INTERCOLLEGIATE SQUASH ASSOCIATION
(a Delaware corporation not for profit and without capital stock)
MISSION & OFFICES
The Intercollegiate Squash Association (the “Association”) is the governing body for men’s and women’s varsity college squash in the United States. Its mission is to foster national intercollegiate varsity squash competition by establishing the rules of competition, the structure of national championships, and consistent eligibility policies for athletes and teams, and enforce the association’s rules and policies. The Association does so in service to both elevating the values of sportsmanship, integrity and fair-play for all student-athletes, coaches, and their affiliated institutions, and increasing the opportunities for student-athletes to play intercollegiate varsity college squash.
The principal office of the Association will be located at such place within or without the State of Delaware as the Board of Directors (referred to in these By-Laws as the “Board of Directors” or the “Board”) may from time to time determine. The Association may also have other offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Association may require.
MEMBERS & ANNUAL MEETINGS
SECTION 2.1. Membership
The Association has one class of members who will be considered to be the members of the Association for the purposes of any statutory provision or rule of law relating to members of a non-stock not-for-profit Association. Eligible members will be institutions offering four-year bachelor’s degrees and fielding a varsity college squash team in the United States.
SECTION 2.2. Membership Rights
Members shall be entitled to vote at the Annual Meeting and special meetings of the Members and to have teams compete, if otherwise qualified, in all tournaments and matches played under the auspices of, or accredited by, this Association, provided all other criteria for membership are met and eligibility is maintained.
SECTION 2.3. Membership Status and Application
Membership will be open to all eligible institutions fielding at least one varsity collegiate squash team. Membership eligibility will rely on compliance with the rules and policies of the Association as determined by the Board of Directors. The Board of Directors of the Association may establish such other criteria for membership, and process to apply for membership, as they deem appropriate.
SECTION 2.4. Annual Meeting of the Members
A meeting of the membership will be held annually for the election of directors and the transaction of such other business as may properly come before the membership. The annual meeting of the membership will take place as the Chairman of the Board shall determine. At any time in the interval between annual meetings, a special meeting of the members may be called by the Chairman of the Board or by a written demand of a majority of the Board of Directors, provided the same notice is given to Members.
SECTION 2.5. Notice
In accordance with Section 222 of the Delaware General Association Law, written notice which states the place, if any, date and hour of the meeting, and the means of remote communications, if any, by which members may be deemed to be present in person and vote at such meeting, will be made by first class mail, facsimile transmission, telegraph, telex, courier service, electronic mail or hand delivery and will be given not less than ten nor more than sixty days before the date of the meeting. Notice of special meetings will indicate the purpose for which they are called. Notice of meetings need not be given to any member who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
SECTION 2.6. Quorum
At all meetings of the members, at least fifteen (15) members or half of the members, whichever is greater, will be present in person to constitute a quorum for the transaction of business.
SECTION 2.7. Organization
The Chairman of the Board will preside at all meetings of the members or, in the absence of the Chairman, an acting Chairman will be chosen by the Board of Directors. The Secretary of the Association will act as secretary at all meetings of the members. In the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.
SECTION 2.8. Voting
At any meeting of the members, each member will be entitled to designate one representative of the institution with a current and formal relationship with the institution to represent it and to vote. Each member institution will be entitled to one (1) vote. The Board of Directors may, in its sole discretion, adopt guidelines and procedures to allow members to participate, be deemed present, and vote at any meeting of the members. Except as otherwise provided in these By-Laws, voting at the meeting of the members, Board, Standing Committees and any other committees shall be by majority of a quorum. A motion shall not be passed if the vote is tied.
SECTION 2.9. Proxies
In accordance with Section 215 of the Delaware General Association Law, voting by proxy will not be permitted.
