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Bylaws

ARTICLE 1
NAME, NATURE AND LOCATION

Section 1. Name. The name of this association shall be the North American Building Material Distribution Association (NBMDA). 

Section 2. Nature of Association. The association is a not for profit corporation organized under the laws of the State of Illinois. 

Section 3. Location. The association shall maintain a registered office and a principal office in the Chicago, Illinois, metropolitan area unless otherwise provided by the association's Board of Directors. The association shall maintain a registered agent in the state of Illinois. 


ARTICLE II
OBJECTIVES, POWERS AND LIMITATIONS

Section 1. Objectives. In furtherance of the purposes set out in its Articles of Incorporation, the objectives of the association shall be:

(a) To promote increased use of the products and services the wholesale building material distribution industry.
(b) To analyze and inform the membership of conditions affecting or which may affect the industry.
(c) To represent the interest of the industry in contacts with government, other organizations and the public.
(d) To conduct educational activities.
(e) To gather, analyze, publish and disseminate to the industry, government and the public, information relevant to the industry.
(f) To foster programs and services which will enhance the image and the efficient and economic performance of the industry.
(g) To establish group programs of insurance and retirement benefits and to engage in any lawful activity which will enhance the welfare of the industry and the members of the association.
(h) To do any and all lawful acts to perform and furnish any and all lawful services which may be deemed to be useful or desirable in order to effectuate any of the above objectives or to conduct any of the above activities.  

Section 2. Powers. The association shall have such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois.

Section 3.  Limitations. The association shall be non partisan and no substantial part of its activities shall be devoted to influencing legislation by propaganda or otherwise, no association funds shall be used or subscribed for any political purpose except as permitted by law, and no services shall be rendered specifically for an individual member. No part of the net earnings of the association, if any, shall inure to the benefit of any members. 


ARTICLE III
MEMBERSHIP

Section 1. Distributor Membership. Persons, firms and corporations primarily and actively engaged in the distribution of building materials and other related products at the wholesale level are eligible for Distributor Membership if they meet the following qualifications:

(a) Be recognized as a wholesaler of such products by representative manufacturers and by a sufficient number of customers in its trading area to clearly establish the fact that a bona fide wholesaling service is performed in that area.
(b) Maintain a full time sales organization actively and continuously engaged in calling upon and selling at wholesale to customers during normal business hours.
(c) Maintain adequately staffed and equipped office, warehouse and shipping facilities, which shall be continuously open to customers during normal business hours.
(d) Normally purchase building materials or other related products in car/trucklot or recognized bulk quantities, and maintain a warehouse stock of such products large enough to serve its customers adequately.
(e) Periodically issue a stock list, price list or catalog covering building materials or other related products available for sale at wholesale to customers.
(f) Generally invoice and assume full credit responsibility in connection with all of its sales.
(g) Does not distribute to its customers or members its annual net or surplus resulting from trading operations. 

Section 2. Associate Membership. Any person, firm or corporation which manufactures building materials or related products and any person, firm or corporation which imports such products and sells them to wholesale distributors for resale in the normal conduct of their business is eligible for Associate Membership. Associate Members shall have all the rights and privileges of Distributor Members, except the right to vote at annual or special meetings of the members or to hold office in the association. 

Section 3. Allied Membership. Persons, firms or corporations which furnish supplies, other than building materials or related products, for wholesale distributors for use in their businesses and not normally for resale, plus members of the Trade Press, and those supplying educational, public relations, transportation and management consulting services are eligible for Allied Membership. Allied Members shall have all the rights and privileges of Distributor Members except the right to vote and to hold office in the association or to serve as a director thereof. 

Section 4. Organization Membership. Associations, groups, societies and other types of organized entities whose members or participants are involved in the distribution or manufacture of building materials or related products are eligible for Organization Membership, provided that at least seventy five percent (75%) or three (3), whichever is greater, of its members or participants are Distributor or Associate Members of NBMDA. Organization Members shall have all the rights and privileges of Distributor Members, except the right to vote, hold office in and serve as a Director of the association. 

Section 5. Honorary Membership. The Board of Directors, by majority of the total number of members of the Board, may elect as an Honorary Member any person no longer active in the building materials industry who has demonstrated an interest in the sale and distribution of building materials and whose past experience in, or service to, the industry, or other special qualifications, justifies such election. Honorary Members shall have all the rights and privileges of Distributor Members, except the right to vote and to hold office in the association or to serve as a director thereof. Honorary Members shall not be liable for dues. Any honorary membership may be terminated at any time by vote of a majority of the total number of members of the Board. 

