AMENDED AND RESTATED

CODE OF BY­LAWS

OF

YOUNG PROFESSIONALS OF CENTRAL INDIANA, INC.


ARTICLE I Definitions and Abbreviations.  As used in this Amended and Restated Code of By­Laws, when capitalized:


"Corporation" means Young Professionals of Central Indiana, Inc.


"Articles of Incorporation" mean the Articles of Incorporation of the Corporation, as amended from time to time.


"By­Laws" means the Amended and Restated Code of By­Laws of the Corporation, as amended from time to time.


"Active Member" means for any fiscal year, any member who has paid in full any dues required for such fiscal year and has participated in at least one event sponsored by the Corporation during the previous calendar year. The books and records of the Corporation shall be conclusive evidence of such payment and participation.


ARTICLE II Identification.


Section 2.1  Name. The name of the Corporation is Young Professionals of Central Indiana, Inc.


Section 2.2 Registered Office and Registered Agent ­ Power to Change. The street address of the registered office of the Corporation is 1 Indiana Square, Suite 3500, Indianapolis, Indiana 46204; and the name and address of its Registered Agent in charge of such office is Seth M. Smoker. The location of its registered office, or the designation of its Registered Agent, or both, may be changed at any time, or from time to time, when authorized by the Board of Directors, by filing with the Secretary of State, on or before the day such change is effective, or within five (5) days after the death of the Registered Agent or other unforeseen termination of his agency, a certificate signed by the President or Vice President, and the Secretary or Assistant Secretary, of the Corporation, and verified under oath by one of such officers signing the same, stating the change to be made and reciting that such change is made pursuant to authorization by the Board of Directors.


Section 2.3 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December next following.


Section 2.4 Purpose. The purposes for which the Corporation is formed are as set forth in its Articles of Incorporation.


ARTICLE III Membership and Voting Rights.


Section 3.1 Membership and Voting Rights. Each Director shall have the right to one vote upon becoming a Director of theDirectorn Active Member in the Corporation.


Section 3.2. Place of Meetings. All meetings of DirectorsMembers of the Corporation shall be held at such place, within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent DirectorActive Members thereat.


Section 3.3. Annual Meeting. The annual meeting of the Current DirectorsNew Active Members for the election of New Directors, and for the transaction of such other business as may properly come before the meeting, shall be held on a date selected by the President each year. The President may elect to provide an online voting option in place of the in-person Director Active Member meeting if there is no new business to be discussed.  Failure to hold the annual meeting at the designated time shall not work any forfeiture or dissolution of the Corporation.


Section 3.4 Special Meeting. Special meetings of the Active Members may be called by the President, by any Vice­President, by the Board of Directors, or by Active Members holding not less than one­ half of all the votes of membership outstanding and entitled by the By­Laws to vote on the business proposed to be transacted thereat.


Section 3.5 Notice of Meetings. A written or printed notice, stating the place, day and hour of the meeting, and in case of a special meeting, or when required by any other provision of the Act, or the Articles of Incorporation, or this Code of By­Laws, the purpose or purposes for which the meeting is called, shall be delivered, mailed, or electronically mailed by the Secretary, or by the Officers or persons calling the meeting, to each Active Member entitled by the By­Laws and by the Act to vote at such meeting, at such address as appears upon the records of the Corporation, at least ten days before the date of the meeting. Notice of any such meeting may be waived in writing by any DirectorsActive Members, if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting in person, or by proxy when the instrument of proxy sets forth in reasonable detail the purpose or purposes for which the meeting is called, shall constitute a waiver of notice of such meeting.


Section 3.6 Addresses of Members. The address of any Active Member appearing upon the records of the Corporation shall be deemed to be the latest address of such Active Member appearing on the records maintained by the Secretary of the Corporation.


Section 3.7  Voting at Meetings.


Clause 3.7.1 Members Entitled to Vote. Except as otherwise provided by law or by the provisions of the Articles of Incorporation, every Director Active Member of the Corporation shall have the right, at every Active MembeDirector's meeting, to one vote.


