Proposed amendments to TAPPI Bylaws: a supplement to Solutions!

In accordance with the TAPPI Bylaws, notice of proposed amendments to the Bylaws must be provided to the membership for comment thirty days prior to action by the Board of Directors. Publication in Solutions! and on the Association's website constitutes formal notice. Notice is hereby given that the Board of Directors will consider the proposed amendments to the TAPPI Bylaws described below.

Among other things, the proposed amendments include a change in the titles of TAPPI's Officers. The titles of TAPPI's two elected, volunteer officers would change from President and Vice President to Chair and Vice Chair, respectively. TAPPI's full-time Executive Director would become the President. This change is proposed to reflect the reality of TAPPI's evolving business structure and plan. TAPPI's Executive Director will be expected to function as the chief executive of the Association, under the continuing oversight of the Board of Directors and TAPPI's elected officers. The change of the Executive Director's title to President is proposed in recognition of the heightened responsibilities placed on the Executive Director by the Board.

Comments regarding these proposed Bylaws changes should be directed either in writing or electronically to the TAPPI Executive Director, 15 Technology Parkway South, Norcross, Georgia, 30092 USA, 770-209-7317 (fax), or [e-mail]. Comments should be received on or before Tuesday, February 15, 2005.

CURRENT BYLAWS                       PROPOSED CHANGES

ARTICLE I -- Name
Section 1. The name of this
corporation shall be the Technical
Association of the Pulp and Paper
Industry, Inc., doing business as
"TAPPI".
Section 2. The Association shall
be organized as a nonprofit
corporation under the laws of the
State of Georgia.
Section 3. The Association shall
be governed by its Articles of
Incorporation and these Bylaws.

ARTICLE II -- Purposes
Section 1. To meet the changing
international needs of the
Association, and the industry, its
purposes shall be:
  * To further the worldwide
    application of science,
    engineering and technology in
    the paper and related
    industries.
  * To promote research and
    recognize individual
    achievement.
  * To serve as a worldwide forum
    for the collection,
    dissemination, and interchange
    of technical concepts and
    information in fields of
    interest to Association
    members.
  * To provide outstanding
    education and professional
    growth opportunities.
  * To provide high quality,
    timely and innovative products
    and services relating to the
    above purposes.
Section 2. In the event of
dissolution of the Association and
the discharge of its debts and the
settlement of its affairs, all
funds and properties of the
Association remaining thereafter
shall be conveyed to nonprofit,
tax exempt, scientific
organization(s) with objects and
purposes similar to those of the
Association, such organization(s)
to be designated by the Board of
Directors at the time of
dissolution.

