1.1 Name. The name of the corporation shall be Food Truck Association of Georgia, Inc., a non-profit corporation formed in the State of Georgia.

1.2 Purpose. The purpose of this corporation is to function as a business league to promote the common interests and needs of food truck operators in Georgia; while operating at all times exclusively for public charitable uses and purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code.

1.3 Principal office. The principal office of the corporation will be located at such location within the State of Georgia as is designated in the most recent annual report filed with the Secretary of State of the State of Georgia. Certain books and records are required by these bylaws to be maintained by the corporation at its principal office. The corporation may maintain such additional offices, either within or without the State of Georgia as are necessary or convenient for the operation of its business.

1.4 Registered office. The registered office of the corporation will, at all times, be located within the State of Georgia. The registered office is the office at which service of process may be served on the corporation and may, but need not, be the same as the principal office. The registered office of the corporation may not be changed without filing a notice of the change with Secretary of State of Georgia.

2.1 Members. There shall be one class of member of this corporation. The voting and other rights of each member shall be equal. No member shall hold more than one membership in the corporation.

2.2 Non-liability of members. No member of the corporation shall be personally liable for the debts, liabilities, obligations of the corporation.

2.3 Qualifications. Any person who owns or operates a mobile food truck, pays the dues as herein required, and agrees to be bound by the Articles of Incorporation of this Corporation, these by-laws, and by the rules and regulations adopted by the directors is eligible to become a member. All interested potential members shall submit an application which shall be reviewed by the Board of Directors, or its appointed designee, who may approve or reject the application with or without cause. Applicant potential members shall be notified of their acceptance or rejection for membership.

2.4 Dues and Assessments. The Board of Directors shall determine the amount and types of dues payable by the members. The initial monthly (or other period) and initiation dues shall be paid prior to any rights vesting in a member. Monthly (or other periodic) dues thereafter shall be payable in advance on the first day of each month of any applicable billing period. There shall be no proration of dues for those who become members subsequent to the date when membership dues become payable.

2.5 Membership Book. The corporation shall keep a membership book containing the names and address of each member. Termination of the membership of any member shall be recorded in the book together with the date on which such membership ceased. Such book may be maintained in electronic form, in which case, any member may request to examine its contents, which opportunity shall be provided within a reasonable time after written notice is delivered to the Chief Executive Officer on behalf of the Board of Directors. The Chief Executive Officer shall thereafter notify the Board of Directors of the request and make the requested records available to the requesting member.

2.6 Property Rights. No member shall have any right or interest in any of the property or assets of the corporation.

2.7 Suspension of Membership. An individual member’s privileges under these bylaws may be suspended by the Board of Directors for up to sixty (60) days if the Board of Directors finds the member to be non-compliant with the terms of these bylaws, or the rules and regulations of the corporation as adopted by the Board of Directors or persons or committees so authorized to act by the Board of Directors. Prior to the end of such sixty (60) day suspension, the member shall have the right to a determination hearing in front of a membership review committee to be formed by the Board of Directors. The membership committee shall consist of three (3) persons who shall serve one (1) year terms. The membership committee shall hear the matter of the suspended member and make a recommendation to either reinstate or terminate the membership of the suspended member. Within ten (10) days of the membership committee hearing and delivery of its recommendation, the Board of Directors shall vote on whether to reinstate or terminate the membership of the suspended member. A majority vote of the Board of Directors shall be required to either reinstate or terminate.

2.8 Resignation. Any member may resign from the corporation. Resignation shall be effective upon giving written notice to the Secretary of the Corporation, unless the notice specifies a later time for the resignation to become effective.

2.9 Transfer and Termination of Membership. No Member may transfer his membership and the rights arising there from without the approval of the Board of Directors. Membership shall automatically terminate upon the (i) such member’s death; (ii) resignation from the corporation by a member, or (iii) failure of a member to pay dues as herein required within thirty (30) days from the date they become payable.

3.1 Annual members' meetings. The annual meeting of the members will be held on the first Monday of August of each year at such time and place as designated by the Chief Executive Officer. At the annual meeting, the members must elect a board of directors and may transact any other business that may legally come before the meeting.

