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Museum Education Roundtable was incorporated in Washington, D. C., January 13, 1971

The Charter of the Corporation takes the place of a Constitution.

Bylaws

Museum Education Roundtable

Bylaws adopted by the Board of Directors on August 19, 2000, and approved by membership in November 2000. Revision approved by membership in February 2009.

Unless specifically addressed in the Bylaws,
Parliamentary procedure shall follow Robert’s Rules of Order.

ARTICLE 1
Name, Offices, and Purpose

Section 1.1 Name. The name of this organization is Museum Education Roundtable, Inc. (MER).

Section 1.2 Corporate Offices. The principal office of the organization shall be located within Washington, DC, incorporated under the laws of the District of Columbia and governed by an elected Board of Directors (hereinafter Board) who may establish other offices as the affairs of the organization may require. The Board shall elect a President and Treasurer to serve as Officers of the organization as required by the District of Columbia (Also see Article IV).

Section 1.3 Purpose. MER is a nonprofit membership organization dedicated to promoting the role of museums and other cultural institutions as primary resources for lifelong learning. MER fulfills its mission by providing leadership in professional development for a broad and diverse audience of museum practitioners and educators ultimately to benefit communities of learners (adopted by the Board September 24, 1998).

Section 1.4 Fiscal Operation. The fiscal year of the organization shall be October 1 through September 30 inclusive.

ARTICLE II
Members and Subscribers

Section 2.1 Members. The membership shall be open to all individuals and institutions regardless of affiliation or profession upon the payment of annual dues as determined by the Board of Directors.

Section 2.2 Entitlements. Members are entitled to nominate and vote for a governing Board, to serve on the organization’s Committees and Task Forces, or to serve as Designated Drivers, to receive subscriptions and discounts on its publications, to attend programs free of charge or by reduced admissions, and to all other benefits established for the organization’s members.

Section 2.3 Annual Meeting. A members’ meeting shall be conducted annually by the Board as required by the District of Columbia Code, Section 29-1015.
Section 2.4 Termination or Suspension of Membership. Members may resign membership by notifying the Board or its designee. In such cases, there is no refund of dues. Membership may be suspended upon failure to pay dues.
Section 2.5 Subscribers. Subscribers shall be those individuals or institutions that subscribe to publications of the organization as their exclusive entitlement for a fee fixed by the Board or its designees.

ARTICLE III
Board of Directors

Section 3.1 General Powers. The business and affairs of the organization shall be conducted under the direction of an elected Board of Directors (Board). The control and disposal of the organization’s properties and assets shall be vested in the Board, except as otherwise provided in the District of Columbia’s Nonprofit Organization Act, the organization’s Articles of Incorporation, or these Bylaws. The Board shall elect a President and Treasurer to serve as Officers of the organization as required by the District of Columbia (Also see Article IV). . The Board shall fix categories of membership, dues, and fees.

Section 3.2 Number, Election and Term of Office. The organization shall have at least nine (9) Directors, and no more than seventeen (17) Directors. Directors shall be elected by a simple majority of members voting in any election for a term of three (3) years commencing on October 1. Terms shall be staggered, so that approximately one-third of the Board shall be elected each year. Directors shall be eligible to serve two (2) consecutive terms. At the conclusion of an elected term, Directors shall serve as ex-officio members of the Board for three months. Directors may be nominated again after an absence of one (1) year.

Section 3.3 Authority. Directors shall be vested with the power of the organization itself, including the power to determine its policies, to prosecute its purposes, to appoint or hire and compensate employees and agents, to establish the budget, to disburse funds and assets in pursuit of its goals, and to adopt such rules and regulations for the conduct of its business, responsibility, and authority as shall be advisable, insofar as such regulations are not inconsistent with or repugnant to any applicable law, or the Articles of Incorporation, or Bylaws in their present form or as amended.

Section 3.4 Nomination of Directors. The Nominations Task Force, under the Governance Committee, shall solicit nominations from the membership. Such nominations must be received according to deadlines established by the Board. The Nominations Task Force shall, after considering the recommendations of the membership and the Board, or of any other persons, present a slate of nominees to the membership. Ballots shall be distributed to all eligible members and received by a date set by the Board, to be counted by an agent designated by the Board.

