SENIOR SERVICES NETWORK OF THE MID-SOUTH BY-LAWS

Senior Services Network of the Mid-South is a not-for-profit corporation organized under the laws of the State of Tennessee.

The name of this organization is Senior Services Network of the Mid-South (hereinafter referred to as “SSN”).

The fiscal year of SSN shall begin on July 1 of each calendar year and end on June 30 of the next succeeding calendar year.

SECTION 1: PHILOSOPHY
The following statements express the philosophy of SSN:

A. SSN is a not-for-profit organization providing professional development and networking possibilities to adults 21 years of age or older whose work and/or passion is related, in some way, to senior citizens.

B. SSN recognizes senior citizens are a viable part of their community life, and should be embraced by their communities as individuals with values, rights and responsibilities.

C. SSN supports services provided to people working with the senior citizen population. SSN strives to foster a positive and professional atmosphere, to encourage its members to reach the maximum of their capabilities, and facilitate opportunities for their education, training, and employment.

D. SSN has the responsibility to assure the effectiveness of the programs provided at each related meeting or gathering.

SECTION 2: MISSION STATEMENT
SSN is a forum where individuals network, collaborate, and exchange information and ideas in addressing the needs of the elderly population in the service area of middle Tennessee and surrounding geographic areas (hereafter referred to as ¨service area¨).

SECTION 3: OBJECTIVES
The objectives of SSN shall be:

A. To empower the members to find and make effective use of allied resources serving and administering to seniors and to support members in developing their abilities, in enhancing their professional skills, and in leading purposeful lives.

B. To support and strengthen SSN members in the identification, development, and implementation of necessary and appropriate services for seniors.

SECTION 4: PROGRAM
1.Consistent with its stated objectives SSN shall:

2. Identify, facilitate and develop programs and services in professional development, health, advocacy, education, and employment as are necessary for the benefit of members of SSN.

3. Identify programs and resources for members who are focused on and/or concerned with services for senior citizens.

4. Encourage the use of members and volunteers at all levels of SSN.

5. Cooperate with and counsel with other organizations and agencies in appropriate activities relating to senior citizens.

6. Do such other things and perform such other acts, as SSN may deem necessary to accomplish its purposes.

7. In the advancement of the foregoing, it shall be the responsibility of SSN to:

8. Comply with and be in good standing with all applicable laws and statutes and make applicable filings to the appropriate authorities, as necessary.

9. Develop and maintain minimum standards for all activities carried out under the guidelines and auspices of SSN, including program, personnel, membership, administration, and fiscal accountability, (and to develop procedures to assure compliance with such standards by local service members).

10. SSN shall not discriminate on the basis of age, sex, race, color, creed, national origin, marital status or disability with regard to membership, appointment or election to voluntary office, or hiring, for assignment to positions.

SECTION 1: MEMBERSHIP CHARACTERISTICS
A. Membership shall be open to all persons connected with the provision or coordination of services, including advocacy and volunteerism, provided to the elderly or senior citizen population throughoutthe service area.

B. Membership shall be open to any such other persons as the Board of Directors may invite to join.

SECTION 2: MEMBERSHIP DIRECTORY
A Membership Directory shall be compiled by the Membership Chairperson. Its contents will be reviewed and approved by the Board of Directors. The Membership Chairperson will have cause to issue periodic membership updates to the Member at Large/Technology Chair and other Board members.

Section 3: Membership Standard of Conduct
Members, all of whom join as individuals, but who are in most instances aligned and/or identified with companies and organizations serving seniors, shall, at all times, conduct themselves with appropriate civility and respect, in their dealings with fellow members and as representatives of SSN.

SECTION 1: MEMBERSHIP MEETINGS
A.The general membership shall meet once monthly.

B. Notice of time, place, and agenda shall be sent to the SSN Member at/Large Technology Chair and emailed to the SSN membership, by the Secretary, at least seven (7) business days before each meeting.

