THE IMARS BAYLAWS

Bylaws of 

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Last revised July 31, 2013

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Frequently asked questions (FAQs) :


1. What is the Council composed of ?

The Board of Directors/Officers and the Councillors. (sec.6)

2. What is the difference between the Board of Directors and the Councillors?

The Board of Directors is composed of Officers which comprise a President,two Vice-presidents, a Secretary-Treasurer (both functions are currently combined into one), Immediate Past-President and President-Elect. The
chair person of the Publications Committee is an ad hoc member of the Board of Directors. The Councilors are the chairs and co-chairs of the committees.
(sec 6.1, 6.2 and 8.1)

3. Who elects the Officers?

Officers are elected by IMARS members based on nominations, generally by the members themselves. Officers must have been members of the Society prior to nomination.(sec 8.2, 8.3)

4. Who elects the Councillors?

Councilors are elected by IMARS members upon nomination by members or self-nomination. (sec 6.5). They include the chairs and co-chairs of each committee.

5. Who is eligible to nominate and vote?

Nominations and voting privileges: all members.

6. How long are the terms of those serving on the Council?

Three years for the President, President-elect and Immediate Past-President. , All others in general three-year terms, renewable up to a total of nine years. See bylaws for exceptions. (sec 8 and 6.1.7)

7. What are the powers of the Board of Directors ?

the Board of Directors shall execute the decisions and recommendations of the Council. See the Bylaws for additional details. (sec 6.3)

8. What are the powers of the Councillors?

The Councillors make recommendations to the Council based on suggestions from their committee.

9. What are the powers of the Members ?

To nominate, elect and remove members of the Council. (sec 8.3, 9.2)

10. What is the nomination procedure?

All nominations are sent to the chair or co-chair of the Nomination Committee who will forward them to the Secretary. Nominations should be accompanied by a brief note stating why the nominee is thought to be a good choice. Anonymous nominations are not accepted. (sec 8.3).

11. How can I be helpful to the Society?

By working on a committee. Contact the committee Chair or President listed on the IMARS website.

12. Can I self-nominate myself to work on a committee?

Yes. Submit your name to the chair of the desired committee.

13. What happens if I stop paying my annual dues?

Your membership will cease but can be reinstated.(sec 4.7)

14. How frequently are scientific meetings held?

The official meeting of IMARS is held every other year. (sec 7.2)

