ARTICLE I - IDENTIFICATION
Section 1. Name
The name of this corporation is Oregon Society of Certified Public Accountants.
Section 2. Purpose
The Oregon Society of CPAs (OSCPA) is a voluntary association of CPAs engaged in but not limited to public practice, industry, government and education.
The Society’s mission is to promote the CPA profession by acting in a representative capacity facilitating professional relationships, and furthering the knowledge, competence, performance, and standing of members.
Section 3. Principal Office
The principal office of the corporation shall be located in Oregon, in such place determined by the Board of Directors.
Section 4. Governing Law
The Society is organized as a mutual benefit nonprofit corporation under the Oregon Revised Statutes Chapter 65 Nonprofit Corporations (Act) and is a tax-exempt organization described under the provisions of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
Section 5. Definitions
As used in these bylaws:
A. "State" means all the fifty states, the District of Columbia, Puerto Rico, and the territories or territorial possessions of the United States of America.
B. “Board” means the OSCPA Board of Directors.
C. “Chair” means the president of the OSCPA Board of Directors.
D. “Committee” means all volunteer groups appointed by the chair of the Board.
E. “Directors” means the members of the OSCPA Board of Directors.
F. “Certificate” means certificate as a Certified Public Accountant as issued by governmental authority.
G. “Permit” means permit to practice public accounting as issued by governmental
Section 6. Performance
When the last day for performance of any act under these bylaws falls on a Saturday, Sunday, or a legal holiday, the act is considered timely if performed on the next succeeding day which is not a Saturday, Sunday, or a legal holiday.
Section 7. Miscellaneous
Wherever notice is required in these bylaws, such notice shall be given in writing or electronic means unless otherwise specified for a particular purpose. Notice may be communicated by any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. Written notice by the Society to a member is effective when mailed postage paid, or sent by electronic means, correctly addressed to the member’s address shown in the Society’s current records.
ARTICLE II - MEMBERSHIP
Section 1. Categories
There shall be two general categories of members in the Society: Voting Members and Affiliate Members.
Section 2. Voting Members
There shall be three classes of Voting Members: Active Members, Retired Voting Members, and Life Members.
A. Active Members
- Any person who (a) holds a certificate as a certified public accountant under the laws of any state or has held a certificate at some point and that certificate has not been revoked for disciplinary reasons or actions as referenced in Article XI (4)(B), and (b) is a resident of Oregon or has a place of business or employment within Oregon, may apply to the Society for membership as an Active Member.
- Any Affiliate Member who does not live or have a place of business or employment in Oregon but is either (a) licensed in Oregon or another state or (b) doing business in Oregon may elect to change their status to that of an Active Member by submitting a request to the Society.
- Upon approval for membership, Active Members shall be issued a certificate of membership. Once approved, a person shall remain an Active Member as long as the criteria for membership continue to be met.
B. Retired Voting Members
- Any person who (a) holds a certificate as a certified public accountant under the laws of any state, or has held a certificate at some point and that certificate has not been revoked for disciplinary reasons or actions as referenced in Article XI (4)(B), and (b) is fully retired from employment, or (c), if employed as a business professional, works less than an average of twenty hours per week calculated on an annual basis, and d) currently lives or works in Oregon, may change their status to Retired Voting Member by submitting a request to the Society.
C. Life Members
- Any person who (a) has been an Active Member of the Society continuously for a period of forty years and (b) has served for at least one year as a chair or vice chair of a committee, an officer of a chapter, or in leadership as a member of the Board of Directors of the Society, The OSCPA Educational Foundation, Oregon Certified Public Accountant / Legislative Action Committee (OCPA/LAC), OSCPA Group Health Trust or other Society boards may change their status to Life Member by submitting written information on the Member’s eligibility as a Life Member to the Society. Life Members shall be exempt from dues. Also, any person who has demonstrated valuable service to the profession, but does not otherwise meet the requirements may, at the discretion of the Board, be accorded special status as a Life Member.
Section 3. Affiliate Members
Any person who does not meet the criteria as a Voting Member, but who has a demonstrable connection to the Society, as determined by the Board of Directors, may apply to the Society to become an Affiliate Member.
A. Affiliate Members may attend any meeting of the Society but shall not be entitled to vote.
B. The Board of Directors shall determine the classes, qualifications, and other rights and privileges of Affiliate Members..
