9.1    Except where the Not-for-Profit Corporation Law requires notices to be given by United States mail, any notice required to be given, mailed or submitted  under these By-Laws shall be deemed given, mailed or submitted  when delivered personally to the Member, deposited in the United States mail addressed to the Member, or sent electronically by E-mail or facsimile transmission, all to the Member’s last known address, E-mail address or facsimile number as appears on the records of the Society. 

9.2    Every Bailliage Member shall be personally obligated to notify his/her Bailli as well as the National Administrative Office of any change of address. 

Article X
AMENDMENTS

These By-Laws may be amended by a two-thirds vote of the National Council at any Annual or Special Meeting of the National Council at which there is a quorum present provided they have been submitted to the Council Members at least ten (10) days in advance of said Meeting.

 Article XI
FISCAL YEAR AND FINANCIAL STATEMENTS

11.1     The fiscal year of this Society shall be July 1 through June 30 of each calendar year. 

11.2     The Financial Statements of the Society shall be audited on an annual basis by an independent Certified Public Accountant.

Article XII
INDEMNIFICATION

Indemnification of Directors, Officers and Employees

Each person who, at any time, is or has been a Director, National or Regional Officer or Employee of the Society, and is made a party to any pending action, suit or proceeding, or any appeal in connection therewith, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is, or was, a Director, National or Regional Officer or Employee of the Society, or served at the request of the Society as a Director, National or Regional Officer, Employee, Trustee or Agent of another corporation, partnership, joint venture, trust or other enterprise shall be saved harmless and indemnified against expenses (including, but not limited to, attorney's fees, judgments, costs, fines and amounts paid in settlement), actually and reasonably incurred by him/her in connection with any such suit, action, proceeding or appeal therefrom to the full extent permitted by law. The foregoing right of indemnification shall not be deemed exclusive of any rights of indemnification to which any Director, National or Regional Officer or Employee may be entitled under any Statute or under any By-Laws, agreement, vote of Directors, Members or otherwise. The foregoing indemnity shall survive the death of any person covered thereby and shall be enforceable by his heirs and legal representatives.

Article XIII
INTERPRETATION, LANGUAGE AND APPLICABLE LAWS

13.1     All questions of construction and intention of the Certificate of Incorporation, By-Laws and rules and regulations (collectively referred to herein as the “Corporate Documents”) of the Society and of the Bailliages shall be finally and conclusively decided by the Board of Directors. Where the Society's Corporate Documents are in conflict with those of the International Society or a local Bailliage, those of the Society shall prevail (provided, in the case of a conflict with a local Bailliage, that such shall not be in violation of applicable law). Without limiting the generality of the above, in the construction of these By-Laws the masculine gender includes the feminine, the singular number includes the plural, and the plural number includes the singular. 

13.2     The interpretation of the legal aspects of these By-Laws and the Certificate of Incorporation shall be governed by the laws of the State of New York.

13.3     Notwithstanding the fact that the official language of the Confrérie de la Chaîne des Rôtisseurs is French, the official language of this Society will be English.

Article XIV
SEAL

The Seal of the Society shall be kept in the National Administrative Office and is as impressed in the space hereinbelow: