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ARC38 Bylaws

 

Bylaws of ARC-38

Passed by Unanimous Board Resolution July 9, 2017 

 

Article I. Definitions

1.1.

The term “person” will be used in place of “he” or “she” or “him” or “her”; the term “person” will be used in place of “hers” or “his.”

1.2.

The terms “community” and “group” will be used interchangeably to mean the whole membership of ARC-38.

1.3.

The term “member” or “members” will be used to indicate all categories of membership. These include “supporting, provisional, associate, full and child” membership levels.

1.4.

The term “preside over” shall be used to indicate the practice of mutual aid and the fostering of a communal atmosphere in which all individuals present are heard.

1.5

The term ‘circles’ shall be used to indicate working groups or committees who address the needs and carry on the mission of the non-profit.

 

Article II. Purposes and Powers

2.1. Purpose

ARC-38, Inc. is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future tax code.

ARC-38’s purpose is to address, educate, coordinate and provide mutual aid for young, old, underfinanced or people otherwise struggling in the world as it is designed today, to learn and discover how else it may be done.

Our programs include on-site educational opportunities involving the natural and cultural wealth of our land and region through workshops, hiking, farming and bicycling. Our site is located at the head of the Harlem Valley Rail Trail, so providing access and connection to regional events will also be part of the need we aim to serve locally.

To maximize our impact on current efforts, we may seek to collaborate with other qualifying non-profit organizations which fall under the 501(c)(3) section of the internal revenue code and operate exclusively for educational and charitable purposes.

At times, by the guidance of our board of directors, we may provide internships or volunteer opportunities which shall provide opportunities for involvement in said activities and programs in order to have a greater impact for change.

 

2.2  Powers

The corporation shall  have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the organization is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, which financial or in-kind contributions.

 

2.3 Nonprofit Status and Exempt Activities Limitation

  1. a) Nonprofit Legal Status.  ARC-38, Inc. is a New York non-profit public benefit corporation, recognized as tax exempt under Section 501 (c)(3) of the United States Internal Revenue Code.
  2. b) Exempt Activities Limitation. Not withstanding any other provision of these Bylaws, no director, officer, employee member or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and the Bylaws.
  3. c) Distribution Upon Dissolution. Upon termination of ARC-38, Inc., any assets available shall be distributed to one or more qualifying organizations as described under Section 501(c)(3) of the 1986 Internal Revenue Code which have a charitable purpose which, at least generally, includes a purpose and mission similar to ARC-38.

The organization(s) to receive hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against ARC-38, Inc., by one or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if applicable to the informed guidance of the Attorney General of the State of New York.

 

       Article III. Community Membership

3.1. Determination and Rights of Members

The community shall have five (5) categories of membership.  No member shall hold more than one membership in the community.  Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this community, all memberships shall have the same rights, privileges, restrictions and conditions.

3.2. Qualifications of Members

A person must sign and adhere to the provisions of the ARC-38 Membership Agreement and uphold our codes of conduct in the spirit of mutual aid. Supporting members may contribute without being present on site.

3.3. Admission of Members

Applicants shall be admitted to membership by a clearly defined process determined by the current membership of ARC-38 and approved by the Board of Directors.  This process shall include reading and signing the Membership Agreement and be elaborated in ARC-38 documentation including procedures and protocols.

3.4. Fees, Dues and Assessments

(a)   The following membership fee shall be charged for making application for membership in the community: $38.  This fee can be waived at discretion of members or officers of the Board.  

(b)  Annual dues payable to the community by members shall be set in such amounts as may be determined by resolution of the board.

3.5. Number of Members

There is no limit on the number of members the community may admit.

3.6. Membership Book

The community shall keep a membership book containing release waivers (with name, address emergency contact and other pertinent information including suspension, strikes or termination status) of each member.  Such book shall be kept at the community’s principal office and shall be recorded in the book, together with relevant dates.  Such book shall be kept at the community’s principal office and shall be available for inspection through arrangement with the Secretary or other individual approved by the Board of Directors.

3.7. Nonliability of Members

A member of this community is not, as such, personally liable for the debts, liabilities, or obligations of the community.

3.8. Nontransferability of Members

No member may transfer a membership or any right arising therefrom.  All rights of membership cease upon the member’s death.

