR PAYMENT
The Signatory Agents or any other persons designated by the Board of Directors are authorized to sign all of the Association’s checks, drafts, notes, and all other orders for payment of money or evidence of indebtedness.
3. DEPOSITS
All funds of the Association shall be deposited in such banks, trust companies, or other depositories as the Board of Directors may select.
4. INCOME, SOLICITATION OF FUNDS
a. The Association shall be supported by membership fees, individual and corporate donations, private and public grants and other sources not inconsistent with the purpose or tax status of the Association.
b. Funds shall be solicited in accordance with Sections 170, 501, and 4911 of the Internal Revenue Code. The Association shall strive to obtain broad public support as defined in those sections.
c. The Treasurer shall maintain records of solicitations and donations which shall be open for public inspection.
5. EXPENDITURES
All funds shall be spent to carry out the purposes of the Association and in such a manner as to avoid jeopardizing the Association’s tax exempt, charitable status. No funds shall be spent for any public, political campaign or for more than an insubstantial amount of lobbying or advocacy.
Funds received under specific grants shall be held in trust and spent only for the projects for which they were solicited and in the manner specified in the grant proposal. Donations shall be placed in the general fund for use as deemed necessary by the Board of Directors to carry out the purposes of the Association.
6. BOOKS AND RECORDS
The Association shall keep complete and correct books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any authority of the Board of Directors. A record of names and addresses of all members shall be maintained at the principal office.
7. AUDIT
The Board of Directors may cause the Association’s records and books of account to be audited at such times as it deems necessary.
8. FISCAL YEAR
The Association’s fiscal year shall be the calendar year.
ARTICLE VIII : DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon Dissolution of organization, the remaining assets must be donated exclusively to other charitable organizations.
ARTICLE VIIII : AMENDMENT OF BY-LAWS
Amendments, deletions of additions may be adopted by two-thirds of the entire Board of Directors provided that the notice be delivered for that meeting includes the proposed amendment.
Our Mission
1. Connect Chinese community through activities and events;
2. Be a resource to local Chinese Community;
3. Provide services to members;
4. Maintain Chinese culture awareness;
5. Provide educational opportunities on Chinese culture to local community.
BY-LAWS OF LA CROSSE AREA CHINESE ASSOCIATION
ARTICLE I: MEMBERSHIP
1. CLASSES OF MEMBERSHIP
a. Active
The Active membership shall include any individuals who are interested in the promotion of the purposes and objectives of the Association and who have paid current dues.
b. Contributing
The Contributing members shall be those organizations, firms, and groups who financially support the Association.
c. Honorary
The Honorary membership shall be nominated by president and approved by the majority of Board of Directors.
2. DUES
Annual dues for Active membership, to be set by the Board of Directors, shall be payable January 1 and delinquent March 1 of each year. Delinquent dues shall constitute termination of membership. Dues are good for a calendar year which accounts from Jan 1 to Dec 31. New members, when joining after June 30, only required paying half of the dues for the remaining year.
3. VOTING
Only Active members shall be entitled to vote. They may vote by mail, or by electronic mail in elections of Directors.
4. RIGHTS
Every member of LACA shall have equal rights and privileges within this organization.
ARTICLE II: MEETINGS OF MEMBERS
1. ANNUAL MEETING
An annual meeting of the members shall be held in June in La Crosse each year. The date, time, and place of the meeting shall be determined by the Board of Directors.
2. SPECIAL MEETINGS
Special meetings of the members may be called by the President or may be called upon the request of at least three Directors, or may be called by one-third of the members following the procedure described in Article II Section 3(b) of these By-laws.
3. NOTICE OF MEETINGS
a. Annual Meetings
The Secretary shall deliver to each member, either personally, by mail, by electronic mail, or by announcement in the organization’s newsletter, written notice of the annual meeting, not less than ten or more than fifty days before the date of such meeting.
b. Special Meetings
The person or persons responsible for calling a special meeting shall direct the Secretary to deliver to each member, either personally, by mail, by electronic mail, or by announcement in the organization’s newsletter, written notice of the place, day, hour, and purpose of any special meeting, delivery to be made within fifty days of such meeting.
c. General
LACA preferred delivery method is email. If mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Association, with postage paid thereon pre-paid.
4. QUORUM
Those members present at meetings of the members shall constitute a quorum.
ARTICLE III: BOARD OF DIRECTORS
1. GENERAL POWERS
The affairs of the Association shall be managed by its Board of Directors.
2. NUMBER, ELECTION, TENURE AND QUALIFICATIONS
There shall be at least seven (7) but not more than nine (9) directors. The initial Board of Directors, however, shall serve until the first Annual Meeting. At that time, a new Board of Directors, selected from the membership, shall be elected by the members. Of the new directors, to the extent possible, equal portions shall be elected for three-year terms.
