Bylaws
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COUNCIL OF AMERICAN SURVEY RESEARCH ORGANIZATIONS, INC.
Adopted in 1975
Amended 1980, 1981, 1983, 1985, 1992, 1995, 1996, 1997, 2001

©1997 - 2001 CASRO® - Council of American Survey Research Organizations®. All Rights Reserved. First Adopted 1975.

Revised as needed.

Article I

NAME


The name of this association is the Council of American Survey Research Organizations, Inc. (the "Council").

Article II

PURPOSES


1. The purposes of the Council, as set forth in its Certificate of Incorporation shall be:

2. To foster and promote the best interests of those corporations, partnerships, firms and associations who are engaged in the survey research industry;

3. To promote the establishment, maintenance and improvement of professional standards in survey research;

4. To promote the expansion of survey research as an activity;

5. To act as the spokesman on issues confronting the survey research industry;

6. To promote a mechanism of communications and education to the public and key groups about the contributions of the survey research industry to the public welfare;

7. To promote the rights, protect the privacy and insure against the abuse of the public in activities relating to survey research;

8. To report periodically to membership on sponsored activities and other events related to the above objectives;

9. To issue magazines, bulletins, leaflets or other publications, and to prepare, gather, receive, distribute and disseminate literature and information for the purposes stated herein; and

10. To accept, receive and maintain gifts, donations, devises, bequests, endowments and funds both general and special, and to administer the same and apply the principal and income thereof or either the principal or income for the purposes expressed herein.

Article III

SCOPE AND LIMITATIONS

Section. It shall be definitely understood that all information, collected or distributed by the Council, regarding costs, prices or charges, shall pertain only to past and closed transactions, and that no part of the machinery of this Council shall be permitted to be used to fix prices for survey research organizations' services or to allot territory among members or to limit the amount of service rendered clients, and no information shall be distributed respecting prices that any member of the Council intends or expects to ask for its services or any part thereof.

Article IV

MEMBERSHIP

Section 1. It is the intent of CASRO to offer membership to all organizations that meet the eligibility requirements described below. These requirements are intended to foster a membership of organizations that are directly and substantially involved in the business of full-service survey research. For purposes of these Bylaws, organization is defined as a business entity with a separate and distinct name used consistently in the public domain.

Section 2. Membership in the Council shall be open to all for-profit organizations operating in the United States (Section 3) whose principal business (Section 4) is full-service survey research (Section 5).

Section 3. Marketing research or polling departments of companies whose principal business is other than survey research and whose marketing research or polling department primarily serves the research needs of that company are ineligible for membership. Organizations whose only business is doing merchandise or service audits are also ineligible for membership. Eligible members must have been actively engaged in the United States for at least one year in the design, conduct, and analysis of survey research dealing with the opinions, attitudes, perceptions, and behavior of people. Provided, however, that the one-year operating requirement shall not apply to any organization established or owned, in whole or in part, by a person who has served for three or more years as a principal or alternate CASRO representative so long as it qualifies under all other criteria.

Section 4. An organization's principal business shall be full-service survey research if that organization either: a) derives over 50% of its total annual gross operating revenue from full-service survey research (no dollar minimum), or b) realizes annual gross operating revenue from full-service survey research activities (as defined in Section 3) of at least $500,000. Organizations that are departments, divisions, subsidiaries, or are otherwise owned and/or managed by parent organizations must qualify for membership in their own right, including specifically meeting requirement 4.b. above.

Section 5. For purposes of these Bylaws, full-service survey research is defined as a study in which data are gathered from respondents by asking questions and replies are furnished by individuals in a conscious effort to provide answers. Data may be gathered in person, by mail, over the telephone or interactively on-line, and simultaneously from groups or individuals one at a time. Doing full-service survey research means that the organization routinely renders, or arranges for by subcontracting parts of projects, complete (full) survey research services, including but not limited to study design, questionnaire preparation, sample design, interviewing, data processing, statistical analysis, and report writing in conformity with generally-accepted professional standards and with the CASRO Code of Standards and Ethics.

Section 6. Any organization that is a member of the Council at the time these revised Bylaws are adopted and no longer qualifies for membership according to these revised Bylaws, remains eligible for membership so long as it meets the eligibility criteria under which it was originally accepted as a member.

Section 7. As a condition of membership each organization agrees in writing to abide by the Code of Standards and Ethics, which, as revised from time to time and approved by a majority of members, is automatically incorporated into these Bylaws.

