Revised and Adopted by ISIS Board 30 Sept 2002

BYLAWS

OF THE

INTERNATIONAL SPECIES INFORMATION SYSTEM

Article 1 - Members

                                                            Article 2 - Meetings of Members
                                                            Article 3 - Trustees
                                                            Article 4 - Officers
                                                            Article 5 - Committees
                                                            Article 6 - Fiscal Year
                                                            Article 7 - Contracts
                                                            Article 8 - Indemnification

Article 9 - Loans

Article 10 - Amendments

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ARTICLE 1 - MEMBERS

1.1)       Membership.  The membership shall consist of organizations and persons who are devoted to the conservation and propagation of the world’s wildlife and who meet the conditions of membership.  Members shall subscribe to the purposes set forth in the Articles of Incorporation, pay annual dues, as from time to time determined by the board, and pay assessments, if any, for expenses and other costs of the corporation.  Members shall adhere to the standards for data quantity and quality as shall be established from time to time by the board of trustees.

1.2)       Classes of Members.  There shall be three classes of members:

(a)        Institutional members.  Institutional members are biological institutions that maintain collections of living animals and meet such other criteria as the Board of Trustees may set.  Institutional members shall be required to provide species management data according to standards as set by the Board, to the corporation.  No other persons or organizations may qualify as institutional members.  Institutional members have the right to vote in the election of trustees and in other matters properly coming before the members.

(b)        Non-subscribing Members.  Non-subscribing members are organizations and persons who do not qualify as institutional or association members, but who meet the other conditions of membership.  Non-subscribing members have no voting rights.

(c)        Association Members.  Association members are organizations that are legally incorporated or organized under the laws of the jurisdiction in which the organization is located, and that represent regional, national, or international zoos and aquariums from any geographical regions, throughout the world.  Association members shall have no voting rights. 

1.3)       Election of Members.  The corporation may invite new members to join, or prospective members may apply to the corporation for membership.  The board shall determine whether the applicant meets the requirements of either institutional, non-subscribing, or association membership.  Members shall be admitted by majority vote of the board.

1.4)       Provisional Appointment of Members.  In the interim between meetings of the board, the executive director may, in accordance with such criteria as shall be established by the board from time to time, grant provisional institutional, non-subscribing, or association membership to applicants.  The board shall consider whether to grant full membership at its next meeting.  Provisional members shall have all the rights and obligations of full members.

1.5)       Membership Records.  The corporation shall keep accurate membership records including the name and address of each member.

1.6)      Termination of Membership.  If an institutional, association, or non-subscribing member fails to continue to meet the conditions and requirements of membership, its membership may be terminated by the board.  The board shall provide 60 days’ prior written notice of termination to the member whose membership is so terminated.  Such notice shall state the reasons for and the effective date of such termination.  The member whose membership is proposed to be terminated shall be given an opportunity to be heard, orally or in writing, not less than 20 days before the effective date of the termination, by a member of the board of trustees authorized to decide that the proposed termination not take place.  Termination shall not relieve the member so terminated of the obligation to pay dues, assessments, or other charges accrued and unpaid at the time the termination becomes effective.  At the option of the board, an institutional member who otherwise qualifies as a member, but who is in arrears on membership dues and assessments, or on whose behalf the dues and assessments of membership are waived or paid by a third party, may, by majority vote of the board, be moved from institutional to non-subscribing membership. 

1.7)      Resignation.  A member may resign from membership at any time.  Resignation shall not relieve the member so resigning of the obligation to pay dues, assessments, or other charges accrued and unpaid at the time the resignation becomes effective.

1.8)      Residual Rights.  A member that is terminated or resigns shall have no residual rights to data or services.

1.9)       Transferability.  A member may not voluntarily or involuntarily transfer or assign its membership or any right arising therefrom.

1.10)     Dues.  Dues or other assessments to any class of members shall be as from time to time established by the board of trustees.

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ARTICLE 2 - MEETINGS OF MEMBERS

2.1)       Meetings of Members.  An annual meeting of the members is not required.  Special meetings of the members may be called for any purpose at any time by resolution of the board of trustees requesting such a meeting or by written request of not less than ten percent (10%) of all voting members.  The executive director or secretary shall call the meeting by giving notice, as hereinafter provided, of the meeting within thirty (30) days after receiving the request.  If the officer fails to give such notice within thirty (30) days, then the members who requested the meeting may fix the time and place of the meeting and give notice in the manner hereinafter provided.

