AMENDED AND RESTATED BYLAWS FOR THE POOLER CHAMBER OF COMMERCE AND VISITORS BUREAU, INC. ARTICLE I GENERAL

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1 AMENDED AND RESTATED BYLAWS FOR THE POOLER CHAMBER OF COMMERCE AND VISITORS BUREAU, INC. Section 1: Name ARTICLE I GENERAL This organization is incorporated under the laws of the State of Georgia and shall be known as the Pooler Chamber of Commerce and Visitors Bureau, Inc. (Chapter 3 of Title 14, 501 (c) 6). Section 2: Mission Statement The Pooler Chamber of Commerce and Visitor s Bureau (hereinafter referred to as PCCVB ) is an organization of community focused leaders whose mission is to promote Pooler as a tourist destination and to promote a positive business environment by supporting economic development through networking, teamwork and innovative thinking. The organization is dedicated to aggressively marketing Pooler s assets, maximizing economic impact while providing excellent visitor services. Section 3: Purpose 1. To seek out and encourage businesses to locate in PCCVB s area of operation. 2. To support and strengthen existing businesses. 3. To promote the tourist industry. 4. To provide leadership and unity for the citizens of Pooler. Section 4: Govern by Law PCCVB shall observe all local, state and federal laws that apply to non-profit organizations qualifying under Internal Revenue Code Section 501(c)(6). Section 1: Eligibility ARTICLE II MEMBERSHIP Any person, association, corporation, limited liability company or partnership that resides in or does business in Pooler, Georgia or has an interest in the objectives of this organization shall be eligible for membership in PCCVB. 1

2 Section 2: Dues The Board of Directors of the PCCVB (hereinafter referred to as the Board ) will set dues annually for the organization. Section 3: Membership Application for membership shall be in writing on forms provided for that purpose and signed by the applicant. The applicant shall be accepted for active membership upon review and approval of the application by the Board or such other persons designated by the Board. Any applicant so accepted shall become a member upon payment of all membership fees then due. Section 4: Representation Any legal entity other than a person (e.g., limited liability company, corporation, partnership, limited partnership, etc.), shall designate to the Chamber s business office an individual to represent it in person or in writing in all matters concerning the PCCVB. Section 5: Termination of Membership A membership can be terminated for non-payment of dues if not paid 90 days after the due date of same. Said member may be re-instated after payment of all past dues and a $20 reinstatement fee. If the Board of Directors by majority vote determines that termination of membership is warranted, the member to be terminated shall be given ten (10) days notice of the intended termination by first class mail, postage prepaid, addressed to the member at his/her/its address shown on the records of the Chamber. The notice shall state the reason for termination and also state that the member has an opportunity to submit a written statement why the termination should not take place, which statement must be received in the PCCVB office not less than five (5) days before the effective date of termination. The Board shall consider the member s statement, if any, and may order that the termination shall not take place, or that it shall take place as stated in the notice to the member. Section 6: Voting In any proceedings requiring the vote of the membership, each membership entity in good standing shall be entitled to cast one vote. Failure to pay dues automatically disqualifies a member from voting at meetings. Section 1: Annual Meeting of Members ARTICLE III MEETINGS The annual meeting of members of the PCCVB, in compliance with state law, shall be held during the month of December of each year. The time and place for the meeting shall be fixed by the Board. 2

