Article I – Organization
Section 1 Name – The name of this Corporation shall be International Society of Appraisers and shall hereby be referred to as ISA or the Society.
Section 2 Offices – The Society shall maintain a registered office in the state of Illinois; this office is currently located at the firm of Gaido & Fintzen, Attorneys at Law located at 30 North LaSalle, Chicago, Illinois 60602. The Society may have other offices within or without the State of Illinois. The business office of the Society, also known as the ISA Administrative Office, is currently at 233 S. Wacker Drive, Suite 4400, Chicago, Illinois 60606-3396.
Section 3 Incorporation – This Society is organized as a State of Illinois non-profit organization incorporated July 1, 1993.
Section 4 Exempt Status – The Society is organized and shall be operated exclusively as an exempt organization under the provisions of Section 501(c) (6) of the Internal Revenue Code, as recognized on August 28th, 1995.
Article II – Members
Section 1 Classes of Membership – The Society shall have six classes of members plus an entry “Candidate” level. The designation of such classes, the qualifications of the members of such classes and the voting rights of the members of such classes shall be as follows:
Section 1.1 Member – shall include an individual who has successfully completed the ISA Core Course in Appraisal Studies, and has accumulated three or more years of satisfactory market related experience in their chosen specialty field and writes to ISA Report Writing Standards and Uniform Standards of Professional Practice (USPAP). A Member may identify themselves as a “Member of the International Society of Appraisers” and may use the “ISA” designation with or without the ISA logo. Members may vote.
Section 1.2 Accredited Member – shall include an individual who has satisfied all the “Member” level requirements and has demonstrated essential knowledge in their chosen specialty field(s) by pathways defined by the ISA Credentialing Policy. The ISA Accredited Member may use the “ISA AM” designation with or without the ISA logo. Accredited Members may vote.
Section 1.3 Certified Member – shall be an ISA Accredited member who has completed a designated comprehensive program of professional study and testing in the Certified Appraiser of Personal Property (CAPP) program. The Certified Member may use the “ISA CAPP” designation with or without the ISA logo. Certified Members may vote.
Section 1.4 Life Member - shall include an individual who has served ISA and the profession of Personal Property Appraisers as a whole, has met the Award requirements and has been approved by the ISA Board of Directors, hereinafter referred to as Board. Life Members may vote.
Section 1.5 ISA Candidate – shall include an individual who has submitted for consideration references with acceptable credentials. The Candidate represents an entry-level category and it is notconsidered a membership category in the Society. Candidates may not vote.
Section 1.6 Retired Member – shall include an individual who has attained the Certified Member, ISA Accredited Member, or Member designation, who is in good standing, is retired and no longer professionally appraises. A Retired Member may not perform appraisal services nor represent themselves as an appraiser. Retired Members in good standing may serve on committees. Retired Members may not vote.
Section 1.7 Student Affiliate – shall include an individual currently enrolled and in good standing in an accredited college, junior college, community college, university or graduate program (“School”) acceptable to ISA, with an interest in a career as a personal property appraiser. A Student Affiliate may not perform appraisal services or represent themselves as an appraiser. A Student Affiliate may identify themselves as a “Student Affiliate of the International Society of Appraisers” on a resume/CV but may not use any ISA designations or ISA logos. A Student Affiliate is not eligible to serve on committees and may not vote. Student Affiliate status is limited to four (4) total years (successive or non-successive). A Student Affiliate is deemed to have voluntarily resigned their ISA membership immediately upon being expelled from, or otherwise falling out of good standing with, their School.
Section 2 Election of Members – Any person eligible for membership under these bylaws may apply for membership by written application on such forms as may be prescribed by the ISA.
Section 2.1 Application and Membership Fees – The Board shall set fees for application and membership at each level of membership.
Section 2.2 Penalty Fees – The Board may establish a penalty policy for late payment of membership dues.
Section 3 Voting Rights – Certified, ISA Accredited Members, Life Members and Members of ISA will be entitled to one vote on each matter submitted to a vote of the membership. Candidate, Retired Members and Student Affiliates will not have a vote. Proxy votes will not be allowed.
Section 4 Termination of Membership
Section 4.1 Nonpayment of Dues – The ISA Administrative Office may automatically terminate a member for nonpayment of membership dues (member not in good standing). A member shall be determined to be “not in good standing” for nonpayment of dues if dues are not paid by the member’s renewal date.
