BYLAWS OF THE UNITED STATES CUTANEOUS LYMPHOMA CONSORTIUM
Revised 3/19/2015
ARTICLE I
Offices
SECTION 1. REGISTERED OFFICE.
The United States Cutaneous Lymphoma Consortium (hereinafter the “Society” or “Corporation”) shall continuously maintain in the District of Columbia a Registered Office and a registered agent whose business office is identical with such registered office, and it may have other offices within or without the state.
SECTION 2. PRINCIPLE OFFICE.
The Principle Office of the Society shall be in North America at such location as the Board of Directors shall determine.
ARTICLE II
Objective
The official purposes of the Corporation are as specified in the Articles of Incorporation. The Society is a society organized not for profit, in accordance with the provisions of section 501(c)(3) of the Internal Revenue Code. The main objective of the Society is to establish an organization of physicians with expertise in cutaneous lymphomas to (1) create a national registry of patients with cutaneous lymphomas, (2) develop and participate in cooperative clinical trials of cutaneous lymphomas and/or other collaborative/cooperative research projects, 3) develop guidelines of therapy for cutaneous lymphomas, (4) develop a national tissue bank for cutaneous lymphomas.
ARTICLE III
Members
SECTION 1. CLASSES OF MEMBERS.
The Society shall have four classes of members. The designation of each class and the qualifications of the members shall be as follows: Active Members, Associate Members, Trainee Members, and Honorary Members.
SECTION 2. ELIGIBILITY, OBLIGATIONS AND RIGHTS.
Active Members: Physicians who are licensed to practice medicine in the United States who are engaged in the diagnosis and treatment of patients with cutaneous lymphomas and non-physicians actively engaged in research in the United States on cutaneous lymphoma are eligible for Active Membership. The Society is a multidisciplinary society and members from various specialties including dermatologists, oncologists, pathologists, and radiation oncologists are encouraged to join and participate. Active membership implies that the member will contribute to the USCLC registry and participate in other Society activities. Active Members shall have the right to attend membership meetings, participate in discussions, to vote, to hold elective office, to accept appointment to committees and councils and to be considered for membership in the Society’s Clinical Trials Network. Active Members shall be obligated to pay all dues and assessments, and to observe all Bylaws and regulations imposed by the Society.
Associate Members: (1) non-physicians who are actively engaged in either the care or support of patients with cutaneous lymphoma or (2) physicians or non-physicians who are primarily engaged in the education of patients or physicians about cutaneous lymphoma. Associate members shall have the right to attend membership meetings, to participate in discussions, may be appointed to committees or councils but may not vote or hold office. Associate members shall be obligated to pay all dues or assessments and to observe all Bylaws and regulations imposed by the Society.
Trainee Members: Residents, fellows, post-doctoral Fellows and graduate students, who are engaged in the diagnosis and treatment of cutaneous lymphomas or in research in the area of cutaneous lymphoma are eligible for Trainee membership. Trainee Members shall have the right to attend membership meetings and to participate in discussions, but may not be appointed to committees, vote or hold office Trainee Members shall be obligated to observe all Bylaws and regulations imposed by the Society. Trainee Members shall be not be obligated to pay dues or assessments but shall be required to pay registration fees and fees for social events.
Honorary Members: Physicians and non-physicians who are currently or in the past engaged in the diagnosis and treatment of patients with cutaneous lymphomas or in research and education in the area of cutaneous lymphoma are eligible for honorary membership upon election and invitation to this position by the Society. Honorary Members shall have the right to attend membership meetings, to participate in discussions and to accept appointment to committees, but not to vote or hold office. Honorary Members shall be obligated to observe all Bylaws and regulations imposed by the Society. Honorary Members shall not be obligated to pay dues or assessments but shall be required to pay registration fees and fees for social events.
International members: Physicians and non-physicians who are currently engaged in research or in the diagnosis and treatment of patients with cutaneous lymphoma outside the United States are eligible for international membership. International members shall have the right to attend membership meetings, to participate in discussions, to accept appointment to committees, to vote and to be elected to the position of Director but not to be nominated as an officer of the Society. International members shall be obligated to pay all dues or assessments and shall be obligated to observe all Bylaws and regulations imposed by the Society.
SECTION 3: ELECTION OF MEMBERS.
