1. Name, Symbol

1.1 The name of this not-for-profit corporation is the International Ultraviolet Association, Inc., which may be abbreviated as "IUVA." It is referred to hereinafter as the "Association." The Association will have a registered symbol.

1.2 The use of the name and symbol of the Association is limited to those promotional activities, events, meetings, publications which have been authorized either by the International Board of Directors (hereinafter called the "Board") of the Association, by the Executive Operating Committee (EOC) of the Association, or by any Regional Group or Topical Group. Any unauthorized use of the name or symbol is strictly prohibited. The Board may approve the use of the IUVA logo exclusively in combination with the statement "Member of IUVA," provided the user has agreed to abide by the IUVA Conflict of Interest Policy.

2. Purposes

2.1 The purposes of the Association are:

2.1.1 To collect and disseminate information on, and to encourage research in, any and all aspects of ultraviolet technologies through conferences, workshops, webcasts, symposia, newsletters, bulletins, white papers, presentations, Internet discussion groups, email, journals, books, pamphlets, or other public information media, or other means.

2.1.2 To act as a liaison among industry, educational and research institutions, governmental agencies, conservation groups, and the general public in information collection and dissemination, problem solving, or research in ultraviolet technology and applications.

2.1.3 To provide a forum for the interests of companies using ultraviolet technologies and to encourage the adoption of rational regulations that would enhance the use of ultraviolet technologies.

2.1.4 To encourage the establishment of standardized terms, units and nomenclature in the fields of ultraviolet technology, as well as guidelines for the design and use of UV devices and systems.

2.1.5 To receive, manage, and use any real or personal property, or any funds, received by the Association by payment, bequest, grant, purchase, or otherwise for the purposes of the Association.

2.2 Notwithstanding the above-enumerated Purposes, the Association shall not engage in any purposes other than those that are educational or scientific in nature within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code of 1986.

2.3 The Association will not, as a substantial part of its activities, attempt to influence legislation or participate in any political campaign for or against any candidate for office.

2.4 No part of the net assets or earnings of the Association shall inure to the benefit of any officer, director, member, private individual or organization except that the Association may pay reasonable compensation for services rendered, and make payments or distribution in the furtherance of its stated Purposes. Upon dissolution, all remaining assets of the Association and corporation shall be disposed of exclusively for the Purposes of the Association or to organizations qualifying as exempt under Section 501(c) (3) of the United States Internal Revenue Code of 1986.

3. Duration

3.1 It is the intention of the Association to be of perpetual duration.

3.2 If the Association and corporation shall be dissolved, the Board shall, after making provision for payment of all of the liabilities of the Association, dispose of the net assets as provided in Article 2, Section 2.4 of these Bylaws.

4. Management, Property

4.1 The affairs of the Association shall be managed by the International Board of Directors ("Board"), constituted as provided in Article 8 of these Bylaws, who shall be the representatives of the members of the Association.

4.2 The Board shall adopt, and periodically review, the Bylaws for the government and conduct of the Association as are consistent with the Articles of Incorporation and the Laws of the State of Delaware (USA) and are designated to carry out the Purposes of the Association.

4.3 The Board shall elect the Officers of the Association as provided in Article 9 of these Bylaws, and may retain professional management for the Association through the appointment of an Executive Director.

4.4 In these Bylaws, when distribution by mail is indicated, distribution by electronic means such as e-mail will be deemed to be equivalent.

4.5 The Board is the trustee for all property, real or personal, and of all funds, held or received by the Association.

5. Place of Business

5.1 The current principal place of business of the Association is 1718M Street, N.W., Washington, DC, USA, but it shall have the power to carry on its activities in such other place or places as may, from time to time, be determined by resolution of the Board.

5.2 The current registered agent of the corporation is McCartney & Berl, LLP, 406 South Bedford Street, P.O. Box 588, Georgetown, DE 19947.

6. Membership

6.1 Membership of the Association shall be open to individuals, corporations, partnerships, associations, governmental units, or other organizations anywhere in the world which are engaged or interested in research, education, technology, application, design, engineering, construction, use of or problem solving in relation to ultraviolet light.

6.2 The Board may, from time to time, establish classifications or categories of membership, and their rights and privileges.

6.3 A member in good standing is defined as one whose application for membership has been accepted and who is current in annual dues and other obligations to the Association in accordance with these Bylaws.

6.4 Application for membership shall be made to the Association

6.5 A member may withdraw from the Association by written notice to the International Head Office of the Association, or by failing to pay their annual membership dues.

