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BY‑LAWS of the DUNHAM WOODS RIDING CLUB
ARTICLE I Title, Location, Object, and Corporate Seal
Section 1. The name of the corporation shall be Dunham Woods Riding Club.
Section 2. The principal office of the corporation shall be located in the Clubhouse in the Village of Wayne, County of Kane, State of Illinois.
Section 3. The corporation is organized for the purpose and with the object of fostering and promoting social and athletic activities and of owning and operating club buildings and grounds and of doing such other things as the Board of Governors may from time to time declare to be in the best interests of the Club.
Section 4. The corporation shall have a corporate seal, which shall have inscribed the name of the corporation and the words "Corporate Seal."
Section 5. The corporation is organized not for profit.
ARTICLE II Membership
Section 1. There shall be eight classes of membership as follows:
(a) Resident Members, who shall be members of the Club not included in any other class of membership specified in this Section, and having their place of business or Residence (as defined below) within a radius of 100 miles of the Clubhouse (such radius is referred to below as the “Resident Area”). A “Residence” shall mean any dwelling (including without limitation a house, condominium, or apartment) owned, maintained, leased, shared or otherwise occupied by a member, irrespective of whether such member maintains any other residence outside the Resident Area.
(b) Non-Resident Members shall be members having their place of business and their Residence outside the Resident Area, whose usage (including in-Club or take-out dining, the use of the bar, tennis or swimming facilities or any other Club amenities) is limited to less than a total of 15 days over the 12-month calendar year.
(c) Surviving Spouse Members, who shall be surviving spouses of deceased Resident or Senior Members, and who shall not have remarried. Notwithstanding the foregoing, any individual who was a “widow member” in good standing of the Club under the former Article II, Section 1(d) of these By-Laws as of January 1, 2004 shall qualify as a surviving spouse member under this subsection (c) for so long as such member shall continuously maintain her membership in good standing.
(d) Intermediate Members, who shall meet the requirements of Resident Members, and be between the ages of 26 and 34 years, inclusive.
(e) Junior Members, who shall meet the requirements of Resident Members, and be between the ages of 21 and 25 years, inclusive.
(f) Honorary Members, who shall be such as the Board of Governors shall from time to time decide.
(g) Senior Members, who shall (i) formerly have been Resident Members, (ii) reached the age of seventy (70) years, and (iii) attained ninety-five (95) points, in accordance with the following point system. A member shall receive one point for each year of age, and one point for each year that such member has been a Resident Member (which need not be consecutive). A Senior Member must elect in writing to the Board of Governors to become a member in this class, and provide such evidence of age as the Board of Governors may reasonably require.
Section 2. The Board of Governors shall designate the number of members who shall constitute each class of membership; however, the combined total of Resident, Intermediate and Junior membership shall not exceed 185.
Section 3. All candidates for admission to membership shall be passed upon by the Board of Governors. Before a candidate shall be eligible for consideration by the Board, the following requirements must be met:
(a) The candidate shall submit a signed application in the form designated by the Board of Governors, stating such facts as may be called for therein.
(b) Such application must be accompanied by a letter from a member who shall sponsor the application of such candidate a letter from another member seconding the application, and by letters from at least two other members.
(c) Every candidate and spouse, if any, proposed as a member of any class must be personally known by a majority of the members of the Board present at a meeting of the Board at which the candidate is considered.
(d) No member during any fiscal year shall propose or second more than two candidates for membership.
(e) A member to propose or second a new candidate for membership must have been a member for a minimum of one year.
Section 4. The candidates who have complied with the requirements of the preceding section and such other requirements as the Board of Governors may from time to time by resolution adopt, or in respect of whom such requirements have been waived by the Board of Governors, shall be voted upon for posting by the Board of Governors during a regular meeting. Two negative votes by members of the Board of Governors present at such meeting will disqualify a candidate for posting. Any candidate who is approved by the Governors shall be posted within forty-eight hours of such ballot in a conspicuous place in the Club premises, and shall so remain until the next regular meeting of the Board of Governors during which time a vote upon the candidate for membership shall be taken. Two negative votes as aforesaid will result in disapproval.
Section 5. Notice of election shall be sent by the Secretary to each person elected to membership with the statement of the amount, if any, to be paid by him or her. Payment of the amount due, or written acknowledgment of election, if no payment is due, shall constitute acceptance of membership and an agreement to be bound by the By‑Laws and rules of the Club from time to time in force. Failure to make such payment, if any, or acknowledgment if no payment is due within thirty days after transmission of notice of election shall, in the discretion of the Board of Governors, render such election void.