Section 3.5 Responsibilities. Directors shall take a leadership role in furthering MER’s mission, visibility, and service to the field. Directors may serve as Officers of the organization or they shall serve as members of Standing Committees and/or Task Forces. Directors shall actively recruit new members. Directors must maintain an individual membership in the organization. Directors are expected to participate in regularly scheduled meetings of the Board. Directors are expected to attend in person the last regularly scheduled (annual planning) Board meeting of the fiscal year.

Section 3.6 Vacancies, Resignation or Removal. Any Director may resign at any time by giving written notice to the President of the organization. Such resignation shall take effect at the time specified therein or, if not specified, upon receipt and acceptance of such resignation.

A Director may be removed from the Board by a two-thirds majority vote of the Board for a violation of the Bylaws, for engaging in conduct prejudicial to the interests of the organization, for failing to meet the responsibilities of an elected office or obligation, for failing to maintain individual membership in the organization, or for three consecutive absences from meetings of the Board. Such removal may occur only if the Director involved is provided written notice and permitted time and the means to reply.

The Nominations Task Force shall propose a replacement to the President for consideration. The President shall propose to the Board a nominee to fill the vacancy. Any vacancy occurring on the Board for any reason may be filled by the affirmative vote of a simple majority at a meeting of the remaining Directors. A Director appointed to fill a vacancy shall serve for the remaining term of his or her predecessor or until a successor is elected by the membership.

Section 3.7 Meetings of the Board of Directors. The Board shall meet at least three times each year at a time and place determined by the Board for the purpose of the transaction of MER business. At least one meeting shall be held in conjunction with the Annual Meeting of the American Association of Museums, and at least one meeting shall be held in Washington, DC. The Annual Budget shall be approved at the last regularly scheduled (annual planning) Board meeting of the fiscal year.

Section 3.8 Manner of Acting. The decision of a simple majority of the Directors at a meeting of the Board shall be the act of the Board. Each Director shall be entitled to one (1) vote. Voting by proxy shall not be permitted. A simple majority of the Directors sitting in office must be present to constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid if subsequently confirmed by a simple majority vote of the Directors at their next meeting, in conformance with quorum requirements. Any vote or decision required or permitted by the Board’s Directors, Officers, or Standing Committees may be taken without a meeting if the action to be taken is presented to the President for endorsement by a simple majority of the Directors or Committee members entitled to act in such regard. Such consent, which may be endorsed in counterparts, shall have the same force and effect as a majority vote of the Directors or Committee members.

Section 3.9 Special Meetings of the Board and Notice. The Board shall meet when called by the Executive Committee upon reasonable notice, which need not be written; when requested by four or more Directors; or when demanded for any purpose by a simple majority of the voting membership. The President shall designate the place and time for holding any special meeting. Notice stating purpose, place, day and hour of the meeting shall be given to each Director at his or her last known business or home address at least ten (10) days prior thereto by personal delivery, mail, e-mail, telephone, fax, or by other electronic means. The method of notice need not be the same to each Director. If mailed, such notice shall be deemed given when deposited in the United States mail, with postage thereon prepaid. If sent by facsimile machine, or other electronic means, such notice shall be deemed given when the facsimile or electronic message prints or acknowledges that the transmission was successfully executed

ARTICLE IV
Officers and Agents

Section 4.1 Election, Number, and Term of Office. The Board shall elect a President and Treasurer to serve as Officers of the organization as required by the District of Columbia. The Board shall also elect a Secretary. These three (3) officers shall be elected by the Directors at the last regularly scheduled (annual planning) Board meeting from the current, or incoming, Directors of the organization. The President shall appoint a Vice President and a DC Liaison, with the approval of the Board, as an additional officers. The Board shall elect any other Officers the Board deems appropriate or desirable by themselves or the laws of the District of Columbia. The Officers shall serve at the pleasure of the Board, and shall be elected, removed, or replaced by a simple majority of votes cast at any meeting of the Board. The Officers terms of office will coincide with the organization’s fiscal year.

Section 4.2 General Powers and Authority. The Officers of the organization shall have the authority and shall exercise the powers and perform the duties specified by the Board or these Bylaws, or as required by applicable laws or subsidiary obligations.

