BYLAWS OF THE EVANGELICAL PRESS ASSOCIATION
(A religious and educational non-profit corporation incorporated under the Laws of the State of California)
Introductory Note: These Bylaws supplement the Articles of Incorporation of Evangelical Press Association, Inc., and matter therein contained will not be repeated here.
ARTICLE I: CLASSES OF AFFILIATION AND CONDITIONS OF MEMBERSHIP
Section 1. Membership in this corporation shall be divided into six classes of members and affiliates. Except for affiliates and contributors, all membership candidates must subscribe to the statement of purposes as contained in the Articles of Incorporation of the corporation, the doctrinal statement contained in Article Ninth thereof, and the Code of Ethics.
The classes of membership and affiliation are the following:
(a) Publication Membership. Regular membership in this corporation shall be open to print and digital periodicals that publish at least two times a year. They must be serious journalistic efforts published to serve readers by enlarging their understanding of the Christian faith. Publication members are required to endorse the statement of faith and Code of Ethics. Publication members shall be eligible for board positions and entitled to vote at meetings of members.
(b) Associate Membership. Regular membership shall be available to individuals: editors, writers, artists, designers, photographers, bloggers and others who are interested in the work and purpose of this corporation and who are not otherwise on staff of a member publication. Associate members are required to endorse the statement of faith and Code of Ethics. Associate members shall be eligible for board positions and entitled to vote at meetings of members.
(c) Honorary Membership. Honorary membership may be accorded to individuals who have rendered distinguished service in the field of religious journalism while being actively involved in EPA. Such members are to be nominated by the board. Ordinarily these persons will have been retired for one year before being nominated or they will have reached the age of 70. Honorary members do not hold voting privileges.
(d) Affiliate Membership. Affiliate members shall be those firms or organizations that maintain or wish to maintain commercial or professional relationships with EPA member publications. Affiliates are not required to endorse the statement of faith or Code of Ethics; neither do they hold voting privileges.
(e) Legacy Council Membership. Membership may be accorded to selected past presidents of the Evangelical Press Association; such membership will be extended by invitation from the Board to serve in an advisory and mentoring role to the Board for a period of three years. Legacy Council members are considered regular members and are granted full voting membership in EPA and may serve multiple consecutive terms.
(f) EPA Contributor. Individuals who make a financial contribution to EPA of $25 or more each calendar year. Contributors are not required to endorse the statement of faith or Code of Ethics; neither do they hold voting privileges.
Section 2. Future Admissions to Membership. Any publication, person or firm desiring publication, associate or affiliate membership in this corporation shall make the same known to the executive director by written application. The executive director shall maintain an accurate database of membership in which there shall be recorded the names and dates of admission of all members together with their classification as publication, associate, honorary, or affiliate members. Only publication and associate members shall be eligible for board positions and entitled to vote at meetings of members. Honorary and affiliate members may attend and be heard on any question but may not hold office or vote in meetings of members.
Section 3. Any action taken by the board of directors with respect to an application for membership (whether favorable or unfavorable) may be reversed by a majority vote of the members of the corporation.
Section 4. Membership in this corporation shall not vest in any member any proprietary rights in the corporation but shall only entitle the member to vote at meetings of the members. Membership shall not be assignable inter vivos by any member, nor shall membership vest to or in any personal representative, successor, trustee, heir or legatee.
Section 5. Membership will terminate in this corporation on any of the following events: (a) receipt by the board of directors of the written resignation of a member; (b) the death of an individual member; (c) the failure of a member to pay dues; (d) the failure of a member to retain the incidents of qualification for membership as described in these Bylaws; and (e) for any other cause, inconsistent with membership, after due notice, hearing, and determination by the board of directors in these Bylaws.
Section 6. As used in Sections 1 and 2 of ARTICLE I, the term “person” shall include individuals, firms and corporations.
Section 7. No member may vote while his dues are delinquent.
ARTICLE II: MEETINGS OF MEMBERS
Section 1. Annual Meetings. EPA shall hold an annual meeting in the Spring of each year at such places as the board of directors shall designate. . In the event that an in-person meeting does not occur, the board of directors shall call for a virtual meeting via an online platform. In the case of a virtual meeting, voting for board positions, bylaw changes, or any other matter requiring a vote of the members may be administered through a secure and anonymous online voting platform.
Section 2. The board of directors shall establish the date, time, and program of the annual convention and the annual business meeting.
Section 3. Special Meetings. Special meetings of the association may be called by the board of directors on the demand of not less than one–tenth (1/10) of members which have voting rights. In such an event the Board deems necessary or desirable time and place of the meeting.