6.6 Membership terminates by resolution of the Board for activity or conduct which the International Board of Directors may deem contrary to the best interests of the Association, provided, however, that said member shall have the opportunity to present in person, or in writing his or her case for the consideration of the Board of Directors.

6.7 The Board may, from time to time, create and bestow the title of Honorary and/or Life Member or Honorary President, or other similar title.

7. Rights and Privileges

7.1 A member in good standing, as defined in Article 6, Section 6.3 of these Bylaws, shall have those rights and privileges of membership consistent with the appropriate classification of membership held.

8. International Board of Directors

8.1 The affairs of the Association shall be governed and managed by an International Board of Directors ("Board"), which shall be the policy- and decision-making authority of the Association.

8.2 The Board shall comprise the International Officers of the Association (as provided in Article 9) together with a minimum of 10 Directors and a maximum of 45 Directors. The Board may elect or appoint other persons as ex officio (without vote) members of the Board.

8.2.1 In addition to the elected Directors specified above, the Vice President of each Regional Group and Chair of each Topical Group of the Association shall be a full member of the Board for so long as he or she is serving as Vice President of a Regional Group or Chair of a Topical Group, if he or she is not already a member of the Board.

8.2.2 The immediate Past International President shall be automatically a member of the Board for one (1), two (2)-year term upon his or her retirement as International President. The immediate Past-President may serve as an ex-officio Board member.

8.3 The Board shall be ratified, except as otherwise provided, from among eligible members of the Association, during a General Assembly (Article 17).

8.4 Director`s terms shall commence at the end of the General Assembly at which they were elected and shall terminate at the end of a General Assembly approximately two (2) years following their election. Board members shall be eligible for re-election (see also Article 17.3), with no limit as to the number of terms held. For consecutive terms, Board members are expected to be responsive and active IUVA participants, and to complete a statement of intent to continue as Board members at least 30 days prior to the General Assembly.

8.5 The Board shall hold at least two (2) regular meetings a year. At least one (1) meeting each year shall be accessible via telephone and/or web access for Board members. The time and place of such meetings shall be selected by the International President and the EOC, and approved by the Board.

8.5.1 The meeting of the Board held nearest, and prior to the close of the Association`s fiscal year shall be designated as the "Annual Meeting" of the Board, and at this time the Board shall, among other actions, approve the budget for the Association for the new fiscal year, and in the appropriate year, elect Officers for the ensuing term as provided in Article 9 of these Bylaws.

8.6 Special meetings of the Board may be held as often as the business of the Association may require.

8.6.1 All meetings of the Board shall be at the call of the International President, or at the written request of not less than one-third (1/3) of the members of the Board.

8.6.2 There must be at least thirty (30) days` written notice to all Directors of a special meeting of the Board.

8.7 Each member of the Board (except ex officio members) shall have one vote and all decisions shall be taken by a simple majority.

8.8 Minutes shall be taken of all meetings of the Board, and copies of those minutes shall be sent to all Directors by mail or email within ninety (90) days of the Board Meeting.

8.8.1 The permanent copy of all Minutes of the Board`s meetings shall be maintained at the International Head Office and posted on a member-accessible location on the IUVA website.

8.8.2 Minutes of all Board meetings shall be available for inspection by any member of the Association upon at least ten (10) days` prior written notice.

8.9 The Board will permit proxy voting on matters, which come before it as provided herein.

8.9.1 If a Director cannot attend a scheduled regular, or a properly called special meeting of the Board, he or she may send another person as his or her proxy, provided that the Director files a written notice of his or her intent to do so with the International Head Office by mail or electronic means such as e-mail prior to the meeting.

8.9.2 If matters requiring a vote of the Board are to be submitted to the Directors by mail or electronic means such as e-mail between, or in lieu of, a regular or special meeting, these shall be distributed by the Executive Director under the authority of the International President. All ballots returned to the International Head Office via mail or electronic mail by the close of business on the day stated on the ballot, which shall not be less than ten (10) business days after the ballot was distributed, shall be opened and counted.

8.9.3 A motion may be drafted by any member of the Board, but requires a "seconder." This motion, made and seconded, must be submitted to the International President for action. The following procedures then must be followed:

Once moved and seconded, the International President must send the motion to the Executive Director, who then "puts" the motion to the Board by mail or electronic means such as e-mail with a response YES, NO, ABSTAIN requested by email reply.

A time limit of at least 10 business days is allowed for responses.

After 10 business days, the Executive Director shall tally the responses and report the results to the International President.