ARTICLE III -- Membership Classes    ARTICLE III -- Membership Classes
Section 1. The membership of the     Section 1. The membership of the
Association shall consist of the     Association shall consist of the
following classifications, which     following classifications, which
are defined as follows for           are defined as follows for purposes
purposes of these Bylaws and the     of these Bylaws and the
Association's affairs.               Association's affairs.
  Member -- An individual who is or    Member -- An individual who is or
  has been engaged in work in the      has been engaged in work in the
  paper and related industries,        paper and related industries,
  including academic institutions.     including academic institutions.
  Associate Member -- An individual    Associate Member -- An individual
  under 26 years of age who is         under 30 years of age who is
  engaged in work in the paper and     engaged in work in the paper and
  related industries.                  related industries.
  Student Member -- An individual      Student Member -- An individual
  who is a fulltime student and a      who is a fulltime student and a
  candidate for a degree in an         candidate for a degree in an
  accredited science and/or            accredited science and/or
  engineering school.                  engineering school.
  Affiliate Member -- An individual    Affiliate Member -- An individual
  or organization who is               or organization who is interested
  interested in the purposes of        in the purposes of the
  the Association and either is        Association and either is not
  not qualified or does not wish       qualified or does not wish to
  to become a Member, Associate        become a Member, Associate
  Member, or Student Member.           Member, or Student Member.
  Sustaining Member -- An              Sustaining Member -- An
  organization, firm or                organization, firm or institution
  institution actively engaged in      actively engaged in the
  the manufacture or conversion of     manufacture or conversion of
  pulp, paper, paperboard or           pulp, paper, paperboard or
  related products or in supplying     related products or in supplying
  raw materials, equipment or          raw materials, equipment or
  services to manufacturers or         services to manufacturers or
  converters of those products.        Converters of those products. The
  The Sustaining Member shall          Sustaining Member shall designate
  designate an employee to act on      an employee to act on behalf of
  behalf of the Sustaining Member      the Sustaining Member with
  with respect to the                  respect to the Association's
  Association's affairs, including     affairs, including voting.
  voting.
                                       Site Member -- A plant, mill, or
                                       facility engaged in work in the
                                       paper and related industries.
                                     The Board of Directors may, from
                                     time to time, establish, modify, or
                                     eliminate one or more classes of
                                     membership.
Section 2. The Board of Directors
is empowered to define the meaning
of related industries,
institutions and services. It is
also empowered to provide such
means of ascertaining the
qualifications, as it may deem
desirable. The Board of Directors
may delegate the powers conferred
by this Section.
Section 3. Candidates for            Section 3. The Board of Directors
admission to the Association for     shall establish criteria for
all membership classifications       admission to membership.
shall make written application on
the form approved by the Board of
Directors or its designee.
Section 4. Only Members, Associate
Members and Sustaining Members
shall be entitled to vote.
Section 5. Only Members and
Associate Members shall be
entitled to hold elected offices
in the Association as described in
Article V.
Section 6. Upon written petition
of any five persons who have
qualified for and are serving
within any of the membership
classifications set forth in
Section 1, or on its own motion,
the Board of Directors may, by a
two-thirds vote of all directors
then serving, suspend or expel
from any membership
classification, or remove from any
office, any person or organization
deemed by the Board of Directors
to have engaged in conduct
detrimental to the best interests
of the Association, or suspend
from any office any person
determined to be unable, due to
physical or mental incapacity, or
for other reasons, to perform the
duties of his or her office.
A suspension from membership or
office may be imposed on an
interim basis without notice or
hearing, provided that the period
of such interim suspension shall
not extend beyond the next meeting
of the Board of Directors.
No individual or organization
shall be subjected to a further
period of suspension, expelled
from membership, or removed from
office until such individual or
organization has had the
opportunity to appear at a regular
or special meeting of the Board of
Directors and to present, in a
time period not to exceed one hour
without the Board of Directors
consent, a defense to the conduct
charged. Any individual or
organization subjected to
suspension, expulsion or removal
may appeal to the Association's
voting membership by petitioning
the Secretary of the Board of
Directors to place the issue on
the agenda at the next regular or
special meeting of the membership,
at which meeting the petitioner
and a spokesman for the Board of
Directors will be allocated by the
presiding officer an equal amount
of time to present their
respective positions. The
petitioner must obtain a majority
of the votes cast at the meeting
in order to reverse the Board's
decision. Any such appeal will not
suspend the effective date of the
suspension, expulsion or removal
from office pending the outcome of
the appeal.

