Zion Community Enterprise By-Laws

Article I – Name and Purpose
The name of the Corporation shall be Zion Community Enterprise, Inc., a nonprofit corporation organized under the Business Organizations Act of the District of Columbia.

The purpose or purposes for which the Corporation is organized are exclusively for religious, charitable, scientific and educational purposes within the meaning of 501 (c) (3) of the U.S. Internal Revenue Code, or corresponding section of any future tax code.

Specifically, the corporation will conduct activities (but is not limited to them) to improve the community, as activities as follows:

1. To provide quality day care for seniors and respite care opportunities for families caring for elderly family members;
2. To promote and provide affordable housing including multi-family housing units and temporary housing for families in transition;
3. To advocate and promote programs and create environments that are conducive to healthy families; and
4. To provide quality training and educational resources such as parenting skills, computer and financial literacy job training, employment and entrepreneurial development.

Section 1. The principal office of the Corporation shall be located at 4850 Blagden Avenue NW, Washington, DC 20011.

Section 2. The Corporation may establish offices at any other place(s) within or without the District of Columbia, as the Board of Directors may from time to time determine.

Article II – Definitions

See Attachment 1 to Bylaws titled Article II, Definitions.

Article III – Membership

Section 1. The corporation is a membership corporation. The corporation will have members. A member must be a natural person (individual) who is sixteen (16) years old or older and is a member in good standing of Zion Baptist Church.

Section 2. Qualification: The Corporation will have members. A member must be a natural person (individual) who is sixteen (16) years old or older and is a member in good standing of Zion Baptist Church. A person shall be admitted as a member only with his/her consent.

No services or benefits will be provided to members except that members may receive the corporation’s annual reports (both narrative and financial), newsletters and other general literature produced by the corporation.

The Board of Directors may establish a membership committee. The committee qualifies a member based on the above guidelines and acquires the individual’s consent. A complete list of members entitled to vote, arranged in alphabetical order, shall be prepared by the Board Secretary and shall be open to examination of any member at the place of election, for ten (10) days for annual meeting and five (5) days for special meetings.

Section 3. Meetings, Voting Rights and Obligations: A member may attend all annual meetings and special meetings of the members called by the Board Chairperson or a majority of the Board of Directors. Annual meetings shall be held at a time and location stated in a notice or otherwise at the principal office of the Corporation.

Notice of all meetings of members shall be mailed by the Board Secretary to each member of record entitled to vote, at his/her last known post office address. For annual meetings the time of notice shall be at least ten (10) days in advance of the meeting and five (5) days in advance for a special meeting. An exception to the five (5) days notice is permitted for the first special meeting of members; for this meeting a three (3) days notice by letter, e-mail or fax is sufficient. A member’s attendance at any meeting shall constitute waiver of notice of such meeting.

A notice of a meeting of members must include the date, time and location of the meeting of an annual meeting and the date, time, location and specific purpose of the meeting for a special meeting. For special meetings, only the specified purpose in the notice can be discussed at the meeting. At least thirty-five (35) members must be present to constitute a quorum for a meeting of the general membership. However, a smaller number present may adjourn a meeting without further notice until a quorum is secured.

Also, members may call a meeting with a written petition signed by a minimum of thirty-five (35) members of all the votes entitled to be cast on a matter proposed to be considered at the proposed special meeting. In this instance, the members must sign, date, and deliver to the Corporation one or more of demand in the form of a record for the meeting describing the purpose for which it is to be held. The record date for members entitled to demand a special meeting shall be the first date the first member signed the demand.

Members are entitled to vote on approval of candidates recommended to serve on the Board of Directors and any amendments to the Articles of Incorporation or Bylaws as provided in Article XVI of these bylaws. Each member entitled to vote must be present in person to cast one (1) vote on matters of members. No member may have a proxy for voting or any other purpose. The act of a simple majority of members present at a meeting, where a quorum is present, shall be the act of the members.

A member of a membership corporation shall not be as such, personally liable for acts, debts, liabilities, or obligations of the corporation to third parties under Chapter 29-404.12 of the Act.

