Bylaws — Magic City Bar Association

AMENDED AND RESTATED

BYLAWS

OF THE

MAGIC CITY BAR ASSOCIATION, INC.

Adopted on , 2018

Adopted this 20th day of December, 2018.

Eugene R. Verin, Board Chairman

TABLE OF CONTENTS

PAGE

GENERAL PROVISIONS 1

MEMBERSHIP MEETINGS AND VOTING 2

MEMBERS 3

BOARD OF DIRECTORS 5

Powers of the Board of Directors. All corporate powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, a Board of Directors (the “Board”). All of the powers and duties conferred or imposed upon a board of directors by the provisions of Chapter 3, Title 10A of the Code of Alabama (1975), as amended, and the provisions of Chapter 1, Title 10A of the Code of Alabama (1975), as amended, to the extent applicable to nonprofit corporations (the “Alabama Nonprofit Corporation Law”), shall be exercised and performed by the Board. 5

Number and Election of Directors. The Board shall be composed of the Appointed Directors, the Ex Officio Directors and the Directors Emeriti (collectively, the “Directors”). The number of Appointed Directors shall be established by the Board, but such number shall not be less than twelve (12); provided there are a sufficient number of individuals who qualify to serve as Appointed Directors pursuant to the requirements of this Article IV to satisfy such minimum number. If there is an insufficient number of individuals qualified and willing to serve as Appointed Directors, then the requirements of this Section 2 as to the minimum number of Appointed Directors shall have no effect, and the Board shall act without the required number of Appointed Directors, until there are once again sufficient individuals qualified and willing to serve as Appointed Directors. Except as provided in Section 4 of this Article IV with respect to the initial Appointed Directors, the Appointed Directors shall be elected by the Board at its annual meeting. 6

There shall be eight (8) Ex Officio Directors, who shall be the then serving and duly elected Membership-Elected Officers (as defined in Section 1 of Article VI). The number, qualifications and terms of the Directors Emeriti shall be established by the Board, which shall elect the Directors Emeriti, if any, at the annual meeting of the Board. 6

Appointed Director Qualifications. Each Appointed Director shall be any of the following: (1) an individual who has served as a past president or president-elect of the Association; (2) an individual who has been a member in good standing of the Association for at least the ten (10) years preceding his or her election; or (3) an attorney or judge who has practiced, served as a judge or resided in Jefferson County, Alabama for at least the fifteen (15) years preceding his or her election and has been a member in good standing of the Association for at least the five (5) years preceding his or her election. 6

Terms of Directors. The initial Appointed Directors shall be elected by the Ex Officio Directors and shall be divided evenly into three classes designated Class I (the "Class I Directors"), Class II (the "Class II Directors") and Class III (the "Class III Directors"). Except as provided in this Article IV, each Appointed Director shall hold office for a term ending on the date of the third annual meeting of the Board following the annual meeting at which such Appointed Director was elected; provided, however, that, for purposes of creating staggered terms for the Appointed Directors, (i) each Class I Director shall serve for a term ending on the date of the annual meeting following the annual meeting at which such Class I Director was elected; (ii) each Class II Director shall serve for a term ending on the date of the second annual meeting following the annual meeting at which such Class II Director was elected; and (iii) each Class III Director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such Class III Director was elected; provided further, however, that each Appointed Director shall continue to serve in such office after the applicable annual meeting ending his or her term until he or she is re-elected or a successor is elected to such office. 6

Except as provided in this Article IV, each Ex Officio Director shall hold office for the term during which he or she holds the position as an officer of the Association which entitles him or her to become an Ex Officio Director as set forth in this Article IV. 6

Resignation, Removal or Disqualification of a Director. Any Director may resign at any time upon written notice to the Board. Any resignation shall become effective at the time or upon the happening of the condition, if any, specified therein or, if no such condition or time is specified, upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director, excluding an Ex Officio Director, may be removed or may be declared disqualified to serve or incapable of serving by a majority vote of the remaining Directors, even if the notice of meeting cannot be given to the Director who is the subject of such Board action and even if the remaining Directors shall constitute less than a quorum of the Board. 7

Vacancy among Directors. Upon the removal of a Director, the resignation or death of a Director, or a declaration that a Director is disqualified from service or incapable of serving, such office shall be vacant, and the number of Directors shall be deemed to be decreased accordingly. A person may, at any time, be elected to fill a vacancy in the Board in the same manner in which a person may initially be elected to such position on the Board, and such successor shall fill the remaining term of his or her predecessor. Newly created Director positions resulting from any increase in the authorized number of Directors shall be filled in the same manner in which a person may initially be elected to such position on the Board. An Appointed Director elected to fill a newly created Appointed Director position shall hold office until the third annual meeting of the Board following the date on which such Appointed Director was elected; provided, however, that such Appointed Director shall continue to serve in such office after the annual meeting ending his or her term until he or she is re-elected or a successor is elected to such office. 7

Meetings, Quorum and Voting. The annual meeting of the Board, and regular meetings of the Board, shall be held at such times and places as the Board may determine. Special meetings of the Board may be called by either (1) the Chairman of the Board or (2) a majority of the Appointed Directors then in office, and each special meeting shall be held at such time and place as may be specified in the notice of the special meeting. 7

One-third (1/3) of the Directors then in office shall constitute a quorum at any meeting of the Board for the transaction of business; provided, however, that the Directors present must include at least three-fifths (3/5) of the Appointed Directors then in office to constitute a quorum, with the exception of the election of the initial Appointed Directors pursuant to Section 4 of this Article IV. At all meetings of the Board, each Director shall have one (1) vote. The act of a majority of the Directors present at any meeting at which there is a quorum shall be an act of the Board, except as may be otherwise specifically provided by the Alabama Nonprofit Corporation Law, by the Certificate of Formation or by these Bylaws. Directors may participate in any meeting of the Board by means of a conference telephone or similar communications equipment so long as all persons participating at the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. Notwithstanding the absence of a quorum, the Board may nevertheless hear and review reports and conduct informal discussions regarding the business and affairs of the Association. 7

Compensation of Directors. Directors shall not receive compensation for their services in such office; provided, however, that the Board may provide for the reimbursement of reasonable expenses. 8

EXECUTIVE COMMITTEE 8

Amend, alter or repeal these Bylaws; 8

Adopt a plan for the distribution in liquidation of the assets of the Association; 8

Effect a dissolution of the Association; 8

Authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; 8

Adopt a plan of merger or consolidation; 8

Authorize the conversion of the Association into another form of entity; 8

Elect, appoint or remove any member of any committee or any Director or officer of the Association; 8

