info@atac-sa.org

By-Laws

Approved as Amended, 2026

These Bylaws govern the affairs of the Alamo Theater Arts Council (ATAC), Incorporated,
a nonprofit corporation organized under the Texas Non-Profit Corporation Act.

ARTICLE I — NAME AND PURPOSE

1.01. The name of this Corporation shall be Alamo Theater Arts Council (ATAC) Incorporated.

1.02. The purpose of this Corporation is to recognize and celebrate the work of our local theater artists and to stimulate and encourage the pursuit of excellence in artistic and production standards.

ARTICLE II — OFFICES

2.01. The principal office of the Corporation in the state of Texas shall be located in San Antonio, Texas. The Board of Directors may change the location of any office of the Corporation.

Registered Offices and Registered Agents

2.02. The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided by the Act.

ARTICLE III — BOARD OF DIRECTORS

3.01. The affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Number, Qualifications, and Tenure of Directors

3.02. The number of directors shall be the number determined by the Board of Directors that is not less than three (3) and not greater than twenty-one (21) directors. Directors need not be residents of Texas. Directors shall be elected at each annual business meeting for a term of three years and are eligible for election again, not to exceed two (2) consecutive three-year terms. Vacancies may be filled as needed by a majority vote of the Board of Directors.

Nominations of Directors

3.03. At any meeting at which the election of a director occurs, a director may nominate a person with the second of any other director. In addition to nominations made at meetings, a nominating committee shall consider possible nominees and make nominations for each election of directors. The recording secretary shall include the names nominated by the nomination committee, and any report of the committee, with the notice of the meeting at which the election occurs.

Election of Directors

3.04. A person who meets any qualification requirements to be a director and who has been duly nominated may be elected as a director. Directors shall be elected by the vote of the Board of Directors. Directors shall be elected at the annual business meeting of the Board of Directors. Each director elected shall immediately take office and hold office until a successor is elected and qualified.

Vacancies

3.05. Any vacancy occurring in the Board of Directors, and any director position to be filled due to an increase in the number of directors, shall be filled by the Board of Directors. A vacancy is filled by the affirmative vote of the majority of the remaining directors, even if it is less than a quorum of the Board of Directors, or if it is the sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Contingency Tenure of Office

3.06. When beneficial to the Corporation, and by unanimous approval of the Board of Directors present, limitations to tenure of office of board directors and officers may be waived to permit continued volunteer service for such specified periods of time as determined by the board and agreeable to and accepted by the directors or officers whose service is to be extended.

Annual Business Meeting

3.07. Once a year, on a date selected by resolution of the Board of Directors, an annual business meeting of the Board of Directors will be held for the purpose of nominating and electing directors and officers, and considering such other business brought before the board. The secretary shall give notice to the directors as required by the bylaws.

Regular Meetings

3.08. The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The secretary shall give notice to the directors as required in the Bylaws.

Special Meetings

3.09. Special meetings of the Board of Directors may be called by or at the request of the president or any three directors. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meetings. The secretary shall give notice to the directors as required in the bylaws.

Notice

3.10. Notice of any meeting of the Board of Directors shall be given to each director by personal delivery, postal mail, courier, facsimile, electronic mail, text message, or other electronic communication to the contact information provided by the director for notice purposes, or by any other method permitted by applicable law. The notice shall state the date, time, and location of the meeting, or the remote communications method by which the meeting will be held. Notice of a special meeting shall also state the person or persons calling the meeting and the purpose or purposes of the meeting. Notice of a regular meeting need not state the purpose of the meeting unless required by these Bylaws, the Board of Directors, or applicable law.

Quorum

3.11. A majority (more than 50%) of directors presently serving shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the directors may adjourn and reconvene the meeting one time without further notice.

