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WCA By Laws
   
ARTICLE I - GENERAL   
 

Section 1.1 – Name. The name of this association is Western Carwash Association (“Association”), as set forth in the Articles of Incorporation (“Articles”) filed with the Office of the California Secretary of State, as the same may be amended from time to time.

Section 1.2 – Principal Office; Location of Meetings. The principal office for the transaction of business for the Association is currently fixed and located in the County of Sacramento, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another within the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, Oregon, Utah, Wyoming or Washington. All Board meetings and meetings of Members, as such term is defined below, shall be conducted within one of the states identified above as shall be determined by the Board of Directors from time to time.

Section 1.3 –Purpose. This Association is specifically formed to establish and operate a trade association for the purpose of advancing the welfare and business interests of persons and entities that provide carwash services within the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, Oregon, Utah, Wyoming and Washington.  To achieve this objective, the Association shall promote increased awareness of the services provided by the Association's members in particular and by carwash operators in general; to advance the interest of the industry and its members before the legislative, judiciary and regulatory arenas and other Federal, State and local regulatory authorities; develop educational programs to improve the competency of its members and other carwash operators from a quality of service, customer relations and general business standpoint; foster a reputation and culture of honesty and fair business dealings among its members in particular and carwash operators in general; provide a forum for the exchange of information among its members, other carwash operators within the western United States and the general public; comply fully with the federal antitrust laws and antitrust statutes enacted by the states in which our members operate; address and take action to fulfill the needs and desires of carwash operators within the states our members operate in; promote the establishment of local networks of carwash operators and material suppliers; interface with similar trade associations on a regional, national and international basis; and do such other acts and conduct such other related business as necessary to fulfill the goals of this Association as set forth in this Article and as established by the Board of Directors from time to time in accordance with the purposes of this Association.

 
ARTICLE II - MEMBERSHIP; MEETINGS   

Section 2.1 Eligibility. Any person, firm, organization, partnership, association, sole proprietorship, company, corporation, limited liability company or other entity who directly or indirectly is engaged in car washing, conveyor/self-service washing or a business associated with the Industry in the United States of America, shall be eligible for membership in this Association and may become a member ("Member") , provided, however, all labor organizations and their officers, directors, representatives, agents, service employees, subsidiaries and attorneys (collectively, the "Labor Related Group"), and any and all members, persons or organizations acting in consort with, representing or participating with any Labor Related Group are specifically excluded from, and are ineligible for, membership in the Association.

Section 2.2 Admission. Membership may be obtained in this Association, and a person or entity shall become a member ("Member") in this Association, only by submission (via U.S. mail, electronic mail, facsimile or hand delivery) of a written application by any person or entity eligible for membership pursuant to Section 2.1, above, accompanied by such dues and initiation fees as may be required by the Board of Directors (in the case of an entity, the application shall be signed by an officer or an authorized agent of the entity).

Section 2.3 – Members’ Rights and Duties. Each Member shall have the following rights and duties:

(a) Pay Dues. Each Member shall be obligated to pay to the Association when due such membership fees and charges in such amounts as may be set from time to time by the Board.

(b) Compliance with Governing Documents. Each Member shall comply with the Association's governing documents, rules, regulations and policies as the same may be adopted by the Board from time to time.

( c)Compliance with any applicable industry rules and regulations as promulgated by any level of government.  A member will be considered in good standing if in compliance with Section 2.3a 2.3b and 2.3c.

(d) Voting Rights. The Association shall have one (1) class of membership and each Member shall be represented in the Association by one (1) vote.

Section 2.4 Resignation, Suspension, Termination and Expulsion.

(a) Resignation. Any Member of the Association may resign from membership upon notice in writing to the Association provided, however, that such resignation shall not take place until (60) days from the date such resignation notice is received by the Association.