TABLE OF CONTENTS


SECTION 1   Name

SECTION 2   Office

SECTION 3   Purpose and Powers

3.1      Purpose

3.2      Powers

SECTION 4   Membership

4.1      Classes of Membership

4.2      Eligibility

4.3      Application

4.4      Rights and Privileges

4.5      Dues

4.6      Resignation

4.7      Delinquency

4.8 Membership period

4.9 Renewal term

SECTION 5   Meetings of Members

5.1      Annual Meeting

5.2      Additional Meetings

5.3      Voting

5.4      Quorum

5.5      Matters Determined by Mail Ballot

SECTION 6   Council of The Society

6.1      Composition of the Council

6.2      Executive Board (Board of Directors)

6.3      Powers of the Council

6.4      Eligibility

6.5      Nomination and Election of Councilors

6.6      Chairperson

6.7      Removal

6.8      Resignation

6.9      Vacancies

6.10    Compensation

6.11    Succession

SECTION 7   Meetings of the Council

7.1      Notice

7.2      Meetings

7.3      Quorum

7.4      Action by Council – Email Ballot

7.5      Telephone Meetings

SECTION 8   Officers

8.1      Officers of The Society

8.2      Eligibility

8.3      Nomination and Election

8.4      Term of Office

SECTION 9   Duties of Officers

9.1      Duties of Officers

9.2      Removal of Officers

9.3      Resignation

9.4      Vacancies

9.5      Bonding

SECTION 10 Executive Secretary

10.1    Appointment

10.2    Duties of the Executive Secretary

SECTION 11 Committees

11.1    Standing Committees

11.2    Other Committees

11.3    Appointment of Committee Members

SECTION 12 Affiliations

12.1    Chapters and Clubs

12.2    Other Organizations

SECTION 13 Publications

13.1    Official Journal

13.2    Other Publications

SECTION 14 Contracts, Loans, Checks, and Deposits

14.1    Contracts

14.2    Loans

14.3    Checks and Drafts

14.4    Deposits

SECTION 15 General Provisions

15.1    Waiver of Notice

15.2    Auditors

15.3    Prohibition Against Sharing in Society Earnings

15.4    Exempt Activities

15.5    Fiscal Year

15.6    Indemnification

15.7    Insurance

SECTION 16 Amendments

16.1    Bylaws

16.2    Articles of Incorporation

16.3    Proposals

SECTION 17 Duration and Dissolution

17.1   Duration

17.2   Dissolution

THE BAYLAWS TEXT


SECTION 1

1.1 Name

The name of the Corporation is the International Maillard Reaction Society (IMARS), a nonprofit mutual benefit corporation incorporated in the state of Ohio, tax exempt under section 501 (c)(3) of the Internal Revenue Code and its Ohio counterpart.

SECTION 2

2.1 Office

The legal office of The Society shall be located 2103 Cornell Road, room 5144, Cleveland, Ohio, 44106-7288, USA, or other such place as the Council may designate from time to time.

SECTION 3

3.1 Purpose
The purpose of The International Maillard Reaction Society is

3.1.1. to develop and disseminate knowledge of the chemistry and
biology of the Maillard reaction and its role in biomedical and food and soil science

3.1.2. to foster educational, research and technological activities relating to the role of the
Maillard reaction in human health, aging, disease, nutrition and toxicology

3.1.3 to enhance communications and interactions among individuals engaged in Maillard
reaction education, research and technology

3.1.4. to foster Interactions among the various disciplines involved in
study of the Maillard Reaction and to enhance interactions with related disciplines

 

SECTION 4

Membership

4.1. Classes of Membership. There shall be seven classes of membership:

4.1.1. Active Members – scientists who have an interest in Maillard Reaction-related research.

4.1.2. Fellows – Active Members may be advanced to fellowship status upon nomination and following demonstration of active involvement in Society matters, and a high level of research achievement defined by publication in the peer-reviewed literature. The membership committee shall determine eligibility for advancement to fellowship status using guidelines established by the Council. Fellows must remain Active Members of The Society in order to retain their fellowship status.

4.1.3. Postdoctoral Fellow – persons who are four years or less from the date they received their doctorate and whose research pertains, directly or indirectly, to Maillard reaction.

4.1.4. Student – students enrolled in academic degree programs that pertain, directly or indirectly, to Maillard Reaction.

4.1.5. Emeritus- persons who have retired from active research and do not wish to maintain their Active Membership status.

4.1.6. Affiliates: non-scientists who wish to support the goals of the Society.

4.1.7. Corporate or Organizational Member – Corporations and other organizations who support the goals of IMARS with an annual contribution of $3,000 or more. Corporation may designate up to four complimentary Active Memberships for qualified researchers on their staff.

4.2. Eligibility. Any person with an interest in Maillard reaction-related research may apply for membership. Eligibility shall be decided by a membership committee composed of members of The Society and appointed by the Council.

4.3. Application. Application for membership shall be made online at imars.case.edu . It will be forwarded to Membership Committee who shall act upon the application in accordance with procedures established by the Council of The Society.

4.4. Rights and Privileges. All due-paying members shall be eligible to vote and nominate on any matter subject to vote under these Bylaws.

4.5. Dues. The dues for each category of membership shall be established by the Council once each year, for the following year.

4.6. Resignation. Resignation from membership shall be made in writing to The Secretary General. Resignation shall not relieve any member from liability for any dues accrued and unpaid at the time when such resignation is submitted.

4.7. Delinquency. Any member whose dues remain unpaid within the time specified by the Council shall be dropped from membership in The Society after a grace period extending through March 31 of the unpaid year, after which the member will be moved to “inactive membership” category.

