MARINE AQUARIUM SOCIETIES
of NORTH AMERICA, INC. (MASNA)
Adopted September 10th, 2016
ARTICLE I: NAME OF CORPORATION
The name of the Corporation shall be Marine Aquarium Societies of North America, Inc. (MASNA), herein referred to as the “Corporation”
ARTICLE II: OFFICES
2.01: PRINCIPLE OFFICE
The principal office of the Corporation for the transaction of its business shall be located in the State of Ohio.
2.02: REGISTERED OFFICE/AGENT
The registered Office/Agent of the Corporation in the State of Ohio shall be:
Pacific Registered Agents, Inc.
545 Metroplace South, Suite 100
Dublin, Ohio 43017
until otherwise established by a vote of a majority of the Board of Directors. The registered office may be, but need not be, identical with the principal office of the Corporation.
2.03: OTHER OFFICES
The Corporation may also have offices at such other places, inside or outside the State of Ohio, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
ARTICLE III: PURPOSE
- The purposes of the Marine Aquarium Societies of North America are:
- To encourage the growth of the marine aquarium hobby (“the hobby”).
- To educate our members and the public on topics related to the care, keeping, and propagation of marine fish and invertebrates through the sponsorship of meetings, lectures, publications, websites, competitions, exhibits and other means.
- Can provide a forum for sharing resources and information among aquarium enthusiasts if requested by a club.
- To support research, education, conservation and responsible reef keeping efforts aimed at improving marine and coral reef environments.
- To involve, educate and provide scholarships for young people about marine aquariums, reef keeping, aquatic life and future marine careers.
- Through education, assistance and encouragement support the efforts to eliminate abuses in collecting and transporting marine organisms.
- To promote the growth of societies within the hobby which approve and reflect the goals of the corporation.
3.02: NONPROFIT STATUS
This Corporation is organized for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations.
All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
3.03: NON DISCRIMINATION POLICY
The Corporation shall not discriminate and admit as members, persons without regard to gender, race, gender identification, national or ethnic origin, creed or religion, or sexual orientation.
Such persons shall be entitled to all of the rights, privileges, programs and activities generally accorded or made available to members of the Corporation or groups operated by the Corporation.
ARTICLE IV: MEMBERSHIP
4.01: TYPES OF MEMBERSHIP
Members are any bona fide marine or general aquarium society who, upon application for membership, and payment of annual dues, are approved and listed as members by the Board. The Board shall allow for individual members, however a purpose of the corporation is to promote the advancement of societies within the hobby.
Membership in the Corporation shall be classified as:
- Individual Membership
- Society Membership
- Society Delegates
- Corporate Membership
- Honorary Membership
4.02: NEW MEMBERSHIP
Individuals interested in becoming a member of the Corporation shall make application on the Corporation’s official application form to any member of the Membership Committee or through the Corporation’s online form. The Corporation on an as needed basis may define new membership types.
4.03: INDIVIDUAL MEMBERSHIP
An Individual Membership is defined for one person over the age of eighteen (18). The Individual level of membership was designed for interested parties, who want to support and forward the mission, vision, and goals of the Corporation
4.04: SOCIETY MEMBERSHIP
A Society Membership is defined as any bona fide marine or general aquarium societies who, upon application for membership and payment of annual dues, are approved by the Board. Membership of a Society is at the discretion of the Board of Directors. The society level of membership was designed for local area marine aquarium societies that support the mission, vision, and goals of the Corporation.
4.04.01 SOCIETY DELEGATES
Each society member will have one delegate. Delegates are to be elected by the membership of their society according to each society’s by-laws. It is the responsibility of the member societies to inform the Secretary of the Corporation who the official delegate from each society is. Any substitution of a delegate shall be reported to the Secretary of the Corporation in writing if possible or at least via the telephone. If notice is by telephone the notice is to be given at least twenty-four hours before the general meeting by the president or secretary of the member society.
4.05: CORPORATE MEMBERSHIP
A Corporate Membership is defined as any organization that wishes to partner with or sponsor the Corporation. The membership is for companies or individuals that wish to show their support of MASNA and its membership.
4.06: HONARY MEMBERSHIP
Bestowed by the Board of Directors, this membership is granted to those persons who have made outstanding contributions to the research, education, conservation or advancement of the marine aquarium hobby.
4.07: MEMBERSHIP DUES
Annual dues are payable on the anniversary date of the original membership application. Failure to pay the yearly membership dues will result in cancellation of membership. The Board of Directors reserves the right to waive dues or issue refunds under special circumstances.
