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GRAVURE ASSOCIATION OF THE AMERICAS, INC.
(A North Carolina non-profit corporation)
Adopted November 26, 2012
Amended March 7, 2013
MISSION, VISION AND VALUES
Mission. The Gravure Association of the Americas, Inc. is established to provide a forum to facilitate collaborative partnerships among all gravure professionals. Its mission is to create value and opportunity through interactive communication, training, education and promotion of the rotogravure printing process.
Vision. The Gravure Association of the Americas, Inc. aspires to be recognized as the leading resource for gravure technology, training and education, serving the gravure packaging, label, publication, product and specialty gravure markets.
Values. The Gravure Association of the Americas, Inc. is an industry-led, customer driven organization. It values and prioritizes sustainability, focuses on common interests to the industry, and utilizes global partnerships in a non-endorsement environment.
NAME, OFFICES AND SEAL
Section 1.0 Name. The name of the association shall be Gravure Association of the Americas, Inc. ("Association").
Section 2.1 Places of Business. The principal office of the Association shall be located in a City, County, and State designated by the Board of Directors of the Association. In addition to the principal office, the Association may have another office, or offices, at any location as may be designated by the Board of Directors.
Section 2.2 Applicable Laws. All actions of the Association are to be taken in accordance with the applicable laws of the state of North Carolina.
Section 3.1 Corporate Seal. The Association may have a corporate seal, which shall be circular in form and shall bear the name of the Association, the year of its organization and the name of the state under the laws of which it was organized.
Section 3.2 Insignia. An insignia of any type may be created and changed from time to time with the approval of a majority vote of the Board of Directors.
The Association may take steps as necessary and appropriate to register the insignia as the Association trademark and to reserve its use to the Association and its membership in accordance with these bylaws.
In addition to use by the Association, active members may use the insignia, provided that use of such insignia shall be restricted to such active member's stationery or website.
PURPOSES AND OBJECTIVES
Section 1.0 Nonprofit Entity. The Association shall not be conducted for financial profit, but shall be conducted for the mutual benefit of its members and improvement in the business conditions. of the gravure printing and converting industries.
Section 2.0 Purposes and Objectives. The purposes and objectives of the Association shall be:
a) To establish a strong industry organization and a spirit of cooperation and good relations between the members of the Association and all individuals, firms and organizations that are part of the gravure printing and converting industries.
b) To accomplish in all ways possible, and where a mutual industry-wide effort is both appropriate and lawful, the general interests, needs and well-being of the members of the Association and the firms, customers, and ultimate users of the products and services of the gravure printing and converting industries.
c) To promote to customers, ultimate users, those throughout the publishing, catalog and retail, advertising, printing, packaging, specialty product and graphic communication industries, and the general public, the quality and the advantages of the products and services of the gravure printing and converting industries.
d) To collect and disseminate marketing, technical, research, economic, educational and government information and data which may be useful to members of the Association in maintaining the quality of their products and services, improving the efficiency of their operations, and achieving greater growth for their businesses and the gravure printing and converting industries.
e) To develop production and technical standards and promote their use and observance throughout the gravure printing and converting industries.
f) To encourage and facilitate the advancement of the gravure process in printing, converting and specialty processing through publication of technical information, reports, bulletins and guides; through presentation of technical and educational programs; through development of technical tools and materials; through research efforts; and, through cooperation between gravure printing, converting, and specialty processing firms and the developers and manufacturers of equipment, systems and materials for the gravure printing and converting industries.
g) To promote, assist, support, carry on and conduct research and other scientific and experimental work in connection with gravure printing and converting industries and other trades and industries allied therewith or accessory thereto, and also in connection with any trade or industry producing substances, accessories, articles, machinery or appliances to be employed or used in connection with the gravure printing and converting industries; and to encourage the discovery of inventions, improvements, processes, materials and designs which are being used or may seem capable of being used by members of the gravure printing trades or industries; to distribute periodicals among its membership or persons interested in the gravure printing industry; to disseminate matters of interest to the trade; and to distribute technical and scientific articles relating to the industry or allied industries.
