AMENDED AND RESTATED BYLAWS
OF
Howe Military School Alumni Association, Inc.

ARTICLE I
General

Section 1. Name. The name of the corporation is Howe Military School Alumni Association, Inc. (the “Corporation” or the “Association”).

Section 2. Address. The post office address of the Association’s registered office at the time of the adoption of these Amended and Restated Bylaws (the “Bylaws”) is 5755 N. State Road 9, P.O. Box 495, Howe, Indiana 46746. The registered agent in charge of the registered office at the time of the adoption of these Bylaws is Andrew Wills.

Section 3. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and shall end on the last day of December next succeeding.

ARTICLE II
Membership

Section 1. General. Membership in the Association shall be governed by the provisions of the Amended and Restated Articles of Incorporation (the “Articles”) adopted in May 2015 and these Bylaws.

Section 2. Classes of Membership. The Association shall have one class of voting members, the Alumni Members (the “Voting Members”), and one class of non-voting members, the Honorary Alumni Members (the “Non-Voting Members”). Designation as a Non-Voting Member shall carry no legal significance and shall not entitle such Non-Voting Members to vote on Association matters or to attendance at Association meetings. The terms “Alumni Member,” “Voting Members,” and “Non-Voting Members” shall refer equally to members of either gender.

(a) Alumni Members. Status as an Alumni Member may only be conferred upon individuals who either (1) graduated from or successfully completed one or more years as a full-time student at Howe Military Academy™ (f/k/a Howe School™, Howe Military School™ and The Howe School™) (the “School”) or (2) attended the School and were not dismissed for academic or disciplinary reasons. The class of Alumni Members may consist of individuals that meet the above conditions of membership and such other conditions as may be prescribed by the Board of Directors, and that otherwise are approved for Alumni Membership by the Board of Directors or by an authorized designee of the Board of Directors.

(b) Honorary Alumni Members. Status as an Honorary Alumni Member may be conferred upon individuals who have dedicated their time and talents to and/or who have made outstanding contributions to the School or any other organizations affiliated with the School. The class of Honorary Alumni Members may consist of individuals who meet the above conditions of membership and such other conditions as may be prescribed by the Board of Directors, and who otherwise are approved for Honorary Alumni Membership by the Board of Directors or by an authorized designee of the Board of Directors.

Section 3. Annual Meeting. There shall be an annual meeting of the Voting Members, which shall be held on the Saturday of the Annual School Alumni weekend, at a time and place fixed by these Bylaws or by resolution of the Voting Members, for the purpose of transacting such business as may come before the meeting. At the annual meeting, the President and Treasurer of the Association, or their respective designees, shall report on the activities and financial condition of the Association. In addition, the Voting Members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Section 7 of this Article II.

Section 4. Regular Meetings. The Association may hold regular meetings of the Voting Members, at intervals, times, and places to be fixed by these Bylaws or by resolution of the Voting Members, for the purpose of considering and acting upon such matters as may be raised consistent with the notice requirements of Section 7 of this Article II.

Section 5. Special Meetings. Special meetings of the Voting Members may be called at any time by the President or Executive Committee of the Association or by the Voting Members upon written petition describing the purpose of the special meeting that is dated and signed by at least ten percent (10%) of the Voting Members and delivered to the Executive Committee of the Association. A special meeting shall be held at a time and place specified by the caller or callers of the special meeting. Notice of such special meeting and the purposes of such special meeting shall be given in accordance with the requirements of Section 7 of this Article II. No business other than that specified in the notice shall be transacted at the special meeting.

Section 6. Place of Meetings. Any meeting of the Voting Members may be held at such date, time, and place within or outside the State of Indiana as stated in or fixed in accordance with the Bylaws. If no such designation is made, the place of meeting shall be the principal office of the Association.

