THE
MEMBERS OF the National Fire Sprinkler Association recognize that their work
has a direct, as well as indirect, impact on the quality of life for all
humanity. Accordingly, the services provided by NFSA members require honesty,
impartiality, fairness and equity, and must be dedicated to the preservation of
life and property and the further enhancement of the public safety, health and
welfare. In practice of their profession, members of the National Fire
Sprinkler Association must maintain and constantly improve their competence and
perform under a standard of professional
behavior which requires adherence to the highest principles of ethical conduct
with balanced regard for the interests of the public, clients, employees,
colleagues and the greater fire protection community they serve. Members of the National Fire Sprinkler
Association are expected to act in accordance with the provisions of this code
of ethics and all applicable laws, and actively encourage others to do the
same.
National Fire
Sprinkler Association members uphold and advance the honor and integrity of
their profession by:
• Using their knowledge and skill for enhancement of
human welfare;
• Being honest and impartial, and serving with
faithfulness the public, their employees, and clients;
• Striving to increase the competence and prestige of
their profession.
Knowledge
and Skill
• Members of the National Fire Sprinkler Association
shall be dedicated to the safety, health and welfare of the public in the
performance of their profession. If
NFSA members become knowledgeable of unsafe conditions that threaten the
present or future safety, health or welfare of the public, then they shall so
advise their employers or clients.
Should knowledge of such conditions not be properly acted upon, the NFSA
members should notify the appropriate authority having jurisdiction.
• Members of the National Fire Sprinkler Association
shall be encouraged to contribute their services for the advancement of the
safety, health and welfare of the community and to support those causes as an
enhancement to the safety of life and the preservation of property.
Honesty and
Impartiality
• Members of the
National Fire Sprinkler Association shall perform their professional services
only in the areas of their competence, and after full disclosure of their
pertinent qualifications.
• NFSA members
shall be honest and truthful in presenting data and estimates, professional
opinions and conclusions, and in their public statements dealing with
professional matters, and shall not engage in improper solicitation of
professional employment or contracts.
• NFSA members shall act in a professional
manner at all times for each employer or client as faithful agents or trustees
and shall not disclose matters of confidentiality concerning the business
affairs or technical processes of any present or former client or employer
without consent.
• NFSA members'
decisions shall be made and actions taken without bias because of race,
religion, sex, age, national origin or physical handicaps.
• NFSA members
shall make prior disclosure to all interested parties of all known or potential
conflicts of interest or other circumstances which could influence or appear to
influence their judgment or the quality of their work.
Competence and Prestige
• NFSA
members shall perform their work/services and associate with others only in
such manner as to uphold and enhance the honor and integrity of their
profession.
• NFSA members
shall continue their professional enhancement throughout their careers and
shall provide opportunities for the professional development of those
individuals under their supervision.
• NFSA members
shall accept the responsibility for their actions, accept and offer honest
criticism of their work, properly credit the contribution of others, and shall
not accept credit for the work of others.
• NFSA members
shall strive to advance the knowledge and skills of their profession, and to
make these advancements available to colleagues, clients and the public.
Article I: Purposes
IT SHALL BE the purpose of the Corporation to promote
and enhance the business of manufacturing and installing fire sprinkler systems
and fire sprinkler devices, and to foster and promote the recognition of the
fire sprinkler industry as a unique identity in itself and to conduct such
programs and undertake such projects and services as are in keeping with these
objectives.
Such projects and services may
include but not be limited to:
To act on behalf of its members in
the promotion of uniform product and installation standards and to improve the
art and science of fire protection engineering and to act as a voice for the
fire sprinkler industry in the standards making community, both foreign and
domestic.
To promote the acceptance of fire
sprinklers among the building regulatory bodies including the Model Code
Organizations and Federal and State Agencies.
To represent the industry in such
legislative matters as may be, from time to time, determined to be in keeping
with the objectives and purposes of the Corporation.
To maintain liaison with Federal
regulatory bodies which may include, but not be limited to, the United States
Fire Administration, the National Bureau of Standards, the Federal Trade
Commission and others.
To provide such programs and
services as, from time to time, serve the purposes of the Corporation and its
members.
To maintain a coordinated nationwide
field service program designed to promote and enhance the fire sprinkler market
and to serve the goals and objectives of the Corporation and its member firms.
To seek the broadest possible
participation of all firms which manufacture and/or install fire sprinklers
and/or provide related equipment or services, and to promote harmonious
relations among members.
