BYLAWS
OF
THE SAN DIEGO INTELLECTUAL PROPERTY LAW
ASSOCIATION
(A
CALIFORNIA NONPROFIT MUTUAL
BENEFIT CORPORATION WITH MEMBERS)
BYLAWS
OF
the SAN DIEGO INTELLECTUAL PROPERTY LAW ASSOCIATION
(A CALIFORNIA
NONPROFIT mutual
BENEFIT CORPORATION WITH MEMBERS)
Section 1. Principal Office. The principal office of the corporation shall be located at such place as the Board of Directors may from time to time authorize. If the principal office is located outside the State of California, and the corporation has one or more offices in the State of California, the Board of Directors shall fix and designate a principal office in the State of California.
Section 2. Other Offices. Additional offices of the corporation shall be located at such place or places, within or outside the State of California, as the Board of Directors may from time to time authorize.
Section 3. Corporate Seal. If the Board of Directors adopts a corporate seal such seal shall have inscribed thereon the name of the corporation and the state and date of its incorporation. If and when a seal is adopted by the Board of Directors, such seal may be engraved, lithographed, printed, stamped, impressed upon or affixed to any contract, conveyance or other instrument executed by the corporation.
ARTICLE III
MEMBERS’ MEETINGS AND VOTING RIGHTS
Section 4. Place of Meetings. Meetings of members shall be held at the principal office of the corporation, or at any other place, within or outside the State of California, which may be fixed either by the Board of Directors or by the written consent of all persons entitled to vote at such meeting, given either before or after the meeting and filed with the Secretary of the corporation.
Section 5. Annual Meetings. The Association Year shall run from August 1 to July 31 of the following year. Annual meetings of the corporation shall be held at such time prior to August 1st of each year as may be selected by the Board of Directors. At such regular meeting, directors shall be selected and any other business may be transacted which may properly come before the meeting.
Section 6. Postponement of Annual Meeting. The Board of Directors and the President shall each have authority to postpone to a later date and/or time the regular meeting of members.
(a) Special meetings of the members for any purpose or purposes may be called by any three (3) members of the Board of Directors, the President or the Vice-President if the President is unavailable. In addition, Special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the Active Members.
(b) Upon written request to the Chairman of the Board of Directors, the President, any vice president or the Secretary of the corporation by any person or persons (other than the Board of Directors) entitled to call a special meeting of the members, such officer forthwith shall cause notice to be given to the members entitled to vote that a meeting will be held at a time fixed by the Board of Directors, such time to be not less than thirty-five (35) nor more than ninety (90) days after receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the person or persons calling the meeting may give notice thereof in the manner provided by law or in these bylaws. Nothing contained in this Section shall be construed as limiting, fixing or affecting the time or date when a meeting of members called by action of the Board of Directors may be held.
Section 8. Notice of Meetings. Except as otherwise may be required by law and subject to subsection (b) of Section 7 of these bylaws, written notice of each meeting of members shall be given to each member entitled to vote at that meeting (see Section 15 of these bylaws), by the Secretary, assistant secretary or other person charged with that duty, not less than ten (10) nor more than ninety (90) days before such meeting; provided, however, that any notice which is given by mail and is not mailed by first-class, registered or certified mail shall be given not less than twenty (20) days before such meeting.
Notice of any meeting of members shall state the date, place and hour of the meeting, and:
(a) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted at such meeting;
(b) in the case of a regular meeting, the general nature of matters which the Board of Directors, at the time the notice is given, intends to present for action by the members;
(c) in the case of any meeting at which directors are to be selected, the names of all those who are nominees at the time the notice is given; and
(d) in the case of any meeting, if action is to be taken on any of the following proposals, the general nature of such proposal:
(i) a proposal to approve a transaction within the provisions of California Corporations Code Section 7222 (relating to removal of directors without cause);
(ii) a proposal to approve a transaction within the provisions of California Corporations Code Section 7224 (relating to filling vacancies on the Board of Directors);
(iii) a proposal to approve a transaction within the provisions of California Corporations Code Section 902 (relating to amending the Articles of Incorporation of the corporation);
(iv) a proposal to approve a transaction within the provisions of California Corporations Code Section 8610 (relating to winding up and dissolution).