Section 6. Application and Election. Application for membership shall be made in writing and addressed to the association and shall state the name, place, and nature of business of the applicant including its qualifications for membership, that applicant has read the Bylaws of the association and accepts and agrees to be bound by the provisions thereof applicable to it and agrees to pay its dues and assessments. Such application shall be considered by the Board of Directors, and a majority vote thereof in favor of such applicant shall be sufficient to elect the applicant to membership; provided, however, that no applicant who is eligible under this Article and who agrees to pay its dues shall be denied membership.

Section 7. Termination of Membership

(a) Voluntary Termination of Membership. Any member may resign at any time by giving written notice of resignation to the Executive Vice President. Any resignation shall take effect at the time specified therein, or, if no such time is specified immediately upon its receipt by the Executive Vice President. Unless otherwise stated therein, acceptance of such resignation shall not be necessary to make it effective.
(b) Involuntary Termination of Membership. The membership of any member may be terminated by an affirmative vote of at least seventy five percent (75%) of the total members of the Board of Directors for either of the following reasons: (i) Arrearage in dues, fees, assessments or other financial obligations to the association for a period of three (3) months or longer after notice of the arrearage has been sent to the member in arrears. (ii) For good cause.

Involuntary termination of membership shall be effective at such time as the Board may determine. The notice of any meeting at which such termination is contemplated shall contain a notice of the proposed termination. The member whose status is being challenged shall be notified thereof, in writing, by the meeting. Removal for cause shall occur only after the member has been given notice as stated above and has been provided with a reasonable opportunity to defend itself against all charges. Such member, if removed, may appeal from the decision of the Board to the annual meeting of the members, provided that notice of intent to appeal is provided to the Executive Vice President at least thirty (30) days in advance of the meeting.

Except as otherwise may be provided in these Bylaws, any member whose membership is terminated, either voluntarily or involuntarily, shall remain fully liable for any unpaid dues or assessment previously levied against such member and also fully liable for that member's proportionate share of all obligations incurred by the association prior to the effective date of termination. The term Aproportionate share as used in these Bylaws, shall mean the same proportion (or percentage) as the member's last dues assessed under these Bylaws are to the total last dues assessed all members in that member's category of membership.
 
Section 8. Readmission. Any member whose membership was terminated, either voluntarily or involuntarily, shall be eligible to re apply for membership in the association by submitting a properly executed application in the same manner as required by these Bylaws for new members; provided, however, that the basis for the original termination, if involuntary, no longer exists.
Section. 9 Transfer of Membership. Membership in the association is not transferable or assignable.

ARTICLE IV
MEETINGS OF DISTRIBUTOR MEMBERS

Section 1. Annual Meeting. At a time and place selected by the Board of Directors, there shall be an annual meeting of Distributor Members of the association for the purpose of transacting association business. Notice of such meeting shall be mailed by the Executive Vice President to each member not less than five (5) nor more than forty (40) days prior to the meeting. 

Section 2. Special Meetings. Special meetings of the Distributor Members of the association may be called by and at a time and place selected by either the Board of Directors or twenty five (25) Distributor Members of the association. Notice of such meeting shall be mailed by the Executive Vice President to each member not less than ten (10) nor more than forty (40) days prior to the meeting along with a statement as to the purposes for which the meeting is called. 

Section 3. Quorum. All Distributor Members present in person shall constitute a quorum at any meeting of the association. 

Section 4. Voting. Only Distributor Members shall have the right to vote at meetings of members. Each Distributor Member shall be entitled to cast one (1) vote at any annual or special meeting of the members of the association on each matter coming before the membership for a vote. Voting on all questions submitted to a vote shall be in such manner as is determined by the person presiding at the meeting or by a majority vote of the members or as otherwise provided by these Bylaws. In connection with any vote by secret written ballot, the person presiding at the meeting where the vote is to be taken may appoint inspector(s) to conduct the vote. 

Section 5. Order of Proceedings. The order of proceedings for annual meetings of the association shall be in accordance with Article XVII unless otherwise determined by the Board of Directors. Any question as to the priority of business shall be decided by the officer presiding without debate. 

Section 6. Robert's Rules. The parliamentary rules in the latest edition of Robert's Rules of Order shall govern all proceedings of meetings of members when not in conflict with these Bylaws; provided, however, that such rules of proceedings or any one of them may be altered or suspended at any meeting by a majority vote of the members present. 


