We've recently updated ORCID'S Privacy Policy to be simple to understand and easy to navigate. We invite you to read it here.

Connecting research and researchers

You are here: Home / Our Governance / Bylaws

Bylaws

BYLAWS OF ORCID, INC.

A Delaware, Non-Stock, Non-Profit Corporation 


AS ADOPTED on 8 October 2010 and AMENDED ON 18 January 2012, 22 January 2013, 22 May 2013, 6 November 2015, 1 March 2017, 14 August 2017, 22 March 2018, 26 September 2018, September 2020, February 2021, May 2021 and 12 October 2023.


ARTICLE I
NAME AND OFFICES


Section 1.  Name. The name of this corporation shall be ORCID, Inc. (the “Corporation” or “ORCID”).

Section 2.  Offices. The Corporation may have offices in such places as the Board may from time to time determine or the purposes of the Corporation may require. 


ARTICLE II
MEMBERSHIP


Section 1. Members. Members shall be those entities that have entered into a fully executed and accepted membership agreement with ORCID agreeing to be bound to the terms of ORCID’s membership agreement. The “Main Contact” listed on the membership agreement or such other person designated in writing by a Member (the “Member Delegate”) shall be the person who represents the Member for purposes of notice, voting and otherwise acting on behalf of the Member. Such person may be changed from time to time upon written notice by the Member Delegate or the executive officers of the Member to the Executive Director or Secretary of ORCID, and such change shall become effective upon receipt of notice by the Executive Director or Secretary (or later date if specified in the notice).  Unless otherwise indicated by the Member in writing, the email address for the Main Contact on the membership agreement shall be the email address for purposes of any notice or verification for Members hereunder or otherwise required under Delaware law.

Section 2. Qualifications. Any entity with a demonstrated interest in scholarly communication that desires to support the mission and purpose of ORCID and that otherwise meets the terms and conditions of membership set forth from time to time by the Board of Directors (the “Board’), may apply to become a Member of ORCID by entering into a membership agreement with ORCID. The rights, duties, privileges and requirements of Members shall be determined, and may be modified, by the Board from time to time. The Board may further classify Members for purposes of the payment of dues, participation in the activities of ORCID or for any other purpose deemed appropriate by the Board. 

Section 3. Application. Applications for membership must be approved by the affirmative vote of the Board or by the Executive Director; provided, however, that the Board may override a membership decision made by the Executive Director.  

Section 4. Membership Dues and Obligations. If so determined by the Board, all Members of ORCID will be obligated to pay membership dues (which may be pro-rated for Members who join mid-year) and make other commitments in such manner and at such times as may be determined by the Board, and to abide by the provisions of these Bylaws and any and all policies and procedures adopted by the Board.  All Members who are current with their dues payments, if any, and who remain in compliance with applicable Member policies and procedures then in effect shall be considered Members in good standing.

Section 5. Effective Date of Membership. Membership shall become effective upon the membership start date or such other time as stated in a fully executed and accepted membership agreement. 

Section 6. Suspension; Removal; Resignation.
a.  Suspension. The Board or the Executive Director may remove or suspend any Member for failure to pay annual or other dues in a timely manner, until such time as such dues are paid, or for breach of any other condition set forth in a membership agreement. In addition, the Board may elect to remove or suspend any Member for failure to comply with any other terms, conditions and/or qualifications of membership, as determined by the Board from time to time. Notwithstanding the foregoing, any removal or suspension made by the Executive Director may be overridden by the Board.
b.  Removal. Any Member may resign upon written notice to the Executive Director or the Secretary of the Corporation. The resignation shall be effective as of the date set forth in the notice, and if no date is specified, upon receipt by the Secretary.  

Section 7.  Meetings. A meeting of the Members will be held annually (the “Annual Meeting of the Members”) for the election of Directors and the transaction of such other business as may properly come before the membership.  Unless otherwise fixed by the Board, the Annual Meeting of the Members will take place in advance of the Annual Meeting of the Directors.  At any time in the interval between annual meetings, a special meeting of the Members may be called by the Chair, the Secretary, or by any three Directors upon notice to the Secretary.  Any member meeting can be held all or in part by remote/virtual means, unless otherwise determined by the Board or Executive Committee. 

