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CONSERVATION ALLIANCE OF NEW YORK (CANY) BY-LAWS

ARTICLE I. NAME
Section 1.1 Name. The name of the Corporation, founded August, 2003, and incorporated January 29, 2004, is the CONSERVATION ALLIANCE OF NEW
YORK (CANY), INCORPORATED (hereinafter referred to as the Corporation).

ARTICLE II. OFFICES
Section 2.1 Offices. The Corporation may establish and maintain such offices as the Board may, from time to time, designate. ARTICLE III. PURPOSES AND OBJECTIVES
Section 3.1 Purposes. The Corporation is organized, and shall be operated exclusively, for educational, scientific, and charitable purposes. More specifically, its purposes shall include, but not be limited to, the following:
* Represent, defend, and keep secure the rights and interests of New York sportsmen and sportswomen;
* Encourage the development of an educational outreach program intended to provide New York's citizens with an understanding of their tie to the land; the need to professionally manage our renewable natural resources; the difference between preservation and conservation and when each can/should be used to achieve specified objectives; the ethics associated with the wise use of those renewable natural resources for sustainable purposes including, but not limited to, fishing, hunting, trapping, and other recreational and economic uses including agriculture and timber harvest;
* Assure the management, protection and enhancement of the resource base needed to support fishing, hunting, trapping, sustainable agriculture and timber harvesting, and other renewable-resource dependent recreational and economic activities for present and future generations;
* Form and maintain a cohesive organization that provides the opportunity and encouragement for every New York sportsman and sportswoman to participate in achieving the Corporation mission;
* Aid in the formulation and implementation of scientifically sound programs that provide for the conservation (wise-use), management, and enhancement of wildlife and the habitats fish and wildlife depend on in a manner that assures their availability for present and future generations;
* Provide a vehicle for recognizing those individuals and organizations that make a significant contribution consistent with the Corporation mission;
o Coordinate, where appropriate, the efforts of individuals and organizations that share the Corporation philosophy on conservation;
* Serve as a clearinghouse for relevant information on the actions of State and Federal legislative and administrative bodies;
* Accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devises, trusts, remainder funds, and property of any sort and nature, and to use, expend, or donate the income or principle thereof for, and to devote the same to, the foregoing purposes of the Corporation; and
* Perform any and all lawful acts which may be deemed necessary, useful, suitable, or proper for the furtherance or accomplishment of the purposes of the Corporation.

ARTICLE IV. PROHIBITED ACTIVITIES
Section 4.1 Prohibited Benefits, No part of the assets or net earnings of the Corporation shall inure to the benefit of or be distributable to the members of the Board of Directors, officers, voting and nonvoting members as individuals or organizations, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered by staff and vendors, to allow financial remuneration to the Executive Director and/or members of any associated committee that works to generate gifts and grants to the Corporation that result from the activities of the Executive Director and/or committee as the Board of Directors may from time to time designate, and to make payments and distributions in furtherance of its purposes as set forth herein.
Section 4.2 Lobbying. The Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office. However, this does not preclude any individual or organizational members of the Corporation from engaging in this activity. No substantial part of the activities of the Corporation shall consist of lobbying or to otherwise attempt to influence legislation, except to the extent permitted by law for nonprofit, tax-exempt Corporations.
Section 4.3 Exempt Activities. Notwithstanding any other provision in these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law), or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE V. ORGANIZATION
Section 5.1 Voting Members. In order to be a Voting Member, a person must be current in his or her dues in a recognized membership category; and an individual may hold only one elected position in the Corporation at any one time.
Section 5.1(a) Directors-at-Large. There are Directors-at-Large, at least one from each of the nine (9) Regions for the New York Department of Environmental Conservation (DEC), and one representing all Allied Organization members as described below. Each Regional Director-at-Large must be current in his/her dues in a membership category and be elected at a Regional meeting of the Corporation by a majority of the Voting Members there in attendance or by proxy from within the respective Region, or in the absence of Regional action in any Region the Board of Directors may appoint the Regional Director for the then-current term until such time as the Region is active. The term of office for each Director-at- Large is two years, and each such director may serve up to three consecutive terms, except for those directors for even numbered Regions who shall begin with a one-year term at the first election of the Corporation, and, following the completion of that first one-year term, shall become eligible for up to two more terms of two years. Each Director-at-Large is limited to a maximum of three terms, and can not be reelected except as an officer of the Corporation. At that time, term limits for Officers shall apply.