Section 6. The Board of Governors may, in its discretion, waive the payment of a part or all of any initiation fees by the following:
(a) Any member who applies for membership of a different class, except that no member may convert his or her membership to a different class requiring an additional initiation fee without first paying such fee, unless he or she shall have previously been a member of such class.
(b) Any membership with respect to which a previous payment of an initiation fee has been made, but not in contravention of subparagraph (a) and provided that not more than one membership shall derive from any one initiation fee.
(c) Any spouse who applies for membership within twelve months of having been divorced or legally separated from a member who was then in good standing but who has subsequently resigned.
Unless otherwise determined by the Board of Governors, a candidate who has previously been a member and who again applies for membership shall pay the full current initiation fee or the dues and all assessments covering the resignation period, whichever is less.
Section 7. Any member may be suspended or expelled for cause by a vote of two‑thirds of all the members of the Board of Governors. A copy of the charges proferred against a member shall be served upon him or her either personally or by mail at least three weeks before the meeting of the Board of Governors at which the same shall be considered, together with a notice of the time and place of such meeting; the member shall be entitled to be heard at such meeting. The judgment and action of the Board with respect to what constitutes cause and with respect to the terms and conditions of suspension or expulsion shall be final and controlling.
Section 8. Section 7 of this Article to the contrary notwithstanding, the failure of any member to pay the dues provided for under this Article or other obligation to the Club in the time and in the manner specified from time to time by the Board of Governors, shall by itself cause the suspension of such member from the rights and privileges of membership until the indebtedness shall have been satisfied. The Board of Governors may take any action, in its discretion, for the enforcement of all obligations due to the Club or for the disciplining of delinquent members, and it shall also have the power to remit, settle, adjust, or otherwise satisfy any obligation of any member, irrespective of other provisions of these By‑Laws, upon majority vote of all members of the Board. Dues continue to accrue during any period of suspension.
Section 9. No membership of any class shall be transferable and the expulsion, resignation or death of any member, or an attempt by any member to effect a transfer of his or her membership, shall terminate such member’s membership without action by the Board of Governors, except as provided for in Section 12 of this Article. No member shall, by virtue of his or her membership, have any property interest in or to any of the assets of the Club, either real or personal, provided however, that in the event of the dissolution and liquidation of the Club, the assets thereof after the payment of all obligations, shall be distributed pro rata among all of the members of the Resident, Senior and Surviving Spouse class, in proportion to the amounts of their respective monthly dues at the time of dissolution, except that any person who shall have been an associate member prior to December 1, 1970 shall, in the event of such dissolution or liquidation share in the distribution of the assets thereof, after the payment of all obligations, in the same proportion of distribution to that of Resident Members as his or her monthly dues shall be to the dues of such Resident Members.
Section 10. For each membership there shall be but one individual who shall be the member, who may be the husband or wife, in the case of a married couple, provided, however, that, subject to such regulations as the Board of Governors may from time to time adopt, the rights and privileges of the Clubhouse and the grounds shall be extended to all members and their spouses living at home, their unmarried offspring who are either (1) under 21 years of age of (2) are under 26 years of age and are either attending school full time or are in the active military service.
Section 11. Whenever a member of any class who is a single person, or during membership becomes a single person, then upon marrying or remarrying, the membership of that person will terminate at once without action by the Board of Governors. If re‑application for membership is made by such person (or spouse) within twelve months of such marriage or re‑marriage, no initiation fee will be charged upon acceptance, except as otherwise provided in Article VI in connection with any change in class of membership.
Section 12. A married member may transfer membership to his or her spouse by submitting a written request to the Board of Governors. This request shall be accompanied by a letter of acceptance from the spouse which will then be voted upon by the Board at its next regular meeting. A majority of the board members present at this meeting must approve the request. If denied the request may not be resubmitted for a period of twelve months. A transfer of membership between spouses shall in no case result in a lower fee or dues category for the couple.
ARTICLE III Meetings
Section 1. The Annual Meeting and election of Governors shall be held on the second or third Thursday of November in each year, as the Board of Governors may designate. A proxy shall be solicited from each member entitled to vote not less than ten (10) days prior to such meeting. Each member shall by such proxy be provided an opportunity to designate his or her choices to fill vacancies on the Board of Governors, designate his or her proxy and through such proxy approve or disapprove such other matters as may properly come before the meeting.
Section 2. The Governors shall at the annual meeting report on the financial condition of the Club for the preceding fiscal year.
