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Bylaws

These By-Laws were approved by those voting members (delegates) attending the November 14, 2020 Annual Meeting.

ARTICLE 1

NAME AND LOCATION

SECTION 1. Name: The name of this Corporation shall be ALASKA FARM BUREAU, INC., (hereinafter “Corporation”). The Corporation shall have the right; however, to carry on the business of this Corporation under a trade name and to register such trade name, and to change same, as the board of Directors may determine from time to time.

SECTION 2. Location: The principal office shall be in the City of Palmer, Borough of Matanuska Susitna, State of Alaska. Other offices for the transaction of business shall be located at such places, as the Board of Directors shall, from time to time, determine.

ARTICLE II

NONPROFIT OPERATION AND PURPOSE

SECTION 1. Nonprofit: The Corporation will not have to issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its Members, Trustees, or Officers without full consideration. No Member of the Corporation has any vested right, interest or privilege in or to the assets, property, functions or activities of the Corporation. The Corporation may contract in due course with its Members, Trustees and Officers without violating this provision.

SECTION 2. Purpose: The purposes of the Corporation are:

  1. To promote, protect and represent the business, economic, social and educational interests of the agriculture industry and to develop agriculture within the State of Alaska. These purposes are intended to permit the betterment of conditions of persons engaged in the agricultural pursuits, the improvement of the grade of agricultural products and the development of higher degree of proficiency in agriculture.
  2. To exercise all rights and powers conferred by the laws of the State of Alaska upon nonprofit corporations, including without limiting the generality of the foregoing, to acquire by devise, gift, purchase, lease or otherwise any property of any sort or nature without limitation as to its amount of value and to hold, invest, reinvest, manage, use apply, employ, sell, expend, disburse, lease, mortgage, convey, option, donate or otherwise dispose of such property, for any of the purposes set forth herein.
  3. To do such other things as are incidental to the purposes of the corporation or necessary or desirable in order to accomplish them.

SECTION 3. Corporation shall be a member of the American Farm Bureau Federation

and shall conduct its affairs consistent with the Articles of Incorporation and By-laws of the American Farm Bureau Federation and consistent with the membership agreement between this Corporation and the American Farm Bureau Federation.

ARTICLE III

ORGANIZATION AND FUNCTIONS

SECTION 1. Composition: The Corporation shall consist of area agricultural producer Associations, (hereinafter “Area Associations(s)”) which have been accepted as members by the Board of Directors of the Corporation and which comply with the requirements of membership as stated in the By-Laws of the Corporation.

SECTION 2. Association Cooperative Agreements: The Corporation is authorized to enter into a comprehensive cooperative agreement with the Area Associations, such agreement to include, but not be confined to, matters of membership acquisition, definition of an Area Association, maintenance, record keeping, finances, guidelines for Area Association programs, promotion of the Corporation and Area Association programs and policies, and such other matters which may contribute to the successful growth, promotion and development of the Corporation and the Area Associations.

SECTION 3. Cooperative Relations: The Board of Directors shall have authority and may establish and maintain by suitable arrangement and agreement duly entered into, cooperative relations with any department, board, division, or agency of the United States Government, or agency of a political subdivision thereof, with other agricultural organizations, and with others. However, Area Associations, in working with other groups, should adhere to a policy of correlated but separate action and avoid joining with other groups when Corporation policies would thereby be compromised. Corporation policies are compromised when affiliation or cooperation with an allied organization or group results in support by the Corporation or Area Association of a matter which is in conflict with Corporation policy.

ARTICLE IV

AREA ASSOCIATION MEMBER

SECTION 1. Qualification and Conditions of Membership:

  1. In order to be accepted into the Corporation, an Area Association must: (I) be organized under the laws of the State of Alaska; (II) adopt Articles of Incorporation and (III) adopt and maintain By-Laws which are consistent with the Articles of Incorporation, By-Laws, and policies of the Corporation.
  2. As a condition of its membership in the Corporation, an Area Association shall agree to be governed in all its actions by the Articles of Incorporation and By-Laws of the Corporation, including any amendments which may from time to time be adopted as provided for in Article XVIII. Except as provided for in the next Section, an Area Association shall also agree to abide by all resolutions passed at a duly constituted and convened regular or special meeting of the Voting Delegates and the resolutions adopted by the Board of Directors insofar as they apply to the organization and operation of the Corporation and the Area Associations.