Section 5.1 (b) Board of Directors. The Directors-at-Large and the five Officers as designated below [§5.1(c)], constitute the Board of Directors of the Corporation.
Section 5.1 (c) Officers of the Corporation. Officers of the Corporation must be current in their dues as Life Members or in another recognized membership category and consist of a President, Vice President, Secretary, and Treasurer. The officers and immediate Past President, and the Executive Director serving ex-officio, and such other persons as the President may from time to time appoint, constitute he Executive Committee. It is understood by the founders of the Corporation that the initial slate of officers will serve terms that commence on the date of incorporation and end at the conclusion of the second Annual Meeting of the Corporation thereafter occurring as may be most convenient. At that time of the first election a slate of candidates for office will be presented, which may include the currently sitting officers, as proposed by the Nominating Committee or nominated from the floor in keeping with the Bylaws, whereupon the election commences; however, in the event of a) any election thwarted by an absence of voting membership for any reason whatsoever or in the event of an untimely resignation, the Board of Directors may designate such Officers as are wanting, whether from among sitting Officers, members of the Board of Directors, or eligible voting members of the Corporation.
Section 5.1(c) 1 President. The President is the elected chief-executive officer of the Corporation, and serves as President of the Board of Directors of the Corporation, and has one vote on the Board. The President is elected by a majority vote of the General Membership in attendance, or by proxy, at the Annual Meeting or under the terms of Section 5.1 (c) as stated immediately above, and may serve up to three two-year terms and cannot thereafter be reelected to the office of President. Upon leaving office, a President becomes the immediate Past President until the then serving President becomes immediate Past President in turn, after which the former Past-President shall leave the Board.
Section 5.1(c) 2 Past President. An immediate Past President may serve as a member of the Executive Committee upon designation by the President as described in bylaws.
Section 5.1(c) 3 Vice President. The Vice President is elected subject to the same strictures as is the President. The Vice President is a member of the Board, is elected for up to three terms of two years each, and serves as Board President in the absence or incapacity of the President.
Section 5.1(c) 4 Treasurer. The Treasurer is appointed by the Executive Committee, which appointment is subject to the approval of the Board of Directors, within the limitations set by law.
Section 5.1(c) 5 Secretary. The Secretary is elected subject to the same strictures as are the President and Vice President, for a term of two years, may be reelected up to twice more, may run for another office, and if elected thereto is subject to the usual limitations of that office.
Section 5.1(d) Director-at-Large for Allied Organization Members. The Director-at-Large for Allied Organization Members must be current in his/her dues in a recognized membership category, is elected by majority vote of the Allied Organization Members of the Corporation, serves on the Board to represent the interests of the Allied Organization Members, and has one vote; however, in the event of a) any election thwarted by an absence of voting membership for any reason whatsoever or in the event of an untimely resignation, the Board of Directors may designate the Director-at-Large, whether from among sitting Officers, members of the Board of Directors, or eligible voting members of the Corporation as long as the designated person holds membership in both the Corporation and one of the Allied Organizations. The Director-at-Large for Allied Organization Members serves a two year term, and may not hold another office of the Corporation while serving in that capacity.

ARTICLE VI. MEMBERSHIP AND DUES
Section 6.1 Dues. Dues rates are set by the Board, which may be changed from time to time.
Section 6.2 General Member. General Members are dues-paying individuals who support the mission of the Corporation. They may vote, and are eligible to run for elected office under these bylaws.
