HTIA Bylaws -- 2001

BYLAWS FOR HTIA

Healing Tao Instructors Association of the Americas

I  Purpose

II  Offices

III  Membership

IV Classes Of Membership

V  Board Of Directors

VI Officers

VII Contracts, Loans, Checks & Deposits

VIII Fiscal Year

IX  Nominations & Elections

X  Funds

XI  Exempt Activity

XII Amendments

XIII Waiver Of Notice

XIV Indemnification

XV Advisory Council

  Signatures and Seal

___________________________________________

BYLAWS of the Healing Tao Instructors Association of the Americas

The following are the Bylaws of  the Healing Tao Instructors Association of the Americas incorporated as a nonprofit Corporation under the laws of the State of Delaware and its Corporation Code, (hereinafter referred to as the "Corporation" and abbreviated as HTIA).

ARTICLE I - PURPOSE

The objectives and purposes for which the Corporation is organized are set forth in the Articles of Incorporation and are as follows:

This Corporation is organized to be operated in affiliation with and under the general supervision or control of its Board of Directors as a non-profit Corporation (or other organizational form as deemed appropriate until the Corporation is formed) incorporated under the laws of the State of Delaware  and is organized exclusively as a Healing Tao Instructors Association of the Americas devoted to the following:

MISSION:

The Healing Tao Instructors Association of the America's mission is:    

To support Healing Tao instructors in promoting cultivation of the life force through Taoist chi kung (qigong) and inner Alchemy meditation.

The HTIA will accomplish its mission by:

  • Maintaining high standards and training for Healing Tao Instructors, Practitioners and interested students.
  • Strengthening relations between Healing Tao Instructors Association of the Americas and Master Mantak Chia and his affiliates as well as the global Tao community.
  • Promoting the Healing Tao system as originally taught by Master Mantak Chia and other Tao practices.
  • Supporting the Tao community with a democratically elected board, whose activities include education, certification, sharing of information & research, ethical standards, referral system,  newsletter, website, advertising, publicity, annual meetings, trainings and retreats.

The Corporation shall have and may exercise all the powers necessary, incidental, or convenient to any of the educational and informative purposes for which it is organized. It is organized for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

To the extent that any of the foregoing objects and purposes fail to qualify as proper purposes for an exempt Corporation under section 501(c)(3) of the Internal Revenue Code, the Board of Directors is authorized to take such actions as is necessary to amend, or remove those objects and purposes from the Articles of Incorporation and these Bylaws.

ARTICLE II - OFFICES

The principal office of the Corporation shall be located in the State of Delaware and shall be located at such place as shall be designated by the Board of Directors of the Corporation. The Corporation may have such other offices, either within or without the state of incorporation as the Board of Directors may designate or as the purposes of the Corporation may from time to time require.

ARTICLE III - MEMBERSHIP

1. CLASSES OF MEMBERSHIP

The HTIA shall have the following classes of membership: Senior Instructor, Instructor, Associate Instructor, Honorary Instructor, Chi Nei Tsang practitioner, Organization member.

2. POWERS AND PRIVILEGES

All Members shall have and enjoy the rights and privileges incident to their class of membership, as set by the Board of Directors.  The right to vote for Directors, and such other rights and privileges as are conferred by law or these Bylaws upon the voting Members of the Corporation, shall be in accordance with the rules of membership established by the Board of Directors

(End Pending?)

3. OTHER CLASSES OF MEMBERSHIP

The Board of Directors may designate such other classes of membership, as it may deem appropriate from time to time.

ARTICLE IV - CLASSES OF MEMBERSHIP AND MEETINGS

1. QUALIFICATIONS

Any person who pays the required annual dues set by the Board of Directors shall be a member of the Association in his or her appropriate class for the period of time covered by such dues, unless extended by the Board.  Additionally, there shall be the following requirements or credentials for Members. Members may transition to another class of membership by application to the Certification Committee. The Certification Committee shall determine the eligibility of, and approve applications to, the different classes of Membership. Members are expected to abide by the Professional Code of Ethics of the HTIA. Failure to meet the Ethical standards may result in the Board temporarily suspending or permanently revoking membership by 2/3rd majority of the Board.

