Our Governing Documents
AFPAA is a non-profit, veterans organization of past and present U.S.
Air Force Public Affairs, Band, Visual Information/Combat Camera, and
Broadcast professionals. Founded as a tax-exempt veterans organization
under section 501(a) of the Internal Revenue Code, the Association was
first incorporated in Virginia in late 1993.
AFPAA is
governed by the Articles of Incorporation and
By-Laws below:
Articles of Incorporation
of
Air Force Public Affairs Alumni
Association, Inc.
We hereby associate to form a non-stock, not-for-profit corporation
under the provisions of Chapter 10 of Title 13.1 of the Code of
Virginia, and to that end set forth the following:
(a) The name of the corporation is the Air Force Public Affairs Alumni
Association, Inc.
(b) The purpose or purposes for which the corporation is organized are
to conduct programs for educational purposes to keep members informed
of key issues facing the United States Air Force and the USAF Public
Affairs community; to provide social and recreational activities for
its members; to sponsor or participate in activities of a patriotic
nature; and the transaction of any or all other lawful business, not
required to be specifically stated in these Articles of Incorporation,
for which the corporations may be incorporated under the Virginia
Non-stock Corporation Act.
(c) There shall be two (2) classes of members, known as Full Members
and Associate Members. Full Members shall be former Air Force public
affairs personnel, and shall have full voting rights. Associate
Members shall be active duty Air Force public affairs personnel, and
shall have no voting rights.
(d) The directors shall be elected or appointed by the Full Members.
(e) The address of the initial registered office and the county in
which it is located at (deleted for privacy protection) and the name
of its initial registered agent at such address is Peter Alexandrakos
(see note below) who is a resident of
Virginia and a director of the corporation.
(f) The number of directors constituting the initial board of
directors is eight and the names and addresses (deleted for privacy
protection) of the persons who are to serve as the initial directors
are as follows:
James Reinhard, John G. Terino, Marvin L. Braman, Michael P. McRaney,
Peter Alexandrakos, Gene C. Sands, Ted L. Daniel, and John F. Gulick
(g) The duration of the corporation is perpetual.
WITNESS the following signature and seal this 9th day of December,
1993.
SIGNED:
Peter Alexandrakos, Incorporator
Submitted to the Commonwealth of Virginia by the Dunn, McCormack,
MacPherson and Mayfield law firm of Fairfax, Virginia.
(NOTE: The initial registered agent at the time of incorporation was
Peter Alexandrakos. Virginia residents who succeeded Peter
Alexandrakos as a registered agent have been Michael McRaney, John
Terino, and since December 14, 2019, Douglas Kennett.)
Article I
Name
The corporation shall be known as the Air Force Public Affairs Alumni
Association, Incorporated; hereinafter referred to as the Association.
Article II
Aims and Objectives
The aims and objectives of the Association are:
1. To conduct programs for educational purposes to keep members informed
of key issues facing the United States Air Force and the USAF Public
Affairs community; and
2. To provide social and recreational activities for its members; and
3. To sponsor or participate in activities of a patriotic nature.
Article III
Members and Meetings
Section 1. Members
There shall be five (5) classes of members:
Full Members - former Air Force Public Affairs, Air Force Broadcasting
Service, Air Force Band, Multimedia personnel, Air Force Orientation
Group (AFOG) members, or Civil Air Patrol Public Affairs personnel,
retired or separated.
Associate Members - current or former Air Force Public Affairs, Air
Force Broadcasting Service, Air Force Band, Multimedia personnel, Air
Force Orientation Group (AFOG) members, or Civil Air Patrol Public
Affairs personnel, still in active service.
Adjunct Members - spouses, widows, or widowers of those eligible for
membership as Full or Associate Members.
Affiliate Members - any person not eligible for membership under any
of the first three above categories may become a member upon favorable
recommendation by the Membership Committee and approval by the Board
of Directors.
A fifth class of membership shall be Life Member and those eligible to
Full Membership or Associate Membership may qualify.
To conform to Section 501(c) (19) of the Internal Revenue Code, at no
time will the total number of Life members, Full Members and Associate
Members defined above, be less than seventy-five percent (75%) of the
total membership. The remainder may consist of the other classes of
membership, but the number of Affiliate Members shall not exceed two
and one half percent (2.5%) of the total membership.
The Association will issue membership certificates.
