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IODP MANAGEMENT INTERNATIONAL, INCORPORATED
A Delaware Non-Stock Corporation

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Article I
Name, Purpose, and Location

SECTION 1.  Name. The name of the Corporation is IODP MANAGEMENT INTERNATIONAL (IODP-MI), INCORPORATED.

SECTION 2.  Purpose. The purpose of the Corporation is to provide centralized, independent, unbiased, and cost-effective management, operations, and related activities for the Integrated Ocean Drilling Program (IODP) and to oversee, support, and approve the science plan of IODP.

SECTION 3.  Location. In addition to the Corporation’s Registered Office in Delaware, the principal office of the Corporation will be in the United States of America. A second office will be located in Japan and its principal function will be to provide for science support and planning. Other offices may be located in other IODP member countries, as necessary, to support the Integrated Ocean Drilling Program.
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Article II
Membership Institutions

SECTION 1.  Membership. The Members of this Corporation, as of February 1, 2003, shall be non-profit educational and/or research organizations formed and operated in an IODP Member entity that satisfy criteria, which have been provided by this entity and subsequently approved by the IODP-MI Members, as evidencing "a significant dedication to ocean geoscience research." The Founding Members are:

a. Hokkaido University
b. Japan Marine Science and Technology Center
c. Kochi University
d. National Institute of Advanced Industrial Science and Technology
e. Scripps Institution of Oceanography
f. The University of Tokyo
g. Tohoku University
h. University of California, Santa Cruz
i. University of Hawaii
j. University of Miami
k. University of Texas
l. Woods Hole Oceanographic Institution

SECTION 2.  Associate Membership. Educational and/or research organizations, government agencies, non-governmental organizations, for-profit companies ineligible for membership but having an interest in ocean geoscience research may become Associate Members. An Associate Member does not have the right to vote upon matters coming before the Membership and cannot serve on the Board of Governors but can participate in open meetings of the Membership and may serve on other corporate committees, as appropriate.

SECTION 3.  Election of Members and Associate Members. Other non-profit and educational and/or research institutions with a major commitment to and involvement in ocean geoscience research and/or earth system science research may be elected as Members by the unanimous consent of the voting Members. An electronic vote will be unanimous if no member objects to the proposed new member within a two calendar month period.   Associate Members shall be elected by a majority of the voting Members.

SECTION 4.  Resignations. Any Member may resign at any time by delivering a written resignation to the Chairperson, President or Secretary of the Corporation. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
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Article III
Meetings of Members

SECTION 1.  Initial Meeting. There shall be an initial meeting of the Founding Members within 90 days of the creation of the Corporation. At such a meeting there shall be four items of business carried out in the following order:
1. Adoption of these By-Laws
2. Approval of Members and Associate Members from all eligible institutions that have applied for Membership or Associate Membership.
3. Approval of the Board of Governors by the full, voting Members.
4. Establishment of procedures for the hiring of an interim President and procedures for the appointment of a President.

SECTION 2.  Annual Meeting. The annual meeting of the Members of the Corporation for the transaction of such business as may properly come before the meeting shall be held on the first Monday of June in each year, or on such other date within ninety (90) days before of after the first Monday of June as the Board of Governors may designate. At the Annual Meeting, the Members have the responsibility to: approve the annual budget of the Corporation, approve the annual audit of financial transactions of the Corporation in the previous fiscal year, approve appointment of new Governors, and consider changes, if any, to the By-Laws of the Corporation.

SECTION 3.  Report at Annual Meeting. There shall be presented at each annual meeting of the Members such reports as may be required at the time by U.S. Internal Revenue Service Form 990 or any other applicable statute.

SECTION 4.  Special Meetings. Special meetings of the Members of the Corporation may be called by the Board of Governors, the Chairperson, the Vice Chairperson or the President, and shall be called by the Secretary upon the written request of five Members of the Corporation, at such time and place as may be specified in the notice or waiver of the notice thereof. Any special meetings called by the Secretary upon the written request of five Members shall be held not less than two or more than three months from the date of such request.