Section 4. Termination: A member may terminate their membership by verbal or written request. Also, the Board of Directors may terminate members that are not in good standing with Zion Baptist Church, Inc. The Board of Directors, by a simple majority vote of members present at a meeting where a quorum is present, may terminate members by providing written notice to the member(s) at least ten
(10) days in advance of a termination vote.

Article IV – Board of Directors

Section 1. Powers of the Board of Directors: The responsibility, supervision and guidance of the affairs of the Corporation shall be vested in the Board, which shall possess, and may exercise, any and all powers granted to the Corporation under the Business Organizations Act, The Articles of Incorporation, and the Bylaws.

Section 1.a. Number and Terms of Directors: The initial Board of Directors of the Corporation shall consist of seven (7) directors. The initial board of seven (7) directors to be elected is proposed by the Advisory Board and the Pastor. The minimum number of directors may not be less than five (5) and the maximum number of directors may not exceed fifteen (15) directors. However, an increase or decrease in the maximum number of directors may be made by an affirmative vote of a majority of directors present at a special meeting provided proper notice is given and the action is properly approved by the members. The initial directors shall serve for a period of three (3) years. “Initial directors” are defined as the seven (7) directors selected at the initial organization meeting of members for selection of directors. Any directors elected thereafter, shall be called “successor directors”. The first group of successor directors will be elected at the annual meeting in June 2017 to serve for a term of two years. Any director elected thereafter will serve a term of two years. Any director may be re-elected.

Moreover, successor directors to be elected will be proposed by the following groups: One-third (1/3) by the Pastor; One-third (1/3) by the existing Board of Directors and One-third (1/3) by the Members. Some directors shall include residents of the District of Columbia.

Section 1.b. Removal and Resignation: The term of office of any director shall terminate upon; (i) his or her death; (ii) a vote of at least two-thirds (2/3) of the entire Board to remove him or her from office with or without cause; or (iii) the effective date of his or her resignation submitted in writing to the Chairperson of the Board, whichever comes first. Unless otherwise specified in such notice, the resignation shall be effective upon delivery. Also a director may be removed for poor attendance, e.g. missing more than fifty (50%) percent of meetings over a two (2) year period without providing a sufficient written excuse that is satisfactory to the Board of Directors.

Section 1.c. Vacancies: Any vacancy occurring on the Board for any reason may be filled by the affirmative vote of a majority of remaining members of the Board at a special meeting subject to Article
V. A director elected to fill a vacancy shall be elected for the un-expired term of his or her predecessor in office.

Section 2. Qualifications: A director shall be a member who is an (natural person) individual interested in furthering the promotion and development of the Corporation and its purposes. Generally, a director must be a natural person that is eighteen (18) years of age or older and of good character. He/she may or may not be a member of Zion Baptist Church, Inc. The initial board of seven (7) directors to be elected is proposed by the Advisory Board and the Pastor. Successor directors to be elected will be proposed from the following designated bodies: One-third (1/3) by the Pastor; One-third (1/3) by the existing Board of Directors and One-third (1/3) by the Members. Each group must propose at least one resident of the District of Columbia. The resident may or may not be a member of Zion Baptist Church, Inc.

Section 3. Directors’ Salaries: Directors shall not receive any salary for their services as directors or as members of committees, except that by resolution of the Board, reasonable compensation may be paid to a Board member for services rendered to or for the Corporation affecting one or more of its purposes. A reimbursement may be allowed for a director’s expenses or anyone engaged by the Board of Directors to provide expertise or professional services necessary in order to accomplish the purposes of the organization.

Article V – Elections & Meetings

Section 1. Election of Directors: The directors elected at the first meeting of members shall serve for a three (3) year period. Thereafter, the directors (referred to as “successor directors” for clarification purposes only) shall be elected by members at an annual or special meeting held to elect directors. Successor directors shall serve for a term of two (2) years. Any director may be reelected.

Section 2. Annual, Special and Regular Meetings: The annual meeting of the Board of Directors shall be held in June (or at a time soon thereafter) of each year at a designated time and location. Members have a right to attend subject to provisions under Article III, Section 3 for an election or any other matter relating to member rights. Otherwise, regular and special meetings of the Board of Directors may be called and held from time to time and shall be called by the Secretary of the Board under the direction of the Chairperson of the Board or by a majority vote of the directors on record. Regular meetings are discussed in Section 2.a.