C. Special meetings of the membership may be called by the President, by the Secretary and any (2) officers, or by a written resolution or call, signed by any nine (9) SSN members.

D. Written notice may be waived, provided a written waiver, signed by a quorum present, is filed with the Secretary, said waiver to become a part of the minutes of the special meeting.

SECTION 2: MINUTES
The Secretary is expected to attend all Board and general SSN membership meetings, both regular and special, and to report activities as appropriate. When the Secretary is going to be absent at any meeting, a Board member appointed by the President (or acting President, in the former’s absence) will take notes and forward these notes to the Secretary for archival or inclusion in an appropriate communication to the membership.

SECTION 1: AUTHORITY AND RATIONALE
Notwithstanding the principal and herein described and sanctioned organization SSN, these By-Laws also authorize additional SSN subchapters and Regional ‘sub-organizations’ (“RSO”) to operate under the auspices and guidelines established for SSN. These RSOs reflect the increasing dispersion of SSN members across the service area and a desire to accommodate outlying member(s)/groups, which would benefit from their own regular meetings with allied professionals located and serving more regional areas.

SECTION 2: ANNUAL LEADERSHIP
With respect to any established RSO (after the initial formation year), the official members of the organization will have the responsibility to elect or appoint a Chapter Chairperson or Co-Chairpersons who will be responsible for programs. The elected Chairperson will be a participating member of the SSN Board.

SECTION 3: ELIGIBILITY AND FORMATION
To be eligible to form a RSO, leadership of said prospective chapter must announce its intent and formally petition the SSN Board by making a case for establishing a new RSO. Approval for the same will not be unreasonably withheld, as long as the petitioners can demonstrate a captive, future membership group of at least 20 official and dues-paying members. Any new start-up RSO will be encouraged to begin their petitioning process not less than nine (9) months prior to a formal targeted organizational launch date. The only eligible start date for a RSO will be July 1 of any year, so as to coincide with the start of the fiscal year of SSN. A RSO in formation may begin to hold regular, albeit informal (and non-sanctioned SSN) meetings up to six (6) months (i.e. January) prior to official launch target:

A. To identify, to build, and to substantiate its prospective membership core;

B. To conform its chapter identity, optimal meeting times and locations; and

C. To work through any needs and/or special circumstances, innate to that prospective grouping.

SECTION 4: RSO MEETINGS
A RSO may schedule its own regional meetings, but the meeting should fall on a day and week different from SSN’s established program monthly meetings. It will be the responsibility of each RSO to communicate notice of time, place, and agenda to its constituency group. If advance and timely notice of said RSO meeting is provided to the SSN Member at Large/Technology chair who will post a notice to the SSN website.

SECTION 5: AUTHORITY
Each RSO will be bound by the By-Laws and rules of SSN.

SECTION 1: NUMBER OF DIRECTORS AND TERM OF OFFICE
Board Membership

A Board of Directors shall govern SSN. The Board of Directors (hereafter referred to as ¨Board¨) shall consist of the President, President Elect, Secretary, Treasurer, the Membership Chairperson, the Vice President of Programs, the Vice President of Special Events and four Members at Large from the SSN Membership, immediate Past President, and other RSO elected officers who will have one chapter vote. The All Board members must reside in the service area. The four members at large shall be elected in alternating years in accordance with their election cycle.

SECTION 2: REPRESENTATION
A. Each Board member shall be a person 21 years of age or older, capable of doing business in his or her own right, who is interested in the concerns of the elderly, resides in the service area, and who is willing to attend all regular meetings and special meetings when called.

B. The term of each Board Member shall be two fiscal years and Board members shall be elected in accordance with these By-Laws at the June meeting of the year proceeding each respective term of office. A Board member shall serve no more than two (2) consecutive terms in the same office.

Standards of Conduct

A Director of SSN shall discharge his or her duties as a Director or Officer, including duties as a member of a committee:

A. In good faith

B. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

C. In a manner he or she reasonably believes to be in the best interest of SSN.

Authority
A. The Board shall prepare a balanced budget for each fiscal year and shall seek ratification of this budget from the Board.

B. The Board approved budget should be presented to the membership annually for comments and discussion.

C. The Board shall be bound to govern within the confines of this budget and the Board, by simple majority, must give approval for expenditures (exceeding any individual item greater than $500.00 or, cumulatively, unbudgeted expenditures aggregating $1,500.00 or more) not presented in the respective budget.

D. For expenses exceeding $500 the Board requires 2 signatures from members of the Executive committee.

E. The Board shall take all necessary actions to ensure that SSN is operating in compliance with the Charter of the Organization, and with the laws made and provided in the state of Tennessee and any federal requirements.

Salaries and Expenses

A. No member, director or officer of SSN shall receive compensation for his or her services.

B. No member, director or officer of SSN shall receive reimbursement from SSN for travel expenses to or from meetings without Board approval.

SECTION 3: MEETINGS
The Board shall have no fewer than six (6) meetings per year, one of which is to be designated by the Board as an annual meeting and shall be held at the call of the President at the place and date specified in the call. All meetings are open to the membership. The President may call special Meetings of the Board. Special meetings may also be called upon the request of one-third or more members of the Board. Notice of the time, place, and, in the case of a special meeting, the purpose thereof, shall be given by the Secretary of SSN to each member of the Board not less than five (5) days before the date specified for such meeting. Such notice shall be by mail, fax, or email addressed to each member at the address last recorded with the Membership Chairperson.

SECTION 4: POWERS
The Board, subject to these By-Laws, shall exercise all powers and conduct, manage and control the affairs and property of SSN. It shall have power to receive, use, hold, invest, and reinvest gifts, bequests, devises, grants, or funds from whatever source and use of the same or the proceeds thereof for SSN or any of its activities, or as specifically designated.

Books and Records
All books, records, and other documents of SSN shall be maintained by the Secretary and/or Treasurer of SSN, and shall be available for inspection by the Membership upon written request.

SECTION 5: QUORUM AND VOTING
A quorum for the transaction of business shall exist whenever a majority of the Board (exclusive of ex-officio members) is present in person. Directors shall be considered “present in person” when able to hear and be heard by all other Directors. Each Director shall be entitled to one vote, to be cast in person and not by proxy. Unless a greater vote is required by these By-Laws, any proposal to come before the Board shall be deemed to be adopted upon the affirmative vote of the majority of the Directors present and voting, a quorum being present.

SECTION 6: CONFLICT OF INTEREST
A conflict of interest shall exist when the interests or concerns of any director, officer, or member may be seen as competing with the interest or concerns of SSN.

The person concerned shall disclose any possible conflict of interest to the Board of Directors and the Board shall determine whether a true conflict exists.

When any such conflict of interest is determined to exist, such person shall not vote on the matter, and moreover, the person having the conflict shall retire from the room in which the Board (or its committee) is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration.

The minutes of the meeting of the Board or committee shall reflect that the possible conflict of interest was disclosed and that a determination was made as to whether a true conflict existed and that the interested person was not present during the final discussion or vote and did not vote.

A copy of this conflict of interest statement shall be furnished each Board member, officer and member of SSN; this policy shall be reviewed annually for the information and guidance of Board members, officers and members.

SECTION 7: EMERITUS BOARD MEMBERS
Board of Directors may designate a Board member as having “Emeritus” status, if it wishes to recognize outstanding service and contributions to SSN by that Board member. Emeritus status will be defined as someone who will be retained on the Board for life without voting privileges, in recognition of their service to the organization. Such appointment shall not be deemed to create a vacancy on the Board.

