ARTICLES OF INCORPORATION
Amended April 2010

ARTICLE I – NAME
The name of this organization shall be the International Association of Operative Millers.

ARTICLE II – INCORPORATION
The International Association of Operative Millers is incorporated under the laws of the state of Missouri.

ARTICLE III – PURPOSE

Section 1. The purpose of this Association as a corporation is organized exclusively for educational and scientific purposes within the meaning of section 501(c) (6) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).

Section 2. Further, to promote a spirit of fellowship and cooperation, and knowledge and technology of the grain and seed milling and processing industries, operative millers and those industries and individuals allied or closely associated with the industries.

ARTICLE IV – DISSOLUTION

Section 1. In the event the membership votes for a dissolution of the Association by following the Bylaws as stated on amendments to the Bylaws, the surplus funds after settling all just claims against the Association shall be donated to the Grain Science Department of Kansas State University to further the education of undergraduates into the sciences of grain milling, or donated to another such accredited four year college fulfilling the same purposes. This choice of college would be by recommendation of the Board of Directors and a vote of the full membership.

Section 2. In the event the membership votes for a dissolution of the Association by a merger with another Association by following the Bylaws as stated on amendments to the Bylaws, and in the event the other association does not qualify, or the merger of the two does not qualify as a distributee pursuant to Section 501(c) (6) of the Internal Revenue code, the surplus funds are to be resolved as in Section 1 of this article.

ARTICLE V – BYLAWS, RULES AND REGULATIONS
Such Bylaws, rules and regulations as are not inconsistent with the Articles of Incorporation may be adopted for the management and control of the Association.

BYLAWS
Revised April 2016

These Amended and Restated Bylaws (the “Bylaws”) of the International Association of Operative Millers, a Missouri mutual benefit corporation (the “Association”), were adopted and approved by the Board of Directors (the “Board”) and members of the Association as of April 7, 2016.  These Bylaws amend and restate all prior bylaws of the Association.

Membership
Composition. Membership in the Association shall be composed of Active, Junior Active, Associate, Distinguished and Emeritus Members.

Application. Applications for Active, Junior Active or Associate Membership shall be made in writing and accompanied by the appropriate fee to the Executive Vice President, or shall be made via the Association’s website with fees charged to a valid credit card. Application for Emeritus Membership shall be made in writing to the Executive Vice President.

Qualifications
Active Member.
 An Active Member shall be a milling, cereal grain or seed processing professional or milling engineer; a manager or supervisor of quality control, food protection or safety; mill manager or other manager within the milling, cereal grain and seed processing industry actively and actually engaged in milling, cereal grain and seed processing at the time of making application for membership. If an Active Member leaves the position described in this Section 1.3(a) to engage in activities described in Section 1.3(c), the member shall immediately, and without further action on the part of the member or the Board, be transferred to Associate Member status. Upon return to the activities described in this Section 1.3(a), Active Member status shall immediately, and without further action on the part of the member or the Board, be restored.

Junior Active Member. A Junior Active Member shall be: (i) a student in an undergraduate educational institution pursuing the study of milling, cereal grain or seed processing, or (ii) an individual who went directly into the employment of a grain milling firm, is in his or her first year of employment and who by nature of his or her association, is in a position to contribute to the operative milling, cereal grain or seed processing industry and to acquire the experience and skill necessary to become an Active Member.

Associate Member. An Associate Member shall be: (i) an individual or corporation engaged in providing products or services to the milling, cereal grain or seed processing industry, or (ii) an individual operating in an affiliated industry.

Distinguished Member. A Distinguished Member shall be an Active Member elected at the annual meeting of the Association (the “Annual Meeting”) by the affirmative vote of two-thirds (2/3) of the members present and voting to admit such Active Member to the Distinguished Membership. Only Active Members recommended by the Board shall be considered for election to the Distinguished Membership. Candidates for election to the Distinguished Membership shall be nominated by the Nominating Committee and presented to the Board, which shall vote whether to recommend the candidate to the entire membership.

Emeritus Member. An Emeritus Member shall be an Active Member or an Associate Member who has retired from business, or left the milling, cereal grain or seed processing industry, after having been a member for a combined total of ten (10) or more years in either classification.

Rights and Privileges of Membership.