Section 2.a. Regular Meeting Schedules: The Board of Directors may have regular meetings during each year. The number of meetings and exact dates will be provided subject to notice under Section 3 of this Article.

Section 3. Notice of Meetings: Generally, notice of the date, time, and location of all annual, special and regular meetings of the Board of Directors shall be in writing (written, e-mail or faxed) to each director at least three (3) days prior to each meeting. Such notice for a specific director may be waived in writing if signed by the absent directors either before or after the time stated therein. A director’s attendance at any meeting shall constitute waiver of notice of such meeting, except for attendance at a meeting by a member for purpose of objecting to the transaction of business because the meeting is unlawfully called or convened. An exception to the written notice requirement is permitted for special meetings; for these meetings a two-day notice by telephone or verbal communication is sufficient.

Section 4.a. Place of Meetings: The directors may hold its meetings at such place or places within or without the District of Columbia and as it may from time to time determine and as shall be designated in the notice of each meeting.

Section 5. Quorum Voting: A minimum of four (4) or one-half (1/2) of the Board of Directors, whichever number is greater, shall constitute a quorum for the transaction of business at any and all meetings except as otherwise provided in these Bylaws. Actions of the Board shall require a majority vote of directors “present at a meeting” at which a quorum is present. Directors may also participate in all meetings via teleconference or other communication media if the media is convenient for all to hear or see. Directors are considered “present at a meeting” if they participate in a meeting by communication media. Each director shall have one (1) vote to cast for an action. If a director occupies two positions (for example: Chairperson and Treasurer or Board of Director member and Secretary), he/she may vote only once. The act of this majority shall be the act of the Board. Only in an instance where there is a tie vote on proposed action, the Chairperson has the sole authority and discretion to decide the proposed action in the affirmative, negative or take no action.

Section 6. Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all directors, or such committee as the case may be, and such written consent is filed in the minutes of the proceedings of the Board or committee.

Article VI – Management
Section 1. Management: The business and affairs of the Corporation shall be the sole responsibility of the Board of Directors who may appoint officers, noted in Article VII to act on its behalf in execution of approved policies and/or projects. The Secretary and/or the Chairperson of the Corporation shall present the annual report to the Board and members, which will include information on the Corporation’s activities, assets and financial statements.

Section 2. Contracts: The Board of Directors may authorize any officer to execute 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 confirmed to a specific instance. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any powers of authority to bind the Corporation by any contract or agreement, or to render it liable pecuniary for any purpose or any amount.

Section 3. Budget and Fiscal Operation: The Board shall approve an annual budget for fiscal operations. Procedures for advance approval and use of vouchers shall be established for payment of all bills. Generally, vouchers shall be prepared and submitted to the Executive Director for approval in advance of expenditure. When the Executive Director is not serving in office, the Chairperson shall approve vouchers.

Section 4. Payment of Bills or Indebtedness: Persons authorized to sign all checks, drafts, and orders for the payment of monies and notes or other evidence of indebtedness issued in the name of the Corporation include the following: The Chairperson and Treasurer. Both signatures of the different authorized persons must appear on all checks. No person can sign twice.

Article VII – Officers

Section 1. Number of Officers, Election and Term Office: The officers of the Board of Directors of the Corporation shall consist of a Chairperson, Vice Chairperson(s), a Treasurer, an Assistant Treasurer, a Secretary and an Assistant Secretary.

The Board of Directors may at any time provide for such other officers as it may determine. Their terms are governed by Article IV, Sections 1.a and 1.b. Officers may be reelected to positions.

Section 2. Chairperson: The Chairperson shall preside at all meetings of the Board, and shall perform such other duties as shall be prescribed by these Bylaws and the Board of Directors.

Section 3. Vice Chairperson(s): The Vice Chairperson(s) shall act under the direction of the Chairperson, and shall perform such duties as prescribed by the Board of Directors from time to time. The Vice Chairperson presides in the absence of the Chairperson. If there is more than one Vice Chairperson, the Chairperson may designate the Vice Chairperson who will preside in his/her absence. If the Chairperson does not designate the Vice Chairperson to act in his/her absence and there is more than one Vice Chairperson, the more senior (by period of term) who is present at a properly called meeting, under Article V, Section 3, will act.