(b) Suspension. The membership rights of any Member of the Association, including, but not limited to, the Member's voting rights, may be suspended for any violation of the Association's governing documents and/or conduct detrimental to the purposes of the Association after notice and hearing, by the affirmative vote of a majority of a quorum of the Board of Directors. A written notice, stating the time and place fixed for the holding of the meeting at which action on the proposed suspension shall be taken and the reasons for such proposed suspension shall be mailed to the Member proposed to be suspended in a postpaid envelope, to his or its address shown on the roll of Members of the Association, not less than thirty (30) days prior to the date for such meeting. The Member proposed to be suspended shall have the right to appear in person or through his or its representative and be heard at such meeting before final vote on the question of such suspension shall be taken.

(c) Termination. Notwithstanding anything to the contrary contained in these Bylaws, if any dues or other charges owed to the Association by a Member pursuant to Section 2.3(a) of these Bylaws are not paid within sixty (60) days of the due date therefore, then the Member's membership in the Association shall automatically terminate at midnight on the sixtieth (60th) day without notice or a hearing. Reinstatement of such Member's membership may be made only by the payment of any delinquent dues and/or charges and the payment of any reinstatement fee that may be set by the Board.

(d) Expulsion. A Member of the Association may be expelled from membership in the Association for any violation of the Association's governing documents and/or conduct detrimental to the purpose of the Association, after notice and a hearing, by the affirmative vote of a majority of the Board of Directors at a special meeting of the Board of Directors duly called for such purpose. A written notice, stating the time and place fixed for the holding of the meeting at which action on the proposed expulsion shall be taken and the reasons for such proposed expulsion shall be mailed to the Member proposed to be expelled in a postpaid envelope, to his or its address shown on the roll of Members of the Association, not less than thirty (30) days prior to the date for such meeting. The Member proposed to be expelled shall have the right to appear in person or through his or its representative and be heard at such meeting before final vote on the question of such expulsion shall be taken. Notwithstanding the foregoing, the Board may delegate to the Executive Committee the power to conduct a hearing and expel a Member from membership in the Association pursuant to this subsection in which case, the expulsion of the Member shall require the affirmative vote of a majority of the Executive Committee members.

(e) No Refund. No Member who has resigned or has been suspended, terminated or expelled from membership in the Association shall be entitled to any refund of dues or fees previously paid to the Association.

Section 2.5 – Rights of Enforcement. Any violation, or threatened violation, by a Member of the laws, rules and regulations legally adopted by the Association may be enjoined or enforced by any court of competent jurisdiction. Each Member consents to the above and agrees to pay the Association's reasonable attorney's fees and costs, in the event it is necessary for the Association to bring an action in court to enforce any of the rules, regulations and Bylaws of the Association.

Section 2.6 – Annual Meeting of Members. An annual meeting of the Members of the Association shall be held at the date, place and time designated by the Board of Directors, for the purpose of electing Directors and conducting such other business as may properly be placed before such members. The annual meeting of the Members of the Association shall be held in Sacramento, California in the month of September unless the Board of Directors by resolution designates another time and location. Such resolution shall be adopted no later than June of each year. Written notice of each annual meeting of the Members shall be given to each Member entitled to vote, either personally or by mail or other means of written communication including electronic, charges prepaid, at least ten (10) but not more than ninety (90) days before such meeting, addressed to such Member at such Member's address appearing on the books of the Association or such address given by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and those matters which the Board of Directors, at the time the notice is given, intends to present for action by the Members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the Members.

Section 2.7 – Special Meetings of Members. Special meetings of Members, for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors, or by any two or more Directors thereon, or by a petition signed by five percent (5%) or more of the Members. Except, in special cases where other express provision is made by statute, these Bylaws, notice of such special meetings shall be given in the same manner as for annual meetings of Members.

