BYLAWS
OF
International Pipeline Resilience Organization (“IPRO”)
ARTICLE I
NAMES, PURPOSE, AND OFFICES
SECTION 1. Structure. The International Pipeline Resilience Organization (the “Corporation” or “IPRO”) is a nonprofit corporation organized under the laws of the District of Columbia. The Articles of Incorporation of the Corporation were filed with the District of Columbia Department of Consumer and Regulatory Affairs on December 30, 2020.
SECTION 2. Purpose. The IPRO is formed by, and on behalf of the oil and natural gas pipeline companies of North America to investigate, mitigate, protect against, and/or eliminate the risk of cyber and physical attack on their critical infrastructure that threatens to interrupt or otherwise alter reliable energy delivery and related services. IPRO will accomplish its goals primarily through the application of, and compliance with, established industry standards and controls and through auditing, testing, education, training, and improvement of pipeline operations, structure, and policies. IPRO will also pursue educational goals and public purposes consistent with section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”).
SECTION 3. Offices. The Corporation shall have and continuously maintain a principal office in the City of Washington in the District of Columbia, a registered office, and a registered agent, as required by the District of Columbia Non-Profit Corporation Act. The address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II
STANDARDS AND CONTROLS FUNCTION
SECTION 1. CPA Processes. IPRO will independently identify, evaluate, measure, and analyze cyber and other digital and physical vulnerabilities of pipeline company Members. This core function, known as the Cyber Performance Assessment (“CPA” or “Assessment”), encompasses the processes and procedures adopted by the Corporation to acquire, organize, and implement Pipeline Resilience Standards and the controls that determine how, when, and where those standards will be applied to the operations of individual pipelines and/or to the oil and natural gas pipeline industry as a whole.
(A) IPRO will also encourage or require compliance with Pipeline Resilience Standards under this Article, and audit and test the cyber preparedness, performance, integrity, and continuous improvement of pipeline company Members or other applicants for CPA service.
(B) A CPA conducted for an individual Member or another applicant shall be conducted independently of other IPRO functions and result in determinations that approve, test, audit, or disapprove in varying degrees, a pipeline’s cyber preparedness and performance. CPAs shall be conducted under the supervision of the Chief Technical Officer under Article VI. Section 7, and the CPA staff.
SECTION 2. Pipeline Resilience Standards. The Corporation shall aggregate, articulate, develop, implement, and/or systematize, as required, industry and government standards and best practices that promote cybersecurity and resilience for individual pipeline operations and the pipeline systems of North America.
(A) The Corporation shall seek such data and regulatory approvals essential to its activities under these Bylaws and to the support and implementation of the standards, controls, and performance assessment processes. The Pipeline Resilience Standards applied by the Corporation shall be disclosed and made available as necessary or required by law.
(B) “Pipeline Resilience Standard” means any requirement collected, interpreted, articulated, or developed pursuant to IPRO procedures that provide for reliable operation of interstate or intrastate oil or natural gas pipeline systems. Such requirements are:
(i) primarily those established by agencies of competent jurisdiction and special expertise or by established industry collaboratives for the cybersecurity and physical protection of existing facilities and operations but may also apply to planned additions or modifications to such facilities to the extent necessary for the resilience of pipeline systems and reliable operation of the pipeline network;
(ii) subject to change and improvement from time to time as necessary and shall not include any requirement to enlarge pipeline facilities or to construct new pipeline capacity when standards and compliance requirements can otherwise be met.
SECTION 2. Standards Violations, Remediation, and Correction. When the Corporation issues an opinion finding that a Member or other pipeline owner or operator has fallen short of full compliance with, or has violated, a Pipeline Resilience Standard or other best practice, it shall prescribe corrective measures, including education and training, audits, and continuous improvement strategies, as prescribed in its rules of procedure. The results of any CPA performed for the pipeline operations of a Member company or for other pipeline owner or operator shall be made publicly available, without divulging proprietary information.
SECTION 3. Procedures. The Corporation shall publish rules of procedure that provide for the aggregation or development of standards through an open and transparent process designed to implement standards and controls that are uniform but flexible and technically sound. IPRO’s CPA services shall be available to Members of the Corporation and to all other pipeline entities on a cost-plus basis.