h) To develop a well-educated, highly skilled, and capable employee force for the gravure printing and converting industries by support of, cooperation with, and participation in, the programs of designated universities, schools and/or other educational institutions and through scholarship and fellowship programs.
i) To present the views, interests and positions of members of the Association and the gravure printing and converting industries before, and to cooperate with, all appropriate organizations of industry, education, and research.
j) To pursue the foregoing purposes and objectives on behalf of the gravure printing and converting industries nationally and internationally.
k) To do any and all other things appropriate, necessary and useful in the accomplishment of the foregoing purposes and objectives.
Section 3.0 Restraint of Trade. The Association shall not undertake or condone any activities which may result in a restraint of trade or in any way alter or obstruct the free, open and competitive marketing and pricing of the services and products of its members and the gravure printing and converting industry.
Section 1.0 Eligibility. Membership in the Association is open to any company, organization or individual having an active interest in the gravure printing process and its application in the packaging, label, publication or specialty product industries, or any segment thereof, eligible to join without restriction, except prepayment of initial dues and acceptance of these bylaws as governing members and their elected officers and board in their Association-related activities.
Membership shall be non-assignable and non-transferable.
Section 2.1 Classifications. There shall be three general classifications of membership in the Association: Basic, International and Academic Membership.
A. Basic Membership. Any person, including any individual, sole proprietorship, firm, partnership, corporation or other legal entity, located in North, Central or South America engaged in the business of gravure printing, converting, or processing shall be eligible for membership.in the Association as a Basic Member. Basic Members shall be further classified as follows:
- Publication Members. Basic Members primarily engaged in gravure printing of publications, catalogs, and other advertising materials shall be classified as Publication Members.
- Packaging Members. Basic Members primarily engaged in gravure printing or converting for labels, wrappers, cartons, packages on board or flexible substrates and similar products shall be classified as Packaging Members.
- Product Members. Basic Members primarily engaged in Gravure printing or processing for wall and floor coverings, decorative, giftwrap, greeting cards, stamps, textiles, tissues and towels, surface designs or finishes or other products for households or industry shall be classified as Product Members.
B. International Members. Any person, including any individual, sole proprietorship, firm, partnership, corporation or other legal entity, located outside the Americas that otherwise would qualify for a Basic Membership shall be eligible for membership as an International Member. Such International Members shall be entitled to receive all benefits of membership in the Association, but shall not be entitled to have a representative hold office as an officer or member of the Board of Directors of the Association.
C. Educators and Students. Members of the academic community and their active students are eligible for a non-voting membership in the Association.
Section 2.2 Definition of Member. Wherever in these bylaws the term "member" is used, if the context so requires, such term shall mean the Official Representative of a member company, or employees of a member company designated by that member's Official Representative.
The Official Representative may appoint in advance an alternate, or submit a proxy, provided that notice of such fact is given to the Association.
Section 2.3 Voting Right. Each Basic or International member of the Association shall be entitled to one vote.
Section 2.4 Subscription to Bylaws. Each member shall agree to be bound by these bylaws and all amendments thereof before the member shall be admitted to the rights of membership.
Section 2.5 Resignation. Any member of the Association may withdraw from membership by tendering a written resignation to the Board of Directors and a sum of money equal to all arrears in dues and/or other amounts due and payable to the Association.
Section 2.6 Termination. Membership in this Association shall be terminated when the member dies or becomes incapacitated, or if an entity is dissolved or liquidated, becomes insolvent, or files for or has any type of bankruptcy or receivership proceeding filed against it, or otherwise ceases to meet the requirements for membership, as stated in Section 1.0 of this Article.
