Amended & Restated Bylaws of the Yellow Pages Integrated Media Association

Article I: Name, Location & Purposes of the Association

I-1 Name. The name of the Association is the Yellow Pages Integrated Media Association (Local Search Association™).

I-2 Location. The principal office of the Association shall be located in such place as determined by the Board of Directors. The Board of Directors may establish other offices or places of from time to time. The Association shall maintain a registered office in the State of Delaware.

I-3 Notices. Notices to the Association shall be addressed to the Association at its principal office as determined by the Board of Directors. Notice to a Member shall be addressed to the address of the principal representative as shown on the books and records of the Association.

I-4 Purposes. The Association is a non-stock corporation organized under the Delaware General Corporation Law (“DGCL”). The Association may engage in any lawful act or activity for which a corporation may be organized under such law. More specifically, its purposes include, (without limitation):

(a) acquiring information from Members and third parties and providing analysis to members of the local media industry to aid in the conduct of their businesses and in communicating their needs and interests to federal, state and local legislative and administrative bodies, as well as to non-governmental organizations such as business firms, trade associations, charitable foundations and civic groups;

(b) representing the local media industry as a whole before the above-described governmental organizations;

(c) conducting and supporting training programs for the Members;

(d) conducting and supporting meetings, conferences, seminars, trade shows and similar activities;

(e) promoting the use of local media including, but not limited to, printed and electronic directories, search engines, social media and mobile advertising by advertisers and consumers throughout the world;

(f) providing co-operative (co-op) advertising information, national sales services and other programs and services that facilitate the use of local media;

(g) encouraging appropriate standards of conduct and, where appropriate, uniform practices in the creation and sale of local media;

(h) certification of competence in the development, marketing and sale of local media; and

(i) engaging in all lawful activities in furtherance of the foregoing purposes, or incidental thereto.

Article II: Membership

II-1 Membership Classes. The following classes of membership are available:

(a) Domestic Media Publisher Membership. Any Person that regularly publishes in print, digital or other electronic format directories, search engines, websites, or other media supported predominantly through local advertising revenue and distributed or intended for use primarily within the United States is eligible to become a Domestic Media Publisher Member of the Association.

(b) International Media Publisher Membership. Any Person that regularly publishes in print, digital or other electronic format Yellow Pages directories, search engines, website, or other media supported predominantly through local advertising revenue and distributed or intended for use primarily outside the United States is eligible to become an International Media Publisher Member of the Association.

(c) Agency Membership. Any Person that creates, promotes, markets, sells or brokers the sale of print, digital or other electronic media   on behalf of Domestic Media Publisher Members or International Media Publisher Members is eligible to become an Member of the Association.

(d) Industry Partner Membership. Any Person that supports the local media industry, is willing to assume the obligations of Membership and whose status as an Industry Partner would, in the judgment of the Board, be beneficial to the Association, is eligible to become an Industry Partner Member of the Association.

(e) Advertiser Membership. Any person that purchases advertising or other services from advertising or other services from Domestic or International Media Publishers and/or Agencies.

II-2 Applications for Membership. Applicants for membership shall submit to the President an application and pay such application and/or initiation fees as may be prescribed by the Board of Directors from time to time.

II-3 Admission of Members. Approval by the Board of Directors is required before any Person may become a Member of the Association. All Members agree, upon admission into the Association, to adhere to the bylaws, rules, regulations and guidelines of the Association as the same may be adopted and amended from time to time. 

II-4 Affiliates of Members. Persons who are or become affiliated with Members may maintain separate memberships, provided, however, that for purposes of computing dues and assessments and for other administrative purposes, the Association may treat affiliated Persons as a single Member.

II-4 Resignation. Any Member may resign by submitting a letter of resignation to the Board of Directors.

II-5 Suspension and Expulsion.
(a) Suspension and Expulsion for Nonpayment.Any Member of the Association that is delinquent in payment of dues, assessments or fees, including interest thereon, for a period of sixty days or more shall be notified of the delinquency and may be suspended from membership.If such delinquent amounts are not paid, or suitable payment arrangements are not made, within the succeeding thirty days, the delinquent Member may be expelled, unless otherwise provided by the Board.The President shall advise the Board of the suspension or expulsion of any Member under this paragraph.

