ARTICLE I. PURPOSE
The Genetic Metabolic Dietitians International, Inc. (GMDI) shall be a nonprofit corporation organized under the Georgia Nonprofit Corporation Code and shall receive contributions and serve the purposes authorized in the Articles of Incorporation, solely and exclusively for charitable, religious and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Specifically, the purposes of the Corporation are as set forth in the Articles of Incorporation.
ARTICLE II. MISSION
The mission of the organization will be to provide standards of excellence and leadership in nutritional therapy for genetic metabolic disorders through clinical practice, education, advocacy, and research.
ARTICLE III. MEMBERSHIP
Section 3.1. Categories of Membership.
There shall be four categories of members: Full members, Associate members, Student members, and Emeritus members. The Board of Directors has the right to determine the membership category of any applicant.
Section 3.2. Full Membership.
Full membership shall be extended to any person who is a Registered Dietitian credentialed according to the regulations of the Academy of Nutrition and Dietetics on Dietetic Registration (AND-CDR), and who works with and provides nutritional management to patients who have genetic metabolic disorders. Individuals who have completed formal training in nutrition or dietetics received outside the United States and US Territories, who are credentialed by that country’s professional association and/or regulatory body, and who work with and provide nutrition management to patients who have genetic metabolic disorders are eligible for Full membership. Full members may attend all meetings of members, vote in general elections, hold office, serve on the Board of Directors, serve as Chair of a committee, and serve on standing or ad hoc committees. Full members are entitled to one vote on each matter submitted to a vote of the members.
Section 3.3. Associate Membership.
Associate membership shall be extended to any person who is a health care professional whose interests focus on the nutritional management of patients with genetic metabolic disorders. Associate members have all privileges of full members except they may not vote in general elections, hold office, or serve on the Board of Directors. They may serve on standing or ad hoc committees.
Section 3.4. Student Membership.
Student membership shall be extended to any student enrolled in an accredited training program who is interested in nutritional management of genetic metabolic disorders. Full members who are enrolled as full-time students in a professional course of study are eligible for Student membership. Student members shall have all the privileges of associate membership.
Section 3.5. Emeritus Membership.
Emeritus membership shall be extended to any Full member who is retired and has been a member in good standing of GMDI. Emeritus members shall have all the privileges of Associate membership.
Section 3.6. Approval of Membership.
Review of application and approval of membership shall be overseen by the Membership and Nominating Committee, with the advice of the Board of Directors.
Section 3.7. Code of Ethics.
By accepting membership, a member agrees to be guided by the Academy of Nutrition and Dietetics Code of Ethics, which reflects “the values and ethical principles guiding the dietetics profession and…commitments and obligations of the dietetics practitioner to client, society, self, and the profession”. Included in the AND Code of Ethics is a conflict of interest principle to “be alert to situations that might cause a conflict of interest or have the appearance of a conflict” which a member will also be guided by. Members from outside the United States and US Territories who are credentialed by that country’s professional association and/or regulatory body, agree to be guided by the professional Code of Ethics (including the conflict of interest clause) of their credentialing organization.
Section 3.8. Suspension, Expulsion, and Resignation.
A member shall be suspended for non-payment of dues, as provided for in Article IX, Section 9.2, and may be expelled or suspended for cause by a three-fourths vote of the Board of Directors upon a finding that such member has violated standards of the organization or as recommended by the Membership and Nominating Committee. A member may resign at any time. Policy for suspension, expulsion, and resignation from GMDI is independent of that of the American Academy of Nutrition and Dietetics.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1. Board of Directors.
The Board of Directors shall be the governing body of GMDI and will manage and administrate the development, implementation, and evaluation of the work and actions of the organization. The Board of Directors shall consist of the officers of GMDI (President, President-elect, Past President, Treasurer, and Secretary) as set forth in Article VI, Section 6.1 and the Chairpersons of the standing committees denominated in Article V. The actions of each member of the Board of Directors shall be consistent with the goals of GMDI as stated in the Articles of Incorporation and in these Bylaws. No person may hold more than one position on the Board of Directors simultaneously, with the exception of the elected Officers so stated in Article V, sections 5.9, 5.10, and 5.13; and Article VI, Section 6.2.
Section 4.2. Number of Directors.
