BYLAWS OF THE SERBIAN AMERICAN CHAMBER OF COMMERCE OF HOUSTON, INC.
NAME AND OFFICES
1.1 Name and State of Incorporation. The name of the organization is The Serbian American Chamber of Commerce of Houston, Inc. (the "Organization"). The Organization is formed under the laws of the State of Texas.
1.2 Not-For-Profit Organization. The Organization is formed as a non-profit corporation organized pursuant to the Texas Non-Profit Corporation Act, Title 32, Chapter 9, Article 1396-1.01 to 11.02 (the "Act") and Section 501(c)(6) of the Internal Revenue Code of 1986 (the "Code").
1.3 Principal Office. The Organization's principal office shall be at 5555 San Felipe, Suite 520, Houston, Texas 77056. The Organization may also have other offices located in the State of Texas as the Board of Directors may from time to time determine or the business of the Organization may require.
2.1 Mission Statement. The Organization is established for the following purposes:
A) To promote, improve and facilitate all segments of commercial relations and maintain suitable rooms for the conduct of business and trade between the United States and the Republic of Serbia, including:
(i) promotion of the trade of goods and services between, and access to the information on the economy and business environment to, companies in the United States and the Republic of Serbia in order to encourage local and international investment;
(ii) creation of a forum and representative body for businesses within the two countries;
(iii) cooperation with various U.S. and Serbian governmental, economic, diplomatic and consular agencies, and other associations in the two countries that pursue similar goals; and
(iv) facilitation of the interaction between the members in order to foster excellent Serbian-American business relations within the two countries;
B) To promote, improve and facilitate academic, cultural and social relations between the United States and the Republic of Serbia;
C) To represent mutual interests of the members and take actions to further their interests;
D) To foster good corporate citizenship to benefit the communities in which the members do business;
E) To engage in any lawful activity for which corporations may be organized under the laws of the State of Texas, none of which is for profit, and within the meaning of the Code; and
2.2 Limitations. In all its activities the Organization shall be non-partisan and non-sectarian, and shall not discriminate on the basis of race, creed, color, age, sex, marital or handicap status.
3.1 Eligibility. Any individual, association, corporation, partnership or estate supporting the Organization's Mission Statement, as defined in Article II above.
3.2 Membership. Applications for membership shall be in writing, on forms approved by the Board of Directors and provided for that purpose.
3.3 Honorary Membership. Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of the members in good standing except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall grant or revoke honorary membership by a majority vote.
3.4 Dues. Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors.
3.5 Termination of Membership.
A) Resignation. Any member may resign from the Organization upon written notice to the Board of Directors, in which case such resignation shall be effective as of the date of receipt of the notice by the Board of Directors;
B) Non-Payment of Dues. Any member shall automatically be expelled from the Organization for non-payment of membership dues after sixty (60) days from the date due; provided, however that the Secretary, or other person designated by the Board of Directors, shall send a notice, via certified mail, of non-payment of membership dues to such member within fifteen (15) days from the due date notifying such member that his or her membership in the Organization shall automatically terminate after the expiration of sixty (60) days from the due date unless such member provides a written request to the Board of Directors for an extension for good cause within thirty (30) days of receipt of the notice. After receipt of the request for an extension, the Board of Directors shall, in its sole discretion and by a majority vote, decide whether such an extension shall be granted and for what period;
C) Misconduct. Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct contrary to the Organization's Mission Statement, as defined in Article II above, or for conduct that would adversely affect or have the potential to adversely affect the Organization's reputation; provided, however, that a member may be expelled only after notice and opportunity for a hearing are afforded to such member.
Resignation or termination of the membership shall not entitle a resigning member or a member whose membership has been terminated to a refund of membership dues already paid to the Organization by such member.
MEETINGS OF MEMBERS
4.1 Annual Meetings. The annual meeting of the members of the Organization shall be held each year during the first week of the month of October. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before the meeting. At the annual meeting, the members shall elect Directors and transact any other business that may properly be brought before the meeting. Nomination and election of Directors must be transacted pursuant to the notice and other requirements set forth in Section 5.3. All other business at the annual meeting must be transacted pursuant to the notice and other requirements set forth in Section 4.9.
4.2 Special Meetings. Special meetings of the members of the Organization may be called by the President, at least three (3) Directors or upon petition in writing of at least ten percent (10%) of the members in good standing at the time of such petition is received by the Board of Directors. The Secretary, or one acting at the direction of the Secretary, shall issue a notice to all members of the time, date, and place of the meeting at least ten (10) days prior to such meeting. The notice shall state the purpose or purposes of the proposed meeting. Business transacted at special meetings shall be confined to the purposes stated in the notice of the meeting unless a majority of the members in attendance at the meeting, whether in person or by proxy, decides to transact other business.
