Walter
H. McClenon Fund, Inc.
December
2014 Amended Bylaws
Preamble
This document contains the
Bylaws of the Walter H. McClenon Fund, Inc., a
I. Conservation
of the Fund Endowments
A. Endowments
The Fund shall maintain at
least two endowments, a General Endowment and a Special Endowment, which shall
be accounted for separately on the books of the Fund and shall not be
commingled. The Special Endowment shall
be used solely for charitable and educational purposes, as interpreted by the
Internal Revenue Service. The Special
Endowment shall be a charitable trust of which the Walter H. McClenon Fund,
Inc., shall be the corporate trustee, and shall be managed in accordance with
the Declaration of Trust.
B. Conservation of the General Endowment
1. The
corpus of the General Endowment shall not be decreased in amount by the
officers of the Fund or by the Board of Trustees (hereinafter known as the
Board), and shall be increased annually by reinvestment of income by an amount
not less than one dollar, except as provided in section 1B5 of this By-law, or
in the Articles of Incorporation. The
General Endowment shall also be increased on account of any capital gifts to
the General Endowment.
2. Each
year a part of the investment income of the General Endowment, which shall be not less than one dollar nor more than one-half (50%) of the
investment income, shall be retained for possible reinvestment by the
Board. The President shall present to
the annual meeting of the Board a recommendation concerning the use of this
retained income. The Board shall direct
by majority vote how the retained income shall be utilized, which may be by
reinvestment as an addition to the corpus, by its investment as a reserve
established for the loss of value of investments or for other contingencies, or
by its contributions to organizations qualified to receive contributions from
the Fund, provided that the above reinvestment requirement may not be
disregarded.
3. No
capital gain received on the sale of any assets of the General Endowment nor
any gift to the General Endowment designated by its donor as a capital gift may
be distributed or given away. Any such
income shall be reinvested, either as an addition to the corpus of the General
Endowment or as a reserve, as the Board shall direct.
4. Any
gift to the General Endowment that is not designated by its donor either as a
capital gift or as an operating gift shall be treated by the officers of the
Fund as a capital gift unless the Board shall otherwise direct.
5. If
at any time, as a result of unprofitable investments, capital losses, or
otherwise, there is an impairment of the corpus of the General Endowment, at
least two-fifths (40%) but not more than one-half (50%) of the annual
investment income must be retained and applied to the restoration of the corpus
to its original value, until such time as the corpus shall be restored either
from income, from reserves, or from gifts; and until the restoration is
completed no new investments which have a speculative character (as defined in
Article Two of these By-laws) shall be made.
If, as a result of a decline in the market price of securities or
otherwise, it appears that the assets of the General Endowment could not be
sold for an amount equal at least to the corpus of the General Endowment, only
one dollar should be added to the corpus annually, and any further retained
income should be utilized as a reserve until the assets of the Fund are
sufficient to be sold for an amount equal at least to the corpus.
C. Conservation of the Special Endowment
1. The
corpus of the Special Endowment shall not be decreased in amount by the
officers of the Fund or by the Board, and shall not be increased in amount
except on account of capital gifts to the Special Endowment.
2. Contributions
from the Special Endowment shall not exceed income from the Special
Endowment. All net income received by
the Special Endowment shall be given away in the year in which it is received
or the following year. All contributions
by the Special Endowment shall be made either out of income from the current
year or retained income from the previous year.
No income by the Special Endowment shall be retained beyond the year
following the year in which it was received.
3. No
capital gain received on the sale of any assets of the Special Endowment nor any gift to the Special
Endowment designated by its donor as a capital gift may be distributed or given
away. Any such income shall be
reinvested, either as an addition to the corpus of the Fund or as a reserve, as
the Board shall direct.
4. Any
gift to the Special Endowment that is not designated by its donor either as a
capital gift or as an operating gift shall be treated by the officers of the
Fund as a capital gift unless the Board shall otherwise direct.
