The following IASLC Bylaws were adopted by the membering during the election ending July of 2013. They are effective as of the WCLC in October of 2013.
PREAMBLE AND MISSION
The International Association for the Study of Lung Cancer (IASLC) will
- promote the study of the etiology, epidemiology, prevention, diagnosis, treatment and all other aspects of lung cancer and other thoracic malignancies;
- disseminate information about lung cancer and other thoracic malignancies to the members of the Association, to the medical community at large, and to the public; and
- use all available means to eliminate lung cancer and other thoracic malignancies as a health threat for the individual patient and throughout the world.
Bylaws of the International Association for the Study of Lung Cancer.
Article I. Principal Office and Corporate Seal
Section 1. Principal office. The principal office and place of business of the Association in the State of Colorado shall be in Adams County or at such other location as the Board of Directors may from time to time determine. Other offices and places of business may be established from time to time by the Board of Directors.
Section 2. Corporate Seal. The seal of the Association shall be inscribed with the name of the Association the year of its incorporation and the words “Colorado” and “Seal” and shall be in a form approved by the Board of Directors which may alter the same at pleasure.
Article II Members
Section 1. Qualifications; Admission to and Resignation from Membership. There shall be two classes of membership in the Association – regular members and senior members.
a. Any physician or member of any of the health professions or any scientist who is interested in lung cancer and/or other thoracic malignancies and who meets such additional criteria for membership in the Association as the Board of Directors may from time to time establish shall become a regular member of the Association upon applying for and being accepted into regular membership and payment of such dues as the Board of Directors may establish from time to time. Any such person desiring to become a regular member of the Association shall apply for membership on such forms as may be approved and supplied by the Board of Directors for that purpose and such applications shall be accompanied by the dues required for the first year of membership. Any regular member may resign from membership at any time by delivering written notice of resignation to the Association, but a resigning member shall not be entitled to a refund of any dues paid.
b. Any person who has been a regular member of the Association for ten or more years and who has attained age 65 shall be entitled to become a senior member. Any person desiring to become a senior member shall apply for senior membership on such forms as may be approved and supplied by the Board of Directors for that purpose. Senior members shall not be required to pay dues, shall not be entitled to vote on any matter required or permitted by law, the Articles of Incorporation, or these bylaws to be voted on by the membership, but shall otherwise enjoy all the privileges of membership in the Association.
Section 2. Privileges of membership. Regular and Senior members shall receive access to the publications of the Association, shall have the privileges of attending the Association’s meetings, after paying the required meeting registration dues, and shall enjoy such other rights and privileges not inconsistent with these bylaws as the Board of Directors may from time to time confer. The Board may establish different dues levels for members by their degrees and countries, all except Fellows (fellows, trainees or residents) are considered as Regular members with full privileges of membership. The Board of Directors may establish and promote, on a temporary basis, an introductory membership to specific groups with reduced fees and privileges. Such new members may become regular members at the end of the introductory period.
Section 3 Dues. The Board of Directors shall establish, and may change from time to time, the amounts of dues required to be paid by regular members. The membership of any regular member whose dues are more than 90 days overdue after having been sent at least three reminders shall be terminated without further notice.
Section 4. World Conference: Regular Meeting. The Association shall hold a World Conference on Lung Cancer on a schedule and at a time and place determined by the Board of Directors after giving consideration to the international nature of the Association. A regular meeting of the members shall be held in conjunction with such World Conference for the purpose of announcing the election of the members of the Board of Directors and for the transaction of such other business as may properly come before the meeting. Written notice of the time and place of every regular meeting shall be delivered to each member by mail, email, and/or fax.
Section 5. Special Meetings. Special meetings of the members may be called at any time by the Board of Directors, by one-third of the members, or by the President. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. If called by the Board of Directors, written notice of the time and place of every special meeting shall be delivered by mail, email or notice contained in any publication of the Association at least 45 days before the date fixed for the meeting. The purpose of any special meeting of the members shall be stated in such notice.
Section 6. Quorum; Voting. A quorum at all meetings of the members shall consist of fifty percent of the regular members. Persons voting electronically or by proxy will be considered to be present at the meeting for the purposes of determining whether a quorum is present. If less than a quorum is present 15 minutes after the scheduled commencement of the meeting, those members present will be regarded as constituting a quorum. Except as provided specifically to the contrary by these Bylaws, the act of a majority of a quorum of the members shall be the act of the members. Any vote required or permitted to be taken by the regular members may be taken either by mail or by electronic means, with such election being coordinated by an independent voting tabulation firm.
Section 7. Inspection of Books and Records. An audit of the Association’s accounts will be made annually by a certified public accountant. The audit results and minutes of all proceedings of the Board of Directors will be made available, upon request, to any member of the Association.
Section 8. Transfer of Membership. No member may transfer, assign, or otherwise dispose of his or her membership in the Association without the prior written consent of the Board of Directors of the Association.
Article III. Board of Directors
Section 1. Number. The Board of Directors of the Association shall be composed of 10 – 20 individuals. Included amongst them will be the President, the immediate Past-President, the President-Elect, the Treasurer of the Association, Chief Executive Officer, and the Congress President of the next World Conference.