Duties of Directors

3.12. The directors shall exercise ordinary business judgment in managing the affairs of the Corporation. In acting in their official capacity as directors of this Corporation, directors shall act in good faith and take action they reasonably believe to be in the best interests of the Corporation and that are not unlawful. In all other instances, the Board of Directors shall not take any action that they should reasonably believe would be opposed to the Corporation’s best interests or would be unlawful. A director shall not be liable if, in the exercise of ordinary care, the director acts in good faith relying on written and legal statements provided by an accountant or attorney retained by the Corporation.

Actions of the Board of Directors

3.13. The Board of Directors shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or by the bylaws. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors.

Proxies

3.14. A director may not vote by proxy.

Compensation

3.15. Members of the Board of Directors, officers or committee or council members shall not receive salaries or other compensation for their services as such. No income or assets of this Corporation shall be distributed to its directors or officers except in reimbursement for approved and documented personal expenses properly made for the benefit of the Corporation. When approved by the Board of Directors, this Corporation may pay compensation in reasonable approved amounts to its employees or agents for services rendered.

Removal of Directors

3.16. A director may be removed for good cause by the affirmative vote of two-thirds of the directors then in office, excluding the director whose removal is under consideration. Written notice of the proposed removal and the grounds for removal shall be given to all directors at least ten (10) days before the meeting at which removal is considered. The director shall be given an opportunity to respond before the Board votes and shall not vote on the question of the director’s own removal.

Good cause may include, but is not limited to, repeated unexcused absences, failure to perform board duties, violation of these Bylaws or Board policies, breach of fiduciary duty, conflict-of-interest violations, or conduct materially harmful to the Corporation. After three (3) consecutive unexcused absences, the Secretary shall give written warning that one additional unexcused absence may result in removal or the Board declaring the seat vacant.

ARTICLE IV — OFFICERS

Officer Positions

4.01. The officers of the Corporation shall be the president, three vice presidents, a secretary, and a treasurer. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person except the offices of president and secretary.

Election and Term of Office

4.02. The officers of the Corporation shall be elected by the Board of Directors at the annual business meeting in the year in which their respective terms expire, or as soon thereafter as conveniently possible. Each officer shall serve for a term of two (2) years, or until a successor is duly elected and qualified. No officer may serve more than two (2) consecutive full terms in the same office unless the limitation is waived by the Board of Directors as provided in these Bylaws.

Removal

4.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors only with good cause.

Vacancies

4.04. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer’s term.

President

4.05. The President shall be the chief executive officer of the Corporation. The president shall supervise and control all of the business and affairs of the Corporation. The president shall preside at all meetings of the members of the Board of Directors. The president is an ex-officio member of all committees, except the nominating committee. The president shall perform other duties prescribed by the Board of Directors and all duties incident to the office of the president.

Executive Vice President

4.06. When the president is absent, is unable to act, or refuses to act, the Executive Vice President shall perform the duties of the president. When the executive vice president acts in the place of the president, the executive vice president shall have all the powers of and be subject to all the restrictions upon the president. The executive vice president is a permanent member of the Finance and Development Committee. The executive vice president shall perform other duties as assigned by the president or Board of Directors.

Vice President, Awards Show

4.07. In the absence of the president and the executive vice president, the Vice President, Awards Show shall perform the duties of the president and executive vice president. The Vice President, Awards Show shall be responsible for the planning and execution of the annual Alamo Theater Arts Council Globe Awards show, ceremony and any associated reception, and shall perform other duties as assigned by the Board of Directors. The Vice President, Awards Show, is a permanent member of the Annual Awards Show Committee.

Vice President, Judging

4.08. The Vice President, Judging shall be responsible for the planning and execution of all matters relating to judges, ballots and judges’ trainings as voted by the Board of Directors and shall perform other duties as assigned by the Board of Directors. The Vice President, Judging, is a permanent member of the Judging Affairs Committee.