3.9. Termination of Membership

  1. A) Provisional and associate members can be expelled at anytime in which there is a consensus among the full membership that the individual should not be allowed to stay. This is a severe measure not taken lightly. ARC-38 may choose to follow the process for expulsion of full members (see B, below) in the case of terminating membership for provisional and associate members, but reserve the right to expedite this process in cases where it is deemed appropriate by the officers and membership at the time by a consensus vote at a regular community gathering. We reserve the right to revise and edit this process which is further elaborated in procedures, protocols and community documents concerning membership and community safety policy.
  2. B) Full member (see category 3.13 for explanation of membership categories) cannot be expelled from the community unless the following conditions are met:
  3. a) Serious violation of ARC-38 codes of conduct, membership agreement or “three strikes” from the residential working group through an open process of radical honesty in light of reaching harmony through reconciliation.
  4. b) There is a meeting at which the individual is notified of concerning behavior(s) and consequences.
  5. c) The individual has been given a reasonable length of time or process of compliance after the aforementioned meeting in which to change the objectionable behavior(s).
  6. d) After the aforementioned reasonable length of time has passed, the remaining full members pass vote to reach consensus that the individual should be expelled.
  7. e)  The individual is notified of the behavior(s) upon which the expulsion is based and the community’s decision. They are provided any reasonable support or leeway in removing themselves, or appealing the decision.

3.10. Rights on Termination of Membership

All rights of a member in the community shall cease upon termination of membership as herein provided.

3.11. Amendments Resulting in the Termination of Membership

Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of this community would result in the termination of all memberships or any class of membership, then such amendment or amendments shall be affected only in accordance with the law.

3.12. Circles of Members

The members may, from time to time, designate any three (3) or more of its members to constitute a circle (committee or working group) and delegate to such circles any of the powers and authority of the members in the management of the business and affairs of the circle, except those specifically reserved by the full membership, conducting officers or the Board of Directors in these Bylaws or in the Articles of Incorporation.

3.13. Categories of Membership

  1. a) Supporting membership

Any individuals who wish to support and participate in the life of the community. A supporting member may participate with the community through online, mutual aid at their venue and other community exchange systems.

  1. b) Provisional membership

When an adult first joins ARC-38, that person becomes a provisional member.  A provisional member has rights and responsibilities equal to those of a full member, except as noted in these bylaws.

  1. c) Associate membership

An adult who wishes to become more committed through support and participation in the life of the community, will be considered an associate member. An associate member lives at ARC-38 at least 60 days of a given calendar year.  Associate members have similar rights and responsibilities as provisional members, except as noted in these bylaws.

  1. d) Full membership

A full member is any provisional member who is granted that status by the consensual agreement of the community’s full membership.  Associate members will generally be expected to have been with the community for at least one year before becoming full members.

  1. e) Child members

A person who is born into the community or who joins prior to being considered an adult is a child member.  The decision on when a child member becomes an adult is at the discretion of the child and the full members of the community.  To the extent possible, child members are encouraged to take an active part in community affairs and adult, members are expected to treat seriously the opinions of child members.  However, children are not guaranteed equal say in community decisions.

       Article IV. Directors

4.1. Number

The community shall have not less than three (3) nor more than eleven (13) directors, with the exact number to be fixed within these limits by approval of the Board of Directors or the members and collectively they shall be known as the Board of Directors. Directors are nominated and elected by qualifying members in attendance at such designated board meetings, which includes. These limits may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

4.2. Powers

Subject to the provisions of New York law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this community, the activities and affairs of the community shall be conducted and all community powers shall be exercised by or under the direction of the Board of Directors.

4.3. Duties

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this community, or by these Bylaws;

(b) Hold the vision of Arc-38, and attempt to guide the path of the community in accordance with this vision;

(c) Supervise all officers, agents and employees of the community to assure that their duties are performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary of the community and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.

4.4. Terms of Office

Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.

4.5. Compensation

Directors shall serve without compensation.  They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.  Directors may not be compensated for rendering services to the community in any capacity other than director unless such other compensation is reasonable and is allowed under the provisions herein.

