Bylaws of the Botanical Society of America, Incorporated

(Adopted August, 1985; updated January, 2009)

Table of Articles

Article I. Name and Offices
Article II. Purpose
Article III. Members
Article IV. Dues, Fees and Assessments
Article V. Meetings of Members
Article VI. Officers
Article VII. Other Elected & Appointed Positions
Article VIII. Board of Directors
Article IX. Advisory Council
Article X. Sections
Article XI. Committees
Article XII. Publications
Article XIII. General Provisions
Article XIV. Liability, Indemnification and Insurance
Article XV. Amendment

Supporting Documents - BSA Policies

BYLAWS of the BOTANICAL SOCIETY OF AMERICA, INCORPORATED


ARTICLE I  -  NAME AND OFFICES

      Section 1. Name - The name of the organization shall be the Botanical Society of America, Incorporated.

      Section 2. Offices - The organization shall be incorporated in the State of Connecticut, and may have offices within or without the state.


ARTICLE II  -  PURPOSE, MISSION & OBJECTIVES

      Purpose, Mission & Objectives - The Botanical Society of America (“Society”) shall be operated for scientific and educational purposes.  Its mission is to promote botany, the field of basic science dealing with the study and inquiry into the form, function, development, diversity, reproduction, evolution, and uses of plants and their interactions within the biosphere.  To accomplish this mission, the objectives of the Society are to: sustain and provide improved formal and informal education about plants; encourage basic plant research; provide expertise, direction, and position statements concerning plants and ecosystems; and foster communication within the professional botanical community, and between botanists and the rest of humankind through publications, meetings, and committees.


ARTICLE III  -  MEMBERS

      Section 1.  Classes of Members -  Membership classes of the Society are:
a) Emeritus/Emerita b) Professional; c); Community College Professional; d) Post-Doctoral Professional; e) Student; f) Family Members; g) Life; h) Corresponding. The designation of such classes, the qualifications of the members of such class[es], and the rights of the members of such class[es] shall be as follows:

  1. Emeritus/Emerita – Society members for a minimum of 25 years and retired.
  2. Professional – Any person who is a professional botanist or plant biologist.
  3. Community College Professional - Any person who is a professional botanist or plant biologist teaching in a two-year college.
  4. Post-Doctoral Professionals -Any person who has achieved a doctoral degree, but has not yet achieved a post-doctoral job or fellowship.
  5. Student – Full-time student.
  6. Family – Family memberships are for persons who are spouses or partners, where one is a Professional, Emeritus/Emerita, or Student Member of the Society.
  7. Life – Any person meeting the Professional membership requirements who chooses to become a Life member by meeting the dues set out by the Board of Directors.
  8. Corresponding – Honorary members working as professional botanists in foreign posts, who by virtue of their contributions, are elected by the membership of the Society.

      Section 2.  Non-Voting Member Classes - The Board of Directors may designate non-voting class(es) of membership in order to serve the Mission and Objectives of the Society.

      Section 3.  Application - Any person eligible for membership under these Bylaws may apply for membership on such forms as may be prescribed by the Board of Directors from time to time.

      Section 4.  Voting Rights - Each member with voting rights shall be entitled to one vote.

      Section 5.  Voluntary Termination of Membership - Membership in this Society may terminate by voluntary resignation. All rights, privileges and interest of a member in or to the Society shall cease upon termination of membership. Any member wishing to resign must file a written resignation with the Secretary. Such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

      Section 6.  Suspension and Expulsion - The Board of Directors may, by affirmative vote of a majority of the directors, suspend or expel a member for cause after an appropriate hearing, conducted in accordance with procedures adopted by the Board of Directors.  The Board may, by two-thirds vote of the directors present at a meeting at which a quorum is present, terminate the membership of any member who becomes ineligible for membership.

      Section 7.  Reinstatement - Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by affirmative vote of two-thirds of the directors present at a meeting at which a quorum is present, reinstate a former member to membership upon such terms as the Board of Directors may deem appropriate.

      Section 8.  Transfer of Membership - Membership in this Society is not transferable or assignable.


ARTICLE IV   -  DUES, FEES AND ASSESSMENTS

      Section 1.  Dues - The annual dues for each class of members of the Society shall be as determined by the Board of Directors from time to time.

