Bylaws

Article II – Purpose

Jersey County Business Association is committed to the improvement of the business climate of Jersey County, Illinois. Specifically, the JCBA shall promote the development, establishment, expansion and retention of businesses, and improve business conditions for retail, service, and industry.  Such promotion will center upon community persons, professionals and business owner-based involvement in fundraisers, marketing, advertising campaigns designed to improve and promote the business climate of Jersey County.

This Association, in its activities, shall be nonpartisan and nonsectarian. It shall not be committed to the support or endorsement of any candidate for public office, nor shall any meeting of the partisan political nature whatsoever be held within the premises occupied by or under the control of the Association.

All purposes, functions, activities and programs shall be in accordance with requirements for not-for-profit corporation status and tax-exempt status as provided in the Illinois General Not-For-Profit Corporation Act of 1986 and the United States Internal Revenue Code. No part of the net earnings of the Association shall inure to the benefit of, or be distributed to its member investors, directors, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its corporate purposes.

Upon the dissolution of the JCBA, the Board shall, after paying or making provisions for payment of all of the liabilities of the JCBA, dispose of all of the remaining assets of the JCBA exclusively for the purposes of the JCBA in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) of the Internal Revenue Code of 1986 (or corresponding section of any future federal tax code), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of Jersey County, exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.

Article III – Membership

ELIGIBLE MEMBERS. All persons, firms and corporations who sympathize with the objectives of the Jersey County Business Association shall be eligible for membership/investment.  Any person, firm, association, or corporation shall have the right at any time to change its representative(s) upon written notice to the Jersey County Business Association. A “Member” of the JCBA shall be defined as any person or entity that has properly filed for membership with the JCBA and has paid its annual dues.

HONORARY. The Board of Directors may, at any meeting, by unanimous vote of the members present, admit to honorary membership any persons preeminent by ability and high character deemed worth of such distinction, and confers upon such persons the privileges of the Jersey County Business Association. Honorary members shall be exempt from all fees and dues\but shall not be eligible to vote or hold office.

VOTING RIGHTS. Each member will be allowed one vote for each paid membership.

TERMINATION OF MEMBERSHIP. The board of directors by affirmative vote of two thirds of all of the members of the board may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member  who becomes ineligible for membership or suspend or expel any member who shall be in default in the payment of dues, if any. Good and sufficient cause shall include, but not limited to, acts of material dishonesty or other such conduct deemed by the Board to be unbecoming of a Member of the JCBA.

RESIGNATION or DEATH. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. Liability for dues shall cease upon death of member or if the business(s) is or are sold.  Membership in the JCBA is not transferable or assignable.

The privilege of being a member, officer or director of this organization shall not be denied or abridged on account of race, creed, color, politics or sex.

Article IV – Membership Meetings

ANNUAL MEETING. The annual meeting of Members of the Jersey County Business Association shall be held on or about the third Thursday in January of each year. The annual meeting will be substituted as the regular board meeting for the month of January.

SPECIAL MEETINGS. A special meeting of the membership may be called at any time by the Board of Directors, or upon request, signed by at least one-third of the membership in good standing to be held at a time and place stated in the  notice. Notice of Special Meetings may be provided electronically, including via email notice to the email address on file with the Executive Director of the JCBA.

QUORUM. Those Members present, in person, by proxy, or absentee ballot, representing at least one-third (1/3) of all Members entitled to vote, shall constitute a quorum for any action brought before the Membership, unless otherwise specified in these Bylaws.

INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the members of the JCBA, or any other action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (a) by all the members entitled to vote with respect to the subject matter thereof or (b) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting. If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only (a) if, at least five days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof, and (b) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.

Article V – Board of Directors

GENERAL POWERS. The affairs of the Jersey County Business Association, the direction of its work, the control of its property and policy decisions shall be vested in the Board of Directors.  Members of the Board of Directors of the Jersey County Business Association shall serve without compensation.

NUMBER, TENURE, and QUALIFICATIONS. The number of directors of the board shall be seven (7). The Board shall designate three (3) members to serve two (2) years, and three (3) members to serve one (1) year. Thereafter, the Board of Directors shall be elected annually for a term of three (3) years or until their successors are duly elected and qualified. Directors can only serve three (3) consecutive terms. The prior year chairperson of the Jersey County Business Association shall continue to serve as a member of the Board of Directors, with full voting privileges, for one (1) year following the term as chairperson. In the event that the immediate past chairperson has already served three (3) consecutive terms, this person will serve on the Board in an advisory non-voting capacity. The mayors or representatives of the incorporated communities within Jersey County and chairperson or representative of the Jersey County Board shall also serve in a voting capacity on the Board of Directors.