Hire or terminate the executive director of the Association, if any; 8

Authorize the execution of any contract or other agreement on behalf of the Association if such agreement (i) is for a term lasting one (1) year or longer or (ii) is for the purchase or lease of real property; 8

Authorize any expenditure greater than or equal to $10,000 (for purposes of clarity, in applying this paragraph (k) to a contract with multiple payments, the aggregate of the payments under the contract shall be the “expenditure”); or 8

Amend, alter or repeal any action or resolution of the Board, unless by its terms such resolution provides that it may be amended, altered or repealed by such committee (collectively, the “Reserved Powers”). 9

It shall not be necessary for the Board to ratify any action of the Executive Committee, so long as such committee is acting within the powers granted herein. 9

Term. Except as provided in this Article V, each member of the Executive Committee shall hold office for the term during which he or she holds the position as an Ex Officio Director of the Association which entitles him or her to become a member of the Executive Committee as set forth in Section 2 of this Article V. 9

OFFICERS 10

Removal of Remaining Officers. Any officer, except for the Membership-Elected Officers, may be removed or may be declared disqualified to serve or incapable of serving by the Board. Such removal of an officer shall be undertaken only upon a finding that the best interests of the Association will be served thereby and shall be without prejudice to the contractual rights, if any, of the officer so removed. 11

DUTIES OF OFFICERS 12

Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of the Board. In general, such person shall perform all the duties incident to the office of chairman of the board and shall perform such other duties as may be prescribed by these Bylaws or assigned to such person by the Board. In the absence of the Chairman of the Board, any other Director designated in advance by the Chairman shall preside at any meeting of the Board. 12

Compensation of Employees. The employees of the Association, if any, may receive such reasonable compensation for services rendered as the Board or the Executive Committee, as applicable, may deem appropriate. The Board or the Executive Committee, as applicable, will approve all compensation arrangements in advance of paying compensation and will document such arrangements in writing. Such documentation will include the names of those persons who decided or voted on the compensation arrangements, information about compensation paid by similarly-situated taxable or tax-exempt organizations for similar services (including any compensation surveys compiled by independent firms or actual written offers from similarly-situated organizations), and any other information on which the Board or the Executive Committee, as applicable, relied in making its decision. The Board and the Executive Committee shall review their respective compensation arrangements periodically. 14

OTHER COMMITTEES 14

MISCELLANEOUS 16

Written Consent Actions. Any action required to be taken or permitted to be taken by the Board, the Executive Committee or any other committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or members of such committee (as applicable) entitled to vote with respect to the subject matter thereof. The written consent action shall have the same force and effect as a unanimous vote of the Board or such committee and shall be filed with the minutes of the proceedings of the relevant body. For the avoidance of doubt, a consent in writing may be obtained via email if all of the Directors or committee members, as applicable, entitled to vote respond in affirmation of the proposed action. 17

AMENDMENT 17

Conflicts of Interest 17

Whistleblower Policy 21

Document Retention Policy 21

Electronic documents will be retained as if they were paper documents. Therefore, any electronic files, including records of donations made online, will be maintained for the appropriate amount of time if they are listed in this Section 2. Email messages which are required to be maintained shall be printed in hard copy and placed in the appropriate file or stored in an archive computer file folder. Backup and recovery methods will be tested on a regular basis. 23

Investments 23

Immunity 23

Indemnification 24

AMENDED AND RESTATED BYLAWS

OF THE

MAGIC CITY BAR ASSOCIATION, INC.

GENERAL PROVISIONS

Name. This Association shall be known as the “MAGIC CITY BAR ASSOCIATION, INC.” (hereinafter referred to as the “MCBA” or the “Association”).

Mission. The MCBA’s mission is to serve the community and the legal profession; to help shape the policies that affect member attorneys in the legal culture in which they practice; and to create a deliberative forum for the exchange and expression of attorneys’ views and a voice to advocate those views.

Purpose. The MCBA’s purpose is to advance the science of jurisprudence; to improve the administration of justice; to preserve the independence of the Judiciary of our cities, states and nation; to uphold the honor and integrity of the legal profession; to promote professional and social interaction among the members of the MCBA and other bar associations; to promote improvement of the economic condition of all American citizens regardless of race, sex or creed in their efforts to secure a free and untrammeled use of the franchise guaranteed by the Constitution of the United States; to protect civil and political rights of the citizens and the residents of the several states of the United States; to develop a system of networking relevant to law practice; to provide a forum for the discussion of community issues and topics; to assist in promoting the legal profession as a career to minorities; to enhance the credibility of lawyers by addressing various community organizations and organizing lay seminars; and to encourage member participation in The Alabama Lawyers Association; The Alabama State Bar Association; The National Bar Association; The American Bar Association; the Birmingham Bar Association; and other bar associations.

The Association is an Alabama nonprofit corporation organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations currently or hereafter promulgated thereunder (or the corresponding provision of any future United States Internal Revenue Law) (the “Code”). No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article I. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provision of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Code or (b) by an organization contributions to which are deductible under Section 170(c)(2) of the Code.

Certificate of Formation. All references herein to the Certificate of Formation of the Association shall refer to the Articles of Incorporation of the Association, as such articles may be amended or restated from time to time.

Parliamentary Authority. Subject to the provisions of the Certificate of Formation, these Bylaws and the Alabama Nonprofit Corporation Law (as defined herein), if a question or dispute arises as to proper parliamentary procedure in the conduct of the Association’s business, the Association shall refer to the then-current edition of Robert’s Rules of Order, Newly Revised.

Diversity. The MCBA shall encourage the participation and representation of its membership and leadership in the national, state, local and specialty bar associations. Further, the MCBA shall encourage the participation and representation of its membership and leadership in the many diverse groups within the community that the MCBA serves.

Offices. The principal office of the MCBA will be located in Jefferson County, Alabama at a place to be designated from time to time by the Board of Directors. Such office shall be continuously maintained in the State of Alabama.

Fiscal Year. The fiscal year of the Association shall be from January 1 through December 31.

MEMBERSHIP MEETINGS AND VOTING

Annual Meeting. The annual membership meeting of the Association shall be held at such time and place as the Executive Committee may determine. Notice of said meeting shall be provided via regular mail or electronic mail to each member of the Association at least seven (7) days prior thereto.

Special Meetings. The President, at least six (6) of the members of the Executive Committee, or the Chairman of the Board of Directors may call a special meeting of the members. Notice of such meeting shall be provided either personally, by first class mail, or by electronic mail at least five (5) days prior to the meeting in question, and if mailed by first class mail, such notice shall be deemed to be delivered when deposited in the U.S. Mail, postage prepaid, duly addressed to each member at his or her address as it then appears on the records of the Association. The notice must state the business to be transacted or the purpose of such meeting.

