TCMS By-Laws

TIPPECANOE COUNTY MEDICAL SOCIETY, INC.

Constitution

Articles of Incorporation

And

By-Laws

Revised 01/2022

CONSTITUTION

ARTICLES OF INCORPORATION

Article I.

NAME

The name and title of this nonprofit corporation shall be the Tippecanoe County Medical Society, Inc. (“Society”).

Article II.

DURATION

The period of duration is perpetual.

Article III.

PURPOSE

The purpose of this Society shall be an organization of physicians, such that, this Society is organized and shall be operated exclusively as a business league, within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any subsequent federal tax laws); and within such limits, to administer, and expend funds for the following purposes:

To promote collegial harmony within the medical field through frequent meetings or events, full and frank discussions regarding all areas affecting the practice of medicine, and the exercise of intelligent judgment brought thereupon; such that, the opinions of the medical profession will be elevated and made effective in all scientific, legislative, public health, economic, and charitable community affairs;
To promote positive community relations with said medical profession by providing charitable contributions, opportunities, and interactions of time, talent and treasure that enrich the overall well-being of the surrounding community;
To facilitate, with other county medical societies, the continued existence of the Indiana State Medical Association, which with other state associations forms and maintains the American Medical Association.

Article VI

MEMBERSHIP

The Society shall have members. The members shall have the right to vote as set forth here-in and in the by-laws.

Section 1. Eligibility.

Any licensed physician residing or practicing in Tippecanoe County or a contiguous county who is of exemplary moral character and professional standing, and who meets the specific qualifications for membership set forth in the by-laws, shall be eligible for membership as provided in the by-laws.

Section 2. Classes of Members.

This Society shall consist of (a) active members, (b) senior members, (c) honorary members.

Section 3. Rights and Duties of Members.

The right to vote and hold office in this Society is limited to active members, senior members, and, per the directives below, the Board of Directors. Only active members shall be required to pay dues. All members will be required to cooperate reasonably with the Society’s Officers and Committees to attain the objectives and aims of the Society. Within these limitations the by-laws may provide further rights and duties of the respective classes of members.

Article V.

BOARD OF DIRECTORS

The regulation of the internal affairs of the Society shall be carried on through its Board of Directors and prescribed according to its Bylaws; the manner of their election or appointment, other than the initial Board of Directors provided for herein, shall be provided in the Bylaws. In furtherance and not in limitation of the powers conferred by statute, the Society is expressly authorized to carry on its business and to hold annual or special meetings of its Board of Directors in any country or in any of the states, territories or possessions of the United States, or the District of Columbia.

The Board of Directors includes the Society Officers (President, Vice President, Treasurer, Secretary) and may include additional member-Directors.

The election of a physician member-Director to the Board of Directors shall be by a majority of the members present at the annual meeting held between October and December and the elected member-Director shall assume his or her duties immediately upon election. An opportunity for TCMS members to vote electronically 5-10 days prior to the annual meeting will be provided and the results included in the majority vote at the aforementioned annual meeting.

The TCMS Board of Directors may additionally ask an allied health care professional or charity affiliated professional to attend board meetings as an Honorary Board Member. This Honorary Board Member will not be a member of the TCMS or vote on TCMS matters. The inclusion of this Honorary Board Member will serve the mission of TCMS by broadening the TCMS perspective and insight into other healthcare provider or charity based needs in the community we serve.

Article VI.

Officers

The Officers of the Society shall be President, Vice President, Secretary, Treasurer, Delegates (the number authorized by the Indiana State Medical Association), Alternate Delegates and three Censors. Only active or senior members of the Society may be elected as Officers.

Each Officer shall be elected for a term of one year with the following exceptions:

Each Delegate and Alternate Delegate shall be elected for a term of three years, with terms being staggered. Delegates and Alternate Delegates may be elected to succeed themselves.
Each Censor shall be elected for a term of three years, and their terms shall be staggered. Censors may be elected to succeed themselves.

The election of an Officer shall be by a majority of the members present at the annual meeting held between October and December and the elected Officer shall assume his or her duties immediately upon election. An opportunity for TCMS members to vote electronically 5-10 days prior to the annual meeting will be provided and the results included in the majority vote at the aforementioned annual meeting. Each Officer shall serve for the term for which he/she was elected and until a successor has been duly elected and installed. Officers may be elected to succeed themselves.

