Mission & By-Laws

OUR MISSION:
“We, the members of the Medical Society of the County of Monroe, unite to consider and act on matters affecting the practice of medicine, to extend medical knowledge and enlighten the public in the best interests of the health of the people of the county of Monroe.”

ARTICLE I - NAME AND PURPOSE

The name of this organization is Medical Society of the County of Monroe, Inc. (the "Society") and its purpose is to consider and act on matters affecting the practice of the profession of medicine, to extend medical knowledge and to advance medical science, to elevate the standard of medicine, to promote reforms and to enlighten the public in the best interests of the health of the people of the county of Monroe.

ARTICLE II - MEMBERSHIP

A.    Application

1.    Application shall be made on such form as is furnished by the Society from time to time and signed by the applicant.  The qualifications for membership shall be as determined by the Board of the Society by resolution.

2.    The completed application, submitted with applicable dues and assessments, shall be sent to the Secretary of the Society.  The Secretary shall present the application to the next scheduled meeting of the board of directors for consideration of election to membership.

B.    Classes of Membership

1.    Active Member

Application for active membership may be made by a doctor of medicine or doctor of osteopathy residing in New York State. An active member is entitled to have voice in discussions, vote, hold office and serve on the Board and as delegate.

2.    Life Member

Application for life membership may be made by a member in good standing who is retired, 67 years of age or older and has been a member of the Society for the previous ten years, or by a member in good standing who continues the active practice of medicine, is 72 years of age or older and has been a member if the Society for the previous ten years.  A life member may have voice in discussions and vote, but may not hold office.  Application for life membership may also be made by a member in good standing who had been a member for the previous ten years and who has become permanently disabled.

3.    Affiliate Member

Application for affiliate membership may be made by a member in good standing who has relocated outside the County of Monroe.  An affiliate member shall have voice in discussions and vote, but may not hold office or serve on the Board or as delegate.

4.    Associate Member

Application for associate membership may be made by a member in good standing who has withdrawn from the practice of medicine before qualifying for life membership.  An associate member shall have voice in discussions and vote, but may not hold office.

5.    Honorary Member

Application for honorary member may be made for a distinguished physician who does not qualify for membership in the Society.  A candidate for honorary member shall be nominated by an active member of the Society, endorsed by at least three active members of the Society, and approved by the board of directors.  An honorary member shall be entitled to voice in discussions, but shall not be entitled to vote, hold office, or serve on the Board or as delegate.

6.    Medical Student Member

Application for medical student membership may be made by an individual enrolled in the full-time study of medicine, who currently resides in, or whose permanent residence is in, the County of Monroe.  A medical student member shall be entitled to voice in discussions, but shall not be entitled to vote, hold office, or serve on the Board or as delegate.

7.    Locum Member

Application for locum membership may be made by a doctor of medicine or doctor of osteopathy whose circumstances make participation in local issues, only, relevant.  A locum member shall be entitled to voice in discussions and vote on local matters, but shall not be entitled to hold office or serve as delegate.

8.    Inactive Member

Application for inactive membership may be made, in writing, by a previously active member who has temporarily withdrawn from the practice of medicine.  Candidates for inactive membership shall be considered and approved by the Board.  The Board may request a reason or explanation for the application before making its decision. An inactive member shall reapply for membership yearly,  be entitled to information regarding local discussions, participation in Society sponsored benefit programs, but shall not be entitled to voice, vote, hold office, or serve on the Board or as a delegate.  Application for re-instatement must be made in writing to the Board, whose decision is final.

C.    Resignation from Membership

1.    All resignations shall be in writing, shall be sent to the Secretary and referred to the Board for action at its next scheduled meeting.

2.    In the absence of a written resignation, a member will be dropped from the Society’s roster for non-payment of dues for one consecutive year.

D.    Removal from Membership

1.    Any member found guilty of a felony, crime or action that evinces moral turpitude, in any court of jurisdiction or in a county, state or federal administration proceeding, ceases to be qualified for membership in the Society.  Any member found guilty of an action that evinces moral turpitude, in an administrative proceeding related to the practice of medicine or a professional medical society, also ceases to be qualified for membership in the Society.  The Board shall by majority vote decide whether the conviction or guilty verdict evinces moral turpitude.

2.    The committee of censors may recommend to the Board that a current member be removed.  Reasons for such removal shall be provided in writing to the Board and the member.

