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Bylaws...

ARTICLE I: NAME

The official designation shall be THE UNIVERSITY OF CHICAGO MILITARY AFFINITY GROUP (“MAG”).

ARTICLE II: MISSION STATEMENT The MAG shall strengthen the bonds between members of the community at the University of Chicago (the “University”) interested in military matters through dialogue, advocacy, networking, mentoring and service.

ARTICLE III:  HEADQUARTERS AND GEOGRAPHIC AREAS1. Principal Office. The MAG shall initially be headquartered at the University at Alumni House, 5555 Woodlawn Avenue, Chicago, IL 60637.

1.The principal office and or other offices may be located from time to time as determined by the Board (as hereinafter defined).

2. Books and Records. The books and records of the MAG shall be kept at its headquarters or at such other place(s) as the MAG determines.

3. Geographic areas. The proposed geographical area of the MAG shall be international and national in scope with respect to MAG subchapters. This MAG geographic area shall be subject to the approval of the Alumni Office and University of Chicago Alumni Association Board of Governors (hereinafter “Board of Governors”).

ARTICLE IV: MEMBERSHIP1

. Membership at large. All alumni, University faculty, students, staff, and friends of the University are eligible for MAG participation as members at large. Registration for MAG membership at large shall conform to requirements of the Board of Governors by-laws and the MAG by-laws.

2. Other Members. Other members may be designated by the University or Board of Governors.

3. Honorary Members. Any person who has performed outstanding service to the University or University of Chicago Alumni Association (hereinafter the “Alumni Association”) may be elected an honorary member of the MAG by a majority vote of the Board of Directors (the “Board”).

All persons falling into one of the above categories are referred to herein as “Members.

ARTICLE V: MEETINGS OF THE MEMBERS

1. Annual Meeting. The annual meeting of the MAG (the “Annual Meeting”), at which the Directors (as hereinafter defined) are elected, shall take place in the spring of each year on a date, and at a location, designated by the Board. Notice of the Annual Meeting shall be sent by electronic or regular mail to all Members at least ten (10) days prior to the date of the Annual Meeting, and such notice shall contain the time, date, and a preliminary list of topics to be discussed and voted on at the Annual Meeting. Such notice shall also contain appropriate information that will enable Members to attend the Annual Meeting by means other than in-person attendance, if practicable. At the Annual Meeting, Members may propose additional topics not contained in the list of topics contained in the notice during such time as the Board takes motions from the floor.

2. Special meetings. Special meetings of the MAG (each a “Special Membership Meeting”) may be called by the President (as hereinafter defined) alone or by the concurrence of any three Directors. Notice of any Special Membership Meeting shall be sent by electronic or regular mail to all Members at least ten (10) days prior to the date of the Special Membership Meeting, and such notice shall contain the time, date, and a list of topics to be discussed and voted on at the Special Membership Meeting. Only those topics contained in the notice may be discussed and acted on at a Special Membership Meeting.

3. Voting. At the Annual Meeting or any Special Membership Meeting, Members may vote in person, by teleconference, by email, or by any other manner approved by the Board.All of the foregoing means of voting, and any other manner of voting, attendance or participation in the Annual Meeting or Special Membership Meetings, shall be deemed to constitute a “vote” or “attendance” wherever such concept is contained in these bylaws, be it by the words “vote,” “attendance,” “attend,” “presence” or similar words with like effect. The Board shall establish procedures to ensure that any item requiring the vote of the Members can be done without the physical presence of the Members, including times when confidential or “secret” ballots, such as in elections of Directors, are appropriate.

4. Quorum. At each Annual Meeting or any Special Membership Meeting, the presence of at least one-third of Members shall constitute a quorum. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.

5. Manner of Acting. Except as otherwise provided for herein, the affirmative vote of a majority of the Members in attendance shall ratify items put to a vote at such meeting.

