By-laws

ARTICLE I: Name of organization

The Society for functional Near Infrared Spectroscopy (hereafter, the “Organization”)

ARTICLE II: Purpose/Mission Statement

The Society for functional near-infrared spectroscopy (SfNIRS) is a professional organization of basic and clinical scientists who seek to understand the functional properties of biological tissues, especially the brain, using optical methods. The aim of the Society is to promote the exchange of ideas, interdisciplinary collaboration, and education.

ARTICLE III: Membership

Section 1. Members.

There will be two categories of membership: Full Members and Student Members. Only paying Members referred to herein as Ordinary Members will have the right to vote.

Ordinary Members: The Ordinary Members will consist of all paying members of the existing society called The Society for Functional Near Infrared Spectroscopy at the date of adoption of these By-laws.

Full Members: Any person who has a past and present record of research in functional near infrared spectroscopy and also a reasonable prospect of continued activity in such research in any part of the world shall be eligible for becoming a Full Member.

Student Members: Any PhD student who has a past and present record of research in functional near infrared spectroscopy and also a reasonable prospect of continued activity in such research in any part of the world shall be eligible for becoming a Student Member. Applicants must provide evidence of their student status by providing a written letter attesting to such from the student’s advisor on university letter head.

Section 2. Duration.

Each member shall hold membership as long as he/she remains qualified for membership, except that membership may be sooner terminated by resignation as provided in Section 3 below, by expulsion as provided in Section 4 below, or by non-payment of dues as provided in Section 5 below. All memberships are non-transferable.

Section 3. Resignations.

Any member may resign by delivering his/her written resignation to the Organization at its principal office or to the President or Secretary. Such resignation shall be effective after three months from presentation or some time as specified, whichever is later. However, in such case, no dues or fees shall be refunded to the member.

Section 4. Expulsions.

Any member may be expelled by the Board of Directors for any conduct which, in the opinion of the Board, is contrary or opposed to the best interests of the Organization or its members provided, however, that such action shall not be taken except by the affirmative vote of two-thirds of the number of Directors constituting the full Board of Directors as fixed by the members of the Organization or by the affirmative vote of two-thirds of the Ordinary Members, not until after such member shall have been given a reasonable opportunity to appear before the Board of Directors in person to answer the charge against him. Expulsion shall be effective upon the taking of the vote and no expelled member may be readmitted into membership nor may an expulsion be revoked except by the affirmative vote of two-thirds of the number of Directors constituting the full Board of Directors as fixed by the members of the Organization. In case of expulsion, no dues or fees shall be refunded to the member.

Section 5. Dues.

Dues for all classes of membership shall be established by the Board of Directors. Any member whose dues are 90 days past due shall be suspended and all privileges of membership discontinued. Members suspended for nonpayment of dues may be reinstated at any time upon payment of the current year’s dues.

Members that sign up and do not pay their dues, are considered as having a pending membership. All membership privileges are only established by paying the dues. If a member does not pay dues after 90 days, the membership will be dropped.

ARTICLE IV Meetings of Members

Section 1. Biennial Meeting.

Proposals for the time and place of the biennial meeting of members shall be presented by the President-Elect and voted on by the Board of Directors at the meeting of the Board of Directors to coincide with the biennial meeting after which the President-elect assumes office of the President. The President then selects a co-chair to complement the local co-chair of the meeting, ensuring that one is presently or recently (last four (4) years) on the board. Purposes for which an annual meeting is to be held in addition to those prescribed by law, by the Articles of Organization or by these By-Laws may be specified in writing by the Directors or the President and filed with the Secretary. In the event that a biennial meeting has not been held on the date fixed herein, a special meeting in lieu of biennial meeting may be held with all the force and effect of a biennial meeting.

Section 2. Special Meetings.

Special meetings of members may be called by the President or by the Directors and shall be called by the Secretary, or, in case of the death, absence, incapacity or refusal of the Secretary, by any other officer, upon written application of three directors. Such call shall state the place, date, hour and purposes of the meeting.

Section 3. Place of Meetings.