ARTICLE III
MEMBERS
SECTION 1. Membership. Membership in the Corporation is voluntary and is open to any entity that owns or operates an oil or natural gas pipeline and any entity that has an interest in a resilient North American pipeline system. Members shall register with the Corporation as a Member, maintain a registration in accordance with this Article II, and comply with the other conditions and obligations of membership specified in these Bylaws. The Secretary of the Corporation or other designated person shall maintain a roster of the Members of the Corporation.
SECTION 2. Obligations of Membership
(A) Each Member shall agree to accept the responsibility to promote, support, and comply with the purposes, policies, findings and conclusions of the Corporation as set forth in these Bylaws, IPRO’s procedural rules, and Pipeline Resilience Standards and controls as adopted, applied, or amended from time to time.
(B) As a condition of membership in the Corporation, each Member will hold all directors, officers, employees, and agents of the Corporation, as well as volunteers participating in good faith in the activities of the Corporation, harmless, to the extent permitted by federal, state, or provincial laws, regulations and rules, for any injury or damage to that Member caused by any act or omission of any trustee, officer, employee, agent, or volunteer in the course of performance of his or her duties on behalf of the Corporation, other than for acts of gross negligence, intentional misconduct, or a breach of confidentiality. Likewise, any non-Member availing itself of IPRO’s services under the CPA will also be required to comply with this Section.
SECTION 3. Types of Members. The Corporation shall have more than one category of Members who share the goals of promoting pipeline resilience as set forth in Article I. Unless modified or expanded, the membership categories are as follows:
(A) Supporting Members shall include pipeline owning or operating companies, public utilities, technology companies, and similar supporters of the goals set forth in Article I. The Board of Directors may establish more than one category of Supporting Members differentiated by dues or other obligations, corporate net revenues, the nature of relevant pipeline facilities, ability to pay, or other criteria deemed appropriate by the Board.
(B) Associate Members shall include pipeline investors, investors in natural gas or oil suppliers, industrial, commercial, and other users of pipeline services, electric power or other energy suppliers, and related business or trade associations that pay annual membership fees and are in good standing, and that subscribe to IPRO’s goals and objectives. Pipeline owners or operators may not be Associate Members.
SECTION 4. Member and non-Member Services. IPRO Members and pipeline companies that are not Members of IPRO may request IPRO services under Articles __.
SECTION 5. Election of Members. Except as otherwise provided herein, all Members shall be elected by an affirmative vote of a majority of the Supporting Members. By an affirmative vote of two-thirds of the Supporting Members present at any annual or special meeting, the Board of Directors or the Officers may be delegated authority to elect Associate Members.
SECTION 6. Rights and Privileges of Membership
(A) Eligibility. Employees and directors of Supporting Members are eligible to be regular Directors, Officers, or committee and taskforce leaders of IPRO. Supporting Members shall select the Officers and participate in the selection of staff as needed to accomplish IPRO’s mission.
(B) Voting Rights.
(i) Except as otherwise provided herein, each Supporting Member that is in good standing and entitled to vote under this section may exercise only one vote on each matter submitted by the Board of Directors to a vote of the Members.
(ii) Supporting Members are authorized to consider and comment on matters of policy, personnel, finance, or strategy brought before an annual or special meeting by the Officers or the Board, and any Pipeline Resilience Standard or best practice recommended by a committee or taskforce for general application to the industry. Pursuant to an affirmative vote of two-thirds of the Supporting Members present at any annual or special meeting, the Officers or Board of Directors may be delegated authority by the Membership to make specific decisions under this provision, subject to whatever conditions and limitations are deemed appropriate.
(iii) Supporting Members are entitled to vote for Officers and Directors of IPRO.
(iv) Any Supporting Member may petition the Board of Directors to submit an issue for a vote of the Membership. Such petition shall be timely.
(C) Privileges. An affirmative vote of two-thirds of the Supporting Members may establish or modify the privileges of membership. The rights established under this section and the provisions of these Bylaws may be altered, amended, or repealed only pursuant to Article XIV.
