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MK Bylaws Part Ten

Part Ten
Miscellaneous

10.1 Exempt Activities. Notwithstanding any other provision of these by-laws, no member, trustee, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under §501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under §170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

10.2 Election of Chairman Pro Tem. In the absence of the chairman, the president, and any vice president at any members or directors meeting, the members or directors present shall elect a chairman pro tem, who shall preside at the meeting and exercise the same powers as the chairman, the president, or the vice president could if present.

10.3 Parliamentary Law. When not in conflict with these by-laws, Robert's Rules of Order, Revised, 75th Anniversary Edition shall establish the rule of procedure at all members and directors meetings, and the provisions of that publication are incorporated by reference herein as the ruling law for this corporation.

10.4 Power to Vote Stock Held by the Corporation. In the event that this corporation owns stock of another corporation, the president of this corporation shall be authorized to vote that stock on behalf of this corporation. A certified copy of this by-law shall be prepared to accompany the president at any stockholders' meeting which he attends for purposes of voting stock on behalf of this corporation, or a certified copy of this by-law should be attached to any proxy which the president may execute for the purpose of permitting another person to act as his proxy to vote the stock of another corporation.

10.5 Corporate Minute Books and Membership Records. The minute books of this corporation shall be prepared in triplicate, with the original placed in the office of the corporate attorney, a duplicate in the principal office of the corporation, and a computer generated copy sent to the office of the CPA or accountant of the corporation. In lieu of a corporate attorney, the original copy will be placed in the principle office of the corporation. Whenever any minutes, reports or other corporate documents are prepared, they shall be prepared in at least three copies, with one copy executed and placed in the original minute book and two conformed copies placed in the respective duplicate minute books.

Both the president and the attorney shall have at all times a legal-size file which shall contain originals or copies of all legal documents which do not readily fit in the corporate minute book and which have any effect upon the legal rights and duties of the corporation. In lieu of a corporate attorney, the president shall have at all times a legal-size file which shall contain originals or copies of all legal documents which do not readily fit in the corporate minute book and which have any effect upon the legal rights and duties of the corporation.

The attorney for the corporation shall have in his/her possession at all times a duplicate corporate seal, the blank copies of corporate membership certificates, and the membership records, in addition to the original copy of the minute book and a legal file of the corporation, which shall be available to the members of the corporation at all times. In lieu of a corporate attorney, the president for the corporation shall have in his/her possession at all times a duplicate corporate seal, the blank copies of corporate membership certificates, and the membership records, in addition to the original copy of the minute book and a legal file of the corporation, which shall be available to the members of the corporation at all times.

10.6 Dealings by Directors. No contract or other transaction between this corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniary or otherwise interested in, or are directors or officers of, such other corporation. Any director individually, or any firm of which that director may be a member, may be a party to or may be pecuniary or otherwise interested in any contract or transaction of this corporation, provided that the fact that he or his firm have an interest in the transaction shall be disclosed to a majority of the board of directors of this corporation. Any director of this corporation who is also a director or officer of another corporation dealing with this corporation, or who has any personal interest in a matter before the board of this corporation, may be counted in determining the existence of a quorum at any meeting of the board of directors of this corporation which shall authorize any action that may affect that director or that other corporation. That director may vote at such a meeting as if he were not a director or officer of the other corporation or was not personally interested.

10.7 Settlement of Disputes. Any dispute arising out of or in connection with these by-laws, including disputes between or among the corporation, the incorporators, the members, and the directors shall be settled by the negotiation, mediation and arbitration provisions of that certain "Uniform Agreement Establishing Procedures for Settling Disputes" entered into by the parties prior to or concurrently with the adoption of these by-laws.

10.8 Interpretation. Should there be any question in the interpretation of any provision of the Articles of Incorporation or by-laws of this corporation, then an interpretation given in writing by , the attorney who drew these documents, shall be binding. If that attorney is no longer practicing law at the time such interpretation is required, then a written interpretation by a senior member of the last law firm with which the named attorney practiced shall be binding. If that law firm has ceased to be in existence at the time of such interpretation, then written interpretation shall be obtained by the Board of Directors from three disinterested attorneys specializing in corporate law in the state of incorporation, and the interpretation rendered by a majority of them shall be binding.

10.9 Non-Liability of Members, Officers and Directors. The members, officers and directors of this corporation shall not be individually liable for the corporation debts or other liabilities, and private property of such individuals shall be exempt from corporation debts or liabilities.

10.10 Indemnification of Officers. The corporation shall indemnify every person, his heirs, executors and administrators, against all expenses reasonably incurred by such person in connection with any action, suit or proceeding to which such person may be made a party by reason of that person being or having been a director or officer of this corporation, or by reason of that person being or having been a director or officer of any other corporation of which this corporation is a shareholder or creditor, and from which other corporation such person is not entitled to be indemnified, or by reason of such officer or director or former officer or former director becoming a party to any such action, suit or proceeding at the request of or at the direction of this corporation or any successor hereto; provided, however, there shall be no indemnification in relation to any matter as to which such person shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct. In the event of a settlement of such action, suit or proceeding, indemnification of such person shall be provided only in connection with such matters covered by such settlements to which the corporation is advised by counsel that such person to be indemnified did not commit such a breach of duty. This right of indemnification shall be exclusive of other rights to which such person may be entitled. As used in this by-law, expenses shall include, but shall not be limited to, amounts of judgments, penalties or fines and interest thereon for reasonable periods of time, rendered, levied or adjudged against such persons, costs of the action, suit or proceeding, attorneys' fees, expert witness fees and amounts paid in settlement by such persons, provided that such settlement shall have been or is thereafter approved by the board of directors of this corporation. This by-law is made a part of these by-laws to comply with and to take full advantage of North Carolina laws governing such indemnification.

10.11 Authority to Sell Corporate Assets. With the consent or ratification in writing or pursuant to the vote of a majority of members entitled to vote thereon, the board of directors will have the powers and authority to lease, sell, assign, transfer, convey or otherwise dispose of the entire property of the corporation, irrespective of the effects thereof upon the continuance of the purposes of the corporation and the exercise of its franchise; but the corporation may not be dissolved except as provided by the laws of the State of North Carolina.

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