Bylaws

AMENDED AND RESTATED BY-LAWS  OF 
INTERNATIONAL PEDIATRIC TRANSPLANT ASSOCIATION, INC.

ARTICLE I - MEMBERSHIP

Section 1. Members. The Corporation shall consist of Active, Emeritus, Honorary, Associate and Trainee members. Membership in all categories shall be open to citizens of all countries of the world and shall not be denied because of race, creed, political affiliation, or gender.

Section 2. Active Members. Any person engaged in the treatment of pediatric transplant patients or in research activities related to organ transplantation is eligible for Active membership. Active members in good standing shall be entitled to one vote on each matter submitted to a vote of the members, shall be eligible for election to Corporation office and shall be eligible for appointment to standing committees.

Section 3. Emeritus Members. An active member may apply to become an Emeritus member at the conclusion of the calendar year following the year in which the member has his/her 70th birthday. Emeritus members in good standing shall be entitled to one vote on each matter submitted to a vote of the members, but shall not be eligible for election to Corporate office nor for appointment to standing committees. Emeritus members may be called upon from time to time by the Corporation to perform special tasks for the Corporation at the discretion of the Council.

Section 4. Honorary Members. The Council of the Corporation may recommend for election to honorary membership, individuals who have made distinguished scientific, public policy or other contributions with widespread significance in the field of transplantation, especially as these contributions have served to improve the lives of children. Honorary members shall not be eligible to vote, hold office nor be appointed to standing committees of the Corporation.

Section 5. Associate Members. Any person or group of persons designated by resolution of the Council of the Corporation shall be eligible for Associate membership in the Corporation, as defined in Article IX.

Section 6. Trainee Members. Any person actively engaged in training at an accredited training program in any field related to the science or practice of transplantation shall be eligible for Trainee membership in the Corporation for the duration of his/her training. Trainee status shall be verified annually by the Trainee’s training Program Director in a manner prescribed by the Council of the Corporation. Upon completion of training, Trainee members shall become eligible for Active membership.

Section 7. Application for Membership. All eligible persons wishing to be members of the Corporation shall submit a written application for membership in such form as the Council may prescribe. Upon submission of such application and the payment of dues as provided in Article XII of these Bylaws, the applicant shall be considered a member in good standing of the Corporation.

Section 8. Voting Rights. Each Active, Emeritus, and Trainee member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Honorary and Associate members shall be non-voting members of the Corporation.

Section 9. Termination of Membership. The Council, by affirmative vote of two-thirds of all of the members of the Council, may suspend or expel any member for cause after an appropriate hearing, and may, by a majority vote of those present at any meeting of the Council, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues or assessments for the period fixed in Article XII of these Bylaws.

Section 10. Resignation. Any member may resign by filing a written resignation with the Secretary-Treasurer of the Corporation. Such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 11. Reinstatement. Upon written request signed by a former member and filed with the Secretary-Treasurer, the Council may, by the affirmative vote of two-thirds of all the members of the Council, reinstate such former member to membership upon the terms as the Council may deem appropriate.

Section 12. Transfer of Membership. Membership in this Corporation is neither transferable nor assignable.

 ARTICLE II  - MEETINGS OF MEMBERS

Section 1. Place of Meetings. All meetings of the members of the Corporation shall be held at such place, either within or without the state of New York, as shall be designated by the Council and stated in the notice of the meeting. If no designation is so made, or if a meeting be otherwise called, the place of the meeting shall be the registered offices of the Corporation in the State of New York.

Section 2. Biennial Meeting. A biennial meeting of members shall be held at such hour and on such business day as determined by the Council, at which time the members shall transact such business as may be properly brought before the meeting.

Section 3. Special Meetings. At any time in the interval between the biennial meetings, the Council may call a special meeting of the members of the Corporation which may coincide with the meeting of a national or international medical organization. In addition, a special meeting of the Corporation may be called by the President, a majority of all of the members of the Council, or by a written request of twelve Active members in good standing of the Corporation.

Section 4. Notice of Meeting. Written or printed notice stating the place, day and hour of any meeting of members shall be distributed to each member not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary-Treasurer, or the officers or persons calling the meeting. The purpose of which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail, with postage prepaid, addressed to the member at his/her address as it appears on the records of the Corporation.

Section 5. Quorum. Ten percent (10%) of the members shall constitute a quorum at a meeting. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting without further notice.