Any society joining at MACNA before the annual meeting will have voting rights immediately provided their dues are paid in full. Membership is activated at the discretion of the membership coordinator.
The Board of Directors shall set annual membership dues. This must be an adequate sum, enabling the Corporation to operate in an efficient, proper and solvent manner in the service and best interest of its membership. Dues may be adjusted as needed by the Board of Directors for the proper and efficient running of the Corporation. The membership dues may be changed once annually.
4.08: GOOD STANDING
A member is considered in good standing when the financial obligation of their type of membership has been fulfilled.
4.09: RIGHTS AND PRIVILEGES INDIVIDUAL MEMBERSHIPS
All members in good standing shall be entitled to the following:
- A copy of the bylaws.
- The right to participate in all the general activities sponsored by the Corporation
- Eligibility for appointment as a member of any committee.
- The right to nominate and vote on the election of the officers of the Corporation.
- The right to vote on issues put before the membership.
- The right to be nominated for and elected to any office of the Corporation or serve on any committee.
4.10: RIGHTS AND PRIVILEGES SOCIETY MEMBERSHIPS
All members in good standing shall be entitled to the following:
- A copy of the bylaws.
- The right to participate in all the general activities sponsored by the Corporation
- Access to society only areas of the site.
- The right of the delegate to be nominated for and elected to any office of the Corporation or to serve on any committee.
- Should a current director also be his society delegate, that person shall be entitled to one (1) vote
4.11: RIGHTS AND PRIVILEGES CORPORATE MEMBERSHIPS
All members in good standing shall be entitled to the following:
- A copy of the bylaws
- Has the right to participate in all activities of the Corporation
- Organizational and Sponsor Members will have access to a variety of products and services that enhance their ability to reach clubs, members, and aquarium professionals.
- Advertise in the Corporation’s newsletter.
- The right to participate on a committee as a volunteer
4.12: RIGHTS AND PRIVILEGES HONORARY MEMBERS
- Honorary Members have the same rights as individual memberships but are exempt from the payment of dues.
ARTICLE V: MEETINGS
At every meeting of the Board of Directors, the president of the corporation or, in the case of a vacancy in the office or absence of the president, the vice president or treasurer shall preside and the secretary, or in the absence of the secretary, any person appointed by the chairman of the meeting shall act as secretary.
5.02: REGULAR MEETINGS
Regular meetings shall be held at such time and place as may be designated by the Board of Directors. If the date fixed for any such regular meeting is a legal holiday under the laws of the State where the meeting is held, then the same shall be held on the next succeeding business day, or at such other time as may be determined by the Board of Directors. At such meetings, the Board of Directors shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given.
5.03: MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall meet at least monthly at the call of the President or by the request of two (2) board members for the conduct of the business affairs of the Corporation.
5.04: QUORUM FOR BOARD OF DIRECTOR MEETINGS
A majority of the Board members shall constitute a quorum for the conduct of the business of the Board. If a meeting of the Board of Directors fails to obtain a quorum of its members, it may adjourn until a quorum is present. The fact of the adjournment and its reason shall be noted in the meeting minutes.
5.05: SPECIAL MEEETINGS
Special meetings of the Board of Directors shall be held whenever called by the president or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone, email or in writing at least twenty-four hours, by telephone, or forty eight hours by telegram or email, or five days by mail, before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Such notice shall include an agenda of the items to be considered and the special meeting shall consider no other business.
5.06: ANNUAL MEETING
The Board of Directors must hold a general meeting annually which is open to all members of the corporation and at such meeting the election of officers is to occur. This general meeting is to be held during the MACNA conference or as determined by the Board of Directors and notice of said meeting is to be mailed to known members in good standing by the Secretary of the Corporation one month before the meeting.
5.07: NOTICES OF MEETINGS
Notices of meetings, when required, may be delivered by telephone call, fax, electronic mail, regular mail or general announcement to all members via the Corporation’s web site and shall state the place, date and time of the meeting. Date of the posting of mail (either electronic or postal) or date of announcement is regarded as the date of delivery.
5.08: CONFERENCE TELEPHONE AND COMPUTER MEETINGS
One or more persons may participate in a meeting of the Board of Directors or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The Board of Directors or a committee may conduct business via a computer network system if all parties on the Board of Directors or committee have access to said network.
