Bylaws

(a nonprofit corporation)

ARTICLE I
OFFICES

Section 1. Registered Office. The initial registered office shall be in the City of Melbourne, Australia.

Section 2. Other Offices. The corporation may also have offices at such other places both in and outside the city of Melbourne as the Council may from time to time determine or the business of the corporation may require.

ARTICLE II
PURPOSE

Section 3. General. The purposes of the corporation are as set forth in Article II of the articles of incorporation of the corporation. In furtherance of such purpose, the Corporation shall, among other things, do the following:
(a) promote the international exchange of knowledge and research techniques via training fellowships, instructional courses and workshops, as well as organization and funding for international meetings;
(b) provide expert advice to governmental and non-governmental agencies on the support of human and other proteome research;
(c) collect and distribute information on human and other proteome-related programs and projects;
(d) promote open access to major resources for human proteome analysis, such as databases, collections of DNA clones, cell lines and other biological samples; and
(e) act as liaison with other international organizations involved in proteome research and related development and providing support for or assistance with their activities.

ARTICLE III
COUNCIL

Section 4. Functions. Except as specifically provided in the corporation¡¯s articles of incorporation or these bylaws, all rights, powers, duties and responsibilities relative to the management and control of the corporation¡¯s property, activities and affairs are vested in the board of directors contemplated by the Act. Such board of directors shall be referred to as the ¡°Council¡± for all purposes, including, without limitation, theses bylaws.

Section 5. Number And Term Of Council Members.
(a) The business and affairs of the corporation shall be managed by or under the direction of the Council, consisting of not less than ten (10) or more than twenty-four (24) members (including ex officio members), the exact number of members to be determined from time to time solely by a resolution adopted by an affirmative vote of a majority of the Council then in office. The members shall all be scientists who are engaged in educational, research or commercial activities related to the purposes of the corporation. The term of council member is three year.
(b) If the number of members is changed, any increase or decrease shall be apportioned among the classes of members so as to maintain the number of members in each class as nearly equal as possible, but in no case will a decrease in the number of members shorten the term of any incumbent Council member. When the number of members is increased by the Council and any newly created memberships are filled by the Council.
(c) A Council member shall hold office until the meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Newly created Council memberships resulting from an increase in the number of members and any vacancy on the Council may be filled only by the members by an affirmative vote of a majority of the Council then in office. If the number of members then in office is less than a quorum, such newly created memberships and vacancies may be filled by a majority of the members then in office, although less than a quorum, or by the sole remaining Council member. A Council member elected by the Council to fill a vacancy shall hold office until the meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify.
(d) The President and immediate past President of the corporation shall also serve as ex officio members of the Council, with voting rights equal to elected members of the Board.

Section 6. Vacancies. Unless otherwise limited by the articles of incorporation or bylaws, if a vacancy, including a vacancy resulting from an increase in the number of members, occurs in the Council, the vacancy may be filled by the affirmative vote of a majority of the remaining members though less than a quorum.

Section 7. Removal. Any Council member may be removed at any time, with or without cause, by vote of a majority of the members of the Council.
Section 8. Resignation. A Council member may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation.

Section 9. Location of Meetings. Regular or special meetings of the Council may be held either in or outside the city of Melbourne..

Section 10. Regular Meetings of Council. The regular annual meeting of the Council for election of members and officers and for such other business as may properly come before the meeting, commencing with the year2004, shall be held with or without notice at the biannual AOHUPO Conference Meetings of the corporation, or at such other date and time as shall be determined from time to time by a majority of the Council, unless such action is taken by written consent as provided in Section 11 of this Article. Any other regular meeting of the Council may be held without notice at such time and at such place as shall from time to time be determined by the Council.

Session 11. Special Meeting of Council. Any special meeting of the Council may be called by the President, the executive committee, or by a majority of the persons then comprising the Council, at any time by means of notice of the time and place thereof to each Council member, given not less than seven (7) days before the time such special meeting is to be held.