The Board of Directors shall consist of no fewer than ten members (the officers and committee chairpersons). The number of Directors may be increased or decreased by amendment to these Bylaws by the existing Board of Directors.
Section 4.3. Resignation.
A Director may resign at any time by resigning the office or chair position by virtue of which that person held the position of Director. The resignation shall take effect upon the effective date of the resignation from such office or chair position. The Past President may resign in the same manner as an incumbent officer. Vacancies in an office will be filled in accordance with Articles V and VI, Sections 5.4 and 6.4.
Section 4.4. Meetings.
Regular meetings of the Board of Directors shall be held at such times and venues as the Board of Directors may determine. Meetings may be held in person or by electronic or long distance conferencing. Special meetings of the Board of Directors may be held at any time and place upon call of the President.
Section 4.5. Quorum of Directors.
The presence of a simple majority (50% plus 1) of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Directors. Participation by one or more Directors by means of a conference telephone or similar equipment allowing all persons participating in the meeting to hear each other at the same time shall constitute presence at such meeting.
Section 4.6. Adjourned Meetings.
A simple majority of the members of the Board of Directors present at a meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Notice of the time and place of such adjourned meeting shall be given to Directors who were not present at the time of such adjournment.
Section 4.7. Action of the Board of Directors.
The vote of a simple majority of the members of the Board of Directors present at the time of the vote, if a quorum is present, shall be the act of the Board of Directors, unless the question of action is one upon which a different vote is required by express provision of statute, the Articles of Incorporation or these Bylaws. Each Director shall have one vote.
Section 4.8. Action by Consent of Directors.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the members of the Board of Directors consent, in electronic and/or print correspondence with the Secretary, to the adoption of a resolution authorizing such action, provided that all members of the Board of Directors constitute a quorum of such Board at the time of such action. Documentation of such consents shall be filed with the minutes of proceedings of the Board of Directors.
Section 4.9. Notice.
Notice by electronic or print correspondence of the time, venue, and purpose of regular or special meetings of the Board of Directors shall be given by the President or other Board member as designated by the President to each Director with sufficient notice before such meeting. Notice of any meeting need not be given, however, to any Director who submits a waiver of notice, before or after the meeting, or who attends the meeting without protesting the lack of notice. Business transacted at a special meeting shall be limited to the purpose stated in the notice thereof.
Section 4.10. Attendance.
Attendance and active participation in Board meetings is required. Any Director who is absent without cause from three scheduled regular meetings in a twelve month period shall be subject to removal from the Board of Directors and from the office or chairmanship held by such individual. The Board of Directors may, at its discretion, reinstate any Director who is to be automatically removed because of lack of attendance, if the Director has demonstrated sufficient commitment to GMDI and just cause for absences. Notice must be sent to a Director warning of possible termination because of poor attendance prior to official removal.
ARTICLE V. COMMITTEES
Section 5.1. Standing Committees.
There shall be the following standing committees: Research and Practice, Communications and Advocacy, Education and Training, Finance, Membership and Nominating, Editorial, Conference Planning, Technology and Executive. Additional standing and ad hoc committees may be established when needed by the Board of Directors. The work of all committees will enhance the mission of GMDI and support the professional development and practice of its members. Committee Chairs and members will collaborate when concurrent projects overlap specific areas of committee responsibilities.
Section 5.2. Chairpersons and Membership.
Each standing committee shall have one Chairperson who shall be appointed by the President, with the approval of the Board of Directors, for a two-year term. At the recommendation of the President, and with the approval of the Board of Directors, a person may serve more than one term as a committee Chairperson. Only persons who have previously served on a GMDI committee are eligible for appointment as Chairperson of a committee. Committee Chairpersons will serve as members of the Board of Directors. The Chairperson shall recruit the membership of the Committees from among the members of GMDI, except as otherwise provided by these Bylaws. At the recommendation of any committee Chairperson, a Co-chair may be appointed by the President, with the approval of the Board. The Co-chair may participate in Board Meetings, but only the Chairperson shall be considered a voting member of the Board.
Section 5.3. Rules.
Each committee shall keep records of its proceedings and provide these reports when applicable to the Board of Directors, or as may be requested by the President. Any action required, or permitted to be taken, at any meeting of any committee may be taken without a meeting if a majority of all members of the committee consent electronically and/or in print to the adoption of a resolution and consents thereto should be filed with the minutes of proceedings of the committee. Each committee may determine its own rules, except to the extent such rules are fixed by these Bylaws or the Board of Directors.
Section 5.4. Records.
Each committee Chairperson shall maintain records of policies and procedures developed to do the work of their committee, and those records will be passed to the incoming Chairperson of the committee at the time of a change in chairmanship.
Section 5.5. Resignation, Removal, and Successorship.
Any Chairperson may resign at any time by giving written notice to the President or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and acceptance of the resignation shall not be necessary to make it effective. Any Chairperson may be removed by the President, subject to the concurrence of a majority of Members of the Board of Directors. The President, with the approval of the Board of Directors, shall then appoint a successor to fill the unexpired portion of such Chairperson’s term.
Section 5.6. Notice.
Notice of the time, venue, and purpose of each Committee meeting shall be given by the Chairperson electronically and/or in print to each Committee member with sufficient notice before the meeting. Notice of any meeting need not be given to any Committee member who submits a waiver of notice, before or after the meeting, or who attends the meeting without protesting the lack of notice.
Section 5.7. Research and Practice Committee.
The Research and Practice Committee shall select, study, and recommend action on any issue pertaining to the professional interest of those practicing in the field of metabolic dietetics. The committee shall also develop and support research and practice initiatives that provide leadership and mentoring, and increase opportunities to advance the professional growth and contribution of GMDI members.
Section 5.8. Communications and Advocacy Committee.
The Communications and Advocacy Committee shall develop and oversee internal and external communications for the organization, including media relations, marketing activities, and online communications. The committee will organize, develop, and promote access to electronic resources that facilitate communication and sharing of information within the scope of GMDI goals. The committee will also promote awareness of the goals and expertise of the organization outside of the membership.
Section 5.9. Education and Training Committee.
The Education and Training Committee shall develop, evaluate, and implement programs and practice tools for the training and continuing education of metabolic dietitians, and the education of other professional groups and the lay public with regard to nutritional management of patients with genetic metabolic disorders.
Section 5.10. Finance Committee.
The Finance committee shall be comprised of the Treasurer as Chairperson, and at least one non-Board member appointed by the Board of Directors, with concurrence of the Finance Committee chair, for a two year term. The Finance Committee shall be overseen by the Executive Committee. The committee shall develop an annual budget, monitor the adopted budget, recommend fiscal policies and allocation of organization resources, and develop investment policies and goals for Board approval. The committee shall be responsible for monitoring and scheduling investments.
Section 5.11. Membership and Nominating Committee.
The Membership and Nominating Committee shall consist of the Chairperson, immediate Past President, and additional members appointed by the Chairperson to serve on the committee. The term of office for each member of the Nominating Committee (except the past president, who shall serve a one year term on the committee) shall be two years and until his or her successor is appointed. In addition to the duties described in Article VI below, the committee shall oversee the solicitation and receipt of applications for membership and maintain a current listing of members, with their contact information, as well as any additional information that may be specified by the Board of Directors. The committee shall also be responsible for any international membership issues, with concurrence of the Board of Directors. The committee shall be responsible for providing a slate of nominees as described in Article VI, for election as officers by the membership.
Section 5.12. Editorial Committee.
The Editorial Committee shall oversee and be responsible for development and publication of an electronic newsletter for members. The committee will also be responsible for vetting, reviewing, evaluating, and making recommendations to the Board of Directors regarding projects and publications proposed to be sponsored by GMDI or carry the GMDI name. The Editorial committee shall also oversee the submission of appropriate advertising by industry partners, with review and approval by the Board.
Section 5.13. Conference Planning Committee.
The Conference Planning Committee shall develop the program of any GMDI educational conference, with the advice and approval of the Board of Directors. The Chairperson of the committee, and designated committee members shall work with the appropriate GMDI administrator or agents, President, and President-elect, to oversee conference planning and organization. The Board of Directors shall be regularly informed of the actions of the committee.
Section 5.14. Technology Committee.
The Technology Committee shall be responsible for coordinating activities related to design, maintenance and implementation of electronic media, including, but not limited to the GMDI website, food analysis programs, and members’ communication forums.
Section 5.15. Executive Committee.