2.2)       Purpose of Meeting.  At any meeting of members, the members shall transact any business that properly comes before them, excluding, however, the election of trustees, who shall be elected in accordance with the procedures set forth in Article 3 of these Bylaws.

2.3)       Place of Meeting.  Meetings of the members shall be held at such place as may be designated by the board of trustees.

2.4)       Notice of Meeting.  The executive director or secretary shall give to each member, at his or her address as shown on the books of the corporation, advance written notice of each meeting of members, and of a membership vote by mail on any issue, at least sixty (60) days prior to the date thereof.  A second official notice shall be given at least five but not more than thirty (30) days prior to the meeting or the vote by mail.  Such notices shall state the time and place of the meeting and the purpose(s) thereof.  Notice of any meeting of members may be waived in writing by members either before, during or after such meeting.

2.5)       Waiver of Notice.  A member may waive notice of any meeting before, at or after the meeting, in writing, orally or by attendance.  Attendance at a meeting by a member is a waiver of notice of that meeting unless the member attends the meeting solely for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.  Attendance at and participation in a meeting by a member is not waiver of notice of a particular item of business if the member objects before a vote on an item of business on the grounds that the item may not be lawfully considered at such meeting, provided that the member does not participate in the consideration of the item at such meeting.

2.6)      Quorum.  Ten percent (10%) of the total number of voting members, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of members.  To establish a quorum in a vote by mail, a minimum of ten percent (10%) of the voting member ballots must be returned by the deadline stated in the ballot.  If a quorum is not present at a meeting, those members present may adjourn the meeting until such time as a quorum is present.

At the reconvened meeting, once a quorum is present, any business may be transacted which might have been transacted at the meeting that was adjourned.  When a quorum has been present at a meeting and voting members have withdrawn from the meeting so that less than a quorum remains, the voting members still present may continue to transact business until adjournment. 

2.7)       Voting.  Voting rights in elections of trustees shall be as stated in Article 3 of these Bylaws.  For all other questions, the following provisions shall govern:  At each meeting of members, each voting member may vote in person or by written proxy.  All proxies shall be filed with the secretary of the meeting at or before the meeting.  Each voting member shall have one vote on any matter on which voting members have the right to vote.  Members may vote by voice or by ballot or by other means permitted by these Bylaws.  Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, all questions shall be decided by a majority vote of the voting members present in person or by proxy at any meeting at which a quorum is present.  There shall be no cumulative voting by the members of the corporation.

2.8)      Electronic Conference Meetings.  A conference among voting members, or among members of any committee designated by the voting members, by any means of communication through which the participants may simultaneously hear each other during the conference, constitutes a meeting of the voting members, or the committee, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting.  Participation in a meeting by said means constitutes personal presence at the meeting. 

2.9)      Voting by Mail.  Voting for the election of trustees shall be as provided in Article 3.  When determined to be advisable by the board of trustees, the entire vote on any other issue may also be as provided in Article 3.  The corporation must mail or deliver a written ballot to every voting member.  A written ballot must set forth each proposed action, and provide an opportunity to vote for or against each proposed action.  Approval by written ballot is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.  Solicitations for votes by written ballot must indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve each matter other than election of trustees, and specify the time by which a ballot must be received by the corporation in order to be counted.

2.10)    Authorization Without a Meeting.  Any action which may be taken at a meeting of the members may be validly taken without a meeting if consent in writing, setting forth the actions so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof.  Any such consent shall be filed with the secretary of the corporation.

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ARTICLE 3 - TRUSTEES

3.1)      General Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of trustees. 

3.2)       Number, Term and Qualifications.  The board of trustees shall consist of not less than the number of trustees as required by Minnesota law, and not more than twenty-seven trustees.  The board of trustees shall be divided into four classes, as follows:

3.3)      Election of Trustees.  Trustees shall be elected as follows:

(a)        Institutional Trustees. 

