WTSA Constitution and Bylaws
THE WESTERN THORACIC SURGICAL ASSOCIATION
Founded as The Samson Thoracic Surgical Society
ARTICLE I. NAME
The name of this Corporation is The Western Thoracic Surgical Association (hereinafter "the Association").
ARTICLE II. CORE VALUES
The core values of the Association shall be:
- Scientific Endeavor in a Collegial Environment;
- Education and Progress;
- The Development of Young Surgeons;
- Professionalism; and
- Family and Friendship.
ARTICLE III. PURPOSES
The purposes of the Association shall be:
- To succeed to, and to continue to carry on, the activities formerly conducted by The Samson Thoracic Surgical Society, a corporation.
- To associate persons residing in the western United States and Canada who desire to advance the quality and practice of thoracic and cardiovascular surgery as a specialty.
- To encourage research and study of thoracic and cardiovascular functions and disorders so as to increase knowledge and improve treatment.
- To hold scientific meetings for the presentation and discussion of topics of interest to thoracic and cardiovascular surgeons and to encourage publication to these proceedings.
ARTICLE IV. MEMBERSHIP
The membership of this Association shall consist of surgeons whose principal professional activities are devoted to the practice of thoracic and cardiovascular surgery, and who either fulfill the qualifications specified in Section 4 below or both fulfill the qualifications specified in Section 3 below and who are admitted to membership pursuant to the procedure specified in the By-Laws.
There shall be five types of membership: Active, Senior, Honorary, Charter, and Candidate as defined in the By-Laws.
A candidate for active membership must:
- Be a Diplomat of the American Board of Thoracic Surgery of the United States, a Fellow in the Cardiovascular and Thoracic Surgery in the Royal College of Surgeons of Canada, or possess such educational credentials as judged equivalent by the Council.
- Reside within or have completed a cardiothoracic residency training program within the geographic limits of the Association, which are the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming, and the provinces of Alberta, British Columbia, Manitoba, and Saskatchewan.
- Have been engaged in the practice of thoracic and cardiovascular surgery either outside of or within the geographic limits of the Association for at least three years following completion of postgraduate training. One year of this three-years-in-practice requirement may be fulfilled by completion of either a thoracic surgical residency in an institution within the geographic limits of the Association or a one-year clinical fellowship in an institution within the geographic limits of the Association.
- Have demonstrated interest in advancing the practice of thoracic and cardiovascular surgery through continuing professional contributions and scientific publications.
- Have obtained the sponsorship of members of the Association as provided in the By- Laws.
All members in good standing of The Samson Thoracic Surgical Society in June, 1983 shall become members of the Association.
Charter members. Charter membership in the Association shall be accorded to those members who were charter members in good standing of The Samson Thoracic Surgical Society in June, 1983.
The privilege of continuing membership shall be subject to adherence to the provisions of the Constitution and By-Laws of the Association.
ARTICLE V. OFFICERS
The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, an Editor, and an Historian.
The term of office of the President, Vice President, Secretary and Treasurer shall be one year. The President and Vice President shall not be eligible for re-election. The Secretary and Treasurer shall be eligible for re-election but may serve for no more than four (4) consecutive years. The term of Editor and Historian shall be defined in the By-Laws.
Neither the Secretary nor the Treasurer may serve concurrently as the President.
The Officers shall be elected at the Annual Meeting of the Association in accordance with the procedures set forth in the By-Laws.
ARTICLE VI. COUNCIL
The governing body of the Association shall be the Council and its composition shall be as provided in the By-Laws.
ARTICLE VI. MEETINGS
The Association shall hold Annual Business and regular Scientific Meetings, the time and place to be determined by the Council. Only members of the Association may attend the Business Meetings.
Special meetings of the Council or of the members may be called as provided in the By-Laws.
ARTICLE VIII. AMENDMENTS
Proposed amendments to the Constitution shall be submitted in writing to the members at least 30 days prior to a regular business meeting at which the proposed amendments shall be presented to the membership. Notice of such proposed amendments shall be mailed to each member at least thirty days prior to the next regular meeting at which the vote shall be taken. An affirmative vote of two-thirds of the members present is required to adopt an amendment to the Constitution.
ARTICLE I. APPLICATION FOR ACTIVE MEMBERSHIP
Section 1. Applicant.