SECTION 2. Policy and Dissent:

  1. It is in the best interest of all Area Associations to be supportive of the local and state public policy resolutions adopted by the Voting Delegates, including interpretations of such resolutions adopted by the Board of Directors. Except as provided in this Section, an Area Association shall be bound by public policy resolutions involving local and state issues adopted by the Voting Delegates of the Corporation and of such resolutions adopted by the Board of Directors.

ARTICLE V

MEMBERSHIP

SECTION 1. Classes: There shall be two classes of individual membership in the Area Association. A membership may be an individual person or a business entity. General voting delegates will be an individual or one of the listed principals of the business entity.

General and Associate. The acceptance and classification of members are subject to the approval of the Board of Directors of the respective Area Association.

SECTION 2. Statement of Certification: The State Office shall file the following statement with the Corporation by October 15 of each calendar year. “I certify that the membership of (Name of Area Association) is properly classified as shown by records on file in the (Name of Area Association) office and agree to an audit by the State board of Directors of the Corporation as to the accuracy of said classification.”

SECTION 3. General:

  1. General membership shall include persons or businesses engaged in the production or processing of agricultural commodities for sale, including lessees and tenants of the land used for the production of such products, and/or lessors and landlords who receive as rent, either in kind or in cash, all or part of the crop raised on the leased or rented premises.
  2. General members upon retirement will continue to be classified as General. General Members, upon retirement from farming will continue to be classified as General Members.
  3. Surviving spouses of General Members will continue to be classified as General if there is no break in membership.
  4. Voting Delegates are defined as General Members. Voting delegates must be present when voting at Annual or Special meetings. The voting delegate will be the individual or a listed principle member of the business entity. The voting delegate shall only have one vote.
  5. Each area will be entitled to a number of voting delegates equal to the number General Members in that area.
  6. Century Club General Membership shall meet the general membership requirements listed in a. above. Century Club members pay $100.00 for their membership, indicating their support for the Alaska Farm Bureau, Inc. The Alaska Farm Bureau will present each Century Club member a plaque with spaces for 10 years. Each successive yearly renewal will have a “year plate” presented to affix to the plaque. No one shall be allowed to have more than one membership per year.

SECTION 4. Associate: Associate memberships may be granted to persons who do not qualify for General membership but who have a direct or indirect interest in agriculture and who subscribe to and desire the support of the Corporation policies, philosophies and beliefs.

  1. Century Club Associate Membership shall meet the associate membership requirements listed above. Century Club members pay $100.00 for their membership, indicating their support for the Alaska Farm Bureau, Inc. The Alaska Farm Bureau will present each Century Club member a plaque with spaces for ten years. Each successive yearly renewal will have a “year plate” presented to affix to the plaque. No one shall be allowed to have more than one membership per year.

SECTION 5. Joint Membership: Individuals who acquire membership in an Area Association shall automatically become a member of the same class in the Corporation upon payment of dues to the Corporation by the Area Association.

SECTION 6.

  1. Membership Rights: General members in good standing of an Area Association shall have the right to be a Voting Delegate on all matters at an annual or special meeting of the Voting Delegates of the Corporation. General and Associate members shall be entitled to the privileges and services offered by the Corporation, or by companies affiliated with the Corporation, subject to the rules and policies adopted by the respective Boards of Directors of the Corporation and such affiliated companies.
  2. Membership lists shall be protected at all times by Federal Privacy Standards and may be provided only to Directors, Chapter Presidents and Secretaries of each Chapter, the Executive Director and those necessary to conduct Alaska Farm Bureau Business such as designated insurers of farm policies. 

ARTICLE VI

DUES

SECTION 1. Dues: The Annual Meeting is recognized as one that follows and addresses the Corporations close of the fiscal year. The fiscal year is November 1 through October 31. General members who have held membership at the close of the physical year prior to the Annual Meeting are entitled to vote at the Annual Meeting. Membership dues will be determined by the Voting Delegates at the Annual Meeting.