SECTION 5.  Place of Meetings. All the meetings of the Members shall be held at the place specified in the notice of meeting or in the waiver of notice thereof.

SECTION 6.  Notice of Meetings. Notice of each meeting of the Members of the Corporation shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting; it shall also state the purpose or purposes for which the meeting is called. Notice of each meeting shall be given not less than ten or more than fifty days before the date of the meeting, to each Member entitled to vote at such meeting. Notice of any meeting need not be given, however, to any Member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any Member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such Member. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.

SECTION 7.  Quorum. Except as may be otherwise expressly required by law, at all meetings of the Members of the Corporation the presence in person or by proxy of two thirds (2/3) of all the Members and a majority of each delegation of Members from each IODP country or consortium with Lead Agency status (as defined by the agreements of the International Working Group of the IODP) shall constitute a quorum for the transaction of business. In the absence of a quorum, the Member(s) present at the appointed time and place of the meeting, or if no Member is present, any officer of the Corporation present may adjourn the meeting for a period not exceeding twenty days in any one case. At any duly adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 8.  Voting. Each Member shall be entitled to one vote. Except as at the time otherwise expressly required by law or by ARTICLE II, Section 3, ARTICLE III, Section 10 and ARTICLE XIII of these By-Laws, all matters shall be decided by the vote of both a majority of the eligible voting Members of the Corporation present in person or by proxy at the meeting and a majority of eligible voting Members from countries or consortia with Lead Agency status. Members from institutions with existing or proposed contractual or business dealings with the Corporation in excess of $500K (US) (or equivalent, IODP Science Operation Costs (SOCs) or Platform Operation Costs (POCs)) annually, or existing or proposed contractual or business dealings with an Implementing Organization (as defined in the bilateral MEXT-NSF agreement) of the Integrated Ocean Drilling Program in excess of $1M (US) (SOCs and POCs) annually will be ineligible to vote on budget or other matters that directly affect their affiliated institution

SECTION 9.  Proxies. At any meeting of the Members of the Corporation, a Member may attend and vote in person by a duly authorized representative of such Member, or by proxy to a Governor or an officer of the Corporation. Each proxy must be executed in writing on behalf of the Member by one of its duly authorized officers, but need not be witnessed. No proxy shall be valid after the expiration of twelve months from its date, unless the Member executing it shall have specified therein a longer duration.

SECTION 10.  Action Without a Meeting. Whenever Members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, agreed to by all the Members entitled to vote thereon.

SECTION 11.  Referral of Certain Matters of Next Meeting. As to any matter requiring for approval the unanimous vote of all Members eligible to vote, if such matter is disapproved by one Member eligible to vote, the matter shall automatically be referred to the next meeting of the Members for final action. Alternatively, any Member eligible to vote may request that such a matter be referred to the next meeting without a vote, and in such case the matter shall be referred to the next meeting of the Members for final action. When a matter requiring a unanimous vote has been once referred to a subsequent meeting of the Members, no further referral is required by this Section.
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Article IV
Board of Governors

SECTION 1.  Powers. There shall be a Board of Governors in which shall be vested the governance and general management of the affairs, funds, and property of the Corporation and all its powers, except as otherwise provided by law or by these By-Laws. To this end and without limitation of the foregoing or of its powers expressly conferred by these By-Laws, it shall have power to authorize such action on behalf of the Corporation, make such rules and regulations for its management, create such additional offices or special committees and select, employ or remove such of its agents or employees as it shall deem best. The Board shall have the power to fill vacancies in, and change the membership of, such committees as are constituted by it. The Board has responsibility for the approval and implementation of the annual IODP plan and budget. The Board must approve all grants and contracts. The Corporation shall not accept any contract, grant or other external commitment unless the Board receives notification that liability matters are covered beyond the limited liability of the Corporation.

SECTION 2.  Number of Governors. The authorized number of the members of the Board of Governors shall be a maximum of eighteen (seventeen Governors and a non-voting President of the Corporation).