3. REMOVAL
When the notice indicates the purpose, any director may be removed, with or without cause, at any meeting of the members by the same number of votes as equals or exceeds a majority of the Active membership.
4. VACANCIES
Any vacancy on the Board of Directors shall be filled by the Board at its first meeting subsequent to the effective date of resignation. A director so chosen shall hold office for the unexpired term of his or her predecessor. A new director can be elected by the members at any time as long as the total number of directors does not exceed nine.
5. QUORUM
Simple majority of the total number of the Board of Directors shall constitute a quorum.
ARTICLE IV: MEETINGS OF THE BOARD OF DIRECTORS
1. REGULAR MEETINGS
Regular meetings of the Board shall be held once a quarter at such place, date, and time determined by the Board at its previous meeting.
2. SPECIAL MEETINGS
Special Meetings of the Board of Directors may be called by the President or three or more Directors. Written notice of such meetings shall be given not less than ten days before the day on which the meeting is to be held. Each notice shall state the time, place, and purpose of the special meeting and by whose order it was called.
3. GENERAL
If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the Director at his/her address as it appears on the record of the Association, with postage thereon pre-paid. Any director may waive notice of any meeting voluntarily and is deemed to have waived notice by his/her attendance at any meeting unless he or she attends solely to object to the meeting because unlawfully called or convened.
4. ACTION BY DIRECTORS WITHOUT A MEETING
Any action which may be taken at a meeting of Directors under the Association’s By-laws may be taken without a meeting if a consent in writing, setting for the action so taken, is signed by a majority of the Directors. Such consent shall have the same force and effect as a unanimous vote.
5. CONDUCT OF MEETINGS
All meeting of the Board of Directors shall be open to members and the public.
6. QUORUM
A majority of the Directors shall constitute a quorum at any Board meeting.
7. VOTING
Passage of a motion or resolution shall require a majority vote of the Directors voting on such motion or resolution unless a greater number is required elsewhere in the By-laws or in the Articles. However, if there is a tie vote, the Vice-President will cast the tie breaker. The President has Veto power to block an unreasonable motion or resolution.
ARTICLE V: COMMITTEES
STANDING COMMITTEES
The standing committees are Executive Committee, Web Communications, Public Relations, Entertainment Committee, Social Activities Committee and Sports Committee.
1. Executive Committee
The Executive Committee may act on behalf of the Association between meetings of the Board, and is chaired by the President. However, any action taken by the Executive Committee is subject to review by the Board of Directors at their next regularly scheduled meeting. The Executive Committee shall consist of the President, Vice-President, Immediate Past President, Secretary, and Treasurer.
2. Web Communications Committee
This committee is responsible in setting up and maintaining a website for the organization to expand and enhance communication. The website will serve as a tool to recruit and develop membership around La Crosse area.
3. Public Relations Committee
This Committee creates positive attitudes and opinions of LACA and establishes understanding and support for program objectives in the community. The responsibilities include developing contacts with news media, local government, and other community organizations; and responding to request for information from general public and media.
4. Entertainment Committee
This committee is responsible for planning and organizing community activities and programs through out the year in supporting LACA’s mission.
5. Social Activities Committee
This committee is responsible for planning and organizing outdoor activities such as camping, member gathering etc. through out the year in supporting LACA’s mission.
6. Sports Committee
This committee is responsible for planning and organizing sports activities through out the year in supporting LACA’s mission.
ARTICLE VI: OFFICERS
1. OFFICERS
The officers of the Association shall be a President, Vice-President, Immediate Past President, Secretary, Treasurer, and any other position designated by the Board.
2. ELECTION, QUALIFICATION AND TENURE
Officers shall be elected for two-year terms by a majority of the Board at its first meeting subsequent to the annual election of Directors. Each officer shall hold office until his/her successor shall have been duly elected and qualified.
Emergency Situation: In the case that no willing presidential candidate has been recruited after a reasonable duration of earnest efforts, the president will be produced according to the following rules with decreasing seniorites: 1. the longest-serving BOD who has never been a LACA president; 2. when Rule 1 doesn't apply, the BOD who is the most distant LACA president. The act of not accepting the outcome of the above rules constitutes automatic and immediate resignation from the BODs. The Rules will be applied again until a president is produced and accepted.