Section 2.7 Suspension and Termination. Any member failing to pay its dues or any other proper assessment within an appropriate time determined by the Association's Chief Operating Officer after the due date of the invoice shall be notified of such failure. Failure to pay within sixty (60) days of the date of such notice shall result in immediate suspension, without further notice, of said member's membership status.
Suspended members shall not be eligible to vote.
Suspended members shall be able to participate in activities of the Association but shall be required to pay in advance applicable nonmember fees.
A member suspended from the Association for past nonpayment of dues and/or assessments may, upon majority vote of the Board of Directors present at a regular or special meeting, be reinstated to membership upon payment to the Association of the dues in arrears.
If outstanding amounts remain unsatisfied for a period of one hundred twenty (120) days in total after the first notice of arrears, the suspended member shall be terminated as a member of the Association without further notice. No terminated member will be readmitted as full member until all dues and other obligations to the Association are fully paid.
Section 2.8 For Cause. Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be failure to pay dues and assessments, violation of the bylaws, or other rule, practice, or properly adopted procedures by the Association or any other conduct prejudicial to the interests of the Association. Such suspension or expulsion shall be by majority vote of the Board of Directors present at a regular or special meeting; provided that a statement of the charges shall have been sent by certified mail, return receipt service, or by private courier service to the last recorded address of the member at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered. The member shall have the opportunity to appear in person or by his representative and present any defense(s) to such charges before action is taken thereon.
Section 1.1 Meeting Basics. A meeting of the members shall be held at a time and place to be determined by the Board of Directors, if needed for Association business, and such additional meetings may be held as desired by the membership of the Association, provided that notice of all meetings shall be mailed to each member setting forth the time and place of such meetings at least two weeks in advance thereof.
Any meeting shall be agreed and determined by Board of Directors, and any business may be transacted at such regular meetings.
Section 1.2 Annual Meeting. The regular Annual Meeting of the Association shall be held at a time and place designated by the Board of Directors.
At the Annual Meeting the members shall nominate and elect a sufficient number of directors and officers to replace all directors and officers whose terms are expiring and shall transact such other business as may properly come before the meeting.
Section 1.3 Special Meetings. Special meetings of the Association may be held upon approval by a majority of the members of the Board of Directors or upon demand to the Secretary in writing or email stating the purpose of the proposed meeting and signed by not less than one third (33%) of the voting members of the Association.
Notice of a special meeting is to specify the general nature of business to be transacted, and no other business may be transacted at such special meeting.
Section 1.4 Notice. Written or electronic notice of the time and place of holding any meeting, and in the case of special meetings, the purpose thereof, shall be given to each member entitled to vote, either personally, by email, or by letter sent to his/her last known address, at least two weeks in advance of the date fixed for such meeting. Electronic or e-mail notice of meetings shall be used only as permitted by North Carolina law.
Section 1.5 Quorum. A majority of the voting members in good standing, present in person or by teleconference or represented by proxy, shall constitute a quorum. If a majority of the members is not present or represented at any meeting, the members present in person or by telephone or proxy shall have power to adjourn the meeting from time to time without notice, other than announcement at the meeting, until the requisite number of members shall be present. At such adjourned meeting at which the requisite number of members shall be represented, any action may be taken which might have been transacted at the meeting as originally notified.
Section 2.1 List of Members. The Secretary must make available upon request of an active, in good standing member, not less than forty-five (45) days prior to meeting, a complete list of all of the members entitled to vote at an election, such list to be arranged in alphabetical order by firm or organization, with the principal place of business of each, and with the designated Official Representative of each.
Such list shall also be present at the place where the election is to be held, at least forty eight (48) hours before every election, and shall at all times until the election is completed be open to examination by any active, in good standing, member.
Section 3.0 Voting Rights. The Official Representative or their proxy is the only person entitled to vote at the Annual Meeting or special meetings of the Association or whenever business of the Association is conducted by mail or telephone or electronic ballot. The vote and act of any such representative shall be binding on the member he/she represents, and after such representative has been designated by a member, the Association shall be under no duty to inquire into the authority of such representative for any act or commitment made or performed by him/her.
