BY-LAWS OF THE TEXAS ACADEMY OF AUDIOLOGY, INC.

Revised and approved by TAA Membership, October 23, 2015

ARTICLE I OFFICES 1. The registered office of the corporation shall be at: Texas Academy of Audiology P.O. Box 93331 Lubbock, TX 79493-3331. 2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the corporation may require.

ARTICLE II SEAL 1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Texas".

ARTICLE III MEMBERSHIP 1. There will be six membership categories known as Fellow Member, Associate Member, Student Member, Patron, Life Member, and Retired Member having the following qualifications. a. Fellow Member: Membership as a Fellow Member shall be open to all audiologists having a current and valid license to practice the profession of audiology. b. Associate Member: Membership as an Associate shall be open to all Audiology Assistants having a current and valid license to practice as an Audiology Assistant. c. Student Member: Membership as a Student Member shall be open to all graduate students majoring in audiology as verified by a university training program or post-graduate students currently working toward eligibility for state license as verified by a licensed audiologist. d. Patron of the Academy: Individuals who do not qualify as Fellow, Associate, Student, Life, or Retired Member may participate in the activities open to the public as a Patron of the Academy. e. Life Member: Membership as a Life Member shall be open to all licensed audiologists who pay the life membership fee prescribed by the board of directors. Once paid, Life Members will have the same privileges and a Fellow Member but will not be required to pay annual membership fees. Membership will renew automatically each year until their death or upon a request for it to end. f. Retired Member: Membership as a Retired Member is open to all current or previously licensed audiologists who are no longer practicing. 2. The following privileges and limitations of membership shall apply: a. Fellow Members who are licensed in the State of Texas are eligible to vote and be a member of the Board of Directors. Fellow Members who are not licensed in the State of Texas are not eligible to vote and cannot be elected to the Board of Directors. b. Associate Members are not eligible to vote and cannot be elected to the Board of Directors. c. Student Members are not eligible to vote and cannot be elected to the Board of Directors. d. Patrons of the Academy are not eligible to vote and cannot be elected to the Board of Directors. e. Life Members have the same privileges as that of a Fellow Member. f. Retired Members have the same privileges as that of a Fellow Member. 3. Candidates for membership shall submit an application to the Chair of the Membership Committee who will review each application and recommend to the Board of Directors whether admission should be as a Fellow, Associate, Student member, or Patron. 4. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable by the members. Annual dues must be paid by January 1 of each year and are considered delinquent if not paid by the last day of April of the year in which they are due. 5. All members must abide by the most current Code of Ethics of the American Academy of Audiology and Code of Ethics as specified by rule by the Texas Department of Licensing and Regulation which specify professional standards that allow for the proper discharge of audiologists' responsibilities to those served and that protect the integrity of the profession. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly-constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of any dues or assessments. 6. Upon written request signed by a former member and filed with the Secretary/Treasurer, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate. 7. Membership in the corporation is not transferable or assignable.

