Academy of Osseointegration Proposed Bylaws

Academy of Osseointegration Proposed Bylaws

ARTICLE I
NAME

The name of the corporation is Academy of Osseointegration (“Academy”).

ARTICLE II
EXEMPT PURPOSE

The Academy is an Illinois not-for-profit corporation organized and operated for nonprofit purposes in accordance with Internal Revenue Code Section 501(c)(6) and, more specifically, for the purposes set forth in the Academy’s Articles of Incorporation (“Exempt Purpose”).

ARTICLE III
REGISTERED OFFICE AND AGENT

The Academy shall have and continually maintain in the State of Illinois a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the State of Illinois as the Academy’s Board of Directors (“Board”) may from time to time determine.

ARTICLE IV
MEMBERS

1. Members. Membership in the Academy may include various categories as determined by the Board. Membership categories include: Fellows, Honorary Fellows, Active Members, Life Members, Retired Members, Affiliate Members and Student Members. The Board may add or remove membership categories pursuant to an amendment to these Bylaws. Membership shall be composed of individuals who support the purposes of the Academy and who agree to comply with the Academy’s Bylaws, rules, regulations, and other governing documents. The Academy shall maintain a policy(ies) setting forth the specific rights, requirements, dues, and other prerequisites applicable to the membership categories, which may be amended from time to time by the Board. In the event of any conflict between these Bylaws and the policy(ies) applicable to the membership, these Bylaws shall govern.

2. Election of Members. Members shall be elected in accordance with policies/procedures adopted by the Board. Applications for membership in the Academy shall be considered by the Membership and Credentials Committee, which shall make recommendations for membership to the Board. A majority vote of the Board shall be required to elect a member.

3. Voting and Other Rights. Fellows, Active Members, and Life Members shall be entitled to one vote on each matter submitted to a vote of the members. Honorary Fellows, Affiliate Members, Retired and Student Members have no voting rights, and may not serve as directors or officers.

4. Yearly Review. Continuing eligibility for membership may be reviewed each year by the Board. Those members found no longer eligible for membership shall have their membership terminated as provided in Section 5 below.

5. Resignation and Termination of Membership.

A. Resignation. A member may resign from membership in the Academy by providing a written resignation to the Academy Executive Director or such other person as may be designated by the Board, but such resignation shall not relieve the member so resigning of the obligation to pay any
dues, assessments, or other charges accrued and unpaid. Members who resign their membership are not entitled to the return of previously paid annual dues or any portion thereof.

B. Termination of Membership. The Academy may terminate the membership of any member if the Board determines such member has engaged or is engaging in conduct that: (i) violates the Bylaws, policies, procedures, rules or regulations of the Academy, as may be amended from time to time; or (ii) is otherwise contrary to the interests of the Academy. In the event the Board seeks to terminate any membership in accordance with this provision, the Academy will notify the member that the Board will consider terminating his/her membership during a meeting of the Board scheduled not less than twenty-one (21) days following the date the notice is provided to the member. The notice shall also inform the member that he/she may submit a written response to the Board in advance of the meeting which the Board will review and consider when it determines whether to terminate his/her membership. The decision of the Board regarding whether to terminate the membership of any member is final and not subject to appeal. A member whose membership is terminated is not entitled to the return of previously paid annual dues or any portion thereof.

C. Automatic Termination. Members whose annual dues and/or assessments have not been paid six (6) months after becoming due shall be considered to have voluntarily resigned their membership and their membership will automatically terminate without further notice, and said termination will be deemed to have occurred on the date their dues was initially due, and their Journal of Oral and Maxillofacial Implants subscriptions (JOMI) will terminate three (3) months following the termination date.

6. Transfer of Membership. Membership in this Academy is not transferable or assignable.

7. Reinstatement. Former members of the Academy whose membership was terminated pursuant to Article IV, Section 5.C. may be reinstated to members in good standing by payment of all back dues within a one (1) year period following their termination date.

ARTICLE V
MEETINGS OF MEMBERS

1. Annual Meeting. An annual meeting of the members shall be held each year for purposes of electing directors and officers (to the extent director elections did not take place prior to the annual meeting as hereinafter provided) and for the transaction of such other business as may come before the meeting.

2. Special Meetings. Special meetings of the members may be called by the President, the Board, or by not less than one-third of the voting members.

3. Place of Meeting. The Board may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the registered office of the Academy in the State of Illinois.

4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered to each member entitled to vote not less than five (5) nor more than sixty (60) days before the date of such meeting, or, in the case of a removal of one (1) or more directors, a merger, consolidation, or dissolution, or a sale, lease, or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose(s) for which the meeting is called shall be stated in the notice. Any member may waive notice of any meeting. The attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and presents his/her objection at the beginning of the meeting or promptly upon his/her arrival.

5. Informal Action by Members. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required to be taken at any annual or special meeting of the members, or any action which may be taken at any annual or special meeting of such members, may be taken via ballot without a meeting in writing by mail, email, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes, or such larger number as may be required by law, the Articles of Incorporation, or these Bylaws; provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than five (5) days from the date the ballot is delivered; provided, however, in the case of a removal of one (1) or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than twenty (20) days from the date the ballot is delivered. Such informal action by members shall become effective only if, at least five (5) days prior to the effective date of such informal action, a notice in writing of the action is delivered to all members entitled to vote with respect to the subject action.

6. Quorum. Thirty (30) voting members of the Academy shall constitute a quorum for the transaction of business at any duly called meeting of the members, provided that if less than a quorum is present, a majority of the voting members present may adjourn the meeting to another time without further notice.

7. Proxies. At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or the member’s duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

8. Manner of Acting. The affirmative vote of a majority of the members at the meeting at which a quorum is present shall be the act of the members, unless the vote of a greater number is required by the General Not For Profit Corporation Act, the Articles of Incorporation, or these Bylaws.

9. Procedure. The Standard Code of Parliamentary Procedure shall be used as parliamentary authority for the conduct of meetings of the members.

ARTICLE VI
BOARD OF DIRECTORS

1. General Powers. The affairs of the Academy shall be managed by its Board.

2. Number. The Board shall consist of twelve (12) directors. The number of directors may be decreased to not fewer than three (3) or increased to any number from time to time by amendment of this Section. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director.

3. Qualifications. In order to serve as a director, an individual must: (i) be over the age of eighteen (18); (ii) be dedicated to advancing the Academy’s Exempt Purpose; (iii) be a member of the Academy; (iv) be independent (as defined in this Section); and (v) not have a business or family relationship with any other director, officer, or employee of the Academy. An individual is not required to be a resident of the State of Illinois in order to serve on the Board. An individual shall be considered independent if: (i) the individual is not compensated by the Academy as an employee; (ii) the individual does not receive total compensation or other payments exceeding $10,000 during the Academy’s tax year from the Academy or from a related organization(s) as an independent contractor; (iii) the individual’s compensation is not determined by individuals or organizations who are compensated by the Academy; (iv) the individual does not receive, directly or indirectly, material financial benefits from the Academy except as a member of the charitable class served by the organization; and (v) the individual is not related to anyone described above (as a spouse, sibling, parent, or child) or reside with any person so described. Any director who, in the Board’s discretion, fails at any time to meet the qualifications set forth in this Section, shall be considered to have voluntarily resigned from the Board pursuant to Section 15 of this Article VI, provided however that no notice of said resignation by the director is required, and the effective date of said resignation will be determined by the Board.

4. Composition, Election, and Term. The Board shall consist of the Academy President, President-Elect, Immediate Past President, Vice President, Treasurer, Secretary (“Officer-Directors”), and six (6) at-large directors (“At-Large Directors”) The directors shall be nominated and elected in accordance with Article X, Section 2.A. of these Bylaws. The Officer-Directors shall serve on the Board for the terms of their office and continue until their resignation, removal, death, or until their terms in office expires and their successors are elected. The At-Large Directors shall serve up to two (2) consecutive three (3) year terms, and continue until their resignation, removal, death, or until their term expires and successors are elected. Upon affirmative action of the Board, an At-Large Director who has served two (2) consecutive terms, may serve one (1) additional year following the conclusion of his/her term.

5. Regular Meetings. A regular annual meeting of the Board shall be held without other notice than these Bylaws, in conjunction with the annual meeting of the members. The Board may provide by resolution the time and place for holding of additional regular meetings of the Board without other notice than such resolution.

6. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two directors. The person(s) authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any such special meeting.

7. Notice. Notice of any special meeting of the Board shall be given in writing at least two (2) days prior to the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.

8. Waiver of Notice. A director may waive notice of any meeting. Attendance by a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

9. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice.