Section 2. Elections; Tenure. Not later than 90 days prior to the World Conference, the Nominating Committee shall nominate candidates for election to the offices of the President (if there is no President-Elect), the President-Elect, the Treasurer, and the positions of such other directors whose terms are due to expire at such World Conference, plus the number of vacancies among the Board of Directors that have not previously been filled. The names of the individuals thus nominated shall be reviewed and approved by the Board of Directors and shall then be announced in writing to the Conference and to the Members., The regular members shall be entitled to vote for the election of such candidates. With respect to the offices of the President (if there is no President-Elect), the President-Elect, the Treasurer, the candidates receiving the greatest number of votes for each position shall be elected to such position. With respect to all other positions on the Board of Directors, if there are more individuals nominated than positions to be filled, then the individuals receiving the greater number of votes shall be elected. The election may be conducted by mail, or by electronic means, with such election being coordinated by an independent voting tabulation firm.
The President shall serve a two year term. The President-Elect shall automatically succeed to the office of President at the conclusion of the President’s term. The President-Elect shall also serve a two year term. In the event a President-Elect must serve the remaining term of a President due to incapacity of such President, the President-Elect may serve the following term for which he or she was elected. The outgoing President shall be known as the Immediate Past President and shall serve a two (2) year term
The Treasurer shall serve a single four (4) year term. Officers shall hold office from the business meeting of the World Conference following their election and until the expiration of their terms and until their successors have been elected and qualified.
Positions on the Board of Directors shall be elected for a term of four(4) years, and shall hold office from the business meeting of the World Conference following their election and until the expiration of their terms and until their successors have been elected and qualified. No director or officer may be reelected to the same position.
The Congress President of the next scheduled World Conference shall serve ex officio as a member of the Board of Directors, shall be given notice of all meetings of the Board of Directors, but shall not be entitled to vote at any meeting of the Board of Directors. This Congress President shall continue to serve until the end of the first board meeting following the conclusion of the relevant World Conference.
The Chief Executive Officer of the association shall serve ex officio as a member of the Board of Directors, shall be given notice of all meetings of the Board of Directors, but shall not be entitled to vote at any meeting of the Board of Directors.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held at each World Conference and otherwise at least twice each year, at such place, day, and hour as the President may determine and as shall be stated in written notice given to each member of the Board of Directors either by mailing such notice at least 30 days before the date fixed for the meeting or by transmitting the notice electronically or by fax. The notice of any regular meeting need not specify the business to be transacted at any such regular meeting of the Board of Directors.
Section 4 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the members of the Board of Directors. Special meetings shall be held at such time the place, day, and hour of every special meeting shall be given to each member of the Board of Directors either by mailing such notice at least 15 days before the date fixed for the meeting or by transmitting the notice electronically or by fax. The notice of such special meeting shall specify the business to be transacted at and the purpose of any special meeting of the Board of Directors.
Section 5. Quorum; Voting. A quorum at all meetings of the Board of Directors shall consist of a majority of the directors holding office. Less than a quorum may adjourn from time to time without further notice until a quorum is secured. Except as provided specifically to the contrary by these Bylaws, 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 of Directors.
Section 6. Vacancies. Any vacancy in the Board of Directors shall be filled by the regular members of the Association following nomination and appointment by the board. A director appointed to fill a vacancy shall serve for the unexpired term of such person’s predecessor in office and until such person’s successor is duly appointed and shall have qualified. Any position on the Board of Directors to be filled by reason of an increase in the number of directors shall be filled by the regular members of the Association as soon as practicable after the time such increase is authorized.
Section 7. Executive Committee. The Board of Directors may by resolution authorize the formation of an Executive Committee of the Board of Directors, which, if authorized, shall consist of the President, the President-Elect and the immediate Past-President (provided that such individuals continue as members of the Board of Directors), the Treasurer, the CEO (ex-officio) and such other persons, if any, determined by the Board of Directors. The President shall be the chair of the Executive Committee. The Executive Committee shall have the power to transact all regular business of the Association during the period between board meetings, subject to any limitation imposed by the Board of Directors, by the Bylaws, or by the law. When the Executive Committee takes any action, the action taken shall be reported to the board at the next meeting of the board.
Section 8. Finance Committee. There shall be a Finance Committee of the Association, which shall consist of up to five (5) Directors, one of whom is the Treasurer serving as Chair, and may have additional non-Director advisors. The finance committee shall review the draft annual budget and submit a final budget to the Board for approval. The Finance Committee shall review the performance of the Association’s investment advisor(s) and investment manager(s) and report to the Board of Directors the results of the performance and recommend changes as appropriate. The Finance Committee shall recommend an independent audit firm for the Association to the Board, and shall receive, review and report to the Board on the resulting audit and management letter and any related reports. The Treasurer or designee shall report the results of the audit at the next regular meeting of the board and to the members at the next World Conference.
