<p> BYLAWS OF THE METROPOLITAN TULSA CHAMBER OF COMMERCE, INC.</p><p>ARTICLE I</p><p>Name and Location</p><p>Section 1. Name: The name of this incorporated organization is Metropolitan Tulsa Chamber of Commerce, Inc. (hereinafter the “Corporation”). </p><p>Section 2: Location: It shall be domiciled in the City of Tulsa, Oklahoma.</p><p>ARTICLE II</p><p>Object-Limitation</p><p>Section 1. Object: The Corporation is organized to:</p><p> represent business and involve community leadership for the continued development of a diverse and prospering regional economy, improvement of quality of life, and fostering a hospitable business climate.</p><p>Section 2. Limitation: The Corporation shall:</p><p> observe all local, state and federal laws which apply to non-profit corporations as defined in Section 501(c)(6) of the Internal Revenue Code or such other section as may be determined to apply.</p><p>Section 3. Dissolution: Should the Corporation for any reason be dissolved and cease to exist as a corporation, then and under that circumstance any and all monies in the treasury upon payment of all owing obligations, and all unencumbered assets, and property, shall be transferred to such eligible non-profit corporation, or corporations, in accordance with applicable I.R.S. regulations as may be selected by the Board of Directors (hereinafter the “Board”) and shall not accrue to the benefit of any Officer, Director, member, or group of members of the Corporation.</p><p>ARTICLE III</p><p>Members</p><p>Section 1. Eligibility for Membership: All persons, firms, and corporations interested in the industrial, commercial, financial or social welfare of the Tulsa area, or who desire to develop the greater prosperity of the city and its surrounding country, or who design to promote any of the other objects of the Corporation, shall be eligible for membership in the Corporation, subject, however, to all of the other terms and conditions of these Bylaws.</p><p>Section 2. Classes of Members: Members of this Corporation shall be classified as Active members or Life members.</p><p>Section 3. Active Members: All members other than Life members shall be Active members. Each applicant for Active membership shall sign a membership application which shall state that the member agrees to abide by the rules and policies of the Corporation. Such application shall have the recommendation of at least one member of the Corporation in good standing. Upon completion of this procedure and the payment of the prescribed dues, the applicant is deemed an Active member. Active membership in the Corporation is a requirement for service on the Corporation’s Board, its committees, and task forces.</p><p>Section 4. Life Members: Life memberships in the Corporation may be conferred from time to time, as the Board may determine, upon those who are eligible for or are members provided that such memberships shall only be conferred as awards for meritorious service rendered to the Corporation. Such Life memberships shall be without dues, but with the privilege of voting.</p><p>Section 5. Meetings of Members: An annual meeting of the members shall be held each year at a time set by the Board. The members present at the annual meeting of the members shall constitute a quorum and the members present at any regular or special meeting of the members shall constitute a quorum.</p><p>Section 6. Rights of Members to Vote: Every Active member in good standing and every Life Member shall be entitled to cast at least one vote; each Active Member as such shall have paid to the Corporation during the then current year, as dues for that year, an amount equal to or in excess of the base rate membership set forth in Section 8 of this Article and shall be entitled to one additional vote for each full multiple of this base rate membership amount so paid, provided, however, that no member shall ever be entitled to cast more than ten votes. However, any member may vote its total number of membership votes allocated to it by one of its authorized officers.</p><p>Section 7. Dues of Members: The dues of each Active Member per annum shall be no less than the base rate amount as established by the Board. The Board shall adopt and publish the Minimum Investment Schedule (MIS) as a guide to the establishment of base rate amounts. Dues shall be payable into the general fund either monthly or quarterly, or semi-annually, or annually, in advance, as each member may elect; provided, however, that dues of members paying the base rate amount shall be payable only semi-annually or annually in advance.</p><p>2 Section 8. Funds: All money from dues, subscriptions, donations or other sources shall be paid into the general fund of the Corporation, and shall be in the general charge of the Treasurer as provided in these bylaws.</p><p>Section 9. How Membership is Terminated: Membership in the Corporation shall be terminated by death, or by expulsion by the Board for noncompliance with terms of eligibility and/or adopted policy with opportunity for a hearing before the Board to be provided, or by resignation after payment of all accounts due the Corporation, or by non-payment of dues as in the next section provided. The hearing procedure shall be determined by the Board and described in the Rules of Procedure Manual.