Section 2.8 Action Without Meeting. Any action, which under the provisions of the California Corporations Code may be taken at a meeting of the Members, may be taken without a meeting if done so by written ballot as provided for in the California Corporations Code. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, provide a reasonable time within which to return the ballot to the Association and specify the time by which the ballot must be received in order to be counted. Such ballot shall also indicate the number of responses needed to meet the quorum requirement and, with respect to ballots, shall state the percentage of approvals necessary to pass the measure submitted. Approval by written ballot pursuant to this Section shall be valid only when (i) the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required to approve the measure at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. If, by the time specified by the Board of Directors for return of the ballots, the Board of Directors has not received sufficient ballots to constitute a quorum, the Board of Directors may, in good faith and in the exercise of its discretion, extend the time fixed for the return of written ballots only if the Board so notifies the Members in the balloting solicitation materials originally sent to the members and then the Board of Directors notifies the Members of such extension before the expiration of the deadline, and then for no more than two (2) successive periods of sixty (60) days each.

Section 2.9 Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and executed by the Member or such Member's duly authorized agent and filed with the Association prior to the commencement of voting at the meeting at which the proxy is to be exercised. The proxy also shall identify the person or persons authorized to exercise the proxy and the length of time it will be valid. No proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. In addition, voting by proxy shall comply with any other applicable requirements of the California Corporations Code relating to nonprofit corporations. Every proxy shall be revocable by the person granting it by announcing its revocation to the Association at the meeting at which it would otherwise be exercised prior to the exercise thereof, and shall automatically cease upon resignation, suspension or expulsion from membership.

Section 2.10 Quorum; Action by Members. The presence either in person or by proxy at a meeting of Members representing and entitled to cast at least ten percent (10%) of the membership in good standing in accordance with these Bylaws at the time of the subject meeting shall constitute a quorum for any action by the Members, unless a different requirement is imposed by these Bylaws or the Articles. A majority of the voting power present at a meeting at which a quorum is present shall prevail at such meeting unless a different percentage is required by these Bylaws or the Articles.

Section 2.11 Adjourned Meetings and Notice Thereof. Any membership meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the affirmative vote of a majority of the votes represented at such meeting in person or by proxy, but in the absence of a quorum, no other business may be transacted at any such meeting unless these Bylaws otherwise provide. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if, for any reason, a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed for annual meetings; provided, however, that an adjournment for lack of a quorum shall be to a time not less than forty eight (48) hours nor more than thirty (30) days from the time the original meeting was called.

Section 2.12 Conduct of Meetings. The conduct of meetings of the Members of the Association and of the Board of Directors thereof shall be by the President following Robert's Rules of Order or other recognized system of parliamentary procedure adopted by the Board of Directors from time to time. 

 
ARTICLE III - DIRECTORS   

Section 3.1 – Number and Qualification.(a) Number. The corporate powers, business, and property of this corporation shall be vested in, and exercised, conducted and controlled by a Board of Directors consisting of fifteen (15) not less than nine (9) or more than fifteen (15) persons (“Director(s)”), serving two-year terms staggered as described in Section 3.2 of these by laws. The number of Directors may be increased or decreased from time to time only by amendment to these Bylaws or the Articles.

(b) Qualifications of Directors. All Directors must:

(i) Be a Member of the Association or an employee of a Member of the Association;

(ii) Be not more than thirty (30) days delinquent in the payment of any dues to the Association;

(iii) Be the only employee, shareholder, owner, partner or representative of that Member company, partnership, corporation serving on the Board of Directors; and,

(iv) Not miss two (2) successive regular meetings of the Board of Directors, without an excused absence.

(c) Qualifications of Candidates. All candidates for election to the Board of Directors must satisfy the criteria set forth in Section 3.1(b) (i) and (ii), above. In addition, no person may be a candidate for election to the Board if another employee, shareholder, owner, partner or representative of such person's company, partnership or corporation is already serving on the Board of Directors, unless the existing Director’s term is expiring and is not seeking re-election to the Board; and, if no one from the same company, partnership or corporation is already serving on the Board, there may be no more than one candidate from the same Member company, partnership or corporation at any time.