Each Basic or International Member shall be entitled to one vote in the election of each member of the Board of Directors and each elected officer of the Association.
Each Basic or International Member shall be entitled to one vote upon any question coming before any meeting of the members, providing that such question has been considered by the Board of Directors and is submitted to the meeting with a recommendation from such Board.
The act of a majority of members, present in person, by teleconference or represented by proxy, at a meeting at which a quorum is present, shall constitute the act of the members and shall bind the Association unless federal, state or local laws requires otherwise.
These bylaws, and any amendments or alterations thereto, may be altered, amended or repealed at any regular or special meeting of the members of the Association by an affirmative vote of two-thirds of such members present in person or by teleconference or proxy, provided notice of such proposed alteration, amendment or repeal shall have been mailed or sent electronically to each active member at his last known address at least thirty (30) days before the date of such meeting. Electronic notice of proposed amendments shall be used only as permitted by North Carolina law.
With authorization of Board of Directors to the application of a written proxy vote (not physically present eligible voters), such vote can have the same effect as any other majority vote. For purposes of this section, "written proxy vote" may include a communication transmitted and received by electronic means, and "signed" may include an electronic signature.
Section 4.0 Order of Business. At meetings of the members, where procedure is not otherwise provided, Roberts' Rules of Order shall prevail.
ELECTED OFFICERS AND GOVERNING BOARD
Section 1.0 Governing Body. The Board of Directors shall constitute the governing body of the Association and shall have the control and management of the policy, funds and property of the Association, subject only to the lawful action of the members. It shall be vested with full power and authority to put into effect actions, resolutions, and decisions of the Association.
At meetings of the officers, only those present (in person or by telephone) can vote on an open issue.
Meetings of the Board of Directors shall be held as directed by the Chief Operating Officer, or by motion of the Board of Directors, but there shall be not less than one face-to-face meeting in any fiscal year.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any of its meetings. A majority of the members present shall be necessary to affect all motions, unless otherwise provided.
A majority of the Executive Committee shall constitute a quorum for the transaction of business at any of its meetings. A majority of the members present shall be necessary to affect all motions, unless otherwise provided.
Section 2.1 Election of Officers. To elect officers, at each regular Annual Meeting of the members, nominations of the Nominating Committee and thereafter nominations of all members shall be called for by the Chairman, immediately after the election of directors. At the close of nominations, ballots shall be taken, and the candidates receiving the highest number of votes cast by the members of the Association for each respective office shall be declared elected.
Section 2.2 Officers. The elected officers of the Association shall be a Chairman, a Vice Chairman, a Chief Operating Officer, a Treasurer, a Secretary, and such other officers as determined by the Board of Directors.
All officers and the Executive Committee shall represent the general interest of all members.
Section 2.3 Chief Operating Officer. The Chief Operating Officer may be hired by the Board of Directors to administer the affairs and activities of the Association. The Board shall fix his or her compensation and tenure of office and prescribe his or her powers and duties. The Chief Operating Officer is an at will employee of the Association and serves at the discretion of the Board. The Chief Operating Officer need not be a member of the Association.
Section 2.4 Chief Operating Officer Duties. The Chief Operating Officer shall
function as the lead executive of the Association and shall have the powers and duties ordinarily possessed by the President and Chief Operating Officer of corporations. The Chief Operating Officer shall perform such duties as may be properly delegated to him/her by the Chairman or assigned to him/her by resolution of the Board of Directors, provided such duties are consistent with the position of Chief Operating Officer.
Section 2.5 Composition of Board. The Board of Directors shall consist of a minimum of thirteen (13) members and no more than twenty-five (25) members who shall be elected by the members at the Annual Meeting of the Association.
