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EASA Bylaws

Revised May 2005

Article I–Name

Section 1: Name
The name of this Association shall be Electrical Apparatus Service Association, Inc. (hereinafter sometimes referred to as “EASA’’ or the “Association”). The location of its administrative office shall be in St. Louis County, Missouri, U.S.A., or any such other place as may be designated from time to time by the Board of Directors.

Article II–Objects

Section 1: Scope
The scope of this Association shall be international.

Section 2: Objects
The objects of the Association shall be:
(a) To foster the trade, commerce, and interest of those engaged in the business of servicing and marketing electrical, electronic and mechanical apparatus.
(b) To correct trade abuses relative thereto.
(c) To secure freedom from unjust or unlawful exactions.
(d) To collect and disseminate information of value to members and the public.
(e) To promote uniformity in the trade customs of those having a common interest in the industry.
(f) To arbitrate differences between members.
(g) To encourage friendly relations among members.
(h) To promote voluntary standards and cooperation in order to avoid undue government intervention.

Article III–Membership

Section 1: Membership Qualifications
(a) 1. Active Members of this Association shall be firms engaged in the business of servicing electrical, electronic and/or mechanical apparatus. Members must meet the following qualifications:
A. Have been in business at least one year, except a newly established or acquired location of an Active member firm is eligible for Active membership regardless of its length of time in business as long as it meets all other membership requirements;
B. Have at least two full-time employees;
C. Have been approved for membership;
D. Agree to be bound by and comply with the provisions of the Bylaws and Governing Policies of the Association.
2. Where an Active Member is a part of a business organization which has more than one such location, each facility is eligible to apply for its own membership in the Association and the benefits of membership shall not be made available to, nor be used by, any such separate facility which does not hold its own membership in the Association.

(b) Associate Members of this Association shall be firms which are not eligible as Active members, as defined under Article III, Section 1(a). Associate members must meet the following qualifications:
1. Be engaged in a business with interests identified with and similar to those of the Association;
2. Have been in business at least one year;
3. Have a sound financial condition and practice good business ethics.
(c) Allied Members shall be firms or individuals who have an interest in the advancement of the electrical apparatus service industry and are not eligible for Active or Associate membership.(e.g., utilities, regulatory agencies, consultants, design firms, energy service companies, research centers and educational institutions or firms).
(d) Privileged Members shall be persons who have rendered service to EASA and desire to remain involved with the Association.
(e) Honorary Members shall be International Past Chairmen; and those past Executive Vice Presidents of EASA approved by the Board of Directors.
(f) Where “member” is referred to in these Bylaws, it is intended to mean an Active, Associate or Allied Member firm, or an individual Privileged or Honorary member, unless otherwise stated.
(g) Eligibility for membership under these classifications shall be determined by the Board of Directors in its sole discretion.

Section 2: Firms
(a) Each member firm in good standing shall file with the Association a written designation of a full-time employee of the firm who shall have full authority to act for the member of this Association.
(b) Each Active member shall be entitled to one vote.
(c) Associate, Allied, Privileged and Honorary members shall not be entitled to vote or hold office, but shall be allowed other privileges subject to such restrictions as may be determined by the Board of Directors.

Section 3: Membership Application
(a) Application for Active membership shall be made upon forms provided for such purpose. The applicant, if approved by the Admissions Committee or Board of Directors, shall, upon payment of dues and/or fees, become an Active member of the Association.
(b) Application for Associate membership shall be made upon forms provided for the purpose. The applicant, if approved by the Board of Directors, shall, upon payment of dues and/or fees, become an Associate member of the Association.
(c) Application for Allied membership shall be made upon forms provided for the purpose. The applicant, if approved by the Board of Directors, shall, upon payment of dues and/or fees, become an Allied member of the Association.
(d) Application for Privileged membership shall be made upon the forms provided for this purpose. The applicant, if approved by the Regional Director and the Admissions Committee, shall, upon payment of dues and/or fees, become a Privileged member of the Association.
(e) Honorary membership shall not require an application and such members will not be required to pay dues.

