ARTICLE I – NAME
The name of this corporation is: Asian Society for International Relations and Public Affairs.
ARTICLE II — PURPOSES
The purposes of the Asian Society for International Relations and Public Affairs (herein called “ASIRPA”) are:
(a) to improve knowledge of needy people, particularly Indonesian in order to promote human quality of life;
(b) to foster common cultural and social understanding between American and Indonesian in order to establish a peaceful and mutually benefit relationship;
(c) to response the challenge of poverty alleviation and economic development in order to support Indonesia getting away from structural poverty; and
(d) to promote Indonesian skill and knowledge so that improves competitive edge of Indonesian professionals.
ARTICLE III – Principal Office
The principal office of ASIRPA shall be at 26 Shady Drive, Indiana, PA, 15701. ASIRPA may also have offices at such other places as the business of ASIRPA may require.
ARTICLE IV — MEMBERSHIP
Section 1: Class of Membership.
ASIRPA shall have the following rank of membership: Excellency, Honorary, Fellow, Member, Affiliate, Student, Institutional, and Provider Membership
Section 2: Voting Members.
Only members in the following classes shall be entitled to vote on each matter submitted to a vote of the membership: Honorary, Fellow, and Member.
Section 3: Qualifications for Each Class.
Any individual whose personal qualifications enable them to contribute to the purposes of ASIRPA are eligible for membership in ASIRPA provided they meet the following particular qualifications and requirements for the class to which they have applied or are entitled:
(a) Excellency. This class of membership is assigned to individual who pledges a substantial amount of monetary or non monetary contribution that significantly supports the running of the organization.
(b) Honorary. This class shall be composed of the Past Directors of ASIRPA, who shall automatically be awarded this membership. Member of this class must pay membership dues.
(c) Fellow. This class shall be composed of persons of exceptional distinction by reason of outstanding and extraordinary qualifications, experience, and sustained accomplishment in the organization, which have been members of ASIRPA for at least 10 years, and are voting members at the time of their election to this grade.
In special cases, at the discretion of the committee designated by the Board to review nominations for Fellow grade, the term of ASIRPA membership may be reduced to a 5-year minimum if it supported by at least 1/3 voting members. Member of this class must pay membership dues.
The process of nomination shall go through the following steps:
- Nomination for election to Fellow shall be made only by voting members.
- Nominations shall be considered by a committee designated by the Board.
- Upon committee approval, the list of nominee(s) shall be sent to the Board.
- Status as a Fellow shall begin upon such approval by the Board.
(d) Regular Member. The following matters are condition for regular members’ admission:
- have a good character as supported by existing member, fellow, and honorary
- have the fulfilled the mandatory membership dues and fees
- have earned a minimum associate degree in any field
(e) Affiliate. These members shall be individuals whose affiliation supports the objectives of ASIRPA but do not meet the requirements for Member. Member of this class must pay membership dues.
(f) Student. This class shall be composed of persons who, at the time of application, are student of college school, high school, and middle school. Member of this class must pay membership dues.
(g) Institutional. Any organization is permitted to join in order to achieve ASIRPA mission after passing background check. Member of this class must pay membership dues.
(h) Provider. Any organization or individual who has skill or offers particular skill such as health service, technology services, language services, consulting services, and so on, shall join to achieve ASIRPA mission. The affiliation will be based on specific contract with individual provider.
Section 4: Application for Membership or Change of Class.
All applications for membership or change of class, except a change to Excellency and Honorary, shall be made in writing to ASIRPA on application forms furnished for that purpose. Board, or their designates, shall issue certificate for Excellency and Honorary memberships. All applications shall be submitted to the Board, or their designates, which shall consider and act upon each application. Promotion of student membership shall be automatic upon submission to the Secretary of satisfactory proof of qualification.
Section 5: Admission to Membership.
Membership in ASIRPA or change of class shall begin upon election or as otherwise provided in these Bylaws.
Section 6: Membership Certificates and Cards.
