IAHI Bylaws

The IAHI bylaws were adopted to ensure the Association operates in a professional manner and provides value to its members and InterContinental Hotels Group. Take a look and learn more about how the Association works.

TABLE OF CONTENTS
Adopted June 2006

SECTION 1.1 PURPOSE.
SECTION 1.2 LOCATION.

SECTION 2.1 ELIGIBILITY.
SECTION 2.2 EFFECTIVENESS OF MEMBERSHIP.
SECTION 2.3 TERMINATION OF MEMBERSHIP.
SECTION 2.4 LIFE MEMBERSHIP.
SECTION 2.5 MEMBERSHIP CARD.
SECTION 2.6 ASSOCIATE MEMBERSHIP.

SECTION 3.1 DUES.
SECTION 3.2 INDEMNITY ASSESSMENTS.
SECTION 3.3 SPECIAL ASSESSMENTS.
SECTION 3.4 LIFE MEMBERSHIP – DUES.

SECTION 4.1 ANNUAL MEMBERSHIP MEETING.
SECTION 4.2 SPECIAL MEMBERSHIP MEETINGS.
SECTION 4.3 PLACE OF MEMBERSHIP MEETINGS.
SECTION 4.4 NOTICE OF MEMBERSHIP MEETINGS.
SECTION 4.5 DESIGNEES.

SECTION 5.1 VOTING.
SECTION 5.2 MAIL BALLOT.
SECTION 5.3 MAJORITY VOTE.

SECTION 6.1 CONDUCT OF BUSINESS.
SECTION 6.2 COMPOSITION.
SECTION 6.3 QUALIFICATIONS OF DIRECTORS.

SECTION 7.1 ANNUAL MEETING.
SECTION 7.2 REGULAR MEETINGS.
SECTION 7.3 SPECIAL MEETINGS.
SECTION 7.4 CONFERENCE CALL MEETINGS.
SECTION 7.5 NOTICE OF MEETINGS.
SECTION 7.6 QUORUM; ACTION OF THE BOARD OF DIRECTORS.
SECTION 7.7 BOARD OF DIRECTOR ATTENDANCE.

SECTION 8.1 OFFICERS; ELECTION AND TERMS OF OFFICE.
SECTION 8.2 CHAIRMAN.
SECTION 8.3 CHAIRMAN-ELECT.
SECTION 8.4 VICE CHAIRMEN.
SECTION 8.5 SECRETARY - TREASURER.
SECTION 8.6 IMMEDIATE PAST CHAIRMAN.
SECTION 8.7 PRESIDENT.

SECTION 9.1 COMPOSITION.
SECTION 9.2 CONDUCT OF BUSINESS.
SECTION 9.3 MEETINGS.

SECTION 10.1 NOMINATING COMMITTEE.
SECTION 10.2 PROCEDURE FOR NOMINATING AND ELECTING THE BOARD OF DIRECTORS.
SECTION 10.3 PROCEDURE FOR NOMINATING AND ELECTING THE OFFICERS.
SECTION 10.4 BOARD VACANCIES.
SECTION 10.5 TERM LIMITATIONS – BOARD AND EXECUTIVE COMMITTEE.
SECTION 10.6 REMOVAL OF OFFICIALS AND DIRECTORS; VACANCIES.

SECTION 11.1 APPOINTMENT OF COMMITTEES.
SECTION 11.2 ATTENDANCE.
SECTION 11.3 TERM LIMITATIONS.
SECTION 11.4 COMMITTEE VACANCY.

SECTION 12.1 FISCAL YEAR.
SECTION 12.2 CORPORATION SEAL.
SECTION 12.3 AMENDMENT.
SECTION 12.4 NUMBER AND GENDER.

SECTION 13.1 INDEMNITY.
SECTION 13.2 IN ADVANCE.
SECTION 13.3 INDEMNIFICATION NOT EXCLUSIVE OF OTHER RIGHTS.
SECTION 13.4 INSURANCE.