(d) Limitation on Supplier Representation. Notwithstanding anything to the contrary, supplier representation on the Board shall be limited to a maximum of four (4) not more than one-third (1/3) of the total Directors and such Members shall not be eligible to hold the position of President of the Association. In the event a Member is both an operator of a carwash and a supplier when the Member is nominated to serve on the Board, such nomination shall indicate in which capacity (i.e., operator or supplier) such Member is being nominated in order to ensure compliance with this sub section (c). If a Member who is both an operator and a supplier is elected to the Board in his or her capacity as an operator, and during such Director's term, such Director ceases to be an operator and but remains a supplier, he or she shall be removed from the Board pursuant to Section 3.3(a), below, if tone-third (1/3) of the total Board membership is already comprised of suppliers.

Section 3.2 – Election and Term of Office. The Directors shall be elected at the annual meeting by the Members from among slates of nominees submitted by the Nominating Committee. Seven (7) or Eight (8), depending on how many terms are expiring,  of the fifteen (15) New Directors shall be elected at each annual meeting of the Members to serve for a term of two (2) years. A Director's term of office shall expire at the end of his or her two year term. After the completion of four (4) full consecutive terms (i.e., 8 years) on the Board of Directors, a director may not stand for election to the Board for a one (1) year period (the "Waiting Period") ; provided, however, (a) an appointment to the Board to fill a vacancy thereon shall not count towards the term limit set forth in the previous sentence and (b) nothing shall prevent such person from being appointed to fill a vacancy on the Board during the Waiting Period. For purposes of this term limitation, the first term to be counted shall be the first full term served after adoption of these Bylaws. The board will adjust terms for the sitting Directors to get on track for two-year rotations where one-half of the directors will be approved each year. Directors shall begin terms from the date of their election.

Section 3.3 – Removal of Board Members; Vacancies.

(a) Removal By Board for Failure to Meet Qualifications. If any Director fails to meet the qualifications for Board membership set forth in Section 3.1 (b) above, the Board may, by action taken at a Board meeting, declare the office of said non qualifying Director to be vacant and thereby remove such Director from office.

(b) Removal By Members. The entire Board of Directors or any individual Director may be removed from office, with or without cause at any duly called, noticed and held annual or special meeting of the Members, at which a quorum is present, by a majority of the Members present at such meeting, either in person or by proxy and entitled to vote.

(c) Vacancies. A vacancy created by removal of a Director by the Members can be filled only by election of the Members by secret ballot at a duly called meeting of the Members at which a quorum is present. All other vacancies in the Board including, but not limited to, a vacancy due to the failure of Members to elect five (5) Directors at its annual meeting, may be filled by a majority of the remaining Directors even if less than a quorum. Each Director elected or appointed to fill a vacancy shall hold office until the expiration of his or her predecessor's three year term. A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any Director and as provided in Section 3.3(a) and (b), above, when a Director fails or ceases to meet the required qualifications for Board membership. A Director may resign upon giving written notice to the President or to the Secretary-Treasurer or to the Board. Such resignation shall take effect on the date of the receipt of the notice or at any later time specified in the notice, and unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. In the case of a notice of resignation of a Director tendered to take effect at a future time, the Board shall have the power to elect a successor to take office when the resignation shall become effective.

Section 3.4 Nominations. All nominations for Directors must be presented to and approved by the Board for recommendation to the general membership at an annual meeting. The Nominating Committee shall seek to present slates of candidates representative of all sections of the territory covered by the Association who satisfy the qualifications set forth in Section 3.1 of these Bylaws.

Section 3.5 Regular Meetings. The Board shall meet a minimum of three (3) times each year. The President, with the assent of the Board, shall designate the time and place of the next meeting and written notice thereof shall be given by the Secretary-Treasurer. Notice of Board meetings shall be given to each Director not less than four (4) days prior to the meeting by first class mail, postage prepaid, or forty eight (48) hours notice delivered personally or by telephone (either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director), by telegram, facsimile, or electronic mail. The notice shall be given or sent to the Director's address, or telephone number, facsimile number or electronic mail address as shown on the records of the Association. Notice of any meeting need not be given to any Director who has signed a waiver of notice or a written consent to holding of the meeting. The notice shall specify the date, time and place of the meeting and the nature of any business to be considered.