Section 12. Committees of Council Members. In addition to standing committees provided for in these bylaws, the Council may designate one (1) or more committees, each committee to consist of one (1) or more of the members of the Council. The Council may designate one (1) or more members as alternate members of any committee, who may replace an absent or disqualified member at a meeting of the committee. The Council may also designate one or more persons to serve as the chair of any committee, and delegate authority to such chair(s) to populate such committee, subject to final approval of the Council. Excepting standing committees provided for in these bylaws, The Council may appoint committee chairs and committee chairs for any term the Council may prescribe in establishing or populating any committee. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Council to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Council creating such committee, may exercise all the powers and authority of the Council in the management of the business and affairs of the corporation. A committee (including the executive committee) does not have the power or authority to amend the articles of incorporation, change the mission of the corporation, approve the budget of the corporation, adopt an agreement of merger or consolidation, recommend to the Council the sale, lease or exchange of all or substantially all of the corporation¡¯s property and assets, recommend to the Council a dissolution of the corporation or a revocation of a dissolution, amend the bylaws of the corporation; fill vacancies in the Council, remove members of the Council or fix compensation of the members for serving on the Council or on a committee. Any such committee, and each member thereof, shall serve at the pleasure of the Council.

Section 13. Executive Committee. The executive committee of the Council shall be a standing committee and shall possess and exercise the full authority of the Council in the management of the business and affairs of the corporation between meetings of the Council; provided, however, that the powers of the executive committee shall be limited as provided in the foregoing Section. The executive committee, not to exceed six (6) members, shall consist of the president, the president elect, the secretary general, and treasurer of the corporation. The President shall preside at all meetings and serve as the chair of the executive committee. Meetings of the executive committee shall occur not less often than once each calendar quarter and may be called on not less than seven (7) days¡¯ notice by the president, the president elect or any two (2) other members of the executive committee.

Section 14. Nominating Committee. The nominating committee of the Council shall be a standing committee and shall be responsible for making nomination recommendations to the executive committee for adoption by the Council to fill vacancies on such Council and for the appointment of officers of the corporation. The members of the nominating committee shall consist of not more than five (5) persons of the Council appointed by the chair of such committee appointed by the Executive Council for one-year term. Such appointments shall occur at each annual meeting of the Council for the purposes of filling vacancies at the next following annual meeting. The nominating committee shall meet prior to the annual meeting of the Council at which any vacancy on such Council is to be filled and present candidates for such vacancies and for officers to the executive committee for approval not less than thirty (30) days prior to such annual meeting of the Council.

Section 15. Quorum and Required Vote of Council and Committees. At all meetings of the Council, or of a committee thereof, a majority of the members of the Council then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business unless the articles of incorporation, these bylaws, or in the case of a committee, the Council resolution establishing the committee, provide for a larger or lesser number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the Council or of the committee, unless the vote of a larger number is required by the Act, the articles of incorporation, or these bylaws, or in the case of a committee, the Council resolution establishing the committee. Amendment of these bylaws by the Council requires the vote of not less than a majority of the members of the Council then in office. If a quorum shall not be present at any meeting of the Council, the members present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 16. Action by Written Consent. Action required or permitted to be taken pursuant to authorization voted at a meeting of the Council or a committee thereof may be taken without a meeting if, before or after the action, all members of the Council or of the committee consent thereto in writing, which writing may be in physical or electronic form. The written consents shall be filed with the minutes of the proceedings of the Council or committee. The consent has the same effect as a vote of the Council or committee for all purposes.

Section 17. Compensation of Council Members. The Council, by affirmative vote of a majority of members in office and irrespective of any personal interest of any of them, may establish reasonable compensation of Council or committee members for services to the corporation as members or officers.

Section 18. Conduct of Meetings. Any member of the Council or of any committee may participate in a meeting by means of conference telephone or videophone, the Internet or other electronic means by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