Section 6.3 Allied Organization Members. By majority vote, the Board of Directors may extend Allied Organization membership to those organizations that share the Corporation vision. To maintain Allied Organization membership an organization must be current in its dues in the Corporation. Each Allied Organization Member gets one vote only, and is also represented by a member of the Board via the Director-at-Large for Allied Organization Members who has one vote on the Board of Directors; however, the combined vote of all Allied Organization Members may not constitute a majority of the votes cast on a given ballot/issue, which vote shall therefore be recalculated and reduced accordingly as established in policy. Allied Organization Members may be granted the privilege of the floor at the Corporation Annual Meeting. Each Allied Organization Member may submit one resolution each year to the Standing Committee on Resolutions for consideration. Any sportsmen organization (e.g., federation or other organization) above the local club level may, upon acceptance for membership, be considered an Allied Organization for dues and voting purposes.
Section 6.4 Member Club. Each Member Club is a Sportsman Club within a Region and is invited and expected to participate in the selection of the Director-at-Large for that Region, for each Officer of the Corporation, and for deciding the outcome of issues affecting the Corporation where provided for in Bylaws or policy; however, where such certified votes may be absent from the tally the Corporation Board of Directors may supply that contribution of the vote/s in question.
Section 6.5 Life Member. Any individual accepted for membership and also paying that amount specified from time to time by the Board for Life Member status shall be known as a Life Member. Life Member status conveys voting privileges.
Section 6.5(a). Dues. When applying to become a Life Member, the cost of a then-current annual membership, for that year only, may be deducted from the Life Member dues level current at the time of advancement to Life Member status.
Section 6.6 Contributing Member. Any business, company, professional person, or other individual making a monetary or in-kind contribution on an annual or regular basis to the Corporation shall be know as a Contributing Member. Contributing membership does not convey voting privileges; however, a Contributing member that is also a Life Member, General member, or Allied Member retains the franchise for that specific category of membership.
Section 6.6 (a). Dues. Contributing members support the mission of the Corporation and make annual
contributions of funds or in-kind services at or above a level established by the Board.
Section 6.7 Annual Champion Member. Any individual General Member in good standing who is also publicly active in supporting the mission of the Corporation and who at that time has paid membership dues in full as established by the Board and who is recognized by the Board of Directors for that cumulative support may be presented with a membership certificate from the Board stating that the recipient is a Champion for the conservation of New York's renewable natural resources. A Champion Member enjoys voting privileges in accordance with the General Member franchise.
Section 6.7 (a). Dues. A General Member who is also a new Champion Member may enjoy special recognition by the Corporation through a one-time annual waiver of General Member annual dues that may have been paid by the Champion Member in that year as established by the Board at that time, and their names may, if so desired by the Member, be published in the Corporation internal newsletter.
Section 6.8 Junior Member. An individual 17 years of age or younger who expresses an interest in being a Junior Member of the Corporation, actively supports the Corporation mission and embodies its philosophy, may become a Junior Member. The Junior Member does not have voting privileges except as may be provided for in policy.
Section 6.9 Honorary Life Member. The Board may, from time to time, convey the title of Honorary Life Member to an individual who is deemed to embody Corporation values. That member shall be extended the privileges and responsibilities of membership, but dues will be waived. Honorary Life Members do not enjoy voting privileges.
Section 6.10 Endowment Member. An Endowment Member has made a contribution that meets or exceeds the dollar amount set by the Board for Endowment Member category and conveys this status for life.

ARTICLE VII. MEETINGS
Section 7.1 Annual Meeting of Members. The Annual Meeting of Members for the transaction of such business as may be necessary and properly come before the members shall be held each calendar year at a time to be determined and regularized by the Board of Directors and/or established in policy, as deemed appropriate by the President following the fifth year of establishment of the Corporation [2009].
Section 7.2 Board Meetings/Special Meetings. Board Meetings and/or Special meetings may be called by the President, or Vice President, or by a majority vote of the officers. Other Special Meetings, for a specific and urgently required purpose as described in policy, may be called by the President, or by a majority of the Board, or by 100 voting members of the Corporation.
Section 7.3 Meeting Notices. Notice of all meetings, including time, place, and purposes shall be sent no less than 14 days prior to any such meeting, and at a Special Meeting no business other than that requested in writing and stated in the meeting notice may be conducted. Such notice may be made electronically, including via email and/or be posted on the website.
