24
GAM SCHOOL FUND USA :- By
Laws [The Excellent English Medium School]
ARTICLE VIII
Conflicts of Interest
Section
1
No
contract or other transaction between
the Corporation and one or more of
its Trustees or Officers, or between
the Corporation and any other corporation,
firm, association or other entity
in which one or more of its Trustees
or Officers are directors or officers,
or have a substantial personal, professional,
political or financial interest, shall
be approved by a vote of the Board
or any committee thereof if such Trustee
or Trustees or Officer or Officers,
(hereinafter "interested Trustee
or Trustees") are present at
the meeting of the Board, or of a
committee thereof which authorizes
such contract or transaction, or his
or her votes are counted for such
purpose, unless:
(a) The material
facts as to such Trustee’s or Officer’s
interest in such contract or transaction
and as to any such common directorship,
officership or personal, professional,
political or financial interest are
disclosed in good faith or are known
to the Board or committee, and the
Board or committee authorizes such
contract or transaction by unanimous
written consent, provided at least
one Trustee so consenting is disinterested,
or by majority vote without counting
the vote or votes of such interested
trustee or officer even though the
disinterested Trustees are less than
a quorum; or
(b) The material
facts as to such Trustee’s or Officer’s
interest in such contract or transaction
and as to any such common directorship,
officership, or personal, professional,
political or financial interest are
disclosed in good faith or are known
to the Members entitled to vote thereon,
if any, and such contract or transaction
is authorized by a majority vote of
such Members.
ARTICLE IX
Additional Provisions
Section
1
Dissolution.
Upon dissolution, after payment of
all debts, no part of the remaining
assets may be distributed to any trustee,
member or officer of the corporation
but shall be distributed in accordance
with law, provided, however, that
the distribution must be to another
organization exempt under the provisions
of Section 501(c)(3) of the United
States Internal Revenue Code or to
the United States, or a State or local
government, for a public purpose.
Section
2
Indemnification
of Officers and Trustees: The
corporation shall indemnify every
corporate agent as defined in and
to the full extent permitted by Sections
15A:2-8 and 15A:3-4 of the New Jersey
Nonprofit Corporation Act, and to
the full extent otherwise permitted
by law.
Section
3
Compensation.
Neither Members, Trustees nor Officers
shall receive any fee, salary or remuneration
of any kind for their services in
such capacities, provided, however,
that Members, Trustees and Officers
may be reimbursed for reasonable expenses
incurred with approval of the Board
upon presentation of vouchers.
Section
4
Force
and Effect of By-Laws. These by-laws
are subject to the provisions of the
New Jersey Nonprofit Corporation Act
(the "Act") and the Certificate
of Incorporation as they may be amended
from time to time. If any provision
in these by-laws is inconsistent with
a provision in the Act or the Certificate
of Incorporation, the provision of
the Act or the Certificate of Incorporation
shall govern to the extent of such
inconsistency.
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