Policies and By-Laws
SIXTH Amended and Restated Bylaws of Building Owners and Managers Association of Jacksonville, Inc.Effective as of the 10th day of May, 2023
SECTION 1. Definition of Bylaws. These bylaws (these “Bylaws”), constitute the code of rules adopted by the Building Owners and Managers Association of Jacksonville, Inc., a Florida non-profit corporation (the “Association”), for the regulation and management of its affairs.
SECTION 2. Purposes. The Association is organized and shall be operated exclusively for professional and educational purposes, which purposes shall include, but are not limited to, the advancement of building ownership and management and such other related purposes within the greater Jacksonville area.
Name and Offices
SECTION 1. Name. The name of this Association is Building Owners and Managers Association of Jacksonville, Inc.
SECTION 2. Office. The principal office of this Association in this state shall be located at such place as determined by the Board of Directors. The Association may have such other offices for the transaction of business at other locations as the Board of Directors may designate or as the business of the Association may require.
SECTION 3. Registered Office and Registered Agent. The Association shall have and continuously maintain in the State of Florida a registered agent whose office is identical with such a registered office as required by the Florida Statutes. The registered office may be, but need not be, identical with the principal office in the State of Florida, and the address of the registered office may be changed from time to time by the Board of Directors.
SECTION 1. Classification. The classifications, qualification, privileges, and obligations of members (each a “Member” and collectively, the “Membership”) shall be as set forth in this Article. Admission of any new Members are subject to the review and approval of the Board of Directors by majority vote. The Board of Directors may remove any Member at any time by unanimous vote.
- (1) Principal Members. The basic unit of membership of this Association shall consist of individuals and entities who are owners, managers or leasing brokers of commercial buildings or other commercial real property facilities (each a “Principal Member”). Principal Members shall be represented by one or more representatives (each a “Designated Representative”), employed and chosen by the Principal Member. All Designated Representatives shall be considered when calculating ratios for the BOMA International and BOMA Florida rosters.
(2) Principal Supplemental Members. “Principal Supplemental Members” shall be individuals who hold one of the following positions or substantial equivalent: Assistant Property Manager, Assistant Real Estate Manager, Assistant General Manager, Tenant Coordinator, or Property Administrator, and who also has a membership under the Principal category above. Principal Supplemental Members are considered members of BOMA International and BOMA Florida.
(3) Principal Engineer Members. “Principal Engineer Members” shall be individuals who are employed by a current paid Principal Member. When there is only one Principal Engineer Member, the Principal Engineer Member shall pay for and receive full benefits. To the extent there are more than one Principal Engineer Members who are employed by a current paid Principal Member, the first Principal Engineer Member shall receive full benefits. Each additional Principal Engineer Member employed by the same Principal Member may elect whether to pay for and receive full benefits or only receive local benefits. The Principal Engineer Members who receive full benefits shall be considered a Designated Representative when calculating ratios for the BOMA International and BOMA Florida rosters.
- Broker Members. “Broker Members” shall be individuals or entities who lease properties or who are dedicated brokering or sales agents for properties in the Northeast Florida area, but who do not manage properties. Broker Members shall be represented by one or more representatives (each a “Designated Representative”), employed and chosen by the Broker Member. All Designated Representatives shall be considered when calculating ratios for the BOMA International and BOMA Florida rosters.
- Emerging Professionals. “Emerging Professionals” shall be property managers and assistant property managers who have been in the real estate business for five (5) years or less and are employed by a company that already has one Principal member. The Emerging Professional may pay for and elect whether to receive full benefits or only receive local benefits. The Emerging Professional who receives full benefits shall be considered a Designated Representative when calculating ratios for the BOMA International and BOMA Florida rosters.
- Associate Members. “Associate Members” shall be individuals or entities who provide services or products related to the operation and maintenance of commercial buildings or other commercial real property facilities. Associate Members shall be represented by one (1) or more Designated Representatives chosen by the Associate Member. Only one (1) Designated Representative shall receive full benefits and be calculated into the ratio for the BOMA International and BOMA Florida rosters, all others shall receive local benefits only.