Section 8.  Notice.  Written notice which states the place (within or without the State of Delaware), date, and time of a meeting, and the means of remote communication, if any, by which Members may be deemed to be present in person and vote at such meeting, will be made by first class mail, courier service, electronic mail (unless the Member opts-out of electronic notice) or hand delivery and will be given not less than 10 nor more than 60 days before the date of the meeting to each Member (except as set forth in Section 9(f) below).  Notice of meetings need not be given to any Member who submits a signed waiver of notice whether before or after the meeting, or who attends a meeting without protesting, prior thereto or at its commencement, the lack of notice.

Section 9.  Action by Members.  
a. Quorum. 

At all meetings of the Members, a quorum shall be 10% of the Members (in person or by proxy) as of the Record Date (as defined in (d) below).  

b. Voting. 

Each Member in good standing (including payment of membership fees) shall be entitled to one vote.  Except as otherwise provided by law or by these Bylaws, the action of a majority of the Members present at any meeting at which a quorum is present (in person or by proxy) shall be the act of the Members. (See also Article III, Section 2(b) for election of Directors by the Members.)

c. Proxies. 

Voting by proxy shall be permitted for Members, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer duration.

d. Record Date. 

The record date for determining membership for purposes of notice and voting at a meeting shall be 60 days before the date of the Annual Meeting of the Members.

e. Action by Written Consent without a Meeting. 

Any action which may be taken at any meeting of the Members, may be taken without a meeting, if consents in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members having a right to vote thereon were present and voted. Sufficient consents must be received within 60 days of the earliest consent received, and may be in electronic form, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine that is was transmitted by the Member Delegate (or a proxy holder) and the date of transmission. No Member consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and filed with the records of the Corporation.
f. Other Voting Rights.

In addition to any other voting rights afforded to the Members under Delaware law, the consent of the Members (by majority of a quorum) shall be required for any the following actions after recommendation by the Board. Members will be given not less than 30 and nor more than 60 days’ notice of the place, time, purpose, and means of remote communication (if any) of a meeting at which there will be a vote on any such action.  

i.   Sale or other transfer of all or substantially all of the assets of the Corporation;
ii.  Merger or consolidation;
iii. Any change to ORCID’s principle that researchers are able to create an ORCID iD and edit and maintain an ORCID record free of charge;
iv. Amendment of this Article II, Section 9(f); and 

v. Dissolution of ORCID.

Section 10. Adjournment. At any adjourned meeting for which a quorum is present at the original meeting, any business may be transacted which might have been transacted at the original meeting. Notice of any adjourned meeting shall be given.  

Section 11. Records. Minutes shall be kept of each meeting of the Members and copies of such minutes or written consents of the Members shall be filed with the corporate records.


ARTICLE III
BOARD OF DIRECTORS


Section 1. Powers and Duties. The Board shall manage and control the affairs and property of the Corporation. All corporate powers, except such as are otherwise provided for in the Certificate of Incorporation, these Bylaws, or the laws of the State of Delaware, shall be and hereby are vested in and shall be exercised by the Board. The Board shall have full power to adopt rules and regulations governing all actions which it takes, except as otherwise provided by the laws of the State of Delaware, and shall have full authority with respect to the distribution and payment of monies received by the Corporation from time to time; provided, however, that the fundamental and basic purposes and powers of the Corporation, and the limitations thereon, as expressed in the Certificate of Incorporation, shall not thereby be amended or changed. The Board may, except as otherwise provided by the laws of the State of Delaware, delegate to committees of its own number, or to officers of the Corporation, such powers as it may see fit.

Section 2. Number, Election, Term of Office, Vacancies, Removal, and Resignation.
a. Number and Composition. 

  • The Board shall consist of between 11 and 16 voting Directors. The “entire Board” shall mean the number of Directors fixed by resolution of the Board or if not so fixed, the number of voting Directors who were elected as of the most recently held election of Directors as well as any voting Directors whose terms have not yet expired.
  • There shall be between 10 and 14 Member-Directors (as defined in subsection (c) below), supplemented by at least one and up to two Researcher-Directors (as defined in subsection (c) below). The Executive Director of the Corporation shall serve as an ex officio member of the Board without voting rights. 
  • The Board shall be comprised of a majority of individuals employed by or representing non-profit institutions (in either case, “Non-Profit Representatives”). 
  • The number of Directors shall be set by the Board and may be changed by majority vote at any meeting of the Board at which a quorum exists. 
  • No decrease in the number of Directors shall serve to diminish the term of any Director then in office.

b.   Election. 