The International President, or the Executive Director at the direction of the International President, then shall send an email to the Board Members declaring the motion PASSED or FAILED.

The Executive Director and International Secretary shall keep track of such motions outside of regular meetings and include them in his or her Report to the Board at the next Board Meeting.

8.9.4 The quorum requirement is fifty percent (50%) of all voting Board members, including proxies for all meetings of the Board and for all ballots of the Board by mail or electronic means such as email.

9. Officers

9.1 The International Officers of the Association shall be:

9.1.1 The International President

9.1.2 The International President-Elect

9.1.3 The Immediate Past-President

9.1.4 Not less than two (2) nor more than five (5) International Vice Presidents

9.1.5 The International Treasurer

9.1.6 The International Secretary. In the absence of the International Secretary, the Board may choose to appoint the Executive Director as interim International Secretary.

9.2 The duties of the Officers shall be those usually appropriate to each office, or shall be specified by these Bylaws or by resolution of the Board.

9.3 The International President, his or her designee, the President-Elect or a Vice President, shall preside over all meetings of the Board, and all meetings of the International Ultraviolet Association.

9.4 The International Officers, except the International President, shall be elected biennially by the International Board of Directors from among the Directors then in office. The International Officers shall remain members of the Board during their terms in office.

9.5 The term of office for each International Officer, shall be approximately two (2) years, commencing at the end of the Board meeting at which they were elected and terminating at the end of a Board meeting approximately two (2) years following their election (see also article 17.3).

9.5.1 The International President-Elect automatically shall become the International President after serving his or her approximate two (2)-year term as President-Elect, or in the event that the Presidency becomes vacant for any reason.

9.5.2 A person serving as an International Officer, except for the President-Elect, may be immediately re-elected to the same office, or be elected to another office.

9.6 A vacancy in the office of any International Officer shall be filled with a nominee of the International President or nominating committee subject to the approval of the International Board.

10. Executive Operating Committee

10.1 There shall be an Executive Operating Committee (EOC) consisting of the Officers of the Association, the Executive Director (ex officio), any Regional Hub Directors currently under contract (ex officio), plus any other ex officio individuals that the EOC or Board wishes to appoint.

10.2 The EOC is empowered to take action on any matters of concern to the Association, including financial matters, between meetings of the Board.

10.3 The EOC shall be chaired by the International President or in his or her absence, the International President Elect or any other member of the EOC designated by the International President.

10.4 Meetings of the EOC can be called by the International President or his or her designate at any time providing all members of the EOC have been notified by telephone or electronic means such as e-mail with at least 24 hours notice. Meetings can be in person, by conference call or by electronic means such as web-meetings.

10.5 The International Secretary shall act as Secretary for all meetings of the EOC. If the International Secretary cannot be present, the Executive Director or another member of the EOC may serve as Secretary as designated by the International President. Meeting minutes of EOC meetings shall be posted at a secure location on the IUVA website, available for review exclusively by members of the International Board of Directors.

10.6 The Executive Operating Committee shall present a Report on its actions at the next full meeting of the Board.

11. International President

11.1 The responsibilities and duties of the International President (President)

The President is responsible for the administration of the IUVA and reports to the Board of Directors.

The President serves as the Chair of the International Ultraviolet Association World Congress during his or her term of office.

The President conducts business through the Office of the President and the International Head Office.

The President acts as the Chief Executive Officer of the IUVA – and administers the organization under the authority of the Board in accordance with the chart shown below.

11.1.1 The Board, on the recommendation of the President, may appoint, or may retain, a person or firm to serve as the Executive Director of the Association, who shall be responsible for the administration and management of the Association and of its International Head Office. The EOC shall establish compensation for this work by contract.

12. Executive Director and International Head Office

12.1.1 The Executive Director shall be an ex officio (non-voting) member of the Board.

12.1.2 The Executive Director may be bonded for the interests of the Association, the premium for such bond to be paid by the Association.

12.1.3 The Executive Director functions under the direction of the President and is in charge of the International Head Office (IHO). He or she is responsible to:

Ascertain that the mission of the IUVA is fulfilled.

Supervise the activities of the staff of the IHO.

Prepare the annual budget for the IUVA and submit same to the International Treasurer.

Prepare quarterly a financial statement for the IUVA and submit same to the International Treasurer.

Send out announcements and invitations to the Board members on behalf of the President for Board meetings.

Prepare the minutes of the Board meetings in the absence of the Secretary.