Section 7. Notice of Meetings. The Association shall give written, electronic, or facsimile notice of meetings of the Voting Members in a fair and reasonable manner. Notice is fair and reasonable if the following occur:

(a) The Association notifies the individual Voting Member of the place, date, and time of each annual, regular, and special membership meeting not less than ten (10) days before the meeting date, if the notice is provided by first class registered mail. If notice is provided by a means other than first class registered mail, thirty (30) days to sixty (60) days before the meeting date;

(b) Notice of an annual or regular meeting includes a description of any matter or matters to be considered at the meeting that must be approved by the Voting Members; and

(c) Notice of a special meeting includes an agenda and a description of the purpose for the meeting.

Written, electronic, or facsimile notice shall be effective at the earliest of the following:

(i) When received

(ii) When sent, if sent by electronic mail or facsimile, if sent to the correct address or facsimile number of the Voting Member listed in the most current records of the Association:

(iii) Five (5) days after the notice is mailed if sent by first class mail, as evidenced by the postmark or private carrier receipt, if mailed to the correct address of the Voting Member listed in the most current records of the Association;

(iv) On the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(v) Thirty (30) days after the notice is deposited with a method of the United States Postal Service other than first class, registered, or certified postage affixed, as evidenced by the postmark, if mailed to the correct address of the Voting Member listed in the most current records of the Association.

Except as provided by statute, if an annual, a regular, or a special meeting of the Voting Members is adjourned to a different date, time, or place, it is not required that notice be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment.

Section 8. Waiver of Notice. Notice may be waived by a Voting Member in writing signed by that Voting Member entitled to notice, and filed with the minutes or the Association’s records. Attendance at or participation in any meeting by a Voting Member (a) waives the member’s objection to lack of notice or defective notice unless the Voting Member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and (b) waives the member’s objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice unless the Voting Member objects to considering the matter when the matter is presented.

Section 9. Voting List. After setting a date for sending notice of a meeting of the Voting Members, the Secretary of the Association shall prepare a list of names of Voting Members entitled to notice of a meeting of the Voting Members; the address of each Voting Member; and confirmation that each Voting Member is entitled to one (1) vote at the meeting. The Secretary shall regularly prepare a list of the Voting Members before each meeting.

Section 10. Quorum. At all meetings of the Voting Members, the presence and/or virtual attendance of fifteen (15) of the Voting Members shall constitute a quorum (in accordance with Art. II, Sect. 15 of these bylaws). After a vote is represented for any purpose at a meeting of the Voting Members, the vote is considered present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. Any meeting of the Voting Members at which a quorum exists, including annual and special meetings or any adjournments thereof, may be adjourned to a later date although less than a quorum is present at the subsequent meeting. Any Business Meeting of the Voting Members at which a quorum does not exist, the Board of Directors, in accordance with Article III, Sections 1 & 3, shall transact any business on the agenda of the Annual Meeting at the next regularly scheduled Regular Business Meeting of the Board of Directors.

Section 11. Voting by Members. Each Voting Member of the Association shall be entitled to cast one (1) vote on each matter to come before the Voting Members. Except as otherwise provided in these Bylaws, each question shall be determined by majority vote of the Voting Members represented at a meeting at which a quorum exists.

Section 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Voting Members may be taken without a meeting of the Voting Members if a written consent, setting forth the action so taken, (1) is signed by each Voting Member entitled to vote with respect to the subject matter thereof and (2) such written consent is filed with the minutes of the proceedings of the Voting Members or in the Association’s records. Such written consent shall have the same effect as a unanimous vote of the Voting Members at a duly held meeting of the Voting Members.

Section 13. Action by Written Ballot. Any action that may be taken at an annual, a regular, or a special meeting of the Voting Members may be taken without a meeting if the Association delivers a written ballot to every Voting Member. A written ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. A solicitation for votes by written ballot must:

(a) indicate the number of responses needed to meet the quorum requirements;

(b) state the percentages of approvals necessary to approve each matter other than the election of directors; and

(c) specify the time by which a ballot must be received by the Association to be counted.

A written ballot may not be revoked.

