The Bylaws of the American Orchid Society are the legal document that governs the organization. They spell out the duties of the officers and trustees and the rights and benefits of the members. The document is under continual review by the Executive and Governance committees and revisions are made and published on this website as they are ratified.
AMERICAN ORCHID SOCIETY BYLAWS
ARTICLE I – THE SOCIETY
1.1 - NAME
The name of the Corporation shall be the American
Orchid Society, Inc. (the “Society”). It is a not-for-profit corporation
organized pursuant to the New York Not-for-Profit Corporation Law.
1.2 - SEAL
Designed in 1921 by Blanche Ames, the official seal of the American Orchid Society features a Native American admiring two orchids of the Americas - Phragmipedium caudatum and Encyclia tampensis.
ARTICLE II - MEMBERS
2.1 - MEMBERSHIP
Membership in the Society is open to any person who
submits a membership application and timely payment of any required dues at the
rates established by the Board of Trustees of the Society (the “Board” and each
member thereof, a “Trustee”) for any class of membership (each such person, a
“Member”). Classes of members shall have rights and privileges as determined by
the Board; for example, an individual membership has one vote and an affiliated
membership for a local society has none. Each Individual or Joint Member who
pays dues shall be entitled to vote on the election of Trustees or any other
matters required by law. Membership shall be open to all persons regardless of
age, race, gender, sexual orientation, national origin, religious affiliation,
local club affiliation, or interest level.
All Officers of the Society (“Officers”), Trustees
and chairs of committees established by the Board must maintain such level of
membership as determined by the Board.
2.2 - MEETINGS OF MEMBERS
In each year the Annual Meeting of the Members
shall be held at a date and time during the calendar year as may be fixed by a
vote of the Board. Written notice for the meeting shall be given to the Members
either 1) personally, 2) by first class mail, 3) by facsimile, or 4) by
electronic mail, in each case not less than ten (10) nor more than fifty (50)
days before the date of such Meeting.
If notice is given by another class of mail (other
than first class), it must be given not less than thirty (30) nor more than
sixty (60) days before the date of such Meeting.
Special meetings of Members of the Society may be
called by the Board, or by written request or petition signed by at least ten
percent 10% of the voting Members with not less than sixty (60) nor more than
ninety (90) days’ notice to the Members, and shall be held at such time and
place in the United States of America as may be specified in writing by the
Board or such Members. Any notice of special meetings of the Society shall state
the purpose(s) thereof. Written notice of special meetings shall be given to the
Members either 1) personally, 2) by first class mail, 3) by facsimile, or 4) by
At meetings of the Society each dues-paying
Individual or Joint Membership shall be entitled to one vote. This vote may be
cast in person or by proxy. A Member may execute a writing authorizing another
person or persons to act for him or her as proxy, which execution may be
accomplished by the Member signing such writing or causing his or her signature
to be affixed to such writing by any reasonable means, including but not limited
to facsimile signature. A Member may also authorize another person or persons to
act for him or her as proxy by providing such authorization by electronic mail
to the person who will be the holder of the proxy or to a proxy solicitation
firm or like agent duly authorized by the person, provided that any such
authorization by electronic mail shall set forth information from which it can
reasonably be determined that the authorization by electronic mail was
authorized by the Member.
At meetings of the Members a quorum shall consist
of two hundred and fifty (250) Members entitled to vote present in person or
represented by proxy.
Any meeting of the Members may, for lack of quorum
or other cause, be adjourned to some definite place and time not exceeding sixty
(60) days thereafter, without notice other than announcement at the meeting.
ARTICLE III- GOVERNANCE
3.1 – COMPOSITION OF THE BOARD
The Board shall consist of not fewer than three (3)
and not more than twenty five (25) individuals (Officers and other Trustees),
elected from among the Members. The Board shall include the Officers defined in
Article 4. Qualifications of Trustees shall be specified and approved by the
All Trustees shall be expected to attend all
meetings of the Board and all regular and special Meetings of the Members. If a
Trustee plans not to attend a meeting of the Board, he or she shall so inform
the President prior to the meeting, stating his or her reason. The Board may
remove a Trustee from the Board for failure to attend three (3) out of the past
six (6) meetings of the Board, provided that a majority of the Trustees present
at a meeting at which a quorum is present must vote in favor of such removal.
