IASNM
We, the undersigned persons of the age of twenty-one or more, at least two of whom are
residents of the State of Texas, acting as incorporators of a corporation under the Texas Non-profit Corporation Act, hereby adopt the following articles of incorporation.
ARTICLE I – NAME
The name of the corporation is INDO-AMERICAN SOCIETY OF NUCLEAR MEDICINE (here after referred to as “The Society”).
ARTICLE II – NON-PROFIT CHARACTER
ARTICLE III – DURATION
The period of its duration is indefinite.
ARTICLE IV – PURPOSE
The general purpose of the Society is scientific, educational and philanthropic.
Educational objectives of the Society are to:
ARTICLE V – STOCK
The Society shall have no stocks or shares.
ARTICLE VI – MEMBERSHIP
The Society’s membership shall be open to all qualified individuals (irrespective of race, religion, creed or national origin) sharing the objectives of the Society and abiding by articles of incorporation and Bylaws of the Society. The classes of members and qualifications and rights of each class shall be set forth in the Bylaws.
ARTICLE VII – DISPOSITION OF ASSETS ON DISSOLUTION
On dissolution, liquidation or discontinuation of the Society (whether voluntary or involuntary) the net assets shall be distributed as determined by the corporation but only to one or more educational or charitable organizations exempt from Federal Income Tax under section 501(c)3 of the Internal Revenue Code 1954 (or corresponding provisions of any future laws).
ARTICLE IX – ADDRESS
The street address of the initial Registered Office of the Society is 6914 Mill Falls Drive, Dallas, Texas 75248, and the name of its initial registered agent at this address is Dr. Padmakar Kulkarni.
ARTICLE X – DIRECTORS
The number of directors consisting the initial Board of Directors of the Society is and the names and addresses of the persons who are to serve as the initial directors are:
Name and Address
1. Dr. Gopal Subramanian, President
4594 Pauli Drive Manlius, New York 13104
(Citizen of USA, Resident of New York)
2. Dr. Bharat Kumar, Vice President
376 Dungate Drive, Chesterfield, MO 63017
(Citizen of USA, Resident of Missouri)
3. Dr. Chaitanya Chandarlapaty, Secretary
8921 SW 175 Terrace Miami, Florida 33157
4. Dr. Padmakar Kulkarni, Treasurer
6914 Mill Falls Drive Dallas, Texas 75248
(Citizen of USA, Resident of Texas)
5. Dr. Garimella Rayudu, Chairman Finance Committee
6. Dr. G.T. Krishnamurthy, President Elect (Citizen of USA)
7570 S.W. Westgate Way
Portland, OR 97225
7. Dr. Lalitha Ramanna, Member P.O. Box 48750
Los Angeles, California 90048
8. Dr. Lakshman Rao Chervu, Member
36 Lincoln Street
Larchmont, New York 10538
(Citizen of USA, Resident of New York)
9. Dr. Vijay M. Varma, Member
8750 Brickyard Road
Potomac, Maryland 20854
(Citizen of U.S.A., Resident of Maryland)
Signature
ARTICLE XI – INCORPORATORS
We hereby propose and adopt the preceding articles (total 11) of incorporation of “Indo-
American Society of Nuclear Medicine” acting as incorporators of the corporation under the
Texas Non-profit Corporation Act.
Name and Address
1. Dr. Padmakar Kulkarni
6914 Mill Falls Drive
Dallas, Texas 75248
2. Dr. C. Venkata S. Ram
10120 Cimmaron Trail
Dallas, Texas 75243
3. Dr. Gopal Subramanian
4594 Pauli Drive
Manlius, New York 131045
Signature of the Incorporator and the Signature and the Seal of the Notary Public
Signed and sworn before me on this day February 23, 1984 in Dallas, Texas. Given under my
hand and seal of office, this the 23rd day of February, A.D., 1984.
“My commission expires the 13th day of April, 1985.”
INDO-AMERICAN SOCIETY OF NUCLEAR MEDICINE
BYLAWS
ARTICLE I – NAME
1.01 Name: The name of the corporation shall be INDO-AMERICAN SOCIETY OF
NUCLEAR MEDICINE.