Section 4. Rights and Privileges
A. Voting Members may attend any meeting of the Society, and shall be entitled to vote on all matters referred to the membership; shall be entitled to receive all communications directed to the membership of the Society; shall be eligible to serve on any appointed or standing committee; may be appointed to chair any committee; and shall receive such other benefits as the Board of Directors may determine from time to time. Only Voting Members of the Society are eligible to serve on the Board or as officers of the Society.
B. Affiliate Members may attend any meeting of the Society; shall be entitled to receive all communications directed to the Affiliate membership of the Society; shall be eligible to serve on appointed or standing committees as the Board of Directors may determine; may be appointed to chair a committee; and shall receive such other benefits as the Board of Directors may determine from time to time.
Section 5. Application for Membership
A person wishing to become a Member shall submit an application for membership to the Society, using such form and fees as the Board of Directors may prescribe. All applications shall be processed and approved according to procedures adopted by the Board.
ARTICLE III - MEMBER MEETINGS
Section 1. Annual Meeting
An annual membership meeting shall be held within the first 90 days after the start of the fiscal year for the purpose of transacting any business as may properly come before the meeting. The time and place of such meeting shall be set by the chair with the concurrence of the Board of Directors.
Section 2. Special Meetings
Special meetings of the membership may be called at any time by the chair if notice is fair and reasonable as described in the Act. The chair must call a meeting within 30 days upon president/CEO receipt of written request by 25 Voting Members.
Section 3. Quorum
The Voting Members present at any membership meeting of the Society shall constitute a quorum. By a majority vote of Voting Members present, a motion or resolution shall be submitted to the Voting Members of the Society for vote as provided in Article XIII, Section 3 of these bylaws.
Section 4. Meeting Notice
Notice of annual, regular and special membership meetings shall be given in writing or electronic means no fewer than seven days in advance, or if mailed by other than first class, registered mail, or expedited delivery, no fewer than 30 nor more than 60 days before the meeting. Advance notice of the annual meeting or other meetings may be given when necessary for advance planning or to arrange accommodations, and shall be followed by official notice as described in the preceding sentence.
OSCPA committee, subcommittee, task force, chapter, knowledge network and other like meetings shall be communicated as authorized by the Board in compliance with the Act.
Section 5. Membership Meeting Participation by Remote Communication
Members shall be deemed to be present in person at any meeting called for in these bylaws utilizing remote communication as authorized by the Board in compliance with Oregon Revised Statute governing electronic communication for a membership meeting.
ARTICLE IV - BOARD OF DIRECTORS AND OFFICERS
Section 1. Directors and Duties
The Society shall be managed by a Board of Directors consisting of the following:
A. The three elective officers provided by Article IV (3) (A)(1).
B. At least five, but not more than nine elective directors. The Board is authorized to determine the appropriate number of elective director positions.
C. The immediate past chair of the Society.
D. The president/CEO shall serve as an ex-officio member (non-voting).
The Board of Directors shall exercise all powers requisite for the management of the Society. The Board may adopt written policies to carry out the provisions of these bylaws. Such policies shall remain in effect until suspended, amended or revoked by the Board.
Section 2. Terms of Office
The elective directors shall hold office for a term of three years unless a different term is necessary to implement a change in the number of elective directors. The directors shall serve until their successors are chosen, to begin on the first day of the fiscal year next following their election. A minimum of two directors shall be elected each year.
Section 3. Officers and Duties
A. The officers of the Society shall be:
- Elective Officers: chair, chair elect, and vice chair.
a. The chair elect, upon regular completion of the term of office, shall automatically become chair for a term of one year. If the chair elect cannot or will not serve, the vice chair, previously elected by the Voting Members of the Society, shall automatically assume the role of chair-elect in place of the vacating chair-elect.
b. The vice chair shall be elected each year by the Voting Members of the Society for one year from the first day of the fiscal year next following their election or until a successor is chosen. The vice chair upon completion of the term of office shall automatically become chair-elect for a term of one year, unless the vice chair cannot or will not serve. In that event, the chair-elect shall be elected by a vote of the Voting Members.
- Appointive Officers: secretary and treasurer. The secretary and the treasurer shall be appointed to serve in these positions for one year by the Board of Directors from among the elective directors.
