"To improve the health of the public by increasing the amount and quality of clinical research through expanding and continually improving clinical research training."
By-Laws
BY-LAWS OF THE
ASSOCIATION for CLINICAL RESEARCH TRAINING
ARTICLE I
IDENTIFICATION
Section 1. Name. The name of the corporation is Association for Clinical Research Training ("Corporation").
Section 2. Principal Office and Resident Agent. The post-office address of the principal office of the Corporation is 1500 Sunday Drive, Ste 102, Raleigh, NC 27607, and the name and post-office address of its Resident Agent in charge of such office is Angela Kite.
Section 3. Seal. The seal of the Corporation, if any, shall be circular in form and mounted upon a metal die suitable for impressing the same upon paper. About the upper periphery of the seal should appear the words "Association for Clinical Research Training Program" The seal may be altered by the Board of Directors at its pleasure and may be used by causing it or a facsimile thereof to be impressed, affixed, printed or otherwise reproduced.
Section 4. Fiscal Year. The fiscal year of the Corporation shall begin at the beginning of the first day of January in each year and end at the close of the last day of December.
ARTICLE II
PURPOSE AND POWERS
Section 1. Type of Corporation. The Corporation is a public benefit corporation, as such is described in the Indiana Nonprofit Corporation Act of 1991 (the "Act").
Section 2. Purposes. The Corporation is formed to improve the business conditions of the community within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended ("Code"). In furtherance of such general purpose, the Corporation shall have the following specific purposes and powers:
(a) To foster and facilitate the training and education of clinical and translational investigators in the United States and abroad;
(b) To foster and facilitate the professional growth of its Members by providing a forum to discuss new developments in clinical and translational research training, advancements, funding, and other related opportunities
(c) To advocate for federal support for clinical and translational research education and training programs by Congress and at other national fora.
(d) To organize and sponsor an Annual Meeting that focuses on 1) career development issues and skill-building sessions relevant to scholars and investigators in clinical and translational research education and training programs 2) issues, updates and evaluation approaches relevant to researchers and program directors involved in fostering and training clinical and translational investigators 3) and provides a venue for networking and cultivating new ideas with multi-disciplinary colleagues involved in clinical and translational research education and training programs.
Section 3. Powers. Subject to any specific written limitations imposed by the Act, or otherwise by law or by the Articles of Incorporation, and in furtherance of the purposes set forth in Section 2 of this Article, the Corporation shall have all the statutory powers specified in the Act.
Section 4. Limitation Upon Purposes and Powers. The following specific limitations shall be imposed upon the foregoing purposes and powers:
(a) The Corporation shall not, by implication or construction, possess the power of engaging in any activities for the purpose of or resulting in pecuniary remuneration of its members, directors, or officers, or any private legal entity, as such; provided, however, that nothing shall prohibit reasonable compensation to members, officers or directors for services actually rendered to or for the Corporation affecting one of more if its purposes, nor shall the Corporation be prohibited from engaging in any undertaking for profit so long as such undertaking does not inure to the profit of its members. The Corporation shall issue no stock and shall pay no dividends at any time.
(b) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(c) The Corporation shall distribute its income for each taxable year at such time and in such
manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code or corresponding provisions of any subsequent federal tax laws.
(d) The Corporation shall not engage in any self-dealing as defined in Section 4941(d) of the Code
or corresponding provisions of any subsequent federal tax laws.
(e) The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the
Code or corresponding provisions of any subsequent federal tax law.
(f) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code or corresponding provisions of any subsequent federal tax laws.
(g) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code or corresponding provisions of any subsequent federal tax laws.
(h) Notwithstanding any other provisions of the By-Laws, the Corporation shall not conduct or carry on any activities not permitted to be conduced or carried on by an organization exempt under Section 501(c)(6) of the Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 107(c)(2) of the Code and regulations as they now exist or as they may hereafter be amended
(i) No member, director or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. Upon the dissolution of the Corporation and the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(6) of the Code and its regulations as they now exist or as they may hereafter be amended.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Duties, Election and Terms of Directors. All corporate powers shall be exercised by or under the authority of, and the business of the corporation managed under the direction of, its Board of Directors; subject to any limitations set forth in the Articles of Incorporation of the By-laws. A director may be elected to serve a two or three year term until the second next succeeding annual meeting of Members, or the third next succeeding annual meeting of Members, as the case may be, and until his or her successor shall have been elected and shall qualify.
Section 2. Number. The number of directors shall be not less than three (3) nor more than twenty-one (21), with the exact number of Directors for such year to be determined by the Board of Directors prior to the annual meeting or at any special meeting of the Board of Directors. Within such limits, the number of directors which shall constitute the whole Board shall be determined by the Members. A decrease in the number of directors shall be deemed to create vacancies to be filled in the manner provided by the By-laws.
Section 3. Vacancy on Board of Directors. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase, the Members may fill the vacancy, the Board of Directors may fill the vacancy, or if the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office. A vacancy that will occur at a specific date, by reason of a resignation effective at a later date, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Section 4. Resignation of Directors. A director may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary-Treasurer. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. An Active Member who ceases to be eligible for Active Membership by resigning his or her position as a Program Director or Associate Program Director of a Clinical Research Training Program (K30) while a director of the Corporation may complete his or her current term as such director.
Section 5. Removal of Directors. The Members, by a majority vote, may remove one or more directors with or without cause. A director may be removed only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
Section 6. Compensation. Directors shall be entitled to no compensation for services rendered as a Director.
ARTICLE IV
MEETINGS OF BOARD OF DIRECTORS
Section 1. Annual Meeting. The Annual Meeting of the Board of Directors shall be held at the same place and time as the annual meeting of the Members. At the Annual Meeting, and at all the other meetings of the Board, the President, or in his or her absence, the Immediate Past President, President-Elect or in his or absence, a chairperson chosen by the Directors present, shall preside.
Section 2. Regular Meetings. The Board of Directors may provide by resolution, the time and place for the holding of additional regular meetings of the Board.
Section 3. Special Meetings. Special meetings of the Board may be called by or at the request of the President of the Corporation or by any three (3) directors. Special Meetings shall be held at such place as specified in the call.
Section 4. Notice of Directors' Meetings. Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. All directors shall receive notice of the date and location of all annual or special meetings. Notice of annual and special meetings shall be given in writing at least fourteen (14) days in advance to all directors, delivered personally or sent by e-mail to each director at his or her address shown on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.
Section 5. Waiver of Notice by Director. A director may waive any required notice before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided below, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote or assent to action taken at the meeting.
Section 6. Quorum and Voting by Directors. For the transaction of all business or any particular business, a quorum (half plus one) of the Board of Directors consists of a majority of the number of directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors unless the Articles of Incorporation or another provision in the By-laws require the vote of a greater number of directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless he/she objects at the beginning of the meeting, or promptly upon his/her arrival, to holding it or transacting specified business at the meeting, or he/she votes against, or abstains from, the action taken.
Section 7. Action Without Meeting of Board of Directors. Action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.
Section 8. Board of Inquiry. The Board of Directors shall constitute a Board of Inquiry for the investigation of all charges brought against Members and shall have the sole power to move at an annual meeting that a Member be expelled from membership in the Corporation.
ARTICLE V
MEMBERS
Section 1. Classes and Qualifications. The Corporation shall have one class of Members which shall be designated as "Active Members." Any physician or scientist actively engaged as a Program Director or Associate Program Director of a Clinical Research Training Program (K30) who pays their annual membership dues shall be eligible for Active Membership in the Corporation.
Section 2. Voting Rights. Each Active Member shall be entitled to one vote on each matter submitted to a vote of the Members.. In the election of directors every Active Member is entitled to one vote for as many persons as there are directors to be elected at that time. There shall be no voting by proxy. Active Members do not have a right to cumulate their votes. Directors are elected by a plurality of the votes cast by the Active Members entitled to vote in the election at a meeting at which a quorum is present. The vote of a majority of the votes entitled to be cast by the Active Members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Active Members.
Section 3. Termination of Membership. An Active Member who ceases to be eligible for Active Membership by resigning his or her position as a Program Director or Associate Program Director of a Clinical Research Training Program (K30) shall be entitled to continued Active Membership until the next annual meeting following such resignation.
Section 4. Resignation of Members. Any member may resign by filing a written resignation with the Secretary-Treasurer.
Section 5. Member Certificates. Certificates of membership of the Corporation, if any, shall be in such form as shall be approved by the Board of Directors. They shall exhibit the member's name and the calendar year for membership and shall be signed by the President or the Secretary-Treasurer.
ARTICLE VI
MEETINGS OF MEMBERS
Section 1. Annual Meeting. The Corporation shall hold annually a meeting of the members in Spring each year or at such other time as determined by the Board of Directors. Annual meetings of Members may be held at such place, either in or out of the State of North Carolina, as may be fixed from time to time by resolution of the Board of Directors or in a waiver of notice thereof, signed as herein provided. The failure to hold an annual meeting at the time stated in or fixed in accordance with the Corporation's By-laws does not affect the validity of any corporate action. The Active Members shall annually elect a President Elect and a minimum of three (3) directors and every other year a Secretary-Treasurer.
Section 2. Special Meeting. The Corporation shall hold a special meeting of Members on the call of the President, the Board of Directors, or not less than twenty-five (25) percent of the members having voting rights. The record date for determining Members entitled to demand a special meeting is the date the first Member signs the demand. Special Members' meetings may be held at such place (in or out of the State of North Carolina) as may be fixed from time to time by resolution of the Board of Directors or in a waiver of notice thereof, signed as herein provided. Only business within the purpose or purposes described in the meeting notice required by Section 3 below of Article VI may be conducted at a special Members' meeting.
Section 3. Notice of Members' Meetings. The Corporation shall give Members written notice of the date, time and place of each annual and special Members' meeting. Such notice shall be given, either personally or by e-mail, no less than ten (10) days before the date of the meeting except that notice of a Members' meeting to act on an amendment of the Articles of Incorporation, a plan of merger, a proposed sale of assets, or the dissolution of the Corporation shall be given not less than twenty-five (25) nor more than sixty (60) days before the meeting. Written notice to a Member shall, be deemed to be delivered when deposited in the United States mail, if mailed post paid and correctly addressed to the Member's address shown in the Corporation's current record of Members. Unless otherwise provided by law, notice of an annual meeting need not state the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the record date for determining members entitled to notice of and to vote at an annual or special meeting is the close of business on the day before the effective date of the notice to the Members. If an annual or special meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time or place is announced at the meeting before adjournment.
Section 4. Waiver of Notice of Members' Meetings. A Member may waive any required notice before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the Member entitled to such notice, and be delivered to the Secretary-Treasurer of the Corporation for inclusion in the minutes or filing with the corporate records. A Member who attends a meeting waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Section 5. Action Without Meeting of Members. Action required or permitted by law to be taken at a meeting of the Members may be taken without a meeting and without action by the Board of Directors if the action is taken by all of the Members entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all of the Members entitled to vote on the action, and delivered to the Secretary-Treasurer of the Corporation for inclusion in the minutes or filing with the corporate records. Any action taken by unanimous written consent shall be effective according to its terms when all consents are in possession of the Corporation. A Member may withdraw consent only by delivering a written notice of withdrawal to the Corporation prior to the time that all consents are in the possession of the Corporation. Action taken under this Section 5 is effective as of the date specified therein, provided that the consent states the date of execution by each Member. The record date for determining Members entitled to take action without a meeting is the date the first Member signs the consent. A consent signed under this Section 5 has the effect of a unanimous vote of voting members.
Section 6. Quorum. Twenty (20) percent of the Members of the Corporation shall constitute a quorum at a meeting of Members. Once a member is present at a meeting the member is deemed present for quorum purposes for the remainder of the meeting and for adjournment of that meeting. Less than a quorum may adjourn the meeting.
Section 7. Order of Annual Meeting. Unless otherwise rearranged by the President, the order of the annual meeting of Members of the Corporation shall be:
Reading of the agenda
Changes to the ACRT BOD
Current Membership Report
Meeting Attendance Report
Financial Report
Report of Standing Committees
Questions from ACRT Members
Adjournment
Section 8. Record Date. Unless otherwise provided in the By-laws, the record date to make a determination of Members for any purpose shall be sixty (60) days before the meeting or action requiring a determination of Members, unless the Board of Directors selects some other record date less than sixty (60) days before such meeting or action.
Section 9. Members' List for Meeting. The officer or agent having charge of the record of Members of the Corporation shall make, at least ten (10) days before each meeting, a complete list of the Members, with the address of each. For a period of ten (10) days prior to the meeting, the list of Members shall be subject to inspection by any Member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection of any Member during the whole time and place of the meeting for the purposes thereof. The original record of Members shall be prima facie evidence as to who are the Members entitled to examine such list or records or to vote at any meeting of Members. The right of the Member of a Corporation to inspect such list prior to a meeting shall be subject to the satisfaction of the following conditions: (1) The Member must have been a member for at least six (6) months immediately proceeding the Member's demand; (2) The demand is made in good faith and for a proper purpose; (3) The Member described with reasonable particularity the purpose and the list the Member desires to inspect; and (4) The list is directly connected with the Member's purpose. If the requirements of this Section 9, Article VI, have not been substantially complied with, the meeting shall, on the demand of any Member in person or by proxy, be adjourned until the requirements are complied with. Refusal or failure to prepare or make available the Members list does not affect the validity of action taken at the meeting prior to the making of such demand, but any action taken by the members after them making of any such demand shall be invalid and of no effect.
ARTICLE VII
OFFICERS
Section 1. Required Officers. The Corporation shall have a President, President Elect, Immediate Past President, and Secretary-Treasurer. The same individual may simultaneously hold more than one office in the Corporation.
Section 2. Other Officers. The Corporation may have such other officers as may be deemed necessary by the Members.
Section 3. Duties of Officers. Each officer has the authority and shall perform the duties set forth in the By-laws or, to the extent consistent with the By-laws, the duties prescribed by the Board of Directors or by direction of an officer, authorized by the Board of Directors to prescribe the duties of other officers.
Section 4. Election and Term of Office. The officers of the Corporation shall be elected annually by the Members at the annual meeting of Members of the Corporation and shall hold office until their successors shall be elected and shall qualify. The President Elect shall succeed to the office of the President upon completion of the President's term, or at such time as the President leaves office. The President shall succeed to the office of the Immediate Past President upon completion of the President's term, or at such time as the President leaves office. The Secretary-Treasurer shall serve for two (2) years.
Section 5. Vacancies. Should the office of the President be vacated by the President and the President Elect, the Secretary-Treasurer shall succeed to the President. Should the offices of the Secretary-Treasurer become vacant during the term of office, the Board of Directors shall appoint a successor or successors to serve for the unexpired term of the predecessor officer(s).
Section 6. Resignation of Officers. An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future elective date, it may fill the pending vacancy before the effective date if the successor does not take office until the effective date. An Active Member ceases to be eligible for Active membership by resigning his or her position as a Program Director or Associate Program Director of a Clinical Research Training Program (K30) while an officer of the Corporation may complete his or her current term as such officer.
Section 7. Removal of Officers. The Board of Directors, by majority vote, may remove any officer at any time with or without cause.
Section 8. Salaries. The salaries, if any, of all Officers of the Corporation shall be fixed by the Board of Directors, pursuant to Article X hereof. An officer who is also a director of the Corporation shall not be precluded by that fact from receiving a reasonable salary for from voting on a resolution providing for his or her salary.
Section 9. President. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the Board of Directors and at all meetings of the Members, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall make a report to the Members at the annual meeting of the Members covering the activities of the Corporation and the Board of Directors for the full period of his or her term in office. Upon completion of the President's term in office, the President shall serve on the Board of Directors.