Section 7.4.1 Quorum. At a meeting of the Board of directors, or Special Meeting, or Annual Meeting of Members called by the President or Vice President or a majority of the officers, a simple majority of the directors not being previously "Excused" who are present may hold a meeting as long as the President, or the Vice President and Treasurer, or the Vice President and Secretary are present in the absence of the President, and all persons who are either an Officer or Director have been served notice of that meeting and such other requirements as established in Bylaws and/or policy have been met.
Section 7.4.2 Quorum/Other Meetings. At a Special Meeting called by 100 voting members of the Corporation, a quorum of the full Board must be present in order to conduct business so long as one Voting Member not an Officer or a Director-at-Large from each region also be in attendance in person at the time of the official roll call of the meeting, which may be determined or re-determined by a simple majority vote of the Board as general practice and weather conditions may so permit or recommend to the Board of Directors.
Section 7.5 Voting Procedures. Each Voting Member in attendance shall be entitled to vote: although a nonvoting member may attend, he or she shall have no voting rights and must be recognized by the President to speak; and a simple majority vote of those present shall determine the outcome of the vote unless otherwise specified in bylaws or policy, except at a Special Meeting called by 100 voting members of the Corporation, in which case a 2/3 majority shall be required as established in Bylaws and/or policy.
Section 7.6 Mail or Electronic Ballot. Whenever any action is needed to be taken by the Corporation and it is impractical to obtain a quorum, the matter to be acted upon may be submitted in writing, electronically or as otherwise may seem most practicable, to each Voting Member of the Corporation and shall have the same force and effect as though the vote were cast at a regular or Special Meeting wherein a quorum was present. The vote must be no sooner than one month before and no later than two weeks before the action date; and in this case a resolution or other question put to a vote shall be determined by at least a majority of secured ballots returned. The Secretary shall record in minutes of the next meeting the result of such mail or electronic ballot, which shall be posted on the website.

ARTICLE VIII. BOARD OF DIRECTORS
Section 8.1 Powers. The activities, affairs, funds, and property of the Corporation shall be managed, directed and controlled, and its powers exercised, by the Board of Directors, except as otherwise provided by statute, these bylaws, or policy.
Section 8.2 Number and Term of Directors. The Board of Directors shall consist of four officers (President, Vice President, Treasurer, and Secretary) and up to two Directors-at-Large for each of nine Regions. There may also be one Director-at-Large only for all Allied Organization Members. [Such new regions as may in future be designated shall enjoy the same privileges and limitations as the nine.]
Section 8.3 Qualifications. Board members must be current in their dues, sympathetic to the mission
of the Corporation, and duly elected. A candidate for any position on the board must be a member in
good standing for a minimum of one year. The time qualification may be waived if the member is
sponsored by a current board member and has the approval of the board.
Section 8.4 Election of Directors. Directors are elected at the annual meeting of the Corporation according to procedures determined from time to time by the Board of Directors, who are the representatives of the membership of the Corporation, or as may be otherwise directed by then-current policy, or appointed by the President under authority of these bylaws and such policy as may hereto appertain.
Section 8.5 Removal, Resignation and Vacancies. Any Director may be removed from office at any time by a majority vote of the Board whenever in their judgment the best interest of the Corporation will be served thereby, upon due notification of such action and the right of the removed person to be heard, according to policy to be established by the Corporation; or may be removed summarily under standing policy, which shall include non-performance of duties. Any officer may resign his/her position at any time by giving written notice to the Board President. If there is a vacancy among the Board by reason of death, resignation, or otherwise, such vacancy may be filled for the unexpired term by appointment by the President, or failing action by the President then by action of the Board at a regularly scheduled meeting or at a special meeting called for that purpose under policy to be established by the Corporation.
Section 8.6 Meetings of Directors. The Board will meet at least quarterly, one such meeting to coincide with the Annual Meeting of Members; and the Board will then conduct the business of the Corporation as may be established in Bylaws or determined by policy. The location of said meetings shall be at the discretion of the President, and written notice of the meetings, whether regular or special, stating the time, purpose, and location thereof shall be given to each Director upon not less than fourteen (14) days notice.