Section 8. On election to membership, each member shall designate in writing a principal representative and an alternate, actively connected with that survey research organization (both of whom are sometimes hereafter referred to as either the authorized or accredited representative) to act as its accredited representative in its relations with the Council, and in voting or acting upon any matters requiring the vote or action of members. A change in principal representative and/or alternate may be made at any time, by written notice to the headquarters of the Council.

Section 9. In the event that an organization such as a division or subsidiary qualifies for membership in the Council and the parent or an affiliate does not so qualify, then, as a condition of membership, the authorized representative and alternate representative of the qualifying survey research organization must be persons actually engaged in the management or conduct of the qualifying survey research organization as a part of their day-to-day activities. Further, the qualifying member, when or if reporting sales, financial, or compensation data as a part of Council-sponsored surveys, agrees to maintain its U.S. survey research activities as a separate entity for purposes of participation in Council activities.

Section 10. Except as may be otherwise provided by law, or by the Certificate of Incorporation, or by these Bylaws, the rights, privileges, dues, fees, responsibilities and terms of membership shall be determined by the Board of Directors. Application for membership shall be filed with the Chairman of the Board of Directors or Secretary of the Council on a form provided therefor which shall contain such information as the Board of Directors may require.

Section 11. In acting upon applications for membership, the Board of Directors shall exercise its discretion with the object of promoting the purposes of the Council, and shall have full power to examine and determine all questions bearing upon the eligibility of the application. The approval of two-thirds of the membership of the Board of Directors, whether at a regular or special meeting or by mail, shall be required for the election of members. The Board of Directors may, but need not, cause to be issued certificates or cards to evidence membership in the Council.

Section 12. Any member who is in default in the payment of dues for more than 90 days may be suspended from the benefits of membership by the action of the Chairman of the Board of Directors, but shall remain subject to all of the duties and liabilities of membership. Should such default continue for 180 days beyond due date, membership shall automatically terminate, unless the Chairman of the Board of Directors extends the date of termination for such period as he/she may deem advisable; provided, however, that in no event may such extension run for more that one year from due date without the approval of the Board of Directors.

Section 13. A member may be expelled, suspended or censured by action of the Board of Directors for failing to comply with the requirements of these Bylaws, including the Code of Standards and Ethics, but an expulsion from membership may only be effected by a two-thirds vote of the members of the Board at a regular or special meeting called for that purpose. The Board may charge the Standards Committee to consider a complaint against members, but any final action to censure, suspend or expel a member must be voted upon by the Board. Any censure, suspension or expulsion of a member, other than for non-payment of dues, shall not be declared until the member shall have been given full opportunity to be heard by the Board in accordance with the rules of procedures adopted by it. The member whose censure, suspension or expulsion is to be considered by the Board shall be entitled to not less than 10 days prior written notice, by registered or certified mail, as to the date, time and place when and where the Board will consider and act on the charges, which notice shall include a statement of the charges and advise the member of its right to be heard at such Board meeting prior to the taking of any action by the Board. No director representing the complaining or complained against member shall be qualified to vote.

Section 14. A member may resign at any time by tendering a resignation in writing to the Chairman of the Board of Directors or the Secretary. Dues shall be payable until the end of that fiscal year.

Section 15. Membership in the Council in no way implies endorsement of the professional practices of the members by the Council, and no member shall claim that such endorsement exists. No member may use the fact of his membership for promotional proposes except in specified ways that shall be approved by a two-thirds majority vote of the membership.

Article V

MEETING OF MEMBERS

Section 1. The annual meeting of the members of the Council for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting, shall be held on the date and at the time fixed, from time to time, by the Directors, provided, that the first annual meeting shall be held on a date within six months after the filing of the Certificate of Incorporation of the Council and each successive annual meeting shall be held on a data within thirteen months after the date of the preceding annual meeting.

Section 2. Special meetings of members may be called at any time by the Chairman of the Board of Directors, by a majority of the Board of Directors, or by one-third of the members of the Council.

Section 3. A notice of every meeting, stating the date, time and place, and in the case of a special meeting the purpose or purposes thereof, shall be mailed, postage prepaid, at least three months before the annual meeting and two weeks before a special meeting, to each member at its post office address as it appears on the books of the Council. Notice by mail shall be deemed given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another rime, not more than thirty days hence and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Directors, after adjournment, fix a new record date for the adjourned meeting.

Section 4. At all meetings of members there shall be present, either by authorized representative or proxy, one-third of the members in order to constitute a quorum for the conduct of business. Every proxy must be in writing executed by the member or by the authorized representative of the member.

Section 5. At all meetings of members only such members shall be entitled to vote, by authorized representative or by proxy, as shall appear in good standing on the books of the Council on the data 10 days immediately preceding any such meeting ("record date").

Section 6. Each member shall be entitled to one vote, that vote to be cast by its duly accredited representative as set forth in Article IV, Section 7 herein.

Section 7. Except as otherwise specifically provided in these Bylaws or in the General Corporation Law of the State of Delaware, any action in which members are entitled to vote shall be authorized by a majority of the votes cast at a meeting at which a quorum is present. Any action required by the General Corporation Law of the State of Delaware to be taken at a meeting of members or any action which may be taken at a meeting of members except for the election or removal of directors, may be taken without a meeting, without prior notice unless provided otherwise in these Bylaws, and without a vote, if a consent in writing is signed by a majority of the membership, except that Bylaw amendments and alteration of membership eligibility requirements shall, as provided in Articles XI and IV, require the written consent of two-third of the membership. Any request for such consent shall be sent to the entire membership by registered mail. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those members who have not consented in writing.

Section 8. Annual and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix.

Section 9. Meetings of the members shall be presided over by either of the following officers in the order of seniority and if present and acting -- the Chairman of the Board of Directors or the Chairman-Elect of the Board of Directors, and if neither of the foregoing is in office and present and acting, then, by a Chairman to be chosen, by the members present. The Secretary of the Council, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary or an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

Article VI

BOARD OF DIRECTORS


Section 1. The property and business of the Council shall be managed by its Board of Directors, consisting of at least nine (9) and not more than twenty-five (25) persons. The members of the first Board shall be those persons selected as directors by the incorporator and shall hold office until the first annual meeting of members, and until their successors are elected and qualified or until their earlier resignation or removal. Except for the initial Board selected by the incorporator, only persons who are, at the time of election, authorized or accredited representatives or employees of members ("representatives") shall be eligible for election as directors, provided, however, that the Board may elect and appoint a President, who shall be a voting member of the Board. Except for the initial Board selected by the incorporator, there shall be seven (7) classes of directors in that (i) three (3) of the directors shall be representatives of members with annual United States gross revenues from survey research and/or auditing research and other research sources combined for the member's last fiscal year, ("gross annual research revenues") of less than five million dollars ("Class 1"); (ii) three (3) of the directors shall be representatives of members with gross annual revenues of five million dollars or more ("Class 2"); and (iii) three (3) of the directors shall be representatives of any member without regard to the member's gross annual research revenues ("Class 3"). Class 4 directors shall be elected by virtue of having completed one term as Chairman of the Board of Directors. Class 5 directors shall consist of any Chairman or Chairman-Elect whose Board term will expire prior to completion of the term of office to which he has been elected. A Class 6 director shall be the Treasurer. A Class 7 director shall be a Past Chair of the Board of Directors whose Term as Chair expired at least five years preceding the term of office as a Class 7 director. While the aforesaid classes have been established to obtain broad representation on the Board, there shall be no distinction between classes on the Board and all directors upon election shall be equal in all respects. No director may be removed during his term due to the fact that subsequent to his election there has been a change in the gross annual revenues of the member he represents or by virtue of the fact that such director is no longer associated with the member he represented at the time of election. Upon completion of a first term as Chairman, the incumbent will automatically be elected as a Class 4 director for a term of two (2) years. The Class 1,2, or 3 directorship thereby vacated will be filled as provided for in the Bylaws for any vacancy.

Section 2. Not less than three months before each annual meeting, the Chairman of the Board of Directors shall appoint a Nominating Committee of five persons to serve until the next Nominating Committee is appointed. The immediate past Chairman of the Board of Directors, if there be one, shall serve as Chairman of the Nominating Committee. If there be no immediate past Chairman of the Board of Directors or if he is unable to serve, the Board Chairman then in office shall appoint a Chairman of the Nominating Committee from among the representatives of the members. Subject to the approval of the Board of Directors, the remaining four members of the Nominating Committee shall be selected equally from among the membership of the Board of Directors, and from representatives of members not represented thereon. It shall be the duty of the Nominating Committee to decide upon nominees for the Board of Directors. The Nominating Committee's report and list of nominees for the Board of Directors shall be mailed to all members at least sixty (60) days prior to the annual meeting of members. Additional nominations for the Board of Directors may be made by petition. Each petition must be signed by at least five (5) CASRO members in good standing and must be submitted to the CASRO office thirty (30) days prior to the annual meeting. Nominations shall be made separately for Class 1, Class 2, and Class 3 directors as specified in Article VI, Section 1, so that qualified persons nominated for Class 1 or Class 2 directors and not elected may be nominated from the floor for election as Class 3 directors. In addition, nominations shall be made for a Class 6 director and a Class 7 director.

