BYLAWS OF THE UNIVERSITY OF TEXAS AT SAN ANTONIO ALUMNI ASSOCIATION
ARTICLE I. NAME AND PURPOSE Section 100 Name and Office The University of Texas at San Antonio Alumni Association (the “Association”) is incorporated as a charitable organization under the Texas Non-Profit Corporation Act. The Association is qualified as a tax-exempt organization under Section 501(c) 3 of the United States Internal Revenue Code of 1986. The principal office of the Association shall be in San Antonio, Bexar County, Texas. Section 101 Purpose The purpose of The University of Texas at San Antonio Alumni Association is to engage our alumni in activities that will advance UT San Antonio as a top-tier institution. Our focus is to deliver value-added services and events where our alumni can connect with each other, with current students and/or with the university. We invest in programs that enable accessibility to higher education and support local community educational initiatives. In doing so, we strive to create a sense of pride, purpose and philanthropy that is the essence of the Alumni Association membership experience. Section 102 Registered Agent and Office The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act.
ARTICLE II. MEMBERS OF THE ASSOCIATION Section 200 Eligibility A. The following persons shall be eligible to become members of the Association: 1) UTSA, UT Health San Antonio, or UT San Antonio degreed person; 2) Former UTSA, UT Health San Antonio, or UT San Antonio student; 3) Former of Current UT Health San Antonio Resident; 4) Current UT San Antonio student; 5) Recipients of an honorary degree conferred by University of Texas at San Antonio or legacy instition; 6) Persons elected to honorary life membership by the Board of Directors pursuant to Section 203; and 7) Any other person who is a friend of the University and requests membership pursuant to Section 204. Section 201 Members Any person eligible for membership in the Association may become a member by paying dues. Section 202 Honorary Life Members An honorary member is any person who may be elected to such membership by a vote of the Board of Directors. An honorary member shall not be required to pay dues. An honorary member may not serve on the Board of Directors or vote unless he or she is a UT San Antonio degreed alumnus.
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Section 203 Non-UT San Antonio Degreed Members A. Any friend of the University who does not fall within the eligibility requirements listed in Section 200 may become a Non-UT San Antonio Degreed Member by paying dues. These members shall be accorded the privileges of membership except may not serve on the Board of Directors or vote. B. A friend may be: 1) Former UT San Antonio student; 2) Current and Past Faculty and Staff members; 3) Parents of, and relatives of students or alumni; 4) Spouses and other loyal friends of the Association or University. Section 204 Complimentary Annual Members A. From time to time, the UT San Antonio Alumni Association may allow for promotional segments to be implemented to offer complimentary annual memberships. These may include: 1. First-year Graduates of UT San Antonio; or 2. Any other segmented group as deemed appropriate by the Board of Directors. These members shall be accorded the privileges of membership except that they may not serve on the Board of Directors or vote. Section 205 Meetings of the Association A. Annual Meeting of the Association. The Alumni Association can hold an annual meeting for all alumni to attend for the purpose of reviewing the organization’s activities and conducting other business as deemed necessary. The decision to hold an annual meeting shall be at the discretion of the Board of Directors. If held, notice of the annual meeting shall be given to each director and/or member at least thirty (30) days prior to the meeting, stating the date, time, location (or virtual access information if applicable), and purpose of the meeting. B. Special Meeting of the Association. Special meetings of the Association may be held if determined by the Board to be necessary or if requested by written petition signed by at least fifty (50) active members of the Association stating the purpose of such meeting. The President shall cause written notice of the time, place, and date of the Annual Meeting, and in the case of any special meeting the purpose for which the meeting is called, to be mailed or to be published on the Alumni Association website not less than twenty (20) business days before the date of the Annual Meeting or ten (10) business days before the date of a special meeting to each active member. C. Attendance by an Active Member. Attendance by an active member at any meeting of the Association shall constitute waiver of notice of such meeting unless the member attends for the announced, sole purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. D. Quorum. For purposes of conducting any business other than the presentation of the directors, officers, and committee members of the Association and the appointed and ex-officio members of the Board, thirty (30) active members shall constitute a quorum at any meeting of the Association. In the absence of a quorum, any Director present may adjourn the meeting from time to time until a quorum is present. The presence of a member at any meeting of the Association shall be counted in determining whether there is a transaction of any business on the ground that the meeting was not lawfully called or convened. There need not be a quorum present at the Annual Meeting in order to accomplish the presentation to the membership of the duly elected Directors and Officers and the appointed and ex-officio members of the Board. E. Voting Rights. Each member excluding honorary and non-degreed members present at any meeting of the Association at which a quorum is present shall be entitled to one (1) vote on all
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matters submitted to a vote at such meeting. Voting by proxy shall not be permitted. The vote of the majority of the active members present at a meeting at which a quorum is present shall be the act of the Association.
