CONSTITUTION
AND BYLAWS
OF
LIONS
BLIND & CHARITY FUND, INC.
____________________
A
Corporation governed by the
Not-for-Profit
Corporation Law of New York
____________________
CONSTITUTION
ARTICLE
I
The name of the Corporation is Lions Blind & Charity
Fund, Inc. (the “Corporation”).
ARTICLE
II
The purposes for which the Corporation has been formed
are set forth in the certificate of incorporation of the Corporation. Subject
to the limitations in the certificate of incorporation and applicable law, the
Board of Directors of the Corporation shall (a) apply moneys and property
received by the Corporation to appropriate uses and expenses, including without
limitation, investments, and (b) shall annually expend such portion of the
moneys and property of the Corporation as it shall deem appropriate for
Charitable Purposes, as hereinafter defined. In making determinations
concerning such application and expenditures, the Board of Directors may give
due consideration to the need to maintain capital for the continued production
of earnings for future application and expenditures.
“Charitable Organizations” shall have the meaning
provided in the certificate of incorporation of the Corporation, which
currently is as follows:
Corporations, trusts, funds, foundations or community chests
organized and operated exclusively for Charitable Purposes, no part of the net
earnings of which inures to the benefit of any private shareholder or
individual and no substantial part of the activities of which is carrying on
propaganda or otherwise attempting to influence legislation and which do not
participate in or intervene in (including the publication or distribution of
statements) any political campaign on behalf of or in opposition to any
candidate for public office.
“Charitable Purposes” shall have the meaning provided in
the certificate of incorporation of the Corporation, which currently is as
follows:
Religious, charitable, scientific, literary, or educational
purposes, as those terms are used in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, or any successor statute, and only such purposes as
constitute public charitable purposes under the laws of the State of New York.
ARTICLE
III
The Corporation shall operate in District 20-N of MD-20
of New York State & Bermuda Lions Clubs Incorporated as well as in the area
served by the Lions Club of Arcade. The principal office of the Corporation
shall be located in the County of Erie, State Of New York.
ARTICLE
IV
The Corporation shall be managed by the Board of
Directors. Each Member Club of the Corporation, as hereinafter defined, shall
be deemed a special membership district or section and accordingly shall
appoint two directors and two alternates, as more fully provided in the By-Laws
portion of this Constitution and By-Laws.
BYLAWS
ARTICLE
I
MEMBER
CLUBS
Section 1. Classification of Members. The membership of the Corporation shall
consist of (a) General Members and (b) Associate Members. General Members and
Associate Members shall have full and equal voting rights as members of the
Corporation and shall be referred to jointly in these By-Laws as “Member
Clubs.” Only Lions Clubs that are located within the geographic area served by
the Corporation, as identified in Article III of the Constitution, are eligible
to be Member Clubs. New Member Clubs shall be admitted only as Associate
Members and only upon the invitation of the Board of Directors of the
Corporation. A Lions Club cannot simultaneously be a General Member and an
Associate Member.
Section 2. General Members. Each General
Member has made a capital contribution of $200 for each General Membership
unit. Each General Member shall be entitled to one vote as a Member Club of the
Corporation, regardless of the number of General Membership units the General
Member has. No General Member may hold more than ten General Membership units.
Notwithstanding the preceding sentence, no additional General Membership units
or capital certificates for additional General Membership units shall be
issued. Each General Membership unit shall be evidenced by a capital
certificate.
Section 3. Associate Members. Associate
Members shall pay the Corporation an initiation fee and make an annual contribution
to the Corporation in such amount as the Board of Directors shall determine.
The contribution for each year shall be made
on or before January 31 of each year. An Associate Member who fails to
make such annual contribution shall not have the right to cast a vote at any
meeting of the Member Clubs. Initiation fees and annual contributions are not
refundable.
Section 4. Evidence of Membership. Membership in the Corporation shall be
evidenced by the inclusion of the Member Club's name and classification,
whether General or Associate, in a list of Member Clubs to be maintained under
the direction of the Secretary. Admission to membership may be evidenced by the
issuance of capital certificates, in the case of General Members, or membership
certificates, in the case of Associate Members. The list maintained by the
Secretary shall also include the number of General Membership units possessed
by each General Member.