Section 14. Powers Reserved to the Voting Members. Notwithstanding any contrary provision of the Articles or these Bylaws, the affirmative vote of a majority of the Voting Members present at a meeting at which a quorum is present shall be required for approval of the following corporate actions:

(a) To amend, alter, change, or repeal the Articles;

(b) To amend, alter, change, or repeal the Bylaws;

(c) To merge or consolidate the Association with another entity or entities;

(d) To sell, lease, or exchange more than fifty percent (50%) of the property or assets of the Association, where such sale, lease, or exchange occurs other than in the regular course of business;

(e) To elect the directors of the Association; or

(f) To dissolve the Association.

Section 15. Means of Communication. Any or all of the Voting Members may participate in an annual, a regular, or a special meeting of the Voting Members by or through the use of any means of communication by which all Voting Members participating may simultaneously hear each other during the meeting. A Voting Member participating in a meeting by such virtual means shall be considered present in person at the meeting. At any Association meeting in which virtual attendance occurs, the presiding officer, upon opening the meeting, shall verbally call the roll of attendees aloud, and assure that a record is made of the roll call.

Section 16. Dues, Membership Requirements, and Benefits of Membership. Dues for membership and other requirements for membership and benefits of membership may be prescribed from time to time by the Board of Directors.

Section 17. Alumni Trustee Liaisons. The Voting Members may elect two alumni to serve as Alumni Trustee Liaisons to the School’s Board of Trustees (or its successor), to represent the interests of the Association. Any alumni may submit his or her name, or the name of any other alumni for consideration as a candidate for the position of Alumni Trustee Liaison. Members must submit names for consideration not less than thirty (30) days prior to the annual meeting (nominations will not be accepted from the floor of the meeting). Members of the current Board of Directors may not be selected to serve as Alumni Trustee Liaisons. Each elected Alumni Trustee Liaison shall serve a two (2) year term. The terms of the Alumni Trustee Liaisons shall be staggered. In the event a duly elected Alumni Trustee Liaison resigns, is removed by the Board of Directors, or for any reason cannot fulfill the duties and responsibilities of his or her office, then the Association’s Board of Directors shall appoint a qualified replacement to serve for the remainder of the term so vacated (the Board of Directors may wish to solicit input regarding a replacement from the Nominating Committee).

ARTICLE III
Board of Directors

Section 1. Directors. The affairs of the Association shall be managed, controlled, and conducted by, and under the supervision of, the Board of Directors, subject to the provisions of the Articles and these Bylaws. The membership of the Board of Directors shall comprise no fewer than nine (9) and no more than thirty (30) directors.

Section 2. Terms and Qualifications. At an annual, regular, or special meeting of the Voting Members immediately preceding the expiration of the term of any director, or after the expiration of such term, the Nominating Committee (whose duties are set out in Article V, Section IIG) shall submit to the Voting Members a slate of candidates who are eligible and qualified to serve on the Board of Directors. The Voting Members shall elect from the slate of candidates one (1) or more directors to replace each director or directors whose term or terms will expire, or have expired, and each such new director shall serve for a term of three (3) years, or such other period as is prescribed by the Voting Members at the time of such election, and until his or her successor is elected and qualified. A director may serve any number of consecutive or nonconsecutive terms. The Voting Members shall stagger the terms of directors so that no more than one-third (1/3) of the directors terms will expire in any year.

Section 3. Quorum and Voting. One-third (1/3) (but in no case fewer than five) of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of any business properly to come before the Board of Directors. Unless otherwise provided in the Articles or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum exists shall be the act of the Board of Directors.

Section 4. Regular Meetings. The Board of Directors may hold regular meetings, as fixed by these Bylaws or by resolution of the Board of Directors, for the purpose of transacting such business as may properly come before the Board of Directors. Except as otherwise provided in these Bylaws, such regular meetings of the Board of Directors may not be held without notice of the date, time, place, or purpose of the meeting.

Section 5. Special Meetings. Notwithstanding the preceding Section 4 of this Article and except as otherwise provided in these Bylaws, the Board of Directors may hold special meetings for any lawful purpose upon not fewer than two (2) days notice, as described in Section 6 of this Article, upon call by the President of the Association or by not fewer than five (5) members of the Board of Directors. A special meeting shall be held at such date, time, and place within or outside the State of Indiana as is specified in the call of the meeting. The purpose of any such meeting shall be set out in the call for the meeting.