CLASSES

No members of  the HTIA courses or activities shall advertise themselves with the title 'Master' (exceptions may be made for honorary members)

Senior Instructor

Requirements: member is an honorary title conferred upon an Instructor whose exhibited character and long term commitment with approval by committee of senior instructors and whose nomination has not been vetoed by Mantak Chia. A committee of active senior instructors are needed to approve the title with 2/3rds vote.

Benefits:

  • Eligible membership to Certification committee
    • All the benefits of regular Instructors.        
    • Responsibility to assist in certification of other instructors
  • Pro-rated pay for testing and discounts to retreats
  • May vote for any Office in HTIA.
  • They may hold any Office in HTIA.
  • Newletters
  • Referrals
  • Discounts at HTIA retreats

Limitations: Senior instructors who have not paid their dues are considered inactive and could lose the right to vote. 

A committee of active senior instructors can remove the title with 2/3rds vote.

Instructors

Requirements: are appointed after testing in areas approved by the Certification Committee. Two instructors, one of which must be senior, are necessary to appointment as an Instructor.

Benefits:

  • May teach and advertise the subjects they are certified in.
  • They may do this in any locale.
  • May vote for any Office in HTIA.
  • They may hold any Office in HTIA.
  • Newletters
  • Referrals
  • Discounts at HTIA retreats

Limitations: Instructors who have not paid their dues are considered inactive and could lose the right to vote.  Failure to meet Board Standards for maintaining this level of certification can result in loss of certification and benefits. 

An instructor could be removed with a 2/3rds vote of the Board of Directors.

Associate Instructors

Requirements: are appointed after testing in areas approved by the Certification Committee. Two instructors, one of which must be senior, are necessary to appointment as an Instructor.

Benefits:

  • May vote for any Office in HTIA.
  • They may hold any Office in HTIA.
  • All the other benefits of membership.
  • They may advertise and teach within 100 miles of the area where they reside
  • Newletters
  • Referrals
  • Discounts at HTIA retreats

Limitations: Associates who have not paid their dues are considered inactive and could lose the right to vote.  Failure to meet Board Standards for maintaining this level of certification can result in loss of  certification and benefits. 

An Associate instructor could be removed with a 2/3rds vote of the Board of Directors.

Honorary membership

Requirements: is conferred by the 2/3rds vote Board.

Benefits:

  • Referrals
  • Can attend HTIA Retreats at Instructors discount.
  • Newsletter.
  • No dues.

Limitations:

  • Cannot vote.
  • Cannot hold Office.

An Honorary Member could be removed with a 2/3rds vote of the Board of Directors.

Chi Nei Tsang Practitioners

Requirements: anyone who has met the current Standard of CNT Practitioner.

Dues to be set by the Board.

Benefits:

  • Newsletter
  • Referrals
  • Can attend HTIA trainings at discount.

Limitations:

  • Not eligible to hold office.
  • Cannot vote.

Organizational members

Requirements: are those organizations who want to join the HTIA and who meet the criteria set by the Board of directors.

Benefits:

  • Newsletter
  • Referrals
  • Members of the organization can attend HTIA training.

Limitations:

  • The Organization and its representatives may not vote.
  • Not eligible to hold office.

Any one these categories can be modified at the discretion of the Board.

2. MEETINGS OF MEMBERS

An Annual General Meeting of the Members shall be held by the HTIA, for the purpose of the transaction of any business as may properly come before the Meeting. These Bylaws shall be the standard required for setting the Annual General Meeting: The specific meeting date and time for the Board of Directors shall announce the Meeting at least 60 days prior to each Annual General Meeting. Other Regular General Meetings may be called from time to time in accordance with these Bylaws.