Section 3. The members of the Board shall be elected by the membership at the annual membership meeting of the Council. A plurality of the votes cast shall elect, and voting may, but need not, be by ballot. Elections shall first be held for Class 1 and Class 2 directors. The term of office for each Class 1, Class 2, and Class 3 directors shall be three years, and the term of office for the Class 6 director and the Class 7 director shall be one year, and until their successors are elected and qualified. At each subsequent annual meeting, four directors will be elected, one from Class 1, Class 2, or Class 3, and Class 6. If the election of a Class 4 director creates a vacancy in a Class 1, Class 2, or Class 3 directorship, that vacancy shall be filled as specified in Article VI, Section 1 of the Bylaws. Newly-elected directors' terms shall begin on January 1 of the year following their election. After the annual election of directors, the sitting Board of Directors shall meet at the same annual membership meeting and elect the Chairman of the Board of Directors, the Chairman-Elect of the Board of Directors, and the Secretary from among all sitting or newly-elected directors. Board officers' terms shall begin on January 1 of the year following their election and end on December 31 of that year, when their successors are duly elected and shall qualify. In the event the Treasurer, the Class 6 director, is a member of the Board in another class that other class shall not be deemed vacant and the Treasurer shall, upon completion of his term as a Class 6 director, revert to his other Board position if that term has not expired. No Chairman of the Board of Directors may serve as Board Chairman for two consecutive years. If a duly-elected Chairman or Chairman-Elect's term on the Board of Directors is due to expire, he shall remain a member of the Board of Directors as a Class 5 director. The Chairman-Elect shall succeed the current Chairman automatically.

Section 4. No member of the Board of Directors shall be immediately re-elected after he has served two consecutive three-year terms.

Section 5. Any member of the Board of Directors may be removed for cause at any regular or special meeting of the members, by two-third of the votes of a quorum of members (see Article V, Section 4), either in person or by proxy, provided due notice of the purposes of such meetings has been given as required by Article V, Section 3 of these Bylaws. The office of any director or officer shall become and be deemed vacated if he shall cease to be connected with a survey research organization qualified for and maintaining membership in the Council.

Section 6. Vacancies in the Board of Directors (including those resulting from the removal of a director) or in any office occurring between annual meetings shall be filled for the unexpired term of vacancy by a majority vote of the remaining Board Members, at the next regular meeting of the Board or at a special meeting called for that purpose. In filling such a vacancy, the Board shall seek the advice of the Nominating Committee, but the advice of the Nominating Committee shall not necessarily be binding upon the Board.

Section 7. Regular meetings of the Board of Directors shall be held not less than three times in each year. The first meeting shall be held within 90 days after the annual membership meeting. The time and place of all other regular meetings, if not determined by the Board, shall be fixed by the Chairman of the Board of Directors and notice thereof shall be mailed or telegraphed by the Secretary at least 30 days prior to the appointed time. Special meetings of the Board may be called at the request of the Chairman of the Board of Directors or any three members of the Board, and notice thereof shall be mailed or telegraphed by the Secretary at least ten days prior to the appointed time. At all meetings of the Board of Directors the Chairman of the Board of Directors shall preside, and in his absence, the Chairman-Elect of the Board of Directors shall preside. Directors meetings may be held within or without the State of Delaware.

Section 8. The Board of Directors may adopt such rules and regulations for the conduct of its meeting and the management of the affairs of the Council as it may deem proper, not inconsistent with these Bylaws. Any question regarding the correct interpretation of the Bylaws shall be settled by the Board of Directors by a majority vote.

Section 9. A majority of the Board of Directors shall constitute a quorum for the conduct of business at any meeting of the Board. Proxies shall not be valid at any Board of Directors meeting.

Section 10. The Board of Directors, subject to the direction of the members, shall have the management control and disposition of the affairs, property and funds of the Council.

