CODE OF REGULATIONS
OF
OHIO JUSTICE ALLIANCE ON COMMUNITY CORRECTIONS
ARTICLE I
The Corporation
Section!1.01. Organizational Structure. Ohio Justice Alliance on Community Corrections, Inc. (the “Corporation”) is a nonprofit corporation organized and existing under the Ohio Nonprofit Corporation Law.
Section!1.02. Tax Status and Purposes. In accordance with the status of the Corporation as an organization described in Section!501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), the Corporation is organized and shall be operated for the purposes set forth in its Articles of Incorporation.
ARTICLE II
Associates
Section 2.01. Associates. Any (i) individual, (ii) agency which is a division of state or local government, or (iii) corporation, whether for profit or non-profit, or unincorporated association actually engaged in the provision of criminal justice/juvenile justice services or direct advocacy thereof, who is interested in the purposes of the Corporation and who pays the annual dues, if any, to the Corporation may become an associate of the Corporation. Every associate other than an individual associate shall designate an individual as its associate representative and shall inform the Corporation of the identity of its associate representative. Each designated associate representative shall conclusively be deemed to have authority to (1) take all other actions authorized by law, the Articles of Incorporation or these Regulations to be taken by the entity for which he or she is then serving as the associate representative, and (2) serve as the liaison for communications between the entity for which he or she is then serving as the associate representative and the Corporation.
Section 2.02 Classification of Associates. The Board of Trustees shall have the power and authority to establish classes of associates from time to time, and to establish the rights and privileges thereof.
Section 2.03 Associate Dues and Qualifications. The Board of Trustees may from time to time establish such procedures, qualifications and/or dues structures as it deems necessary or appropriate with respect to the admittance of associates and the maintenance of associateship.
Section 2.04 Associate Book. The Corporation shall keep an associate book containing the name and addresses of each associate, the date of admission and the class, if any, to which such associate belongs. The name of the associate representative of every associate other than an individual associate shall also be kept in the associate book beneath the name of such associate.
Section 2.05. Associate Termination. The interest of an associate in the Corporation shall terminate upon resignation, failure to pay dues, if any, or the affirmative vote of two-thirds (2/3) of the Trustees then in office.
Section 2.06. Associate Voting Rights. Associates of the Corporation shall not be entitled to any vote in any matter with respect to the Corporation, and shall not be treated as members under the Ohio Nonprofit Corporation Law.
Section 2.07. Nondiscrimination. Associateship shall be available equally to all qualified individuals, agencies, corporations or associations regardless of race, creed, religion, sex or national origin, and no individual’s, agency’s, corporation’s or association’s application to become an associate shall be rejected based upon consideration, in whole or in part, of such criteria.
ARTICLE III
Trustees
Section 3.01. Power and Authority of Trustees. Except as otherwise provided by law, the Articles of Incorporation or these Regulations, all of the authority of the Corporation shall be exercised by its Board of Trustees. The Trustees serving hereunder shall have the power, authority and responsibilities provided for trustees under the Ohio Nonprofit Corporation Law. The Trustees shall, for all purposes of any statute or rule of law relating to corporations, be taken to be the members of the Corporation.
Section 3.02. Number of Trustees. The total number of Trustees shall be Forty-one (41) Trustees shall be elected by the then serving Trustees and shall represent the following groups:
a. One (1) Trustee shall be from the Association of Municipal/County Judges of Ohio.
b. Two (2) Trustees shall be from the Buckeye State Sheriff’s Association. One (1) trustee shall be an Elected County Sheriff and one (1) trustee shall be a Jail Administrator.
c. One (1) Trustee shall be from the County Commissioners Association of Ohio.
d. One (1) Trustee shall be from a youth advocate organization.
e. One (1) Trustee shall be from the Ohio Association of Criminal Defense Lawyers.
f. One (1) Trustee shall be from an Adult Specialty Docket.
g. One (1) Trustee shall be from a Juvenile Specialty Docket
h. One (1) Trustee shall be from the Ohio Association of Juvenile and Family Court Judges.
i. One (1) Trustee shall be from the Ohio Association of Pretrial Services Agencies.
