Appendix A



Accreditation is a peer evaluation process utilized in educational settings to determine the degree to which an institution or a program is meeting its pre-established mission, goals, and objectives and is complying with educational and operational standards of its respective accrediting body(ies). If institutions are not achieving and complying with these goals and standards, a secondary but equally important purpose of accreditation is to provide them with expert guidance on how to improve and to monitor their efforts. It is not the purpose of accreditation to stifle educational innovation and practice, to prevent diversity in educational curricula and delivery systems, or to enforce regulatory procedures imposed on institutions by other agencies. It is the responsibility of an accrediting body, however, to follow and to enforce its own pre-established criteria and procedures and, ultimately, within parameters of procedural consistency and fairness, to remove accredited status from those institutions and programs that cannot or do not comply with them.

Career education refers to that type of education and training provided by postsecondary institutions and entities which concentrate on the transfer of knowledge and the development of competencies necessary for a person to function as a productive employee in business, industry, government, or self-employed occupations. Curriculums for this type of education and training are concentrated and feature workplace internships and other practical experience. The curriculums may or may not include general education as that term is normally defined; and the programs, with or without general education, may provide for the awarding of a degree, certificate, or diploma upon completion.


ARTICLE I General Provisions and Definitions

Section 1−Name. The name of the corporation shall be the Middle East - Mediterranean - Asia Accreditation Council, which corporation also is referred to herein as "MEMAAC" or "the Corporation".

Section 2−Board of Directors. The governance and administration of the affairs of the Corporation shall be vested in a Board of Directors (sometimes referred to herein as the "Board"). The Board shall be constituted as provided in Article II.

Section 3−Council. The Council shall consist of elected and appointed commissioners.

Section 4−Recognition. MEMAAC shall be the body holding recognition from UNESCO as soon as legally possible and any other appropriate recognition bodies throughout the Middle East, Mediterranean regions and Asia when and where applicable, if possible.

Section 5−Directors. Directors are those persons serving on the Board of Directors.

Section 6−Commissioners. Commissioners are those persons elected by their peers or appointed by the Council to serve designated terms on the Council.

Section 7−Public Representatives. Representatives of the public are persons who are interested in career education; have knowledge or experience useful to the accreditation process; are willing to contribute opinion, advice, and expertise to the endeavors of MEMAAC and are not (1) employed by an institution or program that either is accredited by the agency or has applied for accreditation or (2) associated as members of the governing board, owners, shareholders, consultants or in some other similar capacity with an institution or program that either is accredited by the agency or has applied for accreditation; or (3) a member of any related, associated, or affiliated trade association or membership organization; or (4) a spouse, parent, child or sibling of an individual identified in paragraph (1), (2) or (3) of this definition.

Section 8−Membership. Membership shall be institutional, organizational, or professional in nature and shall consist of accredited colleges, language schools and centers, vocational schools, art schools, additional locations, online institutions, and other entities, all as defined in the Accreditation Criteria of MEMAAC.

Section 9−Offices. The main offices of MEMAAC shall be in Cairo, Egypt and Baku, Azerbaijan. MEMAAC may have other temporary or permanent offices to facilitate its work. The office of the Corporation’s registered agent shall be in Wilmington, Delaware, USA.

Section 10−Executive Director. The Executive Director of the Middle East - Mediterranean - Asia Accreditation Council shall be designated by the Board of Directors and shall be MEMAAC’s chief executive officer. 

ARTICLE II Board of Directors

Section 1-Composition.  The Board of Directors shall be composed of the commissioners and the Executive Director. The Executive Director shall serve as President of the Board and shall have equal voting rights.

Section 2-Powers and Duties. Except as otherwise provided by law or in these Bylaws, the Board of Directors shall have the right and responsibility to manage and direct the affairs and exercise the powers of the Corporation. Responsibilities of the Board shall be to:

  1. provide for an annual certified audit and management letter regarding all financial affairs of MEMAAC;
  2. develop and approve an annual budget;
  3. oversee revenues, expenditures, and investments;
  4. monitor and coordinate external affairs, including government and consumer concerns;
  5. assure canons of ethical business operations and personal conduct;
  6. employ a chief executive officer whose title shall be Executive Director;
  7. conduct an annual meeting of the membership of MEMAAC;
  8. facilitate communication and coordination among the commissioners;
  9. coordinate strategic planning, assess the effectiveness of the strategic plan, and take final action on the strategic plan;
  10. assess the effectiveness of MEMAAC in fulfilling its mission and meeting its goals and objectives;
  11. take all actions necessary to perform required functions of the Corporation; and
  12. amend the Bylaws as provided for herein

Section 3-Officers of the Board and officers of the Council. The officers of the Board of Directors shall be: Executive Director (who acts as Chair), Chair-elect, Secretary, and Treasurer. The officers of the Council shall be the Executive Director and Chair-elect.