SECTION 2. Payment: Dues are payable in advance; however, a grace period of thirty (30) days shall be allowed before the services offered by the Corporation, on the basis of membership, may be subject to termination. The State Office will be responsible for collection of all dues and will disperse the Chapters share to them. Dues are due and payable each year for the fiscal year specified in Section XV. Annual membership dues shall also include the dues for membership in the American Farm Bureau Federation.

ARTICLE VII

VOTING DELEGATE MEETINGS

SECTION 1. Annual Meeting:

  1. An annual meeting of the Voting Delegates of the Corporation shall be held either during the month of November or December for the transaction of such business that may come before the meeting.
  2. The annual meeting of the Voting Delegates shall be held at such day, hour and place either within or without the State of Alaska, as determined by the Board of Directors. If no designation of the place of the annual meeting of Voting Delegates is made, the place of the meeting shall be at the registered office of the Corporation in the State of Alaska.

SECTION 2. Special Meetings: Special meetings of the Voting Delegates of the Corporation may be called by the President, by a majority vote of a duly constituted and convened quorum of the Board of Directors, or by two (2) of the Area Associations for the purpose or purposes stated in the notice of such special meeting.

SECTION 3. Notice: Written notice stating the day, hour and place of a meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than twenty (20) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary or the Directors, or persons calling the meeting to each Area Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Area Association at the address of the member as it appears on the records of the Corporation, with postage thereon prepaid.

SECTION 4. Quorum:

  1. Ten percent (10%) or twenty (20)-voting delegates, in good standing, shall constitute a quorum. If a quorum is not present at any meeting of Voting Delegates, the meeting shall be adjourned. Withdrawal of Voting Delegates from any meeting shall not cause failure of a duly constituted quorum at that meeting.
  2. The act of a majority of the Voting Delegates present at a meeting at which a quorum was present to convene the meeting shall be the act of the Voting Delegates, unless the act of a greater number is required by statute, these By-Laws, or the Articles of Incorporation.

ARTICLE VIII

BOARD OF DIRECTORS

SECTION 1. Management and Business Affairs: Subject to such policies and resolutions as may be adopted by the Voting Delegates in a duly constituted and convened regular or special meeting and which are in full force and effect, the property and business of the Corporation shall be managed by the Board of Directors.

SECTION 2. The Board of Directors shall be made up of up to two (2) members from each of the area associations as determined by the Board of Directors.  

SECTION 3. Nominations: Area Directors elected by the majority members in each area shall serve for a term of two (2) years. By September 1 of each year, notice shall be sent to all members in an area from which the Secretary of the Corporation requesting nominations elects a board member. For a member to be nominated to run for the Board the following will be required:

  1. Must be a qualified General Member from the area from which the Director is to be elected.
  2. The member’s dues must be current at the time of nominations.
  3. The nominating petition must be mailed to the Secretary of the Corporation by September 15.

Upon receiving nominations from an area, the Secretary will have ballots printed listing all qualified nominated candidates and will mail them to all members of the area in good standing by October 1.

The mailing shall contain the following:

  1. Corporation addressed, return envelope-requiring signature on backside.
  2. Plain envelope.
  3. Ballot.
  4. Voting instructions.

Ballots shall be required to be postmarked by October 15, certified by the Secretary as qualified and then removed from the cover envelope.

The nominee with the most votes in each area will be elected to that area. Ties will be decided by toss of a coin by the Corporation President.

The ballots and tally sheets will remain in the care of the Corporation Secretary until such time as the election has been ratified by the membership at the Annual Meeting.

SECTION 4. Each individual area director serving on the initial Board of Directors of the Corporation shall serve a staggered term of one (1) year and two (2) years as determined by the luck-of-the-draw. If the area director serves less than a two (2) year term, he/she shall be eligible for election for a full two (2) year term.

SECTION 5. A Director’s seat may be declared vacant by the Board if a Board member has three (3) unexcused absences in a term or if no nominee was forthcoming from the area or in the case of resignation or death. Vacancies on the Board of Directors shall be filled by appointment by the Board of Directors. The appointee shall serve until a successor is elected according to the By-Laws.