(b) Suspension and Expulsion for Other Reasons. A Member may be suspended or expelled for cause by a 2/3 vote of the Board of Directors. A violation of the bylaws or any rules or guidelines of the Association or a failure to meet the requirements for membership is sufficient cause for such suspension or expulsion.

(1) The Association shall provide notice to the Member of any proposed suspension or expulsion at least fifteen (15) days before final action by the Board of Directors.

(2) The Board shall permit a Member an opportunity to respond to a proposed suspension or expulsion in accordance with procedures adopted by the Board of Directors.

II-6 Reinstatement. Members who have been suspended or expelled from membership may be reinstated upon such terms and conditions as the Board, in its sole discretion, determines.

II-7 Membership Rights. Except as otherwise provided in these Bylaws or as provided by law, the Board shall determine the rights and responsibilities of different classes or subclasses of membership.

Article III: Association Funding

III-1 Application and Initiation Fees. The Board shall establish application and initiation fees for each class of Members.

III-2 Annual Dues and Assessments.
(a) Annual Dues. In addition to those amounts referred to in Article III-1, Members shall pay such annual dues as are established by the Board of Directors from time to time.  The Board of Directors may establish different annual dues for different classes of Members and may establish multiple dues tiers within membership classes based on advertising revenues or billings, circulation, type of media, or other factors as may be determined by the Board. 

(b) Special Assessments.

(1) Extraordinary expenses, including (but not limited to) costs of litigation in which the Association is a party, shall not generally be budgeted but may be directly assessed as the Board of Directors finds fair and equitable.  Any class or subclass of membership is subject to such special assessments for extraordinary items, as the Board may determine from time to time.

(2) Every effort shall be made to avoid a budget deficit.  If such efforts are unavailing, Members may be assessed for such additional dues as may be required to cover a budget deficit in the past or current fiscal year, according to such formula as the Board of Directors finds fair and equitable.  Any budget surplus in any following year shall be used first to reimburse Members for their payment of such additional dues.

(c) Interest. The Board of Directors may, from time to time, determine by appropriate resolution, the rate of interest to be charged on the unpaid balance of any dues, fees  or assessments.

III-3 License Fees; Additional Activities.

(a) License Fees. The Board of Directors or the President may establish license or other fees for the use of any proprietary materials of the Association.  No Member or non-Member shall have the right to use any such proprietary materials unless it pays the license fees imposed by the Board, signs a written license Agreement with the Association, and complies with such other rules and guidelines as the Board may establish concerning the use of such materials.

(b) Additional Activities. The President may establish, from time to time, charges for products, services or programs offered by the Association, including, but not limited to research services, training and certification services, database access, Co-Op advertising services and advertising order transmittal and billing services.

III-4 Refunds. No application fees, initiation fees, annual dues or special assessments will be refunded, except with the prior approval of the Board of Directors.

III-5 Certification of Revenue, Sales, Circulation and Other Information. The Board may require each Member to provide such information, including annual sales, revenue and distribution information, as may be required to determine the appropriate level of dues, assessments or fees to be charged.  Such information shall be deemed highly confidential and may be used solely for the business of the Association and shall not be disclosed to any other Member or any third party without the prior written consent of the Member, provided, however, that the Association may disclose aggregated data, such as total industry revenue, or revenue by category of media or otherwise in connection with the compilation and publication of industry statistics so long as individual Member-provided information is not disclosed or readily determinable. 

Article IV: Member Representation

IV-1 Principal Representatives Each Member, upon joining the Association, shall designate in writing one individual who shall act as the Member's principal representative in the affairs of the Association. The principal representative shall have the right to cast the vote of the Member that he or she represents. A Member may at any time replace its principal representative by notifying the President or his/her designee in writing.

IV-2 Membership Committees.
(a) Creation. The Board of Directors or the President may establish one or more committees of the Association to encompass a particular category, class, subclass, or special group of Members.  In addition, the Board of Directors or President may establish standing and ad hoc committees to deal with specified tasks or issues of concern to all or a particular segment of Members.  The Chair may designate a Board member to act as the Board liaison to a committee and to report to the Board on matters addressed by the committee.  Unless expressly authorized by the Board of Directors, no committee is authorized to act or speak or incur any obligation on behalf of the Association.