Section 5. Honorary Members. Any Lion who
has rendered extraordinary meritorious service to the Corporation or who
through his own efforts has accomplished results worthy or recognition may be
elected by a two-thirds vote of the Board of Directors to be an honorary member
of the Corporation. Honorary members shall not be required to pay a capital
contribution or make any annual contribution and shall not have any vote nor
any of the other rights or privileges of Member Clubs.
Section 6. Transferability. No membership
interest, right or privilege is transferable by operation of law or otherwise (including
without limitation by merger, consolidation or distribution upon dissolution).
A Member Club that (a) participates in a merger or consolidation and is not the
surviving corporation of such merger or consolidation or (b) dissolves or
otherwise liquidates shall be deemed to have voluntarily withdrawn from the
Corporation and, in the case of a General Member, its capital contribution may
be redeemed as permitted by the Certificate of Incorporation. This section
shall not be deemed to prohibit the use of proxies for voting purposes.
ARTICLE
II
MEETINGS
OF MEMBER CLUBS
Section 1. Annual Meeting. The annual meeting of the Member Clubs of
the Corporation shall be held each year at such time and at such place within
the State of New York as the Chairman or a Vice Chairman shall determine and
the notice of the meeting shall specify.
Section 2. Special Meetings. Special meetings of the Member Clubs may be
called by the Board of Directors or by the Chairman or a Vice Chairman, and
shall be called by the Chairman or a Vice Chairman at the request in writing of
at least one-third of the Member Clubs of the Corporation. Such request shall
state the purpose or purposes for which the meeting is to be called. Each
special meeting of the Member Clubs shall be held at such time and at such
place within the State of New York as the person calling the meeting shall
determine and the notice of the meeting shall specify.
Section 3. Notice of Meetings. Written notice of each meeting of the Member
Clubs shall be given, personally or by mail, not less than fifteen (15) days
before the date of the meeting, to each voting member. If mailed, such notice shall be deposited in
the United States mail, with first-class postage thereon prepaid, directed to
the voting member at his or her address as it appears on the record of Member
Clubs. The notice shall state the
place, date and hour of the meeting, the purpose or purposes for which the
meeting is called and, unless it is the annual meeting, indicate that the
notice is being issued by or at the direction of the person calling the
meeting. The notice need not refer to
the approval of minutes or to other matters normally incident to the conduct of
the meeting. Except for such matters,
the business which may be transacted at the meeting shall be confined to
business which is related to the purpose or purposes set forth in the notice.
Section 4. Quorum. At each meeting of Member Clubs for the
transaction of any business, a quorum for the transaction of business shall
consist of one-third of the total number of Member Clubs.
Section 5. Procedure. The order of business and all other matters
of procedure at every meeting of Member Clubs may be determined by the
presiding officer.
Section 6. Voting. Each Member Club in good standing shall be
entitled at every meeting of Member Clubs to one vote on all matters
appropriate for consideration by the Corporation's membership. All corporate
action to be taken by vote of the Member Clubs shall, except as otherwise
provided by law, the certificate of incorporation or these by-laws, be
authorized by a majority of the votes cast.
The vote upon any question before a meeting of the Member Clubs shall
not be by ballot unless the person presiding at such meeting shall so direct or
any Member Club shall so demand.
Section 7. Reports. The Board of Directors shall present at each
annual meeting a report, verified by the Chairman and Treasurer or by a
majority of the directors, showing in appropriate detail the following:
(a) The assets and liabilities, including
the funds, of the Corporation as of the end of twelve month fiscal period of
the Corporation terminating not more than six months prior to said meeting.
(b) The principal changes in assets and
liabilities, including trust funds, during said fiscal period.
(c) The revenue or receipts of the
Corporation, both unrestricted and restricted to particular purposes, during
said fiscal period.
(d) The expenses or disbursements of the
Corporation, for both general and restricted purposes, during said fiscal
period.
(e) The number of Member Clubs of the
Corporation as of the date of the report, together with a statement of increase
or decrease in such number during said fiscal period, and a statement of the
place where the names and addresses of the current Member Clubs may be found.
Such report shall be filed with the records of the
Corporation and a copy or an abstract thereof shall be entered in the minutes
of the proceedings of the annual meeting at which the report is presented.