Section 11. The Board of Directors shall approve an annual operating budget, and shall arrange for an independent audit of the books of the Council at least once each year. The Board of Directors shall approve the salary or pecuniary compensation of all officers of the Council and may authorize contracts made on behalf of the Council, but no member of the Board shall receive any pecuniary compensation from the Council.

Section 12. The Chairman of the Board of Directors, subject to the approval of a majority of the Board, shall annually appoint the following committees:

a. Membership Committee

The Chairman of the Board of Directors shall appoint a Membership Committee, which shall make recommendations to the Board pertaining to any application for membership. The Committee shall consists of three members of the Board of Directors and two members of the Council who are not members of the Board.

b. Standards Committee

The Chairman of the Board of Directors shall appoint a Standards Committee, which shall make recommendations to the Board of Directors regarding any members against whom a complaint is made for failing to comply with the requirements of these Bylaws, including the Code of Standards for Survey Research. The Committee shall consist of three members of the Board of Directors and two members of the Council who are not members of the Board of Directors.

c. Government Affairs Committee

The Chairman of the Board of Directors shall appoint a Government Affairs Committee, which shall be charged with making recommendations to the Board of Directors with respect to measures or activities, whether actual or proposed, by any governmental entity that would affect the conduct of survey research or the survey research industry. These recommendations may include educational and public relations programs directed toward specific measures or issues, direct or indirect lobbying, the making of campaign or other political contributions and any other related activity that is permitted by law and may be deemed to be appropriate. The Government Affairs Committee shall consist of three members of the Board of Directors, three members of the Council who are not members of the Board and the designated representatives from three organizations who shall qualify as Associate Members of the Council under Article VIII of these Bylaws. The Chairman-Elect of the Board of Directors shall be a member of the Government Affairs Committee and shall serve as chairman of that committee.

Section 13. The Chairman of the Board of Directors shall also appoint, subject to the approval of the Board of Directors, such other committees from among the membership of the Council as may be necessary to carry out the purposes of the Council.

Article VII

OFFICERS


Section 1. The officers shall be a Chairman of the Board of Directors, a Chairman-Elect of the Board of Directors, a Treasurer, a Secretary, and a President, of all whom, with the exception of the Treasurer and the President, must have been elected as Directors.

Section 2. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and member meetings, shall serve as the chief executive officer and a principal representative of the Council, and shall conduct other duties as described in these Bylaws. The Chairman-Elect of the Board of Directors shall perform such duties as may be assigned by the Board of Directors or the Chairman of the Board of Directors. He shall succeed to the duties and responsibilities of the Chairman of the Board of Directors in the absence or disability of that officer.

Section 3. The President shall act as the chief operating officer of the Council and a principal representative of the Council, and perform such other duties as may be assigned by the Board of Directors or Chairman of the Board. The President shall serve for such term or terms at a level of compensation as may be determined by the Board of Directors.

Section 4. The Treasurer shall have the care and custody of all the functions and securities of the Council, and deposit the same in the name of the Council in such bank or banks as the Board of Directors may elect. He, or such other officers or employees as may be designated by the Board, shall sign all checks, drafts, notes and orders for the payment of money. He shall give a bond to be paid by the Council, in the amount to be determined by the Board of Directors, for the faithful performance of his duties.

Section 5. The Secretary shall keep the minutes of the Board of Directors meetings, Executive Committee meetings, and also the minutes of the meetings of members. He shall be specifically responsible for recording in appropriate manner and detail the minutes of all sessions of the Board of Directors. He shall attend to the giving and certifying of all notices of the Council. He shall have charge of such books and papers as the Board of Directors may direct. He shall also keep a book containing the names, alphabetically arranged, of members and their eligible organizations, showing their places of business, the names of their authorized representatives, and the date when they respectively became members. The Board, at the recommendation of the Secretary, may appoint an Assistant Secretary who shall be a member of the headquarters staff.

Section 6. Any officer of the Council may be removed as an officer with or without cause by a vote of two-thirds of the total number of members of the Board of Directors at a meeting duly called and held for this purpose.

Article VIII

ASSOCIATE MEMBERS

Section 1. Any organization automatically shall become an Associate Member of the Council for the twelve (12) months immediately following the date on which such organization makes a qualifying contribution to the Council as determined by the Board of Directors. A qualifying contribution may consist of a financial contribution or a contribution of services.