3.2 Special members' meetings. Special meetings of the members may be called by the Chief Executive Officer, the Board of Directors, or members holding at least twenty-five percent (25%) of all votes entitled to be cast on any issue proposed to be considered at the special meeting. If the special meeting is called is by members, such members must sign, date, and deliver to the Chief Executive Officer one or more written demands for the special meeting, describing the purpose or purposes for which such meeting is to be held. The record date for determining members entitled to demand a special meeting is the date the first member signs the demand. Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting.

3.3 Place of members' meetings. Meetings of the members will be held at the corporation's principal office or another place designated by the Board of Directors or Chief Executive Officer within the State of Georgia.

3.4 Notice of members' meetings.

3.4.1 Required Notice. Written or printed notice of a members' meeting must state the date, time, and place of the meeting. In case of a special meeting, the purpose or purposes for which the meeting is called must be stated in the notice. Notice must be given not earlier than sixty (60) days or less than ten (10) days before the meeting date, and may be given personally, by first class mail, or by electronic mail, by or at the direction of the Board of Directors or their designee(s) or, the persons calling the meeting. Notice must be given to each member entitled to vote at the meeting and to any other member entitled to receive notice of the meeting under the Georgia Non-Profit Corporation Code or the Articles of Incorporation.

3.4.2 Effective Date. A notice of a meeting of the members will be deemed effective:

• One (1) day after notice is sent via electronic mail;
• When received;
• Two (2) days after it is deposited in the United States mail, with postage prepaid, addressed to the member at the member's address as it appears on the corporation's current record of members;
• Five (5) days after deposit in the United States mail, if mailed, with postage prepaid, to the member at an address where the member receives mail other than the address that appears on the corporation's current record of members; or
• On the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed on behalf of the addressee.

3.4.3 Meetings for Special Purposes. If a purpose of any member meeting is to consider a proposed amendment to the Articles of Incorporation; a plan of merger; the sale, lease, exchange, or other disposition of all, or substantially all of the corporation's property; the dissolution of the corporation; or the removal of a director, the notice must so state and must be accompanied by the items required by the Georgia Non-Profit Corporation Code.

3.4.4 Adjourned Meeting. When a meeting is adjourned for more than one hundred twenty (120) days after the date fixed for the original meeting, or when a redetermination of the persons entitled to receive notice of the adjourned meeting is required by law, notice of the adjourned meeting must be given in the same manner as required for an original meeting. In all other cases, no notice of the adjournment or of the business to be transacted at the adjourned meeting need be given other than by announcement at the original meeting before adjournment.

3.4.5 Waiver of Notice. A member entitled to notice may waive notice of a meeting of the members by delivering a signed written waiver to the notice delivered to the corporation. The waiver will be effective whether signed before or after the meeting. A member's attendance at a meeting waives the right to object to lack of notice or defective notice of the meeting, unless the member objects to holding the meeting at the beginning of the meeting. A member's attendance at a meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

3.5 Members of Record. The persons entitled to receive notice of or to vote at any members' meeting will be those persons designated as members in the membership books of the corporation at the close of business on the day prior to the date the notice is mailed or otherwise transmitted, or on such other date as determined in advance by the Board of Directors, which date may not be more than seventy (70) or less than ten (10) days before the meeting. If the meeting is a special members' meeting demanded by members, the persons entitled to receive notice of the meeting and to vote will be determined as of the date the first member signs the demand, unless otherwise determined in advance by the Board of Directors.

3.6 Members' List. The Secretary or other officer must make a complete record of the members entitled to vote at each meeting, arranged in alphabetical order, showing the address of each member. The members' list must be available, at the corporation's principal office, for inspection by any member, or the member's agent or attorney, beginning two (2) business days after notice of the meeting is given and continuing through the meeting.

3.7 Quorum.

3.7.1 Required Quorum. A majority of the members entitled to vote, represented in person or by proxy, constitutes a quorum for the transaction of business at any members' meeting. If a person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened, the shares held by that person or represented by a proxy given to that person will not be included for purposes of determining whether a quorum is present. Once a member is represented for any purpose at a meeting, other than for the purpose of objecting as provided above, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment thereof, unless a new notice is or must be given for the adjourned meeting or a new record date must be set for the meeting. The persons present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough persons to leave less than a quorum.

