Bylaws
ARIZONA OPHTHALMOLOGICAL SOCIETY
ARTICLE I
Purpose/Mission Statement (as listed in the Society Articles of Incorporation)
The Arizona Ophthalmological Society intends to promote the science and art of Ophthalmology; improve the business of the profession; elevate the standard of eye care throughout Arizona; disseminate knowledge of the subject of Ophthalmology; and the promotion of personal and professional relationships among its members.
ARTICLE II
Offices
Section 1. Organization. ARIZONA OPHTHALMOLOGICAL SOCIETY (the "Corporation") is a nonprofit corporation organized under the laws of the State of Arizona.
Section 2. Offices. The Corporation shall maintain its principal office in Phoenix, Arizona or such other place within the State of Arizona as determined by the Board of Directors or as the business of the Corporation may require from time to time where all business of the Corporation may be transacted.
Section 3. Known Place of Business. The known place of business of the Corporation, as required by A.R.S. § 10-3501 to be maintained in the State of Arizona, may, but need not, be identical with the office of its statutory agent in the State of Arizona. The address of the known place of business may be changed from time to time by the Board of Directors in accor¬dance with A.R.S. § 10-3502.
ARTICLE III
Members
Section 1. Qualification of Members. The Board of Directors shall establish one or more classes of members with such rights and obligations as shall be determined by the Board of Directors from time to time and shall be maintained in the Society Policy Manual. All Members must abide by the policies set forth in the Society Policy Manual to maintain membership in the Society and conform to the Code of Ethics of the Arizona Ophthalmological Society.
Section 2. Voting. Each voting member shall be entitled to vote in person or by written proxy on the election, removal of Directors, and the approval, rejection of changes to the Bylaws. Except for the election, removal of Directors, and the approval, rejection of changes to the Bylaws, no member shall have the right to vote on any matters relating to the Corporation and the business and affairs of the Corporation shall be managed and controlled solely by the Board of Directors.
Section 3. Annual Meetings. The annual meetings of the members of the Corporation shall be held at such time, on such day, and at such place as shall be fixed by the Board of Directors, for the purpose of electing directors, and for the transacting of such other business properly coming before said meeting.
Section 4. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by a majority of the Board of Directors, or shall be called by the President at the request in writing of ten percent (10%) of the members. Such request shall state the purpose or purposes of the proposed meeting.
Section 5. Place of Meetings. The Board of Directors may designate any place, either within or without the State of Arizona, as the place of meeting for any annual meeting or for any special meeting of the members.
Section 6. Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be given not less than ten (10) nor more than fifty (50) days before the date of the meeting, by written notice delivered personally, by mail, or by other commercially acceptable means of business communications including, but not limited to, overnight mail, email or fax to each member at his or her address. If mailed, such notice shall be deemed to be delivered two business days after deposited in the United States mail, postage prepaid, addressed to the member.
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days a notice of the adjourned meeting shall be given to each member.
Section 7. Presiding Officer and Order of Business. Meetings of members shall be presided over by the President, or, if he or she is not present or there is none, by the President, Elect or, if he or she is not present or there is none, by the Secretary/Treasurer or if he or she is not present or there is none, a person chosen by the Board of Directors; if no such person is present or has been chosen, a majority of the members who are present in person or represented by proxy shall choose any person present to act as chair of the meeting.
Section 8. Quorum. The number of Members present at any duly called meeting of the Members shall constitute a quorum for the transaction of business at any meeting of the Members.
Section 9. Membership Fees. Persons qualified for membership may become members of the corporation upon approval by the Board of Directors and payment of any membership fees as required by the Board of Directors. The amount and time of payment shall be fixed from time to time by the Board of Directors and shall be subject to increase or decrease. Should the dues of a member remain unpaid for 60 days after the date when such dues are payable, the Corporation shall send such member written notice requiring the payment of such dues within 30 days from the date of such notice, upon penalty of suspension of membership. If such dues are not paid as required by such notice, such person's membership shall, without further notice, be immediately terminated until such dues shall be fully paid.
Section 10. Membership not Transferable. Membership in the Corporation is not transferable or assignable, voluntarily or by operation of law. Any purported or attempted transfer, assignment or encumbrance shall be void and of no effect.