In the event of death, disability, or resignation of any elected Officer other than the President, the Executive Committee shall appoint a successor for the balance of the term subject to ratification by the Society.

Article VII.

STANDING COMMITTEES

The standing committees of the Society shall be as specified in the By-Laws. Each standing committee shall consist of a chairman, and at least one other member appointed by the President, or as provided in the By-Laws.

Article VIII.

EXECUTIVE COMMITTEE

The President shall designate an Executive Committee, to consist of the elected Officers of the Society. Other members shall be called upon for consultation at the discretion of the President.

Article IX.

BOARD OF CENSORS

A Board of Censors shall be established, consisting of the elected members of the Society, each serving a term of three years. Censors may elect to succeed themselves.

Article X.

GRIEVANCE COMMITTEE

A Grievance Committee may be established when such circumstances deem necessary.

Article XI.

SPECIAL COMMITTEES

Special Committees may be appointed by the President for singular duties as directed by him/her and whose term of official function may not exceed that of the current term of the President by whom they are appointed.

Article XII.

MEETINGS

Those active, senior and honorary members present shall constitute a quorum at any meeting of the Society. Meetings shall be held at such time and place as may be determined by the Society. An annual meeting shall be held at a time deemed agreeable between October and December of each year. An attempt shall be made to notify each member in advance of all meetings. Special meetings may be called by the President, the Executive Committee, or may be called on written request of ten (10) members. A call for a special meeting shall state the object of such meetings, at which no business except that stated in the call shall be transacted.

Article XIII

FUNDS, DUES, DISBURSEMENTS

The annual dues shall be prescribed and specified by the Society. Special assessments may be made on all members if such assessment is approved by a two-thirds vote of those active members present at the meeting at which the matter is discussed and voted upon. Assessments adopted shall fall on active, senior, and honorary members, as a condition of such memberships, unless otherwise provided at the time of the adoption of the assessment. Dues of this society may be waived in exceptional cases by action of the Executive Committee. In the event that this Society excuses a member from the payments of dues because of financial hardship, the Secretary shall recommend in writing to the Executive Director of the State Association the relief from State Association dues of said member of this Society, showing why such recommendations should be granted. Funds may be disbursed by the Society for such purposes as will promote the welfare of the Society, the welfare of the profession, generally, and the general welfare of the public.

Article XIV.

CHARTER and SEAL

The Charter and Seal of the Tippecanoe County Medical Society granted by the Indiana State Medical Association on October 17, 1903, shall be held in the custody of the Secretary.

Article XV.

INCORPORATION

The Society shall have the authority to elect a Board of Directors, and to provide for Articles of Incorporation whenever it may deem this is necessary or desirable.

Article XVI.

AMENDMENTS

The Society reserves the right to amend, change or repeal any provision contained in these Articles of Incorporation or to merge or consolidate this corporation with any other nonprofit corporation in the manner now or hereafter prescribed by statute, provided, however, that any such action shall be calculated exclusively to carry out the objects and purposes for which the corporation is formed, and all rights herein conferred or granted shall be subject to this reservation.

The Society may amend any article of this constitution by a majority vote of its members, present and voting, at any regular meeting or event, provided that such amendment(s) are not in conflict with the Constitution, Articles of Incorporation, By-Laws, and regulations of the State Association or those of the American Medical Association; and provided further, that such amendments shall have been read in an open session at a previous regular meeting or event or shall have been sent by mail for member review or made available for member review through electronic communication, to each member at least ten days in advance of the meeting at which final action is to be taken. If an amendment is necessary and no timely regular meeting or event is calendared, members may be notified of the proposed amendment via electronic communication and given 14 days to issue an electronic vote on the proposed matter; a majority vote of respondents will decide the issue. Amendments duly passed by a majority vote of the Society become effective immediately.

Article XVII.

PERSONAL LIABILITY

No officer or director of this Society shall be personally liable for the debts or obligations of the Society of any nature whatsoever, nor shall any of the private property or assets of the officers, incorporators or directors be subject to the payment of the debts or obligations of this Society.

Article XVIII.

ADHERENCE CLAUSE

Notwithstanding any other provision of these Articles, the Society shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

Article XIX.

PROHIBITED DISTRIBUTIONS

No part of the assets or net earnings of the Society shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objects set forth in Article II.

