BY LAWS OF THE NATIONAL ASSOCIATION FOR KINESIOLOGY & PHYSICAL EDUCATION IN HIGHER EDUCATION
2004

As Amended June, 1981; January, 1988; April, 1989; January, 1991; January, 1994; January, 1998, March 2004

 Article Number  By Laws
Article I Office
Article II  Members
Article III  Meeting of Members
Article IV  Board of Directors
Article V Officers (and links to Officer Operating Codes)
Article VI  Committees (and links to Committee Operating Codes
Article VII  Contracts, Checks, Deposits, & Funds
Article VIII  Books and Records
 Article IX  Fiscal Year
Article X  Dues and Fees
Article XI  Seal
Article XII  Rules of Order
Article XIII  Compensation
Article XIV  Amendments

ARTICLE 1. OFFICE

The principal office of the National Association for Kinesiology & Physical Education in Higher Education corporation in the State of Washington shall be located in the City of Seattle, County of King. The corporation may have such other offices, either within or without the State of Washington, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

The corporation shall have and continuously maintain in the State of Washington a registered office, and a registered agent whose office is identical with such registered office, as required by the Washington Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Washington, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II. MEMBERS

Section I. Categories of Members. The corporation shall have five categories of members. The designation of such categories and the qualification and rights of the members of such categories shall be as follows:

1.1 Active Membership. College and university faculty members who have responsibilities within the province of physical education are eligible for active membership. "College" includes institutions of higher education which offer at least two years beyond the high school.

1.2 Associate Membership. Associate membership is open to individuals who no longer have responsibilities within the province of physical education or who have temporarily left college teaching for a period not to exceed three consecutive years. "College" includes any institutions of higher education which offers at least two years beyond the high school.

1.3 Emeritus Membership. Emeritus membership is open to active members when retiring from the institution with which they have been affiliated (according to the rules and regulations of that institution) and at the time of retirement have been active members of this corporation for the five consecutive years preceding retirement. They are eligible for one of three categories of emeritus membership (as defined below) and such membership shall be extended to them upon request and shall continue indefinitely, provided they fulfill the indicated conditions and that they pay the dues of emeritus members as set forth in Article X of these Bylaws. Emeritus members may move from one category to another whenever they desire by notifying the Executive Secretary/Treasurer.

1.3.1 Non-voting Emeritus Membership. These individuals receive a one-time "Non-voting Emeritus" Membership card, all conference announcements, and a 25% reduction in conference fees. However, they will not receive any publications, and will have no voting privileges.

1.3.2 Voting I Emeritus Membership. These individuals receive an annual "Voting I Emeritus" Membership card, all conference announcements, and a 25% reduction in conference fees. In addition, they will receive the newsletter and will have full voting privileges.

1.3.3 Voting II Emeritus Membership. These individuals receive an annual "Voting II Emeritus" Membership card, all conference announcements, and a 25% reduction in conference fees. In addition, they will receive both the newsletter and the journal and will have full voting privileges.

1.4 International Visitor Membership. International visitor membership is open to persons from foreign countries who are college or university faculty with responsibility within the province of physical education. This does not apply to citizens of Canada and Mexico who are eligible for other membership categories.

1.5 Graduate Student Membership. Graduate student membership is open to persons within the province of physical education who are full-time graduate students, as defined by their institutions of higher education.

Section 2. Admission to Membership. Persons eligible for active, associate, emeritus, or graduate student membership shall be deemed admitted to such membership upon payment of the first annual dues provided for by Article X of these Bylaws. International visitors shall be admitted to membership by the Membership Committee.

Section 3. Voting Rights. Members of each category of membership except international visitor and non-voting emeritus members shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4. Termination of Membership. The membership of any member from who dues are required shall automatically terminate upon failure to pay annual dues by the deadline fixed in Article X by these Bylaws.

Section 5. Resignation. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges therefore accrued and unpaid.

Upon receipt of the request for resignation, the member's name shall be removed from all membership records; all rights and privileges of membership shall cease as of that date.

Section 6. Reinstatement. Upon payment of dues pursuant to Article X of these Bylaws, the membership of any person eligible for membership whose membership has been terminated by resignation or for nonpayment of dues shall be automatically reinstated as of the date payment is received by the Executive Secretary/Treasurer of the corporation.