(a)     Chair. The Chair of the Council shall be the Executive Director of MEMAAC and serve also as the Chair of the Board of Directors. The Chair shall preside over all meetings of the Board and of the Council and is responsible for seeing that policies established and actions taken by those bodies are carried out. The Chair will represent the Board and the Council in their dealings with governmental bodies, the press, and the public, and may sign or approve correspondence and other instruments.

(b)     Chair-elect. The Chair-elect of the Council shall serve also as Chair-elect of the Board. The Chair-elect assumes responsibilities as delegated by the Board; in the absence of the Chair, shall serve as Chair of the Board and of the Council; and serves as Chair of the Nominating Committee.

(c)     Secretary. The Secretary is responsible for preparing and maintaining custody of the minutes of all meetings of members, the Board, and the Council for the purpose of authenticating the records of the Corporation for each, for giving all notices required in accordance with these Bylaws, for receiving service in legal matters, and for performing all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal and authority to affix the seal to any instrument requiring it.

(d)     Treasurer. The Treasurer shall be a Director and shall be elected by majority vote of the Directors present and voting at a duly constituted meeting of the Board. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements and shall direct the Executive Director to ensure deposit of all moneys and other valuable property of the Corporation in such banks or depositories as the Board may designate. The funds, books, and vouchers under supervision of the Treasurer or other delegated persons, with the exception of confidential reports submitted by the members, shall at all times be subject to verification and inspection by the Board. The Treasurer shall serve on the Audit and Investment Committees of the Board of Directors. The Treasurer shall, at the annual meeting of members or by direct mail, report on the financial condition of the Corporation at least once annually.

(e)     Additional Officers. The Board may create positions of Assistant Treasurer and Assistant Secretary as necessary for the orderly conduct of business. When so authorized, the Executive Director shall appoint individuals from the professional staff to fill such offices and may assign appropriate duties to them. The Executive Director shall be responsible for filling all vacancies occurring in these positions.

(f)      Terms. Except as otherwise provided in these Bylaws, officers of the Board or the Council shall serve in office for one (1) year or until election of a successor.



Section 1-Composition. The Council shall consist of the elected and appointed commissioners generally representing both non degree and degree-granting institutions. It shall comprise at least five (5) commissioners initially but is expected to grow as the number of accredited institutions grows; at which time the composition of the board shall be re-evaluated.

Section 2-Powers and Duties. Responsibilities of the Council shall be to:

  1. promulgate standards of accreditation and establish eligibility conditions, policies, and procedures for accreditation;
  2. take final action on initial grants of accreditation;
  3. take final action on denial, suspension, and withdrawal motions;
  4. provide mechanisms for appeals and dispute resolution to ensure due process in resolution of conflicts between members and the Council;
  5. provide to members appropriate accreditation-related services such as consultation, accreditation process workshops, and training opportunities for evaluators;
  6. disseminate information on standards, procedures, and activities;
  7. monitor compliance with the standards;
  8. receive and act on other applications;
  9. issue show-cause directives and place institutions on probation;
  10. serve as liaison to recognition agencies or bodies;
  11. issue a list of accredited colleges, schools, and organizations;
  12. assess and collect fees from members;
  13. take final action on the strategic plan; and
  14. exercise other powers and duties incidental to the foregoing

ARTICLE IV Elections, Terms, Vacancies, Removal, Resignations, and Compensation


Section 1-Elections. Elections shall be held annually, in years when elected positions must be filled, for the selection of persons each of whom shall serve as elected commissioners on the Council and the Board. No person shall serve as a member of the Council and not of the Board.

Section 2-Eligibility. Any person employed by a member in good standing and meeting other eligibility criteria is eligible to run for Council and Board membership provided that person has been registered pursuant to these Bylaws with the Board of Directors by the ownership of a member institution. That person must be identified as the “Designated Delegate” of that member. Each main and additional location is entitled to one Designated Delegate. Such designation also authorizes that person to be the voting representative of the member on all MEMAAC matters requiring a vote of the members. Changes of Designated Delegate shall be made in writing fifteen (15) days prior to the date of any scheduled election which becomes the record date for determining eligibility to vote. Results of elections shall be certified by the Executive Committee.