</p><p>Section 10. Termination of Membership for Non-Payment of Dues: Any member who fails to pay dues for four months from and after the mailing or giving of the regular statement therefore shall be dropped from the roll of membership. Any such member may be reinstated to membership by making explanation satisfactory to the Board and by making formal application as a new member, such application to be accompanied by the payment of the regular dues for one year in advance.</p><p>Section 11. Effect of Termination of Membership: Termination of membership for any cause shall cancel, terminate and end any and all right, title or interest of whatsoever kind or nature of such member in said Corporation.</p><p>Section 12. Memberships Non-Transferable: No member may sell, assign, transfer, or in any manner whatsoever dispose or attempt to dispose of such membership, or any right or privilege conveyed by reason of such membership, in this Corporation, or be deprived of the same, except as herein provided.</p><p>ARTICLE IV</p><p>Board</p><p>Section 1. Authority: Full control of the affairs of the Corporation shall be vested in the Board.</p><p>Section 2. Size: The Board shall consist of the Past Presidents/Chairmen, active in business as determined by the Executive Committee, and members in good standing of the Corporation plus a maximum of sixty-six (66) additional members, including the Chairman, Chairman-elect, the Vice-Chairmen, Secretary and Treasurer who shall automatically be members thereof, the Chairman of the Small Business Council, the Chairman of the Minority Business Council, the Chairman of the Council of Indian Nations Area Chambers (COINAC), and the Chairman of the Tulsa Sports Commission, each of whom shall be a member in good standing of the Corporation, and the principal elected officer of other voluntary associations as may be selected by the Board. All shall have voting privileges.</p><p>3 Section 3. Composition: Fifteen (15) members of the Corporation shall be elected by the Corporation membership each year and shall serve full three (3) year terms. The Chairman of the Board, subject to the approval of the Board, may appoint additional directors to fill the full complement of the Board, five (5) of whom shall have a place of business in the Tulsa area outside the City of Tulsa. The appointed directors shall have voting privileges, shall serve for terms of one (1) year each concurrent with the elective term of the Chairman of the Board, and shall be eligible to hold office.</p><p>Section 4. Responsibility: The Board shall serve as the governing body of the Corporation.</p><p>In this capacity, it shall cause to be prepared Rules of Procedure Manual which shall serve to guide the Corporation in the pursuance of its proper duties. These Rules shall not only include the duties and responsibilities of all individuals working within the corporation structure of the Corporation but shall serve as a basis for the proper orientation of these individuals. Such Rules will also set forth the working relationships which shall exist between individuals and groups associated with the Corporation.</p><p>In this capacity, the Board shall prepare, or cause to be prepared, for their approval, Statements of Policy, or Policy Declarations, which shall serve to provide the framework for its decision-making responsibility in all matters affecting the well-being of its service area.</p><p>Section 5. Term of Office: No member of the Board shall serve for more than two (2) successive three-year elected terms, unless elected as an Officer. Following such period of consecutive service, one (1) year must elapse before the member shall again be eligible for elected or appointed service as a Director.</p><p>Section 6. Meetings and Penalties: A regular annual meeting of the Board shall be held in November on a date as shall be established by the Chairman. At such annual meeting of the Board, or at any adjourned session thereof, the Board shall elect officers of the Corporation for the ensuing year and shall receive reports of officers and transact any other business that may come before them. In addition to said annual meeting, the Board shall meet at least once each month on a day and at an hour to be determined by the Executive Committee. Attendance shall be restricted to members of the Board, except that upon the invitation of the Chairman of the Board other designated non-members of the Board may attend.