Trustees may participate in meetings of the Board by telephone, videoconference,
or other electronic means as long as all persons participating in the meeting
can hear each other at the same time and can participate in all matters before
the Board.1 Participation by such means shall constitute presence in person at a
3.2 - NOMINATIONS AND ELECTIONS OF TRUSTEES AND OFFICERS
The Governance Committee (defined hereafter) shall
assist the Board in identifying its competency needs, and, with the Board,
develop the criteria to be used by the Nominating Committee for selecting future
Trustees and Officers. The Board shall decide how many candidates are needed for
each election and so notify the Nominating Committee.
Nominations for Trustees and Officers shall be open
to the Members for a period of time established by the Board under policies
established by the Board. Persons may be self-nominated, or proposed by other
Members, the Board, or the Nominating Committee (defined hereinafter). The
Nominating Committee will be responsible for screening the nominees and
preparing a list of candidates for the ballot.
The candidates shall be presented to the Members on
a written ballot or by secure electronic means, as part of a Society publication
and/or the Society’s website, to all Members in good standing, no less than
thirty (30) days in advance of the Annual Meeting of Members.
An alternate ballot for Trustees and Officers,
other than that presented by the Nominating Committee, may be made by a minimum
of five percent (5%) of the Members entitled to vote, provided such nominations
are furnished in writing at their expense to the Secretary at least thirty (30)
days in advance of the Annual Meeting of Members. The Secretary shall not be
required to send said alternate ballot to the Members, but Members making such
nomination may request the sending of communications and ballots at their
expense. The Secretary shall present such nominations to the President at the
The election of Trustees and
Officers shall be held at the Annual Meeting of Members. The candidates
receiving the largest number of votes for the positions available shall be
3.4 - POWER AND DUTIES OF THE BOARD
The Board shall have ultimate charge and direction
of the affairs and business of the Society to fulfill its mission and purposes.
3.5 - TERM OF TRUSTEES
Trustees shall serve terms of three (3) years.
Unless otherwise provided in these Bylaws, Trustees may serve no more than two
(2) consecutive elected three (3) year terms, after which they shall not be
eligible for reelection for a period of three (3) years unless elected as an
officer, which may extend the term to a total of 12 consecutive years on the
Board. The twelve (12) years shall include total Board service begun prior to
approval of these bylaws.
Article IV - OFFICERS
4.1 - OFFICERS
The following shall be the Officers of the Society
who shall also be members of the Board: President, two (2) Vice Presidents,
Secretary, Treasurer, Assistant Treasurer and Immediate Past President. The
President shall be elected for a term of two (2) years, and may not be
re-elected. The Vice Presidents, Secretary, Treasurer and Assistant Treasurer
shall each be elected for a term of two (2) years and may be elected for one
additional two (2) year term. The Immediate Past President shall serve for the
duration of the term of his or her successor as President. Each Officer shall
take office at the end of the Annual Meeting of the Members and hold office
until his or her term has expired or until his or her earlier death,
resignation, or removal, and in any event until his or her successor has been
duly elected and qualified. No employee of the Society may serve on the Board.
4.2 - DUTIES OF OFFICERS
4.2.1 - PRESIDENT
The President is the Chief Volunteer Officer of the
Society and its chief spokesperson. The President shall call and preside at all
meetings of the Board and the Executive Committee (defined hereinafter); shall
preside at all meetings of the membership; shall actively seek to carry out the
mission of the Society during his or her term of office; shall make a report to
the membership at least annually regarding the state of the Society; shall be an
ex-officio member of all committees except the [Audit Committee]2;
shall recommend to the Board chairs for committees and shall approve, with the
agreement of the committee chairs, all appointments to committees, except those
appointed by the Board; the following committees shall be appointed by the
Board, following recommendations from the President: Finance, Audit, Nominating
and Governance; and shall perform all of the duties incident to the office of
President as well as such other duties as the Board may prescribe. The President
may delegate to the Society’s employees duties as deemed advisable. The
President shall, with the Secretary, sign all written contracts and obligations
of the Society, unless otherwise delegated by the Board, and no contract shall
be valid and binding upon the Society unless so signed or so delegated. The
President shall chair the Executive Committee and shall preside at all meetings
of the Executive Committee.