(i)         Nominations.  Nominations for institutional trustees shall be made by the nominating committee not less than ninety (90) days prior to December 31 of each year.  The nominating committee is responsible for placing in nomination a number of candidates sufficient to fill all openings for institutional trustee positions.  The nominees should be representative of as many constituencies of the corporation’s institutional membership as possible, and should, when possible, have expertise in various areas as needed by the corporation.  The chair of the nominating committee shall notify each candidate of his or her selection and shall secure, in writing, consent from such person to have his or her name placed in nomination.  In addition to its own selections, the nominating committee shall place a nomination for election as institutional trustee any person whose name has been submitted to the committee, not less than ninety (90) days prior to December 31 of each year, by a petition of nomination containing the signatures of at least ten percent (10%) of the number of voting members in good standing on December 31 of the preceding year.

(ii)        Election.  The election of institutional trustees shall be by secret ballot.  The executive director shall prepare and mail the official ballots to all eligible voting members not later than sixty (60) days prior to December 31 of each year.  Each voting member shall mark his or her official ballot and return it in the official envelope provided, and no other, and postmarked no later than thirty (30) days prior to December 31 of each year.  The election of institutional trustees is “at large,” those nominees receiving the most votes from among all the candidates shall fill the open seats.

(b)        Association Trustees. 

(i)         Nominations.  Nominations for association trustees shall be made by the nominating committee not less than ninety (90) days prior to December 31 of each year.  The nominating committee shall be responsible for placing in nomination a number of candidates for openings for association trustees. The nominating committee may nominate one or more candidates specific to each open seat for association trustees.  Any zoological or aquarium association may be nominated for openings for association trustees.  However, association trustee seats shall be reserved for any ISIS-member association who represents at least one-sixth (1/6) of the institutional members of the corporation.  The nominating committee will make certain that any ISIS-member association representing at least one-sixth (1/6) of the corporation’s institutional members will be continually represented on the board of trustees. The chair of the nominating committee shall notify each association of their selection and shall secure, in writing, consent from each association to be placed in nomination.

(ii)        Election.  Association trustee elections shall be by secret ballot.  The executive director shall prepare and mail the official ballots to all eligible voting members no later than sixty (60) days prior to December 31 of each year.  Each voting member shall mark his or her official ballot and return it in the official envelope provided, and no other, and postmark such envelope no later than thirty (30) days prior to December 31 of each year.  The election of association trustees is not at large, but rather by seat.  The association elected to each seat shall be elected only from those association nominee(s) specifically nominated for such opening.  Once the association has  been elected, each such association shall notify the chair of the board of trustees in writing of the name of the person who will act as their representative trustee to the ISIS board of trustees.

(c)        Ex Officio Trustees. 

(i)         Nominations.  Except for the executive director, who shall serve as an ex officio trustee during the term of his/her executive director term, nominations for ex officio trustees shall be made by the chair of the board of trustees not less than ninety (90) days prior to December 31 of each year.  The chair of the board of trustees is responsible for placing in nomination a number of candidates sufficient to fill all openings for ex officio trustees.  The chair of the board of trustees shall notify each candidate of his or her selection and shall secure, in writing, consent from such person to have his or her name placed in nomination. 

(ii)        Election.  Ex officio trustees shall be elected by the board of trustees pursuant to the provisions of this Article 3.  The ex officio trustees who are elected shall also serve as committee chairs, one as the science advisory committee chair, and the other as the technology advisory committee chair.

(d)        External Trustees. 

(i)         Nominations.  Nominations for external trustees may be made by any trustee at any time during the year.  The nominees should be associated with or representative of corporate and conservation organizations whose activities and purposes relate to the furtherance of the corporation’s purposes, but may also include such other individuals as may be fitting and appropriate to the corporation and its mission.  The chair of the board of trustees shall notify each candidate of his or her selection and shall secure, in writing, consent from such person to have his or her name placed in nomination. 

(ii)        Election.  External trustees shall be elected by the board of trustees.  A majority vote by the board of trustees is required to elect an external trustee.  In the event that the number of individuals nominated for external trustees exceeds the number of vacant positions for external trustees, those nominees receiving the most votes, and receiving votes from at least fifty (50) percent of the trustees, shall fill the open seats.