Quorum. The presence, in person or by proxy, of at least ten (10) members entitled to vote shall constitute a quorum at any meeting of the members. The act of a majority of the members present at any meeting at which there is a quorum shall be an act of the members, except as may be otherwise specifically provided by the Alabama Nonprofit Corporation Law, by the Certificate of Formation, or by these Bylaws. Members may participate in any meeting of the members by means of a conference telephone or similar communications equipment so long as all persons participating at the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Voting. Each Regular Member, Judicial Council Member and Retired Member shall be entitled to one (1) vote on each matter submitted to a vote of the members. Voting members may vote by proxy, but such proxy must be in writing, specifying the conditions and limitations of the proxy. The proxy must be: (a) signed by the member and (b) witnessed by at least two (2) individuals or notarized.

MEMBERS

Classifications. There shall be five (5) classifications of membership in the MCBA: regular, student, associate, judicial council and retired.

Regular Members. An attorney who is a member in good standing before the bar of any state and who practices or resides in Jefferson County, Alabama, and who supports the principles and objectives of the MCBA, may become a Regular Member of the Association upon application, approval of the Executive Committee and payment of the applicable membership fee. Regular Members are entitled to hold any office in the Association, serve on the Board of Directors of the Association, chair and serve on committees of the Association, vote on any matter pertaining to the Association’s business, including the election of officers, and represent the Association upon direction of the Executive Committee or the Board of Directors or appointment by the President.

Student Members. A student matriculating at any law school in the State of Alabama, or who is matriculating at any law school and resides in the State of Alabama, and who supports the principles and the objectives of the Association, may become a nonvoting Student Member of the Association upon application, approval of the Executive Committee and payment of the applicable membership fee. Student Members are entitled to chair and serve on committees of the Association, excluding the Executive Committee, and represent the Association upon direction of the Executive Committee or the Board of Directors or appointment by the President. Student Members shall not be entitled to vote on matters pertaining to the Association’s business, including the election of officers.

Associate Members. An attorney who is a member in good standing before the bar of the State of Alabama and who practices or resides in the State of Alabama, but does not practice or reside in Jefferson County, Alabama, and who supports the principles and objectives of the MCBA, may become an Associate Member of the Association upon application, approval of the Executive Committee and payment of the applicable membership fee. Associate Members are entitled to chair and serve on committees of the Association, excluding the Executive Committee, and represent the Association upon direction of the Executive Committee or the Board of Directors or appointment by the President. Associate Members shall not be entitled to vote on matters pertaining to the Association’s business, including the election of officers.

Judicial Council Members. A judge who is a member in good standing before the bar of any state and who serves as a judge in or resides in Jefferson County, Alabama, and who supports the principles and objectives of the MCBA, may become a Judicial Council Member of the Association upon application, approval of the Executive Committee and payment of the applicable membership fee. Further, a retired judge who, until such retirement, was a member in good standing before the bar of any state and served as a judge in or resided in Jefferson County, Alabama, and who supports the principles and objectives of the MCBA, may become a Judicial Council Member of the Association upon application, approval of the Executive Committee and payment of the applicable membership fee. Judicial Council Members are entitled to hold any office in the Association, serve on the Board of Directors of the Association, chair and serve on committees of the Association, vote on any matter pertaining to the Association’s business, including the election of officers, and represent the Association upon direction of the Executive Committee or the Board of Directors or appointment by the President, as may be allowed by law or other rules of the Alabama State Bar.

Retired Members. A retired attorney or judge who, until such retirement, was a member in good standing before the bar of any state, practiced, served as a judge or resided in Jefferson County, Alabama, and who supports the principles and objectives of the MCBA, may become a Retired Member of the Association upon application, approval of the Executive Committee and payment of the applicable membership fee. Retired Members are entitled to hold any office in the Association, serve on the Board of Directors of the Association, chair and serve on committees of the Association, vote on any matter pertaining to the Association’s business, including the election of officers, and represent the Association upon direction of the Executive Committee or the Board of Directors or appointment by the President, as may be allowed by law or other rules of the Alabama State Bar.

Termination or Suspension of Membership. A member may resign at any time from the Association by submitting a letter of resignation to the Association. If a member has been suspended or disbarred from or has ceased to be a member of any bar, he/she ceases to be a member of the Association. For good cause, any members may be censured, suspended or terminated from membership upon vote of the Executive Committee. A person’s interest in the property of the Association ceases upon termination of membership. Association membership status automatically terminates when a member’s dues obligations are in arrears.

Reinstatement of Members. A person whose membership has been terminated or suspended under this Article III may be reinstated upon approval of the Executive Committee of a new application and payment of the applicable membership fee.

Dues. The Executive Committee shall direct the terms, amounts and means of payment of membership dues. Dues for membership in the Association shall be payable upon enrollment and thereafter annually in advance of the Association’s fiscal year. The payment of such dues shall be a prerequisite for membership; provided, however, that new bar admittees accepted for membership may, at the discretion of the Executive Committee, not be required to pay the required dues during the year of admission, and, in such event, any amount paid by a new admittee shall be applied towards the new admittee’s next year’s financial obligation. The Executive Committee may modify the amounts of dues payable by a vote of at least six (6) of the members of the Executive Committee and notification of the change in dues to the membership no later than the annual membership meeting of the Association.

BOARD OF DIRECTORS

Compensation of Directors. Directors shall not receive compensation for their services in such office; provided, however, that the Board may provide for the reimbursement of reasonable expenses.

EXECUTIVE COMMITTEE

Powers of the Executive Committee. The Executive Committee is hereby created to exercise the power of the Board (to the extent allowed by the Alabama Nonprofit Corporation Law, the Certificate of Formation and these Bylaws) when the Board is not meeting. For purposes of clarity, the Executive Committee shall have control over and generally manage the affairs and business of the Association, shall determine the policies of the Association and shall, in general, assume responsibility for the direction of said policies, including the promulgation and adoption of such appropriate guidelines and regulations as it may deem necessary and proper to carry out its duties and that are not inconsistent with these Bylaws, the Certificate of Formation and the Alabama Nonprofit Corporation Law. Further, except as provided otherwise in these Bylaws, the Executive Committee may authorize any expenditures by the adoption of a budget. Notwithstanding the foregoing, the Executive Committee shall not have the power to do any of the following:

Amend or restate the Certificate of Formation;

Amend, alter or repeal these Bylaws;

Adopt a plan for the distribution in liquidation of the assets of the Association;

Effect a dissolution of the Association;

Authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association;

Adopt a plan of merger or consolidation;

Authorize the conversion of the Association into another form of entity;

Elect, appoint or remove any member of any committee or any Director or officer of the Association;

Hire or terminate the executive director of the Association, if any;

It shall not be necessary for the Board to ratify any action of the Executive Committee, so long as such committee is acting within the powers granted herein.