ARTICLE IV -- Dues
Section 1. The dues, initiation      Section 1. Any dues, fees, and
and mailing fees, and other          other charges for membership in the
charges for all membership           Association, whether by membership
classes shall be reviewed on a       class or otherwise, shall be
periodic basis and revised by the    determined from time to time by the
Board of Directors as necessary to   Board of Directors.
meet the needs of the Association.
Section 2. Annual dues are payable
in advance and shall become due on
January 1 of each year. New
members elected after January 1 or
June 30 shall be liable for full
or one-half of the annual dues in
the year of their election.
Section 3. Members whose dues are    Section 3. Members whose dues are
three months in arrears shall be     two months in arrears shall be
placed on the suspended list. If     placed on the suspended list. If
after a reasonable period dues       after a reasonable period dues are
are still unpaid, such members       still unpaid, such members shall be
shall be dropped for non-payment,    dropped for non-payment, after
but only after proper notice of      proper notice of the impending
the impending action is given.       action is given. During the period
During the period of suspension,     of suspension, members shall
members shall receive no service     receive no service from the
from the Association.                Association.
Section 4. Annual dues of            Section 4 deleted
individual members who have          Note: This change does not
retired from active employment may   eliminate the retiree membership
be waived upon application to and    dues options presently in effect.
approval of the Executive            This change merely vests control
Committee. Affiliation with the      over retiree dues with the Board,
Association may then be continued    as is the case with all other forms
through the payment of appropriate   of dues.
fees established by the Board of
Directors.
Section 5. Any member may resign     Section 4. Any member may resign in
in good standing by formal           good standing by formal
notification to the Executive        notification to the President. All
Director. All members who have       members who have resigned in good
resigned in good standing may be     standing may be reinstated without
reinstated without payment of the    payment of the initiation fee.
initiation fee.

ARTICLE V -- Officers
Section 1. The officers of the       Section 1. The officers of the
Association shall be: President      Association shall be: Chair, Vice
Vice President, and Executive        Chair, and President. No individual
Director. No individual may hold     may hold more than one office
more than one office                 simultaneously.
simultaneously.
Section 2. The President and Vice    Section 2. The Chair and Vice Chair
President shall be elected, in the   shall be elected, in the manner
manner provided in Article VIII,     provided in Article VIII, for two-
for two-year terms by a plurality    year terms by a plurality vote of
vote of the voting members.          the voting members. Neither the
Neither the President nor the Vice   Chair nor the Vice Chair shall be
President shall be eligible to       eligible to succeed themselves in
succeed themselves in the same       the same offices.
offices.
Section 3. The Executive Director    Section 3. The President shall be
shall be appointed by an             appointed by an affirmative vote
affirmative vote of two-thirds       of two-thirds of the members of the
of the members of the Board of       Board of Directors, for terms to be
Directors, for terms to be           determined as part of such vote.
determined as part of such vote.
Section 4. The officers of the
Association shall hold office
until their successors have been
elected and installed. Vacancies
occurring before the annual
election may be filled by the
Board of Directors.
Section 5. The term of office of
elected officers and members of
the Board of Directors shall begin
at the close of the Annual
Meeting.

ARTICLE VI -- Duties of Officers
Section 1. The President shall       Section 1. The Chair shall preside
preside at all meetings of the       at all meetings of the Association
Association and shall serve as       and shall serve as chair of the
chairman of the Board of             Board of Directors. He/she shall
Directors. He/she shall carry out    carry out the policies established
the policies established by the      by the Board of Directors.
Board of Directors.
Section 2. In the absence of the     Section 2. In the absence of the
President, or if a majority of the   Chair, or if a majority of the
Executive Committee determines       Executive Committee determines that
that the President is for any        the Chair is for any reason unable
reason unable to serve, the          to serve, the Chair's duties shall
President's duties shall be          be assumed by the Vice Chair upon
assumed by the Vice President upon   the recommendation of the Executive
the recommendation of the            Committee and by an affirmative
Executive Committee and by an        vote of two-thirds of the members
affirmative vote of two-thirds of    of the Board of Directors.
the members of the Board of
Directors.
Section 3. If a majority of the      Section 3. If a majority of the
Executive Committee determines that  Executive Committee determines that
the Vice President is for any        the Vice Chair is for any reason
reason unable to serve, the Board    unable to serve, the Board of
of Directors shall designate one of  Directors shall designate one of
its members to serve out the         its members to serve out the
remainder of the unexpired Vice      remainder of the unexpired Vice
Presidential term.                   Chair's term.
Section 4. In case both the          Section 4. In case both the Chair
President and Vice President are     and Vice Chair are absent or unable
absent or unable to serve, the       to serve, the Board of Directors
Board of Directors shall designate   shall designate one of its members
one of its members to serve as       to serve as Chair pro tempore.
President pro tempore.
Section 5. The President may         Section 5. The Chair may appoint
appoint members of the Association   members of the Association to
to provide formal liaison to other   provide formal liaison to other
associations and/or to serve as      associations and/or to serve as
official representatives at their    official representatives at their
meetings.                            meetings.
Section 6. The Executive Director    Section 6. The President shall
shall manage and direct all          manage and direct all activities of
activities of the Association        the Association subject to the
subject to the policies of the       policies of the Board of Directors
Board of Directors and the           and the oversight of the Chair.
oversight of the President.
The Executive Director shall employ  The President shall employ and may
and may terminate the employment of  terminate the employment of members
members of the staff necessary to    of the staff necessary to carry on
carry on the work of the             the work of the Association and fix
Association and fix their            their compensation within the
compensation within the approved     approved budget. The President
budget. The Executive Director       shall define the duties of the
shall define the duties of the       staff, supervise their performance,
staff, supervise their performance,  establish their titles, and
establish their titles, and          delegate those responsibilities of
delegate those responsibilities of   management as shall be in the best
management as shall be in the best   interest of the Association. The
interest of the Association. The     President shall report directly to
Executive Director shall report      the Chair.
directly to the President.