Section 2. Terms of Membership
A. Membership in the Association will be recognized upon receipt of
membership dues as prescribed by the board of directors. Terms of
membership shall be for one year or three years. The Association also
will offer a special Founders Membership during 1994 only, which will
entitle holders to membership for life.
Beginning January 1, 1995, the Founders Member category will be
replaced with Life Member.
B. One-year and three-year memberships shall be subject to renewal
during the month of January each year, regardless of the month that a
new member initially joined the Association. Life Members will not
ever be required to renew.
Section 3. Annual Meetings
A. The Association shall hold an annual meeting of all members. The
date and location of each annual meeting shall be determined by the
board of directors. A notice specifying the date and location of each
annual meeting shall be mailed to all members at least one month prior
to the date of the meeting. The requirement to hold an annual
membership meeting may be waived by the board of directors for a
specific year if a national emergency or uncontrollable event,
including but not limited to a natural disaster, civil unrest, armed
conflict, medical pandemic or epidemic or other biosecurity risk, is
determined by the board to preclude holding such a meeting.
B. The meeting agenda shall be set by the President of the Association
and copies distributed at the annual meeting to each member attending.
Any member may propose an item for the annual meeting agenda, provided
it is received in writing by the President at least two weeks prior to
the date of the annual meeting. Items not on the annual meeting agenda
may be proposed by a Full Member, under "new Business", provided it is
accepted by a majority vote.
Section 4. Special Meetings
A special meeting of members may be called by the chairman of the
board of directors, by the president or by majority vote of the board
of directors. Notice of a special meeting will be provided by mail to
all members. The notice will state the date and location, as well as
the purpose(s) for which the meeting is called.
Section 5. Voting Entitlement of Members
Full Members shall have full voting rights. Associate, Adjunct, and
Affiliate Members shall have no voting rights.
Section 6. Voting Methods
A. Full Members may vote in person at annual and special meetings if a
quorum is present, or by ballot provided by mail.
B. When a quorum is present at a meeting, a majority of the votes cast
shall be necessary for the adoption of any matter voted upon by the
members, unless otherwise specified in the Bylaws.
C. When voting is by mail ballot, a majority of the votes cast shall
be necessary for the adoption of any matter voted upon by the members,
unless otherwise specified in the Bylaws.
D. When a matter voted upon by the members involves three or more
choices, a plurality, or the largest number of votes cast for a
particular choice, will be necessary for passage.
Section 7. Quorum
Ten percent of Full Members shall constitute a quorum.
Article IV
Directors and Officers
Section 1. Board of Directors
A. The Association shall have a board of directors. All corporate powers
shall be exercised by or under the authority of, and the business of the
corporation managed under the direction of, its board of directors.
B. The board of directors shall advise and assist the officers of the
Association in the conduct of Association affairs, and shall do all in
its power to make the Association an effective organization. Board
members may serve as officers of the Association and on committees of
the Association.
Section 2. Qualification of Directors
Any Full Member may serve on the board of directors.
Section 3. Number, Election and Terms of Directors
A. The Association board of directors shall consist of thirteen (13)
voting members and one (1) non-voting associate member each serving
two-year terms.
B. Twelve of the voting members are elected at large by the membership,
with approximately half of the members of the board standing for
election in alternate years. The non-voting associate member will be
appointed by the SAF/PA Director of Public Affairs and approved by a
majority vote of Association board of directors. One of the voting
positions shall be filled by the Chairman of the Communications
Committee/newsletter editor approved by a majority vote of the
Association board of directors.
C. A portion of the board shall then be elected every year prior to the
annual meeting by a ballot provided by mail to all Full Members and
returned to the secretary or other specified officer or agent of the
Association. The new board members shall be announced at the annual
meeting.
D. No individual shall be elected or appointed as a director without
his/her prior agreement to serve.
E. The immediate past president of the Association shall serve as
Chairman of the Board.
F. The immediate past Chairman of the Board shall automatically become
an ex-officio member of the board and shall serve in an advisory
capacity until such time as the individual wishes to withdraw.
G. The term of office for Directors of the Association shall commence on
July 1 following their election and end on June 30 two years later.
Section 4. Election Procedures
A. The chairman of the board of directors shall appoint a Nominating
Committee of three board members.
B. The Nominating Committee shall submit a proposed slate of eligible
members to the chairman no later than March 15 each year. The slate will
contain at least one nominee for each position to be elected by the Full
Members.