ARTICLE IV
NOTICES

Section 19. Notice.
(a) Whenever any notice or communication is required to be given by mail to any Council or committee member under any provision of the Act, or of the articles of incorporation or of these bylaws, it shall be given in writing, except as otherwise provided in the Act, to such Council member at the address designated by him or her for that purpose or, if none is designated, at his or her last known address. The notice or communication is given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States postal service. The mailing shall be registered, certified or other first class mail except where otherwise provided in the Act. Written notice may also be given in person or by telegram, telecopy, telex, radiogram, cablegram, or mailgram, and such notice shall be deemed to be given when the recipient receives the notice personally, or when the notice, addressed as provided above, has been delivered to the corporation, or to the equipment transmitting such notice. Neither the business to be transacted at, nor the purpose of, a regular or special meeting of the Council need be specified in the notice of the meeting.
(b) Notwithstanding the foregoing, any notice or communication is required to be given by mail to any Council or committee member under any provision of the Act, or of the articles of incorporation or of these bylaws may also be given by electronic mail as a non-exclusive alternative to any of the means prescribed by the foregoing subsection. Any such notice shall be given at the last known electronic mail address for any such member and shall be deemed given when sent, without any need for verification of receipt.
(c) For purposes of the foregoing, the secretary shall keep a record of the last known address and electronic email address for each member of the Council or a committee thereof.

Section 20. Waiver of Notice. When, under the Act or the articles of incorporation or these bylaws, or by the terms of an agreement or instrument, the corporation or the Council or any committee thereof may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without lapse of the period of time, if at any time before or after the action is completed the person entitled to notice or to participate in the action to be taken submits a signed waiver of such requirements. Any such waiver may be in written or electronic form. Attendance of a Council or committee member at a meeting constitutes a waiver of notice of a meeting, except where a Council or committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V
OFFICERS

Section 21. Selection. The Council, at its first meeting and at each annual meeting, shall elect or appoint a president, a president-elect, secretary general and a treasurer. The Council may also elect or appoint one (1) or more vice presidents and such other officers, employees and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Council. Two (2) or more offices may be held by the same person, but an officer shall not execute, acknowledge or verify an instrument in more than one (1) capacity if the instrument is required by law or the articles or bylaws to be executed, acknowledged or verified by two (2) or more officers.

Section 22. Compensation. The salaries of all officers, employees and agents of the corporation shall be fixed by the Council; provided, however, that the Council may delegate to the officers the fixing of compensation of assistant officers, employees and agents.

Section 23. Term, Removal and Vacancies. Each officer of the corporation shall hold office for three-year for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal. An officer elected or appointed by the Council may be removed by the Council with or without cause at any time. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation. Any vacancy occurring in any office of the corporation shall be filled by the Council.

Section 24. President. The president shall be the chief executive officer of the corporation and shall serve as the chair of the Council. The president shall be responsible to the Council for the general supervision and management of the business and affairs of the corporation and shall see that all orders and resolutions of the Council and the executive committee are carried into effect. He or she shall preside at all meetings of the Council and of the executive committee. He or she shall perform such other duties and functions as shall be assigned to him or her from time to time by the Council. He or she shall be, ex officio, without vote, a member of the nominating committee and all ad hoc committees. The president shall possess the same power and authority to sign all certificates, contracts, instruments, papers and documents of every conceivable kind and character whatsoever in the name of and on behalf of the corporation which may be authorized by the Council.

Section 25. President Elect. The Council shall elect the president elect of the corporation at each annual meeting of the Council. The president elect shall succeed the president in such capacity upon the expiration of the term of the latter. The president elect shall be subject to the authority of the president, but shall exercise all of the powers and discharge all of the duties of the president during the absence or disability of the president.

Section 26. Vice Presidents. The Council may elect or appoint one or more vice presidents. The Council may designate one or more vice presidents as executive or senior vice presidents. Unless the Council shall otherwise provide by resolution duly adopted by it, such vice presidents as shall have been designated executive or senior vice presidents and are members of the Council in the order specified by the Council (or if no vice president who is a member of the Council shall have been designated as executive or senior vice president, then such vice presidents as are members of the Council in the order specified by the Council) shall perform the duties and exercise the powers of the president during the absence or disability of the president. The vice presidents shall perform such other duties as may be delegated to them by the Council, the executive committee or the president.

Section 27. Secretary General. The secretary general shall attend all meetings of the Council and of the executive committee, and shall preserve in the books of the corporation true minutes of the proceedings of all such meetings. He or she shall safely keep in his or her custody the seal of the corporation, if any, and shall have authority to affix the same to all instruments where its use is required or permitted. He or she shall give all notice required by the Act, these bylaws or resolution. He or she shall perform such other duties as may be delegated to him or her by the Council, the executive committee or the president.