Section 4. Notice. Written or electronic notice stating the day, place, and hour of the meeting, and the purpose if a special meeting, shall be communicated to each member not fewer than thirty days preceding the meeting.
Section 5. Quorum and Manner of Acting at Members Meeting. At the annual meeting of the members, an attendance of one-tenth (1/10) of all voting members as specified in Section 1 of Article I shall constitute a quorum for the transaction of business.
Section 6. Powers of Members. The members shall have all powers of the corporation, save and except those given the directors. Without limiting the generality of the foregoing, the members may at any time, with or without cause, (1) remove any director and name a successor to serve on the board and/or (2) remove any officer of the corporation.
Section 7. The board of directors shall also have power to arrange for joint sessions from time to time with organizations functioning in religious publishing, communications, public relations, and related fields.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Composition and General Powers of Directors. The affairs of the corporation shall be managed by its board of directors. Directors need not be residents of any particular state but must be members of the corporation. The directors shall derive their power from and be elected by the members of the corporation. There shall be six (6) directors on the board of directors of this corporation and they shall be chosen and qualified as follows: president, president-elect, secretary, treasurer, and two (2) advisors.
Any reference herein to “the board of directors” has reference to the six (6) persons thus elected, qualified and constituted. See other portions of these Bylaws for manner of election.
Section 2. Tenure of Directors. Each director shall hold office until his successor is qualified (under and according to the terms and provisions of these Bylaws), unless sooner removed or unless he or she dies or resigns. The president-elect shall serve a four-year term on the board, two as president elect, followed by two as president.
The treasurer, secretary, and two advisors shall serve three-year terms, with term limits of two consecutive terms (making a total of six years); after a year off, a board member may be permitted to return. The president shall be ineligible for reelection until one term shall have intervened.
Section 3. Regular Meetings of Board. A regular annual meeting of the board of directors shall be held (without other notice than this bylaw) immediately preceding and at the same place as the annual meeting of the members.
At its discretion and when the affairs of the Evangelical Press Association so warrant, the Board may meet at other times and places during the year, including by telephone or electronic conference. Each board member shall be notified in advance of any meeting, and the attendance of a majority of directors shall constitute a quorum for the transaction of business. Proxy voting is prohibited.
Section 4. Special Meetings of the Board. Special meetings of the board of directors may be called by the president or shall be called by the president or president-elect at the request of any two directors. The person or persons calling such special meeting of the board may fix any place (either within or without the State of California) as the place for holding any special meeting of the board called by him or them.
Section 5. Notice of Board Meetings. Notice must be given to each director of any special meeting of the board of directors by written or an electronic notice at least 48 hours prior to any meeting. Any director may waive notice of any meeting or if a director does not respond to the notice within 48 hours. The attendance of any director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these Bylaws.
Section 8. Vacancies. Any vacancy occurring in the board of directors shall be filled by the board of directors. A director shall be appointed by the board to fill any vacancy of an unexpired term of his predecessor in office.
Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the board; but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Section 10. Action without Meeting. Any action or resolution consented to by the unanimous written consent of all the directors, individually or collectively, shall have the same force and effect as though such action taken or resolution passed were at a regular or special meeting of the board of directors duly held, and a requirement of a meeting of the directors authorizing such action or resolution is hereby waived.
Section 11. Executive Sessions of the board. The board of directors shall hold an executive session, without the executive director and staff, in conjunction with each regularly scheduled board meeting.
(a) An executive session of the board may also be called by the chair under the following circumstances: (1) on the advice of counsel, (2) to discuss current pending legal matters, (3) to consult with the auditors and compensation consultants, (4) to acquire or dispose of property, (5) to discuss or act on personnel issues, or (6) to address such other matters as the board deems appropriate. At the option of the chair, or upon majority vote of the directors, an executive session of the board may be called. While in executive session, only board members and individuals invited by the chair may be present. At the option of the chair, the executive director will be excused. Board members may discuss the business conducted in an executive session only with other board members as directed by the chair and persons present in the executive session by invitation of the chair. Those present will be reminded that the executive session deliberations and minutes are confidential.
(b) Minutes of the Executive Session. If the session is an informal discussion, detailed minutes may not be necessary, but the general substance of the executive session itself should be noted. If the session contributed to a board decision about a difficult or important issue, minutes may be necessary. Executive session minutes will be shared only with participants and should not be attached to the regular board meeting minutes. Any confidential documents distributed for an executive session should be clearly marked as confidential and maintained by the board chair.
(c) The Board chair is to inform the executive director after an executive session by giving a summary of the session if directed by the board. Any minutes of the executive session are to be held by the Board chair.