Section 8. Written Consent of the Voting
Members Without a Meeting. Whenever
by law Member Clubs are required or permitted to take any action by vote, such
action may be taken without a meeting on written consent, setting forth the
action so taken, signed by all of the Member Clubs. Written consent thus given by all of the Member Clubs shall have
the same effect as a unanimous vote of the Member Clubs.
ARTICLE
III
BOARD
OF DIRECTORS
Section 1. Management of Corporate Affairs.
(a) Generally. Except as otherwise provided by
law, the certificate of incorporation of the Corporation or these by-laws, the
activities, property and affairs of the Corporation shall be managed by the
Board of Directors.
(b) Financial and Charitable Matters. The Board of
Directors shall provide for the raising of monies for the purposes of the
Corporation as provided in Article II of the Constitution. The Board of
Directors shall provide for the payment of administrative expenses of the
Corporation and for expenditures in furtherance of the purposes of the
Corporation within the area served by the Corporation. Without limiting the
kinds or types of permissible expenditures that would further such purposes,
the following charitable contributions shall be authorized:
(i) Gifts
or grants to Charitable Organizations selected by the Board of Directors or the
officers or upon applications by Charitable Organizations;
(ii) Gifts
or grants to individuals or other persons as long as such gifts or grants are
for Charitable Purposes;
(iii) Gifts
or grants to General Members or Associate Members as long as (A) they are
Charitable Organizations or (B) such gifts or grants are expressly limited to
being used by such General Members or Associate Members for Charitable
Purposes;
(iv)
Notwithstanding the foregoing, at least 50% of the total charitable
contributions made by the Corporation each year shall be in the form of gifts
or grants to the Eye Bank Division of Upstate New York Transplant Services,
Incorporated.
Section 2. Number and Qualifications. The Board of Directors shall be not less
than seven nor more than 118 and shall consist of two persons appointed by each
General Member and Associate Member, with two alternates also appointed by such
members. All of the directors shall be at least eighteen (18) years of age and
shall be members of Lions Clubs International.
Section 3. Term of Office. The term of
office of each director shall be two years and until his or her successor has
been appointed and qualified. There
shall be no limit on the number of successive terms a person may serve as
director.
Section 4. Vacancies; New Directorships. Whenever a director appointed by a General
Member or Associate Member leaves such directorship before the expiration of
his or her term for any reason, his or her seat on the Board shall be filled by
one of the alternates appointed by such member. Such Member Club may appoint
another person to fill the vacated directorship instead of the alternate or in
replacement of the alternate. Anyone filling a vacancy shall hold office until
the expiration of the term of the replaced director and until his or her
successor has been elected and qualified. Newly created directorships shall
result only from admission of a new Associate Member. Upon admission, such
Associate Member shall appoint two directors and two alternates as provided
above in this Article.
Section 5. Resignation. Any director of the Corporation may resign
at any time by giving his or her written resignation to the Chairman, a Vice
Chairman or the Secretary. Such
resignation shall take effect at the time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Notwithstanding the foregoing, each person
appointed by a Member Club as a director or alternate shall be deemed to have
voluntarily resigned at the time such Member Club ceases to be a Member Club
for any reason.
Section 6. Compensation. No director of the Corporation shall receive,
directly or indirectly, salary, compensation or emolument from the Corporation,
except reasonable compensation for services actually performed and
reimbursement of expenses necessarily incurred in effecting one or more of the
corporate purposes of the Corporation.
ARTICLE
IV
MEETING
OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors
may be called at any time by the Chairman, or in his or her absence or
disability, a Vice-Chairman, and must be called by such officer on written
request by directors representing one-third of the Member Clubs. Such request shall state the purpose or
purposes for which the meeting is to be called. Each special meeting of the Board of Directors shall be held at
such time and place as the person calling the meeting shall determine and the
notice of the meeting shall specify. The time and place of regular meetings
shall be fixed by the Board of Directors.
Section 3. Annual Meeting. The annual meeting of the Board of Directors
shall be held during the month of February of each year, or such other meeting
as the Board of Directors shall designate. The last order of business at each
annual meeting shall be the election of officers.
Section 4. Notice of Meetings. Notice of each regular or special meeting of
the Board of Directors stating the time and place thereof shall be given by the
Chairman, a Vice-Chairman or the Secretary to each member of the Board not less
than fifteen (15) days before the meeting, by mailing the notice, postage
prepaid, addressed to each member of the Board at his or her residence or usual
place of business. Notice of regular meetings of the Board of Directors need
not be given if the time and place of the regular meetings are fixed by the
Board of Directors.
Section 5. Quorum and Action by Board. At all meetings of the Board of Directors,
except as otherwise provided by law, the certificate of incorporation or these
by-laws, a quorum shall be required for the transaction of business and shall
consist of not less than one-third of the entire Board, and the vote of a
majority of the directors present shall decide any question that may come
before the meeting. A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time or place. Notice of
any such adjourned meeting shall be given to the directors who were not present
at the time of the adjournment and, unless the time and place of the adjourned
meeting were announced at the meeting, to the directors present.
Section 6. Procedure. The Chairman shall preside at all meetings
of the Board of Directors. The order of business and all other matters of
procedure at every meeting of the directors shall be determined by this
Constitution and By-Laws and, to the extent not addressed herein, by the
presiding officer.
Section 7. Action Without a Meeting. Any action required or permitted to be taken
by the Board or any committee thereof may be taken without a meeting if all
members of the Board or the committee consent in writing to the adoption of a
resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board or
committee shall be filed with the minutes of the proceedings of the Board or
committee.
Section 8. Presence at the Meeting by Telephone. Members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same
time. Participation in a meeting by
such means shall constitute presence in person at the meeting.
ARTICLE
V
COMMITTEES
OF DIRECTORS
Section 1.
Designation of Committees.
The Board of Directors, by resolution or resolutions adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of three or more directors with
one director being designated as the committee chairman, and may designate one
or more directors as alternate members of any such committee who may replace
any absent member or members at any meeting of such committee. In the interim between meetings of the Board
of Directors, the executive committee shall have all the authority of the Board
of Directors except as otherwise provided by law and shall serve at the
pleasure of the Board of Directors.
Each other committee designated shall have such a name as may be
provided from time to time in the resolution or resolutions of the Board of
Directors, shall serve at the pleasure of the Board of Directors and shall
have, to the extent provided in such resolution or resolutions, all the
authority of the Board of Directors except as otherwise provided by law.
Section 2. Acts and Proceedings. All acts done and power and authority
conferred by the executive committee from time to time within the scope of its
authority shall be, and may be deemed to be, and may be specified as being, an
act under the authority of the Board of Directors. The executive committee and each other committee shall keep
regular minutes of its proceedings and report its actions to the Board of
Directors when required.
Section 3. Meetings of Committees. Committees of directors shall meet at such
times and places as the chairmen of the committees shall determine and the
notice of the meeting shall specify.
Meetings of committees of directors shall be governed by the provisions
of Sections 4, 5, 6, 7 and 8 of Article IV of these by-laws, which govern
meetings of the entire Board of Directors.
ARTICLE
VI
OFFICERS
Section 1. Officers. The Board of Directors shall annually, at
the first meeting of the Board after the annual meeting of Member Clubs,
appoint or elect a Chairman, one or more Vice-Chairmen, a Secretary, and a
Treasurer. The Board of Directors may from time to time elect or appoint such
additional officers as it may determine.
Such additional officers shall have such authority and perform such
duties as the Board of Directors may from time to time prescribe.
Section 2. Term of Office. The Chairman, Vice Chairmen, the Secretary
and the Treasurer shall, unless otherwise determined by the Board of Directors,
hold office until the first meeting of the Board following the next annual
meeting of the Member Clubs and until their successors have been elected or
appointed and qualified. Each
additional officer appointed or elected by the Board of Directors shall hold
office for such term as shall be determined from time to time by the Board of
Directors and until his or her successor has been elected or appointed and
qualified. Any officer, however, may be
removed or have his or her authority suspended by the Board of Directors at any
time, with or without cause. If the
office of any officer becomes vacant for any reason, the Board of Directors
shall have the power to fill such vacancy.
Section 3. Resignation. Any officer may resign at any time by
notifying the Chairman or the Secretary of the Corporation in writing. Such resignation shall take effect at the
time specified therein unless otherwise specified in such resignation, the
acceptance thereof shall not be necessary to make it effective.
