Bylaws

BY-LAWS OF

THE PODCAST ACADEMY

1.NAME, PURPOSES, AND MISSION STATEMENT

1.1 NAME. The name of this organization is The Podcast Academy (the “Corporation”). It is organized under the laws of the state of New York as a not-for-profit corporation with members. It shall be supported by revenue sources consistent with its not-for-profit tax status.

1.2 PURPOSES. The primary purposes of the Podcast Academy are to:

(a) advance the podcasting industry by encouraging networking and leading creativity and excellence with the field;

(b) recognize outstanding creative achievement in podcasting by conferring annual awards of merit upon those deemed to be most worthy by their peers;

(d) providing educational opportunities including training webinars, resource guides, and internship and mentoring programs.

1.3 MISSION STATEMENT. To support podcast makers and advance the cultural merit of the medium. Through programs including awards we celebrate, inspire, and connect creators from around the world while attracting new audiences to their work

2. DEFINITIONS

The following definitions apply to these by-laws.

“Governor”, “Voting Member Governor” and “Governors” means all such persons, elected or appointed to such position.

“Board of Governors” or “Board” is the group of individuals who manage the affairs of the Corporation.

“Founding Board Members” of the Board of Governors are those Governors who, at its inception make a 2-year financial commitment to The Podcast Academy, and a 2-year or 3-year commitment to serving on the Board of Governors.

“Member” means an individual who is in good standing as a Podcast Academy Member under these by-laws as approved by the Board of Governors.

“Membership” means membership in good standing of the Podcast Academy under these by-laws and any rules or regulations approved by the Board of Governors.

“Peer Group” is the part of the podcast industry where a member operates. Individuals of the same peer group do the same or similar types of work.

3. SEAL; OFFICES; DEPOSITORIES AND SIGNING AUTHORITY; AUDITS; INVESTMENTS; NOTICES AND WAIVERS
3.1 SEAL. The Board of Governors may adopt a form of a seal for the Podcast Academy, but no seal is required on any document that is otherwise duly executed on behalf of the Podcast Academy to evidence that such a document has been duly executed.

3.2 DEPOSITORIES; SIGNING AUTHORITY. Executive Director, Account Manager, Chairperson and the Treasurer of the Podcast Academy, are authorized to enter into deposit, fund transfer, brokerage, investment, treasury management, or deposit service agreements with any banking or financial institution on behalf of the Academy. The Treasurer or Chairperson must approve all payments of more than $5000 unless that amount is changed by a vote of the Board of Governors.

3.3 AUDITS.

In accordance with the policies and procedures adopted by the Board of Governors, the financial transactions of the Podcast Academy shall be audited no less than every five years at the board discretion by independent auditors, and a full report of the audit and any accompanying management letter shall be furnished to the Board of Governors on a timely basis.

4. MEMBERSHIP

4.1 MEMBERSHIP ORGANIZATION. The Corporation shall be comprised of Members. Any individual who is a podcaster or who wishes to further the mission and work of the Corporation is eligible to become a Member.

4.2 MEMBER TYPES. There shall be the following types of Members, with the rights and duties of Membership as set forth in the Certificate of Incorporation and these by-laws:
(a) VOTING MEMBERS; Any individual who is actively engaged in the podcasting industry, the scope of which is defined by the Board of Governors.
(b) STUDENT MEMBERS; Any full-time student in a college, university or technical school, who has an interest in working in the podcasting industry, the scope of which is defined by the Board of Governors. Student members are non-voting members.

4.3 APPLICATION FOR MEMBERSHIP. Eligible individuals may apply for membership on the Corporation’s website. Acceptance to the Podcast Academy is at the Board of Governors discretion. Membership in the Podcast Academy can be granted, withheld, suspended, delayed or terminated by the Podcast Academy if it determines that doing so is in the best interests of the Podcast Academy, determined in its sole and absolute discretion.

4.4 NOT TRANSFERABLE. No Membership, or any interest therein, is directly or indirectly transferable, and any attempt to do so shall be void and grounds to terminate the Membership.