B. The duties of officers shall be as follows:
- Chair. The chair shall designate the time and place of meetings of the Society and preside at all meetings of the Society and of the Board of Directors. The chair, together with the Board, shall direct the activities of the Society.
- Chair‑Elect and Vice Chair. The chair-elect and vice chair shall perform such other duties as the Board chair shall assign. When the chair is temporarily unable or unwilling to act, the duties of the chair shall be performed by the chair‑elect or the vice chair, in the order listed.
- Secretary. The secretary shall cause the following: a list of the membership be maintained; notice given of all meetings of the Society requiring notice; and that a record of Board and membership meeting minutes be maintained. If the secretary is temporarily unable or unwilling to act, the Board shall designate one of its members to act on behalf of the secretary.
- Treasurer. The treasurer shall have charge of all funds, finances and investments of the Society, and shall cause that appropriate records be maintained thereof, subject to the inspection of the Board. The treasurer shall report to the Board in a manner and frequency as ordered by it. Within 45-60 days of the end of the fiscal year, the treasurer shall cause that the Auditor receive a copy of the annual accounts for the fiscal year of the Society. If the treasurer is temporarily unable or unwilling to act, the Board shall appoint one of its members to serve on behalf of the treasurer.
Section 4. Delegation of Authority
The Board of Directors may delegate authority to any of its members to act on behalf of the Society in circumstances in which it is impractical for the entire Board to act. This action shall require majority approval of the Board.
Section 5. Removal
One or more of the directors and officers may be removed, with or without cause, at a special meeting of the membership called expressly for that purpose or by ballot, by a vote of a majority of the Voting Members.
Section 6. Vacancies
A. Upon the death or resignation of the chair, the chair elect or vice chair shall succeed to that office, in that order. In the event of succession by the chair elect, the individual may complete the remaining term of succession and, the next full term as chair.
B. If the chair-elect is unable to succeed to the position of chair, the vice chair would then do so. The vice chair shall complete the remaining term of succession the next full term as chair.
C. Thereafter, the chair-elect would succeed to the position of chair. If the chair-elect nor vice chair are able to complete the remaining term of succession for the vacant chair position, the chair-elect would ensure that the next full term of chair be filled by election as provided in Article VII, Section 4. In no event shall any individual serve a full term as chair without being elected to the position of chair, chair elect or vice chair by the members of the Society. In the case of the death or resignation of the newly elected chair, chair elect or vice chair between the date of election and prior to taking office, the Board shall elect a successor.
D. Upon the death or resignation of any other Board member, either prior to or after taking office, the Board shall select a successor to serve for the remainder of the term. In the case of the temporary inability or unwillingness to act of any Board member other than the chair, chair-elect, or vice chair, the Board shall select a successor to serve for the time the position is vacant. The Board shall be the sole judge as to the inability or unwillingness to act.
E. In the case where a director should be elected by Voting members while on the Board of Directors to advance to the position of Board vice chair thereby vacating the director term early, the director’s position would be considered vacant, and the Board shall elect a successor for the remainder of the director’s term.
Section 7. President/Chief Executive Officer (CEO)
The Board may order the employment of a President as chief executive officer (CEO). The chair, subject to the approval of the Board, shall employ the president/CEO, supervise their work, and may discharge the person at any time. The president/CEO shall have the general powers and management usually vested in the office of president of a nonprofit corporation under the Act, and shall have other powers and duties as may be prescribed by the Board of Directors. The president/CEO need not be a CPA or a member of this Society.
ARTICLE V - BOARD MEETINGS
Section 1. Regular Meetings
The Board of Directors shall meet when ordered by the chair and not less than quarterly. Meetings with a fixed schedule, time and date are considered regular meetings. All others are special meetings.
Section 2. Special Meetings
The chair, president/CEO or 20 percent of the directors then in office may call and give notice of a special meeting of the Board of Directors.
Section 3. Quorum
A majority of the members shall constitute a quorum.
Section 4. Notice
A. All Board members shall be notified of the place, date and time of any annual, regular or special Board meeting at least seven days before a meeting date.
B. In case of emergency, special meetings of the Board of Directors may be called by the chair, president/CEO or other authorized person, at any time preceded, by where possible, two days’ notice to each director of the date, time and place of the meeting. In case of emergency, the prescribed advance notice, date, time and place requirements of the meeting may be adjusted.