3. DUTIES
a. President
The President is the Chief Executive Officer and shall preside at all Board and member meetings and shall act as a Signatory Agent for the Association on checks and resolutions and contracts approved by the Board. The President shall be the official spokesperson for the Association. The President shall also perform all other duties incident to that office and in particular those that may be prescribed by the Board of Directors. The President shall be entitled to vote on all matters before the Board in the same manner as any other Board member. The President shall be an ex-officio member of all committees except the Nominating Committee. Except as otherwise provided in these By-laws, the President shall make all committee appointments.
b. Vice President
In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of that office, and when so acting, he or she shall have all powers of and be subject to all the restrictions upon the President. The Vice-President shall also perform any other duties assigned by the President or the Board of Directors. The Vice-President shall chair the Nominating Committee and make recommendations to the Board annually concerning officers and new Board members.
c. Immediate Past President
The Immediate Past President shall serve on the Executive Committee and shall serve as an adviser to the President and the Chairperson of the Board of Directors. When a difficulty arise, the Immediate Past President shall act as the middle man among all parties. In the absence of the President or the Vice-President or in event of their inability or refusal to act, the Immediate Past President shall perform the duties of either the Vice-President or the President as the case may be and when so acting he shall have all the powers of and be subject to all restrictions upon said offices.
d. Secretary
The Secretary shall arrange and keep the minutes of the Board and member meetings, executive certificates evidencing resolutions and actions by the Board, deliver all notices required by these By-laws or the law, be custodian of the corporate records, keep a register of the post office address of each member and, in general, perform all other duties incident to that office, including those assigned by the President or the Board of Directors, such as communicating with all organizers to verify the date and place for the activity and notifying all LACA members in advance.
e. Treasurer
The Treasurer shall be a Signatory Agent for the Association and shall be responsible for all the financial matters of the Association. The Treasurer shall receive and give receipts for monies paid over to the Association; deposit all receipts in the name of the Association as directed by the Board of Directors; deliver funds to third parties as directed by the Board; prepare proper vouchers for such disbursements; maintain an accounting of all the Association’s financial transactions, including accounts of its assets, liabilities, receipts and disbursements; and render a statement of the Association’s finances at all meetings of the Board of Directors and a full financial report at the annual meeting in June. The Treasurer shall also perform all the duties incident to the office and such other duties assigned by the President or the Board of Directors. The Treasurer shall be responsible for filing all necessary forms with the Secretary of State and State Treasurer of Wisconsin and the Internal Revenue Service. The Treasurer shall also keep an ongoing record of active memberships.
4. REMOVAL
Any officer may be removed, either with or without cause, by the vote, at any meeting of the Board, of a majority of the entire Board of Directors. The removal of an officer shall not impair the contract rights, if any, of the officer so removed.
5. VACANCIES
Any vacancy in any office may be filled, for the unexpired portion of the term, at any meeting of the Board as set forth in Section 2 of this Article.
ARTICLE VII : BUSINESS AND FINANCIAL TRANSACTIONS OF THE ASSOCIATION
1. CONTRACTS
The President and the Treasurer are Signatory Agents of the Association. Either or both may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. The Board of Directors may also authorize any other person to enter into any contract or execute and deliver any instrument in the name off and on behalf of the Association and such authority may be general or confined to specific circumstances.
2. CHECKS, DRAFTS, AND OTHER ORDERS FOR PAYMENT
The Signatory Agents or any other persons designated by the Board of Directors are authorized to sign all of the Association’s checks, drafts, notes, and all other orders for payment of money or evidence of indebtedness.
3. DEPOSITS
All funds of the Association shall be deposited in such banks, trust companies, or other depositories as the Board of Directors may select.
4. INCOME, SOLICITATION OF FUNDS
a. The Association shall be supported by membership fees, individual and corporate donations, private and public grants and other sources not inconsistent with the purpose or tax status of the Association.
b. Funds shall be solicited in accordance with Sections 170, 501, and 4911 of the Internal Revenue Code. The Association shall strive to obtain broad public support as defined in those sections.
c. The Treasurer shall maintain records of solicitations and donations which shall be open for public inspection.
5. EXPENDITURES
All funds shall be spent to carry out the purposes of the Association and in such a manner as to avoid jeopardizing the Association’s tax exempt, charitable status. No funds shall be spent for any public, political campaign or for more than an insubstantial amount of lobbying or advocacy.
Funds received under specific grants shall be held in trust and spent only for the projects for which they were solicited and in the manner specified in the grant proposal. Donations shall be placed in the general fund for use as deemed necessary by the Board of Directors to carry out the purposes of the Association.
6. BOOKS AND RECORDS
The Association shall keep complete and correct books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any authority of the Board of Directors. A record of names and addresses of all members shall be maintained at the principal office.
7. AUDIT
The Board of Directors may cause the Association’s records and books of account to be audited at such times as it deems necessary.
8. FISCAL YEAR
The Association’s fiscal year shall be the calendar year.
ARTICLE VIII : DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon Dissolution of organization, the remaining assets must be donated exclusively to other charitable organizations.
ARTICLE VIIII : AMENDMENT OF BY-LAWS
Amendments, deletions of additions may be adopted by two-thirds of the entire Board of Directors provided that the notice be delivered for that meeting includes the proposed amendment.