Number of Executive Committee Members. The Executive Committee shall be composed of eight (8) members, which shall be the then serving Ex Officio Directors of the Board. The President shall be chairman of the Executive Committee.

Resignations and Vacancies. Any Executive Committee member may resign at any time upon written notice to the Board. Any resignation shall become effective at the time or upon the happening of the condition, if any, specified therein, or, if no such condition or time is specified, upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Upon the removal of a member of the Executive Committee, the resignation or death of a member of the Executive Committee, or a declaration that a member of the Executive Committee is disqualified from service or incapable of serving, such office shall be vacant, and the number of members of the Executive Committee shall be deemed to be decreased accordingly. A person may, at any time, be designated to fill a vacancy in the Executive Committee in the same manner in which a person may initially be designated for such committee.

Meetings, Quorum and Voting. The Executive Committee shall meet quarterly during the following months of the year: January, April, August and December. Special meetings of the Executive Committee may be called by (a) the President or (b) a majority of the members of the Executive Committee. Special meetings shall be held at such time and place as may be specified in the notice of the special meeting. The first order of business of the duly appointed Executive Committee shall be the development of a proposed budget and calendar of events or agenda for the upcoming fiscal year, which shall be presented to the membership during the month of January.

A majority of the members of the Executive Committee then in office shall constitute a quorum at any meeting of the Executive Committee for the transaction of business. At all meetings of the Executive Committee, each member shall have one (1) vote. The act of a majority of the members present at any meeting at which there is a quorum shall be an act of the Executive Committee, except as may be otherwise specifically provided by the Alabama Nonprofit Corporation Law, by the Certificate of Formation or by these Bylaws. Members of the Executive Committee may participate in any meeting by means of a conference telephone or similar communications equipment so long as all persons participating at the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. Notwithstanding the absence of a quorum, the Executive Committee may nevertheless hear and review reports and conduct informal discussions regarding the business and affairs of the Association.

OFFICERS

Designated Officers. The officers of the Association will consist of the following: (a) President; (b) President-Elect; (c) Vice President; (d) Recording Secretary; (e) Corresponding Secretary; (f) Treasurer; (g) Parliamentarian; and (h) Magic City Bar Representative (collectively, the “Membership-Elected Officers”). The officers of the Association shall also include the Chairman of the Board. The Board may appoint such other officers, assistant officers and agents of the Association as it deems necessary to carry out the business of the Association. Such other officers, assistant officers and agents shall hold their offices upon such conditions and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. No provision in these Bylaws shall be deemed to change the at-will employment status of any paid officer of the Association. The enumeration herein of particular powers shall not restrict in any way the general powers and authority of the officers.

Qualifications of Officers. Any Regular Member, Judicial Council Member or Retired Member of the Association who is in good standing shall be eligible for office, except that a member seeking election to the position of President, Vice President, or President-Elect must have been in good standing for a period of at least three (3) years prior to the election and, preferably, a past officer of the Association.

Election of Officers. All officers, except the Chairman of the Board, the President, the President-Elect and the Vice President, shall be elected by the Association’s membership during the annual membership meeting. The Chairman of the Board shall be elected by the Board at its annual meeting. The President-Elect shall automatically succeed to the office of President at the expiration of the President’s term, unless the Board notifies the President-Elect to the contrary in writing prior to the annual membership meeting of the Association, in which event the new President shall be elected by the Association’s membership during the annual membership meeting. The Vice President shall automatically succeed to the office of President-Elect at the expiration of the President-Elect’s term, unless the Board notifies the Vice President to the contrary in writing prior to the annual membership meeting of the Association, in which event the new President-Elect shall be elected by the Association’s membership during the annual membership meeting. The Parliamentarian shall automatically succeed to the office of Vice President at the expiration of the Vice President's term, unless the Board notifies the Parliamentarian to the contrary in writing prior to the annual membership meeting of the Association, in which event the new Vice President shall be elected by the Association’s membership during the annual membership meeting.

Term. Except as provided in this Article VI, the term of office of each officer, excluding the Chairman of the Board, shall be one (1) year commencing January 1 of the fiscal year following the annual meeting at which such officer was elected pursuant to these Bylaws or the automatic succession of such officer to his or her position; provided, however, that the officer shall continue to serve in such office at the close of his or her term until the officer is re-elected or a successor is elected or automatically succeeds to such office. Except as provided in this Article VI, the term of office of the Chairman of the Board shall be one (1) year following the annual meeting at which such Chairman was elected pursuant to these Bylaws; provided, however, that the Chairman of the Board shall continue to serve in such office at the close of his or her term until he or she is re-elected or a successor is elected to such office. No one term of an officer shall exceed three (3) years.

Resignations and Vacancies. An officer may resign at any time by an instrument in writing to that effect submitted to the Board. Upon the removal of an officer, the resignation or death of an officer, or a declaration that an officer is disqualified from service or incapable of serving, such office shall be vacant. If the office of the President becomes vacant, the Vice President shall become President for the unexpired term and shall hold the positions and exercise the powers of both the President and Vice President for the unexpired term. If any other office becomes vacant, the Board shall appoint an eligible member to fill the office for the unexpired term, except for the position of President-Elect, Vice President or Parliamentarian, which vacancy shall be filled by special election by the membership, within sixty (60) days of said vacancy.

Removal of Membership-Elected Officers. The Membership-Elected Officers may be removed by the affirmative vote of at least two-thirds (2/3) of the entire membership at any special meeting called for that purpose whenever in the judgment of at least six (6) Board members who have signed a Petition for Removal, the best interests of the Association would be served thereby. Any such Membership-Elected Officer proposed to be removed shall be presented with a copy of said Petition for Removal containing each and every reason why said officer should be removed and shall be entitled to at least five (5) days’ notice in writing by certified mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Execution of Documents. Except as otherwise provided by law or these Bylaws, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the Association will be signed by the Treasurer and countersigned by the President. Contracts, leases, or other instruments executed in the name of and on behalf of this Association will be signed by the President and will have attached copies of the resolutions of the Board or the Executive Committee or other documentation authorizing their execution.