j One (1) Trustee shall be from the Ohio Chiefs of Police Association.
k. One (1) Trustee shall be from the Ohio Chief Probation Officers Association.
l. One (1) Trustee shall be from the Ohio Common Pleas Court Judges Association.
m One (1) Trustee shall be from the Ohio Community Corrections Association.
n. One (1) Trustee shall be from the Ohio Court of Appeals Judges Association or The Supreme Court of Ohio.
o. One (1) Trustee shall be from the Ohio Municipal League.
p. One (1) Trustee shall be from the Ohio Prosecuting Attorneys Association.
q One (1) Trustee shall be from the Ohio Victim Witness Association.
r. One (1) Trustee shall be from the Ohio Association of Court Administrators.
s One (1) Trustee shall be from the Ohio Treatment Accountability for Safer Communities Association .
• t One (1) Trustee shall be from CorJus, Inc.
• One (1) Trustee shall be from the Juvenile Justice Coalition
• (1) Trustee shall be from Voices for Ohio’s Children
The remaining At-Large Trustees shall be elected by the then serving Trustees, but need not be representative of any particular group. At-Large Trustees shall be added or subtracted as determined by the Executive Committee and approved by the majority of the Board of Trustees.
Section 3.03. Election and Term of Office. The Trustees shall be elected at the last board meeting of the calendar year meeting by a vote of the then serving Trustees. All terms shall be concurrent with the calendar year, and after the initial terms are served, Trustees shall serve for terms of three (3) years each, or until their successors are duly qualified and elected. New association memberships shall be reviewed and approved, at minimum, annually.
Section 3.04. Resignation and Removal of Trustees. Any Trustee, by notice in writing to the Board of Trustees, may resign at any time. Any Trustee may be removed from office, with or without cause, by the affirmative vote of two-thirds (2/3) of the Trustees then in office. The resignation or removal of a Trustee shall be deemed to create a vacancy on the Board which may be filled in accordance with Section 3.05.
Section 3.05. Vacancies. Any vacancy on the Board of Trustees may be filled for the remaining term by the remaining Trustees then in office.
Section 3.06. Quorum and Voting. A majority of Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Trustees. Except as otherwise provided in the Articles of Incorporation or these Regulations, each Trustee then in office shall have one (1) vote, and the vote of a majority of the Trustees present at a meeting at which a quorum is present shall constitute the action of the Board of Trustees.
Section 3.07. Notice of Meetings of Trustees. Notice of the place, date and time of each meeting of the Board of Trustees shall be given to each Trustee not more than sixty (60) days nor less than four (4) days before the date of such meeting. Any notice referred to in this Section 3.07 need not specify the purposes of the meeting, except that if an amendment to the Articles of Incorporation or these Regulations is proposed a copy of such proposed amendment shall accompany said notice. Notice of any meeting of the Board of Trustees shall be considered given if mailed or otherwise sent or delivered to a Trustee at the current address specified for the Trustee in the records of the Corporation. The giving of notice shall be deemed to be waived by any Trustee who shall attend and participate in such meeting, other than to protest the lack of proper notice at or prior to such meeting, and may be waived, in writing, by any Trustee either before, at or after such meeting.
Section 3.08. Meetings of Trustees. The Board of Trustees shall meet on a pre-announced schedule, at least four (4) times annually. Regular meetings of the Board of Trustees shall be at such place (within or without the State of Ohio), date and time as may be fixed by the Board of Trustees or by the President as authorized by the Board. Special meetings of the Board of Trustees may be called by the President or by any three (3) Trustees who deliver a written request to the Secretary for the calling of a meeting at least five (5) business days prior to the minimum notice period (as provided in Section!3.07) for the meeting to be called.
Section 3.09. Attendance and Participation at Meetings. Trustees may attend and participate in any meeting of the Board of Trustees through any communications equipment if all persons participating can communicate with each other at the same time.
Section 3.10. Action Without Meeting. Any action which might be taken at any meeting of the Board of Trustees may be taken without such meeting by a writing or writings signed by all of the members of the Board. The writing or writings evidencing such action taken without a meeting shall be filed with the Secretary and inserted in the permanent records relating to meetings of the Board of Trustees.