ARTICLE IV: OFFICERS
Section 1. Officers. The officers of the corporation shall be a president, a president-elect, a secretary and a treasurer. Officers must be regular members of the corporation.
Section 2. Election and Term of Office. The officers of the corporation shall be elected by the members (at the annual meeting of the members) in the following manner:
(a) The president-elect shall be elected in any odd year.
(b) The treasurer, secretary and two advisors shall be elected every three years after each term has ended.
If the election of officers shall not be held at such meeting, such elections shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Section 3. Removal. Any officer elected or appointed by the members may be removed by the members whenever in its judgment the best interest of the corporation would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the board of directors. He may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deed, mortgages, bonds, contractors, or other instruments which the board of directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by the Bylaws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of the president and such other duties as may be prescribed by the board of directors from time to time.
Section 6. President-Elect. In the absence of the president or in the event of his inability or refusal to act, the president-elect shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any president-elect shall perform other such duties as from time to time may be assigned to him by the president or by the board of directors. Upon completion of term, the president-elect shall automatically succeed the president.
In the event that the president-elect shall be called upon to serve out an unexpired portion of the president’s term, the Board will appoint a member of the board to serve out the remaining term of the president-elect. The board, thus constituted, shall be empowered to carry out normal board functions. The board at its discretion shall appoint or nominate an additional advisor to serve until the next scheduled election of the president-elect.
Section 7. Treasurer. While the financial health and strength of EPA are the collective responsibility of the board, the treasurer manages the board’s review of its fiduciary responsibility. The treasurer shall have full access to the funds and financial records of the organization.
Section 8. Secretary. The secretary shall, in general, perform all duties incident to the office of secretary and other such duties as from time to time may be assigned to him by the president or by the board of directors.
ARTICLE V: COMMITTEES
Section 1. Board Committees. The board of directors, by resolution adopted by the majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees shall not operate to relieve the board of directors of responsibility imposed on it by law. The board of directors may limit the authority of such committee in any manner it seems fit in the resolution by which the committee is appointed, and in such resolution may specify the terms for which the board members are appointed to the committee.
Section 2. Functional Committees. The president (and/or the board of directors) shall also have the power to appoint and designate functional committees which shall be composed of two or more members who may (but need not) be directors. A functional committee thus established shall derive its power to act from the president (or the board, as the case may be) and may act on any matter delegated to it (save and except actions which are by California law or by the terms of the Articles or by the Bylaws reserved for action by the board of directors). Any such committee member thus appointed to a functional committee shall serve on such committee during the pleasure of the person (or board) who appointed him. Without limiting the generality of the foregoing, and without limiting the power of the president and/or the board to appoint additional committees, the following functional committees are now designated:
(a) A nominating committee composed of at least three (3) but not more than five (5) members who represent the diversity of and have a broad knowledge of the current membership and are appointed by the president with the concurrence of the board of directors;
(b) A membership committee composed of the president, president-elect and executive director. (Unless action by the committee is unanimous the application shall be referred back to the board for final disposition.);
(c) A financial committee composed of three members, two board members and one general member shall be appointed by the president. The purpose of the committee is to review the financial books and reports of the executive director and bring recommendations to the board; and
(d) An ethics committee composed of five members shall be appointed by the president. The members shall serve a term of three years. If a committee member or his or her publication ceases to become a member during that three-year period, the president shall appoint another member to complete the term. If a committee member’s organization is involved in a case brought to the committee, that member shall step aside and the president shall appoint another member to serve while judging that case.
The committee shall consider all ethics complaints brought to it by the EPA board of directors, seek to determine whether the complaint is justified, and, if so, recommend to the board steps to resolve the complaint. EPA members may individually consult ethics committee members for informal interpretation of the ethics code provided such action would not interfere with a pending complaint.
Members of the ethics committee and the board of directors should keep their discussions confidential and rely on the executive director or other appointed spokesperson to represent any final disposition of a complaint to the EPA members and public.
ARTICLE VI: EXECUTIVE DIRECTOR
It is intended that the board shall have the authority to engage (as the principal employee of the corporation) an executive to be designated as the “executive director.” The executive director shall have such duties and responsibilities as are delegated to him by the board. The executive director may as a matter of courtesy sit in on the meetings of the board but shall not be considered as a board member for any purpose. The executive director should, but need not be, a member of the corporation.
ARTICLE VII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The board of directors may authorize any officer or officers, agents or agent of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and in behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as from time to time shall be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or president-elect of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited in a timely manner to the credit of the corporation in such bank, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the corporation.