Section 8.7 Voting. Each Director shall be entitled to one vote on each matter submitted to a vote at a meeting of the Board. A legible, signed and dated proxy shall be valid only when stating the matter before the Board and affirmatively indicating the vote of the signatory for or against the question upon being submitted to the Secretary of the Corporation previous to the meeting at which the proxy is to be voted. The Secretary shall report proxy votes to the Board at the time a question is called and securely keep that proxy/those proxies for not less than six months and not more than one year.
Section 8.8 Committees. The Board shall have the power to appoint committees/subcommittees/ad hoc committees and a Standing Committee on Resolutions, as the Board may deem advisable and proper from time to time, including but not limited to an Executive Committee of two or more duly elected Board members (excludes the Director-at-Large for Allied Member Organizations and Past President). The Board may define the powers and duties of any such committee by resolution as may be recorded in policy. Committees for consideration by the Board include, but are not limited to, the following:
Section 8.8(a) Policy and Procedures Committee
Section 8.8(b) Nominating Committee
Section 8.8(c) Credentials Committee
Section 8.8(d) Conservation Education Committee
Section 8.8(e) Conservation Issues Committee
Section 8.8(f) Wildlife and Fisheries Committee
Section 8.8(g) Annual Meeting Committee
Section 8.8(h) Awards Committee
Section 8.9 Duties of the Board. The overall responsibility for the representation of the interests of membership, the well-being of the Corporation, and for the setting of policy rests with the Board. The Board will employ an Executive Director who serves as the Chief Operating Officer for the Corporation, keeps the Board informed on issues affecting the Corporation and its mission, and executes Board policy. The Executive Director serves at the pleasure of the Board and is a non-voting, ex-officio member.
Section 8.9(a) President. The President shall supervise and direct the objectives, policies, and programs of the Corporation. The President presides at all meetings of the Corporation and of the Board. In the absence of the President from a meeting or from the state of New York, the Vice President will preside and/or assume the duties of President. If both the President and Vice President are absent, the Past President may preside. The President shall appoint committee members and shall, along with the Executive Director, be an ex-officio member of all standing and special committees, except the Nominating Committee; and shall have such other powers and shall perform such duties as the Corporation or the Executive Committee may determine.
Section 8.9(b) Vice President. The Vice President shall, during the absence or incapacity of the President, assume the authority of the President. The Vice President shall have such other powers and perform such other duties as the Corporation or the Executive Committee may determine.
Section 8.9(c) Past President. The immediate Past President may serve on the Executive Committee and, during the absence or incapacity of the President and Vice President, have the same authority as the President and Vice President, and have such other powers and perform such other duties as the Corporation or the Executive Committee may delegate, subject to the approval of the Executive Committee, and subject to the final determination of the President and Vice President upon return to their capacity/ies.
Section 8.9(d) Treasurer. The Treasurer shall have, subject to such regulations and policy as may be promulgated by the Board of Directors, the care and custody of the general funds and membership, but shall not be solely responsible for permanently invested funds, securities and assets, which are under the direct supervision of the Board. The Treasurer shall see that all funds and securities are deposited in such banks or other depositories as the Board may from time to time determine. Checks for less than $500 may be signed by either the Executive Director or the Treasurer or the President. Checks for over $500 must be signed by both the Executive Director and the Treasurer or President or Vice President; and expenditures for $1,000 or more require approval of the Executive Committee. The Treasurer shall keep adequate and accurate books of accounts, recording therein the amounts of all funds, securities, assets and liabilities of the Corporation. The Treasurer shall counsel with the President and Executive on fiscal matters and make recommendations to the Board on the investment and reinvestment of Corporation funds and securities, keep the Board informed as to the fiscal status of the Corporation, and shall complete all financial negotiations and transactions in accordance with the majority vote of the Board. The Treasurer shall perform other duties as may from time to time be directed by the Board.