6. Waiver of Notice. Notice of any meeting of the MAG need not be given to any person otherwise entitled thereto if waived by such person in writing or by e-mail or other means of written telecommunication before, at or after such meeting. Attendance at any meeting, except for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, shall constitute waiver of notice of such meeting.

7. Adjourned Meeting; Notice.

(a) Any Annual Meeting or Special Membership Meeting, whether or not a quorum is present may be adjourned from time to time by the vote of the majority of the Members at that meeting, but in the absence of a quorum no other business may be transacted at that meeting except as provided in Section 1 or 2, as applicable, of this Article V.

(b) When any meeting of Members, either Annual or Special, is adjourned to another time or place notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board shall set a new date for such meeting and all regular notice requirements must then be met. At any adjourned meeting the Members may transact any business which might have been transacted at the original meeting.

ARTICLE VI: MAG AND UNIVERSITY AUTHORITY

1. University’s Authority. The MAG shall report to and operate under the authority of the University through the Office of Alumni Relations and Board of Governors.

2. MAG Authority. The Board is the parent organization of all MAG subchapters.

3. Financial Obligations. Neither the MAG nor its subchapters shall incur financial obligation, except as may be permitted by the provisions of Article XIV hereof. No Member shall be responsible for the financial obligations of the MAG or any subchapter unless such Member affirmatively agrees in writing to liability for such obligation.

4. Incorporation and Tax Status. The MAG and its subchapters shall not incorporate or obtain tax-exempt status which is separate and distinct from that of the University or Board of Governors.

ARTICLE VII: MAG AND THE OFFICE OF ALUMNI RELATIONS

The MAG may request the assistance of the Office of Alumni Relations in any manner considered appropriate by the Board.

ARTICLE VIII: BOARD OF DIRECTORS

1. Powers. The Board headquartered at the University shall be the governing body of the MAG and its subchapters, and shall be responsible for programs and policy of the MAG and all subchapters. In addition to the powers delegated herein, the Board may delegate authority to the Executive Committee (as hereinafter defined) whose actions may be vacated by subsequent Board action.

2. Good Standing. All Directors must be registered Members at large in good standing as determined by University policy.

3. Total Directors. The number of Directors on the Board authorized by these by-laws shall be 10% (rounded to the nearest whole number) of the Members; provided, however, that there shall be no fewer than 3 Directors and no more than 20 Directors at any one time.Notwithstanding the foregoing, in the event that less than 10% of the Members stand for election, or are elected, as Directors, the Board shall be comprised of the number of Directors actually elected, subject to the upper and lower limits imposed by the proviso above, and such Board shall have all powers and authority to act granted in these by-laws as if it were comprised of a full 10% of the Members.

4. Initial Directors. The first set of Directors on the Board as of the commencement of the MAG as an official University affinity group shall be known as the “Initial Directors”. Initial Directors shall be proposed to and elected by the Members, which election may occur prior to formal adoption of these by-laws by the MAG and the University. Such election of Directors shall be deemed to have occurred in accordance with the terms of these by-laws regardless of whether these by-laws have been formally adopted by the MAG and approved by the University.

5. Staggering of Board Elections. One-half (or in the event there is an odd number of Initial Directors, one Director fewer than half) of the Initial Directors shall serve for a one-year term, despite the provisions of Section 8 of this Article below as to term limits. Such Directors selected to have a one-year initial term shall be selected at random from a list of all of the Initial Directors, except that any Initial Director who is also an Officer shall automatically be deemed to be in the set of Initial Directors who will serve two-year terms. Such selection of half (or one Director fewer than half in the case of an odd number of Initial Directors) will ensure an overlap of new Directors with experienced Directors for each year going forward after the first year.

