ARTICLE I
ORGANIZATION
The Internet
Society of Orthopaedic Surgery and Trauma ("ISOST")
is a not-for-profit corporation organized under the laws of the
State of Illinois. ISOST intends to apply for tax exempt status
pursuant to Section 501(c)(3) of the Internal Revenue Code and
shall be operated consistent with the requirements of Section
501(c)(3) prior to and subsequent to the grant of such status.
The principal office of ISOST shall be located at such location
as may be designated from time to time by the Board of Directors.
ARTICLE II
PURPOSES
AND RULES
Section 1. Purposes. The purposes of ISOST shall be:
A. To promote
the education of the public and of the medical community in the
applications of the internet and related technologies in the fields
of the medical sciences, health care practice and management.
B. To promote
the development of orthopaedic resources on the internet by (a)
educating those persons involved with the delivery of musculoskeletal
medicine about the benefits of the internet as a distribution
medium, (2) encouraging the development of independent orthopaedic
resources for musculoskeletal medicine on the internet, and (3)
encouraging the involvement of all societies, associations, institutions
and companies who are involved in the delivery of musculoskeletal
medicine in a cooperative venture to make these resources uniformly
available via the internet.
C. To set
and maintain standards for the quality of those offerings it chooses
to recognize.
Section 2.
Operational Limitations.
A. ISOST
shall always be operated solely for the aforesaid purposes, with-out
dis-crimina-tion, provided that no part of the net earnings of
ISOST shall inure to the benefit of or be distributable to any
member, director or offi-cer of ISOST or any private individu-al,
except that ISOST 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 herein. Furthermore,
not-withstanding any other provision of these Bylaws, ISOST shall
not carry on any other activities not permitted to be carried
on: (a) by a corpora-tion exempt from Federal income tax under
Sec-tion 501(c)(3) of the Internal Revenue Code of 1986, as amended
(or the cor-responding pro-visions of any future United States
Internal Revenue Law); or (b) by a corpora-tion, contributions
to which are deductible under Sec-tion 170(c)(2) of the Internal
Revenue Code of 1986, as amended (or the corre-sponding provisions
of any future United States Internal Revenue Law). Furthermore,
ISOST shall not engage in any activities or exercise any powers
that are not in furtherance of the purposes of ISOST.
B. Upon the
dissolution ISOST, the Board of Directors shall, upon paying or
making provision for the payment of all liabilities of ISOST,
dispose of all of the remaining assets of ISOST to such organization
or organizations as shall qualify for tax-exempt status under
Section 501(c)(3) of the Internal Revenue Code of 1986 (or the
corresponding provisions of any future United States Internal
Revenue law) and which shall have a similar or compatible purpose
as that of ISOST or, if no such organization is then in existence,
then to any organization qualified under Section 501(a) of said
Internal Revenue Code as the Board of Directors shall determine.
Any asset not so disposed of shall be donated to a third world
medical aid organization selected by the Board of Directors of
ISOST.
Section 3.
Legislative or Political Activities. No sub-stantial part of the
activities of ISOST shall be the carrying on of propaganda, or
otherwise directly attempting to influ-ence legislation, and ISOST
shall not participate in, or intervene in (including the publishing
and distribution of state-ments) any political campaign on behalf
of any candidate for public office.
Section 4.
No Discrimination. ISOST shall not adopt any practice, policy
or procedure which would result in discrimination on the basis
of race, religion, creed or national origin.
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ARTICLE III
MEMBERSHIP
Section 1.
Individual Members. Individual membership in ISOST shall be open
to those applicants wherever located who are eighteen (18) years
or older, are interested in furthering the work of ISOST and have
paid all dues, fees and assessments as determined by the Board
of Directors ("Individual Members").
Section 2.
Institutional Organizational Members. Institutional organizational
membership in ISOST shall be open to any not-for-profit corporation
or unincorporated association interested in furthering ISOST's
goals and purposes and has paid all dues, fees or assessments
as determined by the Board of Directors ("Institutional Organization
Members").
Section 3.