Section 8.9(e) Secretary. The Secretary, through the President, shall be responsible for recording and reporting the minutes of all meetings of the Corporation. The Secretary shall, with the aid of the Executive Director, keep legal and related records, and shall exhibit same when requested to do so by the Board. The Secretary, through the Executive Director, shall give notice to members and directors of all meetings of the Corporation and shall sign and execute such documents as may be necessary for the transaction of the business of the Corporation. The Secretary shall perform other duties as may from time to time be directed by the Board. The Secretary, by virtue of current records and compiled records kept ready to access, is the Alliance Historian, subject to development of policy and/or procedures that may separate the role of Alliance Historian from the role of the Secretary, which office of Alliance Historian may devolve upon another by appointment under the authority of the President, or by reformulation of that position by action of the Board of Directors.
Section 8.10 Executive Director. There shall be an Executive Director of the Corporation selected and hired on the basis of a two-year renewable contract by the affirmative vote of a majority of the Board. The Executive Director shall serve as the Chief Operating Officer for the Corporation and generally shall administer the affairs of the Corporation under the direction of the President and Board, including the development of grants, gifts, and regular donors, and a supportive committee to achieve the same. The Executive Director shall perform such other duties, including assisting the Secretary with legal and membership records, as may from time to time be assigned by the Board, including, but not limited to, polling the Board regarding matters of urgency facing the Corporation. The Executive Director serves at the pleasure of the Board.
Section 8.11 General Responsibilities of Voting Members. The following list, subject to subsequent development of policy and/or procedures, establishes some, but not all, of the general responsibilities for behavior and comportment by voting members:
* All Officers, Directors, and Members should uphold the Constitution of the United States, Bill of Rights, and the Bylaws and policies of the Corporation;
o Before accepting nomination for Officer or Director-at-Large, or any other official relationship with the Corporation, a person should fully review his/her position within the County, Region or Corporation and the requirements of serving in the capacity being sought;
* Directors-at-large are required to bring before the Board the requests of their General Membership or Allied Organization members and strongly advocate on their behalf while fully realizing at the same time that he/she will be mandated to carry out the decisions and subsequent directions of the Board and/or vote of the voting Members whether the will of or if distinct from the preference of their member group;
o Officers and Directors have both moral and fiduciary obligations to abide by any position or policy established by the Board or vote of the voting Members regardless of personal preference;
* Officers and Directors should actively involve themselves in an individual club within the Region where they reside as well as in their own County Federation;
o When Officers and Directors make public statements on behalf of the Corporation they must be consistent with Corporation position; and if they are not representing the Corporation, then, must clearly state that he/she is not speaking on behalf of the Corporation, and strive to clearly state the position of the Corporation; and
* Actions of Officers and Directors, whether intended to do so or not, reflect upon the Corporation and the sportsmen and sportswomen it represents; therefore, their comportment, actions, and/or words should exemplify true sportsmen-like conduct.
Section 8.12 Indemnification. The Corporation shall, at a minimum provide $1 million coverage and at a maximum the fullest extent permissible under applicable laws, to indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal or administrative, or investigative (whether by or in the right of the Corporation or otherwise) by reason of the fact that he/she is or was a Director, Officer, employee, or agent of the Corporation, against expenses (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him/her in conjunction with such action, suit, or proceeding.

ARTICLE IX. FISCAL AFFAIRS
Section 9.1 Fiscal Year. Each consecutive fiscal year of the Corporation shall commence on the first day of the New Year unless altered under policy and/or procedures or amended in Bylaws.
Section 9.2 Property Administration. The Corporation shall have the power to take, hold by gift, bequest, devise, purchase, lease, either absolutely or in trust, and to administer for any of its objectives, policies, and programs, all funds, real or personal property, within limitation as to amount of value, except as may be prohibited by the laws of New York; and shall have the power and authority to convey such property and to invest and/or reinvest any principal and to deal with and expend the income or principal and to use and dispose of the real and personal property in such manner as in the judgment of the Corporation or Board will best promote the objectives, policies, and programs of the Corporation. The Corporation shall have and shall exercise all powers conferred by law on such organization and consistent with the laws of any states, territories and possessions of the United States of America wherein such acts and transactions may originate or where any property is held.
Section 9.3 General Fund. The general fund account of the Corporation shall be made subject to the signature/s of either the Treasurer or a combination of the Treasurer and such other persons as bylaws and/or the Board from time to time may designate.