4.3 Record Date and List of Members. A record date for determining members entitled to receive notice for any annual and special meeting shall be determined by the Board of Directors. After fixing a record date for the notice of a meeting, the Organization shall prepare an alphabetical list of the names of all its voting and non-voting members who are entitled to notice of the meeting. The list must show the address and contact information of each member. The Organization shall maintain, beginning at least ten (10) days before and through the time of the members' meeting, at the Organization's principal office or at a reasonable place identified in the meeting notice, a list of members who are entitled to vote at the meeting which must be available for inspection by any member entitled to vote at the meeting for the purpose of communication with other members concerning the meeting.
4.4 Quorum. At any annual meeting of the Organization, a majority of the members entitled to vote and in good standing, represented in person or by proxy, shall constitute a quorum. At any duly called special meeting of the Organization, twenty five percent (25%) of the members entitled to vote and in good standing, represented in person or by proxy, shall constitute a quorum.
4.5 Voting. When a quorum is present at any meeting, the vote of a majority of the members entitled to vote present in person or by proxy at the meeting shall be the act of the members, unless the vote of a different number is required by the Act, the Articles of Incorporation, or these Bylaws. In any proceeding in which voting by members is called for, each member entitled to vote and in good standing shall be entitled to cast one (1) vote.
4.6 Proxy. Each member shall, at every meeting of the members, be entitled to vote in person or by proxy. A member or his duly authorized attorney-in-fact may appoint a proxy by signing a writing authorizing another person or the Organization to act for him/her as proxy. The transmitted record shall set forth or be transmitted with written evidence from which it can be determined that the member authorized the appointment. Any copy, electronic transmission or other reliable reproduction of the proxy or electronic record (each a "proxy") may be substituted for the original record if it is a complete copy, communication or reproduction of the entire original. Every proxy shall be filed with the Secretary prior to or at the time of the meeting. Each proxy is effective when received by the Organization and is valid for eleven months from the date of its execution unless otherwise provided in the proxy.
4.7 Action By Written Consent. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if a written consent sets forth the action taken by the members and is signed by the members in good standing representing a majority of the members entitled to vote on the subject matter and the written consent is received by the Organization. The consent shall have the same force and effect as a majority vote of the members entitled to vote at a meeting of the members and may be so stated in any document. Action taken under this Section is effective as of the date the last writing necessary to effect the action is received by the Organization, unless all of the writings specify a different effective date, in which case the specified date shall be the effective date for the action. The record date for determining members entitled to vote without a meeting is the date the Organization first receives a writing upon which the action is taken.
4.8 Advance Notice of Members Business. To be properly brought before an annual meeting of the members, any business must be (a) specified in the notice of, or otherwise properly brought before the meeting by, or at the direction of, the Board of Directors or (b) properly brought before the meeting by a member who is a member of record on the date for the determination of members entitled to vote at such annual meeting. For such business to be considered properly brought before the meeting by a member, such member must have given timely notice and in proper form of such member's intent to bring such business before such meeting. To be timely, such member's notice must be delivered to or mailed and received by the Secretary of the Organization at the principal offices of the Organization or via email not less than five (5) days prior to the annual meeting.
BOARD OF DIRECTORS
5.1 Authority. The business and affairs of the Organization shall be managed by the Board of Directors, who may exercise all powers of the Organization and do all lawful acts that are not, by the Act, the Articles of Incorporation, or by these Bylaws, directed or required to be exercised or done by the members. The Board of Directors shall be responsible for formulating the policies of the Organization, which shall be reviewed at least annually at the annual meetings of the members and revised as necessary.
5.2 Composition. The Board of Directors shall have no less than three (3) nor more than twelve (12) Directors to serve for three (3) year terms and elected annually pursuant to Section 5.4. Each Director must be a member of the Organization in good standing at the time of election and throughout the incumbency as a Director.
5.3 Recommendation of Directors. Each member in good standing may be nominated to be a Director by petition bearing the genuine signatures of at least five (5) members in good standing and entitled to vote. Such petition shall be filed with the Chairman no later than ten (10) days before the date of the annual meeting of the members. Seven (7) days before the annual meeting, the Secretary shall notify the members in writing of the names of persons nominated as candidates for Directors. Each candidate for a Director must be an active member in good standing and must have agreed to accept the office. Additional names of candidates for Directors can be nominated at the annual meeting by a vote of the majority of the members present at such meeting.