All meetings of members shall be held at the principal office of the Organization or at such other place within, or to the extent permitted by the Articles of Organization, outside the Commonwealth of Massachusetts, as may be fixed by the Directors or by the President and stated in the notice of the meeting.

Section 4. Notice of Meetings.

A written notice of the place, date and hour of all meetings of the members shall be given by the Secretary or an Assistant Secretary or, in case of the death, absence, incapacity or refusal of the Secretary and of the Assistant Secretary, by any other officer or by a person designated either by the Secretary or by the person or persons calling the meeting, or by the Directors, or by any other person empowered to do so by law, at least two (2) months before the meeting or such greater period as may be prescribed by law to each member entitled to vote thereat and to each member who, by law, by the Articles of Organization or by these By-Laws, is entitled to such notice, by leaving such notice with him or at his/her residence or usual place of business, or by mailing it, postage prepaid, or emailing it, and addressed to such member at his/her address as it appears in the records of the Organization. A written waiver of notice of a meeting executed before or after the meeting by such member or his/her attorney thereunto authorized and filed with the records of the meeting shall be deemed equivalent to such notice.

Written notice of the nature of the business to be transacted shall be given to all members in the manner herebefore mentioned, but notice need be given at least two (2) weeks before the meeting.

Section 5. Quorum.

Ten (10) Ordinary Members or ten percent (10 %) of the total Ordinary Members, whichever is greater, shall constitute a quorum. If within half an hour from the time appointed for the holding of a meeting a quorum is not present, the meeting if convened on the requisite of Ordinary Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the holding of the same, the members present shall constitute a quorum.

Section 6. Voting.

Each Ordinary Member entitled to vote shall have one (1) vote on any question.

Section 7. Proxies.

Members may vote in person or by proxy. Proxies shall be filed with the Secretary of the meeting before being voted. No proxy dated more than six (6) months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to membership held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Organization receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

Section 8. Action at Meeting.

When a quorum is present at any meeting, the vote or concurrence of a majority of the members present or represented and entitled to vote thereat shall be required to decide any matter or take any action, except to the extent that a greater proportion is required by law, or the Articles of Organization or these By-Laws. Any Ordinary Member entitled to be present and vote at a meeting may submit any resolution to any meeting provided that at least four (4) weeks before the day appointed for the meeting such member shall have served upon the Organization a notice in writing signed by the member containing the proposed resolution, and stating the intention to submit the same, provided that no such resolution shall be placed upon the agenda for such meeting unless it is accompanied by a written request to that effect signed by three percent (3 %) of the Ordinary Members or by any eight (8) Ordinary Members of the Organization, whichever is greater.

At all meetings a resolution put to the vote of the meeting shall be decided on a show of hands by a majority of the Ordinary Members present and entitled to vote unless before or upon the declaration of the result of the show of hands a poll be demanded in writing by one Ordinary Member present and entitled to vote, and unless a poll be so demanded a declaration by the President that a resolution has been carried or had been carried by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the Minutes of the Organization be conclusive evidence thereof. A resolution may only be put to the vote at meetings if the international representation of the Ordinary Members present is adequate in the opinion of the Directors. If a poll be demanded in manner aforesaid it shall be taken at such time and place in such manner, as the President shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

At meetings scientific papers may be read and the ordinary business of the Organization transacted. Ordinary Members shall be entitled to speak at meetings. Special meetings shall include symposia, conferences, lectures or such other matters as the Directors may so determine. The Directors may limit the scope of the lectures to particular aspects of functional near infrared spectroscopy and may nominate the lecturers. The organization may at the discretion of the Directors hold meetings jointly with other firms, societies, associations or corporations, whether incorporated or not, in order to advance the science of functional near infrared spectroscopy.

Section 9. Action Without Meeting.

Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of members. Such consents shall be treated for all purposes as a vote at a meeting.

ARTICLE V Officers

Section 1. Designation.

The officers of the Society consist of a President, a President-elect, an immediate Past President, a Treasurer, a Secretary and such other officers, including Assistant Treasurers, and Assistant Secretaries as the Board of Directors may determine.

Section 2. Election.

