ARTICLES OF INCORPORATION
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.
The name of the corporation is the INDO-AMERICAN SOCIETY OF NUCLEAR MEDICINE (hereafter referred to as “The Society”).
- The Society is a non-profit corporation.
- It shall be organized and operated exclusively for non-profit purposes. No part of it’s net earnings shall incur to the benefit of any officer, director, member or private individual. Nor shall it ever declare or provide to any of such persons any dividends or other distributions.
- Nothing herein shall prevent the payment of reasonable compensation for services rendered or the reimbursement of reasonable expenses incurred in connection with the Society’s activities.
The period of it’s duration is indefinite.
The general purpose of the Society is scientific, educational and philanthropic.
Educational objectives of the Society are to:
- Establish and maintain a national organization of persons of (Asian) Indian origin who have a common interest in the technological, scientific and clinical disciplines related to nuclear medicine.
- Disseminate information concerning nuclear medicine by sponsoring scientific meetings or by publications such as news letters.
- Support educational activities with third world nations, especially India, for the promotion of nuclear medicine which can result in bettering welfare of mankind and advance highest possible standards of education, research, and practice of nuclear medicine.
- Establish contacts with other organizations elsewhere exclusively for furthering these objectives.
- Sponsoring forums for expression and exchange of ideas on the topics of nuclear medicine and related fields in the Indian Sub-continent, Europe and America with the expressed understanding that the opinions expressed are those of the individuals and not of the Society.
The Society shall have no stocks or shares.
The Society’s membership shall be open to all 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.
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).
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.
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:
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,
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,
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)
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 13104
Signature of the Incorporator and
the Signature and the Seal of the
INDO-AMERICAN SOCIETY OF NUCLEAR MEDICINE
ARTICLE I. NAME
ARTICLE II. OBJECTIVES AND DURATION
(a) to establish and maintain an organization of physicians, scientists, and technologists, who are members in good standing, and others with a common interest in the scientific and clinical disciplines concerned with diagnostic therapeutic and investigational use of radionuclides.
(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.
(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.
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 monies 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 State 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.
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 corporation shall have only one (1) class of membership.
3.02 Membership: The membership of the Society shall be open to all individuals irrespective of sex, race, religion, creed or nationality sharing the objectives of the Society and abiding 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 Election of Members: All applications for membership shall be made in writing to the secretary of the Society on application blanks furnished for that purpose. The secretary shall submit all applications for election to either the Board of Directors or the Executive Committee. For such election a majority of votes of the Board of Directors or the Executive Committee is required.
3.05 Resignation: Any member may resign at any time, but such resignation shall not relieve the resigning individual from the payment of dues for the expired portion of the member’s current cycle billing year or give any right to rebate of dues paid or any right to a pro rate or other share of the assets of the Society. All resignations shall be made in writing to the secretary of the Society.
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 or any lawful rule or practice duly adopted by the Society, or any other conduct prejudicial or detrimental to the interests of the Society. 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 duly elected by the Board of Directors or Executive Committee 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 DUES
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 a 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
5.02 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. Notice of any special meetings shall be mailed to each member at his last recorded address at least ten (10) days in advance, with a statement of time and place and information as to the subject or subjects to be considered.
5.03 Telephone: 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 by means of which all persons participating in the meeting can 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.
5.04 Quorum: Five (5%) 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. 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:
- Call to order
- Reading of minutes of previous meeting
- Receiving communications
- Reports of officers
- Reports of committees
- Unfinished business
- New business
- Election of directors
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.
ARTICLE VI. BOARD OF DIRECTORS
6.02 Composition of the Board of Directors: The Board of Directors shall consist of the Immediate Past President and thirteen (13) additional persons.
6.03 Election: At the first meeting there shall be elected by ballot thirteen (13) directors of the Society, five (5) of whom shall be elected for a term of one year, four (4) for two years, and four (4) for three years. At each annual meeting of the Society thereafter, the number of directors whose terms expired shall be elected for a term of three years. Any director shall be eligible for re-election. 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.
6.04 Required Vote: At all meetings of the Board, each regular member shall have one (1) vote, and may take part and vote in person only. 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 on the first day of the fiscal year following election, or if elected after the first day of the fiscal year, then on the date of election. Each Director shall hold office until the end of the term or until the Director resigns or until a successor shall have been duly chosen and qualified. A Director may serve for more than one term.
6.07 Vacancies: Any vacancies that may occur on the Board by reason of death, resignation, or otherwise may be filled by the remaining members of the Board for the unexpired 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.