Section 11. Discipline. A member, for cause, may be reprimanded, suspended, or expelled from the Corporation by a two-thirds (2/3) vote of all the Directors, but only after such member shall have had an opportunity to present his or her defense. Thirty days written notice of the time when the Board will consider the charges against him or her, accompanied with a written specification thereof, shall be considered as affording such member sufficient opportunity to present their defense.
Section 12. Written Ballot. Any action that the members may take at a meeting of the members may be taken without a meeting by written ballot pursuant to this Section. The secretary will mail or deliver a written ballot to every member entitled to vote on the matter setting forth the proposed action and providing an opportunity to vote for or against the proposed action. An action shall be approved by written ballot only if both (1) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting of the members; and (2) the number of approvals received equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve the matter (other than election of directors), and specify the time by which the ballot must be delivered to the corporation in order to be counted, which time shall not be less than seven days after the date the corporation delivers the ballot.
Section 13. Proxy Voting. A member may appoint a proxy to vote or otherwise act for the member by signing an appointment form authorizing another member to vote or act on his or her behalf. Any appointment of a proxy shall be effective on receipt by the secretary or other officer authorized to tabulate votes. The corporation may accept the proxy’s vote or other action as that of the member making the appointment.
ARTICLE IV
Officers
Section 1. Number. The Elected Officers of the Corporation shall be a President, President-Elect, Secretary/Treasurer, and at least three Board members.
Section 2. Qualifications. No person shall be eligible for election as an officer of this Society unless they are an Active member in good standing.
Section 3. President. The President shall be the chief executive officer of the Corporation and, subject to the direc¬tion of the Board of Directors, shall have general charge of the business, affairs, and property of the Corporation and general supervision over its other officers and agents. The President shall chair all meetings of the Board of Directors and shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 4. Secretary/Treasurer. The Secretary/Treasurer shall have charge of all the corporate books and records, keep the minutes of all meetings and proceedings of the Board of Direc¬tors, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, have charge of all financial books and records, receive and review financial reports for the Corporation, and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 5. President-Elect. In the absence of the President or in the event of his or her death, inability, or refusal to act, the President-Elect shall perform the duties and exercise the powers of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The President-Elect shall have such powers and perform such duties as, from time to time, may be assigned to him or her by the President or the Board of Directors.
ARTICLE V
Directors
Section 1. Powers of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number. The Elected Officers of the Corporation shall serve as Board of Directors. Subject to the foregoing limitations, the number of directors may be altered from time to time by a duly adopted resolution of the Board of Directors, provided that no decrease shall have the effect of shortening the term of any incumbent director.
Section 3. Election of Officers and Directors. The persons listed in the Corporation’s Article of Incorporation shall serve as the initial board of directors until the first annual meeting of the Members. Thereafter, the members at the annual meeting shall elect those Elected Officers, who shall then also serve as directors, whose terms are due to expire and each director elected shall hold office for the term for which he or she is elected or until his or her successor is elected or until his or her earlier death, resignation, or removal. At the meeting the nominations of the nominating committee shall be presented. Additional nominations may be taken from the floor at such meeting. If there is more than one nominee for an office, voting shall be by secret ballot. Each member shall have one vote for each position to be elected. The nominee receiving the highest number of votes in the election for each officer shall be elected to that position and to the Board of Directors. In lieu of an election at the annual meeting the Board of Directors may hold the election through written ballot, with such ballots to be returned prior to the annual meeting and the results of the election announced at the annual meeting.
Section 4. Term of Office. At the Society annual meetings, a number of Officers and Directors equal to the number whose term then expires shall be elected for terms of two years, with Officers elected on even-numbered years and Board members elected on odd-numbered years.
Section 5. Resignation. Any officer or director of the Corpora¬tion may resign at any time, by giving written notice thereof to the Corporation. Such resignation shall take effect at the time specified therein and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be neces¬sary to make it effective.