(b) Committee Meetings. Unless otherwise specified by the Board of Directors, the members of any committee shall have the right to establish the rules for procedure, attendance and voting at their meetings, consistent with the Association’s charter and bylaws. 

(c) Committee Membership. Any Member of the Association that meets the membership requirements of a committee may join that committee upon payment of any applicable dues.  The Member shall designate one individual who shall act as the Member’s committee representative.  The individual may be, but is not required to be, the Member’s principal representative. 

(d) Committee Dues. Any committee dues for the support of products, services, programs or activities undertaken by the committee shall be approved by the Board of Directors.

Article V: Board of Directors

V-1 Authority. Except as otherwise provided by law or specified in these bylaws, all powers and authority of the Association are vested in and shall be exercised by the Board of Directors.  The Board of Directors may adopt such rules and guidelines as it deems proper for the conduct of the business of the Association.

V-2 Composition of the Board. The Board shall consist of nine to eighteen directors including:

(a) The Association President, who shall be a non-voting member of the Board

(b) Such other principal representatives of Members as the Board may determine from time to time.

V-4 Affiliates. Affiliated Members may not have more than one principal representative serve as a director at a given time. Should two or more Members become affiliated and such affiliation results in the affiliated Members having more than one principal representative on the Board, the affiliated Members shall promptly notify the Board of the name of the single principal representative who is to remain on the Board, and any additional directorships held by principal representatives of the affiliated Members shall thereupon be declared vacant, to be filled pursuant to this Article V. Absent timely notification, the Board shall have the power to determine which principal representative shall remain as a director and which directorships shall be declared vacant.

V-5 Appointment, Nomination and Election of Directors.

(a) Nomination by Board. Not less than 60 days before the Annual Meeting of the Association, the Board shall nominate a sufficient number of Director candidates to fill any directorships that are scheduled to become open at the Annual Meeting, including any new directorships created by the Board. 

(b) Qualifications.In nominating director candidates, the board shall take into consideration:

  1. the desirability of a particular member’s representation on the board;
  2. the ability of a candidate to devote sufficient time and attention to the duties of the office, including attendance at board meetings
  3. prior board experience of a candidate;
  4. the class of membership represented by a candidate’s member company
  5. whether a candidate adds to the diversity of thought, skills, backgrounds, experience, culture, expertise and range of tenures that are appropriate given the association’s current and anticipated needs;
  6. whether a candidate represents a membership class that is underrepresented on the board;
  7. whether a candidate has particular skills or qualifications that would be an asset to the board and the association
(c) Nomination by Membership. Within fourteen days of notice of the Annual Meeting, any Member in good standing may nominate additional candidates for directors by submitting to the President a nominating petition signed by the principal representatives of Members in good standing representing not less than 25 percent of the votes.

(d) Election by Members. Directors nominated for election shall be elected by the membership.

V-6 Terms of Service, VacanciesAll directors shall serve a one (1) year term commencing at the annual meeting or until such time as their successors are appointed or elected.  A director may serve for more than one term.  If a vacancy occurs on the Board for any reason, the Board shall fill such position for the remainder of the current term of the vacated position.

V-7 Meetings of the Board.

(a) Place of Meeting. Regular meetings of the Board shall be held at any place that has been designated by the Chair.  In the absence of such designation, regular meetings shall be held at the principal office of the Association.  Special meetings of the Board shall be held at any place that has been designated in the notice of meeting or, if not stated in the notice, at the principal office of the Association.

(b) Regular Meetings. Following each annual membership meeting, the Board shall meet to elect officers and transact such other business as may be appropriate.  Other regular meetings of the Board shall be held without call or notice at such times as may be fixed by the Chair.  

(c) Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or, in the event of his or her inability to act, the Vice-Chair or any four directors.  Special meetings of the Board shall be held upon not less than ten days notice by first-class mail or forty-eight hours notice given personally, by telecommunication or electronic mail.  Any such notice shall be addressed or delivered to each director at such director's postal or email address as it is shown upon the records of the Association or as may have been given to the Association by the director for purposes of notice, or if such address is not shown on such records or is not readily ascertainable, at the address of the principal office of the director's Member company.

