AMERICAN SOCIETY FOR RECONSTRUCTIVE TRANSPLANTATION

ARTICLE I

NAME AND PURPOSES

Section 1. Name. The name of this corporation shall be the American Society for Reconstructive Transplantation (hereinafter referred to as the “Society”), a Pennsylvania nonprofit corporation. 

Section 2. Purpose. In addition to the purposes set forth in the Society’s Articles of Incorporation, as may be amended, the purposes of the Society are to provide a platform for the advancement of education, science and practice of composite tissue allotransplantation (“CTA”) as relevant to reconstructive and transplant surgery. 

Section 3. Offices. The Society shall have and continuously maintain in the State of Pennsylvania a registered office and a registered agent whose office is identical with that registered office and may have such other offices, within or without the State of Pennsylvania, as the Board of Directors may determine. 

ARTICLE II

MEMBERSHIP

Section 1. Membership Qualifications. Membership may be granted to any individual that: (i) meets the criteria set forth for each category of membership in the Society; (ii) shares interest in and supports the purposes of the Society; (iii) abides by these Bylaws, and such other policies, rules, and regulations as the Society may adopt; and (iv) meets such additional criteria for each category of membership in the Society as the Board of Directors may establish.

Section 2. Application. The Board of Directors, or its designee(s), shall adopt an application form and procedures to facilitate the consideration of applicants for membership in the Society. All applicants shall complete the application form and submit the application, along with the designated fee, if any, to the administrative office of the Society. The Board of Directors, or its designee(s), shall review all applications for membership and determine, based on the criteria set forth in these Bylaws and such other guidelines as the Board of Directors may prescribe, whether individual applicants meet the qualifications necessary for membership in the Society. All such qualified applicants shall become members upon notice from the Society and payment of dues. 

Section 3. Membership Categories. The membership of the Society shall be composed of the following categories:

a. Voting Members.

1. Founding Member. Founding membership may be granted to any individual who (i) is recognized in the field of reconstructive transplantation; (ii) has a strong interest and desire to advance the field of reconstructive transplantation; (ii) became a member of the Society either prior to or concurrently with the incorporation of the Society; and (iv) contributed to the establishment of the Society by providing initial funding in addition to membership dues.

2. Full Member. Full membership may be granted to any individual who is a physician, surgeon, scientist or other specialist (i) actively engaged in the science or clinical practice of CTA; or (ii) actively engaged in a field scientifically related to CTA; or (iii) with a background in organ transplantation or reconstructive surgery and an interest in reconstructive transplantation. Physicians and surgeons shall have advanced training or equivalent experience in the science and practice of organ or tissue transplantation or reconstructive surgery. Physicians and surgeons who can prove exceptional experience in the science and practice of reconstructive transplantation and related field may qualify for full membership while they are still participating in pre or postdoctoral training programs. Non-physicians, including coordinators, statisticians, and policy makers who hold a doctoral degree, a Bachelor’s degree, or equivalent relevant certification must have professional experience in the field of transplantation or reconstructive surgery with continuing and active involvement in clinical medicine or research, or transplantation or reconstructive surgery public policy (as determined by the Board of Directors, or their designee(s)) in order to qualify for Full membership.

b. Nonvoting Members

1. Candidate Member. Candidate membership may be granted to any individual who is currently participating in a pre or postdoctoral training program related to the science and clinical practice of CTA. Individuals who have completed their training but do not otherwise qualify for Full membership may remain Candidate members for a maximum of two years following completion of their training. At the conclusion of such two year period, the membership of all Candidate members who do not qualify for Full membership shall automatically terminate. Upon completion of their training program, Candidate members eligible for Full membership must apply for Full membership. In the event a Candidate member eligible for Full membership fails to apply for Full membership the membership of such Candidate in the Society automatically shall terminate. 

2. Emeritus Member. Emeritus membership may be granted to any individual who (i) has been a Full member of the Society in good standing for at least 10 consecutive years; (ii) is at least 65 years of age; (iii) has retired from practice in the field of reconstructive surgery or transplantation; and (iv) has formally requested Emeritus membership. Emeritus members shall not be required to pay annual membership dues.

3. Associate Member. Associate membership may be granted to any individual who has demonstrated a sustained and continued interest in the field of reconstructive surgery or transplantation but who does not otherwise qualify for membership in the Society. 

4. Honorary Member. Honorary membership may be granted to any outstanding individual who has a distinguished record in transplantation and/or reconstructive surgery (irrespective of professional discipline). Honorary members shall not be required to pay annual membership dues.