Section 6. Vacancies. Any vacancy occurring in an officer position or in the Board of Directors by reason of death, resignation, or removal, or any directorship to be filled by reason of an increase in the number of directors, shall be filled by the affirmative vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director, at a special, regular, or annual meeting. A person elected to fill a vacancy shall hold office until the next election of officers and directors when his or her successor is elected and qualified.
Section 7. Removal. A officer or director may be removed, with or without cause, at a meeting called expressly for that purpose, by a vote of a majority of the members or a majority of the directors entitled to vote.
Section 8. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such number is present at a meeting, the majority of the directors present may adjourn the meeting from time to time without further notice.
Section 9. Manner of Acting. The act of the 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 law, the Articles of Incorporation, or as otherwise provided in these Bylaws. Parliamentary procedure will be guided by Roberts' Rules of Order.
Section 10. Annual and Special Meetings. Meetings of the Board of Directors, annual or special, shall be held at such time, on such day, and at such place as the President or a majority of the Board of Directors shall designate, and may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, their participation in such a meeting to constitute presence in person.
Section 11. Notice. Notice of any meeting shall be delivered at least thirty days previous thereto by written notice delivered personally, by mail or by any other commercially acceptable means of business communication including, but not limited to, overnight mail, email or fax to each director at his or her address. If mailed, such notice shall be deemed to be delivered two business days after deposit in the United States mail, so addressed, by certified delivery with postage prepaid.
Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by the Articles of Incorporation or these Bylaws.
Section 12. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all directors entitled to vote consent thereto in writing specifically setting forth such action taken. Such consent shall have the same effect as a unanimous vote.
Section 13. Compensation and Expenses. Directors shall serve as such without compensation. Expenses incurred in con¬nection with the performance of their official duties may be reimbursed to directors upon approval of the Board of Directors. A director shall not be precluded from serving the Corporation in any other capacity nor from receiving compen¬sation for such services.
Section 14. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Direc¬tors at which action on any corporate matter is taken shall be presumed to have assented to the action 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 Secretary of the Corporation within ten days after the adjournment of the meeting, or at the time of the next meeting, whichever is sooner. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE VI
Committees
Section 1. Committees. The Board of Directors, by resolutions adopted by a majority of the full Board, may appoint such committee or committees as it shall deem advisable and with such rights, powers, and authority as it shall prescribe except as otherwise provided by law. Each such committee shall consist of one or more directors.
Section 2. Tenure. Each member of a committee shall continue as a member thereof until the expiration of his or her term as a director or his or her earlier resignation or death, unless sooner removed as a member or as a director.
Section 3. Committee Changes. The Board of Directors, with or without cause, may dissolve any committee or remove any member thereof at any time. The Board of Directors shall also have the power to fill vacancies in any committee.
Section 4. Executive Committee. The Board of Directors, by resolution adopted by a majority of the full board, may designate an Executive Committee consisting of one or more directors. One of the members of the Executive Committee shall be designated as Chair of the Executive Committee. To the extent provided in such resolution, the Executive Committee shall have and may exercise all the authority of the Board of Directors; provided, however, that the Executive Committee shall not have the authority of the Board of Directors in reference to any matter prohibited by law.
Section 5. Nominating Committee. The nominating committee shall consist of the three immediate past presidents active in the society, with the most recent Past President acting as Chair, or if such individuals are unable or unwilling to serve, such other persons as may be selected by the Board of Directors. The Nominating Committee will prepare a list of nominations which will be presented at the annual meeting of the members for all officers whose terms are set to expire. Further nominations for these offices may be made from the floor.
Section 6. Membership Committee. The membership committee shall consist of the Secretary/Treasurer, acting as Chair, along with the President, Past President, and one other member selected by the Chair. The Membership Committee shall be responsible for reviewing pending membership applications and presenting their recommendations to the Board of Directors. The membership committee shall also be responsible for handling any questions regarding member’s compliance with current Society membership policies and procedures.
ARTICLE VII
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances; provided, however, no loans shall be made by the Corporation to its directors or officers.