Treasurer

4.09. The Treasurer shall:

  1. Have charge and custody of and be responsible for all funds and securities of the Corporation.
  2. Receive and give receipts for moneys due and payable to the Corporation from any source.
  3. Deposit all moneys in the name of the Corporation in banks, trust companies, or other depositories as provided in the bylaws or as directed by the Board of Directors or president.
  4. Write checks supported by adequate documentation of authorization and disburse funds to discharge obligations of the Corporation, such checks having been signed by the Treasurer and the President, or in the absence of either, by any two directors of the Corporation.
  5. Maintain and secure the financial books and records of the Corporation.
  6. Prepare financial reports and an annual budget for the operation of the Corporation.
  7. Prepare and cause a financial report to be made during the regular meetings and the annual business meeting of the Board of Directors and for inclusion in the minutes of said meetings.
  8. Serve as a permanent member of the Finance and Development Committee.
  9. Perform other duties as assigned by the president or by the Board of Directors.
  10. Perform all duties incident to the office of treasurer.

Secretary

4.10. The Secretary shall:

  1. Take minutes of the regular, special, or other meetings of the members of the Board of Directors and, as soon as able after the meeting, include minutes as a part of the corporate records.
  2. Be responsible for the general correspondence not the duty of any other officer or committee.
  3. Give all notices as provided in the bylaws or as required by law or necessary to the regular business of the Corporation.
  4. Maintain custody of and secure the non-financial corporate records.
  5. Keep a current register of the mailing address and contact telephone and/or fax number of each director, officer, committee member, judge, and employee of the Corporation.
  6. Perform other duties as assigned by the president, or the Board of Directors.
  7. Perform all duties incident to the office of recording secretary.

ARTICLE V — COMMITTEES

Executive Committee

5.01. The President, Executive Vice President, Secretary and Treasurer shall constitute an Executive Committee to, at the call of the president, carry on the interim business of the Corporation, subject to ratification and approval by the Board of Directors.

Standing Committees

5.02. The standing committees of the Corporation are the Finance and Development Committee; Annual Awards Ceremony Committee; Judging Affairs Committee, and Publicity Committee.

Committee Members

5.03. The Committee Chair and other voting members of each standing committee shall be officers of the Board of Directors and shall be appointed by the president with the approval of the Board of Directors. As recommended by a committee chair, and as approved by the Board of Directors, other persons not members of the board may be appointed to serve as non-voting volunteer members of standing committees.

Committee Organization and Functions

5.04. Each standing committee shall operate under guidelines provided by the Board of Directors.

5.05. The Finance and Development Committee shall:

  1. Include the Executive Vice President, Treasurer, and three (3) or more voting members.
  2. Discover, develop, and solicit potential sources of individual, business and grant financial support for carrying out the goals of the Corporation and to meet the current operating budget.
  3. Prepare an annual operating budget for consideration by the Board of Directors during its first regular meeting of the corporation’s fiscal year.
  4. Make recommendations in regard to general fiscal policy, and recommend, review, administer and secure corporate investments.
  5. Review from time to time, but not less than annually, the Corporation financial statements and records maintained by the Treasurer.
  6. Perform other duties as assigned by the president or the Board of Directors.

5.06. The Annual Awards Ceremony Committee shall:

  1. Include the Vice President, Awards Show, and two (2) or more voting members.
  2. Plan, schedule, locate, and procure and coordinate the personnel, performance, and administrative support for the direction and presentation of the annual Alamo Theater Arts Council (ATAC) Globe Awards show, ceremony, and any associated reception.
  3. Perform other duties as assigned by the president or the Board of Directors.

5.07. The Judging Affairs Committee shall:

  1. Include the Vice President, Judging and two (2) or more voting members.
  2. Annually recruit and recommend to the Board of Directors a slate of judge candidates, and train, administer, and supervise selected Alamo Theater Arts Council (ATAC) Judges.
  3. Procure details and data concerning theatrical productions selected for consideration for Globe Award recognition for entry on ballot forms for duplication and forwarding in a timely manner to all current ATAC Judges.
  4. Receive, process and maintain secure custody of completed ballot forms for tabulation and analysis and the resulting statistical data determining nominations and selections for ATAC Globe Awards.
  5. Plan and conduct all training events for ATAC Judges.
  6. Perform other duties as assigned by the president or the Board of Directors.