Section 6. Notice of Special Meetings. Oral or written notice of the date, time, and place of each special meeting of the Board of Directors shall be communicated, delivered, or mailed by the Secretary of the Association, or by the person or persons calling the meeting, to each member of the Board of Directors so that such notice is effective at least two (2) days before the date of the meeting. The notice shall describe the purpose of the special meeting. Oral notice shall be effective when communicated. Written notice, including notice by facsimile or electronic mail, shall be effective at the earliest of the following:

(a) When received;

(b) When sent if sent electronically or by facsimile, if sent to the correct address or facsimile number listed in the most current records of the Association;

(b) Five (5) days after the notice is mailed if mailed by first class mail, as evidenced by the postmark or private carrier receipt, if mailed correctly to the address listed in the most current records of the Association;

(c) On the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(d) Thirty (30) days after the notice is deposited with a method of the United States Postal Service other than first class, registered, or certified postage affixed, as evidenced by the postmark, if mailed correctly to the address listed in the most current records of the Association.

Section 7. Waiver of Notice. Notice may be waived in writing, signed by the director entitled to notice, and filed with the minutes or the corporate records. Attendance at or participation in any meeting (a) waives objection to lack of notice or defective notice, unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the director objects to considering the matter when the matter is presented.

Section 8. Means of Communication. The Board of Directors, or a committee thereof, may permit a director or a committee member to participate in a meeting by, or conduct a meeting through the use of, any means of communication by which all directors or committee members participating simultaneously may hear each other during the meeting. A director or committee member participating in a meeting by such virtual means shall be considered present in person at the meeting. At any Association meeting, or a committee thereof, in which virtual attendance occurs, the presiding officer, upon opening the meeting, shall verbally call the roll of attendees aloud, and assure that a record is made of the roll call.

Section 9. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if a written consent describing such action is signed by each director or committee member and such written consent is included in the minutes reflecting the action taken. Action taken by written consent shall be effective when the last director or committee member signs the consent, unless the consent specifies a prior or subsequent effective date. A consent signed as described in this Section 9 shall have the effect of a unanimous vote at a meeting of the directors and may be described as such in any document.

Section 10. Resignation, Removal, and Vacancies. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, to the President, or to the Secretary. Any such resignation shall take effect immediately upon receipt of such notice or at any later time specified therein and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Any director may be removed immediately from office or from his or her position as directorat any time, with or without cause, by the Voting Members of the Association or the Board of Directors. Any vacancy in the position of a director shall be filled through the process outlined in Article III, Section 2 above.

ARTICLE IV
Officers

Section 1. In General. The officers of the Association shall consist of a President, a Vice President, a Second Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may, by resolution, designate from time to time. Each officer shall be elected by the Board of Directors at a regular or special meeting and shall serve for one (1) year beginning in July following such election, or such other period as prescribed by the directors at the time of such election, and until the officer’s successor is elected and qualified. Officers may be re-elected for a second consecutive term. Officers must be members of the Board of Directors. Any officer may be removed by the Board of Directors at any time, with or without cause. Any vacancy occurring in any office shall be filled by a majority vote of the Board of Directors, and the director elected to fill such vacancy shall serve until the expiration of the term vacated and until his or her successor is elected and qualified. The offices of Secretary and Treasurer may not be held by the same director.

Section 2. President. The President shall preside at all meetings of the Board of Directors and the Executive Committee of the Association, and he or she shall be responsible for implementation of policies established by the Board of Directors and the Voting Members. The President shall provide leadership to, and supervision of all activities of, the Board of Directors and shall perform the duties incident to the office of President and such other duties as the Board of Directors may prescribe.

Section 3. Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of (and shall be subject to all the restrictions applicable to) the President. The Vice President shall be responsible for coordinating the work of the committees and overseeing the execution of the work of the committees. The Vice President shall also perform such other duties as the Board of Directors or the President may prescribe.