SECTION 1: NUMBER, ELECTION AND TERM
The officers of SSN shall consist of the following: President, President Elect,Treasurer, Secretary, Vice President of Programs, Vice President of Special Eventsand Membership Chairperson, and RSO elected officers. The membership shall also elect four Members at Large for the Board of Directors. Two members at large shall be elected each fiscal year. All officers shall be elected from nominees submitted by the Nominating Committee of the Board or persons nominated from the floor by the Members at the June meeting, provided the consent of any such person has been obtained in advance.

SECTION 2: QUALIFICATIONS
All Board members shall be elected from among the members of SSN, the member must have been a member of SSN before becoming eligible for a Board position.

SECTION 3: REMOVAL FROM OFFICE
Standards of Conduct
An Officer of SSN shall discharge his or her duties as an Officer, including duties:

A. In good faith

B. In a manner he or she reasonably believes to be in the best interest of SSN.

Any Officer may be removed from office upon a motion to the Board by its executive committee and upon affirmative vote of not less than three-fourths (75%) of the directors present and voting. Such removal may be with or without cause.

SECTION 3: VACANCIES
A vacancy in the office of an officer shall be temporarily filled by the Board to complete a term in office. Any officer or member at large who has three (3) consecutive absences from regular meetings of the Board, beginning with the first meeting subsequent to election, shall be considered as having resigned the position, unless the Board excuses one or more of the absences, and the vacancy thus created shall be filled as herein above provided.

All Board members, except persons elected to fill a vacancy, shall be elected from nominees submitted by the Nominating Committee or persons nominated from the floor or in due process, provided the consent of any such person has been obtained in advance.

Terms and Vacancies for Officers

A. Membership as an officer or as a Member at Large on the Board shall be for a period of two years, unless specified otherwise.

B. A Board member shall be considered removed from the Board due to resignation, absence from three consecutive unexcused meetings of the Board, or death.

C. Resignation as an officer and from the Board shall be evidenced by a written letter or email to the Board.

SECTION 4: DUTIES OF OFFICERS
PRESIDENT
The President must have been a member in good standing, of SSN for a period of one (1) year or more.
The President shall exercise such powers customarily given to the chief executive officer of a business organization. The President shall serve ex-officio, without vote, on all committees of SSN and shall do and perform such other duties as may be assigned from time to time, by the Board.
The President shall:

A. Preside over meetings of the Membership and the Board of Directors.

B. Supervise the business affairs and direct the strategic priorities for SSN.

C. Ensure organizational compliance with laws, licenses, pertinent to its purpose and being.

D. Appoint standing committees and other committees as needed, excluding the Nominating Committee.

E. Be an ex-officio member of all committees, except the Nominating Committee.

F. Represent SSN, as applicable, in any senior-related organizations, forums, or activities, in that SSN has been asked or chosen to participate.

PRESIDENT ELECT
A. The President Elect must have been a member in good standing, of SSN for a period of one (1) year or more.

B. The President Elect will serve one year as President Elect and one year as President of SSN.

C. The President Elect will perform all of the duties of the President when the President is absent.

D. The President Elect will automatically become President the following fiscal year of SSN.

TREASURER
The Treasurer shall be responsible for all the funds and securities of SSN, shall authorize the payment of monies on such approvals and signatures as the Board may determine, shall be responsible for the maintenance of adequate books of account, shall present to the Board, not less than quarterly, financial statements of receipts and expenditures and at the close of the fiscal year.

The Treasurer shall:

A. Be responsible for the collection and disbursement of all revenues and expenses according to the SSN Budget, and other disbursements as directed by the Board.

B. Record and deposit all incoming checks.

C. Maintain receipts and invoices on all expenses and reimbursements.

D. Create the upcoming fiscal year budget for board approval, based upon revenues and expenses from previous years’ budget(s) and future endeavors planned by the SSN board.

