Bylaws
Last Updated and Effective: February 18, 2026
ARTICLE 1
OFFICES, CORPORATE SEAL AND DEFINITIONS
1.1. Registered Office
The registered office of the Healthcare Industry Resilience Collaborative, Association (“Association”) in Delaware shall be as stated in the Certificate of Incorporation, the most recent Certificate of Amendment or the most recent Certificate of Change of Registered Office filed with the Delaware Secretary of State.
1.2. Other Offices
The Association may maintain other offices, within or outside Delaware, as determined by the Board of Directors of the Association (the “Board”).
1.3. Corporate Seal
The Association shall not have a corporate seal.
1.4. Definitions
A. Electronic Communications
“Electronic transmission” means any communication not involving physical paper that complies with the requirements of the Delaware General Corporation Law (“DGCL”).
B. Juridical Person
“Juridical Person” means any domestic or foreign corporation, limited liability company, limited partnership, partnership, or other legal entity.
C. Member
All references to “Member” or “Membership” in these Bylaws and in resolutions and minutes of the Association shall mean Leadership Members and Associate Members, collectively, unless expressly stated otherwise.
ARTICLE 2
MEMBERSHIP
2.1. Membership Classes, Qualifications and Admissions
The Association shall have two categories of members: Leadership Members and Associate Members.
A. Leadership Members (Voting Members)
“Leadership Members” are voting members entitled to one (1) vote on all matters submitted to the Members.
Leadership Membership is open to providers and suppliers and is divided into the following classes:
Founding Members
The Founding Members are Mayo Clinic and Corewell Health (formerly Spectrum Health System). Each Founding Member may appoint one (1) director to the Board.
Principal Members
Principal Members are approved by the Board based on shared mission alignment, industry reputation, leadership capacity, and willingness to commit resources, time, and financial support to the mission of the Association. Each Principal Member may appoint one (1) director to the Board.
Admission as a Leadership Member requires:
Submission of a written application to the Board;
Board approval;
Execution of an agreement governing the Leadership Membership; and
Payment of dues described in Section 4.2 and established by the Board.
B. Associate Members (Non-Voting Members)
“Associate Members” are non-voting members.
Associate Membership is open to providers, suppliers, and other industry stakeholders. And is divided into the following classes:
Associate
Associate Providers are Associate Members who are providers.
Associate Suppliers
Associate Suppliers are Associate Members who are suppliers.
Collaborators
Collaborators are Associate Members who are other industry stakeholders with a shared mission alignment and a shared willingness to commit resources, time, and name recognition to the mutual benefit of the Association and the Collaborator.
Sponsors
Sponsors are the same as Collaborators with the addition of paid contributions by the Sponsor to the Association (typically of a recurring fixed amount) for increased mutual benefit. A Sponsor may or may not be a strategic relationship.
Partners
Partners are the same as Collaborators with the addition of paid contributions by the Sponsor to the Association (typically of a recurring variable amount) for increased mutual benefit. A Partner is a strategic relationship.
Collaborator, Sponsor, and Partner relationships are governed by written agreements between the Association and the Associate Member defining expectations and benefits. Sponsor and Partner relationships are at-will and non-excusive but may include preferential benefits.
Admission as an Associate Member requires:
Submission of a written application, in a form authorized by the Board, to the Board;
Executive Committee approval;
Execution of an agreement governing the Associate Membership; and
Payment of dues described in Section 4.2 and established by the Board.
Associate Members may:
Observe designated committee meetings, upon approval, subject to the Chair’s discretion to close meetings when necessary to conduct conversations among Leadership Members without the presence of Associate Members; and
Participate in Member call and Working Group activities unless participation is limited to Leadership Members.
Associate Members have no other rights unless expressly granted by these Bylaws or Board resolution.
C. Designation of Representatives
Leadership Members
Each Leadership Member that is a Juridical Person shall designate, in writing to the Secretary, one (1) natural person as its primary contact for communications and as its representative with the power to vote on behalf of such Leadership Member at all meetings and sign on behalf of such Leadership Member for all votes, consents, waivers and proxy appointments (“Voting Representative”). No other person shall have the right to vote or sign a vote, consent, waiver or proxy appointment on behalf of the Leadership Member. A Voting Member shall be an employee of the Leadership Member, subject to the discretion of the Board, and shall not represent more than one Leadership Member.