ARTICLE II – OBJECTIVES AND DURATION
2.01 Objectives: The objectives of the Society shall be:
(a) to establish and maintain an organization of nuclear medicine and other health care
professionals interested in nuclear medicine, who are members in good standing.
(b) to foster meetings of the organization for the purpose of communicating and discussing
knowledge of nuclear phenomena as they apply to the better understanding and control of
diseases.
(c) to disseminate information concerning nuclear medicine by sponsoring scientific and
professional publications, meetings and conferences.
(d) to strive to better the welfare of mankind by maintaining and advancing the highest possible
standards of education, research and practice of nuclear medicine.6
(e) to carry on any other charitable, educational and scientific activities to further the objectives
as mentioned above.
(f) to conduct such investigations, studies and research as may be necessary and advisable to
compile factual data and gather information, the knowledge of which would be useful and
valuable to the members of the Society.
(g) to identify and study problems and issues peculiar to the field of nuclear medicine.
(h) to support health, scientific and other public service organizations in order to preserve and
improve the integrity and standards of the field professionally and technologically, and thereby
to advance generally the science of nuclear medicine.
(i) to acquire and disseminate to the public, consumers and interested organizations scientific
information that may be of value to them.
(j) to promote the effective utilization of nuclear medicine technology in public, private, and
educational settings.
(k) to promote better patient care with Nuclear Medicine by facilitating education, research and
collaboration.
IN FURTHERANCE, and not in limitation, of the general powers conferred by the laws of the
State of Texas and the objectives and purposes herein set forth, it is expressly provided that the
Society shall also have the following powers:
To borrow or raise funds for any of the purposes of the Society and, from time to time, without
limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts,
bills of exchange, and other negotiable and non-negotiable instruments and evidences of
indebtedness.
To purchase, lease, accept and receive by gift, devise or bequest, hold, sell, mortgage, or
otherwise acquire, dispose of or deal in and with real and personal property of all kinds; to enter
into, make, perform, carry out and enforce any contract, agreement or transaction which it may
desire to enter into, pursuant to any of its general purposes, with any person, firm, corporation,
trust or corporation, and to do and perform any and all acts and things necessary or expedient for
carrying on any and all of the objectives and purposes of the Society not forbidden by its Articles
of Incorporation or Bylaws or by the laws of the United States of America or the State of Texas.
To have offices and promote and carry on its objectives and purposes within or without the State
of Texas, in other states, the District of Columbia, and the territories, colonies, possessions and
dependencies of the United States of America.
Subject to the provisions of its Articles of Incorporation and Bylaws, to do, perform and engage
in such other acts, things, business, transactions and operations as may be incidental to, or that
may facilitate, the business and general purposes of the Society.7
In general, to have all of the powers conferred upon a Society by the laws of the State of Texas,
except as herein prohibited or forbidden by the Bylaws of the Society; and to do any and all of
the things, hereinbefore set forth to the same extent as natural persons might or lawfully could
do.
The enumeration herein of specific purposes shall not be construed as limiting or restricting in
any way the undertaking of such functions as shall advance the general purposes above
enumerated.
ARTICLE III – MEMBERSHIP
3.01 Class of Members: The Society shall have only one (1) class of membership.
3.02 Membership: The membership of the Society shall be open to all individuals irrespective
of gender, race, religion, creed or nationality. Members will be expected to share the objectives
of the Society and abide by the articles of incorporation and Bylaws of the Society.
3.03 Voting: Each member shall be entitled to one vote on all matters.
3.04 Membership: An individual becomes a member on the payment of applicable fees.
3.05 Resignation: All resignations shall be made in writing to the secretary of the Society. The
annual Membership fees once paid will not be refunded.
3.06 Suspension and Expulsion: Any member may be suspended or terminated for cause.
Sufficient cause for such suspension or termination of membership shall be violation of the
Bylaws. Suspension or expulsion shall be by two-thirds vote of the entire membership of the
Board of Directors; provided that a statement of the charges shall have been sent by certified or
registered mail to the last recorded address of the member at least twenty (20) days before final
action is taken thereon. This statement shall be accompanied by a notice of the time and place of
the meeting of the Board of Directors at which the charges shall be considered and the member
shall have the opportunity to appear in person and/or to be represented by counsel to present any
defense to such charges before action is taken thereon.