ARTICLE IV MEETINGS OF MEMBERS 1. Meetings of members shall be held at such other place or places, either within or outside the State of Texas, and may, from time to time, be fixed by the Board of Directors deems appropriate. 2. The annual meeting of the members shall be held at a date and time specified by the Board of Directors, when they shall transact such business as may properly be brought before the meeting. If the annual meeting shall not be called and held within a calendar year, any member may call such meeting within 3 months after January 1st of the following calendar year. 3. Special meetings of the members may be called at any time by the President, or by the Board of Directors, or by at least ten percent (10%) of the voting membership. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary/Treasurer to fix the date and time of the meeting which shall be held not more than sixty days after the receipt of the request. If the Secretary/Treasurer shall neglect or refuse to fix the date and time of the meeting, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to subjects stated in the written request to call and matters germane thereto. 4. Written notice of every meeting of the members, stating the date, time, place and object thereof, shall be given by, or at the direction of, the Secretary/Treasurer to each member of record entitled to vote at the meeting, at least thirty days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case. If the Secretary/Treasurer shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so. In the case of a special meeting, the notice shall specify the general nature of the business to be transacted. 5. A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person of ten percent (10%) of the members entitled to vote shall constitute a quorum at all meetings of the members for the transaction of business except as otherwise provided by the By-Laws or by the Articles of Incorporation. The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. In the case of any meeting called for any other purpose, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, if written notice of such second adjourned meeting, stating that those members who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to each member of record entitled to vote at such second adjourned meeting at least ten days prior to the day named for the second adjourned meeting. 6. Any action which may be taken at a meeting of the members, or of a class of members, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the members who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary/Treasurer of the corporation. 7. Only TAA Fellow members who are licensed in the State of Texas shall be entitled to vote. TAA Student, Associate, Patron Members may participate in all activities of the corporation, but are not permitted to vote. All Fellows shall be entitled to one vote. No member shall sell their vote for money or anything of value. Upon request of a member, the books or records of membership shall be produced at any regular or special meeting of the corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be members entitled to vote may vote. The right of a member to vote, and that individual’s right, title and interest in or to the corporation or its property, shall cease on the termination of that individual’s membership. 8. Voting on issues conducted at a meeting where the membership is in attendance may be by ballot, mail, voice, hand raise, or any reasonable means determined by the Board of Directors. Elections for directors shall be conducted according to the following procedures. Beginning January 1 of each calendar year, the Past-President shall establish and chair a Nominations Committee. The Committee will call for nominations from the membership for candidates to vacancies on the Board of Directors. From this pool of nominations, the Nominations Committee will nominate a candidate for each office on the Board of Directors which will become vacant January 1 of the next calendar year. The Nominations Committee shall announce its nominations by August 1st. The membership shall be notified of the nominations prior to the annual meeting. Such notice shall inform the members that the election will be held at the annual meeting, and that additional nominations may be made from the floor. The election shall occur at the annual meeting. In addition to the person nominated by the committee for any office, nominations may be made from the floor. The candidate receiving the most votes for each office on the Board of Directors will be declared elected and will assume that office January 1 of the next calendar year. The Board of Directors will appoint the Chair of the Nominations Committee when the past-president is not available. 9. In advance of any meeting of members, the Board of Directors may appoint judges of election, who need not be members, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and at the request of any member shall, make such appointment at the meeting. The number of judges shall be one or three. No person who is a candidate for office shall act as a judge.