4.6.  Place of Meetings

Meetings shall be held at the principal office of the community unless otherwise provided by the board or at such place within or without the State of New York which has been designated from time to time by resolution of the Board of Directors.  In the absence of such designation, any meeting not held at the principal office of the community shall be valid only if held on  the written consent of all directors given either before or after the meeting and filed with the Secretary of the community or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.  Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another.

4.7. Regular and Annual Meetings

A meeting of the Board of Directors shall be held at least once a year.  Annual meetings shall be called by any director and noticed in accordance with provisions herein.

4.8. Special Meetings

Special meetings of the Board of Directors may be called by any director and noticed in accordance with provisions herein.

4.9. Notice of Meetings

Notice of the annual meeting and any special meeting of the Board of Directors shall be given to each director at least four days before any such meeting if given by first-class-mail or forty-eight hours before any such meeting if given personally or by telephone (including by two messages left through any message recording equipment), and shall state the date, place, and time of the meeting.

4.10. Waiver of Notice and Consent to Holding Meetings

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof.  All such waivers, consents, or approvals shall be filed with the community records or made a part of the minutes of the meeting.

4.11. Quorum for Meetings

A quorum shall consist of at least two-fifths of the Board of Directors or three (3) Directors, whichever is greater.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this community, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.  However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned  for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided herein.

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this community.

 

Article V. OFFICERS

5.1. Number of Officers

The officers of the community shall be a President, Secretary and a Chief Financial Officer who shall be designated the Treasurer.  The community may also have, as determined by the Board of Directors, as many officers as the Board deems appropriate.

5.2. Qualification, Election, and Term of Office

Any person may serve as officer of this community. Officers are nominated and elected by members in attendance at such designated annual meetings of the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

5.3. Subordinate Officers

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

5.4. Removal and Resignation

Any officer may be removed, either with or without cause, by the Board of Directors, at any time.  Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary of the community.  Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the community.

5.5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors.  Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

5.6. Duties of President

The role of the President shall be strictly administrative in nature. The President shall not act upon the interests of the community without the initial approval of the Board.  Upon direction from the Board, the President shall have the sole responsibility to execute deeds, mortgages, bonds, contracts, checks, or other instruments.  Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors.  If applicable, the President shall preside at all meetings of the members.   

5.7. Duties of Secretary

Secretary shall:

Certify and keep at the principal office of the community the original, or a copy of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the community or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the community and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the community under its seal is authorized by law or these Bylaws.

Keep at the principal office of the community a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any director of the community, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the community.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this community, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

5.8. Duties of Treasurer

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the community, and deposit all such funds and securities in the name of the community in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the community from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the community as may be directed by the Board of Directors or the membership, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the community’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any director or member of the community, or to his or her agent or attorney, on request therefor.

Render to any officer or directors of the corporation, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the community.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the community, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors or the membership.    

 

       Article VI. Government & Decision Making Processes

All major decision-making will be done by consensus of the membership.  Community will strive to reach 100% consensus. Provisional, associate, and child members may not single handedly prevent a consensus decision where the full membership has reached consensus.  The group may delegate decision-making on minor matters at its discretion.

 

Article VII. Circles

7.1. Council Circles

The Board of Directors may, by a consensus of community members, recognize, delegate or designate two (2) or more of its members (who may also be serving as officers of the community) to constitute a Council Circle and delegate to such Circle any of the powers and authority of the board in the management of the business and affairs of the community, except with respect to other aspects of these Bylaws including but not limited to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.

(b) The filling of vacancies on the board or on any committee which has the authority of the board.

(c) The amendment or repeal of the Bylaws or the adoption of new Bylaws.

(d) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.

(e) The appointment of committees of the board or members thereof.

(f)   The expenditure of community funds to support a nominee for director after there are more people nominated for director than can be elected.

(g) The approval of any transaction to which this community is a party and in which one or more of the directors has a material financial interest.

7.2. Informal Circles

The community may benefit from informal circles, working groups or independent efforts which may from time to time be designated by resolution of the Board of Directors.  Such other circles may consist of persons who are not exclusively members of the nonprofit community, but who act in solidarity with the mission of ARC-38, Inc. These additional circles shall act in an advisory capacity only to the board and shall be received in an advisory capacity as supporting circles and not as a direct extension of the Board or the nonprofit itself.