Collective Bargaining
To act as collective bargaining
agency, and to enter into collective bargaining and other agreements on behalf
of those members of this Corporation that have, or may in the future, authorize
the Corporation in writing to represent it as its collective bargaining
representative on behalf of its sprinkler installation employees and to maintain
proper relations with all appropriate labor organizations.
To conduct educational programs
and/or seminars on Regional and/or National bases for the purpose of executing
the general purpose expressed in this Article.
To provide services intended to
enhance the business of the fire sprinkler industry. Examples may include, but not be limited to, publication of
periodicals, newsletters, technical and management-oriented journals and
papers, advice on compliance with OSHA
and other safety requirements, affirmative action programs, supplementary
installation rules as promulgated by insurance engineering authorities, fire
marshals, building officials, or other authorities having jurisdiction.
It may also include the development of engineering
certification programs to improve the skills, knowledge, and standing of fire
protection system designers and technicians.
Any
person, firm or corporation, trade association, or professional society engaged
in the sale, design, installation, maintenance, promotion, and/or regulation of
fire sprinkler systems or their components shall be eligible for membership in
the Corporation.
A. Sprinkler Manufacturer
A Sprinkler Manufacturer Member is a firm
or corporation which manufactures and sells fire sprinkler devices in the
United States.
B. Contractor
A Contractor Member is a firm or
corporation which installs, maintains, or repairs fire sprinkler systems in the
United States.
C. Sprinkler Manufacturer - Contractor National
in Scope
A Sprinkler Manufacturer - Contractor
National in Scope is a firm or corporation which manufactures in the United
States for its own use, and for sale to other contractors, fire sprinkler
devices, and which engages in the design, engineering, sales, and installation
of fire sprinkler systems in the United States on a National basis.
D. Supplier And Manufacturer
A Supplier And Manufacturer Member is any
person, firm, or corporation which manufactures, sells or distributes materials
or services whose end use is intended for inclusion in fire sprinkler systems,
but who is not eligible for other classes of membership as defined in Section
2, Subsections A, B, or C.
E. Affiliated National Fire Sprinkler
Organization
An Affiliated National Fire Sprinkler
Organization is an organization outside the United States whose goals and
objectives are similar to NFSA.
F. Trade and Professional Association
A Trade or Professional Association,
society or institute whose principal service is to the construction or fire
protection industries.
G. Subscriber Member
A Subscriber member is a person, firm or
corporation, trade association or professional society not eligible for
membership under Section 2, Subsections A, B, C, D, E, or F.
Any person, firm or corporation may
hold multiple memberships in accordance with classes of membership as defined
herein.
Eligible
firms, individuals, or corporations shall be approved for membership under any class defined in Article II, Sec. 2 by a
majority vote of the Board of Directors at any regular or special meeting, a
quorum being present.
The Board of Directors may empower
the President to approve applications for membership, either at any time or
such times as the applicant or the Corporation would be prejudiced or
inconvenienced by a delay in approval until the next meeting of the Board of
Directors. The Board of Directors may
terminate any such authorization.
The membership of any member of the
Corporation may be terminated at any time by any of the following methods:
A. By voluntary
written resignation of such member, to take effect on the date the Board of
Directors shall accept such resignation at any regular or special meeting; or
B. By termination
of such membership by the action of the majority of all Directors of the
Corporation present at a regular or special meeting of the Board of Directors
for which such member shall have received at least three (3) days prior written
notice that the termination of its membership will be considered, and at which
such member shall have the right to have a representative present during the
discussion of a proposition to terminate such membership; or
C. When any
member has not paid its dues for a period of four (4) months, its membership
may be terminated by the Board of Directors.
No member shall, upon termination of
membership by any of the foregoing methods, have any further right or privilege
in the affairs or property of the Corporation, except that if membership is
terminated under Subparagraph 'B' above, the Board of Directors may authorize
the refund to the terminated member of a pro rata share of its dues
representing the future portion of the fiscal period for which dues have been
paid.
.
Article III: Councils
There
shall be a Contractors Council composed of thirteen (13) Councilmen. Eleven (11) Councilmen shall be elected to
the Contractors Council by the Contractor
Members from eleven (11) geographic areas designated by the Board of
Directors. The Sprinkler
Manufacturer-Contractor National in Scope member shall appoint an individual to
serve as Councilman on the Contractors Council. There shall also be a "Director At Large" elected to
the Contractors Council by Association contractor members from throughout the
country. Contractors Councilmen shall
take office at the end of the Contractors Council meeting following each area
election.
