Page 320 - CFESA 2017 Membership Directory

Article XI - Mail Vote

Section 1
Whenever, in the judgment of the Board of Directors, any question shall arise which it
believes should be put to a vote of the Voting membership, and when it deems it not
expedient to call a special meeting for such purposes, the directors may, unless otherwise
required by these bylaws, submit such a matter to the membership via email for vote and
decision and the question thus presented shall be determined according to a majority
vote of those received by email within thirty (30) days after such submission to the
membership, provided that in each case votes of at least fifty percent of members shall be
received. Any and all action taken in pursuance of a majority email vote in each such case
shall be binding upon the association in the same manner as would be action taken at duly
called meeting.

Article XII - Fiscal Year

Section 1
The fiscal year shall commence on the first day of January and shall end on the last day of
December. (Revised July 2012)
Article XIII - Seal

Section 1
The association shall have a seal of such design as the Board of Directors may adopt.

Article XIV - Amendments

Section 1
These bylaws may be amended, repealed or altered, in whole or in part, by two-thirds (²/₃)
vote at any duly organized meeting of the association provided that a copy of any amendment
proposed for consideration shall be emailed to the last known email address of each member
at least (30) days prior to the date of the meeting.
Article XV - Miscellaneous Provisions

Section 1: Indemnification
Any person made a party to or threatened with any civil, criminal or administrative action, suit
or proceeding by reason of the fact that he is or was an officer or director of the Corporation
may be indemnified by the Corporation against the reasonable expenses, including attorney’s
fees, actually and reasonably incurred by him in connection with such action, suit or
proceeding, or in connection with any appeal therein, if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best interest of the
Corporation or its members, and with respect to any criminal action or preceding, if the person
had no reasonable cause to believe that the conduct was unlawful. Such indemnification shall
be deemed exclusive of any other rights to indemnification which such director or officer may
be entitled apart from this bylaw. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director of the Corporation against any liability asserted
against him and incurred by him in such capacity, or arising out of his status as such or not the
association would have the power to indemnify him against such liability.