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PANAMERICAN TRAUMA SOCIETY

SOCIEDAD PANAMERICANA de TRAUMA

BYLAWS | REVISION 2018

ARTICLE I

PURPOSES OF THE SOCIETY

Section I.1. Organization and Operation. The Panamerican Trauma Society, Inc. (“Society”) is organized and shall be operated exclusively for charitable, educational, and scientific purposes, including, but not limited to, the following:

Section I.1.a. To promote the improvement of trauma care throughout Latin America and North America.

Section I.1.b. To promote the improvement of emergency medical systems throughout Latin America and North America.

Section I.1.c. To provide an opportunity for physicians, nurses, prehospital and other health care providers, and others interested in promoting improvement in trauma care in Latin America and North America to meet and exchange information and ideas concerning trauma care and emergency medical systems.

Section I.1.d. To publish journals, textbooks, and other publications of interest in the field of trauma care and emergency medical systems.

Section I.1.e. To assist and cooperate with medical, scientific, and educational institutions and organizations interested in the improvement of trauma care and emergency medical systems throughout Latin America and North America.

ARTICLE II

MEMBERSHIP

Section II.1. Members. There shall be four categories of membership in the Society: general membership, associate membership, honorary membership and international corresponding membership. Election to and continuation of membership in the Society is a privilege contingent upon compliance with the Bylaws of the Society.

Section II.1.a. All members of the Society in good standing at the time of adoption of these Bylaws shall be members of the appropriate category as they were prior to the adoption of these Bylaws.

Section II.2. General Members. An individual is qualified to be a general member if he/she is a qualified physician practicing within Latin America or North America and is interested in promoting improvement of trauma care and emergency medical systems throughout Latin America and North America.

Section II.3. Associate Members. Other individuals who are not physicians but who are involved with and interested in promoting improvement of trauma care and emergency medical systems throughout Latin and North America are qualified for Associate Membership.

Section II.4. Honorary Members. Individuals who have distinguished themselves in the fields of trauma and/or emergency medical systems and have promoted the mission of the Society may qualify for Honorary Membership. Candidates for Honorary  Membership must be nominated in writing by a member of the Board of Directors, receive a majority affirmative vote by the Board of Directors, and be submitted to the general membership for approval by majority vote. Honorary Members are not required to pay dues; may vote but not serve on committees or hold office.

Section II.5. International Corresponding Members. Individuals living outside Latin and North America who have interest in trauma care and/or emergency medical systems may be nominated by any member for membership as International Corresponding Members. Candidates for International Corresponding Membership must complete an application, submit an application fee and pay dues as set by the Board of Directors. International Corresponding Members may vote and serve on committees but not hold office.

Section II.6. General and Associate Member Privileges. General Members and Associate Members shall have identical rights and privileges subject to the provisions set forth in these Bylaws. They may vote, serve on committees, hold certain offices, serve on the Board of Directors and attend all functions of the Society.

Section II.7. Election of General and Associate Members.

Section II.7.a. To be a candidate for General or Associate Membership in the Society, an individual shall meet the requirements for the desired class of membership and shall be sponsored by a current member of the Society familiar with the individual's professional activities.

Section II.7.b. Each candidate for membership must submit a completed application to the Secretary office. The completed application shall be submitted on or before the date specified by the Membership Committee. A completed application shall consist of: (1) a completed application form with the appropriate application fee in USD;  (2) the name and address of the sponsoring member;  (3) a personal statement describing the individual's purpose in pursuing membership in the Society

Section II.7.c. The Membership Committee shall consider all candidates for membership who have completed the application process and shall make a recommendation to the Board of Directors as to whether the candidate should be nominated for membership. The Board of Directors shall review the recommendations of the Membership Committee and shall make nominations for membership at the annual business meeting of the Society.

Section II.7.d. Election to membership shall be by the members present at the annual business meeting of the Society. A three-quarters affirmative vote of the members present shall be required for election.

Section II.8. Other Membership Classes. The Board of Directors establish other types or categories of membership when it is deemed to be in the best interest of the Society. The Board of Directors is responsible for establishing the terms and conditions of membership, including initial fees and annual dues, for the members of the Society.

ARTICLE III

OFFICERS

Section III.1. Titles. The officers of the Society shall be the President, President-Elect,  Executive Director, Secretary, Treasurer, and Editor-in-Chief.