      Section 2.  Fees - Fees for Society services shall be as determined by the Board of Directors from time to time.

      Section 3.  Special Assessments - Special assessments may be levied by affirmative vote of the Board of Directors and a two-thirds majority of the members having voting rights.

      Section 4.  Termination for Failure to Pay Dues - Members who fail to pay their dues or assessments within sixty (60) days from the time they become due shall be notified by the officer designated for such purpose by the Board of Directors, and, if payment is not made within the next succeeding thirty (30) days, shall be deemed to have resigned from membership and, without further notice and without a hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership. The Board of Directors may prescribe procedures for extending the time for payment of dues and continuation of membership privileges, upon request of a member.


ARTICLE V   -  MEETINGS OF MEMBERS

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

      Section 2.  Special Meetings - Special meetings of the members may be called by the President or the Board of Directors, or upon the written request of not less than 20 percent of the members having voting rights. 

      Section 3.  Notice of Meetings - Written notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting 10 days before the date of such meeting, unless otherwise provided by statute, the Articles of Incorporation, or these Bylaws. Notice may be by mail or electronic means.  In case of a special meeting or when required by statute or by these Bylaws, the purpose(s) for which the meeting is called shall be stated in the notice.

      Section 4.  Record Date - The record date for any meeting of the members shall be the date on which notice is delivered.

      Section 5.  Quorum – Members representing 5 percent of the eligible votes in the Society shall constitute a quorum.  If a quorum is not present, a majority of the members present may adjourn the meeting to another time without further notice. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

      Section 6.  Manner of Action - The act of a majority of the members having voting rights present at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by statute, the Articles of Incorporation, or these Bylaws.

      Section 7.  Attendance by Electronic Means - Members may participate in any meeting through the use of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can communicate with each other.  Such participation in the meeting shall constitute presence in person at the meeting.

      Section 8.  Mail or Electronic Ballot – Votes of the members of the Society may be conducted by regular mail or electronic mail ballot.

      Section 9.  Proxies - Proxy voting shall not be allowed.


ARTICLE VI   -  OFFICERS

      Section 1.  Officers - The elective officers of the Society shall be a President, a President-Elect, a Past-President, a Secretary, a Treasurer, and a Program Director.  

      Section 2.  Term of Office - Each elective officer of the Society shall be elected prior to the annual meeting by the members of the Society.  The President-Elect serves for three succeeding years as President-Elect, President and Past-President. The Secretary, Treasurer and Program Director each serve for three years. Each shall hold office until a successor is elected and qualified or until their death, resignation or removal.  Vacancies of unexpired terms may be filled at any meeting of the Board of Directors.  

      Section 3.  President - The President shall be the chief elected officer of the Society.   Subject to the direction and control of the Board of Directors, the President may convene and shall preside at meetings of the Society and of the Board of Directors.  He/she shall also, at the annual meeting of the Society and at such other times as is deemed proper, communicate to the Board of Directors or the Society on such matters and make such suggestions to promote the welfare and increase the usefulness of the Society, and shall perform such other duties as prescribed by the Board of Directors and membership from time to time.

      Section 4.  President-Elect - The President-Elect shall perform such duties and have such responsibilities as prescribed by the President or the Board of Directors from time to time.   Further, in the absence of the President or in the event of his or her inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

      Section 5.  Past-President – The Past-President shall perform such duties as prescribed by the President or the Board of Directors.

      Section 6.  Secretary - The Secretary shall certify the Bylaws, the resolutions of the members, the Board of Directors and committees, and other documents of the Society as true and correct copies thereof, and shall have such other duties as prescribed by the President or the Board of Directors from time to time.

      Section 7.  Treasurer - The Treasurer shall remain fully advised as to the financial condition of the Society and shall regularly report to the Board of Directors on the financial conditions of the Society and the adequacy of the accounting records of the Society. The Treasurer shall have such other duties as prescribed by the President or the Board of Directors from time to time.