Section 4. Second Vice President. In the absence of the President or Vice President or in the event of the President and Vice President’s inability or refusal to act, the Second Vice President shall perform the duties of President and, when so acting, shall have all the powers of (and shall be subject to all the restrictions applicable to) the President. The Second Vice President shall be responsible for coordinating with the Secretary and Treasurer regarding the planning and scheduling of meetings and events. The Second Vice President shall also perform such other duties as the Board of Directors or the President may prescribe.

Section 5. Secretary. The Secretary shall be the custodian of all papers, books, and records of the Association. The Secretary, or a proper designee, shall prepare and enter in the minute book the minutes of all meetings of the Board of Directors and of the Voting Members. The Secretary shall authenticate records of the Association as necessary. The Secretary shall also be responsible for coordinating all correspondence for the Association. The Secretary shall perform such other duties as the Board of Directors or the President may prescribe.

Section 6. Treasurer. The Treasurer shall prepare and maintain correct and complete records of account showing accurately the financial condition of the Association. All notes, securities, and other assets coming into the possession of the Association shall be received, accounted for, and placed in safekeeping as the Treasurer may from time to time prescribe. The Treasurer shall furnish, whenever requested by the Voting Members, the Board of Directors, or the President, a statement of the financial condition of the Association and shall perform the duties usual to such position and such other duties as the Board of Directors or the President may prescribe.

Section 7. Other Officers. The Board of Directors may, by resolution, designate other officers as needed from time to time. Each other officer of the Association shall perform such duties as the Board of Directors or the President may prescribe.

ARTICLE V
Committees

Section 1. Executive Committee. There shall be an Executive Committee of the Board of Directors consisting of the individuals who serve as President, Vice President, Second Vice President, Secretary, and Treasurer of the Association. To the extent consistent with applicable law, the Executive Committee shall have and exercise all authority of the Board of Directors in the management of the Association’s affairs between the meetings of the Board of Directors. A majority of the members of the Executive Committee, i.e., three of the five members of the Executive Committee, shall constitute a quorum for the transaction of any business properly to come before the Executive Committee. Unless otherwise provided in the Articles or these Bylaws, the act of a majority of the Executive Committee members present at a meeting at which a quorum exists shall be the act of the Executive Committee. The Executive Committee shall be subject to the authority and supervision of the Board of Directors.

Section 2. Other Standing Committees. The other standing committees of the Association at the time of the adoption of these Bylaws are as follows (collectively, the “Standing Committees”)

(a) The Alumni Weekend/Events Committee shall be responsible for the planning and execution of the Alumni Weekend. This committee shall coordinate directly with the School’s Director of Advancement in planning all events scheduled for the weekend (normally held during the first weekend in May of each year). It also shall coordinate with the Awards Committee and the Nominating Committee concerning input for the weekend festivities.

(b) The Awards Committee shall be responsible for the nomination to the Board of Directors of worthy members or associates eligible to receive special awards (the Board of Directors shall approve such nominations). This committee shall coordinate with the School’s Director of Development and the Executive Committee of the Board of Directors for the awards of Honorary Alumni or Alumnae, and for Alumnus or Alumnae of the Year.

(c) The Bylaws and Rules Committee shall be responsible to maintain and review the Bylaws of the Association. One member of this committee shall act as parliamentarian at each meeting of the Association’s members and the Board of Directors.

(d) The Finance and Audit Committee shall be responsible for all financial affairs of the Association and shall report directly to the Board of Directors. This committee shall make such reports and future plans as the Board may request or designate. The Finance and Audit Committee shall conduct an annual audit of the Association’s books and shall report its findings to the Board of Directors. This committee shall also perform, oversee, and/or direct such special audits as required by the Board of Directors.

(e) The Fundraising Committee shall be responsible for all fund-raising activities of the Association, including ensuring that members of the Board of Directors contribute to the Association. This committee shall work directly with the Board and the School’s Advancement Department to insure that all activities are appropriate and effective.

(f) The Mentoring Committee shall be responsible for the development and execution of an active and effective mentoring program for the cadet corps. This committee shall coordinate all activities with the School’s Superintendent.