Section 3.11. Ex-Officio Trustees. Representatives from the Ohio Department of Youth Services, Office of the Ohio Public Defender, Ohio Department of Rehabilitation and Correction, the Ohio Judicial Conference, the Ohio Department of Alcohol and Drug Addiction Services, Ohio Department of Mental Health, Ohio Department of Developmental Disabilities, Office of Criminal Justice Services, Ohio Attorney General, Ohio Department of Job and Family Services, and other organizations or agencies engaged in the operation of criminal justice/juvenile justice programs may be appointed by the Board of Trustees as ex officio members of the Board for one (1) year terms. Ex officio members have no vote, unless elected an officer of the Corporation pursuant to section 5.02, but may attend meetings of the Board of Trustees and participate in discussions.
ARTICLE IV
Committees
Section 4.01. Executive Committee. There shall be an Executive Committee of the Board of Trustees composed of the officers of the Corporation. The Executive Committee shall, subject to the limitations otherwise provided herein, have the power to act for the Board between meetings of the Board and shall have such other authority, power and duties as the Board may delegate. The President of the Corporation shall be the Chair of the Executive Committee.
Section 4.02. Nominating Committee. There shall be a Nominating Committee of the Board of Trustees composed of at least three (3) Trustees whose term is not expiring in the nominating year appointed by the President of the Corporation. The Nominating Committee shall nominate for each annual or other meeting of the Board, in connection with the election of any open or expiring Trustees and officers of the Corporation:
The Nominating Committee shall prescribe procedures whereby any person who is not a member of the Nominating Committee may suggest nominees for consideration of the Nominating Committee to the extent time permits.
Section 4.03. Advocacy/Policy Committee. There shall be an Advocacy/Policy Committee of the Board of Trustees composed of at least three (3) Trustees appointed by the President of the Corporation. The Advocacy/Policy Committee shall study legislative bills, -resolutions and matters relevant to advocacy, development and implementation of public policy related to community corrections and make recommendations to the General Assembly of the State of Ohio, – the Congress of the United States and Policy Makers upon approval of the board. The committee shall report to the Board of Trustees on such of the proposed legislation as may be considered of interest to the Corporation.
Section 4.04. Newsletter Committee. There shall be a Newsletter Committee of the Board of Trustees composed of at least three (3) Trustees appointed by the President of the Corporation. The Newsletter Committee shall be responsible for the creation of a newsletter to be periodically distributed to the associates of the Corporation.
Section 4.05. Public Education Committee. There shall be a Public Education Committee of the Board of Trustees composed of at least three (3) Trustees appointed by the President of the Corporation. The Public Education Committee shall be responsible for planning, supervising and implementing an annual community corrections conference to be held each fall and shall be responsible for educating judges, prosecutors, criminal defense attorneys, media, and the general public as to the availability and benefits of community corrections.
Section 4.06. Associateship Committee. There shall be an Associateship Committee of the Board of Trustees composed of at least three (3) Trustees appointed by the President of the Corporation. The Associateship Committee shall be responsible for encouraging the orderly growth of the number of associates of the Corporation, reviewing applications to become an associate in the Corporation and making recommendations regarding such applications to become an associate in the Corporation to the Board of Trustees.
Section 4.07. Additional Committees. The Board of Trustees may from time to time create additional committees of the Board consisting of not less than three (3) Trustees to be appointed by the President of the Corporation. The committees to be appointed may include but are not limited to: Specialty Docket, , Treatment (Adult) and Treatment (Juvenile). The President may also appoint advisory committees to the Board consisting of Trustees and/or persons who are not Trustees provided that at least one (1) Trustee shall be a member of each such advisory committee. The Board of Trustees may prescribe or limit the powers and duties of any committee of the Board or advisory committee to the Board.
Section 4.08. Committee Limitations. Each committee shall serve at the pleasure of the Board of Trustees, shall act only in the intervals between meetings of the Board or in making reports to the Board, and shall be subject to the control and direction of the Board. No committee shall have the authority to: (a) approve any action for which the approval of the Board of Trustees is required by the Ohio Nonprofit Corporation Law; (b) establish committees of the Board of Trustees or appoint members thereof; or (c) fill vacancies on the Board of Trustees or any committee.
