(a) A nonprofit association may adopt written rules for its regulation, management, governance and dissolution. (b) As to matters not addressed by written rules, the following rules shall apply: (1) A member of a nonprofit association shall be entitled to participate in the governance of the association. A majority of the votes cast on a matter by members present and voting at a properly called meeting shall govern as to that matter. (2) As to any matter not determined by vote, the association may take action in accordance with its settled practices. (c) A member acting on behalf of the association shall discharge his or her duties in a manner the member reasonably believes to be in the best interest of the association.
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