Section 4.2.1 President of the Board. At the last regularly scheduled (annual planning) Board meeting of the fiscal year, the Directors shall elect, from among those who are, or are about to be, Directors of the organization, a President of the Board for the coming term. The President shall have all powers and perform all duties commonly incident to and vested in the office of the president of the organization, including the following duties and responsibilities:

• Serve as Chair of the Executive Committee.
• Appoint a Vice President, with the approval of the Board.
• Appoint Standing Committee Chairs, Task Forces, Designated Drivers, or other designees necessary to fulfill the purposes of the organization and for the transaction of business.
• Preside at all regular and special meetings of the Board.
• Oversee the work of Standing Committees, Task Forces, and Designated Drivers.
• Supervise all organization staff – - employees and volunteers.
• Report to the membership on the activities of the organization during the preceding year, and generally perform all other duties incident to the office, required by the Bylaws or as assigned by the Board.
• Serve as an ex-officio member of all Standing Committees.

Section 4.2.2 Vice President. The President shall appoint a Vice President, with the approval of the Board, from among current or incoming Directors. The Vice President shall have all powers and perform all duties commonly incident to and vested in the office of the vice president of the organization, including the following duties and responsibilities:

• Assist the President as may be required to successfully meet the responsibilities of executive leadership.
• Serve as Chair of the Governance Committee and as such oversee the Nominations Task Force.
• Exercise the powers and perform the duties incumbent upon the President during his or her absence or disability.

Section 4.2.3 Treasurer. The Treasurer shall have all powers and perform all duties commonly incident to and vested in the office of the treasurer of the organization, including the following duties and responsibilities:

• Serve as ex officio member of the Finance Committee.
• Prepare semi-annual “Financial State of the Organization” reports, to be presented at the first meeting of the fiscal year and midway through the fiscal year. Such “Financial State of the Organization”, and other appropriate financial documents, shall be submitted to the Office Manager, in a timely fashion, for archival purposes.
• Draft the Annual Budget for the Executive Committee’s review and produce the final Annual Budget for submission to the Board for approval at the last regularly scheduled (annual planning) Board meeting of the fiscal year.
• Develop, review, and oversee the fiscal policies and procedures of the organization.
• Ensure that income, interest, and accruals are deposited in such financial institutions as are approved by the Board, and that authorized disbursements are made therefrom.
• Render financial reports of the organization, showing all receipts and expenditures for the current year, at each meeting of the Board, or whenever requested by the President, accountants, or funders.
• Ensure that the organization complies with local and federal incorporation and tax obligations and filings.
• Post deposits, pay bills, and maintain financial records, balance sheets, budgets, and related reports.
• Supervise organization employee(s) in carrying out financial responsibilities.

Section 4.2.4 Secretary. The Secretary shall have all powers and perform all duties commonly incident to and vested in the office of the secretary of the organization, including the following duties and responsibilities:

• Attend all meetings of the Board and Executive Committee, and be responsible for taking minutes, keeping records, and distributing proceedings of all such meetings.
• Submit minutes of the proceedings of the Board, and other appropriate documents, to the Office Manager, in a timely fashion, for archival purposes.
• Ensure that all notices are given in accordance with the Bylaws.
• Appoint a substitute for the purpose of taking minutes for any meeting he or she cannot attend, or for other purposes, as needed.

Section 4.2.5 DC Liaison. The President shall appoint a DC Liaison with the approval of the Board, from among current or incoming Directors. The DC Liaison position acknowledges our organization’s roots in Washington, DC, and shall have and perform the following duties and responsibilities:

• Serve on the Executive Committee, participating in bi-monthly calls and all other committee meetings.
• Meet with the Office Manager twice a year to discuss any concerns and otherwise remain in contact via phone and email.
• Serve as liaison between the Executive Committee and the DC Program Committee Chair to plan the fall public program.
• Assist with meeting logistics for the DC August meeting.

Section 4.3 Ex-Officio (non-Voting) Members and Terms of Office. The outgoing President of the Board will become an ex-officio member of the Board for a period of one (1) year upon the expiration of his/her term of office. Exiting Board members serve in ex-officio positions for three months following their terms and attend the first Board meeting of the new fiscal year. The Editor-in-Chief of the Journal of Museum Education shall serve as an ex-officio member of the Board. The Editor-in-Chief of the organization newsletter, Network, shall serve as an ex-officio member of the Board. Both Editors-in-Chief are expected to attend the last regularly scheduled (annual planning) Board meeting of the fiscal year.