Section 28. Treasurer. The treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements; he or she shall deposit all moneys, securities and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the Council. He or she shall disburse the funds of the corporation as may be ordered by the Council, taking proper vouchers for such disbursements, and shall render to the president and the Council whenever requested an account of all his or her transactions as treasurer and of the financial condition of the corporation. If required by the Council, he or she shall keep in force a bond in form, amount and with a surety or sureties satisfactory to the Council, conditioned for faithful performance of the duties of his or her office, and for restoration to the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his or her possession or under his or her control belonging to the corporation. He or she shall perform such other duties as may be delegated to him or her by the Council, the executive committee or the president.

Section 29. Assistant Secretaries and Assistant Treasurers. The assistant secretary or assistant secretaries, in the absence or disability of the secretary, shall perform the duties and exercise the powers of the secretary. The assistant treasurer or assistant treasurers, in the absence or disability of the treasurer, shall perform the duties and exercise the powers of the treasurer. Any assistant treasurer, if required by the Council, shall keep in force a bond as provided in the foregoing Section. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or by the treasurer, respectively, or by the Council, the executive committee or the president.

Section 30. Delegation of Authority and Duties by Council. All officers, employees and agents shall, in addition to the authority conferred, or duties imposed, on them by these bylaws, have such authority and perform such duties in the management of the corporation as may be determined by resolution of the Council not inconsistent with these bylaws.

ARTICLE VI
INDEMNIFICATION

Section 31. Indemnification of Council Members and Officers: Claims by Third Parties. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exists or may hereafter be amended, indemnify a Council member or officer (the ¡°Indemnitee¡±) who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a Council member, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Council member, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses, including attorneys¡¯ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action, suit, or proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.

Section 32. Indemnification of Council Members and Officers; Claims Brought by or in the Right of the Corporation. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exists or may hereafter be amended, indemnify an Indemnitee who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a Council member, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Council member, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including actual and reasonable attorneys¡¯ fees, and amounts paid in settlement incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation. However, indemnification under this Section shall not be made for a claim, issue, or matter in which the Indemnitee has been found liable to the corporation unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

Section 33. Actions Brought by the Indemnitee. Notwithstanding the provisions of the foregoing Sections of this Article, the corporation shall not indemnify an Indemnitee in connection with any action, suit, proceeding or claim (or part thereof) brought or made by such Indemnitee; unless such action, suit, proceeding or claim (or part thereof) (a) was authorized by the Council, or (b) was brought or made to enforce this Article and such Indemnitee has been successful in such action, suit, proceeding or claim (or part thereof).
Section 34. Approval of Indemnification. An indemnification under the first two Sections of this Article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in such Sections. This determination shall be made promptly in any of the following ways:
(a) By a majority vote of a quorum of the Council consisting of members who were not parties to the action, suit, or proceeding.
(b) If the quorum described in subdivision (a) is not obtainable, then by a majority vote of a committee of members who are not parties to the action. The committee shall consist of not less than two (2) disinterested members.
(c) By independent legal counsel in a written opinion.

Section 35. Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in the first two Sections of this Article shall be paid by the corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of any undertaking by or on behalf of the Indemnitee to repay the expenses if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the corporation. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.

Section 36. Partial Indemnification. If an Indemnitee is entitled to indemnification under the first two Sections of this Article for a portion of expenses including attorneys¡¯ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the corporation shall indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the Indemnitee is entitled to be indemnified.

Section 37. Indemnification of Employees and Agents. Any person who is not covered by the foregoing provisions of this Article and who is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a trustee, Council member, officer, employee or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, may be indemnified to the fullest extent authorized or permitted by the Act or other applicable law, as the same exist or may hereafter be amended, but in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, but in any event only to the extent authorized at any time or from time to time by the Council.

Section 38. Other Rights of Indemnification. The indemnification or advancement of expenses provided under this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, these bylaws, or a contractual agreement. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for in this Article continues as to a person who ceases to be a trustee, Council member, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.

Section 39. Liability Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Council member, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a trustee, Council member, officer, employee or agent of another corporation, business corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person¡¯s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the Act.