ARTICLE III - MEETINGS OF MEMBERS

A.    Annual Meeting 

A regular annual meeting of the Society's members shall be held in the County of Monroe each year for the purposes of electing directors and officers and transacting such other business as may come before such meeting.  The date and time of each regular annual meeting shall be determined by the Board and publicized in accordance with these By Laws.

B.    Regular Meetings

In addition to the annual meeting, there shall be such other regular meetings of the members during each calendar year as the members or the Board may determine.  The dates and times of such regular meetings shall be determined by the Board and publicized in accordance with these By-Laws. 

C.    Special Meetings 

A special meeting of the Society's members shall be called by the President at any time upon vote of the majority of the Board or upon petition to the President of 10% of the members.  Such meeting shall be held no later than 30 days after such vote or receipt of petition by the President.  At special meetings of the members, only such business as stated in the vote or petition for and notice of such meeting shall be transacted.

 
D.    Notice of Meetings; Waivers of Notice  

1.    A copy of the notice of any meeting shall be given, personally, by mail, or by facsimile telecommunications or by electronic mail, to each member entitled to vote at such meeting.  If the notice is given personally, by first class mail or by facsimile telecommunications or by electronic mail, it shall be given not less than ten nor more than 50 days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than 30 nor more than 60 days before such date.  If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the member at his or her address as it appears on the record of members, or, if the member shall have filed with the Secretary of the Society a written request that notices to the member be mailed to some other address, then directed to the member at such other address.  If sent by facsimile telecommunication or mailed electronically, such notice is given when directed to the member's fax number or electronic mail address as it appears on the record of members, or, to such fax number or other electronic mail address as filed with the Secretary of the Society.  Notwithstanding the foregoing, such notice shall not be deemed to have been given electronically (i) if the Society is unable to deliver two consecutive notices to the member by facsimile telecommunication or electronic mail; or (ii) the Society otherwise becomes aware that notice cannot be delivered to the member by facsimile telecommunication or electronic mail.  An affidavit of the Secretary or other person giving the notice that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts therein stated.

2.      The notice requirement for any meeting of members shall be deemed waived by any member by his or her attendance at the meeting unless such member openly objects to the lack of notice at the earliest possible time at the meeting and does not otherwise participate in the meeting.  Notice may also be waived at any time before or after such meeting in writing or by electronic mail.

3.    If the Society at any time has more than 500 members, then notice may be served by publication in a newspaper published in the county in which the principal office of the Society is located, once a week for three successive weeks next preceding the date of the meeting, provided that the Society shall also post such notice on the homepage of the Society’s website continuously from the date of publication through the date of the meeting.  If a member requests in writing that such notice be delivered to such member by first class mail, then the Society shall comply with such request.

E.    Quorum  

At any meeting of members, regular, annual or special, the presence of a majority of the members if the number of members entitled vote is less than 100 or 10% of the total number of votes to be cast, whichever is less, shall constitute a quorum for the transaction of any business at such meeting.  If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time until further notice to any absent members and until a quorum is present.  The President or, in his or her absence, the President-Elect shall preside at all meetings of members.

F.    Action by the Members

1.      Each member shall be entitled to one vote on each matter properly submitted to the members for action at any meeting of the members.  Unless otherwise required by law or these Bylaws, the vote of a majority of members present at the time of a vote at a duly convened meeting, provided a quorum is then present, shall be the act of the members.

2.    Every member entitled to vote at a meeting of members may authorize another person or persons to act for him or her by proxy.  Every proxy must be signed by the member or the member’s attorney-in-fact or, alternatively, each member may authorize the proxy by electronic mail.  No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

3.    Any action required or permitted to be taken by the members may be taken without a meeting if all the members consent in writing or by electronic email to the adoption of a resolution authorizing the action.  The resolution and either the written consent thereto by or electronic mails received from the members shall be filed with the minutes of the proceedings of the members.

ARTICLE IV - BOARD OF DIRECTORS

A.        Powers

1.    The Board shall have the power to conduct, manage and control the affairs and business of the Society and shall be charged with the responsibility of accomplishing its aims and objectives.