Sec. 2 – Sprinkler Manufacturers Council
There
shall be a Sprinkler Manufacturers Council.
Any firm or corporation approved for membership in the Corporation as a
Sprinkler Manufacturer or a Sprinkler Manufacturer-Contractor National in Scope
shall designate an individual to serve as a Councilman on the Sprinkler
Manufacturers Council.
There
shall be a Suppliers and Manufacturers Council composed of nine (9)
Councilmen. Councilmen shall be elected
from the Suppliers and Manufacturers membership to serve staggered 3-year
terms. Suppliers and Manufacturers Councilmen shall take office at the
beginning of the Suppliers and Manufacturers Council meeting following their
election.
Nominations for Contractors and Suppliers And
Manufacturers Councilmen shall be conducted during the month of November and
shall be closed on November 30.
Elections shall be conducted during December and shall be closed on December
31.
The
membership of all Councils shall elect their own respective Chairmen. A majority vote with a quorum present in
person or represented by proxy at the time of a vote is required. Council Chairmen shall take office effective
at the end of the respective Council meetings at which elected.
A
majority of the membership of the Sprinkler Manufacturers, Contractors, and
Suppliers And Manufacturers Councils in person or represented by proxy is
required to conduct business at any meeting of each such Council. Each Councilman shall be entitled to one (1)
vote on any matter duly coming before the meeting, such vote to be cast either
in person or by proxy, but no proxy shall be voted on after thirty (30) days
from its date, unless such proxy provides for a longer period, except as
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws.
Any
Councilman may be removed at any time for cause by a vote of two-thirds (2/3)
of the Directors present at any special meeting called for that specific
purpose.
A. Meetings of the Sprinkler Manufacturers
Council and the Contractors Council shall be held at such times and places as
to be convenient to the meetings of the Board of Directors. Such meetings shall be called and notices
shall be given in the same manner as provided for by Sec. 2 and Sec. 3 of
Article V of these By-Laws.
B. The scheduling and call of meetings of the
Suppliers And Manufacturers Council shall be in accordance with procedures
adopted by such Council at its first
meeting or from time to time thereafter.
Article IV: Powers and Duties of Councils
The
Sprinkler Manufacturers Council shall have purview over those affairs of the
Corporation germane to the sprinkler manufacturing interests of the
industry. This shall include, but not
be limited to product standards, building codes, marketing statistics, fire
records, legislation, public relations, and other such functions as are
consistent with Article I.
The
Contractors Council shall have purview over those affairs of the Corporation
germane to the contracting interests of the industry. This shall include, but not be limited to, labor relations,
installation standards, building codes, legislation, and other such functions
as are consistent with Article I.
The
Suppliers And Manufacturers Council shall have purview over those affairs of
the Corporation germane to the Suppliers And Manufacturers interests of the
industry. This shall include, but not
be limited to, product standards, installation standards, building codes,
marketing statistics, fire records, legislation, public relations, and other
such functions as are consistent with Article I.
Article V: Board
of Directors
Sec. 1 – Selection of Directors
There
shall be up to twenty-two (22) Directors as follows:
A. Up to seven (7) Directors shall be elected
by and from the Sprinkler Manufacturers Council.
B. Thirteen (13) Directors shall be elected by
and from the Contractors Council.
C. One (1) Director shall be seated from the
Suppliers And Manufacturers Council.
D. The President shall be a Director, ex
officio.
Three
(3) meetings of the Board of Directors shall be held annually. Meetings shall be held on the third Thursday
of February, June and October at such times and places as may be determined by
the Directors. All regularly scheduled meetings of the Board of Directors and
Councils shall be open to any member of the Corporation in good standing,
provided advance notice has been given to the respective Chairmen or President.
Special
meetings may be called by the Chairman of the Board, and shall be called by the
Chairman or the Secretary of the Corporation upon the written request of three
(3) Directors. Notice of special
meetings shall be given by the Secretary orally, by telegram or cable, or by
mail. Such notice shall be given or
sent not less than seven (7) days before the meeting. Meetings may be held at any time without notice if all the
Directors are present or if those not present waive, in writing, notice of the
meeting before the meeting.