At a special meeting of members, notice of which has been given in accordance with this Section, action may not be taken with respect to business the general nature of which has not been stated in such notice. At a regular meeting of members, action may be taken with respect to business stated in the notice of such meeting, given in accordance with this Section, and, subject to subsection (d) above, with respect to any other business which may properly come before the meeting.
Section 9. Manner of Giving Notice. Notice of any meeting of members shall be given either personally or by mail or telegraphic or other written communication, including without limitation by electronic means such as email, addressed to the member at the address of that member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that member by mail or telegraphic or other written communication at the corporation’s principal office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.
If any notice addressed to a member at the address of that member appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the member at that address, all future notices shall be deemed to have been duly given without further mailing if these shall be available to the member on written demand by the member at the principal office of the corporation for a period of one (1) year from the date of the giving of the notice.
Section 10.
Quorum and Transaction of Business.
(a) At any meeting of the members, the number of Active Members represented in person or by proxy at such meeting, shall constitute a quorum. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless the vote of a greater number is required by law or by the Articles of Incorporation, and except as provided in subsection (b) below; provided, however, that at any meeting with a quorum of less than one-third (1/3) of the voting power, in person or by proxy, then the only matters that may be voted upon at such meeting are matters notice the general nature of which was given pursuant to Section 8.
(b) 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, provided that any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
(c) In the absence of a quorum, no business other than adjournment may be transacted, except as described in subsection (b) above.
Section 11. Adjournment and Notice of Adjourned Meetings. Any meeting of members may be adjourned from time to time, whether or not a quorum is present, by the affirmative vote of a majority of votes represented at such meeting either in person or by proxy.
In the event any meeting is adjourned, it shall not be necessary to give notice of the time and place of such adjourned meeting pursuant to Sections 8 and 9 of these bylaws; provided that if any of the following three events occur, such notice must be given:
(i) announcement of the adjourned meeting’s time and place is not made at the original meeting which it continues; or
(ii) such meeting is adjourned for more than forty-five (45) days from the date set for the original meeting; or
(iii) a new record date is fixed for the adjourned meeting.
At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.
Section 12.
Waiver of Notice, Consent to Meeting or Approval of Minutes.
(a) Subject to subsection (b) below, the transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof.
(b) A waiver of notice, consent to the holding of a meeting or approval of the minutes of a meeting need not specify the business transacted or to be transacted at nor the purpose of the meeting; provided that in the case of proposals described in subsection (d) of Section 8 of these bylaws, the general nature of such proposals must be described in any such waiver and such proposals can only be approved by waiver of notice, not by consent to holding of the meeting or approval of the minutes.
(c) All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(d) A person’s attendance at a meeting shall constitute waiver of notice of and presence at such meeting, except when such person objects at the beginning of the meeting to transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters which are required by law or these bylaws to be in such notice (including those matters described in subsection (d) of Section 8 of these bylaws), but are not so included if such person expressly objects to consideration of such matter or matters at any time during the meeting.
Section 13.
Action by Written Consent Without a Meeting.
(a) Any action (including election of directors) which may be taken at any meeting of the members may be taken without a meeting as provided in this Section if the corporation distributes (in a manner consistent with Section 9 of these bylaws) to every member entitled to vote on such action a written ballot which complies with subsection (c) below.
(b) Action by written ballot pursuant to this Section shall be valid when, and only when, the number of votes cast by ballot equals or exceeds the quorum which would be required to be represented at a meeting authorizing the action and the number of votes in favor of the action equals or exceeds the number of votes which would be required to approve the action at a meeting at which the total number of votes cast was the same as the total number of votes cast by ballot.
(c) Every written ballot distributed to members pursuant to this Section shall set forth the proposed action, provide an opportunity for the member to specify approval or disapproval of any proposal and shall provide, subject to reasonable specified conditions, that where the member specifies a choice with respect to any such action the vote shall be cast in accordance therewith. All solicitations of written ballots shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, the percentage of votes in favor of the proposal necessary to approve the proposal as provided in subsection (b) above. Such solicitations shall also specify the time (which shall be a reasonable time) by which the ballot must be received by the corporation in order to be counted.