DIRECTOR AT LARGE. The Chairperson may also appoint up to three “Directors at Large” who will serve on the Board in an advisory, non-voting capacity for one-year terms. Qualifying candidates must have served on the JCBA Board in the recent past. These appointments shall be made during November each year to coincide with the Nominating Committee’s selection process. It is the Chairperson’s discretion to re-appoint existing Directors at Large, appoint new Directors at Large or leave vacant any or all of the three Director at Large seats allowed by this provision. The objective of involvement of Directors at Large is to help bring continuity to the Board as most of the elected Directors are replaced after their three-year term is completed. A Director at Large serves at the leisure of the Chairperson and may be terminated at any time.

NOMINATIONS AND ELECTIONS. During September of each year the Chairperson, with the approval of the Board of Directors, shall appoint a “Nominating Committee” of two (2) members. The committee shall place in nomination a sufficient number of names of active members to fill the vacancies occurring on the Board of Directors.

The nominating committee shall announce to the membership its nominees by the third Tuesday of October. Additional nominations may be made by any member or members in good standing upon presentation of a petition for the nomination signed by at least fifteen active members in good standing, such petitions for nominations to be in the hands of the nominating committee on or before the first Tuesday of November.

The Chairperson shall appoint an “Election Committee” composed of not less than three (3) nor more than five (5) members who shall prepare and send ballots by mail to the active members of the Jersey County Business Association, prepared in such a manner that the members may mark their ballots and return them to the election committee at the Jersey County Business Association office prior to the third Tuesday of November. The election committee shall have charge of all the details and shall certify the results of the election of the members of the Board of Directors.

Should the nominating committee only nominate a sufficient number to fill the vacancies occurring on the Board of Directors because of the expiration of term of office, and no additional nominations are made by petition during the period allotted for the purpose, the Board of Directors may declare the election of the nominees without mailing a ballot to the membership as provided above. All members elected shall meet and begin work on the following year’s program, but will officially take office after installation at the Annual Meeting. The elected board member’s term shall run from the beginning of the current years Annual Meeting until the next Annual Meeting.

REGULAR MEETINGS. In addition to the annual meeting in January, a regular monthly meeting of the Jersey County Business Association shall be held every third Tuesday of each month. Directors shall personally attend or participate as provided for below, in at least six regular meetings per year.  In the event a director fails to personally attend at least six regular meetings per year, the same shall constitute cause for removal.

NOTICE OF ANNUAL AND REGULAR MEETINGS. A notice of the annual meeting and all regular meetings shall be given by the Executive Director of the Jersey County Business Association to each Director within a reasonable time prior to the meeting and shall state the time, place and purpose of the meeting.

SPECIAL MEETINGS. In addition to the annual and regular monthly meetings, any special meeting shall be held as necessary by approval of a majority of the attending Directors at any previous regular meeting, or, as conditions warrant, the Chairperson may call a special meeting to be held at any time or place specified.

NOTICE OF SPECIAL MEETINGS. Written notice of any special meeting of the Board shall be given at least three (3) days prior to the meeting to each Director either personally or by mail to his/her address as shown in the corporation’s records.

QUORUM. Five members of the Board of Directors shall constitute a quorum at any meeting. The Chairperson of the Board shall be entitled to vote as one of the Directors and is counted as a member in determining a quorum.

MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statues, by-laws, or articles of incorporation. No Director may act by proxy on any matter.

PRESUMPTION OF ASSENT. A director of the JCBA who is present at a meeting of the board of directors at which action on any JCBA matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the Executive Director, or person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the JCBA immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any time upon written notice to the board of directors. A director may be removed with or without cause, as specified by statute.

INFORMAL ACTION BY DIRECTORS. The authority of the board of directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.

CONDUCT OF MEETINGS. Meetings of the Directors may be conducted through the use of means of electronic communication pursuant to applicable law and pursuant to the following policy:

1. A director may, subject to the limitations specified herein, participate in a meeting of the Board by electronic communication only if the director uses a means of communication that permits the director and all other directors participating in the meeting, to simultaneously communicate with each other during the meeting.
2. All votes of the directors taken at any meeting in which a director participates through means of electronic communication shall be taken by roll call vote.
3. Each director shall physically attend at least one-half (1/2) of the stated meetings of the Board annually.
4. A director who participates in a meeting by means of electronic communication is considered to be present at the meeting, shall be counted for purposes of establishing a quorum, and may vote at the meeting.
5. A director who wishes to participate in a meeting by means of electronic communication shall notify the Executive Director as soon as reasonably possible. Except in the case of a declared emergency, a director shall provide such notice not less than 2 days before the meeting in question.
6. Except as set forth above, there shall be no limit on the number of directors who may participate in any one meeting by electronic communication, and no limit on the total number of meetings that the directors may conduct through the use of means of electronic communication.

