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The American Association of Physics Teachers, Incorporated

By-Laws

Adopted by the Board on July 25, 2015
Adopted by the Members on November 4, 2015

 

ARTICLE I
Name

The name of this corporation shall be The American Association of Physics Teachers, Incorporated (the "Association").

ARTICLE II
Purposes

Section 2.01. Purposes. The purpose of the Association shall be the advancement of the teaching of physics and the furtherance of an appreciation for the role of physics in our culture.

Section 2.02. Nondiscrimination. The Association shall not discriminate on the basis of race, religion, color, national origin, gender, sexual orientation, age, or disability.

Section 2.03. Limitations. Notwithstanding any other provision of these By-­Laws, this Association shall not carry on any activities not permitted to be carried on (a) by an association exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law (the "Code"), or (b) by any association contributions to which are deductible under section 170 (c)(2) of the Code. 

ARTICLE III
Members

Section 3.01. Members. The classes of membership shall include regular members, student members, emeritus members, and sustaining members. Any additional classes of membership may be established by the Board and specified in a separate resolution. The privileges of voting and of holding elective office shall be limited to regular, retired, and emeritus members. Any reference in these By-­Laws to a vote of the members shall be deemed to refer to the regular, retired, and emeritus members only. The Association is authorized to collect dues from its members. The dues, privileges, designation, qualifications, characteristics and subclasses of each class of membership shall be set forth in one or more resolutions of the Board.

Section 3.02. Annual Meeting. The annual meeting of the Association shall be held on a date to be determined annually by the Board, at such place as may be designated by the Board.

Section 3.03. Special Meetings. Special meetings of the members may be called by the Board. Special meetings may also be called by the members entitled to cast at least ten percent (10%) of the total number of votes entitled to be cast at such meeting. Notice of a special meeting shall state the purpose or purposes for which the meeting is called and shall indicate that it is being issued by or at the direction of the Board or members calling the meeting. Special meetings shall be held at such place, date, time and location as may be specified in the notice thereof.

Section 3.04. Notice of Meetings. Notice of the place, date and hour of any meeting of members shall be given personally, by mail, by facsimile communication or by electronic mail to each member entitled to vote at such meeting. If the notice is given personally, by first-­class mail, by facsimile communication or by electronic mail, it shall be given not less than 10 nor more than 50 days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than 30 nor more than 60 days before such date. All motions to be approved during any meeting of members shall be announced to the members at least seven days prior to the meeting.

Section 3.05. Waivers of Notice. Notice of any members' meeting need not be given to any member who submits a waiver of notice, in person or by proxy (if authorized), whether before or after the meeting. Waiver of notice may be written or electronic. The attendance of any member at a meeting, in person or by proxy (if authorized), without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such member.

Section 3.06. Quorum. Members entitled to cast 100 votes or one-­tenth of the total number of votes entitled to be cast thereat, whichever is less, present in person or by proxy (if authorized), shall constitute a quorum at a meeting of members for the transaction of any business. A majority of the members present at any meeting may adjourn the meeting despite the absence of a quorum.

Section 3.07. Proxies. If the Board authorizes the use of proxies for a particular item of business or a particular meeting, a member may authorize another person or persons to act for such member at a meeting or by written consent by proxy in writing or by electronic mail. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

Section 3.08. Vote of Members. Except as otherwise required or allowed by law, the Certificate of Incorporation or in Section 3.09 of these By-­Laws, Directors shall be elected by a plurality of the votes cast at a meeting of members by the voting members present in person or by proxy (if authorized) [i.e., by members entitled to vote], and any other action to be taken by vote of the members shall be authorized by a majority of the votes cast at a meeting of members by the voting members present in person or by proxy (if authorized) [i.e., by members entitled to vote thereon].