The Secretary shall seek suggestions from the Ordinary Membership for the offices of President-elect, Secretary, and Treasurer when elections for these positions are to be held, in the same mailing (or electronic communication) that invites nominations from the Ordinary Membership for new Directors-at-large (Article VI, Section 3).

The Nominations Committee shall actively seek suggestions from the Ordinary Membership for candidates for the offices. From the list of written and verbal suggestions, the Nominations Committee shall select up to two nominees for the office of President-elect, and up to two nominees for the offices of Secretary and Treasurer. Elections for Officers can be done electronically through the SfNIRS website. A Ballot form will be sent to each ordinary member by email and will be put on the SfNIRS “members only” section. Final voting, by each ordinary member, can be made through the SfNIRS website. These names shall be included on the ballot provided by the Secretary to the Ordinary Members for the election of Directors as specified in Article III, Section 3. The Board of Directors shall determine the result of the election and report the result to the ensuing biennial meeting.

Section 3. Qualification.

Officers and members of the board of directors need to be ordinary members of the society. Only one office may be held by the same person.

Section 4. Tenure.

Subject to the Articles of Organization and to the other provisions of these By-Laws, the President-elect shall be elected for a term of two (2) years. The President shall not be eligible to serve consecutive terms as President. After completion of a two (2) year term as President-elect, he/she shall assume the position of President without further election. After completion of a two (2) year term as President, he/she shall assume the position of Immediate Past President without further election. The Treasurer and Secretary have no fixed terms, and will be replaced with an overlap of two years. The position of Treasurer and Secretary is renewed by majority approval of the board every two years.

All other officers shall hold office until the first meeting of the Board of Directors following the biennial meeting of the members and thereafter until his/her successor is chosen and qualified unless a shorter term is specified in the vote choosing or appointing him.

Section 5. General Duties and Powers.

Subject to law, to the Articles of Organization and to these By-Laws, each officer shall have in addition to the duties and powers herein set forth such duties and powers as are commonly incident to his/her office and such duties and powers as the Board of Directors may from time to time designate. Any officer may resign by delivering his/her written resignation to the Organization at its principal office or to the President or Secretary and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6. President.

The President shall serve for a two years term and be the official spokesperson of the Society. Subject to the direction of these by-laws, the mission statement of the Society, and the Board of Directors, he/she has general supervision and control of its business. Unless otherwise provided by the Board of Directors, he/she shall preside, when present, at all meetings of members. The President shall be a member of the Board of Directors and shall serve as its chair. At his/her first meeting as President, he/she will present proposals for the upcoming biennial conference which are then voted on by the Board of Directors. The President will then select a co-chair of the meeting to complement the local co-chair of the meeting, ensuring that one is presently or recently (past four (4) years) on the board. The President shall have the custody of the Treasurer’s bond if such a bond is required by the Board of Directors. Unless otherwise provided in the by-laws, the President, with the approval of the Board of Directors shall appoint members of the Society to fill interim vacancies. The order of succession to the Presidency, in case of need, is President-Elect, Immediate Past President, Secretary, and Treasurer.

Section 7. President-Elect.

The President-Elect will serve for a two years term, and perform the duties of the President in the absence or incapacity of the President, and shall become President if the office of President shall become vacant. Should the President-Elect become President through a vacancy in the office, he/she shall be permitted to serve as President for the remainder of the unexpired term and his/her own term. The President-Elect is a member of the Board of Directors. The President-Elect initiates such preparatory measures as are implied by this office, and shall also perform such other duties as may be assigned from time to time by the Board of Directors or the President. The President-Elect will be installed as President at the meeting of the Society when the President-Elect would regularly be so installed. If a vacancy should occur in the office of the President-Elect, the President and Past Presidents are entitled to run for re-election.

Section 8. Immediate Past President.

The Immediate Past President will serve for a two years term, and perform the duties of the President in the absence or incapacity of the President and President-Elect, shall become President if the offices of the President and President-Elect become vacant, and shall also perform such other duties as may be assigned from time to time by the Board of Directors or the President. If the office of Past President becomes vacant, the Board of Directors, upon the recommendation of the President, may appoint a member to fill the remainder of the un-expired term.