3.7.2 Adjournment to Obtain Quorum. In the absence of a quorum, a majority of the members represented in person or by proxy may, subject to the requirements of notice and record date set forth in these bylaws, adjourn a members' meeting from time to time until a quorum attends. Any business which might have been transacted at the original meeting may be transacted at the adjourned meeting if a quorum exists.

3.8 Voting of Members.

3.8.1 One Member, One Vote. Each member is entitled to one vote on each matter submitted to a vote at a meeting of the members.

3.8.2 Proxies. A member may vote in person or by proxy in writing signed by the member or by the member's duly authorized attorney-in-fact. Such proxy will be effective when received by the Secretary or other officer or agent of the corporation authorized, by these bylaws or by the Board of Directors, to tabulate votes. No proxy will be valid after eleven (11) months from the date of its execution, unless a longer period is expressly provided in the proxy.

3.8.3 Membership Owned by Corporations. Membership held in the name of another corporation may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of the corporation holding the shares may determine.

3.8.4 Membership Held by Fiduciary. Membership held by a personal representative, administrator, executor, guardian, or conservator may be voted by that person, either in person or by proxy, without a transfer of such membership into the name of that person. Membership held in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee is entitled to vote without a transfer of such membership into the name of the trustee.

3.8.5 Membership Held by Receiver. Membership standing in the name of a receiver may be voted by the receiver, and membership held by or under the control of a receiver may be voted by the receiver without being transferred into the receiver's name if authority to do so is contained in an appropriate order of the court by which the receiver was appointed.

3.8.6 Rejection of Vote. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signor's authority to sign for the member.

3.9 Member Decisions.

3.9.1 Majority Vote. When a quorum is present or represented at any members' meeting in person or by proxy and entitled to vote on the subject matter, action on any matter, other than the election of directors and the alteration, amendment or repeal of these bylaws, is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these bylaws, in which case the contrary provision is controlling.

3.9.2 Election of Directors. The number of director candidates equal to the number of directors to be elected who receive the largest number of votes cast by the shares entitled to vote in the election at a members' meeting at which a quorum is present will be elected to serve as members of the Board of Directors. Cumulative voting is permitted. Accordingly, each member is entitled to cast that number of votes as equals the number of directors to be elected. All votes of a single member may be cast for a single candidate or allocated among candidates as the member chooses.

3.9.3 Member Action by Consent. Any action required or permitted to be taken at a members' meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof and the consent is delivered to the corporation for inclusion in the minute book. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. If more than one counterpart of a consent is signed by members, all counterparts will be considered one document.

4.1 Corporate Powers. The business and affairs of the corporation will be managed and controlled by the Board of Directors. All corporate powers must be exercised by, or under the authority of, the Board of Directors or such parties as the Board of Directors elects to delegate such duties.

4.2 Number, Tenure, and Qualifications.

4.2.1 Number. The board of directors will consist of at least three (3) and no more than seven (7) individuals.

4.2.2 Term. Each of the initial directors will hold office until the first annual members' meeting, and each director elected thereafter will hold office until the next annual members' meeting following his or her election. Despite the expiration of a director's term, he or she will continue to serve until the election and qualification of his or her successor. However, the term of a director will terminate immediately on the director's death, resignation, or removal, and the director will not continue to serve.

4.2.3 Qualifications. A majority of the directors must be members in good standing. Nonmembers may be elected as director, but at no time shall nonmembers make up a majority of the board.

4.3 Annual Meetings. A regular annual meeting of the Board of Directors will be held immediately after the adjournment of the annual members' meeting and in the same place as the members' meeting.

4.4 Special Meetings. Special meetings of the board of directors may be called at any time by the Chief Executive Officer or by any director for any purpose. The person calling the special meeting of the Board of Directors may fix any place for holding the meeting within the county in which the corporation has its principal place of business for holding the meeting. Special meetings may be held in other locations with the consent of all directors.

4.5 Notice of Board of Directors' Meetings.

4.5.1 Annual Meetings. No notice of annual meetings of the Board of Directors other than as provided in these bylaws is required.