Section 7. Transfer of Membership. Membership in this corporation is not transferable or assignable.

Section 8. Membership Benefits. All members of the corporation are entitled to the following benefits:

8.1 Voting rights on all matters submitted to the membership (except for international visitor and non-voting emeritus members).

8.2 Receipt of all publications of the corporation except for emeritus members (depending on category of membership).

8.3 Preferential registration fees for conferences as determined by the Board of Directors.

8.4 Eligibility to attend and participate in conferences, special conferences, and workshops.

8.5 The opportunity to purchase a membership list or set of mailing labels at cost provided the purpose is wholly professional.

ARTICLE III. MEETING OF MEMBERS

Section 1. Annual Meeting. An annual meeting of the members shall be held for the transaction of such business as may come before the meeting. It shall be the duty of the Board of Directors to determine the exact day and time of the annual meeting.

Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or withoutside the State of Washington, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or is a special meeting be otherwise called, the place of the meeting shall be the registered office of the corporation in the State of Washington; but if all of the members shall meet at any time and place, either within or withoutside the State of Washington, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4. Notice of Meetings. Written notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail,(United States mail or electronic mail) to each member entitled to vote at such meeting, by or at the direction of the President, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed to be delivered when deposited in the United States mail addressed to the members at their addresses as they appear on the records of the corporation, with postage thereon paid. If notice is given by electronic mail, it will be deemed delivered when confirmed as sent by electronic mail acceptance. If faxed, a notice shall be deemed to be delivered when it has been confirmed by the Fax Machine records. A person may change his/her address by giving written notice to the NAKPEHE Executive Secretary.

Section 5. Quorum. A majority of the members with voting rights shall constitute a quorum at any meeting of members. Should a quorum not be present at any meeting of members, a majority of the members present may recess the meeting from time to time without further notice. A response by at least twenty percent (20%) of the members with voting rights shall constitute a quorum for the transaction of business by mail voting (including but not limited to the election of officers).

Section 6. Manner of Acting. A majority of the votes cast on a matter to be voted upon by members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by laws or by these Bylaws. On a matter to be voted upon by mail by the members (including but not limited to the election of officers), a plurality of the votes cast shall decide the vote, provided at least twenty percent (20%) of the members having voting rights cast a vote. This manner of acting by mail ballot shall be superseded by any law or by these Bylaws requiring a greater proportion for approval.

Section 7. Voting by Mail. The election of officers shall be conducted by mail by the Committee of Elections in such a manner as the Board of Directors shall determine. Furthermore, any action which may be taken at a meeting of members may be taken without a meeting by electronic means or by mail vote conducted in such manner as the Board of Directors shall determine, provided, however, that mail voting shall not be permitted upon proposals to amend the Articles of Incorporation, to merge or consolidate, to sell or otherwise dispose of all or substantially all the assets of the corporation or to dissolve the corporation.

Section 8. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Composition of the Board of Directors. The Board of Directors is comprised of the Past President, the President, the President-elect, and Chairs of all Standing Committees and Affiliates (CUAC, AIESEP, ICHPER-SD, SAWPASH, WCPES, WEPECW) who shall be voting members. Other members of the Board are the Executive Secretary, Presidential Appointments (Archivist, Necrologist, Oral History Project, and the Parliamentarian) plus the Liasions (AAKPE, AAHPERD, AAHPERD Research Consortium, and the National Coalition For Promoting Physical Activity) who shall serve in an ex-officio non-voting capacity. No two Board positions may be held by the same person at the same time.

1.1 Director of Publications. The Director of Publications shall be appointed for three years by the President with the approval of the Board of Directors. The Director of Publications shall be responsible for the oversight and management of corporation publications, including reviewing the quality of publications, consistency between the publications and the mission of the corporation, and periodically reviewing the editorial policies of the publications. The Director of Publications also maintains a Publications Committee comprised of the Editor of the journal, Editor of the newsletter, and three members appointed by the President for staggered three-year terms.