10. Chair. The President shall act as chair of the Board at all meetings of the Board and members.

11. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law or these Bylaws.

12. Vacancies. Any vacancy occurring in the Board which is not filled pursuant to Article VII, Section 5, or as otherwise set forth in these Bylaws, may be filled by the affirmative vote of a majority of the remaining directors. The President shall recommend individuals to the Board to fill such vacancies. A director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office.

13. Compensation. Directors shall not receive compensation for their services as directors. However, in accordance with the Academy’s Expense Reimbursement Policy, directors may be reimbursed for their reasonable travel and other qualified expenses.

14. Informal Action by Directors. Any action required or that may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the directors. The consent shall be evidenced by a written document(s) setting forth the action taken and providing a written record of the directors’ approvals. All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the Academy’s corporate records. The action taken shall be effective when all the voting directors approve the consent, unless the consent specifies a different effective date.

15. Resignation. A director may resign at any time by written notice delivered to the Board, the President, or the Secretary. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. A director who fails to return to the Academy the completed Annual Conflict of Interest Disclosure Statement required by the Academy’s Conflict of Interest Policy by the due date established by the Board, knowingly and voluntarily resigns effective as of the day after said due date. A director who fails to participate in three (3) consecutive Board meetings, without the Board’s permission, knowingly and voluntarily resigns at the conclusion of the third (3rd) consecutive Board meeting.

16. Removal of Directors. A director may be removed with or without cause, as specified by statute.

17. Presumption of Assent. A director present at a meeting of the Board at which action on any Academy matter is taken shall be conclusively presumed to have assented to the action taken unless his/her dissent is entered in the minutes of the meeting or unless he/she files his/her written dissent to such action with the secretary of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the Academy Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

18. Telephonic or Electronic Participation. Members of the Board or any committee may participate in and act at any meeting through teleconference or other communications equipment which allows all persons participating in the meeting to communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

19. Procedure. The Standard Code of Parliamentary Procedure shall be used as Parliamentary authority for the conduct of Board meetings.

ARTICLE VII
OFFICERS

1. Officers. The officers of the Academy include the President, President-Elect, Vice President, Immediate Past President, Secretary, Treasurer and such other officers as may be elected in accordance with this Article. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board. An individual may not simultaneously hold more than one
(1) office.

2. Election and Term of Office. The President, President-Elect, Vice President, Immediate Past President, Secretary, and Treasurer shall be elected annually by and from the eligible voting membership, and shall serve as ex-officio members of the Board. Candidates for office shall be nominated and elected in accordance with Article X, Section 2.A of these Bylaws. The President, President-Elect, Vice President, and Immediate Past President shall each serve a one (1) year term commencing at the close of the annual meeting during which they were elected to office and terminating at the time their successor’s term commences. The Secretary and Treasurer shall each serve a four (4) year term commencing at the close of the annual meeting during which they were elected to office and terminating at the time their successor’s term commences. No officer shall serve two (2) consecutive terms in the same office, unless elected to a partial term as contemplated by Section 6 of this Article VII.

3. Resignation/Removal. An officer may resign at any time upon written notice to the Board. A resignation is effective when delivered unless the resignation specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. An officer who fails to return to the Academy the completed Annual Conflict of Interest Disclosure Statement required by the Academy’s Conflict of Interest Policy by the due date established by the Board, knowingly and voluntarily resigns effective as of the day after said due date. An officer who fails to participate in three (3) consecutive Board meetings, without the Board’s consent, knowingly and voluntarily resigns at the conclusion of the third (3rd) consecutive Board meeting. An officer may be removed in the same manner as a director.

4. Vacancies. A vacancy in any office may be filled by the President with the Board’s approval for the unexpired portion of the term, except as otherwise provided in these Bylaws.

5. President. The President shall preside at all member and Board meetings, oversee the implementation of all resolutions and directives of the Board, and discharge all duties incident to the office of President and such other duties as may be prescribed by the Board. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Academy, or a different mode of execution is expressly prescribed by the Board or these Bylaws, the President may execute for the Academy any contracts, deeds, mortgages, bonds, or other instruments the Board authorized to be executed, either individually or with the Secretary or any other representative authorized by the Board, according to the requirements of the form of the instrument. The President shall assure the advisory committees of the Board are properly appointed and charged. The President is an ex-officio member, without the right to vote, of all advisory committees.