Section 3-Voting Procedures. Specific election procedures concerning candidate qualifications, deadlines for registration, dates and methods of balloting and absentee balloting shall be developed by the Board and may vary from election to election. Electronic voting, properly secured, shall be allowed. The following general procedures shall apply to all voting:

  1. there shall be at least two candidates nominated for each elective position by the Nominating Committee;
  2. nominations by petition for each elective position will be permitted if such petition (i) is received at least 45 days prior to the date of the election, (ii) contains the names and signatures of Designated Delegates representing at least ten percent of the institutions that are members of MEMAAC, (iii) demonstrates that the petitioner satisfies the eligibility requirements contained in Section 2 of this Article, and (iv) meets any other procedural requirements which may be established by the Board;
  3. every member, if properly registered and current with financial obligations, shall have the opportunity to vote;
  4. proxy voting is not permitted in elections;
  5. no more than two persons from any institution or group of institutions commonly owned, may serve at any one time on the Council;
  6. voting on behalf of multiple members by one Designated Delegate may be permitted on membership-wide matters; provided that a corporation may authorize a Designated Delegate to cast votes for up to ten (10) members under common ownership and control, the multiple members represented by one Designated Delegate must be recorded with the Secretary prior to the vote, and the multiple members represented by a single Designated Delegate shall count toward a quorum;
  7. only the Designated Delegate of each member is eligible to vote;
  8. voting shall be by secret ballot, which includes secure electronic balloting;
  9. a majority vote, unless otherwise provided by these Bylaws, shall decide all non-candidate matters; and
  10. a plurality vote shall decide all candidate elections.

Section 4-Assumption of Office. New commissioners shall assume office on January 1 of the calendar year following election or appointment, unless otherwise provided for by the Council. Incumbent commissioners will remain in office until new commissioners are seated.

Section 5-Terms. Term of service as a commissioner shall be five years, except that a person elected or appointed to fill a term of less than two and one-half years is entitled to submit for nomination and election or appointment to a full term. Upon completion of a commissioner’s term, the commissioner shall not be eligible to serve another term through election or appointment until three (3) years have elapsed.

Section 6-Vacancies. Where a vacancy exists, the Nominating Committee shall review and make recommendations to the Council for its consideration.

Section 7-Resignations. Resignation from service as a commissioner and Director may be voluntarily tendered at any time. The resignation becomes effective upon receipt of written notice by the Chair of the Board and Council or the Executive Director. Automatic tendering of resignation is required under the following circumstances or conditions:

  1. denial, suspension, or revocation of accreditation at the institution with which affiliated;
  2. cessation or announced cessation of operations at such institution;
  3. filing for reorganization or bankruptcy by such institution or its parent corporation;
  4. debarment by a government agency from employment at any institution participating in governmental student funding programs;
  5. indictment for a criminal offense;
  6. change of control or ownership at the institution with which affiliated;
  7. failure of such institution to meet its financial obligations to MEMAAC which results in loss of membership;
  8. change in employment status (other than internal); and
  9. change in Designated Delegate status.

Not all of the foregoing necessarily will result in acceptance of resignation but must be considered by the Council before service can continue.

Section 8-Removal. A commissioner may also be removed by not less than a two-thirds (2/3) vote of the Council for breach of any code, canons, or tenets of ethics formally adopted pursuant to these Bylaws.

Section 9-Compensation. Commissioners shall serve without compensation. Commissioners shall serve without compensation. Public representatives shall receive honoraria for service in such amounts as the Board shall fix. Commissioners, as well as members of committees, if so provided in advance, shall be reimbursed for expenses incurred in performance of authorized duties.


ARTICLE V Committees

Section 1-Standing Committees of the Council. There shall be the following standing committees of the Council:

(a)    Nominating Committee. The Nominating Committee shall be responsible for the screening of nominees and the selection of candidates for election as commissioners. It also shall identify persons qualified to be appointed as commissioners and recommend them to the Council for appointment. The Nominating Committee shall seek to maintain a Council that is generally representative of the types of member institutions.

1.       Composition. The Nominating Committee shall be appointed by the Chair of the Council and shall consist of five (3) members. Members representing both nondegree and degree granting institutions are encouraged. 

2.       Procedures. The membership of MEMAAC shall be notified of the composition of the committee and invited to submit to it names of qualified nominees. The committee in its selection of candidates shall be mindful of diversity of programs, size and types of institutions, and geographic representation. It shall develop and publish eligibility criteria, permissible campaign practices by candidates, and any special voting procedures. Interviews of nominees by the committee are permitted.

