AMENDED AND RESTATED BYLAWS OF ASSOCIATION OF AMERICAN INTERNATIONAL COLLEGES AND UNIVERSITIES, INC.
A Massachusetts Nonprofit Corporation
Adopted April 25, 2015
Section 1.1 Name.
Section 1.2 Statement of Purposes.
Section 1.3 Offices.
Section 1.4 Fiscal Year.
Section 1.5 Governing Law.
Section 2.1 Classes and Admission
Section 2.2 Membership Fees and Dues
Section 2.4 Meetings of the Members.
Section 2.5 Notice.
Section 2.6 Waiver of Notice.
Section 2.7 Quorum and Action of Members.
Section 2.8 Consents
Section 2.9 Meeting Attendance.
Section 2.10 Termination.
Section 2.11 Transfer of Membership
Section 2.12 Liability of Members.
BOARD OF DIRECTORS
Section 3.1 Authority.
Section 3.2 Composition of the Board
Section 3.3 Removal of Directors
Section 3.4 Meetings.
Section 3.5 Quorum; Acts of the Board.
Section 3.6 Voting.
Section 3.7 Notices.
Section 3.8 Waiver of Notice.
Section 3.9 Consents.
Section 3.10 Compensation.
Section 4.1 Enumeration.
Section 4.2 Term of Office.
Section 4.3 Election.
Section 4.4 Vacancies
Section 4.5 Resignation and Removal of Officers.
Section 4.6 President.
Section 4.7 Vice President.
Section 4.8 Clerk.
Section 4.9 Treasurer.
Section 4.10 Other Officers
Section 5.1 Committees
Section 5.2 Limitation on Power of Committees.
Section 5.3 Executive Committee.
LIMITATION OF PERSONAL LIABILITY OF DIRECTORS
Section 6.1 Limitation of Directors’ Personal Liability.
Section 6.2 Preservation of Rights
Section 7.1 Certain Definitions
Section 7.2 Indemnification of Officers, Directors
Section 7.3 Advancement of Expenses.
Section 7.4 Determination of Indemnification
Section 7.5 Insurance.
Section 7.6 Not an Exclusive Remedy
Section 7.7 Indemnification of Other Persons.
Section 7.8 Savings Clause.
RESTRICTIONS REGARDING THE OPERATIONS OF THE CORPORATION; ADMINISTRATION OF FUNDS
Section 8.1 No Private or Political Beneficiaries.
Section 8.2 No Violation of Purposes
Section 8.3 Tax Records.
Section 8.4 Books and Records
Section 8.5 Conflict of Interest Policy.
Section 9.1 Authority
Section 9.2 Notice.