Associate Members
Each Associate Member that is a Juridical Person shall designate, in writing to the Secretary, one (1) natural person as its primary contact for communications. Each Associate Member that is a Juridical Person may designate one or more participants for the Associate Member-permitted activities described herein.
Revocation
A Member that is a Juridical Person may revoke its designated representative by written notice to the Secretary revoking such designation and designating a new representative.
D. Common Control
Juridical Persons under common control may hold only one (1) Membership.
2.2. Non-Transferability
Membership rights may not be sold, pledged, encumbered, or otherwise transferred.
2.3. Resignation
A Member may resign at any time by written notice to the Secretary, effective upon receipt or at a later time as specified therein, without need for acceptance of such resignation unless otherwise specified therein. Resignation does not relieve the Member of obligations incurred prior to the date of delivery of the written resignation.
2.4. Membership Dues
Annual membership dues and any special dues are determined by the Board and are non-refundable unless otherwise approved by the Board. Timely payment of dues to the Association according to the schedule of dues established by the Board is required to maintain Membership and, for Leadership Members, voting rights and general rights under Section 3.13. Failure to pay dues for sixty (60) days after they become due may result in termination of Membership in accordance with Section 2.6.
The effective date of Membership shall be the date that the written application of the Member is approved, and the dues for the initial term of a Member may differ in order to establish a reasonable schedule of dues for subsequent terms.
2.5. Termination for Cause
The Board may terminate the Membership of a Member for conduct contrary to the Association’s interests or for failure to comply with these Bylaws or the Association’s policies by a sixty-six percent (66%) affirmative vote of directors then in office. Founding Members may not be terminated without a sixty-six percent (66%) affirmative vote of directors then in office and the consent of at least one (1) Founding Member. Termination does not relieve the Member of obligations incurred prior to the date of termination or entitle the Member to a refund of any dues paid.
2.6. Termination for Nonpayment
The Association shall deliver a written notice to any member who fails to pay their dues in full. If the Chair determines that the Member has failed to pay their dues in full within a reasonable period of time following notice, the Chair may terminate the Membership of the Member, provided that the Chair shall provide an opportunity for the Member to be heard, orally or in writing, at least five (5) days before the effective date of termination of the Membership. Termination does not relieve the Member of obligations incurred prior to the date of termination or entitle the Member to a refund of any dues paid.
A Leadership Member that is otherwise in good standing may move to the Associate Member class, upon Board approval. A Member may reapply for membership upon payment of all outstanding amounts.
2.7. Antitrust and Intellectual Property
All Association activities must comply with applicable competition and antitrust laws, and all Members must comply with the Association’s Antitrust Policy and Intellectual Property Policy, as amended from time to time. Failure to comply may result in termination. These policies are incorporated into these Bylaws by reference.
2.8. Termination for Noncompliance with Policies
Any Member who joined before the adoption of the Association’s Antitrust Policy or Intellectual Property Policy and does not wish to comply with either policy shall have their Membership terminated and receive back a prorated amount of its membership dues based on the number of months they were a Member. Any Member who fails to comply with the Association’s Antitrust Policy or Intellectual Property Policy shall have their Membership terminated in accordance with Section 2.5.
Upon termination or resignation of a Member for any reason, such Member shall immediately cease all use of, and shall surrender, relinquish, and forfeit any and all rights, licenses, permissions, or privileges previously granted by the Association to use the Association’s name, trademarks, service marks, copyrighted materials, confidential information, or other intellectual property.
2.9. Member Responsibilities
Members are expected to support the Association’s mission through active participation and, as applicable, resources, time, and financial support to Board initiatives.
ARTICLE 3
MEETINGS OF LEADERSHIP MEMBERS
3.1. Place and Format of Meetings
Meetings of Leadership Members shall be held at a place determined by the Board, within or outside Delaware, or may be conducted solely by means of remote communication, provided such meetings comply with the DGCL.
3.2. Annual Meeting
The annual meeting of the Leadership Members shall be held at a time and place determined by the Board for the purposes of:
Electing directors;
Receiving reports on the Association’s activities and financial condition; and
Conducting other business properly brought before the meeting.
Notice of the annual meeting shall include the agenda and relevant materials for matters requiring Leadership Member action.
3.3. Special Meetings
Special meetings of the Leadership Members may be called:
By a majority of the Board; or
Upon written petition signed and dated by at least twenty-five percent (25%) of the Leadership Members or ten (10) Leadership Members, whichever is fewer, describing the purpose for which the special meeting is to be held (“Petition”) to the Executive Director or the Secretary.
Special meetings of Leadership Members shall be held at a place determined by the Board, within or outside Delaware. Upon receipt of a valid Petition, the Board shall call and hold on notice a special meeting at the place described in the notice no later than forty-five (45) days after receipt of the Petition. Business conducted at a special meeting shall be limited to matters stated in the meeting notice.
3.4. Notice and Waiver of Notice
Notice of any Leadership Member meeting shall be personally given to each Leadership Member, mailed, addressed to such Leadership Member at their address in the Association’s records (in which case it is deemed given when deposited in the U.S. mail, postage prepaid), or given by a form of electronic transmission (in which case it is deemed given as specified in the DGCL) not less than ten (10) days nor more than sixty (60) days before the meeting, unless otherwise provided by the DGCL. Notice shall state the time, place, and, if a special meeting, purpose of the meeting.
A Leadership Member may waive notice before, during, or after a meeting, in writing, orally, or by attendance. Attendance at a meeting constitutes waiver of notice unless the Leadership Member objects at the outset of the meeting due to improper notice or procedure.
3.5. Quorum and Voting
A quorum consists of fifty percent (50%) of the Leadership Members represented in person or by proxy unless a higher percentage is required by law or these Bylaws. If a quorum is present, the affirmative vote of a majority of Leadership Members present shall constitute Member action unless a higher vote is required by law or these Bylaws.
If a quorum is not present, the meeting may be adjourned by a majority of the Leadership Members present until a quorum is achieved, and notice of the adjournment is not required other than by announcement at such meeting, except as required by law. Once a quorum is established, business may continue until adjournment even if subsequent withdrawals reduce attendance below quorum, except that the affirmative vote of the percentage specified in Section 4.13 Leadership Members of the required quorum is required to take any action other than adjournment, unless a higher vote is required by these Bylaws.
Each Leadership Member is entitled to one (1) vote.
3.6. Proxies
A Leadership Member may appoint a proxy to vote or otherwise act for the Leadership Member for a specific meeting by written notice to the Secretary prior to or at the meeting. Proxies are valid only for the meeting specified.
3.7. Action Without a Meeting
Any action permitted or required to be taken at a meeting of the Leadership Members may be taken without a meeting through affirmative written consents in writing or by electronic transmission (in which case the consent must show it was transmitted by the Leadership Member and the date on which it was transmitted), provided the number of consents equals or exceeds the number of votes required to approve the action at a meeting where all Leadership Members eligible to vote were present and voted. The written consents shall be delivered to the Board by the Secretary.
Notice of any action taken by less than unanimous written consent shall be provided to those Leadership Members who have not consented, as required by the DGCL.
3.8. Remote Participation
The Board may permit Leadership Members to participate in Member meetings through remote communication, provided the Association implements reasonable measures to:
Verify that each person present is a Member;
Verify that each person permitted to vote is a Leadership Member;
Provide a reasonable opportunity to participate and vote, consistent with the DGCL; and
Maintain records of votes and actions taken remotely.
Participation through approved remote communication constitutes presence in person.
3.9. Adjournment
The chair of a meeting may adjourn the meeting. No notice of the adjournment is required if the time and place or means of reconvening are announced at the meeting, unless the adjournment exceeds thirty (30) days or a new record date is set for the adjourned meeting.
3.10. Chair and Secretary of Meetings
Meetings shall be presided over, in order of availability, by:
The Chair;
The Chair-Elect;
The Past Chair;
A chair designated by the Board; or
A chair designated by the Leadership Members present in-person.
In the absence of the Secretary, the presiding chair may appoint any person to act as secretary for the meeting.
3.11. Rules of Conduct
The Board or meeting chair may adopt rules, regulations, and procedures governing Leadership Member meeting conduct, including agendas, safety and order measures, and limits as necessary, including restricting entry after it starts and limiting the time for Leadership Member questions and comments, remote communication, as they deem appropriate.
3.12. Parliamentary Procedure
Unless otherwise determined by a sixty-six percent (66%) vote of the Leadership Members present at a meeting with a quorum, meetings shall be conducted using the rules of parliamentary procedure.