C. The proposed slate will be provided in a notice to all Full Members
upon approval of the chairman. Members will be invited to propose
additional candidates for each position. Names of proposed candidates
must be received by the Nominating Committee with a postmark no later
than a date to be specified in the notice. A short biography of each
proposed candidate, suitable for publication, will be submitted to the
Nominating Committee. Individual members may submit their own names as
proposed candidates.
D. After certifying that all proposed candidates are Full Members of the
Association, and willing to serve if elected, the Nominating Committee
will prepare an election ballot.
E. Election ballots will be mailed to all Full Members no later than May
1 in each election year. Completed ballots must be received by the
secretary or other specified officer or agent of the Association with a
post mark no later than a date to be specified on the ballot. Ballots
transmitted by facsimile machine will not be considered.
F. Ballots will be counted by an independent group of members selected
by the board of directors no later than June 15. After the ballots are
counted, the independent group will provide the ballots and the
tabulated results of the vote to the chairman of the board of directors.
Results of the election will be announced to the general membership by
the chairman of the board on June 20 of each year by posting the names
of those elected on the Association's web site and publishing them in
the next regular newsletter.
Section 5. Resignation of Directors
A. A director may resign at any time by providing written notice to the
chairman of the board of directors, the president or the secretary. A
resignation is effective when the notice is delivered, unless the notice
specifies a later effective date.
B. The board of directors may appoint a successor to take office on or
after the effective date of a director's resignation.
Section 6. Termination of Directors
A director may be terminated for cause by a vote of two-thirds of the
board of directors, or without a vote of the board, for failure to
attend two successive meetings without delegating his or her voting
authority, in writing, to another member of the board who does attend
the meetings. The board shall then appoint a new director to fill the
vacancy for the remainder of the term of office.
Section 7. Meetings of the Board of Directors
The board of directors shall meet at least once during each calendar
year and may hold regular or special meetings at the call of the
chairman or at the discretion of a majority of the directors. A director
may participate in board meetings in person or via an audio
telecommunications link if personal attendance would constitute a
hardship. A director shall be considered present if participating in a
meeting via an audio telecommunications link.
Section 8. Action Without a Meeting of the Board of Directors
Action required to be taken at a board of directors meeting may be taken
without a meeting, at the direction of the Chairman, if all members of
the board consider the action and each member is given the opportunity
to amend or comment on the proposed action. The action shall be taken by
the verbal or written consent of a majority of directors and documented
in the corporate records as a memorandum at the next board meeting.
Section 9. Quorum and Voting by Directors
A quorum of the Board of Directors shall consist of two-thirds of the
number of directors. A quorum shall be considered valid when a
combination of members present and delegated voting authority for that
specific meeting, in writing, by board members absent totals two-thirds
of the number of directors. A board member may not exercise more than
one (1) proxy vote in addition to his or her own vote. If a quorum is
present when a vote is taken, an affirmative vote of a majority of the
directors present shall constitute an act of the board, unless otherwise
stated in the Bylaws. In all instances, at least three members of the
board of directors must actively participate in person or by conference
call for a valid vote of the board to take place. Exceptions to this
provision are votes concerning policy matters and/or expenditure of
funds in excess of $1,000.00. In such cases, absent board members will
be polled by telephone or in writing to obtain their vote.
Section 10. Committees
A. The board of directors may create one or more committees, in addition
to the Nominating Committee, and appoint members of the board, as well
as other Full Members, Associate Members, and Affiliate Members to serve
on them. Each committee may have two or more members who serve at the
pleasure of the board. The creation of a committee shall be approved by
a majority of the board.
B. Sections of the Bylaws which govern meetings, action without
meetings, quorum and voting requirements of the board of directors,
apply to committees and their members as well.
C. A committee may not:
(1) Fill vacancies on the board of directors or any of its committees.
(2) Amend or repeal the Articles of Incorporation.
(3) Amend or repeal the Bylaws.
(4) Take actions that are more appropriately taken by the board of
directors.
D. Committees of the Association are:
(1) Membership
(2) Recruiting
(3) Communications
(4) Elections
(5) Investments
(6) Annual Meeting
E. Communications Committee - The Communications Committee shall be
composed of the Newsletter Editor, the Web Site Director and the Public
Affairs Director. The Newsletter Editor shall be chairman.