Section 4. Rights and Duties. 

a. Founding and Full members (sometimes collectively referred to herein as “voting members”) may vote in the Society’s elections, hold office in the Society, and serve on the Board of Directors. 

b. All members shall be entitled to attend the member and educational meetings, and social functions of the Society. All members, with the exception of Associate members, may serve on the Society’s committees.

c. Notwithstanding anything set forth to the contrary herein, the voting members’ right to vote is specifically limited to elections of Directors and Officers, and no other matter. Each eligible voting member shall have one (1) vote in such elections. No member of the Society shall have the right to vote, without limitation, on the amendment of the Society’s Articles of Incorporation, the merger or dissolution of the Society, or the amendment of its Bylaws. 

Section 5. Disciplinary Action/Termination of Membership.

a. Grounds for Discipline. The Society may discipline a member for any of the following reasons: 

1. Failure to comply with these Bylaws, or any other policies, rules or regulations of the Society; 

2. Conviction of a felony or a crime related to, or arising out of, the practice of medicine or involving moral turpitude; or

3. Immoral, dishonorable, or unprofessional conduct considered prejudicial to the best interests of, or inconsistent with, the purposes of the Society.

b. Procedures. Discipline may include, but not be limited to, censure, suspension, probation, and expulsion. Disciplinary action may be taken provided that a statement of the charges shall have been sent by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Society. Such disciplinary actions shall be conducted in accordance with procedures established by the Board of Directors. 

c. Non-Payment of Dues/Termination of Membership. The membership of any member who is in default of payment of dues or assessments for more than three (3) months, or otherwise becomes ineligible for membership, shall be terminated automatically, according to such rules or procedures as the Board of Directors or their designee(s) shall establish, unless such termination is delayed by the Board of Directors, or its designee(s).

Section 6. Reinstatement. Members who have resigned or been terminated for non-payment of dues or assessments may be reinstated upon (i) payment of delinquent dues or assessments; (ii) application to the Board of Directors; and (iii) meeting such additional terms and conditions as may be established by the Board of Directors.

ARTICLE III 

DUES AND ASSESSMENTS

The initial and annual dues for all members of the Society, and the time for paying such dues and other assessments, if any, shall be determined by the Board of Directors. Under special circumstances, the Board of Directors, or its designee(s), may waive or reduce the annual dues and/or assessments for any member.

ARTICLE IV

MEMBERSHIP MEETINGS

Section 1. Annual Meeting. An annual business meeting of the voting members of the Society shall be held at such time and place as shall be determined by the Board of Directors.

Section 2. Special Meetings. Special meetings of the voting members of the Society may be called at the request of the President or any five (5) members of the Board of Directors, or at the written request of two-thirds (2/3) of the Society’s voting members. The time and place for holding special meetings shall be determined by the Board of Directors.

Section 3. Notice. Notice of any annual or special meeting of the voting members shall state the time, date, place, and purpose of the meeting, and shall be delivered not more than sixty (60) and not less than five (5) days prior to the date of such meeting, unless otherwise required by applicable law.

Section 4. Quorum. The presence (either in person or by proxy) of ten percent (10%) of the eligible voting members of the Society shall constitute a quorum for the transaction of business at any duly called meeting of the voting members, provided that if less than a quorum is present, a majority of the voting members present may adjourn the meeting to another time without further notice.

Section 5. Manner of Acting. The act of a majority or more of the voting members present (either in person or by proxy) at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 6. Mail/Electronic Vote. Voting by mail or electronic means shall be permitted to the full extent allowed by the Pennsylvania Nonprofit Corporation Law, as may be amended. A mail or electronic vote may be called by the Board of Directors. 

ARTICLE V

BOARD OF DIRECTORS

Section 1. Authority and Responsibility. The affairs of the Society shall be managed by the Board of Directors which shall have supervision, control, and direction of the Society, shall determine its policies or changes therein within the limits of these Bylaws, shall actively promote its purposes, and shall have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2. Composition and Term. The Board of Directors shall be composed of nine (9) members elected by the voting members, except for the first term when the Board shall be composed of eight (8) members with no Immediate Past President. Directors shall serve a two (2) year term in office or until such time as their successors are duly elected, qualified, and assume their position, and may not serve more than two (2) consecutive terms in office outside the Presidential line. Notwithstanding the foregoing, Officers shall continue on the Board until completion of their full term in office. In order to create a staggered term, three (3) members of the initial Board of Directors outside the Presidential line shall serve one two (2)-year term in office (this sentence shall automatically be deleted from the Bylaws upon election of the initial Board). The terms of the Directors shall be staggered such that no more than three (3) Directors shall stand for election in any year. 