3 Section 2: Additional Meetings of Board and Members A. Regular Board of Directors Meetings: Regular Board of Directors meetings shall be held monthly on the second Thursday at 12:30PM at a Pooler location determined in advance by the Board. Exceptions to the date and time can be made if a majority of the Board approves a temporary date or time change due to a scheduling conflict (such as in the event of a holiday, other chamber event, etc.). B. Special Board of Directors Meetings: Special meetings of the Board of Directors may be called at any time by the President or upon petition by four (4) or more voting members of the Board. Any petition request for a meeting shall be delivered to the President by either hand delivery, first class mail, or by electronic communication setting forth the general nature of the business proposed to be transacted at the meeting. C. Special Membership Meetings: Special membership meetings may be called by the Board or the President at any time, or upon petition in writing by 25% of the membership in good standing. Any petition request for a meeting shall be delivered to the President by either hand delivery, first class mail, or by electronic communication setting forth the date and time desired for the meeting which shall be not less than 35 calendar days or more than 90 calendar days after the Chamber s receipt of the request and stating the general nature of the business proposed to be transacted at the meeting. D. Written Consents Without Meetings: 1. Any action required by law, or permitted to be taken at any meeting of the members of the Chamber, may be taken without a meeting, if a written consent, setting forth the action so taken, is signed by a majority of the members. This consent is the equivalent to a vote of the members during a meeting with a quorum, and is to be filed and recorded with the minutes of the Chamber s members. No action shall be effective under this provision until ten (10) days after notice is given to those members of the Chamber who did not sign the written consent. 2. Any action required by law, or permitted to be taken at any meeting of the Board of Directors, may be taken without a meeting, if a written consent, setting forth the action so taken, is signed by all of the voting members of the Board. This consent is the equivalent to a vote of the Board of Directors during a meeting with a quorum, and is to be filed and recorded with the minutes of the Chamber s Board of Directors. 3

4 Section 3: Notices of Meetings A. Board of Directors Meetings: 1. Notice of all monthly Board meetings shall be published at least three (3) business days in advance in the official organ of Chatham County, Georgia. The notice shall also be sent to all Board members at least three (3) business days in advance via either hand-delivery, first class mail or by electronic communication. The notice shall specify the place, date, and time of the meeting. An agenda and prior meeting minutes in need of approval will be passed out at the beginning of all such meetings, and will be made available for review at the Chamber s office at least three (3) days in advance of the meeting. 2. Notice of all special called Board meeting shall also be published at least three (3) business days in advance in the official organ of Chatham County, Georgia, and shall also be sent to all Board members at least three (3) business days in advance via either hand-delivery, first class mail or by electronic communication. The notice shall specify the place, date, and time of the meeting. It shall also state the general nature of the business to be transacted and that no other business may be transacted. 3. The transactions of any meeting of the Board of Directors, however called and noticed or whenever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or a written consent to holding of the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed duly given to any director who attends the meeting without protesting, before or at the commencement of the meeting, the lack of notice to that director. 4. Notice to directors of meetings shall be given by either hand delivery, first class mail, or by electronic communication to the director at the address provided by the director to the Chamber for the purpose of receiving such notices. B. Membership Meetings: 1. Notice of the annual membership meeting shall be published in the official organ of Chatham County, Georgia, at least ten (10) business days prior to the meeting. The notice shall also be mailed or sent through electronic communication to all members entitled to vote at the meeting. The notice shall specify the place, date, and time of the meeting. The notice to members shall also include the current slate of candidates for Board vacancies referred to herein at Article IV, Section 4(B), to be elected at the meeting, and a preliminary agenda of matters to be considered. Minutes of the prior membership meeting in need of approval by the members at the meeting shall be made available for review ten (10) business days in advance of the meeting at the Chamber s office, and shall also be passed out at the beginning of the meeting. 4

5 2. Notice of all special called membership meetings shall be published in the official organ of Chatham County, Georgia, at least ten (10) business days prior to the meeting. The notice shall also be mailed or sent through electronic communication to all members entitled to vote at the meeting. The notice shall state the general nature of the business to be transacted and shall specify that no other business may be transacted. If the meeting is being held in response to a petition request by members, the date of the meeting shall be set by the Board on a day not less than thirty-five (35) calendar days and not more than ninety (90) calendar days after the Chamber s receipt of such request. 3. Notice to members of meetings shall be given by first class mail or by electronic communication to the member at the address provided by the member to the Chamber for the purpose of receiving such notices. If there is not any such address, the notice shall be held for the member in the Chamber office. 4. Members at the close of business on the business day preceding the day on which notice is given, and who are entitled to vote at the meeting, are entitled to notice of a meeting of members, subject to the power of the Board of Directors to fix a different date. Section 4: Quorums A. Board of Directors Meetings: 1. A majority of the voting members of the Board in attendance at a Board of Directors meeting is considered a quorum for the transaction of business. If the President and Vice President are not present, the voting members of the Board in attendance may appoint an acting president to preside over that meeting only. 2. The Board of Directors may, upon majority vote, utilize on chosen occasions a contemporaneous communications system in which all participants in a meeting can hear each other; and participation in a meeting by this system shall constitute the presence of the participants at the meeting. B. Membership Meetings: At the annual membership meeting of the PCCVB, five (5%) percent of the membership shall constitute a quorum for the transaction of business at the meeting. At any special called membership meeting, fifteen (15%) percent of the membership shall constitute a quorum for the transaction of business thereat. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. 5