2.    The independent voting directors of the Board shall be directly responsible for the appointment, compensation and oversight of the work of any public accountant or public accounting firm retained by the Society for the purpose of preparing and issuing an audit report or related work for the Society, and each such public accountant or firm shall be required to report directly to such directors. More particularly, such directors shall: (i) appoint the independent auditor(s) of the Society; (ii) review the proposed scope of the annual audit of the Society and identify areas of particular concern to the Board; (iii) review the independent auditors' reports on the financial statements at the conclusion of the audit of the Society; (iv) review the independent auditors' management letters to the Society and management's responses thereto; (v) review the adequacy of the accounting policies and internal control structures of the Society; (vi) review the plans for and results of internal audit activities; (vii) review the relationships between management and the independent auditors, including discussing with the independent auditor(s) any significant disagreements; (viii) oversee the design of and monitor findings, conclusions, and corrective actions resulting from the corporate compliance program of the Society; (ix) review and discuss with the independent auditor(s): (a) any material risks and weaknesses in internal controls identified by the auditor; (b) any restrictions on the scope of the auditor's activities or access to requested information; and (c) the adequacy of the Society's accounting and financial reporting processes; (x) periodically review the conflicts of interest and whistleblower policies of the Society and oversee compliance therewith; and (xi) set up internal procedures for receiving and handling complaints concerning accounting, internal control and auditing matters and for confidential, anonymous submissions by employees of the Society concerning questionable accounting, auditing or other financial matters. To the extent that it determines necessary to carry out its duties, such directors may retain independent counsel and other advisors at the Society's expense.

B.    Compensation 

The directors shall receive no compensation from the Society for their services as directors; but, in the sole discretion of the Board, a director may receive reasonable reimbursement for actual expenses incurred in the performance of his or her duties as a director.  The Board shall also have the authority to reasonably compensate a director for services rendered to the Society in other than his or her capacity as a director or officer.  No person who may benefit from such compensation may be present at or otherwise participate in any Board or committee deliberation or vote concerning such person’s compensation.

C.    Election and Number

Directors shall be elected annually by the members of the Society at each annual meeting.  Such directors shall be elected from a slate of nominees presented by the Nominating Committee with the required notice of meeting and from nominating petitions submitted to the Nominating Committee in writing at least ten days prior to the annual meeting, which petitions shall have been signed by 10% or more of the Society’s members.  The number of directors constituting the entire Board shall be no less than three, nor more than 15.

D.    Term

Commencing on the first day of the month immediately following the Society's annual meeting each elected director shall hold office for such term to which he or she has been elected or until his or her successor is elected and qualified.  The number of directors to be elected each year shall be determined by resolution of the Board prior to the annual membership meeting and, subject to the maximum number of directors permitted by these By Laws, shall be at least equal to that number of directors whose terms do not expire at the end of the year in which such annual meeting is held, excluding any ex officio member.  Any director may be removed with or without cause by a vote of the majority of the members of the Society or by a vote of two thirds of the entire Board, at any regular or special meeting of the Board called for that purpose.

E.    Vacancies 

    Any vacancy occurring on the Board may be filled by a vote of the majority of the remaining directors, even though such majority may be less than a quorum or a majority of the entire Board; and such person filling the vacancy shall hold office until the next regular annual meeting of the members and the election and qualification of his or her successor.  At such annual meeting a person shall be nominated and elected by the members to fill the unexpired term, if any, of the director causing the vacancy.  Such unexpired term shall be deemed to be a complete term for purposes of determining the maximum number of terms permitted by these By Laws.

F.    Resignation  

    A director may resign at any time by giving written notice to the Board, the President or the Executive Director of the Society.  Unless otherwise specified in such written notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and acceptance of the resignation shall not be necessary to make it effective.

G.    Regular Meetings  

    Regular meetings of the Board shall be held at least four times per year; the exact date and time of such meetings to be determined by act of the Board.  

H.    Special Meetings  

    A special meeting of the Board may be called by the President at any time and shall be called upon written request of three directors to the President. Such meeting shall be held no later than 14 days after receipt of such request by the President.  

I.    Notice of Meetings; Waiver of Notice  

1.    Notice of each regular and special meeting of members shall be given in writing to each member at three days prior to the meeting date.  Written notice of any such meeting shall specify the place, date and hour of the meeting, and, in the case of a special meeting, the business to be transacted at such meeting.  Written notice of such regular meetings need not be given if the place, date and hour has been previously scheduled by the Board at a regular or special meeting.  Such notice shall be effective upon personal delivery, mailing of same to a director's usual business or residence address, facsimile addressed to the respective director or electronic mail.  If mailed, notice is given when deposited in the United States mail or delivered to the carrier, with postage or other charges thereon prepaid, directed to the director at his or her address as it appears in the record of directors or to such other address as the director shall have specified to the Secretary of the Society in writing. If by facsimile or electronic mail, notice is given when directed to the director’s fax number or electronic mail address as it appears on the record of directors, or, to such fax number or other electronic mail address as filed with the Secretary of the Society.