4.2.2 - VICE-PRESIDENTS
In the absence of the President, or due to his or
her inability or refusal to act, one of the Vice Presidents, selected by the
Board, shall perform the duties of President and when so acting shall have all
the powers and be subject to all of the restrictions of that office. The Vice
Presidents shall perform such other duties as may be assigned by the President
or the Board. A Vice President, selected by the Board, shall succeed to the
President’s office upon the death, resignation or incapacity of the President
and such succession shall not preclude the Vice President serving his/her own
full term as President.
4.2.3 – SECRETARY
The Secretary shall keep or cause to be kept
minutes of all meetings of the Board and the Members and record or cause to be
recorded all votes at such meetings; ensure that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; serve as
custodian of the corporate records; ensure public records are in order and
available for inspection; and in general perform all duties incident to the
office of Secretary and such other duties as may be assigned by the President or
the Board. In order to facilitate the business of the Society the Secretary may
delegate to members of the Society’s administrative staff any of the
above-described duties. The Secretary shall, with the President, sign all
written contracts and obligations of the Society unless otherwise delegated by
4.2.4 – TREASURER
The Treasurer shall be the Officer with ultimate
oversight responsibility for the finances of the Society. The Treasurer shall
chair the Finance Committee. He or she shall report or cause to be reported the
status of the finances to the Board at regular intervals; and shall perform
duties outlined by the Board. The Treasurer shall ensure that the accounts for
each fiscal year are audited by a Certified Public Accountant approved by the
Board. A Treasurer’s report for the preceding fiscal year shall be presented at
the next Annual Meeting of the Members, and copies of such report, along with
the audited financial statements, shall be available at Society headquarters, or
mailed at cost, upon request by any Member, and may be published by the Society.
In order to facilitate the business of the Society the Treasurer may delegate to
Society employees the authority and responsibility to receive, handle, deposit,
and disburse funds and assets of the Society and to perform any related tasks,
subject to the authorization of and procedures approved by the Board.
4.2.5 – ASSISTANT TREASURER
The Assistant Treasurer shall assist the Treasurer
in the performance of his or her duties and shall perform such other duties as
shall be assigned by the Treasurer or the Board.
4.2.6 - IMMEDIATE PAST PRESIDENT
The Immediate Past President shall serve as a
voting member of the Board for a period of two years following expiration of his
or her term as President. In the event of a vacancy in the offices of President
and Vice President, the duties of the President shall be assumed by the
Immediate Past President until the next meeting of the Board.
4.2.7 – REPLACEMENT OF OFFICERS
In the event of the death, resignation or
incapacity of any Officer other than the President, the Board shall select a
successor to serve out the remainder of the elected term, which shall not
preclude the successor from serving his or her own full term as an Officer.
4.2.8 - CONFLICTS OF INTEREST
All members of the Board, including the Officers, shall conduct themselves in accordance with the Society’s approved policy regarding conflicts of interest.3
Any new Trustee shall be advised of this policy
upon the start of his or her service as a Trustee. On an annual basis, each
Trustee shall complete a written Conflict of Interest Policy Disclosure Form
approved by the Board.
Article V – MEETINGS OF THE BOARD
5.1 - MEETINGS OF BOARD
The Board shall have regular meetings at least
twice annually. At least thirty (30) days’ written notice of such meetings shall
be given to each Trustee 1) personally, 2) by first class mail, 3) by facsimile,
or 4) by electronic mail. The Annual Meeting of the Board shall precede the
Annual Meeting of the Members of the Society. Additional special meetings may be
called either by the President, or a majority of Trustees, with at least seven
(7) days’ written notice given to each Trustee 1) personally, 2) by first class
mail, 3) by facsimile, or 4) by electronic mail. Regular and special meetings of
the Board shall be held at such places as may be designated by the President or
other persons calling the meeting as stated in the meeting notice. The Board
should refer to Robert’s Rules of Order for guidance in conducting its meetings.
Any one or more members of the Board may participate in a meeting of the Board
by means of a conference telephone, videoconference, or similar device as long
as all persons participating in the meeting can hear each other at the same time
and can participate in all matters before the Board4. Participation by such
means shall constitute presence in person at a meeting.