- Student Members. “Student Members” shall be individuals who are enrolled full time (minimum twelve (12) credit hours or the full time credit hours equivalent for any graduate level program) in a college or university under a real estate major or business major. Proof of enrollment must be provided at the time of application. Student Members shall receive local benefits only.
- Complimentary Members. “Complimentary Members” shall be persons or organizations who provide services to the Association that merit complimentary membership in the Association, as determined by the Board of Directors. Complimentary Members shall not be obligated to pay dues or assessments to the Association and shall not have voting privileges on matters presented to the Association for a vote by virtue of their status as Complimentary Members. Upon the approval of the Board of Directors, Complimentary Members may be compensated by the Association for their services in addition to being granted Complimentary Member status. The Board of Directors may, at its discretion, revoke the membership of any Complimentary Member at any time. Complimentary Members will be reported on the BOMA International Roster and BOMA Florida Roster as deemed appropriate or necessary by the Board of Directors.
- Transitional Members. In the event that a Designated Representative of a Principal Member is terminated by or resigns from employment with that Principal Member, such Designated Representative’s membership shall automatically be deemed converted to a “Transitional Member Representative,” possessed of all the privileges and obligations of membership (except there shall be no obligation for that Transitional Member Representative to pay dues) (“Transitional Membership”). Such Transitional Membership shall expire at the earlier of (i) ninety (90) days after the termination or resignation from the Principal Member as referred to above, or (ii) thirty (30) days after the Designated Representative begins a new job. The Board may grant the Transitional Member Representative one (1) additional ninety (90) day Transitional Membership extension (“Additional Transitional Membership”), by a majority vote of the Board of Directors, in which case the Additional Transitional Membership shall expire at the earlier of (i) ninety (90) days after the end of the Transitional Membership, or (ii) thirty (30) days after the Transitional Member Representative begins a new job.
- Corporate Associate Members. “Corporate Associate Members” shall refer to companies with two (2) or more Associate members. One designated company representative will receive all information from BOMA International and BOMA Florida, and that designated member will be the member of record for BOMA International. Each additional representative listed will be able to participate in all BOMA Jacksonville functions but will not be reported to BOMA International.
- Lifetime Members. “Lifetime Members” shall be designated by the Board of Directors. Any representative of a Principal Member or Associate Member who has at least twenty (20) years of continuous membership in the Association is eligible to become a Lifetime Member. Each Lifetime Member shall be entitled to one (1) vote on all matters presented to the Association for a vote. Lifetime Members shall not be obligated to pay dues or assessments.
SECTION 2. Membership Ratio. The Association shall achieve and maintain a minimum balance of fifty percent (50%) Principal Membership base. At any time the Principal Membership falls below a fifty percent (50%) ratio reported on the BOMA International and BOMA Florida rosters, a waiting list for Associate Members shall be established and any Associate Member application shall be placed on the waiting list.
SECTION 3. Eligibility. Membership is open to all individuals and entities involved in commercial buildings or other commercial real property facilities in the Association geographic area as that area is defined by the Federation Agreement dated February 18, 1988 executed with BOMA International. Individuals and entities not engaged in such business within the defined area may apply and be considered for membership to the Association provided, however, that their business location is not included in the geographic area outlined by a Federation Agreement executed by BOMA International and another BOMA Local. Exceptions can be made with permission from BOMA Local or BOMA International.
SECTION 4. Manner of Admission. Unless a waiting list has been incorporated due to a failure to meet the member ratio requirement as set forth in Article III, Section 2 of these Bylaws, an applicant shall become a Member upon submission of an application, payment of required dues, and satisfaction of all eligibility requirements set forth in Article III, Section 3 of these Bylaws.
SECTION 5. Continued Membership. The Board of Directors of the Association shall establish annual dues for membership classifications and Members shall continue in good standing when the annual dues are paid by March 1st. Good standing means that the Member is in compliance with these Bylaws, the requirements set forth on the membership application and all of the policies and procedures of the Association. The Board of Directors may, at its discretion, review the membership eligibility of each Member.
SECTION 6. Voting Rights. Each Member reported to the BOMA International and BOMA Florida rosters, is entitled to one (1) vote on each matter submitted to a vote of the Membership. Student Members and Complimentary Members shall not have voting privileges on matters presented to the Association for a vote by virtue of their status as Student Members or Complimentary Members, as applicable.
SECTION 7. Transfer of Membership. Membership in this Association is non-transferable and non-assignable unless written notice is given from the company-Member wishing to assign or transfer such membership due to a merger or transfer of property ownership/management. However, a Principal Member or Associate Member may replace its Designated Representative upon giving written notice to the Association, provided the replacement Designated Representative is qualified under Article III, Section 3 of these Bylaws.
SECTION 8. Termination of Membership. Membership shall terminate in this Association upon the occurrence of any of the following events, and for no other reason:
- Receipt by the Board of Directors of the written resignation of a Member, executed by such Member or a duly authorized attorney-in-fact.
- Removal in accordance with these Bylaws as amended from time to time.
- Failure to pay within sixty (60) days any amounts due and owing to the Association, including, but not limited to, special assessments, and failure to pay before March 1st, annual membership dues for the current calendar year. Members who join between March 1st and July 1st shall pay, in advance, membership dues for a full calendar year.
- Breach of a duly adopted code of ethics or any other policies as may be adopted by the Board of Directors from time to time.
- Majority vote of the Board of Directors to terminate any Complimentary Member.
SECTION 9. Restriction of Rights. No Member shall communicate for the Association to the news media or anyone else without specific express authority from the Board of Directors.
SECTION 1. Place of Meeting. Any meeting of the Members shall be held at a place appointed by the Board of Directors.
SECTION 2. Notice of Meetings. Written or printed notice stating place, day and hour of any meeting of the Members shall be delivered either personally, by mail, facsimile and/or electronic mail to each member entitled to vote at such a meeting and not less than ten (10) days before the date of such meeting.
SECTION 3. Quorum. The presence in person or by a properly completed proxy of at least twenty-five percent (25%) of the Members of the Association eligible to vote, including at least two (2) officers of the Association, shall constitute a quorum at any meeting of the Members of the Association for purposes of transacting business.
SECTION 4. Annual Meeting of Members. The Annual Meeting of Members (the “Annual Member Meeting”) shall be held at such time and place as directed by the Board of Directors. The Annual Member Meeting shall have as one of its purposes the report of the activities of the Association during the previous year and the election of Officers and Directors.
SECTION 5. General Meeting of Members. General Membership meetings of the Members of the Association shall be held monthly unless otherwise directed by the Board of Directors.
SECTION 6. Special Meetings of Members.
- Special meetings of the Members may be called by any one of the following:
- A majority of the Members of the Board of Directors;
- The President; or
- Voting Members having at least twenty-five percent (25%) of the votes which all Voting Members are entitled to cast at such meeting.
- No business other than that specified as the purpose in the notice of the special meeting shall be discussed or transacted at such special meeting.
SECTION 7. Members’ Proxy Voting. A Voting Member may vote either in person or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. No proxy shall be recognized as valid after eleven (11) months from the date of its execution unless expressly provided otherwise in the proxy.
SECTION 1. Definition of Board of Directors. The “Board of Directors” (also referred to herein as the “Board”) is that group of persons (each a “Director”) who shall establish policies and procedures and provide management and planning of this Association subject to the law, the Articles of Incorporation, and these Bylaws.
SECTION 2. Qualifications of Directors. The qualifications for becoming and remaining a Director of this Association having the right to vote is that the proposed Director must: (a) have been a Member of the Association in good standing for at least one (1) year prior to his or her nomination, (b) be over the age of eighteen (18) years. Notwithstanding the foregoing, in the Board’s discretion upon extenuating circumstances, the eligibility requirements of (a) above may be waived (e.g., for an exceptional candidate such as a candidate with special qualifications or one that has transferred from another BOMA Local).
SECTION 3. Number and Right to Vote of Directors. The Board of Directors shall consist of a minimum of seven (7) and a maximum of fifteen (15) Directors (including officers, Executive Director (BAE) and Legal Advisory Director) elected for one (1) year terms. The Board shall consist of the officers, immediate former president and other qualified members of the Association. A majority of the board shall consist of principal members whenever possible. The Executive Director (described in Article VI, Section 7 of these Bylaws) and Legal Advisory Director (described in Article VI, Section 8 of these Bylaws) shall be made part of the Board of Directors without a voting right.
