Bylaws

 

 

BY-LAWS OF THE
US 24 Meter Class Association, Inc
A Delaware 501(c)(3) Corporation

ARTICLE I
NAME & RESPONSIBILITIES

Section 1: The name of the Corporation shall be US 24 Meter Class Association, Inc., a Delaware nonstock corporation.

Section 2: The US 24 Meter Class Association (referred to as NCA) shall be responsible for the affairs of the Class as granted by the International 2.4mR Class Association (referred to as the ICA), with the purpose of promoting sailing education, community recreation, and competitive sailing for the 2.4mR class, consistent with charitable and educational objectives under Section 501(c)(3) of the Internal Revenue Code

Section 3: The NCA shall not be responsible for debts incurred by its officers, members or fleets. The NCA shall not engage in activities resulting in private inurement to any individual, including officers, members, or fleets, as prohibited by Section 501(c)(3).

ARTICLE II
PRINCIPAL OFFICE

The Principal Office of the Corporation shall be at such location and place within or without the State of Delaware as the Board of Directors (formerly Executive Committee see below) may from time to time designate, with notice filed as required by Delaware law.

ARTICLE III
SEAL

The Corporate Seal shall bear the name of the Corporation, ‘US 24 Meter Class Association, Inc.,’ and may include the words ‘Delaware’ and ‘nonstock corporation,’ as determined by the Board of Directors.”

ARTICLE IV
MEMBERSHIP

Section 1. Classes of Membership shall be as follows, with dues as stated. Dues may be adjusted from time as deemed necessary by the Board of Directors(Board herein). Membership will be required to sail in class sanctioned events in the United States proper, including protected territories.  Any outside sailor may join the US NCA if not a member of another 2.4mR NCA.  

Organizations – $ 250/annum
Gold Members $250/first year, $150/thereafter each year
Regular Members $75/annum
Junior Member $35/annum
Temporary Members $25/regatta

Gold Members. Members will be entitled to register as many boats as they own as well as choosing their own sail number(s), after approval from the Board.

Regular Members. Members will be entitled to register one (1) boat for their annual dues, and pay a fee of $25 per additional boat.

Junior Members. Members are defined as under the age of thirty years, in an effort to encourage younger members to join.

Temporary Members. The fee of $25 will entitle these members to compete in any one regatta. At the discretion of the Board, this fee may be applied toward any of the other memberships, if the Temporary Member chooses to join the Class within 30 days of having competed in a regatta. This is a one time use only.

Section 2. Organizations. Organizations are defined as operations that own  2.4mR sailboat(s) as part of their mission and actively send their sailors to racing events. Any organization not owning but involved with 2.4mR racing is encouraged to support the class in any way possible, including financially.   Individual sailors from an organization are not included as class members under an organization’s membership.

Section 3. Dues. Annual dues shall be payable by March 1st, and there will be a $20 penalty for any member not paid by that date.

Section 4. Voting Rights. Gold and Regular Members in good standing will have voting rights, exercisable in person or by proxy, to further the NCA’s exempt purposes.

Section 5. Registration. It shall be the responsibility of each 2.4mR owner to register their boat with the NCA. 

Section 6. Sail Numbers. Sail numbers will be assigned in accordance with the hull’s assigned WS number. All previously assigned sail numbers through 199, are grandfathered to remain usable. Gold members will have the option of choosing personal numbers, which they may retain as long as they maintain their Gold Membership.  Gold member numbers must be reviewed by the Board  before being assigned.  

Section 7. Responsibilities of Members. Members will be responsible to pay for any fees related to measuring the vessels that they own and wish to register with the Class. Owners are responsible for their vessels to comply with these Bylaws and 2.4 ICA Class Rules.

Section 8: Anti-discrimination. Membership shall not discriminate based on race, color, religion, sex, national origin, or disability, consistent with federal law and 501(c)(3) nondiscrimination requirements.

Section 9. Inurement. Membership and dues are established to support the NCA’s charitable and educational purposes under Section 501(c)(3), and no part of the net earnings shall inure to the benefit of any private individual.