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ARTICLE I. ASSOCIATION — PURPOSE and LOCATION

SECTION 1.1     PURPOSE.
These Bylaws for the IAHI, a Georgia non-profit corporation (hereinafter called the "Corporation"), are adopted in furtherance of the Articles of Incorporation of the Corporation, which was created for the purpose of developing and delivering an effective value proposition to franchisee and franchisor by working together to accomplish specific revenue driving strategies, to organize and represent all owners and operators in all regions of the world and in all InterContinental Hotels Group (hereinafter called "IHG") brands as listed in Section 2.1, and through professional management lead the membership and participate in the greater financial success of its membership.

SECTION 1.2     LOCATION.
The principal office of the Corporation shall be located in DeKalb County, Georgia.

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ARTICLE II. MEMBERSHIP

SECTION 2.1     ELIGIBILITY.
Any person (which term as used in these bylaws shall include a natural person, a partnership, a corporation, a management company, joint venture or other entity) who is party to one or more license agreements or management agreements with IHG (or any other name that may be used from time to time) which shall include licenses with Holiday Inn, Holiday Inn Hotel and Suites, Holiday Inn Express, Holiday Inn Express and Suites, Holiday Inn SunSpree Resorts, Holiday Inn Garden Court, Holiday Inn Select, Crowne Plaza Hotels, Crowne Plaza Resorts, Staybridge Suite Hotels, Candlewood Suites, and any other hotel brand authorized by the Corporation (collectively, the "InterContinental Hotels Group") shall be eligible to be a member of the Corporation. IHG and each Affiliate owning, leasing, or operating one or more IHG property shall each be eligible to be a member of the Corporation. For the purposes of these bylaws, an "Affiliate" is a person who, directly or indirectly, controls, is controlled by, or is under common control with IHG.

SECTION 2.2     EFFECTIVENESS OF MEMBERSHIP.
Any person, including IHG and its Affiliates (as defined in section 2.1), shall become a member of the Corporation immediately upon payment of the then current dues for all IHG brand hotels owned and/or operated by such person.

SECTION 2.3     TERMINATION OF MEMBERSHIP.
At the time a person, including IHG and each Affiliate (as defined in section 2.1), ceases to meet the requirements for eligibility for membership, its membership shall terminate immediately without abatement of any dues or other assessments payable prior to such termination.

SECTION 2.4     LIFE MEMBERSHIP.
The Board of Directors shall have the authority to extend life membership to individuals who, in its opinion, have distinguished themselves in the field of hotel operations and management, and who have made a valuable and unique contribution to the IAHI. Life Membership shall not permit the holder thereof to vote at any time.

SECTION 2.5     MEMBERSHIP CARD.
Upon payment of a property's annual IAHI membership dues, a membership card will be issued. The membership card may be used for complimentary room nights at member hotels. The rules and guidelines for usage of the membership card is determined by the Board of Directors and detailed in the Bylaw Policy and Procedure Manual.

SECTION 2.6     ASSOCIATE MEMBERSHIP.
Any person (which term as used in these bylaws shall include a natural person, a partnership, a corporation, or other entity) who desires a professional or business relationship with the IAHI, may apply for membership and, if approved in the sole discretion of the Board of Directors, can join the IAHI as an Associate Member. This Associate Member may participate in advertising and/or sponsorship activities of the IAHI. This is a non-voting membership that cannot hold any elected office in the IAHI. In addition, Associate Members are not eligible to receive any of the benefits conveyed by an IAHI membership card unless otherwise provided in the Bylaw Policy and Procedure Manual.

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ARTICLE III. DUES AND ASSESSMENTS

SECTION 3.1     DUES.
The dues of the Corporation shall be in such amount, and shall be assessed in such a manner, as may be determined by and adopted by a majority of the Board of Directors of the Corporation. The Bylaw Policy and Procedure Manual details the dues schedules and guidelines.

SECTION 3.2     INDEMNITY ASSESSMENTS.
The Board of Directors shall impose such assessments as may from time to time be prudent to enable the Corporation to meet its obligations to indemnify its directors, committee chairmen, members and officers and to purchase such insurance as is necessary to provide for such indemnification. Indemnity assessments need not be approved by the membership.