(d) No written ballot which has been received by the corporation may be withdrawn, revoked or superseded and any attempted withdrawal, revocation or suppression of any such written ballot, whether made before or after receipt of such ballot by the corporation, shall be ineffective.
Section 14. Voting. Voting at any meeting of members need not be by ballot; provided, however, that election of directors must be by ballot if balloting is demanded by a majority of the Active Members represented in person or by proxy at such meeting and before the voting begins.
Except as may be otherwise provided in the Articles of Incorporation or by law, each member shall be entitled to one vote on each matter submitted to a vote of the members. Members shall not be permitted to cumulate votes with respect to any matter, including election of directors.
No approval by the members, other than unanimous approval of those entitled to vote, will be valid as to proposals described in subsection (d) of Section 8 of these bylaws unless the general nature of such business was stated in the notice of meeting or in any written waiver of notice.
Section 15.
Members Entitled to Notice of Meetings and to Vote or
Consent.
(a) The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to notice of any meeting of members. Such record date shall be not more than ninety (90) and not less than ten (10) days before the date of the meeting. If no such record date is fixed, members as of the close of business on the business day preceding the day on which notice is given or, if notice is waived, as of the close of business on the business day preceding the day on which the meeting is held shall be entitled to notice of the meeting.
(b) The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the Active Members entitled to vote at a meeting of members. Such record date shall be not more than sixty (60) days before the date of the meeting. If no such record date is fixed, members as of the day of the meeting who are otherwise eligible to vote shall be entitled to vote at the meeting or, in the case of an adjourned meeting, members as of the day of the adjourned meeting who are otherwise eligible to vote shall be entitled to vote at the adjourned meeting.
(c) The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the Active Members entitled to cast written ballots pursuant to Section 13 of these bylaws. Such record date shall be not more than sixty (60) days before the first such written ballot is mailed or solicited. If no such record date is fixed, members as of the day the first such written ballot is mailed or solicited who are otherwise eligible to vote shall be eligible to cast such written ballots.
(d) The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any lawful action not described in subsections (a), (b) or (c) above. Such record date shall be not more than sixty (60) days prior to such action. If no such record date is fixed, members as of the close of business on the day on which the Board of Directors adopts the resolution relating to such action, or the sixtieth (60th) day prior to the date of such action, whichever is later, shall be entitled to exercise such rights.
(e) A determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.
(a) Every person entitled to vote a membership or execute consents may do so either in person or by one or more agents authorized to act by a written proxy executed by the person or such person’s duly authorized agent and filed with the Secretary of the corporation. No such proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy except that the maximum term of any proxy shall be three (3) years from the date of execution. The proxy of a member may not be irrevocable. The manner of execution, suspension, revocation, exercise and effect of proxies is governed by law.
(b) Anything herein to the contrary notwithstanding, a proxy concerning the election of directors shall not be valid as to such election unless it lists those persons nominated as of the time the notice of such election is given to the members, and a proxy concerning any of the following matters requiring a vote of the members shall not be valid as to any such matter unless it sets forth the general nature of the matter to be voted on:
(1) A proposal to approve a transaction within the provisions of California Corporations Code Section 7222 (relating to removal of directors without cause);
(2) A proposal to approve a transaction within the provisions of California Corporations Code Section 7224 (relating to filling vacancies on the Board of Directors);
(3) A proposal to approve a transaction within the provisions of subdivision (e) of California Corporations Code Section 7613 (relating to amendment of the Articles of Incorporation or bylaws to repeal, restrict, create or expand proxy rights);
(4) A proposal to approve a transaction within the provisions of California Corporations Code Section 7812 (relating to amendment of the Articles of Incorporation);
(5) A proposal to approve a transaction within the provisions of paragraph (2) of subdivision (a) of California Corporations Code Section 7911 (relating to sales or dispositions of substantially all of the assets of the corporation);
(6) A proposal to approve a transaction within the provisions of California Corporations Code Section 8012 (relating to mergers);
(7) A proposal to approve a transaction within the provisions of subdivision (a) of California Corporations Code Section 8015 (relating to amendment of an agreement of merger); or
(8) A proposal to approve a transaction within the provisions of California Corporations Code Section 8610 (relating to winding up and dissolution).
