ACADIA Bylaws

Urgent Membership Decisions. Should urgent matters arise during the year that require a decision by the general membership and that cannot be postponed until the next annual membership meeting, then ballots with sufficient information about the issues involved will be mailed to the members. Overseas mail will be sent by air. The members will be required to return their votes by a fixed date, which shall be at least twenty-eight (28) days after the ballots are mailed. All votes received after the deadline will be void.

Urgent Membership Decisions. Should urgent matters arise during the year that require a decision by the general membership and that cannot be postponed until the next annual membership meeting, then ballots with sufficient information about the issues involved will be distributed to the members. Distribution may be by mail, email or network communications. Members may elect to receive ballots and election information by mail by notifying a member of the election committee in advance of the distribution of ballots. Overseas mail will be sent by air. The members will be required to return their votes by a fixed date, which shall be at least twenty-eight (28) days after the ballots are distributed. All votes received after the deadline will be void.

The President is elected directly by the membership through the mail. The election must take place by the end of March of each year. The person elected serves as Vice-President from April 1 until the General Membership Meeting of that year, as President until the General Membership Meeting of the next year, and as Vice-President again until March 31.

The President is elected directly by the membership. The election must take place by the end of March of each year. The person elected serves as Vice-President from April 1 until the General Membership Meeting of that year, as President until the General Membership Meeting of the next year, and as Vice-President again until March 31.

The elections committee is appointed by the President and consists of three members of the Steering Committee, one of whom serves as chairperson. The elections committee invites nominations, collects and counts the ballots. Any member in good standing may be a candidate for the presidency. Nominations should be made in writing and each candidate should be nominated by at least three members in good standing. A member of the elections committee cannot be a candidate for the presidency.

The elections committee is appointed by the President and consists of three members of the Steering Committee, one of whom serves as chairperson. The elections committee invites nominations, collects and counts the ballots. The election will be decided by simple majority of votes cast, unless otherwise stated in the bylaws. The count of the votes shall be determined by consensus of the elections committee. Any member in good standing may be a candidate for the presidency. A candidate must be nominated by at least three members in good standing. Nominations may be made by providing a written document using mail or network communications to a member of the elections committee. A member of the elections committee cannot be a candidate for the presidency.

The Steering Committee is elected through the mail, at the same time as the President.

The Steering Committee is elected at the same time as the President using the same methods.

These Bylaws may be amended through a vote by the general membership, which can be conducted in either one of two ways: (1) At the annual meeting or (2) through the mail. In both cases, a minimum of one fifth (1/5) of the members in good standing will be required to vote. For an amendment to pass, a two third (2/3) majority of the votes returned will be required.

These Bylaws may be amended through a vote by the general membership, which can be conducted in either one of three ways: (1) At the annual meeting,(2) through the mail, or (3) by network communications. In any case, a minimum of one fifth (1/5) of the members in good standing will be required to participate in the vote. For an amendment to pass, a two third (2/3) majority of the votes returned will be required.

A member is considered to be in good standing when he or she has paid dues for the current January 1 to December 31 period. The membership officer shall certify members in good standing at the annual membership meeting. He or she will also certify the mailing list of the members in good standing, who will receive ballots when a through-the-mail vote is conducted.

A member is considered to be in good standing when he or she has paid dues for the current January 1 to December 31 period. The membership officer shall certify members in good standing at the annual membership meeting. He or she will also certify the mailing list of the members in good standing, who will receive ballots when a through-the-mail vote is conducted.

Proposals to change the Bylaws should be submitted in writing to the President and should be signed by a minimum of five members. These proposals will also be published in the newsletter and mailed to all members before the membership meeting or before the through-the-mail vote is taken.

Proposals to change the Bylaws should be submitted in writing to the President and should be signed by a minimum of five members. These proposals will also be published in the newsletter and distributed to all members before the membership meeting or before the vote is taken.

(b) The corporation shall indemnify each 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 he or she is or was a Steering Committee member, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a Steering Committee member, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her 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 reasonably believed to be in or not opposed to the best interests of this corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to this corporation unless and only to the extent that 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 reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) Any indemnification under paragraphs (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only if authorized in the specific case upon a determination that indemnification of the Steering Committee member, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination may be made (1) by the Steering Committee by a majority vote of a quorum consisting of Steering Committee members who were not parties to such action, suit or proceedings, or (2) if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested Steering Committee members so directs, by independent legal counsel in a written opinion to the corporation, or (3) if a quorum of disinterested Steering Committee members so directs, by a majority vote of the members.

(d) 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 Steering Committee in a particular case upon receipt of an undertaking by or on behalf of the Steering Committee member, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article. (e) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be a Steering Committee member, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(f) The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Steering Committee member, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a Steering Committee member, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her 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 him or her against such liability under the provisions of this Article.