Section 4.2 Violation of Code of Ethics – The Ethics Committee, by an affirmative vote of a majority of the committee members, may recommend to the Board suspension or expulsion of a member after an appropriate investigation process according to the ISA Ethics Disciplinary Procedures for a violation(s) of the ISA Code of Ethics.
Section 4.3 Other Misconduct – Except for matters arising under Sections 4.1 and 4.2, the Board may suspend or expel a member, or issue a published or unpublished letter of censure, for cause if it determines, pursuant to procedures adopted by the Board, that doing so is in the best interest of the Society.
Section 5 Resignation – Any member of ISA may resign by filing a written resignation with the ISA Administrative Office. The resignation does not relieve the resigning member of the obligation to pay any dues, assessments or other charges accrued and unpaid by said member.
Section 6 Reinstatement – Upon receiving a written request signed by a former member and filed with the ISA Administrative Office, the Board may, by an affirmative vote of 2/3 of the members of the Board, reinstate such former member to membership upon such terms as the Board may deem appropriate. In cases where the former member lapsed solely on the basis of nonpayment of dues within the previous twenty-four (24) months, the Executive Director has the authority to approve the request for reinstatement without further Board action.
Section 7 Transfer of Membership – Membership in this Society is not transferable or assignable.
Section 8 Membership Certificates – Membership certificates or cards may be issued to members but are not required by these bylaws.
Section 9 Use of ISA Name, Marks and Logos – Only ISA members may display or use ISA’s name, marks and logos and only in accordance with their membership level and in the manner stated in the ISA Policy on Use of ISA Name, Marks and Logos.
Article III – Meetings of Members
Section 1 Annual Meetings – The Annual Meeting of Members may be held during and at the same location as the Annual Conference of ISA or may be held virtually and at a different time, at the discretion of the Board.
Section 2 Special Meetings – Special meetings of the members may be called by the President, the Board, or not less than one-tenth (1/10) of the members having voting rights.
Section 3 Notice of Meetings – Written notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five (5) nor more than sixty (60) days before the date of such meeting, or, in the case of a removal of one (1) or more Board members, a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose(s) for which the meeting is called shall be stated in the notice. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Revised to reflect 805 ILCS 107.15
Any mailed or electronically delivered notice will consist of, but not limited to, individual and broadcast emails, via the Society website, fax, etc. and indicate that communications sent electronically are deemed “delivered” at the time and date distributed from headquarters or other authorized originator. Notices of a meeting shall be deemed delivered as addressed to the member at their address as it appears on the records of the Society, with the postage thereon prepaid.
Section 4 Record Date – For the purpose of determining the members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the Board may fix in advance a date as the record date for any such determination of members, such date in any case to be no more than sixty (60) days and, for a meeting of members, not less than five (5) days, or in the case of a merger, consolidation, or dissolution or a sale, lease, or exchange of assets, not less than twenty (20) days before the date of such meeting. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. When determination of members entitled to vote at any meeting of members has been made, such determination shall apply to any adjournment of the meeting.
Section 5 Quorum and Manner of Acting – The members holding one-twentieth (1/20) of the eligible votes of the society membership shall constitute a quorum at such meeting, provided that if less than one-twentieth (1/20) of the members are present at the meeting, a majority of the members present may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of a majority of the members at the meeting shall be the act of the members, unless the vote of a greater number is required by the Illinois General Not-for-Profit Corporation Act, the Articles of Incorporation, or these Bylaws. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting. If members leave the meeting so that there is no longer a quorum, a member may raise a Point of Order to inform the presiding officer that a quorum is no longer present. The presiding officer will then adjourn the meeting.
Article IV – Board of Directors (Board)
Section 1 General Powers – The affairs of the Society shall be managed by its Board.
Section 2 Number, Tenure and Qualifications – The number of directors shall be nine. The number of directors may be increased to any number or decreased to not fewer than three (3) from time to time by amendment of this section of the bylaws. Each director shall serve a term of three (3) years. No board member who has served two consecutive three-year terms is eligible for election to a third term until three (3) years have elapsed between elections. Each director shall hold office until their successor shall have been duly elected and shall have qualified or until their death or until their resignation. Candidates for director must have been members of ISA for at least three (3) years and must currently be an Accredited or Certified member in good standing. The directors need not be residents of the State of Illinois. A member of the Board of Directors’ Executive Committee may request that another Board member recuse themselves during Board conversation and/or vote should he or she feel that a conflict of interest exists, whether actual or perceived.