- An applicant for Active membership shall obtain a sponsor who is a member of the Association and who, attesting to the applicant’s professional competence and ethical behavior, shall obtain for him from the Chairman of the Membership Committee the application form and a list of the qualifications for Active membership.
- An applicant for Active Membership shall (1) have a full and unrestricted license to practice medicine in his or her respective state or province, and (2) have a current appointment on the surgical staff of a hospital with no reportable action pending which could adversely affect such applicant’s staff privileges at any hospital.
- Any applicant for Active Membership must possess ethical and moral fitness, as well as professional proficiency, as determined, in part, on the basis of reports from members consulted as references, reports from other references and other information.
Section 2. Candidate for Membership.
An applicant shall become a candidate for membership upon receipt by the Chairman of the Membership Committee of a properly executed application form and the written recommendation of three members, including his sponsor, attesting to his professional competence and ethical behavior. The names of all candidates shall be included in the notice of the regular meeting.
Section 3. Election to Membership.
Candidates recommended by the Membership Committee and approved by the Council shall be submitted to a vote at the Annual Business Meeting. Election to Active membership shall require an affirmative vote of the majority of members present.
Section 4. Notice of Election.
Every newly elected member shall be furnished by the Secretary with an official notice of election, accompanied by a copy of the Constitution and By-Laws. A Certificate of Membership signed by the President, the Secretary, and the Chairman of the Membership Committee bearing the Seal of the Association shall be presented to the newly elected members at the first session of the next regular meeting immediately following their election.
Section 5. Candidates Not Elected.
The Secretary shall notify the primary sponsor of candidates not recommended for election and separately notify the candidate.
Section 6. Re-application.
An unsuccessful candidate may reapply for membership by submitting a written request and obtaining new sponsor letters, which may be obtained from the same persons who previously submitted sponsor letters. Re-application shall not be permitted more than two times.
ARTICLE II. MEMBERS
Section 1. Active Members.
- Duties and Rights. It shall be the duty of each Active member to attend regularly the meetings of the Association, to participate in the Scientific Programs, and to uphold the ideals and objectives of the Association. Each Active member shall be entitled to one vote and may hold any office in the Association.
- Dues. All Active members shall pay dues. The amount of dues may be changed upon the recommendation of the Council and approval of the majority of the members present at the Annual Business Meeting. Dues shall be payable on April 16th of each year. Members may not attend a meeting unless their dues are current.
- Moving Outside Geographic Limits. Active members who move outside the geographic limits of the Association may maintain their status and shall not be limited in number.
- Delinquency. The Treasurer shall submit to the Council a list of the members who have failed to pay their dues by March 31st of each year, and notice of such delinquency shall be mailed to each such member at the address recorded in the records of the Association. If the delinquency is not made good within three (3) months of the mailing of such notice, or excused for adequate cause by the Council, the membership of each delinquent member shall be subject to termination pursuant to Section 1(g) below.
- Participation. Active members are strongly encouraged to participate at least once every three (3) years, by: 1) attending an Annual Meeting; 2) being included as an author of an abstract submitted for consideration for presentation at an Annual Meeting; or 3) being involved in committees and/or performance of official business sanctioned by the Council.
- Termination Procedure. Any member whose membership has become subject to termination for delinquency shall be given written notice of such prospective termination not less than forty (40) days before the effective date of the termination. Any member who is subject to termination may apply for reconsideration by filing a written request with the Council, addressed to the Secretary, within thirty (30) days following the mailing of notice of such termination, which request shall state the reasons why such membership should not be terminated. If such a request is received within the requisite period, termination will be delayed until after the next Council meeting. If the Council finds the reasons given in the request to be adequate, membership shall not be terminated, conditioned upon payment of any arrears, where applicable. If the Council finds the reasons given in the request not to be adequate, the termination shall become effective on the sixth day after the Council meeting.
- Disability. A member who becomes disabled may petition the Council for senior membership status and the Council may grant such request for a period of time until the member can return to practice.
- Resignation. A member may resign from the Association at any time by tendering a resignation in writing and paying in full any dues or obligations owing the Association at the time.
Section 2. Senior Members.
Senior membership shall be obtained by written request and Council approval for members retired from active practice at age 60 or shall be automatic at age 70 provided that continuing active membership without respect to age shall be granted on written request. Senior members shall have the same duties, rights and privileges as active members except that they shall be exempt from dues requirements and shall not hold office, except the office of the Historian. Their numbers shall not be limited.