3.07 Members in Good Standing: All members who maintain their membership by payment of
dues as required under the Bylaws and who otherwise qualify shall be considered in good
standing and entitled to full privileges of membership.
ARTICLE IV – ASSOCIATION FEES AND DUES8
4.01 Annual Dues: The annual dues for the Society shall be determined by the Board of
Directors. The period to be covered by the dues shall coincide with the fiscal year of the Society,
and there shall be no proration of Annual dues.
4.01a Every member can choose to become a life member by paying an initial amount as
determined by the Board of Directors. Such members will be exempt from annual membership
fees.
4.02 Termination for Non-Payment of Dues: The Board of Directors shall establish a grace
period during which a member shall not be terminated for non-payment of dues. If payment is
not received by the end of the grace period (unless the dues have been waived under other
provisions of these Bylaws) the member shall be terminated and shall be so notified by the
Secretary.
4.03 Reinstatement: Any individual or agencies whose membership has been terminated for any
reason except expulsion may be considered for reinstatement upon submission of new
application for membership, accompanied by a reinstatement fee as may have been determined
by the Board of Directors.
4.04 Power to Waive: The Board of Directors may cancel or waive payment of any dues,
assessments, or other indebtedness of a member for any period.
4.05 Other Fees: Other funds for the Society may be derived from such sources as, but not
limited to, the payment of a registration fee for attendance at scheduled educational seminars,
programs or subscriptions, which fee may be fixed by the Board of Directors, from contributions
which may be accepted by the Board, or from any other source authorized by law.
4.06 Contributions: Contributions may be accepted by the Board of Directors from any source
authorized by law.
ARTICLE V – MEETINGS
5.01 Annual: Every attempt shall be made to coincide the annual meeting of the Society with the
Annual meeting of the Society of Nuclear Medicine and Molecular Imaging, for election of
members of the Board of Directors, for receiving the annual reports, and the transaction of other
business. Notice of such meeting shall be posted on the Society’s web site.
5.02 Special: Special meetings of the Society membership may be called by the President, the
Executive Committee or the Board of Directors, or shall be called by the President upon the
written request of two-thirds of the total members of the Society.
5.03 Virtual Meetings: Subject to the provisions required or permitted by these Bylaws for
notice of meetings, unless otherwise restricted by the articles of incorporation or these Bylaws,
members of the Society, members of the Board of Directors of the Society, or members of any
committee designated by such Board may participate in and hold a meeting of such members,
Board or committee by means of conference telephone or similar communications equipment by9
means of which all persons participating in the meeting can at least hear each other, and
participation in a meeting pursuant to this Section shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not lawfully called or
convened. Votes can be cast in such meetings as specified in 5.05.
5.03a Hybrid meetings: It will be acceptable in a meeting for some members to be present face-
to-face and some members to be present virtually.
5.04 Quorum: Ten (10%) percent of the members shall constitute a quorum at the meeting of
the members of the Society. If a quorum shall not be present at any such meeting or any
adjournment or adjournments thereof, a majority of such members as are present and entitled to
vote thereat, or, in the absence of all of such members, any officer entitled to preside at, or to act
as secretary of, such meeting, may adjourn such meeting from time to time, without notice other
than by announcement at the meeting, until a quorum shall be present. At any duly adjourned
meeting at which a quorum shall be present any business may be transacted which might have
been transacted at the meeting as originally called.
5.05 Proxy: At all meetings of the members of the Society, of the Board of Directors and of all
committees, votes shall be cast in person. There shall be no voting by proxy. Virtually present
members in a meeting can vote, by voice or other electronic means. E-mailed votes will be
acceptable if specially called for in a meeting. There shall be no voting by mail except as
specifically provided for in the Bylaws.