Active Member. An Active Member has all rights and privileges of membership, including the right to vote and hold office.

Junior Active Member. A Junior Active Member has all rights and privileges of Active membership, except that a Junior Active Member shall not have the right to vote or hold elective office.

Associate Member. An Associate Member has all rights and privileges of Active membership, except that an Associate Member shall not have the right to vote and may only hold the position of Secretary-Treasurer of a District.

Distinguished Member. A Distinguished Member has all rights and privileges of Active membership.

Emeritus Member. An Emeritus Member has all rights and privileges of Active membership, except that an Emeritus Member shall not have the right to vote and may only hold the position of Secretary-Treasurer of a District.

Membership Identification. Membership cards shall be issued to Active, Junior Active, Associate, Distinguished and Emeritus Members.

Dues and Fees. Dues and fees, if any, for all classes of membership shall be established by the Board. The membership dues shall be made payable to the Association and shall be made in advance on the first day of January of each year (the “Payment Date”). Distinguished Members shall be exempt from all dues and fees.

Delinquency, Suspension and Termination
Suspension of Membership.
A member of the Association who fails to pay dues and fees as required under Section 1.6 within thirty (30) calendar days of the Payment Date shall be suspended from the activities of membership automatically and without further action on the part of the Board.  Such member shall be notified of such delinquency and suspension, and the resulting suspension shall continue until such time as all delinquent dues and fees are paid in full.

A member may be suspended from the activities of membership for committing a violation of these Bylaws or of any lawful rule or practice duly adopted by the Association or engaging in any other conduct prejudicial to the interests of the Association, for such period as may be determined by the Board in its sole discretion, by a two-thirds (2/3) vote of the entire Board (a “Suspension Vote”).

Termination of Membership.  Membership may be terminated by a two-thirds (2/3) vote of the entire Board (a “Termination Vote”):
If the member no longer qualifies for membership under these Bylaws, or amendments hereto;

If the member fails to pay dues; or

For committing a violation of these Bylaws or of any lawful rule or practice duly adopted by the Association or engaging in any other conduct prejudicial to the interests of the Association.

Procedures for Suspension or Termination of Members.  At least twenty (20) days prior to any Suspension Vote or Termination Vote, a written statement setting forth the acts or omissions forming the basis for such suspension or termination, as the case may be, shall be sent by certified or registered mail, or by electronic transmission, to the address of record of the member as set forth in the records of the Association.  The statement shall be accompanied by a notice of the time and place of the meeting of the Board, or a duly appointed committee thereof, at which the suspension or termination shall be considered and shall provide that the member shall have the opportunity to appear in person and/or be represented by counsel to present any defense to such suspension or termination.

District Organization. The Board, in its discretion, may establish geographical districts (“Districts”) and other organizational units (“Units”) to serve special interests of the milling, cereal grain and seed processing industry.  The Board shall have and exercise full authority over the policies, services, programs and budgets of all Districts and Units, including qualification for membership, unless otherwise stated in these Bylaws.

Authority and Responsibility. Districts and Units shall operate in accordance with such guidance, rules and regulations as may from time to time be adopted by the Board.

District Membership. Members of the Association shall be assigned to a District based on the geographical location of his or her residence or place of business. A member, who for reasons of convenience of travel or similarity in trade conditions peculiar to the trade territory of such member, may, by written request approved by the Board, join a District other than the District prescribed by the first sentence of this Section 1.8(a).  Initially, the Districts shall be:

Central, consisting of the states of Illinois (western border area), Kansas (eastern border area), Missouri and Nebraska;

Wheat State, consisting of the states of Kansas (except the northeastern border area), Colorado and Wyoming;

Texoma, consisting of the states of Oklahoma, Texas, Arkansas and Louisiana;

Western, consisting of the states of Arizona, California, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, and Washington;

Niagara, consisting of the states of Connecticut, New Hampshire, New Jersey, New York, Maine, Massachusetts, Pennsylvania, Rhode Island and Vermont in the U.S.A., and the provinces of New Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward Island and Quebec in Canada;

Ohio Valley, consisting of the states of Illinois (except the western border area), Indiana, Kentucky and Ohio;

Wolverine, consisting of the state of Michigan;

Southeastern, consisting of the states of Alabama, Delaware, Georgia, Florida, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia;

Flour City, consisting of the states of Iowa, Minnesota, North Dakota, South Dakota and Wisconsin; and

Western Canadian, consisting of the state of Alaska in the USA, and the provinces of Alberta, British Columbia, Manitoba, Northwest Territories, Nunavut, Saskatchewan and Yukon in Canada.