1.2 Executive Secretary/Treasurer. The Executive Secretary/Treasurer shall be appointed for three years by the President with the approval of the Board of Directors. The Executive Secretary/Treasurer shall be responsible for periodic mailings, membership records and recruitment, publicity, collection of dues and fees, preparation of the budget, and maintaining checking and bank accounts. More specifically, the Executive Secretary/Treasurer shall have charge and custody of, and be responsible for, all funds, and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other banking accounts as shall be selected in accordance with the provisions of Article VII of these Bylaws.

Section 2. General Powers. The affairs of the corporation shall be managed by its Board of Directors subject to instructions adopted by majority vote at any meeting of the members. Directors need not be residents of the State of Washington but they must be active members of the corporation. The Board of Directors shall appoint all standing committees.

Section 3. Appointments. The Board of Directors shall act on the recommended appointments of members of all committees at the Board meeting immediately preceding the annual meeting. In addition, the Board shall act on recommended appointments related to any advisors who will serve at the pleasure of the Board.

Section 4. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without notice, other than this Bylaw, immediately proceeding and at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place either within or withoutside the State of Washington for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or one-third of the Board of Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or withoutside the State of Washington, as the place for holding any special meeting of the Board called by them.

Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by mail, electronic mail,telephone or telegram. or by written notice delivered personally. or with at least five days notice if sent by mail to each Director at the address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by electronic mail, it will be deemed delivered when confirmed as sent by electronic mail acceptance. If faxed, a notice shall be deemed to be delivered when it has been confirmed by the Fax Machine records. A person may change his/her address by giving written notice to the NAKPEHE President.

Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if a quorum is not present at said meeting, a majority of the Directors present may recess the meeting from time to time without further notice.

Section 8. Manner of Acting. The act of a majority of the Directors present as a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 9. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Directors.

Section 10. Executive Committee. An Executive Committee comprising the Past President, President, President-elect, and Director of Publications shall convene for the purpose of making decisions regarding the management of the corporation between scheduled Board meetings. The Executive Committee shall conduct business either through meeting or through conference telephone calls should they find it necessary. The Executive Committee shall not make policy decisions. The Executive Committee shall inform the Board of Directors of any business conducted and decisions made.

ARTICLE V. OFFICERS (and links to Officer Operating Codes)

Section 1. Officers. The officers of the corporation shall be a President, a President-elect, a Past President, Secretary, Vice President, Vice President-elect, and Director of Publications. No two offices may be held by the same person at the same time. No persons may succeed themselves in the same elected office. Only active members are eligible to serve as officers of the corporation. The officers of the corporation must reflect equal representation of men and women.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually except for the secretary who shall be elected biennially by the members of the corporation by electronic or mail vote. The slate of nominees for each elected office shall be alternated between men and women. Elections shall be conducted in the following manner: The Committee on Elections shall canvas the membership and the Board of Directors for nomination suggestions and shall then prepare a slate of nominees for the election of officers. The slate shall contain at least two candidates for each office. The Elections Committee Chairperson shall electronically mail or traditionally mail or cause to be mailed to each member a ballot containing the slate of candidates together with instructions for voting. The ballots shall be returnable by mail within the period specified by the elections Chairperson, which shall be not less than 30 days after the ballots are sent mailed to the members. In the event of an electronic ballot, each ballot is to be transmitted electronically in a format that guarantees the anonymity of the voter. If mailed, each ballot is to be sealed individually in an unsigned and unmarked envelope. The Elections Committee Chairperson shall count the votes, certify the election results to the Board of Directors, and report the election results to the members. Officers shall hold office until their successors have been duly elected and until their terms of office shall have begun as herein provided.

Section 3. Removal. Any officer may be removed by the members at a meeting of members whenever in their judgment the best interest of the corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term except that a vacancy in the office of President shall be filled by the President-elect.

Section 5. President. The President shall be the principal executive officer of the corporation and shall in general supervise all of the business and affairs of the corporation. The President shall preside at all meetings of the members and the Board of Directors. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in case where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall appoint a parliamentarian with the approval of the Board of Directors. Also the President shall be ex-officio of all standing committees. When a new President assumes office, the retiring President shall become the immediate Past President and as such shall serve as a voting member of the Board of Directors for a period of one year. During that year the immediate Past President shall also perform the duties of the President in the absence of the President or in the event of the President's inability or refusal to act.