Section 10. President Elect. The President Elect shall, in the absence of the President, preside at all meetings of the Members and of the Board of Directors. In addition, he/she shall serve as the Chair of the Annual Conference Planning Committee.
Section 11. Immediate Past President. The Immediate Past President shall, in the absence of the President and the President Elect, preside at all meetings of the Members and of the Board of Directors.
Section 12. Secretary-Treasurer. The Secretary-Treasurer shall have responsibility for preparing and maintaining custody of minutes of the Directors' and Members' meetings and for authenticating records of the Corporation. The Secretary-Treasurer shall give, or cause to be given, notice of all meetings of the Board of Directors or members, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she may be. The Secretary-Treasurer shall have custody of the corporate seal of the Corporation and shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary-Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Secretary-Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Members and the Board of Directors at their annual meetings, or when the Members or the Board of Directors so require, a report of all the transactions as Secretary-Treasurer and of the financial condition of the Corporation. Withdrawals from all accounts of the Corporation shall require two signatures from two authorized personnel on the account. The books, accounts and vouchers of the Corporation maintained by the Secretary-Treasurer shall be examined at least once each year by the Finance and Audit Committee.
Section 13. Delegation of Authority. In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may deem sufficient, a majority of the entire Board of Directors may transfer or delegate the powers or duties of any officer to any other officer or officers for such length of time as the Board of Directors shall determine.
ARTICLE VIII
MEMBERS' COMMITTEES
Section 1. Standing Committees. The Corporation shall have the following Standing Members' Committees: Awards and Nominations Committee, Advocacy and Public Policy, Annual Program, Communications, Evaluation and Membership Committees.
Section 2. Committee Appointments. The President, in consultation with the President Elect, will appoint Members to the Standing Committees. Members will serve for a period of up to three (3) years for each appointment and shall be confirmed by a majority of the Board of Directors at their annual meeting. There shall be at least three (3) members of each Standing Committee, but the President with the confirmation of a majority of the Board of Directors, may determine the number of additional members on each Standing Committee. The Board shall appoint the Chairman of each Standing Committee. The Program Planning Committee Chair shall serve for one (1) year to commence on the date of the annual meeting; all other Committee Chairs shall serve for at least one (1) year.
Section 3. The Awards and Nominating Committee. The Awards and Nominating Committee is responsible for nominating member to fill Board vacancies. The Awards and Nominating Committee is also responsible for selecting the Distinguished Educator Award.
ARTICLE IX
VOTING UPON STOCK OF OTHER CORPORATIONS
Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of the shareholders of any corporation in which this Corporation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, this Corporation might possess and exercise if present.
ARTICLE X
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
AND PARTICIPATING IN CERTAIN ACTIVITIES
The Corporation shall not possess or exercise any power or authority either expressly, by interpretation, or by operation of law that will prevent it at any time from qualifying and continuing to qualify as a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code; nor shall it engage directly or indirectly in any activity which would cause the loss of such qualification. The Corporation is organized and shall be operated exclusively for the purposes set out in the Articles of Incorporation. No part of the assets or net earnings of the Corporation shall ever be used nor shall the Corporation ever be organized or operated for purposes that are not consistent with Section 501(c)(6) of the Code. The Corporation shall never be operated for the primary purpose of carrying on a trade or business for a profit. At no time shall the Corporation engage in any activities which are unlawful under the laws of the United States, the State of North Carolina or any other jurisdiction where its activities are carried out. No compensation, loan or other payment shall be paid to any officer, Board member, creator, organizer of the Corporation or substantial contributor to it, except as reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of the Corporation; no part of the assets or net earnings, current or accumulated, of the Corporation shall ever be distributed to or divided among such persons, or inure, be used for, or accrue to or benefit any such person or any private individual, except that the Corporation shall be authorized and empowered to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of the county or city in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XI
INVESTMENTS
The Corporation shall have the right to retain in specie all or any part of any securities or other property acquired by it in whatever manner, and to invest or reinvest any funds held by it, according to the judgment of the Board of Directors, without being subject to the restrictions as to the class of investments which a trustee is or may hereafter be permitted by law to make or to any similar restrictions.