3.13. General Rights of Leadership Members
Leadership Members have the rights and obligations in these Bylaws, including to:
Participate in Advisory Committees established by the Board;
Participate in and vote at meetings of Leadership Members as described herein; and
Participate in Member call and Working Group activities, except where participation is
3.14. Voting Rights
Leadership Member approval is required as follows:
A. Majority Vote
Upon proposal by the Board and a majority affirmative vote of Leadership Members present at a meeting with a quorum may approve, Leadership Members may:
Review and approve committee formation or dissolution;
Review and approve or deny Membership applications;
Review and approve or deny Collaborator, Sponsor, and Partner applications;
Ratify changes to Membership classes proposed by the Executive Committee;
Approve annual budgets, dues, and expenditures requiring the assumption of debt by the Association;
Authorize the Board to make additional expenditures exceeding ten percent (10%) of the budget approved by the Leadership Members, in aggregate;
Approve special dues to be paid by the Members; and
Require independent audits of any assets of the Association, provided such audits are carried out at reasonable intervals and at the expense of the requesting Members.
B. 25% Vote
Upon Petition by at least twenty-five percent (25%) of Leadership Members, Leadership Members may:
Call a special meeting of the Membership and call questions to be put to the Leadership Members for vote; or
Submit questions for to the Board for vote.
C. 75% Vote
By affirmative vote of seventy-five percent (75%) of Leadership Members present at a meeting with a quorum, and with Board approval, Leadership Members may:
Amend these Bylaws.
D. 75% + Founding Member Vote
By affirmative vote of seventy-five percent (75%) of Leadership Members present at a meeting with a quorum and at least one Founding Member, and with Board approval, Leadership Members may approve:
Amendments to the Certificate of Incorporation;
Mergers, consolidations, or asset sales; or
Dissolution of the Association.
ARTICLE 4
BOARD OF DIRECTORS
4.1. Authority and General Powers
The business, property, and affairs of the Association shall be managed by or under the direction of the Board. The Board is responsible for setting the Association’s strategy and direction, and committees, the Executive Director, and other resources will be responsible for substantive work, subject at all times to Board oversight.
4.2. Board Actions and Voting Rights
A. Majority Vote of Directors
Unless otherwise specified in these Bylaws, the Board shall act by the affirmative vote of a majority of directors present at a meeting with a quorum, including to:
Call special meetings of the Board;
Adopt policies and procedures, including the Association’s Antitrust Policy and conflict of interest policies;
Issue internal rules of procedure;
Approve additional expenditures within ten percent (10%) of the approved budget; and
Create or dissolve committees, appoint committee members of Board committees and chairs of Advisory Committees and Working Groups, define committee scope, and coordinate across committees.
B. 75% Vote
By affirmative vote of seventy-five percent (75%) of directors present at a meeting with a quorum, the Board may:
Approve emergency expenditures exceeding ten percent (10%) of the approved budget; and
Delegate day-to-day management to the Executive Director or a third party.
4.3. Number, Composition, and Qualifications
A. Number and Eligibility
The initial directors shall be appointed by the incorporator, be natural persons, and will be either Leadership Members or Voting Representatives of Leadership Members once the Membership application process is open. Thereafter, directors must be natural persons and either Leadership Members or Voting Representatives of Leadership Members.
Voting Representatives serve as directors only in their representative capacity and not as individuals.
The initial Board shall consist of up to fifteen (15) directors, which will represent the Voting Representative of each Leadership Member. The Board may expand the number of directors, provided it never exceeds fifteen (15).
B. Composition Limits
Supplier Leadership Members shall not constitute more than one-third (1/3) of the Board at any time.
Collaborators, Sponsors, Partners, and other non-voting seats shall not constitute more than three (3) non-voting seats of the Board, which do not count toward the number of directors.
The initial Board shall consist of the Executive Steering Committee.
4.4. Non-Voting Board Advisors
The Chair may, in his or her discretion and based on organizational, strategic, or industry needs, invite one or more individuals to serve as non-voting advisors to the Board of Directors, including former directors, retired board members, or external subject-matter experts whose experience or perspective is deemed beneficial to the Association.
Non-voting Board Advisors shall not be directors, shall have no voting rights, shall not be counted for quorum purposes, and shall have no fiduciary or governance authority unless expressly authorized by the Board.
