BYLAWS
OF
THE AMERICAN SOCIETY OF
PEDIATRIC NEPHROLOGY
ARTICLE I
Name, Offices and Registered
Agent; Books and Records
SECTION 1.
Corporate Name. The name of
the corporation, as incorporated and
existing under and by virtue of the
Ohio Nonprofit Corporation Law, as
from time to time amended
(hereinafter referred to as the
“Act”), is and shall be “The
American Society of Pediatric
Nephrology” (hereinafter referred to
as the “Society”); a 501c(6)
organization.
SECTION 2.
Principal Office. The
Society shall have and continuously
maintain a principal office at such
location in the State of Ohio or
elsewhere as the Council of the
Society (hereinafter called the
“Council”) shall determine from time
to time. The Society may have such
other offices, in the State of Ohio
or elsewhere, as the Council shall
determine from time to time.
SECTION 3.
Registered Office and Agent.
The Society shall have and
continuously maintain a registered
office and agent in the State of
Ohio in accordance with the
requirements of the Act. The
registered office may, but need not,
be identical with the principal
office of the Society.
SECTION 4.
Books and Records. The books
and records of the Society shall be
kept at its principal office or at
such other place or places as the
Council shall determine from time to
time.
ARTICLE II
Purpose and Nondiscrimination
Policies
SECTION 1.
Purpose.
The
purpose
of the Society shall be to advance
the knowledge of pediatric nephrology
and to foster the dissemination of this
knowledge through:
(1) national
scientific meetings;
(2) cooperation with other
societies concerned with pediatrics
and nephrology; and
(3) other
means approved by the members of the
Society on recommendation by the
Council.
SECTION 2. Nondiscrimination Policies. The
Society shall not adopt any
practice, policy or procedure which
would result in discrimination on
the basis of race, religion, creed,
color, national origin, sex, age,
disability, veteran or disabled
veteran status, sexual orientation
or marital status.
ARTICLE III
Membership
SECTION 1.
Designation; Qualifications and
Rights.
The Society shall have five classes
of Members, designated as (a) Active
Members, (b) Associate Members, (c)
Affiliate Members, (d) Emeritus
Members, and (e) Trainee Members.
The Council may from time to time
create other special categories of
membership and establish the
qualifications and rights thereof.
The qualifications and rights of
each class of Members shall be as
follows:
(a)
Active Members.
Active membership is open to any
individual holding the degree of MD,
DO, PhD or the equivalent, who is a
resident or citizen of the United
States or Canada, and who has
demonstrated a major and continuing
interest in pediatric nephrology by
means of one or more of the
following:
(i)
Publications of
significant merit in the field of
pediatric nephrology in
peer-reviewed journals;
(ii) Successful completion of
at least one year of research or
clinical training in pediatric
nephrology or other relevant
post-graduate education;
(iii) Extensive clinical
experience as a specialist and
consultant in kidney disease and
related conditions in children.
(b)
Associate Members.
Associate membership is open to any
individual who would otherwise
qualify for Active membership but
who is not a resident or citizen of
the United States or Canada.
(c)
Affiliate Members.
Affiliate membership is open to any
individual holding an MS, MPH, RN,
RD, MSW, PharmD, or professional
degree other than an MD, DO, PhD or
equivalent, who is a resident of the
United State or Canada, and who has
demonstrated a major and continuing
interest in pediatric nephrology by
means of one or both of the
following:
(i) Publications of
significant merit in the field of
pediatric nephrology in
peer-reviewed journals;(ii)
Extensive
clinical experience as a nurse,
dietitian, social worker, pharmacist
or other professional serving
children with kidney disease.
(d)
Emeritus Members.
Any Active Member who has reached
the age of 65 years may (but need
not) become an Emeritus member by
notifying the Secretary of the
Society. Any Active Member who has
not reached the age of 65 years and
who has become inactive in the
clinical or scholarly aspects of
pediatric nephrology may petition
the Membership Committee for
Emeritus status, and will become an
Emeritus Member upon the
recommendation of the Membership
Committee and approval by the
Council.(e)
Trainee Members.
Trainee membership is open to any
individual holding the degree of MD
or DO or an equivalent who is
enrolled in and endorsed by the
director of an ACGME accredited
pediatric nephrology program.