5.2 - QUORUM AND VOTE
A majority of the entire Board shall constitute a
quorum. Except as otherwise provided by New York law or by these Bylaws, such as
paragraph 8.2, the act of a majority of the Trustees present at a meeting at
which a quorum is present shall be the act of the Board. Any action required or
permitted to be taken by the Board may be taken without a meeting if all
Trustees consent to the adoption of a resolution authorizing the action. Consent
may be written or electronic. If written, the consent must be executed by the
Trustee by signing such consent or causing his or her signature to be affixed to
such consent by any reasonable means, including but not limited to facsimile
signature. If electronic, the transmission of the consent must be sent by
electronic mail and set forth or be submitted with information from which it can
reasonably be determined that the transmission was authorized by the Trustee5.
The resolution and the consents thereto shall be filed with the minutes of the
proceedings of the Board.
5.3 - REMOVAL OF OFFICERS OR TRUSTEES
The Board may remove for cause any Officer from his
or her office or remove for cause any Trustee from the Board by a two-thirds
vote of the entire Board, held by secret ballot, and in accordance with any
other applicable procedures established by the Board, if such Trustee or
Officer, either by illness, neglect, lack of interest or other cause, shall not
have adequately attended to his or her duties.
Article VI - COMMITTEES
6.1 - COMMITTEES
The Board shall establish such committees as are necessary to advise the Board on policy matters and help carry out the operations of the Society. The President, during the Annual Meeting of the Board or as soon thereafter as practical, and with the approval of the Board, shall appoint the chairs of these committees.
Any committee may take action without a meeting if
the members of the committee unanimously consent to the adoption of a resolution
authorizing the action. This consent may be written or electronic. If written,
the consent must be signed by the committee member, including by facsimile
signature. If electronic, the consent must be sent by electronic mail and set
forth information from which it can reasonably be determined that the
transmission was authorized by the committee member6. The resolution and the
consents thereto by the members of the committee shall be filed with the minutes
of the proceedings of the committee.
No person, unless provided otherwise by the Board,
shall serve as chair of any committee for more than four (4) consecutive years.
6.1.1 – EXECUTIVE COMMITTEE
The Executive Committee, which shall be chaired by
the President, shall be a committee of the Board, and shall consist of the
President, the Vice-Presidents, the Secretary, the Treasurer, the Assistant
Treasurer and the Immediate Past President; which Committee under the authority
of the Board shall conduct the general business of the Society and carry out the
policies and recommendations of the Board between the meetings of the Board as
permitted by law. The Executive Committee shall provide assistance and counsel
to the President, and in connection therewith, the members of the Executive
Committee shall carry out such duties and assignments as the President from time
to time shall propose..
6.1.2 – FINANCE COMMITTEE7
The Finance Committee, which shall be chaired by
the Treasurer, shall make recommendations to the Board concerning the financial
affairs of the Society, and shall not be a committee of the Board. The Finance
Committee shall assist in presenting an annual budget, the audited financial
statements, and timely financial reports to the Board.
6.1.3 – [AUDIT COMMITTEE]
[The Audit Committee
shall be a committee of the Board, shall consist of at least three “independent”
Trustees, as defined in the New York Not-for-Profit Corporation Law, and shall
be responsible for performing the following duties: (1) overseeing the
accounting and financial reporting processes of the Society and the audit of its
financial statements; (2) annually retaining or renewing the retention of an
independent auditor to conduct the audit; (3) reviewing the results of the
audit, including the management letter, with the independent auditor; (4)
reviewing with the independent auditor the scope and planning of the audit prior
to the audit’s commencement; (5) upon completion of the audit, reviewing and
discussing with the independent auditor any material risks and weaknesses in
internal controls identified by the auditor, any restrictions on the scope of
the auditor’s activities or access to requested information, any significant
disagreements between the auditor and management, and the adequacy of the
Society’s accounting and financial reporting processes; (6) annually considering
the performance and independence of the independent auditor; (7) overseeing the
adoption, implementation of, and compliance with any conflict of interest or
whistleblower policies adopted by the Board; and (8) reporting on its activities
to the Board.]8
6.1.4 – GOVERNANCE COMMITTEE
The Governance Committee is responsible as defined
above in Section 3.2, for assisting the Board in defining the competency needs
of the Board and developing the criteria for the selection of future members.
The Governance Committee is also responsible for arranging Board assessments and
development, for reviewing the Bylaws, and providing orientation for all
Trustees, committee chairs, and other volunteers.