6. Immediate Past President. The Immediate Past President shall perform such other duties as, from time to time, may be requested by the President or the Board.

7. President-Elect. The President-Elect shall assist the President in the discharge of the President’s duties, as the President may direct, and shall perform such other duties as assigned by the President or the Board. The President-Elect shall succeed to the Presidency upon the expiration of the President’s term, or upon the death, resignation or permanent incapacity of the President. Also, in the absence of the President, or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions on the President.

8. Vice President. In the absence of the President and President-Elect or in the event of the President’s or President-Elect’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all powers of and be subject to all of the restrictions upon the President. The Vice President shall keep the Board Policies up to date and shall perform such other duties as, from time to time, may be assigned to the Vice President by the President or the Board.

9. Secretary. The Secretary shall cause minutes of the meetings of the Board and all committees to be kept and recorded in one (1) or more books provided for that purpose or as otherwise specified by the Board; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; ensure the Academy’s corporate records are securely maintained at the Academy’s principal business office; ensure the Academy maintains a complete and current list of the Academy’s members, directors, officers, and committee members; and perform all duties incident to the office and such other duties as from time to time may be assigned to the Secretary by the President or the Board.

10. Treasurer. The Treasurer shall: (i) be the principal financial officer of the Academy; (ii) have charge of and be responsible for the maintenance of adequate books of account for the Academy; (iii) deliver, or ensure the delivery of, annual financial reports as designated by the Board; and (iv) perform the duties incident to the office of Treasurer and such other duties as assigned by the President or the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board shall determine.

ARTICLE VIII
EXECUTIVE DIRECTOR

The Board shall employ a full-time Executive Director (“ED”) to be the chief operating officer of the Academy. The ED shall: be directly responsible to the Board; perform such duties as typically performed by a chief operating officer; be responsible for and have general authority with respect to administration and management of the executive office of the Academy; be responsible for implementing the budgets, policies, procedures, and directions of the Board, and of all continuing and day-to-day operations of the Academy; be responsible for preparing, assuring the accuracy of, executing, and timely filing all government forms and filings required by law on behalf of the Academy; negotiate and execute any contract on behalf of the Academy provided its terms fall within the parameters of the budget and strategic plan approved by the Board; be authorized to speak on behalf of and in the name of the Academy in the expression of policies established by the Board; and perform such other duties and exercise such other authority as determined from time to time by the Board. All Academy employees and contractors shall report to the ED unless otherwise directed by the Board or required by law.

ARTICLE IX
COMMITTEES, ADVISORY COMMITTEES AND TASK FORCES

1. Committees. In addition to the standing committees identified in these Bylaws, the Board, by resolution adopted by a majority of the directors, may designate and appoint committees of two (2) or more directors and such other persons as the Board designates, provided a majority of each committee’s members are directors, and provided a director serves as committee chair. The committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Academy. However, no committee shall have the power or authority to: (i) adopt a plan for the distribution of the assets of the Academy, or for dissolution; (ii) fill vacancies on the Board or any of its committees; (iii) elect, appoint, or remove any officer or director or member of any committee, or fix the compensation of any member of a committee; (iv) adopt, amend, or repeal these Bylaws or the Articles of Incorporation; (v) adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Academy; or (vi) amend, alter, repeal, or take action inconsistent with any resolution or action of the Board when the resolution or action of the Board provides by its terms that it shall not be amended, altered, or repealed by action of a committee. The designation of a committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual director, of any responsibility imposed on it, him, or her by law.

2. Advisory Committees, Task Forces, and Other Advisory Bodies. In addition to those identified in these Bylaws, the Board, by resolution adopted by a majority of the directors, may designate advisory committees, task forces, and/or other advisory bodies (collectively, “advisory committees”), which shall not have or exercise the authority of the Board. Other than as specified in these Bylaws, advisory committees shall consist of such persons as the Board designates, and the Board shall determine whether, if at all, an advisory committee must include directors. The advisory committee may not act on behalf of the Academy or bind it to any actions, but may make recommendations to the Board or to the officers of the Academy. The composition of all advisory committees must be approved by the Board.

3. Governance Provisions Applicable to Committees and Advisory Committees.

A. Terms. Unless otherwise prescribed by these Bylaws or the Board, committee and advisory committee member terms shall commence on the date the committee or advisory committee member is appointed and end at the meeting of the Board held in conjunction with the annual meeting of the members.