Send out announcements and invitations to the Executive Operating Committee Members on behalf of the President and the Board.

Carry out assignments on behalf of the President and the Board.

Forward to the appropriate Officer, Director or Member of the IUVA any communications (mail, telephone, fax, e-mail, etc.) received in the IHO on behalf of the IUVA.

Keep the official records of the IUVA including a permanent copy of the Board meeting minutes.

Maintain a website that includes access to membership materials, information on IUVA events, and access to current and past issues of IUVA News for members.

12.1.4 The work of the IHO, under the direction of the Executive Director, includes:

Conducting day-to-day business of the Association, including managing the finances of the Association, including accounts receivable, accounts payable, banking, and investment of Association assets.
Maintaining good communication with the world outside of IUVA, reviewing all correspondence and messages on behalf of the appropriate IUVA committees or persons.
Verifying and updating all the IUVA records as follows:
1. Complete set of IUVA correspondence.
Preparing lists and brochures on:
1. Books, proceedings, and other technical references available from the various groups of IUVA.
2. Mailing lists of the members of the IUVA Board.
3. Membership of IUVA.
Carrying out projects requested by the President or the Board.

13. Regional Hubs

13.1.1 The Board can elect to contract Regional Hub Directors to focus on specific geographic markets. Regional Hub Directors will report to the aligned Vice President. Regional Hub Directors shall participate in EOC and Board meetings, ex officio. Per the IUVA`s Conflict of Interest Policy, Regional Hub Directors may not simultaneously serve as Directors.

13.1.2 Each Regional Hub Director shall have a contract for no more than two (2) years for his/her specific assigned services, renewable upon mutual agreement.

13.1.3 The objective of the Regional Hub Director position is to expand the activities of the Association within the specific region, based on the identified market conditions and regional needs.

14. Financial Provisions

14.1 The fiscal year of the Association and the corporation for all accounting and reporting purposes, shall be from the first (1st) day of January through the thirty-first (31st) day of December, each year.

The fiscal year of all duly authorized Regional Groups, Topical Groups, or of all subsidiary organizations of the Association shall conform to the fiscal year of the Association.

14.2 The International Treasurer shall compile a financial statement covering all activities of IUVA on a quarterly and yearly basis. The International Treasurer shall submit these reports to the President and EOC, and semi-annually to the IUVA Board for each Board meeting.

14.3 The audit of the annual financial statement shall be carried out by two (2) representatives of the Board, defined as the Finance Committee. The Finance Committee will consist of the Treasurer, President, President-Elect, and Executive Director (ex officio) and up to two at-large Board Directors.

They will audit the accounts:

annually with reference to IUVA
annually with reference to IUVA News
annually with reference to any possible peer-reviewed journal
annually with reference to administrative expenses
biennially with reference to the Association`s World Congress
Following closing of the books for other events

As soon as possible, but not later than 5 months after the close (for a-d) or after 6 months for (e), IUVA World Congress Accounts, a copy of the Auditors` report shall be sent to each member of the Board as soon as it is presented to the Board.

14.4 The Board of Directors shall from time to time, establish the rate or amount of fees to be paid by each member of the Association appropriate to each membership classification or category.

14.4.1 The annual membership fees in the Association shall become due and payable on the anniversary of the individual or organizational membership. Beginning as soon as 2012, the Association will move to an annual invoice cycle, and all membership renewals will be due concurrently. Every such member who is in good standing on the membership records of the Association on that date shall be liable for the current fees then due.

14.5 Regional Groups and Topical Groups may be authorized, upon vote of the Board, to raise funds by means of a membership surcharge, surpluses from conferences and meetings and any other means; however, the full IUVA membership fee for each Member must be sent directly to the IHO.

14.6 The International Treasurer shall present to the Board at its Annual Meeting a proposed budget for the ensuing fiscal year covering all projected activities and events of the IUVA International Head Office.

14.7 The Directors, Officers (except the Executive Director and Regional Hub Directors), Vice Presidents, Regional or Topical Group Chairs, Committee Chairs or members of the Association shall serve without salary or compensation by the Association.

14.7.1 However, the International Treasurer and President together may authorize reasonable travel expenses incurred by Directors, Officers, Vice Presidents, Regional Hub Directors, or others when they travel on behalf of the IUVA for the purpose of organizing meetings and Ultraviolet World Congresses. However, these expenses must be itemized, substantiated (with receipts) and presented to the IHO for reimbursement.