5.06 Order of Business: The order of business at meetings shall be as follows:
1. Call to order
2. Reading of minutes of previous meeting
3. Receiving communications
4. Reports of officers
5. Reports of committees
Standing
Special
6. Unfinished business
7. New business
8. Election of directors
9. Election of officers
10. Adjournment
The order of business may be altered or suspended at any meeting by a majority vote of the
members present. The usual parliamentary rules as laid down in the latest edition of “Robert’s
Rules of Order” shall govern all deliberations, when not in conflict with these Bylaws.10
ARTICLE VI – BOARD OF DIRECTORS
6.01 Responsibilities: The Board of Directors shall have supervision, control and direction of
the affairs of the Society, shall determine its policies or changes therein within the limits of the
Bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its
funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed
advisable, and may, in the execution of the powers granted, appoint such agents as it may
consider necessary.
6.02 Composition of the Board of Directors: The Board of Directors shall consist of nine (9)
persons.
6.03 Election: Two members of the board of directors shall be elected each year by members in
good standing. Each member of the Board shall be elected for a term of three years. Directors
shall, upon election, immediately enter upon the performance of their duties and shall continue in
office until their successors shall be duly elected and qualified, or unless they resign, are
removed, or are otherwise unable to fulfill an unexpired term.
6.03a Special provision for 2023
2023 – A total of nine Board Members will be elected. Three for a term of 3 years, three for
two years and three for one year.
2024 onwards – A total of three members Board Members will be elected each year.
6.04 Required Vote: At all meetings of the Board, each regular member shall have one (1) vote,
and may take part and vote in person or by any electronic mode. Unless otherwise specifically
provided by these Bylaws, a majority vote of those Board members present and voting shall
govern.
6.05 Qualifications for Office: Any member in good standing shall be eligible to nomination
and election as a director.
6.06 Term of Office of Directors: Each Director shall take office from the day of election and
hold office for a term of three years. A Director on reelection may serve for up to two
consecutive terms. After finishing two consecutive terms, a Director can run again for office
after a gap of one year.
6.07 Vacancies: Any vacancies that may occur on the Board by reason of death, resignation, or
otherwise could be filled by election at the next Annual Meeting for remainder of the outgoing
Director’s term. The Board will have the option of not filling the vacancy for remainder of the
term.
6.08 Resignation or Removal: Any Director may resign at any time by giving written notice to
the president, the secretary or to the Board of Directors. Such resignation shall take effect at the
time specified therein, or, if no time is specified, at the time of acceptance thereof as determined
by the president or the Board. Any Director may be removed by a two-thirds (2/3) vote of the
Directors at any regular or special meeting at which a quorum is present.11
6.09 Annual Meetings: An Annual Meeting of the Board of Directors shall be held each year
immediately following the Annual Meeting of the Society as provided in Section 5.01 of these
Bylaws. At the meeting, the directors then in office shall transact any other appropriate business.
6.10 Regular Meetings: Regular Meetings of the Board of Directors shall be held at such places
at such times as the Board shall from time to time determine.
6.11 Special Meetings: Special meetings of the Board of Directors shall be held whenever called
by the President, or by any three (3) of the directors then in office or upon demand of a majority
of the members in good standing. The person or persons authorized to call special meetings may
fix the time and place, either within or without the State of Texas, or virtual for the holding of
any such special meeting. Notice of any special meeting of the Board of Directors shall be sent
by e-mail to the e-mail address as shown on the records of the Society at least ten (10) days
before the day on which such meeting is to be held.
6.12 Quorum and Voting: Five (5) members of the Board of Directors present shall constitute a
quorum.
6.13 Members of the Board of Directors shall elect from among themselves, a President, Vice
President, Secretary and a Treasurer with responsibilities as defined in Article XI.
6.14 Compensation: Directors as such shall not receive any stated salaries for their services, but
by resolution, the Board of Directors may fix a sum to reimburse a Director for expenses of
attendance at each regular or special meeting of the Board; but nothing herein contained shall be
construed to preclude any director from serving the Society in any other capacity and receiving
compensation thereof.
6.15 Informal Action by Directors: Any action required by law to be taken at a meeting of
directors, or any action which may be taken at a meeting of directors, may be taken without a
meeting if a consent in writing setting forth the action so taken shall be signed by all of the
directors.