SECTION 2.
Prerogatives of Membership.
Active, Affiliate, Associate and
Emeritus members of the Society
shall be entitled to sponsor abstract communications to the
Society’s scientific meetings. All
members may participate in the
Society’s scientific meetings and
receive the Society’s newsletter,
participate in Society committees,
and nominate individuals for
membership in the Society
.SECTION 3.
Term and Termination of
Membership. Subject to the
provisions concerning categories of
membership and unless sooner
terminated on any basis provided
elsewhere in these Bylaws,
membership of any category shall
continue as long as a Member
evidences interest in the purposes
of the Society to the satisfaction
of the Council and pays the required
dues and fees. The Council shall
have the discretion to terminate
membership of any Member in the
event of (i) a final determination
of academic misconduct or unethical
behavior on the part of the Member,
which determination has been made by
a peer review board of a licensed
academic institution or a
governmental entity, or (ii) the
conviction of the Member for a crime
which constitutes a felony. No
Member shall be terminated under
this Section unless the Council
first conducts a hearing at which
the Member in question shall have an
opportunity to present evidence to
the effect that the peer review
board determination in question was
not made or was not final, or that
such determination or conviction did
not involve the Member in question.
Such hearing may be conducted at a
regularly scheduled meeting of the
Council or a special meeting of the
Council, at the discretion of the
Council, and shall be attended only
by members of the Council, the
Member who is the subject of the
potential membership termination,
and legal counsel for the Council
and for the Member in question,
respectively. Notice of the
hearing, including notice of the
alleged basis for membership
termination, shall be given in
writing by certified mail to the
Member who is the subject of the
potential membership termination not
less than 30 days in advance of the
day on which the hearing commences.
The Council shall consider any
evidence submitted to the Secretary
of the Society in written form at
least 10 days in advance of the
hearing, but may in its sole
discretion disregard or give less
weight to any evidence submitted
later or sought to be introduced by
the Member in question at the
hearing.
SECTION 4.
Dues.
Annual dues will be assessed on a
calendar year basis at a rate set by
the Council at the Fall Council
Meeting. The amount of dues may
vary according to category of
membership. Dues and any required
fees must be paid in full by a date
specified by the Council to avoid
incurring a payment penalty fee. A
later date of the calendar year will
be established by the Council after
which failure to remit dues will
result in loss of good standing and
any potential resulting revocation
of membership privileges. Dues in
arrears for three (3) consecutive
years will result in the automatic
termination of membership.
SECTION 5. Reinstatement.
Any member whose membership has been
terminated for nonpayment of dues
and who seeks reinstatement shall be
required to pay dues for the current
year in which reinstatement is
sought plus the unpaid dues which
had accrued as of the year in which
membership was terminated, and upon
such payment, membership may be
reinstated by the Council.
SECTION 6.
Voting
Rights. Each Active Member
(also referred to in these Bylaws as a “Voting Member”) shall have one vote on
each matter submitted to the vote of the Members of the Society.
Associate, Affiliate, Emeritus, and Trainee Members shall have no vote on any
matter. The Voting Members of the Society shall have the following powers,
to the exclusion of the Council, each exercisable pursuant to applicable Ohio
law and the provisions of these Bylaws:
(i) to elect Councilors and officers of the
Society;
(ii) to repeal, modify, or amend the
Society’s Articles of Incorporation or Bylaws;(iii) to approve any plan of merger or consolidation of
the Society with any other corporation or any plan for the dissolution of the
Society; and
(iv) to approve any sale, lease,
exchange, mortgage or other
disposition of all or substantially
all of the property or assets of the
Society.
The Voting members of the Society
shall have the power, held
concurrently with the Council, to
remove Councilors and officers of
the Society as detailed in Article
IV, Section III.
SECTION 7.
Application for Membership.
An applicant for membership in the
Society requires completing a
membership application and
information form adopted by the
Council and submit it to the
Membership Committee, along with
evidence demonstrating the
fulfillment of one or more of the
criteria pertinent to the class of
membership for which the applicant
is applying. Upon its review of the
application, the Membership
Committee will submit its
recommendation to the Council, which
shall make the final decision.SECTION 8. Not Transferable.
Membership in the Society may not be
assigned or otherwise transferred.
SECTION 9. Resignation.