SECTION 3.3     SPECIAL ASSESSMENTS.
Any assessments, except as provided in Section 3.2 of these bylaws, shall be in such amount, and shall be assessed in such a manner as may be recommended from time to time by the Board of Directors of the Corporation and adopted by a two-thirds majority of the votes cast by mail ballot of the membership.

SECTION 3.4     LIFE MEMBERSHIP - DUES.
A person holding life membership in the Corporation shall not thereby become liable for the payment of dues or assessments.

ARTICLE IV. MEMBERSHIP MEETINGS

SECTION 4.1     ANNUAL MEMBERSHIP MEETING.
A meeting of the membership of the Corporation may be held annually for the consideration of such matters as the Board of Directors may determine to bring before the membership. The annual meeting shall be held on such date as shall be fixed by the Board of Directors.

SECTION 4.2     SPECIAL MEMBERSHIP MEETINGS.
Special meetings of the members of the Corporation may be called at any time by a majority of the Board of Directors.

SECTION 4.3     PLACE OF MEMBERSHIP MEETINGS.
Meetings of the members of the Corporation may be held in or outside Georgia at the time and place specified by a majority of the Board of Directors.

SECTION 4.4     NOTICE OF MEMBERSHIP MEETINGS.
Written notice of each meeting of the membership of the Corporation shall be given to each member except that no notice of an adjourned meeting need be given except where required by law. Each notice of a meeting shall be given, personally or by mail, not less than 30 nor more than 60 days before the meeting and shall state the time and place of the meeting, and shall state the purposes for which it is called. If mailed, notice shall be considered given when mailed to a member at its address on the Corporation's records.

SECTION 4.5     DESIGNEES.
Any member who is not a natural person may designate one of its principal stockholders, officers, partners, or other executive employees to attend a membership meeting and otherwise act on its behalf. Written evidence of the identity of the designee shall be furnished to the Secretary-Treasurer of the Corporation if so requested.

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ARTICLE V. MEMBERSHIP VOTING

SECTION 5.1     VOTING.
Each member in good standing (other than honorary and associate members) at any meeting of the membership of the Corporation shall be entitled to one (1) vote for each IHG brand hotel for which the member pays dues. IHG and each Affiliate shall be entitled to one (1) vote for each property for which the company pays dues. In no event shall there be more than one (1) vote for each property. In cases of controversy, the Board of Directors of the Corporation shall determine the party or parties that are entitled to vote for any property. The rulings of the Board on such matters shall be final.

SECTION 5.2     MAIL BALLOT.
In the event voting is conducted by mail ballot, proposition(s) submitted for vote shall be deemed to be approved unless the Corporation receives negative responses from a majority of voting members as referred to in Section 5.1. Failure to respond to a mail ballot by the specified voting deadline shall be counted as an affirmative vote approving the proposition(s) submitted for vote.

SECTION 5.3     MAJORITY VOTE.
Except as otherwise provided by law or by these bylaws, a majority of the votes cast at a meeting shall be the action of the membership.

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ARTICLE VI. BOARD OF DIRECTORS

SECTION 6.1     CONDUCT OF BUSINESS.
The business affairs of the Corporation shall be managed under the direction of the Board of Directors. The Board shall have the power and duties necessary for the administration of the affairs of the Corporation and may do all such acts and things as are not prohibited by law, the Articles of Incorporation or these bylaws. The Board of Directors may from time to time establish operating policies and procedures; said policies and procedures shall be maintained in the official records at the offices of the Corporation. This official record shall be termed the Bylaw Policy and Procedures Manual. Additional procedures will be developed and placed in a secondary manual termed the Office Operational Guidelines and shall be maintained in the official records at the offices of the Corporation. This procedures manual may be amended from time to time as needed by the IAHI Executive Committee.

SECTION 6.2     COMPOSITION.
The Board of Directors of the Corporation consists of 21 Directors who are permitted to vote.

(a) Directors shall be elected by mail ballot by the membership by a majority of the votes cast, and they shall hold office for a two-year term in such manner that the total number of voting Directors shall at all times be 21. The terms of the Directors may be staggered as provided in the Bylaw Policy and Procedures Manual.