5.09: ACTION BY WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of these bylaws may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to any such action, including by e-mail or facsimile. Such written consent or consents, or record thereof, shall be filed with the minutes of the next proceedings of the Board of Directors.
5.10: ELECTRONIC VOTING
Due to geographical distances of the members and Directors, it is recognized at times that physical meetings to render a vote are not possible. Voting that takes place via electronic methods, whether it be via electronic mail, Corporation website forums, fax and alike shall carry the same weight as if the vote was physically taken in person.
ARTICLE VI: BOARD OF DIRECTORS
6.01: GENERAL POWERS OF THE BOARD
There shall be a Board of Directors, each individual Director of which is an Officer of the Corporation. The Board of Directors shall be responsible for setting the overall goals and the management and operation of the Corporation. The Board of Directors shall have the authority to make and enforce rules and policies provided such rules and policies are not in direct conflict with any provision of these bylaws. Each director shall discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Corporation.
The Board of Directors has the authority to remove any committee, employee or other agent of the Corporation, either for or without cause, by a simple majority vote of the Board of Directors whenever, in the judgment of such authority, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
The Board of Directors has final authority to determine what specific charitable, philanthropic, educational or other benevolent activities, programs and facilities are funded by the corporation.
The Board of Directors may not delegate that authority to a committee. However, in reaching a decision on funding a particular activity, program or facility, the Board of Directors may rely upon advice from the general membership or a committee formed by the Board of Directors to investigate such activity.
The Corporation shall have a minimum of five (5) directors or more as determined by majority vote of the Board of Directors; collectively they shall be known as the Board of Directors.
The Board of Directors shall consist of President, Vice-President, Secretary, Treasurer, five (5) Directors or more as determined by majority vote of the Board of Directors
All Board Members must be a current member in good standing of the Corporation and at least 18 years of age. In the case of vacancies, the Board of Directors shall select new directors.
6.06: TERMS OF ELECTED OFFICERS AND DIRECTORS
Each director shall hold office for two (2) year terms and until his/her successor shall have been elected and qualified, or until his/her death, resignation, or removal. These directors will serve from January 1st to December 31st.
The candidate for President, must have served on the Board of Directors the previous year, or have served on the Board of Directors prior to being elected as an officer. If no member of the Board of Directors is able to accept the position of President, a majority Board of Directors vote will be required to accept the candidate.
Directors receive no compensation, other than reimbursement for reasonable expenses incurred by them personally in performance of their duties as directors.
If at any time, a Director serves the corporation in a way that is deemed beyond the responsibility of the office, the Board of Directors can award compensation that shall be reasonable and given in return for services actually rendered to or for the Corporation.
Any Officer or Director may resign at any time by written notice to the Board of Directors. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, or whose conduct is deemed prejudicial to the Corporation, may be removed from office by a two-thirds (2/3) vote of the Board of Directors at a meeting specifically called for such purpose; or by a two-thirds (2/3) vote of the general membership at a meeting of the members in good standing specifically called for such purpose.
In the judgment of such authority, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. No officer shall be so removed until they have been served with a written notice of the charges against them and shall have been given an opportunity to produce evidence to refute such charges.
Should any officer or director be absent from three consecutive meetings of the Board of Directors, they shall be removed without notice and or special meeting requirement.
6.10: VACANCIES ON THE BOARD OF DIRECTORS
A vacancy in the office of the President shall have the duties and responsibilities filled by the Vice President. Vacancies in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board of Directors, by the officer or committee to which the power to fill such office has been delegated, as the case may be, and if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term.
ARTICLE VII: OFFICERS
7.01: ELECTION OF OFFICERS
All officers of the Corporation are to be elected by the general membership during a vote to be held at the Annual General Meeting each year.
The elected officers of the Corporation shall take office upon January 1st of each year and shall end their term of office on December 31st of that year.
Members of the Corporation interested in running for any of the elected offices shall be encouraged to publicly announce their interest in that office when the Board of Directors has announced that nominations are open. Members may nominate themselves in writing or via electronic methods.
Voting for officer positions shall be by electronic mail and/or public forums on the Corporation’s Web Site. In the case of the Annual meeting, voting will be by show of hands from the members in attendance. Notice of a vote will be provided for ten (10) calendar days. The voting will begin on the eleventh (11th) day following announcement of the vote.
An officer shall be declared elected when at the close of voting he has a simple majority of the total votes cast. When no single candidate receives a majority of votes cast, the membership shall vote a second time upon the two candidates for the office that has received the greatest number of votes.
