AMENDED AND RESTATED
BYLAWS OF COFFEE PARTY USA
January 14, 2015
ARTICLE I. NAME.
The name of this corporation is “Coffee Party USA” (hereinafter “the Organization”).
ARTICLE II. OFFICES.
The Organization shall have and continuously maintain in the District of Columbia a registered office, and may have such other offices within or without the District of Columbia as the Board of Directors may from time to time designate.
ARTICLE III. MEMBERS.
Section 1. Who Shall be Members. The members of the Organization shall consist of all persons who subscribe to the principles of the Coffee Party, who apply for membership as set forth in this Article III, and who pay the annual or monthly dues specified by the Board of Directors. The Board of Directors shall have the power to decline the application of any person for membership on any basis deemed appropriate by the Board of Directors
Section 2. Member Application. A person may apply for membership via the Organization’s web site, by mail, or in any other way authorized by the Board of Directors. Prospective members shall provide such information as may be required by the Board of Directors to demonstrate their compliance with the membership requirements set forth in these Bylaws.
Section 3. Classes of Membership. The Organization shall have one class of members.
Section 4. Term. The term of any membership shall be one calendar year for annual members and one calendar month for monthly members from and after the date the member has qualified for or renewed his or her membership. Any member may resign at any time upon written notice to the Treasurer of the Organization (any resignation to take effect as specified therein or, if not so specified, upon receipt by the Treasurer ), and shall be considered to have resigned if the member’s dues are not timely paid. Any member may be removed at any time, with or without cause, by a vote of at least two-thirds of the members of the Board of Directors.
Section 5. Membership Responsibilities and Privileges. Membership responsibilities and privileges will be established by the Board consistent with the Organization’s mission and goals. The Board will periodically evaluate the established responsibilities and privileges for their value and effectiveness for the members.
Section 6. Annual Membership Vote. Matters required by law, by the Articles of Incorporation, or by these Bylaws, to be put to the membership for decision, and other matters which the Board of Directors determines should be put to the membership for decision, shall be considered by the membership by means of a vote over the Internet in May or June of each year. Notice stating the matters to be considered and method of voting will be sent to all members via the e-mail address on file with the Organization at least fifteen (15) calendar days prior to the final date on which votes will be accepted. Only those individuals who are paid-up members as of March 31st and continue in good standing as of the date of the membership vote shall be entitled to vote.
Section 7. Special Membership Votes. A special meeting of the members, including a vote of members over the Internet, may be called at any time by the President or by a majority of the Board of Directors. A special meeting or vote may also be convened by an affirmative showing of at least one-fifth of the members in good standing. Notice of a special meeting or vote shall be delivered to the members not less than five (5) calendar days before the meeting or vote.
Section 8. Notice. Any notice required or desired to be provided to members under these Bylaws may be sent by e-mail; provided that, any member may request, in applying for membership, that the member be notified in writing. Notice in writing may be delivered or mailed to the member at his or her address shown on the records of the Organization. If notice is delivered via regular mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.
Section 9. Waivers of Notice. Whenever any notice is required to be given to any member under any provision of law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the member entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any member at a meeting, in person, or the casting of a vote over the Internet by such member, without objection to the lack of notice of such meeting, shall also waive notice by such member.
Section 10. Quorum. Members representing at least five percent (5%) of the total number of members entitled to vote, who in fact cast votes in any vote over the Internet, or are represented in person, or on a conference telephone call, shall constitute a quorum at a meeting of members for the transaction of any business. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 11. Proxies. No member may cast a vote by proxy.
Section 12. Vote. Each individual member shall have one (1) vote. Whenever any corporate action is to be taken by vote of the members, it shall, except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, be authorized by a majority of the votes cast over the Internet or at a meeting of members by the members entitled to vote thereon.
Section 13. Presiding Officer and Secretary. The President or other Officer designated by the Board of Directors shall preside over the meetings of members. At any meeting of the members, if neither the President, Vice President, nor a person designated by the Board of Directors to preside at the meeting shall be present, the members present shall appoint a presiding officer for the meeting. The Secretary shall act as the secretary of such meeting.
If neither the Secretary or Assistant Secretary is present, the person presiding at the meeting shall act as or appoint a secretary of the meeting.
ARTICLE IV. BOARD OF DIRECTORS.
Section 1. Duties and Powers. The affairs of the Organization shall be managed by the Board of Directors. Directors need not be residents of the District of Columbia.
Section 2. Number and Positions. (a) The number of Directors of the Organization shall be no fewer than three (3) and no more than twelve (12). The positions of director shall include a President/Director; a Secretary/Director; a Treasurer/Director; and zero (0) to nine (9) other members of the Board. Each Director position shall be assigned to a particular Work Group of the Organization.(b) The number of Directors and/or the nature of positions may be increased, decreased or modified from time to time by amendment to the Bylaws. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. The number of Directors shall never be fewer than three.