</p><p>Special meetings shall be called whenever required in order that the Board fulfill its responsibilities. Special meetings of the Board may be called at any time by the Chairman of the Board, in his absence by the Chairman-elect, or at any time by the President/CEO, or at the request of five (5) directors or twenty (20) members, in writing, to any of the Chairman of the Board, the President/CEO, or the Secretary. Notice of special meetings of the Board must be given by the President/CEO or the Secretary, in writing, to the directors, by </p><p>4 mailing said notice to the post office address of the directors, as they appear on the books or rolls of the Corporation at least two days prior to the meeting, or by personal service of said notice on the directors provided that the notice designated in this section required to be served given any director may be waived by the director orally or in writing. Notice of the annual meeting of the Board and of other regular meetings of the Board need not be given. All meetings of the Board shall be held at the office or principal place of business of the Corporation in the City of Tulsa; or at such other place as may be designated by the Chairman of the Board (or in his absence by the President/CEO) with notice in such latter event to all of the Board meetings, unless such notice be waived. Nine (9) directors shall constitute a quorum, and the votes of a majority of the directors present shall be necessary to constitute a binding act of the Corporation, except as in these Bylaws otherwise expressly provided.</p><p>Vacancies shall be filled by appointment by the Chairman of the Board, with approval of the Board, for unexpired terms.</p><p>Section 7. Death or Resignation: Upon the death or resignation of any member of the Board, such vacancy shall be filled by appointment by the Chairman of the Board, subject to the approval of the Board, and such appointee shall serve for the remainder of the unexpired term.</p><p>ARTICLE V</p><p>Executive Committee</p><p>Section 1. Composition: The members of the Executive Committee shall, by virtue of their responsibility, include:</p><p>1. The Chairman of the Board</p><p>2. The Chairman-elect</p><p>3. The six Vice-Chairmen</p><p>4. The Treasurer</p><p>5. The immediate past-Chairman of the Board</p><p>6. The Legal Counsel</p><p>7. Four (4) members nominated by the Officers’ Nominating Committee</p><p>8. The Chairman of the Minority Business Council, Chairman of the Council of Indian Nations Area Chambers (COINAC).</p><p>The President/CEO shall be a non-voting member of the Executive Committee.</p><p>5 Section 2. Responsibilities of Officers/Executive Committee: During the intervals between meetings of the Board, the Executive Committee shall advise with and aid the officers of the Corporation in all matters and policies concerning the affairs of the Corporation and the management of its business, and shall generally perform such duties and exercise such powers as may be directed or delegated by the Board from time to time. The Board hereby delegates to the Executive Committee the authority to exercise all the powers of the Board, except power to amend these bylaws, while the Board is not in session, but there is reserved unto the Board power to revoke and/or redelegate such power so delegated to such committee.</p><p>Section 3. Meetings: Meetings of the Executive Committee may be called by the Chairman of the Board, or, in the Chairman’s absence, the Chairman-elect, or by any four (4) members of the committee. A majority of the voting members of the Executive Committee shall constitute a quorum at any meeting. In the absence of a quorum, the meeting may adjourn subject to call by the Chairman of the Board or by the presiding officer at the meeting.</p><p>ARTICLE VI</p><p>Selection of Directors</p><p>Section 1. Nomination by Nominating Committee:</p><p> a. A Nominating Committee of at least seven (7) members, none of whom shall be a candidate, shall be appointed by the Chairman of the Board each year by or before July 15. The Chairman of the Board shall designate the Chairman.</p><p> b. The Nominating Committee shall select nominees equal in number to the vacancies to be filled on the Board, not more than fifteen (15) in number. The Nominating Committee shall contact each nominee to obtain the nominee’s written agreement to serve if elected. The list of nominees shall, immediately upon completion, be certified to the Chairman of the Board.</p><p> c. Within one (1) week after the Nominating Committee has certified its slate of nominees, or in any event no later than the second Monday in September, the list shall be submitted to all members of the Corporation together with a copy of the sections of the Bylaws dealing with selection of the Board, giving notice of procedures by which additional nominations may be made.</p><p> d. Any twenty (20) members in good standing may make additional nominations up to, but not exceeding, the number of Board vacancies to be filled, fifteen (15) in number, by submitting a petition to the Nominating Committee bearing their signatures, accompanied by the written consent of such nominee to serve if elected. Such additional nominations must be </p><p>6 received in the office of the Corporation by the last Wednesday in September.</p><p> e. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of fifteen (15) candidates shall be declared elected by the Board at their regular October Board meeting. </p><p> f. If there are more nominations than there are vacancies, the Nominating Committee shall prepare and mail to each member at the address shown on the rolls of the Corporation, a ballot containing the names of the nominees with a statement plainly printed thereon giving the number of the Board to be elected and instructing the member to vote for not more than the number to be elected, with the further statement plainly printed thereon that a vote for more or fewer nominees than the number of the Board to be elected will void the ballot. Ballots, to be counted, must be voted and returned to the office of the Corporation in a self-addressed envelope mailed with the ballot and received by the Corporation by 5:00 p.m. on the second Wednesday in October, and any ballot or ballots received thereafter will be not counted.</p><p>Section 2. Election Committee: If there are more nominations than vacancies, the Chairman of the Board shall, at least two weeks prior to the deadline for the receipt of ballots appoint an Election Committee, composed of not less than three (3) Board members whose terms do not expire at the next annual election, whose duty it shall be to see that the election of members of the Board at the forthcoming election of Board is carried out according to the terms and conditions of these Bylaws, that adequate tellers are available, and that all votes of the members eligible to vote are properly tallied and canvassed.</p><p>Section 3. Certification of New Directors: Following the official determination of the new Directors, the Election Committee shall certify their names to the Chairman of the Board, by a statement signed by the members of such committee.</p><p>7 ARTICLE VII</p><p>Officers</p><p>Section 1. Nominating Committee: Prior to the annual meeting of the Board, the Chairman of the Board with the approval of the Board, shall appoint a Nominating Committee selected from the existing roster of the Board and/or from among past Presidents/Chairmen who shall nominate one candidate for each office to be filled; namely Chairman of the Board, Chairman-elect, President/CEO, each Vice Chairman by designation of division for which be will be responsible, Treasurer and Secretary. Additionally, four members are to be nominated to serve as at-Large members of the Executive Committee plus nominees for the Minority Business Council. As soon as the committee has completed its work, the list of nominees shall be presented in written form to the Chairman of the Board.</p><p>Section 2. Election of Officers and Confirmation of Appointees to the Board: The Chairman of the Board shall notify all of the present members of the current Board to be present at the regular annual meeting of the Board in November for the purpose of receiving the report of the Nominating Committee, the election of officers and the confirmation of appointees to the Board, as follows:</p><p> a. The election of the Chairman of the Board for the ensuing year</p><p> b. The approval of the appointments by the Chairman of the Board-elect to the Board for the ensuing year as elsewhere herein provided (the Chairman of the Board-elect may or may not at this time request Board approval of all or any portion of appointments to the Board)</p><p> c. The election of the remaining Officers for the ensuing year</p><p> d. The approval of the At-Large Executive Committee members</p><p>With respect to the foregoing nomination of officers, additional candidates may be nominated by any member of the Board present at such meeting and if there be more than one candidate for any one office, a secret written ballot shall be voted for such office.</p><p>The Chairman of the Board, the Chairman-elect, the Treasurer, the Vice Chairmen, and the At-Large members of the Executive Committee, who will be serving the immediate following year, must be chosen from among the Board. </p><p>Section 3. Duties of Officers: </p><p> a. Chairman of the Board - The Chairman of the Board shall preside at all meetings of the membership and the Board. By virtue of the office the Chairman of the Board shall be a member of the Board while serving as Chairman of the Board. The Chairman of the Board shall, with the advice and counsel of </p><p>8 the Chairman-elect and the President/CEO, determine those committees not otherwise provided for, subject to the approval of the Board, appoint, or cause to be appointed, the members of all standing and special committees, task forces, and all other organizational operating units and, with the advise and counsel of the respective Vice Chairmen, the President/CEO, and the Vice Presidents, appoint the Board who will serve on each of the Division Councils. </p><p> b. Chairman-elect - The Chairman-elect shall assist the Chairman of the Board, preside over meetings in the absence of the Chairman of the Board and perform such other duties and exercise such other powers as the Board shall prescribe.</p><p> c. Treasurer – The Treasurer of the Corporation shall make current reports on at least a quarterly basis to the Executive Committee on the condition of the Corporation’s finances and upon its membership activities. The Treasurer shall cause an annual report to be made by a Certified Public Accountant of the financial operations of the Corporation which is to be presented to the Executive Committee and to the Board.</p><p> d. President/CEO - The President and CEO (herein “President/CEO”) shall be the Chief Executive Officer responsible for the operation and administration of the Corporation and shall, with the advice and counsel of the Chairman of the Board, and the Executive Committee, employ all employees and shall be responsible for and shall direct the carrying out of the policies of the Corporation according to the regulations specified or indicated by the Board.</p><p>The President/CEO shall sign all deeds, contracts and other instruments affecting the operation of the Corporation or any of its properties, and with the Secretary, sign formal documents of the Corporation, and may, in addition, exercise such other powers as may be deemed likely to increase the effectiveness of the Corporation.</p><p>The President/CEO shall keep or cause to be kept, under the supervision of the Treasurer, proper records of dues and account of the Corporation, and shall render reports of the finances of the Corporation to the Board quarterly or at such times as called upon therefor by the Board or the Chairman of the Board.</p><p>The President/CEO shall appoint the Chief Financial Officer and the Division Vice Presidents who shall serve at the President/CEO’s pleasure. The President/CEO shall follow no other business or vocation and shall devote the entire time to the best interest of this Corporation, its purposes and program for the development of Tulsa and vicinity under the direction of the Board and the Executive Committee. The President/CEO shall receive such compensation for services to this Corporation as may be determined by the employment agreement and shall receive no salary or other compensation from any other organization for any services rendered. The President/CEO shall have such other duties and exercise such other powers as may be directed or delegated by the Board from time to time. The President/CEO shall be elected to this office in accordance with the provisions of these Bylaws (Article VII). When the office of President/CEO </p><p>9 is vacant, the successor shall be elected to the office by the Board at any regular or special meeting of the Board. The procedure for nominating said successor shall be determined by the Executive Committee with the approval of the Board.</p><p> e. Vice Chairmen of the Board - The Vice Chairmen shall be elected to the designated division of Corporation activity for which each shall be responsible. Each will be basically responsible for conferring with the administrative branch of the Corporation on ways and means by which full committee production can be motivated within their area of activity. Each will confer with the Chairman of the Board, Chairman-elect, Treasurer and President/CEO with reference to coordinating program, committee appointments, and financial needs. Each will serve as the vehicle through which recommendations for proposed policy will be presented to the Board for decision. Each will serve as chairman of or liaison to the division planning group to be composed of Board and members of the corporation having specific interest in the program of the division and who shall thereby be subject to appointment to task forces or committees assigned to specific projects within the purview of the division. The planning group shall advise and assist in the fulfillment of the division’s responsibilities.</p><p> f. Secretary - The Secretary and/or the Assistant Secretary shall be present at all meetings of the members and the Board and shall keep or cause to be kept full minutes thereof, and the Secretary, or the Assistant Secretary, shall have charge of all records of the Corporation, together with the Seal and Charter, and shall have authority to affix the Corporate Seal. The Secretary or the President/CEO shall give notice of all meetings of the members and Board, when and as herein provided, and shall have such other duties as herein provided and as may be determined by the Board.</p><p>ARTICLE VIII</p><p>Legal Counsel</p><p>Section 1. Legal Counsel Defined: The Chairman of the Board, subject to Board approval, shall appoint an attorney-at-law from among the membership of the corporation to serve as the legal counsel of the Corporation during the Chairman of the Board’s administration. The Legal Counsel shall be a voting member of the Executive Committee.</p><p>Section 2. Authority: The Legal Counsel, will provide the Board, the Executive Committee, the President/CEO and various departments with legal interpretations and advise on matters designed to strengthen the Corporation’s efforts. By virtue of Legal Counsel’s authority and importance to the well-being of the Corporation, Legal Counsel shall be encouraged to attend all meetings of the Board and the Executive Committee. No material contracts or agreements shall be consummated by any officer, staff personnel, director, or member without prior approval of the Legal Counsel. </p><p>10 ARTICLE IX</p><p>Miscellaneous</p><p>Section 1. Fiscal Year: The fiscal year of the Corporation shall commence on the first day of January and end on the thirty-first day of December of each successive calendar year.