Section 4. Treasurer: The Treasurer shall have custody of the corporation’s funds, securities and records, which may be kept within or without the District of Columbia. He or she shall deposit all funds to the credit of the Corporation in general or special accounts in such banks, trust companies or other depositories as the Board of Directors may from time to time select. He or she shall keep full and accurate account of receipts and disbursements of all monies received and paid on account of the Corporation. He or she shall exhibit such books of accounts and records to any of the Directors at any time upon request at the principal office of the Corporation, and shall render detailed financial statements to the Board of Directors at all regular meetings of the Board of Directors and at such time as the membership requires. He or she shall make payments from funds of the Corporation only based on vouchers signed by the Executive Director; or in the Executive Director’s absences, by the Chairperson, or such other Board member or Employee as may be designated by the Chairperson or these Bylaws. He or she shall execute all instruments requiring signature of the Treasurer and shall perform in general the entire duties incident to the office of Treasurer. He or she may be required by the Board of Directors to give bond for the faithful discharge of his/her duties. The Assistant Treasurer assists the Treasurer and acts in the absence of the Treasurer.

Section 5. Secretary: The Secretary shall give required notices of meetings to the Board of Directors, and to other committee members as deemed necessary. The Secretary shall record minutes of all regular and special meetings. He or she shall have custody of the seal of the Corporation and shall affix the same to any instrument when duly authorized to do so and shall attest the same. He or she shall maintain appropriate records of the Corporation, including its Articles of Incorporation, Bylaws, minutes of meetings, and names and addresses of all members as well as perform in general all duties incident to the Office of Secretary. The Assistant Secretary assists the Secretary and acts in the absence of the Secretary.

Section 6. Executive Director: The Executive Director is an employee hired by the Board of Directors and is recognized as an appointed officer that is subject to his/her contract with the Board. The Executive Director position is not a Board of Director position and has no voting rights.

The Board may hire an Executive Director under contract as an employee for managing day-to-day operations of the corporation and managing other employees and persons executing day to day business on behalf of the corporation. As authorized by the Board, on behalf of the Corporation, the Executive Director shall execute such documents as may be required by the Federal Government, foundations, contractors, businesses or other entities dealing with the Corporation. Also, he or she shall have authority to approve vouchers for payment from funds of the Corporation.

For additional guidance on the Executive Director’s participation in decisions regarding their candidacy and compensation matters, see Article VIII, Section 2, subsection on Personnel Committee.

Section 7. Bonding: All officers and employees of the Corporation who handle funds of the Corporation, or who are custodians of property may be bonded in an amount to be determined by the Corporation. The cost of such bond or bonds shall be paid from the funds of the Corporation.

Section 8. Removal of Officers: A member of the Board of Directors or any officer may be removed subject to Article IV, Section 1.b. of the Bylaws. However, the position of Executive Director (that is not a Board of Director position) is an exception; as the position is a hired position that is subject to applicable employment agreements and personnel policies and procedures that govern employees.

Article VIII – Committees

Section 1. Permanent Committees: The members of the Board of Directors, by majority vote, may establish permanent committees to carry on the business of the Corporation and such other committees, as the Board deems necessary. Permanent committees may include non-board persons except for the Executive Committee which will only include members of the Board of Directors. The Chairperson of the Board of Directors shall designate a term limit of service of up to one (1) year for non-board persons. Permanent committees report to the Board. Heads of committees will be named the “Committee Managers”. The permanent committees are as follows:

Executive Committee: The Chairperson, with the approval of the Board, shall establish an Executive Committee, which shall include the senior officers of Chairperson, Vice Chairperson(s), Treasurer and Secretary of the Board, other Board members that the Board deems appropriate and the Executive Director. The Executive Committee shall have the power to act on behalf of the Board in connection with the management of the affairs of the Corporation except upon matters specifically identified by the Board as requiring the act of the Board itself.

Finance Committee: The Finance Committee that shall include the Treasurer, the Chairpersons of other permanent committees or such other Board members that the Chairperson deems appropriate and the Executive Director. The Treasurer shall serve as Committee Manager of the Finance Committee. The purpose of this committee is to assists in preparing annual budgets, hiring of a bookkeeper and/or an auditor for review of financial records and performings other financial functions as directed by the Board.