Section 9. Treasurer, and Assistant Treasurers.

The Treasurer does not have a fixed term. At every meeting the board by majority vote approves the renewal of the Treasurer if the Treasurer so desires to continue. Otherwise, an election by the general membership will be called to replace the Treasurer with overlap in case he/she wants to retire. If the office of Treasurer should become vacant, the Board of Directors upon the recommendation of the President may appoint a member to serve in that position until the next meeting of the Society. For legal reasons the Treasurer should be a legal resident of the United States. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Organization and shall cause to be kept accurate books of account. He/she shall have care and custody of all funds, securities and valuable documents of the Organization except as the Board of Directors may otherwise provide. If required by the Board of Directors, he/she shall give bond for the faithful performance of his/her duties in such form and with such sureties as the Board of Directors may determine. Any Assistant Treasurer shall have such duties and powers as the Board of Directors may from time to time designate. The Treasurer shall cause true accounts to be kept:

(a) Of all assets and liabilities of the Organization;

(b) Of all sums of money received and expended by the Organization and the matters in respect of which such receipts and expenditure takes place;

(c) Of all sales and purchases of goods by the Organization.

(d) The Treasurer shall be responsible for all statements for dues, meet all federal and state reporting requirements, and present a written report at each regular meeting of the Board of Directors. The Treasurer will be required to present an annual report to the membership.

Section 10. Secretary and Assistant Secretaries.

The secretary does not have a fixed term. At every meeting the position of the secretary is renewed by majority vote of the board if the secretary so desires to continue. Otherwise, an election by the general membership will be called to vote for a replacement secretary with overlap in case he/she wants to retire. The Secretary shall keep the original or attested copies of the Articles of Organization, these By-Laws, records of all meetings of Incorporators, all meetings and consents in lieu of meetings of members and Directors, and the membership records which shall contain the names of all members and the record address and type of membership held by each. The Secretary shall oversee and manage Society elections and notify candidates of the outcome. The Assistant Secretary, if any, shall record the proceedings of any meeting of members and of any meeting of the Directors at which the Secretary is not present, and shall have such additional powers and duties as the Directors may designate. In the absence of the Secretary and the Assistant Secretary, if any, from any meeting of members or from any meeting of the Directors, a Temporary Secretary shall be chosen who shall perform the duties of the Secretary.

ARTICLE VI Board of Directors

Section 1. Powers.

The affairs and activities of the Society shall be managed by a Board of Directors who may exercise all the powers of the Society except such as by law, by the Articles of Organization or by the By-Laws of the Society are conferred upon or reserved to the members.

Section 2. Composition.

There shall be not less than eight (8) Directors. The Board of Directors shall be composed of the ex officio members – the President, who shall serve as chair, the immediate Past President, the President-Elect, the Treasurer, and the Secretary – and at least four (4) members elected from the active membership at large. The composition of the Board of Directors shall be balanced in composition as to gender and area of expertise, and, as far as possible, reflect the international representation of the Ordinary Members of the Organization.

Section 3. Election.

The Directors-at-large members serve four (4) years terms for not more than two consecutive terms which shall be staggered so that at least two new members are appointed at each biennial meeting of the members or the special meeting in lieu of said biennial meeting or by electronic vote by such members who have the right to vote thereon. The Nominating Committee will present at least two names for each available vacancy. Elections will be held in accordance with the By-Laws.

The Nominating Committee shall be appointed by the president, and will consist of three board members. The names of the members of the Nominating Committee will be announced on the website of the Society together with the vacant positions.