Any Member may resign from
membership in the Society by filing
a written resignation with the
Secretary of the Society.
SECTION 10. No Membership Certificate.
No membership certificates of the
Society shall be required.
SECTION 11. Annual Scientific Meeting.
The Society will hold an annual
scientific meeting at a time and
place to be determined by the
Council. No Society business shall
be transacted at the scientific
portion of the annual meeting.
SECTION 12. Annual Business Meeting.
The Society will hold an annual
business meeting of the Members of
the Society, at a time and place to
be determined by the Council
(ordinarily to be held in
conjunction with the annual
scientific meeting of the Society),
for the purpose of receiving reports
and of transacting such business as
may come before the meeting.
Twenty percent (20%) of the Voting
Members shall constitute a quorum
for the transaction of business at
any business meeting of the Members.
SECTION 13. Officers of
the Meetings. At annual
business meetings of the Society,
the President, if present, otherwise
the President-elect, if present,
otherwise a person chosen by a
majority vote of the Voting Members
present at the meeting, shall act as
chair of the meeting. The
Secretary, if present, otherwise a
person appointed by the chair of the
meeting, shall act as secretary of
the meeting. The chair of the
meeting shall, without relinquishing
the chair, have full power of
discussion and shall not, by reason
of holding the chair, relinquish any
right to vote otherwise held by such
person in respect of any matter
before the meeting. The chair of
the meeting shall have the right to
decide, without appeal, the order of
business for such meeting and all
procedural matters, including the
right to limit discussion as being
unreasonably cumulative or
prolonged.
SECTION 14. Notice of
Meetings. Notice of the annual
scientific meeting and of the annual
business meeting of the Society
shall be delivered by the Secretary
of the
Society to each Member at
least 60 days in advance of the day
on which the meeting is to be held.
A
Voting Member may waive his or her
right to receive written notice of
the meeting either (i) by signing a
written waiver of notice,
or (ii) by attending the meeting.
However, if a Voting member attends
a meeting for the purpose of raising
an objection to the transaction of
business at the meeting because the
Member believes that the meeting was
not lawfully convened, that
attendance shall not constitute a
waiver of notice of the meeting. In
addition, unless specifically
required by law, the notice of the
meeting and any waiver of notice
does not need to state the purpose
of the meeting or the business to be
transacted at the meeting. The
Council and Society will not be held
liable if a meeting in canceled due
to unforeseen circumstances.
SECTION 15. Manner of
Acting. The act of a majority
of the Voting Members present at an
annual business meeting at which a
quorum is present shall be the act
of the Members, unless the act of a
greater number is required by law,
the Articles of Incorporation of the
Society or these Bylaws.
SECTION 16. Presumption of
Assent. A Voting Member who is
present at an annual business
meeting at which action on any
matter is taken shall be
conclusively presumed to have
assented to the action taken unless
his or her dissent shall be entered
in the minutes of the meeting or
unless he or she shall file his or
her written dissent to such action
with the person acting as secretary
of the meeting before the
adjournment thereof, or shall
forward such dissent by registered
or certified mail to the Secretary
of the
Society immediately after the
adjournment of the meeting. Such
right to dissent shall not apply to
a Member who voted in favor of such
action.
ARTICLE IV
Council
SECTION 1.
General Powers and Duties.
The property, business and affairs
of the
Society shall be managed by
the Council, which shall have
exclusive responsibility for the
determination and implementation of
policy for the
Society. The Council may
exercise all powers, rights and
privileges of the
Society (whether expressed or
implied in the Articles of
Incorporation of the
Society or conferred by law
or otherwise) and do all acts and
things which may be done by the
Society, as are not by
statute, the Articles of
Incorporation or these Bylaws
directed or required to be exercised
or done by the Members. Each
Councilor shall be entitled to one
full vote on each matter, except
that the Past President shall have
no vote.
SECTION 2.
Number, Election and Term of
Office. The Council shall
consist of the President, the
President-elect, the Past President,
the Secretary, the Treasurer (each
an officer) (all sometimes also
referred to in these Bylaws as
Councilors), and six non-officer
Councilors. The President-elect,
the President, the Secretary, and
the Treasurer shall each serve a
single two-year term which shall
begin in even-numbered years at the
conclusion of the annual business
meeting of the Society. The
non-officer Councilors shall hold
office for staggered four-year
terms, which shall begin in the year
of election at the conclusion of the
annual business meeting of the
Society. Except as otherwise
expressly provided in these Bylaws,
Councilors shall hold office for one
term and until their successors
shall have been elected and
qualified, or until their earlier
death, resignation or removal.