ARTICLE VII – INDEMNIFICATION OF DIRECTORS AND OFFICERS
7.01 Power to Indemnify: The Society shall have the power, as set forth in the Texas Revised
Statutes Annotated, Article 1396-2.22A, to indemnify any director, officer or employee or
former director, officer or employee of the Society for expenses and costs (including attorneys’
fees) actually and necessarily incurred by him/her in connection with any claim asserted against
him/her, by action in Court or otherwise, by reason of his/her being or having been such director,
officer or employee. The foregoing right of indemnification shall be in addition to and not
exclusive of all other rights to which such director, officer or employee may be entitled.
7.02 Power to Purchase Insurance: The Society shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee, or agent of the
Society as set forth in the Texas Revised Statutes Annotated, Article 1396-2.22A.12
ARTICLE VIII – CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
8.01 Contract Execution: The Board of Directors may authorize any officer or officers, agent or
agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of the Society. Such
authority may be general or confined to specific instances.
8.02 Checks and Drafts: All checks, drafts, or orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the Society shall be signed by such officer or
officers, agent or agents of the Society and in such manner as shall from time to time be
determined by resolution of the Board of Directors. All monetary instruments above $10,000.00
will be signed by at least two authorized signatories.
8.03 Deposits: All funds of the Society shall be deposited from time to time to the credit of the
Society in such banks, trust companies, or other depositories as the Board of Directors may
select.
ARTICLE IX – EXECUTIVE COMMITTEE
9.01 Executive Committee: The Executive Committee of the Society shall consist of the
members of the Board of Directors and one Executive Director to be appointed by the Board.
ARTICLE X – ELECTIVE OFFICERS
10.01 Elective Officers: The elective officers shall be the President, one Vice President, the
Secretary and the Treasurer. These four officers shall be elected annually by the incoming Board
members amongst themselves at the Society’s annual meeting. Majority of the votes cast shall
elect.
10.02 Only Board members shall be eligible for the offices mentioned in 10.01,
10.03 Election: If, for any reason, any such officers are not elected at the annual meeting, they
may be elected as otherwise provided in the Bylaws. Each officer shall take office on the date of
election.
10.04 Term of Office: Each elected officer shall take office immediately upon election and shall
serve a term of one year.
10.05 Re-Election: Officers shall be eligible for re-election, except that they shall not serve
more than two successive terms.
10.05a Under exceptional circumstances, if there are no Board members found who are willing
to run for elected office, the incumbent elected officer’s tenure can be extended one year at a
time as long as the officer remains on the Board member.13
10.06 Vacancy or Disability of elected officer: In case of a vacancy or disability, for any cause,
the Board of Directors, at a special meeting as provided for in Section 5.03, shall elect a
successor who shall serve for the unexpired portion of the term or, in the case of disability, until
the disability ceases.
ARTICLE XI – DUTIES OF ELECTIVE OFFICERS
11.01 President: The President shall be the head of the Society, and shall:
(a) Preside at all meetings of the members of the Society, of the Board of Directors and of the
Executive Committee.
(b) Be ex-officio member of all committees.
(c) Exercise general supervision of the affairs of the Society.
(d) See to the enforcement of the Bylaws.
(e) See to the carrying out of all orders and resolutions of the Board of Directors and of the
Executive Committee.
(f) Keep the Board of Directors fully informed and shall consult it concerning the business and
activities of the Society.
(g) Make on behalf of the Board an annual report to the members of the Society.
(h) Designate annually, subject to the confirmation of the Board of Directors, the chairmen of the
standing and special committees unless otherwise provided under these Bylaws.
(i) Perform such other duties as are set forth in the Bylaws or shall be assigned by the Board of
Directors or the Executive Committee.
11.02 Deleted as no President elect
11.03 Vice President:
(a) Shall be responsible for contacts with members at conference and at meetings, area councils
and other operating units and at such other occasions as the Board of Directors or Executive
Committee may designate.
(b) May also be designated to serve as official representatives of the Society at the meetings of
other groups.
(c) Shall have such other powers and duties as may be prescribed by the Board of Directors,
Executive Committee or the President.
11.04 Secretary:
(a) Shall attend all meetings of the Board and keep minutes of the same.