The Executive Committee shall consist of the officers of GMDI, to include the President, who will chair the committee, the President-elect, the immediate Past President, the Treasurer, and the Secretary. Responsibilities of the committee and its members are described in Article VI.
Section 5.16. Ad hoc committees and liaison representatives.
In addition to standing committees, the President, with the consent of the Board of Directors, may appoint ad hoc committees as needed to achieve specific goals. Such appointments shall terminate with the completion of the term of office of the President making the appointment, unless the President-elect chooses to continue them. All ad hoc committee Chairs shall report on their activities to the Board of Directors, but shall not be considered voting members of the Board. Liaison representatives to other organizations may also be appointed by the President, with the consent of the Board of Directors, to act on behalf of GMDI and represent the interests of the organization. Liaisons will report on their activities to the Board of Directors.
ARTICLE VI. OFFICERS
Section 6.1. Officers, Election and Term.
The officers of GMDI shall be a President, a Secretary, a Treasurer, a President-elect, the immediate Past President, and such other officers as the Board of Directors may require. The office of President, President-elect, Treasurer, and Secretary shall be elective and chosen by the full membership. No person may hold more than one office simultaneously. The President shall serve a two year term and until his or her successor shall have been installed. The President-elect shall serve a one year term in the year prior to installation as President. The immediate Past President shall serve a one year term immediately after the term as President. The Secretary shall serve a two year term and until his or her successor shall have been installed. The Treasurer shall serve a two year term and until his or her successor shall have been installed. Officers may serve consecutive terms if re-elected by the membership. Any officer may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and acceptance of the resignation shall not be necessary to make it effective. Any officer may be removed by the Board of Directors with or without cause upon a two-thirds vote of the members of the Board of Directors.
Section 6.2. Powers and Duties.
The officers of GMDI shall each have such powers and perform such duties as generally pertain to their respective offices, subject to the control and direction of the Board of Directors. The duties of each officer shall include, but not be limited to, the following:
(a) The President shall ensure that the strategic direction and values of GMDI are carried out, and oversee the active management of the organization. The President shall preside at the meetings of the members and of the Board of Directors, and act as Chair of the Executive Committee. With the approval of the Board of Directors, the President shall establish ad hoc committees, appoint Chairpersons of the various committees, and appoint delegates to other organizations or conferences. The President shall approve all actions on behalf of GMDI that pertain to national policy.
(b) The President-elect shall, in the absence or disability of the President in the second year of the President’s term, act in the place and stead of the President. The President-elect shall serve on the Executive Committee, and perform any other duties requested by the Board of Directors. Upon the expiration of the term of the President, the President-elect shall be installed as President.
(c) The Secretary shall record minutes of all meetings of the members and of the Board of Directors, or designate an appropriate person to do so. The Secretary shall serve on the Executive Committee, and be responsible for recording minutes and communicating all decisions made by that committee to the Board of Directors. The Secretary shall be responsible for any correspondence which is not addressed through the Board of Directors. The Secretary, or a designee appointed by the President, shall maintain the records of GMDI.
(d) The Treasurer shall serve as the chief financial officer for GMDI, and be responsible for the funds of the organization. The Treasurer shall disburse only such funds as are authorized by general or specific resolution of the Board of Directors. The Treasurer shall act as the Chair of the Finance Committee, and serve on the Executive Committee. The Treasurer will report the financial status of the organization to the Board of Directors and present a statement of the receipts and disbursements of the organization at each meeting of the general membership. The Treasurer, with oversight of the Board of Directors, shall be responsible for clear delineation of financial responsibilities between the Treasurer and any administrative agents of consultants contracted by the organization. The Treasurer shall arrange for periodic auditing of financial records by an outside source, and submit a report of the audit to the Board of Directors and to the general membership. The Treasurer shall work with the Finance Committee, any administrators/consultants, and the Board to ensure that activities of GMDI are not in conflict with its non-profit status.
(e) The Past President shall serve on the Executive Committee, and shall, in the absence or disability of the President in the first year of the President’s term act in the place and stead of the President. The Past President shall serve as a member of the Membership and Nominating committee and may perform other responsibilities as requested by the President or Board of Directors
Section 6.3. Other Agents.
The Board of Directors may appoint such agents and administrative personnel or consultants as it shall deem appropriate. Persons so appointed shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors may determine.