Section 40. Contract with the Corporation. The right to indemnification conferred in this Article shall be deemed to be a contract between the corporation and each Council member or officer who serves in any such capacity at any time while this Article is in effect, and any repeal or modification of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. In the event this Article is repealed or modified, the corporation shall give written notice thereof to the members and officers and any such repeal or modification shall not be effective for a period of sixty (60) days after such notice is delivered.

Section 41. Application to a Resulting or Surviving Corporation or Constituent Corporation. The definition for ¡°corporation¡± found in Section 569 of the Act, as the same exists or may hereafter be amended, is and shall be, specifically excluded from application to this Article. The indemnification and other obligations of the corporation set forth in this Article shall be binding upon any resulting or surviving corporation after any merger or consolidation of the corporation. Notwithstanding anything to the contrary contained herein or in Section 569 of the Act, no person shall be entitled to the indemnification and other rights set forth in this Article for acting as a Council member, officer, partner, trustee, employee or agent of another corporation prior to such other corporation entering into a merger or consolidation with the corporation.

Section 42. Definitions. ¡°Other enterprises¡± shall include employee benefit plans; ¡°fines¡± shall include any excise taxes assessed on a person with respect to an employee benefit plan; and ¡°serving at the request of the corporation¡± shall include any service as a Council member, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the Council member, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner ¡°not opposed to the best interests of the corporation¡± as referred to in the first two Sections of this Article.

Section 43. Severability. Each and every paragraph, sentence, term and provision of this Article shall be considered severable in that, in the event a court finds any paragraph, sentence, term or provision to be invalid or unenforceable, the validity and enforceability, operation, or effect of the remaining paragraphs, sentences, terms, or provisions shall not be affected, and this Article shall be construed in all respects as if the invalid or unenforceable matter had been omitted.

ARTICLE VII
GENERAL PROVISIONS

Section 44. Reserves. The Council shall have power and authority to set apart such reserve or reserves, for any proper purpose, as the Council in its discretion shall approve, and the Council shall have the power and authority to abolish any reserve created by the Council.

Section 45. Voting Securities. Unless otherwise directed by the Council, the president, or in the case of his or her absence or inability to act, the vice presidents, in order of their seniority, shall have full power and authority on behalf of the corporation to attend and to act and to vote, or to execute in the name or on behalf of the corporation a consent in writing in lieu of a meeting of shareholders or a proxy authorizing an agent or attorney-in-fact for the corporation to attend and vote at any meetings of security holders of corporation in which the corporation may hold securities, and at such meetings he or she or his or her duly authorized agent or attorney-in-fact shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the corporation might have possessed and exercised if present. The Council by resolution from time to time may confer like power upon any other person or persons.

Section 46. Checks. All checks, drafts and orders for the payment of money shall be signed in the name of the corporation in such manner and by such officer or officers or such other person or persons as the Council shall from time to time designate for that purpose; provided, however, in the absence of any such designation, the treasurer of the corporation, acting alone, shall have the authority to sign all checks on behalf of the corporation.

Section 47. Contracts, Conveyances, etc. When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the president or any vice president, and the secretary or assistant secretary, may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto. The Council shall have power to designate the officers and agents who shall have authority to execute any instrument on behalf of this corporation.

Section 48. Corporate Books and Records. The corporation shall keep books and records of account and minutes of the proceedings of its Council and executive committees, if any. The books, records and minutes may be kept outside this state. Any of the books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. The corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the records.

Section 49. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Council. In the absence of any such action, the fiscal year of the corporation shall be the calendar year.

Session 50. Seal. If the corporation has a corporate seal, it shall have inscribed thereon the name of the corporation and the words ¡°Corporate Seal¡± and ¡°Melbourne.¡± The seal may be used by causing it or a facsimile to be affixed, impressed or reproduced in any other manner.

ARTICLE VIII
AMENDMENTS

The Council may amend or repeal the bylaws or adopt new bylaws. Such action may be taken by written consent or at any meeting of or the Council; provided that if notice of any such meeting is required by these bylaws, it shall contain notice of the proposed amendment, repeal or new bylaws.