Section 3. Checks and Other Instruments. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VIII
Waiver of Notice
Whenever any notice is required to be given to any director of the Corporation, a waiver thereof in writing signed by such director, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE IX
Amendment of Bylaws
These Bylaws may be altered, amended, or repealed or new Bylaws adopted by a majority of the members eligible to vote. Such a vote could be conducted by mail, or by other commercially acceptable means of business communications including, but not limited to; overnight mail, email or fax to each member at his or her address. Notice regarding a meeting to consider changes to the bylaws, along with a ballot should be sent out no later than 30 days prior to the meeting. Ballots must be received no later than 7 days prior to the meeting. Voting members who plan on attending the meeting may vote in person.
ARTICLE X
Nonprofit Operation
The Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its members, directors or officers without full consideration. The Corporation may contract in due course with its members, directors and officers without violating this provision.
ARTICLE XI
Affiliated Transactions and Interested Directors
Section 1. Affiliated Transactions. No contract or other transaction between the Corporation and Interested Persons (as hereinafter defined), including the sale, lease or exchange of property to or from Interested Persons, the lending or borrowing of monies to or from Interested Persons by the Corporation or the payment of compensation by the Corporation for services provided by Interested Persons, shall be void or voidable because of the relationship or interest between the Corporation and the Interested Persons or because any Interested Person is present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such transaction or because his, her or their votes are counted for such purpose if:
(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or com¬mittee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of any Interested Person(s); or
(b) The contract or transaction is fair and reasonable to the Corporation at the time the contract or transaction is authorized, approved or ratified in the light of circumstances known to those entitled to vote thereon at that time.
As used herein, the term "Interested Persons" shall mean any member, director, or officer of the Corporation, or any corporation, firm, association or other entity in which one or more of the Corporation's members, directors, or officers are directors, officers or members or are financially interested.
Any person seeking to establish that a contract or transaction described herein is void or voidable for any reason set forth herein shall first prove, by a preponderance of the evidence, that the provisions of subparagraphs (a) and (b) of Section 1 are not applicable.
Section 2. Determining Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes, approves or ratifies the contract or transaction.
Section 3. Loans to Directors and Officers. Notwith¬standing anything herein to the contrary, the Corporation shall not lend money to or use its credit to assist its directors, whether or not employees, or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment of the loan.
Amended May, 2000
Amended June, 2003
Amended May, 2007
Amended May, 2010
ARTICLE I
Purpose/Mission Statement (as listed in the Society Articles of Incorporation)
The Arizona Ophthalmological Society intends to promote the science and art of Ophthalmology; improve the business of the profession; elevate the standard of eye care throughout Arizona; disseminate knowledge of the subject of Ophthalmology; and the promotion of personal and professional relationships among its members.
ARTICLE II
Offices
Section 1. Organization. ARIZONA OPHTHALMOLOGICAL SOCIETY (the "Corporation") is a nonprofit corporation organized under the laws of the State of Arizona.
Section 2. Offices. The Corporation shall maintain its principal office in Phoenix, Arizona or such other place within the State of Arizona as determined by the Board of Directors or as the business of the Corporation may require from time to time where all business of the Corporation may be transacted.
Section 3. Known Place of Business. The known place of business of the Corporation, as required by A.R.S. § 10-3501 to be maintained in the State of Arizona, may, but need not, be identical with the office of its statutory agent in the State of Arizona. The address of the known place of business may be changed from time to time by the Board of Directors in accor¬dance with A.R.S. § 10-3502.
ARTICLE III
Members
Section 1. Qualification of Members. The Board of Directors shall establish one or more classes of members with such rights and obligations as shall be determined by the Board of Directors from time to time and shall be maintained in the Society Policy Manual. All Members must abide by the policies set forth in the Society Policy Manual to maintain membership in the Society and conform to the Code of Ethics of the Arizona Ophthalmological Society.
Section 2. Voting. Each voting member shall be entitled to vote in person or by written proxy on the election, removal of Directors, and the approval, rejection of changes to the Bylaws. Except for the election, removal of Directors, and the approval, rejection of changes to the Bylaws, no member shall have the right to vote on any matters relating to the Corporation and the business and affairs of the Corporation shall be managed and controlled solely by the Board of Directors.
Section 3. Annual Meetings. The annual meetings of the members of the Corporation shall be held at such time, on such day, and at such place as shall be fixed by the Board of Directors, for the purpose of electing directors, and for the transacting of such other business properly coming before said meeting.