Section 3. Invited Participants. The Chair(s) of the Scientific Advisory Board and the Executive Director (if any) shall be invited to attend and participate, without vote, in all regular and special meetings of the Board of Directors (except those held in executive session). Questions regarding additional invited participants shall be decided by the Board of Directors.

Section 4. Qualifications. Only voting members shall be eligible to serve on the Board of Directors. 

Section 5. Nomination of Directors. Voting members interested in serving on the Board shall notify the Nominating Committee by submitting a written statement expressing such interest no later than sixty (60) days prior to the annual business meeting during which elections are to be held. Voting members also may nominate other voting members by submitting their nominations to the Nominating Committee no later than sixty (60) days prior to the annual business meeting during which elections are to be held. The Nominating Committee shall consider all eligible nominees and shall recommend a slate of qualified candidates to the Board of Directors to fill each seat on the Board of Directors that is either vacant or set to expire. The Board of Directors shall approve such slate, with such changes as it deems necessary or prudent, in its sole discretion. Upon approval of the Board, the membership shall be presented with a ballot containing the names of the approved candidates for election to each directorship which is vacant or about to expire.

Section 6. Regular Meetings. The Board of Directors may take action to set the time, date, and place for the holding of a regular annual meeting of the Board of Directors and additional regular meetings of the Board of Directors without other notice than such action.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of, the President or upon a written request to the Secretary of five (5) members of the Board of Directors. Notice of any special meeting of the Board of Directors shall state the time, date, and place of the meeting and shall be delivered at least five (5) days prior to the date of such meeting. 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 and convened.

Section 8. Meeting by Conference Call. Any action to be taken at a meeting of the Board of Directors or any committee thereof may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of any meeting to be held by conference call (whether regular or special) may be delivered a minimum of twenty-four (24) hours prior to the meeting.

Section 9. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors; provided that when less than a quorum is present at said meeting, a majority of the Board of Directors members present may adjourn the meeting to another time without further notice.

Section 10. Manner of Acting. The act of a majority of Directors present at a duly called 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 law, the Articles of Incorporation, or these Bylaws.

Section 11. Action by Written Consent. Any action requiring a vote of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the Board of Directors entitled to vote with respect to the subject matter thereof.

Section 12. Resignation and Removal. Any member of the Board of Directors may resign at any time by giving written notice to the Executive Director. In addition, any member of the Board of Directors may be removed by a majority vote of the voting members, whenever, in their judgment, the best interests of the Society would be served by such removal.

Section 13. Vacancies. Vacancies in any Director position shall be filled by the Board of Directors. A Director elected pursuant to this Section shall hold their position for the remainder of the original term for which he or she was elected to fill. 

ARTICLE VI

OFFICERS

Section 1. Officers. The officers of the Society shall be a President, President Elect, Immediate Past President, Treasurer, and Secretary (collectively, the “Officers”) and such other officers as may be elected or appointed in accordance with the provisions of this Article. Such officers shall have the authority to perform the duties set forth below and as prescribed by the Board of Directors. No two (2) offices may be held simultaneously by the same person. 

Section 2. Election/Qualifications. The President Elect, Secretary, and Treasurer annually shall be elected by the Board of Directors. The Nominating Committee shall recommend a slate of qualified Board members to the Board for election as Officers. Candidates for Secretary and Treasurer shall have at least two (2) years of eligibility remaining as a Board member. Board members that have completed two (2) consecutive terms in office are ineligible to stand for election as a Secretary or Treasurer. The Board of Directors shall elect such slate, with such changes as it deems necessary or prudent, in its sole discretion. 

Section 3. Term. The Officers shall serve a two (2) year term in office, or until such time as their successors are duly elected, qualified, and take office. The Treasurer and Secretary may not serve more than two (2) consecutive terms in such offices. The President Elect automatically shall succeed to the office of President upon conclusion of his or her term in office as President Elect. The President automatically shall succeed to the office of Immediate Past President upon conclusion of his or her term in office as President. 

Section 4. President. The President shall be the principal elected officer of the Society and shall, in general, supervise all of the business affairs of the Society, subject to the direction and control of the Board of Directors. The President shall be a member, without vote, of all committees, except as otherwise provided by these Bylaws. The President shall, in general, perform all duties customarily incident to the office of President and such other duties as may be prescribed by the Board of Directors.

Section 5. President Elect. The President Elect shall assist the President and shall substitute for the President when required. The President Elect shall be a member, without vote, of all committees, except as otherwise provided by these Bylaws. The President Elect shall, in general, perform all duties customarily incident to the office of President Elect and such other duties as may be prescribed by the Board of Directors. The President Elect shall succeed to the office of President in the event of the death, resignation, removal, or incapacity of the President. 