ARTICLE V BOARD OF DIRECTORS 1. The business of this corporation shall be managed by its Board of Directors, nine (9) in number. The Board of Directors will consist of the following elected officers: a President, President-Elect, Past President, Secretary/Treasurer and 5 Members-at-Large. These compose the voting members of the Board of Directors. Ex-officio members of the board shall be appointed by the President with approval by the board. Ex-officio members of the board shall have voice on the Board of Directors but will not have voting privileges. Members of the Board of Directors shall be Fellows of the Academy. Each board member shall be elected to a two (2) year term, with the exception of the offices of PresidentElect, President, and Past-President; these officers will each serve a one-year term. The office of the President-Elect shall be elected on an annual basis; this person will serve consecutive one-year terms of office as President-Elect, President, and Past President for a total term of three (3) years. No elected member of the Board of Directors may serve more than two consecutive terms. a. The President shall be the chief executive officer of the corporation; shall preside at all meetings of the members and directors; shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, or to any other officer or officers of the corporation. The President shall execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation. The President shall be an exofficio member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President. b. The President-Elect shall act in all cases for and as the President in the latter's absence or incapacity, and shall perform such other duties as may be required from time to time. The President-Elect shall become the President upon expiration of the President's term. If the President is unable to perform the duties of the office, the board may delegate those responsibilities to the President-Elect. c. Upon expiration of the President's term, that individual immediately becomes Past President and remains on the Board of Directors for a one-year period. The Past President shall serve as chair of the Nominations Committee and assist the President in matters as delegated. The Past President will assume the role of parliamentarian. d. The Secretary/Treasurer shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, record all the votes of the corporation, work with the corporation’s staff (if such staff is identified by the Board) to maintain records of the minutes of the corporation’s transactions and shall perform like duties for all committees of the Board of Directors when required. The Secretary/Treasurer shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the President, under whose supervision the Secretary/Treasurer shall be. The Secretary/Treasurer shall ensure that the Board of Directors is provided a roster of all members of TAA and of standing committees. The Secretary/Treasurer shall keep in safe custody the corporate seal of the corporation and when authorized by the President, affix the same to any instrument requiring it. e. The Secretary/Treasurer shall have custody of the corporate funds and securities and shall work with the corporation’s accountant (if one is identified by the Board) to keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the monies of the corporation in a separate account to the credit of the corporation. The Secretary/Treasurer shall submit to the board a proposed budget for each upcoming fiscal year. The budget must be approved by a majority vote of the Board. The Secretary/Treasurer and the corporation’s accountant (if one is identified by the Board) shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Board, at the regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the corporation. The Secretary/Treasurer shall report about the financial status of the corporation to the membership at the annual meeting. f. The Members-at-Large on the Board of Directors shall serve as liaisons to the membership in areas of responsibilities (for instance, with specific committees) identified by the President. g. The Board shall appoint one or more committees relating to membership, and shall designate the chair of such committees. The committees shall be responsible for keeping the administrative record of all current members, receive applications for membership in the corporation, and shall review each application and recommend to the Board of Directors whether membership status should be as a Fellow, Student member or Patron. The President, with the approval of the board, shall appoint one of the Board Members at Large to serve as board liaison with the membership committees. The Board liaison shall serve as an ex-officio member of all membership committees. h. The Board shall appoint one or more committees relating to education, and shall designate the chair of such committees. The committees shall be responsible for planning the annual meeting of members, as well as other professional meetings as necessary and appropriate, with approval of the Board of Directors. The President, with the approval of the board, shall appoint one of the Board Members at Large to serve as board liaison with the education committees. The Board liaison shall serve as an ex-officio member of all education committees. i. The Board shall appoint one or more committees relating to professional issues, and shall designate the chair of such committees. The committees shall be responsible for monitoring all non-legislative activities which may have an effect on the practice of audiology in the State of Texas and to report the same to the President and the Board. These activities may include, but are not limited to, practices of third party reimbursement agencies, issues of professional conduct, interaction with other professional organizations, and issues raised by the membership concerning the profession and practice of audiology within the State of Texas. The President, with the approval of the board, shall appoint one of the Board Members at Large to serve as board liaison with the professional issues committees. The Board liaison shall serve as an ex-officio member of all professional issues committees. j. The Board shall appoint one or more committees relating to government relations, and shall designate the chair of such committees. The committees shall be responsible for monitoring all legislative activities which may have an effect on the profession and practice of audiology in the State of Texas and to report the same to the President and Board. The President, with the approval of the board, shall appoint one of the Board Members at Large to serve as board liaison with the government relations committees. The government relations committees will work closely with the TAA Political Action Committee (PAC) by identifying key legislative issues and legislators of interest to TAA. The Board liaison shall serve as an ex-officio member of all government relations committees. k. The Board shall appoint one or more committees relating to public relations, and shall designate the chair, of such committees. The committees shall be responsible for planning and monitoring of public relations and outreach activities which may have an effect on the perception of the profession and of the academy and to report the same to the President and Board. The President, with the approval of the board, shall appoint one of the Board Members at Large to serve as board liaison with the public relations committees. The Board liaison shall serve as an ex-officio member of all public relations committees. 2. In addition to the powers and authorities by these By-Laws expressly conferred upon them, 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 the Articles or by these By-Laws directed or required to be exercised or done by the members. 3. The meetings of the Board of Directors may be held at such times and at such place or places within the State of Texas or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting. 4. Written or personal notice of every meeting of the Board of Directors shall be given to each director at least ten (10) days prior to the day named for the meeting. 5. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting, if consent or consents in writing setting forth the action so taken, is signed by all of the directors in office and shall be filed with the Secretary/Treasurer of the corporation. a. A majority vote of a quorum of the directors shall be required for the passage of any motion put before the directors, except when contraindicated by the By-Laws of the corporation. 6. The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the corporation. Any such committee, to the extent provided in the resolution of the Board of Directors or in the By-Laws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following: a. The submission to members of any action required by statute to be submitted to the members for their approval. b. The filling of vacancies in the Board of Directors. c. The adoption, amendment or repeal of the By-Laws. d. The amendment or repeal of any resolution of the Board. e. Action on matters committed by the By-Laws or resolution of the Board of Directors to another committee of the Board. 7. The Board may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board shall serve at the pleasure of the Board. 8. Directors as such, shall not receive any salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. 9. The Board of Directors may declare vacant the office of a director if that individual is declared of unsound mind by an order of court, or is found in violation of the Code of Ethics of the American Academy of Audiology, or is convicted of a felony, or if within sixty (60) days after notice of selection, that individual does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfill such other requirements or qualifications as the By-Laws may specify. 10. A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform assigned duties as a director, including duties as a member of any committee or Board upon which the individual may serve, in good faith, in a manner that individual reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing these duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following: a. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented. b. Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person. c. Committee of the Board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which the director reasonably believes to merit confidence. 11. A director shall not be considered to be acting in good faith if that individual has knowledge concerning the matter in question that would cause such reliance to be unwarranted. 12. In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual directors may, in considering the best interests of the corporation, consider the effects of any actions upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section. 13. Absent breach of fiduciary duty, lack of good faith or self dealing actions taken as a director or any failure to take any action shall be presumed to be in the best interest of the corporation. 14. A director of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: a. The director has breached or failed to perform the duties of that individual’s office under this section. b. The breach or failure to perform constitutes self dealing, willful misconduct or recklessness. 15. The provisions of this section shall not apply to: a. The responsibility or liability of a director pursuant to any criminal statute. 16. The liability of a director for the payment of taxes is pursuant to local, State or Federal law.