SECTION 3.  Composition of Board of Governors. Five members of the Board of Governors will be appointed by Members of the Corporation from each of those countries or consortia with Lead Agency Status in IODP, as defined by the agreements of the International Working Group of the IODP. Members of the Corporation from countries or consortia in IODP without Lead Agency Status will appoint Governors based on financial contributions (POCs and SOCs) to the IODP according to the following contribution scale, $5M (US) to $9.99M (US) = 1 seat, $10M (US) to $14.99M (US) = 2 seats, $15M (US) to $29.99M (US) = 3 seats, $30M (US) to $44.99M (US) = 4 seats, $45M (US) to $60M (US) = 5 seats. The President of the Corporation shall serve in a non-voting capacity both on the Board of Governors and on any committee on which he or she serves in his or her capacity as a Governor. All Governors shall be at least twenty five years of age.

SECTION 4.  Appointment of the Governors. The collective Corporate membership from each IODP country/consortium entitled to a seat or seats on the Board shall inform the Secretary of the Corporation of its designee for Governor for each seat that it is eligible to fill a minimum of 30 days prior to the scheduled meeting date of the Members of Corporation.

SECTION 5.  Term of Office. With the exception of the first 2 years of the Corporation, each voting member of the Board of Governors shall have a term of three years, or it shall be shorter if before that three years he/she dies, resigns or is removed by the membership institution(s) by which he or she was designated, or until such time as the designating membership institution(s) shall cease to be a Member of the Corporation. Any substitute designee shall complete the remaining term of the initial appointment. After an initial period of three years, one third of the Governors will be approved annually at the meeting of the Members of the Corporation. Governors can be reappointed for a maximum of 3 years (one additional term). Initially, the first 10 members of the Board of Governors will have the following terms: Four Governors will serve for 3 years, four will serve for 2 years and two will serve for one year. Following the first year, each newly elected governor will serve for a 3 year term.

SECTION 6.  Resignation or Removal. Any Governor may resign at any time by delivering a written resignation to the Chairperson, the Vice Chairperson, the President or the Secretary of the Corporation. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. A Governor may be removed at any time by the delivery to the Chairperson, the Vice Chairperson, the President or the Secretary of a written notice of removal executed by the member institution by which the Governor was designated. Additionally, any Governor may be removed from office, with or without cause, by the vote of two-thirds (2/3) of all of the Members, including a majority of each delegation of members from each IODP country or consortium with Lead Agency Status as defined in Article III, Section 7 of these By-Laws.

SECTION 7.  Alternate Governors. Each delegation of Members of the Corporation from a country or consortium of IODP entitled to a seat or seats on the Board of Governors may appoint up to three alternate Governor(s) from the membership to serve for the term specified by such appointment or until his or her successor is appointed, or until such Member shall cease to be a Member. In the absence of a Governor from any meeting of the Board, the Chair or Vice Chair may request an alternate Governor to attend such meeting and exercise thereat all the rights, powers, and privileges of the absent Governor.  No alternate Governor shall be appointed for the President of the Corporation. When so exercising the rights, powers and privileges of the absent Governor, such alternate Governor shall be subject in all respects to the provisions of these By-Laws and the law relating to Governors.

SECTION 8.  Eligibility Requirements for Governors and Alternate Governors. To be appointed as a Governor or Alternate Governor, individuals must be duly authorized to represent the Member institution or entity.
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Article V
Meetings of the Board of Governors

SECTION 1.  Annual Meeting. The annual meeting of the Board of Governors for the election of officers and for the transaction of such other business as may properly come before it shall be held on the first Monday of June in each year, or on such other date within ninety (90) days before or after the first Monday of June as the Board of Governors may designate, and shall be held immediately following the annual meeting of the Members of the Corporation.

SECTION 2.  Special Meetings. Special meetings of the Board of Governors may be called by the Chairperson of the Board of Governors or the President on his or her own authority, and shall be called by the Secretary upon the written request of five or more Governors.

SECTION 3.  Place of Meetings. The Chairperson of the Board of Governors or the President shall designate the place of the annual meeting or of any special meeting which shall be specified in the notice of meeting or waiver of notice thereof.