District Officers. Each District will elect the following officers: Chairperson, Vice Chairperson, 1st Executive Committeeperson, 2nd Executive Committeeperson, 3rd Executive Committeeperson, Secretary and Treasurer; provided, however, that the offices of Secretary and Treasurer may be held by the same member.

District Executive Committee. The officers listed in Section 1.8(c) will constitute the District Executive Committee.

Qualification for District Office. Each of the District Officers must be an Active Member of the Association, with the exception of the Secretary and Treasurer, who must be members (or a single member) from any classification described in Section 1.3.

Rights and Privileges of District Membership. Only Active Members are entitled to vote at District Executive Committee meetings. The Chairperson shall vote only in case of a tie. Only Active Members are entitled to vote at district business meetings.

Group Organization. The Board may organize any number of such Districts and Units into groups (“Groups”) for purposes of the election of Representative Directors (as hereinafter defined) or for such purposes as the Board may determine.  In addition, the Board may, from time to time, rename, modify or terminate any Group; provided, however that any modification or termination of a Group shall not, without further action by the Board, affect any District or Unit constituting such Group.  The Board shall have and exercise full authority over the policies, services, programs and budgets of all Groups, unless otherwise stated in these Bylaws.

Authority and Responsibility. Groups shall operate in accordance with such guidance, rules and regulations as may from time to time be adopted by the Board.  Each Group shall be represented on the Board by the number of directors (each a “Representative Director”) prescribed by the later of (i) these Bylaws, (ii) any amendments hereto, or (iii) action by the Board establishing or modifying the number of Representative Directors to be elected by such Group.  A Representative Director shall be elected from among the members within the electing Group.

Election of Directors.  At or prior to the Annual Meeting of the membership, each Group shall elect the number of Representative Directors prescribed by the later of: (i) these Bylaws, (ii) any amendments hereto, or (iii) action by the Board establishing or modifying the number of Representative Directors to be elected by any Group.  Such election of Representative Directors may be conducted by mail or electronic ballot, by a vote of those members present and entitled to vote thereon, or by a combination of the foregoing, as may be determined by the Board in its discretion.  A Representative Director shall assume office as of the expiration of the term of the outgoing Representative Director and shall serve for a term of three (3) years or until his or her successor is elected and assumes office, unless earlier terminated by resignation, death, disability or removal.  No elected Representative Director who has served two (2) consecutive three-year (3-year) terms shall be eligible for re-election to the same office, until at least one (1) year has elapsed since the end of the second three-year term; provided, however, that completion of the unexpired term of a directorship vacated by resignation or removal shall not affect the completing Representative Director’s opportunity to serve two (2) full consecutive terms. No single District may have more than one Representative Director elected by a Group.

Group Membership; Representative Directors. Initially, the Groups, and the respective numbers of Representative Directors to be elected by such Groups, shall be:

Group 1, consisting of the Central, Wheat State and Texoma Districts.  Group 1 shall be represented by, and shall elect, two (2) Representative Directors;

Group 2, consisting of the Western District.  Group 2 shall be represented by, and shall elect, one (1) Representative Director;

Group 3, consisting of the Niagara, Ohio Valley, Wolverine and Southeastern Districts.  Group 3 shall be represented by, and shall elect, three (3) Representative Directors;

Group 4, consisting of the Flour City District.  Group 4 shall be represented by, and shall elect, one (1) Representative Director; and

Group 5, consisting of the Western Canadian District.  Group 5 shall be represented by, and shall elect, one (1) Representative Director.

OFFICERS
Composition. The officers of the Association shall be comprised of the Immediate Past President of the Association; the President, who will assume the office of President after serving as Vice President; Vice President; and Treasurer. The Association also shall have an Executive Vice President and Secretary (who shall be the same individual) who shall be appointed by and serve at the pleasure of the Board.