The Nominating Committee shall establish job descriptions for each vacant position, and solicit, by mail to the Ordinary Members, candidates interested in serving on the Board of Directors. The nominations must be received by the Nominating Committee within thirty (30) days from the date of the invitation for nominations. No Ordinary Members may be nominated against the express wishes of that member. Each nomination must be accompanied by a statement from the nominee accepting the nomination. If the total number of nominations does not exceed the total number of vacancies, or if the list of candidates does not conform to the diversity policy of the Organization, the Board of Directors shall have the power to make further nominations to provide more candidates than the total number of vacancies and as will, by the same nominations, ensure the diversity aforesaid. Elections for the Board of Directors can be done electronically through the SfNIRS website. An email will be sent to each Ordinary Member by email not later than one (1) months before the biennial meeting and will be put on the SfNIRS “members only” section. Final voting, by each ordinary member, can be made through the SfNIRS website and must be received at the office of the Secretary not later than fourteen (14) days before the biennial meeting. All ballots received after that date shall be disregarded. The accidental omission to send any Ordinary Member an email ballot or the non-receipt of same by the Organization shall not make void or invalidate any election. The Board of Directors determines the result of the election and shall report the result to the ensuing biennial meeting.

Section 4. Tenure.

Subject to law, to the Articles of Organization and to the other provisions of these By-Laws, each Director-at-large shall hold office for a period of four (4) years until his/her successor is chosen and qualified. Any Director may resign by delivering his/her written resignation to the Organization at its principal office or to the President or Secretary. Such resignation shall be effective one month after presentation or at some other time specified, whichever is later.

Section 5. Regular Meetings.

Regular meetings of the Board of Directors may be held without call or notice at such place and at such times as the Board of Directors may from time to time determine. A regular meeting of the Board of Directors following the biennial meeting of the members or the special meeting in lieu of such meeting may be held without call or notice immediately after and at the same place as the meeting of the members.

Section 6. Special Meetings.

Special meetings of the Board of Directors may be held at any time and at any place when called by the President, or at the written request of not less than three (3) Directors.

Section 7. Notice of Meetings.

A written notice of the place, date, hour and general nature of the business to be transacted at all special meetings of the Board of Directors shall be given by the Secretary or an Assistant Secretary or by the Officer or the Director or Directors calling the meeting, to each Director by mail or telegram or email addressed to such Director at his/her usual or last known business or residence address or email address, or by leaving such notice with him or at his/her usual or last known business or residence address, or at such other address as said Director may from time to time designate in writing. Notice may also be given by telephone. Notice must be given at least twenty-one (21) days before the meeting. Notice of a meeting need not be given to any Director if a waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto, or at its commencement, the lack of notice to him.

Section 8. Quorum.

Six (6) Directors shall constitute a quorum for a meeting but a lesser number may by majority vote adjourn the meeting from time to time and the meeting may be held as adjourned without further notice.

Section 9. Action at Meeting.

When a quorum is present at any meeting, the vote or concurrence of a majority of the number of Directors as fixed by the members shall be required to decide any matter or take any action except to the extent that a greater proportion is required by law, or the Articles of Organization or these By-Laws.

Section 10. Action without Meeting.

Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of Directors. Such consents shall be treated for all purposes as a vote at a meeting.

Section 11. Committees.

The Directors may elect from their number any committee that performs a useful purpose and may delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-Laws they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make the rules for the conduct of its business, but, unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-Laws for the Directors. The Directors may also establish such other committees having such duties as the Directors may determine. The members of these committees shall be appointed by the Directors and need not be members or Directors of the Organization. Each such committee shall report to the Directors and shall have no power to bind the Organization.

Section 12. Telephonic Meetings.

A quorum of Directors may participate in a meeting by means of a conference telephone call or use of similar communications equipment, provided that all Directors participating in such a meeting can hear each other. Such participation shall constitute presence in person at a meeting. All of the provisions of these By-Laws pertaining to meeting procedure shall apply to such meetings.

ARTICLE VII Removals

Directors, including persons elected by Directors to fill vacancies in the Board, may be removed from office with or without cause by the members. Officers elected or appointed by the Directors may be removed from their respective offices with or without cause by the Directors. Any Director may be removed from office for cause by the Directors. A Director or officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him. The Directors may terminate the authority of any agent.

ARTICLE VIII Vacancies

If the office of any Director becomes vacant for any reason, a successor or successors may be elected by the members or, except in the case of a vacancy resulting from the enlargement of the Board of Directors, by the Directors. In the case of a vacancy in the office of Director resulting from the enlargement of the Board of Directors, a new Director may be elected by the members only. In the case of a vacancy in any other office for any reason, the Directors may elect or appoint a successor or successors. Each such successor elected by the members or elected or appointed by the Directors, as the case may be, shall hold office for the unexpired term, subject to the provision of ARTICLE V of these By-Laws.

