West Texas New Mexico Custom Brokers Association

ARTICLE I NAME

Section 1 - Name. The name of the Corporation is West Texas / New Mexico Customs Brokers Association (the "Corporation"), a nonprofit corporation organized underthe Texas Non-Profit Corporation Act.

Section 2 - Region. Whenever the term "El Paso, TX", "El Paso Area" or "El Paso Region" is used in the Bylaws, it shall mean the ''West Texas/New Mexico Region" which encompasses ports of entry at Presidio, Fabens and El Paso in Texas, and Santa Teresa, Columbus and Albuquerque in New Mexico.

ARTICLE II OFFICES

Section 1 - Principal Office. The principal office of the corporation in the State of Texas shall be located in the city of El Paso, TX. The Corporation may have such other offices, either within or without the State of Texas, as the Directors may determine as the affairs of the Corporation may require from time to time.

Section 2 - Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered agent whose office is identical with such registered office. The registered office may be changed from time to time by the Directors.

ARTICLE III PURPOSE

The purposes for which the Corporation is organized are:

Section 1 - Primary Purpose. The primary purpose is to promote and protect the business and interests of the Customs Brokers of El Paso, Texas.

Section 2 - General Purpose. The general purposes of the Corporation are:
2.1 To promote and encourage a high standard of efficiency and collaboration among its members;
2.2 To protect the interest of clients and the Government by aiding in the fair, reasonable and equitable administration of Customs and other applicable laws and regulations; and
2.3 To encourage and foster unity among the Members, and to provide

Section 3 - Other. Notwithstanding any of the above statements of purposes and powers, the Corporation shall not substantially engage in any activities or exercise any powers that are not in furtherance of the primary purpose of the Corporation.

ARTICLE IV MEMBERS

Section 1 - Classes of Members. The Corporation shall have four (4) classes of membership. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

1.1 Regular Member. Regular Membership shall be restricted to companies or individuals, containing persons duly licensed as Customs Brokers who regularly engage in business for hire as Customs Brokerage in the El Paso, Texas area or persons duly licensed as Customs Brokers, who regularly engage in business for hire as Customs Brokers in the El Paso, Texas area.
1.2 Associate Member. Any company or individual, not engaged in business as a Customs Broker, who employs person (s) duly licensed as Customs Brokers and is represented by such persons for the purposes of The Corporation is eligible for an Associate Membership upon compliance with such requirements as the Board of Directors or the Regular Membership may prescribe.
1.3 Affiliate Member. Any company or individual who is not eligible for Regular or Associate Membership is eligible for an Affiliate Membership upon compliance with such requirements as the Board of Directors may prescribe. The Board of Directors may award reciprocal Affiliate Memberships to other organizations as may be needed from time to time.
1.4 Honorary Member. An Honorary Membership may be conferred upon any person who, in the opinion of the majority of the members, has rendered an outstanding contribution to the Customs Brokerage business. Honorary Members are not "members" as the term is defined in the Act and shall not have any of the rights given to members by the Act or by applicable law. Honorary Members shall only have those rights and obligations specifically set forth in these Bylaws.
1.5 Ethics. All Members shall, as a condition of their membership, be required to pledge themselves in writing to observe and uphold such Code of Ethics and Policy as may from time to time be prescribed by the Corporation.

Section 2 - Application for Membership. Every applicant for membership must be proposed by one member and seconded by another member (at least one of which must be a Regular Member). Such applications shall be referred to the Membership Committee, which shall report its findings to the Board of Directors. The Board of Directors will recommend approval or disapproval of such application. Upon recommendation, the application shall be turned over to the general membership for approval or disapproval through election. The applicant shall be advised of the decision of the members by the Secretary.

Section 3 - Organizational Members. The representatives of any corporation, partnership, or other legal entity which is a Member as provided herein shall not be considered as individual members unless such representatives have been individually approved as members as provided in this article. Any authorized representative of said corporation, partnership or legal entity which is a Member as provided herein may appear on behalf of said corporation, partnership or other legal entity.

Section 4 - Attendance of Meetings by Directors. Any absence by any member, who is a Director, of three (3) consecutive Board of Directors' meetings of the Corporation or a total of six (6) Board of Directors' meetings of the Corporation in any one fiscal year shall be deemed a formal resignation as Director of the Corporation without prejudice. After the absence from the third consecutive meeting of the Corporation or the sixth meeting within the fiscal year, the Secretary or other designated officer of the Corporation shall provide the absent Director with a notice of the absences in this Section and give such Director ten (10) days in which to revoke the deemed resignation. If no response from the resigned Director is received within the ten (10) day period, said Officer or Director's office shall immediately be revoked and any and all rights afforded therein shall be immediately terminated.