SECTION 4. Terms, Election and Removal of Directors.
- Directors shall have a term of one (1) year commencing January 1st of each year. Each Director shall hold office for the term for which he/she was elected and until a successor has been elected and qualified.
- Directors, except for the Legal Advisory Director, shall be elected by a majority vote of the Membership eligible to vote. A Nominating Committee shall consist of the Immediate Past President, current President and President-Elect and two (2) Associate Members. The two (2) Associate Members shall be selected by the Immediate Past President, current President and President-Elect and all must meet the qualifications according to the Association Nominating Procedures. At a meeting of the Board of Directors, the Nominating Committee shall present a slate of nominees to the Board of Directors for the coming year, and this slate shall be presented and voted on at the Annual Meeting. In the event a nomination from the floor is made and seconded at the Annual Meeting, each of the proposed Directors from the slate of Directors, with the exception of the Legal Advisory Director, shall be voted on individually by the Membership eligible to vote, and the fourteen (14) candidates receiving a plurality of the votes shall be declared as the Board of Directors. The fourteenth (14th) candidate shall be the Executive Director and shall not have a voting right. The Legal Advisory Director shall be elected by the Board of Directors during the November business meeting and shall be given Complimentary Member status in the Association.
- A Director may be removed from office by an affirmative vote of at least a majority of the Members of the Board of Directors, when such action will serve the best interests of this Association.
- Directors who are absent from three (3) monthly Board meetings during a term or two (2) unexcused consecutive monthly Board meetings may be removed from office by a majority vote of the Board of Directors (where the proposed removed Director will not be permitted to vote).
SECTION 5. Vacancies on the Board. Resignation of a Director shall become effective immediately or on the date specified by the resigning Director and a vacancy shall be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors, whether by resignation, removal, death or otherwise, may be filled by a majority vote of the Directors remaining on the Board of Directors. The new Director elected to fill the vacancy shall serve for the unexpired term of the predecessor in office.
SECTION 6. Place of Meetings of Directors. Meetings of the Board of Directors, both regularly scheduled meetings and special meetings, shall be held at such place or places as the Board of Directors designates.
SECTION 7. Regular Meetings of Directors. Meetings of the Board of Directors shall be held at least ten (10) times per year unless otherwise directed by the Board. Written notice stating the place, day and hour of each monthly meeting shall be delivered to each Director and all Members either personally, by mail, facsimile or electronic mail, or by posting notice of the meeting on the Association’s website or electronic calendar of the events. Such written notice shall be by or at the direction of the President or the Secretary and shall be provided no less than five (5) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his address as it appears on the records of this Association, with postage prepaid. If sent by facsimile or electronic mail, such notice shall be deemed delivered when transmitted. Such notice need not state the business to be transacted at or the purpose of such meeting.
SECTION 8. Notice of Special Meetings of Directors. Written notice stating the place, day and hour of any special meeting of the Board of Directors shall be delivered to each Director and all Members not less than three (3) days nor more than thirty (30) days before the date of the meeting, either personally, by mail, or by electronic device, by or at the direction of the President or the Secretary, or the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his address as it appears on the records of this Association, with postage prepaid, or if sent by electronic device, when transmitted. Such notice shall state the business to be transacted or the purpose of such meeting.
SECTION 9. Call of Special Meetings of Directors. A special meeting of the Board of Directors may be called by either the President or by a majority of the Directors. If said special meeting is held by way of electronic device, the subsequent results of said meeting shall be published in writing and distributed to all board members.
SECTION 10. Waiver of Notice. A director may waive notice of a special meeting of the Board of Directors in writing either before or after the meeting, and the waiver shall be deemed equivalent to giving notice. The attendance of a Director at a meeting shall constitute waiver of notice of the meeting unless he or she attends for the express purpose of objecting to the transaction of the business because the meeting has not been lawfully called or convened.
SECTION 11. Quorum of Directors. A majority of the Board of Directors then serving shall constitute a quorum. The act of majority of the Directors present at a meeting at which a quorum is presented shall be the act of the Board of Directors unless a greater number is required by law, by the provision of the Articles of Incorporation or by these Bylaws.