4.5 CONDITIONS AND RIGHTS OF MEMBERSHIP.

4.6 CONDITIONS OF MEMBERSHIP. In a manner consistent with the Certificate of Incorporation and these by-laws, and (a) and (b) below, the Board of Governors shall establish, and can modify from time to time, the conditions of admission of Members and of each Peer Group and the rights, duties, obligations and restrictions on each.

(a) COMMITMENT TO THE PODCAST ACADEMY PURPOSES. By making an application for Membership and becoming a Member, a person is making a commitment to the Podcast Academy to further the purposes of the Podcast Academy and to abide by the Certificate of Incorporation, these by-laws, and all rules or regulations approved by the Board of Governors.
(b) PODCAST INDUSTRY PARTICIPATION.

(i) Each Voting Member, at the time of application for Membership, must be an active participant in the podcasting industry in accordance with rules or regulations approved by the Board of Governors.
(ii) Each Student Member, at the time of application for Membership, must be enrolled as a full-time student in a college, university or technical school, and have an interest in working in the podcasting industry and must have professional or other interests that are aligned with the Podcast Academy in accordance with rules or regulations approved by the Board of Governors.

(c) DUES. Each Member must pay yearly dues as required by rules or regulations approved by the Board of Governors.
(d) Student Members must, as and when requested by the Podcast Academy, provide substantiation of continued eligibility for Student Membership.

4.7 REQUALIFICATION REQUIREMENTS. Voting Members must requalify for membership once every 5 years, proving that they are an active member of the podcasting industry. Every Student Member must requalify for membership annually.

4.8 RESIGNATION. A Member may resign from The Podcast Academy by delivering to the Podcast Academy a written Notice of resignation. A Member who has resigned while in good standing may be reinstated if permitted by, and in accordance with, The Podcast Academy’s rules or regulations approved by the Board of Governors. In the event of a resignation yearly dues are not refunded or prorated.

4.9 TERMINATION AND SUSPENSION OF MEMBERSHIP FOR IMPROPER CONDUCT.

(a)The Board of Governors may terminate, or suspend for a defined period, membership for any past, present, or threatened “Improper Conduct” by a Member. Improper Conduct shall include, but not be limited to, conduct by a Member which the Board of Governors determines, in its sole discretion:

(i) may be harmful to the welfare, standing, reputation, or best interests of the Podcast Academy, its staff and/or other Members;

(ii) violates any rule, regulation, or policy of the Podcast Academy; or

(iii) is or may be disruptive to the operation or mission of the Podcast Academy.

(b) Before membership is terminated, or suspended for a defined period, for Improper Conduct, the Board of Governors shall provide the Member written notice and an opportunity to be heard on the matter by the Board of Governors. In the event of a termination or suspension yearly dues are not refunded or prorated.

(c) The Executive Committee of the Board of Governors may temporarily suspend membership for any present or threatened Improper Conduct by a Member which, in its sole discretion, warrants immediate action before the Board of Governors may act on the matter in the ordinary course. In the event of a suspension yearly dues are not refunded or prorated.

(d) A Member whose membership has been terminated or suspended shall have no rights, benefits, attributes or privileges of membership, including, without limitation, voting as a Member, serving as a Member of any Podcast Academy body, or attending or participating in any events affiliated with the Podcast Academy.

(e) The Podcast Academy (and its officers, Governors, employees, and advisors) shall have no liability for any action taken with regard to termination and/or suspension of membership. No Member shall have any claim against The Podcast Academy or any officer, Governor, employee, nor advisor thereof for any legal or equitable remedy with regard to termination and/or suspension of membership.

4.10. LIFETIME MEMBERSHIP. The Board of Governors may designate any Voting Member a Lifetime Voting Member on such terms as may be applied by the Board of Governors. Such designation may be removed by the Board of Governors, with or without Cause, either generally or with respect to particular individuals.

4.11 ALL VOTING MEMBERS. All Voting Members shall vote on the awards within their designated Peer Groups and have the right to propose amendments to these by-laws and/or the Certificate of Incorporation.