Section 5 - Censure, Suspension & Expulsion. Any complaint against the conduct of any member, which conduct appears to be improper, prejudicial to the character and welfare of the Corporation, contrary to, or in violation of its bylaws and rules, shall be directed to the Ethics and Grievance Committee for determination as to whether such complaint merits a hearing. If a hearing is deemed advisable, the Member shall be notified in writing and given the opportunity to present his defense in person before the Ethics and Grievance Committee. In the event that the Ethics and Grievance Committee finds just cause for the complaint, the President shall be notified to bring the matter before a meeting of the Membership, at which meeting the Member may be censured, suspended or expelled.

ARTICLE V DUES

Section 1 - Dues. The initiation fee and annual dues for all classes of membership shall be established from time to time by the Directors. Annual membership dues shall be due and payable within 30 days after receipt of invoice. A late fee of $25 per month will be charged for every invoice that remains unpaid after 60 days of the invoice date and for every month thereafter.

Section 2 - Delinquencies. In the event that any Member shall fail to pay any sums due the Corporation within 60 days from the due date thereof, said Member's name may be posted as delinquent. A list of all delinquent members may be read at any general or special meeting. Any Member who is delinquent for more than 120 days as provided herein may be suspended from the Corporation upon a majority vote of the Board of Directors. A Member suspended as provided herein may be reinstated by a majority vote of the Board of Directors after said Member has paid any and all sums due in full.

Section 3 - Accrued Dues. The resignation or suspension of any Member for any reason shall not relieve him or her of the responsibility of payment of any accrued dues or assessments as provided herein.

ARTICLE VI MEETINGS

Section 1 - Annual Meeting. An annual meeting of all the Members shall be held during the second week of December for the purpose of electing Directors and Officers and for the transaction of other business as may come before the meeting. If the election of such Directors and Officers shall not be held during the time provided herein for any annual meeting, or at any adjournment thereof, the Officers shall cause the election to be held at a special meeting of the Members as soon thereafter as possible.

Section 2 - Regular Meeting. The regular meeting of the corporation shall be held on the third Tuesday of each month, unless otherwise designated by the Directors. The Secretary shall advise the Members by timely notice as to the time and place of the meeting. The regular order of business shall be as follows:
1. Roll call of Members (a sign-up sheet may be used)
2. Approval of minutes of the previous meeting
3. Report of Treasurer
4. Report of Committees
5. Pending business
6. New business
7. Adjournment

Section 3 - Special Meetings. Special meetings of the Members shall be held upon the call of the President or 20% of the Members in good standing. All notices of special meetings shall state the purpose of such meetings, and no business shall be transacted at such meetings other than what was specified in the notice.

ARTICLE VII VOTING

Section 1. Quorum. Thirty three percent (33%) of the voting members of the Corporation shall constitute a quorum at any regular or special meeting of the Members of the Corporation. Any action taken at a meeting in which a quorum is present shall be deemed the action of the Corporation.

Section 2. Voting. Each Regular Member and Associate Member in good standing shall be entitled to one (1) vote at any meeting of the Corporation.

Section 3. Organizational Members. There shall be no restriction as to the number of executives or employees of any Member who may attend meetings, but only one vote shall be permitted per voting Member. Only one duly authorized representative for each voting Member, whether a corporation, partnership or any other legal entity, shall be eligible to vote on behalf of such Member.

Section 4. Majority Vote. Unless provided otherwise herein, all actions shall be taken by majority vote of the Members present and eligible to vote.

Section 5. Proxies. Members who are unable to attend a meeting at which matters of interest may be voted upon may designate, in writing, a person to act as the Member's proxy. A proxy so designated will have full authority to act in the capacity of the Member whom he/she represents in all matters before the Corporation, unless specifically restricted.

ARTICLE VIII BOARD OF DIRECTORS

Section 1. Directors. The Board of Directors shall consist of nine (9) elected Members: five elected Directors and four elected Officers (President, Vice President, Secretary and Treasurer). The business and affairs of the Corporation shall be managed by its Board of Directors. They are empowered to approve all major expenses and, to employ legal counsel whenever necessary in the best interest of the Corporation. The Board of Directors shall cause an examination of the books and records of the Corporation by an accountant or other qualified person to be selected by the Board of Directors. The members of the Board of Directors serve as volunteers in their respective positions and do not receive monetary compensation from the Corporation for their service. The Board of Directors may vote to reimburse a Director or Officer for specific expenses paid on behalf of the Corporation.