15. Regional Groups

15.1 The International Board of Directors may, by written charter, create and authorize Regional Groups of the Association to provide opportunities for members in a region or area to meet, to hold conferences, and generally to promote the Purposes of the Association in their regions.

15.2 All members of the Association residing within the defined area of a Regional Group automatically shall be members of that (Regional) Group as well as of the Association.

15.3 A Regional Group duly chartered by the International Board of Directors may adopt Bylaws for the governance and operations of that Group. The Regional Bylaws must not be contrary to any provisions of the Bylaws of the International Association. After approval by its members, such Regional Bylaws shall be submitted, together with evidence that the local statutes have been satisfied, to the International Board of Directors for review and approval.

15.4 The Chair of a Regional Group automatically shall be a member of the International Board of Directors during his or her time in office, as provided in Article 8, Subsection 8.2.1 of these Bylaws.

15.5 The Regional Groups shall be financed through the annual IUVA Budget. Each Regional Group will prepare a Regional Group Budget which shall be sent to the International Treasurer for inclusion in the total IUVA annual budget submitted to the Board for approval.

15.6 Each Regional Group shall send to the International President a copy of the Minutes, in English, of all meetings of the Regional Group.

16. Topical Groups

16.1 The International Board of Directors may, by written charter, create and authorize Topical Groups of the Association to provide opportunities for members with interest in a given topic or subject area to meet, to hold conferences, and generally to promote the Purposes of the Association in their topic.

16.2 All members of the Association have the right to join any Topical Group of the Association.

16.3 A Topical Group duly chartered by the International Board of Directors may adopt Bylaws for the governance and operations of that Group. The Topical Group Bylaws must not be contrary to any provisions of the Bylaws of the International Association. After approval by its members, such Topical Group Bylaws shall be submitted to the International Board of Directors for review and approval.

16.4 The Chair of a Topical Group automatically shall be a member of the International Board of Directors during his or her time in office, as provided in Article 8, Subsection 8.2.1 of these Bylaws.

16.5 The Topical Groups shall be financed through the annual IUVA Budget. Each Topical Group will prepare a Topical Group Budget which shall be sent to the International Treasurer for inclusion in the total IUVA annual budget submitted to the Board for approval.

16.6 Each Topical Group shall send to the International President a copy of the Minutes, in English, of all meetings of the Topical Group.

17. Committees

17.1 The Board shall form Standing Committees as it deems necessary for the execution of its work and shall appoint Chairs to these Committees.

17.2 The International President may, appoint – besides the Standing Committees – other Special Committees, Sub-Committee, Strategic Initiative Groups, or Task Forces of the Association as deemed necessary and proper for the conduct of the Association`s purposes and business, and shall define their size, functions, duties and length of service, and with the advice of the Board may abolish any Special Committee, Sub-Committee, Strategic Initiative Group, or Task Force at any time.

17.3 No Standing – or Special Committee, Sub-Committee, Strategic Initiative Group, or Task Force shall be authorized to commit any funds of the Association for any purpose whatsoever which are not covered in the budget of the Association as approved by the Board.

17.4 The Executive Director is an ex officio (non-voting) member of all Standing and Special Committees, Sub-Committees, Strategic Initiative Groups, and Task Forces of the Association.

17.5 The charge and the responsibilities of each Standing Committee shall be documented and posted on the IUVA website.

18. Congresses, Symposia, Seminars, Workshops, Webcasts or Meetings

18.1 All congresses, symposia, seminars, workshops, webcasts or other information-sharing meetings, whether carried out by the International Association itself or by a Regional or Topical Group, are, and shall be, International Ultraviolet Association-sponsored meetings.

18.2 The use of the adjectives "international" and "world" in connection with any symposium, etc. conducted by the Association itself, or by a division, shall be at the discretion of the International Board of Directors.

18.4.1 The term "IUVA World Congress" will be used only on major symposia which are conducted by the International Ultraviolet Association itself, and not on such meetings conducted by subdivisions of the Association.

18.5 If special circumstances demand, the Board may, at their discretion, shorten or lengthen the biennial Congress intervals.

19. General Assembly

19.1 A General Assembly of the Association shall always take place during an IUVA World Congress.

19.1.1 All members shall be given not less than thirty (30) days` prior written notice of the General Assembly of the Association.

19.1.1a This written notice shall include the principal items or matters which will be submitted to the members at the General Assembly, including election of members of the International Board of Directors (as provided in article 8, Section 8.3 of these Bylaws).

19.2 All votes and elections during a General Assembly of the Association shall be taken by a simple majority of the members present and voting.