Section 4. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by a majority of the Board of Directors, or shall be called by the President at the request in writing of ten percent (10%) of the members. Such request shall state the purpose or purposes of the proposed meeting.
Section 5. Place of Meetings. The Board of Directors may designate any place, either within or without the State of Arizona, as the place of meeting for any annual meeting or for any special meeting of the members.
Section 6. Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be given not less than ten (10) nor more than fifty (50) days before the date of the meeting, by written notice delivered personally, by mail, or by other commercially acceptable means of business communications including, but not limited to, overnight mail, email or fax to each member at his or her address. If mailed, such notice shall be deemed to be delivered two business days after deposited in the United States mail, postage prepaid, addressed to the member.
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days a notice of the adjourned meeting shall be given to each member.
Section 7. Presiding Officer and Order of Business. Meetings of members shall be presided over by the President, or, if he or she is not present or there is none, by the President, Elect or, if he or she is not present or there is none, by the Secretary/Treasurer or if he or she is not present or there is none, a person chosen by the Board of Directors; if no such person is present or has been chosen, a majority of the members who are present in person or represented by proxy shall choose any person present to act as chair of the meeting.
Section 8. Quorum. The number of Members present at any duly called meeting of the Members shall constitute a quorum for the transaction of business at any meeting of the Members.
Section 9. Membership Fees. Persons qualified for membership may become members of the corporation upon approval by the Board of Directors and payment of any membership fees as required by the Board of Directors. The amount and time of payment shall be fixed from time to time by the Board of Directors and shall be subject to increase or decrease. Should the dues of a member remain unpaid for 60 days after the date when such dues are payable, the Corporation shall send such member written notice requiring the payment of such dues within 30 days from the date of such notice, upon penalty of suspension of membership. If such dues are not paid as required by such notice, such person's membership shall, without further notice, be immediately terminated until such dues shall be fully paid.
Section 10. Membership not Transferable. Membership in the Corporation is not transferable or assignable, voluntarily or by operation of law. Any purported or attempted transfer, assignment or encumbrance shall be void and of no effect.
Section 11. Discipline. A member, for cause, may be reprimanded, suspended, or expelled from the Corporation by a two-thirds (2/3) vote of all the Directors, but only after such member shall have had an opportunity to present his or her defense. Thirty days written notice of the time when the Board will consider the charges against him or her, accompanied with a written specification thereof, shall be considered as affording such member sufficient opportunity to present their defense.
Section 12. Written Ballot. Any action that the members may take at a meeting of the members may be taken without a meeting by written ballot pursuant to this Section. The secretary will mail or deliver a written ballot to every member entitled to vote on the matter setting forth the proposed action and providing an opportunity to vote for or against the proposed action. An action shall be approved by written ballot only if both (1) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting of the members; and (2) the number of approvals received equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve the matter (other than election of directors), and specify the time by which the ballot must be delivered to the corporation in order to be counted, which time shall not be less than seven days after the date the corporation delivers the ballot.
Section 13. Proxy Voting. A member may appoint a proxy to vote or otherwise act for the member by signing an appointment form authorizing another member to vote or act on his or her behalf. Any appointment of a proxy shall be effective on receipt by the secretary or other officer authorized to tabulate votes. The corporation may accept the proxy’s vote or other action as that of the member making the appointment.
ARTICLE IV
Officers
Section 1. Number. The Elected Officers of the Corporation shall be a President, President-Elect, Secretary/Treasurer, and at least three Board members.
Section 2. Qualifications. No person shall be eligible for election as an officer of this Society unless they are an Active member in good standing.
Section 3. President. The President shall be the chief executive officer of the Corporation and, subject to the direc¬tion of the Board of Directors, shall have general charge of the business, affairs, and property of the Corporation and general supervision over its other officers and agents. The President shall chair all meetings of the Board of Directors and shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 4. Secretary/Treasurer. The Secretary/Treasurer shall have charge of all the corporate books and records, keep the minutes of all meetings and proceedings of the Board of Direc¬tors, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, have charge of all financial books and records, receive and review financial reports for the Corporation, and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 5. President-Elect. In the absence of the President or in the event of his or her death, inability, or refusal to act, the President-Elect shall perform the duties and exercise the powers of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The President-Elect shall have such powers and perform such duties as, from time to time, may be assigned to him or her by the President or the Board of Directors.
