Constitution. and. Bylaws. of the. Delaware Valley Society. Oral and Maxillofacial. Surgeons

Transcription

1 Constitution and Bylaws of the Delaware Valley Society of Oral and Maxillofacial Surgeons (Bylaws Revisions 8/2012) 1

2 CONSTITUTION of the DELAWARE VALLEY SOCIETY OF ORAL AND MAXILLOFACIAL SURGEONS ARTICLE I - NAME The name of this Society shall be the DELAWARE VALLEY SOCIETY OF ORAL AND MAXILLOFACIAL SURGEONS, hereinafter referred to as this Society. ARTICLE II - OBJECT The object of this Society shall be: A. To contribute to the dental health and welfare of the community by informing the public regarding the education, training, and experience of dentists who have limited their practices to Oral and Maxillofacial Surgery. B. To promote and encourage the advancement of the practice of Oral and Maxillofacial Surgery. C. To encourage the members to discharge their civic and professional responsibilities to the community. D. To foster a spirit of good fellowship and mutual cooperation among its members. ARTICLE III - DEFINITIONS 1. Dentistry is defined as the evaluation, diagnosis, prevention and/or treatment (nonsurgical, surgical or related procedures) of diseases, disorders and/or conditions of the oral cavity, maxillofacial area and/or the adjacent associated structures and their impact on the human body; provided by a dentist within the scope of his/her education, training and experience, in accordance with the ethics of the profession and applicable law (adopted by the ADA House of Delegates in 1977). 2

3 2. Oral and Maxillofacial Surgery is the specialty of dentistry which includes the diagnosis, surgical and adjunctive treatment of diseases, injuries and defects involving both the functional and esthetic aspects of the hard and soft tissues of the oral and maxillofacial region (adopted by the ADA House of Delegates in 1953 with the last amendment adopted by the ADA House in October 1990). ARTICLE IV- ORGANIZATION Section 1. INCORPORATION: This Society is a non-profit corporation organized under the laws of the Commonwealth of Pennsylvania. Should this Society be dissolved at any time, after payment of all indebtedness of this Society, the remaining funds and properties shall be distributed to the Foundation of the American Association of Oral and Maxillofacial Surgeons. Section 2. AFFILIATION: This Society shall be organized in conformity with the Constitution and Bylaws of the American Association of Oral and Maxillofacial Surgeons (AAOMS), and the Pennsylvania Society of Oral and Maxillofacial Surgeons (PSOMS) and shall be recognized as a Regional Component of the AAOMS. Section 3. MEMBERSHIP: The membership of this Society shall consist of members of the dental profession who shall have special qualifications as established in Chapter I of the Bylaws. ARTICLE V - GOVERNMENT Section 1. Legislative Body. The legislative and governing body of this Society shall be an Executive Committee as provided in Chapter III of the Bylaws. ARTICLE VI - OFFICERS Section 1. Elective Officers: The elective officers of this Society shall be a President, a President-Elect, a Secretary and a Treasurer. ARTICLE VII - PRINCIPLES OF ETHICS The Principles of Ethics of the American Dental Association, the Code of Professional Conduct of the A.A.O.M.S. and the Code of Ethics of the P.S.O.M.S. shall govern the professional conduct of all members of this Society. This Society shall have the authority to adopt additional provisions, not in conflict with the above named organizations. 3

4 ARTICLE VIII - AMENDMENTS Section 1. Proposed amendments to the Constitution must be submitted to the Constitution and Bylaws Committee at a regular meeting. Section 2. All amendments must be mailed to the membership at least fifteen (15) days prior to a stated or special meeting. Section 3. This Constitution may be amended by a three-fourths (3/4) affirmative vote of the members present and entitled to a vote at the stated or special meeting. Section 4. No amendments shall be considered which shall in any way conflict with the Constitution of the A.A.O.M.S. or the P.S.O.M.S. 4

5 B Y L A W S of the DELAWARE VALLEY SOCIETY OF ORAL AND MAXILLOFACIAL SURGEONS CHAPTER 1 - MEMBERSHIP Section 1. CLASSIFICATION: The members of this Society shall be classified as follows: A. Active Members F. Life Members B. Associate Members G. Honorary Members C. Candidate Members H. Resident Members D. Inactive Members I. Affiliate Member E. Retired Members Section 2. QUALIFICATIONS: A. Active Members: 1. An active member shall hold membership in the American Dental Association or provide other such evidence which verifies that the individual is functioning within the professional, moral and ethical framework of the speciality of oral and maxillofacial surgery. 2. An active member shall practice in the Delaware Valley region which includes those States comprising AAOMS District II, namely: Delaware, District of Columbia, Maryland, New Jersey, and the Commonwealth of Pennsylvania and shall limit their 5

6 practice to the speciality of oral and maxillofacial surgery. 3. A requirement for active membership in this Society shall be membership in good standing in the AAOMS. 4 Applicants who are in the federal services or who are teaching or engaged in an administrative position in an educational institution located in the AAOMS District II shall be granted active membership if they meet all of the Bylaw eligibility requirements. B. Associate Member: 1. Associate membership shall be granted to applicants who would otherwise qualify for active membership but are professionally engaged outside the AAOMS District II. C. Candidate Member: 1. Candidate membership shall be granted to oral and maxillofacial surgeons who are candidates for membership in the AAOMS. Such a candidate membership period shall extend for a period of two (2) years, during which time the candidate shall be expected to be examined and approved for membership in the AAOMS. 2. A candidate member who is not examined and/or approved during his/her two-year candidate membership period shall have his/her qualifications reviewed by the Membership Committee for approval for the continuation of his/her candidate membership in this Society. D. Inactive Member: 1. An inactive member shall be an active or associate member in good standing who suspends his/her practice of oral and maxillofacial surgery because of extenuating circumstances. 2 Application for inactive membership must be presented in writing to the Executive Committee for consideration. 3 In the event an inactive member resumes practice, it is incumbent upon the member to notify the Executive Committee, so that he/she may be reinstated. E. Retired Member: 1. Retired membership shall be granted to an active member must have paid dues for twenty (20) years, or be disabled and unable to engage in the activity of active practice, and that member retires completely from oral and maxillofacial surgery. Active practice is the performance of any activities requiring licensure or permit in dentistry or medicine in the State of Pennsylvania or oral and maxillofacial surgery specialty licensure, where applicable. 6

7 2. A member applying for retired status must apply in writing to the Executive Committee and must remit dues and assessments through the year in which he/she applies for such status. 3. In the event a retired member resumes practice, it is incumbent upon the member to notify the Executive Committee. 4. A retired member shall have all the privileges of active membership except the right to vote and hold office. 5. A retired member shall not be required to pay dues or assessments, after having been approved for said status by the Executive Board. F. Life Member: 1 A life member shall be an active member who has completed thirty (30) dues-paying years and has attained the age of sixty-five (65) years, or upon completion of 35 dues paying years. 2 A life member shall have all the privileges of active membership. 3 Applicants for life status must remit dues and assessments through the year In which they are eligible for such status. Dues and assessments for this year may be waived or partial dues and assessments may be assessed following consideration of the committees on Membership and approval of the Executive Board. F. Honorary Member: 1. Honorable membership may be granted to those holding no other class of membership in this Society and have made distinguished contributions to the speciality of oral and maxillofacial surgery. 2. Nomination to honorary membership shall bear the names of five (5) active members of this Society. 3. No more than two (2) honorary members may be elected in one year. H. Resident Member: 1. Resident membership may be granted to those individuals in training in an ADA accredited training program in oral and maxillofacial surgery upon submission of an application and certification annually by their respective chiefs. A resident member will pay no dues or assessments. It is the obligation of the chief to defray the cost of meals for his resident members at functions of this Society. The Membership Committee is to be notified by the chief when a resident leaves the program. 7

8 I. Affiliate Member: Affiliate membership may be granted to an individual who meets all the requirements; 1. Resides and practices or is engaged in an administrative or research position in a country other than the United States and, where applicable, is recognized as an oral and maxillofacial surgeon by the country's appropriate agencies. 2. Has specialty training in oral and maxillofacial surgery equivalent to that required of candidates for AAOMS fellowship and membership. 3.Holds and maintains membership in the country's oral and maxillofacial surgery organization, or, if none exists, other such evidence which verifies that the individual is functioning within the professional, moral and ethical framework of the profession of dentistry/medicine. 4. Shall pay the affiliate member dues and shall have the same privileges as members. 5. No individual who was an affiliate member of the AAOMS prior to October 1, 1999 shall have membership in the AAOMS discontinued solely as a result of failure to hold membership in their country's oral and maxillofacial surgery organization. Section 3. PRIVILEGES A. Active Member: 1. An active member in good standing shall be entitled to all the rights and privileges of membership including, but not limited to, the right to vote, hold office, attend all meetings, serve on committees, and such other services as provided by this Society with the exception as noted in Item 3 below. 2. All active members who practice oral and maxillofacial surgery in the Commonwealth of Pennsylvania shall be qualified for fully privileged membership in the PSOMS. 3. Active members who are not practicing in the Commonwealth of Pennsylvania shall not have the right to vote, in this Society, on matters pertaining to the PSOMS. Additionally, such a member, if elected President of the DVSOMS, will not attend the meetings nor be a member of the Executive Committee of the PSOMS. One of the following elected officers in consecutive order, President- Elect, Secretary, or Treasurer, as a practitioner in the Commonwealth of Pennsylvania, shall assume this responsibility. B. Associate Member: 1. An associate member in good standing shall haves the same privileges in this Society as active members, with the following exceptions: 8

9 C. Candidate Member a. An associate member may not be an elected officer of this Society. b. An associate member of this Society shall not have the right to vote on matters pertaining to the PSOMS. 1. A candidate member shall have the same privileges as active members except that he/she may not hold an elected office or be elected to the Executive Committee, and cannot vote at meetings or special votes. D. Inactive Member 1. An inactive member may attend all meetings of this Society. He/she shall have no voting rights, may not hold elected or appointed office, or be a member of any committee. E. Retired Member: 1. A retired member shall have all the privileges of active membership except the right to vote or hold office. 2. A retired member shall not be required to pay dues or assessment. F. Life Member: 1. A life member shall have all the privileges of active membership. 2. A life member shall not be required to pay dues or assessments G. Honorary Member: 1. An honorary member shall have no voting rights, may not hold elected or appointed office, or be a member of any committee. Honorary members may attend all meetings of this Society. H. Resident Member 1. A resident member shall have no voting rights, may not hold elected or appointed office, or be a member of any committee. Resident members may attend all meetings of the Society 2. A resident member will not pay dues or assessments Section 4. APPLICATION FOR MEMBERSHIP 9

10 A. Procedure: 1. An applicant wishing to apply for Active, Associate, or Candidate membership shall request an application form from the Chairman of the Membership Committee. 2. The applicant will complete the application and submit it with his/her curriculum vitae and an application fee established by the Executive Board to the Chairperson of the Membership Committee. 3. The Membership Committee shall examine credentials and qualifications, secure information pertaining to the professional, ethical and moral qualifications, and community standing of the candidate and make a recommendation to the Board for approval. 4. An applicant, who in the same year finishes a residency and completes an acceptable application for candidate membership in this Society in time for action at the Annual Business Meeting, may be granted a 50% reduction in dues for his/her first year of membership and a 25% reduction in dues for the second year. Thereafter, full dues will be paid. 5. An applicant obtains membership upon a majority vote of those in attendance at the annual business meeting. Section 5. TERMINATION OF MEMBERSHIP A. Resignation: 1. A member may effect resignation from this Society, at any time, by writing to the Secretary. B. Expulsion: 1. A member who fails to pay dues within three (3) months from the due date shall be considered delinquent and shall be subject to expulsion from this Society. He/She ceases to be a member and shall have no claims against this Society on account of dues delinquency. a. Procedure for Expulsion. Before a member may be expelled for non-payment of dues, he/she shall receive notice by registered mail at least fifteen (15) days prior to the next stated meeting, informing him/her that his/her name shall be recommended to this Society for expulsion for non-payment of dues. At said meeting, a three-fourths (3/4) vote of the members present and eligible to vote shall be required for expulsion. b. Reinstatement. Members expelled for non-payment of dues may be invited to rejoin and, if accepted, shall pay delinquent dues plus current annual dues. 10

11 Beyond one year after resignation or disqualification the former member may be considered for membership and reinstatement by submitting a reinstatement form with a reinstatement fee which shall be twice the current application fee, payment of the current year s dues and all assessments that have not been paid within the past five years and meeting all current eligibility requirements. Those who were disqualified for non-payment of dues, assessments or fees must also pay any outstanding fees. 2. A member shall be automatically expelled upon loss of membership or suspension from the AAOMS. 3. Conviction of a felony shall be sufficient cause for automatic expulsion from this Society. 4. Nolo Contedere. In essence, this means I throw myself on the mercy of the court. The defendant does not admit to guilt or make a defense. Thus, a court may not convict the accused. However, a member shall be in violation of the principles and Ethics of this Society, and he/she shall be expelled. 5. A member shall be expelled for violating the Bylaws of this Society, the Code of Ethics of the American Dental Association or the Code of Professional Conduct of the AAOMS, or any other breach of professional ethics in the opinion of the committee on Professional Conduct of this Society. a. Allegations. All allegations of violations shall be directed to the Executive Committee, in writing, by the complainant who shall provide evidence or documentation to the extent available. If the allegation is sufficiently substantiated, the Executive Committee shall direct the Committee on Professional Conduct to investigate the alleged violation(s). The Committee on Professional Conduct shall submit a report on its findings to the Executive Committee, and a determination shall be made as to the disposition of the case, the decision requiring a majority vote of its members present and eligible to vote at that Executive Committee meeting. If the allegation is validated, the Executive Committee may refer the case to the AAOMS for deliberation, or the case may be returned to the Committee on Professional Conduct of this Society, which will notify the accused member of the charges against him/her and state the time and place of a hearing. b. Right of Hearing. Any member charged with unprofessional conduct which subjects him/her to disciplinary action, pursuant to the Bylaws of this Society, shall be entitled to a hearing before the Committee on Professional Conduct. The accused member shall receive a written copy of the charges against him/her, with a notice of the time and place for a hearing. This notice shall be transmitted to the member s last known address, not less than fifteen (15) days prior to the date set for the hearing. At the stated hearing, the accused member may have legal counsel to represent and defend him/her. 11

12 In like manner, the Committee on Professional Conduct shall have the same option as to legal counsel. If the accused member fails to appear at the hearing, unless there is a valid reason, the Committee on Professional Conduct may find the member guilty of contempt and may examine the facts of the case as if the accused were present. c. Decision. The Committee on Professional Conduct, with the concurrence of the Executive Committee, shall submit a report of its findings, the verdict rendered, and its recommendation(s) at a stated or special meeting of this Society. A three-quarter (3/4) vote of the members present and eligible to vote at the meeting shall be necessary for expulsion of the member. The vote shall be by closed ballot only. Within fifteen (15) days of the decision, a copy of the verdict and penalty, if any, shall be mailed to the accused member. If the member is expelled, a copy of the violations and penalty shall be mailed to the respective secretaries of the AAOMS, the PSOMS, the Pennsylvania Dental association, and the member s component Dental Society. d. Discipline. A member shall be disciplined by (1) suspension for a specific period of time, or (2) expulsion for an indefinite period of time. A member expelled indefinitely may be readmitted to membership only upon invitation from this Society, in accordance with CHAPTER 1 of these Bylaws. CHAPTER II - OFFICERS Section 1. The elective officers shall be President, President-Elect, Secretary and Treasurer. Section 2. ELIGIBILITY: A. No member of this Society shall be elected to any office unless he/she has been a member for at least two (2) years. B. Only an active or life member of this Society, in good standing, shall be eligible for elective office. Section 3. NOMINATIONS: A. A nominating committee, consisting of three (3) members shall be appointed by the President. The committee shall submit the names of the candidates for the elective offices and the Executive Committee to this Society at the Annual Business Meeting. Nominations may also be made from the floor. Section 4. ELECTION: 12

13 A. Nominations and the election of the President, President-Elect, Secretary, Treasurer and Executive Committee shall be held at the Annual Business Meeting. Election shall be by ballot. B. The following shall be the order of voting: 1. Election of Officers 2. Election of the Executive Committee. Section 5. TENURE A. The President shall not serve more than two (2) consecutive terms, of one (1) year each. B. The Secretary shall not serve more than two (2) consecutive terms, of two (2) years each. C. The Treasurer shall not serve more than two (2) consecutive terms, of two (2) years each. Section 6. INSTALLATION: A. The elected officers and members of the Executive Committee shall be installed at the Annual Business Meeting. Section 7. VACANCIES: A. In the event the office of President becomes vacant, the President-Elect shall become President for the unexpired portion of the term. B. In the event the office of President-Elect becomes vacant, the Secretary shall assume the duties of the President-Elect, in addition to his/her duties, until the next Annual Business Meeting. C. Vacancies in other elective offices or in the Executive Committee shall be filled by the President by interim appointment, until the next Annual business Meeting when the vacated office(s) shall be filled by election for a complete term. Section 8. DUTIES: A. President: 1. To preside at all meetings of this Society. 13

14 2. To serve as chair of the Executive Committee. 3. To appoint all committees and their chairpersons, except as otherwise provided for in the Bylaws. 4. To act as an ex-officio member of all committees. 5. On expiration of his/her office as President, to serve as a member of the Executive Committee. 6. To perform such other duties as may be delineated in these Bylaws. 7. To make disbursements of this society by check if the Treasurer is unable to issue the disbursement in a timely fashion B. President-Elect: 1. To act in the capacity of the President in his/her absence. 2. To serve as a member of the Executive Committee. 3. To assist the President as requested. C. Secretary: 1. To keep all records and minutes of this Society. 2. To conduct the official correspondence of this Society. 3. To notify members of meetings, and committees of their appointments and duties. 4. To perform such other duties as usually pertain to this office. 5. To serve as a member of the Executive Committee. D. Treasurer: 1. To receive and deposit all monies belonging to this Society in a reputable bank. 2. To make all disbursements of this Society by check with the signature of the Treasurer only. 3. To collect dues from the members as prescribed in the Bylaws and to deposit the dues collected. 14

15 4. To submit a written report of the financial status of this Society at every meeting, and submit an annual report at the Annual Business Meeting. 5. To serve as a member of the Executive Committee. Section 9. REMUNERATION: A. The Secretary shall receive an honorarium annually equal to a sum to be prescribed by the Executive Committee, or the recommendation of the Budget and Finance Committee. CHAPTER III - EXECUTIVE COMMITTEE Section 1. COMPOSITION: The Executive Committee shall consist of the elective officers, the Immediate Past- President, and seven (7) active or life members elected from the membership-at-large at the Annual Business Meeting. In addition to the above, the Editor of the Newsletter, appointed by the President and confirmed by the Executive Committee, shall be a member of the Executive Committee. Section 2. QUALIFICATIONS: A member of the Executive Committee of this Society shall be an active or life member in good standing. Section 3. TERM OF OFFICE: The seven (7) members at large of the Executive Committee shall serve for a term of three (3) years, new members replacing previous members at large to be elected each year at the Annual Business Meeting, with no limit on years of service. Section 4. DUTIES: The Executive Committee shall be the managing body of this Society, vested with the full power to conduct all business of this Society, subject to the laws of the Commonwealth of Pennsylvania, the Articles of Incorporation, and the Constitution and Bylaws of this Society. Section 5. SESSIONS: The Executive Committee shall meet at least three (3) times a year. A majority of the 15

16 Committee shall constitute a quorum. CHAPTER IV - STANDING COMMITTEES Section 1. The Standing Committees of this Society shall be: A. Nominating E. Constitution and Bylaws I. Budget and Finance B. Membership F. Health Plans and Insurance J. Political Activity C. Professional Conduct G. Hospital Affairs D. Program H. Public Information Section 2. DUTIES: A. Nominating Committee: This committee shall be composed of three members, and its duty shall be to submit the names of the candidates for the elective officers and the Executive Committee to this Society at the Annual Business Meeting. B. Membership Committee: This committee shall examine the credentials and investigate the professional and ethical qualifications of the candidates proposed for membership. This committee shall report its findings and recommendations to the Executive Committee. C. Professional Conduct: This committee shall investigate allegations of unethical conduct, as outlined in detail in CHAPTER 1, Section 5 of these Bylaws. D. Program: This committee shall recommend, arrange, and present programs for the regular and scientific meetings of this Society. E. Constitution and Bylaws: This committee shall consider all proposed amendments and revisions, and shall report recommendations to the Executive Committee. F. Health Plans and Insurance: This committee shall provide information and make recommendations to providers of health insurance, so as to contribute to and advance the best interest of the public. G. Hospital Affairs: This committee shall review all matters pertaining to hospital affairs and to present such recommendations to the Executive Committee. H. Public Information: This committee shall investigate and recommend programs to assure dissemination of oral and maxillofacial surgery information to the general public and health professions. I. Budget and Finance: This committee shall review the finances of this Society, prepare, and submit the budget to the Executive Committee. J. Political Activity: This committee shall inform the membership of political trends 16

17 influencing our specialty and encourage active participation in advancing our goals. Section 3. APPOINTMENTS: A. The members and chairpersons of the Standing Committees shall be appointed annually by the President. B. Special Committees may be appointed at the discretion of the President. Section 4. PRIVILEGES: Chairpersons of Standing Committees shall attend and have the right to vote at the meetings of the Board. CHAPTER V - FINANCES Section 1. FISCAL YEAR: The fiscal year shall begin July 1 of each calendar year and shall end on June 30 of the following calendar year. Section 2. DUES: A. Active, Associate, and Candidate Members shall remit annual dues for this Society no later than three (3) months from the due date. B. Inactive Members shall pay no dues until he/she resumes active practice and is reinstated as an active member. C. Retired, Life, Honorary, and Resident Members shall pay no dues. Section 3. NON-PAYMENT OF DUES A member who fails to pay dues within three (3) months from the due date shall be considered delinquent and shall be subject to expulsion, as outlined in CHAPTER 1, Section 5 of these Bylaws. Section 4. AUDIT The President shall appoint an Audit Committee to examine the financial records of this Society, when necessary, and the records will be reviewed/ audited at least every 5 years. 17

18 Section 5. BUDGET and FINANCE The president shall direct the Treasurer and the Budget Committee to create a fiscal budget for the calendar year and the budget shall be approved by the Executive Board/ Committee. The operating budget includes revenues and expenses related to the day-to-day operations of the society Included in the operating budget is a contingency fund to cover required expenditures that were not anticipated when the budget was prepared and approved. No funds are to be allocated from the contingency fund without the approval of the Executive Committee. Monies in excess of the day-to-day cash requirements of the Society (Operating Reserves) should be invested. Although the primary reason for Operating Reserves is to provide for contingencies, Operating Reserves also provide for (1) fiscal responsibility; (2) the replacement of fixed assets; and (3) operational flexibility. The primary investment objective of the core layer of operating reserves is to maximize income returns through the use of shorter-term fixed income assets while providing for the required level of liquidity, in a fashion consistent with the preservation of capital. CHAPTER VI - MEETINGS Section 1. TIME AND PLACE: There shall be at least two (2) meetings annually. The place shall be determined by the Executive Committee. Section 2. PARLIAMENTARY AUTHORITY: The Sturgis Standard Code of Parliamentary Procedure, as most recently revised, shall be the Parliamentary Authority for all activities of this Society not otherwise governed by the Bylaws of this Society. Section 3. ORDER OF BUSINESS: This Society shall adopt the following order of business: A. Call to order. B. Presentation of new members C. Reading of the minutes of previous meeting D. Report of the Treasurer 18

19 E. Report of the Executive Committee F. Reports of Standing Committee G. Reports of Special Committees H. Old Business and Correspondence I. New Business J. Adjournment Section 4. SPECIAL MEETINGS: A special meeting may be called by the President and also by written request signed by ten (10) members of this Society. CHAPTER VII - AMENDMENTS Amendments to the Bylaws shall follow the same procedure as established for amendments to the Constitution under Article VII of the Constitution. CHAPTER VIII INDEMNIFICATION Section 1: Definitions For purposes of this chapter A. Liability. Liability means any compensatory, punitive or other damages, judgment, amount paid in settlement, fine, penalty, excise tax assessed, with respect to an employee benefit plan, and cost or expense of any nature whatsoever, including without limitation attorney s fees and costs of proceedings. B. Indemnified Capacity. Indemnified capacity means any and all past, present, and future service by a representative in one or more capacities: (i) (ii) as a director, officer, employee, or agent of the Society or at the request of the Society, as a director, officer, employee, agent, trustee, or fiduciary of another corporation or any partnership, joint venture, trust, employee benefit plan, or other entity, enterprise or undertaking, including service as a representative that imposes duties on or involves service by the representative with respect to an employee benefit plan, its participants or beneficiaries; C. Proceeding. Proceeding means any threatened, pending or completed action, suit, appeal, or other proceeding of any nature, whether civil, criminal, 19

20 administrative or investigative, and whether formal or informal, and whether brought by or in the right of the Society, or otherwise; D. Representative. Representative means any person who: (i) serves or has served as a director, officer, employee, or agent of the Society, or (ii) has been expressly designated by the Executive Committee as a representative of the Society for purposes of and entitled to the benefits under this chapter VIII Section 2: Indemnification This society shall indemnify and hold harmless each officer and committee chair, and members of a committee now or hereafter serving this Society from and against any and all claims and liabilities to which he/she may become subject by reason of his/her now or hereafter being or having heretofore been an officer or member of a committee and/or by reason of his/her alleged acts or omissions as an officer or committee chair of this Society for all legal and other expenses reasonably incurred by him/her in connection with defending against any such claims and liabilities, provided, however, that officer or committee chair shall have been indemnified or reimbursed for any expenses incurred in defending against any claim or liability arising out of his/her own negligence or willful misconduct. The foregoing reports of officers and committee chairs shall not be exclusive of other rights in which they may be entitled lawfully. Subject to the subsequent provisions of this Section 2 and of Section 3, the Society shall indemnify a representative against any liability actually and reasonably incurred by the representative in connection with any proceedings in which he or she may be involved as a party or otherwise by reason of the fact that the representative is or was serving in an indemnified capacity, including without limitation any liability resulting from an actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence, or act or omission giving rise to strict or products liability, except to the extent: (a) the conduct of the representative is determined by a court to have constituted willful misconduct or recklessness; (b) the conduct of the representative is based upon or attributable to his or her receipt from the Society of a personal benefit to which the person is not legally entitled; (c) the liability of a representative is with respect to the administration of assets held by the Society in trust pursuant to section 5547 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended; or (d) such indemnification is expressly prohibited by applicable law or otherwise is unlawful. The Society shall indemnify a representative under the receding provisions of this Section 2 only if the representative acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Society and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, 20

21 order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith, and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Society and, with respect to any criminal proceedings, had reasonable cause to believe that his or her conduct was unlawful. Action with respect to an employee benefit plan taken or omitted in good faith by a representative in manner that he or she reasonably believed to be in the best interests of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of the Society. The Society shall not indemnify a representative under the preceding provisions of this Section 2 with respect to any claim, issue or matter as to which the representative has been adjudged to be liable to the Society in a proceeding brought by or in the right of the Society to procure a judgment in its favor, unless (and then only to the extent) that the Court of Common Pleas of the judicial district embracing the county in which the Society s registered office is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, the representative is fairly and reasonably entitled to indemnification from the Society for the expenses that such court deems proper. Unless ordered by the court, any indemnification of a representative under the preceding provisions of this Section 2 shall be made by the Society only upon a determination made in the specific case that such indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the preceding provisions of the Section 2. Such determination shall be made: (i) by a majority vote of a quorum of the Society consisting of members of the executive committee who were not parties to the proceeding, or (ii) if such a quorum is not obtainable, or if such a quorum is obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. To the extent that a representative has been successful on the merits or otherwise in defense of any proceeding referred to in Section 5741 or Section 5742 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, or in defense of any claim, issue or matter therein, such representative shall be indemnified by the Society against expenses (including without limitation attorneys fees and costs of proceedings) actually and reasonably incurred by such person in connection therewith. If a representative is entitled to indemnification under this Section 2 in respect of a portion, but not all, of a liability to which the representative is subject, the Society shall indemnify the representative to the maximum extent for such portion of the liability. Section 3: LIMITATION OF INDEMNIFICATION 21

22 Notwithstanding any other provisions of this Chapter VIII, the Society shall not indemnify a representative under this Chapter VIII for ay liability incurred in a proceeding which was initiated by the representative (which shall not be deemed to include counter-claims or affirmative defenses) or in which the representative anticipated as an intervener or amicus curiae, unless such initiation of or participation in the proceeding is authorized, either before or after commencement, by the affirmative vote of a majority of the Society s directors then in office who were and are not parties to the proceeding. Section 4: ADVANCEMENT OF EXPENSES The Society may pay, in advance of the final disposition of a proceeding described in Section 1 or the initiation of or participation in a proceeding authorized under Section 3, the expenses (including without limitation attorneys fees and costs of proceedings) incurred in good faith in connection with such proceeding by the representative who is involved in the proceeding by reason of the fact that he or she is or was serving in an indemnified capacity. Such determination shall be made: (i) by a majority vote of a quorum of the Board of Directors consisting of directors who were not parties to the proceeding, or (ii) if such a quorum is not obtainable, or if such quorum is obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. Such advance of expenses shall be made by the Society upon its receipt of an undertaking, satisfactory to the Society, by or on behalf of the representative to repay to the Society the amounts advanced by the Society in the event it is ultimately determined that representative is not entitled to indemnification under this Chapter XI. 22