Clause 3.7.2 Proxies. An DirectorActive Member may vote, either in person or by proxy executed in writing by the DirectorActive Member, or a duly authorized attorney­in­fact. No Proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein.


Clause 3.7.3 Quorum. At any meeting of the DirectorsActive Members, fifty percent (50%) of the votes of the Board of DirectorsActive Membership outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum.


Clause 3.7.4 Intentionally Omitted.Voting Lists. The Secretary of the Corporation shall make, at least five days before each election of New Directors, a complete list of the Active Members entitled by the By­Laws to vote at such election, arranged in alphabetical order, with the address, which list shall be on file as the principal office of the Corporation and subject to inspection by any Active Member during the holding of such election.


Clause 3.7.5 Taking Action by Consent. Any action which may be taken at a meeting of the Board of DirectorsActive Members, may be taken without a meeting if, prior to such action, a consent in writing, setting forth the action taken, shall be signed by a majority of the Board of DirectorsActive Members entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the Board of Directors Active Members.


Clause 3.7.6 Order of Business. The order of business at annual meetings, and so far as practicable at all other meetings, of Board of DirectorsActive Members, shall be:


Item 3.7.6.1. Proof of due notice of meeting.


Item 3.7.6.2  Call of roll.


Item 3.7.6.3  Reading and disposal of any unapproved minutes.


Item 3.7.6.4  Annual reports of Officers and Committees.


Item 3.7.6.5  Unfinished business.


Item 3.7.6.6  New business.


Item 3.7.6.7  Election of Directors.


Item 3.7.6.8  Election of Officers.


Item 3.7.6.9  Adjournment.


ARTICLE IV The Board of Directors.


Section 4.1 Election and Qualification. At each annual meeting of the Board of DirectorsActive Members, new Directors shall be elected by the Current Board of Directors Active Members entitled by the By­Laws to elect Directors, for a term of two (2) years; and they shall hold office until their respective successors are chosen and qualified. Unless changed by appropriate amendment of this Section, the business of the Corporation shall be managed by a Board of no less than three (3) Directors and no more than twenty-two (22)fifteen (15) Directors. A change in the number of Directors as provided for by the Code of By­Laws shall become effective on the date of the first annual meeting for the election of Directors that is held after the date on which the provision of the Code of By­Laws making such change is adopted. Any vacancy occurring in the Board of Directorsof By­Laws shall be filled by vote of the Current DirectorsActive Members at their next annual meeting, or at any special meeting called for such purpose.  


The Board of Directors shall be divided into two (2) classes consisting of equal numbers or as nearly equal as mathematically possible. For the term immediately following the effective date of these Amended and Restated By­Laws, seven (127) Directors from the current Board of Directors shall be selected by the Board of Directors to serve an additional one­ year term (or, if less than seven (7) current Directors wish to serve an additional one (1) year term, then as many Directors as may wish to continue to serve as Directors). An additional teneight (108) Directors shall be elected at the annual meeting of the Board of DirectorsActive Members to serve a two (2) year term as contemplated above (or, if less than seven (7) current Directors wish to serve an additional one (1) year term, then as many Directors shall be elected as is necessary to have a total of twenty-twofifteen (2215) Directors). Thereafter, all Directors shall serve a two (2) year term. The Board of Directors is hereby granted the ability to effectuate the purposes of this paragraph in its reasonable discretion.


Section 4.2 Vacancies. Any vacancy occurring in the Board of Directors caused by resignation, death or other incapacity may be filled by a majority vote of the remaining members of the Board of Directors, until the next annual meeting of the Active Members. If the vote of the remaining members of the Board shall result in a tie, such vacancy may be filled by vote of the President of the Corporation, and if no President, then the Vice­President of the Corporation.


Section 4.3 Annual Meeting. The Board of Directors shall meet each year immediately after the annual meeting of the Active Members, at the place where such meeting of the DirectorsActive Members has been held (either within or without the State of Indiana), for the purpose of organization and consideration of any other business that may be properlyproperly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.