A minimum of fifty percent (50%) of the Board shall be Packaging Members. Publication Members may not constitute more than two-thirds of the remaining fifty percent (50%) of the Board. The categories of Packaging, Publication and Product Members may be represented by end users, printer/converters, graphics and prepress companies, consumable suppliers and equipment manufacturers, though the proportion of printer/ converters shall not exceed forty percent (40%) of the total. Consumable suppliers and equipment manufacturers shall not exceed forty-nine percent (49%) of the total.
Section 2.6 Term and Succession. Except in instances where a director is elected to fill an unexpired term, all elected directors shall be elected for a term of three (3) years. Election of directors shall be conducted in a fashion accomplishing the election or reelection of approximately one-third of the elected directors every year.
The term of office of the elected officers shall be two (2) years. They shall serve from the time of the Annual Meeting at which they are elected until the conclusion of elections at the Annual Meeting two (2) years hence.
The Chairman and Vice Chairman may not succeed themselves in the same office after the completion of one full term. A Chairman or Vice Chairman who has been elected or appointed to serve less than a full term may be reelected to the same position for a full subsequent term. The Treasurer and the Secretary may be elected to succeed themselves in office for two (2) additional two (2)-year terms.
In any event, no member of the Board of Directors shall serve beyond two elected three (3) year terms, or six (6) years in total, unless filling the unexpired term of a resigned or terminated Director or Officer.
Section 2.7 Officer Rotation. Except for the Chief Operating Officer, the elected officers of the Association must be nominated and elected from among all Basic Members of the Association. It is the policy of the Association and these bylaws, and incumbent upon the membership when electing officers, that the office of Chairman be rotated on an equitable basis.
Section 2.8 Vacancy In Office. A vacancy in any office may be filled for the remainder of the unexpired term by a majority vote of the Board of Directors at their next meeting. In case of emergency, the Chairman, or, if the office of Chairman be vacant, the Vice Chairman may fill the vacancy by appointment, such appointee to hold office only until the vacancy is filled by the Board of Directors.
Section 3.0 Chairman. The Chairman shall be the chief elected officer of the
Association. The Chairman shall preside at all meetings of the members of the Association, the Board of Directors and the Executive Committee. The Chairman shall be a member of the Board of Directors and ex officio of all standing and special committees. The Chairman shall execute all instruments in the name of the Association.
The Chairman or Chief Operating Officer of the Association shall appoint the chairman and members of all standing and special committees of the Association, subject to review and approval by the Board of Directors.
The Chairman ensures policies of the Association are articulated and followed with respect to adherence to all applicable laws, governmental filings, employee-related practices including the job performance of the Chief Operating Officer, external communications, conflict of interest, legal and ethical practices and Board member responsibilities.
The Chairman has authority to execute all deeds, leases, contracts and other official documents.
The Chairman shall perform all such other duties as pertain to the office of Chairman and shall see that all resolutions of the members and of the Board of Directors are carried into effect.
Section 4.0 Vice Chairman. The Vice Chairman shall assist the Chairman and perform such duties as the Board of Directors may prescribe.
The Vice Chairman shall, in the temporary absence or disability of the Chairman, perform the duties of the Chairman and exercise such powers as the Board of Directors may prescribe.
If the Vice Chairman is unable to perform the duties and exercise the powers of the Chairman, these duties and powers shall be performed and exercised by an appointee designated and agreed by majority vote of the Board of Directors.
Section 5.0 Secretary. The Secretary shall see that a correct list of the names and addresses of all members of the Association is properly maintained.
The Secretary shall attend all meetings of the members and of the Board of Directors, and shall see that a correct record of all the business at such meetings is properly maintained in a minute book belonging to the Association.
The Secretary maintains and retains the official copy of the bylaws, together with all amendments, interpretations, determinations, rulings and opinions related thereto, and shall see that the seal and corporate records, except those pertaining to the office of Treasurer, are properly maintained.
The Secretary shall see that notices of meetings of the members and of the Board of Directors are mailed in accordance with these bylaws and directions of the Board of Directors.