SECTION 7. Termination of Membership. By an affirmative vote of two-thirds of the Supporting Members present at any annual or special meeting, or by affirmative vote of two-thirds of all of the members of the Board of Directors if the Board is delegated such authority, a Member of the Corporation may be suspended or expelled for cause, after appropriate consideration. “Cause” under this section includes, but is not be limited to, premature release or publication of any confidential information about the development or consideration of industry or pipeline resilience standards through an IPRO process, or default in the payment of dues for the period of 60 days from the beginning of the fiscal year or period for which such dues became payable.
SECTION 8. Resignation. Any Member may resign by notifying the Officers, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
ARTICLE IV
MEETINGS OF MEMBERS
SECTION 1. Annual Meeting. An annual meeting of the Members shall be held during the fourth week of the month of September in each year, beginning with the year 2021, as set by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
SECTION 2. Special Meetings. Special meetings of the Members or the Supporting Members may be called by the President, the Board of Directors, or not less than one-half (50%) of the Supporting Members. To the extent practical, such meetings shall be at least quarterly.
SECTION 3. Meeting Procedures. The Board of Directors or the Officers may designate any location as the place of meeting for any annual meeting or for any special meeting called pursuant to these Bylaws.
(A) Notice. Written notice of any annual or special meeting shall be delivered, either personally, by overnight courier service, or by email to all Members not less than ten nor more than thirty days before the date of such meeting, by or at the direction of a responsible Officer or the Board. The notice shall state the place, day and hour of any meeting of Members and, for special meetings, the purpose(s) of the meeting. Public notice of meetings will be published on the website not later than 10 days in advance.
(B). Action Without a Meeting. Any action required by law to be taken at a meeting of the Members, or any action which is authorized to be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof.
(C) Quorum. The Members holding one-half (50%) of the votes which are authorized to be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice.
(D) Proxies. At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact, unless otherwise permitted by the Board of Directors. No proxy shall be valid after one month from the date of its execution.
(E) Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these Bylaws. A Member is deemed present if participating by telephone, except with respect to the annual meeting unless the Board rules otherwise.
ARTICLE V
BOARD OF DIRECTORS
SECTION 1. General Powers. Except as otherwise provided in this section and in Article V, the affairs of the Corporation shall be overseen and governed by its Board of Directors (also the “Board”).
(A) The Board of Directors may exercise all powers of IPRO conferred by these Bylaws and do all lawful acts and things within the purposes of IPRO and the laws of the District of Columbia and the United States, including corporate business and setting the business and policy agenda for IPRO and its Members.
(B) No sitting Director or group of Directors may participate in or influence the conduct of the Assessments under Article ___ of any individual pipeline company, including any subsequent controls, audit, compliance process, training procedure, or any opinion or approvals rendered about the performance of that pipeline.
SECTION 2. Number and Qualifications. The number of voting Directors shall be not be not fewer than five (5) and not more than nine (9), unless a majority of current Supporting Members choose otherwise. Any increase in the number of Directors shall be submitted for a vote of the membership. Directors of the Corporation may be directors or employees of organizations that are Supporting Members of the Corporation in good standing. The working majority of the Board shall consist of independent Directors. The President/Chief Executive Officer is authorized to serve as a non-voting Director ex officio.
(A) An “independent Director” is a person (i) who is not an officer or employee of the Corporation, an officer, director, or employee of a Supporting Member of the Corporation, or an officer, director, or employee of any entity with a commercial or financial stake in the outcome of Board decisions, and (ii) who does not have any other relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director, as determined by the Officers or the Members.
(B) To the extent practical, an equitable and representative number of Director positions shall be allocated to representatives of Canadian and Mexican Member companies.
SECTION 3. Tenure. Except as otherwise provided under this section, each Director shall hold office for three (3) years until a qualified successor is elected at an annual meeting or as necessary. Directors may serve consecutive terms. Director terms shall be staggered. The terms of the Directors first elected under this section, three shall hold office for one (1), two (2), or three (3) years from the date of the first annual meeting, as determined by the Board.