The Communications Committee Chairman is primarily responsible for the
production of a quarterly membership newsletter; keeping the Board of
Directors informed of all communications activities; obtaining Board
approval for outreach activities; and coordinating with the other
members of the committee on their various responsibilities; and support
other committees as appropriate. Members of the committee will work with
the Communications Committee Chairman and the Board of Directors to
develop a strategic communications plan for AFPAAA; develop messages and
identify key audiences beyond the current membership; develop as
appropriate, public communication tactics such as news releases, media
targets, corporate targets; maintain and update the AFPAAA web site;
support other committees as appropriate.
F. Investments Committee - The committee shall be composed of three
regular members of the Association. The members of the Investment
Committee would be: Treasurer, who will also serve as Chairperson, one
member appointed from the board of directors, and another with financial
experience, appointed from the general membership. The Investment
Committee will meet quarterly by teleconference or in person to review
the Association's investments and take any action deemed appropriate to
maximize the return on those investments, exercising caution and
prudence to minimize downside risks. The Investment Committee will
operate within parameters and policies established by the board from
time to time and will report all actions taken to the board of directors
at its regular meetings and at the annual membership meeting.
G. Annual Meeting Committee - This committee shall be composed of the
Vice-President, who shall serve as chairman, the local meeting site
committee chairman, the association Treasurer, Meeting Coordinator, and
others as may from time to time, be appointed by the Chairman of the
Board. This committee shall be responsible for recommending the meeting
location to the board for approval, and handling all other details as
may be required to hold a successful annual membership meeting.
Section 11. Number, Appointment and Terms of Officers
A. The Association shall have a board chairman, president, vice
president, secretary and treasurer. The officers shall be appointed by
the board of directors from the panel of elected board members. No
individual shall be appointed an officer of the Association without
his/her prior agreement to serve.
B. The positions of chairman, president, vice president, and secretary
shall be linked in a succession process. Each year, officers in the
succession chain shall automatically advance to the next higher position
(i.e. secretary to vice president, vice president to president, etc.).
Each year, a secretary, selected from the panel of elected board
members, shall be appointed by the board.
C. The treasurer, an active member in good standing, shall be appointed
by the board of directors. The treasurer shall serve at the discretion
of the board.
D. With the agreement of all parties, the board may reappoint officers
for one (1) additional one-year term. The maximum number of years a
person shall serve in the same position in the succession chain is two
(2) years.
E. The annual term of office for Officers of the Association shall
commence on 1 July and end on 30 June.
Section 12. Duties of Officers
A. Chairman. The Chairman shall:
(1) Serve as the chief executive officer of the association.
(2) Call and chair all meetings of the board.
(3) Establish and maintain communication with SAF/PA and other
organizations in which there are mutual interest or goals. The chairman,
with the concurrence of the Board, shall appoint a liaison to SAF/PA to
exchange news and information on a mutual basis.
(4) Chair the nominating committee.
(5) Advise the president on matters concerning the Association.
B. President. The president shall be the chief operating officer of the
Association. The president shall:
(1) Chair all annual meetings and special meetings of the Association.
(2) Work closely with the board of directors and standing committees to
ensure that the Association operates in a sound manner.
(3) Coordinate the actions of other Association officers to meet
Association objectives.
(4) Chair all regular meetings of the Association's officers, committee
chairs, and, in the absence of the Chairman or in his behalf, meetings
of the board of directors.
C. Vice President. The Vice President shall:
(1) Perform the duties of the president when he/she is unavailable.
(2) Chair the annual meeting committee.
(3) Perform other duties as requested by the president.
D. Secretary. The secretary shall:
(1) Maintain Association records and file an annual report with the
State Corporation Commission as specified in Article IX.
(2) Record and maintain minutes of Association annual meetings and
special meetings.
(3) Work with the appropriate committee(s) to ensure that notices to
members are sent in a timely manner.
(4) Perform other duties requested by the president.
E. Treasurer. The treasurer shall:
(1) Prepare an annual budget for the Association.
(2) Receive and disburse Association funds.
(3) Work with the appropriate committee(s) to ensure that membership
renewal notices are sent to members in a timely manner.
(4) Maintain appropriate accounting records.
(5) Prepare and provide quarterly financial statements to the president,
board of directors, committee chairs and ex-officio board members.