SECTION 4.  Notice of Meetings. Notice of each meeting of the Board of Governors shall be given to each Governor by the Secretary, or by an officer directed by the Chairperson of the Board of Governors or the President to give such notice not less than thirty days before the date fixed for the meeting. Notice of meetings shall also state the purpose thereof. Notice of any meeting need not be given to any Governor, however, who submits a signed waiver of notice, whether before or after the meeting. The attendance of any Governor at the meeting without protesting prior to the conclusion of the meeting the lack of notice thereof shall constitute a waiver of notice by him or her. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.

SECTION 5.  Quorum. Except as may be otherwise expressly required by law, at all meetings of the Board of Governors two-thirds (2/3) of the authorized number of Governors other than the President of the Corporation shall constitute a quorum. If a quorum is not present, a majority of Governors present may adjourn the meeting without notice other than by announcement at said meeting, until a quorum is present. At any duly adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 6.  Voting. Each Governor, with the exception of the President of the Corporation who shall not vote, shall be entitled to one vote. Except as otherwise expressly required by law, if a quorum is present all matters shall be decided by the vote of a majority of the Governors eligible to vote present at the time of the vote except as otherwise required by the By-Laws. Governors from institutions with existing or proposed contractual or business dealings with the Corporation in excess of $500K (US) (or equivalent, IODP Science Operation Costs or Platform Operation Costs) annually or existing or proposed contractual or business dealings with an Implementing Organization (as defined in the bilateral MEXT-NSF agreement) of the Integrated Ocean Drilling Program in excess of $1M (US) (SOCs and POCs) annually will be ineligible to vote on budget or other matters that directly affect their affiliated institution.

SECTION 7.  Action Without a Meeting. Any action required or permitted to be taken by the Board of Governors, or any committee thereof, may be taken without a meeting if all members of the Board of Governors other than the President of the Corporation or the committee consent in writing or electronic means to the adoption of a resolution authorizing the action. The resolution and the written or electronic consents thereto shall be filed with the minutes of the proceedings of the Board of Governors or the committee.
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Article VI
Officers

SECTION 1.  Officers and Qualifications. The officers of the Corporation shall consist of a Chairperson and a Vice Chairperson of the Board of Governors, a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Governors may from time to time establish and appoint. More than one office may be held by the same person, except that of Chairperson and Secretary. Officers, except for the Chairperson and the Vice Chairperson of the Board of Governors, need not be Governors. The President of the Corporation may not serve as Chairperson or Vice Chairperson of the Board of Governors.

SECTION 2.  Chairperson. The Chairperson of the Board of Governors shall, when present, preside at all meetings of the members and the Board of Governors and shall perform such other duties and exercise such other powers as shall from time to time be assigned by the Board of Governors.

SECTION 3.  Vice Chairperson. The Vice Chairperson of the Board of Governors shall preside, in the absence of the Chairperson, at all meetings of the Members and the Board of Governors and shall perform such other duties and exercise such other powers as shall from time to time be assigned by the Board of Governors.

SECTION 4.  President. Except as otherwise provided by the Board of Governors, the President shall be the Chief Executive Officer of the Corporation, and unless authority be given to other officers or agents to do so, he or she shall execute all contracts and agreements on behalf of the Corporation which are either authorized generally, or authorized by specific votes of the Board of Governors. It shall be his or her duty, insofar as the facilities and funds furnished to him or her by the Corporation permit, to see that the orders and votes of the Board of Governors and the purposes of the Corporation are carried out. In the absence of the Chairperson or the Vice Chairperson of the Board of Governors, the President shall preside at meetings of the Members and the Board of Governors. The selection, appointment, terms of employment and all other issues related to the President of the Corporation shall be controlled by the Board of Governors. These terms may not be suborned in any contract, grant or agreement entered into by the Corporation.

SECTION 5.  Vice Presidents. There may be one or more Vice Presidents who shall perform such duties and exercise such powers as shall from time to time be assigned by the Board of Governors.