5. MEMBER MEETINGS AND ACTIONS

5.1 ANNUAL MEETING. The annual meeting of Members, including the presentation of an Annual Report of activities shall be held (in person or virtually). The date and time of such meeting shall be set by the Board of Governors of the Corporation. At any duly called meeting of the Members, ten (10) Members shall constitute a quorum for the transaction of business, and the affirmative vote of a plurality of the Members present at any meeting at which a quorum is present shall be the act of the Members. No Member may authorize another person to act for him or her at the meeting by proxy

5.2 NOTICE OF MEETING. Electronic notification of annual meeting will be sent to Members no less than 30 days prior to the meeting date.

5.2.1 CONTENTS OF NOTICE. Every notice of a meeting must state the place, if any, date, time and purpose or purposes for which the meeting is called.

5.2.2 WAIVER OF NOTICE. Notice of any meeting does not have to be given to any person entitled to notice who attends such meeting in person, and does not object at the beginning of the meeting to the transaction of business because the meeting was not properly called or convened, or who waives such notice in writing or by electronic transmission, either before or after such meeting.

5.3 ADJOURNMENT OF MEETINGS. When a meeting is adjourned to another time or place, it is not necessary to give any notice of the adjourned meeting to any persons (other than those who were in attendance at some part of the meeting but not in attendance when the adjournment was announced) if the time and place to which the meeting is adjourned are announced at the meeting, unless the adjournment is for more than thirty (30) days. Notwithstanding any other provision of the Certificate of Incorporation, these by-laws, or applicable law to the contrary, any notice required by the foregoing sentence to be given to those who were in attendance at some part of the meeting may be given by telephone, voice or electronic transmission to those entitled to such notice, not fewer than three (3) hours prior to the time of the adjourned meeting.

6. BOARD OF GOVERNORS

6.1 NUMBER, QUALIFICATIONS, ELECTION AND TERM OF GOVERNORS. The affairs of the Corporation shall be managed by the Board of Governors. The Board may, except as otherwise provided by the laws of the State of New York, delegate to committees of its own number, or to officers of the Corporation, such powers as it may see fit. The Board shall consist of at least three (3) and no more than twenty (20) directors as determined from time to time by the Voting Members.

Governors shall be elected annually of members by a majority of the votes cast and shall hold office beginning in May of their election year and continuing until the expiration of their term of office and until their elected successors have been qualified and are serving, or until their earlier resignation or removal. The Governance committee may recommend appointments to the board to be approved by the governors to ensure composition per the bylaws.

6.2 COMPOSITION. The Board of Governors will be composed of at least 40% members who at their time of election are classified as independent podcasting professionals, working for companies with 20 employees or less.

6.3 TERM OF OFFICE. Governors must keep their membership active and will hold two-year staggered terms of office.

6.4 QUORUM AND MANNER OF ACTING. A majority of the entire Board shall constitute a quorum for the transaction of business at any meeting, except as otherwise provided in these bylaws. Action of the Board shall be authorized by the vote of the majority of the Governors present at the time of the vote if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum a majority of the Governors present may adjourn any meeting from time to time until a quorum is present.

6.5 BOARD OF GOVERNORS’ POWERS. Subject to the limitations of the Certificate of Incorporation, these by-laws and applicable law, the powers of the Podcast Academy shall be exercised, its property controlled and its affairs conducted by or under the direction of the Board of Governors as its governing body. Without limiting such general powers, but subject to the same limitations, the Board of Governors has the power (which, subject to the same limitations, can be delegated in whole or in part to any duly-constituted committee of Board of Governors, management, staff or any other person or persons that the Board of Governors deems appropriate) to:

(a) take actions to advance the purposes of The Podcast Academy and protect and enhance its assets, and, in connection therewith, conduct, manage and control the affairs and business of The Podcast Academy and to make rules or regulations for the affairs and business of The Podcast Academy that are not inconsistent with applicable law, the Certificate of Incorporation or these by-laws, as they may deem best;