The Chair may define, limit, or revoke the scope, duration, and participation of any Non-Voting Board Advisor at any time, including attendance at Board meetings or participation in specific discussions.
4.5. Term of Office
After the initial Board, directors shall serve staggered two (2)-year terms or until their successors are elected and qualified, or until earlier resignation, removal, or death. To establish staggered terms, the Board may initially assign shorter terms so that approximately half (1/2) of the directors’ terms expire each year.
The Chair may extend director terms as necessary to retain talent or as otherwise deemed appropriate. A director performance policy will be developed to clarify, and performance may be taken into consideration. Where officer terms conflict with director terms, officer terms shall govern.
4.6. Nomination and Election
A. Nominations
Leadership Members may nominate or self-nominate director candidates by written notice to the Secretary at least sixty (60) days before the annual meeting, unless the Chair modifies the nomination timeline to meet organizational needs.
B. Election
Directors shall be elected by the Leadership Members at the annual meeting. The candidate receiving the highest number of votes shall be elected to the first director position to be filled, and so.
In the event of a tie for the final seat, the remaining directors whose seats are not up for election shall break the tie.
4.7. Resignation
A director may resign at any time by written notice to the Association, effective upon receipt or at a later time as specified therein, without need for acceptance.
4.8. Removal
A director may be removed, with or without cause, by affirmative vote of eighty percent (80%) of the directors then in office, excluding the director subject to removal.
A director shall be automatically removed if:
The director ceases to be a Leadership Member or a Voting Representative of the Leadership Member for which the director was a Voting Representative when elected to the Board; or
The Leadership Member for whom the director is a Voting Representative ceases to be a Leadership Member.
If a director ceases to qualify due to loss of employment status with the Leadership Member, the Leadership Member shall recommend a replacement director, subject to Board approval, which shall be given if the recommended replacement director meets the other criteria in this Article 4. If no replacement is recommended or the Leadership Member is no longer a Leadership Member, the Board may appoint a replacement from among the Leadership Members.
4.9. Vacancies
Board vacancies shall be filled by a majority affirmative vote of the remaining directors, except as specified in Section 4.7. A director elected to fill a vacancy shall serve the remainder of the unexpired term.
4.10. Meetings and Participation
Board meetings may be held at any place determined by the Board, within or outside Delaware or the registered office of the Association. Additionally, directors or the entire Board may participate by remote communication allowing all participants to hear one another simultaneously. Participation through approved remote communication constitutes presence in person.
4.11. Annual, Regular, and Special Meetings
The Board shall hold the annual meeting at a time, place, and manner determined by the Board, for the purpose of business.
The Board shall hold regular meetingsat least three (3) times per year at a time, place, and manner determined by the Board, for the election of officers and other business.
The Chair or any director may call special meetings. Notice of any special meeting shall be personally given, mailed, address to such Leadership Member at their address in the Association’s records, or given by a form of electronic transmission not less than ten (10) days before the meeting. Notice shall state the time, place, and purpose of the meeting, and need not be given to any director who participates in such meeting. A director may waive notice before or during such meeting.
4.12. Quorum and Voting
A quorum consists of one-half (1/2) of directors then in office. If a quorum is present, the majority affirmative vote of directors present constitutes Board action, unless a higher amount required by Section 4.2 or otherwise in these Bylaws. Each director shall be entitled to one (1) vote.
If a quorum is not present, the meeting may be adjourned by a majority of the directors present until a quorum is achieved, and notice of the adjournment is not required other than by announcement at such meeting. Once a quorum is established, business may continue until adjournment even if subsequent withdrawals reduce attendance below quorum.
Proxy voting is not permitted.
4.13. Action Without a Meeting
Any action permitted or required to be taken at a meeting of the Board may be taken without a meeting:
By unanimous written consents in writing; or
By the number of directors required to approve the action at a meeting where all directors are present, if Leadership Member approval is not required.
4.14. Conflicts of Interest
Directors, officers, and committee members shall avoid conflicts between personal interests and the interests of the Association comply with the conflict of interest policies approved by the Board, as amended and annually acknowledge receipt of the policies.
ARTICLE 5
OFFICERS
5.1. Officers and Eligibility
The officers of the Association shall include a “Chair,” “Chair-Elect,” “Past Chair,” “Treasurer,” “Secretary,” and such other officers as may be elected by the Board. Each officer shall be a natural person, and no individual may hold more than one office at a time.