Article XX.

DISSOLUTION

Upon the voluntary or involuntary dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all the legal liabilities of the Society, dispose of all assets of the Society to such organization(s) qualified as exempt for one or more exempt purposes within the meaning of section 501(c)(6)or 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

BY-LAWS

Tippecanoe County Medical Society, Inc.

Chapter 1.

MEMBERSHIP

Section 1. General Qualifications.

To be eligible for membership in any form members must:

Possess the degree of Doctor of Medicine, or Bachelor of Medicine, or an equivalent degree in the healing arts;
Be of exemplary moral character;
Be a citizen of the United States of America, or filed the declaration of intention of becoming a citizen and the first citizenship papers are in full force and effect; and
Abide by the principles of medical ethics as promulgated by the American Medical Association.

Section 2. Special Qualifications for Active Membership.

To be eligible for active membership, in addition to the qualifications stated in Section 1, the applicant must:

Be licensed to practice medicine in the State of Indiana;
Have practiced medicine in Tippecanoe County for one month; unless the applicant has transferred from another community where at the time of transfer the applicant was an active member in good standing of a component and constituent medical society in Indiana, under which conditions he shall be eligible for membership immediately; and
Become a member of the Indiana State Medical Association.

Section 3. Special Qualifications for Senior Membership.

To be eligible for senior membership, in addition to the qualifications stated in Section 1, the applicant must:

Be licensed to practice medicine in the State of Indiana;
Have been an active member in good standing in this or another component medical society in Indiana for not less than twenty years; and
Have attained the age of seventy (70) years.

Section 4. Honorary Membership.

Honorary Members shall consist of physicians of distinction who, in addition to having the qualifications stated in Section 1, have rendered highly meritorious service to the profession of medicine, upon whom the Society may desire to bestow such membership as a special honor and need only to meet the qualifications stated in Section 1. Honorary members shall hold such membership as an honor and distinction and by invitation may attend meetings of the Society. They shall not have the privilege of holding office or voting. They shall not be required to pay dues. Such honor may only be bestowed by a two-thirds affirmative vote of the Society members present and voting at a regular meeting.

Section 5. Application for Membership.

A candidate for membership shall make application in writing to the Society directly or to the Indiana State Medical Association, which will forward the application to the Society. The application shall state his/her date of birth, and such particulars of his/her education, training, and experience as the Society may request, including the date and certificate number of registration in this state. The Society shall inquire into the standing of the applicants, assuring themselves that the applicant is duly registered according to the laws of the State of Indiana and conduct such other investigation as they deem desirable. An application for membership shall require endorsement by the Board of Censors. The Society and the ISMA shall retain a copy of all applications, in either electronic or paper form.

If an applicant seeking admittance into the Society is currently employed by a local medical institution of repute, the Board of Censors may, as needed, defer to the application information gathered during said applicant’s vetting process at the local medical institution.

Section 6. Membership by Transfer.

A physician applying for membership as a transfer from any other component medical society shall submit an application. Member status shall be verified with the previous county medical society, or the Indiana State Medical Association. Upon verification of the member status, the application shall be approved by the Society and retained by the Society and Indiana State Medical Association in either electronic or paper form.

Section 7. Non-Resident Membership.

A physician residing in an immediately adjoining county may become a member of this Society in like manner and on the terms as a physician living in this county, on permission of the county medical society of the county in which the applicant resides.

Section 8. Transfer Letters.

A member in good standing who is free from all indebtedness to this Society, and against who no formal charges are pending, wishing to withdraw, on his application therefore, shall be granted a transfer letter. This letter shall state the date the member associated himself with this Society, the date of issuance of the transfer letter, and a statement that he is in good standing and that his dues have been paid until a specified date. The transfer letter shall be signed by the President and the Secretary.

Section 9. Rights of Members.

The right to vote and hold office in this Society is limited to active members, senior members. All members in good standing shall be equally privileged to attend all meetings of this Society. Members under suspension or expulsion shall not pay dues, nor shall they be eligible to vote, hold office, or take part in any scientific or business proceeding of the Society.

Section 10. Discipline.