</p><p>Section 2. Division Organization: Operating divisions may be established to embrace the various areas of program concern. These may include Convention & Visitors, Economic Development, Government Affairs, Organization Marketing, and Community Betterment; by action of the Board, additional divisions may be established and the ones herein listed may be changed or deleted. Each division shall have a Division Planning Group and such task forces, or other action groups, deemed to be required for the conduct of the work of the division. Appointments to these action groups shall be by the division Chairman. Each division shall have a staff member as Division Vice President, who shall be designated by the President/CEO as its operating officer. </p><p>Division Planning Group - at the beginning of each year, a Division Planning Group is to be appointed to be made up of the Division Chairman, who serves as its Chairman, such Board as may be appointed by the Chairman of the Board, and such other members of the Corporation as may be appointed by the Chairman of the Board or the Division Chairman. The Division Vice President shall also be a member of the Planning Group and shall be responsible for maintaining its records. A Vice Chairman of the Planning Group, who shall be a Director, is to be appointed by the Division Chairman to preside in the Division Chairman’s absence. The Division Planning Group shall be responsible for the preparation of the division’s program of work and shall counsel the Division Vice President and Division Chairman on priorities, accomplishments, and program changes; it shall also assist in the preparation of special budget recommendations deemed necessary to meet the requirement of its program of work.</p><p>Section 3. Budget Preparation: The Chief Financial Officer/Controller is to prepare a draft copy of the subsequent year’s proposed budget in preliminary form by October 15. Projected line items are to be based upon projections of the current year’s expenses as well as upon changing circumstances anticipated by the CFO/Controller and the President/CEO. The Planning Group of each division is to review and counsel with the Division Vice President/CEO on each respective division budget; a budget request or recommendation with regard to desired project needs is to be submitted to the President/CEO by the end of October. The full recommended budget, both of income and expenditures, is to be reviewed by the Executive Committee and to be recommended to the Board for its action in December. Periodic reports, at least quarterly, are to be reviewed by the Executive Committee to satisfy itself that the Corporation and its various Divisions are operating within budget limitations and, </p><p>11 as necessary, to recommend readjustments in the budget for the approval of the Board.</p><p>Section 4. Program of Work: Each separate division, through its Division Council, is to review the division program of work in October to report on progress and adopt recommended program changes for the subsequent year. These recommended changes, as well as recommended principal objectives, are to be submitted to the President/CEO by November 1. The Executive Committee will adopt statements of principal objectives for the ensuing year for approval by the Board in November, and of the divisional programs of work for action by the Board in December.</p><p>Section 5. Political Action Committees: PAC’s are authorized to be established which shall be composed of the minimum number of members required by law and whose purpose shall be the solicitation of contributions of funds and services to be utilized by the committees for the support of candidates for political office and other political purposes. Each committee shall select from its membership a Chairman and Treasurer and such other officers as appropriate and that the committee may desire, shall adopt rules for the conduct of its operations, and shall, in the conduct of its affairs, comply with all applicable federal and state laws, including, without limitation, 2 U.S.C.S431 et seq. and the regulations issued thereunder. The committee shall at all times be subject to the authority of the Board and shall at the request of the Board, submit reports to it concerning the affairs of the committee.</p><p>Section 6. Creation of Organizational Operating Units: The Board shall have power to create such divisions and departments and such other committees as it may, from time to time, deem advisable for the efficient operation of the Corporation and to dispense with any now existing or hereafter credited other than the committees specifically set out in these Bylaws.