The Board of Directors will consider the applications of those individuals applying for Active, Associate, Trainee or International membership and those applicants who receive equal to or greater than 2/3 vote by the Board will be approved for Active, Associate, Trainee or International membership. Those applicants who receive less than two-thirds vote by the Board of Directors will have their membership application either rejected or tabled for further discussion. Any rejected applicant may reapply for membership in the Society in the future. The Board of Directors will consider the nominations for Honorary Membership and those nominations that receive equal to or greater than ¾ vote by the Board will be approved for Honorary Membership. Those nominees who receive less than three-fourths vote by the Board of Directors will not be extended an invitation for Honorary Membership but may be nominated again in subsequent years. At the Annual General Meeting following the review, the names of the applicants approved by the Board of Directors for membership in the various membership categories will be announced.
SECTION 4: VOTING RIGHTS.
Each Active Member shall be entitled to one vote on each matter submitted to a vote of the Active members.
SECTION 5: DUES AND ASSESSMENTS.
Dues and assessments for Active Members and for Associate Members shall be approved by the Board of Directors and ratified at the Annual General Meeting by majority vote. Membership is renewed annually by payment of dues assessments, which shall be paid in advance. Payments overdue by 90 days shall result in loss of voting rights, and payments overdue by 120 days shall result in loss of membership and necessitate an additional reapplication for membership.
SECTION 6: TERMINATION OF MEMBERSHIP.
The Board of Directors may recommend termination of the status of any individual member whenever the Board of Directors determines that:
a) The individual no longer satisfies all current eligibility requirements for membership.
b) The individual has violated a Bylaw or an administrative regulation of the Society, which is applicable to the relationship of the member to the Society.
c) The individual has failed to pay, within 120 days of the due date therefore, any dues or assessment owed by the member.
d) The continuation of the membership would reflect adversely on the investigative, educational and professional reputation and standing of the Society.
Any such recommendation of termination shall require a majority vote of the Board of Directors. The individual member shall be notified in writing of the recommendation of termination and shall have the right to submit written matters in his or her defense.
SECTION 7: RESIGNATION.
Any member may resign by filing a written resignation with the Secretary-Treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION 8: REINSTATEMENT.
Upon written request signed by a former member and filed with the Secretary-Treasurer, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
ARTICLE IV
Meetings of Members
SECTION 1. ANNUAL GENERAL MEETING.
An Annual General Meeting of the members of the Society shall be held at a time and place designated by the Board of Directors. The convening notices for the Annual General Meeting and the proposed agenda shall be delivered by the Secretary- Treasurer not less than 10 nor more than 50 days prior to the meeting to all members of the Society. The resolutions of the Annual General Meeting shall be passed by a simple majority of the valid votes cast.
SECTION 2. SCIENTIFIC MEETING(S).
The Board of Directors shall be the final authority regarding the structure, organization, and administration of the annual, and any other scientific meetings that may take place. The annual scientific meeting of the Society shall be held in conjunction with the Annual General Meeting of the Society. All registration fees shall be approved by the Board of Directors. Advance notice of any the meeting shall be circulated to all members of record at least 60 days prior thereto.
SECTION 3. SPECIAL MEETINGS.
Special meetings of the members may be called either by the President, the Secretary-Treasurer or the Board of Directors, or not less than one-twentieth of the members having voting rights, for the purpose or purposes stated in the call of the meeting. Unless otherwise stated, written or email notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than ten nor more than fifty days before the date of such meeting, or, in the case of a removal of one or more Directors or Officers, a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty nor more than sixty days before the date of the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If sent by U.S. mail, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Society, with postage thereon prepaid. If sent by email, the notice of a meeting shall be deemed delivered if a “received” notice is received by “return receipt”. 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.
SECTION 4. FIXING OF RECORD DATE.
For the purpose of determining the members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the Board of Directors of the Society may fix in advance a date as the record date for any such determination of members, such date in any case to be no more than 60 days before the date of such meeting. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. When the determination of members entitled to vote at any meeting of members has been made, such determination shall apply to any adjournment of the meeting.
SECTION 5. QUORUM.
The holders, in good standing, of one-fifth of the votes which may be cast at a meeting of members of the Society shall constitute a quorum for consideration of such matter at any meeting of members; provided that if less than one-fifth of the outstanding votes are represented at said meeting, a majority of the votes so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members, unless the vote of a greater number or voting by classes is required by the law, the Articles of Incorporation or these Bylaws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
SECTION 6. VOTING.