The Secretary shall perform such other duties as pertain to the office of Secretary and shall do all such things and carry out all such orders as are required by the members of the Association or the Board of Directors.
Section 6.0 Treasurer. The Treasurer shall see that all monies due and belonging to the Association are invoiced, collected, received, and expeditiously deposited to the account of the Association in such depositories as have been authorized by the Board of Directors.
The Treasurer or appointee(s) of the Board shall direct investment of all funds not needed for current disbursements, as may be determined by the Board of Directors.
The Treasurer shall see that all proper and approved invoices and all disbursements authorized by the Board of Directors are made. The Treasurer shall see that full and accurate accounts of receipts and disbursements and a record of all financial transactions of the Association are maintained.
The Treasurer maintains full and accurate accounts, record of transactions, insurance policies, leases, deeds, tax returns, certificates and other business records, subject to inspection by any Board member, or his agent or attorney, for any proper purposes at any reasonable time.
The Treasurer shall see that the Secretary is notified of all delinquencies in the payment of dues and assessments by members.
The Treasurer shall render a full and complete report of the financial condition of the Association to the members of the Association at the Annual Meeting.
The Treasurer shall verify that the auditor appointed by the Board of Directors is performing his function as contracted.
The Treasurer shall perform all other duties required of the Treasurer by resolution of the members of the Association and the Board of Directors and shall perform all duties as pertain to the office of Treasurer.
If required by the Board of Directors, the Treasurer shall give bond in such amount and with such surety or sureties as may be designated by the Board of Directors, the cost of such bond to be paid by the Association.
The Treasurer shall appoint, with the approval of the Board of Directors, an Assistant Treasurer to act in his behalf under circumstances that render the Treasurer incapacitated or otherwise unable to perform duties as Treasurer.
Section 1.1 Nominating Committee. The Chairman of the Board shall appoint, subject to review and approval by the Board of Directors, a Nominating Committee. The Nominating Committee shall consist of three (3) individuals, chosen from among the Board of Directors. Prior to any election of officers or members of the Board of Directors, the Nominating Committee shall meet and select a nominee, or nominees. The nominations shall be reported to the membership with the notice of Annual Meeting.
Section 1.2 Additional Nominations. Any member may submit additional nominations for an elective office by submitting a petition signed by "Official Representatives of at least twenty-five (25) Basic Members not less than ten (10) days in advance of the Annual Meeting.
Section 1.3 Elections. At the time of the election, the presiding officer shall call upon the Chairman of the Nominating Committee to present the nominations of the Committee. Thereafter, the presiding officer shall announce any other nominees from other members of the Association. When all nominations have been completed, all voting members shall cast their votes. The nominees receiving the greatest number of votes in a contested election shall be declared elected to office.
Section 2.0 Executive Committee. The Association shall have an Executive Committee, which is comprised of four (4) officers of the Association: the sitting Chairman, Vice Chairman, Treasurer and Secretary and up to four (4) other members of the Board appointed by the Chairman and approved by majority vote of the Board of Directors.
The Executive Committee shall be empowered to perform all duties and responsibilities of the Association between meetings of the Board of Directors, except those reserved to the Board of Directors or the membership by these bylaws, the Articles of incorporation, or applicable law. All actions taken by the Executive Committee must be reviewed by the Board of Directors at its next regular or special meeting be it in person or via conference call.
Section 2.1 Standing Committees. The Board of Directors may establish standing committees such as Finance, Audit, Membership, liaison to the Gravure Publishing Council, Training/Education, Marketing/Communication and Conferences/ Awards.
The members of each such Committee may be appointed by the Chairman and approved by majority vote of the Board of Directors, provided that if both a Finance and Audit committee exist, there shall be no overlap of membership.
Section 2.2 Other Committees. The Board of Directors may establish such other Committees, as it deems necessary and appropriate for the conduct of the business of the Association.