Section 3.6 Special Meetings. Special meetings of the Board may be called by the President or Secretary-Treasurer, at the request of any two (2) Directors, or upon written request signed by any five (S) Members. Notice of any special meeting of the Board shall be given in the same manner as notice for regular Board meetings.

Section 3.7 Quorum; Teleconference. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors. Members of the Board may participate in a meeting through the use of a conference telephone or similar communications equipment, so long as the directors participating in such meeting can hear and communicate with one another concurrently. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.

Section 3.8 Action Without Meeting. Any action which may be taken pursuant to the Articles or according to these Bylaws may be taken without a meeting if all Directors shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the next regular meeting of the Board, and shall have the same force and effect as a unanimous vote of such Directors. For the purposes of this Section only, "all Directors" shall not include any directors involved in a transaction subject to Corporations Code Section 7233.

Section 3.9 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty four (24) hours, notice of an adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time adjournment.

Section 3.10 Powers, Subject to the limitations of the Articles, these Bylaws and the California Corporations Code as to action required to be taken, authorized or approved by the members of the Association, or a portion or percentage thereof, all Association powers and duties, shall be exercised by, or under the authority of the Board, and the business and affairs of the Association shall be controlled by the Board. Without limiting the generality of the foregoing, the Board shall:

(a) Have all the power, duties and authority, vested in or delegated to the Board or the Association whether by these Bylaws, the Articles or pursuant to California law, including, without limitation, the authority to adopt the annual budget for the Association;

(b) Promote and encourage the organization of carwash operators and to promote cooperation among individual operators for mutual counsel and aid in all matters that affect the Industry;

(c) Offer benefits to its Members in any way the Board of Directors may from time to time recommend, such as group purchasing, group insurance, group advertising, and group publicity;

(d) Promote the general welfare of the carwash Industry.

(e) Delegate the day to day management of the Association's activities to any person or persons, management company or committee however composed, provided that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 3.11 Limitations. The Board of Directors shall be limited to incurring debt in excess of the budget for that fiscal year without the prior approval of a majority of a quorum of Members present at any annual or special meeting called for such purpose.

Section 3.12 Indemnification of Directors. The Board shall have the power to indemnify any Director on the Board of Directors or employee or agent of the Board under provisions of Section 7237 of the Corporations Code of the State of California.

Section 3.13 Compensation. Directors shall not be compensated for their services, but maybe reimbursed for the necessary expenses incurred in connection with performing their duties. 

 
ARTICLE IV - OFFICERS
 

Section 4.1 The officers of the Association shall consist of a President, a Vice President, and a Secretary-Treasurer.

Section 4.2 – Election, Term, Removal and Resignation

(a) Election. Officers shall be elected by the Board of Directors from among the Directors; provided, however, a Director who is a supplier or who works for or represents a supplier to the Industry shall not be eligible to hold the position of President of the Association. There shall be no limit on the number of terms (including, but not limited to, consecutive terms) of office which an officer may serve.

(b) Term. The officers shall serve for a term of one (1) year; provided, however, any officer may be removed from office (but not from the Board if the officer is also a Director) by the Board without cause, and no person may serve more than two (2) consecutive years in the same office, except for the Secretary-Treasurer.

(c) Resignation. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary-Treasurer. The resignation shall take effect on the date of receipt of the notice or at any later time specified in the notice, and, unless otherwise specified, acceptance of the resignation shall not be necessary to make it effective. Any vacancy in any office may be filled by a majority vote of the Board.

Section 4.3 President. The President shall preside at all meetings of the Association and of the Board of Directors. The President shall enforce these Bylaws and shall appoint all committees. The President shall sign papers requiring his or her signature, and shall exercise careful supervision of the affairs of the Association. The President shall serve as the immediate supervisor of any paid or volunteer person or agency providing administrative and management service to the Association.

Section 4.4 Vice President. The Vice President shall, in the event of the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall from time to time prescribe.