Section 3 Nominations – Candidates will be presented to the membership by a Nominating Committee or by submitting a petition signed by 5% of the members qualified to vote. Dates, regulations and responsibilities for the nominating committee shall be established by the Board.
Section 4 Election – The Society shall hold elections for positions on the Board of Directors on an annual basis. Elections shall be held in accordance with procedures approved by the Board and open only to members of the Society in good standing
Section 5 Absence – Any Director who is absent for two (2) consecutive regular meetings of the Board during a single fiscal year shall be deemed to have voluntarily resigned as a Director. The vacancy shall be filled as provided in these Bylaws. However, the Board will consider each absence as a separate circumstance and may waive such an absence by an affirmative vote of a majority of the Board.
Section 6 Removal of Directors – Directors elected by the members can only be removed by the members per 805 ILCS 105/108.35(c). Directors elected or appointed by the Board may be removed by the Board. 805 ILCS 105/108.35(b)
Section 7 Annual Meeting – An annual meeting of the Board shall be held without other notice than these bylaws.
Section 8 Other Regular Meetings – The Board may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 9 Special Meetings – Special meetings of the Board maybe called by or at the request of the President or any two directors. The person or persons authorized to call Special Meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
Section 9.1 Notices – Notice of any Special Meeting of the Board shall be given at least ten (10) days previous thereto by written or electronic notice to each director at the address shown for such director on the records of the Corporation.
Section 10 Quorum – At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. If less than a majority of directors is present at any meeting the meeting shall be adjourned to another time and notice of the future meeting date and time shall be sent to all directors.
Section 11 Manner of Action – The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by statute of the Articles of Incorporation or these bylaws. No director may act by proxy on any matter.
Section 12 Action Without Meeting – An action required to be taken by the Board, may be taken without a meeting if a dated consent in writing setting forth the action to be taken is signed by all directors entitled to vote with respect to the subject matter thereof. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and provides a written record of approval. All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date.
Section 13 Attendance by Telephone or Similar Means – Directors may participate in any meeting through the use of a conference telephone call or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence at the meeting.
Section 14 Vacancies – Any vacancy occurring on the Board shall be filled by a qualified member as chosen by the President and approved by a majority vote of the Board. A director appointed to fill a vacancy shall serve for the unexpired term of their predecessor. A director who is elected to complete an unexpired term, who serves one-half or more of the unexpired term, shall be considered to have served a full term.
Section 14.1 Time and Manner – Any Directorship to be filled by reason of an increase in the number of directors shall be filled at the time and in the manner of the next regularly scheduled election of directors.
Section 15 Compensation – Directors shall not receive any compensation for their services as directors except for those compensatory allowances approved by a majority vote of the Board. A director may serve ISA in any capacity which is not within the realm of their normal volunteer duties as a director, for reasonable compensation and as authorized by the Board.
Section 16 Joint Board Membership – A member of the ISA Board may not simultaneously serve on the board of another personal property appraisal organization or on the board of a chapter of another personal property appraisal organization.
Section 17 Confidentiality – Members of the Board and the Executive Director shall comply with the Board Policies on Confidentiality and Conflict of Interest.
Article V – Officers and Executive Committee
Section 1 Enumeration – The officers of ISA shall be president, vice president, secretary and treasurer. The Board may also elect additional officers as it shall deem appropriate.
Section 2 Term of Office – The officers of ISA shall be elected each year by the directors at a prescribed meeting of the Board and shall hold office until their successors are elected and qualified or until their term on the Board ends as a result of their death, resignation or removal.
Section 3 President – The president shall be the principal officer of ISA. Subject to the direction and control of the Board, the president shall have general supervision, direction and control of the business and affairs of ISA and shall perform all duties incident to the office.
Section 3.1 Appointment Powers – The president may appoint a special committee or ad hoc committee. The special committee performs a specific task and is dissolved when the task is completed and the final report is given. Special committees do not do anything that is within the function of a standing committee. A special committee investigates a question and offers options to answer the question. Expenditure of ISA funds by a special committee must receive prior approval of the Board.
Section 3.2 Term of Office – The president’s term of office shall be two years. A director must have served one full year on the Board before assuming the office of president. A director shall not serve as president for more than two (2) years during their six (6) years as a director.
Section 4 Vice President – The vice president shall perform all duties incident to the office and have such other powers as shall be assigned by the president of the Board. Further, in the absence of the president or in the event of their inability or refusal to act, the vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.