Section III.2. Terms. The President, and President-Elect shall serve one-year terms, commencing at the close of the meeting during which they succeeded or were elected to office and terminating at the close of that same meeting twelve-months hence. The Executive Director, the Secretary, and the Treasurer shall serve a term of three-years, subject to renewal for one additional term, as determined by the Board of Directors.

Section III.2.a. All officers of this Society serving at the time of the adoption of these Bylaws shall hold the comparable office in the Society.

Section III.3. Election of Officers.

Section III.3.a. No member shall serve two consecutive terms in the same office, with the exception of the Executive Director, Secretary and Treasurer, as noted above (Article III, Section 2).

Section III.3.b. At the annual meeting for the election of officers, the Executive Committee is the nominating committee and shall propose a candidate for each office that will become vacant. Additional nominations may be made from the floor.

Section III.3.c. The members of the Board of Directors present at the annual meeting for the election of officers shall elect the officers by majority vote.

Section III.3.d. Any officer or appointee may be removed from office by a two thirds vote of the Board of Directors whenever, in its judgment, the best interest of the Society will be served thereby, but such removal shall be without prejudice to contract rights, if any, of the person so removed.

Section III.3.e. In the event of death, resignation, incapacitation or removal of the President-Elect, Secretary, Treasurer, or Executive Director, the Executive Committee shall propose a replacement candidate to fill the vacant office. The Board of Directors shall elect the candidate to office, by majority vote, to serve the remainder of the term that is vacant.

Section III.4. The President.

Section III.4.a. The President shall be a physician.

Section III.4.b. The President shall be the Chief Executive Officer of the Society. The President shall:
(a) preside at all meetings of the Society, Board of Directors and Executive Committee, having general charge, supervision  and authority over all its activities and business affairs; (b) appoint all committees not otherwise provided for in these Bylaws and be an ex-officio member of all committees; (c) make all appointments to the Society unless otherwise provided for in these Bylaws; (d) deliver an address at the annual scientific meeting; (e) act for the Society in the event of any contingency not covered by the Byaws; (f) Each Past-President shall serve a three (3) year term as member of the Executive Committee immediately after completing his/her term as President.

Section III.5. The President-Elect.

Section III.5.a. The President-Elect shall be a physician.

Section III.5.b. The President-Elect shall preside at meetings of the Society, the Board of Directors or the Executive Committee in the absence of the President and shall succeed to the presidency at the close of the annual general meeting the year following election to the office of President-Elect. In the event of death, resignation or incapacity of the President, the President-Elect will succeed to the presidency, complete the vacant term and remain in office for the term to which he/she was elected.

Section III.6.  The Executive Director.

Section III.6.a. The Executive Director shall be the Chief Administrative Officer of the Society. The Executive Director shall, unless otherwise so determined by the Board of Directors, sign and execute all authorized bonds, contracts or other obligations in the name of the Society; with the approval of the Board of Directors, employ and supervise an administrative staff; present to the Board of Directors recommendations for programs and policies consistent with the mission and goals of the Society; develop and submit for approval to the Board of Directors the annual budget for the Society; and, within the limitations of these Bylaws and subject to the review and approval by the Board of Directors, manage the day-to-day activities of the Society. Subject to the approval of the President, the Executive Director serves ex-officio on all committees of the Society.

Section III.6.b. Term of Service. The Executive Director shall serve a term of three-years, subject to a one-term renewal determined by the Board of Directors.

Section III. 6. c. Nominations. The Executive Committee shall open a three-month period of nominations and self-nominations twelve months prior the end of the term of the Executive Director (or the next annual meeting). The Executive commit-tee will select three nominees who have proven his/her commitment to the PTS mission. 

Section III. 6. d. Interviews. The Executive Committee and the Board shall conduct phone, and face-to-face interviews to no less than three selected candidates six months prior the end of the term of the Executive Director (or the annual meeting). The candidates will have 30 minutes to present his/her statement and business plans and for questions and answers. A third and final interview shall be conducted with the last two top candidates three months before the end of the term of the Ex-ecutive Director (or the annual meeting). The interview shall be recorded and dis-tributed to all board members.

Section III. 6. e. Selection. The board shall select a candidate anonymously through a blind process a month prior to the annual meeting. Board members shall be in good standing with their membership dues to vote for the Executive Director. The new Executive Director shall be positioned on his/her role during the General Assembly at the PTS annual meeting.

Section III.7. The Secretary.

Section III.7.a. The secretary oversees the administrative aspects of the organiza-tion. Supports the Executive Committee, the Board, Permanent and Ad-hoc com-mittees. Serves as a liaison with prospective partners and seeks potential collabora-tions that will drive organizational growth. Coordinates with Headquarters staff to carry out administrative activities of the organization.

Section III.7.b. The Secretary shall: (a) carry on all official correspondence and keep a record of the proceedings of all Society meetings, meetings of the Board of Directors and of the Executive Committee; (b) keep a roster of current members of the Society;  (c) provide an annual report to the Board of Directors; (d) provide an annual report to the membership of the Society's activities and recommendations of the Board of Directors at the annual general membership meeting;  (e) provide notice of meetings to the members and conduct such other correspondence as may be requested by the President or the Board of Directors; (f) notify all committee members of their appointments; (g) notify all candidates of their election to membership; (h) prepare and distribute a copy of the Society's Articles of Incorporation and Bylaws to all new members; (i) prepare and distribute appropriate notification of membership to new members; (j) receive applications of all candidates for membership and submit them to the Membership Committee and the Board of Directors; (k) send invitations and meeting information to guests invited to attend the annual meeting at the request of members;  (l) prepare and distribute to the members the proceedings of the annual general membership meeting of the Society. 

 Section III. 8. Treasurer.

Section III. 8. a. The Treasurer is accountable for the organization's financial plan-ning, budgeting, funding, and fundraising. Oversees all financial aspects of the or-ganization and ensures the implementation of effective financial systems and com-pliance with accounting best practices, legal requirements, policies, and procedures.

Section III. 8. b.The Treasurer shall: (a) pay all bills of the Society and keep an itemized account of receipts and expenditures; (b) bill and collect all initiation fees, dues, assessments and funds and deposit them in such bank or banks as may be designated or approved by the Board of Directors; (c) keep a record of all dues-paying members and notify the Board of Directors of those delinquent in payment of dues; (d) be custodian of all sell-able properties of the Society and submit an inventory of those properties to the Board of Directors annually; (e) complete all forms required by the Internal Revenue Service on an annual basis according to their deadlines; (f) present an annual financial report to the membership at each annual general membership meeting.

ARTICLE IV

THE BOARD OF DIRECTORS

Section IV.1. Composition. The Board of Directors shall be composed of the of the Executive Director, President, President elect, Secretary, Treasurer, Program Chair, Editor in Chief, VCU/MCV Foundation representative, Immediate Past president 1, Past president 2, Past president 3, Member at large representative of North American region, Member at large representative of Latin American region, 14 Member at large representative of Brazil region

In addition, five non-voting committee chairs of the following committees: Education, Membership, Bylaws, Scholarship and Trauma Systems

Section IV.2. Directors-at-Large.

Section IV.2.a. The Directors-at-Large each shall serve a three-year term commencing at the close of the annual meeting at which they are elected and terminating at the close of the third succeeding annual meeting.

Section IV.2.b. If the term of a Director-at-Large will expire at the close of the annual meeting, the Executive Committee shall nominate one member for such Director-at-Large position. Additional nominations may be made from the floor. The members present at the annual meeting shall elect each Director-at-Large from among the nominees by a majority vote.
Section IV.2.c. All Directors-at-Large serving at the time of the adoption of these Bylaws shall hold comparable positions in the Society following adoption of these Bylaws.

Section IV.3. Board Member Replacement.

Section IV.3.a. In the event of the death, resignation or incapacity of a Director-at-Large or vacancy of a position as Director-at-Large, the Board of Directors may, at its option, reconvene the most recent Executive Committee to propose a nominee for the vacant position. The Board of Directors will elect an eligible member of the Society to serve the remainder of the term or leave the position vacant.

Section IV.3.b. In the event of the death, resignation or incapacity of any Past President, the Board of Directors, at its option, may elect any Past President to complete the term of Immediate Past President or may leave the position vacant.

Section IV.4. Board of Director Duties and Responsibilities. The Board of Directors (a) shall manage the affairs of the Society and determine its policies; (b) may invite any member of the Society to participate in its deliberations at any meeting; (c) shall receive and consider the reports of committees and review their activities; (d) shall accept, reject or defer an application for membership in the Society;  (e) shall maintain an active membership status during term of service;  (f) shall be willing to make annual financial contribution to the Society’s Foundation;  (g) shall promote the Society in at least one national and/or international events by giving PTS lectures and/or organizing courses; (h) shall attain to yearly deliverables for board members established by the board and Executive Directors as set in organizational development and project plans.