ARTICLE III. BOARD OF DIRECTORS Section 300 Powers Unless otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, all the authority of the Association and its governance and management shall be exercised by the Board of Directors. Section 301 Elected Directors; Appointed and Ex-Officio Members A. Elected Directors. The Board of Directors (“BOARD”) shall be composed of up to thirty (30) elected Directors. The election of the members shall take place at the Spring Meeting of the Board of Directors. B. Geographic Diversity. At least one (1) of the Directors of the Association shall be an active member whose principal residence is located outside Bexar County, Texas. C. The following non-voting, ex-officio members of the Board of Directors may be: 1) The immediate past President of the Association. 2) One person appointed by each Association Network. 3) The President of UT San Antonio Student Government. 4) One person appointed from the faculty by the University President. 5) One person appointed from the University by the University President. 6) The Executive Director of the Association. Section 302 Election of Directors A. The election of Directors will take place at the Spring quarterly meeting. B. The Governance and Nominations Committee shall nominate one (1) individual from among the active members of the Association to serve in each position up for election. Per the strategic vision of the Board and its leadership, positions may remain vacant until a suitable candidate is nominated and approved. C. The Committee shall submit the annual slate of incoming Directors to the current board no later than seven (7) days prior to the election. D. The slate of nominees for Directors At-Large to the Executive Committee will be submitted at the same time by the committee. E. The Executive Committee may act as the Governance and Bylaws Committee, if nominations are not received in a timely manner. Section 303 Terms of Office A. Directors of the Association shall serve a term beginning September 1 and lasting for three (3) fiscal years or until their successors are installed. B. A Director’s consecutive service on the Board shall be limited to two (2) three-year terms beginning September 1 following their election to the board. In the case of an appointment to fill a vacancy, the first full term will commence September 1 following the completion of the term vacated. After absence from the Board for a minimum of four (4) consecutive fiscal years following such maximum period of service, any former Director shall be prospectively eligible for election or appointment to the Board, subject anew to the term limitation prescribed by this
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subsection. C. The immediate Past President of the Association may serve as an ex-officio member of the Board until the Board elects the successor to his or her successor as President. Board members appointed by Local Networks and by College/School Networks may serve terms as provided in the bylaws of the respective Network. The President of the Student Government of the University may serve as an ex officio member for so long as he or she holds such position. The Board member appointed by the President of UT San Antonio shall serve at the pleasure of the President of UT San Antonio. Section 304 Responsibilities of Directors A. Responsibilities. A director must be a UT San Antonio (or legacy institution) graduate AND Life Member of the Association, follow/meet all requirements, and sign and acknowledge the Board of Directors Expectation Document each year as directed by the Executive Committee. This document is reviewed annually at the Board Retreat and then confirmed at the Quarter I meeting each year. B. Resignation. A Director may resign at any time by giving written notice of resignation to the Board, the Executive Director, or the President of the Association. A resignation shall take effect at the time specified in the notice or, if no time be specified, upon receipt thereof. Acceptance of a resignation shall not be necessary to make it effective. C. Removal. Any Director may be removed for failure to fulfill such outlined and agreed upon responsibilities by a two-thirds vote of Executive Committee members present at any given meeting where quorum is met, or for cause, by a vote of not less than two-thirds of the Executive Committee, provided that in each case notice of the proposed removal shall have been given to such members in writing or by other legally permissible means at least 5 days prior to the taking of such action, and if such proposed removal shall be for cause, such notice shall include a statement of such cause. Section 305 Vacancies A. Director Vacancy. If a position of Director becomes vacant during a term, the President shall appoint a person, with approval of the Executive Committee, from the membership of the Association