Section 5. Open to Members
All Board of Directors meetings shall be open to Voting Members. Any Voting Member, with the written support of nine other Voting Members, may require that the Board consider and take action on any proposal that the Voting Member submits to the Board in writing ten days prior to the next meeting of the Board.
Section 6. Rules of Order
The rules contained in the current edition of "Robert's Rules of Order" shall govern the conduct of the meetings of the Society in all cases to which they are applicable and in which they are not inconsistent with the bylaws and any special rules the Society may adopt.
Section 7. Meeting Participation by Remote Communication
The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or through the use of, any means of communication in which all directors participating may simultaneously hear or read each other’s communications during the meeting, or where all communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. A director participating in a meeting by such means shall be deemed to be present in person at the meeting.
ARTICLE VI - MEMBER COMMITTEES
Section 1. Standing Committees
The committees referenced in this Article are not committees of the Board of Directors as defined in ORS 65.354. It is not a requirement that a committee member also be a member of the Board of Directors. There shall be the following standing committees:
A. Professional Conduct (Ethics) Committee, whose duties shall be to proactively address issues of professional conduct/ethics with members and to assist the Board with all complaints on conduct/ethics deemed detrimental to the interest of the profession, and report to the Board of Directors thereon.
B. Nominations Committee, whose duty it shall be to nominate members as candidates for officers and directors in accordance with the provisions of Article VII of these bylaws. The committee shall complete nominations for other activities as the Board of Directors assigns. The immediate past chair of the Society shall chair the Nominations Committee. All members of the committee shall be notified of any meetings of the committee at least seven days before a meeting date. The members of the Nominations Committee shall be approved by the Board of Directors.
Section 2. Other Committees
The chair of the Board of Directors shall appoint such other committees, as they or the Board of Directors may deem necessary, including task forces or work groups, which are intended for a specific time period, thus not requiring successor appointments.
Section 3. Quorum
The committee members attending a duly called committee meeting shall constitute a quorum.
ARTICLE VII - NOMINATIONS AND ELECTIONS
Section 1. Slate Preparation and Approval
Nominations shall be made as follows:
The Nominations Committee shall prepare a slate of officers and directors for the next fiscal year and submit the slate to the Board of Directors for approval. The slate will nominate one individual for each available elective office. The nominations report will be communicated to the membership during a 60-day exposure period commencing by October 15. During such time, additional candidates for service on the Board of Directors may be proposed by Voting Members through a petition process.
A nomination for any expiring term or vacancy on the Board of Directors and for the position of vice chair may be initiated by a petition, signed by at least 10 Voting Members of the Society. The petition must be submitted to the Secretary of the Society by December 15.
Section 2. Elections
By December 15, the nominees of the Nominations Committee for the Board of Directors and each elected officer shall be declared elected by the secretary if no nominations by petition are filed as provided in Section 1 above.
Section 3. Ballots
If a nomination or nominations are made by petition, the secretary shall on or before January 15 cause to be prepared and sent by mail or electronic means to each Voting Member a ballot listing all nominees of the Nominations Committee for the Board of Directors and nominee(s) by petition including the position for which each has been nominated. The ballots shall specify whether a nominee was nominated by the Nominations Committee of the Board of Directors or by Voting Member petition.
Ballots shall be counted using procedures approved by the Board. Such procedures shall include a deadline for receipt of ballots and provision to ensure that each vote is counted only once. Ballots received after the stipulated date and time shall not be counted and shall be deemed invalid.
A plurality of all votes cast for each office shall be necessary for election.
The ballot will be presented as a slate of unpaired candidates for Board of Director positions with the candidates for the Board receiving the highest number of votes being elected to the open positions. There may be two nominees for the position of vice chair with the candidate receiving the highest number of votes being elected.
The names of those elected shall be communicated or published and distributed to the members of the Society by March 15.
Section 4. Special Election
In the case of a special Society election as provided by Article IV, the schedule of dates in the above sections shall be revised as needed.
ARTICLE VIII - CHAPTERS
The Board of Directors may authorize the formation of Chapters for the purpose of engaging members of the Society statewide. Chapters shall be governed by written policies adopted by the Board.
Read the Chapter Bylaws
ARTICLE IX - FINANCES
Section 1. Fiscal Year
The fiscal year of the Society shall commence on April 1 and end on March 31.