The Board may provide for the issuance or replacement of a certificate and card evidencing membership in ASIRPA, to be in such form as the Board may from time to time prescribe and stating on the face of the certificate that ASIRPA is a nonprofit corporation. The name and address of each member and the date of issuance of the certificate shall be entered on the records of ASIRPA.
Section 7: Resignations.
Any member may resign by submitting to the Board or The Chief Executive Director a written resignation, which shall become effective upon its receipt by such officer or at any later time specified therein; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. A resignation shall not relieve the member so resigning of the obligation to pay dues or other accrued or unpaid charges to ASIRPA.
Section 8: Suspension and Expulsion.
For good cause shown, any membership may be suspended or terminated by the Board. Sufficient cause for such suspension or termination shall be nonpayment of dues; violation of these Bylaws or any agreement, rule, or regulation adopted by the Board or ASIRPA, or any other conduct prejudicial to the best interests of ASIRPA.
Suspension or expulsion may occur at any meeting of the Board duly convened provided that a statement of the charges against the member shall have been sent by registered mail to the member’s address as it appears on the books of ASIRPA at least 20 days before final action is taken thereon.
This statement shall be accompanied by a notice of the time and place of the meeting of the Board at which the charges will be considered and shall state that the member shall have the opportunity to appear in person, by attorney, or other representative and present any defense to such charges before action is taken thereon.
Section 9: Reinstatement.
Upon written request signed by a former member and submitted to the Board, such former member may, if approved by the Board, be reinstated to membership upon such terms and conditions as the Board deems appropriate.
Section 10: Transfer of Membership Rights.
The rights and privileges of each membership are personal to the member and may not be transferred or assigned by the member’s own act or by operation of law.
Section 11: Dues and Fees.
The Board or its designee shall determine from time to time the amount of the initiation fee, if any, and the dues payable to ASIRPA by each class of membership. Dues shall be payable at such time as the Board may prescribe.
The Board or its designee may also establish separate dues rates and costs for providing services for ASIRPA members who have gained membership through an agreement with another mobility/technical or affiliate organization.
Section 12: Default and Termination of Membership.
When a member shall be in default in the payment of any dues, assessments, or other charges to ASIRPA for a period of three months from the date such charges become payable, the membership of such member may be terminated as provided in these Bylaws.
Section 13: Refunds.
No dues, assessments, or other charges shall be refunded to any member whose membership has been terminated.
Section 14: Voting Members of Record.
The date of record for determining eligibility of a voting member will be sixty days prior to any action to be taken at the annual meeting or any special meeting.
Section 15: Participation.
ASIRPA is an international organization, and as such, makes its membership, products, and services available to anyone interested. ASIRPA does not restrict participation due to specific governmental policies. It is the responsibility of each individual to ensure that participation in ASIRPA activities or membership in the Society does not violate corporate policies or national laws/regulations.
ARTICLE V — MEETINGS OF MEMBERS
Section 1: Annual Meetings and Notice.
An annual meeting of the voting members shall be held each year on such day and at such hour and place as may be specified by the Board of Trustees. Written notice of the annual meeting, stating the day, hour and place of the meeting, shall be provided to each voting member at least 9 months prior to the exact date of the meeting. The Board shall anticipate the following year meeting.
Section 2: Special Meetings and Notice.
Special meetings of the voting members may be called at any time by the Board and/or the Chief. Written notice of every special meeting, stating the day, hour, place and general nature of the business to be transacted, shall be provided to each voting member of record at least 30 days prior to the day of the meeting.
No business may be transacted at any special meeting other than the general nature of which is stated in the notice of meeting, and business which is germane thereto.
Section 3: Proxies.
At any meeting of the members, a voting member may vote by proxy executed in writing by the member and filed with the Secretary. A proxy may be granted only to a voting member. No proxy shall be valid after 1 month from the date of its execution.
Section 4: Organization and Manner of Acting.