Section 2. Meetings/Quorum. The Board of Directors shall have at least one meeting each month, to be held before the regular meeting of the Corporation. A majority of the Directors shall constitute a quorum for the transaction of business at any such meeting. The act of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3. Action Without a Meeting. Unless specifically prohibited by the Articles of Incorporation of this Corporation or these Bylaws, any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed by all the Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document filed.

Section 4. Telephone and Similar Meetings. Unless specifically prohibited by the Articles of Incorporation of this Corporation or these Bylaws, the Directors may participate in and hold a meeting by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participating in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE IX OFFICERS

Section 1. President. The President shall preside at all meetings of the Members of the Corporation and the Board of Directors and shall perform the duties and exercise the authority usually pertaining to this office, including appointment of all Committees.

Section 2. Vice President. The Vice President shall assist the President. The Vice President shall arrange meetings of the committees, as well as meetings of the Board of Directors. The Vice President shall be directly responsible to the President and shall assist the President in all possible ways. During the absence of the President, the duties of the President shall fall upon the Vice President. If so directed, the Vice President shall represent the President at meetings or speaking engagements and other functions which the President is unable to attend.

Section 3. Treasurer. The Treasurer shall keep an account of all dues and assessments, or other monies received by the Corporation and handle the payment of bills and similar matters. The Treasurer shall prepare and present a financial report at the Annual and Regular Meetings and at such other meetings as the President shall request and shall perform all other duties usually pertaining to the office of the Treasurer. The Corporation may employ an assistant or third-party service provider to act as bookkeeper at the discretion of the Board of Directors. The bookkeeper's activities will be supervised by the Treasurer.

Section 4. Secretary. The Secretary shall keep a list of all Members of the Corporation and their addresses. The Secretary shall be responsible for taking and recording the minutes of all meetings, said minutes shall include the names and addresses of members and guests present at said meetings. Additionally, the Secretary will maintain all records of the Corporation, replying promptly to all letters received. The Secretary shall perform such other duties as from time to time may be prescribed by the President. In the absence of the Vice President, the Secretary shall assume all the powers and perform the duties of the Vice President. The Corporation may employ an assistant or third-party service provider to act as recording secretary during Regular Meetings and at such other meetings as the Secretary shall request. The recording secretary's activities will be supervised by the Secretary and the Secretary shall review any minutes or other reports prior to publication to the Board of Directors or to the general membership.

ARTICLE X ELECTION OF OFFICERS AND DIRECTORS

Section 1. Eligibility/Terms. Only Regular Members and Associate Members may serve as Directors and Officers of the Corporation. One Associate Member may serve as Officer ( except the office of President) and up to two (2) Associate Members may serve as Directors at any given time. All Directors and Officers shall serve for a term of two years, from January 1 to December 31, or for such longer time as is necessary for their successors to be duly elected. President and Vice President may serve a maximum of two (2) successive terms. There is not a limit to the amount of terms which may be served as Secretary, Treasurer or Director. For continuity purposes, the terms of service shall be structured or alternated in such a way that every year two Officers and two or three Directors shall be up for election.

Section 2. Election. The Officers and Directors shall be elected by the members present and eligible to vote at the Annual Meeting, or at any special meeting held for that purpose, as provided herein.

Section 3. Nomination. The Nominating Committee shall nominate candidates for Directors and Officers of the Corporation to be voted on at the next Annual Meeting and shall file a report with the President at least 15 days prior to that meeting. The Secretary shall send by fax or e-mail, to each member of the Corporation, a copy of the report of the Nominating Committee, containing the list of candidates for Directors and Officers of the Corporation, at least 7 days prior to the Annual Meeting.

Section 4. Vacancies. A vacancy on the Board of Directors of any elected Officer or Director shall, as promptly as possible, be filled for the remaining term by a majority vote of the Board of Directors. In the event that the President is not able to complete his or her obligations for the full elected term for any reason, the Board of Directors shall as promptly as possible assign a new President by a majority vote of the Board of Directors. If an individual serving on the board of directors terminates relationship with a member of the association and the individual expresses an interest to stay on the board of directors, the individual will have no more than 90-days to find employment with a member or a company who may become a member.

ARTICLE XI COMMITTEES

Section 1. Principal Standing Committees. The principal Standing Committees which shall act on all matters pertaining to their special functions as indicated by name are: Nominating, Ethics and Grievances and Memberships. The Principal Standing Committees shall be appointed by the President.

