Purpose & Background

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THE CLAN KEITH SOCIETY USA, INC. BYLAWS

TITLE 8: AMMENDMENTS

8.1. Amendments to Articles of Incorporation. Any change in the articles of incorporation of the Corporation is not adopted unless the following has occurred:

1. Each proposal is submitted to the board of directors for a recommendation to the membership of the Corporation as to whether the proposal should be adopted, be adopted with amendments, or be rejected, and the board's reasons for their recommendation. If due to a conflict of interest of a member of the board, or some other special circumstances, there is no recommendation, the board shall transmit the proposal to the membership with no recommendation, and state the reason no recommendation is made. The board may condition its recommendation with any reasonable stipulations it deems appropriate.
2. Proposals may be initiated by a vote of the board of directors, or by any two members of the Corporation.
3. The recommendation of the board concerning the proposal will be sent, along with the text of their proposal, to the membership of the Corporation either with the notice of the meeting at which the proposal is to be presented, or with the mail ballot concerning the proposal, as appropriate under Section 3.4 or 3.8 of these bylaws.
4. When the proposal is presented for consideration at a meeting of the membership of the Corporation, it is open to any amendments or other action as the membership approves, without limitation.
5. No proposal to change the articles of incorporation is adopted unless two-thirds of the members affirmatively voting, with a quorum present at a meeting, or with a quorum of ballots when voted upon by mail, approve the proposal.
6. Once adopted, no change is effective until it is filed with the Georgia Secretary of State as required by the Code.

8.2. Amendments to Bylaws. The members or the Board of Directors of the Corporation may amend these Bylaws of the Corporation as provided in Sections 14-3-1020 through 14-3-1022, inclusive, of the Official Code of Georgia Annotated.