ARTICLE V
BOARD OF DIRECTORS

Section 1. General Powers. The business, property and affairs of the Corporation shall be managed and its corporate powers exercised by the Board . The Board shall not amend or modify the Certificate of Incorporation (formerly Articles of Incorporation) or these Bylaws without a majority vote of the membership, except as permitted by Delaware law and IRS requirements for 501(c)(3) status..

Section 2. Members of the Board of Directors. The Board of Directors shall consist of the elected officers (as defined in Article VI) and up to three additional individuals appointed to special positions, such as Technical Advisor and a Regatta Chair, to support the NCA’s exempt purposes

ARTICLE VI
OFFICERS

Section 1. Officers. The Officers of the Corporation shall be a President, one or more Vice Presidents, a Class Measurer, a Secretary, a Treasurer, a Technical Advisor, and a Regatta Chair. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority to perform the duties prescribed, from time to time by the Board, or the President. Any two or more offices may be held by the same person, with the exception of the President.

Section 2. Term of Office. Officers shall serve terms commencing at the Annual Meeting and continuing for two years, or until their successors are elected or appointed, subject to Delaware law and IRS requirements.. Upon the second anniversary of their election or appointment respective successors will be elected. An officer may resign by written notice to the Corporation and the resignation shall be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation. The Board of Directors shall have the power to fill any vacancies in any office occurring for whatever reason.

Section 3. Compensation. Officers shall serve without compensation, except for reimbursement of expenses directly related to the NCA’s exempt purposes, as approved by the Board, to ensure compliance with Section 501(c)(3) prohibitions on private inurement.

Section 4. Removal. Any Officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be best served.

Section 5. President. The President shall be the principal executive officer of the Corporation. He/she shall be in charge of the business and affairs of the Corporation; he/she shall see that the resolutions and directives of the Board are carried into effect, except in those instances in which responsibility is assigned to some other person by the Board.

Section 6. Vice President. In the absence or disability of the President the Vice President shall perform the duties and exercise the powers of the President and shall perform such other duties as prescribed by the President and/or the Board.

Section 7. Secretary. The Secretary shall attend all meetings of the Board and record all votes and the minutes of all proceedings. He/She shall give, or cause to be given, notice of all meetings of the Board for which notice may be required, and shall perform such duties as may be prescribed by the Board or the President, under whose supervision he/she shall act.

Section 8. Treasurer. The Treasurer shall cause the funds of the Corporation to be maintained at his/her direction and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board or the President. He/She shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the Board or the President, taking proper vouchers for such disbursements, and shall render to the President and the Board, at all regular meetings of the Board, or whenever they may require it, an account of all his/her transactions as treasurer of the Corporation.

Section 9. Class Measurer. The Class Measurer shall be responsible for obtaining, publishing, and enforcing the Class Rules, the measurement requirements for National Championships and conformity to the rules of the International 2.4mR Class. The Class Measurer will be responsible for maintaining records and providing certificates for boats in the Class that conform to Class Rules. Measuring services of the class measurer performed outside of the requirements of a sanctioned regatta, are subjectable to associated costs and fees.    

Section 10. Technical advisor. The technical advisor will advise the class in areas of the physical boat and equipment areas, including but not limited to, design advancements, electronic devices, boat measurement, sails, mast and other technical specifications directly relating to the International and One design 2.4mR class rules.  

Section 11. Regatta Chair. The Regatta Chair shall be responsible for coordinating and acting as liaison between the Class and yacht or sailing clubs hosting Class regattas.

Section 12. Attendance and Participation. The Corporation’s officers shall attend and participate in all meetings of the Board.

Section 13. Fiduciary Duties. Officers and directors must act in good faith and in the best interests of the Corporation, consistent with Delaware fiduciary duties under DGCL Section 141 and 501(c)(3) obligations.

ARTICLE VII
COMMITTEES

Section 1. Committees. The Board , by resolution adopted by a majority of members then in office, or in the absence thereof, by the President, by declaration, may designate one or more committees, each of which shall consist of one or more of the Board, subject to Delaware law and IRS restrictions on private inurement and political activity. The committees, to the extent provided in said resolution or declaration, and not restricted by law, shall have and exercise the authority and act on behalf of the Board in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, or any individual member, of any responsibility imposed upon it or him/her by law.