4.8. Membership period. IMARS membership period is fixed from Jan. 1 to Dec. 31 each year.

4.9. Renewal term. Renewal of membership shall be made in the preceding year in advance.

 

SECTION 5

Meetings of Members

5.1. The Society shall announce and hold a meeting of the members named “Nth International Symposium on the Maillard Reaction (e.g. ISMR9) every third year at such time and place as shall be determined by the Council. The chair of the Symposium shall be appointed by the Council and the co-chairs shall be appointed by the chair following consultation with the Council. The chair and co-chairs shall work in close collaboration with the Council on the scientific and financial aspects of the meeting, including agreement of the budget and fund-raising. The chair of the Symposium shall have responsibility for the financial success of the meeting and shall control the Symposium account. Sponsorship for the meeting and registration fees shall be paid directly into the Symposium account, unless agreed otherwise. Council may make advances of funds to the Symposium chair for the purpose of facilitating organisation of the meeting. No later than 6 months after closure of the meeting, full accounts of the Symposium shall be provided to the Council by the Symposium chair and surplus funds shall be returned to the Society.

5.2. Additional Meetings. Additional meetings of the members of The Society may be called by the Council at any time. Members of The Society shall be notified of any such additional meeting at least four weeks in advance.

5.3. Voting. At any meeting of the membership of The Society, all due-paying members shall be entitled to one vote on any matter requiring a vote of the members.

5.4. Quorum. At any meeting of The Society, ten percent of the active members of The Society shall constitute a quorum. Unless required by Ohio law, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of the members voting at a meeting shall be necessary for the adoption of any matter.

5.5. Matters determined by Mail or Email Ballot. In lieu of holding a meeting of the members, the Council may submit any matter to the members for determination by an online or email ballot. (This option does not eliminate the need for a biennial meeting). Notice of the matter to be voted upon shall be circulated to all members of The Society, and members shall be provided at least 30 days to return their votes on the matter to The Society. Unless required by Ohio law, the Articles of Incorporation, or these Bylaws, the affirmative vote of the majority shall be necessary for the adoption of any motion.

 

SECTION 6

Council of The Society

6.1 Composition of the Council. The affairs of The Society shall be managed by a Board of Directors/Officers and Councilors comprising the chairs and co-chairs of each committee. Together, they are referred to as “The Council”.
The composition of the Board of Directors/Officers is as follows:

6.1.1. The President of The Society.

6.1.2. The Immediate Past President of The Society.

6.1.3. The President-Elect of The Society.

6.1.4. The Secretary-Treasurer General of The Society. Also known as “Secretary-Treasurer” under Ohio law. This position may in the future be split into Secretary-General and Treasurer.

6.1.5. The Editor-in-Chief of the Official Publication of the Society, currently known as the “IMARS Highlights”.

6.1.76. Councillors: At all times the Councillors shall include the chairs and co-chairs of each committee. Committee chairs and co-chairs shall be elected by the members of the Society whenever the Society holds its International Symposium. Councilors are eligible to serve three yr terms, as provided in Section 6 (6.3-6.4) of these Bylaws.
6.2. Board of Directors (Executive Board). The Society’s Board of Directors/Officers shall consist of the President, , the President-Elect, the Secretary General-Treasurer, and the Past President of the Society. The chairperson of the Publications Committee is an ad hoc member of the Executive Board. The Executive Board shall set the agenda for the Councilors. It will be responsible for regularly reviewing the effectiveness of Councillors and recommending changes when appropriate. In addition, during intervals between meetings of the Councilors, the Executive Board shall exercise the powers of the Council, except that it shall not have the right to amend these Bylaws.

6.3. Powers of the Council. The Council shall have the responsibility and authority for management and supervision of the property and affairs of The Society, including appropriation of funds, appointment of the editorial board of the journal of The Society, establishing the dues, calling the membership meetings, and all other authority relating to the management of The Society that customarily resides in a corporation’s board of directors.

6.4. Eligibility as a Councilor. Any individual who is a due-paying member and shall not be an Officer of The Society. Upon election as an Officer, an individual who is a Councillor shall cease to be a Councilor.