Section 2. Dues
The Board of Directors shall determine the annual dues, which shall be paid by each member in accordance with such classifications as it deems appropriate, and may require dues of a different amount for each class so created. The Board shall determine the schedule for payment of membership dues. A member shall be subject to sanctions specified in Article XI for failure to pay dues.
Section 3. Special Assessments
The Board may, with the approval of a majority vote of the Voting Members voting, taken by ballot as provided in Article XIII of these bylaws, make additional assessments on each member of the Society, provided that in no one fiscal year shall the total assessments to a member exceed the appropriate dues for that year.
Section 4. Waiver of Dues or Other Indebtedness
The Board may, at its discretion, waive the dues, fees, assessments, or other indebtedness of any member.
Section 5. Audit
It shall be the duty of the Auditor to conduct an audit of the financial statements of the Society’s fiscal year as appointed Auditor. A copy of the financial statements of the Society, together with the Auditor's report thereon, shall be filed with the president/CEO, distributed to the Audit Committee, and thereafter to the Board of Directors of the Society, and shall be available to members within four months of the fiscal year end.
ARTICLE X - CODE OF PROFESSIONAL CONDUCT
All members of the Society shall abide by the Code of Professional Conduct adopted by the American Institute of Certified Public Accountants (AICPA). All members that are licensed or doing business in Oregon shall also abide by the Code of Conduct adopted by the Oregon Board of Accountancy as codified in the Oregon Administrative Rules. Members licensed or doing business in other states shall abide by the Code of Conduct adopted by that state's board of accountancy when doing business in that state.
In cases where the applicable codes set different standards on the same issue, members shall abide by the code that sets the most stringent standard so that the member will not be in violation of any applicable code of conduct.
ARTICLE XI - RESIGNATION, DISCIPLINARY ACTION, SUSPENSION, TERMINATION, REINSTATEMENT, AND REACTIVATION OF MEMBERSHIP
Section 1. Resignation
A member may submit notice of resignation to the Society. The Society will not accept a resignation by any member with respect to whom charges are under investigation or against whom a complaint is pending with a duly constituted professional conduct enforcement agency or committee, unless the Board determines that resignation is appropriate under the circumstances.
Section 2. Discontinuation of Membership
A member with outstanding dues and/or assessments will be notified and, if they fail to pay the amounts owed within three months after they have become due, will be removed from the rolls of Society membership. The Society will not remove any member for whom charges are under investigation or a complaint is pending with a duly constituted professional conduct enforcement agency or committee, unless the Board determines that discontinuation of membership is appropriate under the circumstances.
Section 3. Suspension or Termination for Nonpayment of Amounts Owing
A member failing to pay indebtedness other than dues and/or assessments under these bylaws within three months after they have become due shall be suspended from participation in the affairs of the Society. Should any of the amounts remain unpaid in excess of four months, the membership of such member shall be terminated, and the Society may seek payment of amounts due. The Board of Directors, at its discretion, may waive suspension, termination, and/or outstanding indebtedness.
Section 4. Disciplinary Actions Without a Hearing
A. Membership in the Society shall be suspended without a hearing should a member's certificate, license, or permit be suspended as a disciplinary measure by any governmental authority; but, such suspension of membership shall terminate upon reinstatement of the certificate, license, or permit.
B. Membership in the Society shall be terminated without a hearing as determined by the Board of Directors in its sole discretion should such certificate, license, permit or authorization to practice:
- Be revoked, withdrawn, canceled, or similar circumstance from the member as a disciplinary measure by any governmental authority; or
- Be voluntarily resigned or surrendered by the member while they are under investigation for a violation or upon finding of a violation by any governmental authority.
C. Membership in the Society shall be terminated without a hearing for disciplinary purposes under such conditions and by such procedures as shall be prescribed by the Board, should any member be found to have:
- Committed a crime punishable by imprisonment for more than one year;
- Willfully failed to file any tax or informational reporting return which the member, as an individual taxpayer, is required by law to file;
- Willfully filed a false or fraudulent tax or informational reporting return, on a member’s return, on a client’s or employer’s behalf; or
- Willfully aided or abetted in the preparation and presentation of a false and fraudulent tax or informational reporting return of a client, employer or on a member’s return.