ARTICLE V
Directors
Section 1. Powers of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number. The Elected Officers of the Corporation shall serve as Board of Directors. Subject to the foregoing limitations, the number of directors may be altered from time to time by a duly adopted resolution of the Board of Directors, provided that no decrease shall have the effect of shortening the term of any incumbent director.
Section 3. Election of Officers and Directors. The persons listed in the Corporation’s Article of Incorporation shall serve as the initial board of directors until the first annual meeting of the Members. Thereafter, the members at the annual meeting shall elect those Elected Officers, who shall then also serve as directors, whose terms are due to expire and each director elected shall hold office for the term for which he or she is elected or until his or her successor is elected or until his or her earlier death, resignation, or removal. At the meeting the nominations of the nominating committee shall be presented. Additional nominations may be taken from the floor at such meeting. If there is more than one nominee for an office, voting shall be by secret ballot. Each member shall have one vote for each position to be elected. The nominee receiving the highest number of votes in the election for each officer shall be elected to that position and to the Board of Directors. In lieu of an election at the annual meeting the Board of Directors may hold the election through written ballot, with such ballots to be returned prior to the annual meeting and the results of the election announced at the annual meeting.
Section 4. Term of Office. At the Society annual meetings, a number of Officers and Directors equal to the number whose term then expires shall be elected for terms of two years, with Officers elected on even-numbered years and Board members elected on odd-numbered years.
Section 5. Resignation. Any officer or director of the Corpora¬tion may resign at any time, by giving written notice thereof to the Corporation. Such resignation shall take effect at the time specified therein and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be neces¬sary to make it effective.
Section 6. Vacancies. Any vacancy occurring in an officer position or in the Board of Directors by reason of death, resignation, or removal, or any directorship to be filled by reason of an increase in the number of directors, shall be filled by the affirmative vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director, at a special, regular, or annual meeting. A person elected to fill a vacancy shall hold office until the next election of officers and directors when his or her successor is elected and qualified.
Section 7. Removal. A officer or director may be removed, with or without cause, at a meeting called expressly for that purpose, by a vote of a majority of the members or a majority of the directors entitled to vote.
Section 8. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such number is present at a meeting, the majority of the directors present may adjourn the meeting from time to time without further notice.
Section 9. Manner of Acting. The act of the 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 law, the Articles of Incorporation, or as otherwise provided in these Bylaws. Parliamentary procedure will be guided by Roberts' Rules of Order.
Section 10. Annual and Special Meetings. Meetings of the Board of Directors, annual or special, shall be held at such time, on such day, and at such place as the President or a majority of the Board of Directors shall designate, and may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, their participation in such a meeting to constitute presence in person.
Section 11. Notice. Notice of any meeting shall be delivered at least thirty days previous thereto by written notice delivered personally, by mail or by any other commercially acceptable means of business communication including, but not limited to, overnight mail, email or fax to each director at his or her address. If mailed, such notice shall be deemed to be delivered two business days after deposit in the United States mail, so addressed, by certified delivery with postage prepaid.
Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by the Articles of Incorporation or these Bylaws.
Section 12. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all directors entitled to vote consent thereto in writing specifically setting forth such action taken. Such consent shall have the same effect as a unanimous vote.
Section 13. Compensation and Expenses. Directors shall serve as such without compensation. Expenses incurred in con¬nection with the performance of their official duties may be reimbursed to directors upon approval of the Board of Directors. A director shall not be precluded from serving the Corporation in any other capacity nor from receiving compen¬sation for such services.
Section 14. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Direc¬tors at which action on any corporate matter is taken shall be presumed to have assented to the action 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 Secretary of the Corporation within ten days after the adjournment of the meeting, or at the time of the next meeting, whichever is sooner. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE VI
Committees
Section 1. Committees. The Board of Directors, by resolutions adopted by a majority of the full Board, may appoint such committee or committees as it shall deem advisable and with such rights, powers, and authority as it shall prescribe except as otherwise provided by law. Each such committee shall consist of one or more directors.
