Bylaws
Article 1: Identification
Section 1.01. Name
The organization is a Washington State Not-for-Profit Corporation, the full name of which is the Northwest Society of Colon and Rectal Surgeons (hereinafter referred to as the Society).
Section 1.02 Registered Office and Registered Agent
The address of the Registered Office of the organization is 200 Broadway, Seattle, Washington 98122; and the name of the Registered Agent at this address is Richard P. Billingham, MD.
Section 1.03 Seal
The Executive Council may determine that the Society shall have a seal to be in such form as the Executive Council shall approve or may determine that the Society shall have no seal.
Article 2: Purposes
The purposes for which the Society has been formed and will be operated are:
Article 3 : Membership
3.01 Eligibility
Membership in the Society shall be open to all qualified individuals involved in colon and rectal surgery
3.02 Class of Members
3.021 Voting Members: Voting members of the Society is limited to physicians involved in the practice of colon and rectal surgery. Voting members may hold office. Unless otherwise indicated, all references to elections, quorum and voting shall refer to voting members only.
Categories are limited to:
3.0211 Active Members shall be licensed physicians who are adequately trained and actively engaged in the practice of colon and rectal surgery, provided that said active members are certified by the American Board of Colon and Rectal Surgery or the American Board of Surgery.
3.0212 Retired Members shall be physicians who have retired from active practice, having been an Active Member of this corporation prior to said retirement.
3.022 Non-Voting Members: Non-voting membership in the Society shall be open to individuals, other than physicians certified by the American Board of Colon and Rectal Surgery or the American Board of Surgery, who are associated with colon and rectal surgery practice. Non-voting members are not eligible to hold elected office.
Categories include but are not limited to:
3.0221 Associate Members shall be individuals who are especially interested in colon and rectal surgery and in the purposes of this corporation
3.0222 Honorary Members are defined as individuals who have rendered outstanding service to the Society. Any voting or non-voting member may nominate an individual for honorary membership. Honorary membership may be granted by the Executive Council after reviewing the nominee's qualifications and must be approved by a majority vote of the Council.
3.03 Applications
All applicants for membership shall complete and sign a form of application furnished by the organization and submit the application to the business office of the Society, or to any member of the Executive Council for forwarding to the business office, and shall be endorsed by two Active Members and signed by the applicant. Such application shall include an agreement by the applicant to abide by the Society's governing instruments including the bylaws. This provision shall not apply to honorary membership.
3.04 Admission to Membership
Admission for all applicants for membership in the organization shall be by majority vote of the membership present at the annual meeting.
3.05 Termination
The Executive Council, by affirmative vote of two-thirds of all Council members present and voting at any duly constituted meeting of the Council, may suspend or expel a member for cause. Membership may also be terminated automatically for failure to pay dues.
3.06 Resignation and Retirement
Any member may resign by filing a written resignation with the President. Any Active Member may request Retired status at the time of his/her retirement from active practice.
3.07 Transfer
Membership is not transferable or assignable.
Article 4: Nondiscrimination Policy
The policy of the Society is nondiscrimination on the basis of disability, race, color, creed, religion, sex, age, country of origin, country of education, or sexual orientation.
Article 5: Dues
5.01 Dues
5.011 Amount: The Executive Council shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the Society by members of each class, and shall give appropriate notice to the members.
5.012 Payment: The Executive Council shall promulgate from time to time any policy with regard to collection of such dues and cancellation of membership in the organization for non-payment.
Article 6: Officers
6.01 Elective Officers
The elective officers of the Society shall be President, President-elect, Secretary and Treasurer. Each elective officer shall be elected by the membership and serve on the Executive Council.
6.011 Past-President The immediate past-president of the Society shall be an ex-officio member of the Executive Council.
6.02 Directors
The Executive Council shall consist of a minimum of three Councilors elected by the members of the Society in addition to the elected officers serving on the Executive Council.
6.03 Duties
All officers of the Society shall have such authority and perform such duties in the management of the Society as may be provided in these Bylaws, the Articles of Incorporation, or as may be determined by the Executive Council not inconsistent with the Articles of Incorporation or the Bylaws.
More specifically the officers shall have the following duties:
6.031 President
The President
6.032 President-elect
The President-elect:
6.033 Secretary
The Secretary:
6.034 Treasurer
The Treasurer:
6.04 Term
6.041 President and President-elect: these elective officer shall serve for a two year term or until a successor is elected
6.042 Secretary: Person elected to fill the office of Secretary shall hold office for a term of four years or until a successor is elected.