SECTION 6. It shall be the duty of the Board of Directors to administer the business and general affairs of the Corporation; to arrange the program and other details in connection with annual meetings and special meetings of the Corporation; to preserve the records of the proceedings of the annual or special meetings of the Corporation and meetings of the Board of Directors; to control the finances of the Corporation; to establish by resolution the annual dues of the Corporation; and to administer the Corporation at annual or special meetings. It is authorized and empowered to disburse the funds of the Corporation for all proper expenses and maintenance and is authorized and empowered to conduct elections of directors to be seated on the Board.

It is the duty of the Board of Directors to ensure that each Chapter shall schedule a minimum of four meetings a year. At each meeting, the membership of each area may decide by vote if they wish to hold additional meetings. The directors may schedule special meetings at their discretion or at the wish of the Corporation President on matters of statewide importance.

The format and scope of the area meetings are to be the responsibility of each area to manage. Minutes of each meeting will be recorded by a director or appointed member and be retained for future reference and a copy forwarded to the Secretary of the Alaska Farm Bureau for file and distribution to all area directors.

SECTION 7: A quorum of the Board of Directors shall consist of a majority of the duly elected directors presently serving in office. At a meeting of the Board of Directors at which a quorum is present, a majority vote constitutes an action of the Board.

SECTION 8: The Board of Directors shall normally meet semi-annually, at a time and place designated by the President. Meetings of the Board of Directors shall be defined as meeting together in person, by teleconference, by telephone conference call or any combination thereof. The President shall notify each member of the Board either by letter twenty (20) days prior to the meeting or notify Board members by telephone or teleconference, fifteen (15) days prior to a meeting at which Board members have to travel. For a telephone conference call meeting, the president shall notify each board member at least two (2) days prior to the conference call. The notice of the meeting shall consist of the time, place and the subject matter of the meeting.

SECTION 9: Teleconference: Any regular or special meeting may be conducted by telephone conference call or other means of electronic communication. Participation in such a meeting by conference call or other means of electronic communication shall constitute presence in person at the meeting by the person or persons so participating.

SECTION 10. Expenses: By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any Director from service to the Corporation in any other capacity and receiving compensation, therefore.

SECTION 11. Removal:

  1. A Director may be removed from office prior to the expiration of the term for that Director by a vote of two-thirds (2/3) of the Voting Delegates at a duly constituted and convened meeting of the Voting Delegates whenever, in the judgment of the Voting Delegate, the best interests of the Corporation will be served thereby.
  2. The removal of a Director shall be without prejudice to the contract rights, if any, of the Director so removed. Election of a Director shall not of itself create any contract rights.

ARTICLE IX

OFFICERS

SECTION 1. Offices: The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer, provided that the offices of Secretary and Treasurer may be held by the same person.

SECTION 2. Election and Term of Officers: The President and Vice President shall be elected by the Board of Directors. The President may be elected from the list of candidate(s) forwarded by the nominating committee of all general members at the Annual meeting to be in compliance with AS 10.20.121. They must be willing to serve. They shall serve a term of office for two (2) years and until their successors are duly elected and shall have qualified. The Secretary and Treasurer shall be elected by the Board of Directors at the regular meeting of the Board of Directors. Other officers or assistant officers or agents, as may be deemed necessary, may be elected by the Board of Directors at any meeting of the Board of Directors and shall have such authority and may perform such duties as may be fixed by resolution of the Board of Directors not inconsistent with these By-Laws. All officers elected by the Board of Directors shall hold a term of office for two (2) years or until a successor has been duly elected.

SECTION 3. Removal: 

  1. The President or Vice President may be removed from the office prior to the expiration of their term by a vote of two-thirds (2/3) of the Voting Delegates at a duly constituted and convened meeting of the Voting Delegates whenever, in the judgment of the Voting Delegates, the best interest of the Corporation will be served thereby.
  2. Any officer other than the President or Vice President may be removed from office prior to the expiration of their term by a majority vote of the Board of Directors voting at a duly constituted and convened meeting of the Board of Directors whenever, in the judgment of the Board of Directors, the best interests of the Corporation will be served thereby.
  3. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of any officer shall not of itself create any contract rights.