Section 17. Inspectors of Election. Before any meeting of the members, the Board of Directors may appoint any persons, other than nominees for office, to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any member or a member’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more members or proxies, the majority of members represented in person or proxy shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any member or a member’s proxy shall, appoint a person to fill that vacancy.
These inspectors shall:
(a) Determine the number of memberships outstanding and the voting power of each, the number of memberships represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all members.
Section 18. Powers. Subject to the provisions of law or any limitations in the Articles of Incorporation or these bylaws as to action required to be approved by the voting members or by a majority of voting members, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the activities of the corporation to any person or persons, management company or committee, however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.
Section 19. Number of Directors. The Board of Directors shall consist of five (5) Active Members, of which four (4) shall be the officers of the corporation, and one (1) shall be the last immediate past President.
Any amendment of these bylaws changing the maximum or minimum number of directors may be adopted only by the affirmative vote of a majority of the members represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute at least a majority of the required quorum) or by written ballot pursuant to Section 13 of these bylaws.
No reduction of the authorized number of directors shall remove any director prior to the expiration of such director’s term of office.
Section 20.
Nomination and Election Of Directors, Term.
(a) The directors shall be elected at each annual meeting of the members and shall hold office until the next annual meeting wherein the directors are elected and until their respective successors are elected and have qualified, or until their death, resignation or removal. Each director, including a director elected or appointed to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
(b) Subject to the provisions of law and these bylaws, the procedures followed in nominating and electing directors shall be established by the Board of Directors. Such procedures shall be reasonable in light of the nature, size and operations of the corporation and shall include:
(1) a reasonable means of nominating persons for election as directors;
(2) a reasonable opportunity for a nominee to communicate to the members the nominee’s qualifications and the reason for the nominee’s candidacy;
(3) a reasonable opportunity for all nominees to solicit votes; and
(4) a reasonable opportunity for all members to choose among the nominees.
Section 21. Resignations. Any director of the corporation may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation specifies effectiveness at a future time, a successor may be elected pursuant to Section 23 of these bylaws to take office on the date the resignation becomes effective. Notwithstanding the foregoing, except upon notice to the Attorney General of the State of California, no director may resign if such resignation would leave the corporation without a duly elected director or directors in charge of its affairs.
Section 22. Removal. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or who has been found by a final order or judgment of any court to have breached any duty under Article 3 (commencing with Section 7230) of Part 3 of Division 2 of the California Corporations Code.
The entire Board of Directors or any individual director may be removed from office without cause:
(a) if the corporation has fewer than fifty (50) members, by the affirmative vote (or written ballot pursuant to Section 13 of these bylaws) of a majority of the members entitled to vote for such removal; or
(b) if the corporation has fifty (50) or more members, by the affirmative vote (or written ballot pursuant to Section 13 of these bylaws) of a majority of the members represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum.)
Section 23. Vacancies. A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or upon increase in the authorized number of directors or if the members fail to elect the full authorized number of directors at a regular meeting of members or if, for whatever reason, there are fewer directors on the Board of Directors than the full number authorized. Such vacancy or vacancies may be filled by a majority of the remaining directors (except in the case of vacancy due to removal of a director which shall require the affirmative vote of a majority of the voting members at a meeting at which a quorum is present), though less than a quorum, or by a sole remaining director. The voting members may elect a director at any time to fill any vacancy not filled by the directors.
Section 24. Regular Meetings. Immediately after each regular meeting of members, and at such place fixed by the Board of Directors, or if no such place is fixed at the place of the regular meeting of members, the Board of Directors shall hold a regular meeting for the purposes of organization, appointment of officers and transaction of other business. Other regular meetings of the Board of Directors shall be held at such times, places and dates as fixed in these bylaws or by the Board of Directors; provided, however, that if the date for such a meeting falls on a legal holiday, then the meeting shall be held at the same time on the next succeeding full business day. Regular meetings of the Board of Directors held pursuant to this Section may be held without notice.