B. Resignation/Removal. A committee or advisory committee member may resign at any time by providing written notice to the Academy Secretary. A committee or advisory committee member may be removed by the Board for any reason, or no reason, at any time.

C. Vacancies. Vacancies in the membership of any committee shall be filled by the Board. Vacancies in the membership of any advisory committee shall be filled by the President or the Board.

D. Chair. To the extent these Bylaws or the resolution establishing a committee or advisory committee does not identify a chair for the committee or advisory committee, the President shall, with the approval of the Board, designate the chair. In the absence of a designated chair, the committee or advisory committee members in attendance at a meeting of the committee or advisory committee shall select a chair for that meeting from among those committee or advisory committee members present.

E. Meetings. Regular meetings of a committee or advisory committee may be established by the Board or the committee or advisory committee. Committee or advisory committee meetings may also be called by the Board, the President, the committee or advisory committee chair, the ED, or by a majority of the committee or advisory committee members.

F. Notice. Written notice of any committee or advisory committee meeting shall be delivered at least two (2) days in advance of any committee or advisory committee meeting.

G. Waiver of Notice. Notice of any committee or advisory committee meeting may be waived in writing signed by the person(s) entitled to the notice either before or after the time of the meeting. The attendance of an individual at any meeting shall constitute a waiver of notice of such meeting, except when the individual attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

H. Quorum. A majority of a committee or advisory committee shall constitute a quorum, unless otherwise provided in these Bylaws or the resolution of the Board establishing a committee or advisory committee.

I. Manner of Acting. The act of a majority of the committee or advisory committee members present at a meeting at which there is a quorum shall be the act of the committee or advisory committee, unless the act of a greater number is required by statute, these Bylaws, or the Articles of Incorporation.

J. Participation at Meetings by Teleconference. A committee or advisory committee member may participate in and act at any meeting of a committee or advisory committee through teleconference or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person(s) so participating.

K. No Proxy Voting. No committee or advisory committee member may act by proxy on any matter.

L. Annual Board Report. At least annually, and in addition to any other reporting responsibilities, the committee or advisory committee shall provide a written report to the Board describing its activities during the previous year along with recommendations, if any, applicable to its activities.

M. Guidelines and Rules. The Board may adopt additional guidelines or rules for a committee or advisory committee as it deems necessary and appropriate. Each committee or advisory committee may adopt rules for its own governance not inconsistent with these Bylaws, the resolution establishing the committee or advisory committee, or any rules adopted by the Board for the committee or advisory committee.

N. Authority of the Board. The Board may, at any time, dissolve, reconstitute, alter, remove a member of, or take any other action with regard to a committee or advisory committee, which the Board determines to be in the Academy’s best interest.

ARTICLE X
STANDING COMMITTEES
AND STANDING ADVISORY COMMITTEES

1. Standing Committees. Subject to Article IX, the Academy shall have the following standing committees:

A. Executive Committee. The Executive Committee (“EC”) shall consist of the officers of the Academy: the President, Immediate Past President, President-Elect, Vice President, Treasurer, and Secretary. The ED will be an ex-officio, non-voting member of the EC. Subject to the limitations provided by applicable law, the EC shall act on behalf of the Board when a situation demands timely action by the Academy and it is not practicable to call a meeting of the Board. The EC shall determine in its sole discretion whether such a situation exists. The EC shall notify the Board of the situation and inform the Board of its actions as soon as possible. The EC shall also: (i) serve as a resource for the ED; and (ii) perform such other duties and responsibilities as may be assigned by the Board.

B. Finance and Audit Committee. The Finance and Audit Committee shall consist of five (5) members, including the Vice President (who will be the chair) the President-Elect, Treasurer, and two other Fellows, Active, or Life Members who are not directors. In concert with the Treasurer and the ED, the Committee shall: (i) ensure the Academy’s financial resources are used to advance the Academy’s Exempt Purpose; (ii) develop and transmit recommendations for the Academy’s annual budget to the Board by the date set by the Board; (iii) ensure quarterly and annual budget-to-actual financial reports are provided to the Board and any committee and/or individual as may be directed by the Board; (iv) ensure the Academy has an independent review or audit of its financial statements annually; (v) review the results of the Academy’s annual independent review or audit, the report of the independent accountant/auditor, any related management letter, and the Academy’s responses to recommendations made by the independent accountant/auditor; (vi) inquire into any financial matters deemed necessary by the Board or any officer; (vii) provide periodic reports to the Board regarding the Committee’s activities and recommendations; and (viii) perform such other duties and responsibilities as may be assigned by the Board.