Section 4: Membership Termination
(a) A member may terminate his membership at any time by written notice to EASA Headquarters, with such termination being effective upon receipt. 
(b) Should any member or firm cease to be actively engaged in the activities described in Article III, Section 1(a) of these Bylaws, said member shall notify Headquarters and resign from the Association. 
(c) Members may be censured, suspended or expelled by the Board of Directors for violation of either the Bylaws or Governing Policies of the Association, or for conduct contrary to the best interests of the Association. Disciplinary action shall be approved by two-thirds (2/3) vote of the Board of Directors, provided that a statement of the charges shall have been mailed by registered mail to the member under charge at his last recorded address at least thirty (30) days before such action is taken. Such statement shall be accompanied by a notice of when and where the Board is to take action. The member shall have an opportunity to be heard at any disciplinary hearing conducted by the Board. Members of the Association shall be deemed to have consented to the right of the Association to impose such disciplinary action. The Board of Directors shall have sole discretion regarding the discipline of a member and its decision is final and binding.

Section 5: Change Of Name Or Firm Ownership
(a) If a member changes its name without any change in controlling ownership interest, it shall notify EASA Headquarters within sixty (60) days of the official name change.
(b) If the controlling ownership in an Active member firm is sold or transferred in any manner, the member shall notify EASA Headquarters within sixty (60) days of such event. If the firm still meets the Membership Qualifications of Article III, Section 1, membership shall continue.
(c) No membership can be transferred.

Article IV–Chapters

Section 1: Composition Of Chapters
Chapters of Active members may be organized under a charter issued by the Association upon approval by a two-thirds (2/3) vote of the Board of Directors. Any group wishing to organize a Chapter shall apply to the Association and stipulate its proposed territory in its application for a charter. The application shall contain such additional information as may be required by the Board of Directors.

Section 2: Chapter Membership
Chapter membership shall be limited to the following classifications:
(a) Active–must hold Active Membership in the Association and also be accepted for Active Membership in the Chapter.
(b) Affiliate–available in Chapters only and held by those firms not eligible for Active Membership, but with interests closely identified with those of the Association.
(c) Allied–must hold Allied membership in the Association and also be accepted by the Chapter.
(d) Privileged–a class of Chapter Membership held by individuals who have rendered a service to the Chapter and with whom the Chapter wishes to maintain contact.
(e) Special–shall be persons, firms or institutions meeting qualifications established by the Board of Directors.

Section 3: Association Membership Requirements
Every Active member of a Chapter must be a member of the Association.

Section 4: Chapter Membership Requirements
Every Active or Affiliate member shall belong to at least one Chapter.

Section 5: Chapter Officers
Each Chapter shall have a President and Secretary and may elect other officers by and from its membership to serve until their successors have been elected and qualified. No one person shall concurrently serve as President and Secretary of a Chapter. Only full-time Active member employees may serve as Chapter President or Vice President.

Section 6: Allied And Affiliate 
Members—Voting

Allied and Affiliate members may not vote in Chapters. If permitted by respective Chapter Bylaws, Allied and Affiliate members may serve as Chapter officers, except that no Allied or Affiliate member may serve as Chapter President or Vice President.

Section 7: Regulations
The activities of each Chapter shall be subject to such limitations and regulations as may be specified by the Association.

Section 8: Board Review
Any action taken by a Chapter shall be subject to review by the Board of Directors, which may, by a two-thirds (2/3) vote, declare such action null and void.

Section 9: Uniform Dues Discount
The Board of Directors may grant to chapters a percentage of the dues received from the members of their respective chapter.

Section 10: EASA Responsibility
The Association shall not be responsible for any obligation or liability, financial or otherwise, of any Chapter. No Chapter shall hold itself out as agent for or act on behalf of, or give the appearance that it is a part of, or agent for, the Association.

Section 11: Years
(a) The Membership Year for all Members shall be April 1 to March 31.

Section 12: Chapter Revocation
(a) When it is deemed by the Board of Directors to be in the best interest of the Association, a Chapter charter may be revoked by a two-thirds (2/3) vote of the Board of Directors. The failure of a Chapter to take the following actions may, among other factors, be considered by the Board in revoking the charter of such a Chapter:
(1) To hold at least one meeting during the Membership Year;
(2) To submit copies of minutes of meetings to the Association;
(3) To submit annual membership lists for dues billing
(b) At least thirty (30) days before the Board meets to consider the revocation of a Chapter charter, the Chapter shall be notified by registered mail of such pending action. Such statement shall be accompanied by a notice of when and where the Board is to meet. At its expense, the Chapter shall have an opportunity to be heard at any such meeting.