6 ARTICLE IV BOARD OF DIRECTORS Section 1: Authority The government of the PCCVP, the direction of its work, and the control of finances, property, and the direction of its officers and employees shall be vested in a Board of Directors consisting of ten (10) members. Section 2: Fees and Compensation Board members and members of Board committees shall serve without compensation for their services. This shall not preclude any Board member from serving in any other capacity as an officer, agent or otherwise, for a non-chamber entity, and receiving compensation for that service. Section 3: Term of Office A. Board of Directors 1. The ten (10) Board members shall elected by the membership at the annual meeting to serve staggered two (2) year terms, with five (5) Board positions being elected by a plurality vote in even years and the other five (5) Board positions being elected by a plurality vote in odd years. Notwithstanding the above, at the annual member meeting in 2013, seven (7) Board positions will be filled with those five (5) candidates receiving the most votes being elected to serve two (2) years, and the other two (2) candidates receiving the most votes being elected to serve one (1) year terms. The terms shall run for two (2) years from the first day of January following the month of election and until his/her successor is elected and qualified. Beginning January 1, 2018, no Board member may serve longer than four (4) consecutive years on the Board. If an individual has been appointed by the Board to serve the unexpired term of a vacated Board position, such service shall not be counted toward the four (4) year limitation. Once reaching the four (4) year limit for service, the Board member may qualify for re-election to the Board after a one (1) year lapse in service. B. Honorary Board Member. 1. At its first meeting in January, the Board may appoint one (1) honorary Board member to serve in an advisory, non-voting capacity for a one (1) year term. Section 4: Selection and Election A. At the annual membership meeting in December of each year, there shall be an election to fill the Board positions which are expiring the following month. B. At the August Board meeting prior to the December election, a nominating committee shall be appointed by the President that shall consist of two members from the general membership and two members from the Board. At the November Board meeting the nominating committee shall submit to the Board for approval a slate of candidates to fill 6

7 the vacancies created by the terms which are expiring. Each candidate must be an active PCCVB member in good standing and must have agreed to accept the responsibilities of a Board member as set forth in the Board Member Code of Conduct maintained in the records of the Chamber. The PCCVB Board shall encourage the Board composition to be made up of a majority of individuals who live or work in Pooler or have a business license in Pooler. No limitations shall be set on the number of nominees. The nominees shall be reviewed by the Board for the purpose of establishing eligibility. The slate of candidates as approved by the Board shall be mailed out to the membership at least ten (10) business days prior to the meeting. C. At the annual membership meeting, ballots will be given to each member in attendance listing the members who were nominated by the Board s nominating committee and approved by the Board. Additional nominations can be made from the floor and added to the ballot before any votes are cast. The members will be instructed not to vote for a candidate more than once and to cast no more votes than the number of positions being filled. The ballots shall be collected and counted, with the candidates receiving the greatest number of votes being elected as new Board members. D. All newly elected Board members shall be seated at the first regular meeting of the Board in January and shall be participating members thereafter. E. Unexpired term vacancies of members of the Board shall be selected and filled as soon as possible by a majority vote of the Board. The candidate that is being considered to fill the vacated Board seat must be an active PCCVB member in good standing and must have agreed to accept and the responsibilities set forth in the Chamber s Board Member Code of Conduct. F. Should there be fewer candidates than Board vacancies to be filled, the Board shall fill the vacancy with a qualified PCCVB member as soon as possible after the election by a majority vote. Section 5: Resignation and Removal A. A Board member may resign, effective immediately or at a later date specified by that Board member, by written notice to the President or the Treasurer/Secretary of the Board, which notice shall be deemed accepted by the Board upon receipt of same by either officer. Notice of the resignation and the acceptance thereof shall be sent to the other Board members by mail or electronic communication. If the resignation is effective at a future time, a successor may be selected in advance to fill the vacancy when the resignation becomes effective. B. A Board member who is absent from three (3) consecutive regular meetings shall be automatically dropped from Board membership unless such absence is approved by a majority vote of the Board. C. A Board member may be removed from the Board for non-payment of dues if the member s Chamber membership is terminated pursuant to Article II, Section 5 of these Bylaws. Although the member may be eligible for re-instatement of membership at a later date, the vacated Board seat shall be filled as soon as possible. 7