5.4 Election of Directors. The Board of Directors shall be divided into three classes: Class I, Class II and Class III. Each of the three classes shall have a three-year term and be as nearly equal in number. The Organization's first Board of Directors shall determine, by a majority vote and no later than thirty (30) days before the annual meeting of members of the Organization to be held in 2008, the Class I, Class II and Class III Directors of the then members of the Board of Directors. The Directors appointed to Class I and Class II shall hold office for one and two-year terms, respectively, and shall be eligible for re-election for a full three-year term at the Organization's annual meeting of members of the Organization to be held in 2008 and 2009, respectively. The Directors appointed to Class III shall serve full three-year terms and shall be eligible for re-election for a new three-year term at the annual meeting of members of the Organization to be held in 2010. Thereafter, the Directors shall be assigned to a class at the time of their election. At each election of Directors, the number of candidates equaling the number of Directors to be elected who obtain the highest number of votes cast for their election shall be elected to the Board of Directors. There shall be no limitation as to how many times each Director may stand for re-election to the Board of Directors.
5.5 Vacancies. Notwithstanding the fact that the remaining Directors may constitute less than a quorum of the Board of Directors, the affirmative vote of a majority of the remaining Directors may fill any vacancy occurring in the Board of Directors and, during the period between any two successive annual meetings of the members, may fill any directorships resulting from an increase in the number of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. A directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing until the next election of Directors by the members.
5.6 Resignation. Any Director may resign from office at any time by giving written notice of resignation to the Organization, and such resignation shall take effect upon receipt by the Organization unless the notice specifies a later date.
5.7 Removal. Any Director may be removed from office before the expiration of his/her term, with or without cause, only by an affirmative vote of the members equal to the vote necessary to elect the Director at any special meeting of the members. A Director who shall be absent from three (3) consecutive regularly scheduled meetings of the Board of Directors shall automatically be dropped from membership on the Board, unless confined by illness or otherwise approved by a majority vote of those voting at any meeting of the Board of Directors.
5.8 Chairman. The Board of Directors may elect a Chairman of the Board of Directors from one of the Directors. The Chairman shall preside at all meetings of the members and the Board of Directors and shall have any other powers as may from time to time be assigned by the Board of Directors.
5.9 Place of Meetings. Directors of the Organization may hold their meetings, both regular and special, at any location within the contiguous United States, or at any location outside the contiguous United States by consent of a majority of the Directors.
5.10 Annual Meetings. The first meeting of each newly-elected Board of Directors shall be held without further notice immediately following, or within ten (10) business days after, the annual meeting of the members.
5.11 Special Meetings. The Board of Directors special meetings may be called by the Chairman, the President or upon written application of at least two (2) Directors. Notice of such meeting, either personally delivered to each Director at his or her business address, or transmitted by facsimile transmission, e-mail, or other form of wire or wireless communication accompanied with the purpose of the meeting, shall be given to each Director at least five (5) day prior to such meeting.
5.12 Quorum. At all meetings of the Board of Directors, the presence of a majority of the number of Directors fixed by the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Act, the Articles of Incorporation, or these Bylaws. If a quorum is not present at any meeting of Directors, the Directors present at the meeting may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum is present.
5.13 Presumption of Assent. A Director of the Organization who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless:
a. the Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to the holding of the meeting or the transaction of business at the meeting and does not later vote for or assent to any action taken at the meeting;
b. the Director contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or
c. the Director causes written notice of his or her dissent or abstention as to any specific action to be received by the presiding Director of the meeting before its adjournment or by the Organization promptly after the adjournment of the meeting.
A Director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of the Board of Directors or at a committee shall not be available to a Director who voted in favor of the action. Participation in a meeting shall constitute a Director's presence in person at such meeting, except where a Director participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
5.14 Action By Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all of the Directors or a committee, and the consent shall have the same force and effect as a majority vote at a meeting, and this may be stated as such in any document or instrument filed with the Secretary of State. Any and all written consents signed by a Director and returned to the Organization by facsimile transmission or email shall have the same force and effect as an original signature.
5.15 Meetings By Conference Telephone. Directors or members of any committee designated by the Board of Directors may participate in and hold a meeting of the Board of Directors or a committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting and waiver of notice of the meeting, except where a person participates in the meeting for the express purpose of objecting to the transactions of any business on the ground that the meeting is not lawfully called or convened.