ARTICLE VIII: BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, boards of directors, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. Minutes of Executive Sessions shall be confidential and be kept by the board president. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE IX: FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
ARTICLE X: DUES
Section 1. Annual Dues. The board may prospectively determine, from time to time, the amount of annual dues payable to the corporation by the members of each class (subject to the authority of the members to reverse such action).
Section 2. Payment of Dues. Dues shall be payable at such times as may be designated by the board of directors and may, if the board so provides, be prorated in the case of a new or retiring member.
Section 3. Default and Determination of Membership. If any member of any class shall be in default in the payment of dues for a period of sixty (60) days from the time such dues become payable, his membership may thereupon be terminated by the board of directors.
ARTICLE XI: NOTICE
Section 1. Waiver of Notice. When any notice is required to be given under the provisions of the General Non-Profit Law of California or under the provisions of the Articles of incorporation or the Bylaws of the corporation, a waiver thereof in writing or an electronic notice signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 2. Form of Notice. When notice is required by these Bylaws, a written or email notice sent to members of the corporation and a posting on the official website of the corporation shall be considered to satisfy this requirement. It is the responsibility of members to provide a current mailing addresses and email addresses to EPA staff members.
ARTICLE XII: AMENDMENT TO BYLAWS
The Bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds (2/3rds) vote of the members present at the annual meeting. Between the annual meetings, the board of directors, by a two-thirds (2/3rds) vote, may alter, amend or repeal these Bylaws and adopt new bylaws, provided (1) that notice of such changes shall be given in writing by mailing, posting online or emailing a copy of the changes to each of the members at least thirty (30) days prior to the meeting at which such an amendment is considered.
Notwithstanding anything to the contrary contained herein, a bylaw changing the number of directors may not be adopted, amended or repealed without (a) the vote or written assent of members entitled to exercise a majority of the voting power, or (b) the vote of the majority of the members present at a members’ meeting at which a quorum is present.
ARTICLE XIII: INDEMNIFICATION
Section 1. To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Corporations Code section 9246(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
Section 2. On written request to the Board by any person seeking indemnification under Corporations Code section 9246(b) or section 9246(c), the Board shall promptly decide under Corporations Code section 9246(e) whether the applicable standard of conduct set forth in Corporations Code section 9246(b) or section 9246(c) has been met and, if so, the Board shall authorize indemnification. As of the date that these Bylaws were executed, the provisions of Corporations Code section 9246 are as follows:
“Corporations Code § 9246. Indemnification of Corporate Agent.
(a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (3) of subdivision (e).
(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 9243, or an action brought by the Attorney General pursuant to Section 9230) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.
(c) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation, or brought under Section 9243, or brought by the Attorney General pursuant to Section 9230, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if the person acted in good faith, in a manner in which such person believed to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification shall be made under this subdivision:
(1) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;
(2) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(3) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.
(d) To the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
(e) Except as provided in subdivision (d), any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in either subdivision (b) or (c) by:
(1) A majority vote of a quorum consisting of directors who are not parties to such proceeding;
(2) Approval of the members (Section 5034), with the persons to be indemnified not being entitled to vote thereon; or
(3) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.
(f) Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this section.
(g) No provision made by a corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in the articles, Bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this section. Nothing contained in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under this section, except as provided in subdivision (d) or paragraph (3) of subdivision (e), in any circumstance where it appears that:
(1) It would be inconsistent with a provision of the articles, Bylaws, a resolution of the members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(2) It would be inconsistent with any condition expressly imposed by a court in approving a settlement.
(i) A corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation 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 corporation would have the power to indemnify the agent against such liability under the provisions of this section; provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of Section 9243.
(j) This section does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent as defined in subdivision (a) of the employer corporation. A corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207.”
Section 3. To the extent any of the statutory provisions noted above are amended, such amendment(s) shall, in their entirety, automatically be incorporated into the above referenced provisions and into these Bylaws, regardless of whether or not the actual text of these Bylaws is amended to reflect any such amended statutory provision(s).
Section 4. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws shall be advanced by the Corporation before final disposition of the proceeding on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the Corporation for those expenses.
Section 5. This Corporation shall actively pursue, purchase and maintain insurance to the fullest extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity, or arising from the officer’s, director’s, employee’s, or agent’s status as such.
We the undersigned, being all the directors of EVANGELICAL PRESS ASSOCIATION, INC., hereby assent to the foregoing Bylaws and adopt them as the Bylaws of this corporation.
IN WITNESS WHEREOF we have set our signatures this 26th day of November, 1965.
Revised and approved by the board of directors October 9, 2021.
Affirmed by general membership via online vote April 12, 2022.