6. Emeritus Directors. To recognize distinguished service to the MAG, a former Director may be elected to emeritus status (“Emeritus Directors”) by the vote of two-thirds of all Members in attendance at a meeting in which such election is put to a vote of the membership. Emeritus Directors may attend all Regular Meetings and Special Meetings, and may advise the Board on any topic discussed at such meeting, but Emeritus Directors are not authorized to vote at any Board meeting of any type. Emeritus Directors shall not count toward the Board requirements of 10% of Members or the minimum and maximum number of Directors. The presence of Emeritus Directors at Board meetings shall not count for the purpose of determining whether a quorum exists for such meeting.

7. Resignation. A Director may resign by written notice delivered to the President of the Board.

8. Term limit.

(a) Directors. Each Director shall serve for a term of two years and shall serve no more than two consecutive terms. A Director who has previously served two consecutive terms is eligible for re-election after an intervening period of at least one year as a regular Member at large.

(b) Emeritus Directors. Emeritus Directors shall be elected for a term of five (5) years, and there shall be no limit to the number of successive terms to which Emeritus Directors may be elected. Should an Emeritus Director be elected as a regular Director, such Emeritus Director’s term and status as an Emeritus Director shall terminate as of the date such Emeritus Director is installed on the Board as a regular Director. Anyone who was previously an Emeritus Director but becomes a regular Director in accordance with the preceding sentence may be elected to Emeritus Director status again after his or her service as a regular Director.

9. Interim Board Vacancies. Any vacancy on the Board may remain open until the next Board election. However, interim vacancies may be filled by a two-thirds vote of all Directors, not merely two-thirds present at any Board meeting where such vote takes place.

10. Removal. Any Director, including an Emeritus Director, may be removed as a Director for “cause” at any Regular Meeting or at any Special Meeting called for such purpose. “Cause” shall include activities which reflect adversely on the University, the MAG, the military, veterans, or the Members as determined by the Board. Removal of a Director requires a vote of two-thirds or more of the number of all Directors currently serving on the Board, not merely two-thirds of the Directors in attendance at such Special Meeting.

11. Composition. Due to the goals and basis for formation of the MAG, no more than one-third of Directors (rounded down to the nearest whole number) at any one time on the Board may be Members who are not currently on active or reserve duty in the military, veterans of military service, or in a military accession program such as ROTC or similar programs.

12. Sponsored Events. The MAG through the Board shall endeavor to sponsor no less than four events annually.

ARTICLE IX: MEETINGS OF THE BOARD

1. Notice of Board Meetings. Written, electronic or printed notices stating the place, date and hour of any regular Board meeting (each a “Regular Meeting”) shall be sent to all elected directors of the MAG (“Directors”) not less than ten (10) days before the date of the meeting.

2. Regular Meetings. Regular Meetings of the Board shall be held no less than four times a year, or as otherwise determined by the Board. Attendance at Regular Meetings shall be in person or by suitable electronic means such as teleconference, videoconference or webinar, or in a manner otherwise determined by the Board. All of the foregoing means of attendance, and any other manner of attendance or participation in meetings approved by the Board, shall be deemed to constitute “attendance” wherever such concept is contained in these bylaws, be it by the words “attendance,” “attend,” “presence” or similar words with like effect.

3. Special meetings. Special meetings of the Board (each a “Special Meeting”) may be called by the President alone or by the concurrence of any three Directors. Notice of any Special Meeting shall be sent by electronic or regular mail to all Directors at least ten (10) days prior to the date of the Special Meeting, and such notice shall contain the time, date, and a list of topics to be discussed and voted on at the Special Meeting. Only those topics contained in the notice may be discussed and acted on at a Special Meeting.

4. Voting. At any Regular Meeting or Special Meeting, a Director shall vote in person by teleconference, by email, or by any other manner approved by the Board. All of the foregoing means of voting, and any other manner of voting, in any Regular Meeting or Special Meeting, shall be deemed to constitute a “vote” wherever such concept is contained in these bylaws, be it by the words “vote,” “voting,” “ballot” or similar words with like effect. The Board shall establish procedures to ensure that any item requiring the vote of the Directors can be done without the physical presence of the Directors, including times when confidential or “secret” ballots, such as in elections of Officers, are appropriate.

