-
10.1 (a) The Corporation shall 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, by reason of such person's being or having been an Officer, Trustee, or agent of the Corporation, 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, to the full extent permitted by law, except where such person is finally determined to have been guilty of bad faith or improper conduct of duty as such Officer, Trustee, or agent.
[3/71: The equivalent 1967-71 text was somewhat less elaborate, mostly because of shorter enumerations; in particular, it referred only to Officers and Directors. This is the only section of the By-Laws that still mentions Trustees.] -
(b) The Corporation shall pay expenses incurred in defending any such action, suit, or proceeding in advance of its final disposition to the extent, if any, authorized by the Membership, upon receipt of an undertaking by or on behalf of the person or persons involved to repay such amount unless it is ultimately determined they are entitled to be indemnified by the Corporation. [3/71]
10.2 Except where the context clearly requires another meaning,
-
(a) "Meeting" means any regular or special business meeting of the Membership, including the Annual Meeting.
-
(b) "Member" or "Members" refers to all classes of membership, but
-
(c) "Vote", "decision", or "approval" of the "Membership", or similar language referring to an action or decision taken by the "Membership" means by a majority of all votes cast at a meeting by all Regular Members present or represented by proxy.
-
(d) "Two-thirds vote" of the Membership or of any other body means two thirds of all valid votes cast.
-
(e) "Officer" and "Office" refer to the Officers named in Section 3.1 and to the positions which they hold. [8/83: "refer" replaced "refers".]
-
(f) "Presiding officer" means any person lawfully presiding at a meeting.
-
(g) Written notice or notification is "given" to persons when it is published in the newsletter of the Corporation or sent in a notice to Members, or is left with them in person or with persons living with them, or is mailed to them at their last and usual address as listed in NESFA's records, or if and when it is sent by telegraph or other carrier, or if and when it is sent to them by any other means. Any means enumerated in this subsection and used to give any notice to any person must be calculated to reach them within a reasonable period of time.
[Shortened 3/81, omitting "left at their residence or usual place of work". Then in 1/87 the "published in the newsletter ... sent in a notice" clause was added: cf. Section 1.10.] -
(h) "Votes cast" means valid votes cast for or against a proposal or candidate, and does not include abstentions.
-
(i) "Board" means the Executive Board.
[All 3/71, except for later changes as noted.]
10.3 Every Regular Member and every other
Member who so requests shall be provided with an
up-to-date copy of these by-laws. Every new Member
shall be informed of this right upon admission to membership.
[3/71, requiring distribution to Regular and Associate (General)
Members. Inactive Members added 9/75, but General and Inactive Members deleted
7/91 (to save money).]
10.4 [3/71, repealed 12/75: Proviso that Officers, committees, etc. holding office when the By-Laws were adopted would continue to do so.]
10.5 [3/71, repealed 12/75: Similar proviso for Directors/Trustees.]
10.6 [3/71, repealed 12/75: Similar proviso for Members and amounts of dues.]
-
10.7 (a) The Arms of the Corporation shall be as follows: Azure, on a moon increscent argent a pinetree proper; in the moon's arms, a spaceship of the second outbound to the dexter chief point.
[Passed as standing rule, 4/74; transferred to By-Laws, 11/79. Space does not permit explication of the theological arguments over the meaning of the phrase "a pinetree proper" (including the dreaded question of "fringies" – see SR A.15(12).).] -
(b) The Seal of the Corporation shall be as follows:
![[The NESFA Seal]](seal.gif)
[Seal adopted by Executive Board, 5/74; transferred to By-Laws, 11/79.]