Section 6.4. Vacancies.
If any of the elected offices of the organization become vacant, the unexpired terms will be filled in the following manner. A vacancy in the office of the President shall be filled in the first year of his or her term by the Past President, and in the second year by the President-elect. If either the Past President or President –elect does not fill such vacancy, then the office of the President shall be filled to complete the unexpired term by a member of the Board of Directors, elected by the vote of a simple majority of the members of the Board of Directors. If the unexpired term of a President exceeds six months, and cannot be filled by either the Past President or the President-elect, a special election by the membership may be held at the recommendation of the Board of Directors. All other vacancies occurring in an elected office, except for the office of President-elect, shall be filled to complete the unexpired term by appointment through a vote of the majority of the members of the Board of Directors.
ARTICLE VII. MEETING OF MEMBERS
Section 7.1. Time and Venue.
A meeting of members shall be held for the purpose of an educational conference at a time and location selected by the Board of Directors to promote maximum attendance by the membership. The date and location of this meeting shall be determined in sufficient time to notify the members thereof and afford them an opportunity to attend. A business meeting for the full membership shall be held as part of the conference agenda, and will include a report to the members regarding GMDI activities, goals, and financial status.
Section 7.2. Program.
The conference program shall be developed by the Conference Planning Committee as described in Article V, Section 5.12 and in accordance with guidance and such resolutions as may be adopted by the Board of Directors. The President and President-elect, with the advice of the Board of Directors, shall participate in development of the overall goal and vision of the conference.
Section 7.3. Planning.
The organizational plan for a GMDI educational conference will be overseen by the President, President-elect, the Chairperson of the Conference Planning Committee, and any others designated by the Board of Directors. Fund raising efforts to support such meetings shall be done with oversight and participation by all officers and members of standing committees.
Section 7.4. Notice.
Notice of the time and venue of any meeting of the general membership shall be distributed electronically and/or in print to members with sufficient notice, as determined by the Board of Directors to encourage attendance.
Section 7.5. Special Meeting.
Special meetings of members may be held at any time or venue with the approval of the Board of Directors. Notice of special meetings shall state the time, venue and purpose of the meeting and shall be distributed electronically and/or in print to members with sufficient notice, as determined by the Board of Directors, prior to the meeting date. Business transacted at any special meeting shall be limited to the purpose stated in the notice hereof.
Section 7.6. Business Meeting.
An annual business meeting for the full membership of GMDI shall be held. When an educational conference is not held in any given year, such annual meetings may be held in conjunction with a meeting of the Board of Directors. The function of this business meeting will be to install new officers, and review the activities and status of the organization. Notice will be provided electronically and/or in print with sufficient time, as determined by the current Board of Directors, to encourage attendance of any members who wish to do so. An electronic or print record of the proceedings of the business meeting shall be made available to all members.
Section 7.7. Quorum.
The presence of 10% of the members entitled to vote at any meeting of members shall constitute a quorum for the transaction of any business at any meeting of members. Participation by one or more members that is facilitated by electronic communication and allows all persons participating in the meeting to hear each other at the same time shall constitute presence at such meeting.
Section 7.8. Action of the Members.
The vote of a simple majority of the members present at the time of the vote, if a quorum is present, shall be the act of the members, unless the question or action is one upon which a different vote is required by express provision of statute, the Articles of Incorporation or these Bylaws.
ARTICLE VIII. ELECTIONS
Section 8.1. Nominations.
Candidates for elected office must have demonstrated a commitment to the mission of GMDI, and be active participants in its work and activities. The Membership and Nominating Committee shall select no more than two nominees for each office to be filled. Nominated individuals must have been full members of GMDI for a minimum of one year. Candidates for President-elect must have served on the Board of Directors. When possible, nominees for Treasurer and Secretary should have served on the Board of Directors or on a GMDI committee. No member of the Membership and Nominating Committee may appear on the slate for the year that such person is a member of that committee. Nominees must agree to serve prior to announcement of the slate and must commit to upholding the letter and spirit of these By Laws as well to perform the duties of the office as described herein.
Section 8.2. Preparation of Ballot.
