Bylaws of the Muslim Women's Organization
Article I – Offices
Section 1. Principal Office
The principal office of the Muslim Women’s Organization, Inc., hereinafter referred to as the "MWO," shall be located within Orange County, Florida, at such a place as the Board of Directors shall from time to time designate. MWO shall continuously maintain within Orange County, Florida a P.O. Box at such a place as may be designated by the Board of Directors.
Section 2. Change of Address
The designation of the county of the organization’s principal office may be changed by amendment to these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such change of address shall not be deemed, nor require, an amendment to these by laws:
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Article II – Membership
Section 1. Membership
The membership of the corporation shall consist of those individuals who are members in good standing, heretofore referred to as “members”, of the Muslim Women’s Organization. There shall be annual membership dues payable by any member.
Section 2. Voting Rights.
Each member shall be entitled to one (1) vote as a member of MWO. The term "majority" is used in these By-Laws in reference to voting by members and Board of Directors as being more than fifty percent (50%).
Article III – Purpose
Section 1. IRS Section 501(c)(3) Purposes
Said corporation is organized exclusively for charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 2. Specific Objectives and Purposes
The MWO, a corporation, not-for-profit, formed under the laws of the State of Florida has been organized for the purposes of providing charitable and educational opportunities for women in Central Florida. Its mission is to give Muslim women the opportunity to enrich their lives through Community Service, Outreach and Personal Development. By empowering women today, we invest in a better tomorrow, for all. As stated in the Articles and MWO shall have all of the powers provided in these By-Laws, the Articles, and any other statute or law of the State of Florida, or any other power incident to any of the above powers.
The specific objectives and purposes of this organization shall be to solicit, collect and otherwise raise money for charitable purposes: to expand, contribute, disburse, and otherwise handle and dispose of the same for such purposes relating to the aims and goals of the Muslim Women’s Organization. Included are contributions to other entities or to institutions organized for the same or similar purposes; to assist in harmonizing and making more efficient the work of charitable organizations in the local community; all of which shall be within the meaning of section 501(c)(3) of the Internal Revenue Code.
Section 3. Conflicts of Interest
The corporation shall not enter into any transaction or arrangement that might benefit the private interest of any officer or director of this corporation, violates the conflicts of interest policies of Muslim Women’s Organization, or that violates any other applicable state and federal laws governing conflict of interest application to nonprofit and charitable organizations. The board of directors shall adopt policies and procedures as appropriate and necessary to ensure the corporation operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status
Article IV – Meetings
Section 1. Place of Meeting
Meetings of the Board of Directors, regular or special, may be held at such place within Central Florida and upon such notice as may be prescribed by resolution of the Board of Directors. The location of such board meetings shall be convenient to a majority of board members.
Section 2. Regular Meeting
In addition to general body meetings held at least once a year, the Board shall hold at least eight regular meetings a year, but may meet more frequently if circumstances require.
Section 3. Special Meetings
Special meetings of the Board of Directors may be called by the President, the Vice President, by any two directors, or if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the place designated by the person or persons calling the special meeting.
Section 4. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
(a) Regular meetings. No notice need be given of any regular meeting of the board of directors.
(b) Special Meetings. At least one week prior notice shall be given by Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by email, by telephone, or by text message, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 11. Quorum of Meeting
Unless a greater proportion is required by law, a majority of the directors then in office shall constitute a quorum for the transaction of business. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings.
Section 12. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President of the corporation or, in her absence, by the Vice-President, and if neither is present, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as a secretary of all meetings of the board, provided that, in her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Roberts Rules of Order insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
Section 14. Informal Action by Directors
(a) Unless otherwise restricted by the Article of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the directors consent in writing through email or message to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the directors shall be filed with the minutes of the proceedings of the Board.
(b) Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all directors may participate in a meeting of the Board of Directors or a committee of the Board by means of a conference call or webcam through which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting.
Section 15. Voting at Board Meetings.
Each Director shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed.
Section 16. Absence.
Each Board member is expected to communicate with the President, Vice-President, or Secretary in advance of all Board meetings if she is unable to attend or participate by conference call/webcam. Any Board member who is absent from four regular Board meetings or fails to participate for a full three months shall be deemed to have resigned due to non-participation, and her position shall be declared vacant, unless a majority of the remaining Board members affirmatively vote to retain that director as a member of the Board.
Article V – Board of Directors
Section 1. Number
The number of Directors of MWO shall be an odd number no less than five and no more than nine. The number may be increased or decreased from time to time by amendment to the Bylaws. No decrease shall shorten the term of any incumbent Director nor shall the number of Directors be decreased at any time to less than five.