(6) Prepare and provide an annual financial report to members at the
annual meeting.
(7) File required tax returns.
(8) Ensure the annual registration fee is forwarded to the State
Corporation Commission as outlined in the Virginia Nonstock Corporation
Act, Section 13.1-936.1.
(9) Work with all committees to ensure that any financial matters are
handled in a legal and proper manner.
(10) Serve as chairperson of the Investment Committee, insure quarterly
meetings are held and that the investment policies established by the
board of directors are adhered to. Report all actions of the Investment
Committee at each meeting of the board and at the annual membership
meeting.
(11) Ensure the proper administration of the AFPAAA Endowment Fund which
was established in 1996 to create a source of financial support for the
Association to provide services that benefit the membership. It is the
policy of the board that funds deposited into or generated by the
Endowment Fund shall be expended only for goods and services approved by
a majority of the board for the direct or indirect benefit of the
members. Any exceptions to this policy to provide expenditures to
support the Air Force Public Affairs mission or any other purpose that
does not directly or indirectly benefit AFPAAA members will require the
approval of two-thirds of the entire board.
F. Parliamentarian. The Chairman of the Board of Directors shall appoint
a Parliamentarian from among the Full Membership of the Association. The
Parliamentarian shall:
(1) Attend all annual meetings and special meetings of the membership.
(2) When called upon by the presiding officer, rule on questions of
parliamentary procedure that may arise during the annual or special
meetings of the membership.
(3) Follow Roberts Rules of Order in deciding questions involving
meeting procedures.
Section 13. Resignation of Officers
A. An officer may resign at any time by providing written notice to the
chairman of the board of directors, the president or the secretary. A
resignation is effective when the notice is delivered, unless the notice
specifies a later effective date.
B. The board of directors may appoint a successor to take office on or
after the effective date of an officer's resignation.
Section 14. Termination of Officers
An officer may be terminated for cause by a vote of two-thirds of the
board of directors. The board shall then appoint a new officer to fill
the vacancy for the remainder of the term of office.
Section 15. Honorary Titles
The board of directors may confer an honorary title on any person who,
in the opinion of the board, merits such appointment.
Article V
Indemnification of Directors and Officers
The Association may indemnify its directors, officers and other agents
against any expenses, judgment, fines and amounts paid in settlement
of any proceedings, civil or criminal, which arose by reason of their
relationship to the Association if they were acting in good faith and
in what they believed to be the best interests of the Association, or
had no reasonable cause to believe the action in question was
unlawful. Any indemnification payments shall be specifically
authorized by the board of directors. Any potential obligations under
this Article may, at the discretion of the board of directors, be
funded by insurance.
Article VI
Amendment of Articles of Incorporation
The board of directors may propose one or more amendments to the
Articles of Incorporation for submission to the members. Full members
may vote at an annual or special meeting, or by ballot provided by mail.
The amendment(s) shall be approved by more than two-thirds of all the
votes cast. Articles of Amendment will be filed with the State
Corporation Commission, as outlined in the Virginia Nonstock Corporation
Act, Section 13.1-888.
Article VII
Amendment of By-Laws
The board of directors may amend or repeal the Association's By-laws
by more than two-thirds of a quorum vote.
Article VIII
Dissolution
Section 1. Dissolution by Directors and Members
The board of directors may propose dissolution for submission to the
members. Full Members may vote at an annual or special meeting, or by
ballots provided by mail. The proposal to dissolve the corporation must
be approved by more than two-thirds of all the votes cast.
Section 2. Articles of Dissolution
Articles of Dissolution will be filed with the State Corporation
Commission, as outlined in the Virginia Nonstock Corporation Act,
Section 13.1-904.
Section 3. Effects of Dissolution
The Association continues its corporate existence after dissolution, but
may not transact any business except that appropriate to terminate and
liquidate its business.
Section 4. Distribution of Assets
In the process of dissolution, the assets of the Association shall be
applied and distributed as follows:
A. All liabilities and obligations of the corporation shall be paid,
satisfied and discharged, or adequate provision shall be made therefore.
B. Remaining assets, if any, shall be distributed only to tax exempt,
nonprofit organizations that exist for the purpose of furthering the
security of the United States of America.
Section 5. Articles of Termination
After the corporation has distributed all of its assets, Articles of
Termination will be filed with the State Corporation Commission, as
outlined in the Virginia Nonstock Corporation Act, Section 13.1-912.