On any matter to be voted upon at any annual or special meeting of members, each Active Member shall be entitled to one vote. There shall be no cumulative voting. The act of a simple majority of Active Members voting at a meeting where a quorum is present shall be the act of the membership of the Society, except when voting on an amendment to these Bylaws or otherwise specified in these Bylaws.
SECTION 7. VOTING BY BALLOT.
Voting on any question or in any election may be by voice unless the chairman of the meeting shall order, or any member shall demand, that voting be by written ballot. In lieu of voting at a meeting, the voting members may be asked to vote by written ballot, which may be distributed and returned by regular mail or electronic mail. As in the case of a meeting, a majority of the votes cast by written ballot shall constitute the action of the members, provided that a quorum of members (as defined above) return their ballots.
ARTICLE V
Board of Directors
SECTION 1. GENERAL POWERS.
The affairs of the Society shall be managed by or under the direction of its Board of Directors. The Board shall by majority vote establish the Administrative Regulations necessary to govern the organization and to direct the operation of important aspects of the affairs of the Society.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS.
The Board shall be elected from Active or International Members who are in good standing with the Society. The membership of the Board shall be not less than three, nor more than fifteen, including nine to twelve Directors, the immediate Past-President who will serve as an ex-officio Director with vote, the President, and the Secretary-Treasurer. No more than 2/3 of members of the BOD shall be from any one given specialty. Directors may be chosen from Active or International members and shall serve for a term of three years with elections occurring at least every other year. Each member shall hold office for the elected term and until his or her successor shall have been elected and qualified. Retiring members who serve a three year term will be eligible for reelection after one year off of the Board. The term of the immediate Past-President on the Board shall be three years and will be ex-officio. This ex-officio Director has the same rights, authority and responsibilities as elected Directors. No decrease in the number of Directors shall have the effect of shortening the term of incumbent Directors. All members of the first Board of Directors may serve an extended first term of office in order to create the infrastructure necessary for long term stability of the Society. The Bylaws in place at time of election to office shall determine the terms of office or reelection if different than the above.
SECTION 3. NOMINATIONS AND ELECTION OF DIRECTORS.
Active or International Members shall propose in writing, by email or by fax new candidates for the Directors at least sixty (60) days before the Annual General Meeting. These names shall be submitted to a nominating committee of three (3) Members appointed by the Board. The nominating committee members shall be Active members who are chosen based on their character, judgment, and ethical conduct and are themselves not eligible for nomination or election to any position for which they are making nominations. The nominating committee members shall not be limited to nominations made from the membership but may themselves suggest members for nomination. The nominating committee shall recommend to the membership no more than two (2) candidates for each vacant position. These names shall be submitted to the general membership with the notice of the meeting delivered at least thirty (30) days prior to the meeting. Voting shall be conducted by ballot with all ballots returned to the Secretary-Treasurer or his/her designee by mail, including electronic mail, or facsimile, prior to the meeting. Board members elected by majority vote will be announced at the Annual General Meeting. Any ties in voting will be determined by a majority vote of the Active Members present at the Annual General Meeting.
The Board of Directors may hold elections for Directors outside the general cycle when there is a need to increase the number of Directors and waiting for the allotted time schedule for routine elections would destabilize the Society. These Directors would go through the same nomination and election process as other Directors including election at a meeting of the membership, and have the same term of office.
SECTION 4. REGULAR MEETINGS.
A regular annual meeting of the Board of Directors shall be held without other notice than these Bylaws, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, an alternative time and place for the holding of this and any additional regular meetings of the Board without other notice than such resolution.
SECTION 5. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by or at the request of the President or any five Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them. Notice of any special meeting of the Board of Directors shall be delivered at least five days previous thereto by written notice to each Director and officer at his or her address as shown by the records of the Society except that no special meeting of Directors may remove a director unless written notice of the proposed removal is delivered to all Directors at least twenty (20) days prior to such meeting. If sent by U.S. mail, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
SECTION 6. QUORUM.
A majority of the Directors then in office shall constitute a quorum for the transaction of business at any duly called meeting of the Board, provided that if there is less than a majority, the Directors present may adjourn the meeting to another time without further notice.
SECTION 7. MANNER OF ACTING.
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, unless the act of a greater number is required by statute, these Bylaws, or the Articles of Incorporation. No Director may act by proxy on any matter. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other and such participation in a meeting shall be deemed presence in person at such meeting.