The Annual General Meeting of all Members shall be held for the purpose of electing Directors of the HTIA and for the transaction of any other business as may properly come before the Meeting. However, other than the election of Directors, and the action of Amendments to the Bylaws as designated, actions of the Members shall only be advisory to the Board of Directors and the Officers.

3. OTHER MEETINGS

 A majority of the Board of Directors may, by written request to the Secretary, call a Meeting of the Members, to be scheduled within ten (10) to fifty (50) days of the delivery of notice of such call.

4. PLACE OF MEETINGS

 All Member Meetings shall be held at such locations as the Board of Directors shall find to be convenient and shall designate.

5. NOTICE OF ANNUAL AND OTHER MEETINGS

Notice of the time, place and purposes of Member Meetings shall be given, as required by these Bylaws, at least ten (10) to fifty (50) days prior to the meeting to each then Member, addressed to his/her last known post office address. The notice shall be deemed to be delivered when deposited in the United States Mail, with proper postage paid. If E-mail becomes a legal means of notice in the future then it will be used for  those members who have it.

6. QUORUM

 Twenty (20) Members or five percent (5%) of the voting Membership of the HTIA  present at any properly noticed and called Member Meeting shall constitute a quorum at any such Member Meeting.

7. PROXIES PROHIBITED

 At any meeting of Members, a Member entitled to vote may not vote by proxy.

8. VOTING

 Each Member shall have one vote on any measure which shall be presented to the Membership for vote. Cumulative voting by Members shall not be allowed. Voting is allowed by mail, with the requirement that mailed ballots be received by the Membership at least thirty (30) days prior to a vote or election for which mailed ballots are allowed. The notice shall be deemed to be delivered when deposited in the United States Mail, with proper postage paid.

ARTICLE V - BOARD OF DIRECTORS

1. GENERAL POWERS

The business and affairs of the HTIA shall be managed by its Board of Directors.  The Directors shall in all cases act as a Board and they may adopt such rules and regulations for the conduct of their meetings and the management of the HTIA as they may deem proper, not inconsistent with the Articles of Incorporation, these Bylaws and the laws of the State of HTIA.

2. CHAIRPERSON

 The Chairperson shall be elected from the membership of the Board by the Board of Directors. He/she shall chair the meetings of the Board of Directors and shall be the spokesperson for the Board of Directors and the Association. He/she shall be responsible for informing the Board of any relevant issues and communicate meeting agendas to the Board of Directors. He/she shall act to co-ordinate the Board, is empowered to gather agenda items and information from committees and shall have the power to call Special Meetings of the Board of Directors. In the event of the resignation, death, unavailability or other cause of vacancy of the position of Chairperson, the authority and powers of the Chairperson shall be vested in an Executive Board President. In the event of a tie vote of the Board, the vote of the Chairperson on the matter or the election to be decided shall be weighted to provide the deciding vote on such matter or election.

The President shall be elected by the Board of Directors from among its Members immediately after a Chairperson is elected. If the President is unwilling or unable to serve as acting Chairperson, then the Board of Directors shall meet in special emergency session to elect a successor Chairperson to take the place of the resigning or vacating Chairperson and to elect a President or acting President should this be necessary. As conveniently as possible after the vacancy of the position of Chairperson, the Board shall meet and elect a new Chairperson to serve out the remainder of the term of the Chairperson vacating the position.

3. NUMBER, TENURE AND QUALIFICATIONS

Any Voting Member (Instructor or Associate) may be elected a Director by the Members. The Board of Directors shall consist of fifteen to eighteen (15 to 18) Members. Each Director shall hold office for three (3) years and until his/her successor shall have been elected and qualified, except that initially one-third (1/3rd) of the Director membership shall be elected for a one (1) year term, one-third (1/3rd) shall be elected for a two (2) year term, and one-third (1/3rd) shall be elected for a three (3) year term, in order that a cycle is established whereby one-third (1/3rd) is newly elected each and every year. No Members of the Board of Directors shall serve consecutive terms, except that Directors elected for one (1) or two (2) year terms during the initial elections of the Association may be nominated and stand for election of a three (3) consecutive year term consecutive to their initial term.