The Membership and Nominating Committee shall prepare an official ballot listing the nominees for each office. The committee is responsible for ensuring that the nominees meet the formal eligibility requirements of the office and are qualified to effectively represent and further the interests of GMDI. The names of the members of the Membership and Nominating Committee shall be documented on the ballot. The committee shall submit its ballot to the President and the Board of Directors for approval, after which it will be submitted electronically and/or in print to members with sufficient notice prior to the voting period. The results of the voting shall be returned to the Chairperson of the Membership and Nominating Committee or to a designated representative.
Section 8.3. Biographical Information.
The Membership and Nominating Committee will publish ,with the ballot, biographical or other information pertaining to the nominees, provided that information regarding the nominee shall be approved by that nominee and that each nominee shall be afforded the same opportunity to have information disseminated.
Section 8.4. Count of Votes.
The Membership and Nominating Committee, or its designated representatives, shall tabulate electronic votes by the designated date for election closure. A plurality of the votes cast constitutes an election. Results will be submitted to the Board of Directors, which shall announce the results to the members electronically and/or at the meeting of members following the election.
Section 8.5. Rules and Notice.
The rules and notice requirements for the Membership and Nominating Committee shall be those stated in Article V, Sections 5.3 and 5.5 herein.
ARTICLE IX. DUES
Section 9.1. Amount.
The annual dues for all classes of membership shall be determined by the Board of Directors.
Section 9.2. Payment of Dues.
Dues shall be payable within a reasonable period, as determined by the current Board of Directors, after electronic and/or print distribution of the dues statement. Failure to pay dues in a timely manner shall result in an automatic suspension of membership.
Section 9.3. Change in Category.
Any change in membership category shall become effective at the beginning of the next GMDI fiscal year.
ARTICLE X. PUBLICATIONS
Section 10.1. Publications.
GMDI shall publish a newsletter which shall be made available to members electronically and/or in print. Other publications may be issued as authorized by the Board of Directors. The Board of Directors will approve any subscription rates for GMDI publications.
Section 10.2. Editors.
The Chairperson of the Editorial Committee shall be responsible for and oversee editing and publication of the GMDI newsletter, or may recommend a designated editor to be appointed by the Board of Directors. Appointed editors will report to the Chair of the Editorial Committee. The Chairperson of the Technology Committee will be responsible for and oversee publication of the newsletter to the GMDI website.
Section 10.3. Editorial Policy.
All editorial policy shall be consistent with the purpose and standards of GMDI as stated in the Articles of Incorporation and in these Bylaws. Any issues regarding editorial policy shall be determined by the Board of Directors.
ARTICLE XI. STRATEGIC PLAN
Section 11.1. GMDI shall adopt a Strategic Plan for directing objectives, goals and activities of the organization. The President of GMDI shall convene a meeting to review the current Strategic Plan once each term (two years). In addition to the sitting Board, the Past Presidents, and Founding Board Members shall be invited. Other GMDI members representing key activities of the organization, and administrative agents or consultants may be invited at the discretion of the President and with the advice of the Board.
ARTICLE XII. AFFILIATIONS
Section 12.1. GMDI may affiliate with such organizations as may be determined by the Board of Directors.
ARTICLE XIII. EMOLUMENTS
Section 13.1. GMDI shall not pay a salary to any officer, or Director, or a member of any committee for his or her services as such, but the Board of Directors may authorize reimbursement of expenses incurred by such persons in the performance of their duties. Nothing herein contained shall be construed to preclude any officer, director, or committee member from service to GMDI in any other capacity and receiving compensation thereof.
ARTICLE XIV. INDEMNIFICATION
Section 14.1. Authority to Indemnify.
(a) Except as provided in Section 14.1(b) and (c) hereof GMDI, hereafter referred to as the Corporation, shall indemnify an individual made a party to a proceeding because such individual is or was a director against liability incurred in the proceeding, if such director acted in a manner such director believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, such director had no reasonable cause to believe the conduct was unlawful.
(b) The Corporation may not indemnify a director under this Section 14.1:
(1) In connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or
(2) In connection with any other proceeding in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(c) Indemnification permitted under this Section 14.1 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.
Section 14.2. Mandatory Indemnification.
Unless otherwise provided in the Articles of Incorporation, to the extent that a director has been successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party, or in defense of any claim, issue, or matter therein, because that individual is or was a director of the Corporation, the Corporation shall indemnify the director against reasonable expenses incurred by the director in connection therewith.
