American Association of Bangladeshi Pharmaceutical Scientists

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info@aabps.org

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Flowery Branch, Georgia 30542

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Organizational By-Laws

Preamble

Article I: Name

Article II: Purposes and Objectives

Article III: Membership

Article IV: Organization Structure

Article V: General Assembly

Article VI: Executive Committee

Article VII: Duties and Responsibilities of the Officers

Article VIII: Standing Committees and Sub-Committees/Task Teams

Article IX: Finance

Article X: Election

Article XI: Discipline, Removal from Office or Expulsion from the Association

Article XII: Amendments

Article XIII: Indemnity of Officers

Article XIV: Dissolution

Exhibit A: Organization Structure of Association

Preamble

The Bangladeshi-American scientists and professionals have been making significant contributions in the field of pharmacy, pharmaceutical sciences and related areas for decades. They have earned worldwide recognition among their peers in the pharmaceutical industry and academic research institutes. To share their diverse experience and knowledge with peers and increase visibility of Bangladeshi-American pharmaceutical scientists and professionals, an association called the American Association of Bangladeshi Pharmaceutical Scientists (AABPS) was formed in 1997 in Boston, Massachusetts. At the annual American Association of Pharmaceutical Scientists (AAPS) meeting in 2006 in San Antonio, Texas, there was an overwhelming enthusiasm to expand the activities of AABPS and open up the association to all professionals working on drugs, biologics, or devices. Thus, we the Bangladeshi-American pharmaceutical scientists and professionals are adopting this By-laws for AABPS to improve people’s life through communication, education, and collaboration among the members and its beneficiaries.

Article I: Name

The name of the Association is “American Association of Bangladeshi Pharmaceutical Scientists”, hereafter referred to in the By-laws as the “Association” or by its abbreviation AABPS. The Association is registered in the state of Virginia, USA.

Article II: Purposes and Objectives

Purposes:

The primary purpose of the AABPS, is to serve its membership, and, in specific- the pharmaceutical professionals of Bangladeshi origin residing in North America working in academia, industry, hospitals, health insurance companies, pharmacies, government and other research institutions- by providing a forum for the interchange of knowledge. AABPS shall be a non-political, non-religious, and not-for-profit professional organization. In the By-laws, the word “pharmaceuticals” includes the following, but not limited to, drugs, biologics, devices and supplements.

 

Objectives:

  1. To foster communication and collaboration among pharmaceutical scientists and professionals of Bangladeshi origin and residing in North America.
  2. To support its members in achieving their highest level of professional career through collaboration, consultation, mentoring, education and exchange of knowledge.
  3. To provide timely scientific programs, ongoing education, publications and networking opportunities for the scientists and professionals involved in discovery, development, manufacture and marketing of pharmaceutical products and services.
  4. To facilitate communication and contacts between the Association Members and interested personnel in Bangladeshi pharmaceutical industry, government regulatory agency, and academic institutions regarding transfer of knowledge and consulting services on pharmaceutical sciences.
  5. To promote fraternity and solidarity among the pharmaceutical scientists and professionals.

Article Ill: Membership

Section 1: Types of members

The membership of the Association will consist of “General Members”, “Associate Members”, “Lifetime Members” and “Honorary Members”. All members are eligible to participate in the activities of the Association if they fully observe the rules and regulations of the Association.

General Member: A person who:

  • is residing in North America,
  • is of Bangladeshi origin or descent,
  • has formal education and/or experience of working in areas related to pharmacy and pharmaceuticals,
  • agrees to abide by the Articles of Incorporation and By-laws of the Association, and
  • files an application with the required full annual dues


may become a General Member of the Association, subject to the approval by the Executive Committee. Each approved General Member will be entitled to one vote in all matters coming before the General Assembly meetings. The voting right is established two months after full payment of the annual membership dues. The General Member with voting right can hold any elected office of the Association, subject to the provisions of the By-laws.

Associate Member: A person who:

  • agrees to abide by the Articles of Incorporation and By-laws of the Association,
  • files an application with the required full annual dues, and
  • has interest to promote goals and objectives of the Association


may become an Associate Member, subject to the approval by the Executive Committee. Each approved Associate Member will be eligible to participate in the activities of the Association, including General Assembly meetings, annual convention, and any other scientific, educational, and social events of the Association. The Associate Member does not have the voting right in the General Assembly meetings and cannot participate in the election process of the Association officers.