Commercial Organizational Members. Commercial organizational membership
in ISOST shall be open to any commercial corporation or unincorporated
association interested in furthering ISOST's goals and purposes
and has paid all dues, fees or assessments as determined by the
Board of Directors ("Commercial Organizational Members").
(Commercial Organizational Members and Institutional Organizational
Members collectively are hereinafter referred to as "Organizational
Members.")
Section 4.
Election of Members. Any person, firm, or corporation eligible
for membership as an Individual or Organizational Member of ISOST
under the terms of these By-Laws may be elected to membership
by a majority of votes of the Board of Directors upon written
application in accordance with such procedural rules, regulations
and forms as may be adopted from time to time by the Board of
Directors.
Section 5.
Duration of Membership and Resignation. Every member shall continue
as a member in good standing upon the continued timely payment
of all dues, assessments and fees, and compliance with these By-Laws
and such other rules and regulations as the Board of Directors
shall determine from time to time. Any member may withdraw voluntarily
from membership by written notice of such intention mailed or
delivered to the principal office of ISOST. Such notice shall
be presented to the Board of Directors at its next scheduled meeting
and shall become effective as of the date of approval thereof
by the Board of Directors subject to the fulfillment of all obligations
including the payment of all dues, assessments and fees up to
the date of such withdrawal.
Section 6.
Suspension and Expulsion. In addition to expulsion for non-payment
of any dues, assessments or fees, any member may be suspended
or expelled for cause. Sufficient cause shall be violation of
the By-Laws or any lawful rule duly adopted by ISOST or any other
conduct which shall be deemed prejudicial to the best interests
of ISOST. Suspension or expulsion shall be by two-thirds vote
of the entire membership of the Board of Directors, provided,
that a statement of charges shall be mailed by certified or registered
mail to the last recorded address of the member to be expelled
at least twenty (20) days before the final action shall be taken
with respect thereto by the Board of Directors. This statement
shall be accompanied by a notice of the time and place of the
meeting of the Board of Directors at which time said charges shall
be considered. The member shall have the opportunity to appear
in person and/or to be represented by counsel to present any defense
to such charges before final action is taken by the Board of Directors
on the charges.
Section 7.
Voting. Subject to the provisions of Article XI, each Individual
or Organizational Member shall have one vote on all matters submitted
to the membership for a vote and may vote either in person or
by written proxy. No proxy shall be valid more than eleven (11)
months after the date of its execution. Each member which is an
Organizational Member shall be entitled to appoint an individual
to be its representative who shall be present and act for such
member at any ISOST meeting or in any ISOST matter. Each such
Organizational Member shall notify ISOST’s Secretary in
writing as to the identity of such representative.
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ARTICLE IV
DUES
Section 1.
Determination of Dues. All classifications of members of ISOST
shall be required to pay such dues and fees as shall be determined
from time to time by the Board of Directors. The Board of Directors
may also set such other special assessments and fees for each
membership classification as the Board of Directors from time
to time shall deem necessary and appropriate. Payment of all such
dues, fees and assessments shall be made in United States dollars.
Section 2.
Dues Arrearments. The Board of Directors shall send a notice to
any Member who fails to pay its ISOST dues, assessments or fees
within thirty (30) days from the date such dues become due. In
the event such Member fails to remit any such amounts within sixty
(60) days of the date of such notice, such Member shall, without
further notice and without hearing, be expelled from membership
of ISOST and shall forfeit all rights and privileges thereof,
provided, however, that the Board of Directors may, by general
or special rule, prescribe procedures for extending the time for
payment of dues, assessments or fees without revocation of membership
privileges upon request of a member and upon the showing of good
cause. Any member who shall have been expelled pursuant to this
Section must, upon reinstatement, pay all dues, assessments and
other arrearages in full.
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ARTICLE V
MEETINGS
Section 1.
Annual Meeting. There shall be an Annual Meeting of the members
of ISOST for the election of members of the Board of Directors,
for receiving annual reports and for the transaction of other
business. The time and place for the Annual Meeting shall be determined
by the Board of Directors, provided, that such meeting shall be
held in conjunction with the annual meeting of the American Academy
of Orthopaedic Surgeons. The first annual meeting of ISOST shall
occur on or prior to February 1, 1999. Written notice of the time
and proposed agenda of such meeting shall be delivered either
by mail or electronic mail to each member at the last recorded
address of such member at least twenty (20) but no more than sixty
(60) days in advance of such meeting.
Section 2.
Special Meetings. Special Meetings of ISOST may be called by the
Chairman of the Board of Directors or shall be called upon the
written request of at least thirty percent (30%) of the Members
of ISOST. Written notice of the time and place and proposed agenda
of any such Special Meetings shall be delivered either by mail
or electronic mail to each member at the last recorded address
of such member at least twenty (20) but no more than sixty (60)
days in advance of such meeting.
Section 3.
Quorum. All meetings of the Members shall take place via such
internet mechanisms as the Board of Directors shall select, such
as video or teleconferencing or through internet products such
as NetMeeting or Internet Relay Chat (IRC). A majority of the
Members of ISOST entitled to vote shall constitute a quorum and,
in case there be less than this number, the presiding officer
may adjourn the meeting, from time to time, until a quorum is
present. If a quorum is present, the affirmative vote of a majority
of the Members represented at the meeting and entitled to vote
on the matter shall be the act of the members unless the vote
of a greater number is required by law, the Articles of Incorporation
or these By-Laws. Voting on any question or in any election shall
be by written ballot via the internet unless the presiding officer
shall require that voting be by secret written ballot.
Section 4.
Procedure. Robert's Rules of Order (most recent edition) as interpreted
by the Chairman of the Board of Directors shall govern all deliberations
when not in conflict with these By-Laws.
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ARTICLE VI
BOARD OF
DIRECTORS
Section 1.
Election. From and after the first annual meeting of the Members
as set forth in Section V(1), there shall be nine (9) members
of the Board of Directors, three (3) of whom shall be the President,
Secretary and Treasurer of ISOST and six (6) additional members,
elected by a majority of the Members. The Directors shall serve
for staggered terms of two (2) years each and may be re-elected
at the end of any such term; provided, however, that a Director
may be elected for no more than two (2) consecutive elected terms.
Notwithstanding the foregoing, four (4) of the Director positions
shall initially be for terms of one (1) year each. Thereafter,
the individuals elected to such positions shall serve for terms
of two (2) years each. The President shall serve as Chairman of
the Board of Directors. Any Director duly elected shall continue
in office until his successor has been duly elected and qualified.
Each Director shall be an Individual Member of ISOST or a representative
of an Organizational Member appointed pursuant to Section III(7).
Section 2.
Duties. The Board of Directors shall have supervision, control
and direction of the affairs of ISOST, shall determine its policies
or changes therein within the limits of the By-Laws, shall actively
prosecute its purposes and shall have discretion in the disbursement
of its funds. The Board of Directors may adopt such rules and
regulations for the conduct of its business and the operations
of ISOST as shall be deemed advisable, and may, in the execution
of the powers granted, appoint such agents as it may consider
necessary without limiting the generality of the foregoing, the
Board of Directors shall have the following duties and powers:
1. raise funds and invite and receive contributions in accordance
with any requirements applicable to a 501(c)(3) entity; 2. purchase,
take, receive or lease any property necessary for the achievement
of ISOST’s goals; 3. sell, convey, mortgage, pledge, lease
or otherwise dispose of any property; 4. borrow money for corporate
purposes; 5. employ staff as necessary to achieve ISOST’s
goals and purposes; 6. appoint committees as necessary in furtherance
of ISOST’s goals, which committees shall consist of at least
three (3) Directors; 7. establish or support any charitable trusts,
foundations, associations or institutions in furtherance of ISOST’s
goals; and 8. exchange information and ideas with other charities,
associations, voluntary organizations which have similar goals
and purposes to achieve ISOST goals and purposes.
Section 3.
Meetings. The Board of Directors shall have a regular meeting
immediately following the Annual Meeting of ISOST and at least
one (1) other meeting at such other times during each calendar
year as the Board shall determine. The Board also shall meet upon
the call of the Chairman at such times as the Chairman designates
and may also be called to meet upon the demand of a majority of
the members of the Board of Directors. Notice of all meetings
of the Board of Directors and proposed agenda thereof shall be
sent by mail or electronic mail to each member of the Board at
the last recorded address of such member at least ten (10) days
in advance of the meeting. The Board of Directors shall prescribe
procedures for the inclusion of any items of business on the agenda
of any meeting of ISOST.
Section 4.
Attendance at Meetings. Attendance at any meeting of the Board
of Directors or of any committee of the Board of Directors, shall
be by such internet mechanism as the Chairman shall select, such
as video or teleconferencing or internet products such as NetMeeting
or IRC or other communication equipment by which all persons participating
in such meeting can communicate with each other. Participation
in such a meeting in such manner shall constitute attendance at
such meeting by the person or persons so participating. A majority
of the Board elected and in office shall constitute a quorum at
any meeting of the Board. Any less number may adjourn the meeting,
from time to time, until a quorum is present.
Section 5.
Compensation. Directors shall not receive any stated compensation
for their services as Directors, but the Board may, by resolution,
authorize reimbursement of expenses incurred in the performance
of their duties. Such authorization may prescribe procedures for
approval and of payment for such expenses by designated officers
of ISOST. Nothing in these By-Laws shall preclude a Director from
serving in any other capacity with respect to ISOST and receiving
compensation for such services.
Section 6.
Resignation or Removal. Any Director may resign at any time by
giving written notice to the President of ISOST, who shall immediately
notify the Board of Directors. Such resignation shall take place
effective at the time specified therein or if no time is specified,
then at the time of acceptance of the resignation as determined
by the President. Any Director may be removed for cause by an
affirmative vote of two thirds of the Members at any regular or
special meeting of the Members at which a quorum is present and
written notice stating that one purpose of the meeting is to vote
on the removal of the named Directors.
Section 7.
Vacancies. Any vacancies occurring on the Board of Directors by
reason of death, resignation, or otherwise, shall be filled by
a vote of the majority of the remaining Directors for the unexpired
term.
Section 8.
Informal Action by Directors. Any action required to be taken
at a meeting of the Board of Directors or any action which may
be taken at a meeting of the Directors may be taken without a
meeting if a consent in writing, setting forth the actions so
taken, shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof.
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ARTICLE VII
OFFICERS
Section 1.
Elected and Appointed Officers. The elected officers of ISOST
shall be a President, a Secretary and a Treasurer, each of whom
must be a separate individual and a member of the Board of Directors.
These officers shall be elected at the annual meeting of the Board
of Directors by majority vote of the Directors.
Section 2.
Election and Term of Office. The elected officers of ISOST shall
be elected annually for one (1) year terms by the Board of Directors
at the first meeting of the Board of Directors held after each
Annual Meeting of ISOST. Vacancies may be filled or new offices
filled at any meeting of the Board of Directors. Each officer
shall hold office until the successor shall have been duly elected
or appointed and shall have qualified or until the death or the
resignation or removal of the Director in the manner hereinafter
provided. No elected officer may be reelected to serve more than
two (2) consecutive one (1) year terms in the same office.
Section 3.
President. The President shall be the Chief Executive officer
of ISOST, shall preside at all meetings of ISOST and of the Board
of Directors and be a member, ex-officio, if not otherwise, of
all committees, if any, established by the Board of Directors.
The President shall also, at the Annual Meeting of ISOST and at
such other times as the President may deem proper, communicate
to the Members or to the Board of Directors information regarding
such meetings and make such suggestions as may in the President's
opinion tend to promote the welfare and increase the usefulness
of ISOST, and shall perform such other duties as are necessarily
incident to the office of the President or as may be prescribed
by the Board of Directors.
Section 4.
Treasurer. The Treasurer shall keep an account of all monies received
and expended for the use of ISOST and shall make disbursements
authorized by the Board of Directors and approved by the President
and such other officers as the Board may prescribe. The Treasurer
shall deposit all monies received in the Bank or Banks approved
by the Board of Directors in an account in the name of ISOST and
shall make a report at the Annual Meeting of the membership of
ISOST and the annual meeting of the Board of the Directors and
at such other times as called upon to do so by the President.
Funds may be withdrawn upon the signature of the Treasurer or
any other person designated by the Board of Directors. The duties
of the Treasurer, under authority of the Board of Directors, may
be assigned in whole and part to an Assistant Treasurer or to
the Secretary. Funds, books and vouchers in the possession of
the Treasurer, with the exception of the confidential reports
submitted by members, at all times shall be subject to verification
and inspection by the Board of Directors.
Section 5.
Secretary. The Secretary shall keep the minutes of all meetings
of the members and of the Board of Directors in one or more books
provided for that purpose and attest to the authenticity of any
such minutes or resolutions of the Board when asked to do so by
third parties; cause all notices required by the By--Laws to be
given in accordance with the provisions of these By-Laws or as
required by law; be custodian of the corporate records and seal
of ISOST; keep a register of the post office and electronic mail
addresses of each member of ISOST and the classification of membership;
sign, with the President, contracts or any other written actions
by the Corporation which have been authorized by resolution of
the Board of Directors; and in general, perform all duties incident
to the office of Secretary and all other duties as from time to
time may be assigned by the Board of Directors or the President.
Section 6.
Assistant Treasurers and Assistant Secretaries. The Board may,
from time to time, appoint Assistant Treasurers and Assistant
Secretaries. Such Assistant Treasurers and Assistant Secretaries,
may, in general, perform the duties of the Treasurer and the Secretary
in the absence of such officers and shall have such additional
duties as the Board of Directors may assign from time to time.
Section 7.
Salaries. Officers shall not receive any stated compensation for
their services as officers, but the Board may, by resolution,
authorize reimbursement of expenses incurred in the performance
of their duties. Such authorization may prescribe procedures for
approval and of payment for such expenses by designated officers
of ISOST. Nothing in these By-Laws shall preclude an officer from
serving in any other capacity and receiving compensation for such
services.
Section 8.
Removal. Any officer may be removed by the vote of two-thirds
(2/3) of the Board of Directors whenever, in its judgment, the
best interests of ISOST would be served thereby. Upon removal,
the officer so removed shall cease to be an officer of the Corporation
but such removal shall be without prejudice to such officer's
membership in ISOST or contract rights if any. The election or
appointment of an officer or agent shall not, of itself, create
in that officer or agent any contract rights.
Section 9.
Vacancies. A vacancy in any office due to death, resignation,
removal, disqualification or otherwise, shall be filled by the
Board of Directors at its next Regular Meeting or in a Special
Meeting called for the purpose.
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ARTICLE VIII
CONFLICTS
OF INTEREST POLICY
Section 1.
Purpose. The purpose of the conflicts of interest policy set forth
below is to protect ISOST's interest when it is contemplating
entering into a transaction or arrangement that might benefit
the private interest of an officer or Director of ISOST. This
policy is intended to supplement but not replace any applicable
laws governing conflicts of interest applicable to nonprofit and
charitable corporations.
Section 2.
Definitions.
A. Interested
Person. Any Director, officer, or member of a committee with board-delegated
powers who has a direct or indirect Financial Interest, as defined
below, is an Interested Person.
B. Financial
Interest. A person has a Financial Interest if the person has,
directly or indirectly, through business, investment or family:
(a) An ownership
or investment interest in any entity with which ISOST has a transaction
or arrangement; or
(b) a compensation
arrangement with ISOST or with any entity or individual with which
ISOST has a transaction or arrangement; or
(c) a potential
ownership or investment interest in, or compensation arrangement
with, any entity or individual with which ISOST is negotiating
a transaction or arrangement.
Section 3.
Procedures.
A. Duty to
Disclose. In connection with any actual or possible conflicts
of interest, an Interested Person must disclose the existence
and nature of such individual's Financial Interest to the Board
of Directors considering the proposed transaction or arrangement.
B. Determining
Whether a Conflict of Interest Exists. After disclosure of the
Financial Interest, the Interested Person shall leave the board
meeting while the Financial Interest is discussed and voted upon.
The remaining board members shall decide if a conflict of interest
exists.
C. Procedures
for Addressing the Conflict of Interest.
(a) The Chairman
of the Board of Directors shall, if appropriate, appoint a disinterested
person or committee to investigate alternatives to the proposed
transaction or arrangement.
(b) After
exercising due diligence, the Board of Directors shall determine
whether ISOST can obtain a more advantageous transaction or arrangement
with reasonable efforts from a person or entity that would not
give rise to a conflict of interest.
(c) If a
more advantageous transaction or arrangement is not reasonably
attainable under circumstances that would not give rise to a conflict
of interest, the Board of Directors shall determine by a majority
vote of the disinterested Directors whether the transaction or
arrangement is in ISOST’s best interest and for its own
benefit and whether the transaction is fair and reasonable to
ISOST and shall make its decision as to whether to enter into
the transaction or arrangement in conformity with such determination.
D. Violations
of the Conflicts of Interests Policy.
(a) If the
Board of Directors has reasonable cause to believe that an individual
has failed to disclose actual or possible conflicts of interest,
it shall inform the individual of the basis for such belief and
afford the individual an opportunity to explain the alleged failure
to disclose.
(b) If, after
hearing the response of the individual and making such further
investigation as may be warranted in the circumstances, the Board
of Directors determines that the individual has in fact failed
to disclose an actual or possible conflict of interest, it shall
take appropriate disciplinary and corrective action consisting
of removal of the officer, Director or committee member from such
individual's position.
Section 4.
Records of Procedures. The minutes of the Board of Directors shall
contain:
A. The names
of the persons who disclosed or otherwise were found to have a
Financial Interest in connection with an actual or possible conflict
of interest, the nature of the Financial Interest, any action
taken to determine whether a conflict of interest was present,
and the Board's decision as to whether a conflict of interest
in fact existed.
B. The names
of the persons who were present for discussions and votes relating
to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement,
and a record of any votes taken in connection therewith.
Section 5.
Annual Statements. Each Director, officer and member of a committee
with board-delegated powers shall annually sign a statement which
affirms that such person:
A. Has received
a copy of the conflicts of interest policy;
B. Has read
and understands the policy;
C. Has agreed
to comply with the policy; and
D. Understands
that ISOST is a charitable organization and that in order to maintain
its federal tax exemption it must engage primarily in activities
which accomplish one or more of its tax-exempt purposes.
Section 6.
Periodic Reviews. To ensure that ISOST operates in a manner consistent
with its charitable purposes and that it does not engage in activities
that could jeopardize its status as an organization exempt from
federal income tax, periodic reviews shall be conducted. The periodic
reviews shall, at a minimum, include the following subject:
A. Whether
compensation arrangements and benefits are reasonable and are
the result of arm's-length bargaining.
B. Whether
any activities result in inurement or impermissible private benefits.
Section 7.
Use of Outside Experts. In conducting the periodic reviews provided
for in Section 6, ISOST may, but need not, use outside advisors.
If outside experts are used their use shall not relieve the board
of its responsibility for ensuring that periodic reviews are conducted.
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ARTICLE IX
FISCAL
The fiscal
year of ISOST shall be from January 1 to December 31 of each year,
or as determined by the Board of Directors.
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ARTICLE X
MISCELLANEOUS
Section 1.
Identification. ISOST shall have such a seal, trademarks or logos
of such design(s) as the Board of Directors may adopt and which
may be used by Regular and Associate Members of ISOST in such
manner as may be approved by the Board of Directors. Any use of
any ISOST identification deemed by the Board of Directors to cause
confusion or deception in the marketplace is strictly prohibited.
Section 2.
Limitations on Liabilities. Nothing in these By-Laws shall constitute
members of ISOST as partners for any purpose. No member, officer,
agent or employee of ISOST shall be liable for the acts or failure
to act on the part of any other member, officer, agent or employee
of ISOST, nor shall any member officer, agent or employee be liable
for acts or failure to act under these By-Laws, excepting only
acts or omissions to act arising out of willful malfeasance.
Section 3.
Indemnification. To the extent required in Section 108.75 of the
Illinois Not For Profit Corporation Act of 1986, as amended, ISOST
shall indemnify and hold harmless each person who is now or shall
thereafter serve ISOST as a Director, officer, committee chairman
or committee member, from and against any and all claims and liabilities,
whether the same are sealed or proceed to judgment, to which such
person shall have become subject by reason of having heretofore
or hereafter been such Director, officer, committee chairman or
committee member or by reason of any action alleged to have been
heretofore or hereafter taken or omitted by such Director, officer,
committee chairman or committee member and shall reimburse each
such person for all legal and other expenses (including the costs
of settlement) reasonably incurred by the individual in connection
with any such claim, liability, suit, action or proceeding, provided,
however, that no such person shall be indemnified against, or
be reimbursed for, any claims, liabilities, costs of expenses
incurred in connection with any claim or liability, or threat
or prospect thereof, based upon or arising out of their own willful
misconduct. The right to indemnity and reimbursement hereunder
and the reasonableness of such costs and expenses may be made,
and shall be decided by the Board of Directors of ISOST acting
at a meeting at which a quorum is unaffected by self-interest
(notwithstanding that other members of the quorum present but
not voting may be so affected). The rights accruing to any person
under the provisions of this paragraph shall not exclude any other
right to which the individual may be lawfully entitled, nor shall
anything herein contained restrict the right of ISOST to indemnify
or reimburse any such person in any case even though not specifically
provided for herein. ISOST shall be entitled to purchase insurance
for such indemnification.
Section 4.
Waiver of Notice. Whenever any notice whatsoever is required to
be given, 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 the giving of such
notice.
Section 5.
Registered Office and Agent. ISOST shall have and continuously
maintain in the State of Illinois a registered office and a registered
agent whose office shall be identical with such registered office,
and may have such other offices within or without the State of
Illinois and such other registered agents as the Board of Directors
may determine from time to time.
Section 6.
Books and Records. The Secretary of ISOST shall keep correct and
complete books and records of accounts and shall also keep minutes
of the proceedings of all meetings of the Membership, Board of
Directors and committees.
Section 7.
Definition of Majority. Except as otherwise specified herein,
the term "majority" shall refer to fifty-one (51%) percent.
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ARTICLE XI
AMENDMENTS
Prior to
the first Annual Meeting of the Members, these By-Laws may be
made, amended or repealed by an affirmative vote of two thirds
of the Board of Directors at a regular or special meeting. At
or after the first Annual Meeting of the Members, these By-Laws
may be made, amended or repealed by an affirmative vote of two
thirds of the Members at an Annual Meeting. Amendments to these
By-Laws may be proposed by any Regular Member or by any Director
prior to any regular scheduled meeting of the membership or the
Board of Directors by written notification of such proposed amendment
delivered to the Secretary at least thirty (30) days prior to
such meeting. The notice of the meeting at which the creation,
amendment or repeal of the By-Laws will be considered must contain
notice of such creation, amendment or repeal and set out the terms
of the proposed alteration. Notwithstanding the foregoing, such
alterations to these By-Laws may be proposed from the floor by
any Member at any meeting of the Membership or by any Director
at any meeting of the Board of Directors and such amendment may
be voted upon at such meeting provided such meeting is held pursuant
to required notice or such notice has been waived in writing.
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SECRETARY
CERTIFICATE
The undersigned
hereby certifies that such individual is the Secretary of ISOST,
and keeper of its records and that the above
By-laws were adopted by the Board of Directors of ISOST as of
________________, 1998.