  • The election of Directors by the Members shall be (i) by majority vote on a slate presented by the Nominating Committee following approval by the Board, or (ii) by plurality vote from among candidates presented by the Nominating Committee following approval of the Board and any candidate proposed in writing (to the Secretary) by any group of 20 or more Members (provided that no more than one Member of a particular consortium may be included in such group), provided such written nomination is accompanied by the consent of the nominee and delivered to the Secretary in a period of 30 days after the slate is announced. 
  • Election of Directors by the Members shall be by ballot, unless otherwise determined by the Board. Such ballots may be submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the Member Delegate (or a proxy holder).

c. Qualification. 

  • Each candidate for Director (other than the Executive Director) shall be (i) an employee, officer, or Director of a Member (“Member-Director”); or (ii) an active researcher (“Researcher-Director”).  
  • A Researcher-Director need not be affiliated with a Member; provided, however, that if they are affiliated with a Member, they shall not be affiliated with a Member represented on the Board at the time of election.
  • In the event that a Member-Director becomes no longer affiliated with a Member or the Member ceases to be Member, such Member-Director may continue to serve subject to subsection (e) below.  
  • No Member may be represented by more than one Member-Director on the Board at any time.


d. Term of Office.

  • Directors shall be elected for staggered three-year terms. 
  • Directors shall be divided into three classes so apportioned as to make the number of Directors and the number of Non-Profit Representatives in each class as nearly equal as possible. 
  • No Member-Director may serve for more than two consecutive three-year terms, except for Member-Directors filling vacancies for unexpired terms who may serve for the remainder of the unexpired term and two additional consecutive three-year terms. (After a hiatus of at least one year, a Member-Director may be elected to serve again.)
  • A Member that has had a Member-Director representative serving for two consecutive three-year terms must take one year off before it may have another Member-Director representative elected to the Board. 
  • A Researcher-Director may serve for only one three-year term, except for   Researcher-Directors filling a vacancy for an unexpired term who may serve for the remainder of the unexpired term and an additional three-year term. (After a hiatus of at least one year, a Researcher-Director may be elected to serve again.)  
  • A Director’s term commences at the Annual Meeting of the Board (as defined in Section 3 below) following their election and concludes at the beginning of the fourth Annual Meeting following their election, except in the following circumstances (i) death, resignation or removal, in which case the term shall expire at such an event, (ii) the Director is filling a vacancy, in which case the term shall commence as of the election and expire as set forth in Section 2(f), (iii) there is a change in the Member-Director’s affiliation or termination of the Member with which the Member-Director is affiliated, in which case the term shall expire as set forth in Section 2(e)(ii), or (iv) in the case elections have not taken place, the existing Directors shall remain in office until the next Board meeting following election of their successors.

e. Resignation and Removal.
i. Voluntary Resignation. Any Director may resign at any time by giving written     notice of such resignation to the Secretary or Chair of the Corporation.  

ii.  Change in Director’s Affiliation;Termination of Membership. Should a Member-Director cease to be employed by or affiliated with the Member which the Director represented at the time of election or the Member ceases to be a Member, then such Member-Director shall continue to serve until the next Annual Meeting of the Board; provided, however, that the Nominating Committee may recommend to the Board that such Member-Director should continue to serve for a shorter or longer period up to their full term.  The Nominating Committee’s recommendation shall be followed if approved by a majority vote of the Directors present and voting at any meeting of the Board at which a quorum exists.. If the Member-Director shall not serve for a full term, the Member-Director shall be deemed to have resigned as of the date of cessation of their service as Director, and the vacancy shall be filled as set forth in subsection (f).   
iii.  Death or disability. A Director shall be deemed to have resigned on the date of their death or if the Board determines in its reasonable judgment that the person is unable to fulfill their duties as a Director. In such an event, the vacancy shall be filled as set forth in subsection (f).
iv. Removal. Any Director may be removed, with cause, by a two-thirds  vote of the Directors present and entitled to vote at any meeting at which a quorum is present. In the event of such removal, the vacancy shall be filled as set forth in subsection (f).

f. Vacancies.