At all meetings of the voting members, the presence in person, by proxy, or by approved electronic connection of at least 50% of voting members, or one tenth of all the voting members who attend the meeting, whichever number is the lesser shall be necessary and sufficient to constitute a quorum for the transaction of business. The voting members present at a duly-organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough voting members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time to such time and place as they may determine without notice other than by announcement at the meeting of the time and place of the adjourned meeting. Resolutions of the voting members shall be adopted and any action of the voting members at a meeting upon any matter shall be taken and be valid only with the affirmative vote of at least a majority of the voting members present in person or by proxy at a meeting duly convened, except as otherwise expressly provided in these Bylaws.
The President/Vice President of BOT, or in the absence of the President, the most recent past president/vice president present at the meeting, shall chair all meetings of the voting members. In the absence of the president/vice president and all past presidents, the chairperson shall be selected from among the Board of Trustees by the voting members present. The Secretary or Assistant Secretary shall take the minutes of the meeting. In the absence of the Secretary and an Assistant Secretary, the chairperson of the meeting shall designate any person to take the minutes of the meeting.
Except as otherwise provided by law, the voting members may, at the request of the Board, take any action or adopt any resolution by vote under such procedures as may be adopted from time to time by the Board. Such action or resolution shall be authorized, approved, and adopted upon receiving the affirmative vote of at least a majority of the votes returned to ASIRPA provided that the number of votes returned to ASIRPA within the time limit specified in the ballot is at least 50 or one tenth of all the voting members whichever number is the lesser.
ARTICLE VI — BOARD OF TRUSTEES
Section 1: Responsibilities.
The Board of Trustees shall manage the business and affairs of ASIRPA, shall determine its policies, and shall actively promote ASIRPA’s purposes. The Board may adopt policies for the conduct of its business and the business of ASIRPA and may appoint such directorates, divisions, boards, committees, or agents as it may consider necessary. Board of Trustees must secure the separation of right and responsibilities between Board and Executive Committee.
Section 2: Composition.
The Board of Trustees shall consist of current Board member and incoming-elected personnel that nominated by the Nominating Committee, after having consented to accept the nomination, shall voting members cast the ballot to elect the newly member of the Board of Trustees. Right after The Board of Trustees members established they will convene a meeting to elect Chairman, Secretary, and Treasurer of the Board of Trustees. The Board of Trustees shall be run by 9 members.
Section 3: Term of Office.
The Board member elected to succeed those of a class whose terms expire shall hold office for four years and shall not be eligible for immediate re-election.
Each member of the Board shall hold office commencing with the convening of the new Board’s organizing meeting. Each member of the Board shall hold office for the term for which elected and thereafter until a successor is duly elected and qualifies or until the Trustee earlier death, resignation, or removal.
The term of the President/Vice President of the Board of Trustees shall be three years.
Section 4: Meetings of the Board.
A regular annual meeting of the Board shall be held each year.
Regular meetings of the Board shall be held on such day and at such hour and place as may be specified by the Board. Any business may be transacted at any regular meeting.
Special meetings of the Board may be called at any time by the Board, the Chairman, or any three Board members to be held on such day and at such hour and place as shall be specified by the person calling the meeting. Any business may be transacted at any special meeting.
Written notice of all meetings of the Board, stating the day, hour and place of the meeting, shall be provided to each Board member at least 14 days prior to the day of the meeting.
Section 5: Organization and Manner of Acting.
At all meetings of the Board, the presence of at least one third of the Board members in office shall be necessary and sufficient to constitute a quorum for the transaction of business. If a meeting cannot be organized because a quorum has not attended, a majority of the Board members present may adjourn the meeting from time to time until a quorum as fixed in this section shall be present, but notice of the time and place to which such meeting is adjourned shall be given to any Board member not present either by telephone or similar communications equipment at least eight hours prior to the hour of reconvening. Resolutions of the Board shall be adopted and any action of the Board upon any matter shall be taken and be valid only with the affirmative vote of at least a majority of the Board members present at a meeting duly convened, except as otherwise expressly provided in these Bylaws.