5.08. The Publicity Committee shall:

  1. Consist of the Vice President, Awards Show, and two (2) or more voting members.
  2. Devise and develop, and when approved by the Board of Directors, administer special projects to enhance and expand the goals of the Alamo Theater Arts Council.
  3. Devise and develop policies and procedures pertaining to relations with the public and community in announcing, advertising, and supporting corporate goals and activities.
  4. Establish, maintain, and utilize contacts with local media as outlets in publicizing corporate goals and activities.
  5. Plan, prepare, publish, and distribute such approved publications and programs in support of the Alamo Theater Arts Council Globe Awards and the annual Globe Awards ceremony and show.
  6. Perform other duties as assigned by the president or the Board of Directors.

5.09. Other committees having and exercising the authority of the Board of Directors in the management of the Corporation may be designated from time to time by the president or the Board of Directors. Such committees shall perform the duties assigned by the president or the Board of Directors.

5.10. Each member of a committee shall continue as such until the next general business meeting of the Board of Directors, until a successor is appointed, the committee is dissolved, or the member is removed from committee or shall cease to qualify as a member thereof. Vacancies in membership of any committee may be filled by appointment in the same manner as provided in the case of the original appointment.

5.11. Unless otherwise provided by applicable law, the Certificate of Formation, these Bylaws, or the resolution of the Board of Directors establishing or governing the committee, a majority of the voting members of a committee shall constitute a quorum. If a quorum is present, the affirmative vote of a majority of the voting committee members present and voting shall constitute the act of the committee.

5.12. Each committee shall prepare a set of guidelines and may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors. The committee shall meet at the call of the Committee Chair. Each committee shall establish and maintain records, including minutes of committee meetings.

5.13. The committee chair or a designated representative of each standing or other committee shall report at each regular meeting of the Board of Directors with written or oral reports to inform and advise the Board of Directors about committee activities, recommendations, and decisions.

Board Advisory Councils

5.14. The Board of Directors may establish a Board Advisory Council to provide advice, institutional knowledge, professional guidance, and other support to the Corporation. The Board Advisory Council shall serve at the invitation and pleasure of the Board of Directors.

5.15. Members of the Board Advisory Council may include former directors, former officers, past award recipients, theatre professionals, community members, donors, or other persons whose experience, expertise, or standing may benefit the Corporation. Members of the Board Advisory Council shall be nominated by one or more directors and approved by the Board of Directors.

Members of the Board Advisory Council may be invited to attend meetings of the Board of Directors, committees, or other Corporation activities, and may participate in discussion when invited. Members of the Board Advisory Council shall not be directors, shall not be counted for quorum, shall not vote, and shall not have authority to act for, speak for, contract for, or bind the Corporation unless specifically authorized in writing by the Board of Directors.

Members of the Board Advisory Council may serve for indefinite terms or for such terms as the Board of Directors may determine. The Board of Directors may remove any member of the Board Advisory Council at any time, with or without cause.

Members of the Board Advisory Council may, when invited and subject to applicable conflict-of-interest, confidentiality, eligibility, and judging policies, serve as ATAC Judges or assist with committees, programs, or activities of the Corporation.

ARTICLE VI — TRANSACTIONS OF THE CORPORATION

Contracts

6.01. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

Deposits

6.02. All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board of Directors selects.

Gifts

6.03. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for maintaining the Corporation’s federal and state tax status.

Inspection and Copying

6.04. Any director, officer, or committee member of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the bylaws.

ARTICLE VII — FISCAL YEAR

7.01. The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December in each year.

ARTICLE VIII — INDEMNIFICATION

8.01.

(a) The Corporation shall indemnify a director, officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation’s best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.

(b) The termination of a proceeding by judgment, order, settlement, conviction, or by a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.