ARTICLE V
BOARD OF DIRECTORS

Section 1. Governance and Number. The affairs of the association shall be governed by a Board of Directors consisting of twenty one(21) persons, as follows: twelve (12) Distributor Member Directors plus five (5) ex officio directors who shall be the association's Immediate Past President, its President, President Elect, Vice President and Treasurer, plus four (4) Associate Member Directors. 

Section 2. Eligibility. No person shall be eligible to be a director unless he or she is a Distributor or Associate Member or is accredited by and actively connected with the business of a Distributor or Associate Member. Whenever a director ceases to be accredited by and actively connected with the business of a Distributor or Associate Member, he or she shall thereupon cease to be a director. 

Section 3. Quorum. A quorum of the Board shall consist of eleven (11) directors.

Section 4. Voting. Each director shall be entitled to one (1) vote on each matter submitted to a vote of the Board of Directors. 

Section 5. Meetings. There shall be at least two (2) regular meetings of the Board of Directors every year, one of which normally shall be held in connection with the annual meeting of the members of the association. The exact time, date and place of regular meetings shall be determined by the President. Additional meetings of the Board may be held at the direction of the President of the Board, or at the written request of at least eight (8) of its members and on such notice as shall be prescribed in these Bylaws. 

Section 6. Notice. Written notice of meetings of the Board of Directors shall be given by mail to each member of the Board addressed to each member's last known address. Notice of such meetings shall be mailed at least ten (10) days prior to the meeting. 

Section 7. Terms of Office. At the annual meeting of the members of the association, four (4) Distributor Member Directors will be elected for three (3) year terms. In addition, two (2) Associate Member Directors will be elected to serve two (2) year terms. One (1) or more additional Distributor Member or Associate Member Directors may be elected in order to fulfill the requirements of Section 1 of this Article. When, for any reason, a director fails to complete his or her term, a successor to serve for the remainder of his or her term may be elected by the remaining directors. All terms shall begin on the first (1st) day following the close of the convention held in conjunction with the annual meeting and shall expire at the end of the last day of the last convention of the respective term. 

Section 8. Resignation of Directors. Any director may resign at any time by giving a written notice of resignation to the Executive Vice President. Any such resignation shall take effect at the time specified therein, or if such time is not so specified, immediately upon its receipt by the Executive Vice President. 

Section 9. Removal of Directors. A director may be removed from the Board of Directors if he or she fails to attend three (3) consecutive regular meetings of the Board of Directors, or for cause, upon the unanimous vote of all (other than the director whose removal has been proposed) the members of the Board of Directors. Such removal shall be effective at such time as the Board may determine. The notice of any Board meeting at which such action is contemplated shall contain a notice of the proposed termination, and the director whose status is being challenged shall be notified thereof, in writing, by the Executive Vice President at least thirty (30) days prior to the date of such meeting. Removal shall occur only after the director has been given notice as stated above and reasonable opportunity for defense has been afforded, and such director, if removed, may appeal from the decision of the Board to the annual meeting of the members, provided that notice of intent to appeal is provided to the Executive Vice President at least ten (10) days in advance of the meeting. 


ARTICLE VI
OFFICERS

Section 1. Officers and Eligibility. The officers of the association shall be a President, a President Elect, a Vice President and a Secretary/Treasurer. Each such officer must be a Distributor Member or be accredited by and actively connected with the business of a Distributor Member.

Section 2. Annual Election of Officers. A President Elect, Vice President, and Secretary/Treasurer shall be elected at the annual meeting of the members of the association scheduled in accordance with Article IV, Section 1. The President Elect shall automatically assume the office of President at the conclusion of the incumbent President's term or earlier, pursuant to Article VI, Section 8 of the Bylaws.

Section 3. Duties of the President. The President shall generally supervise the affairs of the association and shall preside at all meetings of the members of the association and the Board of Directors, shall be a member ex officio of all committees and shall have such other duties as usually pertain to that office and may be conferred upon him or her by the Board of Directors from time to time. 

Section 4. Duties of the President Elect. The President Elect shall, in the absence of the President, perform the duties of the President and shall perform such other duties as may from time to time be delegated to him or her by the President or by the Board of Directors.

Section 5. Duties of the Vice President. The Vice President shall, in the absence of the President Elect, perform the duties of the President Elect and shall perform such other duties as may from time to time be delegated to him or her by the President or by the Board of Directors.