4. ANNUAL MEETING

 Annual and Regular Meetings of the Board and Annual Meetings of the membership of the Association as authorized by a majority of the Board, if any,    shall be held during the year at such date, time and place as the Board may from time to time determine, in accordance with the policies and procedures adopted by the Board.

 The Board of Directors shall meet in person Bi-annually, unless a majority of the Board votes against such a meeting.

5. OTHER MEETINGS

 The Chairperson or the Directors, by resolution, may provide the time and place for the holding of additional regular meetings. Notice of the time, place and purposes of such meetings shall be at a prior meeting of the Directors, by mail at least fifteen (15) business days prior to a meeting, or by telephone at least three (3) business days prior to the meeting to each Director.

6. SPECIAL MEETINGS

 Special meetings of the Directors may be called by or at the request of the Chairperson, or any five (5) Directors. The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them.

7. NOTICE

 Notice of any special meeting shall be given at least fifteen (15) business days previously thereto by written notice delivered personally, by telegram, by E-mail or fax or facsimile or mailed to each Director at his/her business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed, with postage prepaid. Such meetings may be conducted by telephone or electronically.

8. PARTICIPATION BY ELECTRONIC MEANS

 Any representative of the Association Board of Directors or any Committee thereof may participate in a meeting of the Board or such Committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear all of the others at the same time. Such participation shall constitute presence in person at the meeting.

9. WAIVER OF NOTICE

 The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

10. QUORUM

 At any annual or regular meeting of the Directors a majority <50% or more> of the currently serving Directors shall constitute a quorum for the transaction of business.  At any special meeting of the Board of Directors a majority of such Directors shall constitute a quorum for the transaction of business. If less than a quorum is present at any meeting, a majority of the Directors present thereat may adjourn the meeting to another date and time without further notice. No notice need be given.

However if less than a quorum is present at any meeting, the Board may make decisions based on unanimous consensus. The minimum vote required to conduct business is the unanimous vote of  2/3 rds  (two-thirds) of the current Board’s quorum.

If a meeting starts with a quorum but ends with less than a quorum, the Board may conduct business until the Chair ends the meeting.

11. MANNER OF ACTING

 The act of the 2/3rds (two-thirds) of the Directors present at any meeting at which a quorum is present shall be the act of the Directors.

12. ACTION BY DIRECTORS WITHOUT A MEETING

 Any action required or permitted to be taken at any meeting of the Board or by a Committee thereof, may be taken without a meeting if all members of the Board or such Committee, as the case may be, consent thereto in writing, setting forth the action so taken, and such writing is filed with the Minutes of the proceedings of the Board or such Committee. Any action so taken shall be effective when all directors or committee members, as the case may be, have signed their consent, unless otherwise specified therein.

13. NEWLY CREATED DIRECTORSHIPS AND VACANCIES

 Newly created directorships resulting from an increase in the number of Directors or due to vacancies occurring on the Board for any reason may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists.  A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his or her predecessor.

14. REMOVAL OF DIRECTORS

 Any or all of the Directors may be removed for cause by action of the Board. Directors may not be removed without cause. Directors may be removed for cause due to non-attendance at Board meetings, including telephone meetings. Standards for removal due to non-attendance are to be set by the Board.

15. RESIGNATION

 A Director may resign at any time by giving written notice to the Board,   the President, or the Secretary of the Corporation.  Unless otherwise specified in  the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.

16. COMPENSATION

 No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each annual, regular or special meeting of the Board may be authorized.