Section 4.4  Regular Meetings. The Board of Directors shall hold  a minimum of 10 regular monthly meetings. The regular monthly meetings shall be held at the same location in downtown Indianapolis each month. The President may elect to hold the meeting by telephone conference, however notice of the change shall be given at least two days prior to the meeting.  Attendance, in person or by phone if offered, is required for all Directors and they shall miss no more than two meetings per fiscal year.


Section 4.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, and shall be called on the written request of any two (2) Directors when the Board of Directors consists of three (3) Directors and upon the written request of a majority of the Directors when the Board of Directors consists of more than three (3) Directors. Notice of such a special meeting shall be sent by the Secretary or an Assistant Secretary to each Director at his residence or usual place of business by letter, electronic mail, or telegram, at such time that, in regular course, such notice would reach such place not later than during the second day immediately preceding the day for such meeting; or may be delivered by the Secretary or an Assistant Secretary to a Director personally at any time during such second preceding day. In lieu of such notice, a Director may sign a written waiver of notice either before the time of the meeting, at the time of the meeting, or after the time of the meeting.


Any meeting of the Board of Directors for which notice is required shall be a legal meeting, without notice thereof having been given, if all the Directors, who have not waived notice thereof in writing, shall be present in person.


Section 4.6 Place of Meetings. The Directors may hold their meetings, have one or more offices, and keep the books of the Corporation (except as may be provided by law), within and without the State of Indiana, at any office or offices of the Corporation, or at any other place, as they may from time to time by resolution determine.


Section 4.7 Quorum. A majority of the actual number of Directors elected and qualified, from time to time, shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, and the act of a majority of the Directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by the Act, by the Articles of Incorporation or by the Code of By­Laws. A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken, unless (a) his dissent shall be affirmatively stated by him at and before the adjournment of such meeting (in which event the act of such dissent shall be entered by the secretary of the meeting in the minutes of the meeting), or (b) he shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right of dissent provided for by either Clause (a) or Clause (b) of the immediately preceding sentence shall not be available, in respect of any matter acted upon at any meeting, to a Director who voted at the meeting in favor of such matter and did not change his vote prior to the time that the result of the vote on such matter was announced by the chairman of such meeting.


Section 4.8 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board or such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.


Section 4.9 Removal


Clause 4.9.1 Any Director may be removed, either for or without cause, at any special meeting of DirectorsMembers called for that purpose  by the affirmative vote of a majority of the DirectorsActive Members present in person or by proxy and entitled to vote for the election of such Director, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting. If the notice calling such meeting shall so provide, the vacancy caused by such removal may be filled at such meeting by vote of a majority of the DirectorsMembers present and entitled to vote for the election of Directors.


Clause 4.9.2 Any Director may be removed, either for or without cause, by a vote of two-thirds of the remaining Board of Directors.


Section 4.10 Powers of Directors. The Board of Directors shall exercise all the powers of the Corporation, subject to the restrictions imposed by law, by the Articles of Incorporation or by this Code of By­Laws.


ARTICLE V The Officers.


Section 5.1 Number. The Officers of the Corporation shall consist of the President, one or more Vice Presidents, a Treasurer, a Secretary, the most recent past president and such other subordinate officers as may be prescribed by this Code of By­Laws, or as may be chosen by the Board of Directors at such time and in such manner and for such terms as the Board of Directors may prescribe. Any two or more offices may be held by the same person.


Section 5.2 Election, Term of Office and Qualification. The Officers shall be chosen annually by the Board of Directors. Each Officer shall hold office until his successor is chosen and qualified, or until his death, or until he shall have resigned, or shall have been removed in the manner hereinafter provided. The Office of President for the following year shall be filled by the Board of Directors prior to the annual meeting of the DirectorsActive Members. The President shall be elected from among the Directors then in office who has one (1) year of his or her term as a Director remaining. If no such Director wishes to serve, the election of the President shall be carried over to the first meeting of the Board of Directors following the annual meeting of the Active Members and the new Board of Directors shall elect a President who has served as a Director previously. If no such Director wishes to serve, the office of President shall be elected as the rest of the Officers from the then current Board of Directors.