E. Maintain, update, and report on the budget (revenues and expenditures) monthly to the SSN membership.

D. Authorize annually appropriate signers for SSN on all active SSN depository accounts.

E. In the absence of the President and President-Elect, preside over monthly meetings.

F. Perform such other duties as may be assigned by the Board.

SECRETARY
The Secretary shall attend and shall be responsible for the preparation and preservation of the minutes of all meetings of the Board. The Secretary shall serve on such committees as may be appointed by the President. The Secretary shall give all notices, which may be required by law or by these By-Laws. The Secretary shall have charge of such books, documents and papers as the Board may determine and shall do and perform such other duties as may be assigned by the Board.

The Secretary shall:

A. As the principal function, prepare and maintain the official minutes, newsletter, or other communications to the membership.

B. Be responsible for recording and mailing all Membership Meeting News, via the Member at Large/Technology Chair on the SSN website, mail, or e-mail to the SSN membership.

C. Record in writing or audiotape the minutes of each Board meeting; prepare conformed minutes for dissemination to Board and/or SSN members (via website, mail, or email as applicable).

D. Shall coordinate with the Member at Large/Technology Chair on availability of all documents such as Board minutes, by-laws, etc for the SSN website.

E. Perform such other duties as may be assigned by the Board.

VICE PRESIDENT OF PROGRAMS
The VP of Programs will be principally focused on and responsible for SSN’s monthly programs and the identification, qualification, and recruitment of speakers at these forums

The Vice President of Programs shall:

A. Be responsible for arranging informational programs and qualified speakers for the SSN monthly meetings.

B. Strive to build variety into the speaker topics. Among other subjects, pertinent to SSN members, obvious areas of interest would be: issues on aging; professional/specialty perspectives in senior care; personal and professional development, and marketing.

C. Be free to elicit ideas, leads of, and, where opportune, introductions to prospective speakers, for the SSN monthly meetings, from SSN Board members and the broad membership.

D. Work closely with the Secretary and Member at Large/Technology Chair in disseminating timely information and advance billing on speakers to the membership.

E. Perform such duties as may be delegated by the President and/or assigned by the Board.

VICE PRESIDENT OF SPECIAL EVENTS
The VP of Special Events will have charge of the SSN Annual special event, such as the holiday party and spring membership gathering, including theme, speakers, budget for events, event venue, promotion, professional contact hours, and selection of the Special Events Committee. The VP of Special Events can expect broad involvement of the SSN Board in the event. These events will be the singular focus of the VP of Special Events during the SSN fiscal year and require Board approval. The Vice President of Events shall perform such duties as may be delegated by the President and/or assigned by the Board.

MEMBERSHIP CHAIRPERSON
This Chair shall be responsible for the ongoing membership drive, membership updates. He/she will be the chief contact and coordinating point for inquiries on SSN member status/activities and requested changes/updates to member profile information (name, affiliation, address, contact points).

The Membership Chairperson shall:

A. Solicit new members

B. Perform such additional duties as may be delegated by the President and/or assigned by the Board.

C. In the absence of the President, the President Elect and the Treasurer, at any SSN monthly meetings, preside at such meeting.

D. Be at the membership sign-in table for the monthly meetings as well as any special events to ensure the membership list is updated on a monthly basis. This information shall be given to the Treasurer each month.

MEMBER(S)-AT-LARGE
At any point in time, SSN will have four (4) Members-at-Large serving the Board and the membership. These positions will, typically, have floating responsibilities, as determined by the President and the Board of directors. Notwithstanding, all At-Large Members will be available and expected to assist in the planning, preparation, and production of the specialevents as well as the Membership Chairman in the due diligence, creation, and distribution of the annual membership Directory. One Member at Large will be appointed by the President to be the Nominating Committee Chair person. The Member-at-Large/Technology Chair will work with the Web Master to maintain the SSN web site, and to post events and updates to the SSN Website in conjunction with the Secretary and Membership Chair.