Councilors need not be residents of
the State of Ohio.
SECTION 3.
Resignation and Removal. Any
Councilor may resign at any time by
giving written notice to the Council
or the President or Secretary of the
Society. Such resignation
shall take effect when the notice is
delivered, unless the notice
specifies a future date; and, unless
otherwise specified therein, the
acceptance of such resignation shall
not be necessary to make it
effective. The pending vacancy may
be filled pursuant to Section 4 of
this Article before the effective
date. Any officer or other
Councilor may be removed from
office, with or without cause,
pursuant to a resolution duly
adopted by not less than two-thirds
of the members of the entire Council
(other than the officer or Councilor
whose removal is up for
consideration) or upon the vote of
two-thirds of the Voting Members
present at an annual business
meeting of the Society at which a
quorum is present.
SECTION 4.
Vacancies in an Officer Position.
In the event of a vacancy in the
office of President, the
President-elect shall assume the
office of President to serve the
remainder of the term. In that
case, the new President shall not
automatically serve an additional
full term as President after the
completion of the partial term, but
if the remaining term is less than
half a full term, the new President
shall serve as President for such
additional full term. If the
remaining term in the office of
President is greater than half a
full term, the Council shall
schedule an election of a new
President-elect for the remainder of
the vacancy in that office, and the
President-elect so elected shall
assume the office of President upon
the termination of the current
term. In the event of a vacancy in
the office of Secretary or
Treasurer, the Council shall elect
one of the current non-officer
Councilors to serve in that
position. If the remainder of the
Secretary or Treasurer's term is
less than half of a full term, the
new Secretary or Treasurer shall be
eligible for election for an
additional full term of the
Council. If the remainder of the
term is greater than half a full
term for Secretary or Treasurer, the
individual assuming the position
shall serve only the completion of
the term. The Council may wait
until the next election to fill the
position of Councilor left vacant
upon the election of a Councilor to
fill a vacancy in the office of
Secretary or Treasurer.
SECTION 5.
Vacancies in a Non-officer
Councilor Position. Any vacancy
occurring in a non-officer Councilor
position may be filled by the
Council, and such individual so
appointed shall serve until the next
annual election of Councilors, or
until the end of such term,
whichever occurs first. Each
Councilor so appointed to fill a
vacancy in a position the term of
which extends beyond the next annual
election shall automatically be a
candidate to hold office for the
remainder of the term, but the
Nominating Committee may also add
additional nominees to the slate.
The person so elected shall hold
office for the unexpired term of his
or her predecessor in office.
SECTION 6.
Regular Meetings. Meetings
of the Council shall be held at such
time and place as may be designated
by resolution of the Council without
other notice than such resolution.
There shall also be a regular annual
meeting of the Council, which shall
be held in conjunction with the
annual business meeting of the
Society at such time and place as
may be designated by resolution of
the Council without other notice
than such resolution. Failure to
hold an annual meeting at the
designated time and place shall not
work a forfeiture or dissolution of
the
Society. The Council may
provide by resolution the time and
place of additional regular meetings
of the Council without other notice
than such resolution.
SECTION 7.
Special Meetings. Special
meetings of the Council may be held
at any time on the call of the
President or a majority of the
Councilors. The person or persons
authorized to call special meetings
of the Council may fix the place for
holding any special meeting of the
Council called by them.
SECTION 8.
Notice of Meetings. Notice
of each special meeting of the
Council shall be delivered by or at
the direction of the person or
persons calling the meeting to each
Councilor at least three (3) days
before the day on which the meeting
is to be held. Notice may be waived
in writing by a Councilor, either
before or after the meeting.
Attendance of a Councilor at any
meeting shall constitute a waiver of
notice of such meeting, except where
the Councilor attends the meeting
for the express purpose of objecting
to the transaction of any business
because the meeting is not lawfully
called or convened. Neither the
business to be transacted at, nor
the purpose of, any special meeting
of the Council need be specified in
the notice or waiver of notice of
such meeting, unless specifically
required by law or by these Bylaws.