Section 5.3 Removal. Any Officer may be removed, either with or without cause, at any time, by the vote of two-thirds a majority of the remaining Directorsactual number of Active Members, from time to time, at a special meeting called for the purpose.


Section 5.4 Resignations. Any Officer may resign at any time by giving written notice to the Board of Directors, or to the President or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.


Section 5.5 Vacancies. Any vacancy in any office because of death, resignation, removal, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in this Code of By­Laws for election or appointment to such office.


Section 5.6 The President. The President shall have executive management responsibilities of the operations of the Corporation, subject, however, to the control of the Board of Directors. He or she shall, in general, perform all duties incident to the office of President, and such other duties as, from time to time, may be assigned to him or her by the Board of Directors. The President's duties shall include serving as Chairman of meetings of the Board of Directors.


Section 5.7. The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him or her. At the request of the President, any Vice President may, in the case of the absence or inability tact of the President, temporarily act in his/her place. In the case of the death of the President, or in the case of his absence or inability to act without having designated a Vice President to act temporarily in his/her place, the Vice President so to perform the duties of the President shall be designated by the Board of Directors.


Section 5.8 Assistant Vice Presidents. Each Assistant Vice President (if one or more Assistant Vice Presidents be elected or appointed) shall perform such duties as are from time to time delegated to him or her by the President, a Vice President, or the Board of Directors. At the request of one of the Vice Presidents, or in his/her absence or inability to act, the Assistant Vice President designated by a Vice President shall perform the duties of such Vice President, and when so acting shall have all the powers and be subject to all the restrictions of a Vice President.


Section 5.9 The Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the Active Members and of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of this Code of By­Laws and as required by law; shall be custodian of the records of the Corporation and see that the execution of all documents on behalf of the Corporation is duly authorized in accordance with the provisions of this Code of By­Laws; shall be responsible for authenticating records of the Corporation's; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him or her by the Board of Directors or by the President.


Section 5.10 The Assistant Secretaries. Each Assistant Secretary (if one or more Assistant Secretaries be elected or appointed) shall assist the Secretary in his/her duties, and shall perform such other duties as the Board of Directors may from time to time prescribe or the President may from time to time delegate to him or her. At the request of the Secretary, any Assistant Secretary may, in the case of the absence or inability to act of the Secretary, temporarily act in his/her place. In the case of the death of the Secretary, or in the case of his/her absence or inability to act without having designated an Assistant Secretary to act temporarily in his/her place, the Assistant Secretary so to perform the duties of the Secretary shall be designated by the President or any Vice President.


Section 5.11 The Treasurer. The Treasurer shall be the financial officer of the Corporation; shall have charge and custody of, and be responsible for, all funds of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; and, in general, shall perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned to him or her by the Board of Directors or the President.


The Treasurer shall render to the President and the Board of Directors, whenever the same shall be required, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation. He/she shall, if required so to do by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.


Section 5.12 The Assistant Treasurers. Each Assistant Treasurer (if one or more Assistant Treasurers be elected or appointed) shall assist the Treasurer in his/her duties, and shall perform such other duties as the Board of Directors may from time to time prescribe or the President may from time to time delegate to him/her. At the request of the Treasurer, any Assistant Treasurer may, in the case of the absence or inability to act of the Treasurer, temporarily act in his/her place. In the case of the death of the Treasurer, or in the case of his/her absence or inability to act without having designated an Assistant Treasurer to act temporarily in his/her place, the Assistant Treasurer so to perform the duties of the Treasurer shall be designated by the President or any Vice President. Each Assistant Treasurer shall, if required to do so by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession of under his/her control belonging to the Corporation.


ARTICLE VI Committees


Section 6.1. Committees. The Board of Directors may create such committees as it deems appropriate and assign to them specific duties and powers and determine the date of their termination. The chairperson of each committee must be a current member of the Board of Directors and shall be elected by the Board of Directors at the same time as the Officers.


Section 6.2. Chairperson. The chairperson of each committee shall be responsible for organizing his or her respective committee. The chairperson for each committee shall be responsible for holding meetings of his or her committee as needed. The chairperson of the committee is responsible for reporting on the membership and activity of his or her committee at each in person meeting of the Board of Directors.