DUTIES OF OFFICERS

President. The President shall preside at all meetings of the Association and of the Executive Committee. Except as otherwise provided in these Bylaws, the President shall appoint the chairperson and members of all committees of the Association during his/her term as President. The President shall be an ex-officio member of all committees. The President shall supervise and superintend the performance of all activities of the Association as may be provided in these Bylaws or as may be prescribed from time to time by the Board or the Executive Committee. The President shall keep the Board and the Executive Committee duly informed, carry out each of their decisions and perform such other duties and acts as usually pertain to this office or as may be designated by the Board or the Executive Committee.

President-Elect. The President-Elect shall plan the program of the Association for his/her term as President during his/her term as President Elect, chair the Nominations Committee, preside at meetings of the Association and of the Executive Committee in the absence of the President, and perform such other duties and acts as may be designated by the President from time to time.

Vice President. The Vice President shall aid the President in the performance of the President’s responsibilities, preside at meetings of the Association and of the Executive Committee in the absence of the President and the President-Elect, and perform such other duties and acts as may be designated by the President, the Executive Committee or the Board from time to time. In case of the death, resignation, removal or disability of the President, the Vice President shall perform the duties of the President for the remainder of the President’s term or disability. The Vice President shall directly supervise and report to the Executive Committee and the Board on the activities of the Association’s committees.

Parliamentarian. The Parliamentarian shall monitor the meetings and other proceedings of the Association to assure that such proceedings are conducted pursuant to proper and acceptable parliamentary procedure pursuant to the Alabama Nonprofit Corporation Law, preside at meetings of the Association and of the Executive Committee in the absence of the President, the President-Elect and the Vice President, and perform such other duties and acts as may be designated by the President from time to time. The Parliamentarian shall have ultimate word on the propriety of a given procedure and shall, at the request of the President or any other member of the Association, clarify and resolve parliamentary disputes.

Recording Secretary. The Recording Secretary will keep minutes of all meetings of the Executive Committee and the Board and the membership business meetings; will be the custodian of the corporate records; and, generally, will perform all duties incident to the office of recording secretary and such other duties as may be required by law, by the Certificate of Formation, or by these Bylaws or which may be assigned from time to time by the Executive Committee or the Board.

Corresponding Secretary. The Corresponding Secretary shall be the liaison between the Association and its members regarding the retention and maintenance of books, records, papers and other documents in the custody of the Association. The Corresponding Secretary shall give all notices as are required by law or these Bylaws or the Executive Committee or the Board, provide correspondence and otherwise communicate with the membership as the Executive Committee or the Board so directs, and, generally, will perform all duties incident to the office of corresponding secretary and such other duties as may be required by law, by the Certificate of Formation, or by these Bylaws or which may be assigned from time to time by the Executive Committee or the Board.

Treasurer. The Treasurer shall keep an accurate record of all monies appropriated to and expended for the purpose of the Association. The Treasurer shall deposit all monies in a bank, or banks, or savings and loan association approved by the Executive Committee. The Treasurer shall monitor all accounts, reports, and documents prepared as to the Association’s funds, revenue, and expenditures, and seek to make certain that all such accounts, reports, and other documents are, at all times, accurate and correct. The Treasurer shall report on the Association’s present and projected financial condition at the annual membership meeting, and shall advise the membership as to the financial impact of any proposed action by the Association. The Treasurer shall submit to the Association, at the annual membership meeting, a report on the Association’s financial affairs and financial conditions, and shall prepare such other recommendations and special reports on financial affairs of the Association as may be requested by the President of the Association.

Magic City Bar Representative. The bylaws of the Birmingham Bar Association provide in pertinent part that the Birmingham Bar Executive Committee is comprised of: “the representative of the Magic City Bar Association, provided that said designee be a member in good standing of the Birmingham Bar Association at the time of his or her designation and that only those members of the Magic City Bar Association who are members in good standing of the Birmingham Bar Association shall be entitled to vote for said designee . . .”. The Magic City Bar Representative shall be the liaison between the MCBA and the Birmingham Bar Association and their members regarding collaboration and joint projects or efforts. The Magic City Bar Representative shall serve on the Birmingham Bar Association Executive Committee or Foundation Board; shall attend all meetings of the Birmingham Bar Executive Committee or Foundation Board; shall keep a true record of all proceedings of all meetings of the Birmingham Bar Executive Committee or Foundation Board and provide a quarterly report to the Executive Committee and Board of the MCBA of the meetings and activities of the Birmingham Bar Association; and shall perform such other duties as may be required by law, by the Certificate of Formation, or by these Bylaws or which may be assigned from time to time by the MCBA Executive Committee or Board.

The Magic City Bar Representative shall serve a two (2) year term on the Birmingham Bar Association Executive Committee at the discretion of the MCBA Board. At the end of the first year, the Magic City Bar Representative’s term on the Birmingham Bar Executive Committee shall renew for one (1) additional year, unless the MCBA Board notifies the Magic City Bar Representative to the contrary in writing prior to the annual membership meeting of the Association. Following his/her term on the Birmingham Bar Executive Committee, the Magic City Bar Representative shall serve a two (2) year term on the Birmingham Bar Foundation Board at the discretion of the MCBA Board. At the end of the first year on the Birmingham Bar Foundation Board, the Magic City Bar Representative’s term on the Birmingham Bar Foundation Board shall renew for one (1) additional year, unless the MCBA Board notifies the Magic City Bar Representative to the contrary in writing prior to the annual membership meeting of the Association.

OTHER COMMITTEES

In General. In addition to the Executive Committee, the Board may, by a resolution passed by a majority of the Directors then in office, create such committees as it may deem necessary or useful to promote the purposes and carry on the work of the Association. Each such committee shall consist of at least two (2) Directors who are elected to membership on such committee by the Board. To the extent authorized to do so in an enabling resolution, such committees may exercise the power of the Board, except that no committee shall be permitted to exercise any of the Reserved Powers. Further, the Board may by resolution create other committees not having or exercising the authority of the Board. Persons serving on such committees need not be Directors. It shall not be necessary for the Board or the Executive Committee to ratify any action of any committee, so long as the committee is acting within the powers granted herein. For purposes of clarity, this Article VIII shall not apply to the Executive Committee.

Nominations Committee. A Nominations Committee may be constituted to recommend to the Board and the membership, as applicable, those persons who should serve as Directors and officers of the Association. The President-Elect shall be the chairman of the Nominations Committee. The Nominations Committee may nominate one member in good standing for each office or position then eligible for election or appointment. Additional nominations may be offered from the floor for any office or position following the report of the Nominations Committee.

Member Relations Committee. A Member Relations Committee may be constituted to provide advice to and assist the Board and the Executive Committee as to the following matters: (1) increasing MCBA membership, (2) planning and conducting an annual scholarship banquet, if any, (3) planning and conducting membership meetings and social events, and (4) planning and conducting continuing legal education events. Members of the Member Relations Committee shall be selected from the membership of the Association by the President.

