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MSTS Bylaws
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. Registered Office. The registered office of this
corporation, located in Minnesota, shall be that as set forth in the
Articles of Incorporation, or in the most recent amendment of the
Articles of Incorporation, or in the most recent statement filed with
the Secretary of State of Minnesota changing the registered office.
Section 1.02. Other Offices. This corporation may have such other
offices, within or without the State of Minnesota, as the Executive
Committee may from time to time determine.
Section 1.03. Corporate Seal. This Corporation shall have no corporate
seal.
ARTICLE II
MEMBERS
Section 2.01 Classes of Membership. The membership shall consist of
five classes: Members, Associate Members, Affiliate Members, Emeritus
Members, and Candidate Members.
Section 2.02. Rights of Members and Associate Members. Duly elected
Members and Associate Members shall have all rights and privileges with
regard to participation in the educational, programmatic, study
activities, and other work of the MSTS and voting during the business
meetings of the MSTS.
Section 2.03 Rights of Affiliate Members, Candidate Members and Emeritus
Members. Duly elected Affiliate Members, Candidate Members, and Emeritus
Members shall have all rights and privileges with regard to attendance
at the meetings, participation in the educational, programmatic study
activities, and other work of the MSTS. Affiliate Members, Emeritus
Members, and Candidate Members shall not have the right to vote or hold
office.
Section 2.04 Member. A physician shall be eligible to apply for
membership as a Member if he or she holds a degree of Doctor of
Medicine, or equivalent, maintains a valid and unrestricted license to
practice medicine in the United States, Canada or the country in which
the practice of medicine is regularly conducted; is actively engaged in
the surgical care of musculoskeletal tumors who has shown a commitment
to the field; is an author of two or more tumor-related papers in a
refereed journal (not a case report); is ABOS or Canadian FRSC certified
or equivalent and is a member of AAOS or Canadian Orthopedic Association
or equivalent and has completed an MSTS-recognized orthopaedic oncology
fellowship or has been in a musculoskeletal tumor related practice for
five years; has been invited and formally recommended by a Member,
Associate Member, or Affiliate Member of good standing in the MSTS and
supported by letters of recommendation from an additional two Members,
Associate Members, or Affiliate Members who are knowledgeable of the
candidate; has completed a formal MSTS application and included a list
of tumor-related surgical cases in the preceding 12 months to document
the degree of practice involvement with musculoskeletal tumors;
maintains a good reputation and standing within his or her community and
is high of ethical character and professional repute.
Section 2.05. Associate Member. A physician shall be eligible to apply
for membership as an Associate Member if he or she holds a degree of
Doctor of Medicine or equivalent, maintains a valid unrestricted license
to practice medicine outside North America, who lives outside North
America, and who otherwise qualifies under Section 2.04 above, but
because of distance to annual meetings would be unable to attend
regularly.
Section 2.06. Affiliate Member. A physician shall be eligible to apply
for membership as an Affiliate Member if he or she holds a degree of
Doctor of Medicine, or equivalent, maintains a valid and unrestricted
license to practice medicine in North America, is Board certified in his
or her specialty, is involved in the diagnosis and treatment of bone or
soft tissue tumors, maintains a good reputation and standing within his
or her community and is of high ethical character and professional
repute. Specifically, Affiliate Membership is limited to the following
six areas of specialties of medicine: 1) Surgery; 2) Medical Oncology;
3) Pediatric Oncology; 4) Radiation Oncology; 5) Radiology; and 6)
Pathology.
Section 2.06.5 Emeritus Member. A physician shall be eligible to become
an Emeritus Member if he or she has been a member of the Musculoskeletal
Tumor Society in the past. The Member may request this status if he is
not actively practicing clinical medicine. Emeritus Members are not
required to pay dues.
Section 2.06.55 Candidate Member. A physician shall be eligible to apply
for membership as a Candidate Member if he or she holds a degree of
Doctor of Medicine, or equivalent, maintains a valid and unrestricted
license to practice medicine in North America, and is enrolled in or has
completed an MSTS-recognized orthopaedic oncology fellowship. Candidate
Membership shall not extend longer than 7 years.