Seventeen of the voting Directors shall be nominated by the Nominating Committee and elected by the members as provided in Section 10.2. These seventeen are detailed as follows:

(b) One voting Director shall be a current IHG franchisee in good standing from the Europe, Middle East and Africa (“EMEA”) region.

(c) One voting Director shall be a current IHG franchisee in good standing from the Mexico region.

(d) One voting Director shall be a current IHG franchisee in good standing from the Canadian region.

(e) Fourteen at large voting Directors are nominated and elected by the membership.

Four voting Directors shall receive their appointment as follows:

(f) Five (5) Directors shall be appointed to serve a one-year term by IHG from the ranks of the IHG Executive Committee. Two of these five Directors will be identified as voting members of the Board. These Directors will assume office at the last Board of Directors meeting of the fiscal year with the newly elected Board of Directors.

(g) At least 30 days before the last meeting of the fiscal year of the Board of Directors the Past Chairman's Council, which is composed of all Past IAHI Chairmen who have current ownership in an IHG Brand hotel and who are current on all of their hotels' IAHI dues, shall elect from the ranks of the council a chairman to serve a two year term. The chairman position shall require a one-year hiatus before being re-elected to that position. The chairman shall become a voting member of the Board of Directors of the IAHI.

(h) The Immediate Past Chairman of the Corporation shall become a voting member of the Board of Directors and an Officer for one year following his chairmanship.

The following are ex-officio members of the Board of Directors:

(i) The IAHI President and Chief Operating Officer (hereinafter referred to as “President”) shall become an ex-officio member of the Board.

(j) The Chairman of the IAHI Latin America Committee shall become an ex-officio member of the Board.

(k) The Chairman of the Board may appoint one at large member to the board to serve a one-year term during the Chairman’s term of office. This will be an ex officio position.

(l) The members of the Past Chairman’s Council shall be ex-officio members of the Board of Directors.

SECTION 6.3     QUALIFICATIONS OF DIRECTORS.
The following natural persons shall be eligible to be nominated by the Nominating Committee and elected by the members as directors pursuant to Section 6.2 of these bylaws: a member in good standing pursuant to Section 2.2 (other than an associate or an honorary member); and a designee, appointed in accordance with Section 4.5 of these bylaws, of a member in good standing (other than IHG, an Affiliate, an associate member or an honorary member) which is not a natural person.

ARTICLE VII. MEETINGS OF THE BOARD OF DIRECTORS

SECTION 7.1     ANNUAL MEETING.
The annual meeting of the Board of Directors shall be held without notice at the last Board Meeting of the fiscal year for the purpose of election of officers and consideration of other matters. In the event the annual meeting is not held, the Board of Directors may conduct the election of officers by mail ballot.

SECTION 7.2     REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held at least twice each year.

SECTION 7.3     SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by the Chairman or a majority of the directors then in office. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

SECTION 7.4     CONFERENCE CALL MEETINGS.
Conference calls will be permitted for Board of Directors meetings so long as appropriate notice has been made, and so long as all members of the Board of Directors can hear each other during appropriate debate. Voting on a conference call of the board is permitted on issues that can normally be voted on at a duly called meeting of the Board of Directors and when a majority of the Board of Directors is on the call. A majority of the Board of Directors must vote for an issue to approve it. A conference call Board vote must be followed by a written poll vote.

SECTION 7.5     NOTICE OF MEETINGS.
Notice of the time and place of each regular and special meeting of the Board of Directors, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be given to each director by mail, fax or email to his/her designated place of business at least five days before the meeting. Notice of any meeting may be waived in writing before or after the meeting.

The attendance of any director at a meeting shall constitute a waiver of notice by that director except when the director attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned meeting need not be given if the time and place are announced at the meeting at which the adjournment was taken.

SECTION 7.6     QUORUM; ACTION OF THE BOARD OF DIRECTORS.
A majority of the Board of Directors (eleven votes required) shall constitute a quorum for the transaction of business at any meeting. The vote of a majority of the directors present and voting shall constitute the action of the Board of Directors if there is a quorum present. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is present.

SECTION 7.7     BOARD OF DIRECTOR ATTENDANCE.
The office of any director who shall be absent from two consecutive meetings of the Board of Directors (other than special meetings) may thereupon be declared vacant by a vote of a majority of the Board of Directors.