Section 2.3 Composition of Committees. Each Committee established by the Board shall have not less than two members. Any Committee member need not be a Board member except as otherwise required by these bylaws.
Section 2.4 Minutes. Committee minutes must be kept in writing and regularly reported to the Board of Directors, when required by action of the Board.
Section 1.0 Adherence to Bylaws. Each member shall agree to be bound by these bylaws and all amendments thereof before the member shall be admitted to the rights of membership.
Section 2.0 Contract Rights. No provision of the bylaws shall vest any priority or contract right in any individual or entity.
Section 3.0 Amendment. These bylaws, and any amendments or alterations thereto, may be altered, amended or repealed at any regular or special meeting of the members of the Association by an affirmative vote of sixty-seven percent (67%) of such members.
Notice of such proposed alteration, amendment or repeal shall have been mailed or sent electronically to each active member Official Representative at his last known address at least thirty (30) days before the date of such meeting.
Only those present (in person or by telephone or proxy) can vote on a bylaws issue. Electronic notice of proposed amendments shall be used only as permitted by North Carolina law.
Section 1.0 Fiscal Year. The fiscal year of the Association shall end on the 31st day of December in each year.
Section 2.1 Dues Determination and Assessment. Beginning January 1, 2014, the annual dues for membership in the Association, and any assessments, shall be determined and assessed by the Board of Directors. Dues of current members shall be payable in advance on the first day of January of each year, including the year 2014. New members joining throughout the year will pay pro rata dues upon joining and a full year effective January 1st each year thereafter.
Section 2.2 Application for membership shall be submitted on the membership application form provided by the Association and accompanied by remittance covering membership dues for the full or partial year of the initial membership.
Section 3.0 Banking, Accounts and Audit. The funds of the Association shall be deposited in a general account in the name of the Association subject to withdrawal in such a manner as may be determined by the Board of Directors. Accounting records, book of accounts and taxes shall be maintained and managed by a professional CPA and maintained at the Association's office. All records covering the general Association account shall be audited by independent audit once yearly after the expiration of the fiscal year and a report of such audit shall be filed with the Board of Directors.
Section 4.0 Assessments. Assessments, if any, may only be imposed by majority vote of the Board of Directors.
Section 1.1 Grant of Indemnity. Every director, officer and employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed in connection with any proceeding to which such person may be made a party, or in which such person may become involved, by reason of being or having been a director, officer, or employee of the Association, or any settlement thereof whether or not such person is a director, officer or employee at the time such expenses are incurred
Section 1.2 No Such Grant. Indemnification is not granted, however, in such cases wherein the director, officer or employee is adjudged guilty of failing to act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, or of having no reasonable cause to believe his or her conduct was unlawful.
Section 1.3 Grant Not Exclusive. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled.
In the event of dissolution of the Association, all assets, after payment of
all liabilities and other obligations, shall be delivered either (a) to an Internal Revenue Code 501(c)(3) or (6) entity with similar objectives for advocacy, information dissemination and promotion of graphic communications selected by vote of the membership, or (b) as a contribution to the Gravure Education Foundation, Inc. and/or its successor organization provided that such organization is qualified under Internal Revenue Code Section 501(c)(3) or (6) at the time of the contribution or (c) as a contribution to an educational institution or other qualified Internal Revenue Code Section 501(c)(3) or (6) organization, as selected by a majority of the members of the Association, which holds as part of its goals the furtherance and advancement of the gravure printing process.
Notwithstanding any other provision of these bylaws, no member, director, officer, employee, or other representative of the Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(6) of the Internal Revenue Code and its Treasury Regulations as they now exist or as they may hereafter be amended. No member, director, officer, or employee of the Association, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided that this
•shall not prevent the payment to any such person of such reasonable
compensation for services rendered to or for the benefit of the Association in effecting any of its purposes as shall be fixed by the Board of Directors or as otherwise provided herein; and no such person or persons shall be entitled to share in the distribution of any of the Association assets upon the dissolution of the Association.