Section 1. Amendments to the Bylaws. Amendments to these bylaws are made by a two-thirds vote of the Board of Directors provided they are given 60 days notice of the proposed changes, rationale, and an opportunity to comment. At any meeting of the Board of Directors, where a quorum is present, the board may, by majority vote, suspend an Article or related Section(s) of the bylaws in order to better define, clarify, restructure and/or generally strengthen the organizational guidelines. Suspension of an Article and/or related Section(s) cannot be suspended for more than 12 months. All changes to the bylaws will be posted on the organization’s website in a conspicuous manner within ten days of the change.
Section 2. Indemnification. Members of the Board of Directors, committee chairs, committee and project volunteers, and employeeswill be indemnified by the organization against any and all claims and liabilities to which these individuals may become subject to, by reason of any action alleged to have been taken, omitted, or neglected by them in their volunteer capacity.
The organization will reimburse these individuals for any liability judicially determined, or any settlement paid before any legal determination of liability with the organization’s consent and approval. These individuals will also be reimbursed for all legal expenses reasonably incurred in connection with any such claim or liability. Or, in lieu of reimbursing such individuals for legal expenses, the organization reserves the right to supply these individuals with competent legal representation at full cost and expense of the organization or its insurance carriers.
The indemnification provision is specifically provided only if a claim against such person is made in his or her official capacity as a volunteer of DCAT in the positions mentioned above; however, no such person will be indemnified against or be reimbursed for any expenses incurred in connection with any claim or liability arising out of his or her willful misconduct, gross negligence or violation of the DCAT Code of Ethics or federal and state antitrust laws.
Section 3. Compensation. Members of the Board of Directors, standing committee chairs, committee and project volunteers will not receive any financial compensation for their service to the organization but may be reimbursed for reasonable expenses.
Section 4. Code of Ethics.Any representative of a member company who assumes a leadership role through election by the membership or appointment by the president must agree to and sign a copy of the current DCAT Code of Ethics. Failing or refusing to do so in the time prescribed will automatically disqualify the member from that role.