Section IV.5. Board of Director Participation/Attendance. (a) A board member shall participate in person in board meetings during the annual meeting at least twice, out of the three  events during a 3-year term; (b) shall participate in quarterly board conference calls during his/her term of service.

Section IV.6. Called Meetings. Any Director may call a meeting of the Board of Directors by giving thirty days written notice thereof, which requirement may be waived by the unanimous consent of the Board of Directors. A majority of the Board of Directors shall constitute a quorum. The agenda of a special call meeting shall be restricted to the subject stated in the written notice.

Section IV.7. Meeting by Teleconference. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section IV.8. Compensation. Directors shall not receive any compensation for their services as such on the Board of Directors or on any committee of the Board of Directors, nor shall Directors be reimbursed for expenses incurred by the Director in attending any meeting of the Board of Directors.

Section IV.9. Advisory Council. The Board of Directors may create an Advisory Council to be composed of no more than eleven individuals for the purpose of furthering the mission, goals and efforts of the Society. Each member of the Advisory Council shall be nominated by a member of the Board of Directors and elected by the Board of Directors. Members of the Advisory Council shall be appointed for two-year terms, which may be renewed at the discretion of the Board of Directors. Any member of the Advisory Council can be removed at any time by a majority vote of the Board of Directors.

Section IV.9.a. Advisory Council to the Executive Committee (ACE). The Advisory Council shall be responsible for guiding the executive committee. The ACE shall advise the Executive Committee on furthering the mission, goals, and objectives of the Society through continuous improvement and the setting of yearly deliverables.

Section IV.9.b. Advisory Council Composition, Terms, and Meetings. The ACE:  (1) Shall be composed of no more than nine individuals; (2) Each member of the Advisory Council shall be nominated by a member of the executive committee and confirmed by the Board of Directors; (3) Members of the Advisory Council shall be appointed for three-year term, which may be renewed at the discretion of the Board of Directors; (4) Any member of ACE shall be removed at any time by a majority vote of the Board of Directors; (5) The chair of ACE who will serve a maximum of three year term, shall be nominated by the President of the Society; (6) The ACE shall meet on a quarterly basis, no less than four times a year, and report its council recommendation to the Secretary of the Society who in turn shall report to the Executive Committee.

ARTICLE V

COMMITTEES

Section V.1. Standing Committees. There shall be five standing committees of the Society: Bylaws, Executive, Membership, Program and Publications.

Section V.2. Bylaws Committee.

Section V.2.a. The Bylaws Committee shall consist of a Director-at-Large as Chairman and no fewer than three active members. The Chairman and all committee members shall be appointed by the President.

Section V.2.b. The Bylaws Committee shall be responsible for: (a) receiving any recommendations from the members pursuant to changes in the Bylaws; (b) presenting recommendations for changes in the Bylaws to the membership at the annual meeting; (c) ensuring that the Bylaws of the Society are in accordance with all rules and regulations pertinent to the multinational; organization as specified in the Articles of Incorporation of the Society.

Section V.3. Executive Committee.

Section V.3.a. The Executive Committee shall consist of the President, the Past President, the President-Elect,  the Secretary, the Treasurer, the Executive Director,  Virginia Commonweath University liasion, and the Editor of the Panamerican Journal of Trauma.

Section V.3.b. The Executive Committee shall be responsible for assuring that the management of the business and affairs of the Society by the Board of Directors is consistent with the purpose of the Society as stated in the Articles of Incorporation and interpreted in the Bylaws of the Society.

Section V.3.c. The Executive Committee shall make nominations for President-Elect, Secretary, Treasurer, Executive Director and Directors-at-Large.

Section V.3.d The Executive Committee shall hold teleconferences regularly and meet face to face twice a year. One time during the annual meeting and another time during the year.

Section V.4. Membership Committee.

Section V.4.a. The Membership Committee, at a minimum, shall consist of two Directors-at-Large, the Secretary and the President-Elect. The Chairman shall be appointed by the President.

Section V.4.b. The Membership Committee shall consider all completed applications for membership and recommend candidates for membership to the Board of Directors.

Section V.5. Program Committee.

Section V.5.a. The Program Committee shall consist of a) program committee chair, b) president, c) past-president, d) secretary, e) a local representative from the congress site and, f) three members from English, Spanish and Portuguese speaking regions of the Society who shall be responsible to grade research papers.

Section V.5.b. The Program Committee chair shall be appointed by the Executive Committee and shall serve for three-years. The chair’s term of service shall end at the close of an annual meeting and a new chair shall succeed immediately after at the close of that same meeting.