(d) Telephone Meetings. Regular and Special Meetings of the Board may be held by telephone conference call or any other means permitted under the Delaware General Corporation Law that permits Board members to fully participate in the meeting.  Participation in a meeting through telephonic or other permitted means constitutes presence in person at such meeting.

(e) Quorum. A quorum shall consist of one third of the directors duly appointed, or elected, and qualified as of the time of the meeting or action taken without a meeting.

(f) Manner of Acting. Unless otherwise expressly provided in these bylaws, the Articles of Incorporation, or as required by the DGCL, the act of 2/3 of the directors present at a duly called meeting at which a quorum is present shall be the act of the Board.

(g) Board Voting. All directors shall have one vote except the President, who shall be non-voting.  A director may designate an alternate to attend a Board meeting in his or her absence, but only directors may count toward a quorum and vote at a Board meeting. 

(h) No Proxy Voting. At meetings of the Board, no proxy voting shall be allowed.  A director who is unable to attend a meeting may designate a representative to attend and participate in his or her stead, but that representative may not vote.

(i) Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

V-8 Resignation and Removal. Any director may resign at any time upon written notice to the Board.  Subject to applicable law, a director may be removed for cause by the Board and without cause by a two-thirds vote of the Members at a duly held meeting at which a quorum is present.

V-9 Reimbursement and Expenses. Directors may be reimbursed for expenses, including travel expenses, incurred by themselves and others in connection with the performance of their duties. Directors shall not receive compensation for their services.

V-10 Committees of the Board.

(a) Executive Committee. The Board may appoint an Executive Committee consisting of the Chair and such additional Board members as it deems appropriate. Members of the Executive Committee shall serve a one (1) year term in office.  The President shall be invited to attend and participate in all meetings of the Executive Committee (with the exception of those held in executive session), but shall not have the right to vote.  The Chair shall serve as Chair of the Executive Committee.

(1) Except where these bylaws require action by the entire Board, the Board may delegate to the Executive Committee any powers and authority, general or limited, as the Board may deem appropriate, provided however, that the Executive Committee shall not have the power or authority of the Board with respect to (a) approving any action for which the DGCL requires approval of the Members or approval of a majority of all Members; (b) adopting an agreement of merger or consolidation; (c) recommending to the Members the sale, lease or exchange of all or substantially al of the association’s property and assets; (d) amending or repealing these bylaws or adopting new bylaws; (e) amending the Certificate of Incorporation; (f) amending or repealing any resolution of the Board that by its express terms is not so amendable or repealable; (g) appointing other committees of the Board or the members thereof; or (h) approving any self-dealing transaction.

(2) All actions of the Executive Committee must be unanimous. 

(3) When acting within its authority from the Board, the Executive Committee’s decisions and actions shall be the same as if such decisions and actions were taken by the Board as a whole.  Any actions taken by the Executive Committee shall be reflected in the minutes and reported at the next meeting of the Board. 

(b) Other Board Committees. The Board may establish such temporary or permanent committees as it deems advisable and may appoint Board members as trustees of any employee benefit trusts maintained by the Association.

Article VI: Officers
VI-1 Officers. The officers of the Association are a Chair, a Vice-Chair, a Secretary-Treasurer, a President, and such other officers as the Board of Directors may from time to time determine.

VI-2 Qualifications. The Chair, Vice-Chair and Secretary-Treasurer must be directors.  No person may hold more than one officer position at the same time. Officers may serve more than one term.

VI-3 Election and Terms of Office. The Chair, Vice-Chair and Secretary-Treasurer shall be elected by majority vote of the Board of Directors at the first regular meeting of the Board following the election of the Board.  The term of office of each of these officers is one year and until his or her successor is elected and qualified.  Other officers shall serve for whatever term, or so long as, the Board determines.

VI-4 Duties.

The officers shall perform those duties assigned to them by the Board of Directors.

(a) Chair. The Chair shall exercise and perform such powers as may prescribed by these bylaws or assigned by the Board from time to time.