Section 2. Qualifications
Directors shall be of the age of majority in this state. Directors must reside in Central Florida and be in good standing as a voting member of the organization, as defined in Article II, above. In order to be elected President, one needs to have previously served on the Board of Directors of MWO or been a Chairperson of an MWO committee.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Section 4. Collective Duties of the Board
It shall be the duty of all directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and except as otherwise provided in the Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses (mailing and email) with the Secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.
Section 5. Specific Duties of Officers and Directors
The duties of the officers and other Board members shall be as follows:
(a) President. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and at all meetings of the members. She will represent MWO in the community and at official functions. If unable to attend an official function, she shall appoint another Board member to take her place at that event. The president shall oversee the work of the Board members and committee chairs to ensure its integrity and that it is given due diligence. She shall also provide encouragement and motivation to fellow Board and organization members. Except as otherwise expressly provided by law, by Articles of Incorporation, or by the Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by Board of Directors. She shall communicate to other officers and Board members such matters and make suggestions as may, in her opinion, tend to promote the prosperity and welfare of MWO and to ensure a commitment to the organization’s mission and vision. Finally, through mutual consultation with the other members of the Board of Directors, she shall perform all duties customary to that office.
(b) Vice President. Serves as the community liaison for MWO. Networks with other community institutions, Islamic and otherwise, to foster collaborations and partnerships to better achieve MWO's goals. Coordinates MWO's capacity building efforts and grant applications. Responsible for coordinating Board member and volunteer trainings. She shall preside at meetings in the absence of the President. She shall aid the President in achieving the goals of the organization. In general, perform all duties incident to the office of Vice President and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to her from time to time by the President.
(c) Secretary. Certify and keep at the principal office of the corporation, or a location agreed upon by the board of directors, the original, or a copy, of these Bylaws as amended or otherwise altered to date. Maintain a book/files of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceeding thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be the custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation. Keep records containing the name and address of each and any members, and in case in the case where any membership has been terminated. She shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation, or to his or her or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incidents to the office Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to her from time to time by the Board of Directors.
(d) Treasurer. Have charged custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or her agent or attorney, on request therefore. Render to the President and directors, whenever requested, an account of any or all of her transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to her from time to time by the Board of Directors.
(e) Director of Community Service. The Director of Community Service shall chair MWO’s Community Service projects. She shall coordinate the community service, philanthropy, and relief efforts of the organization. These projects include the Community Assistance for Ramadan and Eid (CARE) and other annual service projects.
(f) Director of Personal Development. The Director of Personal Development shall chair MWO’s Personal Development projects. She shall coordinate the organization’s educational programs. These programs shall include, but are not limited to, seminars, workshops, and coffee mornings.
(g) Director of Public Relations. The Director of Public Relations shall manage the public relations of MWO through press releases, and any other social or electronic media. She shall create positive relationships with the press and media contacts to increase the positive perception and branding of MWO.
Section 6. Tenure
(a) Election of Board members shall occur at an annual meeting of the General Body held in the fourth quarter of every calendar year.
(b) The newly elected member of the Board of Directors will take office at the first board meeting of the calendar year, preferably in January, for a term of three years.
(c) No Board member shall serve more than two (2) consecutive three-year terms. Fulfilling an incomplete term is not considered part of the term limit.
(d) A Board member that completes two consecutive terms may be re-elected to the Board no less than one year after the completion of the consecutive terms.
(e) Directors shall serve staggered terms to balance continuity with new perspective, with two to three Board member positions up for election/re-election every year.
Section 7. Nomination and Election
Members of the organization, shall submit nominations for open Board member positions at least twenty-four hours before annual general meeting and election. These nominees, in addition to nominations made by current members of the Board, must be paid members in good standing, as defined in Article II above. Board members will be elected by a simple majority of the members in good standing present at the annual meeting.
Section 8. Compensation
Directors shall receive no compensation from MWO for services rendered to the Corporations members of the Board, except that directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts based on policies approved by the Board.
Section 9. Policies and Procedures Contract.
At the beginning of her term, each President shall formulate a Policies and Procedures Contract, not inconsistent with these Bylaws, to regulate the day-to-day function of the Board of Directors. All members of the Board of Directors are required to understand and implement these guidelines in the completion of their duties. Failure to do so shall result in consequences determined and voted upon by the Board members in office at that time.
Section 10. Temporary Leave of Absence.