Article VI – Officers

ELECTION AND TERM OF OFFICE. On or before the regularly scheduled December meeting of each year, the Board of Directors shall elect a Chairperson, Vice-Chairperson, Secretary and Treasurer from the current board members.  Officers shall be elected for a term of one year, and if so elected, may serve three (3) consecutive year terms.  Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the JCBA would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

CHAIRPERSON. The Chairperson shall be the chief officer of the Jersey County Business Association.  He/she will preside over the meetings of the Board of Directors, shall have general supervision over the business and affairs of the JCBA, shall assist in formulating and promoting the general program of the JCBA, shall, subject to the approval of the board, appoint all committees, shall with the Executive Director sign all contracts and obligations of the JCBA, shall preside at all member/investor meetings of the JCBA. He/she will perform the special duty of Program Chair in any conference meeting or workshop.

VICE-CHAIRPERSON. The Vice-Chairperson shall assist in the performance of the Jersey County Business Association committees. He/she will also assist the Chairperson in the discharge of his/her duties as the Chairperson may direct and shall perform such other duties as from time to time may be assigned to him/her by the Chair or the Board.

SECRETARY. The Secretary shall ensure a record of the minutes of all meetings of the board of directors is kept; see that all notices are duly given in accordance with the provision of these by-laws or as required by law; be a custodian of the corporate records of the Jersey County Business Association; keep a register of the post office addresses and telephone numbers of each Director which shall be furnished to the Secretary by such Directors; and perform all duties incident to the office of Secretary and such other duties from time to time as may be designated to him/her by the Board.

TREASURER. The Treasurer shall be the principal accounting and financial officer of the Jersey County Business Association.  He/she shall have charge of and be responsible for the maintenance of adequate books of account for the association; have charge and custody of all funds and securities of the association, and be responsible therefore, and for the receipt and disbursement thereof, and perform all the duties incident to the office of Treasurer and such other duties incident to the office and such other duties as from time to time assigned to him/her by the Chair or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine.  The Treasurer shall submit a written report of his/her activities at each monthly and annual meeting. Additionally, the Treasurer shall submit, at the annual meeting a written year-end report and final report to the Board on the activities of association during the past year.

EXECUTIVE DIRECTOR. The Executive Director shall devote himself/herself entirely to the affairs of the Jersey County Business Association. He/she shall at all times be subject to the supervision of the Board of Directors and shall perform such duties as may be determined by the Board. He/she shall draw and have countersigned warrants for all monies to be paid by the Treasurer. He/she shall be responsible to the Board of Directors for the proper conduct of all departments and the work of the persons employed by the Association. He/she will be responsible for the hiring, training and supervision of all Jersey County Business Association staff members, in accordance with the policies and procedures adopted by any employee handbook or employment agreement approved by the board.

He/she shall conduct the official correspondence, preserve all books, documents and communications, and maintain accurate records of all proceedings of the Association and its Board of Directors and committees. He/she shall keep all other necessary records and in general shall so manage the affairs of the Association as to promote the objects for which the Association was organized.

He/she may be required to furnish surety bond in the amount prescribed by the Board of Directors. Expense of the bond to be borne by the Association.

Article VII – Committees, Commissions and Advisory Boards

COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of one or more Directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in the management of the JCBA; but the designation of such committees and the delegation of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on the Board or any Director by law. Each committee shall report back to the full Board of Directors at least monthly.

EXECUTIVE COMMITTEE. The chairperson has the authority to create an executive committee when emergency personnel or finance issues arise. This committee will have the authority of the Board of Directors.

OTHER COMMITTEES. Other committees not having or exercising the authority of the Board of Directors in the management of the JCBA 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 the resolution, members of each such committee shall be Directors of the JCBA, and the President of the JCBA shall appoint the members thereof. Any member thereof may be removed by the Board whenever, in its judgment, the best interests of the JCBA shall be served by the removal.

TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the JCBA and until a successor is appointed, unless the committee shall be sooner terminated, or unless the member shall cease to qualify as a member thereof.

CHAIRPERSON. One member of each committee shall be appointed chairperson.

VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

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.

RULES. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Article VIII – 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 Board of Directors and committees having any authority of the Board of Directors.

Article IX – Fiscal Year

The fiscal year of the Association shall begin on January 1st of each year and end on the 31st day of December of that year.