Qualification for Office. Each of the elected officers must be an Active Member of the Association. To be eligible for nomination to the offices of Vice President and Treasurer, the nominee must be a present or past member of the Board, or must have served at least three (3) years on one of the Association’s standing committees.

Nomination and Qualification of Officers. In accordance with the procedure specified in Section 5.2, the Nominating Committee shall prepare and submit to the members at the Annual Meeting nominations for Vice President and Treasurer of the Association. Any person so nominated shall have given his or her prior consent and must have received prior consent from the individual’s company and/or employer to nomination, election and service as an officer.

Term of Office. Each elected officer shall take office immediately upon installation and shall serve for a term of one (1) year or until a successor is duly elected and qualified. Each elected officer shall serve concurrently as a member of the Board.  The Executive Vice President shall serve a term as determined by the Board.

Re-election. No elected officer who has served one (1) full term shall be eligible for re-election to the same office, until at least one (1) year has elapsed.

Vacancies-Removal. Vacancies in any elective office may be filled for the balance of the term thereof by a plurality vote of the Board upon recommendation of the Nominating Committee. Any officer may be removed for no reason or for any reason that is not unlawful by a two-thirds (2/3) vote of the entire Board.

DUTIES OF OFFICERS
President. The President shall be the chief elected officer of the Association and shall preside at all meetings of the membership and meetings of the Board. The President shall serve as an ex-officio member of all committees except the Nominating Committee and the International Committee and shall annually make all required appointments under Section 5.1. At the Annual Meeting of the Association and at such other times as deemed proper, the President shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association. The President shall perform such other duties as are necessarily incident of the office of President or as may be prescribed by the Board.  The President shall vote at Board and committee meetings only to break a tie among the members of the Board or committee then voting.

Vice President. The Vice President shall succeed to the office of President. The Vice President shall perform such duties as are delegated by the President or prescribed by the Board, and shall perform the duties of the President in the event that the President is unable to serve.

Treasurer. The Treasurer shall be the principal financial officer of the Association, shall have responsibility for the care of the funds of the Association and the establishment of proper accounting procedures for the handling of the Association’s funds, and shall report on the financial condition of the Association at all meetings of the Board, the membership, and at other times as called upon by the President.  The Treasurer shall nominally be in charge of the funds of the Association, the collection of revenues, the making of disbursements, and the recording of the same; however, it is contemplated that the Treasurer shall ordinarily delegate these duties to the Executive Vice President.

Immediate Past President. The Immediate Past President shall provide advice to the Board and shall perform all other such duties as may be prescribed by the Board.

Executive Vice President. The Board shall employ a salaried chief administrative officer who shall have the title of Executive Vice President and whose term and conditions of employment shall be specified by the Board. The Executive Vice President will also serve as Secretary of the Association. The Executive Vice President, as administrative officer, shall manage and direct all activities of the Association subject to the policies of the Board and through the office of the President. The salary and permissible expenses of the Executive Vice President shall be fixed by the Board. The Board may require that a trust or surety bond be furnished by the Executive Vice President to secure the faithful performance of the duties of the office in such sum as may be designated by the Board. The expense of the bond will be paid by the Association. The Executive Vice President shall employ, and may terminate the employment of, individuals he or she deems necessary or advisable to carry on the work of the Association (“Employees”) and shall recommend the compensation of Employees within the approved budget. The Executive Vice President shall define the duties of Employees, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interests of the Association. The Executive Vice President shall serve without vote as an ex-officio member of the Board, the Executive Committee, and all standing committees.

BOARD OF DIRECTORS
Authority and Responsibility. The governing body of this Association shall be the Board, which shall have general charge of the business and affairs of the Association.

Composition. The Board shall consist of the Immediate Past President, President, Vice President, Treasurer, Executive Vice President, and Group representatives, as provided in Section 1.9, who shall serve with the title of Representative Director. All members of the Board must be Active Members of the Association, with the exception of the Executive Vice President.

Meetings of the Board of Directors. The Board shall meet at the same location and preceding the opening session of the Annual Meeting. The Board also shall meet at any time that the President deems necessary or advisable.

Quorum of the Board of Directors. A majority of the entire Board shall constitute a quorum at any meeting of the Board. In the event that a quorum is not present at any Board meeting, the Board members in attendance may adjourn such meeting from time to time until a quorum is present. The vote of the majority of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board. In all matters coming before the Board, each member of the Board shall be entitled to cast one vote, subject to Section 3.1. Voting rights of a Representative Director may be delegated to another representative of the Group, but shall not be exercised by proxy. Voting rights of an officer may not be delegated.

Vacancies and Removal. Any vacancy in the position of Representative Director occurring between annual meetings of the electing Group shall be filled by joint action of the Executive Committees of the Districts constituting such Group. A Representative Director so appointed shall complete the unexpired term of his or her predecessor. The Board may remove any officer or Representative Director for Cause by a two-thirds (2/3) vote of a quorum of the Board at any regular or special meeting.

COMMITTEES
Authority and Responsibility. The President, subject to the approval of the Board, shall annually appoint standing committees and special or ad hoc committees as required to perform the duties as prescribed by the President or the Board or as may be required by the Bylaws.

Nominating Committee. The President shall appoint a Nominating and Awards Committee consisting of three former Presidents, who continue to be Active Members at the time of appointment, to select one (1) candidates for each of the offices of Vice President and Treasurer. The Nominating Committee will report the names of the candidates at the time of election at the next Annual Meeting.

Executive Committee.
Authority and Responsibility. The Board may establish an Executive Committee to serve at the pleasure of the Board, which may act as and on behalf of the Board during the periods between Board meetings on all matters, except for such matters as may be specifically reserved to the Board by these Bylaws. The Executive Committee shall oversee the financial affairs of the Association. Actions and recommendations of the Executive Committee shall be reported to the Board by mail, by electronic transmission, or in person at the next meeting of the Board. The President will serve as Chairperson of the Executive Committee.

Composition and Election. If established, the Executive Committee shall consist of the Immediate Past President, the President, the Vice President, the Treasurer, and the Executive Vice President.

Quorum; Call of Meetings. A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Executive Committee. The President shall call such meetings of the Executive Committee as the business of the Association may require.  In addition, a meeting may be called by the Executive Vice President upon the request of three (3) members of the Executive Committee.

Compensation Committee.
The Board shall establish a Compensation Committee consisting of the President, Vice President, Treasurer, Immediate Past President and one Representative Director appointed by the Board. The Compensation Committee shall review all compensation, personnel and benefit matters relating to Employees and make recommendations to the Board. The Representative Director shall serve until his or her term has expired or until the Board appoints a new Representative Director.

International Committee.  The Board shall establish an International Committee consisting of one (1) representative (each, an “International Representative”) of each of the Association’s international regions (each, an “International Region”).  International Representatives may be elected or appointed according to procedures established by the electing International Region, subject to the approval of the Board.  The International Committee, and all members thereof, shall be entitled to notice of all meetings of the Board, may participate in such meetings of Board, and may provide advice and comment with respect to any matter before the Board; provided, however, that the International Committee, and the members thereof, shall not be counted for purposes of determining the presence of a quorum at any Board meeting and shall not be entitled to vote on any matter being considered by the Board.  Notwithstanding the foregoing, however, the International Committee, and members thereof, may be excluded from any portion of any meeting where counsel for the Association is present and such exclusion is necessary to preserve any attorney-client privilege with respect to the communications during such portion of the meeting, and the Association shall not be required to provide to International Committee, and members thereof, any written materials or other information subject to the attorney-client privilege.  For the absence of doubt, membership on the International Committee shall in no way prejudice an Association member who is an Active Member or Distinguished Member from exercising the usual privileges arising from such status under these Bylaws and amendments thereto.

Creation and Dissolution of Committees. The President shall monitor the actions of the committees of the Association and shall recommend to the Board as needed regarding the creation, dissolution or consolidation of these bodies.

MEETINGS
Annual Meeting. The Annual Meeting of the membership shall be held at such time and such place, within or without the State of Missouri, as the Board may select. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Association.

Executive Session. The membership, by a majority vote of Active Members and Distinguished Members present and voting, may go into executive session at any time during the Annual Meeting, and none but the officers and voting members shall be admitted to such session.

Special Meetings. Special meetings of the membership (each a “Special Meeting”) may be called by the Board at any time, or shall be called by the President upon receipt of a written request by two and one-half percent (2 1/2%) of the Active Members. The business to be transacted at any Special Meeting shall be stated in the notice thereof, and no other business may be considered at such Special Meeting. Adoption of any matter at a Special Meeting shall be by majority vote.