(b)   Business Practices Committee. The Business Practices Committee shall consist of commissioners appointed by the Chair of the Council and Board. The mission of the committee is to identify and promote quality business practices of career colleges and institutions, to ensure integrity and ethical relations, and to foster cooperation among institutions on behalf of students and others served.

(c)    Education Enhancement and Evaluation Committee. The Education Enhancement and Evaluation Committee shall consist of commissioners appointed by the Chair of the Council and Board. The mission of the committee is to establish standards for educational quality that assist institutions in mission fulfillment, program planning and development, institutional evaluation activities, and successful educational outcomes.

(d)   Financial Review Committee. The Financial Review Committee shall consist of commissioners appointed by the Chair of the Council and Board. The mission of the committee is to monitor the financial stability of accredited institutions in order to ensure they maintain sufficient financial resources to deliver a quality education to their students.

(e)   Institutional Effectiveness Committee. The Institutional Effectiveness Committee shall consist of commissioners appointed by the Chair of the Council and Board. The mission of the committee is to assist institutions in the improvement of their outcomes by establishing and assessing criteria for institutional effectiveness. In order to assist MEMAC-accredited institutions to meet established standards, the committee shall review Campus Accountability Reports, Institutional Effectiveness Plans, and institutional outcomes and measurements.

Section 2-Standing Committees of the Board of Directors. There shall be the following standing committees of the Board:  

(a)    Executive Committee. The Executive Committee shall consist of the Chair of the Board of Directors, who shall serve as Chair of the Executive Committee; the Chair-elect of the Board, who shall serve as Chair of the Executive Committee in the absence of the Chair of the Board; the Secretary; the Treasurer; and two additional Directors elected annually by majority vote of the Board. The Executive Committee acts on behalf of the Board during the periods between Board meetings. Accurate minutes of each Executive Committee meeting shall be maintained and shall be provided to the Board of Directors at the next subsequent meeting of the Board of Directors. The Executive Committee’s responsibilities shall be: between meetings of the Board, act on issues requiring the timely attention of the Board of Directors; in consultation with the Board of Directors, and assume such other duties as the Board of Directors may from time to time delegate to the Executive Committee.

(b)   Audit Committee. The Audit Committee shall consist of a minimum of three members of the Board, including the Treasurer, as well as such other members as the Chair appoints. The committee shall work with the Executive Director to ensure an annual certified audit of the organization’s financial activities is completed, that the findings of the audit are reviewed, and that actions are taken to address recommendations and areas of concern identified as part of the audit process.

(c)    Investment Committee. The Investment Committee shall consist of the Executive Director, a minimum of three other members of the Board, including the Treasurer, and such other members as the Chair appoints. The Investment Committee shall work with the Executive Director to provide oversight of MEMAAC’s investment funds. The Investment Committee shall select investment advisors, develop an investment plan, and review investment reports at least annually.

(d)   Governance Committee. The Governance Committee shall consist of commissioners appointed by the Chair of the Council and Board. The mission of the committee is to ensure that MEMAAC operates within the construct of the Bylaws. The committee will evaluate and make recommendations for modifications to the Bylaws in response to proposed changes in standards or operational policies at MEMAAC.

Section 3-Other Committees. The Board of Directors may establish and appoint members to other ad hoc committees as deemed necessary.

ARTICLE VI Membership, Fees, Meetings

Section 1-Gaining Membership. Membership in MEMAAC is voluntary and can only be obtained through accreditation or professional affiliation. Members shall be institutions, organizations, or individuals which provide education or training as heretofore defined. Each main or additional location is entitled to all of the rights and privileges and assumes all of the obligations of membership as provided in these Bylaws. The term of membership shall be coexistent with accreditation or professional affiliation.

Section 2-Loss of Membership. Any member that ceases to be accredited by MEMAAC or ceases to exercise professional affiliation with MEMAAC shall automatically, and without the necessity for further action, be deemed to be removed from membership. Members may voluntarily resign, which also results in loss of accreditation. All obligations owed to MEMAAC, including payment of fees, shall be fulfilled prior to resignation. The loss of accreditation shall be retroactive to the date that all outstanding obligations had previously been fulfilled.

Section 3-Types of Fees. There shall be three types of fees: (a) annual sustaining fees, (b) user (or service) fees, and (c) late fees. The annual sustaining fee shall be scaled by formula to the annual educational revenue generated by each member. The user fees shall relate to the cost of services requested or the actions initiated by the members or applicants for membership. The late fees shall be established by the Council.