Section 6. Duties of the Secretary/Treasurer. The Secretary/Treasurer shall have charge of the funds of the association, shall submit to the Board of Directors, when and as requested, a complete financial report of the affairs of the association and shall submit to the members at the annual meeting of the association, when and as requested by the Board of Directors, a report of receipts and disbursements made by the association during the year and of the then fiscal condition of the association, and shall have such other duties as usually pertain to that office. He or she may delegate his or her duties to the extent provided from time to time by the Board of Directors.

Section 7. Fidelity Bond. The Secretary/Treasurer, the Executive Vice President and any person entrusted with the handling of funds or property of the association shall, at the discretion of the Board of Directors, furnish at the expense of the association a fidelity bond approved by the Board, in such a sum as the Board shall prescribe.

Section 8. Terms of Office. The Terms of the President, President Elect, Vice President and Treasurer shall be for one (1) year, beginning with the first (1st) day following the close of the convention held in conjunction with the annual meeting and expiring at the end of the last day of such convention.

Section 9. Vacancy in Office of President. If the President fails to complete his or her term, the President Elect shall become President, unless the President Elect cannot act, in which case the Vice President shall become President, unless the Vice President cannot act, in which case the Board of Directors shall appoint a President from among its members. 

Section 10.  Vacancy in Other Offices. If the President Elect, the Vice President, or the Secretary/Treasurer fail to complete their terms, the Board of Directors shall appoint replacements for the unexpired portion of such term(s) from among members of the Board.

Section 11. Resignation of Officers. Any officer may resign at any time by giving written notice of resignation to the Executive Vice President. Any such resignation shall take effect at the time specified therin, or if such time is not so specified, immediately upon its receipt by the Executive Vice President.

Section 12. Removal of Officers. An officer may be removed from office if that officer fails to attend (3) consecutive regular meetings of the Board of Directors, or for cause, upon the unanimous vote of all (other than the officer whose removal has been proposed) the members of the Board of Directors. Such removal shall be effective at such time as the Board may determine. The notice of any Board meeting at which such action is contemplated shall contain a notice of the proposed termination, and the officer whose status is being challenged shall be notified thereof, in writing, by the Executive Vice President at least thirty (30) days prior to the date of such meeting. In addition, a person shall cease to be an officer at such time as the Distributor Member with whom that officer is associated ceases to be a Distributor Member of the association.


ARTICLE VII
ELECTION OF OFFICERS AND DIRECTORS

Section 1. Annual Election of Officers. A President, President Elect, Vice President, and Secretary/Treasurer shall be elected at the annual meeting of the members of the association scheduled in accordance with Article IV, Section 1. The President Elect shall automatically assume the office of President at the conclusion of the incumbent President's term or earlier, pursuant to Article VI, Section 8 of the Bylaws. 


ARTICLE VIII
EXECUTIVE COMMITTEE

Section 1. Executive Committee. There shall be an Executive Committee composed of the President; the President Elect; the Vice President; the Secretary/Treasurer; the immediate Past President and one (1) Associate Member Director selected by the Board of Directors, provided that such Past Presidents are Distributor Members or are accredited by and actively connected with the business of a Distributor Member. The President shall serve as Chairman of the Executive Committee.

Section 2. Duties of the Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall have and exercise the authority of the Board of Directors in governing the association. 


ARTICLE IX
NOMINATING COMMITTEE

Section 1. Nominating Committee. There shall be a Nominating Committee composed of the most immediate past president of the association who is willing and able to serve and four (4) other persons selected by the President, who shall designate one person as Chairman. A quorum shall consist of four (4) members. The members of the Nominating Committee may participate in any meeting of the Committee by conference telephone call or mail and such participation shall constitute presence in person at such meeting. 

Section 2. Duties of the Nominating Committee. The Nominating Committee shall meet at least thirty (30) days prior to the election and shall nominate one nominee for each directorship and office to be filled. The Committee's nominations shall be immediately reported to the President and the Executive Vice President.

ARTICLE X
OTHER COMMITTEES

Section 1. The Board of Directors may create or authorize the creation of other standing committees or sub groups of the association and the Board or the President may create special committees, under such terms and conditions and with such powers, responsibilities and authority as are deemed appropriate. 

Section 2.  Appointment of Committees. The members of all committees shall be appointed by the President with the advice of the Board of Directors. The President, in appointing such committees, shall designate one of the members of the committee to be chairman and another vice chairman. 

Section 3. Reports on Committees and Sub Groups. Each committee and sub group of the association shall make an annual report to the association at each annual business meeting. Each such committee or sub group may hold meetings as may be called by its Chairman or Vice Chairman, with notice to the President and Executive Vice President. 