to fill the unexpired term of the departed Director. Upon completion of the unexpired term, the individual may begin the first of two (2) three-year board terms, provided they remain in good standing. B. Appointed Position Vacancy. If an appointed position on the Board becomes vacant during a term, the institution is responsible for appointing the departed members’ replacement. If an ex officio position on the Board becomes vacant during a term, the officeholder succeeding the departed member shall also succeed to his or her position on the Board; provided, however, that if the departed member was the immediate Past President of the Association, the position will not be filled until there is a new immediate Past President. Section 306 Meetings of the Board of Directors A. Quarterly Meetings. The Board of Directors shall hold four (4) quarterly meetings in each fiscal year on dates to be determined by the Board and other such meetings as the Board may determine to be appropriate. The quarterly meetings shall be known as the Quarter I, Quarter II, Quarter III, and Quarter IV meetings. The President shall determine the place and time of all regular meetings and shall give all Directors and ex officio members of the Board written notice of such place and time at least twenty (20) business days prior to the date of the meeting. B. Special Meetings. Special meetings of the Board of Directors may be called by the President or by five Directors. The President or Directors calling any special meeting shall give all Directors
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and ex officio members of the Board written notice of the date, place, and time of the meeting at least ten (10) business days prior to the date of the meeting. The notice for any special meeting shall state the purpose for which the meeting is called. C. Attendance. Attendance by a Director at any meeting of the Board shall constitute waiver of notice of such meeting unless the Director attends for the announced, sole purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. D. Notice of Meeting. Subject to the requirements of these Bylaws and applicable statutes regarding the giving of notice of meetings, one or more Directors may participate in a meeting of the Board by means of a conference telephone call or similar telecommunications arrangement by means of which all persons participating in the meeting can hear each other. Participation of a Director by such means or in such a meeting shall constitute presence in person at the meeting unless that Director participates for the announced, sole purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. E. Actions. Any action permitted or required by law, the Articles of Incorporation, or these Bylaws to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent is electronic or in writing, setting forth the action to be taken, is signed by all Directors. The written or electronic consent shall be placed in the minute book of the Association. Such a consent shall have the same force and effect as a unanimous vote at a meeting of the Board and may be stated as such in any document or instrument filed with the Secretary of State. F. Absences. Unless otherwise excused by vote of the Executive Committee, any Director who is absent from two regular meetings in a fiscal year shall be deemed to have relinquished his or her position on the Board. Any Director or any appointed or ex officio member of the Board may be terminated for cause at a meeting called to consider such action by vote of a majority of all Directors. G. Quorum. A majority (51%) of all Directors shall constitute a quorum at any meeting of the Board. Appointed and ex officio members of the Board shall not be counted in determining whether there is a quorum. In the absence of a quorum, any Director present may adjourn the meeting from time to time until a quorum is present. The presence of a Director shall be counted in determining whether there is a quorum unless the Director attends for the announced, sole purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. H. Voting. Each Director present at any meeting of the Board at which a quorum is present shall be entitled to one vote on all matters submitted to a vote at such meeting. Voting by proxy shall not be permitted. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the vote of a majority of the Directors present at a meeting at which a quorum is present shall constitute the official and duly authorized action of the Board on any matter within its jurisdiction. Section 307 Approval of Charters The Board shall grant a charter to any alumni group requesting it pursuant to Article VII unless, in the Board’s considered judgment, such a request does not meet the requirements set forth in the applicable article or the request conflicts with the purposes of the Association described in Section 101.