Section 5 Secretary – The secretary shall perform all duties incident to the office and have such other powers as from time to time be assigned by the president of the Board. With the approval of the Board, the secretary may delegate specific duties to other persons for the effective conduct of the affairs of ISA.
Section 6 Treasurer – The treasurer shall perform all duties incident to the office to include, but not limited to, the charge and custody of all funds and securities of ISA; the supervision of the receipt and disbursement thereof, an annual or biannual audit or account review; and such other duties as may be assigned by the president of the Board. With the approval of the Board, the treasurer may delegate specific duties to other persons for the effective conduct of the affairs of ISA.
Section 7 Executive Committee – The Executive Committee shall consist of the officers elected by the Board.
Section 8 Executive Director – The Board may appoint an Executive Director for ISA who will attend all meetings of the Board in a non-voting capacity, and not be considered an officer of ISA. If appointed, the Executive Director shall manage and administer the business affairs of ISA under the direction of the Board and in compliance with the policies, budgets, procedures and direction set by the Board.
Section 9 Removal of Officers - Any officer may be removed from an office by majority vote of the full Board whenever, in its judgment, the best interests of the Society would be served thereby.
Section 10 Vacancies of Officers – Vacancies may be filled, or new offices created and filled at any meeting of the Board. An officer elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of their predecessor. An officer elected to a newly created office shall be elected to a term ending at the next Annual Meeting of the Society upon the election and qualification of their successor.
Section 11 Compensation – Unless otherwise approved and authorized by the Board, Officers shall not be compensated for their services as officers.
Article VI – Chapters
Section 1 Purpose – ISA chapters shall be formed pursuant to the policies and procedures approved by the Board. The purpose of Chapters is to provide an opportunity for like-minded professionals to meet in order to share information on a frequent basis for their betterment and of the profession. Chapters should keep members informed, interested and active in the affairs of ISA, and to promote regional interests in ISA and its educational programs.
Section 2 Definition – A chapter of the Society consists of a group of members of the Society that is chartered by the Society as having territorial jurisdiction over a geographic area as stated by the chapter founders. In the event that more than 25 dues paying current ISA members reside within a 100 mile radius, more than one chapter may be formed by equitably dividing the aforementioned geographical area.
Section 3 Formation – The Board of the Society may approve the establishment of a chapter as defined in the International Society of Appraisers (ISA) Chapters Manual and pursuant to the policies and procedures approved by the Board.
Section 4 Chapters – All chapter charters approved by the Society shall continue in force and effect until revoked, or until notification is received from the chapter of its dissolution.
Section 5 Structure – The structure of each chapter shall be determined by each individual chapter but guided by the model portrayed in the ISA Chapters Manual. Standardized rules for all chapters (as established through ISA’s Administrative Office) shall be detailed in the ISA Chapters Manual. It is imperative that each chapter adopt bylaws to govern chapter operations. Bylaws established by the chapter will reflect the character and desires of each chapter. Following are mandates from the Society regarding chapter bylaws and their content:
- Chapter bylaws must comply with ISA bylaws. Where conflicts occur, ISA bylaws supersede those of chapters.
- Chapters are required to be incorporated as their own entity.
- Chapter presidents must be Accredited or Certified Members of the ISA.
- Chapter members must also be members of the ISA.
- Chapters shall notify ISA within 10 business days upon change of officers.
- Chapters must meet a minimum of 4 times per year.
- Chapters may have no fewer than five (5) members.
While ISA does not require standardization of chapter bylaws, bylaws must reflect the above mandates and must be consistent with ISA bylaws, the ISA Chapter Affiliation Agreement, and the ISA Code of Ethics and Professional Conduct.
Article VII – Committees
Section 1 Creation of Committees – The Board may designate one or more committees for purposes as needed. The president shall be an ex-officio member of all committees except the Nominating Committee. The president, with the consent by voice vote of the Board of Directors, shall appoint the chair of each committee.
Section 2 Standing Committees – The Standing Committees of the Board are responsible for advising the Board on concerns relating to their area of specialty or focus as outlined in the ISA Committee Manual. Said standing committees may include, but not be limited to, the following:
Section 2.1 Annual Conference – The responsibility of the committee is to develop a speaker program and the conference tours in conjunction with the Annual ISA Conference on Personal Property Appraising.
Section 2.2 Awards – The mission of the committee is to acknowledge members’ contributions, in differing categories of endeavor, which enhance the ISA’s image and appraisal profession.