SECTION 4. Meeting Procedures. The Board of Directors shall hold an annual meeting, generally in conjunction with the annual meeting of the membership. To the extent practical or necessary, regular meetings shall be quarterly. Special meetings of the Board of Directors may be called by or at the request of the President or any three Directors.
(A) Notice. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or email to each Director at the appropriate address shown in the records of the Corporation.
(B) Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
(C) Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
(D) Nominations. The Board of Directors shall appoint a Nominating Committee to fill Director positions. Such Committee shall consist of three (3) Directors, at least one of whom must be an independent Director. The full Board may also act as a Nominating Committee. The Committee may nominate all qualified candidates for Director for election to the available Board positions at the annual meeting. The Committee may solicit nominations from the membership, or from among outside energy or technology experts, as part of its considerations.
(E) Election; Vacancy. Directors shall be elected by Supporting Members, at any annual meeting to the maximum extent practical, upon the recommendations of the Board. Each Supporting Member shall have as many votes as there are available regular directorship positions. Each Supporting Member may cast no more than one vote for any one nominee. Between meetings, any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining Directors, even if less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for a full term or the unexpired term of the Director’s predecessor in office.
SECTION 5. Compensation. Directors shall receive such fixed compensation as the Board determines to be reasonable from time to time. They shall also receive the expenses, if any, of attendance at each regular or special meeting of the Board, as approved by resolution of the Board of Directors.
ARTICLE VI
OFFICERS AND ADMINISTRATION
SECTION 1. Management; Leadership. Oversight of the day-to-day operations of IPRO will be the responsibility of a President and the named Officers and a Chief Technology Officer (CTO) regarding the Assessment process under Article II.
(A) Administrative Support. The Board of Directors, in consultation with the President, may appoint an Executive Director if there is a demonstrable need for administrative support.
(B) The Officers, and the Executive Director if any, may retain such professional and technical staff that is necessary to maintain IPRO operations. The CTO shall have authority to hire, train, promote, or dismiss expert technical staff to administer Assessments under Article II in consultation with the Officers.
SECTION 2. Officers. The Officers of the Corporation established under this section and Section 4 shall be elected from among directors or employees of organizations that are Supporting Members of the Corporation in good standing, in accordance with the provisions of this Article. Such Officers have the authority to act on behalf of, and to perform the duties prescribed from time to time by, the Board of Directors, consistent with these Bylaws.
SECTION 3. President. The President shall be the chief executive officer of IPRO’s operations, not including direct supervision of the CPA operations under the CTO. The President shall serve, ex officio, as a member of the Board of Directors under Article IV; however, the President may not vote as a Director or be counted as contributing to a quorum. The President:
(A) shall in general supervise and control all of the day-to-day business and affairs of the Corporation and preside at all meetings of the Members and of the Board of Directors;
(B) may sign any contracts or other legal instruments which the Board of Directors, by resolution under Article VIII herein, has authorized to be executed, except in cases where the signing and execution thereof shall be otherwise expressly delegated by the Board of Directors, by these Bylaws, or by statute to some other Officer or agent of the Corporation;
(C) shall perform all duties prescribed by the Board of Directors from time to time:
SECTION 4. Vice President. In the absence of the President or in event of his or her inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. A Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
SECTION 5. Treasurer. The Treasurer shall have charge of and be responsible for all funds and securities of the Corporation directly or in conjunction with an outside accounting resource retained by IPRO and shall maintain the records of the Corporation. This position may be bifurcated if the Board of Directors so determines. The Treasurer shall receive monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with these Bylaws, and in general perform all the duties incident to the office of Treasurer, including oversight of any outside accounting resources retained by the Board of Directors, and such other duties as from time to time may be assigned by the or by the Board of Directors. The Treasurer shall ensure the regularity of IPRO finances and prepare proposed budgets and reports from time to time. The Treasurer shall, when possible, be a person with a financial background.
SECTION 6. Secretary. The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, ensure that the execution of which all documents created on behalf of the Corporation are duly authorized in accordance with these Bylaws, maintain a register of the contact information of each Member, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Secretary shall assist the data Control director when necessary to ensure the confidentiality and appropriate retention of information obtained from Members and all companies participating in a CPA.