ARTICLE III  - BOARD OF DIRECTORS

Section 1. Number and Qualifications. The affairs of the Corporation shall be managed by the Council. The number of councilors shall be not less than three (3). The Council shall consist of the three (3) Corporation officers: President, Vice President/President-Elect, and Secretary-Treasurer; not less than eight (8) additional councilors: at least one each of whom shall be selected to represent the disciplines of Kidney, Liver, Heart-Lung, and Intestine transplantation; one Allied Professional; and the Local Organizing Committee (LOC) Chair of either the most recent biennial Congress or the upcoming biennial Congress of the Corporation. In addition, the immediate past-President of the Council shall serve an additional two-year term, and the Editor of the journal Pediatric Transplantation or his/her designate shall serve as an ex-officio member of the Council. The members of the Corporation will strive to have the composition of the Council reflect racial, gender, geographic and other aspects of diversity as befits an international organization. Only Active or Allied Health members in good standing may be elected to the Council.

Section 2. Election and Term of Office. Election of at-large councilors shall be held via a mail, fax, and/or electronic mail ballot. The Secretary-Treasurer shall distribute the ballot with the list of nominees no less than 60 days prior to the date of the biennial Congress. Members may cast their votes for or against the nominees on the ballot. Further, members may elect to write in other candidates’ names. Councilors shall hold office for four (4) years and until others are elected in their places or until their death, resignation or removal. The officers shall hold their respective office for two (2) years, and the immediate past president shall serve an additional two (2) year term. The Local Organizing Committee (LOC) Chair shall serve approximately a two year term, beginning at the Council meeting held in the year prior to their Congress and ending at the Council meeting occurring after the Congress. Councilors may be elected for a second consecutive four-year term. No person may serve as a Councilor for more than two consecutive four-year terms, unless a person initially fills a vacancy on the Council. Such person may serve a maximum of ten years as a councilor. Periods of time served by the President, Vice President/President-Elect, Immediate Past-President, and Secretary-Treasurer in their respective offices shall not be included in the foregoing term limit calculation should these individuals also be/have been elected as councilors. Each councilor shall continue in office until his or her successor shall have been elected and qualified.

Section 3. Removal and Vacancies. Any councilor may be removed for cause by the vote of a majority of all councilors at a special meeting of the councilors called for that purpose. In case of any vacancy in the Council, a successor to fill the unexpired portion of the term may be elected by a majority of the remaining councilors. Vacancies should be filled by the Council as follows: candidates will be nominated by the Executive Committee and approved by a majority of the Council. A councilor elected by the Council to a position created by reason of an increase in the number of Councilors shall serve until the next annual meeting of the members of the Council and until his/her successor has been elected and qualified.

Section 4. Powers and Duties. The Council shall have general power to manage and control the affairs and property of the Corporation, shall have full power to adopt rules and regulations governing the action of the Council and shall have full and complete authority with respect to the distribution and payment of the moneys received by the Corporation from time to time. The act of a majority of the members of the Council present at a meeting at which a quorum is present shall be the act of the Council, except as the law or these By-laws may provide otherwise.

Section 5. Place of Meetings. The Council may hold its meetings at such place or places within or without the State of New York as the Council may from time to time determine.

Section 6. Regular Meetings and Notice of Regular Meetings. Regular meetings of the Council shall be held at such time and place as may be determined by the Council. No notice of the time and place of holding such regular meeting shall be given if the time and place of such meetings are set by the Council. The Council shall meet at least annually.

Section 7. Special Meetings and Notice of Special Meetings. Special meetings of the Council may be held at any time and place upon the call of the President or the call of any two councilors. Notice of any special meeting of the Council shall be given at least five days previous thereto by written notice delivered personally or sent by mail, fax or electronic mail to each member of the Council at his/her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited, postage-paid, in the United States mail. The attendance of a member of the Council at any meeting shall constitute waiver of notice of such meeting, except where a councilor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at nor the purpose of any special meeting of the Council need be specified in the notice of such meeting.

Section 8. Quorum and Adjournment of Meetings. A quorum for the transaction of business at each meeting of the Council shall consist of a majority of the Council, including officers. Whether or not there is a quorum at any meeting, a majority of the councilors who are present may adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 9. Action of Council or a Committee by Written Consent or by Means of a Conference Telephone Call. Any action required or permitted to be taken by the Council may be taken without a meeting if all members of the Council consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the Council shall be filed with the minutes of the proceedings of the Council. In addition, any one or more members of the Council may participate in a meeting of such Council by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 10. Compensation. Members of the Council shall serve without salaries or any other compensation for their services. However, by resolution of the Council, the duly authenticated expenses, if any, incurred as a consequence of attendance of each regular or special meeting of the Council shall be reimbursed for all voting and ex-officio members of the Council.

Section 11. Waiver of Notice. Whenever any notice is required to be given by law, or under the By-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated thereon, or attendance at the meeting without protest prior thereto or at its commencement, shall be deemed equivalent to the giving of such notice.

ARTICLE IV  - OFFICERS

Section 1. Number and Qualifications. The officers of the Corporation shall be a President, a Vice-President/President Elect, a Secretary-Treasurer and such other officers, if any, including more Vice-Presidents, as the Council may from time to time appoint. One person may hold more than one office in the Corporation except the offices of President and Secretary which shall be held by separate persons.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected in the same manner as at-large councilors in conjunction with the Congress and shall serve a term until his or her respective successor has been elected and has qualified. The term of office for the President, Vice-President/President-Elect and Secretary-Treasurer shall be two years. A person may serve no more than one term as President or Vice President/President-Elect. The Vice-President/President-Elect shall automatically assume the office of President upon completion of his/her term as Vice-President/President-Elect. Officers may not be re-elected to an office they have previously held, but may be elected to any other position for which they are eligible. Each officer shall hold office for the stated term until a successor has been elected and qualified, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The Nominating Committee shall submit a list of nominees for officers as outlined in Article V, Section 2. Vacancies may be filled or new offices created at any meeting of the Council.

Section 3. Other Agents. The Council may appoint from time to time such agents as it shall deem necessary, each of whom shall hold office during the pleasure of the Council and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Council may from time to time determine.

Section 4. Removal and Vacancies. Any officer of the Corporation may be removed with or without cause by a vote of the majority of the Council then in office, without prejudice to the contract rights of the person so removed. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Council at a special meeting called for that purpose.

Section 5. President: Powers and-Duties. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He/she shall preside at all meetings of the Council. He/she shall advise the President-Elect as to the duties of the President and the operation of the Corporation. He/she may sign with the Secretary-Treasurer or any other proper officer of the Corporation as authorized by the Council any deeds, mortgages, bonds, contracts, or other instruments which the Council have authorized to be executed, except in cases where the signing and execution of thereof shall be expressly delegated by the Council or by these Bylaws or by statute to some other officer or agent of the Corporation. He/she in general shall perform all duties incident to the office of the President and such other duties may be prescribed by the Council from time to time. The President shall chair the Council. The President shall have the responsibility to appoint Committee Chairmen and shall be an ex-officio member of all Council designated committees.

Section 6. Vice-President/President-Elect: Powers and Duties. The Vice-President/President Elect shall be the person who will succeed to the Presidency of the Corporation after the expiration of the term of the President.

Section 7. Secretary-Treasurer: Powers and Duties. The Secretary-Treasurer shall perform the following duties:

As Secretary: assure that the minutes of all meetings of the Council of the Corporation are accurately and promptly transcribed and kept by the office of the Corporation; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation be affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general, perform all duties incident to the office of the Secretary and such other duties as form time to time may be assigned to him/her by the Council.

As Treasurer: have charge of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with provisions of these Bylaws; and in general, perform all the duties incident to the office of the Treasurer and such other duties as may be assigned to him/her from time to time by the Council.

ARTICLE V - COMMITTEES

Section 1. General- Committees of the Council. The Council, by resolution adopted by a majority of the members of the Council present at any meeting of the Council may designate one or more committees. Such committees, the extent provided in said resolution shall have and exercise the authority of the Council in the management of the Council; however, the designation of such committees and the delegation thereto of authority shall not operate to relieve the Council, or any individual member of the Council, of any responsibility imposed upon it or upon him/her by law.

Section 2. Nominating Committee. On or before January 1 of each year in which elections will be held, a Nominating Committee of at least five (5) members (to include the Immediate Past-President as Chair, two (2) members of the Council who are not members of the Executive Committee, and two (2) representatives of the membership at large who are not councilors) shall be selected by the Executive Committee of the Council. Additional members of the Nominating Committee may be selected from the roster of members in good standing by the Executive Committee. The Nominating Committee will make initial recommendations for councilors and officers to the Executive Committee. The Executive Committee will review the proposed candidates and prepare a ballot for the Council for consideration and action so that the Council will be constituted for the succeeding year in accordance with these Bylaws. The Nominating Committee shall be responsible for soliciting potential nominees from the membership for election to the Council, identifying potential nominees, and orienting potential nominees on the responsibilities of Council members, in accordance with guidelines adopted from time to time by the Council. All nominations shall be in writing and shall include a brief statement of the training, experience, and present activities of the nominees. The Nominating Committee shall ascertain the willingness of potential nominees to serve on the Council. The Nominating Committee shall present to the Executive Committee, in writing and with a biographical summary, a list of all nominees, with at least two to three (2-3) nominees for each director position and one (1) nominee for each officer position, with sufficient time for the Executive Committee to present a list to the Council for review and for the Secretary-Treasurer to distribute the final list of nominees along with a ballot to the membership no less than 60 days prior to the biennial meeting of the Members.

Section 3. Executive Committee. The Executive Committee shall be composed of the President, the Vice-President/President-Elect, the Secretary-Treasurer, and the Immediate Past-President, and any such other persons as the Council shall determine. The Executive Committee shall exercise the authority of the Council in managing the day-to-day affairs of the Corporation and in carrying out all policy decisions made by the Council.

Section 4. Other Committees. The Council may from time to time appoint such other Committees as it may deem advisable or appropriate to advise and assist the Council in the management, direction and supervision of the various activities of the Corporation, which committees shall have such authority and perform such duties as the Council shall determine. Members of each committee provided for in this Article shall be Active, Associate or Trainee members of the Corporation. Any member of any such committee may be removed by the President whenever in his/her judgment the best interests of the Corporation shall be served by such removal.

Section 5. Term of Office. Each member of a committee shall serve a term as outlined in the policies and procedures and until his/her successor is appointed unless the committee shall be sooner terminated, or unless such member be removed from the committee, or unless such member shall cease to quality as a member thereof.

Section 6. Chairman. One member of each committee shall be appointed chairman by the President. The President may also appoint a vice-chairperson to each committee if deemed necessary.

Section 7. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 8. Quorum. Unless otherwise provided in the resolution of the Council designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 9. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Council.

ARTICLE VI  - FINANCIAL AFFAIRS

Section 1. Checks, Notes, Contracts, etc. The Council is authorized to select such depositories as it shall deem proper for the funds of the Corporation and shall determine who, if anyone, in addition to the President and Secretary-Treasurer, shall be authorized in the Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and other documents.

Section 2. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time in such property, real, personal or otherwise, or stocks, bonds or other securities as the Council in its uncontrolled discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments.

ARTICLE VII - OFFICE AND BOOKS

Section 1. Office. The office of the Corporation shall be located in Westchester County or at such other place as the Council may determine.

Section 2. Books. There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-Laws, and all minutes of the Council.

ARTICLE VIII - CORPORATE SEAL

The seal of the Corporation shall be circular in form and shall bear the name of the Corporation and words and figures showing that it was incorporated in the State of New York in the year 1998.

ARTICLE IX - ASSOCIATE MEMBERS

Section 1. Associate Members. Any person or group of persons designated by resolution of the Council shall be eligible for Associate membership in the Corporation.

Section 2. Application for Associate Membership. All eligible persons wishing to be Associate members of the Corporation shall submit a written application for associate membership in such form as the Council may from time to time prescribe. Upon submission of such application and payment of dues as provided in Section of this Article, the applicant shall be considered an Associate member in good standing of the Corporation.

Section 3. Annual Dues. The Council by resolution may determine from time to time the amount, due date and method of payment of uniform assessments payable to the Corporation by the Associate members to cover expenses reasonably incurred by the Corporation.

Section 4. Assessments. The Council by resolution may determine from time to time the amount and the method of payment of uniform assessments payable to the Corporation by the Associate members to cover expenses reasonably incurred by the Corporation.

Section 5. Default and Termination of Associate Membership. When any associate member of the Corporation shall be in default in the payment of dues or assessments for a period of three (3) months from the beginning of the period for which such dues become payable or for a period of three (3) months from the due date of any assessment payment, such Associate member shall cease to be an Associate member in good standing and his or her Associate membership may thereupon be terminated by the Council in the manner provided in Section 6 of this Article.

Section 6. Termination of Associate Membership. The Council, by affirmative vote of two-thirds of all members of the Council, may suspend or expel any Associate member for cause and may by a majority vote by those present at any meeting of the Council, terminate the Associate membership of any Associate member who becomes ineligible for membership, or suspend or expel any associate member who shall be in default in the payment of dues or assessments for the period fixed in this Article.

Section 7. Resignation. Any Associate member may resign by filing a written resignation with the Secretary-Treasurer, but such resignation shall not relieve the Associate member so resigning of the obligation to pay any dues, assessments or other charges thereto accrued and unpaid.

Section 8. Reinstatement. Upon written request signed by a former Associate member and filed with the Secretary-Treasurer, the Council may, by the associate member to associate membership upon terms as the Council may deem appropriate.