Section 2. Associate Members of the Council may participate in the affairs and activities of the Council only to the extent permitted by the Board of Directors or by Article VI Section 12c of these Bylaws. Associate Members shall be entitled, at least once per calendar year, to receive a report from the Board of Directors describing the activities undertaken by the Government Affairs Committee and accounting for the status or disposition of any contribution made to the Council by Associate Members during the calendar year.

Article IX

FUNDS

Section 1. The funds of the Council shall consist of the dues paid by members; initiation fees if any; income from services or publications the Council may provide to the extent the Board of Directors shall decide to levy a separate charge therefor; contributions made by Associate Members of the Council; any gifts, devises or bequests that the Council may receive; and any income or interest that may accrue to the Council from or as a result of the Council's current funds.

Section 2. The current funds of the Council shall be used by the Board of Directors to accomplish the purposes of the Council.

Section 3. The Board of Directors shall establish and maintain a Government Affairs Fund out of the current funds available to the Council. Any contributions made to the Council to further the Council's governmental affairs activities shall be added to the Government Affairs Fund and shall be use solely in connection with these activities. The Government Affairs Fund shall be carried as a separate account in the Council's books and records and shall be accounted for separately from other current funds of the Council. Disbursement may be made out of the funds available in the Government Affairs Fund only at the direction of the Board of Directors or an Executive Committee of the Board of Directors duly assigned that responsibility.

Article X

ANNUAL DUES


Section 1. The Council's fiscal year shall begin on January 1st and end on December 31st. However, the Council's first fiscal year shall commence on the date of incorporation and end on December 31st, next following incorporation. Any subsequent changes therein shall be determined by the Board of Directors.

Section 2. The Board of Directors shall establish a schedule of dues which shall remain in effect until changed by a subsequent vote of the Board of Directors.

Section 3. Each member shall pay dues based on the volume of its gross business in the United States during the member's most recently completed fiscal year. No member shall be required to state its actual volume but to name annually to the Treasurer, on his call, the class into which its volume falls. It is understood that the company is in-honor bound not to name a smaller classification than that into which its volume actually falls. As of January 1, 1981, annual dues are payable in the month of January of each year.

Article XI

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 1. Except as otherwise provided by the General Corporation Law of the State of Delaware, any person made party to any action, suit or proceeding, civil, criminal or administrative (other than an action by or in the right of the Council), by reason of the fact that he, his testator in intestate, is or was a director, officer or employee of the Council shall be indemnified by the Council against the reasonable expenses, including attorneys' fees, judgments, and accounts paid in settlement, actually and reasonably incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, provided he, or the party represented by a fiduciary, acted in good faith and in a manner he reasonably believed to be in the best interests of the Council, or with respect to a criminal action, provided he had no reason to believe his conduct was unlawful. With respect to actions by or in the right of the Council, persons who are made parties thereto by reason of the fact that they or the fiduciaries represented by them are or were directors, officers or employees of the Council, shall be indemnified by the Council to the extent authorized by Section 145(b) of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

Article XII

AMENDMENTS


Section 1. These Bylaws, including the Code of Standards for Survey Research, may be amended at any membership meeting or by the written consent of the membership. For an amendment to be adopted at a membership meeting, an affirmative vote by at least two-thirds of authorized representatives of the members represented, either in person or by proxy, shall be required. If by written, the written consent of at least two-third of the membership shall be required. Whether at a membership meeting or by written consent, notice of the proposed amendment shall be sent to each member at least 30 days prior to the meeting at which it is to be voted upon, or the date on which written consents are requested. A copy of such amendment, if adopted, shall be sent to each member within 30 days of such adoption.

Article XIII

WAIVER OF NOTICE AND WRITTEN CONSENT BY DIRECTORS

Section 1. Whenever, under the provisions of these Bylaws, the members or the Board of Directors are authorized to hold any meeting after notice or after the lapse of any prescribed period of time, such meeting may be held without notice and without such lapse of time, by a written waiver of such notice or of such lapse of time signed by all of those persons entitled to vote. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of members or directors need be specified in any written waiver of notice. Attendance of a member or director at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 2. Any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if all of the members of the Board or Committee, as the case may be, consent thereto in writing.

Article IV

CONSTRUCTION


Section 1. All pronouns and any variations thereof, as used in these Bylaws, shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons, firm or firms may require. Section 2. The titles or captions of Articles, as contained in these Bylaws, are for convenience of reference only and shall not be deemed part of the context of these Bylaws. 



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