Community Relations Committee. A Community Relations Committee may be constituted to provide advice to and assist the Board and the Executive Committee as to the following matters: (1) community legal education efforts, (2) publicity for the MCBA and media relations, (3) technology and social media efforts, and (4) planning and conducting volunteer opportunities within the community. Members of the Community Relations Committee shall be selected from the membership of the Association by the President.

Professional Relations Committee. A Professional Relations Committee may be constituted to provide advice to and assist the Board and the Executive Committee as to the following matters: (1) planning and organizing liaisons with similar organizations, including, but not limited to, the Birmingham Bar Association, the National Bar Association, the Alabama Lawyers Association, and the American Bar Association, (2) researching the need for various legal practice sections within the MCBA, (3) supporting the success of member attorneys in solo, small, and large firms and other practice environments, and (4) increasing MCBA interaction with other non-legal professional groups. Members of the Professional Relations Committee shall be selected from the membership of the Association by the President.

Judicial Relations Committee. A Judicial Relations Committee may be constituted to provide advice to and assist the Board and the Executive Committee as to the following matters: (1) developing a judicial candidate survey or screening program, (2) planning and conducting a judicial symposium, (3) developing a mentoring program for newly elected or appointed judges, and (4) supporting the success of the local judiciary. Members of the Judicial Relations Committee shall be selected from the membership of the Association by the President.

Long-Range Planning Committee. A Long-Range Planning Committee may be constituted to provide advice to and assist the Board and the Executive Committee as to the following matters: (1) developing plans and proposals for the future operation and growth of the MCBA and (2) evaluating the potential need for amendments to these Bylaws. Members of the Long-Range Planning Committee shall be selected from the membership of the Association by the President.

Terms. Except as provided in this Article VIII and unless the committee shall sooner be terminated by the Board, each member of a committee shall hold office for a term ending on the date of the meeting following such member’s election or appointment; provided, however, that the member shall continue to serve in such office after such meeting until the member is re-elected or re-appointed or a successor is elected or appointed to such office.

Committee Vacancies. Any member of a committee may resign at any time upon written notice to the President. A member of a committee may be removed or may be declared disqualified to serve or incapable of serving by the person or persons who, or body which, made the initial election or selection of the members of such committee. Upon the removal of a member of a committee, the resignation or death of a member of a committee, or a declaration that a member of a committee is disqualified from service or incapable of serving, such office shall be vacant, and the number of members of the committee shall be deemed to be decreased accordingly. A person may, at any time, be elected or selected to fill a vacancy in such committee in the same manner in which a person may initially be elected or selected for such committee.

Committee Meetings and Quorum. Regular meetings of a committee shall be held at such times and places as the committee may determine. Special meetings of a committee may be called by (a) the chairman or a co-chairman of the committee, (b) any officer of the Association, or (c) a majority of the members of the committee. Special meetings shall be held at such time and place as may be specified in the notice of the special meeting. Unless otherwise provided by resolution of the Board, a majority of the whole committee shall constitute a quorum. Each committee may adopt rules for its own governance not inconsistent with the Certificate of Formation, these Bylaws or the rules adopted by the Board. If a committee does not adopt such rules, the rules applicable to the Board shall apply to the committee.

MISCELLANEOUS

Notice of Board and Committee Meetings. Notice of the time, day and place of all meetings of the Board, the Executive Committee or any other committee shall be given to all Directors or members of such committee, as applicable, in person or by telephone, regular mail, email or facsimile. If the notice is sent by regular mail, it must be deposited in the United States first class mail or with a private mail carrier for overnight delivery, postage prepaid, and addressed to the Director or committee member at his or her address, as it appears on the records of the Association, at least five (5) days before the day of the meeting. If the notice is sent by any other method or is delivered in person, the notice must be sent or delivered before the meeting.

Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the laws of the State of Alabama, the Certificate of Formation or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice.

Executive Director. The Board may appoint or employ an executive director. The compensation of the executive director, if any, shall be determined by the Board.

Books and Records. The Association will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Board meetings, committee meetings, and membership meetings. All officers and Directors, within thirty (30) days of the completion of their term, shall relinquish all records of the Association and other items of the Association in their possession. All books and records of the Association may be inspected by any member at a reasonable time upon reasonable advance notice.

Loans. The Association shall not make any loans or extensions of credit to any of its Directors, officers or members.

Amendment of Certificate of Formation. The power to alter, amend, or repeal the Certificate of Formation of the Association is vested in the membership. Such action must be taken pursuant to a resolution approved by two-thirds (2/3) of the membership.

AMENDMENT

Except as expressly provided otherwise in these Bylaws, these Bylaws may be amended or replaced by any new Bylaws by a majority vote of the members of the Association present and voting at any regular or special meeting, provided that such proposed amendment shall first have been mailed or emailed to the Board at least twenty (20) days prior to the meeting and the Corresponding Secretary, or another duly authorized officer, shall have mailed or emailed a copy of said proposal to the membership at least fourteen (14) days prior to the meeting.

Conflicts of Interest

Purpose. It is the policy of the Association that all persons who exercise substantial influence over the affairs of the Association should be free from the influence of conflicting interests when they act on behalf of the Association, and that they should act solely in the best interests of the Association, without regard to personal considerations. All transactions with persons who exercise substantial influence over the affairs of the Association shall satisfy the requirements to meet the rebuttable presumption of reasonableness under Section 4958 of the Code. This Article XI provides procedures to be observed when the Association is contemplating entering into a Transaction that might benefit the private interest of a person who exercises substantial influence over the affairs of the Association, to require the reporting of such private benefits, to address the making of compensation determinations and the receipt of gifts, and to require annual statements of compliance with this Article XI. This Article XI is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to the Association, including Section 4958 of the Code.

Definitions. For purposes of this Article XI:

A “Conflict of Interest” exists where any of the following are present:

The Association is contemplating entering into a Transaction or Compensation Arrangement with an Interested Person or a Related Person; or

The Association is contemplating entering into a Transaction in which an Interested Person’s personal interests (or those of a Related Person), or interests which the Interested Person (or a Related Person) owes to others, arise simultaneously or appear to clash with those interests of the Association.

A Conflict of Interest does not exist when the Transaction will result in benefits to an Interested Person (or a Related Person) which are also available to a large group or when the benefits are of inconsequential value. Further, a Conflict of Interest does not exist when an Interested Person votes on the election of the Interested Person or others to unpaid positions.

“Compensation Arrangement” includes direct and indirect remuneration as well as gifts or favors.

“Governing Board” means the Association’s Board, Executive Committee or other body which is considering a Transaction.