ARTICLE IX Terms of offices

The terms of all officers shall begin at the beginning of the next annual meeting.

ARTICLE X Indemnification of Directors and Officers

Any person threatened with or made a party to any action, suit or other proceeding by reason of the fact that he/she, his/her testator or intestate, is or was a Director, officer, employee or other agent of the Organization or is or was a Director, officer, employee or other agent of the Organization or is or was a Director, officer, employee or other agent of another organization in which the Organization directly or indirectly owns or owned shares or of which the Organization is or was a creditor and in which he/she, his/her testator or intestate, served at the request of the Organization, shall be indemnified by the Organization against all liabilities and expenses, including counsel fees reasonably incurred by him in connection therewith, except that no indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Organization; provided, however, as to matters disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no reimbursement, either for said payment or for any other expenses in connection with the matter so disposed of, shall be provided unless such compromise shall be approved

(a) by a disinterested majority of the Directors then in office, or

(b) if a majority of the Directors are interested, by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Director or officer does not appear not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Organization, or

(c) by a majority of the members, not counting as a member any member who is an interested person.

The Board of Directors may from time to time authorize the payment by the Organization of expenses incurred by any such person in defending any such action, suit or other proceeding in advance of the final disposition of such action, suit or other proceeding, upon receipt of an undertaking from such person to repay such payment if he/she shall be adjudicated to be not entitled to indemnification under this ARTICLE X or if the matter involved shall be disposed of by a compromise payment with respect to which he/she shall not be entitled to indemnification under this ARTICLE X.

ARTICLE XI Powers of Directors and Officers to Contract with the Organization

No contract or transaction between the Organization and one or more of its Directors or officers, or between the Organization and any other corporation, firm, association or other entity in which one or more of its Directors or officers are Directors or officers or are financially interested, shall be either void or voidable for this reason alone provided that such common directorship, officership or financial interest, if material, is disclosed or known to each of the Directors voting or concurring on the matter of the approval of such contract or transaction. Common or interested Directors may be counted in determining the presence of a quorum at such meeting, and such common or interested Directors may vote on the matter of the approval of such contract or transaction, provided that any such vote shall require the affirmative vote of a majority of the Directors who have no interest in such contract or transaction, even though the disinterested Directors be less than a quorum.

ARTICLE XII Execution of Instruments

Except as the Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Organization, shall be signed by the President or the Treasurer.

ARTICLE XIII Fiscal Year

Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the Organization shall end on the 31st of December in each year.

ARTICLE XIV Amendments

These By-Laws may be altered, amended or repealed at any meeting of the members. If so authorized by the Articles of Organization, the Directors may make, amend or repeal these By-Laws in whole or in part, except that no amendment may be made by the Directors which alters the provisions of these By-Laws with respect to removal of Directors, or (ii) the election of committees by Directors and delegation of powers thereto, or (iii) amendment of these By-Laws, or (iv) the indemnification of Directors, or (v) any provision thereof which by law, the Articles of Organization or these By-Laws requires action by the members. No change in the date of the annual meeting may be made within sixty (60) days before the date fixed in these By-Laws, and in case of any change in such date, notice thereof shall be given to each member at least twenty (20) days before the new date fixed for such meeting. Not later than the time of giving notice of the meeting of members next following the making, amending or repealing by the Directors of any Bylaw, notice thereof stating the substance of such change shall be given to all members entitled to vote on amending the By-Laws. Any By-Law adopted by the Directors may be amended or repealed by the members.

ARTICLE XV Tax-Exempt Status

Notwithstanding any other provisions of these articles, the Organization is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under IRC Section 501 (c) (3) or corresponding provisions of any subsequent Federal tax laws.

Said Organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Statement of Purpose hereof. The property of this Organization is irrevocably dedicated to the Organization’s tax-exempt purpose and no part of the net income or assets of this Organization shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private individual.

No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this Organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Organization.