Article XII
AMENDMENTS TO BYLAWS



These Bylaws may be amended by the following methods: 

Section 1. Submission to Trustees. 
Any twenty-five (25) members or any five (5) Trustees of the Association may file with the Executive Director a written proposal for amendment of these Bylaws or any Bylaw of the Association. The Executive Director shall promptly submit a copy of each such written proposal for amendment of these Bylaws or any Bylaw to each Trustee. Following thirty (30) day prior written notice to the members of the Association accompanied by a copy of the proposed amendment, except as provided in Sections 2 and 3 of this Article, at any meeting of the Board of Trustees thereafter held, the Board of Trustees, by two-thirds vote of the quorum present, may adopt or reject such proposed amendment of these Bylaws or any Bylaw or may amend the proposal and adopt or reject it as thus amended.

Section 2. Changes in Membership, Quorum or Amendment Procedure. 
If any proposed amendment made under Section 1 of this Article XII effects an exchange, reclassification or cancellation of all or part of the membership of any class of members, increases the quorum for members’ meetings or alters the procedure for amendment of the Bylaws, it shall, in addition to being approved by the Board of Trustees under Section 1 of this Article XII, be submitted to the membership of the Association, shall be adopted or rejected by a majority vote of those members voting and shall become effective only if adopted. The proposed amendment shall be submitted to the membership by written ballot transmitted by regular mail or electronic means unless, at the meeting of the Board of Trustees at which the Board adopts the amendment, two-thirds or more of the Trustees voting vote to submit the amendment to the membership at a meeting of the members of the Association, in which event the proposed amendment shall be submitted to the membership, upon not less than ten (10) business days written notice, at a meeting of the members of the Association. If the proposed amendment would materially and adversely affect the rights, privileges, preferences, restrictions or conditions as to voting of any class of members in a manner different from the manner in which such action affects another class or would effect an exchange, reclassification or cancellation of all or part of the membership of a particular class, then adoption of the proposed amendment shall also require approval by a majority of the members of the affected class voting.

Section 3. Rejected by Trustees. 
Any proposal for amendment under Section 1 of this Article XII which has been rejected by the Board of Trustees or which the Board has failed to adopt or reject within a period of three months after filing shall upon written request of two hundred fifty (250) or more of the members of the Association be submitted to the membership by written ballot transmitted by regular mail or electronic means unless, at the meeting of the Board of Trustees next succeeding the filing of the members’ request for submission, two-thirds or more of the Trustees voting vote to submit the proposal to the membership at a meeting of the members of the Association, in which event the proposal shall be submitted to the membership upon not less than ten (10) business days written notice at a meeting of the members of the Association held within sixty (60) days after the filing of the members’ request for submission. Any proposal to be submitted to the membership by a vote conducted by ballot pursuant to this Section 4 shall be so submitted within one year after the filing of the written request for submission to the membership, and by a majority vote of the members voting, the amendment shall be adopted or rejected.

Section 4. Frequency of Ballots. 
Notwithstanding the provisions of Section 3 of this Article XII, except upon the affirmative vote of a majority of the quorum present at any meeting of the Board of Trustees, the provisions of said Section 3 shall not require a proposal for amendment of the Bylaws filed within one year after the defeat, by a vote conducted by ballot of the membership or at a meeting of the members, of a substantially similar (in the judgment of the Board of Trustees) proposal to be submitted to the membership by a ballot.

Section 5. Quorum for Ballots. 
A quorum for action by the membership by vote conducted by ballot shall be the same as for any meeting of the members pursuant to Section 5 of Article III.

Section 6. Ballot Statements. 
The proponents and opponents of any proposed change in the Bylaws shall have the right to have a ballot statement not exceeding 500 words sent to the membership at Association expense along with each ballot and each notice of a membership meeting at which the proposed change is to be voted upon; provided that such proponents and opponents shall furnish their proposed ballot statements to the Executive Director no later than five (5) days prior to the deadline date for transmittal of the subject ballot or notice, as the case may be, provided for in Sections 2 and 3 of this Article.

Section 7. Proponents’ Ballot Statement. 
The proponents of any change in the Bylaws shall be the members or Trustees of the Association who proposed the change in writing pursuant to Section 1 of this Article. The proponents shall determine by majority vote or such other procedure as they may agree upon who shall prepare the ballot statement in support of the proposed change.

Section 8. Opponents’ Ballot Statement. 
The opponents’ ballot statement shall be prepared (a) as determined by a majority of the Trustees opposing the change or (b) as determined by a majority of 25 or more signatories who submit a written petition to the Executive Director seeking to prepare the opponents’ ballot statement. If both methods are utilized, the Trustees majority in opposition shall determine who prepares the opponents’ ballot statement.

Section 9. Implementing Procedures. 
The Board of Trustees may adopt by resolution such procedures as may be necessary to implement the provisions of this Article XII.