Section 14.3. Advance for Expenses.
(a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the Corporation with a written affirmation of such director’s good faith belief that such director has met the standard of conduct set forth in Section 14.1(a) hereof; and
(2) The director furnishes the Corporation with a written undertaking, executed personally or on the director’s behalf to repay any advances if it is ultimately determined that the director is not entitled to indemnification under Section 14.1 hereof.
(b) The undertaking required by Section 14.3(a)(2) hereof must be an unlimited general obligation of the director, but need not be secured, and may be accepted without reference to financial ability to make repayment.
Section 14.4. Determination and Authorization of Indemnification.
(a) The Corporation may not indemnify a director under Section 14.1 hereof unless authorized thereunder and a determination has been made in the specific case that indemnification of the director is required in the circumstances because the director has met the standard of conduct set forth in Section 14.1(a) hereof.
(b) The determination shall be made:
(1)By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; or
(2) If a quorum cannot be obtained under Section 14.4(b) (l) hereof, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; or
(3) By special legal counsel:
(i)Selected by the Board of Directors or its committee in the manner prescribed in Section 14.4(b)(1) or (2) hereof; or
(ii) If a quorum of the Board of Directors cannot be obtained under Section 14.4(b)(1) hereof and a committee cannot be designated under Section 14.4(b)(2) hereof, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate).
(c) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is required, except that if the determination that indemnification is required is made by special legal counsel, evaluation as to reasonableness of expenses shall be made by those entitled under Section 14.4(b)(3) hereof to select counsel.
Section 14.5. Indemnification of Officers, Employees, and Agents.
Unless the articles of incorporation provide otherwise:
(a) An officer of the Corporation who is not a director is entitled to mandatory indemnification under Section 14.2 hereof to the same extent as a director; and
(b) The Corporation may, in the discretion of the Board of Directors, indemnify and advance expenses to an officer, employee, or agent, who is not a director, to the extent the Board of Directors deems appropriate and consistent with public policy.
Section 14.6. Director’s Expenses as a Witness.
This Article 14 does not limit the Corporation’s power to pay or reimburse expenses incurred by a director in connection with such director’s appearance as a witness in a proceeding at a time when such director has not been made a named defendant or respondent to the proceeding.
ARTICLE XV. MISCELLANEOUS
Section I5.1. Seal.
The seal of GMDI shall be in such form as the Board of Directors may determine.
Section 15.2. Checks, Drafts, Etc.
All checks, drafts, or orders for the payment of money, notes, and other evidences of indebtedness issued in the name of GMDI shall be signed and/or countersigned by those individuals who are designated by resolution of the Board of Directors.
Section 15.3. Fiscal Year.
The fiscal year of GMDI shall begin on January 1 and end on December 31 of the same year, unless otherwise determined by the Board of Directors. Any changes in the fiscal year will be amended in these Bylaws.
Section 15.4. Administrative Year.
The terms for the Board of Directors and committee members shall begin in the month of April each year.
Section 15.5. Books and Records.
GMDI shall keep books and records of account, as well as minutes of the proceedings of its members, Board of Directors, and committees. Names and addresses (electronic and/or print) of members entitled to vote shall be maintained by the organization.
ARTICLE XVI. DISSOLUTION AND SPECIAL RULES
Section 16.1. Dissolution.
Upon dissolution of GMDI the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations which are then qualified as exempt within the meaning of Section 501 (c)(3) of the Internal Revenue Code as the Board of Directors will determine.
ARTICLE XVI. AMENDMENTS
Section 17.1. Amendment.
The Articles of Incorporation or these Bylaws may be amended by a majority of the Board of Directors, except that any amendment of Article III (Membership) or of Article XVI (Amendments) shall require a two-thirds vote of the Board of Directors. No amendment shall operate to limit or extend the term of office of any member of the Board of Directors eligible to vote thereon. Requests for amendments may be submitted by full members. All proposed amendments must be reviewed by the Board of Directors and passed with a quorum of Board members and a majority vote.
Section 17.2. Publication of Bylaws.
Bylaws of GMDI with all current amendments and revisions will be available to members on the GMDI website, and in print when requested. These Bylaws include amendments adopted by the Board of Directors on April 26, 2008 and March 14, 2012.