A member shall be liable to censure, suspension, or expulsion for one or more of the following causes of action:

Gross misconduct as a physician;
Conviction of a felony;
Willful violation of the provisions of this Constitution and By-laws;
Willful violation of the principles of medical ethics governing the profession which are most commonly modified from time to time by the American Medical Association.

Section 11. Procedure in Formal Charges.

Charges against a member must be made in writing and delivered to the Secretary, who shall immediately furnish a copy to the accused and a copy to the Board of Censors. The Board shall investigate the charges on their merits, but no action shall be taken by the Board within ten days of the presentation of the charges to the accused, nor before giving the accused and the accuser ample opportunity to be heard. The Board of Censors shall find for each charge either (1) that the charge is sustained, or (2) that the charge is not sustained. In the event that a charge is sustained, the Board of Censors shall make a recommendation for (1) Censure, (2) Suspension for a specific length of time, or (3) Expulsion. The Board of Censors shall notify the President in writing of the findings and recommendations. The President shall cause this notification to be read at the next regular meeting as an item of New Business. The membership in attendance at this meeting shall vote upon the recommendation of the Board of Censors. Censure or suspension shall require a two-thirds vote of those present and voting. Expulsion shall require a three-fourths vote of those present and voting. No actions shall be taken by the Society in any case until at least six weeks shall have elapsed since the filing of the charges. A member suspended for a definite time shall be re-instated automatically at the expiration of the time.

Section 12. Attempts to Conciliate.

Efforts in the interest of harmony, conciliation, or reformation, so far as reasonable, should precede the filing of formal charges affecting the character or standing of a member, and the accused shall have the opportunity to be heard in his own defense in all trials and proceedings of this nature. Failure to attempt or achieve reconciliation, however, shall not preclude or otherwise affect investigation, hearing, report, and action on charges.

Section 13. Re-Application after Expulsion

A member expelled from this Society for any cause shall be eligible for membership after one year from the date of expulsion, and on the same terms in like manner as original applicants. A member who has been suspended shall automatically become a member in good standing again upon expiration of the period of suspension and payment of any dues then current.

Chapter 2.

POWERS AND DUTIES

Section 1. Purpose.

To promote collegial harmony within the medical field through frequent meetings or events, full and frank discussions regarding all areas affecting the practice of medicine, and the exercise of intelligent judgment brought thereupon; such that, the opinions of the medical profession will be elevated and made effective in all scientific, legislative, public health, economic, and charitable community affairs;
To promote positive community relations with said medical profession by providing charitable contributions, opportunities, and interactions of time, talent and treasure that enrich the overall well-being of the surrounding community;
To facilitate, with other county medical societies, the continued existence of the Indiana State Medical Association, which with other state associations forms and maintains the American Medical Association.

Section 2. Powers.

This Society shall have the power to acquire and hold title to such real estate and personal property as may be deemed necessary to accomplish its purposes and to carry on such functions and activities as are deemed necessary to accomplish effectively the above purposes. However, it shall engage in no activity that cannot reasonably be considered incidental or necessary to its charitable, educational, or scientific purposes.

Section 3. Physician-Community Relations.

In all proper ways the Society shall endeavor to develop understanding between the medical profession and the public; and it shall be ever ready to explain the position of the medical profession as it relates to ethics, science or economics.

This Society shall endeavor to develop the concept that the physician should be a leader in the community in both medicine and charity, in character, in learning, in dignified demeanor, and in courteous, ethical, and open treatment of his fellow physicians, to the end that the profession may occupy a place of esteem in its own and the public estimation.

Chapter 3

Officers

Section 1. General.

The Officers of this Society for the ensuing year shall be elected at the last meeting of the fiscal year, which shall be known, as the Annual Meeting and held anytime between October and December. A majority of the members present and voting shall be sufficient to elect. An elected Officer shall assume his/her office immediately upon election thereto. An Officer shall serve for the period for which he/she was elected and until his/her successor has been determined and installed. Officers may elect to succeed themselves upon request and vote.

In the event of a temporary absence of any elected Officer other than the President, the President may declare the position vacant, and appoint any member of the Society to fill the vacancy during this temporary absence. In the event of death, disability, or resignation of any elected Officer other than the President, the Executive Committee shall appoint a successor for the balance of the term, subject to ratification by the Society.

Any Officer may be removed from office based on charges in writing, after a hearing before the Society, and by three-fourths vote of members present and voting, providing that a thirty day notice of the hearing was given to the members.