SECTION 8. VACANCIES.
Any vacancy occurring in the Board of Directors or any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A Director elected or appointed, as the case may be, to fill a vacancy shall serve until the next Annual General Meeting or the end of that term of office whichever comes first.
SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS.
A Director may resign at any time upon written notice to the Board of Directors. A Director may be removed with or without cause by a 2/3 vote of the Board, or as specified by statute.
SECTION 10. INFORMAL ACTION BY DIRECTORS.
The authority of the Board of Directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Directors entitled to vote. Any such written consent shall have the same force as a unanimous vote taken at a duly constituted meeting of the Board.
SECTION 11. COMPENSATION.
The officers of the Society shall receive no compensation unless the Board of Directors, upon resolution, agrees to pay those expenses incurred in carrying out the purposes of the Society. The Board may elect to annually determine a maximum amount for expenses that either officer may incur without additional approval by the Board.
SECTION 12. PRESUMPTION OF ASSENT.
A Director of the Society who is present at a meeting of the Board of Directors at which action on any Society matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail or email to the Secretary of the Society immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
ARTICLE VI
Officers
SECTION 1. OFFICERS.
The Officers of the Society shall be a President, Secretary-Treasurer, and Immediate Past President. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person (other than the position of President and Secretary-Treasurer) but only during the limited vacancy of such position(s) and only until such vacancy is filled by a majority vote of the Board.
SECTION 2. ELECTION AND TERM OF OFFICE.
The President and Secretary-Treasurer of the Society shall be proposed by the Nominating Committee from the Active members of the Society, approved by 2/3 majority of the Board and elected using the same procedures outlined in Article V, Section 3 for the Directors. The President shall be elected for three years only and shall not be eligible for re-election. The Secretary-Treasurer also shall be elected for three years only and shall not be eligible for re-election. All officers shall serve until their successors have been duly elected and qualified. Vacancies may be filled at any meeting of the Board of Directors. Each Officer shall hold office until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall resign or be removed in the manner hereinafter provided. Election of an Officer shall not of itself create contract rights.
SECTION 3. REMOVAL.
Officers elected by the membership must be removed by a 2/3 vote of the members. Any officer elected by the membership may be removed upon the recommendation of 2/3 vote of the Board of Directors and a majority vote of the membership. Any Officer appointed to fill a vacancy by the Board of Directors may be removed by a 2/3rd vote of 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 person so removed.
SECTION 4. PRESIDENT.
The President shall be the Principal Executive Officer of the Society. Subject to the direction and control of the Board of Directors, he or she shall be in charge of the business and affairs of the Society; he or she shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, he or she shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. He or she shall preside and serve as chairman at all meetings of the members and of the Board of Directors, and shall be an ex-officio advisory member of all other committees and councils. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Society or a different mode of execution is expressly prescribed by the Board of Directors or these Bylaws, he or she may execute for the Society any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the Society and either individually or with the Secretary-Treasurer or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.
SECTION 5. SECRETARY-TREASURER.
The Secretary-Treasurer shall:
a) record the minutes of the meetings of the members and of the Board of Directors;
b) see that all notices are duly delivered in accordance with the provisions of these Bylaws or as required by law;
c) be a custodian of the corporate records and of the seal of the Society;
d) keep a register of the address(es) of each member which shall be furnished to the Secretary-Treasurer by such member; and perform all duties incident to the Office of Secretary-Treasurer and such other duties as from time to time may be designated to him or her by the President or by the Board of Directors.
The Secretary-Treasurer shall be the Principal Accounting and Financial Officer of the Society. He or she shall:
a) have charge of and be responsible for the maintenance of adequate books of accounting for the Society;
b) have charge and custody of all funds and securities of the Society, and be responsible therefore, and for the receipt and disbursement thereof; and
c) perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. With the Board’s approval, the cost of such bond or surety may be paid from the funds of the Society.
SECTION 6. SALARIES.
The officers of the Society shall receive no compensation, but may be reimbursed for their expenses, if any, incurred in carrying out the purposes of the Society, subject to the approval by the Board.
ARTICLE VII
Committees
SECTION 1. COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the Directors in office, shall have the authority to create committees or councils as needed for the proper conduct of the Society. The standing committees include Nominating, Membership and Clinical Trials Network, although others may be added at the discretion of the Board. The members of the committee will be appointed by the President with approval by the Board of Directors. The purpose, duties, powers, composition, appointment and termination of these committees shall be provided in the Administrative Regulations.