Section 3. Special meetings of the members may be called by the Board of Governors or by a petition signed by 25 members, stating the reason for requesting the special meeting, and presented to the secretary. Fifteen (15) days written notice of such special meeting, setting the time, place, and purpose for the meeting, shall be mailed to each member.
Section 4. At any annual or special meeting of the Club, a majority of those members entitled to vote, present in person or by proxy, shall constitute a quorum. Less than a quorum may adjourn from time to time. At all meetings, each Resident, Intermediate and Senior Member shall be entitled to one vote.
Section 5. All questions shall be decided by the majority of the qualified voters present, except that the purchase, sale, or hypothecation of real property shall require the approval of a majority of all members entitled to vote after notice has been given to each in accordance with these By-Laws or has been waived.
ARTICLE IV Board of Governors and Officers
Section 1. (a) The property and affairs of the Club shall be managed by a Board of Governors. The Board of Governors shall consist of eleven Resident, Senior or Intermediate Members. Governors shall be elected in classes of two each, three each, three each and three each, respectively, in succeeding years, and each Governor shall hold office for a term of four years and until his or her successor shall have been duly elected and qualified. No Governor shall be eligible to stand for election as a Governor immediately after serving a term of at least four successive years. No person may serve as a Governor who is currently an elected official of the Village of Wayne with responsibilities for licensing the operations of corporations such as Dunham Woods Riding Club.
(b) Notwithstanding anything in these By-Laws to the contrary, a Resident or Senior Member who has been a member in the Resident, Intermediate, Senior and/or Surviving Spouse classes in good standing for ten (10) consecutive years may elect to designate that his or her spouse stand for election and serve as a Governor. A member whose spouse is serving as a Governor under this paragraph shall be ineligible to serve as a Governor. A member’s spouse serving as a Governor under this paragraph shall not be entitled to vote at any meeting of the members. Not more than five (5) spouses of members may serve as Governors under this paragraph at any one time.
Section 2. A president, vice‑president, secretary and treasurer shall be elected at the annual meeting by the Resident, Senior, and Intermediate Members of the Club from the members of the Board of Governors and shall hold office for one year and until their successors are elected and qualified. All officers shall be eligible for re‑election during their tenure as members of the Board of Governors.
Section 3. The President shall preside at all meetings of the Club and of the Board of Governors. The President shall, with the Secretary, sign all written contracts and obligations of the Club, and shall exercise the usual functions pertaining to the office of President.
Section 4. The Vice‑President shall have the power, and perform the duties of the President, in the latter's absence.
Section 5. The Secretary shall keep the minutes and records and conduct the correspondence of the Club and of the Board of Governors. The Secretary shall, with the President, sign all written contracts and obligations of the Club, have the custody of the seal of the Club and perform the usual duties pertaining to the office of Secretary. The Secretary shall be ex‑officio Assistant Treasurer.
Section 6. The Treasurer shall collect and receive all moneys due and belonging to the Club, shall have the custody of all funds, securities, and title deeds thereof, and shall make payments as shall appear appropriate. The Treasurer shall keep regular and correct accounts and submit a report when so requested by the Board of Governors. The Treasurer shall be ex‑officio Assistant Secretary.
Section 7. The Board of Governors shall have, in addition to the power and authority expressly conferred upon it by these By‑Laws, the right, power and authority to exercise such powers and to do all such acts and things as may be exercised or done by the Club, including the power to call meetings of the members of the Club at such time or times as it may determine, but subject nevertheless to the statutes of the State of Illinois and to the provisions of the Articles of Incorporation.
Section 8. Any member of the Board of Governors shall cease to hold office upon suspension or expulsion from the Club or may be removed from office by a majority vote of those present at any meeting of the Board of Governors if it appears that any such member has been and will thereafter, during the balance of his or her term, be unable to act as such member, or is otherwise disqualified in the opinion of the Governors.
Section 9. In the event of a vacancy on the Board of Governors, the President, with the consent of a majority of the remaining members of the Board, may appoint a Resident, Senior, or Intermediate member in good standing to fill the vacancy for the remainder of the fiscal year, at which time the appointee will be eligible for election to the Board for the balance of the unexpired term.
Section 10. Regularly monthly meetings of the Board of Governors shall be held at the Clubhouse or at such other places as the Board may, by resolution, determine.
Section 11. Special meetings of the Board of Governors may be called by the President or by four members of the Board on due notice to each Governor.
Section 12. Notice of all meetings shall be mailed by the Secretary to each Governor at his or her last known post office address at least five days prior to the date of the meeting.
Section 13. A majority or more of the elected, qualified and acting members of the Board of Governors shall be necessary to constitute a quorum of the transaction of business at any meeting.
Section 14. The action of a majority of the members of the Board of Governors present at any meeting at which a quorum is present shall be final and controlling on any matter considered at the meeting, except as otherwise herein provided.
ARTICLE V Committees
Section 1. The Club shall have the following committees, which shall be appointed by the President, subject to the approval of a majority of the remaining members of the Board of Governors at the first meeting of the Board following the annual meeting (except the Nominating Committee, which shall be appointed at the discretion of the President and the Board but not later than September 15 of each year) for such terms as the Board may, in its discretion, determine:
A. House Committee. The House Committee shall have the general supervision of the management of the Clubhouse and Club grounds, provided, however, that in the discharge of its duties it shall collaborate and consult with the Club Manager. It shall be responsible for the efficient operation of the Club and the enforcement of the Club rules pertaining to the use of the facilities of the Club.
B. Sports Committee. The Sports Committee shall have charge of all sports activities of the Club.
C. Entertainment Committee. The Entertainment Committee shall have charge of all social activities of the Club.
D. Nominating Committee. (i) The Nominating Committee shall consist of six (6) members, of whom not more than two (2) may be incumbent Governors, and at least two (2) of whom shall be past presidents of the Club.
(ii) Members of the Nominating Committee shall be appointed in three (3) classes of two (2) each. Each year, not later than September 15, one (1) class shall be appointed by the President, with the consent of a majority of the remaining members of the Board. Each Committee member shall serve on the Nominating Committee for a term of three (3) years and until his or her successor shall have been duly appointed and qualified. In appointing the initial Nominating Committee following the adoption of these By-Laws, the President, with the consent of a majority of the remaining members of the Board, shall designate two (2) Committee members who shall serve for one (1) year, two (2) Committee members who shall serve for two (2) years, and two (2) Committee members who shall serve for three (3) years. Each Committee member appointed upon the expiration of any initial Committee member’s term shall serve for a three (3)-year term as provided above.
(iii) Each year, following the appointment of the current class of Committee members, the Committee shall elect a Chair from among its members.
(iv) If a vacancy shall occur on the Committee for any reason, the President, with the consent of a majority of the remaining members of the Board, shall appoint his or her replacement to fulfill the remaining term.
(v) The Committee shall not slate more than two (2) of its own members to fill vacancies on the Board. An individual slated as a candidate to be an officer must have been duly elected to the Board by the membership, and have served on the Board, since at least the previous annual meeting.
(vi) It shall be the duty of the Nominating Committee to submit to the Board of Governors at its October meeting the names of candidates to fill vacancies on the Board and among the officers for the ensuing year. The Committee shall have considered all members whose names had been submitted in writing over the signature of a member.
(vii) After the submission of the Nominating Committee’s report to the Board of Governors at its October meeting, the Secretary shall cause a notice of Annual Meeting and ballot to be prepared consistent with the Committee’s report, and presented to the membership at least ten (10) days prior to the Annual Meeting.
E. Finance Committee. The Finance Committee shall recommend Club fiscal policies.
F. Rules Committee. The Rules Committee shall (1) consider and make recommendations as to any proposed amendment to these By-Laws, and (2) formulate and interpret rules to be considered by the Board. The Rules Committee shall, at the request of the Board from time to time, consider and make recommendations upon any alleged By-Law or rule infraction.
G. Grounds Committee. The Grounds Committee shall be responsible for exterior maintenance and improvements.
H. Aesthetics Committee. Whereas the Club occupies a structure and site listed on the U.S. Department of the Interior's Historic Register, the Aesthetics Committee shall present recommendations to maintain and enhance the historical atmosphere of the Club.
The Aesthetics Committee, consisting of four members, shall be appointed initially by the President for staggered terms of 1, 1, 2 and 3 years, respectively, and after the first year each replacement shall serve for a period of three years. More than one candidate shall be recommended annually by the Committee as a replacement to be selected by the Board of Governors. In case of resignation, the Committee will recommend not less than two candidates for replacement for the balance of the unexpired term and the Board may select the replacement from the names provided by the committee. No member of the Committee shall be a spouse of a Board Member.
The Aesthetics Committee shall make recommendations to the Board of Governors for interior and exterior decorating and remodeling which has aesthetic implications in the public areas of the Clubhouse. The House Chairman or another member of the Board as designated by the President shall be the committee liaison with the Board.