5. Quorum. At each Regular Meeting or any Special Meeting, the presence of at least one-third of Directors shall constitute a quorum. The Directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Directors required to constitute a quorum.

6. Manner of Acting. Except as otherwise provided for herein, the affirmative vote of a majority of the Directors in attendance shall ratify Board actions.

7. Waiver of Notice. Notice of any meeting of the Board or of any committee of the Board need not be given to any person otherwise entitled thereto if waived by such person in writing or by e-mail or other means of written telecommunication before, at or after such meeting. Attendance at any meeting, except for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, shall constitute waiver of notice of such meeting.

8. Adjourned Meeting; Notice.

(a) Any Regular Meeting or Special Meeting, whether or not a quorum is present may be adjourned from time to time by the vote of the majority of the Directors at that meeting, but in the absence of a quorum no other business may be transacted at that meeting except as provided in Section 1 or 3, as applicable, of this Article IX. 

(b) When any meeting of Directors, either Regular or Special, is adjourned to another time or place notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board shall set a new date for such meeting and all regular notice requirements must then be met. At any adjourned meeting the Directors may transact any business which might have been transacted at the original meeting.

ARTICLE X: BOARD ELECTIONS

1. Recruiting Board Nominees. The Nominating Committee (hereinafter defined) shall recruit nominations for Directors from the current Directors, the Alumni Association, and the Members. Nominations may be solicited via the University Alumni MAG website, e-mail, and MAG or Alumni Association brochures, the University’s Alumni magazine or any other appropriate medium.

2. Director Criteria. The Nominating Committee shall consider:

(a) diverse qualities each candidate can contribute to the MAG;

(b) past activities in which a prospective nominee has participated on behalf of the MAG; and(c) such other activities or information or items related to the purposes of the MAG that it deems appropriate to consider.Undergraduate students at the University or any other educational institution are not eligible to be elected as Directors. Members need not be on active duty in the military, in the reserves or be veterans of the military to serve as Directors, subject to the limitations of Article VIII, Section 11 hereof.

3. Submission of Nominations.

(a) A Member’s interest in being nominated to be a Director shall be directed to the chairperson of the Nominating Committee by written, email or phone communication.

(i) The Nominating Committee shall provide a Candidate Information Form to each potential nominee, to be completed and returned to the Nominating Committee chairperson.

(ii) The deadline for submission of nominations shall be determined by the Nominating Committee.(

b) Approximately one month prior to the Regular Meeting that is immediately prior to the Annual Meeting, the Nominating Committee shall propose a list of candidates for election to the Board (“Candidates”). The Secretary (as hereinafter defined) shall distribute the list of Candidates to the Members to be voted on at the Annual Meeting. By proper motion at the Annual Meeting, Members may also propose as Candidates other Members not proposed by the Nominating Committee.

4. Election.

(a) Candidates shall be voted upon individually by the Members by a manner and procedure to be approved by the Board that protects the confidentiality of the Members’ votes as much as possible. Any Candidate shall be considered to have been elected as a Director upon receiving votes in favor of a simple majority of the Members in attendance at such Annual Meeting. In the event that, due to proposals from the membership at the Annual Meeting for Candidates who were not part of the list prepared by the Nominating Committee, more than the permitted number of Directors are nominated, then those Candidates receiving the highest number of votes in favor shall be elected as Directors, up to the maximum number of Directors permitted by these by-laws.

(b) Candidates elected at the Annual Meeting shall start their terms as Directors as of the Regular Meeting immediately following the Annual Meeting at which they were elected.

ARTICLE XI: DUTIES OF DIRECTORS

1. Conduct MAG Affairs. The affairs and property of the MAG, including all subchapters, shall be managed, controlled and directed by the Board. The Board shall have, and may exercise, any and all powers provided to affinity groups such as the MAG by the University or any other powers an organization such as the MAG may have under applicable law which are necessary or convenient to carry out the purposes of the MAG.