Section 4. Minutes of Meetings. Written minutes or reports of committees or sub group meetings shall be prepared and maintained by the association.


ARTICLE XI
ADMINISTRATION

Section 1. Appointment of Executive Vice President. The Executive Vice President shall be appointed by the Board of Directors to serve for such time and upon such terms and conditions as may be determined by the Board, and shall not have any interest, directly or indirectly, in any Distributor Member of the Association. 

Section 2. Duties of the Executive Vice President. The Executive Vice President shall be the Chief administrator of the association. The Executive Vice President shall carry out the policies of the association; direct all staff activities; prepare the agenda for, attend or delegate another to attend all meetings of and record all proceedings of, the association; consult or designate another to consult with the chairmen of all committees; prepare and publish the programs of, and be present at, the conventions and meetings of the association; present for approval by the Board of Directors an annual budget; collect all monies due the association and promptly deposit same to its credit; prohibit the association from incurring any unauthorized indebtedness; pay all proper charges against the association; and submit to the Secretary/Treasurer and the Board of Directors financial reports in such frequency and details as requested; have charge of the books and records of the association and make them available for a certified audit annually or as otherwise specified by the Board of Directors; act in the capacity of the secretary of the association in order to satisfy statutory or other legal requirements; and perform such other duties as may be specified elsewhere in these Bylaws or as may be assigned by the President and the Board of Directors. 


ARTICLE XII
LEGAL COUNSEL

The association shall retain legal counsel who shall be kept fully advised of and consulted with respect to all association and committee activities and who shall be in attendance at all meetings of the members of the association, its Board of Directors, its Executive Committee and other committees as deemed necessary by the Board of Directors.

ARTICLE XIII
INITIATION FEES, DUES AND ASSESSMENTS

Section 1. Initiation Fees. The Board of Directors may establish initiation fees for applicants for membership in the association.

Section 2. Dues. The annual dues for each category of membership and the payment schedule thereof shall be determined from time to time by the Board of Directors. 

Section 3. Assessments. The Board of Directors, by an affirmative vote of at least seventy five percent (75%) of its total membership, may levy special assessments on any category of members not exempt from paying dues. 


ARTICLE XIV
FISCAL YEAR

The Association's fiscal year shall be from July 1 through June 30.

ARTICLE XV
BUDGET

An annual budget for each fiscal year shall be prepared by the Secretary/Treasurer and Executive Vice President and shall be presented to the Board of Directors for its adoption at a Board meeting held prior to the beginning of the next fiscal year. Thereafter, at any meeting of the Board, the Board may approve any supplemental budget that may be necessary. Before any proposed annual or supplemental budget is submitted to the Board, copies thereof must have been sent to each member of the Board no less than ten (10) days prior to the Board meeting at which such budget is to be presented. The Board of Directors shall not authorize expenditures nor shall it authorize the association to be obligated to make any expenditures in excess of such annual and supplemental budgets as are properly approved by the Board.

ARTICLE XVI
CONTRACTS, CHECKS, BANK ACCOUNTS

Section 1. Execution of Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the association, in addition to the officer or officers so authorized by the Bylaws, to execute and deliver any contract of other instruments in the name of and on behalf of the association. Such authority may be general or confined to specific instances as the Board may determine. Unless authorized by the Board or expressly permitted by these Bylaws, no officer or agent or employee shall have any power or authority to bind the association by any contract or engagement or to pledge its credit or to render in pecuniarily liable for any purpose or for any amount. 

Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtness issued in the name of the association shall be signed by such officer(s) or agent(s) of the association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice President of the association. 

Section 3. Deposits. All funds of the association not otherwise employed shall be deposited from time to time to the credit of the association in such financial institutions as the Board of Directors may designate or as may be designated by any officer or officers of the association to whom such power or designation may be delegated by the Board. 


ARTICLE XVII
ORDER OF BUSINESS

Unless otherwise determined by the Board of Directors, the order of business at each meeting of members of the association shall be as follows:

Roll Call
Reading of the Minutes of the preceding meeting
Secretary/Treasurer's Report
Reports of the various committees
Old Business
New Business 
 
ARTICLE XVIII
INFORMAL ACTION BY MEMBERS AND DIRECTORS

Any action required by statute of these Bylaws, or any other action which may be taken at a meeting of the members, or of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members or all of the directors, as the case may be, entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.