ARTICLE IV. OFFICERS Section 400 Titles The officers of the Association will be the President, the Vice President, and the Treasurer. The
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Vice President will serve as chairperson of standing committees. The Executive Director of the Association will serve as Secretary. The Treasurer will serve as the Chairperson of the Finance Committee. Section 401 Election A. The Governance & Bylaws Committee shall nominate individuals from among the board of the directors of the Association to serve in positions up for election. B. The Governance & Bylaws Committee shall submit a list of vetted candidates for Officers of the Board of Directors to the Board of Directors no later than seven (7) days prior to the Spring quarterly meeting of the Board. C. At the Quarter III meeting of the Board the Directors, they shall elect by majority vote of those serving during the following fiscal year a President, a Vice President and a Treasurer from among their number. Section 402 Office Vacancy If any office becomes vacant during any term, the President shall call a special meeting of the Board of Directors as soon as practicable for the purpose of electing a person to fill the vacant office for the remainder of such term. Section 403 Removal from Office Any officer may be terminated for cause by a vote of a majority of all Directors at a meeting of the Board called to consider such action. Any officer that becomes an inactive member during his or her term of office shall be deemed to have relinquished such office. Section 404 Duties of the President The President shall preside at the Annual Meeting and at all meetings of the Board of Directors. The President shall be responsible for carrying out the policies and directives of the Board of Directors with respect to the affairs of the Association and shall be its official representative. The President shall serve as an ex officio member of all committees of the Association other than the Nominating Committee. Section 405 Duties of the Vice President The Vice President shall act as President Elect and perform the duties of the President in the absence of the President and shall perform such other duties as may be delegated by the President or prescribed by the Board of Directors. The Vice President will also Chair the Governance & Nominations Committee. Section 406 Duties of the Secretary The office of the Secretary of the Association shall be filled by the Executive Director of the Association. The secretary shall keep the official record of all Board of Directors, Executive Committee and general membership meetings. The Secretary shall give or cause to be given required notice of all Board of Directors, Executive Committee, and general membership meetings. Section 407 Duties of the Treasurer The Treasurer shall serve as Chair of the Finance Committee and shall, under the direction of the Board of Directors, oversee the finances of the Association. The Treasurer shall report to the Board of Directors on a regular basis on the nature and extent of all finances and investments of the Association. Section 408 Terms of Office A. The President will serve a one (1) year term and upon completion of that term may be elected to
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a second consecutive term. B. The Vice President shall serve a one (1) year term and upon completion of that term may be elected to a second consecutive term. Prior to a first term, the candidate must have served on the executive committee for at least one (1) year. C. The Treasurer shall serve a one (1) year term and upon completion of that term may be elected to a second consecutive term.
ARTICLE V. COMMITTEES Section 500 Creation of Committees The Board of Directors shall from time to time create such committees as it deems expedient to further the affairs of the Association. Committees can be permanent or created under temporary ad hoc status. The President shall appoint persons from among the active members of the Association to serve on the committees. Each committee shall be composed of at least three members, one of whom the President shall designate as chairperson. Members of the committees other than Executive Committee shall serve at the pleasure of the current President. Unless explicitly provided otherwise by resolution of the Board, neither committees nor members thereof, other than the Executive Committee, shall have authority to act on behalf of the Association or to bind it to any legal obligation. Section 501 Meetings of Committees Committees created by the Board of Directors shall meet at times and places determined by their respective chairpersons. Each such chairperson shall select a member of the committee in question to record the minutes of any meeting of such committee. Minutes of such meetings shall be recorded by staff, or by a committee member, and filed in the Office of Alumni Programs. The Executive Committee shall meet whenever convened by the President. Members of any committee created by the Board of Directors or of the Executive Committee may conduct their business by conference telephone call or similar telecommunications in the same manner as permitted for members of the Board under subsection D of Section 306, or by unanimous consent in the same manner as permitted for members of the Board under subsection E thereof. All actions taken by the formalized committee will be reported on at the next meeting of the Board of Directors. Section 502 Executive Committee A. There shall at all times be an Executive Committee of the Association, which shall be composed of the President, the Vice President, the Treasurer, and a minimum of three (3) other Directors At-Large elected by the Board as voting members of the Executive Committee. B. The immediate past President of the Association shall be entitled to serve as a non-voting, exofficio member of the Executive Committee. C. The Executive Committee shall have and may exercise all of the powers of the Board of Directors in the management of the affairs of the Association including but not limited to the approval of all extraordinary expenditures of the Association and in emergency situations. Section 503
CREATE (Communications, Reach, Engagement and Alumni Tactics & Experience) Committee Serves as a strategic and creative advisory group supporting the development and execution of alumni-facing communications, campaigns, and brand initiatives. The committee provides insight and collaboration to enhance membership growth, storytelling, digital engagement, and overall alumni experience.