A
majority of the Directors shall constitute a quorum for the transaction of
business at all meetings, except as otherwise provided by law. If, however, such majority shall not be
present at any meeting, Directors present and entitled to vote shall have the
power to adjourn the meeting from time to time without notice other than the
announcement at the meeting, until the requisite number of Directors shall be
present. At such adjourned meeting at which
the requisite number of Directors shall be present, any business may be
transacted which might have been transacted at the meeting as originally
called.
Each
Director shall, at each meeting of the Directors, be entitled to one (1) vote
on any matter duly coming before the meeting.
All questions shall be decided by a majority of votes cast, except as
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws.
If
the office of any Director becomes vacant by reason of death, resignation,
retirement, disqualification or removal from office, a successor Director shall
be elected by the Sprinkler Manufacturers, Contractors, or Suppliers And
Manufacturers Council, as the case may be, in accordance with Article V,
Section 1, Subparagraphs "A," "B," and "C." Any successor Director shall hold office
until the expiration of the term of the Director whom he succeeded.
Any
Director may be removed at any time for cause by a vote of two-thirds (2/3) of
the Directors present at any special meeting called for that specific
purpose. A quorum shall be present.
In
addition to the powers and authorities by these By-Laws expressly conferred
upon it, the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by Certificate
of Incorporation or by these By-Laws directed or required to be exercised or
done by the members or their representatives.
Any
action required or permitted to be taken at any meeting of the Board of
Directors or any Council or Committee may be taken without a meeting if, prior
to such action, a written consent thereto is signed by all members of the Board
or of the Council or Committee, as the case may be, and such written consent is
filed with the minutes of the proceedings of the Board or such Council or
Committee.
Article VI: Terms
of Office
Sec. 1
Each
Contractor Director shall assume office at the beginning of the February
meeting of the Board of Directors immediately following his election and shall
serve for a term of three (3) years.
Each
Sprinkler Manufacturer Director shall assume office at the beginning of the
February meeting of the Board of Directors immediately following his election
or appointment by the Sprinkler Manufacturers Council and shall serve for a
term of two (2) years.
The
Supplier And Manufacturer Director shall assume office at the beginning of the
February meeting of the Board of Directors immediately following his election
by the Supplier And Manufacturers Council and shall serve for a term of two (2)
years.
The
Chairman of the Councils shall serve for terms of two (2) years, but no
Chairman of any Council shall serve for more than two consecutive terms.
No
firm or corporation shall have more than one (1) representative on the Board of
Directors.
Article VIII:
Officers
The
officers of the Corporation shall be a Chairman and Vice Chairman of the Board
of Directors, a President, Vice Presidents, a Treasurer, and a Secretary. The Chairman and Vice Chairman of the Board
of Directors and the Treasurer shall be unsalaried. The President shall be salaried and his compensation shall
be determined from time to time by
the Board of Directors. The
compensation of all other officers shall be determined by the President, with
the approval of the Board of Directors.
The
Chairman of the Board shall be elected by the Board of Directors from among the
members of the Board of Directors. The
Chairman shall preside over Board of Directors' meetings and shall exercise
those additional powers and duties as are prescribed in Article V, Sec. 3,
Article VIII, and Article X.
The
Chairman shall be a member ex officio of all standing and ad hoc committees.
The
Vice Chairman of the Board shall be elected by the Board of Directors from
among the members of the Board of Directors.
The Vice Chairman shall act as Chairman of the Board at Board of
Directors' meetings in the absence of the Chairman and shall assume the
position and duties of the Chairman of the Board in the event of absence,
resignation or death of the Chairman.
The
President shall be elected by the Board of Directors and shall be a full-time
member of the staff of the Corporation.
The President shall be the chief
executive officer of the Corporation and shall, subject to the authority
of the Board of Directors, have the management and direction of its business
and affairs. He shall perform all the
duties normally incident to his office, and shall have such other powers and
duties as may, from time to time, be prescribed by the Board of Directors.
The
President shall be a member ex officio of all standing and ad hoc
committees.
In
the event of the death, resignation, retirement, removal or permanent
disability of the President, the Chairman of the Board shall appoint a special
nominating committee within seven (7) calendar days. It shall be the purpose of this committee to recommend to the
Board of Directors a candidate to succeed the immediate past President. The nominating committee shall be composed
of the Chairman and Vice Chairman of the Board, the Treasurer and the Chairmen
of the Sprinkler Manufacturers, Contractors, and Suppliers And Manufacturers
Councils, unless the Chairman of the Manufacturers Council is not a Director,
in which event the Chairman of the Board shall appoint a member of the
Manufacturers Council who is a Director to serve on the nominating committee in
lieu of the Chairman of the Manufacturers Council.