Article V–Regions

Section 1: Definition
A Region is a geographic area designated by the Board of Directors.

Section 2: Representation
Each Region shall elect a Director, who shall be known as a Regional Director, to represent the members in that area.

Section 3: Director Election
Regional Directors shall be elected in accordance with Article VI, Section 4, of these Bylaws.

Article VI–Board Of Directors

Section 1: Policies
The Board of Directors shall determine the policies of the Association in accordance with the charter and these Bylaws, and may adopt such rules and regulations as are required for the conduct of its business.

Section 2: Authority
The Board of Directors shall have the power to act for, and on behalf of, the Association.

Section 3: Composition
The Board of Directors shall consist of the Chairman, Vice Chairman, Secretary/Treasurer, Immediate Past Chairman and the Regional Director from each Region. In addition, two (2) Directors-at-Large may be elected under Section 5 of this Article.

Section 4: Regional Directors
(a) The Board of Directors shall determine from time to time at intervals not to exceed nine (9) years, by a two-thirds (2/3) vote, the composition of various Regions.
(b) The Board of Directors shall determine, from time to time, by a two-thirds (2/3) vote, the composition of various Chapters.
(c) Regional Directors shall be elected in accordance with rules and regulations promulgated by the Board of Directors.
(d) Each nominee for Regional Director must have consented to serve if elected and must be a full-time employee of the same member firm within that Region, from the time he or she is nominated until the completion of term as Regional Director. Upon such a change in employment, a Regional Director is immediately eligible for reelection.
(e) The term of office for all Regional Directors shall be three (3) years, unless specified otherwise.
(f) When a Regional Director is elected an officer by the Board of Directors, an election, if necessary, shall be held to fill the vacancy in accordance with Article VI, Section 4(j).
(g) A Regional Director may serve two (2) consecutive full terms. Thereafter, such Director shall not be eligible for reelection until three (3) years have elapsed since the completion of his or her last term.
(h) The term of office for a Regional Director shall commence at the beginning of the Administrative year for which elected, unless the Board specifies otherwise.
(i) Regional Directors shall be elected at least three (3) months prior to the beginning of the Administrative Year, except when a partially expired term is being filled.
(j) A vacancy in any regional directorship shall be filled in the same manner as originally filled.
(k) If a Regional Director is unable to attend any Board of Directors’ meeting, an alternate may represent the region at such meeting. If neither the Director nor alternate can attend, the Director may appoint an Active member from his or her region to attend such meeting.
(l) Regional Directors shall serve without pay.

Section 5: Directors-At-Large
(a) The term of office for a Director-at-Large shall be one Administrative Year.
(b) A Director-at-Large shall have previously served as a Regional Director.
(c) A Director-at-Large shall be elected by a two-thirds (2/3) vote of the Board of Directors.

Section 6: Immediate Past Chairman
If a change in the office of Chairman occurs, or if an Immediate Past Chairman is unable to serve during an administrative year, the Board of Directors shall determine who will fulfill the duties of the Immediate Past Chairman, and that person shall be a Past Chairman of the Association.

Section 7: Meetings
(a) The Board of Directors shall meet at the beginning of the Administrative Year, at least one time during the Administrative Year and at the end of the Administrative Year.
(b) Special meetings of the Board may be called at any time by the Chairman or at the request of the lesser of seven (7) members of the Board of Directors or a majority of the Board of Directors. Ten (10) days written notice shall be provided for all such special meetings, with such notice stating the purpose of the meeting. At any special meeting, the Board shall only consider those matters stated in the notice.
(c) A summary of the minutes of Board of Directors’ meetings shall be available to Association members upon written request. The Association may charge a reasonable fee for such copies.

Section 8: Officer Elections
At least three (3) months prior to the beginning of the Administrative Year the Board of Directors shall elect from its membership, including duly elected Directors for the forthcoming Administrative Year, the Association officers provided for in Article IX for the forthcoming Administrative Year.

Section 9: Secret Ballots
Upon request of any three (3) members of the Board of Directors, secret ballots will be used in voting.

Section 10: Chairman
The Chairman of the Association shall be the Chairman of the Board of Directors.