ARTICLE VI VACANCIES 1. Vacancies in the board of directors shall be filled by a majority of the remaining members of the board, though less than a quorum, and each person so elected shall be a director until a successor is elected by the members, who shall make such election at the next appropriate annual meeting of the members, or at any special meeting duly called for that purpose and held prior thereto.

ARTICLE VII BOOKS AND RECORDS 1. The corporation shall keep an original or duplicate record of the proceedings of the members and the directors, the original or a copy of its By-Laws, including all amendments thereto to date, certified by the Secretary/Treasurer of the corporation, and an original or duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each. The corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the corporation or at its principal place of business wherever situated. 2. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours of business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the corporation at its registered office or at its principal place of business wherever situated.

ARTICLE VIII MEMBERSHIP CERTIFICATES 1. Membership in the corporation may be evidenced by certificates of membership, in which case they shall be in such form and style as the board of directors may determine. The fact that the corporation is a nonprofit corporation shall be noted conspicuously on the face of each certificate. They shall be signed by the President or the President-Elect and by the Secretary/Treasurer or an Assistant Secretary/Treasurer, and shall bear the corporate seal.

ARTICLE IX TRANSACTION OF BUSINESS 1. The corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds of the members in office of the board of directors, except that whenever there are twenty one or more directors, the vote of a majority of the members in office shall be sufficient. Unless otherwise restricted in these By-Laws, no vote or consent of the members shall be required to make effective such action by the Board. If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance. 2. Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among members, directors or officers of the corporation. 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

ARTICLE X ANNUAL REPORT 1. The board of directors shall present annually to the members a report, verified by the President and Secretary/Treasurer or by a majority of the directors, showing in appropriate detail the following: a. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report. b. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report. c. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation. d. The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation. e. The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found. 2. This report shall be filed with the minutes of the meeting of members.

ARTICLE XI NOTICE 1. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, to that individual’s address appearing on the books of the corporation, or, in the case of directors, supplied by that individual to the corporation for the purpose of notice. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these By-Laws. When a special meeting is adjourned it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. 2. Whenever written notice is required to be given under the provisions of the statutes or the articles or By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. In the case of a special meeting of members such waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XII MISCELLANEOUS PROVISIONS 1. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December. 2. One or more persons may participate in a meeting of the Board or of the members by means of conference telephone or similar communications equipment so that all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. 3. So long as the corporation shall continue to be organized on a non-stock basis, the Board of Directors shall have authority to provide for the members to make capital contributions in such amounts and upon such terms as are fixed by the directors in accordance with the provisions of Title 2 Corporations, Chapter 22, Nonprofit Corporations, Subchaper A, General Provisions of the Texas Business Organizations Code. 4. The Board of Directors, by resolution, may authorize the corporation to accept grants, gifts or bequests from members or nonmembers on terms and conditions consistent with established law. 5. CONFLICT OF INTEREST. Any TAA Board of Directors member who has a personal financial interest or relationship with a proposed transaction before the TAA board shall disclose that interest or relationship at the start of discussions on the proposed transaction. If the Board determines that a conflict of interest does exist, that board member shall not participate in the discussion or vote on such transactions.

ARTICLE XIII INDEMNIFICATION 1. The corporation shall indemnify each of its directors, officers and employees whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a director, officer or employee of the corporation. The individual shall have no right to reimbursement in relation to matters as to which he or she has been adjudged liable to the corporation for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. However, the right to indemnity for expenses shall apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement. 2. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such director, officer or employee may be entitled.

ARTICLE XIV AMENDMENTS 1. By-Laws may be adopted, amended or repealed by the vote of members entitled to cast at least a majority of the votes which all members present are entitled to cast thereon at any regular or special meeting duly convened after notice to the members of that purpose.

ARTICLE XV LIQUIDATION 1. Upon dissolution of the corporation, the Board of Directors shall, after applying or making provisions for payment of all the liabilities of the corporation, dispose of all the corporation's assets exclusively for the purposes of the corporation in such a manner or to such organization or organizations organized or operated exclusively for charitable, educational or scientific purpose which at the time qualify as an exempt organization or organizations under section 501 C (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the directors shall determine. Any such assets not so disposed of shall be disposed of by the court of original jurisdiction of the county in which the office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.