SECTION 7. Chief Technology Officer. A CTO shall be appointed by the Board of Directors to develop, manage, and execute upon all CPAs for the benefit of individual IPRO Members and the oil and natural gas pipeline industry pursuant to the goals and objectives summarized in Articles I and II and IPRO procedural rules. The CTO shall report to the Board and work alongside the other IPRO Officers to enhance IPRO operations and fulfill IPRO’s technical mission. The CTO shall ensure the efficient and fair aggregation, development, evaluation, and enforcement of Pipeline Resilience Standards and controls through the CPA process. The CTO will develop and/or review and support all technical opinions generated as a result of CPA processes.
(A) Major personnel decisions by the CTO, including retention of outside consultants, shall be subject to review by the Board but are entitled to deference with respect to the technical qualifications of prospective staff.
(B) The CTO may not be dismissed by the Board of Directors during his or her term except for cause. “Cause” shall mean that, in the judgment of the Board, an Officer has violated its obligations and responsibilities to the Corporation under these Bylaws or other important ethical or legal obligations.
SECTION 8. Election and Term of Office.
(A) Supporting Member shall elect the Officers of the Corporation (other than the CTO) at the annual meeting of the membership under these Bylaws and other procedures. Any election of Officers not held at such meeting shall be held as soon thereafter as convenient. New officers or major positions may be created and filled at any annual meeting under Article IV.
(B) Except as otherwise provided, each Officer shall hold office for two (2) years or until a successor shall have been duly elected and qualified. The CTO shall hold office for a term determined by the Board to ensure continuity and expertise in managing processes under Article II.
SECTION 9. Compensation. The compensation of Officers and the CTO and the IPRO staff shall be established annually as part of the budget process.
ARTICLE VII
COMMITTEES
SECTION 1. Committees Designated. The President, in consultation with the Board of Directors, is authorized to designate and appoint one or more standing and ad hoc committees with such responsibilities as the Board deems proper and necessary. Committees may create task forces to perform specific analysis, standard-setting, or other technical functions of the IPRO.
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SECTION 2. Rules. Each committee may adopt rules for its own governance, provided they are not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
SECTION 1. Contracts. The Board of Directors may authorize the CEO or other Officer, agent or agents of the Corporation, or other person so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation, consistent with sound commercial practice and in such manner as may be developed and adopted under rules of practice or as determined by resolution of the Board of Directors. In the absence of such determination by the CEO, Executive Director, or the Board, such instruments shall be signed by a responsible Officer or Director of the Corporation, if necessary utilizing the services of the Member company of which the agent is an employee or director, to carry out responsibilities under this Section, including disbursements for professional services performed for the Corporation. Transactions shall remain confidential among the Members.
SECTION 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation. The Board and Officers of the Corporation shall be informed of such gifts or funding in a timely manner.
ARTICLE IX
BOOKS AND RECORDS
SECTION 1. Of Corporate Matters. The Corporation shall keep correct and complete book and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected during regular business hours by any Supporting Member or Associate Member or agent or attorney of such Member, for any proper purpose.
SECTION 2. Confidential Data. Any data, information, or analysis submitted to IPRO or generated by IPRO in its responsible role developing of Pipeline Resilience Standards and evaluating of the compliance of individual pipeline companies with those standards and industry best practices shall be maintained in a secure manner unless and until the affected pipeline authorizes their release, wholly or in part.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XI
DUES; FEES FOR SERVICE
SECTION 1. Annual Dues. After consultation with the Members, the Board of Directors may determine from time to time the amount of initiation fees, if any, and annual dues payable to the Corporation by Members of each membership class in return for the rights and benefits of membership under Article II of these Bylaws. Dues payable under this Section do not entitle any Member to the direct benefits of IPRO’s CPA program for establishing and enforcing pipeline reliability standards or implementing industry best practices.