17. PRESUMPTION OF ASSENT

 A Director of the HTIA who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE VI - OFFICERS

1. NUMBER AND QUALIFICATION.

 The Officers of the Corporation shall be a President, one or more Vice-President(s), a Secretary and a Treasurer, each of whom shall be elected by the Directors. Such other Officers and assistant Officers as may be deemed necessary may be elected or appointed by the Directors. Assistant Officers shall not be considered Officers qualified to serve on the Executive Committee.

2. QUALIFICATION, ELECTION AND TERM OF OFFICE.

 Any Director may be elected an Officer. Any Officer required by these Bylaws need not also be a Director. The President and Vice-President(s) shall be serving, or have previously served, on the Board of Directors unless otherwise approved by a unanimous vote of the Board. The Officers of the Corporation are to be elected by the Directors and shall be elected annually at the first meeting of the Directors held after each annual meeting of the Members. Upon proper notice, such election meeting may be held at the same place, but after the Annual Meeting of the Members.  Each Officer shall hold office for not more than two (2) consecutive years in the same position or until his/her successor shall have been duly elected and shall have qualified, or until his/her death, or until he/she shall resign or shall have been removed in the manner as provided herein.   

3. VACANCIES

 A vacancy in an office because of death, entry into the immortal realm, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.

4. PRESIDENT

 The President shall be the principal executive Officer of the Corporation and, as directed by the Board of Directors, shall in general supervise all of the business and affairs of the Corporation. He/she shall, when present, preside at all meetings of the Members, and shall be available to the Chairperson to act as a spokesperson for the Corporation when called upon to do so. He/she may sign, with the Secretary or any other designated Officer of the Corporation duly authorized by the Directors, any contract or other instruments which the Directors have authorized to be executed for the Corporation, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these Bylaws to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors from time to time.

5. VICE-PRESIDENT

 In the absence of the President or in event of his/her death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Directors. If more than one Vice-President is elected, then their order of succession to the presidency shall be designated at the time of their election.

6. SECRETARY

 The Secretary shall keep the minutes of the Member¹s, Director¹s and Executive Committee meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws, or as required, be custodian of the Corporation's records and of the seal of the Corporation, if any, and keep a register of the mailing address of each Member and each Officer and Director which shall be furnished to the secretary by such persons, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Directors.

7. TREASURER

 If required by the Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Directors. A second signature may be required on checks, drafts and loan documents as determined by the Board.

8. STAFF

 The Board of Directors may select and appoint an Administrative Director or such other staff as it deems appropriate which shall have such duties as shall be determined by the Board of Directors. The Administrative Director and other staff shall receive such remuneration and reimbursement of expenses as the Board of Directors shall determine.

ARTICLE VII - CONTRACTS, LOANS, CHECKS AND DEPOSITS

1. CONTRACTS

 The Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

2. LOANS

 No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC.

 All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by the Board of Directors.

4. DEPOSITS

 All funds of the Corporation not otherwise employed for Corporation purposes shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Directors may select.

ARTICLE VIII - FISCAL YEAR

 The fiscal year of the Corporation shall begin on the first day of January in each year and end on the 31st day of December.

ARTICLE IX - NOMINATIONS AND ELECTIONS

1. Elections 

 Directors and Officers of the Corporation shall be elected by the appropriate electorate (the voting membership or the Board of Directors) annually from among persons nominated in accordance with this Article.

2. Nominating Committee 

(six months before )At the Corporation's Bi-Annual Meeting the Board of Directors shall appoint a Nominating Committee of at least five (5) Board Members and Members of the Corporation, who shall report one (1) month in advance of the Annual General Meeting to the Board. The President shall be Voting Member of the Nominating Committee. At least one Member who is not also a Director shall be a member   of the Committee. The Nominating Committee shall consist of a majority of  non-Executive Committee members. Persons nominated for office by the Committee and who consent to such nominations shall be placed before the proper electorate group, as set forth in these Bylaws, to stand for election along with any other qualified person(s) properly placed in nomination from the floor at meetings of the particular electorate group at which elections are to be held. Members of the Corporation may submit names for nomination to the Nominating Committee or at the Annual General Meeting.