Lifetime (General or Associate) Member: A General or Associate member who paid membership fee equivalent to twenty (20) times the annual membership fee in a year is eligible to become a lifetime member, subject to approval by the Executive Committee. They will be exempt from paying annual dues. A lifetime General Member will have rights and privileges similar to a General Member and a lifetime Associate Member will have rights and privileges similar to an Associate Member.

Honorary Member: A distinguished scholar or professional in pharmaceutical research, education, and business from anywhere in the world, who expresses interest in promoting goals and objectives of the Association, can be offered an Honorary Membership of the Association. Such a member will have rights and privileges like an Associate Member. Honorary Members will not be required to pay any annual membership fee. Any General Member can nominate an individual for Honorary Membership and submit a formal proposal to the Executive Committee for consideration. The Executive Committee holds the right to make the final decision on the proposal. An Honorary Member can qualify for General Membership if he/she meets all the criteria for a General Member. In that case, he/she will be entitled to the rights and privileges of General Members.


Section 2: Tenure of Members and Membership Fee:

The tenure for General and Associate Members is one year from January 1 to December 31, unless the membership is renewed by paying the applicable membership fee. Lifelong tenure is awarded to the Lifetime Members and Honorary Members. The Executive Committee will set or change the annual membership fee, as appropriate. The membership fee is due on the first day of each calendar year. The membership fee can neither be prorated nor established retrospectively. Unless otherwise indicated in the application form, the membership fee is applied to the year during which it is paid.


Section 3: Rights and Privileges of Members

  1. All members can actively participate in affairs and activities of the Association; participate in annual convention, and any other scientific, educational, and social events of the Association.
  2. General Members:

·    Can hold office, nominate candidates for office and vote in election or referendum.

·    Determine rights and responsibilities of the Executive Committee through the adoption/revision/referendum according to the By-laws.

·    Can petition against any decision of the Executive Committee. Such petitions must be signed by at least 30% of the General Members for debate and reconsideration in the General Assembly.

·    Approve decisions of the Executive Committee which will change the long-term goals, major investments, established policies, programs and procedures of the Association before they are made effective.

·    Determine or change the policies and programs of the Association in the manner prescribed in the By-laws.

 

 

Article IV: Organization Structure

The organization structure of the Association shall be based on the following four groups as shown schematically in Exhibit A.

General Assembly, consisting of duly registered general members of the Association. The General Assembly is the highest authority of the Association. The eligibility, rights, requirements and restrictions for membership are stipulated in Article VI of the By-laws.

Executive Committee, consisting of members elected by the General Assembly according to the regulations provided herein. The Executive Committee shall implement services and activities of the Association, manage the budget and finances and set operational and strategic goals to ensure the vitality, growth and continuity of the Association. The eligibility, rights, requirements and restrictions for membership in the Executive Committee are stipulated in Article VII of the By-laws. The Executive Committee shall consist of the following: President, Vice President, Treasurer, General Secretary, and Chair of the Education Committee. All Executive Committee members will be elected by the General Members.

Committees, comprising of standing committees and other committees created by the Executive Committee to execute and run the business of the Association. The committees will function according to the procedures stipulated in the By-laws or as decided by the Executive Committee. Each standing committee will be led by an Executive Committee member.

Sub-Committees/Task Teams, which can be formed, as needed, under the Executive Committee or Standing Committees. The President or the Head of the Standing Committee can create sub-committees, reporting to them, subject to approval of the Executive Committee. The Election Commission shall be one of the sub committees formed under the Executive Committee.

Article V: General Assembly

  1. The General Assembly (GA) shall consist of all duly registered General Members of the Association, who paid their full annual membership fee at least two (2) months before the GA meeting or election.
  2. There shall be at least one meeting of the General Assembly each year. The location, time, date and agenda of the meeting shall be decided by the Executive Committee. The meeting shall be publicized on the Association website and by e-mails to the General Members at least 4 weeks prior to the meeting date. Unless in an emergency, General Assembly meeting for election of EC members or voting on an issue should not be scheduled between January 1 and March 31 to allow General Members to renew their membership and qualify for voting in the general election.
  3. The President or the majority of the Executive Committee may call special meetings of the General Assembly.
  4. Attendance by one-third of the General Members with voting rights shall constitute a quorum.
  5. Any voting on a resolution except on amendments to the By-laws can be carried out either by electronic ballot, mail ballot or at a General Assembly Meeting with quorum, and shall be decided on by a simple majority vote of qualified General Members.

Article VI: Executive Committee

Section 1. The Executive Committee (EC) shall consist of five (5) elected members: President, Vice-President, Treasurer, General Secretary, and the Chair of the Education Committee. At no time, an individual will hold or compete during election for more than one of these five positions.

Section 2. The Executive Committee may assign responsibilities of the Association among themselves to optimally run the Association, in addition to that described elsewhere in the Bylaws. Also, the EC can form or dissolve new committees or sub-committee to run the business of the Association. The EC can delegate some of its responsibilities to committees.

Section 3. The Executive Committee shall develop an annual budget for the Association, review the financial status on an ongoing basis, develop a plan for fund-raising and other financial activities for the coming year, and collectively work for expansion of Association membership.

Section 4. The Executive Committee shall be responsible for management, disposition, custody and administration of the funds and properties of the Association and shall have full management and control of its affairs.

Section 5. The Executive Committee shall meet at least once in each quarter and during the annual general meeting of the Association. Additional meetings can be called by the President or upon written petition of at least majority of the EC members. The EC meetings can be faceto- face, teleconference, or video conference.

Section 6. At meetings of the Executive Committee, a quorum shall consist of majority of the voting members. Except, as otherwise provided by the By-laws, the EC shall act by a majority of those voting.

Section 7. All actions taken by the Executive Committee shall be communicated to the membership of the Association through multi-media dispatches (letters, publications, e-mails, and/or the Association website).

Section 8. Under certain circumstances such as delayed election, unavailability of Election Commissioner and/or elected EC members for oath, the current executive committee shall continue to execute organizational matters until the new executive committee takes over.

Section 9. The Executive Committee shall be accountable for implementation of the By-laws, promotion of the purposes and objectives of the Association, planning, managing and execution of all activities of the association, including but not limited to holding General Meeting, convention, and conducting hearings for disciplinary actions.

Section 10. Term of Office and Procedure for Filling Vacancies

  1. A full term of office for the Executive Committee shall be for two years, starting from January 1 following the general election.
  2. The President can serve two consecutive full terms only. There is no term limit for other Executive Committee Members except for the position of the President.
  3. After serving two consecutive terms as President, a person may be elected to another position on the Executive Committee or can be eligible again for the President’s position after an interruption of at least one full term from the Executive Committee.
  4. The Executive Committee shall fill any vacancy in the Executive Committee created during the term by appointment until the next election, subject to the restriction below.
  5. At any time the Executive Committee should not have more than two members who are not elected by the General Members. If three (3) or more vacancies were created in the Executive Committee during a term, the EC shall arrange an interim election for electing new members for the vacant position(s) existing during that time. The tenure of the newly elected members will be for the remaining of the term.
  6. If the position of the President is vacant, then the Vice President will become the President of the Association for the rest of the term. Then the vacant position of the Vice President, as appropriate, shall be filled according to the above procedure.


Section 11: Ad-hoc Executive Committee

It is anticipated that the first general election for the Executive Committee members will be held in 2016. Thus, the duly elected first Executive Committee will take responsibilities of their offices on or around January 1, 2017. Until then, an ad-hoc Executive Committee of the Association will assume the roles and responsibilities of the Executive Committee described in the By-laws.

Article VII. Duties and Responsibilities of Officers

A. The President

Section 1. The President shall be the Chief Executive Officer of the Association, shall have the authority to officially represent the Association, shall be responsible for carrying out the objectives of the Association, shall perform all duties pertinent to the office of the President, and other duties as may be designated by the Association.

Section 2. The President shall preside over all meetings of the Executive Committee.

Section 3. The President shall sign all applicable documents which the Executive Committee has authorized to be executed.

Section 4. The President shall be one of the signatories of the Association’s bank account.

Section 5. The President shall call and chair the General Assembly meetings. The President shall present an annual report at the annual general meeting of the Association.

Section 6. The President shall chair the Convention Committee or delegate this responsibility to an EC member or to the EC selected Convener(s) of the Convention.

Section 7. The President or his/her designee has the right to approve all applications for new or renewal of General and Associate Membership.

Section 8: The President shall take any other responsibilities assigned by the Executive Committee or General Assembly. 


B. The Vice President

Section 1. In the absence of the President, the Vice President shall discharge all the duties and responsibilities and exercise powers of the President.

Section 2. The Vice President shall fill the vacancy of the President if the need arises.

Section 3. The Vice President will be the chair of the Publicity Committee.

Section 4. The Vice President shall be responsible for managing the Association’s website and appoint a Web Manager, if needed.

Section 5. The Vice President may create a Membership Sub-Committee to manage members’ relationship and promote membership drives.

Section 6. The Vice President shall take any other responsibilities assigned by the Executive Committee.


C. The General Secretary

Section 1. The General Secretary in consultation with the President shall prepare the agenda for each Executive Committee and General Assembly meeting. He/she shall notify members of the time and place of each meeting and shall record all the proceedings of the meetings and prepare minutes of such meetings.

Section 3. The General Secretary shall maintain Association’s database and communicate to members via e-mails, group mails, newsgroup, or website to conduct meetings, group discussions, etc., in consultation with the President.

Section 4. The General Secretary shall maintain a roster of all Association members, including but not limited to, full name, contact information, education/specialty, current profession, membership type, membership status, effective date and tenure of membership.

Section 5: The General Secretary shall take any other responsibilities assigned by the Executive Committee.


D. The Treasurer

Section 1. The Treasurer shall serve as the custodian of funds for the Association. He/she shall maintain those funds in a bank selected and approved by the Executive Committee.

Section 2. The Treasurer shall be responsible for collection of all types of funds of the Association including the membership fees, donations and other incomes.

Section 3. The Treasurer shall keep all records of income and expenses of the Association following good accounting practices. He/she shall prepare annual financial report of the Association for the preceding fiscal year and present a financial report at the annual General Assembly meeting.

Section 4. The Treasurer shall keep a proper book of accounts and such book shall, at all times, be open to inspection by the members of the Executive Committee. At each quarterly meeting of the Executive Committee, the Treasurer shall, if called upon to do so, present in detail the financial status of the Association.

Section 5. The Treasurer and the President shall jointly operate the Association’s bank account in a US-based bank, located in the USA. Either of these two officers shall have the authority to sign bank checks and perform other financial activities of the Association in consultation with each other. Any withdrawal or transfer of money from the bank account for more than $1000 shall be notified a priori to the Executive Committee members, except the payroll payment for the Association staff, if applicable.

Section 6. The Treasurer may create, maintain, mentor, and facilitate a Fundraising Sub-committee to meet the annual fundraising target for the Association.

Section 7: The Treasurer shall take any other responsibilities assigned by the Executive Committee.


E. Head of the Education Committee

Section 1. The Head of the Education Committee shall have the overall responsibilities for the education-related objectives of the Association.

Section 2. Shall develop the annual plan and budget for education related objectives of the Association. Present and defend the proposal at the EC. Execute the EC approved plan by working through the Education Committee.

Section 3. Shall promote educational aspects of the Association.

Section 4. Shall create the Student Sub-Committee and mentor or facilitate the same, as needed.

Section 5. Shall prepare plan and execute education-related activities for the annual convention in collaboration with the Convention Committee.

Section 6: Shall take any other responsibilities assigned by the Executive Committee.

Article VIII. Standing Committees and Sub-Committees/Task Teams

The following Standing Committees of the Association shall be established and maintained by the Executive Committee and shall report to the same:

  1. Convention Committee
  2. Education Committee
  3. Publicity Committee


Convention Committee

The Convention Committee shall consist of as many members as the Executive Committee considers necessary to assure a successful convention. The Convention Committee shall be responsible for all logistics and arrangements involved in organizing a successful scientific conference including recommending appropriate theme and keynote speaker(s) to the Executive Committee for final approval.

The President shall chair the Convention Committee meetings or delegate this responsibility to an EC member or to the EC selected Convener(s) of the Convention. In consultation with the Executive Committee, the Chair of the Convention Committee shall appoint the head of various sub-committees or task teams and all such sub-committees/task teams shall operate under the umbrella of the Convention Committee. If needed, the EC shall appoint local convener(s) for the annual convention and the President may delegate his/her convention responsibilities to the convener(s).


Publicity Committee

The Publicity Committee shall be responsible for preparation of all printed and online publications, and the convention brochure of the Association. The Executive Committee shall appoint one or more editors, as appropriate, for the official publication of the association. Publicity Committee shall also be responsible for cultural programs of the Association. The Committee shall consist of as many members as the Chair of the Committee considers necessary to assure efficient operation. The Vice President shall chair the meetings of the Publicity Committee.


Education Committee

The Education Committee shall be responsible for all training programs, educational resources and fellowship opportunities for its members. Such fellowships shall provide training in areas of pharmaceutical (drug/biologics/device/supplements) discovery, research, development or marketing. Also, the Education Committee shall look into the training aspect of the Association members, pharmacy education in the USA and Bangladesh and bridging the educational standards with Bangladesh. This Committee shall develop a mentoring program for our students and persons entering into the pharmaceutical profession to prepare the next generation of pharmaceutical scientists and professionals. The Committee shall consist of as many members as the Chair of the Committee considers necessary to assure efficient operation.