Section 3.09. Action by Members Without a Meeting. Pursuant to the Association's Certificate of Incorporation and the Not-­for-­Profit Corporation Law of the State of New York, any action required to be taken at a meeting of the voting members of the corporation may be taken without a meeting if (a) for the election of Directors, the action is approved in writing by a plurality of the votes cast by the members entitled to vote in the election, or (b) for any action other than the election of Directors, the action is approved in writing by a majority of the votes cast by the members entitled to vote there on, presuming that the number of votes approving such action is equal to at least a quorum;provided, however, if the Not-­for-­Profit Corporation Law or the Certificate of Incorporation or the By-­Laws of the Association specifically require approval by a higher proportion to take certain action, then such proportion shall be required to take such action by written consent. Such written consent may be delivered electronically.

ARTICLE IV
Board of Directors

Section 4.01. Power of Board and Qualification of Directors. The Association shall be managed by its Board of Directors (the "Board"), which shall exercise all powers necessary to carryout the affairs of the Association but may not alter corporate or governance policies adopted by vote of the membership if such policies specify that they shall not be subject to amendment or repeal by the Board. The power to make financial decisions for the Association shall be vested in the Board exclusively, except that the Board may delegate to the Treasurer, the Executive Officer, or others authority to make financial decisions needed to carry out their duties effectively. Each Director shall be at least 18 years of age and shall be a member of the Association at the time of election or appointment and throughout such Director's term in office.

Section 4.02. Number of Directors. The Board shall consist of eleven voting Directors, who shall be: (a) the following Officers of the Association: Vice President, President-­Elect, President, Secretary, and Treasurer; (b) the Past President; (c) three Members-­at-­Large; and (d) the Chair and Vice Chair of the Section Representatives, who shall be ex officio voting Directors. In addition, the Editor of the American Journal of Physics, the Editor of The Physics Teacher, and the Association's Executive Officer shall be ex officio non-­voting Directors. As used in these By-­Laws, "entire Board" means the eleven voting Directors. The Board may change the number of Directors within the range set forth in the Association's Certificate of Incorporation by amending these By-­Laws upon approval of two-­thirds of the entire Board, as provided in Article X, except that in no case may any decrease in the number of Directors shorten the term of any incumbent Director. 

Section 4.03. Election and Term of Directors. At, or during the autumn prior to, each annual meeting of the members, the members shall elect Directors concurrently with the election of Officers by a plurality of the votes cast by the members entitled to vote in the election. Each Director shall hold office from the close of the annual meeting following such Director's election until the close of the annual meeting at the end of such Director's term in office as specified herein and until such Director's successor has been elected and qualified, or until such Director's death, resignation or removal. During each annual election, the members shall elect the Vice President, either the Secretary or the Treasurer, and one Member-­at-Large, in addition to any elections required in order to fill any vacancies among the Directors or Officers. The tenure of incumbent Directors shall not be affected by an increase or decrease in the number of Directors.

    (a) The Director elected as Vice President shall serve a four-­year term consisting of successive one-­year positions as Vice President, President-­Elect, President, and Past President.

    (b) The Directors elected as Secretary and Treasurer shall serve two-­year terms and be elected in alternate years.Neither shall serve more than three consecutive terms.

    (c) The three Members-­at-­Large shall serve staggered three-­year terms and shall be elected for their experience with, respectively, (i) high schools, (ii) two-­year colleges, and (iii) four-­year colleges and universities. Members-­at-­Large shall not serve consecutive terms except when a person has been elected to complete a term associated with a vacancy.

Section 4.04. Vacancies. A vacancy in the office of Past President shall be automatically filled by the living Past President of most recent incumbency. Vacancies occurring among the other elected Directors between annual elections may be filled by a vote of the majority of the Board then in office to hold office until such Director's successor is elected at next annual election of Directors and takes office, and vacancies in unexpired multi-­year terms shall be filled by a vote of the members at the first annual election after the vacancy occurs. Vacancies occurring among the voting or non-voting ex officio Directors shall be filled by the successor to the position held by such ex officio Director. In the event a successor to such position is not duly chosen within ninety days after the occurrence of a vacancy, then a majority of the Board then in office may elect one or more interim Directors until such time as such successor is appointed.

Section 4.05. Newly Created Directorships. Newly created directorships resulting from an increase in the number of Directors between annual elections may be filled by a vote of two-­thirds of the Directors then in office, regardless of their number. A Director so elected to fill a vacancy shall hold office as a non-­voting Director until the next annual election of Directors, and until such Director's successor shall have been elected and qualified.

Section 4.06. Nominations. The Nominating Committee shall provide at least one candidate for each open position, including any vacancies in unexpired multi-­year terms to be filled by the members. Candidates for any open position may also be nominated directly by petition of the membership. Acceptable petitions must bear the signatures of at least two percent (2%) of the regular, retired, and emeritus members and must be received by the Secretary at least six (6) weeks prior to the start of the annual election. The election ballot shall include the candidates nominated directly by the membership as well as those nominated by the Nominating Committee.

Section 4.07. Resignation. Any Director may resign from office at any time by delivering a resignation in writing to the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified, no acceptance of such resignation shall be necessary to make it effective.

Section 4.08. Removal of Directors. Any or all of the Directors may be removed, with cause, by vote of the members. Any Director may be removed with cause by vote of the Board provided there is a quorum of not less than a majority present at the meeting of Directors at which such action is taken.

Section 4.09. Meetings of the Board. Meetings of the Board, annual, regular or special, may be held at any date, time, and location as may be fixed by the Board or as shall be specified in the respective notice or waivers of notice thereof. Special meetings of the Board may be called by the President or by a majority of members of the Board eligible to vote. Notice of meetings of the Board shall be given in writing or by email to the Directors at least seven days in advance. The reason(s) for the meeting must be set forth in the notice, and all motions voted on at such meeting must originate from such reason(s). Notice of a meeting and the reason therefore need not be given to any Director who submits an electronic or signed written waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 4.10. Participation by Teleconference or Video conference. Any one or more members of the Board or of any committee thereof may participate in a Board or committee meeting by means of a conference telephone, video conference or similar communications equipment, as such communications equipment may be provided in the Association's discretion, allowing all persons participating in the meeting to hear each other at the same time and participate in all matters before the Board or committee, including, without limitation, the ability to propose, object to, and vote upon a specific action. Participation by such means shall constitute presence in person at a meeting.

Section 4.11. Quorum and Voting. A quorum of the Board shall be one-­half of the entire Board. Except as otherwise provided by law or by these By-­Laws,the vote of a majority of the Directors present at a meeting at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 4.12. Written Consent of Directors. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or such committee consent in writing or by email to the adoption of a resolution authorizing such action. Each resolution so adopted and the written or electronic consents thereto by members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or such committee.

ARTICLE V
Committees of the Board

Section 5.01. Committees of the Board. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other committees of the Board, each consisting of three or more Directors, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (1) submission to members of any action requiring members' approval under the Not-­for-­Profit Corporation Law; (2) filling vacancies in the Board or in any committee; (3) fixing compensation of the Directors for serving on the Board or on any committee; (4) amending or repealing the By-­Laws or adopting new By-­Laws; or (5) amending or repealing any resolution of the Board which by its terms shall not be so amended or repealed. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee. Each such committee shall serve at the pleasure of the Board. The designation of any such committee and the delegation thereto of authority shall not alone relieve any Director of such Director's duty to the Association under the Not-­for-­Profit Corporation Law.

Section 5.02. The Board hereby establishes the Audit Committee as a committee of the Board. The Audit Committee shall have the responsibilities specifically assigned to such committee by the Board and shall be comprised solely of "independent directors" as defined by the Not-­-for-­-Profit Corporation Law.

ARTICLE VI
Committees of the Association

Section 6.01. Committees of the Association. Committees, other than committees of the Board, shall be committees of the Association. Such committees may be elected or appointed in the manner set forth in these By-­Laws. Except as otherwise provided, when vacancies occur on committees of the Association, the unexpired terms shall be filled by appointment by the President. Such committees shall have only the powers specifically assigned to them by the Board and may serve in an advisory capacity, but no such committee shall have the authority to bind the Board. Provisions of the Not-for-Profit Corporation Law applicable to Officers generally shall apply to members of such committees.

Section 6.02. Nominating Committee. There shall be a Nominating Committee whose responsibility shall include the selection of candidates for election to the positions of Vice President, Members-­at-­Large, and in alternate years, Secretary or Treasurer of the Association, the selection of candidates for election by the members to fill vacancies in unexpired multi-­year terms, and such other duties as may be assigned by the Board. The Secretary shall instruct each Nominating Committee as to the positions to be filled by election, what is required for the ballot, when it must be received, and what have been past practices and customs. The Nominating Committee shall consist of five members, each of whom shall be members of the Association, whose names shall be presented at the annual meeting of members. The Board shall designate a Chair and two additional members. The Section Representatives shall designate two members. The Committee shall serve until the individuals whom they have nominated, or such other individuals who may be elected, take office. If there is a vacancy in the Chair of the Nominating Committee, a new Chair shall be chosen by members of the committee. If there is a vacancy on the committee, the remainder of the committee shall select an additional member to fill the unexpired term.

Section 6.03. Other Committees of the Association. The Board shall have the power to create additional committees of the Association as needed, establish the charge for the committee, establish the membership of the committee, determine to whom the committee reports, and set the termination date of the committee.

Section 6.04. Temporary Committees of the Association. The President has the authority to appoint one-­year temporary committees of the Association as needed, or as may be requested by the Board.

ARTICLE VII
Advisory Bodies and Supported Organizations

Section 7.01. Sections of the Association. Sections of the Association are geographical areas with members consisting of teachers of physics and others interested in promoting the objectives of the Association. Sections are not subsidiaries of the Association, but are recognized by the Association as an advisory body. Each Section elects a Section Representative who serves the Association in an advisory capacity. Sections have their own governing documents that must not contravene the By-­Laws of the Association. Section boundaries must be defined by postal codes and such boundaries cannot overlap those of other Sections. Changes in Section boundaries must be approved by the Board.

    (a) Section Membership. Section members may but need not be members of the Association. Members of the Association may join one or more Sections but shall vote for a Section Representative in one Section only. All Section meetings shall be open to any member of the Association. Each Section shall elect one of its members, who must be a member of the Association, to serve as its Section Representative.

    (b) Section Recognition. Ten or more members of the members of the Association, in an area deemed appropriate by the Board, may petition the Board through the Secretary to be authorized by the Board to form a Section. A Section shall not be formed that includes part of the territory of any existing Section unless either (i) that Section expressly releases such territory, or (ii) the Board, by affirmative vote of two-­thirds of those members present at a meeting, declares that such territory be released. Any Section not providing evidence of Section activity for a period of two years maybe declared inactive by the Board. Recognition as a Section may be withdrawn by the Board for cause.

Section 7.02. Section Representatives. Section Representatives are elected by Association. Members of the Association may join one or more Sections but shall vote for a Section Representative in one Section only. All Section meetings shall be individual Sections to be their representatives at meetings of the Section Representatives and are required to attend meetings of the members. Section Representatives must be members of the Association and of the Section they represent. Section Representatives serve as advisors to the Association, and the Chair and a Vice Chair of the Section Representatives serve as ex officio voting members of the Board. The body of Section Representatives shall have its own governing documents that must not contravene the By-­Laws of the Association.

    (a) Chair and Vice Chair of the Section Representatives. The Section Representatives, at a meeting coincident with the annual meeting of the Association, shall elect a Vice Chair, who must be a Section Representative at the time of election. The Vice Chair shall hold office from the close of that annual meeting until the close of the second annual meeting after assuming office. The Vice Chair of the Section Representatives shall become Chair of the Section Representatives following the two-year term as Vice Chair and shall serve a two-­year term as Chair. The Chair and Vice Chair of the Section Representatives must be members of the Association throughout their terms. A vacancy in the office of Chair of the Section Representatives shall be filled by the automatic succession of the Vice Chair, who shall also serve the normal two-­year term as Chair of the Section Representatives. A vacancy in the office of Vice Chair of the Section Representatives shall be filled by election from among the Section Representatives at the next annual meeting. This may lead to a vacancy in the office for part of a year.

    (b) The Chair of the Section Representatives and the Association Secretary shall receive annual reports of the activities of Sections and shall be notified of changes in Section constitutions. The Board may request changes in Section constitutions where these are inconsistent with policies of the Association.

    (c) Secretary shall receive annual reports of the activities of Sections and shall be notified of changes in Section constitutions. The Board may request changes in Section constitutions where these are inconsistent with policies of the Association.

    (d) A Section Representative unable to attend a meeting of the Section Representatives may be represented by an alternate if this is not prohibited by the applicable Section constitution. The Secretary of the Section Representatives must be informed in writing by the Section Representative or other Section Officer of the name of the alternate before the meeting is called to order. The alternate shall be a member of the Association and the Section being represented.

Section 7.03. Affiliated Organizations. The Association works with Affiliated Organizations in the spirit of spreading knowledge and outreach about physics education. Any organization made up of five or more regular, retired, or emeritus members of the Association and concerned with the educational, cultural, or historical aspects of physics may, on petition to the Board through the Secretary, be recognized by the Board as an Affiliated Organization. There shall be no geographic restrictions of Affiliated Organization membership or location. Persons who are not members of the Association may be members of Affiliated Organizations. Meetings of Affiliated Organizations must be open to any member of the Association. Affiliated Organizations do not elect representatives to any governing body of the Association.

    (a) Reporting Requirements. Affiliated Organizations must submit an annual report to the Executive Officer and to the Secretary prior to December 1 of each year. The annual report must include the names and addresses of Officers and a description of the past year's activities and future plans.

    (b) Dismissal. Organizations may lose the Affiliated Organization status by vote of the Board or by the request of the organization. Dismissal is automatic if an organization fails to submit an annual report for two consecutive years.

ARTICLE VIII
Officers, Agents, and Employees

Section 8.01. General Provisions. The Officers of the Association shall be the President, the President-­Elect, the Vice President, the Secretary, the Treasurer, the Executive Officer, and such other corporate Officers as the Board shall determine. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 8.02. Term of Office, Vacancies, and Removal. Other than the Executive Officer, the Officers shall be elected by the members concurrently with their election as Directors and shall hold office as set forth in Section 4.03. Such Officers may only be removed as provided in Section 4.08, but their authority to act as an Officer may be suspended by the Board for cause. The Executive Officer shall be appointed by the Board to hold office at the pleasure of the Board and may be removed by the Board at any time with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not itself create contract rights.

Section 8.03. Powers and Duties of Officers. Subject to the control of the Board, all Officers shall have such authority and perform such duties in the management of the property and affairs of the Association as may be provided in these By-­Laws or by resolution of the Board and, to the extent not so provided, as generally pertain to their respective offices.

    (a) President. The President shall preside at meetings of the Board and meetings of the members and shall have duties associated with the presidential office or as may be determined by the board. No employee may sere as President of the Association.

    (b) President-Elect. The President Elect shall have duties determined by the Board.

    (c) Vice-­President. The Vice President shall have duties determined by the Board. The Vice President shall assume the position of chair of the committee which oversees the programs of the Association at the close of the summer meeting following election to office and shall continue in this capacity until the close of the next summer meeting.

    (d) Secretary. The Secretary shall have the duties ordinarily associated with the office and other such duties as may be determined by the Board.

    (e) Treasurer. The Treasurer shall have the duties ordinarily associated with the office and other such duties as may be determined by the Board.

    (f) Executive Officer. The Executive Officer shall have duties determined by the Board.