The President, with Board approval, may appoint up to three (3) ex officio members of the Board. Such members of the Board will serve a term of one year, renewable at the pleasure of the President, with the approval of a simple voting majority of the Board.

Section 4.4 Removal. An Officer may be removed from office by a two-thirds majority vote of the Board whenever, in its judgment, the best interest of the organization shall be served thereby. The Board shall take such action without prejudice as to the contract rights and on the basis of reasonable and consistent criteria. Election or appointment of an Officer or agent shall not in itself create contract rights. (See 3.6 re removal from the Board.)

ARTICLE V
Committees of the Board

Section 5.1 Standing Committees. The Standing Committees – - Executive, Finance, Governance, Planning, Program, and Publications/Communications, and Membership – - execute the business of the organization. The Board at the beginning of each fiscal year sets the goals and objectives of the Standing Committees. Accordingly, each Standing Committee may exercise the authority granted to it by the Board’s enabling resolution. A Standing Committee shall report and communicate as determined by the Board. A Standing Committee shall fix and establish its own rules of procedure and shall meet as provided by such rules. Each Committee Chair shall select a Vice Chair.

Committee Chairs shall submit minutes of the proceedings of their Committee(s), and other appropriate documents, to the Office Manager, in a timely fashion, for archival purposes.

Section 5.1.1 Executive Committee. The Executive Committee, comprising the Officers elected by the Board, and the Vice President appointed by the President with the approval of the Board, shall assist the Board in overseeing the management of the organization and the progress of Standing Committees, Task Forces and Designated Drivers. The Committee shall:

• Take action in emergency situations.
• Draft and forward policy recommendations regarding the Board’s responsibilities.
• Develop meeting agendas consistent with the Board’s annual goals, objectives, and work plans.
• Spend up to a total of 5% of the approved Annual Budget on an “as needed” basis without prior specific approval of the full Board.
• Submit to the Office Manager, in a timely fashion, minutes of the proceedings of the Committee, and other appropriate documents, for archival purposes.

Section 5.1.2 Finance Committee. The Finance Committee shall assist the Board in maintaining and improving the financial integrity of the organization. It shall draft and forward policy recommendations regarding the Board’s responsibility to ensure the organization’s financial health and recommend corrective actions when necessary to maintain compliance with the budget, funding of its services, and solvency for its stated purposes. The Treasurer shall serve as an ex officio member of the Finance Committee. The Committee shall:

• Recommend to the Treasurer for submission to the Board at the last regularly scheduled (annual planning) Board meeting of the fiscal year, an Annual Budget, to achieve Board-formulated financial objectives, key goals, and vision.
• Allocate and monitor the spending of Standing Committees, Task Forces, and Designated Drivers, against approved budgets.
• Report as requested to the Board on the organization’s financial status.
• Develop and monitor financial performance indicators and associated standards for regular review, presenting analyses when such indicators meet or exceed established thresholds or otherwise warrant attention and action by the Board.
• Direct and review the organization’s long-range financial plan.
• Facilitate an annual or periodic financial review by an independent party on a schedule determined by the Board.
• Analyze, recommend and, if approved, oversee capital expenditures of the organization and its subsidiaries.
• Pursue external sources of funding, and direct grant writing and development functions of the Board.
• Submit to the Office Manager, in a timely fashion, minutes of the proceedings of the Committee, and other appropriate documents, for archival purposes.

Section 5.1.3 Governance Committee. The Governance Committee shall assist the Board in fulfilling its ultimate responsibility of managing and safeguarding the assets and services entrusted to the Board by the membership. The Governance Committee recommends and monitors the performance and effectiveness of individuals, and the Board as a whole. The Vice President shall serve as Chair of the Governance Committee. The Chair of the Governance Committee shall designate a Nominations Task Force Chair. The Nominations Task Force shall be responsible for proposing a slate of individuals for election as Directors. In the event of vacancies between elections, the Nominations Task Force shall propose replacement Directors to the President. In addition, the Governance Committee shall:

• Make recommendations to the Board regarding the Board’s structure and annual work plans.
• Recommend, to the President, Task Forces and Designated Drivers and goals to be achieved by each.
• Plan Board education, including new Director orientation and retreats.
• Develop actual and ideal Board composition profiles.
• Monitor diversity in Board recruitment and representation in publications and programs.
• Oversee the nomination and election of the organization’s governing Board and Officers through oversight of the Nominations Task Force.
• Evaluate member performance and forward recommendations to the Board regarding term renewal.
• Arrange, oversee, and analyze the results of the governance assessment process.
• Submit to the Office Manager, in a timely fashion, minutes of the proceedings of the Committee, and other appropriate documents, for archival purposes.