The
Board of Directors shall, within ninety (90) days of the death, resignation,
retirement, removal, or the commencement of permanent disability of the
President, elect a successor President.
A majority vote of all the members of the Board of Directors shall be
required to elect a successor President.
Vice
Presidents shall be elected by the Board of Directors on the recommendation of
the President.
The
number of Vice Presidents shall be determined by the Board of Directors.
Vice
Presidents shall assist the President in the general management of the business
and the affairs of the Corporation and shall have such powers and perform such
duties as may, from time to time, be prescribed by the President and subject to
the approval by the Board of Directors and shall report directly to the
President.
The
Secretary shall be elected by the Board of Directors on the recommendation of
the President and shall be a full-time member of the staff of the
Corporation. The Secretary shall attend
all meetings of the Board of Directors and act as clerk thereof, and record all
votes and the minutes of all proceedings, and shall perform like duties for any
Council or Committee meetings when required.
He shall cause to be given notice of all Council or Directors' meetings
and shall perform such other duties as pertain to this office. He shall keep in safe custody the seal of
the Corporation and, when authorized by the Board of Directors, affix it when
required to any instrument.
The
Treasurer shall be elected by the Board of Directors from among the members of
the Board of Directors. The Treasurer
shall act as the Corporation's chief financial officer and work with the
Finance Committee in the preparation of budgets and financial statements, and
present an account of the Corporation's finances, both orally and in writing,
at each meeting of the Board of Directors.
The Treasurer, with the President and the Chairman of the Board, shall
have custody of the Corporation's funds and such monies and/or securities as
may, from time to time, be held in the name of the Corporation.
The
officers of the Corporation shall be elected and seated at the end of the
February meeting of the Board of Directors, to hold office for two (2)
years. No officer, with the exception
of the President, Treasurer, Vice Presidents, and Secretary, shall serve for
more than two consecutive terms in the office to which he is elected.
Article VIII:
Board of Directors Committees
There shall be a Finance Committee
composed of the Chairman of the Board of Directors, the Vice Chairman of the
Board of Directors, the President, the Treasurer, plus up to four (4) Directors
appointed by the Chairman of the Board of Directors subject to the ratification
of the Board of Directors such that the following categories of membership are
represented on the committee: Sprinkler Manufacturer, Contractor, and the
Sprinkler Manufacturer-Contractor National in Scope.
There
shall be a Nominating Committee composed of the Chairman of the Board and up to
four (4) Directors appointed by the Chairman of the Board of Directors, subject
to the ratification of the Board of Directors, such that each of the following
classes of membership is represented: Sprinkler Manufacturer, Contractor,
Sprinkler Manufacturer-Contractor National in Scope, and Supplier And
Manufacturer. Names of recommended candidates from the Nominating Committee
shall be sent to the Board of Directors at least one Board meeting prior to the
February election.
The
Board of Directors may designate other standing or special committees of the
Directors of not less than three (3) members.
The Board of Directors may also designate other standing or special
committees of the Corporation, provided that each such other committee shall
report directly to the President and shall contain, except for regional
committees, in its membership at least one (1) Director. Each committee of the
Board or other committees shall have such jurisdiction, powers, durations, and
duties as may be prescribed, from time to time, by the Board of Directors. Vacancies in any committee may be
temporarily filled by the President until the next meeting of the Directors, at
which time the Board of Directors may appoint another person to fill the
vacancy until the next meeting of the Board.
A majority of the members of any committee shall constitute a quorum at
any meeting.
Article IX: Dues
Dues
shall be determined by the Board of Directors at the October meeting of the
Directors and shall become effective on January 1 of the following year. Special assessments for any purpose
consistent with Article I may be approved by the Directors at any regular or special meeting.
Article X:
Financial Matters
All
monies of the Corporation shall be deposited in such bank or banks as may be
directed by the Board of Directors
All
checks, notes, drafts or other obligations for the payment of monies out of the
Corporation's regular account shall be signed by any one (1) of the following
officers: The Chairman of the Board, the President, or the Treasurer. All instruments for the withdrawal of monies from savings
bank deposits shall be signed by any two (2) of the following officers: The
Chairman of the Board, the President, or the Treasurer. All checks for the payment of monies out of
the Corporation's disbursement account shall be signed by any one (1) of the
following officers: The Chairman of the Board, the President, or the Treasurer.