5.16 Standard Of Care. A Director shall perform his or her duties as a Director and as a member of any committee in good faith, in a manner a Director reasonably believes to be in the best interests of the Organization, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
5.17 Compensation of Directors. Directors, in such a capacity, shall not receive any salary or compensation for their services to the Organization.
6.1 In General. The Officers of the Organization shall be elected by the Board of Directors and shall include at least a President, a Secretary, and a Treasurer. The Board of Directors may also, if it chooses to do so, elect one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, all of whom shall also be Officers. Two or more offices may be held by the same person, and Officers need not be Directors of the Organization; provided, however, that Officers must be the members of the Organization. In all cases where the duties of any Officer, agent, or employee are not prescribed by the Bylaws or by the Board of Directors, the Officer, agent, or employee shall follow the orders and instructions of the President or Chairman of the Board of Directors of the Organization. Each Officer must be a member of the Organization in good standing at the time of election and throughout the incumbency as an Officer.
6.2 Election. The Board of Directors, at its first meeting after the annual meeting of the members, shall elect the Officers of the Organization as described above. The Board of Directors may appoint other Officers and agents as it shall deem necessary. The Officers shall hold office until their successors are chosen and qualified or an Officer resigns. Any Officer elected or appointed by the Board of Directors may be removed by majority vote of the Board of Directors whenever, in its judgment, the best interests of the Organization will be served. Election or appointment of an Officer or agent shall not of itself create contract rights.
6.3 Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors, or by the Officer or Officers authorized by the Board, for the unexpired portion of the Officer's term. If an Officer resigns and the resignation is made effective at a later date, the Board of Directors, or Officer or Officers authorized by the Board, may permit the Officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Board of Directors or Officer or Officers authorized by the Board provide that the successor shall not take office until the effective date. In the alternative, the Board of Directors, or Officer or Officers authorized by the Board of Directors, may remove the Officer at any time before the effective date and may fill the resulting vacancy.
6.4 President. The President shall preside at all meetings of the members and the Board of Directors unless a Chairman has been elected, and shall have responsibility for the general and active management business of the Organization and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all contracts, conveyances or other legal instruments on behalf of the Organization in the ordinary course of business.
6.5 Vice Presidents. The Vice President or, if there are more than one, the Vice Presidents, in the order of their seniority or in any other order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform any other duties that the Board of Directors prescribes.
6.6 Secretary. The Secretary shall:
a. prepare and maintain as permanent records the minutes of the proceedings of the members and the Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Organization, and a record of all waivers of notice of meetings of the members and of the Board of Directors or any committee of the Board of Directors;
b. ensure that all notices are duly given in accordance with the provisions of these Bylaws and as required by law;
c. serve as custodian of the corporate records and of the seal of the Organization, if any, and affix the seal to all documents when authorized by the Board of Directors;
d. keep at the Organization's registered office or principal place of business a record containing the names and addresses of all members in a form that permits preparation of a list of members arranged by alphabetical order showing the address and contact information for each member;
e. maintain at the Organization's principal office the originals or copies of the Organization's Articles of Incorporation, Bylaws, minutes of all members' meetings and records of all action taken by members without a meeting for the past three years;
f. authenticate records of the Organization; and
g. in general, perform all duties incident to the office of Secretary and all other duties that from time to time may be assigned by the President, Chairman or by the Board of Directors.
The Board of Directors or members may designate a person other than the Secretary or Assistant Secretary to keep the minutes of their respective meetings. Any books, records, or minutes of the Organization shall be in written form or in a form capable of being converted into written form within a reasonable time.
6.7 Assistant Secretaries. Assistant Secretaries, if any, shall have the duties and powers delegated to them by the Secretary, subject to supervision by the Secretary.
6.8 Treasurer. The Treasurer shall have the care and custody of all funds, evidences of indebtedness, and other personal property of the Organization, and shall deposit them in accordance with the instructions of the Board of Directors. The Treasurer shall receive and give receipts and acquittance for money paid in on account of the Organization, and shall pay out of the Organization's funds on hand all bills, payrolls (if any), and other just debts of the Organization of whatever nature upon maturity. The Treasurer shall perform all other duties incident to the office of the Treasurer and, upon request of the Board of Directors, shall make reports to the same as may be required at any time. The Treasurer shall have all other powers and perform all other duties that may from time to time be prescribed by the Board of Directors, the Chairman of the Board of Directors, or the President. The Treasurer shall also prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account as required by the Act, prescribe and maintain an adequate system of internal audit and prepare and furnish to the President and the Board of Directors statements of account showing the financial position of the Organization and the results of its operations.