Section 3. Honorary Members.
Honorary membership shall be granted to persons deemed suitable by reason of special contributions in the field of thoracic and cardiovascular surgery or professional accomplishments. Such persons need not be certified thoracic surgeons. Persons deemed suitable as Honorary members may become such when proposed by two members, endorsed by the Membership Committee and the Council, and approved by a majority of the members present at the next meeting. Honorary members shall be exempt from dues requirements and shall have no rights to vote or hold office except as provided below. The Editor of THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY shall be an honorary member of the Association and ex-officio member of the Council without vote.
Section 4. Candidate Members
Candidate membership is available to:
- Residents who are matched or enrolled in either a cardiothoracic surgery education program accredited by the Residency Review Committee for Thoracic Surgery under the authority of the Accreditation Council for Graduate Medical Education or a program approved for cardiothoracic surgery education by the Royal College of Surgeons of Canada—or their equivalency—from the Association’s geographic limits as defined by the Constitution of the Association;
- Individuals who have completed their education in one of the above programs but do not yet meet all of the criteria for Active membership per Article IV, Section 3, of the Constitution; and
- Individuals who trained outside the Association’s geographic limits who are now residing within the Association’s boundaries but do not yet have three years in practice.
Candidate members shall have no rights to vote or hold office. Candidate membership shall end when the Candidate becomes eligible for Active membership, at which time s/he is invited to apply for Active membership.
Section 5. Conduct & Discipline
- Conduct. A member of the Association shall conduct his relationship with patients, fellow physicians, and the public at large in a manner consistent with the Principles of Medical Ethics of the Society of Thoracic Surgeons, and with the purposes of this Association.
- Discipline. Upon the recommendation of the Ethics Committee, the Council may take disciplinary action against a member for conduct inconsistent with the provisions of this Section or with the purposes of the Association. Any question concerning the conduct or discipline of a member shall be directed to the Chairman of the Ethics Committee. In the event that the Ethics Committee determines that disciplinary action should be considered in a particular case, the Committee shall submit to the Council a written recommendation of the disciplinary action which the Committee proposes be taken. Such determination by the Ethics Committee shall be made only after the member has been given not less than thirty (30) days written notice of the date, time and place of the Committee’s meeting, and of the nature of the complaint regarding the conduct of the member or charges against the member which are considered by the Committee, and informing the member that he may appear in person and/or by a representative and may submit whatever information he deems proper to refute the charges under consideration.
In the event that the Ethics Committee recommends to the Council that disciplinary action be taken against a member, such member shall be given thirty (30) days written notice of the time and place of the Council meeting at which such recommendation is to be considered, and of his right to appear in person or by representative to submit whatever information he deems appropriate to refute the recommendation of the Committee. Disciplinary action may consist of censure, probation, suspension, or expulsion from membership, as deemed appropriate by a majority of the Council following hearing and consideration as set forth above. No such disciplinary action shall become effective less than five (5) days after the scheduled date of the Council meeting at which the member had the opportunity to refute the Committee’s recommendation.
ARTICLE III. OFFICERS
Section 1. Nomination and Election.
Candidates for election as Vice President, Secretary, Treasurer and Councilor-at-Large shall be placed in nomination by the Nominating Committee. Nominations for any of these offices may also be made from the floor. An affirmative vote by the majority of the members present at an Annual Meeting shall be required for election to office. The Vice President, Secretary and Treasurer shall be elected annually, and will hold office from the termination of the meeting at which elected until the termination of the next regular meeting when their successor will be elected. The Vice President shall become the President upon completion of his term as Vice President.
Section 2. Duties of the President.
The President shall be the chief executive officer of the Association and shall have general supervision over the business of the Association, subject to the control of the Council. He shall preside at all meetings and generally shall perform all duties incident to the office of President, together with such other duties as may from time to time be delegated to him by the Council.
Section 3. Duties of the Vice President.
The Vice President shall perform the duties of the President in the absence or inability to act of the President, and such other duties as set forth in these By-Laws or as may from time to time be delegated to him by the Council.
Section 4. Duties of the Secretary.