Section 6.3. Term of Office. Each member of a committee shall continue to serve as such until the next annual meeting of the Board of Directors of the Corporation or until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such individual shall be removed from such committee, or unless such individual shall cease to qualify as a member thereof.


Section 6.4. Rules. Each committee may adopt rules for its own governance not inconsistent with these By­Laws or with rules adopted by the Board of Directors.


Section 6.5. Limitation of Authority. No committee shall have the authority of the Board of Directors in reference to: amending, altering or repealing the By­Laws; electing, appointing or removing any member of any such committee or any director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it, him or her by law.


Section 6.6. Executive Committee. The President, Vice President, Treasurer, Secretary and one Director appointed by the President shall be members of the Executive Committee. The President shall be the chairperson of the Executive Committee. The Executive Committee shall be responsible for maintaining contact with the chairperson of each other committee and monitoring each committee’s work.


ARTICLE VII Indemnification


Section 7.1 Indemnification of Directors, Officers, Agents, Employees and Others.


  1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement reasonably incurred by him/her in connection with such action, suit or proceeding or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director, employee or agent is liable for negligence or misconduct in the performance of his/her duties to the Corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person was liable for negligence or misconduct in the performance of his/her duties to the Corporation. 


  1. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) of this Section or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) reasonably incurred by him/her in connection therewith. 


  1. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this Section. 


  1. The indemnification provided by this Section (i) shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Article or Section of these By­Laws, resolution, authorization or agreement adopted, after notice, by a majority of all the voting shares then issued and outstanding, and (ii) shall continue as to a person who has ceased to be a director, officer, employee or agent and shall insure to the benefit of the heirs, executors and administrators of such a person. 


  1. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employer or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Section. 


ARTICLE VIII Special Corporate Acts, Negotiable Instruments, Deeds, Contracts and Stock.


Section 8.1 Execution of Checks, Drafts and Orders for the Payment of Money. Unless otherwise directed by the Board of Directors or unless required by law, all checks, drafts, bills of exchange and orders for the payment of money of the Corporation (for the purposes hereof, each a "check") shall be signed by (i) any of the President, any Vice President or the Treasurer of the Corporation if the check is for Two Thousand, Five Hundred Dollars ($2,500.00) or less; and (ii) any two (2) of the President, any Vice­President, Treasurer or the Secretary of the Corporation if the check is for more than Two Thousand, Five Hundred Dollars ($2,500.00). The Board of Directors may designate such other Officers and/or employees of the Corporation other than those Officers named above or different combinations of such Officers and employees of the Corporation who may, in the name of the Corporation, execute in its behalf, checks, drafts and orders for payment of money. Notwithstanding the foregoing, the execution of any check must be authorized by a majority of the Board of Directors. Such authorization may be given via electronic mail.


Section 8.2 Execution of Deeds, Contracts, Notes, Mortgages, Guaranties, etc. Unless otherwise directed by the Board of Directors or unless otherwise required by law, all deeds, mortgages, notes, and guaranties made by the Corporation, and all other written contracts and agreements to which the Corporation shall be a party, shall be executed in the name of the Corporation by any two Officers, except that if the Treasurer, Assistant Treasurer, if any, Secretary, or Assistant Secretary, if any, executes the instrument, then the President, or any one of the Vice Presidents must also execute the instrument. Only if required by applicable law shall the Secretary or an Assistant Secretary attest the signatures of the parties executing the instrument on behalf of the Corporation


ARTICLE IX Amendments


Section 9.1 In General. Unless otherwise required by law, the power to make, alter, amend or repeal this Code of By­Laws is vested in the Board of Directors, but the affirmative vote of a Majority of the actual number of Directors elected and qualified, from time to time, shall be necessary to effect any alteration, amendment or repeal of this Code of By­Laws, provided five (5) days notice in advance will have been given to all Active Members of the intention to amend, together with a written or electronic copy of the substance of the proposed amendments, before they become effective.