      Section 8.  Program Director – The Program Director arranges the scientific program, social events, and business and Advisory Council meetings of the Society at the annual meeting. The annual meeting program is planned cooperatively with the Sections of the Society and is coordinated with the programs of other societies meeting with the Society. The Program Director also issues the call for papers, symposia, workshops, and abstracts; arranges sessions, publishes accepted abstracts, and prepares the final program for the annual meeting of the Society.

      Section 9.  Executive Director - The Board of Directors shall employ or retain a person to serve as the chief executive officer of the Society, who shall be responsible for the administration and management of the Society.  He or she shall have the title of Executive Director or such other title as the Board shall from time to time designate, and he or she may act as Administrative Secretary of the Society.  He or she shall employ and may terminate the employment of members of the staff as necessary to carry on the work of the Society. He or she shall manage and direct all functions and activities of the Society and perform such other duties as the Board of Directors may prescribe from time to time.

      Section 10.  Removal - Any officer may be removed by the Board in accordance with the provisions of Article VIII, Section 16.


ARTICLE VII   -  OTHER ELECTED  & APPOINTED POSITIONS

      Section 1.  Advisory Council Chair – The Chair of the Advisory Council is elected by the members of the Society. Responsible for conducting the business of the Advisory Council in organizing the annual Advisory Council meeting, acting as a liaison to the Board of Directors to communicate the priorities of the Sections, and coordinating meetings and educational opportunities for sections at the annual conference. This responsibility includes communication and collaboration to enhance Section viability.

      Section 2.  At-large Directors of the Board Directors – The At-large Directors of the Board of Directors are elected by the members of the Society preceding the annual meeting. At-large Directors are elected on a rotating basis, one each year, for terms of three years.

      Section 3.  Student Directors of the Board Directors – The Student Directors of the Board Directors are elected by the student members of the Society preceding the annual meeting. Student Directors are elected on a rotating basis, one each year, for terms of two years.

      Section 4.  Editors – The Editor-in-Chief of the American Journal of Botany and Editor of the Plant Science Bulletin are appointed by the Board of Directors of the Society from the membership of the Society.
            (a) Editor-in-Chief of the American Journal of Botany - Responsible for authorizing publication of the American Journal of Botany in accordance with editorial policies established by the Society and the Editorial Board of the Journal. This responsibility includes the processing of manuscripts, overseeing their professional review, preparation of issues, and adherence to a timely publication schedule.
            (b) Editor of the Plant Science Bulletin - Responsible for the editorial policies and for the timely publication of the issues of the Bulletin. In consultation with the Editorial Committee of the Bulletin and the Board of Directors, the Editor publishes news and other items that are deemed of interest to the Society's members.

      Section 5.  Term(s) of Office – The term of office is three years for Advisory Council Chair, three years for each At-large member and two years for each Student member. The term for Editors is five years, unless otherwise established by the Board of Directors.

      Section 6.  Vacancy – A vacancy may be filled by the President with ratification of the Board of Directors.

      Section 5.  Removal – Any elected or appointed person may be removed by the Board in accordance with the provisions of Article VIII, Section 16.


ARTICLE VIII   -  BOARD OF DIRECTORS

      Section 1.  General Powers - The affairs of the Society shall be managed by its Board of Directors.

      Section 2.  Composition and Number - The number of directors shall be 12, including the Officers (President, Past-President, President-Elect, Secretary, Treasurer, Program Director), 3 at-large directors, and 2 student directors. The Executive Director shall serve as an ex-officio member of the board in a non-voting capacity.

      Section 3.  Election - Directors shall be elected by the members of the Society preceding the annual meeting. 

      Section 4.  Tenure - Each director shall hold office until his or her successor is duly elected and qualified or until his or her death, resignation or removal.  No director may serve more than two consecutive terms, unless otherwise determined by the board.

      Section 5.  Qualifications - Directors must be members of the Society in good standing.

      Section 6.  Meetings - Meetings of the Board of Directors shall be held at least two times annually.

      Section 7.  Special Meetings - Special meetings of the Board of Directors may be called by the President or any 4 directors, and the person[s] calling a special meeting of the Board shall fix the time and place of any such meeting.

      Section 8.  Notice - The notice of any meeting of the Board shall specify the purpose for such meeting. Notice of any special meeting of the Board of Directors shall be given at least three days in advance by written notice to each director.