SECTION 9.
Quorum. A majority of the
Voting Councilors then in office
shall constitute a quorum for the
transaction of business at any
meeting of the Council,
provided that if less than such a
majority is present at said meeting,
a majority of the Councilors present
may adjourn the meeting to another
time without further notice.
SECTION 10. Manner of Acting. The act of
a majority of the voting Councilors
present at a meeting at which a
quorum is present shall be the act
of the Council, unless the act of a
greater number is required by law,
the Articles of Incorporation of the
Society or these Bylaws.
SECTION 11.
Participation at Meetings by
Conference Telephone.
Councilors may participate in and
act at any meeting of the Council
through the use of a conference
telephone or other communications
equipment by means of which all
persons participating in the meeting
can communicate with each other.
Participation in such meeting shall
constitute attendance and presence
in person at the meeting of the
person or persons so participating.
SECTION 12.
Officers of the Meetings.
At meetings of the Council, the
President, if present, otherwise the
President-elect, if present,
otherwise a person chosen by a
majority vote of the Councilors
present at the meeting, shall act as
chair of the meeting. The
Secretary, if present, otherwise a
person appointed by the chair of the
meeting, shall act as secretary of
the meeting. The chair of the
meeting shall, without relinquishing
the chair, have full power of
discussion and shall not, by reason
of holding the chair, relinquish any
right to vote otherwise held by such
person in respect of any matter
before the meeting. The chair of
the meeting shall have the right to
decide, without appeal, the order of
business for such meeting and all
procedural matters, including the
right to limit discussion as being
unreasonably cumulative or
prolonged.
SECTION 13.
Presumption of Assent. A
Councilor who is present at a
meeting of the Council at which
action on any matter is taken shall
be conclusively presumed to have
assented to the action taken unless
his or her dissent shall be entered
in the minutes of the meeting or
unless he or she shall file his or
her written dissent to such action
with the person acting as secretary
of the meeting before the
adjournment thereof, or shall
forward such dissent by registered
or certified mail to the Secretary
of the
Society immediately after the
adjournment of the meeting. Such
right to dissent shall not apply to
a Councilor who voted in favor of
such action.
SECTION 14.
Informal Action. Any action
required to be taken, or which may
be taken, at a meeting of the
Council may be taken without a
meeting if a consent in writing,
setting forth the action so taken,
is signed by all the Councilors.
Any consent may be signed in
counterparts with the same force and
effect as if all Councilors had
signed the same copy. All signed
copies of any such written consent
shall be delivered to the Secretary
of the
Society to be filed in the
corporate records. Any such consent
signed by all of the Councilors
shall have the same effect as a
unanimous vote.
ARTICLE V
Officers
SECTION 1.
Designation, Election and Term of
Office. The officers of the
Society shall consist of a
President, a President-elect, a
Secretary, a Treasurer, a Past
President, and such other officers
and assistant officers as the
Council may authorize. Officers
whose authority and duties are not
prescribed in these Bylaws shall
have the authority and perform the
duties set forth in the resolution
creating the office or otherwise
prescribed from time to time by the
Council. The President-Elect,
Secretary and Treasurer shall be
elected by the Members prior to the
annual meeting of Members held in
the year in which officers are to be
elected, to serve a term of two
years and until their respective
successors have been duly elected
and qualified, unless their service
is sooner terminated by death,
resignation or removal. No two
offices may be held by the same
person, except that, at the
discretion of the Nominating
Committee and the Council, the
offices of Secretary and Treasurer
may be held by the same individual.
SECTION 2. Control by Council.
The powers and duties of officers of
the
Society as prescribed by this
Article or elsewhere in these Bylaws
are subject to alteration or
suspension by the Council, in
specific instances or for specific
purposes, as set forth in a
resolution of the Council effecting
such alteration or suspension.
SECTION 3.
Bonds. The Council may
require persons serving as officers,
agents or employees of the
Society to give bond to the
Society, in such form and
amount and with such surety as the
Council may determine, conditioned
upon the faithful performance of
their duties and upon the
restoration to the
Society when their service
terminates of all books, records,
money and other things in their
possession or control belonging to
the
Society. The cost of
procuring such bonds shall be borne
by the
Society.