ARTICLE XIX
AUTHORIZED REPRESENTATIVES AND NOTICES

Section 1. Authorized Representatives. Each Distributor, Associate and Allied Member shall designate as its authorized representative for association purposes one individual who is accredited by and actively connected with the business of the member. Each member shall be responsible for notifying the association of the name and mailing address of its authorized representative and for providing the association with updated information as necessary. 

Section 2. Notices to Members. Any notice to members required under these Bylaws or otherwise shall be deemed sufficiently given if and when such notice is placed in the United States mails, with proper postage affixed, directed to the authorized representative whose name and address was last furnished to the association by the member pursuant to Section 1 of this Article.

Section 3. Notices to Officers and Directors. Any notice to officers and directors required under these Bylaws or otherwise shall be deemed sufficiently given if and when such notice is placed in the United States mails, with proper postage affixed, directed to the officer or director at the address last furnished to the association.

ARTICLE XX
LIMITATIONS OF LIABILITY

Nothing herein shall constitute members of the association as partners for any purpose. No officer, director, member, agent or employee of the association or of any member shall be liable for the act or the failure to act on the part of any other officer, director, member, agent or employee of the association.

ARTICLE XXI
AMENDMENTS

These Bylaws may be amended or altered in whole or in part, at any duly constituted meeting of members upon the affirmative vote in favor of any proposed amendment of at least two thirds (2/3) of the Board of Directors. Notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each board member entitled to vote at such meeting within the time provided in these Bylaws for the giving of notice of the meeting. A duly noted proposed change need not be accepted or rejected in its entirety, but may be adopted with such modification as the Board of Directors may deem appropriate.

ARTICLE XXII
INDEMNIFICATION

Section 1.  Persons Indemnified. Each person who at any time has served or serves as director, officer, staff member, or other duly authorized representative of the association of his or her heirs, executors, administrators, successors, assigns, or legal representative, shall be indemnified by the association for: (a) Reasonable expenses, including, but not limited to counsel fees and disbursements and amounts of judgments, fines or penalties, actually and necessarily incurred in connection with any threatened, pending or completed civil, criminal, administrative or other investigation, proceeding, claim, action, or suit in which such person becomes involved or is threatened with becoming involved, by reason of any act or omission on his or her part in his or capacity as director, officer, staff member or other authorized representative of the association (Action being hereinafter used to mean any investigation, proceeding, claim, action or suit as defined in the Subsection); and (b) Reasonable payments made by such persons as a prejudgment settlement or in satisfaction of any post judgment order of fine or penalty imposed in connection with any action in which such person becomes involved in his or her capacity as director, officer, staff member or other authorized representative of the association.
Provided, however, that no director, officer, staff person or other duly authorized representative of the association shall be indemnified of the above outlined expenses if (1) the pertinent actions shall be settled by agreement predicted on the existence of such person's willful misconduct or negligence; (2) such person shall be adjudged in such actions to have engaged in wilful misconduct or criminal acts or omissions, or to have acted negligently in the performance of his or her duties to the association, unless any such misconduct or negligence did not relate to matters of sufficient consequence to warrant the withholding of the indemnity herein provided; or (3) any such judgments or settlements are payable to the association itself.

Section 2. Determination. The Board of Directors acting, if feasible, by a quorum consisting of persons not parties to or involved in such action, shall make the final and conclusive determination of all matters under the provisions of this Article and, when making such determination, may rely on the written opinion of the association's legal counsel. 

Section 3. Expenses. If so decided by the Board of Directors acting in accord with Section 2 above, expenses incurred which are subject to indemnification hereunder may be advanced by the association prior to final disposition of the action, provided that the association shall first receive assurances from the recipient of such advances that such advances will be repaid if it shall ultimately be determined by the Board that the recipient is not entitled to indemnification. 

Section 4. Rights. The rights of indemnification herein provided shall be in addition to any other rights to which those to be indemnified may otherwise be entitled by agreement, vote of directors, operation of law or otherwise, and shall be available whether or not the claim asserted against such person is based upon matters which antedate the adoption of this Article XXI. 

Section 5. Force and Effect. If any word, clause or provision of this Article XXI or any indemnification made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be effected thereby, but shall remain in full force and effect.

ARTICLE XXIII
DISSOLUTION

Upon the dissolution of the association, after payment of all indebtness of the association, any remaining funds, investments and other assets of the association shall be distributed in accordance with the laws of the State of Illinois and in the manner determined by affirmative vote of two thirds (2/3) of the then members of the Association.