2.    The notice requirement for any meeting of the Board, shall be deemed waived by any director by his or her attendance at the meeting, unless such director openly objects to the lack of notice at the earliest possible time at the meeting and does not otherwise participate in the meeting.  Notice may also be waived in writing at any time before or after such meeting, in writing or by electronic mail.

 
J.    Quorum 

At any meeting of the Board, a majority of all of the directors shall constitute a quorum for the transaction of any business at such meeting, and, except as otherwise set forth herein, a vote of the majority of the directors present and voting at the time of the vote shall be the act of the Board.  If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time until further notice to any absent directors and until a quorum is present.  The President or, in his or her absence, the President-Elect, shall preside at all meetings of the Board.

K.    Participation in Meetings By Other Means  

Any one or more members of the Board or of any committee may participate in a meeting of the Board or such committee by means of a conference telephone, video conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence at the meeting.

L.    Action Without Meeting  

Any action required or permitted to be taken by the Board or of any committee may be taken without a meeting if all members of the Board or committee consent in writing or by electronic mail to the adoption of a resolution authorizing the action.  The resolution and either the written consent thereto by or electronic emails received from the members of the Board or applicable committee shall be filed with the minutes of the proceedings of the Board or committee.

M.    Records  

The Board and each committee shall maintain a complete record of all business transactions, minutes and acts.  The Board shall also maintain a complete record of proceedings of the members of the Society and shall present at the regular annual meeting of the members of the Society the annual report required by Section 519 of the New York Not for Profit Corporation Law.

N.    Related Party Transactions 

Prior to taking any action on a related party transaction, as that term is defined in the Not-For-Profit Corporation Law of the State of New York, the Board shall consider alternative transactions to the extent available.  Any related party transaction shall be approved by a vote of the majority of the Board present at the meeting, excluding the director who is the related party, and the Board shall contemporaneously document in writing the basis for the Board’s approval, including the Board’s consideration of any alternative transactions.

 
ARTICLE V - OFFICERS

A.    Officers of the Society  

The members shall elect a President, a President-Elect, a Treasurer and a Secretary.  All officers shall serve at the pleasure of the members and shall be elected members of the Board during their terms of office.  Any two or more offices may be held by the same person, except for the offices of President and Secretary. Officers of the Society shall be elected at each annual meeting of the members.  The members may also elect such other officers as they may deem appropriate.  No employee of the Society shall serve as President or President-Elect of the Board.  The following elected officers of the Society shall have the responsibilities hereinafter set forth: 

    1.    President and President-Elect 

The President shall preside at all meetings of the members, the Board and the Executive Committee and shall perform such other duties as the Board may direct.  The President generally shall have such powers and duties as are customary and incidental to the highest elected officer of an organization.  In the absence of the President, the President-Elect shall perform all of the duties of the President.  The President-Elect shall succeed to the office of President upon the expiration of the incumbent President’s term.

    2.    Secretary

The Secretary shall attend all meetings of the Board and members and shall cause the minutes and all votes in such proceedings to be recorded in books to be maintained for such purposes. The Secretary shall give or cause to be given the required notice of all meetings of the members and the Board, shall be the custodian of the seal of the Society, shall affix the seal to any instrument so authorized by the Board and shall cause to be kept all of the documents and records of the Society, as required by law or otherwise, in a proper and safe manner.  The Secretary shall have such other powers and duties as may from time to time be properly prescribed by the Board or the President.

    3.    Treasurer  

The Treasurer shall be responsible for keeping correct and complete books and records of accounts for the Society and for furnishing monthly reports to the Board setting forth the Society's financial status.  Subject to the control and direction of the Board and such officers as the Board may designate, the Treasurer shall be responsible for the establishment and execution of programs and plans for the provision of funds required by the Society.  The Treasurer shall be responsible for maintaining banking arrangements to receive, hold and disburse funds of the Society.  The Treasurer shall, as required, invest the funds of the Society and establish and coordinate policies for investment in appropriate accounts.  The Treasurer shall have such other powers and duties as may from time to time be properly prescribed by the Board.

 
B.    Executive Director and Staff 

The Board may appoint and employ an Executive Director and other salaried operating staff for the Society as further set forth in this Article.  Except as otherwise provided, no salaried operating officer or staff member shall be a member of the Board.