19.3 Should a lengthening of the World Congress interval become necessary (as provided in Article 18, Section 18.5 of these Bylaws), the mandates of the Board Members automatically will be extended to the next following Congress.

19.4 Minutes shall be taken of the General Assembly Meeting of the Association, and an abstract or synopsis of these Minutes shall be sent to the members in good standing who request them. Alternatively, an abstract or synopsis can be published in IUVA News.

19.4.1 The permanent copy of the Minutes of the General Assembly of the Association shall be maintained at the International Head Office and posted on the IUVA website.

19.4.2 Minutes of all General assemblies of the Association shall be available for inspection by any member upon at least ten (10) days` prior written notice.

19.5 Extraordinary General Assemblies of the Association may be called by the International President with the consent of the Board, or by written request of ten percent (10%) of members in good standing of the Association.

19.5.1 There must be at least thirty (30) days` prior written notice of an extraordinary General Assembly of the association, and this notice must include the material to be covered or acted upon at such an extraordinary General assembly.

20. Amendments

20.1 These Bylaws may be amended in either of the following ways:

20.1.1 By the affirmative vote of not less than two-thirds (2/3) of the Directors in good standing present, in person or by proxy, at any Meeting of the Board of Directors of the Association, providing that the notice of such meeting shall advise the Directors that amendments to the Bylaws are to be voted upon, and shall include written texts of the proposed amendments.

20.1.2 Without a meeting by the consent in writing of not less than a simple majority of the Directors in good standing, provided that the proposed amendments to the Bylaws are sent to all Directors and that they have not less than thirty (30) days from the date of distribution of said notice to return their written consents or dissents. All such consents or dissents received in the office of the Executive Director by the close of business on the date stated on the ballot shall be opened and counted to determine whether a simple majority has been obtained. Voting can be conducted by mail or electronic means such as e-mail ballots.

20.2 Amendments to these Bylaws may be proposed in writing to the Board by a resolution sponsored by not less than ten percent (10%) of the members in good standing of the Association.

20.3 Amendments shall become effective at the time of their approval, and shall be sent to all members as promptly thereafter as possible. Publication in IUVA News shall constitute proper dissemination of such amendments.

21. Standing Orders or Rules

21.1 The Board may, from time to time, adopt Standing Orders or Rules for the operation and conduct of the Association to interpret and implement, but not supersede, any article or Section of these Bylaws.

21.2 No Standing Order or Rule shall remain in effect for more than five (5) years without being reviewed by the Board, which will determine whether it shall remain in effect for another five (5)-year term, be rescinded, or be converted into an amendment to these Bylaws as provided in Article 20.

21.3 Any Standing Orders or Rules adopted shall be amended to these Bylaws for the information and use of all Directors, Officers, and members.

21.4 The Board, acting upon its own discretion and endorsed by the majority of Board members, has the right to modify and adapt the structure of the IUVA to meet external requirements. These changes could include, but are not limited to:

Set up or change regional classifications/boundaries
Establish, merge, or close regional hubs
Other, not yet identified, changes

Structural or policy changes may proceed to occur even if these Bylaws do not explicitly describe or reflect the changes, as long as the changes do not violate any general law of non profit organizations and the changes do not produce conflicts of interest.

New structures or policies may be reflected by addendum to existing bylaws in a reasonable timeframe, but not longer than one (1) year.

22. Indemnification of Directors and Officers

22.1 The Association shall indemnify a director or officer of the association, a former director or officer of the association or a person who acts or acted at the association`s request as a director or officer of another body corporate, and his or her heirs and legal representatives, to the extent permitted by the applicable provisions of §145 of the Delaware Code or any successor provision thereof.

23. Indemnification of Others

23.1 Except as otherwise required by the Delaware Code and subject to Article 20, the Association may from time to time indemnify and save harmless any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in right of the company) by reason of the fact that the person is or was an employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, agent of or participant in another body corporate, partnership, joint venture, trust or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted honestly and in good faith with a view to the best interests of the Association and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the person`s conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction shall not, of itself, create a presumption that the person did not act honestly and in good faith with a view to the best interests of the Association and with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had no reasonable grounds for believing that the person`s conduct was lawful.

24. Conflict of Interest

24.1 The Board shall adopt and adhere to a Conflict of Interest Policy, a copy of which is attached hereto as Exhibit A.

24.2 All Directors shall sign and date the Conflict of Interest Policy within three months of being named a Director, or initial adoption of the Conflict of Interest Policy, whichever occurs first.

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