6.5. Nomination and Election of Councilors. Every third year or as dictated by the timing of the International Symposium, in sufficient time prior to the business meeting, the Nominating Committee established under Section 11.1.1 of these Bylaws shall nominate individuals to be placed on the ballot for each Councillor to be elected. The members (Members and Fellows) shall be given an opportunity to submit their own name in writing to the Secretary-General of The Society and shall be listed on the ballot. The ballot shall be mailed to all active members, who shall have 30 days to return their ballots to The Society. Each member with voting privileges shall have up to seven votes for Councilors, but such votes shall be for different individuals and shall not be cumulative. The individuals who receive the largest number of votes shall be elected as Councilors of The Society, each for a term beginning at the end of the annual Council meeting.

6.6. Chairperson. The President of The Society shall serve as the chairperson of the Council. In the absence of the President, the responsibility for chairing a Council meeting shall be determined by the following order of precedence: President-Elect, Secretary General, Treasurer, Immediate Past-President..

6.7. Removal. Any Councillor or Officer may be removed by a two-thirds vote of the members of the Council or of the members of The Society.

6.8. Resignation. Any Councillor may resign from the Council by notifying the Secretary General in writing.

6.9. Vacancies. Any vacancy occurring in the Council may be filled by a majority vote of the members of the Council then in office, for the remainder of the unexpired term of the vacancy.

6.10. Compensation. Councillors shall receive no compensation for their services as Councillors but may be reimbursed for expenses incurred in carrying out their duties if approved by the Council and if such reimbursement does not affect the qualification of The Society under Section 501(c)(6) of the Internal Revenue Code.

6.11. Succession. A Councillor shall be eligible to serve successive terms up to nine years in the
same capacity in office as a Council member. Thereafter members are eligible to serve on the
Council in another capacity.

 

SECTION 7

Meetings of the Council

7.1. Meetings. The Council shall hold at least one regular meeting each calendar year, including one at the time of the Business Meeting of The Society. Meetings may be held via teleconference instead of physical presence (see section 7.5). The time and place of the meeting shall be specified in the notice of the meeting.

7.32. Quorum. At any meeting of the Council, either regular or special, one-third of the members of the Council shall constitute a quorum. Unless otherwise required by Ohio Law, the Articles of Incorporation, or the Bylaws, the vote of a majority of the Councilors present and voting at a meeting at which a quorum is present shall be necessary for the adoption of any matter. The individual members of the Council shall act only as a Council and the individual Councilors members shall have no powers as such.

7.43. Action by Council – Email Ballot. Council may vote on business items via email provided a motion and appropriate background is provided by the President or Executive Director. The majority vote of all Councilors, received within at least 14 days of the motion being offered, will be required for action on any issue. If required, the President may call for a conference call to provide the opportunity for input and discussion (see 7.5 below).

7.54. Telephone Meetings. Unless otherwise provided in the Bylaws, the Council may meet by teleconference or any other means of communication by which all persons participating in the meeting are able to hear and speak to each other. Notice of any such telephone meeting shall be given to all members of the Council in the way specified in Section 7.1 of the Bylaws, and the provisions governing a quorum and voting established in Section 7.3 shall also apply to telephone meetings.

 

SECTION 8

Officers

8.1. Officers of The Society. The elected officers of The Society shall consist of a President, the Immediate Past President, a President Elect, a Secretary General and a Treasurer. The latter functions may be combined into a single Secretary-Treasurer post as dictated by the workload of the Society.

8.2. Eligibility. To be eligible for election as an officer, an individual shall be an Active Member of The Society. A Councillor is eligible for election as an Officer but, upon such election, shall cease to be a Councilor.

8.3. Nomination and Election. The Nominating Committee established under Section 11.1.1 of these Bylaws shall submit in writing to the Secretary General of The Society nominations for each open officer position to be filled. The procedure for nominations by the membership and for voting officer positions shall be the same as the procedure specified in Section 6.3 for Councilors. The individual who has been nominated for an officer position and who has received the largest number of votes for that position shall be elected.