Section 4.9. Committee Actions and Meetings. Each committee of the Board of Trustees shall have the power to make rules and regulations for the conduct of its business; provided, however, that a majority of the members thereof shall be required to constitute a quorum for the transaction of business at any meeting. Each committee shall act by a majority vote of its members present at a meeting at which a quorum is present, or by a writing or writings signed by all of its members. Committee members may attend and participate in any committee meeting through any communications equipment if all persons participating can communicate with each other at the same time. Any writing or writings evidencing an action taken without a meeting shall be filed with the Chair of such committee and inserted in the permanent records relating to meetings of the
committee.
ARTICLE V
Officers
Section 5.01. Officers. The officers of the Corporation shall consist of a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and Past Presidents
Section 5.02. Election and Tenure. Officers shall be elected by the Board of Trustees for terms of one (1) year each, or until their successors are duly qualified and elected. Officers may be re-elected. Officers must be Trustees or ex-officio Trustees of the Corporation.
Section 5.03. President. The President shall preside at all meetings of the Board of Trustees. The President shall, subject to the direction of the Board of Trustees, have general supervision, direction and control of the business and officers of the Corporation, and shall have the general powers and duties usually vested in the chief executive officer of a nonprofit corporation under Ohio law. The President shall have such other powers and duties as may be established from time to time by the Board of Trustees or these Regulations. The President shall be an ex-officio member of all Committees.
Section 5.04. First Vice President. The First Vice President shall perform such duties as deemed necessary and appropriate by the President and shall perform the duties and have the powers of the President in the absence, inability or refusal of the President to act.
Section 5.05. Second Vice President. The Second Vice President shall perform such duties as deemed necessary and appropriate by the President and First Vice President and shall perform the duties and have the powers of the President in the absence, inability or refusal of the President and First Vice President to act.
Section 5.06. Secretary. The Secretary shall keep the minutes of the proceedings of the Board of Trustees, shall be the custodian of all books, records, papers and property of the Corporation. The Secretary shall have such other powers and duties as may be established from time to time by the Board of Trustees or by the President with the consent of the Board.
Section 5.07. Treasurer. The Treasurer shall be the chief financial officer of the Corporation. The Treasurer shall recommend the financial plan and budget of the Corporation and shall monitor and report to the Board with respect to implementation of the same. The Treasurer shall have such other powers and duties as may be established from time to time by the Board of Trustees or by the President with the consent of the Board.
Section 5.08. Immediate Past President. The Immediate Past President shall perform such duties as deemed necessary and appropriate by the President.
ARTICLE VI
Indemnification and Insurance
Section!6.01. Mandatory Indemnification. The Corporation shall indemnify any officer or Trustee of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Corporation), by reason of the fact that he or she is or was a Trustee, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. A person claiming indemnification under this Section 6.01 shall be presumed, in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his or her conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, rebut such presumption.
Section!6.02. Court-Approved Indemnification. Anything contained in these Regulations or elsewhere to the contrary notwithstanding:
A. the Corporation shall not indemnify any officer or Trustee of the Corporation who was a party to any completed action or suit instituted by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Trustee, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he or she shall have been adjudged to be liable for acting with reckless disregard for the best interests of the Corporation or misconduct (other than negligence) in the performance of his or her duties to the Corporation unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio, or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he or she is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and
B. the Corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section!6.02.
Section!6.03. Indemnification for Expenses. Anything contained in these Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or Trustee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section!6.01, or in defense of any claim, issue or matter therein, he or she shall be promptly indemnified by the Corporation against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him or her in connection therewith.