If circumstances arise in which a Board member is temporarily unable to perform their duties, they are responsible for designating another Board member(s) to take over those duties for a period not more than 3 months. If they fail to delegate these responsibilities or are inactive for over the allowable period, they will be automatically removed from the Board unless a majority of the remaining Board members vote to retain them in office.
Section 11. Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contact which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 12. Vacancies
Any vacancies caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Article V – Committees
Section 1. Membership in Committees
The Board of Directors may designate and appoint one or more committees, each consisting of members of MWO, in addition to one or more directors. General members of MWO may volunteer to serve on any committee they choose and shall work under the authority of the board of directors to fulfill the goals of the committee and mission of MWO. No committee shall have the authority to amend or repeal these bylaws, elect or remove any officer or director, or authorize the voluntary dissolution of the Corporation.
Section 2. Executive Committee
The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of five board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law. By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with corporate records, and report the same to the board from time to time as the board may require.
Section 3. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board in order to achieve the organizations mission and goals.
Section 4. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaws provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committee to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Article VI – Corporate Records and Reports
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office and/or on an online platform accessible by all Board members:
(a) Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
(c) A record of its members, indicating their names and addresses and the termination date of any membership.
(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.
Section 2. Directors’ Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
Section 3. Members’ Inspections Rights
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member.
(a) To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of MWO, upon written demand with purpose stated, and payment of a reasonable charge to, the Secretary, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The membership list shall be made within a reasonable time after the demand is received by the Secretary or after the date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a members. Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of the Bylaws, provisions of law.
Section 4. Right to Copy and Make Extracts
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Article VII – Finances
Section 1. Fiscal Year.
The fiscal year of the corporation shall be the calendar year.
Section 2. Accounts.
The receipts and expenditures MWO shall be credited and charged to accounts under the following classifications as shall be appropriate, when authorized and approved by the Board of Directors. The receipts shall be entered by the amounts of receipts by accounts and receipt classifications and expenses by the amounts of expenses by accounts and expense classifications.
Section 3. Accounting Records and Reports.
MWO shall maintain accounting records according to good accounting practices. The records shall be open to inspection by members at reasonable times upon written request, and written summaries of the reports shall be supplied at least annually to members. The records shall include, but not be limited to, a record of all receipts and expenditures.
Section 4. Major Expenditures.
All expenditures of MWO funds shall be as directed by the Board of Directors. However, any single expenditure (towards a single item or event) which exceeds $5,000.00 shall be approved by a majority of the membership at a duly noticed meeting.
Section 5. Budget.
The Board of Directors shall adopt a budget for each calendar year which shall include the estimated funds required to pay the current expenses and fund proposed projects and events for MWO. This budget must be approved by the membership of MWO at one of the annual general body meetings. If, after the adoption of any budget, it shall appear that the adopted budget is insufficient to provide adequate funds to defray the expenses of MWO the Board may adopt an amended budget to provide such funds
Section 6. Gifts.
The members of the Board of Directors may accept, on behalf of MWO, any contribution, gift, bequest, or device given for the purposes of MWO.
Section 7. Checks, Drafts, Loans, Etc.
All checks, drafts, loans, or other orders for the payment of money, or to sign acceptances, notes, or other evidences on indebtedness issued in the name of MWO shall be signed by the President and Treasurer, or any Board member previously authorized by the Board to do so.
Section 8. Deposits.
All funds of the Corporation shall be deposited into the credit of the Corporation in such banks or other depositories as the Board of Directors may, from time to time, select. The Treasurer shall be responsible for making such deposits.
Section 9. Loans to Board Members.
No loans shall be made by the Corporation to its Board members or officers.
Article VII – Indemnification
Section 1. Insurance.
(a) The Board of Directors may authorize the purchase of insurance on behalf of any Board member, director, officer, or agent against any liability asserted against or incurred by him/her which arises out of such person’s status as a Board member, director, officer, or agent or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
(b) In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under Chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (“the Code”). Further, if at any time the Corporation is deemed to be a private foundation within the meaning of o 509 of the code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in o 4941(d) or o 4945(d), respectively, of the code.
Section 2. Protection of Bylaws from Lawsuit
If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Article VIII - Dissolution
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
(1) All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made thereof.
(2) Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
Article IX - Amendment of Bylaws
THESE Bylaws may be amended by the general membership of the organization at its regular annual meeting by affirmative vote of a majority of the members present in person and voting.
Fatima Sadaf Saied, President, and Sarah Siddiqui, Secretary, of the Muslim Women’s Organization certify that the foregoing is a true and correct copy of the bylaws of the above-named program, duly adopted by the Board of Directors on the 27th day of November, 2016.