SECTION 2.10. Action by the Members
As authorized under Section 215(c) of the Delaware General Association Law, and except as otherwise provided by law or by these By-Laws, any corporate action authorized by a majority of the votes cast at a meeting of the members will be an act of the members. The directors may be elected by a plurality of the votes cast at a meeting of the members. As authorized under Section 228(b) of the Delaware General Corporate Law, action may be taken without a meeting on written consent, setting forth the action so taken, signed, electronically or in any other manner otherwise determined appropriate by the Board of Directors, by the members having not less than the minimum number of votes that would be required to authorize or take such action if a meeting at which all members entitled to vote thereon were present.
SECTION 2.11. Dues
The Board of Directors will, from time to time, establish the amount of dues payable by the respective classes of members, if any, and the manner in which such dues will be paid.
BOARD OF DIRECTORS
SECTION 3.1. Powers and Number
The business and affairs of the Association will be managed by or under the direction of the Board of Directors in accordance with the purposes and limitations set forth in the Certificate of Incorporation and these By-Laws. The number of directors that will constitute the Board will be nine (9) consisting of five (5) independent directors recommended for nomination by the Nominating and Governance Committee in accordance with this ARTICLE III; and (ii) four (4) Coaches Advisory Committee members elected as Committee Chairperson and Vice-Chairperson of the Men’s Subcommittee and Women’s Subcommittee respectively; and not including any non-voting ex-officio member of the Board appointed pursuant to Section 3.4. Within the specified limits, including maintaining that independent directors are in the majority of voting directors, the number of directors will be determined by resolution of the Board of Directors. At no time shall the Board of Directors be comprised of fewer than 25% women.
SECTION 3.2. Election and Term
(a) At the first annual meeting after the adoption of these By-Laws, a plurality of the members will elect one-third of the directors for a term of one year (class I), one-third of the directors for a term of two years (class II), and one-third of the directors for a term of three years (class III), creating three (3) classes of directors. Each class will be as nearly equal in number as possible, class I having, if necessary, the smallest number of directors and class II having the next smallest. Each director so elected will serve until the expiration of such director’s respective term and until the election or appointment and qualification of such director’s successor or such director’s earlier death, resignation, or removal.
(b) At each annual meeting thereafter, a number of directors equal to that of those whose terms have expired will be elected by a plurality of the members for a term of three (3) years and the election or appointment and qualification of such director’s successor or until such director’s earlier death, resignation, or removal. At the expiration of any term of three (3) years, any director may be reelected once, or twice in the instance of a director having served a partial term as a consequence of filling a vacancy or newly created directorship including the first election of directors.
(c) Four (4) full time head coaches of member institution programs shall serve as members of the Board of Directors, consisting of the Chairperson and Vice-Chairperson of the Women’s Advisory Subcommittee, and Chairperson and Vice-Chairperson of the Men’s Advisory Subcommittee. Two (2) full time head coaches of member institution programs shall be elected by the Coaches Advisory Committee to serve as Chairperson and Vice-Chairperson of the Women’s Advisory Subcommittee, and two (2) full time head coaches of member institution programs shall be elected by the Coaches Advisory Committee to serve Chairperson and Vice-Chairperson of the Men’s Advisory Subcommittee. Subcommittee Chairs and Vice-Chairs shall serve two (2) year terms, and no more than four (4) full terms, regardless of whether as Chair or Vice-Chair, or for the Women’s or Men’s Subcommittees. Such members will be counted in determining the presence of a quorum and will be entitled to vote.
SECTION 3.3. Vacancies and Newly Created Directorships
Newly created directorships resulting from an increase in the authorized number of directors and vacancies occurring in the Board of Directors for any cause, including any such vacancy occurring by reason of the removal of any director from office with or without cause, may be filled by the vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so elected will serve until the expiration of the term of the vacant position and until such director’s successor is elected or appointed and qualified or until such director’s earlier death, resignation, or removal. New directorships will be classified so as to maintain equality [between] [among] the classes of directors.
SECTION 3.4. Ex Officio Board Member(s)
An officer of US Squash will serve as an ex-officio member of the Board of Directors, and in such capacity will not be counted in determining the presence of a quorum and will not be entitled to vote.
SECTION 3.5. Removal
Any director may be removed with or without cause by a two thirds (2/3) vote of the directors.