SECTION 6.  Secretary. The Secretary shall give notice of the meetings, shall record all actions taken at the meetings and shall perform other duties as assigned by the Board of Governors.

SECTION 7.  Treasurer. The Treasurer, subject to the control of the Board of Governors, shall collect and receive, and shall have charge and custody of the funds and securities of the Corporation. He or she shall have such other duties as are customary to the position of Treasurer in a corporation of this type and such as may from time to time be assigned him or her by the Board of Governors.

SECTION 8.  Election and Term of Office. The Chairperson and Vice Chairperson of the Board shall each be elected by a majority vote of all the Governors eligible to vote from among membership of the Board for a term of two years or until his or her successor is chosen and qualifies. The Chairperson of the Board shall not be eligible for reelection until the Chairperson’s office has been held for a term or portion of a term of more than one year by a Governor designated by another Member other than the Member which designated the former Chairperson. The other officers of the Corporation shall be elected by a majority vote of all the Governors eligible to vote for terms of two years or until their successors are chosen and qualify. They may be chosen from among the Governors but need not be, and they shall be eligible for reelection.

SECTION 9.   Resignation. Any officer may resign at any time by delivering a written resignation to the Chairperson, the Vice Chairperson, the President or the Secretary of the Corporation. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

SECTION 10.  Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Governors.
Section 11.  Removal. Any officer or agent may be removed at any time either with or without cause by a vote of the Governors at any meeting of the Board of Governors.
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Article VII
Executive Committee and Other Committees

SECTION 1.  Executive Committee.  There shall be established an Executive Committee of the Board comprising the Chairperson, the Vice Chairperson and three to five additional Governors each elected by a majority vote of all the Governors eligible to vote for a term of two years or until his or her successor is chosen and qualifies.  Alternate Executive Committee members are selected from among the sitting Governors.

SECTION 2. Standing Committees. By resolution adopted by two-thirds (2/3) of all members of the Board eligible to vote, the Board of Governors may designate one or more standing committees for each major scientific, educational and research program in IODP to which the Corporation provides scientific counsel and advice and where appropriate, management direction, each consisting of three or more Governors. Each such committee shall serve at the pleasure of the Board. The Board of Governors may designate one or more Governors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

SECTION 3.  Powers of the Executive and Standing Committees. Powers of the Executive and Standing Committees will be provided by resolution adopted by a two-thirds majority of all members of the Board of Governors eligible to vote. Unless specified by resolution, Executive Committee and any standing committees may have and may exercise all the powers of the Board of Governors, except that any such committee shall not have authority as to the following matters:
a. The filling of vacancies in the Board of Governors or in any committee thereof;
b. Approving the budget of the Corporation;
c. The amendment or repeal of the By-Laws, or the adoption of new By-Laws; or
d. The amendment or repeal of any resolution of the Board of Governors which by its terms shall not be so amendable or repealable.
e. Approval of the IODP annual plan and budget.
At all meetings of any such committee, the presence of a simple majority of its members eligible to vote then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.

SECTION 4.  Special Committees. The Board of Governors may create such special committees as may be deemed desirable, the members of which shall be appointed by the Chairperson of the Board from among the Governors, with the approval of the Board, which committees shall have only the lawful powers specifically delegated to them by the Board, except that no such committee shall have powers which are not authorized for any standing committee of the Corporation.
SECTION 5.  Other Committees. The Board of Governors may create committees other than standing or special committees to be committees of the Corporation. Such committees shall be elected or appointed in such manner as may be determined by a majority vote of all the Governors eligible to vote and shall have such lawful duties as may be specified by the Board. An individual or an institution may be a member of any such committee whether or not a Governor, an officer or a member of the Corporation.
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Article VIII
Fees and Dues

SECTION 1.  Initial Membership Fee. All Members shall each contribute an initial membership fee of $5000 (US) at the time of becoming Members. Associate Members shall pay an initial membership fee of $2500 (US).