Section 2.07. Becoming a Member, an Associate Member or Affiliate
Member. (a) The candidate shall file an application; a curriculum vitae;
a formal recommendation by a Member, Associate Member, or Affiliate
Member in good standing in the MSTS, and two letters of recommendation
by two Members, Associate Members or Affiliate Members of the MSTS who
are knowledgeable of the candidate with the Chairperson of the
Membership Committee, or the Secretary-Treasurer on the form prescribed
by the Executive Committee, to be received by the Secretary or
Chairperson of the Membership Committee by December 1, prior to the next
annual meeting. The candidate shall become a Member, Associate Member or
Affiliate Member upon recommendation by majority vote of the Membership
Committee and approval of the recommendation by vote of the majority of
those present at the annual meeting and upon payment of all applicable
dues and assessments for the then-current year. (b) If the Membership
Committee rejects an applicant, the Membership Committee shall send a
notice to the applicant within ten (10) days of rejection. The rejected
applicant shall have thirty (30) days following the date of receipt of
such notice within which to request review by the Executive Committee.
This request shall be by written notice to the Secretary-Treasurer. If
the rejected applicant does not request a hearing within the time and in
the manner required, the applicant shall be deemed to have accepted the
action taken by the Membership Committee. (c) Upon receiving a request
for review, the Membership Committee shall deliver such request to the
Executive Committee, the Executive Committee shall, within thirty (30)
days after receipt of such request, review the candidate's application.
The applicant shall become a Member, Associate Member or Affiliate
Member upon recommendation by a four-fifths (4/5) affirmative vote of
the Executive Committee and approval of the recommendations by vote of
the majority of those present at the annual meeting and upon payment of
all applicable dues and assessments for the then-current year.
Section 2.07.5 Becoming a Candidate Member. Applicant shall submit one
letter of recommendation from his or her MSTS-recognized orthopaedic
oncology Fellowship Director. Applicant shall become a Candidate Member
on approval by the Membership Chair.
Section 2.08. Resignation of Membership. Any member may resign
membership by delivering a letter of resignation to the Chairperson of
the Executive Committee. A Member's, Associate Member's, Affiliate
Member's, or Candidate Member's dues cannot be refunded.
Section 2.09. Termination of Membership. The Executive Committee may
terminate or suspend an individual's membership for the following
reasons: failure by a member to attend three (3) consecutive annual
meetings, provided that a letter from a member to the President of the
MSTS indicating a desire to attend the meeting but inability to do so
will not count as a failure to attend; failure to comply with
requirements and standards for membership contained in the Bylaws of the
MSTS as adopted by the Executive Committee; being in arrears in dues for
more than a period of one-hundred-eighty (180) days after the final due
date for the payment of such dues, as such date is determined by the
Treasurer in accordance with notice and collection procedures adopted by
the Executive Committee; limitations or restriction of any right
associated with the practice of medicine by any State, including the
revocation, suspension or restriction of a medical license or the
voluntary surrender of a license while under investigation; failure or
refusal to cooperate reasonably with an investigation of a disciplinary
matter by the MSTS; participating in communications to the public or
medical personnel or agencies which convey false, deceptive, untrue or
misleading information; conviction of a felony; or other grossly
immoral, dishonorable or unprofessional conduct.
The Membership Committee may make whatever investigation it deems
necessary, and upon showing that probable cause exists that a
disciplinary violation may have occurred, shall invite the Member,
Associate Member, Affiliate Member, or Candidate Member to meet with
representatives of the Committee. The Member, Associate Member,
Affiliate Member, or Candidate Member may provide the Committee whatever
evidence he or she deems proper as to why such disciplinary action
should not be taken. Following such meeting, the Membership Committee
shall formulate its report and recommendation to the Executive
Committee.
Upon receipt of a report of the Membership Committee, which recommends
disciplinary action, the Executive Committee shall schedule
consideration of the matter in a regular meeting. The
Secretary-Treasurer shall notify the Member, Associate Member, Affiliate
Member, or Candidate Member at least thirty (30) days prior to the date
of the meeting at which it will be considered. A copy of the
recommendations and report of the Membership Committee shall be attached
to the notice. The Member, Associate Member, Affiliate Member, or
Candidate Member may appear at the meeting with counsel to respond to
the recommendations of the Membership Committee. Disciplinary action of
a Member, Associate Member, Affiliate Member, or Candidate Member shall
require a four-fifths (4/5) vote of the members of the Executive
Committee. The Secretary-Treasurer shall notify the Member, Associate
Member, Affiliate Member, or Candidate Member within thirty (30) days of
the decision of the Executive Committee. The decision of the Executive
Committee shall be final.
Section 2.10. Annual Membership Meeting. The annual meeting of the
membership shall be held each year, at such time and place as the
Executive Committee may determine two years in advance, for the purpose
of reporting on the activities and financial condition of the MSTS;
electing officers, and for the transaction of such other business as
shall come before the meeting. The President is responsible for conduct
of the meeting, which shall consist of at least three half-day sessions.
The program must allow for discussion equivalent to the length of each
presentation. A Business Meeting chaired by the President shall also be
held at each annual meeting. Each Member, Associate Member, Affiliate
Member, or Candidate Member may invite an accompanying guest to the
annual meeting who may be from any musculoskeletal tumor-related
discipline. The Secretary-Treasurer shall maintain an attendance record
for the MSTS Members. At the annual meeting, Robert's Rules of Order
shall be utilized, unless otherwise agreed on by majority vote of the
membership present.
Section 2.12. Special Meetings. Special meetings of the membership shall
be held whenever called by the President, or if at least 50 of the
membership with voting rights or 10 percent (l0%) of the membership with
voting rights, whichever is less, sign, date and deliver to the
President or the Secretary-Treasurer one or more written demands for the
meeting describing the purposes for which it is to be held. Within
thirty (30) days after receipt of a demand for a special meeting from
the membership, the Executive Committee shall cause a special meeting to
be called and held on notice no later than ninety (90) days after
receipt of the demand at the expense of the corporation. If the
Executive Committee fails to cause a special meeting to be called and
held as required by this Section 2.12, a member making the demand may
call the meeting by giving notice under Section 2.13.
Section 2.13. Notice of Membership Meetings. The Secretary-Treasurer
shall deliver by mail, personally, or by telephone or facsimile
transmission, a notice of each annual or special meeting, with the time
and place where it is to be held (and, in the case of a special meeting
the purpose of the special meeting), to each member of record, at his or
her address as it appears on the membership records of the corporation,
or, if no such address appears, at his or her last known place of
business, at least five (5) days but not more than thirty (30) days
prior to such meeting.
Section 2.14. Quorum. As otherwise provided by statute or by these
Bylaws, one-half (l/2) of the total number of the membership shall be
required to constitute a quorum for the transaction of business at any
meeting, and the act of a majority of the membership present at any
duly-held meeting at which a quorum is present shall be the act of
membership. In the absence of a quorum, a majority of the membership
present may adjourn a meeting from time to time until a quorum is
present. Notice of any adjourned meeting need not be given; other than
by announcement at the meeting at which adjournment is taken. If a
quorum is present when a duly-called or -held meeting is convened, the
membership present may continue to transact business until adjournment
even though the withdrawal of the membership originally present leaves
less than the number otherwise required for a quorum.
Section 2.15. Proxy Voting. Proxy voting shall not be permitted.
Section 2.16. Procedure. At all regular and special meetings of the MSTS
Roberts' Rules of Order will be utilized unless otherwise agreed upon by
a majority vote of the membership present.
Section 2.17. Acts of the Members. Unless otherwise provided in the
Articles of Incorporation or Bylaws, the membership may take action at a
meeting by voice, by unanimous action without a meeting, by written
ballot or by electronic communication as set forth below: (a) Unanimous
action with a meeting. An action required or permitted to be taken at a
meeting of the membership may be taken without a meeting by written
action signed by all off the membership entitled to vote on that action.
The written action is effective when it has been signed by all of the
membership, unless a different effective time is provided in the written
action. (b) Action by written ballot. A written ballot must l) set forth
each proposed action, and 2) provide an opportunity to vote for or
against each proposed action. Solicitations for votes by written ballot
must l) indicate the number of responses needed to meet the quorum
requirements, 2) state the percentage of approvals necessary to approve
each matter other than election of the Executive Committee, and 3)
specify the time by which a ballot must be received by the corporation
in order to be counted. A written ballot may not be revoked. (c) Action
by electronic communication. A conference among the membership by a
means of communication through which the participants may simultaneously
hear each other during the conference is a meeting of the membership, if
the same notice is given of the conference as would be required for a
meeting, and if the number of persons participating in the conference is
a quorum. Participation in a meeting by this means constitutes personal
presence at the meeting.
ARTICLE III
EXECUTIVE COMMITTEE
Section 3.01. General Powers. The property, business, and affairs of
this corporation shall be managed by or under the direction of a board
of directors which shall be named the Executive Committee.
Section 3.02. Number, Qualifications, Term of Office, and Election. The
Executive Committee shall consist of the President, the President-Elect,
the immediate past two Presidents, the Secretary-Treasurer, and the
Chairs of the Membership, Research and Education Committees, as elected
by a majority of the membership at the annual meeting pursuant to
Section 4.02. Each officer shall be a member of the Executive Committee
for the duration of his or her office. Executive Committee members may
succeed themselves if duly elected by the membership. The number of
members of the Executive Committee may be modified by affirmation vote
of a majority of the membership provided that the number of Executive
Committee members shall not be less than three (3).
Section 3.03. Resignation. An Executive Committee member may resign at
any time by giving written notice to the corporation. The resignation of
an executive Committee member is effective upon acceptance when the
notice is given to the corporation, unless a later effective time is
specified in the notice.
Section 3.04. Removal of Executive Committee Members. An Executive
Committee member may be removed only for cause by a resolution approved
by a majority of the Executive Committee.
Section 3.05. Vacancies. Any vacancy in the Executive Committee caused
by death, resignation, removal, an increase in the number of Executive
Committee members, or any other cause, shall be filled by affirmative
vote of a majority of the total number of remaining Executive Committee
members, though less than a quorum, and the term of the Executive
Committee member filling the vacancy shall expire at the end of the term
the Executive Committee member is filling.
Section 3.06. Place of Meetings. The Executive Committee may hold its
meetings at such place or places, within or without the State of
Minnesota, as it may from time to time determine. If the Executive
Committee fails to select a place for a meeting, it shall be held at the
registered office.
Section 3.07. Annual Meeting. The annual meeting of the Executive
Committee shall be held each year at such time and place as the
Executive Committee may determine, for the purpose of electing Executive
Committee members and officers and for the transaction of such other
business as shall come before the meeting. The President shall be
responsible for conduct of the meeting.
Section 3.08. Regular Meetings. Regular meetings of the Executive
Committee shall be held from time to time, at such times and places as
the Executive Committee may determine. At all meetings of the Executive
Committee, Roberts' Rules of Order will be utilized, unless otherwise
agreed upon by a majority vote of the Executive Committee members
present.
Section 3.09. Special Meetings; Notice. Special meetings of the
Executive Committee shall be held whenever called by the President or by
any one of the Executive Committee members. Notice of a special meeting
shall be mailed to each Executive Committee member addressed to the
Executive Committee member at his or her residence or usual place of
business, at least five (5) days before the day on which the meeting is
to be held, or delivered personally or by telephone or facsimile
transmission, not later than two (2) days before the day on which the
meeting is to be held. The notice shall state the time and place of the
meeting but need not state the purposes thereof. Any Executive Committee
member who participates in such meeting will be deemed to have waived
notice to such meeting.
Section 3.10. Quorum. Except as otherwise provided by statute or by
these Bylaws, one-half (l/2) of the total number of Executive Committee
members shall be required to constitute a quorum for the transaction of
business at any meeting, and the action of a majority of the Executive
Committee members present at any duly-held meeting at which a quorum is
present shall be the act of the Executive Committee. In the absence of a
quorum, a majority of the Executive Committee members present may
adjourn a meeting from time to time until a quorum is present. Notice of
any adjourned meeting need not be given, other than by announcement at
the meeting at which adjournment is taken. If a quorum is present when a
duly-called or -held meeting is convened, the Executive Committee
members present may continue to transact business until adjournment,
even though the withdrawal of the Executive Committee members originally
present leaves less than the number otherwise required for a quorum.
Section 3.11. Proxy Voting. Proxy voting shall not be permitted.
Section 3.12. Procedure. At all regular and special meetings of the MSTS,
Roberts' Rules of Order will be utilized, unless otherwise agreed upon
by a majority vote of the membership present.
Section 3.13. Action Without Meeting. Any action that may be taken at a
meeting of the Executive Committee may be taken without a meeting when
authorized in a written document signed by all of the members. The
written action is effective when it has been signed by all of the
Executive Committee
members, unless a different effective time is provided in the written
action.
Section 3.14. Conflicts of Interest. Except as permitted by law, with
respect to any contract or other transaction between this corporation
and any Executive Committee member (or an organization in which an
Executive Committee member is a member of the Executive Committee,
officer or legal representative or has a material financial interest)
the material fact as to such contract or transaction and as to the
Executive Committee member's interest must be fully disclosed or known
to the Executive Committee prior to approval of such contract or
transaction, and the interested Executive Committee member may not be
counted in determining the presence of a quorum and may not vote. This
Section 3.14 shall not apply to the approval of compensation for an
Executive Committee member's personal services to the corporation as
Executive Committee member, officer, employee, or agent.
Section 3.15. Action by Electronic Communication. A conference among
Executive Committee members by a means of communication through which
the Executive Committee members may simultaneously hear each other
during the conference is an Executive Committee meeting, if the same
notice is given of the conference as would be required for a meetings
and if the number of Executive Committee members participating in the
conference is a quorum. Participation in a meeting by this means
constitutes personal presence at the meeting. ARTICLE IV
OFFICERS
Section 4.01. Number and Qualifications. The officers of this
corporation shall be a President, a President-Elect, a
Secretary-Treasurer, and such other offices as may be designated by the
Executive Committee. Any number of offices may be held by the same
person. Officers shall be natural persons.
Section 4.02. Election and Term of Office. Officers shall be elected by
a majority of the membership present at the annual meeting. Except in
the case of officers appointed in accordance with the provisions of
Section 4.10, each shall hold office until the next election of
officers, and until a successor is elected and qualified, or until
earlier death, resignation, or removal of the officer. The President and
the Secretary-Treasurer shall hold office for a period of one (1) year.
Officers may succeed themselves if they are duly elected by the
membership.
Section 4.03. Resignations. Except as otherwise provided in an
employment contract, an officer may resign by giving written notice to
the corporation. The resignation is effective upon acceptance when the
notice is given to the corporation, unless a later effective date is
named in the notice.
Section 4.04. Removal. An officer may be removed only for cause by a
resolution approved by a majority of the Executive Committee.
Section 4.05. Vacancies. A vacancy in an office because of death,
resignation, removal of any other cause shall be filled for the
unexpired part of the term in the manner prescribed in these Bylaws for
election to
such office.
Section 4.06. President. The President shall 1) have general active
management of the business of the corporation, 2) when present, preside
at meetings of the Executive Committee, 3) see that orders and
resolutions of the Executive Committee are carried into effect, 4) sign
and deliver in the name of the corporation deeds, mortgages, bonds,
contracts, or other instruments pertaining to the business of the
corporation, except in cases in which the authority to sign and deliver
is required by law to be exercised by another person or is expressly
delegated by the Articles of Incorporation or Bylaws or by the Executive
Committee to another officer or agent of the corporation, and 5) perform
such other duties as may from time to time be prescribed by the
Executive Committee.
Section 4.07. President-Elect. In the absence of the President, or in
the event of his/her inability or refusal to act, the President-Elect
shall perform the duties of the President, and when so acting, shall
have all of the powers of and be subject to all of the restrictions upon
the President. The President-Elect shall perform such other duties as
shall from time to time be assigned by the Executive Committee.
Section 4.08. Vice-President. At the discretion of the Executive
Committee, the membership may elect one or more Vice- Presidents. Any
Vice-President shall perform such other duties as shall from time to
time be assigned by the Executive Committee.
Section 4.09. Secretary-Treasurer. As Secretary, the Secretary-Treasurer
shall 1) insure maintenance of records and, when necessary, certify
proceedings of the Executive Committee, 2) when directed to do so, give
proper notice of meetings of the Executive Committee, and 3) forward all
completed applications for membership to the Membership Committee for
review, and 4) perform such other duties as may from time to time be
prescribed by the Executive Committee or by the President.
As Treasurer, the Secretary-Treasurer is responsible for ensuring that
1) accurate financial records for the corporation are kept, 2) money,
drafts, and checks in the names of and to the credit of the corporation
are deposited in the banks and depositories designated by the Executive
Committee, 3) notes, checks, and drafts received by the corporation are
endorsed for deposit as ordered by the Executive Committee, proper
vouchers are made for the corporation as ordered by the Executive
Committee, and proper vouchers for the deposit are made, 4) corporate
funds are disbursed and checks and drafts are issued in the name of the
corporation, 5) upon request, the President and the Executive Committee
are provided with an account of transactions by the Treasurer and the
financial condition of the corporation, and 6) such other duties are
performed as may from time to time be prescribed by the Executive
Committee or by the President.