“Influential Persons” means the employees and officers of the Association and any other persons who, based on all facts and circumstances, are in a position to exercise substantial influence over the affairs of the Association. Such term does not include Interested Persons.

“Interested Person” means the persons who are members of the Governing Board.

“Related Person” means (1) an Interested Person’s spouse, siblings, ancestors, descendants, and the spouses of descendants and (2) a corporation, partnership, trust, or estate in which the Interested Person or any person described in (1) owns or will potentially own an investment or beneficial interest.

“Transaction” means a transaction, arrangement, or decision to be entered into by the Association.

Disclosure of an Interested Person’s Conflict of Interest. An Interested Person shall disclose any Conflict of Interest of the Interested Person to the Governing Board. Disclosure of the Conflict of Interest, including all material facts, shall be accomplished by written or oral notice delivered to the Governing Board at a meeting of the Governing Board. Thereafter, the Interested Person shall leave the meeting if requested to do so.

Actions for Addressing an Interested Person’s Conflict of Interest. With respect to any Conflict of Interest of an Interested Person disclosed to or identified by the Governing Board pursuant to this Article XI, the Governing Board shall take the following action:

The chairman of the Governing Board shall, if appropriate, appoint a disinterested person or committee to investigate a reasonable alternative to the Transaction;

After exercising due diligence, the Governing Board shall determine whether the Association can secure, with reasonable efforts, a more advantageous Transaction such that no Conflict of Interest is present; and

If a more advantageous Transaction cannot be secured without creating a Conflict of Interest, the Governing Board shall determine whether the Transaction is fair and reasonable to the Association, in its best interest, and for its own benefit. The Association shall thereafter make its decision as to whether to enter into the Transaction.

No Transaction between the Association and an Interested Person or a Related Person shall be either void or voidable solely because of a Conflict of Interest, if the Conflict of Interest is disclosed to the Governing Board, and the underlying Transaction is found to be fair and reasonable to the Association and in the best interest of the Association, in accordance with this Article XI.

All decisions of the Governing Board shall be taken by a majority vote of the disinterested members of the Governing Board. With respect to proceedings required by this Section 4, the minutes of meetings of the Governing Board shall contain:

The names of the Interested Persons who disclosed or otherwise were found to have a Conflict of Interest;

The nature of the Conflict of Interest;

Any action taken to determine whether the Transaction was or would be fair and reasonable to the Association and in its best interest;

The determination of the Governing Board as to whether the Transaction in fact was or would be in the best interest of the Association; and

The names of the persons who were present for discussions and votes relating to the Transaction, the content of the discussion, including any alternatives to the Transaction, and a record of any votes taken in connection with the proceedings.

Conflicts of Interest for Influential Persons. The preceding sections of this Article XI apply to Conflicts of Interest involving Interested Persons. Influential Persons shall also be subject to this Article XI as follows:

The definitions of “Conflict of Interest” and “Related Person” shall be applied by substituting “Influential Person” for “Interested Person.”

In the event that an Influential Person has a role in the contemplation of a Transaction which is a Conflict of Interest, the Influential Person shall disclose the Conflict of Interest to a supervisor who is disinterested. The Influential Person shall thereafter not be involved in the Transaction. Rules similar to those in Section 4 of this Article XI shall be applicable to the deliberations of the disinterested supervisor.

Failure to Disclose a Conflict of Interest. If the Board has reasonable cause to believe any Interested Person or Influential Person has failed to make the disclosure required by this Article XI, the Board shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. After hearing the response, if any, of the person, and after making further investigation as warranted by the circumstances, the Board shall take appropriate disciplinary and corrective action.

Annual Statements. Each year at the Board’s annual meeting, the Board shall identify the Interested Persons and the Influential Persons. Thereafter, each Interested Person and each Influential Person shall complete and affirm a statement, in the form of Exhibit A attached hereto, that such person (a) has received a copy of this Article XI; (b) has read and understands this Article XI; (c) has agreed to comply with this Article XI; and (d) understands the Association is a nonprofit organization and that, in order to maintain its tax-exempt status, the Association must engage primarily in activities which accomplish one or more of its exempt purposes.

Periodic Reviews. To ensure the Association operates in a manner consistent with its purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted by the Board. Any such review shall be conducted at or in conjunction with an annual meeting of the Board and shall address the following subjects:

whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and

whether partnerships, joint ventures, and arrangements with management organizations in which the Association participates conform to the Association’s written policies, are properly recorded, reflect reasonable investments or payments for goods and services, further the purposes of the Association, and do not result in any inurement, impermissible private benefit or in any excess benefit transaction.

When conducting the periodic reviews provided for in this Section 8, the Association may, but need not, use outside advisors. Use of outside experts shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

Whistleblower Policy

The Association will adhere to all laws and regulations that apply to it. The support of all employees, officers, and Directors is necessary to achieving compliance with various laws and regulations. The Association will not retaliate against an employee, officer, or Director who, in good faith, has made a protest as to, complained about, disclosed, or threatened to disclose some practice of the Association to a supervisor, public body, or law enforcement officer on the basis of a reasonable belief that the practice is in violation of a law, rule, or regulation or is in violation of a clear mandate of public policy. Employees, officers, and Directors are encouraged to make such protests, complaints, and disclosures within the Association prior to seeking redress outside the Association. Any employee may make such complaints in writing to such employee’s supervisor, any officer, or any Director. Any officer may make such complaints in writing to any superior officer or any Director. Any Director may make such complaints in writing to the Chairman of the Board.

Any person receiving such a complaint shall immediately report it to the Chairman of the Board (or to some other Director of the Association who is not implicated by the complaint), and the receiver of the report shall appoint a committee of three (3) Directors to investigate the complaint. The results of such investigation shall be distributed to the Board within thirty (30) days of appointment of such committee. If, given the nature of the complaint, a committee of the Board cannot be appointed, legal counsel shall be consulted and appropriate actions taken.

An employee, officer, or Director who files a complaint must be acting in good faith and must have reasonable grounds for believing the information disclosed indicates a violation of a law, rule, or regulation or is in violation of a clear mandate of public policy. Any allegations that prove not to be substantiated and which prove to have been made maliciously or with knowledge of their falsity will be subject to disciplinarycorrective action.

Document Retention Policy

Purpose. This Article XIII provides for the systematic review, retention and destruction of documents received or created by the Association in connection with the transaction of the Association’s business. This Article XIII covers all records and documents, regardless of physical form, and contains guidelines for how long certain documents should be kept and how records should be destroyed. This Article XIII is intended to ensure compliance with federal and state laws and regulations, to eliminate accidental or innocent destruction of records, and to facilitate the Association’s operations by promoting efficiency and freeing up valuable storage space.