Fundraising Committee: The Fundraising Committee shall be headed by any person appointed by the Chairperson, with the approval of the Board. The purpose of this committee is to recommend and implement programs adopted by the Board for raising revenue for activities consistent with the Articles of Incorporation and these Bylaws.

Membership Committee: The Secretary shall serve as Committee Manager of the Membership Committee. The purpose of this committee is to recommend and implement programs adopted by the Board for recruiting members consistent with the Articles of Incorporation and these Bylaws.

Plans and Programs Committee: The Plans and Programs Committee shall be headed by any person appointed by the Chairperson, with the approval of the Board. The committee shall be responsible for both short and long term plans and programs, in keeping with the mission and focus of the Corporation.

Section 2. Temporary Committees and Ad Hoc Committees: The Chairperson, with the approval of the Board, may establish Temporary and Ad Hoc Committees including but not limited to those listed below. Heads of committees will be named “Committee Managers”. Temporary and Ad Hoc Committees may include non-board persons. By definition, these committees have term limits that expire with completion of the specific activity for which the committee was organized with a maximum limit of one (1) year. These committees may be established for such purposes as the Chairperson of the Board of Directors deems necessary, with the approval of the Board of Directors, to assist in executing its duties including the following:

Nominating Committee: The Nominating Committee shall meet to recommend membership to the Board in the event of vacancies.

Personnel Committee: The Personnel Committee shall be responsible for the process of identifying the candidates for employment including the Executive Director’s position and all other issues pertaining to personnel policies, grievance procedures, and etc. The Executive Director may be a member of the Committee, but cannot participate in any matters related to his or her position or compensation related to his or her position. The personnel committee shall also be governed by the conflict of interest policy.

Community Advisory Committee: The Community Advisory Committee shall be responsible for reviewing certain organization projects and activities that affect their community, as is necessary. This committee shall consist of residents of the community (organization’s service area that is defined narrowly or broadly) and/or business and civic leaders of the community.

Article IX – Indemnification and Insurance
Section 1. Liability: A director or officer of the Corporation shall not be liable to the Corporation for monetary damages for breach of fiduciary duty as a director or officer except to the extent such exemption for liability or limitation thereof is not permitted by law as currently in effect, or as the same may hereafter be amended. No amendment, modification or repeal of this section shall adversely affect any right or protection of a director or officer that exists at the time of such amendment, modification or repeal.

Section 1a: Loans: The Corporation shall not make loans to officers or directors.

Section 2. Indemnification: The Corporation may indemnify any and all of its directors or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, were made parties of or a party to, by reason of being or having been directors or officers of the Corporation, and any judgment awards rendered thereon, subject to current or future provisions of the Business Corporations Act for directors or officers of nonprofit corporations or any other right to which those indemnified may be entitled under any Bylaws, agreement, and vote of directors or otherwise.

Section 3. Insurance: The Corporation may purchase and maintain insurance on behalf of itself or any person who is or was a director, officer, advisor, employee or agent of the Corporation 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.

Article X – Fiscal Year
The fiscal year of the Corporation shall commence on the first day of July of each year.

Article XI – Fiscal Review and Audit
The fiscal systems, books and records of the Corporation shall be reviewed or audited each year as determined by the Board of Directors.

Article XII – Assets
In event of dissolution, distribution of assets will be in accordance to the Articles of Incorporation

Article XIII – Parliamentary Authority

1. Unless otherwise specified by the Bylaws or the majority of the Board of Directors present at a meeting, parliamentary authority shall be based upon, “Robert’s Rules of Order, Revised”.
2. Suspension of the Rules: The Board may approve suspension of the rules by a vote of a majority of its members present at a meeting.
3. Order of Business: At regular and annual meetings of the Board of Directors, the following shall be the order of business:

1. Call to Order and Roll Call
2. Reading and Adoption of the Previous Minutes
3. Financial Report
4. Committee Reports
5. General Orders and Unfinished Business
6. New Business
7. Announcements
8. Adjournment

Article XIV – Nondiscriminatory Policy on Program Participation and Hiring Practices

The corporation maintains a racially non-discriminatory policy and will not discriminate against an officer, director, employee, volunteer, donor, member or applicant or any person with respect to terms, conditions or privileges of participating or employee in the corporation on the basis of race, color, religion, sex, national origin, age, disability, marital status or political affiliation.