Section 5.1.4 Planning Committee. The Planning Committee shall assist the Board in determining the future direction of the organization. The Committee will:

• Review the organization’s Strategic Plan, making recommendations to the Board regarding the extent to which the Plan is aligned with Board-formulated goals, objectives, and vision.
• Present the Strategic Plan to the Board – - with recommendations – - for review, revision, approval, or rejection.
• Ensure that the organization’s Strategic Plan reflects the mission and goals of the organization.
• Monitor implementation of the Strategic Plan, and assess the degree to which it fulfills the organization’s mission and vision.
• Draft and forward policy recommendations regarding the Board’s responsibility for strategic direction, both short- and long-term.
• Submit to the Office Manager, in a timely fashion, minutes of the proceedings of the Committee, and other appropriate documents, for archival purposes.

Section 5.1.5 Program Committee. The Program Committee shall assist the Board in carrying out its responsibilities to the membership in providing opportunities for learning and networking with peers. The Committee shall:

• Define objectives to reach program goals as defined by the Board.
• Oversee the work of the American Association of Museums (AAM) Annual Meeting Task Forces and Designated Drivers including the Annual MER Membership meeting/reception, Program Session, Marketplace of Ideas.
• Oversee the work of the Local Programs Task Force.
• Plan and implement programs as recommended by the Board.
• Account for spending and report to the Finance Committee.
• Evaluate program(s) success and make recommendations to the Board.
• Submit to the Office Manager, in a timely fashion, minutes of the proceedings of the Committee, and other appropriate documents, for archival purposes.

Section 5.1.6 Publications/Communications Committee. The Publications/Communications Committee shall assist the Board in carrying out its publishing/communications responsibilities. The Committee shall:

• Define objectives to reach publication goals as defined by the Board.
• Oversee the publication of the Journal of Museum Education and its Editor/Designated Driver.
• Oversee the publication of the newsletter, Network, and its Editor/Designated Driver.
• Oversee the maintenance and development of the website through the Technology Task Force and its Designated Driver.
• Oversee the publication of anthologies as determined by the Board.
• Account for spending and report to the Finance Committee.
• Evaluate publication(s)’ success and make recommendations to the Board.
• Submit to the Office Manager, in a timely fashion, minutes of the proceedings of the Committee, and other appropriate documents, for archival purposes.

Section 5.1.7 Membership Committee. The Membership Committee shall assist the Board in carrying out its membership/recruitment responsibilities. The Committee shall:

• Define objectives to reach membership goals defined by the Board.
• Creatively work to promote membership through a variety of venues including list-serves and at local and national conferences.
• Establish a national presence for MER by working with the program
committee.
• Update membership materials annually.
• Evaluate recruitment success and make recommendations to the Board.
• Submit to the Office Manager, in a timely fashion, minutes of the proceedings of the Committee, and other appropriate documents for archival purposes.

Establish a chain of command.
Section 5.2 Committee Chairs. The President, with the approval of the Board, shall appoint Chairs of Standing Committees for the ensuing year at, or within a reasonable time after, the organizing annual meeting or retreat of the Board. Committee Chairs shall be appointed from among members of the Board.

Section 5.3 Committee Meetings. Meetings of Standing Committees of the Board may be called by the Chairs of the Committees thereof, or by any two (2) members of the Committee. At all meetings of any Committee, a simple majority of the members of the committee shall constitute a quorum for the transaction of business. The act of a simple majority of members present at any meeting thereof at which there is a quorum shall be the act of the committee, except as may be otherwise specifically provided for by these Bylaws.

Committee Chairs shall submit minutes of the proceedings of their Committee(s), and other appropriate documents, to the Office Manager, in a timely fashion, for archival purposes.