SECTION 3.6. Resignations
Any director may resign at any time by giving written notice to the Chairman or Secretary. The resignation will take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.
SECTION 3.7. Meetings
Regular or annual meetings of the Board of Directors will be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the Chairman or not less than a majority of the directors then in office and never fewer than three (3). Unless otherwise fixed by the Board of Directors, the annual meeting of the Board of Directors will be the first regular meeting following the beginning of the Association’s fiscal year.
SECTION 3.8. Notice of Meetings
Notice need not be given of regular meetings of the Board of Directors if the time and place of such meetings are fixed by the Board of Directors. Notice of each special meeting of the Board of Directors must be given to each director not less than [two] days before such meeting. Notice may be in writing and sent by mail, addressed to such director at his or her address as it appears on the records of the Association, with prepaid postage thereon. Such notice will be deemed to have been given when it is deposited in the United States mail. Notice may also be by telephone or sent by facsimile transmission, telegraph, telex, courier service, electronic mail or hand delivery. Notice of a meeting of the Board need not be given to a director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
SECTION 3.9. Place and Time of Meetings
Meetings of the Board of Directors will be held at the location, within or without the State of Delaware, which is fixed by the Board of Directors or, in the case of a special meeting, by the person or persons calling the special meeting.
SECTION 3.10. Quorum & Guests
At each meeting of the Board a majority of the total number of voting directors then in office will constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until such a quorum is present. Guests may attend Board meetings only upon invitation of the Chairman of the Board or the Commissioner.
SECTION 3.11. Manner of Acting
Except as otherwise provided herein or required by applicable law, the vote of a majority of the directors present at any meeting at which there is a quorum will be the act of the Board of Directors.
SECTION 3.12. Conflicts Policy
(a) Any potential conflict of interest which could result in a direct or indirect financial or personal benefit to a director, officer or staff member must be disclosed in good faith or known to the Board of Directors or committee authorizing a contract or other transaction. The interested individual may participate in the information-gathering stage of the Board of Directors’, or committee’s, discussion but will retire from the room in which the Board of Directors or a committee thereof is meeting and will not participate in the final deliberation or decision regarding such contract or other transaction. Such interested individual may not vote on such contract or other transaction. It is understood that US Squash serves as the fiscal sponsor of the Association. Therefore, the fact that a director or officer of the Association also serves as a director or member of the governing board of US Squash will not, unless circumstances dictate otherwise, be deemed to bestow a personal or financial benefit on the director or officer such that a conflict of interest exists.
(b) Common or interested directors may be counted in determining the presence of a quorum at the meeting of the Board or of a committee which authorizes such contracts.
(c) The minutes of the meeting of the Board of Directors or committee thereof will reflect (a) that the conflict of interest was disclosed, (b) that the interested director, officer or staff member was not present during the final discussion or vote of the Board of Directors or committee thereof and (c) that the interested individual abstained from voting.
(d) All questions as to whether a conflict of interest exists will be resolved by a vote of the Board of Directors in which the interested individual may not vote.
(e) A conflict of interest disclosure statement will be furnished annually to the Board by each director, officer and staff member. The disclosure statements will be reviewed annually by the Board of Directors or by a committee thereof. In addition, each director, officer and staff member must report promptly to the Association any potential conflict of interest as and when it arises.
(f) In determining whether to approve such contract or transaction, disinterested directors will take into account the restrictions regarding either self-dealing under Section 4941 of the Internal Revenue Code of 1986, as amended (the “Code”), in the case of an organization classified as a private foundation or excess benefit transactions under Section 4958 of the Code, in the case of an organization classified as a public charity.
SECTION 3.13. Committees of Directors
The Board of Directors may designate one or more committees, including without limitation the following Standing Committees: a Finance and Audit Committee, a Nominating and Governance Committee, a Coaches Advisory Committee, a Rules and Regulations Committee and a Sport Development Committee, each of which will have and exercise such power and authority as the Board of Directors will specify and as permitted by law. Each Standing Committee shall adopt written policies and procedures that shall be approved by the Board of Directors which shall govern such Standing Committee’s operations and policies (each a “Committee Charter”). Each committee will consist of two or more directors. Each committee will have a minimum of five (5) members and a maximum of seven (7) members with the exception of the Coaches Advisory Committee which shall exclusively include all varsity head coaches of member institutions. Independent directors shall serve as Chairs of all committees, with the exception of the Coaches Advisory Committee. The Chairman of the Board shall not serve as Chairperson of any Standing Committee however Chairman of the Board shall serve as an ex officio non-voting member of every committee. The Board of Directors shall elect the Chairs of each Standing Committee with the exception of the Coaches Advisory Committee. Members of the Coaches Advisory Committee shall at no time be in the majority serving on committees with the exception of the Coaches Advisory Committee. The Coaches Advisory Committee shall be co-chaired by the Chairperson of the Women’s Coaches Subcommittee of the Coaches Advisory Committee and the Chairperson of the Men’s Coaches Subcommittee. Both the Women’s and Men’s Subcommittees shall each have a Vice-Chair, and the Chairpeople and Vice-Chairs of these subcommittees shall serve as members of the Board of Directors. At each meeting of a committee, a majority of the members of the committee will be present to constitute a quorum. The vote of a majority of the members of a committee present at any meeting at which there is a quorum will be the act of the committee.
SECTION 3.14. Meeting by Conference Telephone
Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means will constitute presence in person at a meeting.
SECTION 3.15. Action Without a Meeting
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee consent in writing, including by electronic transmission, to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or such committee will be filed with the minutes of the proceedings of the Board of Directors or such committee. The filing will be in paper form if the minutes are maintained in paper form and will be in electronic form if the minutes are in electronic form.
SECTION 3.16. Compensation of Directors
The Association will not pay any compensation to directors for services rendered to the Association, except that directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the Association with approval by the Board of Directors.
The Board, by resolution adopted by a majority of the entire Board, may designate an Advisory Board. The Advisory Board will consist of persons who are interested in the purposes and principles of the Association. The Advisory Board and each member thereof will serve at the pleasure of the Board of Directors. Any vacancy in the Advisory Board may be filled and any member of the Advisory Board may be removed, either with or without cause, by the Board of Directors. The Advisory Board will advise the Board of Directors as to any matters that are put before it by the Board of Directors concerning the Association. The Advisory Board will not have or purport to exercise any powers of the Board of Directors nor will it have the power to bind the Association contractually or to authorize the seal of the Association to be affixed to any papers that may require it.
SECTION 5.1. Officers
The officers of the Association may consist of a Chairman of the Board, a Commissioner, and a Secretary, and such other officers with such titles as the Board of Directors will determine, all of whom will be chosen by and will serve at the pleasure of the Board of Directors.
SECTION 5.2. Election, Term of Office, and Qualifications
The Chairman of the Board will be elected for a term of three (3) years by the Board of Directors at the annual meeting of the Board of Directors, and upon written request of the Board noting special circumstances, the Nominating and Governance Committee may in their discretion approve up to a one (1) year extension of such three (3) year term. In no case shall the Chairman of the Board serve for more than a total of three (3) years as Chairman of the Board. In circumstances where the Board elects a Chairman of the Board whose three (3) year term as Chairman would otherwise extend beyond his or her regular four (4) year term as a Board member, such election and resultant term extension shall be subject to prompt review and approval at the time of such election by the Nominating and Governance Committee. Such circumstances shall not however require a re-nomination and in turn membership voting approval as otherwise required in these By-Laws. One person may hold, and perform the duties of, more than one office. All officers will be subject to the supervision and direction of the Board of Directors.
SECTION 5.3. Removal
Any officer elected or appointed by the Board of Directors may be removed by the vote of a majority of the Board of Directors, either with or without cause, at any meeting of the Board at which a majority of the directors is present.
SECTION 5.4. Resignations
Any officer may resign at any time by giving written notice to the Chairman of the Board of Directors. The resignation will take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.