ARTICLE XII
CORPORATE RECORDS
Section 1. Records.
(a) The Corporation shall keep as permanent records minutes of all meetings of the Members and Board of Directors, a record of all formal actions taken by the Members or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation.
(b) The Corporation shall maintain appropriate accounting records.
(c) The Corporation shall maintain a record of the Members, in a form that permits preparation of a list of the names and addresses of all Members, in alphabetical order
(d) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) The Corporation shall keep a copy of the following records at its principal office:
(i) The Articles of Incorporation and all amendments to them currently in effect.
(ii) The By-laws and all amendments to them currently in effect.
(iii) The minutes of all Members' meetings, and records of all action taken by Members without a
Meeting, for the past three (3) years.
(iv) All written communications to Members generally within the past three (3) years, including any financial statements furnished for the past three (3) years as required by the North Carolina Business Corporation Law, and acts amendatory.
(v) A list of the names and business addresses of its current Directors and Officers.
(vi) Its most recent annual report delivered to the Secretary of State.
Section 2. Member's Right to Inspect and Copy; Limitation on Use. A Member may inspect and copy the Corporation's records only as permitted by the North Carolina Business Corporation Law, and acts amendatory. The Member, the Member's agents and attorneys, and any other person who obtains the information may use and distribute the records and the information only for the purposes and to the extent permitted by the North Carolina Business Corporation Law, and acts amendatory, and shall use reasonable care to ensure that the restrictions imposed by the North Carolina Business Corporation Law, and acts amendatory that are observed. The right to copy records includes, if reasonable, the right to receive copies made by photographic or other means.
ARTICLE XIII
REPORTS
Section 1. Annual Financial Reports to Members.
(a) On written request of any member, the Corporation shall prepare and mail to the Member annual financial statements, which may be consolidated or combined statements of the Corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year most recently completed, an income statement for that year, and a statement of changes in Members' equity for that year, if applicable, unless that information appears elsewhere in the financial statements. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation's accounting records:
(i) Stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles, and if not, describing the basis of preparation; and
(ii) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
Section 2. Reports to Members of Indemnification. If the Corporation indemnifies or advances expenses to a Director under the Articles of Incorporation, the By-laws or otherwise, in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the Members with or before the notice of the next Member's meeting.
Section 3. Annual Reports to the Secretary of State. The Secretary-Treasurer of the Corporation shall cause each annual report to the Secretary of State of Indiana to be filed as required by the Indiana Business Corporation Law, and acts amendatory.
ARTICLE XIV
EXECUTION OF INSTRUMENTS
Section 1. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for the payment of money, obligations, notes or other evidences of indebtedness of the Corporation shall be signed or endorsed by such officer or officers, employee or employees of the Corporation as shall from time to time be designated by the Board.
Section 2. Contracts. All contracts, agreements, deeds, conveyances, mortgages and similar instruments authorized by the Board of Directors shall be signed, unless otherwise directed by the Board of Directors or required by law, by the President and attested by the Secretary-Treasurer.
ARTICLE XV
FUNDS
Section 1. Depository. The funds of the Corporation shall be deposited in a depository or depositories to be selected by the Board of Directors of the Corporation.
Section 2. Withdrawal of Funds. The funds of the Corporation may be withdrawn and disbursed by such officers as may be designated by the Board of Directors.
ARTICLE XVI
AMENDMENTS
The Corporation's Board of Directors may amend or repeal the corporation's By-laws except to the extent that the Members in adopting or amending particular by-laws provide expressly that the Board of Directors may not amend or repeal that by-law.
ARTICLE XVII
THE INDIANA NONPROFIT CORPORATION ACT OF 1991
The provisions of the Indiana Nonprofit Corporation Act of 1991, as amended, applicable to any of the matters not herein specifically set covered by these by-laws, are hereby incorporated by reference in, and made a part of, these by-laws.
Adopted as the By-laws of the Corporation as of the 20th day of September, 2002.
Signed by:
Gordon H. Williams, MD
President