Section 3. Term. (a) The first Board of Directors of the Organization shall consist of those persons named in the Articles of Incorporation or other persons who have been duly appointed as Directors under the preceding Bylaws to fill any vacancy. Thereafter, the members shall elect Directors as provided in section 4 of this Article IV, each Director to hold office for a term of three years, beginning on July 1 of the fiscal year, unless sooner terminated as set forth in these Bylaws, resignation, or until his or her successor has been duly elected and qualified.
(b) No person may serve more than three (3) consecutive terms as member of the Board of Directors. No person may serve as a member of the Board of Directors for more than nine (9) years occurring during any period of twelve (12) consecutive years.
Section 4. Qualifications and Election. (a) No elected official at any level, and no person who is a candidate for elected office at any level, in a partisan election, may serve as a Director. A person holding, or who is a candidate for, a non-partisan office, is eligible to serve as a Director. No person may serve as a Director for any term unless they are a member by the assigned date and maintain an active membership. No person may serve on the Board of Directors who has not attained the age of eighteen (18). No person may serve as a Director who has engaged in a pattern of conduct that is unprofessional, inflammatory, or detrimental to the interests of, or reflects discreditably on the Coffee Party, as determined by the Board of Directors. No person may serve who has not signed the Civility Pledge. No person may serve who has not signed the Non-disclosure Agreement. No person may serve who has not signed a mediation agreement.
(b) There shall be appointed by the Board of Directors, no later than April 1st of each year, an Elections Committee with a make up of three (3) to eight (8) persons. The Board Development Workgroup will recommend members for the Election Committee and oversee their work.. The Elections Committee will work under the guidance and direction of the Board Development Work Group. Members of the Elections Committee must be members of the Organization in good standing but need not be members of the Board of Directors.
(c) Any person desiring to serve on the Board of Directors for any term beginning on July 1 of any year shall submit an application form to the Organization, and agree to complete the process as outlined by the Board Development Work Group and approved by the Board.
(d) It shall be the responsibility of the Elections Committee, under the guidance of the Board Development Work Group, to review all applications, vet all applicants based on policies and procedures, outlined by the Board Development Work Group and adopted by the Board of Directors, determine which applicants merit a follow-up interview, conduct such interviews and, for each Board position, no later than a date to be determined by the Board of Directors, nominate up to three candidates whom the Committee considers to be the three most qualified individuals who have applied for such position.
(e) On or before June 1 of each year, candidates will be presented for each position, in such form as shall be approved by the Election Committee, under the guidance of the Board Development Work Group The candidate presentations shall be posted online; and on that date, mail paper ballots to those members who have indicated pursuant to Article III, section 9 hereof, that they wish to received notices in writing. On or before a date to be determined by the Board between May 31 and the first date for voting, the Organization shall send an e-mail to all other members of the Organization in good standing with instructions as to how they may cast their votes electronically for candidates of Board positions. All written ballots must be postmarked on a date no later than the third calendar day preceding the deadline for casting online ballots. All electronic votes must be cast by 11:59 pm Hawaii Time on the third Tuesday of June.
(e) Any deadline set forth in this Article IV, section 4, may be extended by the Board of Directors for a period of up to sixty (60) days.
(f) The three-year terms of the Directors shall be staggered such that one Officer and other three Directors are elected each year as follows:
2015-2018 Secretary and three (3) Directors, and then every three years
2016-2019 Treasurer and three (3) Directors, and then every three years
2017-2020 President and three (3) Directors, and then every three years
Section 5. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled, by the affirmative vote of a majority of the remaining members of the Board of Directors at any annual, regular or special meeting. A Director elected and qualified to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.
Section 6. Removal of Directors. During the first ninety (90) calendar days of the term of any Director, such Director may be removed without cause by a vote of a majority of the other members of the Board of Directors. At any time thereafter during the term of a Director, such Director may be removed only for cause, upon a vote of at least two-thirds of the other incumbent Directors; provided that such action is taken at a meeting of the Board of Directors called expressly for that purpose and provided further, that the Director whose removal is to be considered at that meeting shall be provided notice of the meeting and an opportunity to be heard at that meeting in his or her defense. Cause for removal shall include, but not be limited to, failure to attend three (3) or more consecutive meetings of the Board of Directors.
Section 7. Resignations. Except as otherwise required by law, any Director of the Organization may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Organization. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.
Section 8. Quorum of Directors and Action by the Board. Unless a greater proportion is required by law, a majority of the number of Directors shall constitute a quorum for the transaction of business. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the Directors constituting a quorum at a meeting of the Board shall be the act of the Board of Directors.