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Section 504 Event Programming Committee Committee is responsible for the strategic vision, planning, implementation and fundraising of the Alumni Association major events, including but not limited to home and away tailgates, the 5K Diploma Dash, and the annual Golf Tournament. Section 505 Finance Committee A. Responsible for the fiscal responsibility of the Alumni Association, account administration, investment strategy and other items related to the financial accounts. Also responsible for all budget creation and approval as outlined in Section 901, and the annual inspection of the financial records, outlined in sections 902. B. Committee chaired by Treasurer. Section 506 Gala Committee Committee is responsible for the strategic vision, planning, implementation and fundraising of the Alumni Association’s annual Gala fundraiser. Section 507 Governance & Nominations Committee A. Ensures proper implementation and upkeep of the organization’s governance, bylaws and MOU with the University. Also responsible for gathering and scoring board nominations and presenting a slate for approval to the board outlined in section 302. B. Committee chaired by the Vice President to ensure continuity of Board’s mission and provide proper alumni representation within governance.
Section 508 Student Engagement Committee Provide insight and strategic guidance on student engagement events and help to shape the transition from UT San Antonio student to UT San Antonio alumni. ARTICLE VI. DUES Section 600 Regular Annual Dues The Board of Directors may establish regular annual dues that must be paid in order to achieve and maintain the status of an active member in the Association, and may from time to time adjust the level of those dues on a prospective basis only. For purposes of this section, any person who has become a Life Member, as the Board shall determine the requirements thereafter from time to time, shall be deemed thereafter to have paid his or her annual dues in every year. The Board shall establish procedures for the remittance of Network dues to the respective network when such dues are collected in conjunction with the collection of the dues of the Association. Section 601 Special and Promotional Membership Dues The Board may, at its discretion, adopt life memberships, interim memberships, student memberships, trial memberships, or other special or promotional memberships with dues structures different from the regular annual dues of the Association.
ARTICLE VII NETWORKS of the ALUMNI ASSOCIATION Section 700. Definition and Purpose. Networks provide a tangible way for the Association to identify and engage alumni in the life of the University. Networks may include but are not limited to any group of Alumni of The University of Texas at San Antonio that are college or school based, geographic based, or special interest based, hereinafter called a Network, and otherwise designated by the Board and having met the requirements outlined in the Handbook for Network Leaders. Although Networks may be defined
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by certain characteristics, each group shares the general purpose of promoting the welfare and advancing the interests of UT San Antonio. Section 701. Recognition of Alumni Networks The Board shall grant recognition to any Networks organized in accordance with the rules and regulations contained within the Handbook for Network Leaders. Recognition of a Network shall not create any explicit or implied obligations or liability on the part of the Association, including, but not limited to, financial obligations of the Network. No Network shall be held liable for any obligation or liability of the Association. Section 702. Revocation of Network Recognition The Board may cease to recognize an Alumni Network at any time when in the best interest of the Association and as such action is deemed necessary, by a majority vote of the total number of Directors present at any regular or special meeting called for such purpose, provided notice of such meeting shall specify such purpose.
ARTICLE VIII.
