ARTICLE X - Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Association (also referred to herein as the "Association Year") shall commence September 1st of each year and end August 31st of the following year.
Section 2. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an Officer of the Association on its behalf shall be signed by the President, Treasurer or COO, except as the EMB may generally or in particular cases otherwise determine.
Section 3. Voting of Beneficial Interests. Except as the EMB may otherwise designate, the President or Treasurer may waive notice of and act on behalf of the Association, or appoint any person or persons to act as proxy or attorney in fact for this Association (with or without discretionary power and/or power of substitution) at any meeting of members or beneficial owners of any other corporation or organization, any of the direct or indirect beneficial interests of which may be held by the Association.
Section 4. Corporate Records. The original, or attested copies, of the Articles of Organization, these Bylaws, and records of all meetings of the Incorporators and members of the Association, which shall contain the names and the record addresses of all members of the Association, Delegates and Officers, shall be kept in Massachusetts at the principal office of the Association. They shall be available at all reasonable times for the inspection of any member of the Association, Delegate or Officer for any proper purpose but not to secure a list or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member of the Association, Delegate or Officer, relative to the affairs of the Association. Except as may be otherwise required by law, by the Articles of Organization, or by these Bylaws, the Association shall be entitled to treat the record address of a member of the Association, Delegate or Officer as shown on its books as the address of such person for all purposes, including the giving of any notices; and it shall be the duty of each such person to notify the Association of his or her latest post office address.
Section 5. Power to Contract with the Association. In the absence of fraud, no contract or other transaction between the Association and one or more members of the Association, Delegates, or Officers, or between the Association and any other corporation or other organization in which one or more members of the Association, Delegates, or Officers are stockholders, delegates, or Officers, or otherwise interested shall in any way be affected or invalidated, even though the vote or action of the members of the Association, Delegates, or Officers having such interests (even if adverse) may have been necessary to obligate the Association upon such contract or transaction; provided, however, the nature of such interest (though not necessarily the extent or details thereof) shall be disclosed to the EMB at a meeting of that board; and no member of the Association, Delegate, or Officer having such interest (even if adverse) shall be liable to the Association, or to any creditor thereof, or to any other person for any loss incurred by it under or by reason of such contract or transaction, nor shall any such member of the Association, Delegate, or Officer be accountable for gains or profits realized thereon, or be disqualified from serving or continuing to serve as a member of the Association, Delegate or Officer thereof, if the notice required herein has been given. Any member of the Association, Delegate, or Officer in any way interested in any contract or transaction described in the foregoing sentence shall be deemed to have satisfied any requirement for disclosure thereof to the EMB if he or she gives to the EMB at a meeting of that board the notice required herein.
Notwithstanding the foregoing, the authority granted in this Article X, Section 5, shall not be exercised if the effect thereof would be to cause the loss of the tax-exempt status of the Association under the Internal Revenue Code of 1986, as amended from time to time, or to subject the Association, its members, Delegates, Officers or agents to any penalty or fine under said Code or under any other applicable law as a result of such exercise, it being the purpose of this Article X, Section 5, to allow only such transactions by the Association as are not prohibited by said Code or said other applicable law.
Section 6. Evidence of Authority. A certificate by the Secretary, acting in his or her capacity as Clerk, as to any action taken by the members, Delegates, or any Officer or representative of the Association shall, as to all who rely thereon in good faith, be conclusive evidence of such action.
Section 7. Ratification. Any action taken on behalf of the Association by a member of the Association, Delegate or any Officer or representative of the Association which requires authorization by the members or by the HOD or EMB shall be deemed to have been duly authorized if subsequently ratified by the members, if action by them was necessary for authorization, or by the HOD or EMB, if action by it was necessary for authorization.
Section 8. Vacancies. With the sole exception of the President, in the event of the death, resignation, disability or removal of any Officer or member of the EMB or HOD, the HOD shall vote to appoint a successor to fill such office for its unexpired term.
Section 9. Voting. For purposes of these Bylaws, unless otherwise provided by law, the Articles of Organization or in another section of these Bylaws, the term "Majority" or "Majority Vote" shall mean a simple majority of those attending the meeting at which a quorum is present.
Section 10. Conduct at Meetings. To the extent not inconsistent with these Bylaws, all meetings of the members of the Association, the HOD and EMB shall be conducted in accordance with the current version of Robert's Rules of Order.
Section 11. Authority. Except by specific authority from the HOD, no committee, task force, section council or any of its committees or practice groups shall represent the Association or issue any report or record on any public policy or advocacy issues. Except by specific authority from EMB, no committee, task force, section council or any of its committees or practice groups shall represent the Association or issue any report or record on any other matter.
Section 12. Governance. Each committee, task force or section council shall in all respects be governed by the general policies and procedures set forth in the MBA Policy and Procedure Manual, as it may from time to time be amended by the EMB.
Section 13. Notice. For the purpose of these Bylaws, unless otherwise provided in another section of these Bylaws, notice may be sent by electronic mail to those being noticed who have previously expressed a preference to receive notice in that manner and by mail to all others. All meeting notices shall include the date, time, location and agenda of the meeting. Notice of the annual meeting of the Association or of any other meeting of the membership may be given by publication in the Lawyers Journal or other regular publication of the Association which is sent to the members supplemented by electronic mail.