6.043 Treasurer: Person elected to fill the office of Treasurer shall hold office for a term of four years or until a successor is elected.
6.05 Qualifications
Only voting members of the Society are eligible to be an elective or appointed officer of the Society
6.06 Vacancies
6.061 President: If the office of President becomes vacant, the President-elect shall then become acting President until the end of the term and shall at that time become President for the ensuing term
6.062 President-elect: If the office of President-elect becomes vacant, the vacancy shall be filled by the affirmative vote of two-thirds of the members of the Executive Council in office by a currently seated Executive Council member who meets the qualifications of President-elect to serve as acting President-elect until the end of the term
6.063 President and President-elect: If the office of President becomes vacant while there is a vacancy in the office of President-elect, the Executive Council shall elect by the affirmative vote of two-thirds of the members of the Council in office an acting President who shall serve only until the end of the term of President. Then, at the next regularly scheduled election, a President and President -elect shall be elected.
6.064 Other vacancies: If the office of the Secretary or Treasurer becomes vacant
the Executive Council shall elect by the affirmative vote of two-thirds of the members of the Executive Council in office an acting Secretary or Treasurer from among the voting members of the Society, including councilors.
6.07 Removal
6.071 Officers elected by the membership may be removed from office by two-thirds vote of the members present at a membership meeting at which a quorum is present or by mail ballot as provided for in Article VIII of these Bylaws, if, in the judgment of the members, the best interests of the Society will be served thereby.
6.072 Officers elected by the Executive Council may be removed by the Executive Council by majority vote, if, in their judgment, the best interests of the Society will be served thereby.
6.08 Records
Upon termination of office for any reason, all councilors of the Society shall deliver all records or other property of the Society to their successors within 30 days of termination.
Article 7: Nominations & Elections
7.01 Elections
7.011 Annual elections shall be conducted to elect officers and other elected positions
7.02 Eligibility
7.021 Only voting members are eligible to be elected to be a councilor or officer
7.03 Nominations
7.031 Chair of the Committee on Nominations and Elections: The immediate Past President shall serve as chair of the Committee.
7.032 Nominating Procedures: In accordance with policies and procedures established by the Executive Council, the Committee shall consider the qualifications of all candidates proposed by the membership or by members of the Committee itself. The Committee shall create a slate of candidates for presentation to the membership.
7.04 Election Procedures
The Committee on Nominations and Elections shall recommend procedures for election in accordance with applicable state law, subject to the approval of the Executive Council. Election of officers and councilors shall be at the Annual Meeting of the Society with each member having one vote for each office to be filled. A plurality shall elect. Results of elections of officers and councilors shall be tabulated and communicated to members.
Article 8: Membership Meetings
8.01 Annual Membership Meeting
The annual meeting of the Society members shall be held each summer on a day fixed by the President, after consultation with the Executive Council. At the annual meeting, the members shall consider reports from the councilors, officers and committees, and transact such other business as may come before the meeting.
8.02 Notice of Membership Meetings
Written notice stating the place, day and hour of any meeting of members shall be sent by regular mail to each member of each class not less than 14 days before the date of such meeting. Notice of the meeting shall be deemed to be delivered when deposited in the U.S. mail addressed to a member at the address as it appears on the records of the Society with postage paid thereon.
8.03 Quorum
At any membership meeting, a quorum shall consist of at least 50% of those voting members registered at the date of such meeting.
8.04 Voting
8.041 Voting shall be conducted in accordance with rules adopted by the Executive Council. Each Active Member and each Retired Member shall have one (1) vote. Votes may be cast in person only.
8.042 Unless a larger proportion of affirmative votes is required by these Bylaws, the affirmative vote of a majority of the members present and voting at any duly constituted meeting of the membership shall be sufficient to authorize any act by the membership.
Article 9: Executive Council
9.01 Powers
The affairs of the Society shall be governed and managed by an Executive Council duly elected by the Society membership. Councilors must be voting members. The Council shall have full authority to interpret and implement all the provisions of these Bylaws. All interpretations of the Bylaws shall be by three-fourths vote of the entire Executive Council and shall be final and conclusive.
9.02 Duties
9.021 Perform all duties entrusted to Directors of a Corporation
9.022 Develop and abide by the Bylaws and Policies of the Society
9.023 Supervise and direct the business and financial affairs of the Society
9.024 Set all fees payable to the Society
9.025 Develop, monitor and evaluate programs which further the purpose of the Society
9.026 Identify relevant professional issues for educational presentation to the Society membership
9.03 Number
The Society shall have three Councilors in addition to the elected officers. Councilors shall serve their respective terms of office and shall continue in office until their successors have been duly elected.
9.031 The Councilors shall be elected from the membership at large and shall serve for three years. The Councilors shall be elected, such that each year, one of the three said councilors shall be elected.
9.032 Other members with limited authority may be appointed by the President with the approval of the Executive Council. These members may include but are not limited to a Program Chair, an Assistant Program Chair and a Local Arrangements chair, each of whom may be appointed to serve a one year term and who shall be non voting members of the Executive Council.
9.04 Meetings
9.041 Annual Meeting: The annual meeting of the Executive Council shall be held without any notice, other than this Bylaw, immediately before and at the same place as the annual membership meeting of the members.
9.042 Special Meetings: Special meetings of the Executive Council may be called by the President, or shall be called at the request of one fourth of the councilors. Special meetings shall be held at such place and time as the President shall determine. Notice of any special meeting of the Executive Council shall be given at least five days previously thereto by written notice delivered personally or sent by mail to each councilor at the address as shown by the records of the Society. Such meetings shall be conducted in accordance with policies and procedures approved by the Executive Council.
9.043 Guests: the President may invite guests in accordance with policies and procedures approved by the Executive Council to attend meetings of the Councilors but without vote.
9.044 Action without a Meeting. Any action that may be taken at a meeting of the councilors may be taken without a meeting if a consent in writing, setting forth the action to be so taken, shall be signed before the action by all the councilors.
9.05 Quorum
A majority of the Executive Council in office shall constitute a quorum for the transaction of business at any meeting of the Council.
9.06 Voting
Each member of the Executive Council shall have only one vote as councilor. No proxy voting shall be valid. Unless a larger proportion of affirmative votes is required by these Bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority of the Executive Council present and voting at any duly constituted meeting of the Council shall be sufficient to authorize any act by the Executive Council.
9.07 Waiver of Notice
Any councilor may waive notice of any meeting. The attendance of a councilor at any meeting shall constitute a waiver of notice of such meeting except where a councilor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
9.08 Vacancies
Vacancies occurring among Councilors shall be filled by a majority vote of all of the remaining councilors. A councilor elected by the Executive Council to fill such a vacancy shall serve for the unexpired term of the predecessor in office.
Article 10: Compensation
10.01 Salary
No councilor shall receive any salary, fee or other remuneration for services rendered as councilor. The councilors may by resolution, provide for the payment of reasonable compensation for services rendered by persons who may be members, councilors or officers of the Society in specific capacities.
10.02 Reimbursement
The Executive Council may, by resolution, provide for the reimbursement of any councilor, officer or member for reasonable budgeted expenses incurred by the councilor, officer or member carrying out any business of the Society.
Article 11: Fiscal Procedures
11.01 Annual Budget
The Council shall, by such procedure as it may prescribe, adopt a budget each fiscal year appropriating and authorizing expenditures of funds for the operation of the Society. Funds to meet this budget are to be provided by the members' dues or through other means commensurate with the purposes of the Society and the applicable laws of the State of Washington.
11.02 Contracts
The Executive Council may authorize any officer, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or may be confined to specific instances.
11.03 Checks, Drafts or Orders
All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society shall be signed by the Treasurer or, in the absence of the Treasurer, by the President or other officer or person of the Society as designated by the Executive Council, in accordance with policies and procedures established by the Executive Council.
11.04 Deposits
All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Executive Council may select.
11.05 Gifts
The Executive Council may accept on behalf of the Society any contribution, gift, bequest, or device for any purpose of the Society.
11.06 Fiscal Year
The fiscal year of the Society shall end on December 31.
11.07 Books and Records
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Executive Council, committees having and exercising any of the authority of the Executive Council, and shall keep a record giving the names and addresses of all categories of members. Upon written request to the Executive Council, books and records of the Society may be inspected by any member, or the member's agent or attorney for any proper purpose at any reasonable time.
Article 12: Waiver of Notice
Whenever any notice is required to be given under the provisions of applicable law or under the provision of the Articles of Incorporation of the Society or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving of such notice.
Article 13 Parliamentary Authority
The Executive Council shall establish rules to govern all meetings of the Society which are not inconsistent with statute, these Bylaws or a specific provision of the Articles of Incorporation.
Article 14 Dissolution
14.01 In the event of dissolution of the Society, the net assets of the corporation shall be applied and distributed as follows:
14.011 All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made thereof, in accordance with applicable law.
14.012 If any assets remain after the provisions of Section 14.011 of the Bylaws have been complied with, any remaining assets shall be distributed to one or more educational, charitable, scientific or philanthropic organization, qualified under IRC Section 501(c)(3), engaged in activities substantially similar to those of the Society.
Article 15 Amendment of Bylaws
15.01 Amendments
In this Article, the term "Amendment" means and includes any and all of the following: The adoption of a new Bylaw; the change in part or whole of an existing bylaw; or the repeal of a Bylaw. Amendments may be proposed by the Executive Council on its own initiative or upon petition by any two members, addressed to the Council.
15.02 At Annual Meeting
The Bylaws may be amended at any Annual Business Meeting but no Amendment shall be voted upon and adopted unless:
15.021 Such Amendment has been sent, in proposed form, to each voting member at least thirty (30) days prior to the annual meeting; and unless
15.022 Such proposed Amendment receives the affirmative vote of two-thirds of the votes cast at an annual meeting.
15.03 Between Annual Business Meetings
In the absence of, or between Annual Business Meetings, Amendments to the Bylaws may be adopted by a two-thirds vote of the members voting at a special meeting called for such purpose.
Section 1.01. Name
The organization is a Washington State Not-for-Profit Corporation, the full name of which is the Northwest Society of Colon and Rectal Surgeons (hereinafter referred to as the Society).
Section 1.02 Registered Office and Registered Agent
The address of the Registered Office of the organization is 200 Broadway, Seattle, Washington 98122; and the name of the Registered Agent at this address is Richard P. Billingham, MD.
Section 1.03 Seal
The Executive Council may determine that the Society shall have a seal to be in such form as the Executive Council shall approve or may determine that the Society shall have no seal.
Article 2: Purposes
The purposes for which the Society has been formed and will be operated are:
- to unite in one society persons engaged in the field of colon and rectal surgery
- to encourage and develop educational programs for persons in such field
- to advance the technology, science and arts of practitioners in such field
- and to cooperate with other professional societies, corporations and governmental bodies involved in such fields
Article 3 : Membership
3.01 Eligibility
Membership in the Society shall be open to all qualified individuals involved in colon and rectal surgery
3.02 Class of Members
3.021 Voting Members: Voting members of the Society is limited to physicians involved in the practice of colon and rectal surgery. Voting members may hold office. Unless otherwise indicated, all references to elections, quorum and voting shall refer to voting members only.
Categories are limited to:
3.0211 Active Members shall be licensed physicians who are adequately trained and actively engaged in the practice of colon and rectal surgery, provided that said active members are certified by the American Board of Colon and Rectal Surgery or the American Board of Surgery.
3.0212 Retired Members shall be physicians who have retired from active practice, having been an Active Member of this corporation prior to said retirement.
3.022 Non-Voting Members: Non-voting membership in the Society shall be open to individuals, other than physicians certified by the American Board of Colon and Rectal Surgery or the American Board of Surgery, who are associated with colon and rectal surgery practice. Non-voting members are not eligible to hold elected office.
Categories include but are not limited to:
3.0221 Associate Members shall be individuals who are especially interested in colon and rectal surgery and in the purposes of this corporation
3.0222 Honorary Members are defined as individuals who have rendered outstanding service to the Society. Any voting or non-voting member may nominate an individual for honorary membership. Honorary membership may be granted by the Executive Council after reviewing the nominee's qualifications and must be approved by a majority vote of the Council.
3.03 Applications
All applicants for membership shall complete and sign a form of application furnished by the organization and submit the application to the business office of the Society, or to any member of the Executive Council for forwarding to the business office, and shall be endorsed by two Active Members and signed by the applicant. Such application shall include an agreement by the applicant to abide by the Society's governing instruments including the bylaws. This provision shall not apply to honorary membership.
3.04 Admission to Membership
Admission for all applicants for membership in the organization shall be by majority vote of the membership present at the annual meeting.
3.05 Termination
The Executive Council, by affirmative vote of two-thirds of all Council members present and voting at any duly constituted meeting of the Council, may suspend or expel a member for cause. Membership may also be terminated automatically for failure to pay dues.
3.06 Resignation and Retirement
Any member may resign by filing a written resignation with the President. Any Active Member may request Retired status at the time of his/her retirement from active practice.
3.07 Transfer
Membership is not transferable or assignable.
Article 4: Nondiscrimination Policy
The policy of the Society is nondiscrimination on the basis of disability, race, color, creed, religion, sex, age, country of origin, country of education, or sexual orientation.
Article 5: Dues
5.01 Dues
5.011 Amount: The Executive Council shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the Society by members of each class, and shall give appropriate notice to the members.
5.012 Payment: The Executive Council shall promulgate from time to time any policy with regard to collection of such dues and cancellation of membership in the organization for non-payment.
Article 6: Officers
6.01 Elective Officers
The elective officers of the Society shall be President, President-elect, Secretary and Treasurer. Each elective officer shall be elected by the membership and serve on the Executive Council.
6.011 Past-President The immediate past-president of the Society shall be an ex-officio member of the Executive Council.
6.02 Directors
The Executive Council shall consist of a minimum of three Councilors elected by the members of the Society in addition to the elected officers serving on the Executive Council.
6.03 Duties
All officers of the Society shall have such authority and perform such duties in the management of the Society as may be provided in these Bylaws, the Articles of Incorporation, or as may be determined by the Executive Council not inconsistent with the Articles of Incorporation or the Bylaws.
More specifically the officers shall have the following duties:
6.031 President
The President
- shall have active executive management of the operations of the organization, subject, however to the control of the Executive Council
- shall preside at all meetings of the Society and Executive Council
- shall discharge all duties that devolve upon a presiding officer
- shall have full authority to execute powers of attorney appointing other organizations, partnerships or individuals the agent of the Society
- shall perform other duties as the Bylaws provide or the Executive Council may prescribe
6.032 President-elect
The President-elect:
- shall automatically accede to the presidency when the Society's President's term ends
- shall become acting Society President and assume the duties of the office in the event of the President's absence, disability or resignation
- shall perform other duties as the Bylaws may provide or the Executive Council prescribe
6.033 Secretary
The Secretary:
- shall record or cause to be recorded the minutes of all meetings of the Society and the Executive Council
- shall be responsible for notification of officers and councilors of meeting of the Executive Council
- shall preserve correspondence, reports, record, and bylaws of the Society in a permanent file
- shall perform such other duties as the Bylaws may provide or the Executive Council prescribe
6.034 Treasurer
The Treasurer:
- shall be responsible for the funds of the Society
- shall keep or cause to be kept an accurate record of all Society receipts and disbursements
- shall furnish at the meetings of the Executive Council, or whenever requested, a statement of the financial condition of the organization
- shall perform such other duties as the Bylaws may provide or the Executive Council prescribe
6.04 Term
6.041 President and President-elect: these elective officer shall serve for a two year term or until a successor is elected
6.042 Secretary: Person elected to fill the office of Secretary shall hold office for a term of four years or until a successor is elected.
6.043 Treasurer: Person elected to fill the office of Treasurer shall hold office for a term of four years or until a successor is elected.
6.05 Qualifications
Only voting members of the Society are eligible to be an elective or appointed officer of the Society
6.06 Vacancies
6.061 President: If the office of President becomes vacant, the President-elect shall then become acting President until the end of the term and shall at that time become President for the ensuing term
6.062 President-elect: If the office of President-elect becomes vacant, the vacancy shall be filled by the affirmative vote of two-thirds of the members of the Executive Council in office by a currently seated Executive Council member who meets the qualifications of President-elect to serve as acting President-elect until the end of the term
6.063 President and President-elect: If the office of President becomes vacant while there is a vacancy in the office of President-elect, the Executive Council shall elect by the affirmative vote of two-thirds of the members of the Council in office an acting President who shall serve only until the end of the term of President. Then, at the next regularly scheduled election, a President and President -elect shall be elected.
6.064 Other vacancies: If the office of the Secretary or Treasurer becomes vacant
the Executive Council shall elect by the affirmative vote of two-thirds of the members of the Executive Council in office an acting Secretary or Treasurer from among the voting members of the Society, including councilors.
6.07 Removal
6.071 Officers elected by the membership may be removed from office by two-thirds vote of the members present at a membership meeting at which a quorum is present or by mail ballot as provided for in Article VIII of these Bylaws, if, in the judgment of the members, the best interests of the Society will be served thereby.
6.072 Officers elected by the Executive Council may be removed by the Executive Council by majority vote, if, in their judgment, the best interests of the Society will be served thereby.
6.08 Records
Upon termination of office for any reason, all councilors of the Society shall deliver all records or other property of the Society to their successors within 30 days of termination.
Article 7: Nominations & Elections
7.01 Elections
7.011 Annual elections shall be conducted to elect officers and other elected positions
7.02 Eligibility
7.021 Only voting members are eligible to be elected to be a councilor or officer
7.03 Nominations
7.031 Chair of the Committee on Nominations and Elections: The immediate Past President shall serve as chair of the Committee.
7.032 Nominating Procedures: In accordance with policies and procedures established by the Executive Council, the Committee shall consider the qualifications of all candidates proposed by the membership or by members of the Committee itself. The Committee shall create a slate of candidates for presentation to the membership.
7.04 Election Procedures
The Committee on Nominations and Elections shall recommend procedures for election in accordance with applicable state law, subject to the approval of the Executive Council. Election of officers and councilors shall be at the Annual Meeting of the Society with each member having one vote for each office to be filled. A plurality shall elect. Results of elections of officers and councilors shall be tabulated and communicated to members.
Article 8: Membership Meetings
8.01 Annual Membership Meeting
The annual meeting of the Society members shall be held each summer on a day fixed by the President, after consultation with the Executive Council. At the annual meeting, the members shall consider reports from the councilors, officers and committees, and transact such other business as may come before the meeting.
8.02 Notice of Membership Meetings
Written notice stating the place, day and hour of any meeting of members shall be sent by regular mail to each member of each class not less than 14 days before the date of such meeting. Notice of the meeting shall be deemed to be delivered when deposited in the U.S. mail addressed to a member at the address as it appears on the records of the Society with postage paid thereon.
8.03 Quorum
At any membership meeting, a quorum shall consist of at least 50% of those voting members registered at the date of such meeting.
8.04 Voting
8.041 Voting shall be conducted in accordance with rules adopted by the Executive Council. Each Active Member and each Retired Member shall have one (1) vote. Votes may be cast in person only.
8.042 Unless a larger proportion of affirmative votes is required by these Bylaws, the affirmative vote of a majority of the members present and voting at any duly constituted meeting of the membership shall be sufficient to authorize any act by the membership.
Article 9: Executive Council
9.01 Powers
The affairs of the Society shall be governed and managed by an Executive Council duly elected by the Society membership. Councilors must be voting members. The Council shall have full authority to interpret and implement all the provisions of these Bylaws. All interpretations of the Bylaws shall be by three-fourths vote of the entire Executive Council and shall be final and conclusive.
9.02 Duties
9.021 Perform all duties entrusted to Directors of a Corporation
9.022 Develop and abide by the Bylaws and Policies of the Society
9.023 Supervise and direct the business and financial affairs of the Society
9.024 Set all fees payable to the Society
9.025 Develop, monitor and evaluate programs which further the purpose of the Society
9.026 Identify relevant professional issues for educational presentation to the Society membership
9.03 Number
The Society shall have three Councilors in addition to the elected officers. Councilors shall serve their respective terms of office and shall continue in office until their successors have been duly elected.
9.031 The Councilors shall be elected from the membership at large and shall serve for three years. The Councilors shall be elected, such that each year, one of the three said councilors shall be elected.
9.032 Other members with limited authority may be appointed by the President with the approval of the Executive Council. These members may include but are not limited to a Program Chair, an Assistant Program Chair and a Local Arrangements chair, each of whom may be appointed to serve a one year term and who shall be non voting members of the Executive Council.
9.04 Meetings
9.041 Annual Meeting: The annual meeting of the Executive Council shall be held without any notice, other than this Bylaw, immediately before and at the same place as the annual membership meeting of the members.
9.042 Special Meetings: Special meetings of the Executive Council may be called by the President, or shall be called at the request of one fourth of the councilors. Special meetings shall be held at such place and time as the President shall determine. Notice of any special meeting of the Executive Council shall be given at least five days previously thereto by written notice delivered personally or sent by mail to each councilor at the address as shown by the records of the Society. Such meetings shall be conducted in accordance with policies and procedures approved by the Executive Council.
9.043 Guests: the President may invite guests in accordance with policies and procedures approved by the Executive Council to attend meetings of the Councilors but without vote.
9.044 Action without a Meeting. Any action that may be taken at a meeting of the councilors may be taken without a meeting if a consent in writing, setting forth the action to be so taken, shall be signed before the action by all the councilors.
9.05 Quorum
A majority of the Executive Council in office shall constitute a quorum for the transaction of business at any meeting of the Council.
9.06 Voting
Each member of the Executive Council shall have only one vote as councilor. No proxy voting shall be valid. Unless a larger proportion of affirmative votes is required by these Bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority of the Executive Council present and voting at any duly constituted meeting of the Council shall be sufficient to authorize any act by the Executive Council.
9.07 Waiver of Notice
Any councilor may waive notice of any meeting. The attendance of a councilor at any meeting shall constitute a waiver of notice of such meeting except where a councilor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
9.08 Vacancies
Vacancies occurring among Councilors shall be filled by a majority vote of all of the remaining councilors. A councilor elected by the Executive Council to fill such a vacancy shall serve for the unexpired term of the predecessor in office.
Article 10: Compensation
10.01 Salary
No councilor shall receive any salary, fee or other remuneration for services rendered as councilor. The councilors may by resolution, provide for the payment of reasonable compensation for services rendered by persons who may be members, councilors or officers of the Society in specific capacities.
10.02 Reimbursement
The Executive Council may, by resolution, provide for the reimbursement of any councilor, officer or member for reasonable budgeted expenses incurred by the councilor, officer or member carrying out any business of the Society.
Article 11: Fiscal Procedures
11.01 Annual Budget
The Council shall, by such procedure as it may prescribe, adopt a budget each fiscal year appropriating and authorizing expenditures of funds for the operation of the Society. Funds to meet this budget are to be provided by the members' dues or through other means commensurate with the purposes of the Society and the applicable laws of the State of Washington.
11.02 Contracts
The Executive Council may authorize any officer, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or may be confined to specific instances.
11.03 Checks, Drafts or Orders
All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society shall be signed by the Treasurer or, in the absence of the Treasurer, by the President or other officer or person of the Society as designated by the Executive Council, in accordance with policies and procedures established by the Executive Council.
11.04 Deposits
All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Executive Council may select.
11.05 Gifts
The Executive Council may accept on behalf of the Society any contribution, gift, bequest, or device for any purpose of the Society.
11.06 Fiscal Year
The fiscal year of the Society shall end on December 31.
11.07 Books and Records
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Executive Council, committees having and exercising any of the authority of the Executive Council, and shall keep a record giving the names and addresses of all categories of members. Upon written request to the Executive Council, books and records of the Society may be inspected by any member, or the member's agent or attorney for any proper purpose at any reasonable time.
Article 12: Waiver of Notice
Whenever any notice is required to be given under the provisions of applicable law or under the provision of the Articles of Incorporation of the Society or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving of such notice.
Article 13 Parliamentary Authority
The Executive Council shall establish rules to govern all meetings of the Society which are not inconsistent with statute, these Bylaws or a specific provision of the Articles of Incorporation.
Article 14 Dissolution
14.01 In the event of dissolution of the Society, the net assets of the corporation shall be applied and distributed as follows:
14.011 All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made thereof, in accordance with applicable law.
14.012 If any assets remain after the provisions of Section 14.011 of the Bylaws have been complied with, any remaining assets shall be distributed to one or more educational, charitable, scientific or philanthropic organization, qualified under IRC Section 501(c)(3), engaged in activities substantially similar to those of the Society.
Article 15 Amendment of Bylaws
15.01 Amendments
In this Article, the term "Amendment" means and includes any and all of the following: The adoption of a new Bylaw; the change in part or whole of an existing bylaw; or the repeal of a Bylaw. Amendments may be proposed by the Executive Council on its own initiative or upon petition by any two members, addressed to the Council.
15.02 At Annual Meeting
The Bylaws may be amended at any Annual Business Meeting but no Amendment shall be voted upon and adopted unless:
15.021 Such Amendment has been sent, in proposed form, to each voting member at least thirty (30) days prior to the annual meeting; and unless
15.022 Such proposed Amendment receives the affirmative vote of two-thirds of the votes cast at an annual meeting.
15.03 Between Annual Business Meetings
In the absence of, or between Annual Business Meetings, Amendments to the Bylaws may be adopted by a two-thirds vote of the members voting at a special meeting called for such purpose.