Section 6. President Elect. The President Elect shall serve as a member of the Executive Committee and attend all meetings of the EC. The President Elect shall submit his/her list of committee appointments to the Board of Directors for their approval prior to the annual conference. In the event the Past President and President cannot execute the duties of their office, the President Elect shall assume the respective responsibilities.

Section 67. Vice President. The Vice President shall be responsible for the planning and conduct of association conferences and meetings. The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 78. Secretary. The Secretary shall keep, or cause to keep, the minutes of the meeting of the members and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws as required by law; be custodian of the corporation records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; attend to the correspondence of the corporation, as directed by the President; keep records of non-business meetings of the corporation, the reports of the committees; and in general perform all duties incident to the office of Secretary, and such others as from time to time may be assigned by the President or by the Board of Directors.

ARTICLE VI. COMMITTEES (and links to Committee Operating Codes)

Section 1. Standing Committees. The standing committees of the corporation shall be Awards, Bylaws, Elections and Nominations, Foundations, Future Directions, Membership, Public Affairs, Publications, Social Justice/Cultural Diversity, and Technology. The chairpersons and members of all standing committees shall be appointed by the President, acting with the approval of the Board of Directors. The members of all standing committees must be members of this corporation. The chairpersons of standing committees, as well as the members of each standing committee, must reflect balanced representation of men and women.

Section 2. Special Committees. The President, acting with the approval of the Board of Directors, may authorize special committees, appoint the chairpersons and other members, and have the power to dissolve the committees. In any event, all special committees shall dissolve upon the expiration of the term of office of the President during whose term the committees were authorized. No dissolution of a special committee shall preclude subsequent creation of a special committee having the same or a similar area of responsibilities. Each committee member must be a member of this corporation. The chairperson and members of special committees must reflect balanced representation of men and women.

Section 3. Removal. Any member of a standing or special committee may be removed by the President acting with the approval of the Board of Directors whenever the best interests of the corporation shall be served by such removal.

Section 4. Operating Code. Each standing committee shall adopt an operating code for its own governance consistent with these Bylaws or with rules adopted by the Board of Directors. Each operating code shall include the name of the committee, its purpose, its plan of organization, its plan of work, its procedures for submitting reports, and its provisions for financial support. A special committee may adopt an operating code at its option.

Section 5. A regular annual meeting of standing committees, including the outgoing and incoming committee members shall be held without notice, other than this bylaw, at some time during the annual meeting.

ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

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

Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the executive Secretary/Treasurer or by the President of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

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

ARTICLE VIII. MEMBERSHIP CARDS

The Board of Directors shall cause a membership card to be issued annually to each member of the corporation. The membership cards shall be signed by the Executive Secretary/Treasurer of this corporation. The name and address of each member and the date of issuance of the membership cards shall be entered on the records of the corporation.

ARTICLE IXVIII. BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or their agents or attorneys, for any proper purpose at any reasonable time.

ARTICLE XIX. FISCAL YEAR

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

ARTICLE XIX. DUES AND FEES

Section 1. Annual Dues. Annual dues for active members, associate members, and graduate student members shall be determined as recommended by the Board of Directors and approved by the members.

1.1 Emeritus Membership. These individuals, upon becoming an Emeritus Member (regardless of category), shall pay a sum equal to 20% of one year's active membership dues and thereafter shall be exempt from payment of annual dues and of special fees (see Article X, Section 3, below), except as outlined below.

1.1.1 Non-voting Emeritus Membership. Once becoming an Emeritus Member (see Article X, Section 1.1, above), these individuals shall pay no further dues or fees.

1.1.2 Voting I Emeritus Membership. Once becoming an Emeritus Member (see Article X, Section 1.1, above), these individuals shall pay annual dues equal to the cost of both the newsletter (including postage and handling).

1.1.3 Voting II Emeritus Membership. Once becoming an Emeritus Member (see Article X, Section 1.1, above), these individuals shall pay annual dues equal to the cost of both the newsletter and the journal (including postage and handling).

1.2 International Visitor Membership. These individuals shall be exempt from payment of annual dues.

Section 2. Payment of Dues. Annual dues shall be payable prior to January 1 to the Executive Secretary/Treasurer of the corporation. Membership benefits will begin upon receipt of payment.