Section 4. Duties of Officers May Be Delegated. In case of the absence or disability of an
officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board, except where otherwise provided by law, may delegate,
for the time being, the powers or duties of any officer to any other officer,
or to any member of the Board.
Section 5. The Chairman. The Chairman shall be the chief executive
and administrative officer of the Corporation and shall have the general powers
and duties of supervision and management of the Corporation and shall perform
all such other duties as usually pertain to the office or are properly required
by the Board of Directors. The Chairman
shall preside at all meetings of the Board of Directors.
Section 6. The Vice-Chairmen. A Vice-Chairman shall, in the absence or at
the request of the Chairman, perform the duties and exercise the powers of the
Chairman. Each Vice-Chairman shall also
have such powers and perform such duties as usually pertain to the officer or
as are properly required by the Board of Directors.
Section 7. The Secretary. The Secretary shall issue notices of all
meetings of directors and members where notices of such meetings are required
by law or these by-laws. The Secretary shall attend all meetings of the Board
of Directors and keep minutes thereof.
The Secretary shall affix the corporate seal to and sign such
instruments as require the seal or the Secretary's signature and shall perform
such other duties as usually pertain to the officer or are property required by
the Board of Directors.
Section 8. The Treasurer. The Treasurer shall have the care and
custody of all the moneys and securities of the Corporation. The Treasurer shall cause to be entered in
the books of the Corporation to be kept for that purpose full and accurate
accounts of all moneys received and paid on account of the Corporation. The Treasurer shall make and sign such
reports, statements and instruments as may be required of him or her by the
Board of Directors or by the laws of the United States or of any state or
country, and shall perform such other duties as usually pertain to the officer
or as are properly required of the Treasurer by the Board of Directors.
Section 9. Officers Holding Two or More Offices. Any two or more offices, except those of Chairman
and Secretary, may be held by the same person, but no officer shall execute or
verify any instrument in more than one capacity if such instrument is required
by law or otherwise to be executed or verified by two or more officers.
Section 10. Compensation. No officer of the Corporation shall receive,
directly or indirectly, salary, compensation or emolument from the Corporation,
except reasonable compensation for services actually performed and
reimbursement of expenses necessarily incurred in effecting one or more of the
corporate purposes of the Corporation.
ARTICLE
VII
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Section 1. Right of Indemnification. Each director and officer of the Corporation,
whether or not then in office, and any person whose testator or intestate was
such a director or officer, shall be indemnified by the Corporation for the
defense of, or in connection with, any threatened, pending or completed actions
or proceedings and appeals therein, whether civil, criminal, administrative or
investigative, in accordance with and to the fullest extent permitted by the
Not-for-Profit Corporation Law of the State of New York or other applicable
law, as such law now exists or may hereafter be adopted or amended; provided,
however, that the Corporation shall provide indemnification in connection with
an action or proceeding (or part thereof) that was authorized by the Board of
Directors.
Section 2. Advancement of Expenses: Expenses incurred by a director or officer
in connection with any action or proceeding as to which indemnification may be
given under Section 1 of this Article VII may be paid by the Corporation in
advance of the final disposition of such action or proceeding upon (a) the
receipt of an undertaking by or on behalf of such director or officer to repay
such advancement in case such director or officer is ultimately found not to be
entitled to indemnification as authorized by this Article VII and (b) approval
by the Board of Directors acting by a quorum consisting of directors who are
not parties to such action or proceeding or, if such a quorum is not
obtainable, then approval by the members.
To the extent permitted by law, the Board of Directors or, if
applicable, the Member Clubs, shall not be required to find that the director
or officer has met the applicable standard of conduct provided by law for indemnification in connection with
such action or proceeding before the Corporation makes any advance payment of expense
hereunder.
Section 3. Availability and Interpretation: To the extent permitted under applicable
law, the rights of indemnification and to the advancement of expenses provided
in this Article VII (a) shall be available with respect to events occurring
prior to the adoption of this Article VII, (b) shall continue to exist after
any rescission or restrictive amendment of this Article VII with respect to
events occurring prior to such rescission or amendment, (c) shall be
interpreted on the basis of applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding or,
at the sole discretion of the director or officer, (or, if applicable, at the
sole discretion of the testator or intestate of such director or officer
seeking such rights), on the basis of applicable law in effect at the time of
such rights are claimed and (d) shall be in the nature of contract rights that
may be enforced in any court of competent jurisdiction as if the Corporation
and the director or officer form whom such rights are sought were parties to a
separate written agreement.