2. Attendance. Directors shall attend all regular Board meetings, as well as meetings of those committees of which they are members.

3. Participation. Directors shall participate in MAG programs and events, subject to their interests and availability.

4. Contact Information. Each Director must provide and maintain accurate contact information with the Board Secretary (as hereinafter defined) and Office of Alumni Relations.

ARTICLE XII: OFFICERS

1. Designation and Qualifications. The Board may elect one or more officers of the MAG (“Officers”) to whom it may delegate the business of the MAG. The Officers shall consist of: one President, one Vice President, one Secretary and one Comptroller. All MAG officers must have been Directors for one year in good standing prior to their election, except for the initial set of Officers, which will be elected from the Directors that serve on the Board at the adoption and approval of these bylaws.

2. Term of Office and Removal. MAG Officers shall be elected by the Board to serve for terms of two years to run concurrently with their Director terms. No Officer may continue to serve as an Officer if his or her term as Director has expired and he or she has not been re-elected or is ineligible to be re-elected in accordance with the terms of these by-laws. No officer may hold the same office for more than two consecutive two year terms.

3. Compensation. MAG Officers shall receive no compensation.

4. President. The President shall:

(a) Call and preside at meetings;

(b) Develop leadership among Directors;

(c) Encourage membership participation in the MAG;

(d) Foster cooperation between the MAG and the University Alumni office;

(e) Report the status of MAG activities at each regular Board meeting;

(f) Execute documents as authorized by the Board, as well as undertake appropriate administrative activities;

(g) Take such other actions as delegated by or determined necessary by the Board; and

(h) Represent whenever practicable the MAG at appropriate University and non-University meetings and/or events.

5. Vice President. The Vice President shall:

(a) Participate in projects as directed by the President. In the event of a vacancy in the office of President, the Vice President shall serve the remaining portion of the vacating President’s term;

(b) Take such other actions as delegated by or determined necessary by the Board; and

(c) Serve as the governing officer and MAG primary representative in the President’s absence.

6. Secretary. The Secretary shall:

(a) Attend all meetings of the Board;

(b) Prepare minutes of each Board meeting and circulate a draft of such minutes for comments within 10 days after the date of such meeting; 

(c) Create and maintain records of past meetings (including the minutes thereof), resolutions, elections, and any other event deemed important to the history and future of the MAG;

(d) Maintain a list of all current Directors with their contact information;

(e) Coordinate and transmit to the Members all communications regarding MAG governance, events, decisions or items of interest of any nature;

(f) Assist the Bylaws Committee in drafting amendments to the MAG by-laws;

(g) Take such other actions as delegated by or determined necessary by the Board; and

(h) Coordinate with the University and the Board of Governors from time to time to keep abreast of changes to the University’s or Board of Governors’ by-laws that may impact these by-laws or require changes or amendments to these by-laws.

7. Comptroller. The Comptroller shall:

(a) Create and maintain all financial records, including disbursements and accounts receivable for MAG;

(b) Provide reports as to the MAG’s financial information and status, as well as other MAG property and assets, at each regular Board meeting; and

(c) Take such other actions as delegated by or determined necessary by the Board.

8. Election of Officers. At any Regular or Special Meeting in which an Officer position is up for election, the Nominating Committee shall propose a slate of candidates for election as Officers at that meeting. Officers shall be elected by secret ballot, if practical, of a majority of the Board in attendance at such meeting. Officers shall start their terms as of the Regular Meeting immediately following the meeting at which they were elected.

9. Removal. Any Officer may be removed from office for Cause at any Regular Meeting or at any Special Meeting of the Board called for such purpose. Removal of an Officer requires a vote of two-thirds or more of the number of all Directors currently serving on the Board, not merely two-thirds of the Directors in attendance at such Regular or Special Meeting.