SECTION 4.
Employment Contracts. Every
employment for personal services to
be rendered to the
Society shall be at the
pleasure of the
Society, unless the
employment is for a specified term
pursuant to a written contract
authorized or ratified by the
Council.
SECTION 5.
The President.
a.
Shall call and preside at the
meetings of the Council.
b.
Shall preside at the annual
Business meeting.
c.
Shall plan and develop the
annual Scientific Program with the
active advice of the Council.
d.
Shall be the official
spokesman of the Council and the
membership.
e.
Shall appoint members to
standing and ad hoc Committees.
f.
Shall either act as or
appoint members to liaison positions
with other professional
organizations or societies.
g.
To the extent the President
deems appropriate, the President can
participate as a member of
committees (and shall not be counted
in any enumeration of members of
such committees set forth elsewhere
in these Bylaws).
SECTION 6.
The President-Elect.
a.
Shall preside at all meetings
of Council or membership if the
President is absent.
b.
Shall assume the position of
President in the event the President
is unable to continue in this
capacity.
c.
To the extent the
President deems appropriate, the
President-Elect can participate as a
member of committees (and shall not
be counted in any enumeration of
members of such committees set forth
elsewhere in these Bylaws).
SECTION 7.
The Past-President.
a.
Shall be a non-voting member
of the Council.
SECTION 8.
The Secretary and Treasurer.
a.
Shall perform the usual
functions of the Secretary of the
organization.
b.
Shall perform the usual
functions of the Treasurer of the
organization and shall be
responsible for the preparation of
the annual fiscal report.
c.
Shall preside in the absence
of the President and
President-Elect.d.
If two officers are
designated to fill this position,
the responsibilities will be divided
among customary functions of each
office.
e.
To the extent the
President deems appropriate, the
Secretary and Treasurer can
participate as a member of
committees (and shall not be counted
in any enumeration of members of
such committees set forth elsewhere
in these Bylaws).
SECTION 9.
Resignation.
Any officer may resign at any time
by giving written notice to the
Council or to the President or
Secretary of the
Society. Any 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 10.
Removal. Any of the officers
designated in Section 1 of this
Article may be removed by the
Council, whenever in its judgment
the best interest of the
Society will be served
thereby, by the vote of a majority
of the whole Council. Any
subordinate officer elected or
appointed in accordance with Section
1 of this Article may be removed by
the Council for like reason by a
majority vote of the Councilors
present at any meeting, a quorum
being present, or by any superior
officer upon whom such power of
removal has been conferred by
resolution of the Council.
SECTION 11.
Vacancies. Any vacancy in
any office because of death,
resignation, removal,
disqualification or any other cause,
shall be filled by the Council at an
annual or regular meeting or at a
special meeting called for such
purpose.
ARTICLE VI
Election of
Councilors
SECTION 1.
Elections. The voting
membership will be requested to
submit names of potential candidates
to the Nominating Committee for open
Council positions. A slate of
candidates for officers and at least
two candidates for each open Council
position will be prepared by the
Nominating Committee and presented
by the Council to the voting
membership, with subsequent
elections to be conducted
electronically or by mail. A member
of the Society shall be designated
to oversee the election process. A
candidate must receive the majority
of the votes cast for that position
in order to be elected. A
member of the Society shall be
appointed as an Elections Officer to
certify the results.
SECTION 2.
Announcement of Results.
The results of the election shall be
announced at a business meeting of
the Society.
ARTICLE VII
Committees
SECTION 1.
Committees.
The following Standing Committees
shall be established: Nominating
Committee; Membership Committee; and
Audit Committee. The President and
Council may at any time, or form
time to time, (i) establish
additional Committees with such
duties and such membership and terms
of office as the Council may
designate by resolution, (ii)
abolish any Committee, including
those specifically designated in
these Bylaws, and (iii) alter the
name, duties, membership, and terms
of office of any Committee,
including those specifically
designated in these Bylaws.
SECTION 2.
Nominating Committee.
The President in conjunction with
the Council shall annually appoint a
Nominating Committee consisting of
three Members who are not current
Council members. The Nominating
Committee each year shall prepare a
slate of nominees for the open
positions on the Council.
SECTION 3.
Membership Committee.