D. A member who has been subjected to any sanction or disciplinary measure by the American Institute of Certified Public Accountants (AICPA), a governmental agency or by any other agency or organization for which such sanction or disciplinary action would cause discipline or termination under the AICPA disciplinary rules, may also be subject to discipline without a hearing by the Society. Disciplinary actions may in the sole discretion of the Board of Directors include, but are not limited to, suspension or termination of membership.
E. If a timely filed petition is submitted in writing by a member to the Board of Directors, the Board may in its sole discretion consider the evidence provided as to the suspension or termination of the member pursuant to this section, which may be done with or without a hearing at the Board’s discretion. If the Board chooses not to consider the evidence submitted by the member, then the disciplinary action of the Board shall be final.
Section 5. Disciplinary Actions With a Hearing
Whenever a member of the Society, whether or not the member is a member of the AICPA, shall be charged with violating these bylaws or any Code of Professional Conduct promulgated hereunder, the said charge shall be initiated in accordance with the terms of the Joint Ethics Enforcement Program (JEEP), the then operative rules of the Joint Trial Board, and the then operative joint Professional Conduct enforcement procedures in effect by virtue of the agreement between the Society and the AICPA. Under such conditions and by such procedure as the Board may prescribe, a hearing panel, by a two‑thirds vote of the members present and voting, may expel a member; or by a majority vote of the members present and voting, may suspend a member for a period not to exceed two years, not counting any suspension imposed under Article XI, Sections 3 and 4, or may impose such lesser sanctions as the panel may prescribe on any member if the member:
A. Violates any of these bylaws or any rule of the Code of Professional Conduct;
B. Is declared by a jury or court of competent jurisdiction to have committed any fraud;
C. Is held by a hearing panel to have been guilty of an act discreditable to the profession, or to have been convicted of a criminal offense which tends to discredit the profession; provided that should a hearing panel find by a majority vote that the member has been convicted by a jury or criminal court of offense involving moral turpitude, or any of the offenses enumerated in Article XI, Section 4, the penalty shall be expulsion;
D. Is declared by any competent court to be permanently or temporarily incapacitated; or
E. Fails to cooperate with the Professional Conduct committee in any disciplinary investigation by not making a substantive response to interrogatories or a request for documents from the Professional Conduct committee or by not complying with the educational and remedial or corrective action determined to be necessary by the Professional Conduct committee, within 30 days after notice of such interrogatories or request for documents, or directive to take continuing professional education (CPE) or corrective action, has been mailed by certified mail, postage prepaid, to the member at the last‑known address shown with the Society.
Section 6. Reinstatement
Reinstatement of membership in the Society shall be granted as follows:
A. A former member wishing reinstatement shall make a regular application for membership, accompanied by payment of the scheduled application fees as determined by the Board of Directors.
- Former member must have no assessments or other indebtedness; and
- Membership in the Society was not suspended or terminated due to any disciplinary action or for non payment of assessments and other indebtedness.
A member being reinstated under this section shall not incur additional or new fees, dues, assessments or other indebtedness for the period of time during which the individual was not a member.
B. Reinstatement restores a member to the current appropriate membership status and entitles them to all benefits due that membership status.
C. Any person whose membership has been suspended or terminated as a result of any disciplinary action authorized under any provision of these bylaws may not be reinstated, but may apply for membership by submitting a request to the Board of Directors at any time after the expiration of the term of suspension, or three years from the effective date of termination. A request for membership under these conditions may be accompanied by an application fee as determined by the Board of Directors.
D. Any member that has been terminated for assessments or other indebtedness, may apply for membership by submitting a request to the Board of Directors. A request for membership under these conditions may be accompanied by an application fee as determined by the Board of Directors.
Section 7. Disposition of Certificate of Membership
Upon resignation, suspension or termination of membership, a member who has resigned or been suspended or terminated under the provisions of any section of this Article, shall not display or otherwise use the OSCPA certificate in any manner and shall return the “certificate of membership” to the Society office upon written demand of the Society.
ARTICLE XII - INDEMNIFICATION
Section 1. General
A. The Society shall indemnify all directors, officers, committee members, employees and any other person authorized to act on behalf of the Society, whether compensated or not, to the fullest extent permissible under the Act, as the same exists or may hereafter be amended, against all reasonable and insurable expense, liability, and loss (including counsel fees) incurred or suffered by such person by reason of or arising from the fact such person is or was acting in any capacity listed above.