Section 6. Immediate Past President. The Immediate Past President shall perform such duties as may be prescribed by the Board of Directors.

Section 7. Treasurer. The Treasurer shall be the principal accounting and financial officer of the Society and shall have charge of and be responsible for the maintenance of adequate books of account for the Society; shall have charge and custody of all funds and securities of the Society, and be responsible therefore, and for the receipt and disbursement thereof; shall deposit all funds and securities of the Society in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws. The duties of the Treasurer may be assigned by the Board of Directors in whole or in part to the Executive Director, or his or her designee(s), or such person(s) as the Board shall designate.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the voting members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the Society’s records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. The ministerial duties of the Secretary may be assigned, in whole or in part, to the Executive Director, or his or her designee(s), or such person(s) as the Board shall designate.

Section 9. Resignation and Removal of Officers. Any officer may resign at any time by giving written notice to the Executive Director. In addition, any officer may be removed by the Board of Directors, whenever, in their judgment, the best interests of the Society would be served by such removal. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an officer or agent shall not of itself create any contract rights.

Section 10. Officer Vacancies. Vacancies in any office shall be filled by the Board of Directors at its next scheduled meeting, or at a special meeting called for that purpose, provided, however, the President Elect automatically shall succeed to the office of President in the event of the death, resignation, removal, or incapacity of the President. In the event the President Elect position is vacant at such time as there becomes a vacancy in the office of President, the Board of Directors immediately shall fill the office of President and such appointee shall hold office until the next regularly scheduled election. An officer elected pursuant to this Section shall hold office until the next regularly scheduled election.

ARTICLE VII

EXECUTIVE DIRECTOR

The Board of Directors may, in its discretion, employ or appoint a salaried staff head or firm to take responsibility over the administrative and day-to-day operation of the Society. Such salaried staff head or firm shall be responsible to the Board of Directors. Such salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall have the title of “Executive Director.” All references to the “Executive Director” in these Bylaws are only applicable if the Board actually has retained a salaried staff head or firm. The Executive Director shall have the authority to execute contracts on behalf of the Society and as approved by the Board of Directors, and may carry out such other duties as may be specified by the Board of Directors. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Society. The Executive Director shall attend and participate in all meetings of the Society’s Board of Directors (except those held in executive session) and committees, except as otherwise provided by these Bylaws. 

ARTICLE VIII

COMMITTEES AND TASK FORCES

Section 1. Executive Committee.

a. Composition. The Executive Committee shall be comprised of the President, President Elect, Treasurer, Secretary, and Immediate Past President. The Executive Director shall be invited to attend and participate in all meetings, without vote, of the Executive Committee, except those held in executive session. The President shall serve as the chair of the Executive Committee.

b. Authority. The Executive Committee shall have the authority to perform the business and functions of the Society between meetings of the Board of Directors, except as otherwise set forth in these Bylaws or the Pennsylvania Nonprofit Corporation Law, as may be amended, reporting to the Board of Directors any action taken; but the delegation of authority to the Executive Committee shall not operate to relieve the Board of Directors or any individual officer or member of the Board of Directors of any responsibility imposed by law.

c. Meetings and Voting. The Executive Committee shall meet in person or by conference call upon the request of the Chair or a majority of the Executive Committee. Each member shall have one (1) vote. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any duly called meeting of the Executive Committee; provided when less than a quorum is present at said meeting, a majority of the members present may adjourn the meeting without further notice. The act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the Executive Committee.

d. Nominating Committee. 

1. Composition. The Nominating Committee shall consist of not less than five (5) voting members. Members of the Nominating Committee are not eligible to stand for election or reelection to the Board during their term on the Nominating Committee.

2. Appointment and Term. The Immediate Past President shall serve as the Chair of the Nominating Committee. The Board of Directors shall appoint four (4) additional voting members to serve on the Nominating Committee. Each Nominating Committee member shall serve a two-year term in office. Nominating Committee members may not serve more than two (2) consecutive terms in office. 

3. Duties. The Nominating Committee shall solicit nominations for Directors and shall submit to the Board of Directors a list of qualified candidates to succeed those Directors whose terms shall expire at the conclusion of the next annual meeting, if any. The Nominating Committee also shall submit to the Board of Directors a list of qualified candidates to succeed those Officers whose terms are set to expire at the conclusion of the next annual meeting, if any.

4. Quorum and Manner of Acting. A majority of the members of the Nominating Committee shall constitute a quorum for the transaction of business unless otherwise set forth in these Bylaws. A majority vote by committee members present and voting at a meeting at which a quorum is present shall be required for any action.