II. Investment
Policy
A. Investment
of Endowments
The resources of the
endowments of the Fund are to be invested by the Board (provided that the Board
may delegate the authority to invest funds) in such income-producing securities
or other assets as offer the highest rate of return compatible with a margin of
safety at least comparable to that of blue-chip common stocks. Among the forms
in which the resources of the Fund may be invested are United States government
obligations, bonds issued by state or local governments, corporate bonds,
mortgages, insured savings deposits or insured time savings certificates,
preferred stocks listed on a major stock exchange, shares in mutual funds
holding the above securities, and other investments having at least a
comparable degree of safety that may be approved by the Board. Other types of
investments having a lesser degree of safety may be made, but shall be
considered to be speculative and shall be subject to the restrictions imposed
on such investments. The resources of the Fund shall not be invested in any
securities primarily with the expectation of any appreciation in market price
or any capital gain rather than with the expectation of receiving income, except
as a speculative investment.
B. Not Restricted to Legal Lists
No endowment of the Fund shall be restricted in its
investments by any so-called legal list (enumerating securities in which
fiduciaries shall be permitted to invest funds under their control) maintained
by the
C. Non-Permitted
Investment Practices
The fund shall not:
1. buy or sell options on securities
(puts or calls) or commodity futures;
2. attempt to acquire control or
management of any business;
3. buy securities on margin, or sell
securities short;
4. purchase more than one-tenth (10%)
of the securities of any one class issued by any one company, except mortgages
on real estate or bonds secured by such mortgages;
5. invest more than one-half (50%) of
its resources in the same company or business, except in
6. invest more than one-fourth (25%) of
its resources in assets which have a speculative character, as defined above;
7. undertake any independent industrial
or commercial enterprise.
D. Investments
for Social Purposes
No speculative investment
should be made with the primary purpose of furthering social ends rather than
of obtaining income from the investment.
E. Unproductive
Assets
Not over one-tenth (10%) of
the assets of the Fund should at any time be invested in unproductive property
or non-income-producing assets (such as checking accounts or office equipment),
and such investments should, if practicable, be made out of annual income
rather than constituting a diversion of funds formerly invested productively.
III. Grants and Contributions Policy
A. Grants
and Contributions in General
1. Contributions
and grants to organizations of the types described in Article Six of the
Articles of Incorporation shall be made by the Fund out of each of its
endowments upon approval by the Board. Contributions may be made to projects,
organizations, or programs having the characteristics set forth in Chapter C of
Article Six in the Fund's Articles of Incorporation. No contribution may be made from any
endowment to any project, organization, or program having the characteristics
set forth in Chapter F or Chapter G of Article Six in the Fund's Articles of
Incorporation.
2.
2a. Contributions and grants out of the General Endowment annually
shall equal at least one-half of the net operating income of the General
Endowment, where the net operating income is defined as the sum of the
investment income and all gifts designated by their donors as operating gifts
minus the operating expenses. The total of such contributions shall not be
greater than the net operating income minus one dollar. The net annual income of the General
Endowment that is required to be distributed shall be given away as
contributions and grants either in the year in which it is received or in the
following year.
2b. All net income of the Special Endowment shall be given away as
contributions and grants either in the year in which it is received or the
following year.
B. Evaluation
Process
1. The Board shall evaluate each organization from which a request for a contribution or grant has been received by the Fund, based on the Board's decision as to the appropriateness of a contribution by the Fund from one of its endowments. There shall be two parts to the evaluation process. The first part shall be the tracking and assignment of an evaluation status by the Fund. The second part, for those organizations which have been evaluated, shall be the assignment of the organization to a category for each endowment. The status of an organization requesting a contribution or grant may be: (a) not currently evaluated; (b) insufficient information for evaluation; (c) evaluation not considered appropriate; (d) evaluated. The categories to which an organization may be assigned when it is evaluated may be: (a) ineligible for contributions; (b1) not selected for contributions due to financial concerns; (b2) not selected for contributions due to eligibility concerns; (b3) not selected for contributions for other reasons; (c) eligible for contributions but not currently nominated; (d) eligible for contributions and currently nominated; (e) eligible for contributions and permanently nominated. An organization shall have a single evaluation status assigned by the Fund that applies to all endowments. An organization that has been evaluated shall have a separate evaluation category assigned for each endowment.
2. The President shall maintain a list of all organizations that have either requested contributions from the Fund or received contributions from the Fund. This list shall, at a minimum, identify the name, last known address, evaluation status, categorization in each endowment, total amount if any contributed from each endowment, and date of the last report on each organization. The list shall also identify organizations that have sent recent requests for contributions that have not been evaluated.