A nominations notice, which states the date by which nominations must be received by the Nominations Committee, shall be sent out to all Voting Members no less than sixty (60) days prior to an election. Such notice may be sent by mail or confirmed Email. Nomination returns from Members may be submitted by mail or confirmed Email. The notice shall be deemed delivered when deposited in the United States Mail, with proper postage paid or sent by confirmed Email.

3. Consent to Nomination

The Nominating Committee shall contact each person nominated for a position as a Director, and/or Officer and obtain their credentials for, and their specific consent to, the nomination and to serve if elected. In the event that any nominee for a position as Director or for an Office declines to consent, then the Nominating Committee shall make an alternative nomination. Persons placed in nomination from the floor shall consent to such nomination in person or by letter or by proxy if absent ( and can give credentials in person). ( (the committee can nominate more than one person per position)

ARTICLE X - FUNDS

No funds received by donation, bequest or other similar means shall be diverted from the use to which they may be assigned by the donor,         attest or other benefactor, unless such use is contrary to or in conflict with the purposes of the Corporation.

ARTICLE XI - EXEMPT ACTIVITY

Notwithstanding any other provision of these Bylaws, no Member, Director, Officer or representative of the HTIA shall take any action or carry on any activity by or on behalf of the HTIA not permitted to be taken or carried on by a HTIA, contributions to which are deductible under the applicable provisions of the Internal Revenue Code and regulations as they now exist or as they may hereinafter be amended.

Notwithstanding any other provision of these Bylaws, no Member, Director, Officer or representative of the HTIA shall take any action or carry on any activity by or on behalf of the HTIA  not permitted to be taken or carried on by our bylaws.

ARTICLE XII - AMENDMENTS

The Professional and Practitioner Members shall have the power to make, amend and repeal the Bylaws of the Corporation by an affirmative vote of a majority (of Members present at an Annual General Meeting, or of the returns of a mail vote, provided that no action may be taken which would change materially the purposes for which the HTIA was formed or which would affect adversely the standing of the HTIA as a a nonprofit Corporation organized under the laws of Delaware. The issue(s) of such vote shall be sent by mail with one (1) months advance notice.

ARTICLE XIII - WAIVER OF NOTICE

 Whenever, under the laws of the State of Delaware, or by the provision of these Bylaws, a waiver in writing is signed by persons entitled to such notice, whether before or after the time stated herein, it shall be deemed equivalent to the giving of such notice.

ARTICLE XIV - INDEMNIFICATION

 Every person who is or shall be or shall have been a Director or Officer or employee or agent of the Corporation and his/her personal representative shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been a Director, Officer, employee or agent of the Corporation or an affiliate thereof, except in relation to such matters as to which he/she shall be finally adjudicated in such action, suit or proceeding to have acted unlawfully or in bad faith and to have been liable by reason of willful misconduct in the performance of his/her duty as such Director, Officer or employee or agent.  "Cost and expenses" shall include, but without limiting the generality thereof, attorney's fees, damages and reasonable amounts paid in settlements. Acts of fraud, felony crime, discrimination by gender, religion, nationality or race, or malfeasance in office, shall not be indemnified.

ARTICLE XV ADVISORY COUNCIL

 The Board of Directors shall be empowered to appoint an Advisory Council, which shall act in an advisory capacity to the Board and the Corporation in matters of policy and business affairs of the Corporation. The Advisory Council may be composed of any experts, consultants, advisors, professionals or any people which the Board determines will meet and operate to further the business and purposes of the Corporation and advise it accordingly. The times, dates and places of the Meeting of the Advisory Council shall be subject to the approval of the Board, and the Board shall be responsible for all costs and expenses associated with the Meetings and work of the Advisory Council. The Board shall also have the power and responsibility to appoint a Chairperson or Co-Chairpersons to Chair the Meetings of the Advisory Council and co-ordinate its work and development.

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