In the event of any vacancy on the Board arising as a result of increasing the number of Board members or any of the situations described in subsection (e), the Nominating Committee may recommend a candidate to serve as Director for the unexpired term, which candidate may or may not be (in the Nominating Committee’s discretion) affiliated with the same Member with which the resigning or removed Director was affiliated (in the case of situations described in subsection (e).  Approval shall be by majority vote of the Directors then in office, even if less than a quorum . 

g. Attendance. 

Directors are expected to attend regularly scheduled meetings. Failure to attend three consecutive regularly scheduled meetings shall be deemed cause for removal, and such a Director may be removed upon vote of two-thirds of the Directors as set forth in subsection (e)(iv) above. The resulting vacancy shall be filled in accordance with subsection (f) above.


Section 3. Annual Meeting; Notice. The Annual Meeting of the Board shall be held in February (or such other month as determined by the Board) at a date, time and place fixed by the Board. Notice of the date, time and place of such Annual Meeting shall be given in written form (electronic transmission shall suffice). 

Section 4. Special Meetings; Notice. A special meeting of the Board may be called at any time by the Chair, by a majority of the entire Board, or by any other individual so authorized by the Board. Notice of the date, time and place of such special meeting shall be given to all Directors in written form (electronic transmission shall suffice). Except as otherwise provided in these Bylaws, any business may be transacted at any duly called Board meeting. 

Section 5. Regular Meetings; Notice. Regular meetings of the Board may be held at such time and place as shall be fixed by the Board or as set forth in a written notice (electronic transmission shall suffice) to all Directors. 

Section 6. Participation or Meeting by Remote Communication. Any member of the Board may participate in any meeting thereof by means of a conference telephone or similar device by which all persons can hear all other persons participating in the meeting at the same time.  The Board may also determine that any annual, special or regular meeting shall not be held at any place, but may instead be held solely by means of remote communication, in which case the notice of meeting shall describe the means for such remote communication. 

Section 7.  Quorum. Except as otherwise provided in these Bylaws, at all meetings of the Board, a majority of the entire Board shall constitute a quorum for the transaction of such business.

Section 8. Voting; Action of the Board. The action of a majority of the Directors present and entitled to vote at any meeting at which a quorum is present shall be the act of the Board, except as otherwise provided by these Bylaws. 

Section 9. Actions Requiring Super-Majority Vote. The following matters will require the affirmative vote of two-thirds of the Directors present and entitled to vote at any meeting at which a quorum is present to constitute the valid act of the Board: (a) approving the Corporation’s annual budget; (b) incurring certain capital expenditures or approving certain grants or contracts as per the Corporation’s schedule of authorities; (c) amending any of the Corporation’s governing documents (e.g., Certificate of Incorporation, Bylaws); (d) hiring or terminating the Executive Director; and (e) removing any Director.

Section 10. Action by Unanimous Written Consent without a Meeting.  Any action required or permitted to be taken by the Board or a committee thereof may be taken without a meeting if all members of the Board or such committee unanimously consent to such action in writing (electronic transmission shall suffice). After an action is taken, consents relating thereto shall be filed with the minutes of proceedings of the Board in the same form as the minutes are maintained. 

Section 11. Adjournment. At any meeting of the Board, whether or not a quorum is present, a majority of the Directors present may adjourn the meeting to another time and place without further notice to any absent Director. At any such meeting following such adjournment at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 12. Compensation. Directors with voting privileges shall serve without compensation for their services as such.  


ARTICLE IV
OFFICERS


Section 1. Officers. The officers of the Corporation shall be the Chair, the Secretary, and the Treasurer, and may include such other officers, including one or more Vice Chairs and an Executive Director, with powers and duties not inconsistent with these Bylaws, as the Board may from time to time appoint or elect.  All officers other than the Executive Director and the Secretary must be voting Directors.  Any two or more offices may be held by the same individual, except the offices of Chair and Secretary. No instrument to be signed by more than one officer may be signed by one person in more than one capacity.

Section 2. Election, Term of Office, Qualifications; Resignation and Removal. 