Section 4-Change in Fees. The Council may adjust the fees annually. Any increase shall be presented to the membership for approval.

Section 5-Conditions of Payment. Sustaining fees are due and payable on November 30. The Council may authorize a discount for sustaining fees received by October 31 each year. Nonpayment of annual fees by November 30 subjects a member to automatic loss of membership and loss of accreditation without a hearing. Any request for extension of time to pay or for a periodic payment plan must be received and approved prior to October 31. Payment plans will not extend beyond December 31. User fees must accompany the request for applicable service before the request will be processed.

Section 6-Proration of Fees. A member becoming eligible for membership during the first month of the fiscal year shall pay the full amount of the annual sustaining fees as applicable. Members becoming eligible during succeeding months shall pay a proportionate amount of the otherwise applicable fee as determined by the number of months remaining in the fiscal year, including the month in which membership is attained.

Section 7-Other Costs. In addition to fees herein described, costs of visits conducted by the Council will be invoiced to the institution, minus any deposits already paid.

Section 8-Assessments. The Council, upon a majority vote, may propose an assessment in addition to the annual sustaining fees provided for in this Article where there has occurred or is impending an emergency which may impair the ability of the Council to achieve its purposes and the amount of annual dues is insufficient to meet the Council’s requirements. The proposed assessment shall be submitted to the members for approval or disapproval on majority vote.

Section 9-Annual Meeting. A meeting of the members shall be held annually at a date and place to be determined by the Board of Directors. The purpose of such meeting shall be the receipt of reports on the budget and finances of MEMAAC and its activities and affairs, and the transaction of other business as may be specified by the Board in the call for and notice of the meeting. The meeting may combine these business purposes with informational and educational sessions; meetings of the Board, the Council, commissions, or committees; and special events for the members.

Section 10-Special Meetings. Special meetings of the members may be called by the Board of Directors upon request of a majority of the Board or upon petition to the Board by not fewer than ten percent (10%) of the membership not under common ownership or control.

Section 11-Notice of Meetings. Normally, members shall be notified at least thirty (30) days in advance of the date, location, time, and purpose of all meetings of the members. Waiver of notice may be recorded at any special meeting of the members by majority vote of a quorum present at such meeting.

Section 12-Quorum. Thirty percent (30%) of the members eligible to vote and represented by Designated Delegates shall constitute a quorum at a meeting of the members for the transaction of business, except that any issue not properly noticed in the call for the meeting and that requires membership-wide participation may not be acted upon under new business. The Board of Directors may adopt such procedures as it deems necessary for the conduct of business. In the absence of an established procedure, Robert’s Rules of Order shall apply.

Section 13-Meetings of the Council. The Council shall convene as often as necessary to review materials attendant to the accrediting process and to take formal action on the accredited status of applicants.

ARTICLE VII Appeals Process

Section 1-Review Board for Appeals. A Review Board for Appeals shall be appointed by the Council. The purpose of the Review Board shall be to review, according to pre-established procedures and guidelines, appeals by members, of final negative actions by the Council and in each case either to affirm the action of the Council or to remand the case to the Council for further review, or to amend or overturn the action. The Review Board shall consist of fifteen (15) persons, all of whom have had experience in accreditation. These members shall include at least two academic representatives and at least two administrative representatives, as those terms are defined in Article III, Section 1 herein. At least three of the Review Board members will be public members, and at least one public member and one academic representative member will serve on each Review Board panel. Members of the Review Board shall be appointed to terms of three years, with terms of initial appointees staggered so that one-third of the terms expire each year. The Executive Director shall convene timely a panel of the Review Board when necessary.

Section 2-Due Process. Criteria promulgated by the Council shall ensure that institutions are provided a fair and reasonable opportunity to present reasons why denial, suspension, withdrawal, or other final actions taken by the Council are inappropriate and should be remanded for further consideration. The due process provided is not required to be a full hearing on the record or before the full Council. However, all appeals to the Review Board for Appeals shall be on the record and shall provide for the submission of briefs and oral testimony by institutional representatives.

ARTICLE VIII Miscellaneous

Section 1-Liability. No applicant, member, or former member shall be liable for the debts of MEMAC in any amount except to the extent of the fees required of each member pursuant to Article VII, Sections 3 and 8, hereof.

Section 2-Corporate Seal. The corporate seal shall be in such form as may be approved by the Board of Directors.