Section 4.5 Secretary-Treasurer. The Secretary Treasurer shall receive and deposit, or cause to be received and deposited, in appropriate bank accounts all monies of the Association and shall disburse, or cause to be disbursed, such funds as directed by resolution of the Board. The Secretary-Treasurer shall keep, or cause to be kept, a correct and accurate account of all monies received and disbursed, and also the financial condition of the Association. The Secretary-Treasurer shall, whenever required by the Board of Directors, prepare and submit a statement of the financial condition of the Association. The Secretary-Treasurer's financial books and records shall at all times be open and accessible to inspection and audit by the Board of Directors, or by such person or persons as it may designate, and shall be reviewed each year at the end of his term of office by the Finance Committee, assisted by an accountant appointed or designated by the Board of Directors. The Secretary-Treasurer shall keep, or cause to be kept, a correct roll of the Members of the Association and of the members of the Board of Directors, and shall have such other duties as the Board of Directors may from time to time prescribe. The membership list shall, at all times, be accessible to inspection by the Board of Directors or by such person or persons as it may designate, or by any Member during normal business hours as may be permitted by California law. The duties of the Secretary, but not the responsibilities or authority, may be delegated to a staff person or management firm. 

ARTICLE V - COMMITTEES   

Section 5.1 Committees. For the expeditious handling of the business of the Association, the Board shall have the following committees to assist them;

(a) Executive Committee. The members of the Executive Committee shall be the three (3) elected officers of the Association and the immediate past President, provided that the immediate past President is still a director. The Executive Committee shall be an advisory body responsible for the oversight of the management of the affairs of the Association between meetings of the Board of Directors, and may exercise such authority as granted by the Board of Directors, subject to the limitations of California law. The actions of the Executive Committee shall at all times be consistent with the budget, programs and policies of the Association, and shall be reported to the Board. 

(b) Membership Committee. The Membership Committee shall consist of at least three (3) Members and shall be responsible for conducting membership development programs and membership benefits within association territories as defined in Section 1.2.

(c) Program and Seminar Committee. The Program and Seminar Committee shall consist of at least three (3) Members and shall be responsible for planning and scheduling all meeting programs..

(d) Finance Committee. The Finance Committee shall consist of at least three (3) Members and shall be responsible for preparing an annual budget for the approval of the Board, and for the conduct of an annual review of the Association's financial books and records. The Secretary-Treasurer shall be chairman of this committee.

(e) Legislative Committee. The Legislative Committee shall consist of at least three (3) Members and shall be responsible for monitoring legislative matters and public policy issues affecting the Industry..

(f) Nominating Committee. The Nominating Committee shall consist of at least three (3) Members, including the immediate past President, who shall serve as Chairman and shall seek to present slates of candidates for the Board of Directors to the Members for election representative of all sections of the territory covered by the Association.

(g) Other Committees. Any additional or special committees may be established as deemed necessary by the Board, including committees established for the purpose of conducting mutual benefit programs, such as group purchasing, group insurance, or similar group programs. Such committees may, with the approval of the Board, be established to oversee and direct the programs on behalf of the participating Members and all monies shall be under the control of the committee and the program participants, separate from and outside the general funds of the Association, except for oversight audit control.

Section 5.2 Appointment and Authority. All committees shall be appointed by the President with the advice and consent of a majority of the Board. All committees shall report to the Board and shall serve at the pleasure of the Board. The President shall be an ex officio member of all committees, except the Nominating Committee. Committees shall not have the authority to enter into contracts on behalf of the Association unless authorized by resolution of the Board. 

 
ARTICLE VI - MISCELLANEOUS   

Section 6.1 Amendments. These Bylaws may be amended by the affirmative vote or assent by written or electronic  ballot of not less than ten percent (10%) of the membership in good standing of the Association. Any amendment shall become effective immediately upon approval by the Members. The Secretary of the Association shall certify adoption of any duly approved amendment to the Bylaws and copy of said certificate and the amendment shall be kept with the other records and books of the Association.

Section 6.2 Conflicts. In the event of any inconsistency between these Bylaws and the Articles, the Articles shall control and in the event of any inconsistency between these Bylaws and any Rules and Regulations adopted by the Association, these Bylaws shall control. 

 
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