8.4. Term of Office. The term of office for each officer of The Society shall commence at the end of the business meeting of The Society and shall last for the following periods of time: The President shall serve for a term of three years beginning at the end of the business meeting after service as President-Elect for three years and continuing through the business meeting of The Society that follows taking office.

The President-Elect shall serve for a term that coincides with that of the President.

8.4.1.

8.8.4.14. The Treasurer shall serve up two terms of three years, beginning at the end of the business meeting that follows the election and continuing through the second business meeting that follows taking office, and shall be eligible for one reelection for a second term.

 

SECTION 9

Duties of Officers

9.1. Duties of Officers. The officers of The Society shall have the following duties:

9.1.1. The President shall act as the Chief Executive Officer and Chief Operating Officer of The Society and shall preside at all meetings of The Society. He/she together with chair of the Education Committee will be responsible for approving the content of the website of the Society.

9.1.2 The President-Elect shall serve in the absence or inability of the President to act.

9.1.3. The Secretary-General or the President, as agreed, shall maintain custody of the records of The Society, will be responsible for all business transactions, keep the minutes of the meetings of The Society and of the Council, and send notification of all meetings of The Society and of the Council.

9.1.4. The Treasurer shall maintain The Society accounts, prepare annual budgets and fiscal reports, oversee all funds, and perform all other duties customarily undertaken by the treasurer of a
corporation, unless agreed otherwise by the Council.

9.1.5. The officers of The Society may delegate appropriate responsibilities to the Executive Director appointed under Section 10.1, unless the President assumes the function of the Executive Director.

9.2. Removal of Officers. Any officer may be removed at any time by a vote of two-thirds of the Council members or two-thirds of the active members of The Society, whenever in their judgment the best interests of The Society will be served thereby.

9.3. Resignation. Any officer of The Society may resign by notifying the Secretary in writing.

9.4. Vacancies. Any vacancy occurring in an office of The Society may be filled by a vote of the majority of the Councillors and the Officers then in office. Any officer so elected to fill a vacancy shall be elected for the remainder of the term of the office vacated.

9.5. Bonding. The Council may, by resolution, require any officer, employee, or agent of The Society to give bond to The Society, with sufficient sureties, conditioned on the faithful performance of the duties of the respective office or position, and to comply with such other conditions as may be required from time to time by the Council. The premiums for all such bonds shall be paid by The Society.

 

SECTION 10

Executive Director/Administrator

10.1. Appointment. The Council may appoint an Executive Director to assist in the administration of the affairs of The Society.

10.2. Duties of the Executive Director/Administrator. The Executive Director shall report to the President and is charged with the management of the day-to-day affairs of the Society, subject to society governing documents and guidelines adopted by the Council. With the approval of the President, the Officers and Council may delegate to the Executive Director the responsibility for any action for which an officer or the Council has authority unless such authority is non-delegable under these Bylaws. In the event no Executive Director is appointed, this task shall become the responsibility of the President.

 

SECTION 11

Committees

11.1. Standing Committees. The Society shall have the following standing committees, whereby chairs and co-chairs are elected positions that serve terms up to a total of six years on the same committee, and members can serve on any committee without time restrictions.

11.1.2. Education-Website Committee. The Education Committee shall work to devise educational opportunities and resources to members outside of those provided at each full Meeting of the Society. This will included providing on-line educational and teaching resources. It will also make recommendation concerning the content and display of the website.

11.1.3. Finance and Fund Raising Committee. The Finance Committee shall review the financial status of The Society, develop financial policies and procedures, develop a budget, make any recommendations to the Council relating to finances. It will also actively participate in fund raising on behalf of the Society. The Treasurer is to submit the annual financial report to the committee. This committee hall be responsible for making recommendations to the Council regarding locations for all regular Society meetings. The committee is also charged with reviewing evaluations from attendees and making appropriate recommendations to improve future meetings.

11.1.4. Membership Committee. The Membership Committee shall consider the qualifications of persons who have applied for membership in The Society and shall decide on the adequacy of those qualifications. It will also actively participate in recruiting new members to the Society and to promote the organization of local activities.