2. Standing Advisory Committees. Subject to the provisions of Article IX, the Academy shall have the following standing advisory committees:

A. Nominating Committee. The Nominating Committee shall consist of six (6) members including the President-Elect (who will be chair), the Immediate Past President and four (4) other Fellows, Active, or Life Members who are not directors and who are appointed by the President-Elect. Unless removed from, or unable or unwilling to serve in, the subject office, following their respective terms; i) the Vice-President shall automatically become the President-Elect; ii) the President-Elect shall automatically become the President; and (iii) the President shall automatically become the Immediate Past President. Otherwise, the Committee shall be responsible for soliciting, qualifying, and nominating individuals for election as Officer-Directors and At-Large Directors. In making each nomination, the Committee shall seek individuals who possess the requisite backgrounds, education, training, and experience that will best serve the Academy’s interest. Prior to making a nomination, the Committee shall: (i) consult with the Board regarding potential nominees; (ii) confirm the qualifications of any potential nominee; (iii) make available to all potential nominees the Academy’s applicable governing documents, including without limitation, the Academy’s Bylaws and Conflict of Interest Policy; (iv) inform potential nominees of the duties and responsibilities of the Board; and (v) obtain from potential nominees a signed acknowledgement stating they: (a) reviewed and understand the duties and responsibilities of the Board; (b) are qualified and willing to serve on the Board; (c) will, if elected, perform to the best of their abilities, the duties and responsibilities of the Board; (d) reviewed and understand the Academy’s governing documents, including without limitation, the Academy’s Bylaws and Conflict of Interest Policy and shall abide by the same; and (e) shall complete and return to the Academy the Annual Conflict of Interest Disclosure Statement by the due date established by the Board, and, if they fail to do so, they knowingly and voluntarily resign. The Committee shall make nominations within the time specified by these Bylaws, or, if not specified by these Bylaws, as specified by the Board. In addition to the foregoing duties and responsibilities, the Committee shall perform such other duties and responsibilities as the Board shall assign from time to time. The specific nomination process shall be set forth in a policy determined by the Board, which policy shall not be inconsistent with these Bylaws.

After consultation with the Board, the Committee shall recommend a slate of candidates approved by the Board (“Slate”) to the voting members by November 30th. No member of the Committee shall be eligible for election. Alternate nomination petitions, including the names of proposed alternate candidates to any or all of those contained in the Slate, signed by no less than twenty percent (20%) of the total number of members eligible to vote, will be accepted on or before December 31st. For purposes of this paragraph, the total number of members entitled to vote shall include all members entitled to vote on or before the preceding November 30th. Alternate nomination petitions must be submitted to the Academy headquarters in the form designated by the Committee from time to time. The required form for alternate nomination petitions shall be maintained at the Academy headquarters and made available upon request.

If valid alternate nomination petitions are received, a vote of the eligible voting members will be conducted either via electronic or letter ballot in accordance with Illinois law. The Academy headquarters shall email or mail (first class) to each voting member a ballot that includes the candidates identified in the Slate and the alternate nomination petition and notice of the final date the return ballots will be accepted. The election shall remain open for thirty (30) days from the date the Academy transmits the ballot. The candidates receiving the most votes by return ballot shall be elected by acclamation at the annual meeting; provided if the applicable law requirements for ballot voting are not met, the election will be considered null and void, and the alternate nomination petition considered stricken as if none had been received.

If no valid alternate nomination petitions are received or validated, the Slate shall be elected by acclamation at the next annual meeting of the members (typically conduced in February or March).

B. Membership and Credentials Committee. The Membership and Credentials Committee shall be comprised of the Chair, Vice Chair and as many members as deemed necessary to carry out the duties and responsibilities of the committee and shall (i) identify and contact prospective and viable candidates for membership in the Academy; (ii) review applications for membership; (iii) make recommendations to the Board regarding all applicants for membership; (iv) periodically review the Academy’s membership categories, dues, voting and other rights, and make recommendations to the Board regarding any amendments to the same; and (v) perform such other duties and responsibilities as may be assigned by the Board.