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 elect the officers, adopt appropriate resolutions as to annual dues and banking, and 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 five (5) 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, for the holding of any such special meeting. Notice of any special meeting of the Board of Directors shall be sent by United States mail, first class, postage prepaid, to each Director, addressed to him at his 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 for the transaction of business at any meetings of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors for the transaction of any business.
6.13 Chairman of the Board: The president of the Society shall be an ex-officio member of the Board Directors, shall be designated as the Chairman of the Board, and shall have no vote.
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
7.02 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.
ARTICLE VIII. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
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. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the Society.
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
9.02 Duties of the Executive Committee: The Executive Committee shall possess and may exercise all the powers of the Board of Directors between meetings of the Board, and in general shall be responsible for the coordination, planning and administration of all Society activities and for such other specific duties as may from time to time be assigned to it by the Board of Directors. The Executive Committee shall meet at the call of the President and shall report all actions taken by it to the next meeting of the Board of Directors. A majority of the members of the Executive Committee at the time in office who are entitled to vote shall constitute a quorum.
ARTICLE X. ELECTIVE OFFICERS
10.02 Qualifications for Office: Any member in good standing shall be eligible to nomination and election to any elective office of this Society, provided he shall have served at least one (1) year as a member of the Board of Directors at any time prior to an elective term of office.
10.03 Election: The officers set forth in Article X shall be elected by a plurality of the votes of the members present and voting at the annual meeting. 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 first day of the fiscal year following election, or if elected after the first day of the fiscal year, then on the date of election. Each officer shall hold office until the end of the fiscal year or until the officer resigns or until a successor shall have been duly chosen and qualified.
10.04 Term of Office: Each elected officer shall take office immediately upon election and shall serve the term designated with the elected office: President, one (1) year; President-elect, one (1) year; Vice President(s), one (1) year; Secretary, three (3) years; Treasurer, three (3) years.
10.05 Re-Election: Officers shall be eligible for re-election, except that they shall not serve more than two successive terms.
10.06 Vacancy or Disability in Office of President: In case of a vacancy, for any cause, in the office of President, or in the case of disability of the President, 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.
10.07 Vacancies or Disabilities in Other Elective Offices: In case of a vacancy, for any cause, in the office of the President-elect, any Vice President, the Secretary or the Treasurer, or in the case of disability of any of said officers, the Board of Directors 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
(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 a 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 President-elect: The President-elect shall succeed to the presidency. His duties shall be as delegated to him by the Board of Directors. The President-elect shall perform the duties of the President in the event of his inability to serve.
11.03 Vice Presidents: The Vice Presidents:
(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) In the absence of the president-elect or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in order of their election) shall perform the duties of the president-elect, and when so acting shall have all of the powers of and be subject to all of the restrictions upon the president-elect.
(d) Shall have such other powers and duties as may be prescribed by the Board of Directors, Executive Committee or the President.
11.04 Secretary: The secretary:
(a) Shall attend all meetings of the Board
(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 by laws or as required by law
(d) Shall be custodian of the records and of the seal of the Society and see that such seal is affixed to all documents the execution of which on behalf of the Society is duly authorized in accordance with the provisions of these by laws
(e) Shall keep a register of the address of each Director 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) Perform all the duties incident to the office of Treasurer.
(b) Have power to disburse such funds of the Society as shall be required in the conduct of its affairs and the carrying on of its activities.
(e) Have authority to sign any check, draft or other order of the Society for the payment of money, unless otherwise ordered by resolution adopted by the Board of Directors.
(d) 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.
(e) Provide for custody and safekeeping of all securities of the Society, subject to such custody arrangements as the Board of Directors may approve. The Treasurer and any member of the Committee on Finance designated by the Board of Directors, acting jointly, shall have the right of access to such securities.
(f) 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-thirds (2/3) vote by the Board of Directors whenever in its judgment the best interests of the Society would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
ARTICLE XII. APPOINTIVE OFFICERS
12.02 Terms of Appointment:The term of office of each appointive office shall be determined by the Board of Directors, but in no instance shall appointments be for a term of office in excess of three years.
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 APPOUMVE OFFICERS
(a) Implement the decisions of the Board of Directors and Executive Committee.
(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) Keep the roll of the membership of the Society.
(f) Give notice of meetings of the Society, of the Board of Directors and of the Executive Committee.
(g) Keep the minutes of the proceedings at such meetings.