(g) The Nominating Committee shall be responsible for seeking, interviewing, evaluating, selecting, and nominating a slate of voting alumni who are not members of the School’s Board of Trustees to be elected to the Board as directors at the annual meeting. This committee is also responsible for seeking, interviewing, evaluating, selecting, and nominating a slate of officers to be presented to the Board following the annual meeting and nominating members of the Advisory Council pursuant to Article VII herein.

(h) The Special Projects Committee:
Shall be responsible for any and all special projects of the Association as may be designated or approved by the Board of Directors.
Shall often assume the duties normally assigned to an Ad-Hoc Committee. As such, this committee shall generally complete all assigned tasks within one year.

(i) The Traditions Committee shall be responsible for reviving and preserving the School’s traditions that have made the School what it is today.

(j) The Website Committee shall manage the Association’s website.

Subject to approval by the Board of Directors, the President each year, upon assuming office, shall appoint chairpersons of each of the Standing Committees. Committee Members shall be selected by the chairs of each individual Standing Committee. Committee members may, but need not be, members of the Board of Directors. No Standing Committee shall make or incur obligations against the Association without the prior approval of the Board.

Section 3. Other Committees. The Board of Directors may establish other committees, in addition to the Executive Committee and the Standing Committees, to accomplish the goals and perform the programs of the Association. Such committees shall have such responsibilities and powers as the Board of Directors shall specify. Members of such committees may, but need not, be members of the Board of Directors. A committee member appointed by the chairperson of the Standing Committee may be removed by a majority vote of the Board of Directors with or without cause. Any vacancy occurring on a Standing Committee may be filled by appointment by the President or the chairperson of the Committee and shall serve at his or her discretion.

ARTICLE VI
Class Agent Program

Section 1. Class Agent Program. The Board of Directors shall establish a Class Agent Program (the “Program”) for the purpose of fostering communication between the School, the Association, and alumni. The Program is intended to benefit the School by creating interest, involvement, fun, understanding, camaraderie, knowledge, commitment, and fellowship between individual class members, other alumni, and the School.

Section 2. Class Agent Coordinator. The President shall annually appoint a member of the Board of Directors to serve as the Class Agent Coordinator to oversee the Program. The Class Agent Coordinator shall coordinate the desires of the Board of Directors and the School’s Development Office with decade coordinators and class agents (as described below), and shall relay to the Board and to the Development Office any feedback that he or she receives from the decade coordinators and class agents. The Class Agent Coordinator shall maintain and publish, through the Development Office, a Class Agent Handbook to describe the duties of the decade coordinators and class agents. In the event there is no School Development Office, the Class Agent Coordinator’s activities will be specified by the Board of Directors.

Section 3. Decade Coordinators and Class Agents. A decade coordinator shall serve as a liaison between the respective class agents and the Class Agent Coordinator and shall perform the duties set forth in the Class Agent Handbook. A class agent shall serve as the liaison between a graduated class and the Class Agent Coordinator and applicable decade coordinator, and shall perform the duties as set forth in the Class Agent Handbook.

ARTICLE VII
Advisory Council

The Board of Directors may establish an Advisory Council to assist the Board of Directors in accomplishing the Association’s purposes. The membership of the Advisory Council, if established, shall comprise:

(i) individuals who have served at least four (4) years as a director of the Association and wish to continue their relationship with the Association in an advisory capacity, and

(ii) other leading citizens and persons of influence who are supportive of the Association’s purposes and satisfy such other criteria as are established by the Board of Directors.

The responsibilities and expectations of the Advisory Council, and the rules and procedures for the conduct of its activities, shall be determined by the Board of Directors. The Advisory Council may provide such advice, service, and assistance to the Association, and carry out such duties and responsibilities for the Association as may be specified by the Board of Directors.

Section 2. Election of Advisory Council Members. Membership on the Advisory Council requires a nomination from the Nominating Committee and approval by two-thirds of the directors then in office. Advisory Council members serve for terms of three (3) years. A member of the Advisory Council may serve any number of consecutive or nonconsecutive terms. A member of the Advisory Council may be removed by the Board of Directors with or without cause.