Article X – Referenda

Upon the written request of (25) twenty-five members in good standing, or by a majority vote of the Board of Directors, or upon its own initiative, the Board of Directors may submit a question by mail to the membership for a referendum vote. The ballot for that vote shall be accompanied by a brief stating both sides of the question. When so stated in the written request, action taken thereon by the membership shall be final and shall bind the Board of Directors and the Association, as two-thirds of the votes so cast shall determine the question so submitted.

A referendum submitted to the membership shall be returnable within a period of seven (7) days from the date of mailing or otherwise not counted.

Article XI – Amendments

The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the Board unless otherwise provided in the articles of incorporation or the by-laws. Such action may be taken at a regular or special meeting for which notice of the purpose shall be given.  The by-laws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with law or the articles of incorporation. Alteration, amendment, repeal or adoption of the by-laws may be made upon an affirmative vote of two-thirds of the Directors then in office present and voting at a meeting of the Board at which a quorum is present. All such amendments shall be forwarded to the Members of the JCBA either by email, or regular mail, within 30 days of the adoption of said amendment.

Article XII – Director Conflict of Interest

No Director shall unfairly benefit, directly or indirectly from any action of the Association. A Director is considered to unfairly benefit if at the time the transaction is authorized, approved, or ratified, the material facts of the transaction were not know or not disclosed to the Board or Executive Committees that approved the transaction.

A Director who is directly or indirectly a party to a transaction with the Association, or who is otherwise not disinterested, may be counted in determining a quorum is present, but may not vote when the Board or Executive Committee takes action on the transaction.

A Director is indirectly a party to a transaction if the Director has a material financial interest in or is an officer, director, or general partner of the other party to the transaction.

Article XIII – Conflict of Interest Policy

PURPOSE. The purpose of the Conflict of Interest Policy is to protect this tax-exempt organization’s (JCBA) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the JCBA or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

DEFINITIONS.

INTERESTED PERSON.  Any Director, Principal Officer or Member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, in an interest person.

FINANCIAL INTEREST. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which the JCBA has a transaction or arrangement;
2. A compensation arrangement with the JCBA or with any entity or individual with which the JCBA has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the JCBA is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are no insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exist.

PROCEDURES.

1. DUTY TO DISCLOSE. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. DETERMINING WHETHER A CONFLICT OF INTEREST EXIST. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board committee member shall decide if a conflict of interest exists.

PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST.

1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion or, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the governing board or committee shall determine whether the JCBA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the JCBA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into a transaction or arrangement.

VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY.

1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

RECORDS OF PROCEEDINGS. The minutes of the governing board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

COMPENSATION.

1. A voting member of the governing board who receives compensation, directly or indirectly, from the JCBA for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the JCBA for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the JCBA, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ANNUAL STATEMENTS.

Each Director, Principal Officer and Member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

1. Has received a copy of the conflict of interest policy;
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands the JCBA is a charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ANNUAL REVIEWS. To ensure the JCBA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the JCBA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

USE OF OUTSIDE EXPERTS. When conducting the periodic reviews as provided for above, the JCBA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Article XIV – Indemnification

INDEMNIFICATION IN ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE JCBA. JCBA may 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, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the JCBA, or is or was serving at the request of the JCBA as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the JCBA 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, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not 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 JCBA or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE JCBA. The JCBA may 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 JCBA 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 serving at the request of the JCBA as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the JCBA, provided 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 the JCBA, 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 as the court shall deem proper.

RIGHT TO PAYMENT OF EXPENSES. To the extent that a director, officer, employee, or agent of the JCBA has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

DETERMINATION OF CONDUCT. Any indemnification under this Article (unless ordered by a court) shall be made by the JCBA 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 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; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.

PAYMENT OF EXPENSES IN ADVANCE. 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 amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the JCBA as authorized in this Article.

INDEMNIFICATION NOT EXCLUSIVE. 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 bylaw, agreement, vote of members 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, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

INSURANCE. The JCBA may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the JCBA, or who is or was serving at the request of the JCBA 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 JCBA would have the power to indemnify such person against such liability under the provisions of this Article.

NOTICE TO MEMBERS. If the JCBA has paid indemnity or has advanced expenses under this Article to a director, officer, employee, or agent, the JCBA shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.

Article XV – Parliamentary Procedure

The proceedings of the JCBA meetings shall be governed by and conducted according to the latest edition of Robert’s Manual of Parliamentary Rules.  The privilege of being a member, officer or director of this JCBA shall not be denied or abridged on account of race, creed, color, politics or sex.