Article IX
Records and Reports
Section 1. Corporate Records
A. The Association shall keep as permanent records, minutes of all
meetings of its members and board of directors, a record of all
actions taken by committees or board of directors without a meeting,
and a record of all actions taken by a committee of the board of
directors, in place of the board of directors, on behalf of the
corporation.
B. The Association shall maintain appropriate accounting records.
C. The Association or its agent shall maintain a record of its
members, in a form that permits preparation of a list of the names and
addresses of all members, in alphabetical order by class.
D. The Association shall maintain its records in written form or in
another form capable of conversion into written form within a
reasonable time.
E. The Association shall keep a copy of the following records:
(1) Its Articles of Incorporation and all amendments to them currently
in effect.
(2) Its By-Laws and all amendments to them currently in effect.
(3) Resolutions adopted by the board of directors creating one or more
classes of members, and fixing their relative rights, preferences and
limitations.
(4) The minutes of all members' meetings, and records of all actions
taken by members without a meeting, for the past three (3) years.
(5) Records of all actions taken by standing committees for the past
three (3) years.
(6) All written communications to members generally within the past
three (3) years.
(7) A list of the names and business addresses of the Association's
directors and officers.
(8) The Association's most recent report delivered to the State
Corporation Commission.
F. Association members are entitled to inspect and copy any records of
the corporation, as outlined in the Virginia Nonstock Corporation Act,
Section 13.1-933.
Section 2. Annual Report
The Association shall file an annual report with the State Corporation
Commission, as outlined in the Virginia Nonstock Corporation Act,
Section 13.1-936. The foregoing Bylaws are hereby adopted by the Board
of Directors on this 7th day of January 1994.
NOTES
Includes amendments to:
1. Article IV, Sections 6 and 9, adopted by the Board of Directors on
September 12, 1994;
2. Article III, Sections 1 and 5, adopted July 17, 1995;
3. Article III, Sections 1 and 5, and Article IV, Sections 10, 11, and
12, adopted April 6, 1999;
4. Article IV, Section 9, adopted September 13, 2000;
5. Article IV, Section 3, Paragraph H (added, now Paragraph G) and
Section 11, Paragraph E (added), adopted December 4, 2000;
6. Article III, Section 1, adopted September 17, 2001;
7. Article IV, Section 4, Paragraphs B, E, and F, adopted February 2,
2001;
8. Article IV, Section 10, Paragraph D (added), adopted April 8, 2002;
9. Article IV, Section 12, Paragraph D (added), adopted April 8, 2002;
10. Article IV, Section 3, Paragraphs A and B, and Section 12, Paragraph
E (added), adopted September 17, 2003;
11. Article IV, Section 3, Paragraph A, to make board 12 members,
Section 3, Paragraph B, to make newsletter editor a voting board member,
Section 10, Paragraph E (added), and old Paragraph E renamed Paragraph
F, adopted May 15, 2008;
12. Article III, Section 1, to add membership for Multimedia personnel,
adopted May 15, 2008;
13. Article IV, Section 3, paragraphs A and B to make the board 13
members, adopted May 2, 2009;
14. Article IV, Section 10, Paragraph G, to establish an Annual Meeting
Committee, adopted February 7, 2011;
15. Article IV, Section 8, Action Without a Meeting of the Board of
Directors, adopted May 8, 2014;
16. Article IV, Section 10 and Section 12, adopted September 23, 2015;
17. Article IV, Section 12, Paragraph E(11), to define the board policy
on use of the Endowment Fund monies, adopted March 11, 2018;
18. Article III, Section 1, to add membership for Civil Air Patrol
Public Affairs personnel, adopted September 20, 2019;
19. Article IV, Section 12, to define distribution of quarterly
financial statements, adopted December 20, 2019;
20. Article III, Section 3, Paragraph A, to allow cancellation of annual
meeting, adopted June 5, 2020;
21. Article III, Section 1, to add membership for AFOG members, adopted
June 5, 2020;
22. Article IV, Section 12, Paragraph A(3), to allow for appointment of
SAF/PA liaison, adopted October 27, 2020.
(The By-Laws were reviewed and approved for currency by the Board of
Directors on May 26, 2021. The most recent amendment to the By-Laws was
adopted by the Board on October 27, 2020.)