ࡱ> !` |dbjbj\\ 1>>n\ :::::::N+++8+L:,<N;>,3333333|;~;~;~;~;~;~;$;=h?P;:87338787;::33;X9X9X987j:3:3|;X987|;X9X9:::;3v, E+7;`;;0; ;?8v?;?:;L3h4X9 55333;;9R333;87878787NNND$NNNNNN:::::: DRAFT BYLAWS OF THE HAMPTON MILITARY HISTORY FOUNDATION ARTICLE seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 seq level0 \*arabic1 PURPOSE The affairs and activities of The Hampton Military History Foundation (the Corporation) shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended (the Code) affecting nonprofit organizations described in Section 501(c)(3) of the Code. ARTICLE seq level0 \*arabic2 DIRECTORS seq level0 \c \*arabic2.seq level1 \*arabic1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all the powers of the Corporation shall be vested in such Board. seq level0 \c \*arabic2.seq level1 \*arabic2 Number of Directors. The Board of Directors shall be five (5) in number. seq level0 \c \*arabic2.3 Election of Directors; Quorum. (seq level2 \*alphabetica) There shall be three (3) classes of directors, as is hereinafter set forth: (i) Two (2) directors (the Ex-Officio Directors) shall be the individuals holding the following offices: Mayor of the City of Hampton and City Manager of the City of Hampton. (ii) One (1) director (the Council Director) shall be a member of the Hampton City Council elected to serve as the Council Director by majority vote of the Hampton City Council. The initial Council Director shall hold office for a term expiring at the second annual meeting of the Board of Directors. Each succeeding Council Director shall hold office for a term of two (2) years. An individual may serve as the Council Director for a maximum of two (2) consecutive terms. Any vacancy in the office of Council Director shall be filled by majority vote of the Hampton City Council, with such successor serving for the remainder of the term of the replaced Council Director. Such partial term shall not be treated as a term of office for purposes of the two (2) term limit. (iii) Two (2) directors (the Public Directors) shall be elected by majority vote of the Ex-Officio Directors and the Council Director. The initial Public Directors shall hold office for a term expiring at the second annual meeting of the Board of Directors. Each succeeding Public Director shall hold office for a term of two (2) years. An individual may serve as a Public Director for a maximum of two (2) consecutive terms. Any vacancy occurring among the Public Directors shall be filled by majority vote of the Ex-Officio Directors and the Council Director, with such successor serving for the remainder of the term of the replaced Public Director. Such partial term shall not be treated as a term of office for purposes of the two (2) term limit. (seq level2 \*alphabeticb) Each director shall be entitled to one (1) vote. A majority of the number of directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting. (c) During the time that any vacancy remains unfilled, the remaining directors shall be deemed to constitute the full Board of Directors and shall be empowered to act as such. seq level0 \c \*arabic2.4seq level2 \h \r0  Meetings of Directors. An annual meeting of the Board of Directors for the election of Public Directors, the election of officers, and the transaction of such other business as may come before the meeting shall be held on the [DAY OF ANNUAL MEETING] of [MONTH OF ANNUAL MEETING]. Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the President or by a member of the Board of Directors. The Secretary or officer performing the Secretarys duties shall give not less than five (5) days notice by letter, electronic mail, telecopier, telegraph, telephone or in person of all meetings of the Board of Directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. seq level0 \c \*arabic2.5 Actions by Directors or Committee Without Meeting. Any action which may be taken at a meeting of the Board or of a committee may be taken without a meeting if a consent in writing, setting forth the action, is signed either before or after such action by all of the directors or all of the members of the committee, as the case may be. seq level0 \c \*arabic2.6 Compensation. A director shall not be entitled to compensation for his or her services as a director. The foregoing shall not prevent the Board of Directors from reimbursing any director for expenses actually, necessarily and reasonably incurred in the performance of his or her duties as director, or from entering into a contract in the best interests of the Corporation and on fair and reasonable terms, as determined by a vote of directors not having a material financial interest in the matter. ARTICLE seq level0 \*arabic3seq level1 \h \r0  COMMITTEES seq level0 \c \*arabic3.seq level1 \*arabic1 Committees. The Board of Directors may establish such standing or special committees from time to time as it shall deem appropriate to conduct the activities of the Corporation and to advise the Board, and shall define the powers and responsibilities of such committees. The members and chairmen of all committees shall be appointed by the Board of Directors for a oneyear term or until their successors are duly elected, but shall be subject to removal at any time by vote of a majority of the Board of Directors then in office. No committee appointed by the Board shall consist of fewer than two (2) members. Persons other than directors may be appointed as committee members by the Board of Directors. The voting rights, if any, of committee members other than directors shall be specified by the Board of Directors in its action designating such specific powers and responsibilities as may be determined by the Board of Directors, except that no committee shall have the power: (seq level2 \*alphabetica) to approve amendments to these Bylaws or the Articles of Incorporation; (seq level2 \*alphabeticb) to approve any action or exercise any authority requiring the approval of more than a majority of a quorum of the Board of Directors under the laws of the Commonwealth of Virginia, the Articles of Incorporation or these Bylaws; (seq level2 \*alphabeticc) to take any action for which final authority is reserved to the Corporation or which has been prohibited by resolution of the Board of Directors; or (seq level2 \*alphabeticd) to take other action which may not be delegated to it under the laws of the Commonwealth of Virginia or under the provisions of the Articles of Incorporation or these Bylaws. seq level0 \c \*arabic3.seq level1 \*arabic2seq level2 \h \r0  Meetings. Regular and special meetings of any committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors. seq level0 \c \*arabic3.seq level1 \*arabic3 Quorum and Manner of Acting. A majority of the members of any committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a committee meeting at which a quorum is present shall constitute the act of the committee. seq level0 \c \*arabic3.seq level1 \*arabic4 Resignation. Any member of a committee may resign at any time by giving written notice of his or her intention to do so to the President or the Secretary of the Corporation. seq level0 \c \*arabic3.seq level1 \*arabic5 Vacancies. Any vacancy occurring in a committee resulting from any cause whatsoever may be filled by the Board of Directors. ARTICLE seq level0 \*arabic4seq level1 \h \r0  OFFICERS seq level0 \c \*arabic4.seq level1 \*arabic1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer. Other officers may from time to time be appointed by the Board of Directors. The individual designated from time to time by the City Manager of the City of Hampton as Liaison to the Hampton Military Affairs Committee shall serve as Secretary and Treasurer. The initial President and Vice President shall hold office for a term expiring at the second annual meeting of the Board of Directors. Each succeeding President and Vice President shall hold office for a term of two (2) years. Any two or more offices may be held by the same person. Persons other than directors may serve as officers of the Corporation. seq level0 \c \*arabic4.seq level1 \*arabic2 Removal of Officers; Vacancies. Any officer of the Corporation, other than the Secretary and Treasurer, may be removed summarily, with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors. seq level0 \c \*arabic4.seq level1 \*arabic3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his or her duties as the Board may see fit. seq level0 \c \*arabic4.seq level1 \*arabic4 Duties of the President. The President shall preside at all corporate meetings. Except as otherwise provided in these Bylaws or in the resolutions establishing such committees, he or she shall be an ex officio member of all committees of the Board of Directors. He or she may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. He or she shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him or her by the Board of Directors. seq level0 \c \*arabic4.seq level1 \*arabic5 Duties of the Vice President. The Vice President shall have such powers and duties as may from time to time be assigned to him or her by the President or the Board of Directors. The Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or as otherwise required by law. seq level0 \c \*arabic4.seq level1 \*arabic6 Duties of the Treasurer. The Treasurer shall oversee the financial affairs of the Corporation and shallreport on the financial status of the Corporation, performing all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors or the President. The Treasurer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. seq level0 \c \*arabic4.seq level1 \*arabic7 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors of the Corporation. When requested, he or she shall also act as secretary of the meetings of the committees of the Board. He or she shall keep and preserve the minutes of all such meetings in permanent books. He or she shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed, including the filing of any reports with the Virginia Office of Consumer Affairs. He or she shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors or the President. seq level0 \c \*arabic4.seq level1 \*arabic8 Compensation. The Board of Directors shall have authority to fix the compensation, if any, of all officers of the Corporation. ARTICLE seq level0 \*arabic5seq level1 \h \r0  CONFLICT OF INTEREST POLICY seq level0 \c \*arabic5.seq level1 \*arabic1 Compliance With Governing Law. The Corporation and the directors shall comply with all Virginia and local laws concerning conflict of interest transactions (as defined in Section 13.1-871 of the Virginia Code) applicable to Virginia nonstock corporations. In extension (and not in limitation) thereof, the directors shall comply with the provisions hereinafter set forth. seq level0 \c \*arabic5.seq level1 \*arabic2 Abstention From Conflict Matters. (a) Each director shall abstain from voting on, or from otherwise participating in any way in any decision concerning, any transaction between the Corporation and such director, between the Corporation and a member of such directors family (as hereinafter defined), or between the Corporation and a business entity, trust, or estate which such director or family member directly or indirectly controls or with respect to which such director or family member has a material financial interest (any such transaction is hereinafter referred to as a Conflict of Interest Transaction). For purposes of this Article, the following persons shall be deemed to be members of a directors family: such directors spouse, the grandparents of such director or of such directors spouse, the lineal descendants of the grandparents of such director or of such directors spouse, and