The President shall:
- Preside at all meetings of the Corporation and of the Board of Directors.
- See that the bylaws are enforced.
- To call such meetings as are herein provided, to have general supervision over all the affairs of the Corporation
- Appoint and remove the chair of all Committees subject to the approval of the Board of Directors.
- Appoint all committees deemed necessary in the operation of the Corporation.
- Be ex-officio member of all committees.
- Sign checks in the Treasurer’s absence, or may appoint another officer for this purpose.
- Sign, execute and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation
- Be the direct supervisor of all employees, ensuring completion of all responsibilities and approving all time sheets.
7.05: VICE PRESIDENT
The Vice President shall:
- Work closely with and assist the President in carrying out all the President’s duties and assist in organizing meetings and setting up future events
- Will act for the President in the President’s absence or at the President’s request, and step into that office in case the President’s position becomes vacant, until that Board of Directors position is filled by special election and new President is elected from the ranks of the Board of Directors.
- Will act as the President in the President’s absence as direct supervisor of all employees and contractors, ensuring completion of all responsibilities and approving all time sheets.
The Secretary shall:
- Attend all meetings of the Board of Directors and keep a full and complete record of the proceedings.
- Be the custodian of all the documents of the Corporation other than those pertaining specifically to the other offices of the Corporation.
- Countersign as Secretary of the Corporation all instruments, papers and documents when asked to do so by the Board of Directors.
- Keep all minutes available for the inspection of the Board of Directors at any of their regular business meetings and likewise available for the inspection of the members of the Corporation.
The Treasurer shall:
- Be custodian of all funds and securities of the Corporation and as such take adequate precautions to safeguard them.
- Keep a regular book of accounts of the funds and securities.
- Dispense money for the payment of bills and current expenses of the Corporation as authorized by the Board of Directors and keep the same as a part of Treasurer’s records.
- Report upon all the financial transactions of the Corporation when called upon to do so at meetings of the Board of Directors.
- Make the book of accounts of the Corporation available for inspection by the members of the Corporation at the annual general meeting. Any member can request a reasonable current update of the corporation’s finances if said request is made in writing to the treasurer and allows the treasurer thirty days to respond.
- Make the book of accounts available for inspection by any audit committee appointed by the President.
- Prepare all regulatory and tax filings as required under federal and state statutes.
There shall be five (5) Directors, who shall act as liaisons between the Board of Directors and the membership of the Corporation.
ARTICLE VIII: COMMITTEES
8.01: STANDING COMMITTEES and Employed Positions
The following shall be Standing Committees of the Corporation and MASNA Employed Positions:
- Scholarship Committee. – Whose duties shall be to promote, advice and award the annual MASNA Scholarship.
- MACNA Committee. – Whose duties shall be to act as a liaison between MASNA and theMACNA host city.
- MACNA Manager – is responsible for the planning, development, and execution of the Marine Aquarium Conference of North America (MACNA), online and onsite education events, and MACNA Committee meetings. This position reports directly to the MASNA President and the Vice President.
8.02: OTHER COMMITTEES, SUBORDINATE OFFICERS AND AGENTS
The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These additional committees shall act in an advisory capacity to the Board of Directors and shall be clearly titled as advisory committees.
The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any such officer or committee the power to appoint subordinate officers and to retain or appoint employees, other agents, or committees, and to prescribe the authority and duties of such subordinate officers, committees, employees and agents.
8.03: TERMS OF COMMITTEE CHAIRPERSONS
Chairs of all committees shall be appointed by the President, and ratified by simple majority of the Board of Directors.
If at any time a chairperson or members fails to fulfill their duties, the Board of Directors may remove such chairperson or member by a simple majority vote.
ARTICLE IX: FINANCIAL
9.01: FISCAL YEAR
The Fiscal Year of the Corporation shall begin on January 1st and end on December 31st of the calendar year.
9.02: IRS 501(C)(3) YEARLY FILING
The Finance Committee, within the 90 days of the close of the fiscal year, shall file an IRS 990 or IRS 990EZ or any equivalent form that may be designated by the IRS. This filing will be completed even if the Corporation does not exceed the maximum income limit as defined by the IRS.
The financial records of the Corporation shall be audited annually within 90 days immediately following the close of the fiscal year. The Board of Directors shall decide the method of audit and whether the audit is to be done internally or from an outside audit provider. The Treasurer shall have no input on the selection of an auditing committee or outside auditor.