11.51.6. Nominating Committee. The Nominating Committee shall submit in writing to the Secretary General nominations for each elective office of The Society to be filled in any annual election.

11.61.5. Publications Committee. The Publications Committee shall make recommendations to the President regarding the editorial policy for all publications of The Society and the appointment of the Editor-in-Chief. The Editor(s)-in-chief, the Associate Editors are ex-officio members of the Publications Committee.

11.72. Other Committees. The President of the Council may establish such other committees as may be deemed appropriate for the objectives of The Society. All committees shall report on their activities to the Council.

11.38. Appointment of Committee Members. Chairs and Co-chairs of each committee are elected by the Members. The President of The Society (in consultation with the chairs and Council) shall appoint all members of standing and other committees of The Society. Any member of The Society, in any of the categories of membership, shall be eligible to serve on any committee of The Society.

 

SECTION 12

Affiliations

12.1. Chapters. The Council may establish criteria, requirements, and procedures for the formation, operation and termination of affiliated groups to be called regional Chapters of The Society. A Chapter may include one or more countries. Each such chapter shall set up its own organizational structure and shall be legally independent from IMARS. IMARS may grant formal affiliation status upon review an affiliation request. A typical affiliation request should satisfy the criteria in 12.1.1 through 12.1.7

12.1.1. Objectives and Purposes – The objectives and purposes of the chapter are the same as those of The Society.

12.1.2. President and President-Elect – The President and President-Elect of the chapter shall be persons who are members (of any class) in good standing of The Society.

12.1.3. Membership – Any IMARS member can become a member of the chapter upon presenting proof of membership in The Society and the payment of membership dues to the chapter. Chapter members are invited to become Society members.

12.1.4 Policy – The responsibility for determining chapter policy is set out in the by-laws of the chapter. The chapter may designate spokespersons to represent the chapter in carrying out such policy BUT no person shall presume to speak for the chapter, or The Society on matters of chapter policy or society policy without appropriate authorization. However, these provisions shall not be construed so as to limit a member of a chapter from expressing their personal views either publicly or privately.

12.1.5. Disaffiliation – The Society may disaffiliate with a chapter for good cause in accordance with the rules of The Society.

12.1.6. Applications – Any individual or group may submit an application to the Council for approval for the establishment of a chapter.

12.1.7. Council Approval – A chapter or club shall be established upon the approval of an application by the Council. Such a chapter shall continue in existence until the chapter or club dissolves itself or until the Council takes action to withdraw its approval of the chapter.

12.2. Other Organizations. The Society may affiliate with other organizations on an ad hoc basis, with the approval of the majority of the voting members of the Council. Affiliation in this context means that The Society becomes a member, associate, or affiliate of another organization. Administrative procedures evolved by the Council concerning this relationship as associated with obligations, duties, rights, and privileges resting upon The Society as a body politic, or upon the members of The Society as individuals, shall be set out in the Bylaws of The Society and all such to becoming effective. The Council may establish reciprocal working relationships with any local, national, or international organization whose objectives and activities closely related to the interests of The Society. Such relationships (i) shall not obligate the membership as a whole although individual members may participate on a voluntary basis, (ii) may obligate The Society as a body politic, and (iii) may be extended or discontinued at the discretion of the Council.

 

SECTION 13

Publications

13.1 Official Journal. The official journal of The Society shall be “IMARS Highlights.” Changes in the name, structure, content or frequency of IMARS publications or its Publisher have to be approved by the majority of the Council. Editor(s)-in-chief of the Journal shall be appointed by the Board of Directors upon recommendation from the Publications Committee, for terms up to a total of six years. The Editor-in-chief in collaboration with the Publications Committee will appoint the Associate Editors and members of the Editorial Board of the journal for two or three-year
renewable terms up to six years.

13.2. Other Publications. The Society may, on the recommendation of the Publications Committee, publish other materials from time to time.

 

SECTION 14

Contracts, Loans, Checks, and Deposits

14.1. Contracts. All contracts shall be executed by the President or Executive Director. No other council member has the authority to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society.

