Bylaws

Bylaws

Bylaws of the Society of Genitourinary Reconstructive Surgeons

ARTICLE I

MISSION

The Society of Genitourinary Reconstructive Surgeons (the "Society") is organized exclusively for charitable, scientific, educational and literary purposes, and it is intended that the Society qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (the "Code"). Without limiting the generality of the foregoing, among the principal purposes of the Society shall be to encourage the study of, promote research in, improve the practice of, elevate the standards of, and otherwise advance genitourinary reconstructive surgery.

These purposes may be accomplished by:

  1. Provision of an interdisciplinary forum which will meet at least yearly for the exchange of ideas, presentation of papers, and discussion of principles and techniques of genitourinary reconstructive surgery.
  2. Encouragement of contributions pertaining to genitourinary reconstructive surgery to the medical and scientific literature.
  3. Such other mechanisms as the Board of Directors (the "Directors") may from time to time determine which are within the parameters required by law for the Society to become and remain qualified as a tax exempt entity under Section 501(c) (3) of the Code, or corresponding provisions of any subsequent federal law and which is not inconsistent with the Articles of Incorporation, these Bylaws or applicable law.

ARTICLE II

MEMBERSHIP

Section 1: Membership Generally

The Society shall have members, the classes of which are designated below. The Society may issue certificates evidencing such membership. Membership shall not be transferable.

The Society shall have the following classes of membership: Active, Senior, Honorary, and Inactive. The rights and qualifications of the members of each class shall be as set out herein.

Section 2: Election of Members

All applications will be presented by the Secretary-Treasurer for approval by a two-thirds majority vote of the Directors or its designated committee and be affirmed by a majority vote of members present at the Annual Meeting of Active Members each year or at a special meeting called for that purpose.

Section 3: Active Membership

  1. The Active Membership shall be composed of surgeons or others who in the opinion of the Directors or its designated committee have a significant interest in the field of genitourinary reconstructive surgery.
  2. Criteria for admission of surgeons to Active Membership shall be demonstration of a significant interest in and commitment to genitourinary reconstructive surgery, which can be accomplished in one of two ways:
    1. Surgeons who are certified by an ABMS-approved board or its foreign equivalent shall submit a Membership Application, $100 application fee, a curriculum vitae, 1-year surgical case log of genitourinary reconstructive surgery, and 1 letter of recommendation from an active member of the Society. If the Applicant has completed a fellowship under a member of the Society then proof of completion may be substituted for the letter of recommendation. If the Applicant is an active fellow under a member of the Society then a 6-month surgical case log may be substituted for the 1-year surgical case log and proof of enrollment in the fellowship may be substituted for the letter of recommendation.
    2. Applicants who are not surgeons or who are surgeons but cannot meet the case log requirement may instead submit a Membership Application, $100 application fee, a curriculum vitae, a personal statement of their interest in genitourinary reconstructive surgery and membership in the Society, and 1 letter of recommendation from an active member of the Society.
  3. Only Active Members may vote on matters presented at the Annual Meeting of Members of the Society.
  4. To the extent not inconsistent with these Bylaws, the Directors or its designated committee may waive, alter, amend, modify or restate these criteria for membership in whole or part and from time to time, if it determines the same to be in the best interests of the Society.
  5. All Active Members will be assessed yearly membership dues and may attend membership meetings, vote, and hold office or serve on committees of the Society.

Section 4: Senior Membership

  1. Active Members in good standing, who are retired from active practice, are eligible for Senior Membership.
  2. An Active Member in good standing who wishes to be transferred to Senior Membership shall make written application to the Secretary-Treasurer at least sixty (60) days before the Board of Directors annual meeting.
  3. Applications for transfer from Active to Senior Membership shall be accepted if approved by two-thirds majority vote of the Directors or its designated committee.
  4. Senior Members are exempt from payment of dues and assessments. They may attend membership meetings, but may not vote, hold office or serve on committees of the Society.

Section 5: Honorary Membership

  1. Honorary Membership may be conferred upon an individual who, in the estimation of and by majority vote of the Active Members voting at a meeting at which a quorum is present, is worthy of such membership.
  2. Honorary Members are exempt from payment of dues and assessments. They may attend membership meetings, but may not vote, hold office or serve on committees of the Society.

Section 6: Inactive Membership

  1. Active Members who are incapacitated and to whom the payment of dues would be a hardship are eligible for application for Inactive Membership.
  2. An Active Member in good standing who desires to be transferred to Inactive Membership shall make written application to the Secretary-Treasurer at least sixty (60) days before the Annual Meeting of Members.
  3. Application for transfer from Active to Inactive Membership shall be received by the Secretary-Treasurer and approved by two-thirds majority vote of the Directors or its designated committee.
  4. Inactive Members are exempt from payment of dues and assessments. They may attend membership meetings, but may not vote, hold office or serve on committees of the Society.
  5. An Inactive Member who desires reinstatement of Active Membership shall make written application to the Secretary-Treasurer at least sixty (60) days before the Annual Meeting of the Members. Reinstatement requires a two-thirds majority approval of directors or its designated committee.

Section 7: Resignations

  1. A member may resign at any time by delivering notice to the Secretary-Treasurer of the Society. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Notwithstanding the foregoing and unless the Directors determine otherwise, the resignation of a member shall not relieve him from responsibility for paying dues, assessments or other charges which are declared prior to the effective date of the resignation nor shall he/she be relieved from the payment of any existing arrearage by virtue of his resignation.

Section 8: Ethics and Discipline

  1. Except as otherwise provided for in these Bylaws, all disciplinary actions of members shall be by the Directors which may, by two-thirds majority vote of those disinterested directors present, censure, reprimand, suspend, or expel a member. Charges of unprofessional or unethical conduct against any member of the Society may be referred in writing, signed by three (3) Active Members, to the Directors who must act thereon within one (1) year. In the discretion of the Directors, action on any such claims may be referred to the Annual Meeting of Members, with a three-fourths (3/4) affirmative vote of the Active Members voting at an Annual Meeting at which a quorum is present being required for expulsion of any member whose case has been referred to membership at large for disposition.
  2. A member may be disciplined for the following reasons:
    1. Failure to comply with the requirements contained in the Articles of Incorporation or Bylaws of this Society.
    2. Failure to pay dues, assessments and fees after due notification by the Secretary-Treasurer.
    3. Conviction of a felony.
    4. Suspension or revocation of his/her license to practice medicine.
    5. Unauthorized use of the Society's name, logo, or other symbols on stationery, publications, symposia advertisements, printed material, or in any other manner.
    6. Immoral, dishonorable or unprofessional conduct considered prejudicial to the best interest of or inconsistent with the purposes of this Society and its members.
    7. Such other reasons as the Directors may, from time to time, determine.

Section 9: Fees, Dues, and Assessments

  1. Dues, assessments, registration fees and other charges for members shall be determined from time to time by the Directors. Unless the Directors provide otherwise, Active Members are liable for all dues, assessments and registration fees, and Inactive, Senior and Honorary Members are liable only for registration fees. Initially, all applicants for Active Membership are required to pay a non-refundable application fee of $100.00 at the time of their application for membership.

Section 10: Nonpayment

  1. Allegations of failure to pay authorized dues, assessments, fees or other charges may be referred in writing to the Secretary-Treasurer and shall be forwarded to the Directors which must act thereon within one year. The Directors may impose such sanctions (and may impose a reasonable interest charge and the reasonable costs of collection) as is deemed appropriate.

ARTICLE III

MEETINGS OF MEMBERS

Section 1: Place of Meeting. Meetings of the members shall be held at the principal place of business of the Society, unless some other place is stated in the notice of the meeting.

Section 2: Annual Meetings. The Annual Meetings of the Members of the Society shall be held annually on such date as the Directors determine. The time and place of each subsequent Annual Meeting shall, to the extent practicable, be announced at each preceding Annual Meeting.

Section 3: Special Meetings. Special meetings of the members may be called at any time by the President, the Secretary-Treasurer, the Directors, or by members having one-fifth (1/5) of the votes entitled to cast at such meeting.

Section 4: Notice of Meetings. Notice of the date, time and place of every meeting of the members shall be mailed, emailed, or faxed by the Society not less than ten (10) nor more than sixty (60) days previous thereto to each member of record entitled to vote at the meeting as of the record date who shall have furnished a written address, email address, or fax number to the Secretary-Treasurer, except that notice of a members' meeting to act on an amendment to the Articles of Incorporation, a plan of merger, a proposed sale of substantially all of the assets of the Society or a dissolution of the Society shall be given not less than twenty-five (25) nor more than sixty (60) days before the meeting. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the members entitled to vote were present in person or by proxy or if notice is waived by those present, either before or after such meeting. Notice of Annual Meetings need not state the purposes for which the meeting is called, but notice of a special meeting shall state such purposes. Notice may, but is not required, to be given to members not entitled to vote.

Section 5: Quorum. At the initial meeting of members, the presence in person of fifteen (15) Active Members shall constitute a quorum. Thereafter, any number of members together holding at least one-third (1/3) of the votes entitled to be cast who shall be present in person or represented by proxy at any meeting, shall constitute a quorum for the transaction of business. If less than a quorum shall be present or represented by proxy at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the voting members present, without notice other than by announcement at the meeting, until a quorum shall be present in person or by proxy.

Section 6: Voting. Only Active Members are entitled to vote at any meeting of the members. Each member entitled to vote shall have one vote, in person or by proxy. Matters relating to voting for the election of the Directors are discussed under Article IV of these Bylaws.

Section 7: Record Date. The Directors shall determine the record date for identifying the members entitled to vote at and thus entitled to notice of all meetings. A record date shall not be more than seventy (70) days before the meeting. A record date shall be effective for any adjournment of the meeting unless the Directors fix a new record date which it shall do if the adjournment lasts for more than 120 days from the date fixed for the original meeting.

Section 8: Members' List. The Secretary-Treasurer shall have charge of the record of members of the Society and shall make the list available for inspection by members at the Society's registered offices, its principal business office or at another suitable location during regular business hours and shall produce the list at the time and place of all meetings. The list shall include the name and address of all members in alphabetical order, by class.

Section 9: Board of Directors Meeting, Scientific Program, and Annual Membership Meeting. The Secretary-Treasurer shall be responsible for arranging the meeting of the Board of Directors. The President of the Society or his/her designated Program Committee shall be responsible for arranging the Scientific Program and the Annual Membership Meeting, with the Scientific Program being structured to stimulate the spirited interchange of ideas among members. The President of the Society or his/her designated Program Committee shall also be responsible for arranging the Scientific Program to be presented at annual Congress of the Societe Internationale D’Urologie.

Section 10: Order of Business. The order of business at the Annual Meeting shall be:

  1. Reading and approval of the minutes of the previous meeting.
  2. Report of the President.
  3. Report of the Secretary-Treasurer.
  4. Election of Officers.
  5. Election of New Members.
  6. Election of Directors.
  7. Unfinished Business.
  8. New Business.
  9. Scientific Program.
  10. Adjournment.

NOTE: Departure from the order of business set out above shall in no way effect the validity of actions duly taken at that meeting.

Section 11: Meeting Limitations and Procedures. To encourage the spontaneity of discussion, the Society’s annual scientific session is open to all attendees at the Annual Meeting of the American Urological Association. Should registration fees be appropriate at future Society scientific sessions, all members of the Society will be exempt. All other attendees will be assessed the appropriate registration fee.

ARTICLES IV

DIRECTORS

Section 1: General Powers. The business and affairs of the Society shall be managed under the direction of the Directors, and except as otherwise expressly provided by

law or by the Articles of Incorporation or these Bylaws, all of the powers of the Society shall be exercised by or under the authority of said Directors.

Section 2: Number and Qualification. The Directors shall consist of not less than three (3) nor more than twenty-five (25) persons. The Directors may change their number from time to time within this variable range, however, only the voting members may change the range.

Section 3: Quorum and Voting. A majority of the directors actually elected and serving at the time of any given meeting shall constitute a quorum for the transaction of business. A director who is present at a meeting of the Directors or of a committee is deemed to have consented to the action taken unless he/she objects at the beginning of the meeting or promptly upon his/her arrival to holding the meeting or to transacting specified business or unless he/she votes against or abstains from the action taken. Each director shall be entitled to one vote on all matters. Unless these Bylaws provide otherwise, if a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the action of the Directors.

Section 4: Election of Directors.

  1. The Directors shall be elected or appointed by a majority vote of the Directors present at the annual board meeting. The Nominating Committee (or if there be none, the Directors) shall nominate a slate of individuals for director each year. No individual may be named or elected as a director without his/her prior consent. The election of directors may be completed by ballot or voice vote. The President, the Immediate Past President, and the President-Elect will serve for a period of one-year. The Secretary-Treasurer and nine members at-large will serve for a period of three-years. Term of office (either 1 or 3 years) for elected Directors shall start on June 1st and end on May 31st.
  2. Each director shall serve until the expiration of his/her term of office and until the election and qualification of his/her successor or until his/her earlier resignation, death or removal from office. Each director chosen to fill a vacancy or a newly created directorship shall hold office for a term that will coincide with the terms of other directors.
  3. Notwithstanding the foregoing, these Bylaws may be amended by the Directors or members to provide for the election or appointment of additional individuals to serve as ex -officio directors, with the number, term, manner of election, and voting rights, if any, of such ex-officio directors to be set out in these Bylaws, as so amended.

Section 5: Meetings of Directors. Meetings of the Directors shall be held at places and at times fixed by resolution of the Directors, or upon call of the President or Secretary-Treasurer. The Secretary-Treasurer shall give at least twenty-four (24) hours notice by letter,

telephone, email, fax, or in person, of all meetings of the Directors; provided, that notice need not be given of regular meetings held at times and places fixed by resolution of the Directors. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting. Neither the business to be transacted nor the purpose of any regular or special meeting of the Directors need be specified in the notice or waiver of notice of such meeting, except as required in these Bylaws or by applicable law. A director shall be deemed to be present at a meeting if he/she is in audio communication with all other participating directors during the meeting.

Section 6: Action Without Meeting. Action may be taken by the Directors without a meeting if it is taken by all directors and is evidenced by written consents stating the action taken signed by each director either before or after the action taken. The action so taken is effective when the last director signs the consent unless the consent states a different effective date in addition to stating the date of each director's execution.

Section 7: Removal and Vacancies. Any director may be removed by majority vote of the members voting at a meeting at which a quorum is present whether or not for cause. Removal as a director shall also cause the forfeiture of such director's position as an officer, if any. Any vacancy caused by the removal of a director or by a resignation or otherwise may be filled by majority vote of either the members or of the Directors. If the remaining directors in office constitute less than a quorum of the Directors, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office. For the purposes of this provision, directorships available due to the failure to elect directors equal to the maximum number authorized shall be considered as vacancies which may be filled by the Directors.

Section 8: Resignations. A director may resign at any time by delivering written notice to the Directors or to the President or Secretary-Treasurer. The resignation is effective when delivered unless it specifies a later effective date. If a later effective date is specified, the members or Directors may fill that pending vacancy before the effective date so long as it is provided that the successor does not begin to serve until the effective date of his/her predecessor's resignation.

Section 9: Order of Business. The order of business at the meetings of Directors shall be, as far as appropriate, as follows:

  1. Calling of Roll.
  2. Reading and Disposition of any Unapproved Minutes.
  3. Reports of Officers and Committees.
  4. Approval of Budget and Financial Statements.
  5. Nominations for Directors.
  6. Nominations for officers.
  7. Recommendation for Approval of New Members.
  8. Unfinished Business.
  9. New Business.

NOTE: Failure to follow the order of business aforesaid shall in no way effect the validity of actions otherwise duly taken.

ARTICLE V

COMMITTEES

Section 1: Committees Generally. Each Committee shall keep written minutes of its meeting and shall elect a chairman who shall report to the President, Directors and Members.

Section 2: Committees of Directors. The Directors shall have the authority in their discretion to establish, appoint and empower an Executive Committee and other Committees which shall have authority to act for the Directors. All Committees of Directors shall be appointed by majority vote of all of the directors, shall be comprised of at least two directors and shall be governed by the provisions of Section 13.1-869 of the Code of Virginia, as amended.

Section 3: No Director, Officer or Committee shall without the approval of a quorum of Directors:

  1. Approve or recommend to members any action required by law to be submitted to members.
  2. Fill vacancies on the Directors or any of its committees.
  3. Amend the Articles of Incorporation, (iv) adopt, amend or repeal these Bylaws.
  4. Approve a plan of merger or (vi) otherwise take any action required to be taken by the Directors.

Section 4: Operating Committees. The President shall appoint such operating committees as they deem desirable to advise the directors, officers and members of the Society. These operating committees shall not be authorized to act for the Society, except as approved by the Directors or members, and may be comprised of persons who are not directors or officers. The standing committees of the Society shall be as follows:

  1. Membership Committee. The Membership Committee shall consist of three (3) Active Members of the Society in good standing. One member of this Committee shall be appointed annually by the President to serve three (3) years and shall, in his third year, be Chairman of this Committee. The Membership Committee shall evaluate all applications for membership that have been filed with Secretary-Treasurer and shall present its recommendations concerning each candidate to the Directors.
  2. Program Committee. The Program Committee shall be appointed by the President, and will be responsible for arranging the scientific program for the Annual Meetings.
  3. Education Committee. The Education Committee shall consist of six (6) members appointed by the President. The members shall be representative of the respective disciplines of the membership of the Society.
  4. Other Operating Committees. The President with approval of the Directors, shall appoint such other operating committees, special committees or ad hoc committees as he/she shall deem desirable to advise the directors, officers and members of the Society.
  5. All new Committee members will be appointed for a three (3) year term. The Committee will evaluate, formulate and expedite educational opportunities for the Society. Further responsibilities may be delegated by the Directors. An annual report will be presented at the Annual Meeting.

ARTICLE VI

OFFICERS

Section 1: Election. The officers of the Society shall consist of a President, a Secretary-Treasurer and such other officers as may be elected as provided herein. Also, the President-Elect and Immediate Past President shall be considered officers. All officers shall be nominated by the Directors. The President shall hold office for a one (1) year term and until their successor is elected and qualify. The Secretary-Treasurer shall hold office for a three (3) year term and until their successor is elected and qualify. The results of election for officers of the Society shall be determined by votes of the Directors voting in person or by proxy and approval by a majority of Active Members. A majority of all votes cast shall be necessary for election to any office.

Section 2: Removal, Resignations and Vacancies. Any officer of the Society may be summarily removed with or without cause, at any time, by a resolution passed by affirmative vote of a majority of all of the Directors. Resignations are deemed effective when delivered, unless a later effective date is specified in the resignation. The Directors by majority vote may fill any vacancy. In the case of a resignation stating a later effective date, the Directors may fill the pending vacancy with the successor taking office on the effective date.

Section 3: Duties. The officers of the Society shall have the following duties, respectively, as well as such powers and duties as from time to time shall be conferred upon them by the Directors:

  1. The President. The President shall be the chief executive officer of the Society and shall preside at all meetings of the Directors and Executive Committee. He/she shall appoint the membership of the Standing and Ad Hoc operating committees, as provided herein. He/she may call meetings of the Directors or Executive Committee, and he/she shall be an ex-officio director. He/she shall perform all of the duties incident to his/her office and such other duties as may be designated by the Directors.
  2. The President-Elect. The President-Elect shall serve for the President during his absence or incapacity. He/she shall attend all meetings of the Executive Committee and Directors and shall be an ex-officio director. He/she shall perform any duties assigned to him by the President that do not conflict with the Articles of Incorporation and Bylaws.
  3. The Immediate Past President. The Immediate Past President shall attend all meetings of the Executive Committee and Directors. He/she shall serve as a member of the Nominating Committee and as an ex-officio director. He/she shall assist the President in an advisory capacity.
  4. The Secretary-Treasurer.
    1. The Secretary­-Treasurer shall perform such duties as are generally assumed to be characteristic of the office of Secretary. He/she shall receive and give prompt attention to all correspondence and keep accurate records of same. He/she shall record or obtain records of meetings of the Directors, the Members and all committees so he/she may have in his/her possession a record of all activities. He/she shall keep an accurate list of members, applications for membership and of members suspended or expelled. He/she shall notify members of any reprimand, suspension, or expulsion ordered. He/she shall receive all applications for membership and shall bring them, after being reviewed by the Membership Committee, to the attention of the Directors. He/she shall send notices of meetings of the Directors and Members to all persons entitled to such notice in the form and within the time provided for herein, or shall assist the President in sending such notices. He/she shall notify newly elected members of their election, and send to each a copy of the Articles of Incorporation and Bylaws. He/she shall be an ex-officio director and member of all committees, standing and special. He/she shall keep the minute book, membership book and the corporate seal. He/she shall obtain the yearly report of each of the Committees and bring them to the attention of the President. He/she shall prepare forms for application for membership and obtain the approval of the Directors for the form used.
    2. He/she shall perform all functions customary for the office of Treasurer and shall be the custodian of the funds, securities and other properties of the Society. He/she shall keep or cause to be kept a true and accurate account of all financial transactions in the name of the Society. He/she shall keep a journal ledger and alphabetical list showing the dues status of all members. He/she shall send to all members annually bills for the succeeding year's dues, upon which shall be printed those portions or sections of these Bylaws or such resolutions of the Directors or Members as refer to the payment of dues and arrearages and shall send a notice of arrears to each Active Member who has not paid his dues. He/she shall collect all assessments levied on Members. He/she shall prepare a list of Active Members in arrears and present this list to the Directors for action. He/she shall be entitled to receive reimbursement for expenses incurred for clerical work, as determined by the Directors. He/she shall prepare an annual report for the Directors and the Members, and shall prepare or cause the preparation of an annual budget for approval at the Annual Meeting of Directors and of financial statements at other meetings of the Directors.

Section 4: Other Officers. Other officers, including one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, may from time to time be appointed by the Directors or elected by the members, and such officers shall hold office for such term as may be designated by the said Director or members.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 1: Seal. The seal of the Society shall be circular in shape with the name of the Society around the circumference thereof, and the word "GURS" in the center thereof, an impression of which is affixed to these Bylaws.

Section 2: Examination of Books. The Directors shall, subject to the laws of the State of Virginia, have power to determine from time to time whether and to what extent and under what conditions and limitations the accounts and books of the Society, or any of them, shall be open to the inspection of the members or others.

Section 3: Checks, Notes and Drafts. Checks, notes, drafts, and other orders for the payment of money shall be signed by such persons as the Directors from time to time may authorize.

Section 4: Fiscal Year. The fiscal year of the Society shall end on December 31st of each year.

Section 5: Amendment of Bylaws. Subject to the Articles of Incorporation and applicable Virginia law, these Bylaws may be amended, altered, or repealed by the Directors at any meeting by a favorable vote of a majority of all Directors. The Active Members by majority vote of votes cast at a meeting at which a quorum is present shall have the power to adopt or amend particular Bylaws that may not be amended or repealed by the Directors, if the Active Members so state.

Section 6: Voting of Stock Held. Unless otherwise provided by resolution of the Directors, the President may from time to time appoint an attorney as agent of the Society to cast in the name of the Society and in accordance with such instructions as the President may determine, the votes which the society may be entitled to cast as a stockholder or otherwise in any other corporation.

Section 7: Principal Place of Business. Unless the Directors determine otherwise, the principal place of business of the Society shall be at the location selected by the President in the City of Norfolk, Virginia, or in a city or county adjacent thereto.

Section 8: Indemnification. Subject to applicable laws, the Society shall indemnify and hold harmless any and all persons who may serve or have served at any time as directors or officers or committee members of this Society, or who at the request of the Directors may serve or at any time have served as directors or officers or committee members of another corporation, and their respective heirs, administrators, successors and assigns, against any and all expenses, (including but not limited to amounts paid upon judgments, counsel fees and amounts paid in settlement, before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any complaint, action, suit or proceeding in which they, or any of them, are made parties or a party or which may be asserted against them or any of them by reason of their being or having been directors or officers or committee member of this Society, or of such other corporation, except in relation to matters as to which any such present or former director or officer or committee member or person shall be adjudged in any action, suit or proceeding to be liable for his own intentional misconduct or omission or gross negligence in the performance of his duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, agreement, vote of members or otherwise. Notwithstanding the foregoing, the Society shall not be required to indemnify hereunder for any portion of such expenses for which payment is received by or on behalf of the party to be indemnified pursuant to any policy of insurance. The Society may purchase and maintain at its sole expense such insurance as its Directors may deem reasonable against all liabilities or losses it

may sustain as consequence of the indemnification provided for herein. The Directors may

agree to indemnify employees and agents of the Society to the same extent provided for herein. The Directors may, at any time, expand this Section and indemnify such persons to the full extent provided by the laws of the State of Virginia.

Section 9: Question of Parliamentary Order. All questions of Parliamentary Order not provided for in these Bylaws shall be determined by the Parliamentary usage contained in the Sturgis Standard Code of Parliamentary Procedure. The Secretary­-Treasurer shall serve as Parliamentarian for the Society.

These Bylaws were updated and approved on May 18th, 2014 by the Society Board of Directors and the Society General Membership.

 

Sanjay B. Kulkarni, M.D., M.S., FRCS (UK)

Sean P. Elliott, M.D., M.S.
President Secretary-Treasurer