ARTICLE VII -- The Board of
Directors
Section 1. The general management    Section 1. The general management
of the affairs and property of the   of the affairs and property of the
Association shall be vested in the   Association shall be vested in the
Board of Directors which shall       Board of Directors which shall
consist of the President and Vice    consist of the Chair and Vice Chair
President (each ex officio) and      (each ex officio) and such
fifteen other members nominated as   additional directors nominated and
provided in these Bylaws and         elected as provided in these
elected by the Members as            Bylaws. Until the installation of
hereinafter provided.                new directors in 2006, there shall
                                     be fifteen such additional
                                     directors. Beginning with the
                                     installation of new directors in
                                     2006, the number of such additional
                                     directors shall be reduced by two
                                     each year until the number of such
                                     additional directors reaches nine
                                     in 2008. These reductions shall be
                                     accomplished by electing three new
                                     directors (instead of five) for
                                     installation in 2006 and each year
                                     thereafter.
Section 2. Directors shall serve     Section 2. Directors shall serve
for three-year terms, and their      for three-year terms, and their
terms shall be staggered so that     temrs shall be staggered so that
the terms of approximately one-      the terms of approximately one-
third of the Directors expire each   third of the Directors expire each
year. At least five Members of the   year. At least three Members of the
Association shall be elected each    Association shall be elected each
year at the annual election to       year at the annual election to
serve on the Board of Directors for  serve on the Board of Directors for
a period of three years.             a period of three years.
Section 3. The members of the Board  Section 3. The members of the Board
of Directors shall hold office       of Directors shall hold office
until their successors have been     until their successors have been
elected and installed. Vacancies     elected and installed or until
occurring before the annual          their term expires. Mid-term
election may be filled by the Board  vacancies may be filled by the
of Directors, the directors so       Board of Directors for the
appointed to serve only until those  remainder of the unexpired term.
elected at the next annual election
are installed.
Section 4. The Board of Directors    Section 4. The Board of Directors
shall meet at least three times and  shall meet at least three times and
at such other times as may be        at such other times as may be
required by the officers or upon     required by the officers or upon
written request of a majority of     written request of a majority of
the Board of Directors to the        the Board of Directors to the
President.                           Chair.

ARTICLE VIII -- Nomination and
Election of Officers and Directors
Section 1. The Nominating Committee  Section 1. The Nominating Committee
shall be appointed annually by the   shall be appointed annually by the
President with the advice and        Chair with the advice and consent
consent of the Board. The Committee  of the Board. The Committee shall
shall be chaired by the immediate    be chaired by the immediate Past
Past President and shall consist of  Chair and shall consist of past
past members of the Board of         members of the Board of Directors.
Directors. The members will be       The members will be announced not
announced not later than 60 days     later than 60 days after the close
after the close of the               of the Association's annual
Association's annual meeting. The    meeting. The President shall notify
Executive Director shall notify the  the members of their appointment.
members of their appointment.
Section 2. Members of the Board of
Directors shall be ineligible for
appointment to the Nominating
Committee.
Section 3. Nominations for           Section 3. Nominations for Chair,
President, Vice President, and       Vice Chair, and appropriate
appropriate Directors' vacancies     Directors' vacancies shall be made
shall be made by the Nominating      by the Nominating Committee between
Committee between June 15 and        June 15 and August 1 of the year
August 1 of the year preceding the   preceding the commencement of the
commencement of the terms of the     terms of the positions for which
positions for which nominations are  nominations are required.
required.
Section 4. On or before May 15
individual members or member groups
may submit to the Nominating
Committee the names of individuals
as candidates for the Board of
Directors. The candidates shall be
drawn from the Association's member
groups and be Members of the
Association.
Section 5. On or before August 1 of
each year the Nominating Committee
shall nominate at least one nominee
for each Board position to be
filled at the next annual meeting.
The Nominating Committee shall
secure the written consent of each
nominee to such nomination. On or
before September 1, an announcement
of the nominations shall be
published in Solutions! magazine
and posted on TAPPI's website.
Section 6. Other nominations, if     Section 6. Other nominations, if
signed by at least one percent of    signed by at least one percent of
the voting Members, may be           the voting Members, may be
submitted to the Executive Director  submitted to the President in
in writing on or before November 1,  writing on or before November 1,
and if each nomination so made is    and if each nomination so made is
accepted in writing by the nominee,  accepted in writing by the nominee,
the name of such nominee shall be    the name of such nominee shall be
placed on the election ballot. The   placed on the election ballot. The
election ballot shall give voters    election ballot shall give voters
the options of voting for or         the options of voting for or
against the entire slate or for or   against the entire slate or for or
against the individual candidate(s)  against the individual candidate(s)
for each position.                   for each position.
Section 7. In conducting elections
pursuant to Article VIII, the
Association is authorized to use
any combination of electronic and
paper voting options that the Board
of Directors shall approve in
advance as reasonable and
appropriate, provided the Members
eligible to vote must be given the
option to vote by paper ballot.
Notice as to the composition of the
election ballot and the manner in
which to exercise the options to
vote electronically or by a paper
ballot must be provided in
Solutions! magazine and on TAPPI's
website no later than December 1.
Such notice may also be
supplemented by other written or
electronic forms of notice that are
approved in advance by TAPPI's
Board of Directors.
Section 8. Voting shall close on
January 15 and no votes received
after that date shall be counted.
Section 9. An independent            Section 9. An independent
consulting or professional services  consulting or professional services
firm with appropriate experience     firm with appropriate experience
shall be retained by the             shall be retained by the
Association to assist with the       Association to assist with the
voting process, to independently     voting process, to independently
tally the votes, and to record the   tally the votes, and to record the
results of the election during the   results of the election during the
week following January 15. The       week following January 15. The
winners of the election shall        winners of the election shall
thereafter be announced to the       thereafter be announced to the
membership on TAPPI's website, in    membership on TAPPI's website, in
Solutions! magazine and by such      Solutions! magazine and by such
additional methods as TAPPI's        additional methods as TAPPI's
Executive Director may deem          President may deem appropriate.
appropriate.
Section 10. A plurality of votes
cast with respect to each position
shall determine the winning
candidate for that position. In the
event of a tie, the Board of
Directors shall break the tie. In
the event that a negative voting
option receives a plurality of
votes cast with respect to the
slate as a whole or a particular
position, the Board of Directors
shall fill the vacancies created by
such vote pursuant to Article VII,
Section 3.