The Membership Committee shall
consist of four or more Members
appointed by the President. The
Committee will consider applications
for membership and make
recommendations to the Council.
Members of the Committee shall serve
staggered terms of four years.
SECTION 4.
Audit Committee.
The President shall appoint an Audit
Committee consisting of three
Members to audit the financial
report of the Society annually and
to report at the business meeting.
ARTICLE VIII
Indemnification
SECTION 1.
Indemnification of Councilors,
Officers, Employees and Agents.
The Society shall, to the fullest
extent to which it is empowered to
do so by the Act or any other
applicable laws as may from time to
time be in effect, indemnify any
person who was or is a party to any
threatened, pending, or completed
action, suit, or proceeding, whether
civil, criminal, administrative, or
investigative, by reason of the fact
that he or she is or was a
Councilor, officer, employee or
agent of the Society, or that he or
she is or was serving at the request
of the Society as a director,
officer, employee or agent of
another Society, partnership, joint
venture, trust, or other enterprise,
against all judgments, fines,
reasonable expenses (including
attorneys’ fees), and amounts paid
in settlement actually and
reasonably incurred by such person
in connection with such action,
suit, or proceeding.
SECTION 2.
Contract with the Society.
The provisions of this Article shall
be deemed to be a contract between
the Society and each Councilor,
officer or employee who serves in
any capacity at any time while this
Article is in effect, and any repeal
or modification of this Article
shall not affect any rights or
obligations hereunder with respect
to any state of facts then or
theretofore existing or any action,
suit, or proceeding theretofore or
thereafter brought or threatened
based in whole or in part upon any
such state of facts.
SECTION 3. Payment of Expenses in Advance.
Expenses incurred in defending a
civil or criminal action, suit, or
proceeding may be paid by the
Society in advance of the final
disposition of such action, suit, or
proceeding, as authorized by the
Council in the specific case, upon
receipt of an undertaking by or on
behalf of the Councilor, officer,
employee or agent to repay such
amount, unless it shall ultimately
be determined that such Councilor,
officer, employee or agent is
entitled to be indemnified by the
Society as authorized by this
Article.
SECTION 4.
Insurance Against Liability.
The Society may purchase and
maintain insurance on behalf of any
person who is or was a Councilor,
officer, employee or agent of the
Society, or who is or was serving at
the request of the Society as a
director, officer, employee or agent
of another Society, partnership,
joint venture, trust, or other
enterprise, against any liability
asserted against such person and
incurred by such person in any such
capacity, or arising out of such
person’s status as such, whether or
not the Society would have the power
to indemnify such person against
such liability under the provisions
of these Bylaws.
SECTION 5. Other Rights of Indemnification.
The indemnification provided or
permitted by this Article shall not
be deemed exclusive of any other
rights to which those indemnified
may be entitled by law or otherwise,
and shall continue as to a person
who has ceased to be a Councilor,
officer, employee or agent and shall
inure to the benefit of the heirs,
executors, and administrators of
such person.
ARTICLE IX
Miscellaneous
Provisions
SECTION 1.
Depositories. All
funds of the
Society not otherwise
employed shall be deposited from
time to time to the credit of the
Society in such banks, trust
companies or other depositories as
the Council may designate.
SECTION 2.
Checks, Drafts, Notes, Etc.
All checks, drafts or other
orders for the payment of money
(“Payment Orders”) and all notes or
other evidences of indebtedness
(“Notes”) issued in the name of the
Society shall be signed by
such officer or officers, or agent
or agents, of the
Society and in such manner as
shall from time to time be
determined by resolution of the
Council.
SECTION 3.
Gifts. The Council, the
President, the Treasurer, and any
standing or special committee
designated by the Council to have
such authority may accept on behalf
of the
Society any grant,
contribution, gift, bequest, or
devise for the general purposes or
for any special purposes of the
Society.
SECTION 4.
Fiscal Year. For accounting
and related purposes, the fiscal
year of the
Society shall begin on the
first day of April each year and end
on the last day of March in the
following year. The Council may, by
resolution, change the beginning and
ending dates of the fiscal year, and
any such change shall be effective
upon the date set in the resolution,
but only upon approval by the
Internal Revenue Service, if such
approval is required by law.
SECTION 5.