4.5.2 Special Meetings. A special meeting of the Board of Directors must be preceded by at least five (5) days' notice of the date, time, and place of the meeting. Unless otherwise required by the Articles of Incorporation, the notice of a special meeting need not specify the purposes of the meeting or the business to be transacted.

4.5.3 Form and Effect. Notice of a special meeting of the Board of Directors may be given orally or in writing by electronic mail, or U.S. Mail. If notice is given orally, it will be effective when communicated if communicated in a comprehensible manner. If the notice is given in writing, it will be effective at the earliest of the following:

• One (1) day after an electronic mail message is sent to the director at his electronic mail address as he provided to the Board upon election;
• When received;
• Two (2) days after deposit in the United States mail, with postage prepaid, addressed to the director either at his or her business officer or his or her address as it appears on the corporation's current records of members; or
• On the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed on behalf of the addressee.

4.5.4 Waiver of Notice. A director entitled to notice may waive notice of a meeting of the Board of Directors by a signed writing delivered to the Secretary or other officer. The waiver will be effective whether signed before or after the meeting. A director's attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting, or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

4.5.5 Quorum. A majority of the number of directors in office immediately before the meeting begins constitutes a quorum for the transaction of business at any meeting of the Board of Directors.

4.6 Action by Board of Directors.

4.6.1 Director's Meeting. The affirmative vote of a majority of directors present at a meeting at which a quorum is present will be the act of the Board of Directors, unless the vote of a greater number of directors is required by law, the Articles of Incorporation, or these bylaws.

4.6.2 Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the directors and delivered to the corporation for inclusion in the minute book. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. If more than one counterpart of consent is signed by directors, all counterparts will be considered one document.

4.7 Removal of Directors. Any director may be removed by a vote of a two-thirds majority of the members of the corporation, with or without cause. A director may only be removed by the members at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

4.8 Board of Directors' Vacancies. Unless the Articles of Incorporation provide otherwise, if a vacancy occurs on the Board of Directors, the remaining members of the Board of Directors may, by majority vote, fill the vacancy with the appointment of a replacement director to serve until the next regularly scheduled meeting of the members of the corporation. If the directors remaining in office constitute less than the minimum number of directors set forth in these bylaws, the remaining directors may fill the vacancy by the affirmative vote of a majority of their number. The term of a director elected to fill a vacancy expires at the next annual members' meeting (although the director may continue to serve after the expiration of the term as provided in the section of these bylaws relating to directors' terms).

4.9 Compensation of Directors. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. Further, by resolution of the Board of Directors, approved by a majority vote of the members of the corporation, the directors may be paid a fixed sum for attendance at each meeting of the Board of Directors or receive a stated salary for serving as a director.

4.10 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two (2) or more members, who serve at the pleasure of the Board of Directors with such authority as bestowed upon them by the Board of Directors. Creation of a committee and appointment of members to it must be approved by a majority of the Board of Directors. Any such committee will have and may exercise all of the authority granted by the Board of Directors for the management of the corporation except to the extent such delegation of authority is prohibited by law.

4.11 Initial Board of Directors. The initial members of the board of directors who shall serve until the earlier of (i) one (1) year from the date hereof, or (ii) their death, resignation, or removal from office are as follows:

• Tony Harrison
• Darren Williams
• Curt Czajkoski
• Destry Carrasquillo
• Kim Burnett
• Daron Wilson

5.1 Officers. The officers of the Corporation (“Officers”) shall be either a Chief Executive Officer or a Chairperson, or both, a Secretary, and a Chief Financial Officer. Other than the Chairperson, these persons may, but need not be, selected from among the Directors. The Board of Directors shall have the power to designate additional Officers, who also need not be Directors or members, with such duties, powers, titles and privileges as the Board of Directors may fix. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the Chief Executive Officer or the Chairperson.

5.2 Election. The Officers shall be elected by the Board of Directors at the annual meeting of the corporation for a term of one year, and each shall serve at the discretion of the Board of Directors until his or her successor shall be elected, or his or her earlier death, resignation, or removal.

5.3 Removal. Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, (a) by the Board of Directors, at any regular or special meeting of the Board of Directors, or at the annual meeting of the corporation, or (b) by an Officer on whom such power of removal may be conferred by the Board of Directors.