14.2. Loans. No loans shall be contracted on behalf of The Society and no evidence of Indebtedness shall be issued in its name unless authorized by the Council. Such authority may be general or confined to specific instances. Any loan shall be executed by the President.

14.3. Checks and Drafts. All checks, drafts or other orders for the payment of money, issued in the name of The Society or Conferences sponsored by The Society, shall be signed by such officer, employee, or agent of The Society and in such a manner as shall be determined from time to time by the Council.

14.4. Deposits. All funds of The Society not otherwise employed shall be deposited from time to time to the credit of The Society in such depositories as the Council Finance Committee or Treasurer may select.

 

SECTION 15

General Provisions

15.1. Waiver of Notice. Whenever any notice is required to be given to any Councilor or other person under the provisions of Ohio law, the Articles of Incorporation, or the Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

15.2. Auditors. A certified public accountant may be employed by the Council to audit the books of The Society for each fiscal year and at such other times and for such periods as the Council may deem advisable, and to furnish reports on such audits and make available an annual report of audits completed.

15.3. Prohibition Against Sharing in Society Earnings. No Councilor, officer, employee, or agent of, or any person connected with, The Society or any other private individual shall receive at any time any net earnings or pecuniary profits from the operations of The Society, except that the Council may employ and pay any person reasonable compensation for services rendered to or for The Society in effecting any of its purposes.

15.4. Exempt Activities. Notwithstanding any other provision of the Bylaws, no Councillor, officer, employee, agent, or other representative of The Society shall take any action or carry on any activity by or on behalf of The Society not consistent with the exempt status or organizations described in Section 501(c)(6) of the Internal Revenue Code, as amended (or the corresponding provision of any future United States Internal Revenue law).

15.5. Fiscal Year. The fiscal year of The Society shall begin of the first day of January and end on the last day of December in each year.

15.6. Indemnification. The Society shall indemnify and defend, to the full extent permitted by the laws of the Ohio, any Councilor, officer, employee, or agent of The Society against expenses actual and necessarily incurred in connection with the defense of any action, suit or proceeding in which such individual is made a party by reason of being or having been such Councilor, officer, employee, or agent, except that The Society shall not indemnify such individuals for willful misconduct. Such indemnification shall not be deemed exclusive of any other rights to which such Councilor, officer, employee, or agent may be entitled under any agreement, vote of the Council, or otherwise.

 

SECTION 16

Amendments

16.1. Bye-laws. With the exception of matters that directly deal with members’ rights, bye-laws may be amended by a majority vote of the Council. With respect to amendments that do address rights and privileges of members, bye-laws amendment may be approved at any annual or special
meeting of the members upon a majority vote of those active members voting, except that no such action shall be taken that would adversely affect the qualification of The Society under Section 501(c)(6) of the Internal Revenue Code, as amended (or the corresponding provision of any future United States Internal Revenue law).

16.2. Articles of Incorporation. The Articles of Incorporation may be amended at any annual or special meeting of members upon a two-thirds vote of those active menders present and entitled to vote at a meeting of the members, except that no such action shall be taken that would adversely affect the qualification of The Society under Section 501(c)(6) of the Internal Revenue Code, as amended (or the corresponding provision of any future United States Internal Revenue law).

16.3. Proposals. Proposed amendments to the Bylaws or the Articles of Incorporation may be sent in writing to the Council at any time by any member. Any amendment endorsed in writing by the majority of voting members shall be submitted to the Council for a vote of the entire active
membership at the next meeting of the members.

 

SECTION 17

Duration and Dissolution

17.1. Duration. The Society shall continue as a corporation until a proposal for dissolution shall be passed by the Council and the members of The Society. For purposes of notice and voting requirements, any such proposal shall be treated as an amendment to the Articles of Incorporation
and shall comply with the provisions of Section 15.2 of these Bylaws.

17.2. Dissolution. Upon the dissolution of the corporation, the Council shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for purposes related to the purposes in Section 3.2 of these Bylaws to such organization or organizations organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) of the Internal Revenue Code.