1.    Executive Director  

The Board may hire and appoint an Executive Director who shall be the chief operating officer of the Society.  The Executive Director shall serve at the pleasure of the Board and be subject to its general control and direction.  In general, the Executive Director shall have all of the powers and perform all of the duties incident to the office of general manager together with such other powers and duties as may from time to time be properly prescribed by the Board.  The Executive Director shall be an ex officio member of the Board, without vote, and each committee of the Board, also without vote, whose presence shall not be counted towards a quorum for any meeting of the Board or committee thereof.

2.    Subordinate Staff

In order to assist the Executive Director, the Board and all committees in their functions, the Board, upon the recommendation of the Executive Director, may hire or appoint one or more salaried subordinate staff members at a level immediately below that of the Executive Director to serve at the pleasure of the Board.  All other staff appointments for the Society may be made by the Executive Director as authorized by the Board and as may be deemed necessary or appropriate from time to time.

C.    Compensation  

The compensation of the Executive Director shall be fixed by the President, President-Elect and immediate Past President.  The compensation of all other operating staff shall be established by the Board.  No person who may benefit from such compensation may be present at or otherwise participate in any Board or committee deliberation or vote concerning such person’s compensation.

D.    Resignation  

An officer of the Society or an operating officer may resign with or without stating a reason therefor at any time by giving written notice to the Board, the Executive Committee or the President.  Such resignation shall take effect at the time specified in the notice or, if no time is specified, upon delivery.

E.    Removal

Any officer of the Society or operating officer may be removed from office, with or without cause, by the vote of a majority of the members or two-thirds of the entire Board at any regular or special meeting called for such purpose.

F.    Vacancies 

Officer vacancies occurring for any reason may be filled by a majority vote of the directors at any special or regular meeting of the Board of Directors.  Any person so elected shall hold office until the next regular annual meeting of the members and the election and qualification of his or her successor.

ARTICLE VI - COMMITTEES

A.    Appointment of Committees 

Committees of the Board may be created by the Board for such special tasks as circumstances warrant.  Each committee shall consist of at least three members, all of whom shall be directors of the Society.  Except as otherwise provided in these Bylaws, the chairs and all members of committees shall be appointed by the President of the Board at the annual meeting of the Board, subject to approval by the Board, and shall serve until the next annual meeting and until their successors are duly appointed and qualified. Committee members may be removed by the Board with or without cause at any time, and they may resign upon written notice to the President of the Board. Vacancies may be filled by the President, subject to approval by the Board, at any regular or special meeting of the Board. Committee members appointed to fill vacancies shall serve until the next annual meeting of the Board and until their successors are appointed and qualified. The Board may create one or more subcommittees of any committee at any meeting of the Board. The chairs and all members of any such subcommittee shall be appointed by the President, subject to approval by the Board. 

B.    Committee Meetings  

At all committee meetings, a quorum shall be equal to a majority of the members of the committee. A vote by a majority of the members present at a duly organized committee meeting shall constitute the action of the committee. Each committee shall submit minutes of its meetings to the Secretary of the Society.  Except as otherwise prescribed in these Bylaws or as required by the Board, committees shall meet with such frequency as is necessary, in their discretion, to accomplish their purposes.

 
C.    Executive Committee  

1.    The Executive Committee shall constitute a committee comprised of the President, the President-Elect, the immediate Past President, the Treasurer, the Secretary, and such other members as may be appointed by the President of the Board with the approval of the Board.

2.    Between meetings of the Board of Directors, and to the extent permitted by law, the Executive Committee shall possess the powers of the Board with respect to managing and conducting the affairs of the Society, subject to such instructions as may be imposed from time to time by the Board.

3.    The President of the Society shall serve as Chair of the Executive Committee. The Executive Committee shall meet as deemed necessary or advisable by the Chair, the Committee or the Board. The Executive Committee, or one or more subcommittees thereof, shall evaluate the performance of the Executive Director, shall take the lead with respect to strategic planning for the Society and shall consider compensation issues with respect to the directors, officers, management, and other staff of the Society. The Executive Committee shall report its actions to the next regular meeting of the Board, or at a special meeting called for that purpose. The activities of the Executive Committee shall be deemed to have been ratified by the Board following such report unless affirmatively overruled or modified by resolution of the Board.

D.    Nominating Committee  

1.     The Nominating Committee shall constitute a committee comprised of the President of the Board and such other voting members as may be appointed by the President with the approval of the Board. The President of the Board shall not serve as the Chair of the Nominating Committee.