ARTICLE XI
FINANCIAL MATTERS

1. Contracts. The Board may authorize any officer(s) or agent(s) of the Academy, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Academy, and such authority may be general or confined to specific instances.

2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Academy, shall be signed by such officer(s) or agent(s) of the Academy and in such manner as shall from time to time be determined by resolution of the Board.

3. Deposits. All funds of the Academy shall be deposited from time to time to the credit of the Academy in such banks, trust companies or other depositories as the Board may select.

4. Gift. The Board may accept on behalf of the Academy any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Academy.

5. Loans. Loans from the Academy to any person or entity are prohibited.

6. Budget. The Board shall adopt a budget in advance of each fiscal year. The affairs of the Academy shall be conducted in accordance with the Academy’s annual budget as approved or amended by the Board.

7. Financial Policies and Procedures. The Board shall adopt financial policies and procedures which shall: (i) include prudent financial controls; and (ii) require the Academy’s financial books and records be kept in accordance with a Modified Cash Basis of Accounting.

ARTICLE XII
CERTAIN STANDING POLICIES

The Academy shall adopt and maintain a: (i) Conflict of Interest Policy; (ii) Record Retention Policy; (iii) Disqualified Person and Key Employee Compensation Policy; and (iv) Whistleblower Protection Policy.

ARTICLE XIII
BOOKS AND RECORDS

The Academy shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board and committees having authority of the Board, and shall keep at its registered or principal office a record of the names and addresses of the members.

ARTICLE XIV
FISCAL YEAR

The fiscal year of the Academy begins on January 1 and ends on December 31 each year.

ARTICLE XV
DUES

The Board may determine from time to time the amount of initiation fee, if any, and annual dues, if any, payable to the Academy by its members, and the date(s) the same are due to the Academy.

ARTICLE XVI
NOTICE

1. Electronic Notice. Notice or action required to be in writing by the Illinois General Not-for-Profit Corporation Act (“Act”), the Articles of Incorporation, or these Bylaws may be in electronic form and transmitted or delivered by electronic means including, without limitation, email.

2. Delivered Defined. Any notice required under the Act, the Articles of Incorporation, or these Bylaws shall be deemed “delivered” when it is: (i) transferred or presented to someone in person; (ii) deposited in the United States Postal Service mail, addressed to the person at his, her or its address as it appears on the records of the Academy, with sufficient first-class postage prepaid thereon; or (iii) in the case of an electronic notice, as of the date and time it is transmitted by the Academy to the email, fax, or other electronic contact information for an individual appearing in the Academy’s records. A notice or action transmitted to the Academy by electronic means shall be deemed delivered as of the date and time it is actually received by the Academy.

3. Waiver. Whenever any notice is required to be given under the Act or the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVII
INDEMNIFICATION

1. Indemnification in Actions Other Than by or in the Right of the Academy. The Academy shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Academy) by reason of the fact that he/she is or was a director, officer, employee, or agent of the Academy, or is or was serving at the request of the Academy as a director, officer, employee, or agent of another association, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Academy and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, 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 he/she reasonably believed to be in or not opposed to the best interests of the Academy or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his/her conduct was unlawful.

2. Indemnification in Actions by or in the Right of the Academy. The Academy shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Academy to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the Academy, or is or was serving at the request of the Academy as a director, officer, employee, or agent of another association, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Academy, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the
Academy, unless, and only to the extent the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

3. Right to Payment of Expenses. If a director, officer, employee, or agent of the Academy is successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.

4. Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the Academy only upon a determination that indemnification of the director, officer, employee or agent is proper because he/she met the applicable standard of conduct set forth in this Article. Such determination shall be made: (a) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (b) by independent legal counsel in a written opinion.

5. Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Academy in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount.

6. Other Rights. The indemnification provided in this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Bylaws, any agreement, vote of members or disinterested directors, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office. Indemnification provided hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

7. Insurance. The Academy may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Academy, or who is or was serving at the request of the Academy as a director, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his/her status as such, whether or not the Academy would have the power to indemnify such person against such liability under the provisions of this Section.

ARTICLE XVIII
AMENDMENTS TO BYLAWS

The Board shall have the power to alter, amend, or repeal the Bylaws or adopt new Bylaws. Such action may be taken at a regular or special meeting of the Board for which written notice of the purpose shall be given.

Adopted by AO Board of Directors on: September 24, 2016