3. At each meeting of the Board, the President shall more specifically provide the following lists of organizations:
(a) organizations that are not evaluated from which recent requests for contributions have been received and are in need of evaluation;
(b) those which are eligible but not
currently nominated for contributions from each endowment;
(c) those which are eligible and either
currently or permanently nominated for contributions from each endowment.
4a. The evaluation by the Board of any organization that has requested contributions will normally be done on the advice of an ad hoc committee of one Trustee. The President shall request Trustees to agree to be appointed to advise and report to the Board on each organization that has recently requested contributions that is not currently evaluated, and shall include the organization on the list of organizations that are not currently evaluated. The President may appoint an ad hoc committee to advise and report to the Board on any other organization.
4b. The President may, but is not required to, drop any organization from the list of organizations from which recent requests for contributions have been received, if no Trustee has agreed to advise on categorization of the organization within six months after the request was received.
5. An ad hoc committee to advise on categorization may request additional information from the organization, and shall present a written report including a recommendation as to category for contributions from each endowment. The Board shall consider the committee's written report and shall assign the organization to a category for contributions from each endowment, which may be any of the categories provided in subsection 1, above.
6. At
any meeting of the Board, the Board may change the categorization of any
organization.
7. At
any meeting of the Board, the Board may instruct the Treasurer to make a
contribution from an endowment to any organization which was, immediately prior
to that meeting, categorized by that endowment either as eligible and currently
nominated, or as eligible and permanently nominated. By a two-thirds vote the Board may authorize
a contribution to an organization in any other category.
8. Any organization which was eligible and currently nominated
for a contribution from an endowment to which a contribution is approved shall
automatically be recategorized as eligible but not
currently nominated for a contribution from that endowment.
9. Any
organization shall be automatically recategorized as
not currently evaluated after expiration of an ad hoc committee report. An ad hoc committee report shall expire after
five years after its presentation to the Board unless the Board shall specify a
shorter period for its expiration; however, a report that an organization provided
insufficient information for evaluation shall expire in three years.
C. Controversial
Organizations
The fact that an
organization may be considered controversial shall not be a material factor in
deciding whether contributions should be made to it if the organization is
otherwise qualified under the Articles of Incorporation and the By-laws to
receive contributions from the Fund.
D. Activities
Eligible for Contributions
Contributions may be made
from the General Endowment or Special Endowment for:
1. cooperation between and among potentially hostile groups.
2. economic, social, industrial, or political reform.
3. equality of educational opportunity.
4. civil liberty or human freedom.
5. rehabilitation of persons suffering from a special handicap.
6. economic self-sufficiency of a disadvantaged group.
7. research likely to lead to social improvement.
E. Activities
Eligible for Contributions from the General Endowment
Contributions may be made
from the General Endowment for:
1. information available to voters (but only if not oriented in
favor of any privileged group).
2. lobbying for legislation in accordance with the objectives
of the Fund.
F. Organizations
Ineligible for Contributions
No contributions shall be
made from the General Endowment or the Special Endowment for:
1. military operations of any sort.
2. illegal activities, except for limited tests of
constitutionality.
3. music or art, as such.
4. religion or strictly moral reform, as such.
5. relief of individual suffering (except as provided in D-5
and D-6, above.)
6. medical research.
7. profit-seeking
business.
8. resistance to change (including most `ecology' and
`environmental' groups).
9. any advantaged or privileged group.
10. any political action committee (PAC),
partisan political campaign fund, or other organization receiving contributions
from donors and distributing them to candidates for elective office.
11. any organization which lacks
well-defined goals or objectives, or whose objectives are inconsistent with
those of the Fund, or which, if successful, would not further the general
welfare.
12. any organization which appears more
concerned with fund-raising than with any program.
G. Organizations Ineligible for Contributions from the Special
Endowment
No contributions may be made
from the Special Endowment to:
1. any organization which engages in
lobbying or attempts to influence legislation;
2. any organization that is not exempt
from federal income tax under section 501(c)(3) of the Internal Revenue Code;
3. any organization to which a
contribution would imperil the 501(c)(3) status of the Special Endowment.
H. Additional Rules on Categorization
Any organization that is
categorized as ineligible for contributions from the General Endowment shall also
be categorized as ineligible for contributions from the Special Endowment.
IV. Members
A. Membership
by Office
All Trustees of the Fund and
former Trustees of the Fund shall be entitled to membership in the Fund for
life. All principal officers of the Fund
who are not Trustees or former Trustees shall be entitled to membership in the
Fund while in office and for a period of two years thereafter.
B. Membership
by Donation
1. A
gift to the General Endowment of the Fund shall entitle a person to membership
in the Fund for one calendar year, as follows: before 1 January 2001, $10; from
1 January 2001 to 31 December 2001, $15; on and after 1 January 2002, $20.
2. A
gift to the General Endowment of the Fund shall entitle a person to membership
in the Fund for three calendar years, as follows: before 1 January 2001, $25;
from 1 January 2001 to 31 December 2001, $40; on and after 1 January 2002, $50.
3. A
gift to the General Endowment of the Fund shall entitle a person to membership
in the Fund for life, as follows: before 1 January 2001, $100; from 1 January
2001 to 31 December 2001, $150; on and after 1 January 2002, $200.
4. A
gift to the Special Endowment of the Fund shall entitle a person to membership
in the Fund for one calendar year, as follows: before 1 January 2001, $20; from
1 January 2001 to 31 December 2001, $30; on and after 1 January 2002, $40.
5. A
gift to the Special Endowment of the Fund shall entitle a person to membership
in the Fund for three calendar years, as follows: before 1 January 2001, $50;
from 1 January 2001 to 31 December 2001, $75; on and after 1 January 2002,
$100.
6. A
gift to the Special Endowment of the Fund shall entitle a person to membership
in the Fund for life, as follows: before 1 January 2001, $200; from 1 January
2001 to 31 December 2001, $300; on and after 1 January 2002, $400.
C. Membership
Rolls
l. Any
person entitled to membership under the provisions of either section A or
section B of this By-law Four shall cease to be considered a member if:
a. It has been more than 14 months since the Fund has received
any communication from the person; or
b. The person has made a written request to be suspended or
removed from membership.
2. The
Secretary shall maintain a list of members.
The list shall be used in determining a quorum of members.
3. Any
person entitled to membership but suspended from membership under the
provisions of section C.1 of this By-law may be restored to full membership by
written request for restoration.
V. Trustees
A. Number
of Trustees
The Board of Trustees shall
be composed of eleven Trustees.
B. Election
of Trustees
l. The
election of Trustees by the members for annual terms shall be by mail ballot.
2. The Secretary or President of the Fund shall send a notice
to all members of the Fund, no later than 10 January, requesting nominations
for trustees, including self-nominations.
3. The names of all candidates for the Board of Trustees shall
be placed on the ballots which shall be mailed to the members of the Fund. The
ballots also shall provide space for a number of write-in votes equal to the
number of seats on the Board of Trustees.
4. Ballots shall be mailed to the members of the Fund not later
than 1 February. Each ballot shall be accompanied by a postage-paid outer
return envelope on which the member shall indicate a return address and an
inner envelope in which the ballot shall be enclosed which shall itself be
enclosed in the outer envelope. Ballots shall be accepted if they are
postmarked not later than 23 February and received
not later than 28 February.
5. If the number of ballots received constitutes a quorum for
the purpose of the election of Trustees, those persons receiving the largest
numbers of votes shall be elected to the Board of Trustees. Any vacancy
resulting from a tie vote or from fewer persons receiving any votes than the
number of seats on the Board of Trustees shall be filled by the members at the
annual meeting of members. If the number of ballots received does not
constitute a quorum for the purpose of the election of Trustees, the Board of
Trustees shall be elected by the members at the annual meeting of members.
C. Vacancies
Any vacancy on the Board of
Trustees may be filled by election by the members at a special meeting of the
members called for that purpose. Any such special members' meeting shall be
called to immediately precede a quarterly or special meeting of the Board of
Trustees.
D. Voting by Ballot
Any election of Trustees at
any meeting of members shall be by ballot if the number of persons nominated
shall exceed the number of persons to be elected, and shall also be by ballot
even if the number of persons nominated shall not exceed the number of persons
to be elected if any member present shall request that voting be by ballot.
VI. Officers
A. Officers
The principal officers of
the Fund shall be elected for annual terms at the annual meeting of the Board
of Trustees.
B. Vacancies
Any vacancy in any principal
office of the Fund shall be filled by special election at the next meeting of
the Board, provided that a vacancy may be filled at a special meeting of the
Board only if the special meeting was called for the purpose of filling the
vacancy.