RSO CHAIR OR CO-CHAIR
Be responsible for conducting meetings to include:

A. Welcoming attendees and introducing board members and visiting guests

B. Make introductions of breakfast sponsor at each meeting

C. Making announcements of coming events

D. Be responsible for securing speakers

E. Send out bios of speaker and upcoming meeting notices

F. Send welcome letters to new members

G. Attend board meetings

SECTION 5: TERMS OF OFFICE
President: One year in even calendar years

President Elect: One year, elected in odd calendar years

Treasurer/Membership: Two years, elected in odd calendar years

Secretary: Two years, elected in even calendar years

Vice President of Programs: Two years, elected in odd calendar years

Vice President of Special Events: Two years, elected in even calendar years

Membership Chairperson: Two years, elected in odd calendar years

Chairperson, RSO: Two years, elected in odd calendar years

Member at Large two (2): Two years, elected in odd calendar years

Member at Large two (2): Two years, elected in even calendar years

The Board shall appoint a Nominating Committee, consisting of three (3) members.

The Nominating Committee shall present the names of qualified Board of Director candidates and the office or position to be filled to the Secretary for inclusion in the May Membership Newsletter. This information should also be e-mailed to all SSN members.

Additional nominations, from the floor, will be accepted at the June SSN meeting. All candidates must indicate in advance a willingness to serve for the respective position nominated.

Board members shall be elected at the June SSN meeting and shall serve in their respective capacity beginning July1 of the first fiscal year for which elected and ending June 30 of their elected term.

Board members rolling off the board are expected to attend the July and August meetings to aid in transition of new board members.

A Board member shall serve no more than two (2) consecutive terms in the same office.

SECTION 1: APPOINTMENT AND TENURE
The President and other members of each committee shall be appointed by the President of the Board and shall serve until the designation of their successors. Each committee member shall be entitled to vote at committee meetings.

SECTION 2: SCOPE OF RESPONSIBILITY
The scope of responsibility of each committee is outlined below. Except as otherwise provided herein, each committee’s recommendations shall be transmitted to the Board for action.

SECTION 3: STANDING COMMITTEES
The following committees shall be appointed (or established by position) annually by the President, in concert with the Board, and the members of the committees shall serve until their successors have been designated. Except as otherwise provided herein, each committee shall have a minimum of three (3) members and shall be appointed from among the members of the Board.

SECTION 4: NOMINATING COMMITTEE
It shall be the function of this committee to recruit, consider and nominate candidates to the Board of Directors. The Committee shall consist of three (3) Directors of the Board, appointed by the President, and one Member at large will serve as Chairperson. The President is not eligible to serve. The Committee shall consider the qualifications, contributions of service and support that eligible person may have made or be likely to make to the welfare and benefit of SSN. After obtaining the consent of the nominees, the Committee shall prepare a listing of approved nominees, by position, for ratification by the Board and submission to SSN members in advance of the May election. The Nominating Committee shall also make recommendations to the Board for filling vacancies that occur between annual meetings.

The Nominating Committee shall have the ability to nominate, as deemed appropriate, long time Directors as “emeritus’ or as “honorary” for election pursuant to Article VII, Section 7. Criteria for emeritus status and honorary status are longtime supporters that may have retired from active membership on the Board but retain voting privileges for life.

SECTION 5: EXECUTIVE COMMITTEE
A. Composition. The Executive Committee shall be composed of the President, President Elect, Treasurer, Membership Chairperson, Secretary, and any person so chosen by the President. This committee shall meet on an as-needed basis.

B. Quorum. A majority of the Executive Committee shall constitute a quorum.

C. Meetings of the Executive Committee. Meetings of the Executive Committee shall be called by the President of the Board of Directors, as required.

D. At least (2) Two signatures from members of the Executive committee will be required for expenses over $500.00.

E. Powers of the Executive Committee. The Executive Committee shall exercise all general powers of the Board of Directors in emergency matters during intervals between meetings of the Board and shall conduct such other business as the Board may assign from time to time except as noted below.