3.4)      Restrictions Relating to Institutional Trustees.  There shall be no cumulative voting in the election of institutional trustees, and no member may vote by proxy.  Election results shall become official provided that at least ten percent (10%) of members entitled to vote have cast ballots.  If fewer than ten percent (10%) of the voting members have cast ballots, a new election shall be held by again submitting the same ballot to all voting members in the manner provided in subsection 3.3(a)(ii) above.  No new nominations will be accepted, and institutional trustees whose terms would have expired shall continue to serve until their successors have been elected and qualified.  If the follow up election fails again to produce a return of at least ten percent (10%) of the voting membership, then the board of trustees shall elect or reelect institutional trustees from those candidates nominated on the ballot that was submitted to the members.  In such cases, the selections of the institutional trustees shall be final.

3.5)      Resignation.  Any trustee may resign at any time by giving written notice to the secretary or the executive director.  Such resignation shall take effect at the time specified therein, but in no event earlier than the date of receipt by the secretary.  Once an ex officio trustee resigns from his/her position as ex officio trustee, he/she also shall resign from his/her position as executive director, science advisory committee chair, or technology advisory committee chair, whichever the case may be.

3.6)      Removal.  Any trustee, either institutional, association, ex officio or external, may be removed, with or without cause, by a vote of at least two-thirds (2/3) of the total membership of the board.  Such a vote may be taken at any meeting for which notice of the removal has been provided at least thirty (30) days prior to the meeting.  Once an ex officio trustee is removed from his/her position as ex officio trustee, he/she also shall be removed from his/her position as executive director, science advisory committee chair, or technology advisory committee chair, whichever the case may be.

3.7)      Vacancies.  Vacancies on the board of trustees may be filled by the affirmative vote of a majority of the remaining members of the board, even if less than a quorum.  A person so elected to fill a vacancy shall serve as a trustee for the remainder of the term of office of the trustee whose vacancy is being filled.  No vacancy need to filled by the board of trustees unless necessary to maintain the minimum number of trustees required by these Bylaws.  A partial term served by a trustee elected by the board to fill a vacancy shall not be counted against the limit on number of terms that a trustee may serve.

3.8)      Quorum and Voting.  Fifty percent (50%) of the trustees currently holding office shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority of the trustees present may adjourn a meeting from time to time until a quorum is present.  At the reconvened meeting, once a quorum is present, any business may be transacted which might have been transacted at the meeting that was adjourned.  If a quorum is present when a duly called or held meeting is convened, the trustees present may continue to transact business until adjournment even through the withdrawal of a number of trustees originally present leaves less than the proportion or number otherwise required for a quorum.  Except as otherwise required by law or the Articles of Incorporation, the acts of a majority of that number of trustees present at the convening of a meeting at which a quorum was present shall be the acts of the board of trustees.  There shall be no cumulative voting in the election of the association trustees, the ex officio trustees, or external trustees, and no trustee may vote by proxy.

3.9)      Board Meetings; Place and Notice.  The annual meeting shall be held when determined by the board for the purpose of election of officers and the transaction of any other business properly coming before it.  There may be such other meetings of the board as may be held from time to time at any place that the board may designate.  In the absence of designation by the board, board meetings shall be held at the principal executive office of the corporation, except as may be otherwise agreed by at least seventy-five percent (75%) of the membership of the board, either orally, in writing, or by attendance.

The executive committee or a majority of the board may call a board meeting by giving sixty (60) days notice to all trustees of the date and time of the meeting.  Except as provided herein, the notice need not state the purpose of the meeting, and may be given by mail, telephone, or in person.  If a meeting schedule is adopted by the board, or if the date and time of a board meeting has been agreed to at a previous meeting, no notice is required.

3.10)    Waiver of Notice.  A trustee may waive notice of any meeting before, at or after the meeting, in writing, orally or by attendance.  Attendance at a meeting by a trustee is a waiver of notice of that meeting unless the trustee attends the meeting solely for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.  Attendance at and participation in a meeting by a trustee is not waiver of notice of a particular item of business if the member objects before a vote on an item of business on the grounds that the item may not be lawfully considered at such meeting, provided that the trustee does not participate in the consideration of the item at such meeting.

3.11)    Meetings Solely by Means of Remote Communication.  A conference among trustees, or among members of any committee designated by the board of trustees, may be conducted solely by one or more means of remote communication through which all of the trustees or members of any committee designated by the board of trustees, may participate in the meeting, if the same notice is given of the meeting required by Minnesota Statutes Section 317A.231, subd. 4, and if the number of trustees (or members of any committee designated by the board of trustees, as the case may be) participating in the meeting is sufficient to constitute a quorum at a meeting.  Participation in the meeting by that means constitutes presence at the meeting; provided, however, that all trustees or members of any committee designated by the board of trustees must be able to communicate with each other simultaneously.