ARTICLE VIII. OFFICERS

SECTION 8.1     OFFICERS; ELECTION AND TERMS OF OFFICE.
The Officers of the Corporation shall be the Chairman, the Chairman-Elect, the two Vice Chairmen, the Secretary-Treasurer, the Immediate Past Chairman and the President.

SECTION 8.2     CHAIRMAN.
The Chairman of the Board shall be the principal official of the Corporation and shall, subject to the control of the Board of Directors, have general supervision over the affairs of the Corporation. The Chairman shall preside at all meetings of the Board of Directors and shall cast the deciding vote in the case of a tie. The Chairman shall appoint all standing committees and special committees as needed. In addition, the Chairman shall have other powers and duties as the Board of Directors or these Bylaws may prescribe. In the absence or disability of the Chairman, the Chairman-Elect shall assume the Chairman’s duties. In the absence of the Chairman and the Chairman-Elect, the Board of Directors shall designate a replacement to assume the duties of the Chairman from among the other officers.

SECTION 8.3     CHAIRMAN-ELECT.
The Chairman-Elect shall have such powers and duties as the Board of Directors or the Chairman may assign.

SECTION 8.4     VICE CHAIRMEN.
There will be two Vice Chairmen that shall have such powers and duties as the Board of Directors or the Chairman may assign.

SECTION 8.5     SECRETARY-TREASURER.
The Secretary-Treasurer shall be responsible for directing the President and the IAHI Staff on the following:

(a) keeping the minutes of all meetings of the membership and of the Board of Directors,

(b) giving notice of all meetings of the membership and the Board of Directors,

(c) keeping the seal of the Corporation, and when authorized, shall apply it to any instrument requiring it.

The Secretary-Treasurer shall have other such powers and duties, which from time to time may be prescribed to him or her by the Chairman, the Board of Directors or these bylaws.

SECTION 8.6     IMMEDIATE PAST CHAIRMAN.
The Immediate Past Chairman shall serve as an officer of the Board of Directors and shall have such powers and duties as the Board of Directors or Chairman may assign.

SECTION 8.7     PRESIDENT.
The President shall be the chief operating officer of the Corporation and shall serve as an advisor to the Chairman and the Board of Directors. The President shall be a non-voting member of the Board of Directors and all committees. The President shall have such other powers and duties as from time to time may be prescribed to him or her by the Chairman, the Board of Directors, the Executive Committee or the Bylaws. The President shall be responsible for the day-to-day operation of the Association and be an employee of the Association.

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SECTION 9.1     COMPOSITION.
The Executive Committee of the Board of Directors shall consist of the officers of the Board of Directors as referenced in Section 8.1.

SECTION 9.2     CONDUCT OF BUSINESS.
The Executive Committee shall have the powers and be charged with the duties to act in the absence of the Board of Directors between meetings of the Board of Directors. The Executive Committee shall have and may exercise all the delegable powers of the Board to the extent not expressly prohibited by Georgia law pertaining to nonprofit corporations; provided however, that the Executive Committee shall not take any action contrary to any specific action or direction of the Board of Directors.

SECTION 9.3     MEETINGS.
Executive Committee meetings may be called at any time by the Chairman. A minimum of a 24-hour notice is required for all Executive Committee meetings, except those Executive Committee Meetings that precede or follow a regularly scheduled Board Meeting by 24 hours. The Chairman is the presiding officer at the Executive Committee meeting. The Executive Committee may meet in person or by conference call. A quorum, for the purpose of an Executive Committee meeting, shall be a minimum of four (4) members present.

ARTICLE X. ELECTION PROCESS - OFFICERS AND BOARD OF DIRECTORS

SECTION 10.1     NOMINATING COMMITTEE.
A Nominating Committee, consisting of seven members, shall select nominees for directors and officers for the coming fiscal year. The Chairman, Chairman-Elect and Immediate Past Chairman of the Corporation shall be the initial members of the Nominating Committee . They shall select together four additional members consisting of three Board Members who shall not be eligible for re-election and one past chairman, which seven individuals shall constitute the Nominating Committee . This Nominating Committee shall be appointed prior to each duly scheduled election. The Immediate Past Chairman shall be the chairman of the Nominating Committee.

