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20 <br /> b. Committee members are not required to be Directors of the Corporation. <br /> 2. Duration and Duties: <br /> a. The duration of the committee and the term of the committee members <br /> may be determined upon the committee's creation by a majority vote of <br /> the Board of Directors. <br /> Article X— Indemnification <br /> To the extent reasonable, practicable and required by law, every Director, Officer <br /> and employee of the Corporation may be indemnified by the Corporation against <br /> all expenses and liabilities, including counsel fees, reasonably incurred or <br /> imposed upon such Director, Officer or employee in connection with any <br /> threatened, pending, or completed action, suit or proceeding to which she/he may <br /> become involved by reason of her/his being or having been a Director, Officer, or <br /> employee of the Corporation, or any settlement thereof, unless the Director, <br /> Officer or employee is adjudged therein to be liable for negligence or misconduct <br /> in the performance of her/his duties. Provided, however, that in the event of a <br /> settlement the indemnification herein shall apply only when the Board of <br /> Directors approves such settlement and reimbursement as being in the best <br /> interest of the Corporation. The foregoing right of indemnification shall be in <br /> addition to and not exclusive of all other rights that such Director, Officer or <br /> employee is entitled. <br /> Article XI—Amendments <br /> These Bylaws may be altered, amended, repealed, or added to by an affirmative <br /> vote of not less than two-thirds (2/3) of the members of the Board of Directors, <br /> provided prior notice is given of the proposed amendment in the notice of the <br /> meeting at which such action is taken. <br /> Article XII-- Limitations <br /> The Corporation shall not carry on any activities not permitted to be carried on by <br /> a corporation exempt from Federal income tax under section 501(c)(3) of the <br /> Internal Revenue Code as the same now exists or as it may hereafter be amended. <br /> In particular, the Corporation shall abide by the following limitations: <br /> I. Non-Distribution: No part of the net earnings of the Corporation shall inure to the <br /> benefit of, or be distributed to, its directors, officers, or other private persons, <br /> except that the Corporation shall be authorized to pay reasonable compensation <br /> for services rendered and make payments and distributions in furtherance of the <br /> purposes previously set forth; <br /> 2. Limitation on Lobbying: No substantial part of the activities of the Corporation <br /> shall be the carrying on of propaganda, or otherwise attempting to influence <br /> legislation, and the Corporation shall not participate in, or intervene in (including <br /> 6 <br />