</p><p>Section 7. Debts and Obligations, Creation of: No debt or obligations whatsoever for the payment of money or other things of value shall be created or incurred by any officer, or employee, or agent of this Corporation, or other person, and no money shall be appropriated or paid out of the general fund and no contract or other act whatsoever of any officer or employee or agent of this Corporation, or other person, by the terms or result of which any debt or obligation whatsoever is created or attempted to be created, shall be in any manner binding upon this Corporation unless the same be authorized by provision therefore in the budget of the Corporation, or unless the same respectively be authorized and directed or ratified by the Board in regular meeting or special meeting called for that purpose.</p><p>Section 8. Payment of Obligations: All bills for obligations or expenses shall be first approved for payment by the President/CEO or the CFO/Controller, except the items definitely set out and provided for in the approved budget for the year. All bills shall be paid by voucher check, which shall be signed by two (2) Officers or employees of the Corporation, one of whom shall be the Treasurer, or the President/CEO or the CFO/Controller; and the other </p><p>12 of whom may be from among those officers and employees duly authorized by the Board. Such voucher checks shall be filed at the end of each month when the statement or statements from the bank or banks of the Corporation have been received together with the original bill calling for the expenditure.</p><p>Section 9. Indemnification of the Board and Officers: The Corporation may, by resolution of the Board, provide for indemnification by the Corporation of any and all of its Board or Officers or former Board or Officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties, or a party, by reason of having been on the Board or Officers of the corporation, except in relation to matters as to which such Director or Officer or former Director or Officer shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.</p><p>Section 10. Rules of Order: Robert’s Rules of Order shall govern all the proceedings of the meetings of the members, and of the Board, and of all committees, unless otherwise expressly provided herein.</p><p>Section 11. Seal of Corporation: The corporate seal shall have inscribed thereon the name of the Corporation and the words “CORPORATE SEAL OKLAHOMA” and such other words and matters as may from time to time be provided by law.</p><p>Section 12. Referenda, Right of: Upon the request in writing of five (5) per cent of the members of the Corporation in good standing, the Board shall, or, upon its own initiative, may submit a question to the members for a referendum vote, the proxy for such vote to be accompanied by briefs stating the two opposing sides of the question. When so provided in the request or proxies, the action so taken by the membership shall be final.</p><p>Section 13. Bond: All persons authorized to sign checks shall be covered individually and collectively by a fidelity bond in the sum of not less than $50,000. Such other employees of the Corporation as deemed necessary shall be covered by appropriate bonds. All said bonds shall be executed through an approved indemnity company and the cost thereof shall be paid for by the Corporation.</p><p>ARTICLE X</p><p>Amendments</p><p>Section 1. How Bylaws are Amended: These Bylaws may be altered, amended or repealed by:</p><p> a. The affirmative vote of a majority of the Board at any regular or special meeting if the proposed alteration or amendment be presented in writing at the </p><p>13 meeting of the Board next preceding such vote or if a copy of the proposed changes be contained in a notice of the meeting</p><p> b. The affirmative vote of two-thirds (2/3) of the Board present at any regular or special meeting, or</p><p> c. A two-thirds (2/3) affirmative vote of the members entitled to vote thereat, at the annual meeting of members, or at any other meeting of the members, called for that purpose by the Board.</p><p>14 CERTIFICATION</p><p>The foregoing revised Bylaws of the Metropolitan Tulsa Chamber of Commerce, Inc. were adopted by the unanimous action of the Board in regular session on 9/22/98, to supersede and replace the last adopted revisions of the Bylaws. These Bylaws shall be effective September 9, 2002.</p><p>SEAL Chairman</p><p>AssistantSecretary</p><p>AMENDMENTS</p><p>Bylaw amendments duly approved by the Board on June 16, 1964, October 5, 1965, November 2, 1967, November 19, 1968, October 7, 1969, January 19, 1976, February 9, 1976, April 19, 1977, November 20, 1978, July 21, 1980, August 18, 1980, December 15, 1980, July 20, 1981, November 15, 1982, December 19, 1983, September 10, 1984, June 17, 1985, September 23, 1985, January 20, 1986, March 17, 1986, August 17, 1987, January 25, 1988, August 5, 1988, October 24, 1988, August 14, 1989, October 16, 1989, April 16, 1990, July 23, 1990, September 24, 1990, October 22, 1990, October 26, 1992; November 18, 1996, September 22, 1997, September 22, 1998 and September 9, 2002 are incorporated into the foregoing. </p><p>Assistant Secretary</p><p>(insert date amendments approved)</p><p>15</p>