SECTION 10.2     PROCEDURE FOR NOMINATING AND ELECTING THE BOARD OF DIRECTORS.

The procedure for nominating and electing the Board of Directors shall be as follows:

(a) The Board of Directors shall set the date for the election, which must occur prior to the end of each fiscal year.

(b) At least 90 days prior to the election, the Nominating Committee shall solicit nominations from the Membership for each position on the Board of Directors that must be filled because of vacancy or the expiration of a Director’s term. Any Member (other than life members) in good standing may submit nominations to the Nominating Committee. The nominations must be submitted in writing at least 45 days prior to the election and must include the identity of the Member making the nomination and the identity of the proposed nominee.

(c) The Nominating Committee shall select a nominee for each position. The Nominating Committee shall determine who, in the Nominating Committee’s best judgment, will best serve the Corporation. (See Qualifications of Directors- Section 6.3).

(d) The Nominating Committee shall provide a report describing its slate of nominees to the Board of Directors and to the Membership for review at least 30 days prior to the election.

(e) Within 10 days following the date the Nominating Committee’s report is published, Members may submit alternate nominees for Board positions by submitting written nominations to the Nominating Committee identifying the alternate nominees and the individuals whom the nominee is challenging. Each nomination must be signed by Members holding at least 15% of the total votes of the Membership determined pursuant to Section 5.1, and the nominees must qualify to serve as Directors pursuant to Section 6.3.

(f) If no alternate nominees are nominated by the Members pursuant to paragraph 10.2 (e) above, then the slate of nominees selected by the Nominating Committee shall be elected by acclamation of the Membership.

(g) If an alternate nominee has been nominated by the Members pursuant to paragraph 10.2 (e) above, then an election shall be held by mail ballot, which shall be submitted to the Members at least 10 days prior to the date of the election, and which must be received by the Corporation by the election date. Each position shall be subject to a separate vote, so the number of votes cast by each Member shall equal the Member’s total votes pursuant to Section 5.1. The nominee for each position receiving the highest number of votes shall be elected to fill such position. Any Member failing to return its mail ballot by the election date shall be treated as a vote in favor of the nominees nominated by the Nomination Committee.

SECTION 10.3     PROCEDURE FOR NOMINATING AND ELECTING THE OFFICERS.
The Nominating Committee shall nominate the Board Officers. The Nominating Committee shall investigate and seek out candidates and secure their consent to serve for the various offices if nominated. These candidates will be submitted to the Board with the recommendation that they be elected to the offices of the Association, all in accordance with the terms and conditions set forth in these bylaws. The committee shall commence to function prior to the duly scheduled election (but shall not complete its report until the completion of the report on the nomination of Directors) and shall make its report to the newly elected Board at the last meeting of the fiscal year for its consideration in electing officers for the ensuing year.

The Board of Directors shall elect the Officers for a one-year term from its membership at its last meeting of the fiscal year, except that the Chairman-Elect, elected at the previous election, shall automatically become the Chairman. The other elected Officers shall hold office until the next election. The Chairman shall not be eligible for a second consecutive full term and may not serve more than two full terms in total (not including the unexpired term of a Chairman who could not fulfill his/her term).

In order to remain as a member of the Executive Committee, officers must be elected to the position of Chairman-Elect within four years. To be elected Chairman, a member must serve as an officer for two years, with one of those years acting as the Secretary-Treasurer. If the Chairman-Elect’s board term is expiring at the end of the fiscal year at which he or she is to become Chairman, his or her board re-election will be automatic.

SECTION 10.4     BOARD VACANCIES.
Any vacancy on the Board of Directors for an unexpired term shall be filled with an appointment by the Chairman that must be approved by a majority of the Board of Directors. In the event of a vacancy of a director appointed by IHG, IHG will fill this vacancy as soon as practicable. In the event of a vacancy of a director who is sitting as Chairman of the Past Chairman’s Council, the Past Chairman’s Council will fill that vacancy as soon as practicable.