Section 11: Telephone Meetings
Where the Chairman or any seven (7) members of the Board of Directors, or a majority of the Board of Directors are of the view that a matter affecting the Association is of an emergent nature requiring the prompt attention of the entire Board of Directors, then, under such circumstances, the Board of Directors may conduct a special meeting by telephone conference call. All action taken at such telephonic meetings shall be subject to the same quorum, voting, notice and other requirements as any other meeting of the Board of Directors, and any action taken at such telephonic meeting shall have the same force and effect as a meeting of the Board in person. At any such meeting, the first order of business shall be the consideration of whether there is an emergency. A majority of the Board must find that an actual emergency exists before the Board can consider the stated purpose of the meeting.

Section 12: Resignation And Removal
(a) A Director may terminate his directorship at any time by written notice to EASA Headquarters, with such termination being effective upon receipt.
(b) If a Board member fails to perform the duties of the office entrusted to him or is guilty of misconduct involving moral turpitude, he may be removed for such due cause by a two-thirds (2/3) vote of the Board of Directors. Notice to a Director whose removal is to be considered shall be provided at least thirty (30) days before said meeting, at which the Director shall have the opportunity to be heard.
(c) All Association property given him in his capacity as a Director shall be returned upon termination.

Article VII–Nominating Committee

Section 1: Composition
The Nominating Committee shall consist of the three (3) most recent Past Chairmen who are available and willing to serve. The most recent Past Chairman shall serve as Chairman.

Section 2: Officers
The Nominating Committee shall provide a slate of nominees for Chairman, Vice Chairman and Secretary/Treasurer.

Section 3: Executive Committee
The Nominating Committee shall provide a slate of at least three (3) nominees for the Executive Committee.

Article VIII–Executive Committee

Section 1: Composition
The Executive Committee shall consist of the Chairman, who shall be Chairman, Vice Chairman, Secretary/Treasurer, Immediate Past Chairman and two (2) members elected from the Board of Directors as voting members, and the President and CEO as a nonvoting member. The Executive Committee members shall serve for the forthcoming Administrative Year.

Section 2: Authority
(a) Under any circumstances where the Board of Directors may take action requiring simple majority approval, the Executive Committee has the power to act for, and on behalf of, the Board of Directors.
(b) The Executive Committee may not authorize any non-budgeted expenditure exceeding an amount determined by the Board of Directors.

Section 3: Voting
Decisions of the Executive Committee require the approval of four (4) of its voting members.

Section 4: Meetings
Meetings of the Executive Committee shall be called upon five (5) days notice by the Chairman, or any three (3) of its members. The Executive Committee may conduct a meeting by telephone conference call. All action taken at such telephonic meeting shall be subject to the same voting, notice and other requirements as any other meeting of the Executive Committee and any action taken at such telephonic meeting shall have the same force and effect as a meeting of the Executive Committee in person.

Section 5: Expenses
The reasonable expenses of Executive Committee members incurred when attending its meetings shall be paid by the Association.

Article IX–Officers

Section 1: Positions 
The elected officers of the Association shall be the Chairman, Vice Chairman and Secretary/Treasurer, all of whom shall be elected by and from the Board of Directors from a slate presented by the Nominating Committee. All officers shall be an employee of an Active Member.

Section 2: Chairman Of The Board
The Chairman of the Board shall preside at all Association meetings. He shall perform all duties as are provided for in the Bylaws and shall implement the policies of the Board of Directors and such other duties as usually are incidental to this office.

Section 3: Vice Chairman
The Vice Chairman shall, during the absence or disability of the Chairman, exercise all the powers and discharge all the duties of the Chairman until the Chairman shall return or his successor be chosen.

Section 4: Secretary/Treasurer
The Secretary/Treasurer shall be responsible for the supervision and administration of all funds belonging to the Association in accordance with the adopted budget and the decisions of the Board. Withdrawals and payments of such funds shall require the signature of the Secretary/Treasurer or President and CEO, or any two elected officers. In addition, the Secretary/Treasurer shall be responsible for seeing that the proceedings of the meetings of the Association, Board of Directors and Executive Committee are properly minuted. 

Section 5: Additional Duties
All officers are subject to such further duties and responsibilities as designated by the Board of Directors or the Chairman.