6.1.5 – NOMINATING COMMITTEE
The Nominating Committee shall
consist of seven (7) Members, at least three (3) of whom shall be Trustees; the
Nominating Committee shall include the Immediate Past President and the
immediate past chair of the Nominating Committee. If the immediate past chair of
the Nominating Committee and/or the Immediate Past President is unable or
unwilling to serve, those places shall be filled by Trustees. The Nominating
Committee shall collect the names of nominees for Trustee and Officer positions
and screen them for the competency needs established by the Board. The list of
candidates shall include at least as many names as will produce the number of
Trustees the Board has determined to be appropriate.
No member of the Nominating Committee
shall be proposed as a nominee for a Trustee or Officer position. Furthermore,
no individual who is a member of the same household, a relative, or who has a
business or significant relationship with a member of the Nominating Committee
shall be proposed as a nominee for a Trustee or Officer position.
ARTICLE VII – AFFILIATED SOCIETIES & ORGANIZATIONS
7.1 - AFFILIATED SOCIETIES AND ORGANIZATIONS
An orchid society or a horticulture-oriented
organization or entity whose stated purposes parallel those of the Society,
either with regard to involvement with orchids or with regard to its scientific,
educational or conservation ideals, may, with the approval of the Board, become
an “Affiliated Society” or “Affiliated Organization.” To preserve such status,
the Affiliated Society or Organization shall fulfill such requirements as the
Board shall set for these memberships.
Application for such approvals shall be made in
writing to the Society and shall contain such information as shall be prescribed
by the Board. Upon approval by the designated committee, such applications shall
be submitted to the Board for action at its next regular meeting.
Each Affiliated Society and each Affiliated
Organization must appoint a representative from the Society (the
“Representative”) to be its liaison with the Society, and said Representative
must be a Member. The Board may require Affiliated Societies or Affiliated
Organizations to fulfill such duties and requirements as they shall from time to
time set forth. The Board may terminate the affiliation between the Society and
an Affiliated Society or Affiliated Organization at any time for any reason.
No Affiliated Society or Affiliated Organization,
or any officer, trustee or member thereof, shall have the power to act for the
Society in any manner, as agent or otherwise, nor to bind the Society in any
manner, financially or otherwise. No Affiliated Society or Affiliated
Organization shall have any proprietary or other interest of any kind in the
name “American Orchid Society” or in any combination of such words with other
words, except as granted by the Board, and provided that that an Affiliated
Society or an Affiliated Organization may in addition to its name use the
wording “affiliated with the American Orchid Society, Inc.”
The Board may establish other categories of
affiliation with such requirements and privileges as the Board may determine.
ARTICLE VIII - MISCELLANEOUS PROVISIONS
8.1 - DUES
Dues for membership in the Society shall be in such
amounts and categories as shall from time to time be determined by the Board,
payable on or before a date to be determined by the Board. No entrance fee shall
be required to join the Society, except by vote of a majority of the Board. Any
Member who shall fail to pay his or her annual dues by the due date shall cease
to be a Member. Any Member may resign at any time and shall have no liability
for dues after the end of the membership year in which such resignation takes
8.2 - PRIZES AND HONORS
The Board shall have the right from time to time,
within the limits of the funds at its disposal, to appropriate money for such
medals, certificates, honors or other prizes as it shall deem for the best
interest of the Society and the advancement of the work for which it is
All medals, certificates, honors, including that of
Honorary Vice Presidents, or other prizes shall only be granted by a
three-quarters majority, secret ballot vote of the entire Board at a regular or
special Meeting of the Board.
The Board may, at its discretion, honor certain
persons by electing them Honorary Vice Presidents of the Society, for such
periods as the Board may set out following the above provisions. This office
shall have no duties or rights associated with it, except as provided by the
8.3 – GIFTS
The Board shall be authorized to accept or refuse
any deeds, securities, mortgages, bequests, or gifts of any kind or nature on
behalf of the Society and in furtherance of any or all of the objects of the
Society in concurrence with the established gift acceptance policy of the
8.4 - PERSONAL LIABILITY
Neither the Board, nor any Member or Officer, shall
have the power to bind the Members or the individual Trustees or Officers of the
Society, personally. All persons extending credit to, contracting with or having
any claims against the Society, shall look only to the funds and property of the
Society for payment of any debt, damage, judgment or decree, or any money that
may otherwise become due or payable to them from the Society, so that none of
the Members, the Trustees, and the Officers, present or future, shall be
personally liable therefor.