Section 2. Other Committees. Other Committees, as deemed necessary or useful by the President shall be appointed by the President to act on all matters pertaining to their special functions.

ARTICLE XII CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 2. Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

Section 3. Deposits. All funds of the Corporation shall be deposited promptly to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE XIII BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Directors and committees, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE XIV FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

ARTICLE XV ETHICS AND PROHIBITED ACTS

Section 1. The conduct of Members shall be such as to comply with the rules of conduct for Customs Brokers as set forth in regulations issued by U.S. Customs and Border Protection defined in 19 CFR 111.

Section 2. Members shall strive:
2.1 To guard the profession against the admission of unqualified or unfit candidates;
2.2 To eliminate practices which tend to reflect unfavorably upon the profession; and
2.3 To encourage dignified demeanor and ethical practices and otherwise endeavor to elevate and maintain the profession at a high level.

Section 3. No Member, Director, Officer, or committee member of the Corporation shall:
3.1 Do any act in violation of the Articles of Incorporation, Bylaws or a binding obligation of the Corporation;
3.2 Do any act with the intention of harming the Corporation or any of its operations;
3.3 Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary purposes of the Corporation;
3.4 Receive and improper personal benefit from the operations of the Corporation;
3.5 Use the assets of the Corporation, directly or indirectly, for any purpose (i) not permitted under section 501 (c) (3) of the Internal Revenue Code; or (ii) not in furtherance of the purposes set forth in the Articles of Incorporation and the Bylaws of the Corporation;
3.6 Wrongfully transfer or dispose of Corporation property, including intangible property such as good will;
3.7 Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation's business;
3.8 Disclose any of the Corporation business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it; and
3.9 Take any action that would in any way jeopardize the tax-exempt status of the Corporation under applicable provisions of the Internal Revenue Code.

Section 4. Conflicts of Interest. A conflict of interest arises when a Member, Director or Officer of the Corporation has an interest in any business or property or an obligation to any person that could affect the judgment of a Committee Member, Director or Officer of the Corporation in fulfilling his or her responsibilities to the Corporation. All Committee Members, Directors or Officers of the Corporation are expected to disclose any situations that constitute or might appear to constitute a conflict of interest.
4.1 Affiliations with Suppliers / Employees. A Committee Member, Director or Officer of the Corporation may not use their position with the Corporation to benefit themselves, their relatives, their friends or their private enterprises. A family or other personal relationship with a Corporation's vendor, supplier or employee may also present a conflict of interest. It is the responsibility of all Committee Members, Directors or Officers of the Corporation to report verbally or in writing, without undue delay, to the Ethics and Grievances Committee or to the Board of Directors, any actual or potential conflicts that may arise due to any participation in any outside business relationship or any other professional activities, so that action may be taken to determine whether a conflict exists and, if so, to find a way to eliminate it. The Ethics and Grievances Committee shall confer with the Board of Directors, as necessary, concerning the interpretation and application of this policy to particular situations.
4.2 It is difficult to describe all the circumstances and conditions that are relevant to evaluating situations that might be considered conflicts of interest. The Corporation recognizes that there can be borderline situations, and these situations will be reasonably considered in the context of this policy.

ARTICLE XVI INDEMNIFICATION OF MEMBERS AND OFFICERS

Section 1. Right to Indemnification. The Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding, whether civil, criminal, administrative, arbitrative, or investigative, including all appeals, by any reason of the fact that person is or was a Director, Officer, committee member, employee, or agent of the Corporation. Indemnification shall be against all reasonable expenses, including without limitation, attorney fees, court costs, expert witness fees, judgments, decrees, fines, penalties, and reasonable expenses actually incurred by the person in connection with the proceeding, provided, however, that any indemnification shall be subject to the limitations and requirements provided in Section 2 hereof.

Section 2. Limitations on Indemnification
2.1 No indemnification shall be made for obligations resulting from a proceeding in which the person is found liable on the basis that personal benefit was improperly received by him or her; from a proceeding in which the person is found liable to the Corporation or from a proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Corporation.
2.2 Indemnification under these Bylaws shall be available only after a determination has been made that the person acted in good faith and;
2.2.1 In the case of conduct in an official capacity, reasonably believed his or her conduct to be in the best interests of the Corporation, or
2.2.2 In all other cases, reasonably believed his or her conduct to be at least not opposed to the best interests of the Corporation.
2.3 The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not of itself be determinative as to whether the person failed to act in accordance with the requirements contained in this Section 2. A person shall be deemed to have been found liable in respect to any claim, issue, or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals from the judgment.
2.4 The determination of indemnification required by subsection 2.2 above, must be made by majority vote of a quorum of the membership, composed of Members not named as defendants or respondents in the proceeding. Authorization of indemnification and determination of reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible.