Section 2. Term of Office. Each member of a committee shall have a term for one year coinciding with the applicable calendar year and shall continue as such until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof, or unless such member shall resign from the committee.

Section 3. Chairman. One member of each committee shall be appointed Chair.

Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5. Quorum. Unless otherwise provided in the resolution of the Board  or declaration designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the committee.

Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Section 7. Nominating Committee. The Nominating Committee shall be authorized to solicit and to make
Nominations for the election of Officers from the record of Gold and Regular members and shall ensure nominations align with the NCA’s charitable and educational mission, promoting diversity and interest in the 2.4mR class, consistent with 501(c)(3) nondiscrimination requirements..

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

Section 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact
that he/she is or was an Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as an Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit, or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.

Section 2. The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was an Officer, employee, or
agent of the Corporation, or is or was serving at the request of the Corporation as a Trustee, Officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3. To the extent that an Officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VIII, or in the defense of any claim, issue or matter therein, he/she shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith.

Section 4. Any indemnification under Sections 12 and 2 of this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VIII. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested members of the Board of Directors so directs, by independent legal counsel in a written opinion.

Section 5. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 6. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Officers, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 7. The Corporation may purchase and maintain insurance on behalf of any person who is or was an Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as an Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article VIII.

Section 8. Notwithstanding anything herein to the contrary, the obligation of the Corporation to indemnify any person shall in all events be limited so that no obligation of indemnification shall exist to the extent that nay such obligation would give rise to an act of self-dealing by a disqualified person or constitute a
taxable expenditure by the Corporation under applicable United States Internal Revenue Laws as now exists or as may hereafter be amended.

ARTICLE IX
FLEETS

Section 1. Each fleet will require a minimum of five (5) boats, owned by a minimum of four registered NCA members.

Section 2. Each fleet shall be permitted to establish local rules and regulations on matters within its own jurisdiction, but these rules and regulations may not be contrary to these Bylaws.

Section 3. Each fleet shall be responsible for providing and administering its own local races.

Section 4. Each fleet will hold its own Annual Meeting, and forward a copy of its minutes to the NCA Secretary. In addition, each fleet will promptly advise the Secretary of the NCA of its election results.

Section 5. Each fleet shall be responsible for maintaining a roster of its members and members’ boats. Each fleet shall file its roster in January of each year with the NCA, and any members and/or boats entering a fleet after January will be registered with the NCA on a timely basis.

ARTICLE X
MEASUREMENT

Section 1. All boats shall conform to Class By-Laws and Class Rules. Should an Active Member wish to protest the validity of a boat, a request for re-measurement shall be sent to the Class Measurer together with the agreed fee to cover the cost of re-measurement. An official measurer shall then be authorized by the Chief Measurer to carry out the re-measurement. The completed measurement documents shall then be forwarded to the Chief Measurer for a decision. If the boat is found to be not valid after re-measurement, the measurement fee shall be assessed to its owner.

Section 2. An event measurer shall report any deviation from the Class Rules to the Chief Measurer and the Member.

Section 3. When the deviation is corrected, an Owner shall have the boat re-measured.

Section 4. If the deviation is not corrected, the Chief Measurer or event measurer may either apply a penalty weight or issue a Notice of Non-Compliance. Boats that have been issued a Notice of Non-Compliance shall not be allowed to compete in Sanctioned or Championship Events.

Section 5. A Notice of Non-Compliance may be appealed to the Technical Committee.

ARTICLE XI
RACING

Section 1. Racing Management. Events shall be managed in accordance with the US Race Management Manual.

Section 2. Sanctioned Events. The NCA shall have the power to sanction any 2.4mR championship series or race which is open to members of more than one fleet and when the series or race is a perpetual, semi-perpetual or open trophy. The NCA may grant the right or sanction a national or district championship to the ICA. Sanction may be withdrawn in the event that adequate cause for such withdrawal exists. If an event has been granted sanction for two (2) consecutive years there shall be no need to reapply for sanction. However, if an event has lapsed for two (2) or more years an application must be made for sanction.

Section 3. Regulations that Apply at Sanctioned Events.