Section 3. Special Fees. The Board of Directors may levy a special fee on participants in a conference or workshop meeting to defray part or all of the expenses thereof. The amount of such fees shall be determined by the Board of Directors. Emeritus members are exempt from special fees.

ARTICLE XII.XI SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and words "Corporate Seal--National Association for Kinesiology & Physical Education in Higher Education."

ARTICLE XIIIXII. RULES OF ORDER

The rules contained in the most recent edition of Robert's Rules of Order, Revised, shall govern all meetings of members and directors and committees of this corporation where those rules are not inconsistent with the Articles of Incorporation, these Bylaws or special rules of order of the corporation.

ARTICLE XIVXIII. COMPENSATION

Officers and directors of this corporation and members of its committees shall serve without compensation. Traveling and maintenance expenses, which they incur solely on account of this corporation, may be partially or wholly reimbursed at the discretion of the Board of Directors; also the Board of Directors may in its discretion pay honoraries to speakers at its meetings.

ARTICLE XIV AFFILIATED ASSOCIATIONS

Section 1. Affiliation Policy. To further the scientific and educational purposes of the corporation, it is the policy of this corporation to promote and to affiliate with associations organized or to be organized throughout the United States and the world.

Section 2. Affiliation Procedure. The corporation shall affiliate with other associations if such affiliation be approved by a majority affirmative vote at a meeting of members or by mail ballot and, if such associations enter into an affiliation agreement with this corporation in form and substance satisfactory to the Board of Directors of this corporation.

Section 3. Affiliation Agreements. The purpose of the affiliation agreements shall be to ensure that the affiliated association is and continues to be organized and operated exclusively for purposes which are congruent to the purposes of this corporation; to provide for regular reports concerning the activities and expenditures of the associations sufficiently detailed to permit a determination that the associations are being so organized and operated; and to promote the cooperation and mutual benefit of this corporation and the affiliated associations in order to further their common ends. It is the policy of this corporation that affiliated associations be permitted complete autonomy to the extent consistent with the foregoing requirements. In prescribing the form and substance of affiliation agreements, the Board of Directors shall adhere to the policy expressed in this section.

Section 4. Disaffiliation. The Board of Directors shall regularly review the reports and information received in respect to affiliated associations and, if the Board of Directors determines that an affiliated association is failing to comply with the terms of its affiliation agreement, the Board of Directors shall immediately so notify the officers of that association. If, within a reasonable time after such notice the Board of Directors deems that the association has not satisfactorily rectified the situation, then the Board of Directors shall recommend to the members disaffiliation with that association. Such recommendation shall be included in the next notice of a meeting of the members which is sent to the members of the corporation. Regardless of whether such recommendation is made and such notice is given by the Board of Directors, the members of the corporation may disaffiliate with any association by affirmative vote of two-thirds of the members with voting rights at the meeting or by mail.

ARTICLE XVI.XIV AMENDMENTS

Section 1. Articles of Incorporation.

The Articles of Incorporation may be altered or amended and new articles may be adopted in the following manner: The Board of Directors shall adopt a resolution setting forth the meeting of members, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given in the same manner as notice of meetings not less than 30 nor more than 50 days before the date or the meeting. The proposed amendment shall be adopted upon receiving at least two-thirds (2/3) of votes which members present at such meeting in person or by proxy are entitled to cast.

Section 2. Bylaws.

1.1 These Bylaws may be amended at any annual meeting by two-thirds of the votes cast by members with voting rights present or represented by proxy.

1.2 Amendments may be proposed by any member with voting rights in the corporation.

1.3 Proposed amendments must be submitted in writing, with supporting arguments, to the chair of the Bylaws Committee no later than ninety days before the opening of the annual meeting.

1.4 The Bylaws Committee shall review all proposed amendments and coordinate similar proposals but make no substantive changes in a proposal without the consent of the originator. The committee shall mail or cause to be mailed to every member the coordinated proposals no later than thirty days before the opening of the annual meeting. If mailed, the notice proposed amendments shall be deemed to be delivered when deposited in the United States mail addressed to the members at their addresses as they appear on the records of the corporation, with postage thereon paid. If notice is given by electronic mail, it will be deemed delivered when confirmed as sent by electronic mail acceptance. If faxed, a notice shall be deemed to be delivered when it has been confirmed by the Fax Machine records.