Section 3-Checks, Notes, Contracts. The Board of Directors shall determine the persons who will be authorized on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments. These persons (positions) will be designated in the Board approved Governance Policy Document. The Board of Directors shall, at its discretion, require officers, agents, employees, and other persons so authorized pursuant to this Section to give security for the faithful performance of their duties.

Section 4-Books and Records. The Corporation shall keep at its office correct and complete books and records of the accounts and transactions of the Corporation and a current list of the members, directors, and officers of the Corporation. Such books and records may be in written form or in any other form capable of ready conversion to written form.

Section 5-Confidentiality. The Council shall maintain the confidentiality of the accrediting process with members insofar as permitted by accrediting criteria, law, and regulation. The Council shall have written policies on disclosure of information to third parties.

Section 6-Indemnification and Insurance. The Corporation shall indemnify and hold harmless each director, officer, commissioner, member of an appeals board, member of a visiting team, agent, employee, or other person acting on behalf of the Corporation or the Council against and from all loss, cost, and expense reasonably incurred by such person in the payment, defense, or settlement of any claim, suit, or proceeding brought against such person because they acted as part of or on behalf of MEMAAC, the Council, or the Review Board, as a director, officer, commissioner, member of an appeals board, member of a visiting team, agent, or employee. The rights specified in this Section shall apply whether or not persons continue to act in such capacity at the time the loss, cost, or expense is incurred. Such rights shall not apply in relation to any matters as to which any such person shall be finally adjudged to be liable for willful misconduct. The Board of Directors also may authorize the purchase and maintenance of insurance on behalf of such persons and the Corporation against any liability that arises from their actions in such capacities.

Section 7-Amendments. The Bylaws of the Corporation may be amended by the Board of Directors by majority vote of all the directors.

Section 8-Dissolution. MEMAAC shall use its funds only to accomplish the objectives and purposes set forth in these Bylaws. On dissolution of MEMAAC, any funds remaining shall be distributed according to the shares owned and controlled by the founding and/or subsequent investment members.

Section 9-Fiscal Year. The fiscal year of MEMAAC shall be November 1 through October 31.


ARTICLE IX Litigation, Jurisdiction and Venue, and Expenses

Section1-Suits Against MEMAAC, Jurisdiction, and Exhaustion of Administrative Remedies. Jurisdiction and venue of any suit, claim, or proceeding relating to membership, accreditation, or accredited status, whether a claim for damages or injunctive or declaratory relief, brought by an accredited member, former member, or applicant for membership and accredited status against MEMAAC, the Council, the Review Board, or a commissioner, officer, committee member, Review Board member, or staff member acting in his or her official capacity shall only be in Egypt or Azerbaijan. Accredited members, former members, and applicants must exhaust all administrative remedies provided for in the MEMAAC Criteria and Bylaws before initiating any suit, claim, or proceeding in Court.

Section 2-Reimbursement of MEMAAC’s Litigation Expenses. An applicant for membership, member, or former member of MEMAAC shall reimburse MEMAAC for all costs and expenses (including attorney’s fees) actually and reasonably incurred by MEMAAC in defending any suit, claim, or proceeding, whether for damages or for injunctive or declaratory relief, brought by an applicant, member, former member, or one or more present or former students of any of the foregoing against MEMAAC, the Council, the Review Board, any commissioners of the Council, or members of the Review Board, or officers, employees, or agents of MEMAAC, the Council, acting in their official capacity, where MEMAAC, the Council, the Review Board, the commissioner, officer, employee, or agent shall have been adjudged to be the prevailing party in the suit, claim, or proceeding.

Section 3-Other Expenses. Each member shall reimburse MEMAAC for all costs and expenses (including attorney’s fees) incurred by it in the production of any of the Corporation’s, or the Council’s, records relating to such member in response to lawful requests from parties in litigation or from governmental agencies.

Section 4-Binding Effect.

(a)    Each existing member and new member of MEMAAC shall be provided with a copy of these Bylaws. Acceptance or continuation of membership in MEMAAC shall constitute each member’s agreement to be bound by the provisions of these Bylaws, as they may be amended from time to time, while a member of and subsequent to the termination of membership in MEMAAC.

(b)   Each applicant for membership in MEMAAC shall be provided with a copy of these Bylaws. Application for membership in MEMAAC shall constitute such applicant’s agreement to be bound by the provisions of these Bylaws, as they may be amended from time to time, regardless of whether such applicant becomes a member of MEMAAC.