Section 9. Meetings of the Board of Directors. An annual meeting of the Board of Directors shall be held in person at such time as is prescribed by the Board. The Board shall also convene a regular meeting at least once during each calendar month via conference call, in which all Directors can hear and speak to other Directors, on such date as is prescribed by the Board. Special meetings of the Board of Directors may be called by or at the written request of the President or any one Director. Written or e-mail notice stating the place, day and hour of a special meeting, and, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) calendar days before the date of the meeting, by or at the direction of the President, or the Secretary, or the Director(s) calling the meeting, to each Director entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid, addressed to the director at his or her address as it appears on the records of the Organization. A Director’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Director for the purpose of objection to the transaction of business because the meeting is not lawfully called or convened. Except as otherwise set forth herein, in the Articles of Incorporation, or by law, neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors, need be specified in the notice or waiver of such meeting.
Section 10. Informal Action by Directors; Meetings by Conference Telephone. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors shall be filed with the minutes of proceedings of the Board of Directors.
Except for the annual meeting to be held in person as set forth in Article IV, section 9 of these Bylaws, or as otherwise restricted by the Articles of Incorporation or these Bylaws, any or all Directors may participate in a meeting of the Board of Directors or of a Work Group of the Board of Directors by means of conference telephone, the Internet or by any means of communications by which all persons participating in the meeting are able to hear or communicate with one another, and such participation shall constitute presence in person at the meeting.
Section 11 Compensation of Directors. The Organization shall not pay any compensation to Directors for services rendered to the Organization, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Organization in reasonable amounts as set forth by the Board.
Section 12. Local Chapters. The Board of Directors may, by resolution, adopt criteria to be met by local chapters of the Organization in order to be officially recognized by and affiliated with the Organization, and procedures for applying for and obtaining such recognition and affiliation, which procedures may require a determination by the Board to recognize a particular chapter.
ARTICLE V. WORK GROUPS
Section 1. Work Groups. In addition to the Board Development Work Group provided for in Article IV, Section 4, there shall be other Work Groups of the Organization, to perform the functions needed to support and achieve the mission of the organization, as determined from time to time by the Board of Directors.
Section 2. At least three (3) months prior to each election, the Board of Directors will inform the Board Development Work Group of needed skills and functions for the incoming positions. Following each election, Directors will match their skills, interests and aptitude with work groups in need of a liaison.
Section 3. Chair of Work Groups. The Chair of each Work Group shall be appointed by the Director of that Work Group. The Chair of a Work Group may be removed from that position with or without cause by the Board of Directors. Work Group Chairs must be members in good standing.
Section 4. No Effect on Board Authority or Responsibility. The designation and appointment of any Work Group and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or such individual Director by law.
ARTICLE VI. OFFICERS, AGENTS AND EMPLOYEES
Section 1. Officers. The President/Director elected by the members shall serve as President; the Secretary/Director elected by the members shall serve as Secretary; and the Treasurer/Director elected by the members shall serve as Treasurer, each for a term coterminous with his or her term as Director as provided in Article IV, section 4. The Board of Directors may also, at the beginning of the term of the other Officers, elect a Vice President.
Section 2. Term of Office and Removal. Each Officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified. Any Officer may be removed by a two-thirds vote of the Board of Directors at a duly-constituted meeting whenever in its judgment the best interests of the Organization will be served thereby. The election or appointment of an Officer shall not of itself create contract rights.
Section 3. Powers and Duties of Officers. Subject to the control of the Board of Directors, all Officers as between themselves and the Organization shall have such authority and perform such duties in the management of the property and affairs of the Organization as may be provided in these Bylaws or by resolution of the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices. The Officers shall, as needed, act as an Executive Committee.
- President. The President shall preside at all meetings of the Board of Directors and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office in accordance with policies and directives approved by the Board of Directors. The President will lead the Strategy Work Group.
- Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board of Directors.
- Secretary. The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Organization, if any; and he or she shall have authority to affix the same to any instrument requiring it; and, when so affixed, it may be attested by his or her signature. The Board of Directors may give general authority to any officer to affix the seal of the Organization, if any, and to attest the affixing by his signature. The Secretary will lead the Board Development Work Group.
- Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds and securities of the Organization; keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Organization, and shall deposit all monies and other valuable property of the Organization in the name and to credit of the Organization in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts no less frequently than quarterly. He or she shall at all reasonable times exhibit the books and accounts to any Officer or Director of the Organization, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall from time to time be assigned by the Board. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his or her duties as the Board may require, for which he or she shall be reimbursed. The Treasurer will lead the Legal/Accounting Work Group.