Section 2.3 Bylaws and Governance – Mission and responsibility of the committee is to accurately maintain, monitor compliance, make recommendations and serve as a source to interpret the Society’s governing documents, as well as, offer amendments based on actions taken by the Board. It is also responsible for an annual review of bylaws, development and review of all policies and procedures for the Society.
Section 2.4 Instructor – The mission of the committee is to develop and enhance the quality, quantity, and delivery methods of appraisal education for the purpose of advancing excellence for ISA members. The Director of Education shall serve as chair of the committee.
Section 2.5 Designation and Review – The mission of the committee is to review the qualifications of members applying for certification and requalification under the Society’s credentialing programs, which are dedicated to enhancing the professionalism of personal property appraisers.
Section 2.6- Divisional Committees –The mission of Divisional Committees, under the direction of the Education Director, is to develop course-related activities and annually review course material. The committees assist in the development of curriculum for in-person learning activities that include but not limited to Antiques, Furnishings + Decorative Arts, Fine Art, Gems & Jewelry, Specialty Studies, Private Client Services, Distance Education, Webinars, and other electronic forms of education.
Section 2.7 Ethics – The responsibility of the committee is to oversee the development of procedures for processing ethics complaints, oversee the implementation of such procedures, and periodically review the Code of Ethics.
Section 2.8 Finance and Audit Committee – The responsibility of the committee is to offer financial policy and coordinate approved auditing procedures. The committee reviews ISA financial statements on a quarterly basis. The committee should include board and non-board members to promote organizational transparency.
Section 2.9 Marketing and Promotions – The mission of the committee is to promote and market ISA through advertising, public relations and communications efforts.
Section 2.10 Membership – The committee is responsible for oversight of ISA’s recruitment and retention efforts. The committee reviews and makes recommendations on a regular basis for membership and/or member classification actions; participates in the development of activities aimed at lapsed members, as well as new member relations; and oversees the annual membership survey.
Section 2.11 Nominating – The mission of the committee is to review qualifications, and nominate qualified candidates to serve on the Board of Directors.
Section 2.12 Strategic Partnerships –The committee is responsible for the oversight of all sponsorship and fundraising related activities of the Society, as well as the creation and development of non-dues revenue opportunities.
Section 2.13 Special Committee – The mission of a special committee is to concentrate work on a single defined topic or issue of ISA. It is assigned by the president and may or may not have a time limitation.
Article VIII – Amendment of Bylaws
Section 1 Amendments – The power to alter, amend, or repeal the bylaws shall be vested in the Board of Directors. Such action may be taken at a regular meeting or special meeting for which written notice stating the purpose of the meeting has been given to the Executive Director and Board Members. The bylaws may not contain any provisions for the regulation and management of the affairs of the Society inconsistent with the law or the Articles of Incorporation.
Article IX – Parliamentary Authority
Section 1 Authority – The rules contained in the current edition of Robert’s Rules of Order shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.
Article X – Indemnification
Section 1 Indemnification in Actions Other than by or in the Right of ISA – ISA shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of ISA) by reason of the fact that they is or was a director, officer, employee or agent of ISA, or is or was serving at the request of ISA as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, proceeding, if such person acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of ISA, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interest of ISA, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that their conduct was unlawful.
Section 2 Indemnification in Actions by or in the Right of ISA – ISA shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of ISA to procure a judgment in its favor by reason of the fact that such a person is or was a director, officer, employee or agent of ISA or is or was serving at the request of ISA as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expense (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of ISA, provided that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of their duty to ISA, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstance of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 3 Payment of Expenses – To the extent that a director, officer, employee or agent of ISA has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 4 Determination of Conduct – Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by ISA only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because they have met the applicable standard of conduct set forth in Sections 1 or 2. Such determinations shall be made either (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings; or (ii) pursuant to a written opinion by ISA legal counsel.
Section 5 Payment of Expenses in Advance – Expenses (including attorney’s fees) incurred by an officer, director, employee, or agent in defending a civil or criminal action, suit or proceeding, may be paid by ISA in advance of the final disposition of such action, or proceeding suit as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by ISA as authorized in this Article.
Section 6 Indemnification Not Exclusive – The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 7 Insurance – ISA shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of ISA, or who is or was serving at the request of ISA as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of their status as such, whether or not ISA would have the power to indemnify such person against such liability under the provision of this Article.
Section 8 Report – If ISA has paid indemnity or has advanced expenses under this Article to a director, officer, employee or agent, ISA shall report the indemnification in advance in writing to the Members with or before the notice of the next meeting of the Members.
Revised and Adopted November 5, 2021