Delivery of Notice. Any
notices required to be delivered
pursuant to these Bylaws shall be
deemed to be delivered when
transferred or presented in person
or deposited in the United States
mail addressed to the person at his
or her address as it appears on the
records of the
Society, with sufficient
first-class postage prepaid
thereon. Any notice required by
these Bylaws may be delivered
electronically to the recipient’s
email address or its equivalent as
it appears in the records of the
Society.
SECTION 6.
Investment. Unless otherwise
specified by the terms of a
particular gift, bequest or device,
grant or other instrument, the funds
of the
Society may be invested, from
time to time, in such manner as the
Council may deem advantageous
without regard to restrictions
applicable to trustees or trust
funds.
SECTION 7.
Loans. No loans shall be
contracted on behalf of the
Society and no evidence of
indebtedness shall be issued in its
name unless authorized by the
Council. Such authority may be
general or confined to specific
instances.
SECTION 8.
Leases. No leases of land,
buildings or equipment, whether
written or oral, shall be made on
behalf of the
Society, either as lessor or
lessee, unless authorized by the
Council. Such authority may be
general or confined to specific
instances.
SECTION 9.
Contracts. The Council may
authorize any one or more officers
of the
Society, or any one or more
agents, to enter into any contract
or execute and deliver any
instrument in the name of and on
behalf of the
Society, and such authority
may be general or confined to
specific instances.
SECTION 10.
Reimbursement and Compensation.
Councilors as such shall not receive
any salaries for their services, but
by resolution of the Council, a
fixed sum and expenses of
attendance, if any, may be allowed
for attendance at each regular or
special meeting of the Council;
provided, that nothing herein
contained shall be construed to
preclude any Councilor from serving
the Society in any other capacity
and receiving compensation
therefore, Councilors shall be
entitled to reimbursement for
out-of-pocket expenses reasonably
incurred in the discharge of their
duties as Councilors.
SECTION 11.
Compensation for Services.
Subject to any policy or policies in
force relating to conflicts of
interest that may be adopted by the
Council, a Councilor or officer of
the
Society, or any firm or
Society in which such Councilor or
officer is a member, director,
officer or otherwise interested, may
be engaged by the Society to render
services on behalf of the Society,
even though such Councilor or
officer shall make or participate in
the decision to so engage himself or
herself or such firm or Society. A
member, director or officer or any
firm or Society so engaged shall be
entitled to receive his, her or its
customary and reasonable
compensation for such services.
ARTICLE X
Amendments
SECTION 1.
Amendment of Bylaws. These
Bylaws may be altered, amended or
repealed, and new and other Bylaws
may be made and adopted, by the
Voting Members at any time or from
time to time in accordance with the
following procedures: Any amendment
to, or restatement of, the Bylaws
must (i) be proposed in writing to
the Council by at least five
Members, or (ii) be approved by the
Council. The proposed amendment
shall be acted upon at the next
succeeding annual business meeting
of the Society, provided that it has
been communicated to the Council by
the members or otherwise approved by
the Council prior to the date on
which notice of such meeting is
distributed. Notice of any business
meeting at which an amendment to the
Bylaws is to be acted upon shall
include an announcement of the
action to be taken and a text of the
proposed amendment. An amendment
shall be adopted upon the
affirmative vote of a majority of
the voting Members present at such
meeting.
SECTION 2.
Amendment of Articles of
Incorporation. The Articles of
Incorporation of the Society may be
amended or restated by the Voting
Members at any time or from time to
time in accordance with the
following procedures: Any amendment
to, or restatement of, the Articles
of Incorporation must (i) be
proposed in writing to the Council
by at least five Members, or (ii) be
approved by the Council. The
proposed amendment shall be acted
upon at the next succeeding annual
business meeting of the Society,
provided that it has been
communicated to the Council by the
Members or otherwise approved by the
Council prior to the date on which
notice of such meeting is
distributed. Notice of any business
meeting at which an amendment to the
Articles of Incorporation is to be
acted upon shall include an
announcement of the action to be
taken and a text of the proposed
amendment. An amendment shall be
adopted upon the affirmative vote of
a majority of the Voting Members
present at such meeting. The
President shall insure that any
amendment so adopted is properly
filed with the appropriate state
agency.
Revised May 5, 2003
Revised May 6, 2007