I. Membership Committee. The Membership Committee shall be responsible for maintaining the membership at its allowable number as provided for in Article II, Section 2. The President will appoint a chairperson who shall be a member of the Board of Governors. The Chairman will then recommend no less than 6 and no more than 10 members who must then be approved by the remaining members of the Board of Governors. The appointment will be for a term of one year.
ARTICLE VI Fees, Dues and Assessments
Section 1. There shall be charged against and payable by all members of the Club fees, dues and assessments which shall be paid at such times, in such amounts and in such manner as shall be determined from time to time by the Board of Governors. It is recognized that fees, dues and assessments as are determined may vary depending on class of membership.
Section 2. The amount of the initiation fee shall be fixed from time to time by the Board of Governors, but in any event shall be the same for all Resident and Intermediate Members. Initiation fees for any class of membership shall be payable upon such terms as the Board of Governors may from time to time determine.
Section 3. Initiation fees shall be held in a separate capital reserve account and reserved for repair and replacement of Club facilities and other capital purposes. In no event shall funds held in the capital reserve account be applied to operating expenses or for any purpose other than capital purposes without in each case the approval of at least seventy-five percent of all of the Governors present at any meeting at which a quorum is present.
Section 4. The amount of any additional initiation fee due as a result of any change in class or membership shall be at the rate currently in effect for that class. In no event shall a change in class of membership result in any refund to any member of any initiation fee or portion thereof.
Section 5. Dues and assessments for the respective classes of membership shall be determined by the Board of Governors from time to time. Assessments shall be levied against members in each of the respective classes of membership in proportion to the dues payable by each class of membership.
ARTICLE VII Indemnification
Section 1. The Club shall indemnify its Governors, officers and members of the standing committees of the Club (each, a “Committee Member”), and may indemnify any employee or agent of the Club 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 the Club) by reason of the fact that he or she is or was a Governor, officer, Committee Member, employee or agent of the Club, or who is or was serving at the request of the Club as a director, officer, Committee Member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Club, 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 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 which he or she reasonably believed to be in, or not opposed to the best interests of the Club, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 2. The Club shall indemnify its Governors, officers and Committee Members and may indemnify any employee or agent of the Club 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 the Club to procure a judgment in its favor by reason of the fact that he or she is or was a Governor, officer, Committee Member, employee or agent of the Club, or is or was serving at the request of the Club as a director, officer, Committee Member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Club, and except that no indemnification shall be made in respect of 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 his or her duty to the Club, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudiction of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 3. To the extent that a present or former Governor, officer, Committee Member, employee or agent of the Club 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, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Club.
Section 4. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the Club only as authorized in the specific case, upon a determination that indemnification of the present or former Governor, officer, Committee Member, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2. Such determination shall be made with respect to a person who is a Governor or officer at the time of the determination: (a) by the majority vote of the Governors who are not parties to such action, suit or proceeding, even though less than a quorum, (b) by a committee of the Governors designated by a majority vote of the Governors, even though less than a quorum, (c) if there are no such Governors, or if the Governors so direct, by independent legal counsel in a written opinion, or (d) by the members entitled to vote.
Section 5. Expenses (including attorneys’ fees) incurred by a Governor, officer, Committee Member, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the Club in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Governors in the specific case, upon receipt of an undertaking by or on behalf of the Governor, officer, Committee Member, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Club as authorized in this Article.
Section 6. 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 agreement, vote of members or disinterested Governors, or otherwise, both as to action in his or her 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 Governor, officer, Committee Member, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 7. The Club may purchase and maintain insurance on behalf of any person who is or was a Governor, officer, Committee Member, employee or agent of the Club, or who is or was serving at the request of the Club as a director, officer, Committee Member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Club would have the power to indemnify him or her against such liability under the provisions of this Article.
Section 8. If the Club indemnifies or advances expenses under Section 2 of this Article to a Governor, officer, or Committee Member, the Club shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of the members.
ARTICLE VIII Amendments
Section 1. These By‑Laws may be amended by a majority vote of the entire voting membership of the Club, if present or represented at an annual meeting or an adjourned meeting thereof or at a special meeting called for that purpose; or by two‑thirds vote of a quorum present or represented at such meeting, in the event that they constitute less than a majority of the voting membership.
A copy of any proposed amendment shall be mailed to each resident member not less than ten (10) days prior to the meeting at which said amendment is presented.
ARTICLE IX Miscellaneous
Section 1. The Club's fiscal year shall begin November 1 of each year and end the last day of October of the following year.
Section 2. No one shall contract any indebtedness in the name of the Club without authority from the Board of Governors.
Section 3. The Board of Governors shall have the power to interpret these By-Laws.
Section 4. Robert's Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these By‑Laws.
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