All
bonds or other securities owned by the Corporation and in the custody of any
financial institution shall be held or disposed of only by the authority of any
two (2) of the following officers: The Chairman of the Board, the President, or
the Treasurer.
The
elected officers and the members of the staff of the Corporation shall be
covered by a fidelity bond or bonds in a minimum amount of $25,000.00, and the
cost thereof shall be paid by the Corporation.
Article XI:
Collective Bargaining
Each
member of the Corporation that presently authorizes in writing the Association
or that in the future authorizes the Corporation in writing to represent it in
collective bargaining with Unions engaged in the installation of automatic
sprinkler equipment and related fire control devices shall be deemed to have
designated the Corporation (or a committee to which authority has been
delegated by the Board of Directors) to act as the Collective Bargaining
Representative of such member with respect to the rates of pay, wages, hours,
working conditions, and fringe funds of their installation employees and to
enter into agreements, commitments or undertakings as to such matters with said
labor organizations.
The agency of the Corporation
thus granted shall continue during the membership of such member. In addition, any member may, upon written
request, designate the Corporation (or such committee) to act as the Collective
Bargaining Representative of such member with respect
to the rates of pay, wages, hours and working conditions of its installation
employees. Any contract, commitment, or
undertaking made by the Corporation pursuant to any designation under this Section
shall be binding for the remainder of the term thereof upon any member whose
membership may have been terminated under Section 4 of Article II hereof. The specific authority for collective
bargaining conferred by this section of these By-Laws shall be the only source
of such authority and shall be deemed to limit any general language in Article
I hereof or in the Certificate of Incorporation.
The
authority granted by members under Section 1 hereof shall also authorize the
Corporation to make collateral agreements with any such labor organization or
any such employees, as the case may be, including specifically trust agreements
and plans for payment of welfare, pension, and other benefits to such employees
or to the employees represented by any such labor organization.
The
terms and conditions of any agreement, commitment or undertaking entered into
between the Corporation and a labor organization pursuant to the authority
granted by members under Section 1 hereof cannot be changed, modified, amended,
varied or waived during the term thereof by any member or members of the
Corporation, individually or collectively, but only by a written instrument
executed by a duly authorized representative of the Corporation.
Article XII:
Dissolution
Subject
to the law of Delaware, the Corporation may be dissolved at any time by a vote
of the Directors at regular or special meetings of the Board of Directors,
provided that the notice of such meetings shall refer to the proposal to vote
upon dissolution. The vote for
dissolution must be by two-thirds (2/3) of the Directors present.
Upon
the dissolution of the Corporation, after paying or adequately providing for
its debts and obligations, the remaining assets and property, if any, shall be
applied and distributed as follows in the order specified:
1. Each member
of the Corporation in good standing shall be entitled to a refund of the
unearned portion of the annual dues for the number of months remaining in the
fiscal period for which dues were paid after the adoption of the resolution
of dissolution;
2. The net
assets of the Corporation remaining, if any, shall be divided among the members
of the Corporation in such a way that each such member shall receive that
proportion of said assets which the total amount of dues paid by that member to
the Corporation for the past five (5) years (including the year in which
dissolution occurs) bears to the total amount of dues paid by all members for
the same period.
Article XIII: Miscellaneous
The principal office of the
Corporation shall be at Dover, Delaware, but the Corporation may also have any
office and place of business at such other places as the Directors may
determine.
The Seal of the Corporation shall be
circular in form and shall bear the name of the Corporation and the year and
state of its incorporation.
Any member, officer or Director may,
in writing, waive any notice required to be given under these By-Laws.
The Corporation's fiscal year shall
be the calendar year.
Article XIV:
Amendments
Subject to
the limitation imposed by law; these By-Laws may be amended by any of the
following methods:
A. By the action
of all the Directors of the Corporation in accordance with Sec. 9 of Article V,
or
B. By the vote
of a majority of all the Directors of the Corporation at a regular or special
meeting, the notice of which shall have contained the substance of the proposed amendment.
Article
XV: Non-Discrimination
Wherever
used in these By-Laws, the masculine pronoun is understood to refer to both
genders.