Section 2. Scientific Advisory Board. 

a. Composition. The Scientific Advisory Board shall be comprised of such individuals as may be appointed by the Board of Directors. The Scientific Advisory Board’s purpose, authority, and composition, and the qualifications required for membership on the committee shall be established by the Board of Directors. 

b. Qualifications. Members of the Scientific Advisory Board shall (i) be active and distinguished scientists; (ii) have an outstanding record in transplantation immunology, reconstructive surgery, or closely related fields; and (iii) maintain active research programs with exceptional relevance to the progress of reconstructive transplantation. 

c. Purpose. The Scientific Advisory Board shall be available to consult with and provide insight to the Society and the voting members with respect to clinical as well as scientific questions related to transplantation immunology.

Section 3. Other Standing Committees. The Board of Directors may establish such other standing committees as it deems necessary or prudent in the exercise of its authority and responsibility as set forth in these Bylaws. 

a. Authority/Composition/Qualifications. The action establishing a standing committee shall set forth the committee’s purpose, authority, and composition, and the qualifications required for membership on the committee. In the absence of any direction to the contrary in the authorizing action, the President shall appoint the Chair and members of all standing committees, subject to the approval of the Board of Directors. Any committee having the authority of the Board of Directors shall have members of the Board of Directors as a majority of its members. 

b. Quorum and Manner of Acting. At all meetings of any standing committee, a majority of the members shall constitute a quorum for the transaction of business unless otherwise set forth in these Bylaws or the resolution establishing such committee. A majority vote by committee members present and voting at a meeting at which a quorum is present shall be required for any action.

c. Committee Vacancies. Except as otherwise provided herein, vacancies in the membership of a council or committee shall be filled by the President.

d. Policies and Procedures. The Board of Directors shall develop and approve policies and procedures for the operation of all councils and standing committees. All councils and standing committees shall report to the Board of Directors, unless otherwise set forth in the resolution establishing such council/committee.

Section 4. Advisory/Ad Hoc Committees and Task Forces. The President or Board of Directors may appoint such advisory or ad hoc committees or task forces as are necessary or appropriate in the exercise of its authority and responsibility as set forth in these Bylaws. An ad hoc committee shall terminate two (2) years from the date of its creation, unless renewed by the Board of Directors. A task force shall terminate after one (1) year from the date of its creation, unless renewed. Ad hoc committees and task forces may be established for longer periods with the approval of the Board of Directors. The action establishing such a committee or task force shall set forth the committee’s or task force’s purpose and composition.

a. Quorum and Manner of Acting. At all meetings of any advisory or ad hoc committee or task force, a majority of the members thereof shall constitute a quorum for the transaction of business. A majority vote by committee or task force members present and voting at a meeting at which a quorum is present shall be required for any action.

b. Committee/Task Force Vacancies. Except as otherwise provided herein, vacancies in the membership of a committee or task force shall be filled by appointments made in the same manner as the original appointments to that committee/task force.

c. Policies and Procedures. The Board of Directors shall develop and approve general policies and procedures for the operating of all committees and task forces. All committees and task forces shall report to the entity creating the committee/task force.

ARTICLE IX

ELECTRONIC MEETINGS

Any action to be taken at a Board of Directors, voting member or committee meeting may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least twenty-four (24) hours prior to the meeting.

ARTICLE X

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.

ARTICLE XI

FINANCE

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. Payment of Indebtedness. 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 be determined by action of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President.

Section 3. Deposits. All funds of the Society shall be deposited to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Bonding. The Board of Directors may provide for the bonding of such officers and employees of the Society as it may determine is necessary and/or appropriate.

Section 5. Gifts. The Board of Directors may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society.

Section 6. Books and Records. The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board of Directors, Executive Committee and any committees having the authority of the Board of Directors. 

Section 7. Fiscal Year. The fiscal year of the Society shall be determined by the Board of Directors.

ARTICLE XII

INDEMNIFICATION

The Society shall indemnify all past and present officers, directors, employees, committee, members, and all other volunteers of the Society to the full extent permitted by the Pennsylvania Nonprofit Corporation Law, as may be amended, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined by the Board of Directors.

ARTICLE XII

WAIVER OF NOTICE

Whenever notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, 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.

ARTICLE XIII

AMENDMENTS

These Bylaws may be amended, altered or repealed and new Bylaws may be adopted by a majority vote of the Board of Directors.

ARTICLE XIV

DISSOLUTION

In the event of the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of the remaining assets of the Society (except any assets held by the Society upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of the Society in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding provisions of any future United States Internal Revenue statute, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Society is then located, exclusively for such purposes in such manner, or to such organization or organizations that are organized and operated exclusively for such purposes, as said court shall determine.