Section 2: Duties of Board of Directors

BOARD OF DIRECTORS

The Society shall work in concert with a Board of Directors. The Board of Directors includes the Society Officers and shall include 1 additional member-director, but may include 3 additional member-directors, who are not required to be licensed in the practice of medicine. The non-physician member-director shall make the overall Board of Director membership an odd number.

The Board of Directors shall guide the Society by establishing its mission, policies and objectives; by supporting the Society Officers in meeting these aims; and by approving charitable organizational spending consistent with its stated mission. The Board of Director member(s) may assume any non-medical duties assigned to the Society Secretary (i.e. record meeting minutes, turn over funds to the Society Treasurer, review physician directory and profiles for accuracy and necessary updates) in lieu of the Society Secretary if it is deemed helpful to efficient maintenance of Society business; serve as an event coordinator for any Society events that are planned; manage the logistics related to accomplishing the Society’s mission, policies and objectives.

The election of 1 or 3 additional, non-physician, member-directors to the Board of Directors shall be by majority approval of the Society Officers. The non-physician member-director(s) of the Board of Directors shall apply for the position directly to the Society Officers with a resume of normal stature for his/her given profession. The 1 or 3 additional, non-physician, member-director(s) may vote only on 1) matters brought before the Society Officers for discussion and vote and 2) only so long as the matter presented to the Society Officers is not a medically related matter.

Section 3. Duties of the President.

The President shall designate an Executive Committee and appoint members to the standing committees as specified in the Constitution, The President shall be the executive head of the Society with full power to transact any business that emergencies or the welfare of the Society may require, with full accountability for actions given to the Executive Committee at the next regular meeting. The President shall preside at the meetings of the Executive Committee and of the Society and perform such other duties as is custom, and as parliamentary usage may require, and being the leader of the profession in the county during the year, it shall be the President’s pride and ambition to leave the Society in better condition as regards both scientific attainment, charitable contributions to the community and harmony than at the beginning of the term of office. At the expiration of the President’s term, the President shall assure prompt and fluent transition to the successor.

Section 3. Duties of the Vice President.

The Vice President shall assist the President in the performance of his/her duties, shall preside in the absence of the President, and in the event of the death, resignation, removal or permanent disability of the President, shall succeed to Presidency.

Section 4. Duties of the Secretary.

The Secretary shall record the minutes of the meeting and receive and care for all records and papers belonging to the Society, including its Charter. The Secretary shall notify each member of the Society as to the time and place of each meeting, and, whenever possible, give the program for the meeting. The Secretary shall keep account of, and promptly turn over to the Treasurer all funds of the Society, which come into hand. The Secretary shall review the Indiana State Medical Association’s physician membership directory and profiles listing all Society physicians for errors or discrepancies that need updating and/or clarification. The Secretary shall promptly turn over the books to the duly elected successor. If so designated by the Society, the Society Secretary may also serve as Treasurer of this Society.

Section 5. Duties of the Treasurer.

The Treasurer shall receive all dues and moneys belonging to the Society. The Treasurer shall have authority to disburse the funds of the Society for all usual and customary purposes, but shall obtain prior sanction by the Society for all other disbursements. The Treasurer shall record for each disbursement sufficient pertinent information to apprise any auditor or examiner of the amount and the facts of the disbursements. The Treasurer shall coordinate as needed with the accounting firm entrusted with processing any tax matters related to Society business. The Treasurer shall prepare and submit an annual statement on receipts and disbursements at the time of the installation of Officers for the ensuing year, or as soon thereafter as reasonably possible. The Treasurer shall make books available for inspection by any member of the Society on reasonable notice and at any reasonable time. The Treasurer shall promptly turn over books to his duly elected successor, and shall actively assist in any details incident to the transfer. If so designated by the Society, the Treasurer may also serve as Secretary of the Society.

Section 6. Duties of the Delegates.

The Delegates shall attend and faithfully represent the members of this Society and the profession of this county in the House of Delegates of the Indiana State Medical Association. The Delegates may make a report of the proceedings of that body to this Society at the earliest opportunity.

Section 7. Duties of a Censor.

Each Censor shall serve on the Board of Censors and faithfully execute the duties of the Board of Censors as specified elsewhere in the By-laws.