SECTION 5.5. Vacancies
A vacancy in any office arising from any cause will be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for regular appointment to such office.
SECTION 5.6. Chairman
The Chairman will set and preside at all meetings of the Board of Directors, and shall determine the agenda for meetings of the Board. Members of the Board may request that the Chairman of the Board include items on the agenda. In the Chairmen’s absence, a person chosen by the directors present will preside.
SECTION 5.7. Commissioner
The Commissioner shall be the leader of management and vested with the authority to make decisions on behalf of management. And shall have general day-to-day supervision of the direction and management of the affairs of this Association and the functioning of the Association Office in accordance with the Association’s policies and procedures, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Commissioner shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors, and may delegate responsibilities to staff members under his or her supervision. The Commissioner shall have the authority to appoint advisory task forces or councils as he or she deems necessary. He or she shall appoint the members of such task forces or councils and define the mission of such task forces or councils. He or she shall also be responsible for oversight of such groups and for evaluating their performance, and may utilize the volunteer services of knowledgeable individuals within or outside this Association’s membership to provide assistance. The Commissioner shall have a standing invitation to attend all meetings of the members, the Board of Directors, and Committees except that the Commissioner shall not attend portions of meetings of the Board of Directors that are designated as “executive session” at the discretion of the Chairman of the Board or a majority of the directors. The presence of the Commissioner at meetings of the Board shall not be required or counted thereat for quorum purposes, and the Commissioner shall not be a member of the Board. The Board of Directors shall hire and supervise the Commissioner pursuant to a customary and reasonable executive employment agreement the Board of Directors deems appropriate.
SECTION 5.8. Secretary
The Secretary will act as secretary of each meeting of the Board of Directors. In the absence of the Secretary, the presiding officer of the meeting will appoint a Secretary of the meeting. In addition, the Secretary will:
(a) record and keep the minutes of all meetings of the Board of Directors in books to be kept for that purpose;
(b) see that all notices and reports are duly given or filed in accordance with these By-Laws or as required by law;
(c) be custodian of the records (other than financial) and have charge of the seal of the Association and see that it is used upon all papers or documents whose execution on behalf of the Association under its seal is required by law or duly authorized in accordance with these By-Laws; and
(d) in general, perform all duties incident to the office of Secretary and such other duties as the Chairman or the Board of Directors may from time to time assign to the Secretary.
SECTION 5.9. Compensation
Other than the Commissioner, no compensation will be paid to officers of the Association.
SECTION 6.1. Additional Personnel
From time to time, the Commissioner may employ such other staff personnel with such titles as the Commissioner will determine according to available administrative funds and needs of the Association, and subject to approval by the Board of Directors.
EXECUTION OF INSTRUMENTS
SECTION 7.1. Contracts and Instruments
The Board of Directors, subject to the provisions of Section 3.1, may authorize any officer or officers or agent or agents of the Association to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or may be confined to specific instances.
SECTION 7.2. Deposits
Funds of the Association may be deposited from time to time to the credit of the Association with the depositories that are selected by the Board of Directors.
SECTION 7.3. Orders for the Payment of Money and Endorsements for Deposit.
(a) All checks, drafts or other orders for the payment of money, notes, or acceptances issued in the name of the Association will be signed by the officer or officers or agent or agents of the Association authorized, and in the manner determined, from time to time by resolution of the Board of Directors.
(b) Endorsements for deposit to the credit of the Association in any of its authorized depositories may be made, without countersignature, by any officer of the Association or may be made by hand-stamped impression in the name of the Association, unless otherwise provided by resolution of the Board of Directors.
SECTION 7.4. Sale or Transfer of Securities
Stock certificates, notes, bonds, or other securities held or owned by the Association may be sold, transferred, or otherwise disposed of when endorsed for transfer by the officer or officers or agent or agents of the Association authorized, and in the manner determined, from time to time by resolution of the Board of Directors.
SECTION 8.1. Indemnification
To the fullest extent permitted by law:
(a) The Association will indemnify any Indemnified Person, for and against all expenses (including attorneys’ fees), judgments, Fines and amounts paid in settlement actually and reasonably incurred by that Indemnified Person in connection with that Action. Notwithstanding the foregoing, the Association will indemnify any Indemnified Person seeking indemnification in connection with an Action (or part of an Action) initiated by that person only if that Action (or part of that Action) was authorized by the Board.
(b) The Association will pay expenses as incurred by any Indemnified Person in connection with any Action; provided, that, if these expenses are to be paid in advance of the final disposition of an Action, then the payment of expenses will be made only upon delivery to the Association of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be an Indemnified Person or otherwise.
(c) The Association may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against that person, whether or not the Association would have the power to indemnify the person against that liability under the provisions of this Article VIII or otherwise.
(d) The provisions of this Article VIII will be applicable to all Actions made or commenced after the adoption of this Article VIII, whether arising from acts or omissions occurring before or after its adoption. The provisions of this Article VIII will be deemed to be a contract between the Association and each director or officer who serves in that capacity at any time while this Article and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification of this Article VIII will not adversely affect any right or protection of any Indemnified Person in respect of any act or omission occurring prior to the time of the repeal or modification.
(e) If any provision of this Article VIII will be found to be invalid or limited in application by reason of any law or regulation, that finding will not affect the validity of the remaining provisions of this Article VIII. The rights of indemnification provided in this Article VIII will neither be exclusive of, nor be deemed in limitation of, any rights to which any person described in Section 8.1(a) may otherwise be entitled or permitted by contract, the Certificate of Association, vote of the Board, or otherwise, or as a matter of law, both as to actions in the person’s official capacity and actions in any other capacity while holding that office, it being the policy of the Association that indemnification of any Indemnified Person will be made to the fullest extent permitted by law.
(f) The Association may, by vote of the Board, provide indemnification and advancement of expenses to current or former employees and agents of the Association with the same scope and effect as the foregoing indemnification of and advancement of expenses to directors and officers.
(g) Definitions. As used in this Article VIII, the following terms will have the following meanings:
“Action” means any threatened, pending, or completed action, suit, proceeding or inquiry (brought in the right of the Association or otherwise), whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals.
“Eligible Person” means: (1) any individual who is a former or current director or officer of the Association; (2) any former or current director or officer of the Association, who while a director or officer of the Association, is or was serving at the request of the Association as a director, officer, partner, trustee, employee, or agent of another Association, partnership, joint venture, trust, or other enterprise, which includes, without limitation, employee benefit plans; and (3) the foregoing persons’ heirs, executors, guardians, administrators, assigns, and any other legal representatives.
“Fines” includes, without limitation, any excise taxes assessed on a person with respect to an employee benefit plan.
“Indemnified Person” means: any Eligible Person who was, or is, a party, or is threatened to be made a party to, or is involved in (including as a witness), any Action by reason of the fact that the person is an Eligible Person.
SECTION 9.1. Fiscal Year
The fiscal year of the Association will be fixed by the Board of Directors.
SECTION 9.2. Seal
The corporate seal will have inscribed thereon the name of the Association, the year of its organization and the words “Corporate Seal, Not-for-Profit, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
SECTION 9.3. Books and Records
The Association will keep correct and complete books and records of account of the activities and transactions of the Association, including a minute book, which will contain a copy of the Certificate of Incorporation, a copy of these By‑Laws, and all minutes of meetings of the Board of Directors and committees thereof.
SECTION 10.1. Certificate
Subject to Section 242(b)(3) of the Delaware General Association Law, the Board of Directors may amend the Certificate of Incorporation at any meeting of the Board of Directors, at which a quorum is present, by a vote of two-thirds of the directors then in office or by unanimous written consent of the Board of Directors.
SECTION 10.2. By-Laws
Under Section 109 of the Delaware General Association Law, the Board of Directors may amend or repeal these By-Laws at any meeting of the Board of Directors, at which a quorum is present, by a vote of two-thirds of the directors present or by unanimous written consent of the Board of Directors.