Internal Affairs
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7 SEVENTH. Internal Affairs:
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7.1 Indemnity:
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| The power of indemnification under the laws
of the District of Columbia shall not be denied or limited by the
Bylaws. No Director of the Association shall be personally
liable to the Association or its member user groups for monetary
damages for any conduct as a director; provided, however, that
this paragraph shall not eliminate or limit the liability of a
Director for acts or omissions that involve intentional
misconduct or a knowing violation of law by a Director, or for
any transaction from which the Director will personally receive a
benefit in money, property, or services to which the Director is
not legally entitled; and provided, this limitation shall not
eliminate or limit the liability of a Director for any act or
omission prior to the date when this provision becomes effective.
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7.2 Amendment of Articles:
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| The Association reserves the
right to amend, alter, change or repeal any provision contained
in these Articles of Incorporation, in the manner now or
hereafter prescribed by law, and all rights and powers conferred
herein on Directors are subject to this reserved power. Any
amendment must be voted for by two-thirds (2/3's) of all the
member user groups casting a vote, and the voting shall not be
deemed complete unless at least thirty percent (30.0%) of the
member user groups cast a vote.
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7.3 Amendment of Bylaws:
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The
Bylaws of the Association may be amended so long as any
such amendment does not bring the Bylaws into conflict
with the Articles as then in force. Any proposed
amendment must receive the vote of at least five (5)
Directors (or all if less than 5 are in office) and the
vote of a majority of the number of Advisors then
specified as the total for the Board of Advisors.
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7.4 Facilitate Association Activity:
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In order
to facilitate participation in Association activity,
the Board of Directors shall provide, through the
Bylaws and board resolutions, for participation in
Association activities through various media such as
voice telephone, electronic communication systems,
telecopy systems, and mail or other delivery of
votes or comments |