AABTS By-laws

BYLAWS OF
THE ANN ARBOR BICYCLE TOURING SOCIETY, INC.
A Non-Profit Corporation

 
 
Adopted March 19, 2015
Article V updated April 8, 2024
Article IV.07 updated May 13, 2024
 
Article I.  Name and Offices
1.01     Name.   The name of the corporation shall be the Ann Arbor Bicycle Touring
Society (“AABTS”).
 
1.02     Principal Office.   The principal office of the corporation shall be at such place within the State of Michigan as the board of directors shall determine from time to time.
 
1.03     Other Offices.  The corporation may also have such other offices as the board of directors may determine from time to time or as the business of the corporation requires.
 
Article II.  Members
2.01     Classes of Members.  The corporation shall have three classes of members.  The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
 
Individual members: Any individual with an expressed interest in bicycling in Michigan and agrees to abide by the rules of the club shall be eligible to become an Individual member.  Each Individual member shall be entitled to one vote on any issue requiring a vote of the membership.
 
Family members: Any family with an expressed interest in bicycling in Michigan agrees to abide by the rules of the club shall be eligible to become a Family member.  For purposes of membership in the AABTS, a family shall be defined as two or more individuals residing in the same household, who are related by blood, marriage or equivalent relationship, or adoption.  Each adult family member having reached his or her 18th birthday will be entitled to one vote on any issue requiring a vote of the membership.
 
Organizational members: Any organization with an expressed interest in cycling in Michigan shall be eligible to become an Organizational member.  For purposes of membership in the AABTS, an organization shall be defined as a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common
interest, or any other legal or commercial entity.  Organizational members shall not be entitled to a vote on any matter brought before the membership.
 
2.02     Membership Dues.  The board of directors shall establish the initial and/or annual dues for membership in the corporation.  The billing and collection of dues shall be in a manner prescribed by the board of directors.

 
2.03     Membership Year.  The membership year shall end December 31; however, any new member who joins between September 1 and December 31 shall be entitled to membership through December 31 of the following year upon payment of the annual dues.
 
2.04     Termination of Membership.  Membership for any class of member as defined in Article 2.01 shall be automatically terminated if annual membership dues are not paid in full prior to the 90th day after the beginning of the current membership year as provided in Article
2.03.
 
2.05     Transfer of Membership.  Membership in this corporation is neither transferable nor assignable.
 
Article III.  Meeting of Members
3.01     Annual Meeting. The annual meeting of the voting members shall be held on the third Thursday in March of each year at 8:00 p.m., or at such date and time as the board of directors shall from time to time determine.  At each annual meeting, the voting members shall elect directors as provided in Article 4.03 and transact such other business as may properly come before the meeting.  At the discretion of the Board of Directors, there may be additional sessions of the annual meeting to which all members shall be invited.
 
3.02     Special  Meetings.  The  chair of the board  of  directors or any two directors may  call  special meetings of the members.  At the written request of not less than ten percent (10%) of the voting members, the president or secretary shall call a special meeting.   A written request of the members shall state the purpose or purposes for which the meeting is to be called.
 
3.03     Place of Meeting.  All meetings of members of the corporation shall be held at the principal office of the corporation or at such other place as the board of directors may determine.
 
3.04     Notice of Meetings.  Except as otherwise provided by statute, written notice of the time, place, and purposes of any meeting of members shall be given to the members of record entitled to vote at such meeting not less than ten nor more than sixty days before the date of such meeting.   Notice shall be given by email, by inclusion in the organization’s newsletter, or by mailing such notice each member’s last address as it appears on the books of the corporation. No notice need be given of an adjourned meeting of the members, provided: (a) the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken; and (b) at the adjourned meeting only such business is transacted as might have been transacted at the original meeting.  If, however, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice as provided in this Bylaw or at the direction of the president, or the secretary, or the officers or persons calling the meeting.
 
3.05     Record Date.  The board of directors may fix in advance a date as the record date for the purpose of determining members entitled to notice of and to vote at a meeting of members or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of any other action. 

3.06     List of Members.  The secretary of the corporation or the agent of the corporation having charge of the membership records of the corporation shall make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment.  The list shall be arranged alphabetically, with the address of each member, be produced at the membership meeting, be subject to inspection by any members during the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting.
 
3.07   Quorum.   Unless a greater or lesser quorum is required in the Articles of Incorporation or by the laws of the State of Michigan, the members present in person, as of the record date, represent ten percent (10%) of the members entitled to vote at a membership meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, a majority of the members present may adjourn the meeting from time to time without further notice.
 