Notification. Written or printed notice stating the place, day and hour of any meeting of the membership and, in case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days prior to the date of the meeting either in person, by mail or by electronic transmission, by or at the direction of the President, the Executive Vice President, Secretary, or the officers or persons calling the meeting, to each Active Member and Distinguished Member entitled to vote at such meeting. If mailed, notice shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears in the records of the Association, with postage thereupon prepaid. If sent by electronic transmission, notice shall be deemed delivered when sent to the member at his or her electronic mail address, if any, as it appears in the records of the Association.

Voting Eligibility. Active Members and Distinguished Members, in good standing only, shall be entitled to vote at any Annual or Special Meeting.

Voting by Ballot. In all matters to be brought before the membership for a vote, the vote may be taken by mail or electronic ballot, or by a combination of foregoing, in lieu of a formal meeting, provided that the ballots, and a description of the matter(s) to be voted on, are furnished to the members entitled to vote at least thirty (30) days prior to the return deadline for the ballots. The Executive Vice President and/or Secretary shall tabulate and file the results of the ballots with the minutes of the appropriate Annual or Special Meeting.

Quorum of Members. Those Active and Distinguished Members present and voting shall constitute a quorum for the transaction of business at any meeting of the members.

Adjournment of the Meeting. A meeting of members may be adjourned by a majority vote of the Active and Distinguished Members present, without further notice.

Cancellation of Meetings. The Board, in its discretion, may cancel or postpone any Annual Meeting.

ELECTIONS
Nominating Committee Report. At the Annual Meeting, the Chairman of the Nominating Committee will report the names of the candidates for the offices of Vice President and Treasurer.

Ballots and Voting. The election of Vice President and Treasurer shall be by majority vote of the members present and voting. Active Members and Distinguished Members in good standing only shall be entitled to vote. If only one candidate has been nominated for a given office, voting may be conducted by a show of hands or voice; but if two or more candidates have been nominated for a given office, the voting will be conducted by written ballot.

Assumption of Offices. At the completion of the President’s one-year (1-year) term, the President will assume the office of Immediate Past President, and the Vice President will assume the office of President.

AMENDMENTS
These Bylaws may be amended either: (1) by the Board at any annual or special meeting of the Board by ¾ majority vote of the quorum, pursuant to the other voting and approval procedures set forth in ARTICLE IV; or (2) by the Active Members at any annual meeting of the association by majority vote of the Active Members present and voting; provided the Active Members are given Proper Notification of the proposed changes in all instances.  Proper Notification shall consist of delivery of a copy of the proposed changes and notice of proposed action by US Mail, fax, or by electronic transmission to one or more of the last known points of contact, physical or electronic, as provided by the Active Member and documented in the membership directory.  Delivery shall be considered to have taken place at the time of electronic transmission, or at the time physically received by a US Postal Service mail carrier, or at the time of placement in an official receptacle of the US Postal Service.  Delivery shall take place not less than thirty (30) nor more than sixty (60) days prior to the vote of the Board or Active Members.

FISCAL YEAR
The fiscal year of the Association shall be determined by the Board.

PARLIAMENTARY PROCEDURES
The rules contained in Roberts Rules of Order, Revised, shall govern the Association in all cases which they are applicable and in which they are not inconsistent with the Articles of Incorporation and Bylaws of the Association.

INDEMNIFICATION CLAUSE
The Association shall indemnify to the full extent authorized or permitted by the laws of the State of Missouri as not in effect as hereafter amended, any person made or threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, committee member or agent of the corporation or serves any other enterprise as such at the request of the corporation. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled apart from this ARTICLE XI. The foregoing right of indemnification shall continue as to a person who has ceased to be a director, officer, committee member or agent and shall insure to the benefit of the heirs, the executors and administrators of such a person.

ANNUAL AUDIT
A reputable firm of certified public accountants shall be engaged to audit annually the Association’s books of accounts and other pertinent financial and membership records, and such accountants shall submit their report in writing to the President, Vice President, Treasurer, Immediate Past President and the Executive Vice President, who shall in turn, disclose its contents to the full Board.