Sub-Committees/Task Teams

Membership Sub-Committee: If needed, the Publicity Committee shall establish and maintain a Membership Sub-Committee. The Head of the Membership Sub-Committee shall be selected by the Vice-President in consultation with the EC members. This Sub-Committee shall be responsible for executing membership services and maintaining relationship with the Association members.

Student Sub-Committee: The Education Committee shall establish, maintain, and mentor a Student Sub-Committee. The Head of the Student Sub-Committee shall be selected by the Head of the Education Committee in consultation with the EC and the student members of the association. Student Sub-Committee shall prepare its plan for annual activities and shall have primary responsibility for its implementation. The Head of the Student Sub-Committee will report to the Head of the Education Committee.


Election Commission

The President with approval of the Executive Committee shall establish an Election Commission four (4) months before any general election or referendum at the General Assembly. The Head of the Election Commission (Election Commissioner) shall be appointed by the President. The Election Commissioner shall not be an Executive Committee Member and shall report to the President. He/she shall appoint Election Officers, as necessary, to properly conduct the election on time and as stipulated by the By-laws. The Election Commissioner shall be responsible for developing details of the election processes and their executions, subject to the requirements stipulated in the By-laws. The active Election Commissioner and the Election Officers are not eligible to compete for a position on the Executive Committee of the Association.

Article IX: Finance

Legitimate voluntary contributions, donations, membership fees, and other sources of income consistent with purposes of the Association will be used to finance the Association.

Section 1. General

  1. The fiscal year of the Association is from January 1 to December 31. The finances of the Association shall be budgeted and approved by the Executive Committee for the fiscal year.
  2. The Executive Committee is responsible for managing all finances, assets, and financial commitments on behalf of the Association.
  3. No one shall have the right to make any financial commitment except if authorized by the Executive Committee or the President under the authority of the Executive Committee.
  4. The Executive Committee shall prepare each year, prior to the annual General Assembly meeting, the capital and operational budget. These budgets should be presented to the
  5. General Assembly.
  6. The Executive Committee shall keep the Association solvent at all times. Under no circumstances the long-term debt should exceed 20% of its net assets or 50% of the annual earnings in the previous fiscal year, whichever is higher.
  7. No part of the net earnings of the Association shall inure the benefit of, or be distributable to its Executive Committee members or any other members of the Association or any other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purpose set forth in the By-laws.


Section 2. Responsible Fundraising

The Association shall:

  1. Ensure contributions are used for the purposes consistent with the donor’s intent, whether as described in the relevant solicitation materials or as specifically directed by the donor.
  2. Provide donors with specific acknowledgements of monetary contributions, in accordance with IRS requirements, as well as information to facilitate the donor’s compliance with tax law requirements.
  3. Respect the privacy of individual donors, except where disclosure is required by law. The Association shall not sell or otherwise make available the names and contact information of its donors without providing them an opportunity at least once a year to opt out of the use of their names.

Article X: Election Process

  1. A general election shall be held once every two years for the purpose of electing thePresident, Vice President, Treasurer, General Secretary, and the Head of the EducationCommittee to form the Executive Committee. Such election shall be held during the general meeting of the election year using paper ballots or at any other time using electronic or mail ballots.
  2. The election shall be held by the end of September of the election year and the Election Commissioner shall announce and certify the election results within 30 days from the election date.
  3. Only the General Members of the Association with voting right have the privilege to get nominated, endorse a nomination, and vote in the election.
  4. The Election Commission shall be responsible for administering the nomination process and conducting election, administering ballots for validity, and resolving issues related to the election process. In the event that there are not enough candidates for announced vacancies, the Election Commission shall be responsible for obtaining additional nominations by active solicitations among qualified General Members.
  5. The Election Commissioner shall announce the election date and publish the voter requirements, nomination and voting process in the Association’s website. The Election Commission shall invite nominations at least 60 days prior to the election.
  6. The General Secretary shall provide an up-to-date list of the General Members with voting right to the Election Commission up to 30 days prior to the election. The list shall be considered as final list for the election purpose.
  7. Paper/electronic ballots, if used, for election shall be sent by mail or e-mail to all eligible voters at least 15 days prior to the election date. If the election is conducted using a suitable electronic system, the necessary information related to access to the system for voting will be provided to the eligible voters 15 days prior to the last voting date via email.
  8. Reasonable adjustments to the nomination and election procedure and timeline may be made by the Election Commissioner, after consultation with the Executive Committee, to accommodate unforeseen and unavoidable circumstances as long as it does not affect the opportunity to participate and hinder the election process.
  9. The Election Commission may seek administrative help from the Executive Committee, if needed.
  10. The Election Commission shall be indemnified against any legal cost related to a dispute or civil action.