      Section 9.  Quorum - At all meetings of the Board of Directors a majority of the total number of directors then in office shall constitute a quorum for the transaction of business.  If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice. Withdrawal of directors from any meeting shall not cause failure of a duly constituted quorum at that meeting.

      Section 10.  Manner of Action - The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or these Bylaws.

      Section 11.  Action Without Meeting - The Board of Directors may take any action which it could take at a meeting of directors without a meeting if there is consent in writing, setting forth the action so taken, and signed by all the directors entitled to vote on the subject thereof.

      Section 12.  Attendance by Electronic Means - Directors may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can receive information and participate in the voting.  Such participation in a meeting shall constitute presence in person at the meeting.

      Section 13.  Vacancies - Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A director elected or appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor, and until his or her successor is duly elected and qualified or until his or her death, resignation or removal.

      Section 14.  Mail or Electronic Ballot – Unless otherwise determined by the Board, the election of directors and other elected offices by members of the Society may be conducted by regular mail or electronic mail ballot.

      Section 15.  Compensation - Directors shall not receive any compensation for their services as directors. Directors may be reimbursed for expenses incurred in attending any regular or special meeting of the Board. A director may serve the Society in any other capacity for reasonable compensation.

      Section 16.  Removal - A director may be removed with or without cause, by the affirmative vote of two-thirds of the members entitled to vote on removal of directors, at a meeting at which a quorum is present, provided written notice of the meeting is delivered to all such members stating that a purpose of the meeting is to vote on removal of the named director(s).


ARTICLE IX   -  ADVISORY COUNCIL

      Section 1.  Advisory Council - The Advisory Council shall act in an advisory capacity to the Board of Directors and the Society on matters of interest to the Sections in promoting and enhancing the science of botany.

      Section 2.  Composition - The Advisory Council consists of the Advisory Council Chair, President, President-Elect, immediate Past President, Secretary, Treasurer, Program Director, Editor-in-Chief of the American Journal of Botany, Editor of the Plant Science Bulletin, Executive Director, one elected representative from each Section and the chair of each of the committees. Each Section representative shall be elected for a three-year term and that representative may be a Section officer or a section member at-large, consistent with Section bylaws.

      Section 3.  Quorum - Unless the presence of a greater number is required in the resolution designating a committee, a majority of the whole committee shall constitute a quorum.

      Section 4.  Manner of Acting - Unless the act of a greater number is required in the resolution designating a committee, the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Advisory Council.

      Section 5.  Meetings - The Advisory Council shall meet at least once annually, at the annual meeting of the Society.  The Advisory Council shall keep written reports, made available within 30 days after the meeting at the Society office.

      Section 6.  Term of Office - Each member of the advisory council shall continue as such until his or her successor is appointed, unless the committee is terminated sooner, or unless such member is removed from the advisory council, resigns, dies, or ceases to qualify as a member thereof.

      Section 7.  Vacancies - Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

      Section 8.  Action Without Meeting - Any action which may be taken at a meeting of the advisory council may be taken without a meeting if there is a consent in writing, setting forth the action so taken, signed by all of the members of the committee entitled to vote with respect to the subject matter thereof.

      Section 9.  Attendance by Electronic Means - Members of the advisory council may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Such participation in a meeting shall constitute presence in person at the meeting.

      Section 10.  Mail or Electronic Ballot – Unless otherwise determined by the Board, the voting by members of the Advisory Council may be conducted by regular mail, teleconference or electronic mail ballot.


ARTICLE X   -  SECTIONS

      Section 1.  Sections - The Society is divided into interest groups called Sections. Formation of a section is authorized by the Board of Directors when appropriate and the Sections are reviewed annually by the Board of Directors. Any member of the Society may join one or more Sections of the Society after meeting any financial or other obligations which may be imposed by the Section or Sections under the authority granted by this Article. Persons who are not members of the Society are not accorded full privileges of membership in the Sections. The Sections, at their discretion, may accord to such persons some form of associate status, but such associates are not eligible to hold office in any Section or serve as official representatives of the Section at Society meetings until they become members of the Society.

      Section 2.  Elections - Each Section provides for the election or appointment of such officers and committees as it finds necessary.