Document Retention. The Association shall abide by the document retention time periods provided below. Documents that are not listed but are substantially similar to a document which is listed shall be retained for the length of time provided for the listed document.

Corporate Records

Certificate of Formation Permanent

Bylaws Permanent

Board and Committee Minutes Permanent

Annual Reports to Secretary of State/Attorney General Permanent

IRS Form 1023 (Application for Tax-Exempt Status) Permanent

IRS Determination Letter Permanent

State Tax Correspondence Permanent

Accounting and Corporate Tax Records

Annual Audits and Financial Statements Permanent

General Ledgers Permanent

IRS Form 990 (Tax Returns) Permanent

Business Expense Records 7 years

IRS Form 1099s 7 years

Journal Entries 7 years

Invoices 7 years

Donor Records and Acknowledgement Letters 7 years

Grant Agreements and Applications 5 years after completion

Sales Records 5 years

Bank Records

Check Registers Permanent

Bank Deposit Slips 7 years

Bank Statements and Reconciliation 7 years

Electronic Fund Transfer Documents 7 years

Petty Cash Vouchers 3 years

Cash Receipts 3 years

Credit Card Receipts 3 years

Other

Insurance Policies Permanent

Real Estate Documents Permanent

Stock and Bond Records Permanent

Contracts 7 years after completion

Leases 6 years after expiration

Correspondence 3 years

Emergency Planning. The Association’s records will be stored in a safe, secure and accessible manner. Documents and financial files that are essential to the Association’s operations during emergencies will be duplicated or backed up at least every week and maintained off site.

Document Destruction. The Association’s officers shall be responsible for implementing this Article XIII. Any documents which are due for destruction but which contain confidential or proprietary information shall be shredded. Absent legal advice to the contrary, as well as the consent of the Chairman of the Board, no documents shall be destroyed during the course of any investigation or lawsuit which involves the Association or its employees, officers, directors, or agents.

Compliance. Failure on the part of officers and employees to follow this Article XIII can result in disciplinarycorrective action. The Chairman of the Board will periodically review this Article XIII with legal counsel or the Association’s certified public accountant.

Investments

The Association shall have the right to retain all or any part of any securities or property acquired by it in any manner whatsoever and to invest and reinvest any funds held by it according to the judgment of the Board or the Executive Committee, as applicable; provided, however, that no action shall be taken by or on behalf of the Association if such action is a prohibited transaction or if it would result in the denial or loss of status as a tax-exempt organization under the provisions of Section 501(c)(3) of the Code. This Article XIV shall not be applicable to any funds which are subject to the Alabama Uniform Prudent Management of Institutional Funds Act, Sections 19-3C-1, et seq., Code of Alabama (1975), as amended.

Immunity

Statutory Immunity for Officers. Pursuant to Sections 10A-20-16.01, et seq., Code of Alabama (1975), as amended, each non-compensated officer and member of a governing body of the Association shall be immune from suit and not subject to civil liability arising from the conduct of the affairs of the Association except as follows: (a) his or her act or omission gives rise to a cause of action and amounts to willful or wanton misconduct or fraud, or gross negligence, (b) the civil action is brought by the Association, (c) the cause of action relates to a personal injury to, or death of, another person or property damage arising from an accident inflicted by the officer or Director acting within the line and scope of his or her duties, or (d) an action is brought by the Department of Examiners of Public Accounts.

Statutory Immunity for Volunteers. Pursuant to Section 6-5-336, Code of Alabama (1975), as amended, all volunteers shall be immune from civil liability on the basis of any act or omission of such volunteer resulting in damage or injury if both (a) the volunteer was acting in good faith and within the scope of such volunteer’s official functions and duties for the Association, and (b) the damage or injury was not caused by willful or wanton misconduct by such volunteer. For purposes of this Section 2, the term “volunteer” shall include all persons performing services for the Association without compensation (other than reimbursement for actual expenses incurred), and such term shall include any such person serving as a Director, officer, trustee, or direct service volunteer.

Other Statutes. If the Alabama Nonprofit Corporation Law, any successor statute thereto, or any other statute should authorize the further elimination or limitation of the liability of an officer or director of the Association, then the liability of an officer or Director of the Association shall be so eliminated or limited without any further action of this Association.

Indemnification

Definition. For purposes of this Article XVI, the term “officer” shall include current and former officers, directors, trustees, and the members of any other governing body of an entity, as well as the respective heirs, executors, and administrators of any of the foregoing.

In General. The Association intends to provide the broadest indemnification that is authorized and permitted by law to its officers. All persons covered by the immunity provisions referred to in Article XV shall receive the full benefit of those provisions.

Scope of Indemnification. The Association shall indemnify any officer of the Association and any officer of the Association who is or was serving at the request of the Association as an officer of another profit or nonprofit enterprise, against all liabilities and expenses incurred in any threatened, pending, or completed proceeding in which the person is made a party by reason of being or having been an officer, except such liabilities and expenses as are incurred because of the person’s gross negligence or gross misconduct in the performance of his or her duties. The Board is hereby empowered to cause the Association to indemnify or contract in advance to indemnify any person not otherwise specified in this Section 3.

Payment of Expenses in Advance. Unless a determination has been made that indemnification is not permissible, the Association shall make advances and reimbursements for expenses incurred in a proceeding by the persons who are indemnified in this Article XVI upon receipt of an undertaking from the person to repay the same if it is ultimately determined that the person is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of such person and shall be accepted without reference to the person’s ability to make repayment.

Indemnification Insurance. The Association may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article XVI and may also procure insurance, in such amounts as the Board may determine, on behalf of any person who is an officer of another profit or nonprofit enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from such person’s status as such, whether or not the Association would have power to indemnify such person against such liability under the provisions of this Article XVI.

Legal Determinations. Unless ordered by a court, indemnification pursuant to this Article XVI shall be made only after a determination that indemnification meets the standards set forth herein. Such determination shall be made by the Board, if a quorum can be assembled of persons who were not parties to, or who have been wholly successful with respect to, such proceeding. If a quorum cannot be assembled, or if the Board shall so direct, then the determination shall be made in a written legal opinion issued by legal counsel agreed upon by the Board and the proposed indemnitee. If the Board and the proposed indemnitee are unable to agree upon such special legal counsel, the Board and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

Amendments to Article XVI. The provisions of this Article XVI shall be applicable to all actions, claims, suits, or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification, or repeal of this Article XVI shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue, or matter in any then-pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification, or repeal.

Adopted this 20th day of December, 2018.

Eugene R. Verin, Board Chairman