SECTION 2.  Fees and Assessments. Every Member shall pay such fees or assessments, annual or otherwise, as may be authorized from time to time by the majority vote of all the Governors eligible to vote, provided, however, that all such fees or assessments shall be levied equally on all Members and shall not exceed $5,000 (US) per calendar year per Member. A Member who has delivered its written resignation to the Secretary shall not be liable for any fees or assessments levied after the delivery of its resignation. Any Member who fails to pay any fees or assessments within sixty days after such fees or assessments are payable may be removed from membership for such nonpayment at a Board of Governors’ meeting by a two-thirds vote of all members of the Board eligible to vote. Associate Members shall pay annual dues at the rate of one-half of the dues for Members.
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Article IX
Compensation

SECTION 1.  Compensation. The Board of Governors shall have the power to fix the compensation and fees payable to officers and employees for services rendered to the Corporation, provided, however, that no Governors shall be paid any compensation for serving as Governor. All Governors may be reimbursed for the actual expenses incurred in performing duties assigned to them by the Board of Governors.

SECTION 2.  Dividends. The Corporation shall not pay dividends or distribute any part of its income or corporate fund balance to its Members, Governors or officers.
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Article X
Indemnification

SECTION 1.  Indemnification. Any person, Member or associate Member who shall be or who has been involved in or who shall be or who has been made a party to any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, Member or associate Member , his or her testator or his or her intestate estate is or was a Member or associate Member, Governor, alternate Governor, officer, employee or member of any duly constituted committee of the Corporation or is or was serving at the request of the Corporation as a representative of any other Corporation or any partnership, joint venture or other enterprise, shall be indemnified by the Corporation against all costs and expenses, including attorneys’ fees, reasonably incurred by or imposed upon him or her in connection with or arising out of such claim, action, suit or proceeding, or in connection with or arising out of any appeal or settlement therein to the fullest extent permitted by the laws of the State of Delaware, now or hereafter in effect; provided, however, that the indemnification provided for herein shall be made only upon the determination of the Board of Governors that indemnification is proper because such Member or associate Member, Governor, alternate Governor, officer, employee or member of for a any duly constituted committee has met the following standard of conduct: (a) he or she acted in good faith purpose which he or she reasonably believed to be in, or, in the case of service for any other Corporation or any partnership, joint venture or other enterprise, not opposed to, the best interests of the Corporation, and (b) with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made: (1) by the Board of Governors acting by a quorum consisting of Governors who are not parties to such claim, action, suit or proceeding upon a finding that the Governor, alternate Governor, officer, employee or member of any duly constituted committee has met the preceding standard of conduct; or (2) if such quorum is not obtainable or, even if obtainable, a quorum of disinterested Governors so directs, by the Board of Governors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the preceding standard of conduct has been met by such Member or associate Member, Governor, alternate Governor, officer, employee or member of any duly constituted committee. The foregoing right of indemnification shall not be exclusive of any other right or rights to which such Member or associate Member, Governor, alternate Governor, officer, employee or member of any duly constituted committee may be entitled as a matter of law, under the Certificate of Incorporation or these Bylaws, under any agreement or vote of the Board of Governors, or otherwise.
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Article XI
Fiscal Year

SECTION 1.  Fiscal Year. The fiscal year of the Corporation shall commence on the first day of October and end on the thirtieth day of the following September.
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Article XII
Seal

SECTION 1.  Seal. The seal of the Corporation shall be rectangular in form and shall bear the words and figures: "IODP MANAGEMENT INTERNATIONAL, INCORPORATED - Delaware, 2003" or words and figures of similar import. The form of such seal shall be subject to alteration by the Board of Governors.
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Article XIII
Amendments to By-Laws

SECTION 1.  Amendments. All By-Laws of the Corporation shall be subject to amendment or repeal and new By-Laws may be made by a vote of two-thirds of all the Members of the Corporation eligible to vote, at any annual or special meeting, the notice or waiver of notice of which shall have specified or summarized the proposed amendment, repeal or new By-Law at least thirty (30) but not more than fifty (50) days in advance of such meeting; provided, however, that ARTICLE II, Section 3, dealing with the election of new Members may be amended or repealed only by the unanimous vote of all the Members.
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