(c) In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, committee member, employee or agent of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by terms of paragraph 8.01(a) above.

(d) Before the final disposition of a proceeding, the Corporation may pay indemnification expenses permitted under the bylaws and authorized by the Corporation. However, the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is named defendant or respondent in a proceeding brought by the Corporation or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.

(e) If the Corporation may indemnify a person under the bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceedings. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Procedures Relating to Indemnification Payments

8.02.

(a) Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation shall specifically determine that the indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 8.02(c), below. The Corporation may make these determinations and decisions by any one of the following procedures:

  1. Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
  2. If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
  3. Determination by special legal counsel selected by the Board of Directors by vote as provided in paragraph 8.02(a)(i) or 8.02(a)(ii), or if such a quorum cannot be established, by a majority vote of all directors.

(b) The Corporation shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that the indemnification is permissible is made by special legal counsel, authorization of indemnification and reasonableness of expenses shall be made in the manner specified by paragraph 8.02(a)(iii), above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, the bylaws, or a resolution of members of the Board of Directors that requires the indemnification permitted by paragraph 8.01, above, constitutes sufficient authorization of indemnification even though provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

(c) The Corporation shall pay indemnification expenses before final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under the bylaws. The person’s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be in an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.

ARTICLE IX — NOTICES

Signed Waiver of Notice

9.01. Whenever notice is required to be given under applicable law, the Certificate of Formation, or these Bylaws, a person entitled to notice may waive notice by written waiver or electronic transmission, either before or after the meeting. A waiver of notice shall be equivalent to the giving of notice. Unless required by applicable law, the Certificate of Formation, or these Bylaws, the waiver need not state the business to be transacted or the purpose of the meeting.

Waiver of Notice by Attendance

9.02. Attendance at or participation in a meeting, whether in person or by remote communications technology, constitutes waiver of notice of the meeting unless the person attends or participates solely for the purpose of objecting to the transaction of business because the meeting was not lawfully called or convened. Attendance or participation also constitutes waiver of objection to consideration of a matter not identified in the notice of the meeting unless the person objects to consideration of the matter when it is presented.

ARTICLE X — SPECIAL PROCEDURES CONCERNING MEETINGS

Meetings by Remote Communications Technology

10.01. Meetings of the Board of Directors or any committee of the Corporation may be held by conference telephone, video conference, internet-based meeting platform, or other suitable electronic communications system, or any combination of those means, provided that each person participating in the meeting can communicate with all other persons participating in the meeting. Participation by remote communications technology shall constitute presence in person at the meeting. If voting occurs by remote communications technology, the Corporation shall use reasonable measures to verify the identity of each person voting and shall maintain a record of any vote or other action taken.

Notice of a meeting held wholly or partly by remote communications technology shall state the date and time of the meeting, the form of communications system to be used, and the means of accessing the system.

Action Without Meeting by Written Consent

10.02. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a written consent or consents stating the action to be taken are signed by the number of directors or committee members necessary to approve the action at a meeting at which all directors or committee members entitled to vote on the action are present and voting.

Each consent shall state the date of each director’s or committee member’s signature and may be signed in counterparts or by electronic transmission. If action is taken by less than unanimous written consent, prompt notice of the action shall be given to each director or committee member who did not consent in writing. Written or electronic consents shall be filed with the minutes or other records of the Corporation.

ARTICLE XI — AMENDMENTS TO BYLAWS

The bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors, by a two-thirds vote.

ARTICLE XII — MISCELLANEOUS PROVISIONS

Legal Authorities Governing Construction of Bylaws

12.01. The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

Legal Construction

12.02. If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included.

Headings

12.03. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.

Gender

12.04. Wherever the context requires, all words in the bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.

Seal

12.05. The Corporation shall have no corporate seal.

Power of Attorney

12.06. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Corporation to be kept with the Corporation records.

Parties Bound

12.07. The bylaws shall be binding upon and inure to the benefits of the directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws.