The Altshuller Institute

for TRIZ Studies

ARTICLE XI

MISCELLANEOUS PROVISIONS

 

Section 1 – Execution of Papers

 

All deeds, leases, transfers, contracts, bonds, notes, releases, drafts and other obligations authorized to be executed on behalf of the Corporation shall be signed by the President or Vice-President and Treasurer or Assistant Treasurer, except as the Directors may generally or in particular cases otherwise determine. Checks drawn on the Corporation's account shall be signed by two (2) persons designated by the Board of Directors.

Section 2 – Voting of Securities

 

Except as the Directors may generally or in particular cases otherwise specify, the President or Vice-President and Treasurer or Assistant Treasurer, may on behalf of the Corporation vote or take any other action with respect to-shares of stock or beneficial interest of any other Corporation, or of any association, trust or firm, of which any securities are held by this corporation, and may appoint any person or persons to act as proxy or attorney-in-fact for the Corporation, with or without power of substitution at any meeting thereof.

Section 3 – Corporate Records

 

The original, or attested copies of the Articles of Organization, Bylaws and records of all meetings of the Incorporator and Members, and records, which shall contain the names of all Members and the record address, shall be kept in Massachusetts at the principal office of its transfer agent or of its Clerk or of its Resident Agent said copies and records need not be kept in the same office. They shall be available at all reasonable times to the inspection of any Member for any proper purpose but not to secure a list of Members for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a Member, relative to the affairs of the Corporation.

Section 4 – Evidence of Authority

 

A certificate issued by the Clerk or Secretary of Temporary Clerk or Secretary and cosigned by the President or designated substitute may be conclusive evidence of the matters so certified with regards to any matter relative to the Articles of Organization, Bylaws, records of the proceeding of the Incorporator, Members, Board of Directors, or any committee of the Board of Directors, or records as to any action taken by any person or persons as an officer or agent of the Corporation.

Section 5 – Policies and Procedures Manual

The terms of said Membership requirements, admission for Membership, privileges, rights and duties of Members, Membership grievances and other items shall be a set forth in the corporation's Policy and Procedure Manual to be developed by the Rules and Regulations Committee and subject to the approval of the Board of Directors.

 

Section 6 – Subsidiary Chapters – Regional and International

The Corporation with a two-thirds vote of the Board of Directors has the right to establish an affiliation with Subsidiary Chapters, either Regional or International. The guidelines for which will be set forth in the Corporation's Policies and Procedures.