Only Provider Leaders who are directors are eligible to serve as Chair, Chair-Elect, or Past Chair. Both Provider and Supplier Leaders who are directors are eligible to serve as Treasurer or Secretary.
5.2. Election and Term
Officers shall be elected annually by the Board and shall serve until the next annual election and until their successors are elected and qualified, or until earlier resignation, removal, or death.
5.3. Resignation
An officer may resign at any time by written notice to the Association, except as otherwise provided in an employment contract, effective upon receipt or at a later time as specified therein, without need for acceptance.
5.4. Removal
An officer may be removed, with or without cause, by resolution adopted by eighty percent (80%) of directors present at a meeting with a quorum.
5.5. Vacancies
A vacancy in any office shall be filled for the remainder of the unexpired term in the manner prescribed in these Bylaws for election to such office.
5.6. Chair
The Chair shall:
Preside at meetings of the Members and the Board;
Be responsible for Board logistics, such as setting Board meeting dates and establishing Board meeting agendas; and
Perform other duties as assigned by the Board.
5.7. Chair-Elect
The Chair-Elect shall assist the Chair as requested and perform other duties as assigned by the Chair or the Board.
5.8. Past Chair
The Past Chair shall preside at meetings in the absence of the Chair and perform other duties as assigned by the Board.
5.9. Treasurer
The Treasurer shall report to the Chair and shall be responsible for:
Maintaining accurate financial records;
Depositing Association funds in the name of and to the credit of the Association Board-designated financial institutions;
Endorsing notes, checks, and drafts and documenting such deposits as directed by the Board;
Disbursing funds as directed by the Board;
Reporting an account of transactions and on the financial condition of the Association to the Board and Executive Director upon request; and
Performing other duties assigned by the Board.
5.10. Secretary
The Secretary shall report to the Chair and shall be responsible for:
Attending and maintaining minutes of meetings of the Members and the Board;
Certifying meetings of the Members and the Board when required;
Providing notice of meetings of the Members and the Board when directed; and
Performing other duties assigned by the Board.
5.11. Other Officers
The Board may appoint additional officers or agents as necessary. Such officers shall have duties, authority, rights, and terms as determined by Board resolution.
5.12. Delegation
No officer may delegate the duties or authority of their office without Board approval.
5.13. Executive Director
The Board may hire and the Association may employ an Executive Director, who shall work under such terms, conditions, and standards as established by the Board and be reviewed annually by the Executive Committee.
Subject to Board direction and control, the Executive Director shall have general responsibility for the operation, management and administration of the Association, including:
Implementing Board resolutions and directions, unless specifically assigned to another by the Board;
Supervising policies, officers, employees, and agents;
Executing contracts and instruments authorized by the Board, individually or with the Secretary, Treasurer, or any other officer authorized by the Board, unless expressly delegated to another officer or agent of the Association or otherwise prescribed by the Board or these Bylaws;
Vote all securities in which the Association is entitled to vote, except to the extent specifically assigned to another officer or agent of the Association by the Board;
Attending all Board meetings as an ex officio, non-voting member; and
Reporting regularly, and at least quarterly, to the Executive Committee; and
Performing other duties assigned by the Board.
ARTICLE 6
COMMITTEES
6.1. Committees Generally
The Board may establish standing or special committees by resolution adopted by a majority of directors then in office, which includes a Finance Committee and may include an Executive Committee, and delegate necessary and desirable powers to such committees, consistent with applicable law. The Board may also establish Advisory Committees, and Working Groups, including, but not limited to, the Supplier Advisory Committee, to provide guidance and recommendations to the Association or the Board on specific issues or endeavors from as appropriate
6.2. Board Committees
A. Composition and Appointment
Board committees shall be appointed by the Board and shall consist of one (1) or more Members, who may be removed with or without cause by the Board. The Board shall appoint a chair for each Board committee and may establish rules of procedure for each Board committee.
B. Limitations on Authority
No Board committee shall have authority to:
Amend the Certificate of Incorporation or these Bylaws;
Approve or recommend to Leadership Members any action required by law to be approved by Leadership Members, other than election or removal of directors (e.g., approval of mergers, consolidations, asset sales, or dissolutions); or
Amend or repeal any Board resolution that by its termsshall not be so amendable or repealable.