The Secretary shall certify and maintain the records of the Association, including a copy of the Constitution and By-Laws, together with any amendment thereto, and a record of the names, classifications, and addresses of the members. The Secretary shall keep minutes of the meetings of the Association, shall file all non-financial reports required by law and shall send all notices required by law, by these By-Laws, or by direction of the Council, and shall perform such other duties as may be assigned by the Council.
Section 5. Duties of the Treasurer.
The Treasurer shall receive and have charge of all funds of the Association, subject to the direction of the Council. He shall perform the usual duties incident to the office of the Treasurer, including the collection of dues, the payment of the Association’s bills and obligations as approved by the Council, and the preparation, submission to the Council and presentation to the members of an annual financial report, including any that may be required by statute, together with such additional duties as may from time to time be assigned to him by the Council. The financial affairs and the financial statements of the Association shall be audited by an Audit Committee of members, or by an outside auditor as determined from year to year by the Council.
Section 6. Duties of the Editor.
The Editor of THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY shall be the Editor of the Association and shall be an ex-officio member without vote of the Program Committee and the Council. The Editor shall be appointed annually by the Council. The Editor shall serve as advisor to the Association on standards for editing and review for publication of manuscripts and proceedings of the Association.
Section 7. Duties of the Historian.
The Historian shall be the Parliamentarian and Historian of the Association and shall act as its public relations and press representative, and perform such other duties as may from time to time be delegated to him by the Council. The Historian shall be appointed annually by the Council.
Section 8. Duties of the Representative to the American College of Surgeons Board of Governors.
The representative to the Board of Governors of the American College of Surgeons shall represent the membership of the Association to the American College of Surgeons’ Board of Governors in accordance with the duties of a specialty society Governor. Such Governor shall be appointed by the American College of Surgeons from nominees submitted by the Council of the Association and shall serve on the Council as an ex-officio member without vote.
Section 9. Compensation of Officers.
No Officer of the Association shall receive any compensation for his services, but may be reimbursed for expenses when authorized by the Council.
ARTICLE IV. COUNCIL
Section 1. Composition of the Council.
The Council shall be composed of the President, Vice President, Secretary, Treasurer, Immediate Past President, (3) Councilors-at-Large, up to (2) Councilors / Founders and ex-officio, without vote, the Historian, Editor, and Representative to the Board of Governors of the American College of Surgeons.
Section 2. Councilors-at-Large.
One Councilor-at-Large may be elected at each Annual Business Meeting by majority vote and serve three years.
Section 3. Duties of the Council.
The Council shall exercise all corporate powers, excepting as otherwise provided in the By-Laws. The Council shall appoint the Historian and the Editor, and may in its discretion appoint an Assistant Secretary or Assistant Treasurer.
Section 4. Liability of Councilors.
A Councilor shall have no liability based upon any alleged failure to discharge his obligations as a Councilor, except for any self-dealing transaction prohibited by law.
Section 5. Compensation of the Council.
No Councilor shall receive any compensation for serving as a Councilor of the Association, but may be reimbursed for expenses when authorized by the Council.
Section 6. Council Meetings.
- Regular and Special Meetings. The Council shall hold regular meetings just before the beginning of the Annual Meeting of members, and shall hold such additional meetings as shall be called from time to time by the President or by any two voting members of the Council.
- Notice. Meetings of the Council shall be held upon four days’ notice by first class mail or 48 hours’ notice delivered personally by telephone or telegraph. Notice of regular meetings need not be given if the time and place of such meeting has been set previously by the Council. Notice of a meeting need not be given to any Councilor who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Councilor. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
- Quorum. The presence of five (5) voting members of the Council shall constitute a quorum for a Council meeting.
- Telephone Conference. Council members may participate in a meeting through the use of a conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.
- Manner of Acting. Every act or decision done or made by a majority of the Councilors present at a meeting duly held at which a quorum is present is an act of the Council. A meeting at which a quorum is initially present may continue to transact business, not withstanding the withdrawal of Councilors, if any action taken is approved by at least a majority of the required quorum for such meeting.
- Adjournment. A majority of the Councilors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of such adjournment shall be given prior to the time of the adjourned meeting to the Councilors who were not present at the time of the adjournment.
ARTICLE V. EXECUTIVE DIRECTOR
The Council may appoint an Executive Director, who shall be responsible for the operational management of the affairs of the Association, under the executive direction of the Officers in their respective areas of responsibility. The Executive Director shall be bonded in an amount sufficient to safeguard the financial assets of the Association.