ARTICLE XIII: COMMITTEES

1. Committees. The Board may establish committees to assist in the governing of the organization, resolution of specific problems, address issues as they arise, and for any other purpose as the Board may deem appropriate (each a “Committee”). All MAG Committees shall be established by the Board with responsibilities as the Board may specify. All Committees shall report to the Board at Regular Meetings. Committee membership shall be open to all MAG Members at large, unless otherwise specified. Each Committee shall have a chairperson (“Committee Chairperson”) selected by the Executive Committee (as hereinafter defined), and subject to ratification by the Board, who shall be responsible for planning and directing Committee meetings and reporting progress and results back to the Board at each Board meeting. Committee Chairpersons shall also be responsible, either personally or by delegation, for keeping minutes of each meeting. All Committee Chairpersons shall be Members in good standing.

2. Standing Committees. The following Committees shall continue in existence along with the existence of the MAG (“Standing Committees”):

(a) Executive Committee. The Executive Committee shall be composed of the President, Vice President, Secretary, Comptroller and a minimum of at least 10% of the number of Directors comprising the Board as a whole, such additional Directors to be appointed to the Executive Committee by the President. In the event that the Board is comprised of too few Directors to meet the above requirements, then the Executive Committee shall be comprised of all Officers. All Directors serving on the Executive Committee shall serve a two-year term. 

(i) The Executive Committee shall have the power to transact MAG business as approved by the Board, except the Executive Committee shall not have the power to alter, amend or repeal the MAG by-laws.

(ii) The Executive Committee shall report all actions of the Executive Committee to the Board at each Regular Meeting, and thereafter a majority of Directors may vacate those actions by a vote of a simple majority of the all Directors, not merely those in attendance at such Meeting. Actions of the Executive Committee not vacated shall be deemed approved and ratified by the Board, no affirmative vote is required.

(iii) The Executive Committee shall meet prior to every meeting by any method of attendance approved by the Board in order to set the date and time of such meeting, discuss and approve the agenda for such upcoming meeting and plan for the direction and structure of such upcoming meeting.(iv) The Executive Committee may hold special meetings called by the President or at least three of the members of the Executive Committee.

(v) A quorum for an Executive Committee meeting shall be a majority of those serving on the Executive Committee.

(vi) Each Executive Committee member shall exercise one vote on each item of Executive Committee business, with a majority of members in attendance at each meeting at which a quorum exists being required to approve or reject matters brought up for a vote.

(b) Programming Committee. The Programming Committee shall: 

(i) coordinate recruitment of MAG members at large for MAG projects. The Programming Committee Chairperson shall report to the Board at each regular meeting on the activities of the Programming Committee; 

(ii) coordinate recruitment of professionals and other people of interest to the MAG from the University, alumni, or friends of the University, to participate in MAG programs and presentations;

(iii) coordinate and assist with preparation of introductions and other logistical requirements for presentations and programs; and

(iv) take such other actions or activities delegated from time to time by the Board.

(c) Membership Committee. The Membership Committee shall:

(i) affirmatively contact and recruit new MAG members, as well as provide their contact information to the MAG Secretary and Office of Alumni Relations;

(ii) identify potential leaders in other cities to establish local MAG subchapters;

(iii) recommend candidates for MAG Director positions to the Nominating Committee (as hereinafter defined); 

(iv) take such other actions or activities delegated from time to time by the Board.

(d) Bylaws Committee. The By-laws Committee shall review proposed amendments to the by-laws. Proposed changes may be presented by a Director and ratified at a meeting of the Board by a vote in favor of two-thirds or more of the total number of Directors on the Board (not merely two-thirds of the number of Directors present at such meeting). All proposed amendments approved by the Board shall then be put to a vote by the Members at the next Annual Meeting or at a Special Membership Meeting called for that purpose. The By-Laws Committee is also responsible for managing the election of the Initial Directors, for drawing the names of those Initial Directors that will serve one year terms, and for conducting the election of the first set of Officers.