3.12)    Action Without Meeting.  An action required or permitted to be taken at a board meeting may be taken by written action signed by the number of trustees that would be required to take the same action at a meeting of the board at which all trustees were present; provided that all trustees must be notified of the text of the written action prior to the signing by any of the trustees.

3.13)    Compensation.  No trustee shall receive any compensation for his or her services as a trustee unless such compensation is authorized by resolution of the board of trustees.  Trustees may be reimbursed for any expenses of attendance at meetings of the board, if reimbursement is authorized by resolution of the board.  These expenses may include travel expenses, lodging, or telephone charges, if for a meeting by electronic conference.  Nothing herein contained shall be construed to preclude any trustee from serving the corporation in any other capacity and receiving compensation therefor.

3.14)    Advisory Groups.  The board may (a) appoint advisory panels for such areas as conservation, development, technology, etc., and members of the advisory panels may be invited to attend board meetings; and (b) create an International Species Information System (ISIS) user group which may include members of liaison committees appointed by professional associations of member institutions.

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ARTICLE 4 - OFFICERS

4.1)      Number.  The elected officers of the corporation shall be a chair, a vice-chair, a secretary, and such other officers as may from time to time be elected by the board of trustees.  Any of the offices or functions of the offices may be held or exercised by the same person.  In addition, an executive director shall be appointed by the board and shall serve as a non-voting trustee of indefinite term by virtue of office, and shall serve at the board’s pleasure.

4.2)       Election, Term of Office, and Qualifications.  Following the first election of officers, the board shall elect the officers at the annual meeting.  Each such officer shall hold office for one year and until his or her successor is elected and has qualified, or until he or she has been removed in the manner hereinafter provided.  The officers may hold the same office only for three terms consecutively and are ineligible for that position until they have not held it for one term. 

4.3)      Removal.  Any officer may be removed, with or without cause, by vote of not less than two-thirds (2/3) of the full board of trustees whenever in its judgment the best interests of the corporation would be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of such officer.

4.4)      Resignation.  Any officer may resign at any time by giving written notice to the corporation.  The resignation is effective when notice is given to the corporation, unless a later date is specified in the notice, and acceptance of the resignation shall not be necessary to make it effective.

4.5)      Vacancies.  If there is a vacancy in any office of the corporation, by reason of death, resignation, removal or otherwise, such vacancy may be filled for the unexpired term by vote of the board of trustees.

4.6)      Chair.  The chair shall (a) preside at all meetings of the members and of the trustees; (b) see that all orders and resolutions of the board are carried into effect; (c) sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles, these Bylaws, or the board to some other officer or agent of the corporation; (d) appoint members and chairs to committees established by the board; and (e) perform all duties incident to the office of chair, and such other duties as may from time to time be prescribed by the board.

4.7)      Vice-Chair.  The vice-chair shall act as chair in the absence of the chair and shall perform such other duties as may from time to time be prescribed by the board or delegated by the chair.

4.8)      Secretary.  The secretary shall (a) attend all meetings of the members and the board of trustees; (b) keep in the minute book proper minutes of the proceedings; (c) give all required notices; (d) have responsibility for the corporate records, which shall be maintained in a safe and secure manner in the corporation offices; and (e) perform such other duties as may from time to time be prescribed by the board.

4.9)      Executive Director.  The executive director shall (a) be the chief executive officer and registered agent of the corporation; (b) have general active management of the business of the corporation; (c) be a non-voting member of the board of trustees; (d) be a non-voting member of all committees, and shall withdraw from any committee meeting where the executive director’s employment, job performance or compensation is being discussed; (e) shall administer and be responsible for the day-to-day financial affairs of the corporation and shall render financial reports, at least annually, to the chair, treasurer, and full board of trustees; (f) perform such other duties that fulfill the purposes of the corporation as may be prescribed by the board of trustees or the chair from time to time.  The executive director shall be responsible to the full board of trustees through its executive committee and not to individual board members.