SECTION 12. Directors’ Meetings by Communications Equipment. Meetings of the Directors may be held through any equipment communications if all persons participating can hear each other, and participating in a meeting pursuant to this section shall constitute presence at such meeting.
SECTION 1. Roster of Officers. The officers of this Association (each an “Officer,” and collectively, the “Officers”) shall consist of the following:
(a) President (b) President-Elect
(c) Secretary (d) Treasurer
SECTION 2. Election of Officers; Eligibility. The Officers of the Association shall be elected annually by a majority vote of the Board of Directors who are eligible to vote, with the vote taking place at the December meeting of the Board of Directors, or at another designated Board of Directors meeting prior to the start of the new year. Any person may hold more than one Officer position provided however that the President cannot also serve as the Secretary. Notwithstanding anything to the contrary, unless the President-Elect decides that he/she does not want to serve as the President of the Association, the President-Elect shall succeed to the position of President on January 1st of the year following the calendar year in which the term of the prior President expires, and therefore, the position of President shall not be filled by election. If the President-Elect decides not the serve as President for the following year, the Board of Directors shall appoint a President by majority vote. Officers shall hold office commencing on January 1st of each year for a one (1) year term (until their successors take office). The Officers shall be Principal Members whenever possible.
SECTION 3. President. The President shall preside at all meetings of Members and of the Board of Directors. The President shall be Chief Executive Officer and head of the Association in the recess of the Board of Directors, the President’s actions being subject to its approval; and the President shall have the general control and management of its objects and affairs, and also, subject to the approval of the Board of Directors, may delegate any power not exclusively conferred upon the President, by the Bylaws, to any Officer or Officers of the Association or Members thereof.
The President shall appoint all committee chairpersons, unless otherwise provided by statute or these Bylaws. At the first regular meeting after election, the President shall appoint such standing and special committees as may be deemed necessary by the Board of Directors.
The President shall annually submit to the Members of this Association at their regular Annual Member Meeting a true, full and detailed report of the work done and results accomplished by the Association during the preceding year, and shall report all matters within such President’s knowledge, which are of interest to this Association.
The President shall only be entitled to vote as a Director to break a tie vote.
The President shall serve as Chairperson of the Executive Committee, which shall be made up of the President, President-Elect, Treasurer, Secretary, and Immediate Past President. The committee is delegated to be the action committee of the corporation and make recommendations to the Board of Directors as necessary. The Executive Committee shall perform such duties as are required under the Bylaws or as may be described by the Board of Directors.
SECTION 4. President-Elect. The President-Elect, shall, in the absence of the President or in the event of the President’s death, inability or refusal to act, perform the duties and exercise the powers of the President. The President-Elect also shall perform such other duties as from time to time may be assigned to them by the President or the Board of Directors.
SECTION 5. Secretary. The Secretary shall be responsible for such books, documents, and papers as the Board of Directors may determine. The Secretary shall attend and be responsible for the minutes of all meetings and proceedings of the Board of Directors and Members of the Association, and shall cause all votes to be recorded. The Secretary shall ensure that a record is maintained, containing the names, alphabetically arranged, of all persons who are Members of the Association, showing their places of employment, and such book shall be open for inspection as prescribed by law. The Secretary shall give, or cause to be given, notice of calls for dues and proper notice of all meetings of the Board of Directors and of the Association. It shall be the duty of the Secretary to perform the duties which may have been assigned by the Board of Directors to the Executive Director during any period in which there is no Executive Director or any time the Executive Director is unable to conduct the business delegated. The Secretary shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned by the Board of Directors. The Secretary may delegate any of the foregoing duties and obligations to the Executive Director but shall remain responsible for the proper performance of said duties and obligations.
SECTION 6. Treasurer. The Treasurer shall have charge and custody of all funds of this Association, deposit the funds as required by the Board of Directors, keep and maintain adequate and correct accounts of the Association’s properties and business transactions, render reports and accountings to the Directors and to the Members as required by the Board of Directors or by law, and perform in general duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. The Treasurer shall present an annual operating budget at the Board meeting in December to be voted on by the Board of Directors. The Treasurer may delegate any of the foregoing duties and obligations to the Executive Director but shall remain responsible for the proper performance of said duties and obligations.