8 D. Any director may be removed for a violation of the Chamber s Board Member Code of Conduct. If the Board, by a majority vote, determines that a termination for such reason is warranted, the Board member to be terminated shall be given ten (10) days notice of the intended termination by first class mail, postage prepaid, addressed to the Board member at his/her last address shown on the records of the Chamber. The notice shall state the reason for termination and also state that the member has an opportunity to submit a written statement why the termination should not take place, which statement must be received by the Chamber s President not less than five (5) days before the effective date of termination. The Board of Directors shall consider the member s statement, if any, and may order that the termination shall not take place, or that it shall take place as stated in the notice to the member. E. One or more directors may be removed by the affirmative vote of a majority of the membership of the Chamber present and voting on removal at a special called meeting of the Chamber, and where notice of a member s intention to present a motion for removal has been given to the membership pursuant to Section 3(B) of Article III of these Bylaws. F. Any vacancy created by resignation or removal will be filled immediately pursuant to Article IV, Section 4(E) of these Bylaws. G. The Chamber s membership shall be immediately notified by the President of any change in Board membership or composition. Section 1: Officer Qualifications and Term ARTICLE V OFFICERS The President, Vice President, and Treasurer/Secretary shall be Board members, and shall be elected by the Board at the Board s first regular meeting in January to serve for a term of one (1) year and until his or her successor is elected. Section 2: Determination of Officers Prior to or promptly after the annual elections of the Board members, the Nominating Committee shall present to the Board a slate of officers for the next year. Officers to be nominated are: President, Vice President and Treasurer/Secretary. At its first regular meeting in January, the Board of Directors shall elect the above officers with a majority vote. Candidates may include those persons placed on the Nominating Committee s slate as well as those who are nominated by Board members at said meeting. Section 3: Duties of the Officers President of the Board of Directors. The President shall have general supervision, direction and control of the policies of the PCCVB; shall preside at all meetings of the Board and of the members; shall be an ex-officio member of any PCCVB committee; and shall exercise and perform such other powers and duties as may from time to time be assigned to him/her by the Board of Directors or prescribed in these Bylaws. The 8