Section 9.4 Endowment Fund. An endowment fund shall be established for bequests received by the Corporation unless otherwise restricted by the donor. Such endowment funds shall be dedicated so that an amount equal to two and one-half years of the Corporation's operating budget will not be utilized except that the net yield in excess of the original principal may be utilized for either addition to the endowment principal or for such other activities as determined by the Board. The Board shall evaluate the endowment fund's status each year upon approval of its annual budget and may reevaluate the proportional amount to be considered as principal upon receipt of an unrestricted bequest in excess of the Corporation's overall budget in any given year. The endowment fund principal shall be maintained and shall not be disposed of by the Corporation, except in the dissolution of the Corporation or with approval of the Board and a majority vote of the voting members.
Section 9.5 Audit. The Board shall cause the Corporation's accounts to be audited on an annual basis by an outside firm of accountants. Such outside firm of accountants shall submit annually to the Board a verified statement of the finances of the Corporation.

ARTICLE X. BYLAWS AMENDMENT
Section 10.1.1 Bylaws and the Interim Board. Until such time as a first slate of officers elected by the Members assumes office (2009), those who are the cofounding officers who serve in the interim constitute the Board and may amend these bylaws by majority vote. Following the election of a full Board (Officers and Directors-at-Large) by the Members, that Board and all future Boards may alter, amend, or repeal these bylaws by a two-thirds (2/3) vote of the Board at any meeting of the Board, provided the substance of the proposed amendment shall have been stated in the notice of the meeting or waiver thereof, or by mail ballot; however, interim development of succeeding policy and/or procedures shall have the force of bylaws and may introduce new standards of amendment.
Section 10.1.2 Bylaws Amendments. Any change in bylaws by the Board pursuant to this section may subsequently be altered or repealed by a majority vote of the voting Members at the next annual meeting or special meeting of the Members; however, ongoing development of succeeding policy and/or procedures shall have the force of bylaws and may introduce new standards of amendment. The Board shall inform Members of the Corporation either by letter or through one of the Corporation's regular publications or website.
Section 10.1.3. Bylaws Reconciliation. If at any time an article, section, or subsection of these bylaws should be determined to be in conflict with either organizational action/s deemed to be necessary/unnecessary, or any other article, section, or subsection of the bylaws, the office of responsibility for interim reconciliation shall be the President in consultation with the Executive Committee, where the view of the Executive Director may be solicited; and the Board of Directors and Bylaws Committee shall be informed of the interim solution with full force thereto appertaining, which solution shall be entered upon the minutes of the next meeting of the Board of Directors and appended to policy records, until formal amendment of the bylaws is recommended by the Bylaws Committee, determined by the Executive Committee, approved by the Board of Directors, and published for consideration by the Members (begins 2009).

ARTICLE XI. EXISTENCE AND DISSOLUTION
Section 11.1 Existence and Dissolution. The Corporation shall have perpetual existence. If, however, the Corporation is dissolved, the assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding Section of any future federal tax code, or shall be distributed to the federal government, or to state government, for a public purpose. Any such assets not so disposed shall be disposed by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or organizations, as said Court shall determine which are organized and operated for such purposes.

ARTICLE XII. PARLIAMENTARY AUTHORITY
Section 12.1 Parliamentary Authority. In all matters not covered by these bylaws, "Robert's Rules of Order" shall prevail unless superseded by policy of the Board.

ARTICLE XIII. BOOK OF POLICIES AND PROCEDURES
Section 13.1 Book of Policies and Procedures. Until such time as there shall be a committee that develops and reviews policy and procedures, the President may at his/her discretion, and from time to time, establish an ad-hoc Policy and Procedures Committee and assign it the responsibility for crafting policy and/or procedure for the purpose of addressing an issue or issues of importance to the organization. Once crafted, that policy or procedure shall be brought before the Executive Committee for review, adjustment if so deemed, and approval or rejection; and if approved will be forwarded to the Board with a recommendation for adoption. Once adopted, each such policy, although altered or until such time as it may be deleted, shall have the same force and effect as if it were in, of, or among bylaws.