(b) select and remove officers, agents and employees of The Podcast Academy, prescribe powers and duties for them that are not inconsistent with applicable law, the Certificate of Incorporation or these by-laws, fix their compensation, and require from them security for faithful service;

(d) cause The Podcast Academy to borrow money and incur indebtedness for the purposes of The Podcast Academy, and cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of indebtedness and security;

(e) define the Membership structure and organization of The Podcast Academy, which shall include, but is not limited to, the power to establish, combine and eliminate, from time to time, Chapters and Branches, and designate the main service area of each Chapter and Branch; and

(f) amend the by-laws and the Certificate of Incorporation

6.6 VOLUNTEER SERVICE; NO COMPENSATION. A Governor shall not receive any salary, reimbursement or compensation for services as a Governor.

6.7 BOARD OF GOVERNORS MEETINGS.

6.7.1 REGULAR MEETINGS. The Board of Governors shall hold scheduled meetings at least four times a year.

6.7.2 OTHER SCHEDULED MEETINGS. Other scheduled meetings of the Board of Governors shall be held as needed and via the formation of committees as needed.

6.7.3 SPECIAL MEETINGS. Special meetings of the Board of Governors may be called for any purpose or purposes (including to amend the by-laws or the Certificate of Incorporation) at any time by (a) the Chairperson (or if absent or unable or refuses to act for any reason, the Vice Chairperson); or (b) not less than twenty-five (25) percent of the Board of Governors.

6.7.4 MINIMUM NOTICE. Notice of any meeting of the Board of Governors shall be given to each member of the Board of Governors at least ten (10) days before the date of the meeting.

6.7.5 VOTING BY PROXIES NOT PERMITTED. Members of the Board of Governors are not permitted to vote or consent by proxy or to appoint an agent to do so.

6.7.6 ACTION BY CONSENT WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Governors may be taken without a meeting if all members of the Board consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. Any such resolution and any written consents and electronic transmissions, in paper form, by the members of the Board shall be filed with the minutes of the proceedings of the Board.

6.7.7 MINUTES AND REPORTS. The Board of Governors shall keep written minutes reflecting all business conducted by the Board of Governors, which shall include, at a minimum, meeting attendance, a fair and accurate brief summary of all actions taken, and the results of all votes or written consents.

6.8 IN GENERAL. The Board of Governors shall have the authority to elect or appoint committees and subcommittees as may be necessary or desirable to effectuate the purposes of the Podcast Academy.

6.9 PROHIBITED ACTIVITIES. No committee or subcommittee shall have the power or authority to approve or adopt any matter or take any action as to which a specific vote is required by another body under applicable law, the Certificate of Incorporation, or these by-laws.

6.10 Removal. Governors may be removed, with or without cause, by a majority vote of the Board.

6.11 RESIGNATION. Any Governor may resign at any time by giving notice to the Chairperson (or in the case of the resignation of the Chairperson, to the Vice Chairperson). The acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. If the resignation is effective at a future time, a successor may be elected by the Board of Governors before such time to take effect when the resignation becomes effective. A notice which fails to specify an effective date shall be effective immediately upon receipt.

7. COMMITTEES

7.1 Executive Committee. The Board of Governors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee to consist of at least three directors. Each member of the Executive Committee, shall serve at the pleasure of the Board, which shall also have full discretion in determining the number of members of the Executive Committee. The Executive Committee shall have and may exercise all of the powers and authority of the Board, to the extent allowed by applicable New York law, but shall be required to notify the full Board of any actions it takes or decisions made, other than those in the ordinary course of operations, within a reasonable time thereafter.

7.2 Other Committees. The Board of Governors may, from time to time and by majority vote of the Governor appoint the committees for any purpose and may delegate to each such committee such powers as the Board may deem appropriate and which are not inconsistent with New York law.

8. OFFICERS

Officers. The officers of the Corporation shall be the Chairperson, Vice Chairperson, Executive Director, the Secretary, the Treasurer, and such other officers, with powers and duties not inconsistent with these bylaws, as the Board may from time to time appoint or elect. Any two or more offices may be held by the same individual, except the offices of Chairperson and Secretary. No instrument to be signed by more than one officer may be signed by one person in more than one capacity.