      Section 3.  Advisory Council Representation – Each Section representative shall be elected for a three-year term and that representative may be a Section officer or a section member at-large, consistent with Section bylaws, and submits reports on Section activity to the Board of Directors as requested.

      Section 4.  Bylaws - Each Section formulates Bylaws for its own governance which are consistent with the organization and purpose or Bylaws of the Society and which are approved by the Board. Such Bylaws are published along with the Bylaws of the Society.

      Section 5.   Dues - Subject to approval by the Board, each Section may levy dues or otherwise collect funds which then are under its control. The collection and use of such funds shall not conflict with any provision of the organization and purposes or Bylaws of the Society, nor endanger the non-profit status of the Society.

      Section 6.   Activities - Subject to Board approval, any Section(s), the majority of whose members so desire, may engage in any professional botanical activity, including publication, which does not conflict with the organization and purposes or Bylaws of the Society.

      Section 7.   Funds - The Board may, but is not obligated to, appropriate funds from the treasury of the Society to help meet incidental expenses of the Sections. Such funds are provided by the Treasurer of the Society.

      Section 8.  Dissolution - The Board may dissolve any Section that becomes inactive, or for sufficient reason. In addition, Sections may be dissolved at any time with the consent of a majority of members of that Section. Any remaining funds revert to the Treasurer of the Society.

      Section 9. Mail or Electronic Ballot – Unless otherwise determined by the Board, the voting by members of the Advisory Council may be conducted by regular mail, teleconference or electronic mail ballot.


ARTICLE XI   -  COMMITTEES

      Section 1.  Committees – The Society shall have Standing and Other Committees.

      Section 2.  Standing Committees – Standing Committees shall be Executive and Committee on Committees.
            (a) Executive Committee – The Executive Committee of the Board of Directors shall be made up of the President, the Past President, the President-Elect, the Secretary, the Treasurer and the Program Director. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Society. They shall have the responsibility of selecting and hiring an Executive Director, subject to approval by the Board of Directors, and annually reviewing the performance of the Executive Director.  The Executive Committee shall keep a full and fair record of its actions. All actions shall be reported to the Board of Directors at its meeting immediately following the action, and shall be subject to revision and alteration by the Board of Directors.  A majority of the Executive Committee shall be necessary and sufficient to constitute a quorum. The Executive Director shall be permitted to attend all meetings of the Executive Committee. Executive sessions may be called which exclude the Executive Director.
            b) Committee on Committees - The committee shall be composed of the President-Elect as chair, the Secretary, and six members, each serving three-year terms, two being appointed each year after nomination by this committee and approval by the Board. The committee shall be responsible for the structural and functional aspects of the standing and other committees. It shall recommend names to the Board of Directors for service yearly and unanticipated vacancies on these committees, giving consideration to: (1) balanced representation; (2) the number of committees and duties which a potential nominee is serving; (3) the principle of rotation of committee assignments; and (4) the responses from the membership to a periodic survey of member interests in and qualifications for service on a committee; and (5) encouraging and developing future leadership in the Society.

      Section 3.  Other Committees – The Board of Directors shall designate such committees as it deems appropriate to carry out the mission and purpose of the Society.  

      Section 4.  Quorum – A majority of the whole committee shall constitute a quorum.

      Section 5.  Manner of Acting – A majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

      Section 6.  Meetings – A committee may fix the time and place of its meetings, specify what notice of meetings, if any, shall be given, and fix its rules of procedure consistent with these Bylaws or with rules adopted by the Board of Directors. 

      Section 7.  Term of Office – Each member of a committee shall continue as such until his or her successor is appointed, unless the committee is terminated sooner, or unless such member is removed from the committee, resigns, dies, or ceases to qualify as a member thereof.

      Section 8.  Vacancies – Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

      Section 9.  Action Without Meeting – Any action which may be taken at a meeting of a committee may be taken without a meeting if there is a consent in writing, setting forth the action so taken, signed by all of the members of the committee entitled to vote with respect to the subject matter thereof.

      Section 10.  Attendance by Electronic Means – Members of a committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Such participation in a meeting shall constitute presence in person at the meeting.