REMOVED
ARTICLE IX. FISCAL PROVISIONS Section 900 Fiscal Year The fiscal year of the Association shall begin on the first day of September in any calendar year and end on the last day of August in the succeeding calendar year. Section 901 Annual Budget The financial operations of the Association shall be conducted in accordance with an annual budget submitted by the Finance Committee and reviewed and approved by the Board of Directors at its summer meeting each fiscal year. Section 902 Annual Inspection of Financial Records A. Financial Records. The financial records of the Association shall be inspected annually by independent auditors appointed by the Board of Directors. B. Audits and Reviews. At least a full review will be required each fiscal year; a review will be required each of the two intervening years between full audits. The inspection shall be conducted as soon as possible after the close of each fiscal year. A copy of the report of each annual inspection shall be made available to the board of directors for review and approval. The Board, at its discretion, may require a full audit of any fiscal year. Section 903 Limitation on Directors’ Liability A. Act or Omission. No Director of the Association shall be liable to the Association for monetary damages for an act or omission in such person’s capacity as a Director, except for liability: 1) for any breach of a director’s duty of loyalty to a corporation, 2) for acts or omissions not in good faith that constitute a breach of any duty of a director to a corporation or that involve intentional misconduct or a knowing violation of law, 3) for any transaction from which the person received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person’s position as Director, or 4) for acts or omissions for which the liability of a director or a corporation is expressly provided by an applicable statue. B. Personal Liability. In addition to the foregoing limitations on a Director’s personal liability to the Association, each Director’s personal liability thereto shall be further limited to the fullest extent permitted at any time hereafter under applicable Texas law. Any repeal or amendment of this
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section shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director to the Association existing at the time of such repeal or amendment. Section 904 Indemnification of Persons Other than Directors All officers of the Association and any committee members or other members or employees of the Association authorized to act on behalf of the Association shall be indemnified in the performance of their duties in the same circumstances and to the same extent as a Director’s liability is limited under Section 903. Section 905 Insurance A. The Board of Directors shall cause the Association to secure and maintain in effect at all times: 1) General liability insurance for the Association and all members and employees thereof, and 2) D&O or fiduciary insurance for all directors and officers of the Association and any other members or employees of the Association authorized to act on behalf of the Association, with coverage limits for each type of insurance at levels as the Board may from time to time deem proper; provided, however, that the Board is not required to cause the provision of such insurance if the persons otherwise sought to be protected hereby are exempted from such liability by statute.
ARTICLE X. EXECUTIVE DIRECTOR Section 1000 Appointment of Executive Director The Executive Director of the Association shall be a person appointed by the President of the University upon the advice of the Alumni Association Executive Committee and shall be employed by the University and shall be partially reviewed by the Executive Committee. The Executive Director shall act as the manager of the Association, shall be a member of the Board of Directors without a vote, shall be an ex-officio member of all committees, shall administer the affairs of the Association and perform such other duties as may be prescribed by the president or the Board of Directors of the Association. The Executive Director shall have the authority to sign contracts on behalf of the Board. Non-budgeted expenditures shall be approved by the Executive Committee. Section 1001 Required Books and Records A. The Board of Directors shall cause the Executive Director or other officer or agent authorized by the Board to keep correct and complete books and records of account, including but not limited to the following: 1) a file-stamped copy of all documents filed with the Texas Secretary of State relating to the corporation; 2) a copy of these Bylaws, and all amendments thereto approved by the Board with record of the date of such approval; 3) minutes of the proceedings of the meetings of the Board of Directors and of the Executive Committee; 4) a list of the names and addresses of the directors and officers of the corporation; 5) a list of the names, addresses, and telephone numbers of the active and inactive members of the Association; 6) financial statements showing the assets, liabilities, net worth, income, and expenses of the corporation for the five most recent fiscal years; 7) all rulings, letters, and other documents relating to the corporation’s federal, state, and local tax status; and 8) the corporation’s federal, state, and local information or income tax returns for each of the corporation’s five most recent tax years. Section 1002 Inspection and Copying Any active member of the Association may inspect and copy at the office of the Association for
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any proper purpose during normal business hours upon reasonable notice all books and records of the Association required to be kept by these Bylaws or applicable law; provided, however, that no member may copy any portion of the list of the names, addresses, and telephone numbers of the active and inactive members of the Association for direct or indirect dissemination to persons not members of the Association except at the express direction of the Board of Directors.
ARTICLE XI. AMENDMENTS Section 1100 Procedure A. These Bylaws may be amended at any regular or special meeting of the Board at which a quorum is present by the majority vote of all of the elected Directors present, so long as 1. the call for the meeting was delivered to each member of the Association in hand, by mail, by electronic mail, print or electronic media, at least sixty (60) days prior to the date of the meeting, and 2. the call reasonably informed the members of the provision proposed to be adopted, and the reason for each amendment.