(b) Vice Chair. The Vice Chair shall exercise and perform such powers as may be delegated by the Chair and, in the absence or disability of the Chair, shall exercise the duties and authority of the Chair.

(c) Secretary-Treasurer. The Secretary-Treasurer shall be responsible for recording all votes and the minutes of all proceedings of the Board and the membership.  The Secretary-Treasurer shall cause notice of all meetings of Members and of the Board to be given as provided in these bylaws and shall perform such other duties as may be prescribed by the Board from time to time.  When authorized by the Board, the Secretary-Treasurer shall affix the seal of the Association to any instrument requiring it and shall attest to Board resolutions.  The Secretary-Treasurer shall have custody of the Association’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in the Association’s books and shall deposit all funds and other valuables to the account of the Association at such depositories as the Board may designate from time to time.  At the end of each fiscal year, the Secretary-Treasurer shall cause to be performed an audit of the Association’s financial records by a certified public accountant chosen by the Board.

(d) President. Subject to such powers, if any, as may be given by the Board to the Chair, the President shall be the general manager and chief executive officer of the Association with general supervision, direction and control of the business and staff of the Association, subject to the control of the Board.  The President shall preside at all meetings of Members and, in the absence of or as directed by the Chair, may preside at meetings of the Board.  The President shall be the spokesperson for the Association, responsible for publicizing the Association, securing Members for the Association, carrying out the policies, programs and objectives of the Association and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.

VI-5 Vacancies. If a vacancy occurs among the officers for any reason, the Board shall fill the vacant position for the unexpired portion of the term.

VI-6. Resignation and Removal. Subject to any contractual obligations, any officer may resign at any time upon written notice to the Board of Directors and may be removed by a two-thirds vote of the Board for any reason whatsoever, with or without cause.

VI-7. Compensation. The Chair, Vice-Chair and Secretary-Treasurer shall not receive compensation for their services. The Board of Directors shall determine if other officers are to be compensated and, if so, the rate of their compensation.

Article VII: Membership Meetings and Voting Procedures

VII-1 Annual Membership Meeting. The Association shall hold an annual meeting of the Members at the place and on the date that the Chair determines.   At the annual meeting, the President or his designee shall report to the membership on the activities of the Association during the preceding calendar year; the financial condition of the Association as set forth in the Association’s year-end financial statements; the approved budget for the current calendar year; the results of elections; and such other matters as the President or the Chair deems appropriate.

VII-2 Special Meetings. Special meetings of the Members may be called by the Board at any time.  The Board shall call a special meeting within thirty days of the written request of Members representing not less than twenty-five percent of the total votes of the Members specifying the purpose for which the meeting is called. 

VII-3 Notice of Meetings. Written notice of the time and place of the annual meeting or a special meeting shall be given by the President to each Member of the Association not less than ten days nor more than sixty days prior to the date of the meeting, except as otherwise provided by law.  The notice shall include a description of the business to be discussed at the meeting, including a list of nominees for election to the Board.

VII-4 Voting Procedures.

(a) Quorum. The presence, in person or by a written designation of proxy authority, of Members representing thirty percent (30%) of the total votes of the Members (as determined under Article VII-5) shall constitute a quorum for the transaction of business at any duly called meeting of the Members, provided that if less than a quorum is present, a majority of the Members present may adjourn the meeting to another time without further notice.

(b) Manner of Acting.

(1) Election of Directors. Election of directors shall be by written ballot.  Ballots shall be submitted to Members not less than thirty days before the date of the annual meeting and shall be returned not later than the date specified by the Board, which shall not be later than the date of the annual meeting.  The Board may authorize the submission and return of written ballots by electronic transmission in accordance with Section 212 of the DGCL.  Directors shall be elected by a majority of the votes of the Members voting or, in the case of contested elections, by a plurality of the votes of the Members voting.

(2) All Other Matters. The Act of fifty percent (50%) or more of the votes cast by Members present (either in person or by proxy) or by written ballot at a duly called meeting at which a quorum is present shall be the act of the Members, unless the act of a greater number is required by the DGCL, the Articles of Incorporation, or these bylaws.