B. Such indemnification shall extend to any person who is serving at the request of the Society as a director, officer, partner, trustee, employee, or agent of another corporation (whether or not for profit), partnership, joint venture, trust, employee benefit plan, or other enterprise.
C. Such indemnification shall continue as to a person who has ceased to be a person described above, and shall inure to the benefit of the member’s heirs, executors, and administrators.
D. Such indemnification shall not be exclusive of any other rights to which any person may be entitled under any statute, agreement, bylaw, resolution of directors, contract, or otherwise, subject, however, to the provisions of Section 3 below.
E. Notwithstanding the foregoing, the Society shall not provide indemnification to any individual described above:
- In connection with a proceeding by or in the right of the Society in which the individual was adjudged liable to the Society; or
- In connection with any other proceeding charging improper personal benefit to the individual in which such person was adjudged liable on the basis that personal benefit was improperly received.
Section 2. Nonadmission of Guilt
The termination of any action, suit, or proceeding by Judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in the manner which that person reasonably believed to be in (or not opposed to) the best interests of the Society, and with respect to any criminal action or proceeding, that they had reasonable cause to believe that their conduct was unlawful.
Section 3. Court-Ordered Indemnification
No person described in Section 1(A) or 1(B) shall be entitled to apply for or receive any court-ordered indemnification pursuant to the Act, as the same exists or may hereafter be amended from time to time.
Section 4. Indemnification Authorization
Any indemnification shall be made by the Society only as authorized in the specific case upon determination that indemnification is proper in the circumstances because the person to be indemnified has met the applicable standards of conduct set forth in Section 1. Such determination shall be made as follows:
A. By the Board of Directors on a majority vote of a quorum consisting of directors who are not at the time parties to such action, suit, or proceeding;
B. If such a quorum is not obtainable, by a majority vote of a committee duly designated by the Board of Directors, consisting solely of two or more directors not at the time parties to such action, suit or proceeding;
C. By written opinion of a special legal counsel selected by the Board or its committee in the manner prescribed in paragraphs A and B above, provided that if such a quorum of the Board is not obtainable and such a committee cannot be designated, the special legal counsel shall be selected by a majority vote of the full Board including directors who are parties to the proceeding; or
D. By the Voting Members of the Society, not including Voting Members who at the time are parties to the proceeding.
Section 5. Advance for Expenses
Expenses of each person indemnified hereunder incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding (including all appeals) or threat thereof, may be paid by the Society, as authorized under the procedures in Section 4, in advance of final disposition of such proceeding upon receipt of an undertaking by or on behalf of the such person to repay such expenses unless it shall ultimately be determined that he or she is entitled to be indemnified by the Society.
Section 6. Insurance
The Society shall purchase and maintain insurance on behalf of all persons described in Section 1 against any insurable liability asserted against or incurred by any such person arising out of such described capacity or status whether or not the Society has the authority or obligation to indemnify that person against such liability under this Article.
Section 7. Validity
If any part of this Article shall be found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effect of the remaining parts shall not be affected.
ARTICLE XIII - METHOD OF CHANGING BYLAWS AND VOTING
Section 1. Amending Bylaws
Amendments to these bylaws shall be made by an affirmative vote of a majority of the Voting Members of the Society casting ballots.
Section 2. Procedures to Amend
In order to amend these bylaws it shall be necessary to adhere to the following procedures:
A. The Board may propose amendments at any regular or special Board meeting, or
B. Ten or more Voting Members of the Society must present the proposed changes in writing to the secretary of the Society at least ten days prior to any regular meeting of the Board.
C. At the second regular or special meeting of the Board of Directors after the secretary has received notice of a proposed change as provided above, the Board members present shall determine by a majority vote whether the proposed changes shall be presented to the Voting Members of the Society by ballot.
D. The secretary shall ensure that the required ballot be sent by written or electronic means to each Voting Member of the Society as soon as practicable.
E. Voting procedures:
Ballots shall be counted using procedures approved by the Board. Such procedures shall include a deadline for receipt of ballots and provision to ensure that each vote is counted only once. Ballots received after the stipulated time and date shall not be counted and shall be deemed invalid.
Section 3. Member Rights and Board Adoption
Changes to these bylaws that do not affect their intent or the rights of members may be adopted solely by the Board, by a three quarters affirmative vote of the Board members present at a regular or special meeting, after obtaining legal counsel review. Changes may include updates to the mission statement.