8.1 CHAIRPERSON. The Chairperson shall (a) serve as the presiding officer of the Podcast Academy; (b) preside at all meetings of the Board of Governors; (c) serve as a member of and as chair of the Executive Committee (d) approve all payments in excess of $5000 if the Treasurer is unavailable to provide such approval in a timely manner (e) exercise such powers and perform such other duties as provided in these by-laws or as determined by resolution of or rules and regulations approved by the Board of Governors.

8.2 VICE CHAIRPERSON. The Vice Chairperson shall

(a) provide assistance as requested by the Chairperson; and

(b) exercise such powers and perform such other duties as provided in these by-laws or as determined by resolution of or rules and regulations approved by the Board of Governors. The Vice Chairperson shall perform and be vested temporarily with the duties and powers of the Chairperson

(i) during a temporary vacancy in the office of the Chairperson; or

(ii) (A) where the Chairperson fails or refuses to act, or (B) where the Executive Committee determines that a conflict-of-interest exists and declines to waive such conflict, but only with regard to the matter as to which there is a failure or refusal to act, or as to which there is a conflict of-interest which is not waived by the Executive Committee.

In the case of a permanent vacancy in the office of Chairperson, the Vice Chairperson shall immediately succeed to the office of Chairperson, and shall assume such office without the need for any election. If the Vice Chairperson so succeeds to the office of Chairperson, a permanent vacancy in the office of Vice Chairperson shall exist, and the Chairperson shall promptly convene a Special Meeting of the Board in accordance with these by-laws to elect a successor Vice Chairperson.

8.3 TREASURER. The Treasurer shall

(a) oversee the keeping and custody of all financials of The Podcast Academy;

(b) approve all payments in excess of $5000;

(c) exercise such powers and perform such other duties as determined by rules or regulations approved by the Board of Governors;

(d) Report to the Board of Governors at least quarterly on the financial state of the organization.

8.4 SECRETARY. The Secretary shall

(a) oversee the keeping and custody of all books, records and papers of the Podcast Academy, including, but not limited to, the minutes of the actions and proceedings of the Board of Governors (and its committees and subcommittees) and the Membership;

(b) certify these by-laws and the resolutions and other documents of the Podcast Academy as true and correct copies thereof;

(d) exercise such powers and perform such other duties as determined by rules or regulations approved by the Board of Governors;

8.5 VACANCIES. A permanent vacancy in the office of an Officer shall exist upon

(a) the effective date of a resignation;

(b) the death or permanent disability of an Officer (i.e., the Officer is under a physical or mental disability which renders the full performance of the Officer's duties for the balance of his or her term impractical or impossible. Any dispute as to whether an Officer is permanently disabled shall be resolved by a majority of the Executive Committee);

(d) such person otherwise fails to continue to be eligible to serve as an Officer. The replacement Officer so elected by the Board of Governors shall perform and be vested with all the duties and powers of the office which has been temporarily vacated.

8.6 VOLUNTEER SERVICE. The Officers shall not be compensated or reimbursed for their service as such officers hereunder.

9. AWARDS

9.1 AWARDS. Among the activities of the Podcast Academy is bestowing Annual Awards and, at the discretion of the Board of Governors, other awards recognizing outstanding achievements and significance in the podcasting industry. The Board of Governors shall approve from time to time the criteria required to qualify a podcast for consideration for an award.

9.2 AWARD CATEGORIES. Award categories and voting procedures shall be determined by the Board of Governors.

9.3 AWARD VOTING. The first-round ballots and the final ballots of the Awards shall be cast electronically by Voting Members in a designated Peer Group, qualifications under rules or regulations approved by the Board of Governors.