9 President, in conjunction with the Executive Director, shall determine all committee chairpersons, subject to approval of the Board of Directors. The President shall refrain from casting a vote on matters coming before the Board except where his/her vote would affect the outcome, in which case he/she can either vote and thereby change the result, or he/she can abstain. Vice President of the Board of Directors. The Vice President shall exercise the authority and perform the duties of the President in the absence or disability of the President and when so acting shall have all of the powers of, and be subject to the restrictions placed upon, the President of the Board. The Vice President shall have such other powers and perform such other duties from time to time that may be prescribed by the Board of Directors or in these Bylaws. In the event that the Vice President assumes the role of President on a permanent basis, the Board shall select and fill the vacated position of Vice President from one of the remaining Board members by a majority vote. Treasurer/Secretary. The Treasurer/Secretary shall be responsible for the safeguarding of all funds received by the Chamber and for the proper disbursement of same. Such funds must be kept on deposit in financial institutions or invested in a manner approved by the Board of Directors. The Treasurer/Secretary shall be a member of the PCCVB s Finance Committee and be responsible for assisting in the preparation of budgets and other regular financial reports for the organization. The Treasurer/Secretary shall also be responsible for the safeguarding of the corporate seal and records. The Treasurer/Secretary shall have such other powers and perform such other duties from time to time that may be prescribed by the Board of Directors or in these Bylaws. Executive Director. The Board of Directors shall employ an Executive Director to be the chief administrator of the PCCVB. He/she shall be a non-voting member of the Board of Directors. The Executive Director s duties are as follows: 1. Serve as advisor to the President of the Board, assemble information, data, and special reports as required by the Board. 2. Be responsible for the Chamber s business plan in accordance with the policies and direction of the Board of Directors. 3. Be responsible for hiring, discharging, directing and supervising all activities of Chamber employees. 4. Be responsible for the preparation of an operating budget, in conjunction with the Finance Committee, covering all activities of the Chamber. 5. Adhere to the approved budget with respect to the expenses allocated therein. 6. Make sure that accurate and official minutes are taken at all Board and PCCVB committee meetings and that these minutes be available for review by any PCCVB member within a reasonable time after such meetings. 9

10 7. Be the primary spokesperson for the PCCVB for external communications. 8. Serve as an ex-officio non-voting member of any PCCVB committee. 9. Be responsible for all other activities as listed in the current Executive Director s Job Description maintained in the records of the Chamber. 10. Perform such other duties from time to time that may be prescribed by either the President, the Board, or these Bylaws. Section 1: Appointment and Authority ARTICLE VI COMMITTEES The President, with the approval of the Board of Directors and in conjunction with the Executive Director, shall appoint Chamber members to each PCCVB committee and select one of the appointees as the committee chairperson. The President, in conjunction with the Executive Director, may also appoint ad hoc committees and their respective chairpersons as deemed necessary to carry out the programs of the PCCVB. Committee appointments shall be at the will and pleasure of the appointing President and shall serve concurrently with the term of the appointing President. It shall be the function of committees to conduct investigations, studies and hearings, enabling them to make recommendations to the Board and carry on such activities as may be delegated to them by the President of the Board with input from the Executive Director. Section 2: Limitations of Authority No action by any Chamber member, committee, Board member or officer shall be binding upon or constitute an expression of the policy of the PCCVB until it has been approved or ratified by the Board of Directors or unless the Board vests the authority upon such person or committee to take action. A committee shall be discharged by the President when its work has been completed, or when the President views its discontinuance as advisable. Section 3: Reporting A written schedule of committee meetings shall be prepared, maintained, and regularly reviewed by the Executive Director to verify meeting dates and locations and to check for conflicts with other PCCVB events. The Executive Director shall also note committee meetings on the PCCVB s official calendar, and, in conjunction with the committee chairpersons, shall send notifications of committee meetings and agendas to all committee members in advance. The appointed chairperson for each committee shall be responsible for making presentations and reports of the committee s work to the Board of Directors at regular Board meetings, as well as providing accurate minutes of any committee meetings that were held since the last board meeting. A chairperson is not authorized to perform any action recommended by his/her committee (including the reporting of such action) through 10

11 presentations made to civic, business, and governmental organizations, unless and until authorized to do so by the Board. Section 4: Committee Funds Money raising or self-funding events planned during the year by committees must have prior approval of the Board of Directors. All funds collected and expended for such events must be deposited/paid by the PCCVB. Committee fund balances are treated as assets of the PCCVB and not as property of the individual committees. Section 5: Standing Committees Ambassador s Council The purpose of this committee is to build the membership and mobilize the energy and resources of the Chamber to better serve the total Pooler community. Budget and Finance Committee The purpose of this committee is to prepare and present to the Board for action a realistic annual budget based on funds on deposit and anticipated revenues. The committee shall review the budget on a regular basis during the Chamber s fiscal year and recommend changes for approval by the Board. Other standing committees can be added by the President as necessary or if interest is shown by the membership. Section 1: Funds ARTICLE VII FINANCES All money paid to the Chamber shall be placed in a general operating account except that money subscribed or contributed for a special purpose shall be placed in a separate account for such purpose. Section 2: Disbursements Upon approval of the budget, the President or Executive Director is authorized to make disbursements on accounts and expenses provided for the in the budget without additional approval of the Board of Directors. Recommendations for expenditures outside the budget shall be submitted to the Board of Directors for approval. Disbursements can be made by check or debit card not to exceed the amount of $2, on any single transaction. Any disbursement $2, or more shall be signed and countersigned by two authorized officers. Section 3: Fiscal Year The fiscal year of the PCCVB shall begin January 1 and end December