Section 3. Indemnity for Successful Defense. Despite any limitations set forth in Sections 1 and 2 above, to the extent that any person has been wholly successful on the merits or otherwise in defense of any proceeding referred to in those paragraphs, that person shall be indemnified against all reasonable expenses incurred by him or her, including, without limitation, attorney fees, court costs, and expert witness fees.

Section 4. Advancements of Expenses. Reasonable expenses incurred by a Director, Officer, committee member, employee, or agent of the Corporation who was, is, or is threatened to be made a named defendant or respondent in an action, suit, or proceeding may be paid or reimbursed by the Corporation in advance of the final disposition as authorized by the membership. Before authorizing the advance, the membership must determine that, under the facts then known, indemnification would not be precluded under these Bylaws. In addition, the membership must receive:
4.1 A written affirmation by the Director, officer, committee member, employee, or agent involved of that person's good faith belief that he or she met the standard of conduct necessary under these Bylaws for indemnification; and
4.2 A written undertaking by or on behalf of the Director, Officer, committee member, or employee involved to repay the expenses if it is ultimately determined that he or she had not met the standard of conduct necessary under these Bylaws for indemnification.

Section 5. Indemnification Not Exclusive. The indemnification provided by this Article Sixteen shall not be deemed to be exclusive of any other rights to which any person indemnified may be entitled under any regulation, agreement, vote of disinterested Trustees or otherwise. The indemnification provided by this Article Sixteen shall not be deemed exclusive of any other power to indemnify or right to indemnification that the Corporation or any person referred to in this Article Sixteen may have or acquire under the laws of the State of Texas. Indemnification shall continue and inure to the benefit of the heirs, executors, and administrators of any person entitled to indemnification under this Article Sixteen.

Section 6. Insurance. The Corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, Officer, committee member, employee, or designated agent of the Corporation or who is or was serving at the request of the Corporation as a Director, Officer, partner, venture, proprietor, trustee, employee, or agent, against any liability asserted against and incurred by that person in his or her status as such, whether or not the Corporation would have the power to indemnify him or her under the provisions of this Article Sixteen. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the membership. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangements and the identity of the insurer or other person participating in an arrangement shall be conclusive, and the insurance or arrangement shall not be voidable and shall not subject the members approving the insurance or arrangement to liability, on any ground, regardless of whether members participating in the approval are beneficiaries of the insurance or arrangement.

ARTICLE XVII DISSOLUTION

It being the purpose of the law and the earnest desire of the Corporation that the same be permanent in character, it is hereby declared to be the policy of the Corporation that any motion voluntarily made or involuntarily arising towards the dissolution of the Corporation shall be regarded with disfavor, and that any person or group of persons seeking the dissolution of the Corporation shall be resisted by the Corporation. In the event of dissolution, liquidation, or disfunction of the Corporation, whether voluntary or involuntary, the Board of Directors shall, after paying or making adequate provision for the payment of the liabilities of the Corporation, transfer all net assets of the Corporation to the National Customs Brokers and Freight Forwarders Association of America, Inc. and to no other person or organization, for such use as the National Customs Brokers and Freight Forwarders Association of America, Inc. may direct.

ARTICLE XVIIi MISCELLANEOUS

Section 1. Amendments. These Bylaws may be amended or revised at any regular meeting by the Regular and Associate Members of the Corporation upon two thirds of the vote, provided there is a quorum, but such amendment shall not be considered unless the changes have been previously approved by two thirds of the Officers and Directors (Executive Committee) and written notice of the same has been submitted to all Regular Members at least seven (7) days prior to the vote. Affiliate Members, and Honorary Members may not vote to amend these Bylaws.

Section 2. Change of Address. Each member shall immediately notify the Secretary of any change of address (physical or electronic). Failure to do so shall constitute a waiver of any notice required to be given to such member.

Section 3. Conduct of Meetings. All meetings of the Corporation, its committees, and the Board of Directors shall be conducted in accordance with Robert's Rules of Order, except as may otherwise be provided in these Bylaws. The agenda for all regular and special meetings of the Members and the Directors shall be determined by the President, except as may otherwise be provided in these Bylaws. The agenda for meetings of all other committees shall be determined by their respective chairpersons.

Section 4. Legal Construction. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.

Section 5. Parties Bound. The Bylaws shall be binding upon and inure to the benefit of the Members, Directors, Officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.