 

Article VIII. Meetings and Action of Committees & Circles

Meetings and action of committees and circles shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees and circles may be fixed by resolution of the Board of Directors or by the Committee.  The time for special meetings of committees and circles may also be fixed by the Board of Directors.  The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees and circles to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

 

Article IX. Execution of Instruments, Deposits and Funds

9.1. Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the community to enter into any contract or execute and deliver any instrument in the name of and on behalf of the community, and such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the community by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

9.2. Deposits

All funds of the community shall be deposited from time to time to the credit of the community in such depositories as the Board of Directors may select.

9.3. Gifts

The Board of Directors may accept on behalf of the community any contribution, gift, bequest, or devise for the charitable or public purposes of this community.

Article X. Community Records, Reports and Seal

10.1. Maintenance of Corporate Records

The community shall keep at its principal office in the State of New York:

(a)   Minutes of all meetings of directors, committees of the board and members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof:

(b)  Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c)   A record of its members indicating their names and addresses and the class of membership held by each member and the termination date of any membership;

(d)  A copy of the community’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the community at all reasonable times during office hours.

10.2. Corporate Seal

The Board of Directors may adopt, use, and at will alter, a community seal.  Such seal shall be kept in the principal office of the community.  Failure to affix the seal to community instruments, however, shall not affect the validity of any such instrument.

10.3. Directors’ Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the community.

10.4. Members’ Inspection Rights

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

(a)   To inspect and copy the record of all members’ names, and voting rights, at reasonable times, upon five (5) business days’ prior written demand on the community, which demand shall state the purpose for which the inspection rights are required.

(b)  To obtain from the Secretary of the community, upon written demand and payment of a reasonable charge, an alphabetized list of the names, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand.  The demand shall state the purpose for which the list is requested.  The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c)   To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or circles of the board, upon written demand on the community by the member, for a purpose reasonably related to such person’s interests as a member.

10.5. Annual Report

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the community’s fiscal year to all directors of the community and to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a)   The assets and liabilities, including the trust funds, of the community as of the end of the fiscal year;

(b)  The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c)   The revenue or receipts of the community, both unrestricted and restricted to particular purposes, for the fiscal year;

(d)  The expenses or disbursements of the community, for both general and restricted purposes, during the fiscal year;

(e)   Any information required by any other Section herein.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the community that such statements were prepared without audit from the books and records of the community.

If the community receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this community shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a community officer, as specified by the above provisions of this Section relating to the annual report.

10.6. Annual Statement of Specific Transactions to Members

This community shall email or otherwise deliver to all directors and make available to any and all members statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

(a)   Any transaction in which the community was a party, and in which either of the following had a direct or indirect material financial interest:

(1)  Any director or officer of the community; or

(2)  Any group or set of interests with more than ten percent (10%) of the voting power of the community;

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than fifty thousand dollars ($50,000).

Similarly, the statement need only be provided with respect to indemnification or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the community, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such is a partner, only the interest of the partnership need be stated.

Annual reports sent to member shall include the information required by this Section.

 

Article XI. Fiscal Year

11.1. Fiscal Year of the Community

The fiscal year of the community shall begin on the 1st day of January and end on the last day of December in each year.    

 

Article XII. Amendment of Bylaws

12.1. Amendment

Subject to any provision of law applicable to the amendment of Bylaws of 501C3 corporations, these Bylaws, or any of them, may be altered amended, or repealed and new Bylaws adopted as follows:

(a)   Subject to the power of members to change or repeal these Bylaws under law, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members as to voting or transfer, provided, however, that a Bylaw specifying or changing the fixed number of directors of the community, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or

(b)  By approval of the members of this community.

Article XIII. Amendment of Articles

13.1. Amendment of Articles Before Admission of Members

Before any members have been admitted to the community, any Amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.

13.2. Amendment of Articles After Admission of Members

After members have been admitted to the community, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by approval of the members of this community.

13.3. Certain Amendments

Notwithstanding the above sections of this Article, this community shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this community, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement.

Article XIV. Prohibition Against Taking Community Profits and Assets

No member, director, officer, employee, or other person connected with this community, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the community, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the community in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the community assets on dissolution of the community.  All members of the community shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the community, whether voluntarily or involuntarily, the assets of the community, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this community and not otherwise.