| PNIRS Bylaws |
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Page 10 of 11 ARTICLE X - General Provisions Financial Report to Members Section 10.1. At the Annual Business Meeting of The Society, the President will call upon the Secretary/Treasurer to present the minutes of the previous meetings and other necessary reports, as required, to present a financial report, and call upon other Committee Chairs to report on their activities. These reports shall be filed with the minutes of the Annual Meeting of Members. Seal Section 10.2 The Council may adopt a seal for The Society in such form and for such uses as it deems appropriate. Notices Section 10.3. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class mail, postage prepaid to their address appearing on the books of The Society or, in the case of Councilors, supplied by them by The Society for the purpose of notice or by electronic communication. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. A notice of meeting shall specify the place, day and hour of the meeting and other information required by the Pennsylvania Nonprofit Society Law of 1988. Section 10.4. Persons authorized or required to give notice of a meeting of members must do so through the mail or by electronic communication. Section 10.5. Whenever any written notice is required to be given by statute or by the Articles of The Society or by these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent of the giving of such notice. Except in the case of a Special Meeting of members, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Indemnification Section 10.6. The Society shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (including actions by or in right of The Society to procure a judgment in its favor) by reason of the fact that he/she is or was a representative of The Society, or is or was serving at the request of The Society as a representative of another Society, Partnership, Joint Venture, Trust, or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, if such person has been successful on the merits or otherwise in any such action or, upon a determination in the specific case that such indemnification is proper in the circumstances because that person has met the standard of conduct applicable in the Pennsylvania Nonprofit Society Law of 1988. The Society may purchase and maintain insurance for the purpose of indemnification on behalf of any or all persons to the full extent permitted under the Pennsylvania Nonprofit Society Law of 1988. |