ARTICLE VI. COMMITTEES
Section 1. Standing Committees.
The Standing Committees of the Association shall be:
- Membership. The Membership Committee shall consist of a Chairman and five members, each to serve for a term of three years provided that the terms are initially arranged such that two members retire each year. The Committee shall formulate and recommend to the Council, rules governing the qualifications and procedure with respect to elections of new members and, when appropriate, a recommendation as to the numerical limitations upon each type of membership. The Committee shall consider all applications for membership and report their recommendations to the Council for review and for presentation to the meetings of the members.
- Program. The Program Committee shall consist of a Chairman and five members, each to serve for a term of three years, provided that the terms are initially arranged so that two members retire each year. The President, Secretary, and Editor shall also serve as members ex-officio without vote. It shall be the responsibility of the Program Committee to make all arrangements necessary to provide scientific sessions of high quality. The Program Committee shall submit a budget of expenses for the program, and the names of persons to be invited as guest speakers, to the Council for approval before making any final commitments regarding the expenses and guest speakers. The Program Committee shall have the additional responsibility of the initial editorial review of all manuscripts presented at the regular meeting before they are submitted to the Editor.
- Local Arrangements. The Local Arrangements Committee shall consist of a Chairman and as many members as are deemed appropriate by the Council. The Committee shall serve for a term of one year. The responsibility of the Committee shall be to make the general arrangements for the Annual Meeting and to submit a report and budget for such arrangements to the Council at least thirty days before such Annual Meeting.
- Nominating. The Nominating Committee shall consist of the five most recent surviving Past Presidents of the Association. The most senior Past President shall serve as Chairman. The Committee shall prepare a slate of nominees to fill any vacancies among the Officers and Council which exist or will occur at the time of the Annual Meeting. The Committee shall submit its proposed slate to the Council before presentation to the members at the Annual Meeting.
- Ethics. The Ethics Committee shall consist of the three most recent surviving Past Presidents of the Association. The most recent Past President shall serve as Chairman. The Committee shall consider questions of conduct of members and make recommendations to the Council pursuant to Article II, Section 4 of these By-Laws.
- Industry Relations. The Industry Relations Committee shall consist of a Chair and up to six members, each to serve a term of three years and so arranged such that no more than half of the Committee’s members retire each year. The Industry Relations Committee shall be responsible for preparing new ideas for consideration by Council that would expand and enhance relations with industry along with the resources required to develop such concepts, thereby sustaining the Association’s validity with industry.
Section 2. Appointment.
Appointment to vacant chairmanships or memberships of each Standing Committee, except the Nominating and Ethics Committees, shall be made by the Vice President for the year during which he will be President. The Vice President shall make known to the Nominating Committee and the Council for review and approval his selection of members for the Committee appointments. Vacancies on Committees occurring between regular meetings shall be filled by the President.
Section 3. Special Committees.
The Council from time to time may create such Special Committees and appoint the Chairman and members thereof as it deems appropriate for carrying out the purposes and activities of the Association.
ARTICLE VII. MEETINGS OF MEMBERS
Section 1. Special Meetings.
Special meetings of the members may be called by the President or by 5 percent or more of the members. Any special business meeting of the members called by the President to act on an amendment to the By-Laws shall be approved by the Council.
Section 2. Notice of Meetings.
Notice of each Annual or Special Meeting shall be given appropriately as determined by the President or by the Council to members of record at the close of business on the business day preceding the day on which notice is given, provided that such notice of the Annual Meeting or Special Meeting of the members shall be given to each member by the Secretary in writing at least thirty (30) and not more than ninety (90) days prior to the date thereof.
Section 3. Quorum.
No fewer than fifty (50) member shall constitute a quorum for the transaction of the business of the Association at any meeting. However, if fewer than one-third (1/3) of the members are present at the meeting, the only matters which may be voted upon are those matters as to which proper notice was given.
Section 4. Proposals to the Members.
Proposals concerning the operation or policies of the Association may be brought before meetings of the members upon majority vote of the Council or written request of a majority of the voting members delivered to the Secretary not less than thirty (30) days prior to such meeting. A decision reached at the meeting regarding such a proposal shall be a two-thirds (2/3) vote of the members, assuming a quorum, shall be binding on the Council and the Association.
Section 5. Proxies.
Attendance or voting at a meeting of members by proxy is prohibited and shall be invalid and of no effect.
Section 6. Reports and Papers.
All reports and papers read before the Association at the Annual Meeting shall be deposited with the Secretary at the time of their presentation.
ARTICLE VIII. GENERAL
Section 1. Operation of the Association.
The Association shall operate as set forth in its Articles of Incorporation, Constitution and By-Laws, and its funds, both income and principal, shall be used solely for the purposes therein set forth, no part of the same being available for the benefit of any member or other person, firm or society.
Section 2. Annual Financial Report.
The Treasurer’s financial report referred to in Article III, Section 5, shall be considered the Annual Financial Report of the Association and the Council shall have no duty to cause any other financial report to be prepared. The financial report shall be distributed in writing to the members at the Annual Meeting or mailed to the members as the Council determines.
Section 3. Fiscal Year.
The fiscal year of the Association shall be from January 1 through December 31 of the next calendar year.
Section 4. Parliamentary Procedure.
The meetings of the members and Council, excepting as otherwise provided in the By-Laws shall be conducted pursuant to Sturgis Standard Code of Parliamentary Procedure, as set forth in the then current edition of said work.
Section 5. Reserve and Endowment Funds.
The Council may establish a reserve fund and from time to time direct that funds of the Association not required for current operations be transferred to such fund to provide long term financial stability to the Association and to be a means for accumulating funds for future projects. The reserve fund shall be deposited in an insured account or accounts in a savings bank and/or savings and loan association or invested in whole or in part in investments which legally may be made by trustees under the laws of the State of California. The Council may create a Reserve Fund Committee to make recommendations concerning the investment and deposit of the fund. The Council may in its discretion withdraw and use in the current operations of the Association the income of the fund, but withdrawals of principal shall be made only with the approval of the proposed withdrawal and use of the funds by a majority of the Council members present at a meeting.
Section 6. Samson Endowment Fund.
The Council shall establish a Paul C. Samson Endowment Fund to perpetuate the educational activities of the Association and to underwrite in whole or in part the Paul C. Samson Resident Prize Award.
ARTICLE IX. ASSESSMENTS
If in the judgment of the Council special needs of the Association so require, it may propose an assessment of a specified amount to be charged to each member. Notice of such proposal shall be mailed to the members at least thirty (30) days in advance of the meeting at which the vote is to be taken, and shall be effective if approved by two-thirds (2/3) of the members present at such meeting.
ARTICLE X. GUESTS
Section 1. Guests of the Members.
Each member may invite one guest and accompanying person to meetings of the Association. Members shall notify the Secretary in advance of the names of their guests. The Council shall determine the charge to be made for guests and the expenses relating to the guests’ attendance shall be the responsibility of the member who has issued the invitation.
Section 2. Guests of the Program Committee.
The Program Committee may invite guests to participate in the scientific programs. Such guests shall be expected to bear the expenses related to their participation and attendance at meetings except as provided in Article X, Section 3.
Section 3. Guest of the Council.
The Council may invite guests to attend the meetings of the Association without charge when deemed appropriate and in the interest of carrying out the purposes of the Association.
Section 4. Participation of Guests.
Guests shall be expected to withdraw when the business of the Association is to be conducted, as an announcement by the President.
ARTICLE XI. INDEMNIFICATION
The Association shall indemnify any person, who is or was a Councilor, officer, employee or other agent of the Association, to the extent allowed by law, so long as such person acted in good faith, in a manner such person believed to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
ARTICLE XII. DISSOLUTION
Section 1. Voting.
The Association shall not be dissolved except by the affirmative vote of two-thirds (2/3) of the members entitled to vote.
Section 2. Conditions.
In the event of dissolution of the Association in any manner and for any cause, after the payment or adequate provision being made for payment of all of its debts, and liabilities, all of the remaining funds and assets of the Association shall be transferred to a nonprofit fund, foundation or corporation which is organized and operated exclusively for educational or scientific purposes related to the purpose of the Association, and which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code and Section 23701 (d) of the Revenue and Taxation Code of California, or equivalent statutes then in effect.
ARTICLE XIII. AMENDMENTS
Proposed amendments to these By-Laws shall be submitted in writing to the members at a business meeting called for that purpose immediately preceding the one at which the vote is taken. An affirmative vote of two-thirds (2/3) of the members present is required to adopt an amendment to the By-Laws.