Section 4. Agents and Employees. The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board of Directors may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.
Section 5. Compensation of Officers, Agents and Employees. The Organization may pay compensation in reasonable amounts to Officers for services rendered, such amounts to be fixed by a majority of the Board of Directors. The Organization may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be fixed by the Board or, if the Board delegates power to any Officer or Officers, then by such Officer or Officers.
The Board may require Officers, agents or employees to give security for the faithful performance of their duties.
Section 6. Filling of Vacancies. Any vacancy in any office shall be filled by a person appointed by the Board of Directors, which person shall otherwise be qualified for such office in accordance with these Bylaws and shall serve for the unexpired term of the office or until his or her successor shall have been duly elected and qualified.
ARTICLE VII. CONFLICT OF INTEREST.
Section 1. Definitions.
(a) Interested Person. Any Director or Officer who has a direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization currently has or is negotiating a transaction or contractual arrangement;
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest.
Section 2. Procedures. (a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must immediately disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors when considering the proposed transaction or arrangement.
(b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest.
(i) An interested person may make a presentation at the Board meeting, but after the presentation, he/she shall leave the meeting during discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.
(ii) The President shall, if appropriate, appoint a disinterested person or Work Group to investigate alternatives to the proposed transaction or arrangement.
(iii) After exercising due diligence, the Board shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 3. Violations of the Conflicts of Interest Policy
(a) If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary corrective action.
Section 4. Records of Proceedings. The minutes of the Board shall contain:
(a) The names of the persons who disclose or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation. A voting member of the Board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
ARTICLE VIII. MISCELLANEOUS.
Section 1. Fiscal Year. The fiscal year of the Organization shall begin on July 1 of each calendar year or such other date as may be fixed by the Board of Directors.
Section 2. Corporate Seal. The corporate seal shall be circular in form, shall have the name of the Organization inscribed thereon and shall contain the words “Corporate Seal” and “District of Columbia” and the year the Organization was formed in the center, or shall be in such other form as may be approved from time to time by the Board of Directors.
Section 3. Checks, Notes and Contracts. The Board of Directors shall determine who shall be authorized from time to time on the Organization’s behalf to sign checks, drafts or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 4. Regulations Pertaining to Fundraising. The Board of Directors may promulgate from time to time by resolution any rules, regulations or restrictions it deems to be necessary or desirable with regard to the acceptance of gifts, bequests and/or contributions by the Organization, including without limitation restrictions as to the amount and/or source of such gifts, bequests and/or contributions.
Section 5. Budget. The Treasurer shall prepare and present to the Board annually, by such time as is directed by the Board, an annual budget; and the Board shall, after considering that budget and making such changes as it shall deem necessary and appropriate, adopt such annual budget.
Section 6. Books and Records to be Kept. The Organization shall keep at its principal office in the District of Columbia minutes of the proceedings of the members and of meetings of the Board of Directors. All such minutes may be inspected by any member having voting rights, or the member’s agent or attorney, for any proper purpose at any reasonable time.
Section 7. Amendment of Articles and Bylaws. The Articles of Incorporation may be amended by a majority vote of the members in accordance with the District of Columbia Code. Bylaws of the Organization may be adopted, amended or repealed by a vote of at least two-thirds of the incumbent members of the Board of Directors.
Section 8. Indemnification and Insurance. Unless otherwise prohibited by law, the Organization shall indemnify any Director or Officer, any former Director or Officer, any person who may have served at its request as a Director or officer of another corporation, whether for profit or not for profit and may, by resolution of the Board of Directors, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by them or imposed on them in connection with any claim, action, suit or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which they may be or are made a party by reason of being or having been such Director, Officer or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which they shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Organization for damages arising out of their own negligence or misconduct in the performance of a duty to the Organization.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines and penalties against, and amounts paid in settlement by, such Director, Officer or employee. The Organization may advance expenses to, or where appropriate may itself at its expense, undertake the defense of any Director, Officer or employee; provided, however, that such Director, Officer or employee shall undertake to repay or reimburse such expense if it ultimately determined that he or she is not entitled to indemnification under this Article.
The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such Director, Officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors or otherwise, and shall not restrict the power of the Organization to make any indemnification permitted by law.
The Board of Directors may authorize the purchase of insurance on behalf of any Director, Officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person’s status as a Director, Officer, employee, or agent or out of acts taken in such capacity, whether or not the Organization would have the power to indemnify the person against that liability under law.
In no case, however, shall the Organization indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986 as may now be in effect or as hereafter may be amended.
If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Section 9. Loans to Directors and Officers. No loans shall be made by the Organization to its Directors or Officers.