Section 6: Expenses
The Chairman, Vice Chairman and Secretary/Treasurer shall serve without pay. Said officers shall be reimbursed for their reasonable expenses incurred in connection with Association business.

Section 7: President And Chief Executive Officer
In addition to the elected officers, there shall be a principal operating executive to be known as President and Chief Executive Officer (CEO), whose appointment and conditions of employment, including the payment of reasonable compensation and fringe benefits, shall be determined by the Board of Directors. The termination of the President and CEO shall be approved by a two-thirds (2/3) vote of the Board of Directors. He shall be responsible to the Board for the operation of the Headquarters and for carrying out the policies of the Board and all duties delegated to him by the elected officers.

Section 8: Bond
All officers shall be bonded in an amount determined by the Board of Directors at the expense of the Association.
Section 9: Representation Change
All officers, except for the President and CEO, must remain employed by the same member firm during their term of office. If such employment changes, then the officer shall automatically be disqualified from his position. Upon such a change in employment, that officer is immediately eligible for reelection.

Section 10: Vacancies
Any vacancy in office shall be filled within ninety (90) days in the same manner as said office was originally filled. Any officer elected to fill such vacancy shall serve until the expiration of the term of the officer being replaced.\

Article X–Committees

Section 1: Standing Committees
Standing Committees of the Association shall be Admissions, Audit, Executive and Nominating. The committee chairmen and members shall be appointed by the Chairman for his Administrative Year, except as otherwise specified herein or in the Governing Policies.

Section 2: Special Committees
Special Committees may be appointed by the Chairman for his Administrative Year.

Section 3: Accountability
All Committees shall report to the Chairman and the Board of Directors.

Section 4: President And CEO
The President and CEO shall be a nonvoting ex-officio member of all committees unless specifically excluded by the Board of Directors.

Article XI–Association Meetings

Section 1: Annual Meeting
The annual meeting of the members of the Association shall be held during the Convention, at such time and place as determined by the Board of Directors. Members shall be given at least thirty (30) days notice thereof by mail.

Section 2: Special Meetings
Special meetings of the Association may be called by the Chairman in conjunction with any seven (7) Directors, or by a majority of the Board of Directors. Thirty (30) days written notice stating the purpose of the meeting shall be provided to the membership.

Section 3: Scope
The annual and special meetings of the Association are for the presentation and discussion of papers, reports and resolutions and for the transaction of any other business of the Association. Questions affecting the policy of the Association may be raised for discussion at such meetings, but may not be voted on at such meetings unless the same shall have been referred in writing to the Board of Directors not less than thirty (30) days prior to the meeting.

Section 4: Agenda
The order of the business at meetings shall be as follows:
a. Reading of Minutes of Previous Meeting
b. Reading of Communications
c. Report of Officers
d. Report of Committees
e. Unfinished Business
f. New Business
g. Introduction of New Officers
h. Adjournment

Section 5: Language
The official language of the Association is English.

Article XII–Vote And Quorum

Section 1: Voting
Except as otherwise provided herein, action of the members of the Association shall be taken as follows:
(a) By majority vote of the Active members of the Association, in person or represented by proxy at a meeting. When voting for substitution, alteration, amendment or repeal of any action of the Board of Directors, an affirmative two-thirds (2/3) vote shall be required.
(b) The Board of Directors shall have the power to call for voting by Active members of the Association via mail, fax, email or other methods approved by the Board. Such ballots shall be effective upon majority approval.
Section 2: Proxies
Voting representatives of Active members may be represented by written proxy.

Section 3: Quorum
(a) The lesser of ten percent (10%) or one hundred fifty (150) of the total Active members in good standing of the Association present, in person, or by proxy, shall constitute a quorum at all annual or special meetings of the Association.
(b) A two-thirds (2/3) attendance of the members of the Board of Directors shall constitute a quorum at its meetings.
(c) A majority of the voting members of a committee shall constitute a quorum at its meetings.
(d) In a mail ballot at least ten percent (10%) of the total Active membership must vote.

Article XIII–Indemnification of Officers and Directors

Section 1: Indemnification
The Association shall indemnify any and all of its directors, officers and committee members, former directors, officers and committee members against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having such a director, officer or committee member responsibility, except in relation to matters as to which any such director or officer shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

Article XIV–Calendar

Section 1: Fiscal Year
The fiscal year of the Association shall be from September 1 through August 31.