(e) Nominating Committee. This committee shall submit a slate of candidates to serve as Directors. This Committee shall ensure that each nominee understands the responsibilities of Directors and consents to serve on the Board. All members of the Nominating Committee shall be Directors. This committee shall also propose candidates to fill Officer positions as they come up from time to time. Except as otherwise provided for herein, the Nominating Committee shall be responsible for conducting and tabulating the results of all elections provided for under these by-laws.

3. Ad-hoc Committees. In addition to the Standing Committees, there may be such ad-hoc committees as the Board may establish.

ARTICLE XIV: REGIONAL SUBCHAPTERS

1. Regional subchapters. The MAG enthusiastically supports regional subchapters which

(i) increase interactions between the University, MAG and Alumni Association and (ii) advance the goals of the Alumni Association and the MAG.2

. Membership. A regional MAG subchapter Member at large shall be an alumnus/alumna of the University, current or former faculty, administrator or staff with professional skills and experience.

3. Subchapter Obligations. To obtain and/or maintain official status as a MAG regional subchapter the following conditions must be met:(a) selection of a subchapter liaison who reports to the Board on a quarterly basis;(b) coordination of fund raising projects through the Alumni Office and Board;

(c) submission of names of all subchapter officers, as well as annual programming, to the MAG Board by October 1st of each calendar year; and

(d) creation and distribution of invitations, letters, announcements, or other official written documents, including stationery and websites, that are consistent with the dignity of the University and the MAG, and which include the University logo, insignia and/or name whenever appropriate. Board approval of all subchapter publications of the type described above is required prior to mailing, publishing, posting or communicating such publications in any manner.

4. Compliance with by-laws. Each subchapter shall comply with the MAG by-laws as described herein.

ARTICLE XV: INDEMNIFICATION

1. Indemnification of Directors and Officers. The University shall to the fullest extent possible under applicable law, 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, by reason of the fact that he or she is or was a Director or Officer of the MAG, including a Director or Officer of any regional subchapter, against all judgments, fines, reasonable expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

2. Contract with University. These MAG by-laws comprise a binding enforceable contract between the University and each MAG Director or Officer who serves in any capacity at any time while these bylaws are in effect. These Directors and Officers shall include those of international and regional subchapters who comply with the conditions for subchapters recited within these by-laws. Repeal or modification of this Article XV shall not affect any rights or obligations with respect to any occurrences existing prior to this repeal or modification, or any action, suit or proceeding subsequently brought or threatened based in whole or in part upon such previously existing occurrence.

3. Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the University in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount, unless it shall ultimately be determined that such Director or Officer is entitled to be indemnified by the University as authorized by this Article XV.

4. Insurance against Liability. The MAG may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the MAG, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the MAG would have the power to indemnify such person against such liability under the provisions of these by-laws. Such insurance, if any, would be in addition to the coverage provided to Directors and Officers under the University’s policy.

5. Other Rights of Indemnification. The indemnification provided or permitted by this Article XV shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executor and administrators of such person, but only with respect to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executor and administrators of such person, but only with respect to conduct occurring while serving or in connection with such person’s service as a Director or Officer hereunder.

ARTICLE XVI: OTHER PROVISIONS

1. Contracts. The Board may authorize any one or more officers of the MAG to enter into any contract or execute and deliver any instrument in the name of and on behalf of the MAG, but such authority shall be confined to specific instances.2. Fiscal Year. For accounting and related purposes the fiscal year of the MAG shall begin on the first day of July and end on the last day of June in each year.3. Notification. Notices required or permitted by these by-laws, including mandatory notices of special and standing committees may be given by telephone, personal service, written communication, electronic mail or U.S. postal mail directed to the intended person at the address appearing on the MAG records.