SECTION 7. Executive Director (BOMA Association Executive). The Board of Directors may contract with an Executive Director to have general supervision over the routine activities and the operations of the Association, which such general supervision of the Executive Director shall be subject to the authority of the Board of Directors and President. The Executive Director shall be made part of the Board of Directors without a voting right.
SECTION 8. Legal Advisory Director. The Board of Directors may appoint an attorney to be a part of the Board of Directors without a voting right in order to advise the Association on matters such as policies, bylaw changes, and any business matters that would need legal advice.
SECTION 9. Vacancies. Resignation of an officer shall become effective immediately or on the date specified therein and a vacancy shall be deemed to exist as of such effective date. Any vacancy occurring, whether by resignation, removal, death or otherwise, shall be filled by the Board of Directors. The new Officer elected to fill the vacancy shall serve for the unexpired term of the predecessor in office.
SECTION 10. Removal of Officers. Any Officer elected or appointed to office may be removed by an affirmative vote of a majority of the Directors, whenever in their judgment the best interests of this Association shall be served.
SECTION 11. Compensation. No compensation shall be paid to the Officers for their services. No Officer shall be prevented from receiving compensation by reason of the fact that he is also engaged to perform services for the Association exclusive of the duties of being a Director in office. Such compensation shall be paid only at the direction of the Board of Directors.
SECTION 1. Fiscal Year. The fiscal year of the Association shall be from January 1st through December 31st of each year.
SECTION 2. Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and its Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members and directors.
SECTION 3. Inspection of Books and Records. All books and records of this Association may be inspected by any Member, Director or Officer, or his agent or attorney, for any proper purpose at any reasonable time upon ten (10) days prior written demand. The Board of Directors shall obtain a third-party to audit the Association’s financial records every two years unless, in the discretion of the Board of Directors, an audit of the Association’s financial records is unnecessary.
SECTION 4. Contracts, Checks, Deposits and Gifts.
- Contracts. The Board of Directors may authorize any Officer or Officers, or agent or agents of the Association, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances, and shall be memorialized in writing by either the minutes from a meeting of the Board of Directors, or a written resolution executed by the Board of Directors.
- The Board of Directors may authorize any Officer or Officers, or agent or agents of the Association to convey, sell, give, or otherwise dispose of property held by the Association and to invest, reinvest, administer, and deal with same in such manner as will best promote the interests of the Association. Such authority may be general or confined to specific instances.
- Checks, Drafts, Etc. With the exception of payments made from the Association’s online bill pay account, all checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by two Officers or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. The Executive Director is permitted to make payments from the Association’s online bill pay account provided that such payments are provided for in the annual operating budget. All payments and obligations not specifically provided for in the annual operating budget must be approved by the Board of Directors.
- Deposits/Accounts. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select. Unless otherwise approved by the Board of Directors, the only persons authorized to be on the Association’s account with any such banks, trust companies or other depositories are the President, Treasurer and Executive Director.
- The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or any special purpose of the Association.
Indemnification. The Association shall indemnify any Officer or Director, or any former Officer or Director, to the full extent permitted by the law.
Corporate Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Association the year of incorporation, and wording that the Association is a Florida non-profit corporation.
Amendment to Articles of Incorporation
Amendment to Articles of Incorporation. Amendments to the Articles of Incorporation may be made by a resolution adopted by a majority vote of the Board of Directors at any annual meeting or special meeting, provided at least ten (10) days written notice is given to each Director of the time and place of such meeting and the purpose thereof. Any amendment to the Articles of Incorporation so made must be approved by two-thirds (2/3) majority vote of the Board of Directors.
Amendment to Bylaws
SECTION 1. Amendments to Bylaws. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of two-thirds (2/3) of the Members present at such meeting to adopt the proposed Bylaws provided that at least ten (10) days written notice is given of the intention to alter, amend or repeal, or to adopt new Bylaws at such meeting.
SECTION 2. Ratification. These Bylaws shall become effective upon adoption by the Board of Directors. Adoption of these Bylaws shall revoke and annul any constitution or bylaws heretofore adopted.