Unless otherwise specified by the Board, at each committee meeting, a majority of committee members constitutes a quorum, and a majority affirmative vote of committee members present at a meeting with a quorum constitutes committee action.
Each Board committee shall keep minutes of its meetings and report its actions to the Board at the next Board meeting.
6.3. Executive Committee
If established, the Executive Committee shall consist of the Chair, Chair-Elect, Past Chair, Treasurer, and Secretary.
Between meetings of the Board, the Executive Committee may exercise all authority of the Board in the management of the general affairs of the Association, except that it may not:
Approve actions requiring Board or Member approval under these Bylaws, the Certificate of Incorporation, or Delaware law;
Fill vacancies of or remove directors or officers;
Amend or repeal these Bylaws or adopt new bylaws;
Amend the Certificate of Incorporation; or
Amend or repeal Board resolutions that by its terms may be amended or repealed only by the Board.
6.4. Finance Committee
The Finance Committee shall consist of individuals appointed by the Board, including non-directors with relevant financial expertise. The Treasurer shall serve as chair.
The Finance Committee shall:
Be responsible for financial planning for the Association, including developing the annual budget for Board review, approval, and recommendation to the Leadership Members;
Recommend sale or disposition of assets not contemplated in the approved budget to the Board; and
Perform other financial duties assigned by the Board.
6.5. Advisory Committees and Working Groups
A. Authority and Limitations
Advisory Committees are those committees which carry out functions on behalf of the Board for the purposes, scope, and authority assigned by the Board.
Advisory Committees and Working Groups:
Shall have only the duties expressly delegated by the Board;
Shall not have or exercise Board powers;
Shall not have the power to bind the Association contractually; and
Shall not have the power to authorize use of the Association’s seal.
The Advisory Committees, Working Groups, and their members serve at the pleasure of the Board and may be removed at any time by a fifty percent (50%) affirmative vote of directors present at a meeting with a quorum.
Advisory Committee and Working Group chairs are delegated committee management that is not otherwise reserved in these Bylaws. Advisory Committees and Working Groups may manage agendas and work plans for their respective committees.
B. Standing Advisory Committees
Membership Committee
Responsible for Membership development, recruitment, and retention, including:
Development of policies and procedures for applications for Membership, subject to Board approval;
Advising the Board on Membership classification changes; and
Member relations, including recruitment and retention.
Governance Advisory Committee
Advises the Board and Executive Director on governance matters, including proposed revisions to these Bylaws and the Association’s policies aligned with the Association’s mission.
Supplier Advisory Committee
Advises the Board on initiatives aligned with the Association’s mission.
6.6. Committee Procedures
Sections 3.5–3.12 apply to Leadership Member meetings and committee meetings to the same extent, except that Sections 4.9–4.13 apply to committees whose members consist solely of directors.
Each committee shall maintain minutes of its meetings and provide them to the Board and committee members.
ARTICLE 7
BOOKS AND RECORDS
7.1. Books and Records
The Association shall maintain correct and complete books and records at its principal place of business, including:
The Certificate of Incorporation and these Bylaws;
Accounting and financial records; and
Minutes of meetings of the Members, the Board, and committees with delegated Board authority.
ARTICLE 8
INDEMNIFICATION AND INSURANCE
8.1. Indemnification
A. General
The Association shall indemnify its directors, officers, and other fiduciaries, and other persons entitled to indemnification (each, an “Indemnitee”) to the fullest extent permitted by the DGCL, as amended, but only to the extent such amendment granted the Association broader indemnification rights.
B. Advancement of Expenses
The Association shall promptly advance reasonable out-of-pocket expenses incurred by an Indemnitee in connection with any investigation, claim, proceeding, loss settlement or appeal for which indemnification may be sought under these Bylaws, subject to repayment if, and to the extent that, it is ultimately determined that the Indemnitee is not entitled to indemnification under these Bylaws.
The Association may advance reasonable out-of-pocket expenses up to Two Thousand Five Hundred Dollars ($2,500) without Board approval. Any advances exceeding this amount require Board approval.
8.2. Insurance
The Association shall obtain and maintain directors’ and officers’ liability insurance (“D&O Insurance”) in amounts consistent with industry standards for nonprofit trade associations.
In the event of a covered claim, the Association shall take necessary or desirable steps to cause the insurer to pay all amounts due under the policy in accordance with its terms.