ARTICLE VI
Task Forces

The Governance Committee shall recommend, and the President shall establish, with the approval of the Board, Task Forces to accomplish short-term, finite goals. These Task Forces will exercise the authority granted to them by the Board’s Governance or Executive Committees. The President shall appoint an individual to serve as a Designated Driver (team leader) of a Task Force. Unless renewed by the Board, a Task Force shall cease to exist at the end of the fiscal year or upon the successful attainment of objectives. The President will monitor activities and progress of each Task Force. Each Task Force Designated Driver shall update the President on the group’s activities, seek guidance of Board Officers or designees, collaborate with Standing Committees and other Task Forces as appropriate, and account for spending toward its objectives. A Task Force shall:

• Consist of a team of individuals headed by a Designated Driver
• Include at least one non-Board MER member on each Task Force.
• Define objectives to reach the goals defined by the Board.
• Plan and implement activities as designated by the Board.
• Monitor progress and report as determined by the President.
• Account for spending and report to the Finance Committee.
• Evaluate success and make recommendations to the Board.
• Establish a chain of command.

ARTICLE VII
Designated Drivers

The President shall appoint individuals, to assist the Board in executing specific objectives of the organization as determined by the Board. These Designated Drivers will exercise the authority granted to them by the Board’s Governance or Executive Committees. Designated Drivers may be appointed to accomplish a task with or without a Task Force. Unless renewed by the Board, assignments of Designated Drivers will cease at the end of the fiscal year or upon the successful attainment of objectives. The President shall monitor activities of Designated Drivers. Each Designated Driver shall update the President on activities, seek guidance of Board Officers or designees, collaborate with Standing Committees or Task Forces as appropriate, and account for spending toward objectives. A Designated Driver shall:

• Define objectives to reach the goals defined by the Board.
• Plan and implement activities as designated by the Board.
• Monitor progress and report as determined by the President.
• Account for spending and report to the Finance Committee.
• Evaluate success and make recommendations to the Board.

ARTICLE VIII

Indemnification

Museum Education Roundtable shall indemnify each of its Directors and Officers from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees, actually and necessarily incurred or imposed as a result of any action or proceeding or any appeal therein imposed upon or asserted against him or her by reason of being or having been such a Director or Officer and acting within the scope of his or her official duties, but only when the determination shall have been made that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of MER and, in the case of criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if MER shall be advised by its Board of Director’s action (1) by a quorum consisting of Directors who are not parties to such action or proceeding upon a finding that or, (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of legal counsel, that the Director or Officer has not met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Board, it may rely, as to all questions of law, on the advice of independent legal counsel.

Every reference herein to a member of the Board or Officer of the organization shall include every Director and Officer thereof and every former Director and Officer thereof. This indemnification shall apply to all judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which any Director or Officer of MER might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.

ARTICLE IX

Miscellaneous

Section 9.1 Books and Minutes. The organization shall keep correct and complete books and records of account and financial statements and shall also keep minutes of the proceedings of its Board and Committees. Any Director or his or her accredited agent may inspect all books and records of the organization or attorney for any proper purpose at any reasonable time, and by such members who may have voting rights.

Section 9.2 Fiscal Year and Financial Review. The fiscal year of the organization shall be October 1 through September 30 inclusive. An independent party on a schedule determined by the Board shall review the financial transactions of the organization.

Section 9.3 Designated Contributions. The Executive Committee or Treasurer, with approval of the Board, may accept on its behalf, in accordance with policies and procedures set by the Board, any designated contribution, grant, bequest or device consistent with its general tax-exempt purposes, as set forth in the organization’s Articles of Incorporation.

Section 9.4 Adoption of Bylaws. A majority of votes cast by the membership shall be required to adopt the Bylaws. Notice shall be made thirty (30) days prior to any action by the Board or vote by the membership.

Section 9.5 Alteration or additions. Any member of the organization may propose an alteration or addition to the Bylaws at any time. Such amendments or alterations shall be reviewed by the Board and submitted for approval by the membership in accordance with Section 9.4 of these Bylaws.

Section 9.6 Dissolution. On dissolution of the organization, all of its net assets shall be paid over or transferred to one or more exempt organization(s) of the kind described in Internal Revenue Code Section 501(c)(3). The organization to receive such property shall be designated by the Board. Any assets not so disposed of shall be disposed of by the District of Columbia exclusively for one or more exempt purposes within the meaning of the Internal Revenue Code Section 501(c)(3), or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Section 9.7 Severability. The invalidity of any provision of these Bylaws shall not affect the other provisions thereof, and in such event these Bylaws shall be construed in all respects as if such invalid provisions were omitted.

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