ARTICLE VIII
Conflicts of Interest

Section 1. General Statement and Procedures. It is the policy of the Association and its Board of Directors that the Association’s members, directors, officers, and employees carry out their respective duties in a fashion that avoids actual, potential, or perceived conflicts of interest. The Association’s members, directors, officers, and employees shall have the continuing, affirmative duty to report any personal ownership, interest, or other relationship that might affect their ability to exercise impartial, ethical, and business-based judgments in fulfilling their responsibilities to the Association. This policy shall be further subject to the following principles:

(a) Members, directors, officers, and employees of the Association shall conduct their duties with respect to potential and actual grantees, contractors, suppliers, agencies, and other persons transacting or seeking to transact business with the Association in a completely impartial manner, without favor or preference based upon any consideration other than the best interests of the Association.

(b) Members, directors, officers, and employees of the Association shall not seek or accept for themselves or anyone else, from any person or business entity that transacts or seeks to transact business with the Association, any gifts, entertainment, or other favors relating to their positions with the Association that exceed common courtesies consistent with ethical and accepted business practices.

(c) If a member or director, or a member’s or director’s relative (the term “relative” includes spouses, ancestors, and descendants, whether by whole or half blood), directly or indirectly owns a significant financial interest in, or is employed by, any business entity that transacts or seeks to transact business with the Association, the member or director shall disclose that interest or position and shall refrain from voting on any issue pertaining to the transaction.

(d) Officers and employees of the Association shall not conduct business on behalf of the Association with a relative or a business entity in which the officer, employee, or his or her relative owns a significant financial interest or by which such officer, employee, or relative is employed, except where such dealings have been disclosed to, and specifically approved and authorized by, the Board of Directors of the Association.

(e) The Board of Directors may require the Association’s members, directors, officers, or employees to complete annually (or as otherwise scheduled by the Board) a disclosure statement regarding any actual or potential conflict of interest described in these Bylaws. The disclosure statement shall be in such form as may be prescribed by the Board and may include information regarding a person’s participation as a member, director, officer, or employee of any other nonprofit organization. The Board of Directors shall be responsible for oversight of all disclosures or failures to disclose and for taking appropriate action in the case of any actual or potential conflict of interest transaction.

Section 2. Validity of Actions. The failure of the Association, its Board of Directors, or any or all of its members, directors, officers, or employees to comply with the conflict of interest provisions of these Bylaws shall not invalidate, cancel, void, or make voidable any contract, relationship, action, transaction, debt, commitment, or obligation of the Association that otherwise is valid and enforceable under applicable law.

ARTICLE IX
Indemnification

Section 1. Indemnification by the Association. To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was a director, officer, employee, or agent of the Association shall be indemnified by the Association against all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding (a) if such person is wholly successful with respect thereto, or (b) if not wholly successful, then if such person is determined as provided in Section 3 of this Article to have acted in good faith, in what he or she reasonably believed to be the best interests of the Association (or, in any case not involving the person’s official capacity with the Association, in what he or she reasonably believed to be not opposed to the best interests of the Association), and, in addition, with respect to any criminal action or proceeding, is determined to have had reasonable cause to believe that his or her conduct was lawful (or no reasonable cause to believe that the conduct was unlawful). The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, order, settlement (whether with or without court approval), or conviction, or upon a plea of guilty or of nolo contendere or its equivalent, shall not create a presumption that a person did not meet the standards of conduct set forth in this Article.

Section 2. Definitions.

(a) As used in this Article, the terms “claim, action, suit, or proceeding” shall include any threatened, pending, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of the Association, any other corporation, or otherwise), civil, criminal, administrative, or investigative, whether formal or informal, in which a person (or his or her heirs or personal representatives) may become involved, as a party or otherwise:

(i) By reason of his or her being or having been a director, officer, employee, or agent of the Association, or of any corporation, where he or she served as such at the request of the Association;

(ii) By reason of his or her acting or having acted in any capacity in a corporation, partnership, joint venture, association, trust, or other organization or entity where he or she served as such at the request of the Association; or

(iii) By reason of any action taken or not taken by him or her in any such capacity, whether or not he or she continues in such capacity at the time such liability or expense shall have been incurred.