The Executive Committee may not amend the Charter.
The Executive Committee may not declare vacancies on the Board of Directors.
The Executive Committee may not spend the Corporation’s money beyond amounts budgeted by the Board of Directors; and
The Executive Committee may not, in the exercise of its duties, take action contrary to established current policies of the Board of Directors.

SECTION 6: SPECIAL COMMITTEES AND AD HOC COMMITTEES
The President, with the approval of the Board of Directors, as evidenced by resolution, may from time to time create such ad hoc committees, as the President (or the Board) believes necessary or desirable to investigate matters or to advise the Board. Ad hoc committees will limit their activities to the accomplishment of the tasks for which they were created and shall have no power to act, except as specifically conferred by the resolution of the Board. Such committees will operate until their tasks have been accomplished or until earlier discharged by the President and/or Board.

The President may appoint a Professional Advisory Council of individuals, representative of various medical and/or senior specialties and in related professional fields: to advise on broad fundamental policies related to the service programs of SSN and/or issues pertaining to seniors; to offer input/ guidance, in any other fashion, on matters material or looming for seniors and/or SSN membership; to help promote the mission of SSN in the service area marketplace.

Dues will be set, by the Board of Directors, as deemed necessary. Commencing July 1, 2009, the SSN Board has approved annual membership dues of $35.00 per person for membership in SSN. These dues are for one year, from July 1 through June 30. Visitors may attend any two meetings per fiscal year.

It is hereby reaffirmed that the name Senior Services Network of the Mid-South and the stylized SSN by which it is identified are the lawful property of the Organization.

The most recent edition of Robert’s Rules of Order of parliamentary procedure shall govern in all cases, unless otherwise specified.

These By-Laws and any amendments thereto, shall become operative when adopted by a majority vote of the Board of Directors of the Senior Services Network and the present membership: pursuant to the earlier By-Laws being in effect since April 13, 1999.

Having been approved by majority vote of the Board of Directors and the present membership, on April 13th, 1999, as herein provided, these By-Laws shall take effect and have force on July 1, 1999.

SSN shall indemnify, to the fullest extent allowed by the laws of the State of Tennessee, any and all of its directors, officers or staff, or former directors, officers or staff, against all judgments, fines and penalties and all costs and expenses reasonably incurred by them or any of them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a part, by reason of being or having been directors, officers, or staff (such expenses to include the cost of litigation) except in relation to matters as to which any such director, officer or staff shall be finally adjudged in such action, suit or proceeding to be liable for misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any agreement, or

Any written notice required by these By-Laws shall be given by registered or certified mail, return receipt requested, postage prepaid, addressed to the party for whom it is intended at such party’s last known address or by telegram, email or facsimile. Any such notice shall be effective upon mailing.

SSN has been organized and will be operated exclusively for exempt purposes within the meaning of Section 501(c) (3) of the Code and, as such, will be exempt from taxation under 501(a) of the Code. Any provision of these By-Laws or of the Charter which would in any manner adversely affect the organization’s tax-exempt status shall be void and shall be deleted or modified as necessary to comply with all applicable federal and state requirements for the maintenance of SSN’s tax-exempt status.

These By-Laws may be amended from time to time, or new By-Laws adopted, by the affirmative vote of not less than a majority of the SSN membership in attendance.

(By-Laws off SSN consist of the foregoing nineteen (19) articles.)

These By-Laws are amended and restated as of this 1st day of June 2005, ratified by the Board of Directors at its meeting of June 13th 2005 and by the SSN membership on June 14th, 2005.

These By-Laws are amended and restated as of this 1st day of May 2010, ratified by the Board of Directors at its meeting on May 6th, 2010, and by SSN membership on May 11th 2010.

These By-Laws are amended and restated as of this 1th day of May 2012, ratified by the Board of Directors at its meeting on May 3rd May 2012, and by SSN membership on May 8th 2012.

These By-Laws are amended and restated as of this 1th day of June 2015, ratified by the Board of Directors at its meeting on June 4, 2015, and by SSN membership on June 9th 2015.