  • Eligibility to race in a sanctioned event requires that the Skipper be a member (either Gold, Regular or Temporary) of the US 2.4mR Class Association or another country’s NCA.
  • The vessel being sailed must be currently registered with the NCA of sanctioning the event, another country’s NCA or the ICA.
  • In the event that the boat is owned by a member of a foreign NCA, it must have a valid and current registration with the home country’s NCA.
  • Unless chartered, a boat shall display the NCA assigned sail number of its owner. Any chartered boats may display a number other than her assigned number only if it does not conflict with that of another vessel entered in the event.
  • The Principal Race Officer for all sanctioned events and the International Jury for the World Championship shall be approved by the sanctioning authority. The sanctioning authority shall approve the sailing instructions and notice of race for all sanctioned events.

Section 4. Championship Events.

  • Each year the sanctioning authority shall set dates, with approximately six month’s prior notice, for the National Championship. If any special events, such as mid-winter championships, are initiated by the NCA, these shall have a minimum of four months prior notice..
  • Fleet Championships shall be set by fleet officers. The NCA may set limits on the number of qualified entries in any sanctioned event.

Section 5. Scoring.

  • Sanctioned events may use the Low Point Scoring System per RRS, but a series combining individual events may use high point scoring to encourage stronger fleet participation.  
  • At Sanctioned events, the minimum number of completed races shall be three (3).
  • At Sanctioned events, after six(6) races are completed, a boat’s worst worst score shall be excluded.   

Section 6. Additional Sanctioned Regatta rules.

  • Minimum wind conditions, four(4) knots of breeze at the warning signal at both the starting line and the first mark, sustained for five minutes.

ARTICLE XII
APPEALS

Section 1.

  • Appeals of any measurement decisions concerning the By-Laws and Class Rules may be taken to the Technical Committee
  • Any appeal must be filed within two weeks of the event of notification of the decision to be appealed.
  • The appeal must be typewritten and include references to articles, paragraphs or rules on which the appeal is based. The name and address of the Race Committee and/or Measurer must be included.
  • The Technical Advisor shall issue instructions on procedure and shall fix limits for the filing of answers and other information. Those failing to comply with such instructions may forfeit the right to be heard.
  • In deciding any question, the spirit and intended meaning shall be considered rather than any technical misconstruction that might be derived from the wording. Precedent and established policies of the NCA shall also be taken into consideration. All rulings of the Technical Committee shall be preserved for future reference.

ARTICLE XIII
Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board. Books and records shall be maintained to demonstrate compliance with Section 501(c)(3) purposes and shall be available for IRS inspection upon request.

Article XIV
Meetings

Section 1. Annual Meeting of Members. An Annual Meeting of the Members shall be held each year before April 30 through a virtual platform or at a place determined by the Board of Directors or the President.

Section 2. Special Meeting of the Board of Directors. Special meetings shall be held when directed by the President or by the Board of Directors or when requested in writing by the members representing a majority of those members entitled to vote at any such meeting.

Section 3. Notice. Written notice of the time, date, and place of each meeting of the Members or of the Board of Directors shall be e-mailed by the Secretary at least ten days prior to the date fixed for the holding of any such meeting. The notice of any meeting of the members shall be e-mailed to each Member of this Corporation qualified to participate and vote at the scheduled meeting. The notice of any meeting of the Board of Directors shall be e-mailed to each member of the Board of Directors
.
Section 4. Waiver of Notice. Notice of the time, date, and place of any meeting of the Members or of the Board of Directors may be waived by writing either before or after such meeting has been held.

Section 5. Quorum. The presence in person or by proxy of the Members representing fifty one percent of the members of this Corporation qualified to participate and vote at the particular meeting shall constitute a
quorum at any meeting of the Members. The presence in person of a majority of the members of the Board of Directors including the President, shall constitute a quorum of any meeting of the Board of Directors, notwithstanding anything to the contrary contained in these Bylaws.

Section 6. Members Qualified to Participate and Vote. Each person who is a paid member of this Corporation as of the record date prior to the date of any scheduled meeting of the Members shall be entitled to notice of such meeting and shall be entitled to participate at such meeting. Each Member entitled to notice of any scheduled meeting of the members is entitled to participate at such meeting, shall also be entitled to one vote in person or by proxy on each matter properly submitted to a vote by the members.