Section V.5.c. The Program Committee chair together with the Program Commit-tee members are responsible for: (a) organizing the annual meeting, recommend-ing the meeting sites, the format and content of the scientific program, and the speakers; (b) coordinating with the treasurer and seeking funds for the annual meeting; and (c) reporting bimonthly to the executive committee the programmat-ic operations of planning the annual meeting.

Section V.6. Publications Committee.

Section V.6.a. The Publications Committee shall consist of the President, the Secretary, the Treasurer, the Editor of the Panamerican Journal of Trauma, the Executive Director and no less than three active members. The chair of the publication committee works closely with the Editor in chief of the Panamerican Journal of Trauma. The chair of the publication committee will have a review of his/her performance by the Executive Committee every 2 years. The Editor in Chief will serve a 6 year period, and can be reelected for another term.

Section V.6.b. The Publications Committee shall be responsible for serving as a liaison between the Board of Directors and the Editor of The Panamerican Journal of Trauma. This includes but is not limited by these Bylaws to: (a) approving form and content of manuscripts submitted; (b) selecting those manuscripts presented at the annual meeting to be submitted to the Editor for publication; (c) monitoring the relationship with the official journal of the Society; (d) other such matters as are related to publication of the transactions of the Society

Section V.7. Ad-Hoc Committees. Ad-hoc committees of importance to the Society and their chairmen may be appointed by the President with the approval of the Board of Directors. Members of an ad-hoc committee shall be selected by the President. Each ad-hoc committee will remain in effect for two-years after which it will be terminated. The tenure of an ad-hoc committee may be renewed for an additional two-year term by the President. The Executive Director is responsible to the President for proper function, discharge of duty and termination of all ad-hoc committees and shall issue a report regarding the status of the ad hoc committees to the Board of Directors and to the membership at the annual meeting of the Society.

Section V.7.a. As determined by these Bylaws, ad-hoc committees may include, but not be limited to, the following: Pre-hospital, Education, Prevention, Emergency Medicine, Rehabilitation, Nursing and Critical Care.

ARTICLE VI

ANNUAL CONGRESS

Section VI.1. Congress Agenda. An annual Congress of the Society shall be held at a time and place designated by the Board of Directors and publicized in a written notice sent to all members at least six months prior to the date of the Congress. The annual Congress shall consist of a scientific program, a meeting of the Executive Committee and the Board of Directors, a general membership meeting and a social program.

Section VI.2. Congress Sponsorship. The congress shall be organized in co-sponsorship with leading trauma and/or surgical organizations. The local congress organizers shall recognize that producing a Congress carries with it certain obligations to the Panamerican Trauma Society and requires adherence to the outlined “Policies and Procedures for Congresses”.

Section VI.3. Translation. The Congress and general membership meeting will be conducted in such a fashion to assure provision for simultaneous interpretation of all facets of the meeting in the three official languages of the Society: English, Spanish, and Portuguese.

Section VI.4. Quorum. The presence in person or by proxy of at least fifty members shall constitute a quorum at all general membership meetings If less than a quorum is in attendance, the meeting may be adjourned by a majority vote of the members present or represented. In the event of the withdrawal of any member or members from a meeting which has been duly called and convened at which a quorum was established, so that less than a quorum remains, the remaining members may continue to transact business until the adjournment of the meeting, notwithstanding such withdrawal.

Section VI.5. Elections and Voting. All elections shall occur at the annual general membership meeting. Every member shall have one vote. A member’s vote may be cast either in person or by proxy duly appointed by a document in writing signed by such member and dated not more than eleven months prior to the meeting unless the document expressly provides for a longer period. A proxy shall be dated, but need not be sealed, witnessed, or acknowledged. All resolutions shall be passed by a majority of the votes cast at a duly constituted meeting.

Section VI.6. Special Meetings. The Board of Directors may call a special general membership meeting on written notice sent by mail or e-mail to all voting members at least thirty days prior to the date of the meeting. Such notice shall state the time and place of the special meeting and shall contain a statement of the business to be transacted. The agenda of such special meetings will be limited to the items specified in the written call of the meeting.

Section VI.7. General Membership Meeting. The general membership meeting shall consist of the following agenda: (1) Introductory remarks by President;  (2) Report of the Executive Director;  (3) Report of the Secretary and Treasurer; (4) Committee Reports; (5) Report of the Editor of the Panamerican Journal of Trauma;  (6) Election of Members; (7) Old Business; (8) New Business; (9) Election of Officers; (10) Installation of President; (11) Adjournment.