Section!6.04. Determination Required. Any indemnification required under Section!6.01 and not precluded under Section!6.02 shall be made by the Corporation only upon a determination that such indemnification of the officer or Trustee is proper under the circumstances because he or she has met the applicable standard of conduct set forth in Section!6.01. Such determination may be made only:
A. by a majority vote of a quorum of Trustees of the Corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding;
B. if such a quorum is not obtainable or if a majority of a quorum of disinterested Trustees so directs, in a written opinion by independent legal counsel other than an attorney retained previously by the Corporation, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified, within the past five (5) years; or
C. by the Court of Common Pleas of Franklin County, Ohio or (if the Corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any.
Any such determination may be made by a court under division (C) of this Section!6.04 at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested Trustees under division!(A) or by independent legal counsel under division!(B) of this Section!6.04). No decision for any reason to make any determination required under this Section 6.04, and no decision for any reason to deny any such determination, by the disinterested Trustees under division (A) or by independent legal counsel under division (B) of this Section!6.04 shall be evidence in rebuttal of the presumption recited in Section!6.01. Any determination made by the disinterested Trustees under division (A) or by independent legal counsel under division (B) of this Section!6.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the Corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio, or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.
Section!6.05. Advances for Expenses. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section!6.01 shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or Trustee promptly as such expenses are incurred by him or her, but only if such officer or Trustee shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he or she shall not have been successful on the merits or otherwise:
A. if it shall ultimately be determined as provided in Section!6.04 that he or she is not entitled to be indemnified by the Corporation as provided under Section!6.01; or
B. if, in respect of any claim, issue or other matter asserted by or in the right of the Corporation in such action or suit, he or she shall have been adjudged to be liable for acting with reckless disregard for the best interests of the Corporation or misconduct (other than negligence) in the performance of his or her duties to the Corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio, or the court in which such action or suit was brought, shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he or she is fairly and reasonably entitled to all or part of such indemnification.
Section!6.06. ARTICLE VI Not Exclusive. The indemnification provided by this ARTICLE!VI shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the Articles of Incorporation or these Regulations or any agreement, vote of disinterested Trustees, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or Trustee of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
Section 6.07. Insurance. The Corporation may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit or self-insurance, on behalf of any person who is or was a Trustee, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the obligation or the power to indemnify him or her against such liability under the provisions of this ARTICLE!VI. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
Section!6.08. Certain Definitions. For purposes of this ARTICLE VI, and as examples and not by way of limitation:
A. A person claiming indemnification under this ARTICLE VI shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section!6.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him or her, without a conviction of him or her, without the imposition of a fine upon him or her and without his or her payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or her or otherwise results in a vindication of him or her);
B. References to “other enterprise” shall include employee benefit plans; references to a “fine” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Trustee, officer, employee, agent or volunteer of the Corporation which imposes duties on, or involves services by, such Trustee, officer, employee, agent or volunteer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” within the meaning of that term as used in this ARTICLE VI;
C. The term “volunteer” shall mean a Trustee, officer or agent of the Corporation, or another person associated with the Corporation, who (i)!performs services for or on behalf of, and under the authority or auspices of, the Corporation, and (ii)!does not receive compensation, either directly or indirectly, for performing those services. Compensation does not include (i)!actual and necessary expenses that are incurred by the volunteer in connection with the services performed for the Corporation and that are reimbursed to the volunteer or otherwise paid; (ii)!insurance premiums paid on behalf of the volunteer and amounts paid, advanced or reimbursed pursuant to this ARTICLE VI, Section!1702.12(E) of the Ohio Revised Code or any indemnification agreement, resolution or similar arrangement; or (iii)!modest perquisites.
Section!6.09. Venue. Any action, suit or proceeding to determine a claim for indemnification under this ARTICLE VI may be maintained by the person claiming such indemnification, or by the Corporation, in the Court of Common Pleas of Franklin County, Ohio. The Corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his or her person by the Court of Common Pleas of Franklin County, Ohio, in any such action, suit or proceeding.
ARTICLE VII
Miscellaneous
Section 7.01. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December, or on such other date as may be fixed from time to time by the Board of Trustees.
Section 7.02. Amendments. Unless otherwise provided in the Articles of Incorporation or these Regulations, these Regulations may be amended at a meeting called for that purpose by a majority vote of the whole number of Trustees then serving, or in a writing signed by all of the Trustees.