Section 8.04. Agents and Employees. The Board may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board shall have the power to appoint Editors to three-­year terms that may be renewed. The Board shall also appoint Associate Editors and Editorial Board members. Each person shall hold office at the pleasure of the Board and may be removed by the Board at any time with or without cause.

Section 8.05. Compensation of Agents and Employees. The compensation, if any, of agents and employees appointed by the Board shall be fixed by the Board, but this power may be delegated to any officer, agent or employee as to persons under that person's direction or control.

ARTICLE IX
Miscellaneous

Section 9.01. Annual Report of Directors. The Board shall present at the annual meeting of members a report, verified by the President and Treasurer or by a majority of the Directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following: (1) the assets and liabilities, including the trust funds, of the Association as of the end the most recent 12-­month fiscal period for which such report has been verified or certified; (2) the principal changes in assets and liabilities, including trust funds, during said fiscal period; (3) the revenue or receipts of the Association, both unrestricted and restricted to particular purposes, during said fiscal period; (4) the expenses or disbursements of the Association, for both general and restricted purposes during said fiscal period; and (5) the number of members of the Association as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found. The annual report of the Directors shall be filed with the records of the Association and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of members. The Association budget and the final financial report for the preceding year shall be published annually or distributed in other ways to all members upon completion.

Section 9.02. Fiscal Year. The fiscal year of the Association shall be the calendar year or such other period as may be fixed by the Board.

Section 9.03. Corporate Seal. The seal of the Association, if any, shall be circular in form and contain the name of the Association, the words "Corporate Seal" and "New York" and the year the Association was formed in the center. The Association may use the seal by causing it or a facsimile to be affixed or impressed or reproduced in any manner.

Section 9.04. Checks, Notes, Contracts. The Board shall determine who shall be authorized from time to time on the Association's behalf to sign checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money; to enter into contracts; or to execute and deliver other documents and instruments.

Section 9.05. Books and Records. The Association shall keep at its principal office (1) correct and complete books and records of accounts, (2) minutes of the proceedings of its members, Board and any committee of the Association, and (3) a current list or record containing the names and addresses of all members, Directors and Officers of the Association. Any of the books, records and minutes of the Association may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 9.06. Indemnification and Insurance. To the fullest extent permitted by applicable law, the Association shall indemnify any person made, or threatened to be made,a party to an action or proceeding other than one by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, by reason of the fact that such person or such person's testator or intestate is or was a Director or Officer of the Association or serves or served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the Association, and the Association may advance such person's related expenses. The Association shall have the power to purchase and maintain insurance to indemnify the Association and its Directors and Officers to the full extent such indemnification is permitted by law.

Section 9.07. Duration and Dissolution. This Association shall continue forever unless dissolved in the manner provided by the Code and the Not-­for-­Profit Corporation Law. In the event that the Association is dissolved, the Board, after fulfillment of all obligations of the Association, shall dispose of all assets of the Association exclusively for the purposes of the Association to such charitable, educational, or scientific organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law, except that in the case of funds granted by an agency stipulated otherwise, disposition shall be made in accordance with the provisions contained in the pertinent grant documents.

ARTICLE X
Amendments to By-­Laws

These By-­Laws may be amended or repealed, and new By-­Laws may be adopted either by a two-­thirds vote of the members or by a two-­thirds vote of the entire Board. Any By-­Law changes to be approved by the Board must be announced in writing (i) to the Board at least four months in advance of such vote and (ii) to the Members at least one month in advance of such vote. Members may submit comments on any By-­Law amendment proposed for a Board vote to the Secretary for consideration by the Board. Any By-­Law adopted by the Board may be amended or repealed by the members, and any By-­Law adopted by the members may be amended or repealed by the Board, except that the Board shall not amend or repeal a By-­Law adopted by the members which provides that such By-­Law shall not be subject to amendment or repeal by the Board. A proposed amendment recommended by the Board to any By-­Law which requires member approval or any proposed amendment recommended by a petition to the Secretary signed by at least four percent (4%) of the regular, retired, and emeritus members must be submitted to the membership for vote.