Section 25. Participation by Telephone. Directors may participate in a Board of Directors meeting through use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another. Such participation constitutes presence in person at such meeting.
Section 26. Special Meetings. Special meetings of the Board of Directors for any purpose may be called by the Chairman of the Board or the President or any vice president or the Secretary of the corporation or any three (3) directors.
Section 27. Notice of Meetings. Notice of the date, time and place of all meetings of the Board of Directors, other than regular meetings held pursuant to Section 24 of these bylaws, shall be delivered personally, orally or in writing, or by telephone or telegraph to each director, at least forty-eight (48) hours before the meeting, or sent in writing to each director by first-class mail, charges prepaid, at least four (4) days before the meeting. Such notice may be given by the Secretary of the corporation or by the person or persons who called the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice of such meeting, or a consent to holding the meeting or an approval of the minutes thereof, either before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement such director’s lack of notice. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 28. Place of Meetings. Meetings of the Board of Directors may be held at any place within or without the state which has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, designated in the bylaws or by resolution of the Board of Directors.
Section 29. Action by Written Consent Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.
Section 30. Quorum and Transaction of Business. A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless the law, the Articles of Incorporation or these bylaws specifically require a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding withdrawal of directors, if any action taken is approved by at least a majority of the number of directors constituting a quorum for such meeting. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting, as provided in Section 31 of these bylaws.
Section 31. Adjournment. Any meeting of the Board of Directors, whether or not a quorum is present, may be adjourned to another time and place by the affirmative vote of a majority of the directors present. If the meeting is adjourned for more than twenty-four (24) hours, notice of such adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Section 32. Organization. The Chairman of the Board shall preside at every meeting of the Board of Directors, if present. If there is no Chairman of the Board or if the Chairman is not present, a Chairman chosen by a majority of the directors present shall act as chairman. The Secretary of the corporation or, in the absence of the Secretary, any person appointed by the Chairman shall act as secretary of the meeting.
Section 33. Compensation. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board of Directors.
Section 34. Committees. The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided a quorum is present, create one or more committees, each consisting of two (2) or more Active Members, to serve at the pleasure of the Board of Directors. Appointments to such committees shall be by a majority vote of the directors then in office. The Board of Directors may appoint one or more directors as alternate members of any committee, to replace any absent member at any meeting of such committee. Any such committee shall have authority to act in the manner and to the extent provided in the resolution of the Board of Directors, and may have all the authority of the Board of Directors in the management of the activities and affairs of the corporation, except with respect to:
(a) the approval of any action for which approval of the members or approval of a majority of all members also is required by the California Corporations Code;
(b) the filling of vacancies on the Board of Directors or any committee which has the authority of the Board of Directors;
(c) the fixing of compensation of directors for serving on the Board of Directors or any of its committees;
(d) the amendment or repeal of these bylaws or the adoption of new bylaws;
(e) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(f) the appointment of other committees of the Board of Directors or the members thereof;
(g) the expenditure of funds of the corporation to support a nominee for director after there are more persons nominated than can be elected; or
(h) the approval of any transaction within the provisions of California Corporations Code Section 7233, except as provided in California Corporations Code Section 7233(d)(3).
The foregoing provisions of this Section shall not apply to any committee which is not authorized to exercise the authority of the Board of Directors.
Any committee may from time to time provide by resolution for regular meetings at specified times and places. If the date of such a meeting falls on a legal holiday, then the meeting shall be held at the same time on the next succeeding full business day. No notice of such a meeting need be given. Such regular meetings need not be held if the committee shall so determine at any time before or after the time when such meeting would otherwise have taken place. Special meetings may be called at any time in the same manner and by the same persons as stated in Sections 26 and 27 of these bylaws for meetings of the Board of Directors. The provisions of Sections 25, 28, 29, 30, 31 and 32 of these bylaws shall apply to committees, committee members and committee meetings as if the words “committee” and “committee member” were substituted for the word “Board of Directors”, and “director”, respectively, throughout such sections.