C. Voting by Ballot
Any election of any
principal officer of the Fund at any meeting of the Board shall be by ballot if
more than one person shall have been nominated for an office, and shall also be
by ballot even if only one person shall have been nominated if any Trustee
present shall request that voting be by ballot.
D. Majority
Required
No person shall be elected
as a principal officer except by a majority of the votes cast. If no person receives a majority, the person
or persons receiving the least number of votes shall be eliminated, and a
runoff election shall be conducted among the remaining persons.
E. Multiple
Offices
Two of the principal offices
of the Fund may be held by one person only if neither of those
offices is that of President.
F. Criteria for President
In accordance with the
traditions of the unincorporated fund to which the Fund is successor, the
Trustees shall seek, as President, a person who has a progressive outlook.
VII. Meetings
and Quorums.
A. Types of Meetings
There shall be three types
of meetings of the Board of Trustees of the Fund: annual meetings, quarterly
meetings and special meetings. There
shall be two types of meetings of the members of the Fund: annual meetings and special meetings.
B. Notice
of Meetings of Board
l. Meetings
of the Board may be called by the President or the Vice-president. Ten days
written notice must be given of any annual or quarterly meeting, amendment to
the declaration of trust of the Special Endowment, or of any special meeting at
which the Board is to consider any charter question or any amendment to these
By-laws. Four days written or oral
notice must be given of any other special meeting of the Board.
2. If
any Trustee shall distribute to all other Trustees written notice of any
charter question, amendment to the declaration of trust of the Special
Endowment, or any amendment to these By-laws, then the same resolution shall be
considered at the next annual, quarterly or special meeting of the Board of
which ten days written notice shall have been given.
C. Notice
of Meetings of Members
Meetings of the members may
be called by the President or by the Board.
Ten days written notice of any meeting of the members shall be required.
D. Quorum
l. Trustees
For the purposes of
considering any charter question (as defined below), a majority of the
qualified Trustees shall constitute a quorum.. For the purpose of considering any amendment
to these By-laws, five Trustees shall constitute a quorum. For all other purposes, including the
evaluation of organizations and the approval of contributions, four Trustees
shall constitute a quorum.
2. Members
A
majority of the members of the Fund shall constitute a quorum of the membership
for the purpose of considering any charter question. For all other purposes, including the
election of Trustees, forty percent of the qualified Trustees shall constitute
a quorum.
E. Location
of Meetings
Meetings of the Board and of
the members may be held at any place within the
F. Annual
Meeting of Board
The annual meeting of the
members of the Fund shall normally be held on the first Monday in March, but
the Board may by majority vote fix a different day in March. The annual meeting of the Board of Trustees
shall be held immediately following the annual meeting of the members.
G. Quarterly
Meetings of Board
There shall be three
quarterly meetings of the Board in addition to the annual meeting. The first such meeting shall normally be held
on the first Monday in June, the second such meeting on the second Monday in
September, and the third such meeting on the first Monday in December. The Board may by majority vote reschedule
these meetings by fixing other dates in May or June, in August or September,
and in November or December, respectively.
H. Order of Business
1. The
order of business for the annual meeting of members shall be: approval of minutes of last meeting of
members; reports of officers; election of Trustees, if required; action on any
charter questions for which written notice shall have been given; any other
business.
2. The
order of business for a special meeting of members shall be: approval of minutes of last meeting of
members; reports of officers; election of Trustees, if required; action on any
charter questions for which written notice shall have been given; any other
business.
3. The
order of business for the annual meeting of the Board of Trustees shall be:
approval of minutes of last meeting of the Board of Trustees; approval of
report of Auditing Committee; report of the Treasurer for the quarter; report
of the President; any other reports; any postponed business; any questions for
which written notice shall be required and shall have been given; election of
officers for the following year; action on the file of grant requests; any
other new business.
4. The
order of business for a quarterly meeting of the Board of Trustees shall be:
approval of minutes of last meeting of the Board of Trustees; report of the
Treasurer; report of the President; any other reports; any postponed business;
any questions for which written notice shall be required and shall have been given;
election of officers, if necessary to fill vacancies; action on the file of
grant requests; any other new business.
5. The
order of business for a special meeting of the Board of Trustees shall be:
approval of minutes of last meeting of the Board of Trustees; report of the
President, if appropriate; any other reports; any postponed business; any
questions for which written notice shall be required and shall have been given;
election of officers, if necessary to fill vacancies; any other new business
specified in call of meeting.