SECTION 10.5     TERM LIMITATIONS–BOARD and EXECUTIVE COMMITTEE.
Board Members may serve up to two consecutive two-year terms as a general board member after which they are ineligible for re-election to the board for a one-year period unless they are elected to serve on the Executive Committee. At the conclusion of service on the Executive Committee, that individual is ineligible to be a director for a minimum of one year unless that individual is in the middle of a two-year term, in which case he/she may, at his/her option, remain a director to serve out the balance of his/her elected term.

SECTION 10.6     REMOVAL OF OFFICERS AND DIRECTORS; VACANCIES.
Any officer or director of the Corporation may be removed from office, with or without cause, by a vote of two-thirds of all members of the Board of Directors serving at the time. A vacancy in any executive office, except for the Chairman, shall be filled for the unexpired term by appointment of the Chairman from the membership of the Board of Directors with the approval of the Board of Directors. In the case of a vacancy in the Chairmanship, the Chairman-Elect will automatically assume the position of the Chairman.

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ARTICLE XI. COMMITTEES

SECTION 11.1     APPOINTMENT OF COMMITTEES.
The Chairman of the Board shall appoint such administrative committees, standing committees, project committees and task forces (collectively “committees”), except as to those referred to in Sections 10.2 and 10.3, as he or she deems necessary to fulfill the purposes of the Corporation. Such committees shall report to the Board of Directors and operate under the authority and power delegated to them by the Board of Directors and these bylaws. The committees, along with any operating details concerning committee procedures, are detailed in the Bylaw Policy and Procedures Manual.

SECTION 11.2     ATTENDANCE.
Any committee member who misses two meetings during one fiscal year shall not be eligible for membership on that committee the following year.

SECTION 11.3     TERM LIMITATIONS.
Committee Members are appointed for one-year terms and may serve up to a maximum of three continuous terms on any one committee. If, however, a member is appointed chairman or vice-chairman of that committee he may serve up to two years in each of those capacities.

SECTION 11.4     COMMITTEE VACANCY.
Any vacancy on a committee may be filled for the remaining portion of the year by the Chairman of the Board.

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ARTICLE XII. MISCELLANEOUS

SECTION 12.1     FISCAL YEAR.
The fiscal year of the Corporation shall be determined by the Board of Directors.

SECTION 12.2     CORPORATION SEAL.
The Board of Directors shall adopt a corporation seal, which shall be in the form of a circle and shall contain the Corporation’s name and the year and state in which it was incorporated.

SECTION 12.3     AMENDMENT.
These bylaws may be altered, amended, or repealed at any meeting of the Board of Directors with approval of a two-thirds majority vote of the Board of Directors.

SECTION 12.4     NUMBER AND GENDER.
As used herein, the singular and plural each includes the other, the masculine, feminine and neuter each include the others, and these bylaws shall be read accordingly when required by the facts

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ARTICLE XIII. INDEMNIFICATION OF OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES

SECTION 13.1     INDEMNITY.
In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, seeks indemnification from the corporation against expenses, including attorneys’ fees (and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him or her in connection with such action, suit, or proceeding by reason of the fact that such person is or was an officer, employee, director, or agent of the Corporation, or is or was serving at the request of the Corporation as an officer, employee, director, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine, or cause to be determined, in the manner provided under Georgia law, whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.

SECTION 13.2     IN ADVANCE.
The Corporation shall be permitted to pay for or reimburse the reasonable expenses incurred by a director, officer, agent, or employee who is a party to a proceeding described in Section 13.1 above in advance of final disposition of the proceeding. Such payment or reimbursement shall be made in the Corporation’s sole discretion and on such terms and conditions that the Corporation may determine, to the extent permitted by Georgia law.

SECTION 13.3     INDEMNIFICATION NOT EXCLUSIVE OF OTHER RIGHTS.
The indemnification provided in Section 13.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

SECTION 13.4     INSURANCE.
To the extent permitted by Georgia law, the Corporation must purchase and maintain insurance on behalf of any person who is or was an officer, employee, director, or agent of the Corporation, or is or was serving at the request of the corporation as an officer, employee, director, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.

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