Section 4.10. Other Offices. This corporation may have such other
officers and agents as the Executive Committee considers necessary for
the operation and management of the corporation, each of whom shall have
the powers, rights, duties, responsibilities, and terms in office as may
be determined by resolution of the Executive Committee.
Section 4.11. Delegation. Unless prohibited by a resolution adopted by
the Executive Committee, an officer may without the approval of the
Executive Committee, delegate some or all of the duties and powers of an
office to other persons.
ARTICLE V
COMMITTEES
Section 5.01. Committees. The Executive Committee may also act by and
through such committees as may be specified in resolutions approved by a
majority of the total number of Executive Committee members. Committees
are subject at all times to the direction and control of the Executive
Committee. There shall be a Membership Committee, Education Committee
and a Research Committee.
Section 5.02. Membership Committee. A Membership Committee Consisting of
four Members or Associate Members shall be elected, with each Member or
Associate Member serving on the Membership Committee for four years. The
terms of the first Members or Associate Members will be staggered so as
to have new Members or Associate Members elected at the annual meeting.
The most senior Member or Associate Member will serve as Chairperson.
Reports of the Membership Committee will be given at the annual meeting.
The Membership Committee shall be responsible for the selection of those
applicants to be recommended to the membership. In addition, the
Membership Committee shall, upon the request of the President, make
appropriate inquiry into any complaints or charges concerning Members or
Associate Members and make recommendations as indicated in these Bylaws.
The Secretary-Treasurer of MSTS or the Chairperson of the Membership
Committee shall forward all completed applications for membership to the
Membership Committee for review. The Membership Committee shall conduct
whatever investigation, personal interviews, or inquiries it deems
necessary to determine the qualifications of an applicant prior to the
annual meeting, The Membership Committee shall present those applicants
with completed applications and make appropriate recommendations to the
membership at the annual meeting.
Section 5.03. Education Committee. The Education Committee shall consist
of a maximum of eight (8) members, including the chair, recruited from
the membership. The chair shall be appointed by the Executive Committee.
The Education Committee shall organize the program for the Specialty
Society Day and other educational activities of the society.
Section 5.04. Research Committee. The Research Committee shall consist
of a maximum of eight (8) members, including the chair, recruited from
the membership. The chair shall be appointed by the Executive Committee.
The Research Committee shall be in charge of soliciting and evaluating
research projects.
Section 5.05. Nominating Committee. The Nominating Committee shall
consist of the Past President and two (2) Members selected by the
general membership. The Nominating Committee shall nominate Members for
the offices of President-Elect and Secretary-Treasurer prior to the
annual meeting and, at the request of the Executive Committee, shall
nominate Members for the office of Vice-President.
Section 5.06. Procedures. Sections 3.06 through 3.15 (excluding Section
3.07) apply to committees and members of committees to the same extent
as those sections apply to the Executive Committee. Each committee shall
prepare minutes of its meetings and shall furnish such minutes to the
Executive Committee and to members of the committee.
ARTICLE VI
BOOKS OF RECORD
The corporation shall keep at its registered office, principal place
of business or such other location as authorized by the Executive
Committee, correct and complete copies of: l) its Articles of
Incorporation and Bylaws, 2) accounting records, 3) minutes of meetings
of the Executive Committee and of committees having any of the authority
of the Executive Committee and 4) the name of each Member, Associate
Member, Affiliate Member, Candidate Member and Emeritus Member of record
and his or her current address.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify persons to the extent required by the
Minnesota Nonprofit Corporation Act, and shall have the power otherwise
to indemnify persons for such expenses and liabilities, in such manner,
under such circumstances, and to such extent as permitted by applicable
law.
ARTICLE VIII
AMENDMENTS
Amendments to these Bylaws must be approved by two-thirds (2/3) of
the membership either by mail vote or at the annual meeting. The
Articles of Incorporation may be amended by the Executive Committee upon
receiving a four-fifths (4/5) vote of the Executive Committee members
entitled to vote on the proposed amendments.
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