2.    The Nominating Committee shall identify and recommend to the Board of Directors candidates for nomination to the Board of Directors; recommend to the Board of Directors candidates to serve as officers; evaluate the performance of the Board of Directors as a whole and individual directors pursuant to criteria developed by the Governance Committee; evaluate the performance of the President of the Board; perform management succession planning; manage Board education programs; and perform such other functions as described in these Bylaws or as otherwise specified by the Board of Directors.

E.    Finance Committee  

1.    The Finance Committee shall constitute a committee comprised of such independent voting directors of the Society, as may be appointed by the President of the Board with the approval of the Board. The appointees to the Finance Committee shall include the Treasurer of the Society, who shall serve as the Chair of the Committee.

2.     The Finance Committee, or a subcommittee thereof, shall oversee the financial affairs and investments of the Society and its affiliates and perform such specific functions as are assigned by the Board of Directors.

F.    Committee of Censors

1.    The Committee of Censors shall constitute a committee comprised of members of the Board, as elected by the membership of the Society.  

2.    As requested by the President or a majority of the Board from time to time, the Committee of Censors shall be called upon to consider the moral and professional standing of any member for continued membership in the Society, and making recommendations to the board of directors with respect thereto.

G.    Other Committees of the Society

Committees of the Society may be created by the Board for such special tasks as circumstances warrant. Each committee of the Society shall consist of at least three individuals. Committees of the Society may include individuals who are not directors, but each committee shall include at least one member of the Society, unless such committee is comprised of non-physician members.  Members and chairs of committees of the Society shall be appointed by the President of the Board, subject to approval by the Board, and shall serve for the duration of the life of such committee unless they earlier resign or are removed. The chair of each committee of the Society shall be appointed from among the members of the committee.  A committee of the Society shall limit its activities to the accomplishment of the task for which it is appointed and shall have no power or authority to bind the Board. Upon completion of the task for which appointed, the committee of the Society shall be discharged.

ARTICLE VII - INDEMNIFICATION

A.    Officers and Directors

The Society shall indemnify any person made a party to any action or proceeding by reason of the fact that he or she is or was a director or officer of the Society, including operating officers, and any director or officer of the Society, including operating officers, who served any other organization, corporation, partnership, joint venture or trust in any capacity at the request of the Society, in the manner and to the maximum extent permitted in Article 7 of the New York Not for Profit Corporation Law as amended from time to time.

B.    Corporate Personnel 

The Society may, in the discretion of the Board, indemnify all corporate personnel of the Society, other than directors and officers, in the same manner and to the same extent as any director or officer shall be indemnified as aforesaid by reason of his or her being, or having been, an employee of the Society or having served any other organization, corporation, partnership, joint venture or trust as aforesaid.

ARTICLE VIII - FINANCES

A.    Bank Accounts

The President and the Treasurer each shall have the authority to establish bank accounts on behalf of the Society upon such terms and conditions as may be authorized by the Board.

B.    Bills, Notes, etc.  

All checks, demands for money and notes or other instruments evidencing any indebtedness or other obligation of the Society shall be made in the name of the Society and shall be signed by such officers or persons as the Board may from time to time designate.

C.    Investments  

The Society shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Society if such action is a prohibited transaction or would result in the denial of any exemption from taxation under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE IX - EXEMPT ACTIVITIES

Notwithstanding any other provision of these By Laws, no member, director, officer, employee or representative of the Society shall take any action or carry on any activity by or on behalf of the Society not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

ARTICLE X - CONFLICTS OF INTEREST
AND WHISTLEBLOWER POLICIES

The Board of Directors shall adopt and enforce (i) a conflicts of interest policy for the purpose of protecting the Society's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Society and (ii) a whistleblower policy for the purpose of protecting directors, officers, employees or volunteers of the Society, who in good faith report any action or suspected action taken by or within the Society that is illegal, fraudulent or in violation of any adopted policy of the Society, from suffering intimidation, harassment, discrimination or other retaliation or, in the case of employees, adverse employment consequence.

ARTICLE XI - AMENDMENTS

A.    Amendment by Board

These By Laws may be altered, amended, or repealed by a two thirds vote of the entire Board at any regular, annual or special meeting called for such purpose.  If any by law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of the members for the election of directors the by law so adopted, amended or repealed, together with a concise statement of the changes made. 

B.    Amendment by Members 

These By Laws may also be altered, amended, or repealed by a majority vote of the members of the Society present and voting at any annual meeting or at any special meeting called for that purpose.

C.    Amendment of Certificate of Incorporation  

The Certificate of Incorporation of the Society may be amended in the same manner as amendments to the By Laws of the Society may be effected.