Section VI.8. Papers and Publications.

Section VI.8.a. Members and guests offering papers for presentation at the annual meeting are encouraged to furnish the Editor of the Panamerican Journal of Trauma with manuscripts suitable for publication.

Section VI.8.b. Guests offering papers must have the paper sponsored by a member of the Society.

Section VI.9. Conduct of Meeting. All meetings of the Society shall be conducted according to these Bylaws and the most current revision of parliamentary procedures according to Robert's Rules of Order.

ARTICLE VII

DUES AND FEES

Section VII.1. Fees. The application fee for new members shall be determined by the Board of Directors.

Section VII.2. Dues. Annual dues for members and method of payment shall be recommended by the Board of Directors and become effective when approved by the membership at the annual general membership meeting.

Section VII.3. Dues Non-Payment. The Treasurer shall notify all members who are in arrears of dues.

Section VII.4. Registration Fees. Guest fees and registration fees for the Congress shall be recommended by the Program Committee and determined by the Board of Directors.

Section VII.5. Special Assessments. Special assessments may be determined by the Board of Directors and shall be levied on the members of the Society if approved by a two-thirds affirmative vote of the voting members in attendance at a general membership or special meeting.

ARTICLE VIII

RESIGNATIONS

Any member may withdraw from the Society after fulfilling all obligations and then giving written notice of such intention to the Secretary. This notice shall be presented to the Board of Directors at the first meeting following its receipt. Resignation becomes effective upon approval by the Board of Directors.

ARTICLE IX

AMENDMENTS

No part of the Bylaws may be amended, altered or repealed except at the annual general membership meeting. The suggested amendment, alteration or repeal in the Bylaws must have been presented in writing, signed by the Chairman of the Bylaws Committee, the Executive Director, and the Secretary and read at the annual meeting. Notice of the proposed amendment, alteration or repeal shall be given in writing with the call to the annual meeting. Adoption of the suggested amendment, alteration or repeal shall require an affirmative vote by at least three-fourths of a voting quorum at the annual general membership meeting.

ARTICLE X

CERTIFICATE OF MEMBERSHIP

A proof of Membership will be designated and issued to each member, signed by the President, the Secretary and the Executive Director. It shall remain the property of the Society.

ARTICLE XI

FINANCES, INDEMNIFICATION AND INSURANCE

Section XI.1. Bank Accounts. The President, Executive Director and the Treasurer shall have authority to deposit any funds of the Society in such banks or trust companies as from time to time are designated by the Board of Directors. Such Officers may withdraw any or all funds of the Society so deposited in any bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name on behalf of the Society, and each bank or trust company with which funds of the Society are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by Officers so designated by the Board of Directors until written notice of the revocation of the authority of such Officers by the Board of Directors has been received by such bank or trust company. From time to time there shall be certified to the banks or trust companies in which funds of the Society are deposited, the signatures of the Officers of the Society so authorized to draw against the same.

Section XI.2. Loans. The President, Executive Director and Treasurer shall have authority to effect loans, advances, or obtain other forms of credit at any time or times for the Society from such banks, trust companies, institutions, corporations, firms or persons, in such amounts and subject to such terms and conditions as the Board of Directors may designate.

Section XI.3. Limitation of Liability. To the maximum extent of the law, no Director or Officer of the Society shall be liable to the Society or its Members for monetary damages if said individual acted in good faith on behalf of the Society.

Section XI.4. Indemnification. To the maximum extent of the law, the Society shall indemnify and shall pay or reimburse reasonable expenses to any Director or Officer of the Society who incurs such expenses on behalf of the Society except as otherwise stated (Article IV Section 8).

Section XI.5. Insurance. The Society may purchase and maintain insurance on behalf of any person who is a Director, Officer, employee, or agent of the Society, against any liability incurred in such capacity or arising out of such status with the Society.

Section XI.6. Corporate Seal. The Board of Directors may provide a suitable seal, bearing the name of the Society, which shall be in the custody of the Executive Director. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. Whenever the Society is required to place its corporate seal to a document it shall be sufficient to meet requirements of any law, rule or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the authorized officer.

Section XI.7. Books and Records. The Society shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its general membership meeting and Board of Directors and of any Executive Committee when exercising any of the powers of the Board of Directors. The books and records shall be maintained in the custody of the Executive Director and may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction.

Revision: 8/30/18

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