(b) As used in this Article, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by or on behalf of, a person.

(c) As used in this Article, the term “wholly successful” shall mean:

(i) Termination of any action, suit, or proceeding against the person in question without any finding of liability or guilt against him or her;

(ii) Approval by a court, with knowledge of the indemnity herein provided, of a settlement of any action, suit, or proceeding; or

(iii) The expiration of a reasonable period of time after the making of any claim or threat of any action, suit, or proceeding without the institution of the same, without any payment or promise made to induce a settlement.

Section 3. Entitlement to Indemnification. Every person claiming indemnification hereunder (other than one who has been wholly successful with respect to any claim, action, suit, or proceeding) shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Association or other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel, person, or persons being hereinafter called the “referee”), shall deliver to the Association a written finding that such person has met the standards of conduct set forth in Section 1 of this Article and (b) if the Board of Directors, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions that the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he or she relies for indemnification. The Association shall, at the request of the referee, make available facts, opinions, or other evidence in any way relevant to the referee’s findings that is within the possession or control of the Association.

Section 4. Relationship to Other Rights. The right of indemnification provided in this Article shall be in addition to any rights to which any person may otherwise be entitled.

Section 5. Extent of Indemnification. Irrespective of the provisions of this Article, the Board of Directors may, at any time and from time to time, approve indemnification of directors, officers, employees, agents, or other persons to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law, whether on account of past or future transactions.

Section 6. Advancement of Expenses. Expenses incurred with respect to any claim, action, suit, or proceeding may be advanced by the Association (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he or she is entitled to indemnification.

Section 7. Purchase of Insurance. The Board of Directors shall purchase insurance covering the Association’s liabilities and obligations under this Article and insurance protecting the Association’s directors, officers, employees, agents, or other persons. The President, Treasurer, or other member of the Executive Committee shall make proof of insurance available upon reasonable request.

ARTICLE X
Contracts, Checks, Loans, Deposits, Gifts, Seal, Fiscal Year, and Rules Governing Meetings

Section 1. Contracts. The Board of Directors may authorize one or more officers, agents, or employees of the Association to enter into any contract or execute any instrument on its behalf. Such authorization may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power to bind the Association or to render it liable for any purpose or amount.

Section 2. Checks. All checks, drafts, or other orders for payment of money by the Association shall be signed by such person or persons as the Board of Directors may from time to time designate by resolution. Such designation may be general or confined to specific instances.

Section 3. Loans. Unless authorized by the Board of Directors, no loan shall be made or contracted for on behalf of the Association and no evidence of indebtedness shall be issued in its name. Such authorization may be general or confined to specific instances.

Section 4. Deposits. All funds of the Association shall be deposited to its credit in such bank, banks, or other depositaries as the Board of Directors may designate. Such designation may be general or confined to specific instances.

Section 5. Gifts. The Board of Directors may accept on behalf of the Association any gift, bequest, devise, or other contribution for the purposes of the Association on such terms and conditions as the Board of Directors shall determine.

Section 6. Seal. The seal of the Association shall be circular in diameter, with the name of the Association engraved around the margin.

Section 7. Fiscal Year. The fiscal year of the Association shall begin at the beginning of the first day of January and end at the close of the last day of December of each year.

Section 8. Rules Governing Meetings. All meetings of the Association shall be governed in accordance with the current edition of Robert’s Rules of Order, Newly Revised.

ARTICLE XI
Amendments

The power to make, alter, amend, or repeal the Bylaws is vested in the Board of Directors, subject to approval by the Association’s Voting Members.

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The Indiana Nonprofit Corporation Act of 1991, which the Association is subject to and provides the basis for many of the provisions found herein, may be found at: http://www.in.gov/legislative/ic/2010/title23/ar17/