Chapter 4

STANDING COMMITTEES and BOARDS

Section 1. Executive Committee

The President shall designate an Executive Committee to consist of the elected Officers of the Society, and such other members as he may chose to designate as consultants. The Executive Committee shall be the executive body of the Society, and between the meetings of the Society, shall have full power to perform all acts and transact all business for or on behalf of the Society and manage the property and conduct the affairs, work and activities of the Society, except as may be otherwise provided in this Constitution and By-Laws. In no instance may the Executive Committee fail to implement a mandate of the Society for reason other than fiscal impossibility, budgetary restrictions, or legal ramifications.

The Executive Committee shall keep minutes of each meeting and their actions and minutes shall be submitted for ratification by the Society at the next regular meeting.

Section 2. Board of Censors,

The Board of Censors shall consist of three elected members of the Society, each serving a term of three years. The members may elect to succeed themselves. The Board of Censors shall review each application to the Society for admittance. The review and decision may take place via electronic format. All questions or concerns shall be forwarded to the Board of Directors for further investigation and answer. Upon resolution of the stated questions and concerns, the findings of the Board of Directors shall be forwarded to the Board of Censors for a final membership admittance decision.

Section 3. Grievance Committee.

The President shall appoint a Grievance Committee as deemed necessary, whose duties shall be to receive complaints, appeals, or suggestions from physicians or lay persons concerning professional conduct. It shall attempt to find the facts regarding any matter brought to its attention through procedures proper and appropriate to that end. If discipline of any member is thought to be indicated, the Committee will refer its opinion to the Board of Censors. The Committee shall keep records of its activities, and shall report at the regular meetings of the Executive Committee.

Chapter 5.

FUNDS and EXPENSES

Section 1. Annual Dues.

The annual dues shall be determined by the first (1st) day of October of the previous year and be payable on the fifteenth (15th) of January of each calendar year. Any member who shall fail to pay his annual dues by the first (1st) day of March shall be notified and summarily suspended without specific action on the part of the Society. A member summarily suspended for non-payment of dues shall be immediately restored to full membership on payment of all indebtedness.

Section 2. Fiscal Year.

The fiscal year of this Society shall be from January 1, to December 31, inclusive.

Chapter 6.

ORDER OF BUSINESS

The order of business shall be as follows:

Call to order.
Introduction of visitors and guests.
Scientific papers and/or discussions of charitable community undertakings.
Unfinished business.
New business.
Announcements.
Adjournment.

Guest speakers may be heard at such time in a meeting as fits the convenience of the President and the speaker.

Chapter 7.

RULES OF ORDER

The deliberations of this Society shall be governed by parliamentary usage as contained in the latest revision of Robert’s Rules of Order, except where modified by the Constitution and By-Laws of the Society.

Chapter 8.

PRINCIPLES OF MEDICAL ETHICS

As a member of this profession and of this Society, a physician must recognize responsibility not only to patients, but also the community, to other health professionals, and to self; and shall be guided by and observe the Principles of Medical Ethics as promulgated from time to time by the American Medical Association.

Chapter 9.

AMENDMENTS

The Society may amend any article of this constitution by a majority vote of its members, present and voting, at any regular meeting or event, provided that such amendment(s) are not in conflict with the Constitution, By-Laws, and regulations of the State Association or those of the American Medical Association; and provided further, that such amendments shall have been read in open session at a previous regular meeting or shall have been sent by mail for member review or made available for member review through electronic communication, to each member at least ten days in advance of the meeting at which final action is to be taken. If an amendment is necessary and no timely regular meeting or event is calendared, members may be notified of the proposed amendment via electronic communication and given 14 days to issue an electronic vote on the proposed matter; a majority vote of respondents will decide the issue. Amendments duly passed by a majority vote of the Society become effective immediately.

Chapter 10.

PERSONAL LIABILITY

No officer or director of this Society shall be personally liable for the debts or obligations of the Society of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this Society.

Chapter 11.

ADHERENCE CLAUSE

Notwithstanding any other provision of these Articles, the Society shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(6) of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax laws.

Chapter 12.

PROHIBITED DISTRIBUTIONS

Chapter 13.

DISSOLUTION

Upon the voluntary or involuntary dissolution of the Society, after paying or making provisions for the payment of all the legal liabilities of the Society, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(6) or 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Amended 01/2022