(b) Shall keep or cause to be kept in books provided for the purpose, the minutes of such
meetings
(c) Shall see that all notices are duly given in accordance with the provisions of these bylaws or
as required by law14
(e) Shall keep a register of the address of each member of the Society; see that the books, reports,
statements, certificates, and other documents and records required by law are properly kept and
filed
(f) Shall sign such instruments as require the signature of the secretary
(g) And, in general, perform all the duties incident to the office of secretary.
11.05 Treasurer: The Treasurer shall have general supervision of the financial affairs of the
Society and shall:
(a) Review all financial statements (e.g. bank account statement(s), pay pal account statement,
investment account statement(s)) on a monthly basis sent by the Executive Director and
acknowledge having reviewed them. Will the F. statement be shared with the members?
(b) The Treasurer will not have the authority to operate the accounts of the Society.
(c) Make financial statements to the Board of Directors, to the Executive Committee and to the
membership at its annual meeting in such form and frequency as they may direct.
(d) Perform such other duties as may from time to time be assigned to him by the Board of
Directors or the Executive Committee.
11.06 Officers Pro Tem: If at any meeting of the members of the Society, of the Board of
Directors, or of the Executive Committee, the President is absent, and no one authorized to
perform the duties is present, then a Chairman pro tem shall be selected by the members present.
11.07 Removal: Any officer elected or appointed by the Board of Directors may be removed
upon a two-third (2/3) votes by the Board of Directors whenever the best interests of the Society
will be served thereby.
ARTICLE XII – APPOINTIVE OFFICERS
12.01 Appointive Officers: The appointive officers of the Society may be an Executive Director
and such other designated appointive officers as the Board of Directors may determine.
12.02 Terms of Appointment: The term of office of each appointive office shall be determined
by the Board of Directors for two years at a time with no term limits.
12.03 Additional Officers and Agents: The Board of Directors may from time to time appoint
such additional officers, agents, and employees of the Society as the Board may deem necessary
or advisable, including a general counsel, assistant vice presidents, and assistants to the secretary
and treasurer.
ARTICLE XIII – DUTIES OF APPOINTIVE OFFICERS
13.01 The Executive Director: The Executive Director, subject to the control of the Board of
Directors and of the Executive Committee, shall be the principal administrative officer of the
Society and shall:
(a) Implement the decisions of the Board of Directors and Executive Committee.15
(b) Keep under supervision the books and financial records of the Society.
(c) Keep under supervision the books and financial records of the Society. Receive and deposit to
the credit of the Society all monies due and payable to the Society from any source whatsoever
in such banks, trust companies or other depositories as the Board of Directors may designate.
(d) Keep proper account of all such monies received and all monies disbursed on behalf of the
Society and of all records in connection therewith.
(e) Give notice of meetings of the Society, of the Board of Directors and of the Executive
Committee.
(f) Keep custody of the minutes of the proceedings at such meetings as prepared by the Secretary
and approved by the Board.
(g) Preserve communications pertaining to the affairs of the Society.
(h) Have general charge of the operating activities of the Society.
(i) Employ and supervise and determine the compensation of the employees of the Society if any.
(j) Provide for divisions or departments for the effective conduct of the Society’s activities in
accordance with the purposes of the Society.
(k) Perform such other duties as may be assigned by the Board of Directors or Executive
Committee.
In the event of the temporary disability of the Executive Director, the Executive Committee shall
designate an Acting Executive Director to perform the duties of the Executive Director. If at any
meeting of the members of the Society, of the Board of Directors, or of the Executive
Committee, the Executive Director is absent, and no one authorized to perform the duties is
present, then an Executive Director pro tem shall be selected by the members present.
13.02 Other Appointive Officers: Other appointive officers shall be assigned responsibility for
such activities as the Executive Director, with the approval of the Executive Committee, may
determine, and they shall report to and be responsible to the Executive Director.
ARTICLE XIV – COMMITTEES
14.01 The President acting alone, or the Board by a majority decision can appoint a committee
from among other Board Members or other members of the Society on an as needed basis.
Composition and responsibilities of such committees will be decided as and when such
committees are formed.