      Section 11.  Mail or Electronic Ballot – Unless otherwise determined by the Board, the voting by members of the Committees may be conducted by regular mail, teleconference or electronic mail ballot.


ARTICLE XII   -  PUBLICATIONS

      Section 1.  Publications – The Society edits, publishes and disseminates the published works of its members and peers through scientific journals, newsletters, and web communications in order to enhance and promote the science of botany. The Board of Directors sets and has oversight of the publications of the Society.  The official publications of the Society shall be the American Journal of Botany, Applications in Plant Sciences and the Plant Science Bulletin.


ARTICLE XIII   -  GENERAL PROVISIONS

      Section 1.  Contracts - The Board of Directors may authorize any officer or officers or agent or agents of the Society 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.  Funds - All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may select.  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 or agent or agents of the Society and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the Society.

      Section 3.  Fiscal Year - The fiscal year of the Society shall be as determined by the Board of Directors.

      Section 4.  Delivery of Notice - Any notice required to be given by statute, the Articles of Incorporation or these Bylaws, shall be deemed to be delivered according to the following rules:  upon personal delivery; if by mail, when deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid;  if by facsimile, when the facsimile is sent via the facsimile number shown for the member/director on the records of the Society; and if by overnight mail, when deposited with the shipping company in a sealed envelope, properly addressed, with shipping charges prepaid or billed to sender's account; if by email, by verifiable email address provided by the member on the records of the Society.

      Section 5.  Waiver of Notice - A written waiver of any notice required to be given by statute, the Articles of Incorporation or these Bylaws, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the holding of the meeting because proper notice was not given.

      Section 6.  Use of Funds and Dissolution - The Society shall use its funds only to accomplish the objectives and purposes specified in its Articles of Incorporation, and no part of its funds shall be distributed to the members of the Society.  Upon dissolution of the Society, any funds remaining shall be distributed to one or more scientific and educational organizations consistent with the Mission and Objectives of the Society.

      Section 7.  Bonding - The Board of Directors may require any officer, director, employee, or agent of the Society, to furnish at the expense of the Society, a fidelity bond, in such a sum as the Board shall prescribe.

      Section 8.  Procedure - All meetings of the Society shall be governed by parliamentary law as set forth in the most recent edition of Robert's Rules of Order when not inconsistent with law or these Bylaws.

      Section 9.  Marks - The Society has the right to trademark marks and other intellectual property developed under its programs. The members shall use the Society’s marks and other intellectual property only as authorized by the Society.

      Section 10.  Non-Discrimination - The Society shall not discriminate in any manner against a person by reason of race, color, creed, sex, sexual orientation, national origin, religious or political affiliation, disability, familial status or marital status.


ARTICLE XIV   -  LIABILITY, INDEMNIFICATION AND INSURANCE

      Section 1.  Limitation of Liability - No director or officer of the Society shall be liable for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director or officer except to the extent dictated by law.

      Section 2.  Indemnification - The Society shall indemnify any person or entity to the extent required by law, and may otherwise indemnify any person or entity to the extent permitted by law.

      Section 3.  Advance Payments - Expenses incurred in defending an action, suit or proceeding may be paid by the Society in advance of the final disposition of such action, suit or proceeding, to the extent permitted by law.

      Section 4.  Nonexclusivity - The indemnification permitted by this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled by law.

      Section 5.  Insurance - The Society may purchase and maintain insurance on behalf of any person to the extent permitted by law, whether or not the Society would have the power to indemnify such person against such liability under the provisions of this Article X.

      Section 6.  Reports - If the Society has paid indemnity or has advanced expenses under this Article XIV to a director, officer, employee or agent, the Society shall report the indemnification or advance in writing to the members entitled to vote with or before the notice of the next meeting of such members.


ARTICLE XV   -  AMENDMENT

      Section 1.  Amendment - These Bylaws may be amended at any time by ballot, received by mail, or fax, or electronic technology with the approval of two-thirds of those voting. A minimum of 10 percent of the membership must participate to constitute a quorum. All changes in the Bylaws will be reported at the next annual meeting and will be reported in writing to the membership within 90 days.


 


*Bold type is unique to the Web version and is provided principally for aesthetics and emphasis. Incorporates changes in the bylaws up to October, 2006.

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