3.08     Proxies.  There shall be no voting by proxy.
 
3.09     Voting Rights.  Each voting member shall be entitled to one vote on each matter submitted to a vote of the members.  When an action, other than the election of directors, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute.  Directors shall be elected by a plurality of votes cast at any election.
 
Article IV.  Board of Directors
4.01     General Powers.   The board of directors shall manage the business, affairs and property of the corporation.
 
4.02     Number and Qualifications.  The board of directors shall have a minimum of five (5) members and maximum of nine (9) member, the number to be established by the board of directors.   Only voting members in good standing shall be eligible for election to the board of directors.
 
4.03     Tenure,  Resignation  and  Removal.    Directors  shall  be  elected  at  the  annual meeting of the Members, for a term of office beginning on April 1.  The directors shall serve staggered terms, with three directors elected in odd-numbered years and two directors elected in even-numbered years.   All directors shall hold office for two years and until the director’s successor is elected and qualified, or until the director’s death, resignation or removal.   A director may resign by providing written notice to the corporation.  The resignation of a director is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation.  A director, or the entire board of directors, may be removed with or without cause by vote of a majority of the members entitled to vote at an election of directors.
 
4.04     Vacancies.   A vacancy on the board occurring by reason of death, resignation, removal, increase in the number of directors, or otherwise shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless filled by proper action of the members of the corporation.   A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.  A vacancy that will

 
occur at a specific date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the newly elected director may not take office until the vacancy occurs.
 
4.05     Chairperson.    The  chairperson  shall  preside  at  all  meetings  of  the  board  of directors.     The  Chairperson  is  responsible  for  calling  board  meetings,  for  delegating responsibility for taking minutes at all Board meetings, and for maintaining the corporate minute book.   In the event of a temporary absence or disability of the Chairperson, the remaining members of the Board of Directors shall select, from one of their number, a person to fulfill the duties of the Chairperson as set forth in these bylaws.
 
4.06     Annual Meetings.   The annual meeting of the board of directors shall be held within 1 month of the annual meeting of members.  At this annual meeting, the incoming board of directors shall, by majority vote, elect a Chairperson of Board.  The board of directors may provide by resolution the time and place for the holding of additional regular meetings of the board without other notice than such resolution.
 
4.07     Regular Meetings.   Regular meetings of the board of directors may be held at such times and places as the majority of the directors may from time to time determine by resolution, and as needed to fulfill the requirements of the bylaws.
 
4.08     Special Meetings.  The chairperson of the board may call special meetings of the board of directors.  Special meetings shall be called by the Secretary upon the request of any two directors.
 
4.09     Notices.  Regular meetings of the board of directors shall require no notice other than the resolution.  Special meeting of the board of directors shall require written notice, to be given at least two days before the scheduled date of the meeting, by delivering the notice either in person; by regular U.S. mail to each director at the address shown by the records of the corporation; or if director consented to agree to receive notifications by electronic transmission then by e-mail.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid.
 
4.10     Waiver of Notice. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
 
4.11     Statement of Purpose Not Required.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
 
4.12     Quorum.   A majority of the board of directors then in office shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

  
4.13     Manner of Acting.  Actions voted on by a majority of the directors present at any meeting  at  which  a  quorum  is  present  shall  constitute  authorized  actions  of  the  board  of directors, unless the act of a greater number is required by law or by these bylaws.
 
4.14     Consent to Corporate Actions.   Any action required or permitted to be taken pursuant to board authorization may be taken without a meeting if, before or after the action, all directors consent to the action in writing.  Written consents may be obtained by electronic transmission and shall be filed with the minutes of the board’s proceeding.
 
4.15     Compensation.   Directors as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore, provided that such compensation shall not amount to private inurement or an excess benefit transaction as defined in the Internal Revenue Code. 

 
Article V.  Officers
5.01     Officers.  The board shall appoint officers of the corporation at a regular meeting of the Board, which shall be held in April of each year.   The officers shall be a president, a secretary, and a treasurer.   There may also be a vice-president, and such other officers as the board may from time to time determine to be appropriate.
 
5.02     Qualifications.  Any member of the corporation in good standing may serve as an officer of the corporation.
 
5.03     Term of Office and Resignation.  The term of office shall be one year, and shall run from May 1 through April 30.  Each officer shall hold office for the term appointed and until a successor shall have been duly appointed and qualified.  An officer may resign at any time by providing written notice to the corporation.   Notice of resignation is effective upon receipt or at a later time designated in the notice.
 