Section 2. Tenure. Each member of a committee shall continue as a member thereof until the expiration of his or her term as a director or his or her earlier resignation or death, unless sooner removed as a member or as a director.
Section 3. Committee Changes. The Board of Directors, with or without cause, may dissolve any committee or remove any member thereof at any time. The Board of Directors shall also have the power to fill vacancies in any committee.
Section 4. Executive Committee. The Board of Directors, by resolution adopted by a majority of the full board, may designate an Executive Committee consisting of one or more directors. One of the members of the Executive Committee shall be designated as Chair of the Executive Committee. To the extent provided in such resolution, the Executive Committee shall have and may exercise all the authority of the Board of Directors; provided, however, that the Executive Committee shall not have the authority of the Board of Directors in reference to any matter prohibited by law.
Section 5. Nominating Committee. The nominating committee shall consist of the three immediate past presidents active in the society, with the most recent Past President acting as Chair, or if such individuals are unable or unwilling to serve, such other persons as may be selected by the Board of Directors. The Nominating Committee will prepare a list of nominations which will be presented at the annual meeting of the members for all officers whose terms are set to expire. Further nominations for these offices may be made from the floor.
Section 6. Membership Committee. The membership committee shall consist of the Secretary/Treasurer, acting as Chair, along with the President, Past President, and one other member selected by the Chair. The Membership Committee shall be responsible for reviewing pending membership applications and presenting their recommendations to the Board of Directors. The membership committee shall also be responsible for handling any questions regarding member’s compliance with current Society membership policies and procedures.
ARTICLE VII
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances; provided, however, no loans shall be made by the Corporation to its directors or officers.
Section 3. Checks and Other Instruments. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VIII
Waiver of Notice
Whenever any notice is required to be given to any director of the Corporation, a waiver thereof in writing signed by such director, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE IX
Amendment of Bylaws
These Bylaws may be altered, amended, or repealed or new Bylaws adopted by a majority of the members eligible to vote. Such a vote could be conducted by mail, or by other commercially acceptable means of business communications including, but not limited to; overnight mail, email or fax to each member at his or her address. Notice regarding a meeting to consider changes to the bylaws, along with a ballot should be sent out no later than 30 days prior to the meeting. Ballots must be received no later than 7 days prior to the meeting. Voting members who plan on attending the meeting may vote in person.
ARTICLE X
Nonprofit Operation
The Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its members, directors or officers without full consideration. The Corporation may contract in due course with its members, directors and officers without violating this provision.
ARTICLE XI
Affiliated Transactions and Interested Directors
Section 1. Affiliated Transactions. No contract or other transaction between the Corporation and Interested Persons (as hereinafter defined), including the sale, lease or exchange of property to or from Interested Persons, the lending or borrowing of monies to or from Interested Persons by the Corporation or the payment of compensation by the Corporation for services provided by Interested Persons, shall be void or voidable because of the relationship or interest between the Corporation and the Interested Persons or because any Interested Person is present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such transaction or because his, her or their votes are counted for such purpose if:
(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or com¬mittee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of any Interested Person(s); or
(b) The contract or transaction is fair and reasonable to the Corporation at the time the contract or transaction is authorized, approved or ratified in the light of circumstances known to those entitled to vote thereon at that time.
As used herein, the term "Interested Persons" shall mean any member, director, or officer of the Corporation, or any corporation, firm, association or other entity in which one or more of the Corporation's members, directors, or officers are directors, officers or members or are financially interested.
Any person seeking to establish that a contract or transaction described herein is void or voidable for any reason set forth herein shall first prove, by a preponderance of the evidence, that the provisions of subparagraphs (a) and (b) of Section 1 are not applicable.
Section 2. Determining Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes, approves or ratifies the contract or transaction.
Section 3. Loans to Directors and Officers. Notwith¬standing anything herein to the contrary, the Corporation shall not lend money to or use its credit to assist its directors, whether or not employees, or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment of the loan.
Amended May, 2000
Amended June, 2003
Amended May, 2007
Amended May, 2010