Bylaws

AMERICAN CLINICAL NEUROPHYSIOLOGY SOCIETY

Constitution and Bylaws
Amended and Restated as the “Bylaws”
August 15, 2006

ARTICLE I

NAME

The name of the Society shall be “American Clinical Neurophysiology Society” (formerly the American Electroencephalographic Society, and the successor to the assets and operations of The American Academy of Clinical Neurophysiology, Inc.).

ARTICLE II

GENERAL GOVERNANCE STRUCTURE

As more particularly provided in these Bylaws, the governance structure of the Society is generally as follows:

(i) The Society shall have eight (8) classes of Members, of which three (3) classes (Honorary Fellows, Fellows, and Regular Members) have voting rights.

(ii) The Society shall have a statutory board of directors, which is referred to in these Bylaws as the Council.

(iii) The Officers of the Society shall consist of a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and an AMA Officer.

(iv) The Council shall consist of those persons who are the Officers of the Society, of several Council Members-At-Large, and of the two (2) most recent past-Presidents of the Society.

(v) The Members with voting rights shall elect the Officers of the Society and the Members-At-Large of the Council.

(vi) At all times the persons serving on the Council (by virtue of being an Officer or by virtue of being elected as a Member -At-Large) must be Fellows in the Society.

The duties, right, obligations, powers, and terms of selection, election, and removal of the Members, Officers and/or Council Members are all set forth below. Any disputes or disagreement between or among any of these persons concerning the business, property or affairs of the Society, the interpretation of these Bylaws, or of any other governance document of the Society, shall be resolved by the Council.

ARTICLE III

This Document

The Society has historically maintained a separate governing document called the Constitution, and a separate governing document called the Bylaws. These documents have been combined into this single document which shall hereafter be referred to as the Bylaws. These Bylaws have been prepared at the time and as a result of the combination of the operations of The American Academy of Clinical Neurophysiology, Inc. (“AACN”) with and into the operations of the Society, as of the effective date of these Bylaws (the “Combination of Operations”). The Combination of Operations has taken place pursuant to a certain Combination Agreement between AACN and the Society, a copy of which shall be kept in the permanent records of the Society. The Articles of Organization of the Society are on file with the Office of the Secretary of the Commonwealth of Massachusetts.

ARTICLE IV

PURPOSES

The nature of the activities to be conducted or the purposes of the Society are to engage in any lawful act or activity permitted under the nonprofit corporation law of the Commonwealth of Massachusetts which is charitable, religious, educational, and/or scientific in nature, entitling the Corporation to exemption from taxation under §501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended and in force from time to time (the "Code"), and more particularly:

(i) to promote contacts among Clinical Neurophysiologists, and between this Society and other similar societies throughout the world, and the International Federation of Clinical Neurophysiology, thus facilitating the exchange of scientific and professional information and opinions; to further in this way the greater understanding and knowledge of Clinical Neurophysiology and related studies; to arrange for the exchange of journals and other public data in these fields; to assist in the formation of international committees for the establishment of uniform standards, techniques, and procedures throughout the world, to assist in setting up standards for training, examination, and qualification of clinical neurophysiologists and technicians, and to draw up minimum specifications for apparatus used, in order that high standards of clinical neurophysiology may be established and maintained; and

(ii) to protect, promulgate, and advocate for the general interests of persons in the field of Clinical Neurophysiology to the extent permitted by organizations exempt from taxation under Section 501 (c )(3) of the Code and subject to Article XIII below.

ARTICLE V

CLASSES AND RIGHTS OF MEMBERS

Section 1. Classes of Membership. The Society shall have eight (8) classes of members: Fellows, Regular Members, Honorary Fellows, Associate Members, Emeritus Members, Junior Members, Corporate Members, and Corresponding Members. The qualifications and rights of each class of members are as set forth in this Article V.

Section 2. Fellows. Individuals who (i) have obtained a M.D., D.O., or Ph.D. degree (or the equivalent of any of these degrees), and (ii) have demonstrated a predominant interest and capability in the professional practice of or scientific study of clinical neurophysiology or related fields, may become Fellows of the Society. Fellows shall be responsible for payment of initiation fees, dues and/or assessments levied and/or assessed against them. Fellows shall have voting rights, and may be elected as an Officer and/or as a Council Member-At-Large.

Section 3. Regular Members. Individuals are eligible to become Regular Members if (i) they have obtained a M.D., D.O., or Ph.D. degree (or the equivalent of any of these degrees), or are credentialed by the American Board of Registration of Electroencephalographic and Evoked Potential Technologists or the equivalent; and if (ii) they are professionally active in the field of clinical neurophysiology or related fields, or are engaged in scientific work that advances the goals of the Society. Regular Members shall be responsible for payment of initiation fees, dues and/or assessments levied and/or assessed against them. Regular Members may not hold office or serve as a Member-at-Large of the Council, but may be appointed to special positions created by the Council from time-to-time and may serve on committees of the Council. Regular Members shall have voting rights.

Section 4. Honorary Fellows. Honorary Fellows shall be distinguished workers in the field of clinical neurophysiology or related fields, whom the Society wishes to honor. Honorary Fellows shall not be assessed and/or pay initiation fees, dues and/or assessments. Honorary Fellows may not hold or be elected to serve as an Officer or as a Member-At-Large of the Council, but may be appointed to special positions created by the Council from time-to-time and may serve on committees of the Council. Honorary Members shall have the right to vote.

Section 5. Associate Members. Individuals who have an interest in clinical neurophysiology or related fields and wish to contribute financially and otherwise to the Society are eligible to become Associate Members. Associate Members shall be responsible for payment of initiation fees, dues and/or assessments levied and/or assessed against them. Associate Members do not have voting rights, and may not be an Officer or a Member-At-Large of the Council.

Section 6. Emeritus Members. Fellows (Section 2 above) or Regular Members (Section 3 above) who for reasons of age or health are no longer professionally active in Clinical Neurophysiology or related fields, may, upon request to the Council, be exempt from paying fees, dues and assessments. If the request is granted they shall thereafter be known as Emeritus Members. Emeritus Members may not vote or hold any Office or be a Member-At-Large of the Council.

Section 7. Junior Members. Workers in clinical neurophysiology or related fields who are in pre-doctoral or postdoctoral training are eligible to become Junior Members. Junior Membership shall be limited to a period of three (3) years. Junior Members shall be responsible for payment of initiation fees, dues and/or assessments levied and/or assessed against them. Junior Members do not have voting rights, and may not be an Officer or a Member-At-Large of the Council.

Section 8. Corporate Members. Organizations which have an interest in clinical neurophysiology or related fields and wish to contribute financially and otherwise to the Society are eligible to become Corporate Members. Corporate Members shall be responsible for payment of initiation fees, dues and/or assessment levied and/or assessed against them. Corporate Members do not have voting rights, and may not be an Officer or a Member-At-Large of the Council.

Section 9. Corresponding Members: Individuals otherwise eligible for membership as Regular members whose principal address is outside the Untied States, Canada, Mexico or the Caribbean and who do not wish to maintain full voting membership in the Society shall be eligible to become Corresponding Members. Corresponding Members shall be responsible for payment of initiation fees, dues and/or assessment levied and/or assessed against them. Corresponding Members do not have voting rights, and may not be an Officer or a Member-At-Large of the Council.

Section 10. Voting rights; Non-Transferability of Memberships; Miscellaneous. As stated above, only Fellows, Regular Members and Honorary Fellows shall vote on any question concerning the Society, and in this regard each Fellow, Regular Member and Honorary Fellow shall have one (1) vote. The Fellows, Regular Members and Honorary Fellows shall vote as a single class and not as separate classes for quorum, voting and any other matters requiring a vote of the members. The term “Member” shall be used in these Bylaws from time–to-time to refer to any person who belongs to any of the classes of membership regardless of whether they have a right to vote. No person who was a member of the Society with voting rights before the Combination of Operations shall lose them solely because of the Combination of Operations, and may continue to exercise such voting rights until such person ceases to be a member of the Society. Membership rights in the Society are not transferable either during life or at death, and shall be deemed to be extinguished at the time of death.

ARTICLE VI

MEMBER APPLICATIONS, APPROVAL, AND EXPULSION

All matters concerning and/or related to applications for membership in the Society, changes in membership status or class, suspension and/or expulsion of membership or members, shall be handled as a matter of policy established from time to time by the Council. In its discretion the Council may delegate all or part of these duties and responsibilities (including the drafting and the enforcement of the policy) to an ad hoc or a permanent committee created for such purposes.

ARTICLE VII

Annual and Special Meetings of Members
Election of Officers and Council Members by Mail Ballot of Voting Members
before Annual Meeting Each Year

Section 1. Annual Meeting. The Society shall have an Annual Meeting each year, at a time and place determined by the Council. At the Annual Meeting the Officers and Members-At-Large of the Council, elected by mail ballot as described in Sections 5 and 6 below, shall be installed, a scientific program shall be presented, and the Society shall transact such other business as may properly come before the Annual Meeting.

Section 2. Special Meetings. The Council may call Special Meetings of the Society whenever, in its opinion, it is advisable or expedient to do. The Council must call a Special Meeting promptly upon receipt of a written request of at least one-third (1/3) of the voting Members of the Society

Section 3. Notice of Annual and Special Meetings. Notice of the Annual Meeting and Special Meetings of the Society shall be given by the Secretary of the Society to all Members by mail. All notices shall be mailed at least thirty days (30) before the date of the Annual or Special Meeting.

Section 4. Quorum and Voting Requirement for Voting Members at Meetings; proxy voting permitted. The voting Members present at a properly noticed Annual Meeting or Special Meeting of the Society shall constitute a quorum for the transaction of business. Except as otherwise specifically required in these Bylaws or by Massachusetts law, the affirmative vote of a majority of the voting Members present at a meeting at which there is a quorum shall be sufficient for any matter to come before the voting Members. Voting Members may be present and may vote by proxy (which shall include voting by mail ballot).

Section 5. Election of Officers by Mail Ballot Before Annual Meeting Each Year. On a timely basis each year the Nominating Committee shall deliver to the Secretary a list of nominees for the available Officer positions as of the next Annual Meeting. The Secretary shall then mail ballots to the voting Members, which ballots shall be returned to the Secretary before the Annual Meeting. The candidate for any Officer position receiving the largest number of favorable votes cast shall be declared elected. In the case of a tie vote by mail, those receiving the tying number of votes shall be voted on by the voting Members present at the Annual Meeting with election of the one receiving the larger, or largest, number of favorable votes at that Annual Meeting. Should there be a tie vote cast by the voting Members present at the Annual Meeting, the presiding Officer at the Annual Meeting shall cast the deciding vote. The term of each elected Officer extends until the successor to that officer is installed.

Section 6. Election of Council Members-at-Large by Mail Ballot Before Annual Meeting Each Year. The Members-At-Large of the Council shall be elected by mail ballots prior to the Annual Meting of the Society in the same manner as the election of Officers. Members-at-Large of the Council shall serve for three (3) years, one or more being elected at each Annual Meeting to fill vacancies occurring as terms of incumbent Members-at-Large expire. No elected Member-At-Large can succeed himself or herself on the Council. The number of Members-at-Large (subject to the numerical limits in Section 2(ii) of Article VIII of these Bylaws) may be varied by the Society at any Annual Meeting. In case of an increase, one (1) additional Member-at-Large shall be elected for a three-year term; another, if two (2) are to be added, for a two-year term; and a third, if three (3) are to be added, for a one-year term. Should the Society vote to decrease the number of Members-at-Large, this shall be accomplished by electing one (1) less Member-at-Large annually until the desired decrement has been accomplished; providing, however, that there shall always be at least four (4) Members-at-Large and that there shall be at least one (1) Member-at-Large elected each year.

ARTICLE VIII

THE COUNCIL

Section 1. Responsibilities and Powers. The Council shall be responsible for conducting the affairs of the Society and shall have direction over all Officers, appointees, and employees of the Society. It shall act on all questions of general policy and administration. It shall have final authority regarding the adoption of new work and the expenditure of money.

Section 2. Members of the Council. The Council of the Society shall consist of (i) those persons who are elected as the Officers of the Society by the voting Members in accordance with Article VII Section 5 of these Bylaws, (ii) a minimum of four (4) and a maximum of twelve (12) Members-At-Large elected by the voting Members in accordance with Article VII Section 6 of these Bylaws, and (iii) the latest two ex-Presidents of the Society as ex-officio members (who shall count towards a quorum and have the right to vote).

Section 3. Vacancies. The Council shall have the power to fill any vacancy arising among the Officers or the Members-At-Large to fill the remainder of an unexpired term.

Section 4. Establishing Date of Annual Meeting. The Council shall determine the date and place of the Annual Meeting and shall announce its decision to the Society at the time of the preceding Annual Meeting.

Section 5. Delegate to International Federation of Clinical Neurophysiology. The Council shall appoint a Delegate to the International Federation of Clinical Neurophysiology.

Section 6. Dues and Assessments. The Council shall establish any initiation fees, dues and/or assessments. The Council also shall have the power to waive the initiation fees, dues and/or assessments of any Member in special circumstances as determined in its reasonable discretion.

Section 7. Honorary Fellows. The Council may submit the name of any individual for consideration for Honorary Fellowship.

Section 8. Regular Meetings. Regular meetings of the Council shall be held whenever and wherever the Council may specify by resolution. No notice of regular meetings need be given, but if no resolution is in effect, regular meetings shall be called in the same manner as Special Meetings of the Council.

Section 9. Special Meetings. Special meetings of the Council may be called by the President or by persons constituting not less than one-third (1/3) of the number of members on the Council. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called, and only those items included in the notice may be voted upon at the special meeting.

Section 10. Quorum and Voting Requirements. Except as may otherwise be required by Massachusetts law for a specific item or issue, a majority of the number of persons on the Council shall constitute a quorum, and the transaction of all business to come before the Council shall be by majority vote of those members of the Council present at the meeting.

Section 11. Waivers of Notice. A Council member may waive notice of any meeting required under these Bylaws by a written instrument executed and filed with the Secretary of the Society either before or after the date and time specified in the notice. The Secretary shall cause any such waiver to be filed with the minutes or corporate records. A Council member attending or participating in a meeting shall be deemed to have waived any required notice to him of the meeting, unless the member, at the beginning of the meeting or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.

Section 12. Participation in Meeting by Teleconference or Similar Means. A member of the Council or all of the members of the Council (or members of any committee as provided under Article IX) may participate in any meeting of the Council (or of any committee) by means of a conference telephone or similar communications equipment enabling all of the Council members participating in the meeting to simultaneously hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

Section 13. Transaction of Business by Unanimous Written Consent. Any action which can be authorized at a meeting of the Council or of any committee (as described in Article IX of these Bylaws) may be taken without a meeting, as long as quorum requirements are met, if all the members of the Council or all the members of the committee consent in writing to the action before or after the action is taken. Action taken by written consent is effective when the last member signs the consent, unless the consent specifies a different effective date. The Secretary of the Society shall file these consents with the minutes of the meetings of the Council.

Section 14. Executive Director or Management Assistance. The Council may secure the services of a person or organization to assist the Officers and/or Council in carrying out the administrative functions of the Society. The title of this person or the person in the organization shall be determined by the Council. This person may attend Council and Society meetings but shall have no vote in Council.

ARTICLE IX

COMMITTEES

Section 1. Rules Committee. The Rules Committee shall consist of three (3) voting Members of the Society. One (1) member of the Committee shall be appointed by the President each year, such appointee to serve on the Committee for three (3) years. The Rules Committee shall review all proposed amendments of these Bylaws, and report its findings, with reasons, to the Council and also at any meeting at which the final vote on any amendments is to be taken. The Rules Committee shall make decisions regarding procedural questions in accordance with Robert’s Rules of Order, Revised, unless otherwise provided by these Bylaws.

Section 2. Nominating Committee. The Council shall elect to the Nominating Committee two (2) voting Members of the Society (who may not be Officers) to serve for three (3) years; two (2) voting Members (who may not be Officers) to serve for two (2) years; and two (2) voting Members (who may not be Officers) to serve for one (1) year. Thereafter, the Council annually shall elect two (2) voting Members (who may not be Officers) to serve for three (3) years. In addition, the Secretary or other Officer or member of the Council shall be appointed by the President to serve ex-officio (with vote) on the Nominating Committee. The Nominating Committee shall prepare a slate of Council nominees and Officers of the Society, making one (1) nomination for each elective Office except that of President, which is filled automatically by the First Vice-President from the preceding year, and except that of First Vice-President which is filled automatically by the Second Vice-President from the preceding year. If there has occurred a vacancy in the office of First Vice-President during the year, the Nominating Committee shall also make a nomination for President.

Section 3. Program Committee. The Program Committee shall consist of a minimum of two (2) Members of the Society, appointed by the President to serve for one (1) year. The Program Committee shall be responsible for organizing the scientific program of the Annual Meeting. It may, if it so desires, appoint subsidiary Special Committees to handle local arrangements, publicity, or other matters concerned with the mechanics of the meeting. The Chairman of the Program Committee shall assemble and edit, if necessary, the abstracts of the papers to be presented at the annual scientific meeting for preparation of the program book and shall forward the abstracts of the papers comprising the program for publication and notify the Secretary that this has been accomplished.

Section 4. Other Standing and ad hoc Committees. The Council may establish other Standing Committees and ad hoc committees at its discretion. The Council may delegate to the President the duty to appoint the members of any such new Standing or ad hoc Committees, and/or to appoint Representatives or Delegates to other professional societies or organizations, all as the Council may deem necessary. Such appointments shall be for the term of the President’s tenure with subsequent appointments to be made as determined by the Council. If the Council deems it necessary to the business of the Society, Representatives or Delegates to other professional societies or organizations may be appointed for a term up to but not exceeding four (4) years.

ARTICLE X

OFFICERS

Section 1. Qualifications. Only Fellows shall be eligible to be elected as Officers of the Society.

Section 2. Officers. The Officers of the Society shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer. All officers except the President and First Vice President shall be elected for a term of one (1) year by mail ballots cast prior to the Annual Meeting of the Society. The First Vice President shall succeed to the office of President. The Second Vice President shall succeed to the office of the First Vice President. Officers shall be installed as the final act of the Annual Meeting at which their election or succession is verified.

Section 3. President The President shall preside at all business meetings of the Society and of the Council. The President shall appoint one (1) voting Member to membership on the Rules Committee, one (1) member of the Council as ex-officio member (with vote) to the Nominating Committee, and shall appoint three (3) Members to constitute a Program Committee for the Annual Meeting. These appointments must be made within thirty (30) days after installation of the President. The President shall also insure that an annual audit of the Treasurer’s accounts is performed. The President shall appoint one (1) or more tellers for all election procedures of the Society. The President may appoint Special Committees and their Chairmen to serve for the duration of the President’s term of office.

Section 4. First Vice President The First Vice President shall discharge the duties of the President in case of the latter’s absence or disability. The First Vice President shall be a member of the Council. In addition, any Standing or Special Committees may call on the First Vice President in an advisory capacity or may draft the First vice President as a member of the Committee to break the deadlock if one occurs. The First Vice President shall succeed to the office of the President at the end of the term of President.

Section 5. Second Vice President. The Second Vice President shall discharge the duties of the First Vice President in the case of the latter’s absence or disability. The Second Vice President shall succeed to the office of First Vice President at the end of the term of the First Vice President.

Section 6. Secretary. The Secretary shall serve as Secretary of the Council and shall insure

that true and careful records of the meetings of the Society and of the Council are kept. The Secretary shall insure that a roll be kept of all Members of the Society with the latest available addresses. The membership list shall be distributed to all Members at intervals decided by the Council. The Secretary shall cause to be mailed to all Members of the Society the announcement of every meeting, whether annual or special, at least thirty (30) days before the date set for each meeting. The Secretary shall cause to be mailed to all voting Members of the Society ballots containing the recommendations of the Nominating Committee and space providing for write-in nominations at least thirty (30) days before the date of the Annual Meeting. The Secretary shall carry out such other duties as usually pertain to the office. No person shall hold the office of Secretary for more than three (3) consecutive years. The Council, upon recommendation by the Secretary, may appoint or hire an Assistant, provide an appropriate title, and may delegate to this Assistant such functions of the office of the Secretary as may be deemed advisable. The Assistant shall serve as Secretary in the absence or disability of the Secretary, but shall have no vote in the Council.

Section 7. Treasurer. The Treasurer shall be empowered to receive and hold in trust or otherwise, funds, personal or real property received by gift, bequest, device, or otherwise, and to invest or reinvest, expend, convey or otherwise dispose of such funds, personal or real property, all in such manner and at such time or times and upon such terms as deemed desirable for the accomplishment of any of the purposes of the Society, provided, however, that such acts shall be under the control and direction of the Council or of a committee set up by the Council for the management of such funds, and that authorization for all transactions be first obtained from the Council or its designated committee. The Treasurer shall pay all fees, bills, and other obligations of the Society and for that purpose shall sign checks and drafts in payment of money, or may, with the consent of the Council, delegate such responsibility to an Executive Director or Management Company (engaged pursuant to Section 14 of Article VIII) hired by the Council to assist in the administration of the affairs of the Society. The Treasurer shall be responsible for collecting fees, dues and/or assessments which shall be determined by the Council and/or the Society. The Council, upon recommendation by the Treasurer, may appoint or hire an Assistant, provide an appropriate title, and may delegate to this Assistant such functions of the office of the Treasurer as may be deemed desirable. The Assistant so appointed shall serve as Treasurer in the absence or disability of the Treasurer but shall have no vote in the Council. The Treasurer and/or the Assistant shall be required to give bond to the Society for the faithful discharge of the duties in such form and for such amount and with such sureties as shall be determined by Council. No person shall hold the office of Treasurer for more than three (3) consecutive years.

Section 8. AMA Officer. The AMA Officer shall be elected by the members of the Society who are members of the AMA. The AMA Officer shall serve a three-year term and may be elected to additional terms.

Section 9. Succession of Officers. If the office of the President becomes vacant, the First Vice President shall complete the unexpired term of the President and succeed to the following term. If the office of the First Vice President becomes vacant, the Second Vice President shall complete the unexpired term of the First Vice President and succeed to this office the following term. If the offices of the President and First Vice President become vacant, the Second Vice President shall complete the unexpired term of President and succeed to this office the following year. If the offices of President, First Vice President and Second Vice President become vacant, a Fellow shall be appointed by the Council to serve as First Vice President. Such an appointed First Vice President does not succeed automatically to the office of President; only a Fellow duly elected by the voting members to the office of President may then succeed to the office of President. All other vacancies occurring among the Officers or Council shall be filled by appointment by the Council. Such appointed officers shall serve until the next Annual Meeting, when they must be confirmed by mail ballot or others must be elected in their place.

ARTICLE XI

AMENDMENTS

Section 1. Articles of Organization and By Laws. These Bylaws and the Articles of Organization on file with the Secretary of State of the Commonwealth of Massachusetts may be amended in accordance with proposals initiated by the Council, or the Rules Committee, or by petition signed by at least fifteen voting Members of the Society. Any such amendment shall require the approval of the Council and the affirmative vote of two-thirds (2/3) of the voting Members present at the Annual Meeting or any Special Meeting for which proper notice has been given, which notice shall include a copy or copies of the proposed amendments; provided, however that no amendment to the Articles of Organization or Bylaws may be adopted which would affect the exempt status of the Society under §501(c)(3) of the Code.

Section 2. Record of Changes. Whenever a by-law is amended or repealed or a new by-law is adopted, that action and the date on which it was taken shall be noted on the original Bylaws in the appropriate place, or a new set of By Laws shall be prepared incorporating the changes.

ARTICLE XII

THE OFFICIAL JOURNAL OF THE SOCIETY

Section 1. Title. The Journal of Clinical Neurophysiology will be the official journal of the Society.

Section 2. Editor. The Editor-in-Chief of the Journal will be chosen by Council and serve ex- officio on Council without vote in such capacity. The Council will set policy for the Journal. The Editor-in-Chief will, within the policy guidelines established by Council, be responsible for the content of the Journal and the activities of the Editorial Board. The Editor-in-Chief will be appointed for a four-year term and be eligible for an additional term of appointment. The Editorial Board will be selected by the Editor-in-Chief and approved by Council. The Editorial Board will have the same tenure as and serve under the direction of the Editor-in-Chief.

ARTICLE XIII

TAX RELATED RESTRICTIONS

Section 1. Nonprofit; Prohibition on Private Inurement. The Society is nonprofit. The Society shall not authorize or issue shares of stock or pay dividends. None of the Society’s income or assets shall be distributed to its members, Council members, or Officers, or to any individual.

Section 2. Political Activity and Lobbying. The Society shall not do anything forbidden to be done by organizations which are qualified to receive deductible contributions under §170(c)(2) of the Code. The Society shall never participate in any political campaign on behalf of or against a candidate for public office. No substantial part of the Society’s activities may consist of attempting to influence legislation in the manner described in §501(h) of the Code.

Section 3. Private Foundation Restrictions. If the Society is or becomes a private foundation (as defined in §509 of the Code), then the Society will distribute its income for each taxable year in a way that will not subject it to tax under §4942 of the Code. The Society shall not self-deal (as defined in §4941(d) of the Code), shall not retain excess business holdings (as defined in §4943(c) of the Code), shall not make investments which will subject the Society to tax under §4944 of the Code, and shall not make any taxable expenditures (as defined in §4945(d) of the Code).No part of the net earnings of the Society shall inure to the benefit of any of its Members or of any individual. In the event of dissolution of the Society, any residual funds shall be disposed of in accordance with Article XV below and other applicable law.

ARTICLE XIV

CODE OF ETHICS AND CONFLICT OF INTEREST POLICY

The Council shall maintain, and update and amend from time to time as it deems necessary and prudent, a formal Code of Ethics and Conflicts of Interest Policy for the Society. At all times a copy of the current Code of Ethics and Conflict of Interest Policy shall be kept with the permanent records of the Corporation as a Schedule to these Bylaws.

ARTICLE XV

DISSOLUTION

In the event the Society is dissolved, the assets remaining after payment of all liabilities shall be distributed to an organization or organizations exempt from taxation under §501(c)(3) of the Code in amounts and proportions determined by the Council and in compliance with the law of the Commonwealth of Massachusetts, to an organization or organizations with purposes substantially the same as those of the Society.

Amended February 2009.