SECTION 4. Qualifications of President and Vice President: The President and Vice President shall be Active members in good standing in their respective Area Associations and shall be and continue to be persons whose principal interest is agriculture. A person otherwise qualified shall not be deemed disqualified because of substantial full-time duties as an elected official of the Corporation or of an Area Association.

SECTION 5. President: The President shall be the principal executive officer of the Corporation. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the Corporation; the President shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors or by the Voting Delegates; and in general, the President shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these By-Laws, the President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and the President may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form instrument. The President may vote all securities which the Corporation is entitled to vote except as to the extent of authority shall be vested in a different officer or agent of the Corporation by the Board of Directors.

SECTION 6. Vice President: The Vice President shall assist the President in the discharge of the duties of the President as the President may direct and shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors. In the absence of the President or in the event of the inability or refusal of the President to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or by these By-Laws, the Vice President may execute for the Corporation any contacts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and the Vice President may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

SECTION 7. Treasurer: The Treasurer shall be the principal accounting and financial officer of the Corporation. The Treasurer shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the Corporation; (b) have charge and custody of all funds and securities of the Corporation, and be responsible therefore, and for the receipt and disbursement thereof; and (c) perform all the duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 8. Secretary: The Secretary shall record the minutes of the meetings of the Voting Delegates and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation; keep a register of the post office address of each individual member and Area Association which shall be furnished to the Secretary by such individual or Area Association; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

SECTION 9. Assistants: The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or by the Board of Directors. If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

SECTION 10. Vacancies: (a) In case of any vacancy in the offices of President or Vice President through death, resignation, disqualification or otherwise, the Board of Directors shall select a duly qualified successor to fill such vacancy until the next annual meeting of the Voting Delegates.

(b) In case of any vacancy in any office other than that of President or Vice President through death, resignation, disqualification or otherwise, the Board of Directors shall elect, in the case of Secretary or Treasurer, and may elect, in the case of other officers a duly qualified successor to fill such vacancy until the next regular meeting of the Board of Directors.

ARTICLE X

EXECUTIVE DIRECTOR

SECTION 1. Appointment: An executive director may be appointed by the Board of Directors.

SECTION 2. Title: The title of Administrator, Chief Executive Officer, or any similar title may be substituted for the title of Executive Director.

SECTION 3. Duties: Subject to the direction and control of the Board of Directors and the President, the Executive Director shall manage the business of the Corporation and shall serve as the chief administrator of the Corporation. The Executive Director shall be responsible to the Board of Directors through the President for the execution of the resolutions and directives determined by the Board of Directors. The Executive Director shall administer the employment and discharge of all employees and determine their compensation with the approval of the Board of Directors. The Executive Director shall develop and give administrative direction to leadership personnel training, servicing needs of the Board of Directors, committees and other units of the Corporation by providing them with program aids and information to equip them for successful performance of their respective role in the Corporation. The Executive Director shall perform all duties as from time to time may be assigned to the Executive Director by the President or by the Board of Directors.

SECTION 4. Removal:

  1. The Executive Director may be discharged, with cause, by a majority vote of the Board of Directors voting at a duly constituted and convened meeting of the Board of Directors.
  2. The discharge of an Executive Director shall be without prejudice to the contract rights, if any, of the Executive Director so discharged. Appointment of any Executive Director shall not of itself create any contract rights.

ARTICLE XI

COMMITTEES

SECTION 1. Executive Committee: If the Board of Directors determines to have an Executive Committee, the President shall nominate an Executive committee of the number of persons determined by the Board of Directors to be on the Executive Committee. The President and Vice President shall be included in such list of persons so nominated. Upon approval by the Board of Directors, such Executive Committee shall have authority to function in the interim periods between meetings of the Board of Directors and shall, within the policies of the Corporation and budget limitations, act upon such matters as may be referred to it form time to time by the Board of Directors. The President shall ex officio be chairperson of such Committee. The Secretary of the Corporation shall act as secretary of the Committee, keeping a minute record of the proceedings of the Committee, and report all proceedings of the Committee during such interim periods to the next succeeding regular meeting of the Board of Directors for such action as may be appropriate.