Article XV – Conflict of Interest Policy

Conflict of Interest Policies shall be established to protect this tax exempt organization’s interest when it is contemplating or entering into a transaction or an arrangement that might benefit the private interest of an officer or director of the organization.

Article XVI – Amendments

1. The Articles of Incorporation and/or Bylaws may be amended from time to time at any special meeting by a majority vote of the members present at the meeting where a quorum of at least thirty- five (35) members are in attendance, provided such notice of such proposed action shall have been given in a written notice of the meeting for a period of at least thirty (30) days in advance.
2. Except that the initial board of directors may amend provisions of the articles of Incorporation or Bylaws prior to September 30, 2015, without further notice provided they find cause and follow requirements for special meetings under Article V. However, the initial board of directors may not amend the following provisions without a majority vote of the members present at a special meeting of the members for this purpose subject to Article III, Section 3 of the Bylaws, as follows:
   1. Membership rights with respect to voting, dissolution, transfer of memberships or other matters;
   2. Member dues, if any;
   3. Membership termination or suspension;
   4. Terms requiring cause to remove a director or specifying what constitute cause;
   5. Terms for removal of a director who is designated in a manner other than an election or appointment; and
   6. Powers of a designated body other than the directors.
3. Thereafter, any amendments to the Articles of Incorporation and/or Bylaws are subject to paragraph 1 of this Article.

I, the undersigned, being the Secretary of the Corporation, hereby certify that the above is a true, complete and accurate copy of the Bylaws as adopted by the Board of Directors on September 11, 2021.

Maureen A. Barnes
Secretary of Meeting

September 11, 2021
Date

Attachment 1 to Bylaws

Article II, Definitions

For the purposes of these Bylaws, the term:

1. “Board” or “board of directors” means the group of individuals responsible for the management of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the group.
2. “Bylaws” means the code of rules, other than the articles of incorporation, adopted for the regulation and governance of the internal affairs of the nonprofit corporation, regardless of the name or names used to refer to those rules.
3. “Charitable corporation” means a domestic nonprofit corporation that is operated primarily or exclusively for one or more charitable purposes.
4. “Charitable purpose” means a purpose that:
   1. Would make a corporation operated exclusively for that purpose eligible to be exempt from taxation under section 501(c) (3) of the Internal Revenue Code of 1986.
5. “Corporation”, “domestic corporation”, “domestic nonprofit corporation”, or “nonprofit corporation” means a District of Columbia corporation and is not a foreign corporation.
6. “Designated body” means a person or group, other than a committee of the board of directors, that has been vested by the articles of incorporation or bylaws with powers that, if not vested by the articles or bylaws in that person or group, would be required to be exercised by the board or the members.
7. “Director” means an individual designated, elected, or appointed, by that or any other name or title, to act as a member of the board of directors, while the individual is holding that position. The term “director” shall not include a member of a designated body, as such. Zion Community Enterprise, Inc.
8. “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
9. “Entitled to vote” means entitled to vote on the matter under consideration pursuant to the articles of incorporation or bylaws of the nonprofit corporation or any applicable controlling provision of law.
10. “Member” means:
    1. A person that has the right, in accordance with the articles of incorporation or bylaws, and not as a delegate, to select or vote for the election of directors or delegates or to vote on any type of fundamental transaction; or
    2. A designated body to the extent: (i) The powers, functions, or authority of the members has been vested in, or are exercised by, the designated body.
11. “Membership” means the rights and any obligations of a member in a nonprofit corporation.
12. “Membership Corporation” means a nonprofit corporation whose articles
    of incorporation or bylaws provide that it must have members.
13. “Officer” includes an individual who is an officer.
14. “Record date” means the date established on which a nonprofit corporation determines the identity of its members and the membership interests they hold. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
15. “Secretary” means the corporate officer to whom the articles of incorporation, bylaws, or board of directors has delegated responsibility for custody of the minutes of the meetings of the board of directors, any designated body, committees, and the members, and for authenticating records of the nonprofit corporation.
16. “Vote”, “voting”, or “casting a vote” includes the giving of consent for an action.