  • The officers of the Corporation (other than the Executive Director) shall be recommended by the Chair and elected at the Annual Meeting of the Board or at such other time as the Board may determine necessary. 
  • Each shall be elected for a one-year term, unless otherwise specified in these Bylaws, and each shall serve until a successor shall have been elected and qualified, or until earlier death, resignation or removal. 
  • Any officer may resign at any time by giving written notice of such resignation to the Chair or Secretary of the Corporation. 
  • Any officer may be removed, with or without cause, by a vote of a majority of the entire Board. 
  • Subject to Article III, Section 9(d) above, the Executive Director shall serve at the pleasure of the Board.

Section 3. Vacancies. Any vacancy in any office arising at any time from any cause may be filled for the unexpired term by a majority vote of the Directors at a meeting at which a quorum is present.

Section 4. Chair: Powers and Duties. The Chair represents the Board to ORCID members and communicates the Board’s position. The Chair shall preside at all meetings of the Board and lead the Board in its governance functions. The Chair works with the Executive Committee, Committee chairs, and the Executive Director to set priorities and create agendas for the meetings of the Board and its committees. The Chair shall lead a regular review of Board effectiveness, act as supervisor and conduct an annual review of the Executive Director, and recommend Officers for Board approval.  The Chair shall perform such other duties as may be assigned by the Board.

Section 5. Vice Chair: Powers and Duties. The Corporation may appoint one or more Vice Chairs, as determined by the Board. The Vice Chair(s) will assist the Chair and preside at meetings in the absence of the Chair or in the event of Chair recusal. The Vice Chair(s) shall perform such other duties as may be assigned by the Board.

Section 6. Executive Director: Powers and Duties. The Corporation may appoint an Executive Director, who shall be the Corporation’s chief executive and operating officer and, subject to the control of the Board, shall have general charge and supervision of the day-to-day business and operations of the Corporation. The Executive Director shall be an ex-officio, non-voting member of the Board. The Executive Director shall perform such other duties as may be assigned by the Board. 

Section 7. Secretary: Powers and Duties. The Secretary shall perform all the duties incident to the office of Secretary, subject to control of the Board, including ensuring (a) the provision of notice of Board meetings, (b) the recording of minutes for Board meetings and their timely circulation to the Board, (c) maintenance of corporate records and compliance with legal and filing requirements associated with those records, and (d) elections take place in accordance with the Bylaws and policies adopted by the Board. The Secretary shall do and perform such other duties as may be assigned by the Board.

Section 8. Treasurer: Powers and Duties. The Treasurer is charged with overseeing the management and reporting of the organization’s finances to the Board and financial policies in partnership with the Executive Director. Whenever required by the Board, the Treasurer shall render or cause to be rendered a statement of the Corporation’s accounts. The Treasurer shall at all reasonable times exhibit or cause to be exhibited the Corporation’s books and accounts to any officer or Director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the control of the Board. If there is no Vice Chair then in office, the Treasurer shall assume the powers and duties of the Vice Chair. The Treasurer shall perform such other duties as may be assigned by the Board.

Section 9. Compensation. Officers of the Corporation who are not elected members of the Board of Directors may receive such reasonable compensation for service as an officer as the Board may determine.


ARTICLE V
COMMITTEES


Section 1. Standing Committees. The Corporation shall have an Executive Committee, an Audit & Risk Committee, a Nominating Committee, and such other standing  committees as the Board may create from time to time by a resolution adopted by a majority of the entire Board. Standing Committees may have delegated authority to make decisions on behalf of the Board (such as the Executive Committee and the Audit & Risk Committee) or may be advisory in nature (such as the Nominating Committee) with final decision making retained by the Board. Standing committees may consist of Directors and non-Directors; provided, however (i) the majority of members and the chair of such committees shall be Directors, and (ii) such committees with delegated Board authority  shall only have Directors as voting members (with  any non-Directors shall participate as non-voting members).  Each Committee shall have the authority granted by the Board in these Bylaws, in a charter adopted by the Board, and/or by resolution. However, no Committee shall have the authority to: (a) fill vacancies in the Board; (b) amend or repeal the Bylaws or adopt new Bylaws; (c) amend or repeal any resolution of the Board which by its terms shall not be so amendable or repealable; or (d) approve or adopt, or recommend to the Members, any action or matter expressly required by Delaware law to be recommended to Members for approval. Any action taken by such Committees between meetings of the Board shall be reported to the Board at its next meeting. At any time that a Standing Committee is not populated, the Board shall assume the responsibilities for such Committee. 