Section 7. Proxies. At any meeting of the Members, any Member qualified to participate and vote at such meeting may be represented and vote by proxy appointed by an instrument in writing, which may include email. All proxies must be filed with the Corporate before they shall be considered valid for the purpose of voting at any meeting.

Section 8. Record of Members. The books or records containing the names of the Members of this Corporation as of any given date shall be produced at any meeting of the members upon the request of any member. Said books or records shall be controlling in any controversy concerning the right of any member to participate and vote at any meeting of the members or concerning the number of members necessary to constitute a quorum at any such meeting.

Section 11. Validation. When a majority of the members entitled to participate and vote at any meeting of the members shall be present at any such meeting, however called or notified, or shall sign a written consent authorizing action taken or to be taken, such meeting or consent shall be as valid as if legally called and
notified.

ARTICLE XV
FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by resolution of the Board of Directors.

Article XVI
PRIVACY POLICY

Section 1: Data Collection & Use
The Corporation may collect personal information from members, including names, contact details, and other relevant data necessary for club operations. This information shall only be used for official club purposes, such as communication, event planning, and membership management.

Section 2: Data Sharing Restrictions
Member information shall not be shared with third parties without explicit consent, except as required by law. Officers and directors shall ensure that personal data remains confidential and is not used for personal or commercial gain.

Section 3: Member Rights
Members have the right to request access to their personal data, request corrections, or request the deletion of their data where legally permissible. The Corporation shall establish a process for handling such requests in a timely manner.

Section 4: Data Security Measures
The Corporation shall implement reasonable security measures to protect member data from unauthorized access, loss, or misuse.

Section 5: Restrictions on Use
Membership lists shall not be used for non-club purposes, including solicitation or marketing, unless explicitly authorized by the Board of Directors. Any misuse of member information may result in disciplinary action.

Article XVII
CONFLICT OF INTEREST POLICY

Section 1: General Statement
All officers, directors, and key personnel must disclose any actual or potential conflicts of interest that may impact their duties within the Corporation.

Section 2: Prohibited Transactions
No officer or director may engage in financial transactions with the Corporation that result in personal gain unless explicitly approved by the Board and in compliance with applicable laws.

Section 3: Recusal from Decision-Making
Any officer or director with a conflict of interest must recuse themselves from discussions and votes related to the matter in question.

Section 4: Annual Disclosure
Officers and directors shall complete an annual conflict-of-interest disclosure form to ensure transparency and adherence to ethical standards.

ARTICLE XVIII
AMENDMENTS

The By-Laws may be amended by the following procedure:

  • Amendments may be proposed by a Standing Committee or by proposal from a fleet. In such a case, the proposal must have been approved by two-thirds of the members present at a fleet meeting, where advance notice of said meeting was provided to all of the respective fleet’s voting members.
  • The proposed amendment must be received at the address of the NCA.
  • When Amendments are requested via the mail, the Class Secretary shall inform all Active Members of the proposed amendment within 60 days by newsletter, special mailing or electronic means, and providing the deadline by which votes must be received. Approval of any amendment shall require a two-thirds vote received either in hard copy or electronic form by the published deadline date.
  • When Amendments are proposed at the Annual Meeting, the proposed amendment must be received at the address of the Class Association at least 60 days in advance of the scheduled Annual Meeting to be included in the Agenda.
  • The proposed amendment must then be forwarded to active members within 30 days prior to the Annual Meeting.
  • The amendment must be approved by a two-thirds vote of the active members either in person or by proxy.
  • Results of the balloting shall be printed in the next newsletter or in hard copy and/or electronic means to the membership

Exceptions to this procedure may be considered on a case by case basis by the Board of Directors with the consent of the membership.

Amendments must not conflict with Delaware law, the Certificate of Incorporation, or IRS requirements for 501(c)(3) status, including prohibitions on private inurement, political activity, and dissolution restrictions.

ARTICLE XIX
POLICIES

The Corporation shall adopt such Policies as shall be determined by the Board of Directors, each of which shall have the force and effect of these Bylaws. The interpretation, effectuation and enforcement of all adopted policies shall be at the discretion of the Board, the President, or to a designated Committee
or Committee Chairman, as appropriate. The membership will then be notified of any such policy implementation.