10. INDEMNIFICATION

10.1 RIGHT OF INDEMNIFICATION. Any person who was, is, or is threatened to be made a party to any action or proceeding, whether civil or criminal (including any action by or in the right of the Corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which any governor or officer of the Corporation served in any capacity at the request of the Corporation), by reason of the fact that he or she, his or her testator or intestate, is or was a director or officer of the Corporation, shall be indemnified by the Corporation against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided that no indemnification shall be made to or on behalf of any director or officer where indemnification is prohibited by applicable law. The right of indemnification shall include the right of a governor or officer to receive payment from the Corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately that the governor or officer is not entitled to be indemnified. The preceding right of indemnification shall be a contract right enforceable by the director or officer with respect to any claim, cause of action, action or proceeding accruing or arising while this By-Law shall be in effect.

10.2 SCOPE; NON-EXCLUSIVITY. It is the intent of the Corporation to indemnify its officers and governors to the fullest extent authorized by the laws of New York as they now exist or may hereafter be amended. If any portion of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions of this article shall continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law. The rights conferred on any person under this Article 9 shall not be exclusive of any other right which may exist under any statute, provision of the Certificate of Incorporation, by-law, agreement, or otherwise.

10.3 INSURANCE. Subject to the laws of New York, the Corporation may maintain insurance, at its expense, to protect itself and any Governor, Officer, employee or agent or the Corporation against any expense, liability or loss of the general nature contemplated by this Article 9, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the laws of New York.

11. AMENDMENTS

The Board may make, alter, amend and repeal the Bylaws and Certificate of Incorporation of the Corporation by the affirmative vote of the majority of the entire Board, subject to obtaining necessary governmental approval for any such action; provided, however, that notice of the proposed amendment or amendments shall have been included in the meeting notice which is given to the directors and, provided further, that no such action shall be taken that would adversely affect the qualification of the Corporation as an organization (i) exempt from Federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), as an organization described in Code Section 501(c)(6).

12. AGENTS AND REPRESENTATIVES.

The Board may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these bylaws, and to the extent authorized or permitted by law.

12.1 EXECUTIVE DIRECTOR. The Executive Director shall be appointed by the Board of Governors. The Executive Director is the senior executive officer of the Podcast Academy and has, subject to the control of the Board of Governors, general supervision, direction, and control of the business and Corporate Officers of the Podcast Academy. The Executive Director has the general powers and duties of management usually vested in the most senior executive officer of a corporation and such other powers and duties as may be prescribed by the Board of Governors. Unless otherwise provided in these by-laws the Executive Director shall serve as a non-voting member of the Board of Governors and all committees.

12.2 ACCOUNT MANAGER. The Account Manager is the chief financial officer of the Podcast Academy and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Podcast Academy. The Account Manager shall deposit or cause to be deposited all monies and other valuables in the name and to the credit of the Podcast Academy with such depositories as may be ratified by the Board of Governors. The Account Manager shall disburse the funds of the Podcast Academy as required by the Podcast Academy’s operations and provide monthly and as needed financial accountings to the Board of Governors. The Account Manager is responsible for maintaining the day-to-day operations of the Podcast Academy. This includes but is not limited to maintaining the corporate headquarters, ensuring compliance with local, state and federal laws governing not-for-profit organizations, and overseeing relationships with any vendors enlisted to execute work on behalf of the Podcast Academy. Additional duties are defined by the Board of Governors and reviewed annually to ensure that all needs of the Podcast Academy are met.

13. CONTRACTS, LOANS, CHECKS, BANK ACCOUNTS, AND INVESTMENTS

13.1 CONTRACTS The Board, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to a specific instance. Unless authorized by the Board pursuant to this Section13.1, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable, for any purpose or to any amount.

13.2 LOANS The Corporation shall not borrow money, whether by issuing notes, bonds or otherwise, except with the approval of the Board.

13.2 BANKS; CHECKS The Board shall from time to time and as necessary select such banks or depositories as it shall deem proper for the funds of the Corporation. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money.

13.3 INVESTMENTS The funds of the Corporation may be retained in whole or in part in cash, or may be invested and reinvested from time to time in property, real, personal or otherwise, or stocks, bonds or other securities.

14. FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change from time to time, by the Board of Governors.

As adopted at the TPA Board Meeting May 5, 2021

As amended at the TPA Board Meeting December 3, 2021.