Section 2. Ad Hoc Committees. The Board shall have the authority to create ad hoc committees not having or exercising the authority of the Board to provide guidance or recommendations to the Board or the Corporation on specific issues or endeavors from time to time as it deems appropriate.Such committees shall have only the duties specifically delegated to them by the Board.

Section 3. Committee Procedures.  General procedures of the committees shall be governed by rules fixed by the Board in committee charters. All committee members shall serve at the pleasure of the Board.


ARTICLE VI
AGENTS AND REPRESENTATIVES


The Board may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law. Notwithstanding the foregoing, the Executive Director may appoint registered agents as may be required or advisable in connection with federal or state registration requirements.  


ARTICLE VII
CONTRACTS, LOANS, CHECKS, BANK ACCOUNTS, AND INVESTMENTS


Section 1. Contracts. The Board, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to a specific instance. Unless authorized by these Bylaws or the Board pursuant to this Section 1, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily, for any purpose or to any amount. The Executive Director shall have the authority to enter into contracts and execute and deliver an instrument in the ordinary course in the name of and on behalf of the Corporation, consistent with any schedule of authorities adopted by the Board from time to time.

Section 2. Loans. The Corporation shall not borrow money, whether by issuing notes, bonds or otherwise, except with approval of the Board.

Section 3. Banks; Checks. The Executive Director shall from time to time and as necessary select such banks or depositories as they shall deem proper for the funds of the Corporation. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money.

Section 4. Investments. The funds of the Corporation may be retained in whole or in part in cash, or may be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, but only as the Board may deem desirable.


ARTICLE VIII
POLICY ON CONFLICT OF INTEREST


To ensure adherence by Board members and officers to the highest ethical standards in all matters affecting the Corporation, the Board shall from time to time adopt a conflict of interest policy. This policy shall govern all interactions between the Corporation and Board members and officers respectively, and shall be designed to identify conflicts of interest and require full disclosure by the individual involved of any conflict or potential conflict. All Board members and officers will be required to sign the policy on an annual basis.

ARTICLE IX
INDEMNIFICATION


Section 1. In General. The Corporation shall indemnify each member of its Board; each of its officers; each committee member who is not a Director; each employee or agent of the Corporation designated for indemnification by the Board; and each person serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (hereinafter all referred to more generally as “Directors and officers”), who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, whether or not brought by or in the right of the Corporation, in a manner and to the fullest extent now or hereafter permitted by the Delaware General Corporation Law (“DGCL”), upon such determination having been made as to such person’s good faith and conduct as is required by the DGCL.

Section 2. Applicability. Every reference in this Article IX to Directors and officers of the Corporation shall include every Director and officer thereof or former Director and officer thereof. The right of indemnification herein provided for shall be in addition to any and all rights to which any Director or officer of the Corporation otherwise might be entitled, and the provisions hereof shall neither impair nor adversely affect such rights.

Section 3. Insurance. The Corporation may purchase and maintain insurance to indemnify the Corporation and the indemnified parties in a manner and to the fullest extent now or hereafter permitted by law.


ARTICLE X
FISCAL YEAR


The fiscal year of the Corporation shall be the calendar year.


ARTICLE XI
AMENDMENTS


Section 1. By-laws. The Members shall have the power to make, alter, amend and repeal the Bylaws by the affirmative vote of two-thirds of the all Members; provided, however, that notice of the proposed amendment or amendments shall have been included in the meeting notice which is given to the Members. The Board shall have the power to make, alter, amend and repeal the Bylaws by the affirmative vote of two-thirds of the Directors present and entitled to vote at any meeting at which a quorum is present.; provided, however, that notice of the proposed amendment or amendments shall have been included in the agenda distributed in advance in the case of a meeting.

Section 2. Certificate of Incorporation. The Board shall have the exclusive power to make, alter, amend and repeal the Certificate of Incorporation of the Corporation by the affirmative vote of two-thirds of the Directors present and entitled to vote at any meeting at which a quorum is present, subject to obtaining any necessary governmental approval for any such action; provided, however, that notice of the proposed amendment or amendments shall have been included in the agenda distributed in advance in the case of a meeting.

Section 3. Qualification as tax-exempt organization. Notwithstanding Sections 1 and 2, no such action shall be taken that would adversely affect the qualification of the Corporation as an organization exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.