SECTION 2. Other Committees: Other committees not having and exercising the authority of the Board of Directors in the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation through membership in an Area Association, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interest of the Corporation shall be served by such removal.

SECTION 3. Term: Each member of a committee shall continue as such until the next annual meeting of the Voting Delegates of the Corporation and until a successor is duly appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

SECTION 4. Chairperson: One member of each committee shall be appointed Chairperson.

SECTION 5. Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided for in the original appointments.

SECTION 6. Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 7. Rules: Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

SECTION 8. Special Committees: The Board of Directors may from time to time to establish special committees to have such functions and duties as it may prescribe, but no special committee shall have the power to act except upon the approval and concurrence of the Board of Directors.

ARTICLE XII

PROCEDURE AT MEETINGS

SECTION 1. Governing Rules: All meetings of the Corporation shall be governed by “Robert’s Rules of Order, Newly Revised,” when not in conflict with the statutes of the State of Alaska, the Articles of Incorporation or these By-Laws.

SECTION 2. Chairperson:

  1. The Chairperson of any meeting shall be able to take part in all votes at the meeting provided the Chairperson complies with any qualifications pursuant to these By-Laws.
  2. The Chairperson of any meeting shall be the final authority as to any ruling pursuant to Robert’s Rules of Order or any interpretation of Robert’s Rules of Order.

SECTION 3. Majority: The word “majority” when used in these By-Laws shall mean more than one-half (1/2). When the term “majority vote“, or any form thereof is used without qualification, it means more than one-half (1/2) of the votes cast by the persons legally entitled to vote, excluding blanks or abstentions, at a duly constituted and convened meeting at which a quorum is present.

ARTICLE XIII

CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS

SECTION 1. Contracts, Etc.: The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc.: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant treasurer and countersigned by the President or Vice President of the Corporation.

SECTION 4. Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

SECTION 5. Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or, devise for the general purposes or for any special purpose of the Corporation.

ARTICLE XIV

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Voting Delegates, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Area Associations, Voting Delegates, and Board of Directors entitled to vote. All books and records of the Corporation may be inspected by the agent or attorney of any Area Association for any proper purpose at any reasonable time.

ARTICLE XV

FISCAL YEAR

The fiscal year of the Corporation is November 1 through October 31 as determined by the Board of Directors.

ARTICLE XVI

SEAL

The Corporation and seal shall have inscribed thereon the name of the Corporation and the words “Corporation Seal, State of Alaska”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XVII

WAIVER NOTICE

Whenever any notice is required to be given under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Alaska Nonprofit Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVIII

AMENDMENTS

Amendments to the Articles of Incorporation and By-Laws shall be adopted upon receiving at least two-thirds (2/3) of the votes entitled to be cast by Voting Delegates present at a duly constituted and convened annual or special meeting of Voting Delegates at which a quorum is present. Such amendments may be proposed by the Board of Directors, an Area Association, or a Voting Delegate, and shall be filed with the Secretary of the Corporation at least thirty (30) days before such a meeting. The Secretary shall provide notice of any proposed amendment to the Articles of Incorporation or By-Laws by mailing a copy of such amendment to the President of all Area Associations not less than twenty (20) nor more than fifty (50) days before such a meeting.

ARTICLE XIX

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonable believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contedere or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonable believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was in service at the request of the Corporation as a director, officer, employee, or agent of another corporation, association, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonable incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonable believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged or be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnity for such expenses which the court shall deem proper.

SECTION 3. To the extent that a director, officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually or reasonable incurred by such person in connection therewith.

SECTION 4. Any indemnification under Section 1 and 2 of the Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by a majority of the Area Association.

SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.

SECTION 6. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, vote of Area Associations or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, employee or agent and shall inure to the benefits of the heirs, executors and administrators of such person.

SECTION 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these sections.

SECTION 8. If the Corporation has paid indemnity or had advance expenses to a director, officer, employee or agent, the Corporation shall report the indemnification or advance in writing to the Voting Delegates with or before the notice of the next meeting of the Voting Delegates.