Section 4. Other Rights. The rights of indemnification and to the
advancement of expenses provided in this Article VII shall not be deemed
exclusive of any other rights to which any director or officer of the
Corporation or other person may now or hereafter be otherwise entitled, whether
contained in the certificate of incorporation, these by-laws, a resolution
of the Member Clubs, a resolution of the Board of Directors or an agreement
providing for such indemnification, the creation of such other rights being
hereby expressly authorized. Without
limiting the generality of the foregoing, the rights of indemnification and to
the advancement of expenses provided in this Article VII shall not be deemed
exclusive of any rights, pursuant to statute or otherwise, of any director or
officer of the Corporation or other person in any action or proceeding to have
assessed or allowed in his or her favor, against the Corporation or otherwise,
his or her costs and expenses incurred therein or in connection therewith or
any part thereof.
Section 5. Severability. If this Article VII or any part hereof shall
be held unenforceable in any respect by a court of competent jurisdiction, it
shall be deemed modified to the minimum extent necessary to make it
enforceable, and the remainder of this Article VIII shall remain fully
enforceable. Any payments made pursuant to this Article VII shall be made only
out of funds legally available therefor.
ARTICLE
VIII
CORPORATE
FINANCE
Section 1. Corporate Funds. The funds of the Corporation shall be
deposited in its name with such banks, trust companies or other depositories as
the Board of Directors may from time to time designate. All checks, notes, drafts and other
negotiable instruments of the Corporation shall be signed by such officer or
officers, agent or agents, employee or employees as the Board of Directors from
time to time may designate. No
officers, agents or employees of the Corporation, alone or with others, shall
have the power to make any checks, notes, drafts or other negotiable
instruments in the name of the Corporation or to bind the Corporation thereby,
except as provided in this section.
Section 2. Fiscal Year. The fiscal year of the Corporation shall
commence on February 1 of each year.
Section 3. Loans to Directors and Officers. No loans shall be made by the Corporation to
its directors and officers.
Section 4. Gifts. The Board of Directors, the executive committee or any authorized
officer, employee or agent of the Corporation may accept on behalf of the
Corporation any contribution, gift, bequest or devise for any general or
special purpose or purposes of the Corporation.
Section 5. Voting of Securities Held by the
Corporation. Stocks or other
securities owned by the Corporation may be voted in person or by proxy as the
Board of Directors or the executive committee shall specify. In the absence of any direction by the Board
of Directors or executive committee, such stocks or securities shall be voted
by the Chairman as he or she shall determine.
Section 6. Income from Corporation Activities. All income from activities of the
Corporation shall be applied to the maintenance, expansion or operation of the
lawful activities of the Corporation.
ARTICLE
IX
CORPORATE
SEAL
The seal of the Corporation shall be in such form as may
be determined from time to time by the Board of Directors.
ARTICLE
X
LIMITATIONS
The Corporation shall be non-partisan in politics,
religion, national, international and civic affairs.
ARTICLE
XI
STATUS
OF CONSTITUTION AND BY-LAWS
This Constitution and By-Laws shall jointly be deemed the
by-laws of the Corporation under applicable laws. Except as the context requires,
any reference herein or under applicable laws to the “by-laws” of the
Corporation shall be deemed a reference to this Constitution and By-Laws
jointly.
ARTICLE
XI
AMENDMENTS
This Constitution and By-Laws may be amended (i) at any
meeting of Member Clubs, notice of which shall have included specification of
the proposed action, including the wording of any proposed amendment, by the
vote of a majority of the Member Clubs of the Corporation, or (ii) at any
meeting of the Board of Directors, notice of which shall have included
specification of the proposed action, including the wording of any proposed
amendment, by the vote of two-thirds of the Board. Such proposed amendments
must be sent to the Member Clubs or the Board of Directors, as applicable, at
least thirty days prior to the meeting at which such amendments will be
proposed for adoption.