ARTICLE IX -- Meetings
Section 1. The Association Annual
Meeting shall be held each year at
a time and place selected by the
Board, and meetings other than the
Annual Meeting of the Association
can be called by the Board of
Directors.
Section 2. The Board of Directors
may delegate to other committees or
member groups its authority to set
the time and place of other
meetings.
Section 3. The rules of
parliamentary procedures contained
in Roberts Rules of Order shall
govern all Association business
meetings and meetings of the Board
of Directors.

ARTICLE X -- Board Committees
Section 1. The Board of Directors
is empowered to establish
committees of the Board for the
purpose of carrying out activities
of the Association. Nominating,
Executive, and Audit Committees
shall be appointed each year.
Section 2. Except as otherwise       Section 2. Except as otherwise
provided in the Bylaws, the          provided in the Bylaws, the Chair
President shall appoint and may      shall appoint and may remove the
remove the chairpersons and members  chairs and members of Board and Ad
of Board and Ad Hoc Committees,      Hoc Committees, acting with the
acting with the advice and consent   advice and consent of the Board.
of the Board.

ARTICLE XI -- Executive Committee
Section 1. The Executive Committee
shall have charge of the
administrative affairs and
investments of the Association and
may make recommendations to the
Board of Directors on matters of
policy.
Section 2. The Executive Committee   Section 2. The Executive Committee
shall consist of the President,      shall consist of the Chair, Vice
Vice President, and Executive        Chair, and President (each ex
Director (each ex officio) and not   officio) and not less than one nor
less than one nor more than three    more than three other members of
other members of the Board of        the Board of Directors as may be
Directors as may be appointed by     appointed by the Board of
the Board of Directors. The          Directors. The Chair shall serve as
President shall serve as chairman    chair of this committee. In the
of this committee. In the            Chair's absence or inability to
President's absence or inability to  serve, this duty shall be assumed
serve, this duty shall be assumed    by the Vice Chair, or in the Vice
by the Vice President, or in the     Chair's absence, the Chair's
Vice President's absence, the        designee.
President's designee.
Section 3. The Executive Committee
shall meet at the time of the
Annual Meeting and at such other
times as may be required by the
officers or upon written request of
a majority of the Executive
Committee.
Section 4. A majority of the
Executive Committee shall
constitute a quorum for the
transaction of business.
Section 5. The Executive Committee
shall have and exercise the
authority of the Board of Directors
in the management of the affairs of
the Association; but the
designation of the Executive
Committee 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 him/her by law.
Section 6. The Executive Committee
shall be responsible for
recommending an annual budget to
the full Board, monitoring of
results, and overseeing the fiscal
condition of the Association.
Section 7. The transfer of funds
from the investment reserves to the
Association's operating budget
shall be consistent with the annual
budget and require authorization by
the Chair of the Executive
Committee. Notice of such transfers
and the reasons therefore shall be
provided promptly to all members of
the Executive Committee.

ARTICLE XII -- Audit Committee
Section 1. The Audit Committee       Section 1. The Audit Committee
shall consist of the members of the  shall consist of the members of the
Executive Committee excluding the    Executive Committee excluding the
Executive Director and any other     President and any other member who
member who is an employee of TAPPI.  is an employee of TAPPI.
Section 2. The Audit Committee
shall recommend to the Board the
appointment of the Association's
auditors, oversee such audits of
the Association, as the Committee
deems appropriate, and receive and
make appropriate recommendations to
the Board regarding audit reports.