4.10)    Treasurer.  In recognition of its fiduciary responsibilities, the board of trustees shall annually name one of its members as treasurer.  The treasurer shall oversee the financial integrity of ISIS operations and shall make an annual report on the corporation’s financial status based on a certified audit.  The treasurer shall assist the executive director to assure sound accounting and monitoring standards for financial administration.  The treasurer shall perform such other related duties, including presentation of the budget, as the board of trustees may deem appropriate.

4.11)    Other Officers and Agents.  Any other officers and agents appointed by the board of trustees shall perform such duties and be responsible for such functions as the board of trustees may prescribe.

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ARTICLE 5 - COMMITTEES

5.1)       Executive Committee.  The board shall, by resolution, designate a committee of four trustees, to serve as an executive committee which shall have and exercise the authority of the board in the management of the business of the corporation.  The committee shall consist of the chair, the vice-chair, the executive director and one other trustee, three of whom shall constitute a quorum.  The executive committee shall act only in the intervals between meetings of the board.  Its actions must be ratified at the next meeting of the board.

5.2)      Nominating Committee.  The chair shall annually designate three individuals who, together with the executive director, shall serve as the nominating committee.  At least one of the members must not be a trustee, but he or she shall be a representative of an institutional member.  The nominating committee shall nominate candidates for election to the board of trustees in accordance with Article 3.  The nominating committee members shall represent as many of the geographical and professional constituencies of the membership as possible. 

5.3)      Other Committees.  The board of trustees may from time to time establish such other committees as it may deem proper, and may prescribe the functions and duties of such committees and the terms of membership of committee members.  The chair shall, subject to ratification by the board, appoint all committee members and designate all committee chairpersons. 

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ARTICLE 6 - FISCAL YEAR

6.1)      Fiscal Year.  The fiscal year of the corporation shall be established by the board of trustees.

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ARTICLE 7 - EXECUTION OF CONTRACTS

7.1)      Contracts.  The board of trustees may authorize any officer or officers, or agent or agents, to enter into any contract, or execute and deliver any instrument in the name of and on behalf of the corporation.  Such authority may be general or confined to specific instances.  Except as otherwise provided in these Bylaws and except as from time to time authorized by the board of trustees, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

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ARTICLE 8 - INDEMNIFICATION

8.1)      Indemnification.  The corporation shall indemnify such persons, including, but not limited to, officers, trustees and employees of the corporation, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Minnesota Statutes Section 317A.521, as now enacted or hereafter amended.

8.2)      Conflicts of Interest.  The corporation shall not enter into contracts or transactions between the corporation or a related corporation and a trustee of the corporation or between the corporation and an organization in which a trustee of the corporation is a director, officer or legal representative or has a material financial interest, except in accord with the provisions of Minnesota Statutes Section 317A.255, as now enacted or hereafter amended.

8.3)      Standard of Conduct.  Each trustee and officer shall discharge his or her duties as a trustee or officer in good faith, in a manner which the trustee or officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

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ARTICLE 9 - LOANS TO OFFICERS OR TRUSTEES

9.1)         Loans to Officers or Trustees.  In accordance with the provisions of Minnesota Statutes Section 317A.501, the corporation shall not lend any of its assets to an officer or trustee of the corporation.  If it does make such a loan, the officers and trustees who make the loan, or assent to it, are jointly and severally liable for its repayment of such loan.

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ARTICLE 10 - AMENDMENTS

10.1)       Amendments.  These Bylaws may be amended or repealed and new Bylaws may be adopted by either of the following methods:

(a)        Upon adoption or ratification of these Bylaws by the members, these Bylaws may be altered, amended, added to or repealed by a two-thirds (2/3) vote of all the members of the board of trustees.  This authority in the board of trustees is subject to the power of the members either to change or repeal the Bylaws or, by a majority vote of the members voting at a meeting duly called for that purpose, prospectively to revoke the authority of the board to exercise the power to amend the Bylaws; or

(b)        The board of trustees may propose the amendment of the Bylaws by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the members, or 50 members or 10% of the membership, whichever is the lesser, may set forth a proposed amendment by petition, which shall be signed by them and filed with the secretary of the corporation.  Notice of the meeting of the members, stating the purpose including the proposed amendment, shall be given to each member entitled to vote on the proposed amendment, and to each officer and trustee regardless of his or her voting rights.  If notice required by this clause has been given, the proposed amendment may be adopted at any meeting of members.  Adoption of a proposed amendment shall be by two-thirds (2/3) vote of all members with voting rights.

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