The President/vice President or in the absence of the President/vice President the Secretary shall chair all meetings of the Board. In the absence of the President, vise President, and the Secretary, the Board members present shall select a Board member to be chairperson. The Secretary or Assistant Secretary shall take the minutes of the meeting. In the absence of the Secretary and an Assistant Secretary, the chairperson of the meeting shall designate any person to take the minutes of the meeting.
If the Board of Trustees are not be able to resolve any problem or challenged by accountability problem, the board of founders shall be the source to settle the problem.
Section 6: Business Conducted Without a Meeting.
Except as otherwise provided by law, the Board may, at the request of the Chief, take any action or adopt any resolution by approved electronic means vote under such procedures as may be adopted from time to time by the Board. Such action or resolution shall be authorized, approved, and adopted upon receiving the affirmative vote of at least a majority of the votes returned to ASIRPA provided that the number of votes returned to ASIRPA within the time specified in the ballot is at least one third of the Board members at the time in office.
Section 7: Meetings by Telephone or Other Communications Technology.
One or more Board members may participate in any meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other communications technology at the time permitted by law.
Section 8: Emergency Provisions.
Notwithstanding any other provisions of law, the Articles or these Bylaws, during any emergency period caused by war or any other major catastrophe or local disaster of sufficient severity to prevent the conduct and management of the business and affairs of ASIRPA by its Board of Trustees and officers as contemplated by the other provisions of these Bylaws, a majority of the available Board members (or the sole such member) who have not been rendered incapable of acting because of incapacity or the difficulty of communication or transportation to the place of meeting, shall constitute a quorum for the sole purpose of electing individuals to fill such emergency vacancies; and a majority of the Board members present at such a meeting may act to fill such vacancies or to reduce the size of the full Board or both. Individuals so elected shall serve until the absent Board members are able to attend meetings or until the voting members act to elect Board members to succeed them. During such an emergency period, if the Board is unable to meet, any action appropriate to the circumstances may be taken by such officers of ASIRPA as may be present and able. Questions as to the existence of a major catastrophe or local disaster, and the number of surviving persons capable of acting, shall be conclusively determined at the time by the Board or the officers so acting.
Section 9: Resignations.
Any Board member may resign by submitting to the President or the Secretary a written resignation, which shall become effective upon its receipt by such officer or at any later time specified therein, and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 10: Vacancies in the Board and Vacating Offices.
Vacancies in the Leadership or in the Board, including vacancies resulting from a nominee elected by the voting members who has not commenced the nominee’s term of office but who is unable to serve because of death, disability, withdrawal of name, resignation or other cause, shall be filled by a majority of the remaining Board members (or the sole remaining member) though less than a quorum. The person selected to fill the vacancy shall be selected from among the voting members and shall hold office only until the expiration of the term of the predecessor. If the vacancy is in the leadership, the person selected to fill the vacancy shall be selected from among the other Board members. The Board may declare any elective trustees vacant on the failure of its incumbent for six months from inability or otherwise to attend meetings of the Board or to perform the duties of the office.
ARTICLE VII — OFFICERS
Section 1: Executive Officers.
The executive officers of ASIRPA shall be the Chief Executive Director (CED) and Directors. When resources available, to run the office the Chief shall be supported by Senior Administrative Assistant (SAA) or Program Officer (PO) or Project Administrator (PA). Under supervision of the President of BOT and The Chief, the administrative assistant or program officer shall hire supporting staffs.
Section 2: Election.
The Chief shall be hired or appointed by the Board of Trustees. The scope of the Chief assignment is solely under the BOT full authority. The Chief shall nominate and assign directors under the supervision of the BOT.
Section 3: Terms of Office.
The Chief shall serve for a maximum two terms, where each term concludes in three years. The hiring or assignment of administrative assistant or program officer or project administrator is under the discretion of Chief authority and the availability of resources.
Each shall hold office commencing with the convening of the organizing meeting of the new Board of Trustees and thereafter until a successor is duly assigned and qualifies or until the officer’s earlier death, resignation, or removal.
Section 4: Eligibility.
Only voting members are eligible to be officers and the appointment or assignment of officers is under the discretion of the Board.