ARTICLE XIII -- Member Groups
Section 1. The President or his/her  Section 1. The Chair or his/her
designee shall appoint all member    designee shall appoint all member
group leaders.                       group leaders.
Section 2. The President, with the   Section 2. The Chair, with the
advice and consent of the Executive  advice and consent of the Executive
Committee, may establish or          Committee, may establish or
terminate member groups.             terminate member groups.
Section 3. All member groups must
abide by the Association's rules of
conduct as proscribed by the Board
of Directors.
Section 4. Upon the dissolution of   Renumber Section 4 to Section 5.
any member group and the discharge
of its debts and the settlement of
its affairs, all funds and property
of such member group remaining
thereafter shall be conveyed to the
Association for the general
purposes of the Association.
                                     Insert new Section 4.
                                     Section 4. All officers of member
                                     groups must be members in good
                                     standing of the Association.

ARTICLE XIV -- Student Chapters
Section 1. The President may         Section 1. The Chair may establish
establish or terminate student       or terminate student chapters.
chapters.
Section 2. The activities of the
student chapters shall be
consistent with the Regulations
Governing Student Chapters, which
shall be established by the
Executive Committee.

ARTICLE XV -- Awards
Section 1. The Board of Directors
may annually, by a vote of two-
thirds of the members present at a
regular or special meeting, based
upon the recommendation of the
Nominating Committee, award the
Gunnar Nicholson Gold Medal Award
to an individual who has made
preeminent scientific and
engineering achievements of proven
commercial significance in the
pulp, paper, board, and forestry
industries.
Section 2. The Board of Directors
may annually, by a vote of two-
thirds of the members present at a
regular or special meeting, based
upon the recommendation of the
Nominating Committee award the
Herman L. Joachim Distinguished
Service Award to an individual who
has performed outstanding service
to the Association, including its
councils, committees, divisions,
sections, chapters, and programs.
Section 3. The Board of Directors
may, by a vote of two-thirds of the
members present at a regular or
special meeting, based upon the
recommendation of the Nominating
Committee, confer the title of
Fellow upon any ten-year member of
the Association who has contributed
meritoriously to the Association or
to the industry or to its
technology.
Section 4. Individuals who serve as
officers, directors or employees of
the Association shall not be
eligible during the period of their
service in such positions for the
awards described in Sections 1 and
2.

ARTICLE XVI -- Indemnification
In the event that any person who
was or is a party to or is
threatened to be made a party to
any threatened, pending or
completed action, suit or
proceeding, whether civil,
criminal, administrative or
investigative, seeks
indemnification from the
Association against expenses,
including attorney's fees (and in
the case of actions other than
those by or in the right of the
Association, judgments, fines and
amounts paid in settlement),
actually and reasonably incurred by
him/her in connection with such
action, suit, or proceeding by
reason of the fact that such person
is or was a director, officer,
employee or trustee, of the
Association, or is or was serving
at the request of the Association
as a director, officer, employee
or trustee of another association,
corporation domestic or foreign,
non-profit or for profit,
partnership, joint venture, trust,
or other enterprise, then, unless
such indemnification is ordered by
a court, the Association shall
determine, or cause to be
determined, in the manner provided
under Georgia law whether or not
indemnification is proper under the
circumstances because the person
claiming such indemnification has
met the applicable standards of
conduct set forth in Georgia law;
and, to the extent it is so
determined that such
indemnification is proper, the
person claiming such
indemnification shall be
indemnified to the fullest extent
now or hereafter permitted by
Georgia law.

ARTICLE XVII -- Amendments
Section 1. The Executive Director    Section 1. The President shall
shall submit to the Board of         submit to the Board of Directors
Directors any proposal to amend the  any proposal to amend the Bylaws
Bylaws which shall be petitioned in  which shall be petitioned in
writing by at least one percent of   writing by at least one percent of
the Association's voting members or  the Association's voting members or
by at least five members of the      by at least five members of the
Board of Directors.                  Board of Directors.
Section 2. Notice of each proposed
amendment of the Bylaws shall be
provided to the Association's
membership at least 30 days in
advance of Board action on the
amendment. Notice shall occur by
publication in Solutions! magazine
and on the Association's web site.
Section 3. The proposed amendment
shall be effective upon the
approval by two-thirds of the
members of the Board of Directors.