Only the President, Vice President, or the Treasurer is authorized to enter into and execute any contract or other instrument in the name of, or on behalf of, the Corporation and with approval by the Board of Directors.
The directors shall not receive salaries. The provisions of Section 6.07 of Article VI are incorporated in this section to their full power and allowances.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board of Directors shall from time to time determine or as stated in these bylaws.
All checks, notes, bills of exchange, or other orders in writing, shall be signed by such person or persons as the Board of Directors may from time to time designate. If the treasurer is unavailable for any reason the Board of Directors may designate an assistant treasurer to sign checks, under the Board of Directors authorization.
9.08: CHECKS, DRAFTS OR ORDERS
The Board of Directors shall create policies and procedures for all checks, drafts or orders of payments.
The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or device for any purpose.
ARTICLE X: FIDUCIARY MATTERS
No member, officer or Director of this Corporation shall be personally liable for the debts or obligations of this Corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this Corporation unless such Director or Officer consents to acting as a guarantor by instrument specifically designed and executed for that purpose.
10.02: CONFLICT OF INTEREST
All directors are required to sign a Conflict of Interest statement annually. If a transaction is fair to the Corporation at the time it is authorized, approved or ratified, the fact that a director is directly or indirectly a party to the transaction is not grounds for invalidation of the transaction. The director must always disclose to the Board of Directors the material facts of the Director’s personal involvement in any transaction of the Corporation. In voting on such transactions, the interested Director shall be counted only for the purposes of determining a quorum, but the transaction must be approved or ratified by a vote of the majority of the disinterested directors.
10.03: PROHIBITION OF LOANS
No loans shall be made by the Corporation to any of its directors or officers.
The Corporation shall indemnify each director, officer, employee, member and volunteer of the Corporation to the fullest extent permissible under the laws of the State of Ohio, provided each such Director has acted in good faith and consistent with these bylaws and may in its discretion, purchase insurance guaranteeing its obligations hereunto. Notwithstanding anything to the contrary in this section, any action taken by a Director that is deemed to be purposely negligent, fraudulent or otherwise contrary to these bylaws, the laws of the State of Ohio and/or of the United States, shall not be indemnified. If any court on any ground shall invalidate any provision of these bylaws dealing with indemnification, then the Corporation shall nevertheless indemnify each party otherwise entitled to indemnification to the fullest extent permitted by law. Notwithstanding any other provision of these bylaws, the Corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the Corporation as an organization described in section 501(c)(3) of the Internal Revenue Code.
ARTICLE XI: 501(C)(3) LIMITATIONS
Operating as a 501(C)(3) nonprofit Corporation, the rules, requirements and language of the
Internal Revenue Code of 1986 takes precedence over any rule or bylaw in the Corporation. The following limitations are included in the original Articles of Incorporation and have been included here for clarity.
No part of the net earnings of the Corporation shall inure to any member of the Corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the Corporation, nor to any other private persons, excepting solely such reasonable compensation that the Corporation shall pay for services actually rendered to the Corporation, or allowed by the Corporation as a reasonable allowance for authorized expenditures incurred on behalf of the Corporation.
No substantial part of the activities of the Corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the Corporation shall not participate in, or intervene in (including by publication 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 Corporation shall not carry on any other activities not permitted to be carried on by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.
The Corporation shall not lend any of its assets to any officer or director of this Corporation
[unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members], or guarantee to any person the payment of a loan by an officer or director of this Corporation.
ARTICLE XII: BUSINESS OF THE CORPORATION
The bylaws may be amended at any general membership meeting provided the proposed amendment(s) has/have been reviewed and approved by the Board of Directors by majority vote. Amendments approved by the Board of Directors must be approved by a two-thirds (2/3) vote of the members in good standing, present and voting. Any proposed amendment(s) shall be made available in writing to the general membership, together with notice of the meeting at which the amendment(s) will be put to a vote.
Should any provision of these bylaws be in conflict with the Articles of Incorporation or with any requirements of the law, then the Articles of Incorporation or the law shall be deemed controlling.
The invalidity of any part of these bylaws shall not impair or affect in any manner the enforceability or affect the validity of the remaining provisions of the bylaws.
12.03: PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Newly Revised, shall be the parliamentary authority on all matters not covered by these bylaws. The rules contained in Robert’s Rules of Order, Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any policies or standing rules, or procedures that the Corporation may adopt.
Upon the time of dissolution of the Corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the Corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.