Section 2: Administrative Year
The Administrative Year of the Association shall be from July 1 to June 30 of the following year. In the event the annual business meeting of the Association is held within forty five (45) days of July 1, the new Administrative Year shall begin at the close of the annual business meeting. The Board of Directors shall then hold its first meeting within sixty (60) days.

Section 3: Membership Year
The Membership Year shall be from April 1 through March 31.

Article XV–Finances

Section 1: Fees And Dues
Each member shall pay such fees, dues and/or assessments in whatever amount and manner as may be determined by the Board of Directors. Any amount due the Association becomes delinquent sixty (60) days after date of invoice. If a member is delinquent on April 1, membership shall automatically terminate unless otherwise allowed by the Board of Directors. Dues will not be refunded for the current Membership Year for any reason.

Section 2: Budget
The Board of Directors shall adopt a budget prior to the beginning of the Fiscal Year and may make periodic adjustments to this budget.

Section 3: Expenditure Limitations
No one shall incur any obligation on behalf of or in the name of the Association in excess of the budgeted amount without the prior approval of the Board of Directors, or the Executive Committee subject to the limitation of Article VIII, Section 2(b) of these Bylaws.

Section 4: Reimbursement Of Expenses
(a) Claims for reimbursement must be submitted within sixty (60) days of the date incurred.
(b) Notwithstanding any language to the contrary in these Bylaws, claims for reimbursement after sixty (60) days for budgeted expenses may be approved by the Chairman of the Board and the President and CEO. Claims in excess the of budgeted amount may be approved by the Board of Directors.

Section 5: Financial Statements
A yearly financial statement shall be prepared. Such statement shall be audited by a Certified Public Accountant. The preparation and audit of the financial statement shall be supervised by the Audit Committee and presented to the Board of Directors by the Audit Committee Chair at the first meeting of the Board following the close of the Association’s Fiscal Year. Interim financial reports, without audit, shall be provided upon request of the Board of Directors.

Article XVI–Procedures

Section 1: Notices
The President and CEO shall notify all members of meetings of the Board of Directors.

Section 2: Proposals
Each Chapter or member of the Association may submit questions, proposals or resolutions to the Board of Directors for its consideration. These items shall be submitted in writing to the President and CEO at least thirty (30) days in advance of a Board meeting.

Section 3: Board Recommendations
If the Board finds that any matter before it affects the fundamental policies of the Association that requires action by the members, the Board shall prepare its recommendations in the form of a mail ballot for vote by the members in accordance with these Bylaws.

Section 4: Parliamentary Procedure
Except as otherwise provided herein, Robert’s Rules of Order, as amended from time to time, shall govern any question of parliamentary procedure.

Article XVII–Dissolution

Section 1: Vote
The Association may only be dissolved by a two-thirds (2/3) vote of the membership at a special meeting called for that purpose.

Section 2: Asset Distribution
In the event of dissolution of the Association, its surplus funds and other assets shall be divided among the members in good standing at the time, in proportion to the amount of dues paid by each member during the preceding Fiscal Year.

Article XVIII–Bylaw Amendments

Section 1: Board Approval
Amendments to these Bylaws must first be approved by the Board of Directors.

Section 2: Notice
Notice of proposed amendments to the Bylaws must be given to the Board of Directors not less than fourteen (14) days nor more than sixty (60) days prior to the meeting at which such amendments will be considered. Changes may be made to the proposed amendment at the meeting at which it is considered. Notice of proposed amendments to the Bylaws must be given to the voting membership not less than thirty (30) days prior to the:
(a) Meeting at which such amendments will be considered, or
(b) Date when mail balloting is closed.

Section 3: Membership Approval
Upon Board approval, the amendments shall be approved by the Association membership:
(a) At an annual or special meeting by a two-thirds (2/3) vote; or
(b) By mail ballot in accordance with Section 1(b) of Article XII.

Article XIX–Miscellaneous

Section 1: Gender And Plurals
Where appearing in these Bylaws, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.

Section 2: Captions
The paragraph and margin headings in these Bylaws are for convenience only. They do not represent a part of these Bylaws and in no way shall be used to construe or modify the provisions of these Bylaws.