ARTICLE XV – GENERAL
15.01 Auditors: The Board of Directors may each year designate a firm of Certified Public
Accountants to act as auditors for the Society for the current fiscal year.
15.02 Fidelity Bond: Such elected officers and members of committees as may be determined
by the Board of Directors from time to time, the Executive Director, and employees of the
Society who are responsible for collection, disbursement, investment or safekeeping of funds
shall give bond for the faithful performance of their duties, the bond to be in such form and16
amount as shall be prescribed by the Executive Committee and approved by the Board of
Directors.
15.03 Fiscal Year: The fiscal year of the Society shall end at the close of business on the31st
day of March each year.
15.04 Notices: Any notice to members or to any Officer or Director shall be deemed sufficiently
given if mailed to the last post office address furnished to either the Secretary or the Executive
Director.
15.05 Seal: The Board of Directors may adopt a common seal for the Society to be in such form
and to be used in such manner as the Board shall direct.
15.06 Official Bulletin: The Society may publish an Official Bulletin which shall be mailed to
all members. All official and legal notices required to be issued by the Secretary or the Executive
Director to the membership shall be considered as so issued when published in the Official
Bulletin.
15.07 Activities: With the object of performing service for the general benefit of its members
and others the Society may undertake such activities as in the sole discretion and judgment of the
Board of Directors are designed to promote and develop the Society and to carry into effect the
purposes stated in the Bylaws, including the establishment of divisions or sections to meet
specialized interests and needs, provided that the rights and privileges of all members are in no
way restricted.
15.08 Chapters: Chapters or other operating units of the Society may be established by charter
wherever the Board of Directors may approve, subject to such regulations as to membership,
organization procedures, and financial relationship with the Society as the Board of Directors
and Bylaws may prescribe. No regulations or restrictions shall be established by the Board of
Directors on chapters which shall restrict a member in electing to be affiliated with a chapter or
to elect to enjoy the benefits of Society membership without chapter affiliation.
Charters of chapters or other operating units may be revoked at any time in such manner and
after such investigation as the Board of Directors may deem necessary. Upon there vocation of a
charter, all funds in the chapter or operating unit treasury and all chapter or other operating unit
records shall be delivered to either the Treasurer or the Executive Director.
15.09 Order of Business at Meeting: The latest edition of Robert’s Rules of Order shall govern
all meetings of the Society, of the Board of Directors, of the Executive Committee, and of all
other committees on any point not covered by the Bylaws.
15.10 Number and Gender: Whenever the context so indicates, the masculine, feminine or
neuter gender, and the singular or plural number, shall each be deemed to include the other.
ARTICLE XVI – DISTRIBUTIONS17
16.01 No dividend shall be paid and no part of the income of the Society shall be distributed to
any member, director or officer directly or indirectly, in money, property, or services. The
Society may pay compensation in a reasonable amount to its members, directors, officers or
employees for services rendered.
ARTICLE XVII – DISTRIBUTION OF ASSETS UPON DISSOLUTION
17.01 At any time that dissolution of the Society is authorized, pursuant to law, the Board of
Directors shall apply and distribute its assets as follows:
(a) All liabilities and obligations of the Society shall be discharged or adequate provision made
therefore.
(b) Assets held on condition requiring return or other disposition in case of dissolution shall be
so returned or disposed of.
(c) All other assets shall be distributed to such other societies, associations, or corporations,
organized and operated not for-profit and exempt from federal income tax under Section 501(c)
of the Internal Revenue Code of 1954 as in the judgment of the Board of Directors will best
serve the purpose for which this Society is organized.
ARTICLE XVIII – AMENDMENTS
18.01 These Bylaws may be altered, amended, or repealed, in whole or in part, and new Bylaws
may be adopted by a two-thirds (2/3) vote of the entire membership given at any annual, regular
or special meeting of the members duly convened and held, or virtually as specified in Article
5.03 provided that ten (10) days written notice of such meeting shall be provided and that said
notice shall state that its purpose is to alter, amend, or repeal the Bylaws or adopt new Bylaws.
These Bylaws may be amended by a two-thirds (2/3) majority vote.
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