5.04     Removal.  The board of directors may remove any officer with or without cause by vote of a majority of the board.  The removal shall be without prejudice to the contract rights, if any, of the removed officer.  Appointment to an office does not, in and of itself, create contract rights.
 
5.05     Vacancies.  The board of directors may fill any vacancy in any office occurring for whatever reason.
 
Article VI.  Duties of Officers
6.01     President.   The president shall be the chief executive officer of the corporation and shall have authority over the general control and management of the business and affairs of the corporation, and shall have such powers usually vested in the chief executive officer of a corporation.  The president shall sign all corporate documents and agreements on behalf of the

 
corporation, unless the president or the board instructs that the signing be done with or by some other officer, agent or employee.   The president shall see that all actions taken by the board are executed and shall perform all other duties incident to the office.
 
6.02     Vice Presidents.   The vice presidents, if any, shall have the power to perform duties that may be assigned by the president or the board.  If the president is absent or unable to perform his or her duties, the vice presidents, in the order of their seniority, shall perform the duties of the president, until the board directs otherwise.  The vice president shall perform all duties incident to the office.
 
6.03     Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) keep full and accurate accounts of receipts and disbursements in books of the corporation; (c) deposit all moneys and other valuable effects in the name and to the credit of the corporation depositories as may be designated by the board of directors; (d) complete all required corporate filings; and (e) perform all duties incident to the office and other duties assigned by the president or the board.  The treasurer shall render to the president and directors, whenever they may require it, an account of his or her transactions as treasurer and of the financial condition of the corporation.  The board of directors may require that the treasurer be bonded.
 
6.04     Secretary.  The secretary shall attend all meetings of the board of directors and of the members and shall record all votes and minutes of all proceedings in a book to be kept for that purpose.  The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors and shall keep a register of the names and address of each member, officer and director.  The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board, affix the seal to any instrument requiring it.  When so affixed, the signature of the secretary, treasurer, or an assistant secretary shall attest to the seal.


6.05     Additional Officer Duties.  The board of directors may specify additional duties of officers within a board continuing resolution.
 
Article VII.  Committees of the Board of Directors
7.01     General Powers.   The board, by resolution adopted by a majority vote of its members, may designate one or more committees. Each committee shall consist of one or more directors.  The board may also designate one or more directors as alternate committee members who may replace an absent or disqualified member at a committee meeting.   If a committee member is absent or disqualified from voting, then members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate  committee  member  to  act  at  the  committee  meeting  in  place  of  the  absent  or disqualified member.  All committees designated by the board shall serve at the pleasure of the board.
 
A committee designated by the board may exercise any powers of the board in managing the corporation’s business and affairs, to the extent provided by written resolution of the board. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed by law.  No committee, however, shall have the power to:



(a)    amend the articles of incorporation
 
(b)    adopt an agreement of merger;
 
(c)    amend the bylaws of the corporation; (d)    fill vacancies on the board;
(e)     fix  compensation  of  the  directors  for  serving  on  the  board  or  on  a committee;
 
(f)     recommend to members the sale, lease or exchange of all or substantially all of the corporation’s property and assets;
 
(g)    recommend to the members a dissolution of the corporation or a revocation of dissolution; or
 
(h)    terminate memberships.
 
7.02     Meetings.   Committees shall meet as directed by the board, and their meetings shall be governed by the rules provided in article IV for meetings of the board.  Minutes shall be recorded at each committee meeting and shall be presented to the board.
 
7.03     Consent to Committee Actions.   Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing.  Written consents shall be filed with the minutes of the committee’s proceedings.
 
Article VIII.  Notices, Waivers of Notice and Manner of Acting
8.01     Notices.  All notices of meeting required to be given to members, directors or any committee of directors may be given mail, email if authorized by the member, telephone, within a regular periodical or in such other manner as may be permitted by the laws of the State of Michigan, to any member, director or committee member at the addressee’s last address as it appears on the books of the corporation.  Such notice shall be deemed to be given at the time when it shall be mailed or otherwise dispatched. Notice shall be provided per the provisions stated in Article III of the by-laws.
 
8.02     Waiver of Notice.   Notice of the time, place and purpose of any meeting of members, directors or committee of directors may be waived by mail, email, or telephone or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Michigan.  Attendance of a person at any meeting of members, in person or by proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except as follows:
 
(a)       In the case of a member, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or unless with respect to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, the member objects to considering the matter when it is presented.

  
(b)       In the case of a director, unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
 
8.03     Action by Directors Without a Meeting.  Any action required or permitted at any meeting of directors or committee members of may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote thereon consent thereto in writing, before or after the action is taken.
 