ARTICLE VIII
Administrative Regulations
SECTION 1. ESTABLISHMENT.
The Board shall by majority vote establish a book of Administrative Regulations to govern the organization and operation of important aspects of the affairs of the Society. Such Administrative Regulations shall serve such matters as are specifically required by these Bylaws and such other important administrative matters as the Board determines appropriate.
SECTION 2. PUBLICATION.
The Administrative Regulations shall be available to any member of the society upon written request to the Secretary-Treasurer.
SECTION 3. AMENDMENT.
The Administrative Regulations may be amended by two-thirds vote of any meeting of the Board of Directors provided that each director has been given at least thirty (30) days notice of any proposed amendment.
ARTICLE IX
Contracts, Checks, Deposits and Funds
SECTION 1. CONTRACTS.
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 and such authority may be general or confined to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC.
All checks, drafts or other 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 Secretary-Treasurer of the Society.
SECTION 3. LOANS.
No loans shall be contracted on behalf of the Society and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board and accepted by a two-third majority of valid votes cast at a general meeting of the membership.
SECTION 4. DEPOSITS.
All funds of the Society, not otherwise employed, shall be deposited from time to time to the credit of the Society in such banks, trust funds or other depositories as the Board may select.
SECTION 5. GIFTS AND CONTRIBUTING SPONSORS.
The Board may accept on behalf of the society any contribution, gift or bequest for the general purposes, or for any special purpose of the Society. The Board may negotiate and approve sponsorship from persons or organizations who offer significant financial support to the Society. Individual or corporate interest in the field of cutaneous lymphoma research and the credentials and expectations of the donor, the level of funding and the expected benefits to the Society, will be considered by the Board in determining the eligibility of the donor to become a contributing sponsor.
ARTICLE X
Books and Records
SECTION 1. GENERAL REQUIREMENTS.
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of all meetings of its members, Board of Directors, and other committees and councils, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the society may be inspected by any member, or his or her agent or attorney for any proper purpose at any reasonable time.
SECTION 2. ANNUAL FINANCIAL REPORT.
The Secretary-Treasurer shall provide an annual financial report, including a balance sheet and a list of assets and liabilities, for submission to the Board and to the annual general meeting.
ARTICLE XI
Fiscal Year
The fiscal year of the Society shall be shall be January 1 to December 31, both dates inclusive.
ARTICLE XII
Miscellaneous
SECTION 1. PARLIAMENTARY PROCEDURE.
All questions of parliamentary procedure or practice regarding the affairs of the Society, including the conduct of meetings of members, of the Board, or of any committee or council, shall be governed by the current edition of Sturgis Standard Code of Parliamentary Procedure, except as otherwise specifically provided by law or by these Bylaws.
SECTION 2. USE OF TITLE AND LOGO OF THE SOCIETY.
The use of the title and logo of the United States Cutaneous Lymphoma Consortium is restricted to official stationery, notices or publications of the Society, unless otherwise decided by the Board.
ARTICLE XIII
Notice and Waiver of Notice
Whenever under the provisions of these Bylaws, the Articles of Incorporation of the Corporation or statute, notice is required to be given to a voting member, director, committee member, or officer, such notice may be given in writing, by first-class, certified, or registered mail or by express delivery service, with postage or express delivery charges thereon pre-paid, to such person at his or her address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the United States mail or delivered to the express delivery service. Notice may also be given in person or by facsimile, telegram, telecopy, telex, email or telephone, and will be deemed given when received.
Whenever any notice is required to be delivered under the provisions of the General Not For Profit Corporation Act of the District of Columbia or under the provisions of the Articles of Incorporation or the Bylaws of the Society, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
ARTICLE XIV
Indemnification and Insurance
To the fullest extent allowed by District of Columbia law, the Corporation may indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his own gross negligence in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or where appropriate may itself undertake the defense of any director, officer or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors may also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
ARTICLE XV
Amendments
Any proposed amendment to these Bylaws may be adopted by a two-thirds vote of those members in attendance at the Annual General Meeting, provided a quorum is present, and provided the amendment had been approved by two-thirds of the Board of Directors, and written notice of the proposed amendment was delivered to the membership at least 10 and no more than 50 days in advance of the Annual General Meeting.
ARTICLE XVI
Use of Electronic Communication
Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.
Bylaws