8.5 – INDEMNIFICATION
The Society shall, to the extent legally
permissible, indemnify each person who may serve or who has served at any time
as an Officer, Trustee, employee or committee member of the Society against all
expenses and liabilities, including, without limitation, counsel fees,
judgments, fines, excise taxes, penalties and settlement payments, reasonably
incurred by or imposed upon such person in connection with any threatened,
pending or completed action, suit or proceeding in which he or she may become
involved by reason of his or her service in such capacity; provided that no
indemnification shall be provided for any such person with respect to any matter
as to which he or she shall have been finally adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that such action was in the
best interests of the Society; and further provided that any compromise or
settlement payment shall be approved by a majority vote of a quorum of Trustees
who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure
to the benefit of the heirs, executors and administrators of persons entitled to
indemnification hereunder. The right of indemnification under this Article shall
be in addition to and not exclusive of all other rights to which any person may
No amendment or repeal of the provisions of this
Article which adversely affects the right of an indemnified person under this
Article shall apply to such person with respect to those acts or omissions which
occurred at any time prior to such amendment or repeal, unless such amendment or
repeal was voted by or was made with the written consent of such indemnified
This Article constitutes a contract between the
Society and the indemnified Officers, Trustees, and employees. No amendment or
repeal of the provisions of this Article which adversely affects the right of an
indemnified Officer, Trustee, employee or committee member under this Article
shall apply to such Officer, Trustee, employee or committee member with respect
to those acts or omissions which occurred at any time prior to such amendment or
8.6 – PROHIBITED ACTIVITIES
No part of the net income of the Society may under
any circumstances inure to the benefit of any Officer, Trustee, Member or other
individual except as permitted by law.
No substantial part of the activities of the
Society shall consist of carrying on propaganda or otherwise attempting to
influence legislation. The Society shall not participate in or intervene in
(including the publishing or distributing of statements) any political campaign
on behalf of any candidate for public office.
8.7 - WAIVER OF NOTICE OF MEETINGS
Unless otherwise provided by law, notice of a
meeting of the Members, the Board, or any committee need not be given to any
Member, Trustee, or committee member, as the case may be, who submits a waiver
of notice, whether before or after the meeting. Waiver may be written or
electronic. If written, the waiver must be executed by the Member, Trustee, or
committee member by signing such waiver or causing his or her signature to be
affixed to such waiver by any reasonable means, including, but not limited to,
facsimile signature. If electronic, the transmission of the waiver must be sent
by electronic mail and must set forth, or be submitted with, information from
which it can reasonably be determined that the transmission was authorized by
the Member, Trustee, or committee member.9 The presence of any Member
at a meeting, without protesting prior to the conclusion of the meeting the lack
of notice of such meeting, or of any Trustee who attends a meeting without
protesting, prior thereto or at its commencement, the lack of notice of such
meeting to such Trustee, will constitute a waiver of notice.10
8.7 - AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed, and new
Bylaws not inconsistent with any provision of the Certificate of Incorporation
of the Society or the laws of the State of New York may be made in the following
ways: (1) at any meeting of the Members at which a quorum is present, by the
affirmative vote of two-thirds of the Members present in person or by proxy, or
(2) at any meeting of the Board, by the affirmative vote of two-thirds of the
entire Board; provided, however, that no such amendment, repeal or new Bylaws
may be made at any meeting, whether of the Members or of the Board, unless the
substance and effect of the proposed amendment, repeal or new Bylaws shall have
been stated in the notice of the meeting, which notice shall be given either 1)
personally, 2) by first class mail, 3) by facsimile, or 4) by electronic mail
not less than thirty (30) days prior to the meeting unless a longer time shall
be required for notice of such meeting by other provisions of these Bylaws.
Approved by the Board of Trustees on October 16, 2014.
1. See Section 708(c) of the NPCL.
2. Name to be
determined upon creation.
3. The deleted language (or an approximation of it)
would more appropriately be included in the Society’s Conflict of Interest
4. See Section 708(c) of the NPCL.
5. See Section 708(b) of the
6. See Section 708(b) of the NPCL.
7. Please confirm whether the
Finance Committee should also assume the role of an audit committee, or whether
there should be a separate audit committee.
8. See Section 712-a of the NPCL.
9. See Sections 606 and 711(c) of the NPCL.
10. See Sections 606 and 711 of