Article XI: Discipline, Removal from Office or Expulsion from the Association

Section 1: Termination and/or Reinstatement of Executive Committee Members

The membership in the Executive Committee is terminated or suspended due to:

  1. Submission of a resignation and acceptance by the Executive Committee. A written resignation of any member shall be filed with the General Secretary and when accepted by the Executive Committee shall become effective.
  2. Death or long-term continuous absence (more than 6 months) from the activities of the Association.
  3. Failure to perform duties and obligations of the Association.
  4. Activities contrary to the provisions of the By-laws of the Association or relevant US State or Federal Laws.
  5. Participation or involvement in any activities deemed detrimental to the interests of the Association.


Charges against such member shall be brought to the Executive Committee and resolved at the General Assembly. Any member who is expelled or suspended by the General Assembly may have one appeal before the membership at its next General Assembly meeting. If by affirmative majority vote, General Members present set aside such expulsion or suspension, the expulsion shall not take effect.

Section 2: Termination and/or Reinstatement of Association Membership

  1. A member may be suspended or expelled from the Association for participation or involvement in any activities deemed detrimental to the interests of the Association.
  2. Submission of a written request to withdraw membership filed with the General Secretary, and when accepted by the Executive Committee, shall become effective.
  3. Reinstatement of any member who has resigned or has been suspended shall be made by the majority vote of the Executive Committee.


Charges against such member shall be brought to and resolved by the Executive Committee. Any member who is expelled or suspended may have a hearing before the membership at its next General Assembly Meeting. If by affirmative majority vote, the General Members present set aside such expulsion or suspension, the expulsion shall not take effect.

Article XII: Amendments

The By-laws for the Association shall be reviewed every five (S) years to check whether the current By-laws are meeting the need and aspiration of the Association Members. Minor amendments to the By-laws can be made periodically, as needed.

  1. Any proposed amendment to the By-laws must be submitted in writing to the Executive Committee not less than one (1) month prior to the regular Executive Committee meeting. Any General Member of the Association can propose amendments to the Bylaws.
  2. The Executive Committee shall examine all proposed amendments and prepare their recommendations. If the amendment is approved by the Executive Committee, the President will present the proposed amendment and their recommendations in a General Assembly meeting for their approval; two-third (2/3) member vote of the General Assembly will be required to amend the By-laws. If the Executive Committee does not approve the proposed amendment, then the amendment can be presented at the General Assembly for decision only if the proposal is petitioned by at least 25% of the General Members with voting right. In that case, the President will inform the petitioner in writing about the Executive Committee’s decision regarding the proposal.
  3. All amendments to the By-laws shall be properly documented by the EC and made available to the members for information.

Article XIII: Indemnity of Officers

Every person who serves as a member of the Executive Committee or Head of a Committee/Sub-Committee shall be held harmless by the Association from and against any loss, cost, liability, or expense that may be imposed on or incurred by the person in connection with or resulting from any claim, action, suit, or proceeding in which the person may become a party or otherwise involved because of that person being or having been a member of the Executive Committee, Committee or Sub-Committee Chair. The phrase, “loss, cost, liability, or expense,” shall include all expenses incurred in defense of the claim, action, suit or proceeding and amounts of judgments, fines, or penalties levied or rendered against the indemnified member, provided that no person shall be entitled to indemnity under this Article unless the Executive Committee determines that the person was acting in good faith and within what the person reasonably believed to be within the scope of that person’s authority and for a purpose that the person reasonably believed to be in the best interest of the Association.

Article XIV: Dissolution

In the event of dissolution of the Association, voluntary or involuntary, all of the properties and assets of the Association shall go to one or more nonprofit organizations, registered in the USA, organized and operated for education and research purposes and which has established its taxexempt status under Section 501(c)3 of Internal Revenue Code. No portion of the assets, property, or funds of the Association shall ever be distributed to any member of the Executive Committee, Heads of the Committees/Sub-Committees or any other officers of the Association.

Version:1.0, Initial version; Date Approved: April 23, 2015; Effective Date: May 1, 2015

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