12 Section 4: Budget The Finance and Budget Committee shall develop an annual budget for the upcoming fiscal year and, together with the Executive Director, submit same to the Board of Directors for approval by a majority vote at the Board s regular meeting in November. The approved budget shall then be presented to the membership at the annual membership meeting in December. Section 5: Contracts Any new or renewing contracts exceeding $2, (total payout in terms of the contract) shall be presented to the Board for approval by a majority vote. All signed contracts shall be made available for review by any PCCVB member at the Chamber s business office at any reasonable time during regular office hours. Section 6: Audit A Certified Public Accountant shall be retained by the PCCVB to audit the Chamber s financial records for the previous fiscal year as required by the City of Pooler in return for funding the Chamber with hotel/motel tax revenues. The audit results shall be made available as public record and shall be available for review at the Chamber s business office at any reasonable time during regular office hours. Section 7: Fidelity Bond Directors, officers and others that may be designated by the PCCVB Board of Directors shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the PCCVB. Section 8: Maintenance and Inspection of Articles, Bylaws and other Chamber Records A copy of the Chamber s Articles of Incorporation and Bylaws as amended to date shall be maintained in the office of the PCCVB and shall be open to inspection by any member at any reasonable time during regular office hours. The PCCVB s books and records of accounts and minutes of the proceedings of its members, Board of Directors and committees shall also be kept in the office of the PCCVB, such records being kept either in written form or any other form capable of being converted to written form. The minutes, books and records of accounts shall be open to inspection upon written demand of any member at any reasonable time during regular office hours for any purpose reasonably related to the member s interest as a Chamber member. ARTICLE VIII PROHIBITED EXPENDITURES No part of the net earnings of the Chamber will inure to the benefit of, or be distributable to, its members, officers, or other private persons, except that the Chamber is authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes of the Chamber. No funds shall be spent on 12

13 the carrying on of propaganda, or otherwise attempting to influence legislation, and the Chamber will not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the Chamber will not fund any other activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under Section 501(c) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), and the corresponding Georgia statute, or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), or the corresponding Georgia statute. ARTICLE IX DISSOLUTION Upon the dissolution of the Chamber, the Board of Directors will, after paying or making provision for the payment of all of the liabilities of the Chamber, dispose of all of the assets of the Chamber exclusively for the purposes of the Chamber in the manner determined by the Board of Directors, or dispose of all such assets to any organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes which qualify at the time as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), and the corresponding Georgia statute, as the Board of Directors determines. Any such assets not disposed of will be disposed of by the Superior Court of Chatham County, Georgia, as the court determines exclusively for such purposes or to such organization or organizations which are organized or operated exclusively for such purposes. ARTICLE X PARLIMENTARY AUTHORITY The current edition of Robert s Rules of Order shall be the final authority for all questions of parliamentary procedure when such rules are not inconsistent with the Charter or Bylaws of the PCCVB. ARTICLE XI INDEMNIFICATION To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any PCCVB actions. The Chamber shall have the power to purchase and maintain insurance on behalf of any agent of the Chamber against any liability asserted against or incurred by the agent in such capacity or arising out of the agent s status as such whether or not the Chamber would have the power to indemnify the agent against such liability. 13

14 ARTICLE XII AMENDMENTS These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members at any regular or special meeting, provided that the notice for the meeting includes the proposals for amendments or alterations and they shall be submitted to the Board or the members when being given notice of the meeting pursuant to the provisions of these Bylaws. 14