Section 5: The Chief Executing Director.
The Chief shall lead the daily operation of ASIRPA office, shall preside at all meetings of the members and shall be a member, without vote, of all other committees or boards of ASIRPA, and sub-divisions thereof. The Chief shall also, at the annual meeting of the voting members and at such other times as are appropriate, communicate to the members or the Board such matters and shall make such suggestions as may promote the welfare and increase the usefulness of ASIRPA. The Chief shall perform such other duties as may be prescribed from time to time by the Board.
Section 6: The Chief’s Supporting Staffs.
The Chief shall be supported by senior administrative assistant (SAA) or program officer (PO) or project administrator (PA) and it is subject to the control of the Board, and shall have general supervision and management control of the day-to-day operations of ASIRPA. The SAA/PO/PA shall be a member, without vote, of all other committees or boards of ASIRPA, and sub-divisions thereof. The growing number of staffs is permissible based on availability of resources.
It shall be the duty of the SAA/PO/PA:
(a) to keep or cause to be kept a record of the proceedings of the members, and the Board,
(b) to attend all meeting of ASIRPA as required by law or these Bylaws;
(c) to be custodian of the corporate records and of the seal of ASIRPA and see that the seal is affixed to such documents as may be necessary or advisable;
(d) to have charge of and keep at the registered office of ASIRPA a membership record containing the name and address of each member, and if membership has terminated, the date on which membership ceased;
(e) will have served on the Finance Committee,
(f) will have served on the Board of Trustees.
(g) to assign assistant under the approval of the Chief; and
(h) to exercise all powers and duties incident to the office of Secretary and such other powers and duties as may be prescribed from time to time by the Board or the Chief.
Section 7: The Directors.
Each Director shall be assigned for a three-year term. The Director will support and advise the CED on key areas within the mobility sector they represent. In the absence of the CED, the Director will act as the chief spokesperson for the sector which they represent.
Section 8: Vacancies.
Vacancies in any officer position by reason of death, resignation, removal, disqualification, disability, or other cause shall be filled by the Board in the manner provided in these Bylaws.
Section 9: Resignations.
Any officer may resign by submitting to the CED or the SAA a written resignation which shall become effective upon its receipt by such officer or at any later time specified therein, and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VIII – APPOINTMENTS AND ELECTIONS
Section 1: Policies.
In order to maintain continuity of program all executive committee members are either appointed or hired. Election sets for the member of the Board whose term is about to expired. The policies governing the nominating committees shall be adopted by the Board of Trustees.
Section 2: Regular Nominating Committee.
The Regular Nominating Committee of ASIRPA shall select nominees for Board of Trustees member.
The Committee shall consist of one delegate from each class of voting member of ASIRPA, one delegate from current member of the Board of Trustees, and one delegate from Executive Committee.
All members who serve on the Committee may not be represented by a proxy at meetings of the Committee. The nominating committee shall consist of 5 members. The main duty is search for individuals to be nominated as the Board of Trustees and Executive Committee members.
Section 3: Membership-at-Large Participation.
Any voting member may, if they wish, participate in the nomination process by suggesting potential candidates to the Nominating Committee.
Two methods exist for this purpose:
(a) Voting members may send the names and addresses of such candidate(s) to the ASIRPA Secretary, who will transmit the information to the appropriate ASIRPA Committee. The Committee may then develop the necessary background information on the qualifications of such candidate(s). The final decision on whether the Committee will proceed with the suggestion is left to the discretion of the Committee and its governing board.
(b) Voting members may also write or call the ASIRPA Secretary to obtain an Individual Member Nomination Form. All such forms must be submitted to the ASIRPA Secretary by the date designated on the form. The Secretary will convey to the chairperson of the Nominating Committee all such recommendations received from the voting members. In addition, voting members who complete such a form may, if they wish, attend the meeting of the Nominating Committee for that period of time required to personally present the credentials of the potential candidate(s).
Section 4: Elections.
The Board of Trustees shall from time to time establish the procedures for the conduct of the elections for which the voting members have a right to vote, including voting in person, by proxy, by mail, or by approved electronic means.
ARTICLE IX — MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
Section 1: Notes, Checks, etc.
All properly authorized notes, bonds, drafts, acceptances, checks, endorsements (other than for deposit), guarantees, and all evidences of indebtedness of ASIRPA whatsoever, shall be signed by such officers or agents of ASIRPA subject to such requirements as to countersignature or other conditions as the Board of Trustees may from time to time determine. Facsimile signatures on checks may be used if authorized by the Board.
Section 2: Execution of Instruments Generally.
Except as provided in these Bylaws, all deeds, mortgages, contracts, and other instruments requiring execution by ASIRPA may be signed by the Board or the Chief and authority to sign any such contracts or instruments, which may be general or confined to specific instances, may be conferred by the Board.
Section 3: Voting and Acting with Respect to Stock and Other Securities Owned by ASIRPA.
The Board and the Chief hall have full power and authority to vote and act with respect to all stock and other securities in any other corporation owned by ASIRPA, unless the Board confers such authority, which may be general or confined to specific instances, upon some other officer or person. Any person so authorized shall have the power to appoint an attorney or attorneys, with general power of substitution as proxies for ASIRPA with full power to vote and act on behalf of ASIRPA with respect to such stock and other securities.
ARTICLE X — MEMBER AND NONMEMBER UNITS
Section 1: Member Units.
The Board of Trustees may authorize the organization of ASIRPA Sections, Groups, Divisions, and Student Branches. They shall have such powers and conform to such rules and regulations as the Board may prescribe.
Section 2: NonMember Units.
The Board of Trustees may authorize the organization of unincorporated societies or institutes that fulfill the purposes of the ASIRPA Bylaws and the requirements of tax-exempt status. Final management authority shall reside with the ASIRPA
The Board may permit such societies or institutes to establish their rules and procedures, except that no society or institute shall have authority to establish any rule or procedure which violates the ASIRPA policy. All rules and procedures will be subject to the approval of the Board.
Such societies or institutes shall be organized to have members and membership classes that do not require membership in ASIRPA. Nothing herein shall prevent a member of such society or institute from becoming a member of ASIRPA provided that the qualifications of such class are attained. However, a society or institute shall have no power or authority to confer the attributes of ASIRPA membership upon a society or institute member who has not otherwise attained ASIRPA membership. Membership in a society or institute shall not be deemed to constitute membership in ASIRPA.
ARTICLE XI — APPEALS
An ASIRPA Appeals Panel shall be created by the Board of Trustees to hear and decide all appeals from decisions of the Board committees, operating boards, and program offices of ASIRPA acting on appeals thereto, and to decide all appeals from any action or refusal to act of such Board committees, operating boards, or program offices of the Board of Trustees, or of Board committees, operating boards, or program offices reporting to the Board of Trustees. The responsibility, scope, authority, and membership of the Appeals Panel shall be prescribed by the Board of Trustees. The Board of Trustees shall be the court of last resort for all appeals. The Board of Directors shall rely on its Appeals Panel and its Board committees, operating boards, and program offices to resolve appeals whenever possible.
The decision of the Board of Trustees shall be the decision of ASIRPA.
ARTICLE XII — INDEMNIFICATION OF, AND ADVANCEMENT OF EXPENSES TO TRUSTEES, OFFICERS, AND OTHERS
Section 1: Personal Liability of Trustees, Officers, and Others
Section: 1.1
To the fullest extent permitted by the laws as now in effect or as hereafter amended, no Trustee, Officer, or others of
ASIRPA shall be personally liable for monetary damages for any action taken, or any failure to act.
Section 1.2
The provisions of this Article shall be deemed to be a contract with each Trustee, Officer, or other of ASIRPA who serves as such at any time while this Article is in effect and each such Director shall be deemed to be so serving in reliance on the provisions of the Article. Any amendment or repeal of this Article or adoption of any Bylaw or provision of the Articles of Incorporation which has the effect of increasing trustee, director, and officer liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, Bylaw, or provision.
Section 2: Indemnification
Section 2.1: Right to Indemnification.
a. As used herein, the word “Action” shall mean any action, suit or proceeding, administrative, investigative or other, (i) to which such person is a party as now in effect or as hereafter amended, an action by or in the right of ASIRPA to procure a judgment in its favor, provided that, if the action is by or in the right of ASIRPA, such person is successful in whole or in part) or (ii) in connection with which such person is not a party but is a witness, subject to investigation or otherwise involved, in either case by reason of such person being or having been a director or officer of ASIRPA or serving or having served at the request of ASIRPA, as now in effect or as hereafter amended, any service that imposes duties on or involves services by such director or officer with respect to an employee benefit plan, its participants, or beneficiaries as an officer, director, employee, or agent of a trust or employee benefit plan.
b. Unless in a particular case indemnification would jeopardize ASIRPA’s tax exempt status under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”) or result in ASIRPA’s failure to be described in Section 501(c)((3) of the Code, and except as prohibited by law, each director and officer of ASIRPA shall be entitled as of right to be indemnified by ASIRPA against expenses and any liability paid or incurred by such person (i) in the defense of any Action to which such person is a party or (ii) in connection with any other Action, provided that, in either case, if the action is by or in the right of ASIRPA to procure a judgment in its favor, the officer or director shall only be indemnified by ASIRPA against expenses incurred in connection with the defense or settlement of the action as now in effect or as hereafter amended.
c. A person who is not a director or officer of ASIRPA may be similarly indemnified in respect of service to ASIRPA to the extent the Board at any time designates such person as entitled to the benefits of this Article.
d. As used in this Article, “indemnitee” shall include each director and each officer of ASIRPA and each other person designated by the Board as entitled to the benefits of this Section; “liability” shall include amounts of judgments, excise taxes (including ERISA excise taxes) fines, penalties, and amounts paid in settlement; and “expenses” shall include fees and expenses of counsel incurred by the indemnitee only (i) if ASIRPA has not at its expense assumed the defense of the Action on behalf of the indemnitee with reputable and experienced counsel selected by ASIRPA, or (ii) if it shall have been determined pursuant to Section 2.3 hereof that the indemnitee was entitled to indemnification for expenses in respect of an action brought under that Section.
Section 2.2: Right to Advancement of Expenses.
Unless in a particular case advancement of expenses would jeopardize ASIRPA’s tax exempt status under Section 501(a) of the Code or result in ASIRPA’s failure to be described in Section 501(c)(3) of the Code, every indemnitee shall be entitled as of right to have his or her expenses in defending any Action paid in advance by ASIRPA, as incurred, provided that ASIRPA receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.
Section 2.3: Right of Indemnitee to Initiate Action.
a. If a written claim under Section 2.1 or Section 2.2 of this Article is not paid in full by ASIRPA within thirty days after such claim has been received by ASIRPA, the indemnitee shall have the right to appeal or to have an independent de novo review of his or her indemnification determination. The indemnitee may at any time following the thirty-day period, initiate an Action to recover the unpaid amount of the claim, and if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action.
b. The only defenses to an Action to recover a claim for indemnification otherwise properly asserted under Section 2.1 shall be (i)that advancement of expenses would jeopardize ASIRPA’s tax exempt status under Section 501(a) of the Code or result in ASIRPA’s failure to be described in Section 501(c)(3) of the Code, or (ii) that the indemnitee failed to provide the undertaking required by Section 2.2, but the burden of proving any such defenses shall be on ASIRPA
Section 2.4: Non-Exclusivity; Nature and Extent of Rights.
The rights to indemnification and advancement of expenses provided for in this Article shall (i) not be deemed exclusive of any other rights to which any indemnitee may be entitled, (ii) be deemed to create contractual rights in favor of each indemnitee who serves ASIRPA at any time while this Article is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Article), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he was entitled or was designated as entitled to indemnification under this Article and shall inure to the benefit of the heirs and legal representatives of each indemnitee, (iv) be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (v) continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.
Section 3. Insurance and Funding.
ASIRPA may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any Action whether or not ASIRPA would have the power to indemnify such person against such liability or expense by law or under the provisions of this Article.
Section 4: Applicability of Article.
This Article shall apply to every Action other than any Action filed prior to April 30th, 2008.
ARTICLE XIII — GENERAL PROVISIONS
Section 1: ASIRPA logo.
The right to use the ASIRPA logo shall not be granted to any members and is only for ASIRPA purposes.
Section 2: Corporate Seal.
The corporate seal of ASIRPA shall be in such form as the Board of Trustees may from time to time prescribe.
Section 3: Fiscal Year.
The fiscal year of ASIRPA shall end on December 31 each year or on such other day as shall be fixed by the Board.
Section 4: Annual Report to Members.
The Board shall present to the members an annual report to be in such form as may be prescribed by the appropriate federal or state laws.
Section 5: Statements and Discussions.
ASIRPA shall not be responsible for statements or opinions advanced in papers or in discussions at its meetings. Matters relating to politics or to commercial considerations or not relating to ASIRPA’s purposes shall not be discussed at a meeting of ASIRPA or be included in the editorial columns of its publications.
Section 6: Individual Participation.
Individuals are elected or appointed to ASIRPA Board committees, operating boards, and program offices on the basis of their personal qualifications and their ability to contribute to the work of these groups. In discharging their responsibilities, members of all ASIRPA bodies organized to carry on ASIRPA’s work function independently as individuals and not as agents or representatives of their employers.
Section 7: Official Publication.
The Board of Trustees shall designate from time to time which of its publications is the official publication of ASIRPA.
Section 8: Bylaws and Governance Language.
The language of the ASIRPA Bylaws, Policy and Procedures is English. In the event of a conflict or question of meaning involving any non-English language version of the ASIRPA Bylaws or any ASIRPA Policy or Procedure, the English language paper version shall control.
Section 9: Written Notices.
Written notice can be through email, website, forums, newsletters, or mail.
ARTICLE XIV — AMENDMENTS TO THE BYLAWS
These Bylaws as in effect from time to time may be amended, altered, and repealed and new Bylaws may be adopted as follows:
(a) At any annual or special meeting of the voting members duly convened, per Article V, Section 2, by the affirmative vote in person or by proxy of at least a majority of the voting members present in person or by proxy at the meeting, provided that notice of the proposed amendment is included with the notice of the meeting, or
(b) (i) An amendment to these Bylaws may be proposed by the Board of Trustees adopting a resolution to that effect at a meeting of the Board or by any voting member who secures authorization to propose an amendment. Authorization of a voting member to propose an amendment shall commence with a petition in which the amendment is set forth in full and bearing the signatures of at least 50% of voting members.
(ii) The proposed amendment, accompanied by any comment the Board wishes to make, shall be provided by the Secretary to each voting member or shall be printed in the official publication of ASIRPA or ASIRPA website at least 60 days before the meeting of the voting members called for the purpose of amending these Bylaws. At the meeting, the proposed amendment shall be presented for discussion and shall subsequently be submitted by vote to all voting members, provided that at least 50% votes are cast at the meeting in favor of such submission.
(iii) The text of the proposed amendment and a ballot shall be provided by the Secretary to each voting member promptly after the close of that meeting. Votes returned to ASIRPA within 7 days after the date on which they were provided to the voting members shall be counted by Judges of Election appointed pursuant to these Bylaws. The Judges shall announce immediately the results of the vote, which shall be provided to the voting members by the Secretary or published in the next following issue of the official publication of ASIRPA. The adoption of the amendment shall be decided by a majority of the votes returned to ASIRPA, provided that the number of votes returned to ASIRPA within the time specified in the ballot is at least half of total voting members present at the meeting or one tenth of all the voting members, whichever number is the lesser.
(iv) The amendment shall take effect immediately upon the announcement of the results of the vote by the Judges of Election, unless otherwise provided at the time the amendment is submitted to the voting members.