 
Article IX. Special Corporate Acts
9.01     Contracts and Conveyances.  The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, or may ratify or confirm any execution.  When the execution of any instrument has been authorized without specification of the executing officers or agents, the chairperson, the president or any vice president, and the secretary or treasurer may execute the same on behalf of the corporation and may affix the corporate seal thereto.
 
9.02     Orders for Payment of Money.  All checks, drafts, or orders for the payment of money, notes, bonds or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, or such other person or persons as shall from time to time be determined by resolution of the board of directors.
 
9.03   Gifts.   The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for general purposes or for any special purpose of the corporation.
 
Article X. Certificates of Membership
10.01   Certificates of Membership.  The board of directors may provide for the issuance of certificates evidencing memberships in the corporation, which shall be in such form as may be determined by the board.  Such certificates shall be signed by the president or vice president or a person authorized by the president to sign such certificates. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the board of directors may determine.
 
10.02   Issuance of Certificates.  If the board of directors has provided for the issuance of certificates of membership, then either the board or officers can designate a person within the organization to issue certificates to members in good standing.
 
Article XI.  Indemnification
11.01   Non-derivative Actions.  Subject to all of the other provisions of this article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding.   This includes any civil,

 
criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation).  Such indemnification shall apply only to a person who was or is a director or officer of the corporation, or who was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit.  The person shall be indemnified and held harmless against expenses (including attorney  fees),  judgments,  penalties,  fines,  and  amounts  paid  in  settlement  actually  and reasonably incurred by him or her in connection with such action, suit or proceeding, if the person 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 or its members.  With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful.   The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of no contest or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.
 
11.02   Derivative Actions.  Subject to all of the provisions of this article, the corporation shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment  in  its  favor  because  (a)  the  person  was  or  is  a  director,  officer  or  agent  of  the corporation or (b) the person was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit.  The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its members.  However, indemnification shall not be made for any claim, issue, or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.
 
11.03   Expenses of Successful Defense.  To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections
11.01 or 11.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.
 
11.04   Contract Right; Limitation on Indemnity.  The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in section 11.03 of this article, the corporation shall have no obligations

 
under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.
 
11.05   Determination  That  Indemnification  Is  Proper.     Any  indemnification  under section 11.01 or 11.02 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case.  The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 11.01 or 11.02, whichever is applicable.  Such determination shall be made in any of the following ways:
 
(a)        By a majority vote of a quorum of the board consisting of directors who were not parties to such action, suit, or proceeding.
 
(b)       If the quorum described in clause (a) above is not obtainable, then by a committee of directors who are not parties to the action.  The committee shall consist of not less than two disinterested directors.
 
(c)       By independent legal counsel in a written opinion. (d)       By the members.
11.06   Proportionate Indemnity.  If a person is entitled to indemnification under sections
11.01 or 11.02 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall  indemnify  the  person  for  the  portion  of  the  expenses,  judgments,  penalties,  fines,  or amounts paid in settlement for which the person is entitled to be indemnified.
 
11.07   Expense Advance.  Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 12.01 or 12.02 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the corporation.   The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.
 
11.08 Nonexclusivity of Rights.   The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation.  However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
 
11.09   Indemnification of Employees and Agents of the Corporation.  The corporation may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent

 
of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation.
 
11.10 Former Directors and Officers.   The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.
 
11.11   Insurance.   The corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the corporation or (b) was or is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise.   Such insurance may protect against any liability asserted against the person 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 power to indemnify against such liability under this article or the laws of the state of Michigan.
 
11.12   Changes in Michigan Law.   If there are any changes in the Michigan statutory provisions applicable to the corporation and relating to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide before any such change.
 
Article XII.  Books and Records
12.01 Maintenance of Books and Records.   The proper officers and agents of the corporation shall keep and maintain such books, records and accounts of the corporation’s business and affairs, minutes of the proceedings of its members, board and committees, if any, and such stock ledgers and lists of members, as the board of directors shall deem advisable, and as shall be required by the laws of the State of Michigan and other states or jurisdictions empowered to impose such requirements.   Books, records and minutes may be kept within or without the State of Michigan in a place which the board shall determine.
 
12.02   Reliance on Books and Records.  In discharging his or her duties, a director or an officer of the corporation, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:
 
(a)       One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.
(b)       Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence. (c)       A committee of the board of which he or she is not a member if the director or
officer reasonably believes the committee merits confidence.