5.4 Resignation. Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any of the corporation under any contract to which the Officer is a party.

5.5 Vacancy. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur and not on an annual basis. In the event of a vacancy in any office other than the Chief Executive Officer, such vacancy shall be filled temporarily by appointment by the Chief Executive Officer, or if none, by the Chairperson, and the appointee shall remain in office for sixty (60) days, or until a meeting of the Board of Directors can be held to appoint a permanent replacement, whichever comes first.

5.6 Responsibilities of the Officers.

5.6.1 Chairperson of the Board. The chairperson of the Board of Directors (the “Chairperson”), if any, shall be a Director and shall preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or prescribed by these bylaws. The Chairperson shall have general control and management of the affairs, property, and business of this corporation, subject to the control of the Board of Directors and the provisions of these bylaws. He may, if necessary, sign and execute in the name of the corporation, deeds, assignments, mortgages, bonds, contracts, and other instruments duly authorized by the Board of Directors, and generally he shall perform all duties incident to the office of the Chairperson. If the Board of Directors designates both a Chairperson and a Chief Executive Officer, the Board of Directors shall, by resolution, establish the specific duties carried by each position.

5.6.2 Chief Executive Officer. The Chief Executive Officer of the corporation (the “Chief Executive Officer”) shall, if there is no Chairperson, or in the Chairperson’s absence, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or prescribed by these bylaws. The Chief Executive Officer’s duties, subject to Board of Director oversight, shall be as follows:

• Manage the corporation, and subject to the control of the Board of Directors, supervise, direct and control the corporation's day-to-day activities, business and affairs;
• Enter contracts with third parties (including professionals) with prior Board of Director approval;
• Assist the Board of Directors in maintaining, enforcing and developing rules of conduct for the membership;
• Speak on behalf of the corporation;
• Hire, supervise and fire all of the employees of the corporation, under such terms and having such job responsibilities as the Chief Executive Officer with consent and direction of the Board of Directors shall determine to be appropriate. The Chief Executive Officer may delegate his or her responsibilities and powers subject to the consent of the Board of Directors;
• Take any action necessary and proper to carry out his duties in the best interest of the corporation;
• Undertake such other duties as may be prescribed by the Board of Directors or these bylaws, specifically, in the event that no Secretary or Chief Financial Officer is named, the Chief Executive Officer may carry out their duties until at such time that the Board of Directors fills such vacancies in office.

5.6.3 Secretary. The secretary of the Corporation (the “Secretary”) shall attend to the following:

Bylaws. The Secretary shall certify and keep or cause to be kept at the principal office of the corporation the original or a copy of these bylaws as amended to date.

Minute Book. The Secretary shall keep or cause to be kept a minute book.

Notices. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors in accordance with these bylaws.

Corporate Records. Upon request, the Secretary shall exhibit or cause to be exhibited at all reasonable times to any director, or to his or her agent or attorney, these bylaws and the minute book.

Corporate Seal and Other Duties. The Secretary shall keep or cause to be kept the seal of the corporation, if any, in safe custody, and shall have such other powers and perform such other duties incident to the office of Secretary as may be prescribed by the Board of Directors or these bylaws.

5.6.4 Chief Financial Officer. The chief financial officer of the Corporation (the “Chief Financial Officer”) shall attend to the following:

Books of Account. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements, in accordance with generally accepted accounting practices. The books of account shall be open to inspection by any director at all reasonable times.

Financial Reports. The Chief Financial Officer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

Deposit and Disbursement of Money and Valuables. The Chief Financial Officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors; shall disburse, or cause to be disbursed, the funds of the corporation as may be ordered by the Board of Directors; shall render, or cause to be rendered to the Chief Executive Officer and directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the corporation; and shall have other powers and perform such other duties incident to the office of Chief Financial Officer as may be prescribed by the Board of Directors or these bylaws.

Bond. If required by the Board of Directors, the Chief Financial Officer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board of Directors for faithful performance of the duties of his office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office.

5.7 Compensation of Officers. The Officers may be entitled to fair and reasonable compensation for services actually rendered for the corporation, which relate to the performance of the public benefit purposes of the corporation. Such compensation, if any, will be set by the Board of Directors and approved by a majority vote of the members of the corporation.

6.1 Permissible Indemnification of Directors.

6.1.1 Good Faith Conduct. Unless otherwise provided in the Articles of Incorporation, the corporation may indemnify any individual made a party to a proceeding because the individual is or was a director of the corporation against liability incurred in the proceeding, but only if the individual demonstrates he or she conducted himself or herself in good faith and reasonably believed that his or her official conduct was in the best interests of the corporation and his or her other conduct was not opposed to the corporation's best interests. If the proceeding involves the director's conduct with respect to an employee benefit plan, it is sufficient that the director reasonably believed the conduct to be in the interests of the participants or beneficiaries of the plan. In the case of indemnification in connection with any criminal proceeding, the individual must also demonstrate that the individual had no reasonable cause to believe his or her conduct was unlawful.

6.1.2 Derivative Actions. Indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred by the individual in connection with the proceeding.

6.1.3 Limit on Indemnification. The corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director is adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director is adjudged liable on the basis that the director receive improper personal benefit.

6.2 Mandatory Indemnification of Directors. Unless the Articles of Incorporation provide to the contrary, the corporation must indemnify a director who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director is a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

6.3 Advances for Expenses of Directors. Unless otherwise provided in the Articles of Incorporation, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding, if:

• The director furnishes the corporation a written affirmation of the director's good faith belief that his or her conduct meets the standards of conduct required for permissible indemnification;
• The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment); and
• Those authorizing the reimbursement determine that the facts then known would not preclude permissible indemnification.

6.4 Indemnification of Officers, Agents, and Employees. Unless otherwise provided in the Articles of Incorporation, the Board of Directors may indemnify and advance expenses to any officer, employee, or agent of the corporation, who is not a director of the corporation, to any extent consistent with public policy, as determined by the general or specific action of the Board of Directors.

7.1 Maintenance of Records. The corporation must maintain adequate and correct books, records, and accounts of its business and properties. Such records include, without limitation, recorded minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the Board of Directors on behalf of the corporation, and all additional documents subject to member inspection rights provided for in these bylaws. All of these books, records, and accounts must be kept at its principal office.

7.2 Member Inspection Rights. If a member of the corporation gives the corporation written demand at least five (5) business days before the date on which the member wishes to inspect and copy, a member is entitled to inspect and copy, during regular business hours at the corporation's principal office the following records:

• The Articles of Incorporation of the corporation and all amendments or restatements;
• The bylaws of the corporation and all amendments or restatements;
• Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
• The minutes of all members' meetings, and records of all actions taken by members without a meeting, for the past two (2) years;
• A list of the names and business addresses of the corporation's current directors and officers; and
• The corporation's most recent annual report delivered to the Secretary of State; and
• Such other documents members are authorized to have access to under the Georgia Non-Profit Corporation Code.

7.3 Member Conditional Inspection Rights. If a member gives the corporation a written demand made in good faith and for a proper purpose at least five (5) business days before the date on which the member wishes to inspect and copy, describes with reasonable particularity the member's purpose and the records that the member desires to inspect, and if the records are directly connected with the member's purpose, a member of the corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:

• Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting;
• Accounting records of the corporation, including tax returns; and
• The record of members (compiled no earlier than the date of the member's demand).

7.4 Exercise of Member Inspection Rights. For purposes of the provisions relating to member inspection rights, the term “member” includes the beneficial owner of shares held in a voting trust or by a nominee on the member's behalf. The right of a member to inspect or copy may be exercised by a member or by a member's attorney or agent.

7.5 Copy Costs. The right of members to copy records includes the right to receive photocopies of the records. The corporation may impose a reasonable charge, not exceeding the estimated costs, covering the costs of labor and material, for copies of any documents provided to the member.

8.1 Board of Directors. The Board of Directors may amend or repeal these bylaws at any time by a super-majority vote of two-thirds of the membership of the Board of Directors, except as otherwise provided by law or the Articles of Incorporation, unless the members in adopting, amending, or repealing a particular bylaw provide expressly that the Board of Directors may not amend or repeal that bylaw.

8.2 Members. These bylaws may be altered, amended, or repealed by two-thirds of the members present in person at any meeting of members at which a quorum is present.