VIII. Voting
by the Members
A. Charter
Questions
The approval of the members
shall be required for any of the following types of proposals, hereinafter
referred to as charter questions: amendments to the Articles of Incorporation;
plans of liquidation, dissolution, consolidation, or merger; or proposals to
distribute, spend or give away any part of the corpus. The Board shall have the authority to submit
any non-binding or advisory resolution to a vote by the members. The Board shall, in its discretion, decide
whether any vote of the members shall be by mail or at a meeting.
B. Voting by Mail on Charter Questions
1. If
the Board chooses to submit a question to a mail vote, the Secretary of the
Fund shall, as soon as possible, mail to each member of the Fund, at his or her
last known address, a verbatim copy of the proposed amendment, plan, proposal,
or resolution; a ballot on which the member may vote for or against the
resolution; a postage-paid outer return envelope; and an inner envelope in
which the ballot shall be enclosed which shall itself be enclosed in the outer
envelope. In order to assure both that
only authorized members may vote and that the votes of members remain secret,
the outer envelope or a separate slip of paper enclosed therein shall be signed
by the member, and the inner envelope enclosed within the outer envelope. The signature shall be validated by the
Secretary prior to the opening of the inner envelope and the counting of the
ballots.
2. Ballots
shall be accepted if they are postmarked not more than thirty days after the
date of the mailing of the ballots by the Secretary to the members and received
not more than thirty-five days after the mailing of the ballots.
3. No
vote by mail of any charter question shall be valid unless ballots, including
blanks, are returned by a majority of the members of the Fund. Any resolution on which the vote is invalid
due to lack of response by a quorum shall be considered to have failed and
shall be reconsidered only if renewed de novo by the Board.
C. Voting
at Meetings
1. If
the Board chooses to submit a question to a vote at a meeting of the members,
the Board may schedule the question for either an annual meeting or a special
meeting of the members called by the Board for the purpose of considering the
question. Any such special meeting of
the members shall only be held immediately before a quarterly meeting of the
Board.
2. No
meeting of the members shall vote on any charter question unless a quorum of a
majority of the members of the Fund is present. Any question on which the
members are unable to act due to lack of a quorum shall be considered to have
failed and shall be reconsidered only if renewed de novo by the Board.
IX. Fiscal
Year
The fiscal year of the Fund
shall run from the first of January to the thirty-first of December.
X. Committees
An Auditing Committee,
consisting of one or more persons, shall be appointed each year in January, for
the purpose of auditing the financial records of the Fund maintained by the
Treasurer. The Treasurer shall not serve on the Auditing Committee. The
Auditing Committee shall be appointed by the President, except that if the same
person shall hold the offices of President and of Treasurer, the Auditing
Committee shall be appointed by the Vice-President. The officer appointing the
committee may appoint himself or herself to the committee. The Auditing
committee shall complete its audit not later than the annual meeting of the
board, to which it shall present its report.
XI. Annual Report
The Treasurer shall annually
prepare a report of the finances of the Fund in the previous year. The annual report of the Treasurer shall be
audited by the Auditing Committee. The
report of the Treasurer and the report of the Auditing Committee shall be
submitted to the annual meeting of the Board of Trustees. The President, not later than March, shall
prepare a report on the activities of the Fund in the previous year, which
shall be distributed to the members of the Fund. The report of the President shall list the
organizations to which contributions have been made, and shall include a
summary or a copy of the financial report of the Treasurer.
XII. Parliamentary Authority
The meetings of the members
of the Fund and of the Board of Trustees shall be conducted in accordance with
the most current edition of Robert's Rules of Order, to the extent that its
provisions are not inconsistent with the Articles of Incorporation and the
By-laws of the Fund.
XIII. Amendments
A. The
Declaration of Trust of the Special Endowment may be amended by a two-thirds
vote of the Board of Trustees at any annual, quarterly, or special meeting,
provided that the amendment shall have been distributed to the Trustees in
writing at least ten days prior to the meeting.
B. These
By-laws may be amended by a two-thirds vote of the Board of Trustees at any
annual, quarterly or special meeting, provided that the amendment shall have
been distributed to the Trustees in writing at least ten days prior to the
meeting.