(h) Preserve communications pertaining to the affairs of the Society.
(i) Have general charge of the operating activities of the Society.
(j) Employ and supervise and determine the compensation of the employees of the Society.
(k) Provide for divisions or departments for the effective conduct of the Society’s activities in accordance with the purposes of the Society.
(l) 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
The Nominating Committee shall nominate candidates for election at the next annual meeting of the members of the Society as directors of the Society for the following fiscal year.
The Nominating Committee shall report either to the Secretary or to the Executive Director on or before thirty (30) days prior to the date of the Annual Meeting of the Members of each year, stating the names of all such candidates. On or before thirty (30) days prior to the date of the Annual Meeting of the Members, the Secretary or the Executive Director shall publish in the Official Bulletin a complete list of such candidates. A total of not less than ten percent (10%) of the membership concurring may make additional nominations from the floor at the annual meeting.
14.02 Standing Committees: The following Standing Committees shall be appointed for terms as indicated, with continuity of membership provided within each committee. Appointments to Standing Committees shall be for terms of three, two or one year as determined by the President in order to provide for continuity. The President may appoint additional members to Standing Committees to serve during his elected term in office. Members appointed to committees may be removed by the President with either the concurrence of the Board of Directors or the Executive Committee. Each committee shall report its findings and conclusions to the Board of Directors and the Executive Committee with such recommendations for action as seem appropriate.
14.02.1 Committee on Education/Science of not less than two (2) members with three year terms with the Chairman to be appointed annually. The Committee shall have the responsibility for:
(a) Monitoring the development, implementation and operation of the Society’s educational activities.
(b) Advising and making recommendations to the Executive Committee and Board of Directors on proposed changes in the educational activities and policies of the Society.
14.02.2 Committee on Finance of not less than three (3) members to include the Treasurer of the Society. Two (2) members are to be appointed for three-year terms with the chairman to be appointed annually. It shall have the responsibility for the financial planning and policies of the Society’s affairs including the short and long-term budgets, the investment of funds, any memorial fund, any educational fund and such other Society financial matters as may be assigned to it from time to time.
In its budgetary functions this committee shall administer the development of current and long-term budgets of income and expenditures of the Society, recommend such budgets for approval, recommend the rate of dues, and review and report on actual performance against approved budgets. It shall assure that the accounting records, procedures and reports of the Society are adequate to enable this committee to effectively meet its budgetary responsibilities.
In its investment functions, through any investment sub-committee it shall review and report on the performance of institutions selected to invest the Society’s Reserve Fund, recommend changes in such selections when it deems they should be made, and recommend the engaging of investment advisors. It shall also advise on the short-term investment of surplus operating funds of the Society.
No personal liability shall attach to any members of this Finance Committee, the Board of Directors or the Executive Committee for losses resulting from the exercise of their judgment in the purchase or sale of securities, or in the exercise of their judgment in any decisions affecting the finances of the Society.
14.02.3 Committee on Membership of not less than two (2) members with two-year terms, with the Chairman to be appointed annually. It shall:
(a) Be responsible for the continuing growth in membership of the Society, both in the United States and in other countries.
(b) Examine and report on all matters relating to, and develop plans for maintaining and increasing the membership of the Society.
(c) Review and appraise the effectiveness of all classes of material to be distributed to prospective members.
(d) Be responsible for conformity to the Bylaws in the admission of members and in the maintenance of their membership.
14.02.4 Program Committee shall be composed of a Chairman appointed by the President and not less than two (2) and not more than ten (10) members. It shall be the duty of the committee to plan and implement well coordinated programs which are properly called, planned and conducted, and that are carried out in a way that will bring credit to those attending and to the Society.
14.03 Other Committees and Assignments: The Board of Directors or the Executive Committee may from time to time establish other committees for any purposes deemed desirable and assign to standing or other committees any appropriate subject for study and action.
14.04 Committee Appointments: The President from time to time in office shall have the authority to appoint the chairmen of the standing committees named in Article XIV, Sections 14.01, 14.02 and 14.03.
Subject to the Bylaws the President shall have authority to make appointments to all other committees. Unless otherwise stipulated in the Bylaws or provided for by action of the Board of Directors, the terms of all committee members shall expire at the end of the fiscal year of appointment.
ARTICLE XV. GENERAL
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 and 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 the 31st 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 or 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 the revocation 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. DISTRIBUTIONS
ARTICLE XVII. DISTRIBUTION OF ASSETS UPON DISSOLUTION
(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.