6.9 Assistant Treasurers. Assistant Treasurers, if any, shall have the duties and powers delegated to them by the Treasurer, subject to supervision by the Treasurer.
6.10 Attestation. The signature of any Officer shall be effective without an attestation.
6.11 Compensation Of Directors. Officers, in such a capacity, shall not receive any salary or other compensation for their services unless otherwise determined and approved by the Board of Directors.
7.1 Appointment and Authority. The Board of Directors shall create all committees and appoint all committee members as it shall deem necessary to carry out the program of the Organization. The Board of Directors shall authorize, determine a number of committee members and define the powers and duties of all committees. The Board of Directors shall, at least quarterly, review and approve all activities and proposed programs of such committees. Each committee members' term of office shall be for a period of one (1) year or less if sooner terminated by the Board of Directors. There shall be three permanent committees: Executive Committee, Academic and Scientific Committee and Special Events Committee.
7.2 Limitation of Authority. No action by a committee shall be binding upon, or constitute an expression of, the policy of the Organization until it shall have been approved or ratified by the Board of Directors.
8.1 Funds. All monies paid to the Organization shall be placed in a general operating account. The Organization shall use its funds from such account only to accomplish the objects and purposes specified in these Bylaws, and no part of the funds shall inure, or be distributed, to the members, Directors or Officers of the Organization.
8.2 Budget and Annual Review. As soon as possible after the election of the Board of Directors and Officers, the Board of Directors shall compile and approve a budget of estimated expenses for the coming year. The accounts of the Organization shall be reviewed as of the close of business on December 31 each year by a public accountant, or a special audit committee created by the Board of Directors. The review shall at all times be available to the members within the offices of the Organization at the prior written request.
8.3 Disbursements. Upon approval of the budget, the President and Treasurer are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be made by check or credit card issued in the name of the Organization.
8.4 Fiscal Year. The fiscal year of the Organization shall be a calendar year and shall close on December 31.
9.1 Indemnification of Directors, Officers and Agents. The Organization shall indemnify and advance expenses to the fullest extent permitted by Article 1396-2.22A of the Texas Non-Profit Corporation Act (as amended from time to time) and other applicable law, present and former Directors, Officers and agents of the Organization and persons serving or formerly serving at the request of the Organization as Directors, Officers, agents or similar functionaries of another foreign or domestic corporation, other enterprise or entity, against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding and any inquiry or investigation that could lead to such an action suit or proceeding, because the person is or was acting in one of the capacities set forth above.
10.1 Dissolution. Dissolution of the Organization may be initiated by the Board of Directors or a majority of the members in good standing and entitled to vote. Dissolution must be approved by a three-quarter (3/4) majority vote of the members in good standing and entitled to vote.
10.2 Distribution of Assets upon Dissolution. Upon the dissolution of the Organization, the Organization's assets shall be distributed for one or more exempt purposes within the meaning of the Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, each as determined by the Board of Directors. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Organization is then located, exclusively for such purposes or to such association or associations, as such court shall determine, which are organized and operated exclusively for such purposes.
11.1 Form Of Notice. Whenever, under the provisions of the Act, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Director, Officer or member, and no provision is made as to how the notice shall be given, any notice may be given in writing by mail, postage prepaid, and addressed to the Director, Officer or member at the address that appears on the books of the Organization, or sent by facsimile number, or email address, that appears for that Director, Officer or member on the books of the Organization. Any notice required or permitted to be given by mail shall be deemed to be delivered when deposited in the United States mail, postage prepaid, and addressed to the Director, Officer or member as stated above.
11.2 Waiver. Whenever any notice is required to be given to any Director, Officer or member of the Organization, under the provisions of the Act, the Articles of Incorporation, or these Bylaws, a waiver of notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in the notice, shall be deemed equivalent to giving notice.
12.1 Amendments. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Board of Directors by a majority vote at any regular meeting or at any special meeting called for that purpose, unless a majority of the members entitled to vote and in good standing have expressly provided that the particular provision cannot be amended or repealed by the Board of Directors.
12.2 When Bylaws Silent. It is expressly recognized that when the Bylaws are silent as to the manner of performing any corporate function, the provisions of the Act shall control.
12.3 Conflicts. In the event of any irreconcilable conflict between these Bylaws and either the Corporation's Articles of Incorporation or applicable law, the Articles of Incorporation shall control.
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