Section 9. Transfer of Associate Membership. Associate membership in this Corporation is not transferable or assignable.

Section 10. Powers. Associate members shall have no right to vote on any issue before the members, to hold any office or to be a member of the Council. Associate members may participate on committees.

ARTICLE X - FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year.

 ARTICLE XI - INDEMNIFICATION AND INSURANCE

Section 1. Indemnification. (A) The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any councilor or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he was a councilor or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Corporation in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such councilor or officer acted in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

(B) The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such councilor or officer did not act in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he had reasonable cause to believe that his conduct was unlawful.

(C) The Corporation shall indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a councilor or officer of the Corporation, or is or was serving at the request of the Corporation as a councilor or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such councilor or officer acted in good faith for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

Section 2. Other Indemnification. The Corporation may, to the fullest extent permitted by the New York Not-for-Profit Corporation Law, indemnify or advance the expenses of any other person including agents and employees to whom the Corporation is permitted by law to provide indemnification or advancement of expenses.

Section 3. Payment of Expenses in Advance. To the fullest extent permitted by the New York Not-For-Profit Corporation Law, the Corporation will advance to any person who may be entitled to indemnification under Sections 1 or 2 of this Article sums with which to pay expenses incurred by that person in defending against the claims, actions or proceedings for which such person may become entitled to indemnification, upon receipt of an undertaking by or on behalf of such person to repay the sums which are advanced if it is ultimately determined that such person is not entitled to indemnification under Sections 1 or 2 of this Article or to the extent the sums which are advanced exceed the indemnification to which such person is entitled.

Section 4. Enforcement and Defense. The right to indemnification or advancement of expenses granted by this Article shall be enforceable by any person so entitled in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses under Section 3 of this Article where the required undertaking has been received by the Corporation) that the claimant has conducted himself in a manner which would preclude the Corporation from indemnifying him pursuant to sections 1 or 2 of this Article, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Council and its independent legal counsel) to have made a determination that indemnification of the claimant is proper in the circumstances, nor the fact that there has been an actual determination by the Corporation (including its Council and its independent legal counsel) that indemnification of the claimant is not proper in the circumstances, shall be a defense to the action or create a presumption that the claimant is not entitled to indemnification.

Section 5. Survival, Savings Clause and Preservation of Other Rights. (A) The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each person who serves in the capacity of councilor or officer of the Corporation at any time while these provisions are in effect, and any repeal or modification of the New York Not-For-Profit Corporation Law shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts, except as provided by law. Such a contract right may not be modified retroactively without the consent of such person, except as provided by law.

(B) If this Article or any portion hereof shall be invalidated on any ground by any court of competence jurisdiction, then the Corporation shall nevertheless indemnify each person of the Corporation against judgments, fines, amounts paid in settlement and expenses (including attorneys, fees) incurred in connection with any actual or threatened action or proceeding, whether civil or criminal, including any actual or threatened action by or in the right of the Corporation, or any appeal therein, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

(C) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any other by-law, agreement, vote of councilors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a councilor or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation is hereby authorized to provide further indemnification if it deems advisable by resolution of the councilors, by amendment of these by-laws or by agreement.

Section 6. Insurance. The Corporation may purchase and maintain insurance to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of councilors and officers and to indemnify officers, councilors and others against costs or liabilities incurred by them in connection with the performance of their duties and any activities undertaken by them for, or at the request of, the Corporation, to the fullest extent permitted by the New York Not-for-Profit Corporation Law.

Section 7. New York Not-For-Profit Corporation Law. All references to the New York Not-For-Profit Corporation Law in this Article VIII shall mean such Law as it may from time to time be amended.

ARTICLE XII - DUES AND ASSESSMENTS

Section 1. Annual Dues. The Council by resolution may determine from time to time the amount, due date and the method of payment of the annual dues payable to the Council by the members.

Section 2. Assessments. The Council by resolution may determine from time to time the amount and the method of payment of uniform assessments payable to the Corporation by the members to cover expenses reasonably incurred by the Corporation.

Section 3. Default and Termination of Membership. When any member of the Corporation shall be in default in the payment of dues or assessments for a period of three (3) months from the beginning of the period for which such dues become payable or for a period of three (3) months from the due date of any assessment payment, he/she shall cease to be a member in good standing and his membership may thereupon be terminated by the Council in the manner provided in Article I of these Bylaws.

ARTICLE XIII - AMENDMENTS

These By-Laws may be amended by the affirmative vote of a majority of the councilors present at any meeting of the Council.

125312.5


Posted on the IPTA Website, 7/19/05

Updated June 2012