VII-5 Determination of Voting Rights. Each Member in good standing at the time of the Annual or Special Meeting or, in the case of elections, at the time ballots are submitted to Members, shall be entitled to a minimum of one vote. In addition, each Member in good standing shall be entitled to one vote each full one thousand dollars of dues charged by the Association to the Member during the preceding fiscal year and paid by the Member not less than thirty days before the meeting at which the votes are to be cast. During the first fiscal year of its membership in the Association, the additional votes allocable to a Member shall be calculated on the basis of the dues charged to, and timely paid by, the Member during said year prior to the time that notice is properly given to the Member of the meeting at which the votes are to be cast, rather than during the preceding fiscal year. At any membership meeting, each Member may have more than one representative in attendance, but the attendance of more than one representative shall not enlarge a Member's voting rights.

VII-6. Action Without a Meeting.

Any action required or permitted to be taken at any annual or special meeting of Members of the Association may be taken without a meeting, without prior notice, and without a vote, if a written consent setting forth the action so taken shall be signed by not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of Members entitled to vote thereon were present and voted.  Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to those Members entitled to vote on such action who have not consented in writing in accordance with the DGCL. 

Article VIII: General Provisions

VIII-1 Amendments to Bylaws. These bylaws may be amended by a vote of two-thirds of the entire Board, provided notice of the substance of the proposed amendments shall have accompanied the notice of the Board meeting during which such amendments are to be approved. 

VIII-2 Waiver of Notice. Whenever notice is required to be given under applicable law, the Articles of Incorporation or these bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

VIII-3 General Counsel. A General Counsel shall be appointed by, and may be discharged by, the entire Board.

VIII-4 Dissolution. If it should be deemed advisable in the judgment of the Board that the Association should be dissolved, the Board, after the adoption of a resolution to that effect by a two-thirds vote of the entire Board at any meeting called for that purpose, shall cause notice to be mailed to each Member of the adoption of the resolution and of a Membership meeting to take action upon the resolution. At such a membership meeting, the Association may be dissolved by two-thirds vote of the Members (as determined under Article VII-5), subject to compliance with applicable law, including provisions of the Internal Revenue Code and regulations issued thereunder governing the dissolution of not-for-profit organizations.

VIII-5 Severability. In the event that any provision of these bylaws is held to be invalid, the remaining provisions shall continue in full force and effect.

VIII-6 Indemnification. The Association shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Association or, while a director or officer of the Association, is or was serving at the request of the Association as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.   

(a) Advancing Expenses. Expenses incurred by a person who is or was a director or officer of the Association in appearing at, participating in or defending any such action, suit or proceeding shall be paid by the Association at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Association as authorized by this Article VIII-6.  If a claim under this Article VIII-6 is not paid in full by the Association within ninety days after a written claim has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be paid also the expense of prosecuting such claim. 

(b) Defenses. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Association) that the claimant has not met the standards of conduct which make it permissible under the DGCL or other applicable law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association.  Neither the failure of the Association (including its board of directors, independent legal counsel, or its Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL or other applicable law, nor an actual determination by the Association (including its board of directors, independent legal counsel, or its Members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 

(c) Insurance. The Association shall obtain and maintain Officers and Directors liability insurance, general liability and such other insurance and at such levels of coverage as the Board of Directors may require.

VIII-7 Confidential Proprietary Information. The Board of Directors shall adopt rules governing the terms and conditions under which confidential and proprietary information of Members may be acquired, used, shared or disclosed to the Association, intended to protect the proprietary interests of Members to the fullest extent consistent with legal and regulatory requirements.

VIII-8 Definitions. As used herein, the following words shall have the following meanings:

(a) “Affiliate” or “Affiliated” shall mean owned or controlled by or under common ownership or control.

(b) “Association” means the Yellow Pages Integrated Media Association, a Delaware not-for-profit non-stock corporation. 

(c) “Board” means the Association’s Board of Directors.

(d) “DGCL” means the General Corporation Law of the State of Delaware, as amended.

(e) “Member” means a member of the Association.

(f) “Member in good standing” means a Member who is not suspended and has not been expelled from the Association.

(g) “Person” means any natural person, partnership, corporation, or other legal entity.

VIII-9 Effective Date. These Amended and Restated Bylaws are effective as of February 20, 2018.