(A) Payment of Dues. The annual dues of Supporting Members and Associate Members shall be payable on the first day of January in each fiscal year, unless otherwise permitted by the Board of Directors. Dues of a new Member shall be prorated from the first day of the month in which such new Member is elected to membership, for the remainder of the current fiscal year of the Corporation.
(B) Default and Termination of Membership: When any Member of any class of Members shall be in default in the payment of dues for a period of 60 days from the beginning of the fiscal year or period for which such dues became payable, that membership may thereupon be terminated by the manner provided in these Bylaws.
SECTION 2. Fees for CPA Service. IPRO’s principal program for independently establishing and enforcing Pipeline Resilience Standards and industry best practices, known as CPAs under Article I, and the procedures and decisions upon which CPAs are based, is a service provided pursuant to the highest standards of professional integrity and technical competence.
(A) Any company requesting these services will be assessed a cost-plus fee, part of which will be fixed for any service request and part of which will be based on the time and complexity of the cyber security and other digital challenges that IPRO must address and, if possible, resolve.
(B) Pipeline companies that request, or are otherwise required to submit to, a CPA under Articles I and II, will be entitled to a discount fee for such services if they are Members of IPRO.
(C) The CTO shall provide the Board of Directors a fee schedule for these services, which the Board may review, revise, or ratify as appropriate.
ARTICLE XII
NON-PROFIT STATUS
The Corporation is a non-stock, nonprofit corporation under the District of Columbia Non-Profit Corporation Act. It is intended that the Corporation shall have the status of an educational and charitable organization that is exempt from federal income tax pursuant to Section 501(a) of the Code as an organization described in Section 501(c)(6) of the Code. No Member shall have any vested right, interest, or privilege in or to the assets, income, or property of the Corporation. The Corporation may contract in due course with its Members, Directors, Officers, or other parties without violating this provision.
ARTICLE XIII
WAIVER
Whenever any notice is required to be given under the provisions of the District of Columbia Non-Profit Corporation Act or under the provisions of the articles of incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV
INDEMNIFICATION
SECTION 1. Indemnification: To the fullest extent permitted by the District of Columbia Non-Profit Corporation Act and the Internal Revenue Code, the Corporation shall indemnify and hold harmless each Officer and Director of the Corporation against any and all liabilities, costs and expenses (including attorneys’ fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any civil action or proceeding to which he or she may be a party by reason of his or her being or having been an Officer or Director of the Corporation, or by reason of any action alleged to have been taken or omitted by him or her in such capacity, except where the injury or damage was a result of (i) the willful misconduct of such person; (ii) a crime, unless such person had reasonable cause to believe that the act was lawful; (iii) a transaction that resulted in an improper personal benefit of money, property, or services to such person; or (iv) an act or omission that was not in good faith and was beyond the scope of authority of the Corporation pursuant to the Act, the Corporation’s Articles of Incorporation, or these Bylaws. Such indemnity shall be effective only in the event that the interested Officer or Director provides the Board of Directors, within a reasonable time after the institution of such action or proceeding, written notice thereof. Such indemnity shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, or otherwise. Such indemnity shall inure to the benefit of the heirs, executors, or administrators of each Officer and Director. The Corporation shall have the power to purchase liability insurance for the indemnity specified above to the fullest extent as determined from time to time by the Board of Directors. Such liability insurance shall provide a minimum limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence, as provided by the Act.
SECTION 2. Limitation. The Corporation shall not --
(A) indemnify any Member or industry participant that knowingly or willfully fails to comply with its duly-adopted standards and practices,
(B) be legally liable for standards and practices it develops in accordance with these Bylaws and best industry practices or for the state of the art if those standards and practices are adopted and applied voluntarily.
ARTICLE XV
AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by two-thirds of the Supporting Members present at any annual meeting, or at any special meeting if at least ten (10) days’ written or other actual notice is given to the membership of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
ARTICLE XVI
GOVERNING LAW
All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of the District of Columbia.
ARTICLE XVII
HEADINGS
Then headings of these Bylaws are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify, or place any construction upon any of the provisions of these Bylaws.
ARTICLE XVIII
SEVERABILITY
All provisions of these Bylaws are severable. If any provision or portion thereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full effect.