the spouse of each such grandparent or lineal descendant. (b) Any director who becomes aware of an actual or potential conflict of interest on the part of such director or on the part of a member of such directors family must promptly disclose such interest to the Board of Directors (any such director is hereinafter referred to as a Conflicted Director and any such conflict of interest is hereinafter referred to as the Conflict). Such Conflict shall be made a matter of record. When such Conflict becomes relevant to any matter requiring action by the Board of Directors or any committee thereof, such Conflict shall be called to the attention of the Board of Directors or such committee, as the case may be, and the Conflicted Director shall remove himself or herself from the discussions and abstain from voting on such matter. seq level0 \c \*arabic5.seq level1 \*arabic3 Permissible Conflict of Interest Transactions. The Corporation may enter into a Conflict of Interest Transaction if, in advance of doing so, the Board of Directors (i) takes reasonable steps to ensure that the terms of such transaction are fair and reasonable to the Corporation under the circumstances, and (ii) documents such steps and the basis for the conclusion that such transaction is fair and reasonable to the Corporation. seq level0 \c \*arabic5.seq level1 \*arabic4 Officers; Committee Members. The foregoing provisions of this Article shall also apply to officers of the Corporation and to committee members. ARTICLE seq level0 \*arabic6seq level1 \h \r0  LIABILITY AND INDEMNIFICATION seq level0 \c \*arabic6.seq level1 \*arabic1 Limitation on Liability of Officers and Directors. To the full extent that the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be liable to the Corporation for monetary damages. seq level0 \c \*arabic6.seq level1 \*arabic2 Indemnification. To the full extent permitted and in the manner prescribed by the Virginia Nonstock Corporation Act and any other applicable law, the Corporation shall indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he or she is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. seq level0 \c \*arabic6.seq level1 \*arabic3 Directors, Officers, Employers or Agents. Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. ARTICLE seq level0 \*arabic7seq level1 \h \r0  CORPORATE RECORDS seq level0 \c \*arabic7.seq level1 \*arabic1 Minutes of Meetings and Records of Actions Taken Without Meetings. The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors and all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. seq level0 \c \*arabic7.seq level1 \*arabic2 Accounting Records. The Corporation shall maintain appropriate accounting records. seq level0 \c \*arabic7.seq level1 \*arabic3 Form of Records. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. seq level0 \c \*arabic7.seq level1 \*arabic4 Specific Records Which Corporations Must Keep. The Corporation shall keep a copy of the following records: (seq level2 \*alphabetica) The Corporations Articles or Restated Articles of Incorporation and all amendments to them currently in effect; (seq level2 \*alphabeticb) The Corporations Bylaws or restated Bylaws and all amendments to them currently in effect; (seq level2 \*alphabeticc) A list of the names and business addresses of the Corporations current directors and officers; (seq level2 \*alphabeticd) The Corporations most recent annual report delivered to the State Corporation Commission; and (seq level2 \*alphabetice) Form 1023, Application for Recognition of Exemption, filed by the Corporation with the Internal Revenue Service. ARTICLE seq level0 \*arabic8seq level1 \h \r0 seq level2 \h \r0  MISCELLANEOUS PROVISIONS seq level0 \c \*arabic8.seq level1 \*arabic1 Seal. The seal of the Corporation shall consist of a flatfaced circular die, of which there may be any number of counterparts, on which there shall be engraved the word Seal and the name of the Corporation. seq level0 \c \*arabic8.seq level1 \*arabic2 Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors. seq level0 \c \*arabic8.seq level1 \*arabic3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile. seq level0 \c \*arabic8.seq level1 \*arabic4 Amendment of Articles of Incorporation and Bylaws. The Corporations Articles of Incorporation may be amended or altered at any meeting of the Board of Directors by a resolution adopted by at least two-thirds of the Corporations directors. These Bylaws may be amended or altered at any time at any meeting of the Board of Directors by a resolution adopted by at least a majority of the Corporations directors. A written copy of the proposed amendment to the Articles of Incorporation or Bylaws, as the case may be, must be provided to each director at least three (3) days prior to said meeting. seq level0 \c \*arabic8.seq level1 \*arabic5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities as may be held by this Corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper. In lieu of such appointment the President may himself or herself attend any meetings of the holders of stock or other securities and exercise any or all powers of this Corporation as the holder of such stock or other securities of such other corporation. seq level0 \c \*arabic8.seq level1 \*arabic6 Use of Pronouns. Whenever used herein, the masculine pronouns shall include the feminine, the feminine shall include the masculine, the singular shall include the plural and the plural shall include the singular.  FILENAME \p \* MERGEFORMAT ::ODMA\PCDOCS\DOCSNFK\1092249\1     9BCUWik}   $ % ; < = > ? @ S T U V W j ּּּhu^ hYCT>*hsmHnHujhYCTUhYCT hYCT5hUhYCT5CJOJQJ^JhUhYCT5CJOJQJ^JJ9:  # $ $$*$a$$$*$a$$*$a$ $*$`a$ $$$*$a$ $$$*$a$*$$*$a$3$!i@ &#$$d%d&d'd+D0$NOPQa$nd{d$ M N YZAB $$*$a$ $*$a$gdW'$$*$a$$*$a$ $*$`a$  /0124fY[\rstuwxhoCDZ[\]` ! 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