Section 9. Nominating Committee. There shall be a Nominating Committee of the Association, Chaired by the Immediate Past President, and shall consist of other individuals who shall not be current members of the Board of Directors, and who shall be appointed from time to time by the President with the approval of the Board of Directors. The Committee shall, after giving due consideration to the needs for continuity in the Association’s governance, the international nature of the association’s membership, and diversity in gender and medical specialty, be responsible for the nomination of candidates for election as officers and directors of the Association.
Section 10. Bylaws Committee. There shall be a Bylaws Committee, which shall consist of at least three regular members of the Association appointed from time to time by the President with the approval of the Board of Directors, after giving due consideration to the needs for continuity in the Association’s governance, the international nature of the Association’s membership, and diversity in gender and medical specialty, and which shall periodically review the Bylaws of the Association and propose such changes as may seem necessary.
Section 11. Other Committees. The Board of Directors of the Association may create, by a resolution adopted by the Board of Directors or by any committee of the Board of Directors, such other committees as determined to be necessary or desirable for the purpose of assisting with the conduct of the affairs of the Association. These committees may consist of such individuals as the authority creating the committee deems appropriate and which shall have and may exercise such authority as shall be provided in such resolution. No committee shall have or exercise any authority regarding the management of the Association or have or exercise any of the powers reserved by law to the Board of Directors. Committees thus created will be recognized by the term ad hoc and continued until dissolved by the Board of Directors of the Association, or until included as a standing committee within the Association. Creation of Standing Committees will require change and incorporation into these bylaws.
Section 12. Restrictions on Committees. No committee shall have the power or authority
a. to authorize any distributions within the meaning of the Colorado Revised Nonprofit Corporation Act
b. to provide or propose to the members any action that the Colorado Revised Nonprofit Corporation Act requires to be approved by members;
c. to elect, appoint, or remove any director;
d. to amend, restate, alter, or repeal the Articles of incorporation;
e. to amend, alter, or repeal these or any Bylaws of the Association;
f. to approve a plan or merger not requiring the approval of the members;
g. to approve a sale, lease, exchange, or other disposition of all, or substantially all, of the assets of the Association, with or without goodwill, otherwise in the usual and regular course of business subject to approval by the members;
h. or to take any other action prohibited by law.
All committees shall keep regular minutes of their respective transactions and shall report their actions to the Board at the meeting of the Board next following such actions. The Chairperson of each committee shall be designated at the time of appointment of such committee.
Section 13. Standard of Conduct for Directors. Each director shall perform his or her duties as a director, including without limitation his or her duties as a member of any committee of the board, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In the performance of his or her duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons designated below, unless the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director shall not be liable to the Association or the members for any action the director takes or omits to take as a director if, in connection with such action or omission, the director performs his or her duties in compliance with this Section. A director, regardless of title, shall not be deemed to be a trustee with respect to the Association or with respect to any property held or administrated by the Association including, without limitation, property that may be subject to restrictions by the donor or transferor of such property.
The designated persons on whom a director is entitled to rely are: a. one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; b. legal counsel, a public accountant, or other person as to matters which the director reasonably believes to within such person’s professional or expert competence; or c. a committee of the Board of Directors on which the director does not serve if the director reasonably believes the committee merits confidence.
Directors will attend all meetings of the Board of Directors. All apologies for non-attendance should be discussed with the President and an attendance record will be maintained. Any director whose attendance is considered to be unsatisfactory within a twelve month period will be required to demonstrate to the Board if Directors his or her continued suitability to serve as a member of the Board of Directors.
Section 14. Conflicts of Interest. The Board of Directors acknowledges that conflicts of interest may occasionally arise and that neither the elimination from the board of all persons who might potentially have any such conflict nor the avoidance of all transactions involving a conflict of interest would necessarily serve the best interests of the Association. Nonetheless, each member of the Board of Directors or a candidate for membership on the Board of Directors will disclose conflicts of interest at that time and no less than annually to the President and to refrain from influencing the board’s action on a matter in which such director is financially interested. It is therefore the policy of the Association to avoid the participation of any director in the Board of Directors’ consideration of a matter which poses a conflict of interest for that director. The President will present this information to the Board no less than annually, and will publicize this information to the membership.
a. For these purposes, a conflict of interest shall be deemed to arise whenever a matter under consideration involves the potential for significant benefit to a director or to any business, financial, or professional organization of which the director or a member of such director’s immediate family is an officer, director, member, owner, or employee.
b. Whenever any matter comes before a meeting of the Board of Directors which gives rise to a potential conflict of interest, the affected director shall make known the conflict to the remaining directors present at such meeting, shall, after answering any questions posed by the other directors, withdraw from the meeting for as long as the matter is under consideration, and shall neither be present nor cast a vote.
c. If the withdrawal of the affected director results in the absence of a quorum, no action shall be taken on the matter in question until a quorum of disinterested directors can be established.
d. The minutes of a meeting at which a conflict of interest arises shall reflect that a disclosure was made, the affected director’s withdrawal from the meeting and abstention from voting, and, if action is taken on the matter, the continued presence of a quorum.
e. As with all other matters coming before the Board of Directors, the disinterested directors shall pass upon a matter that poses a conflict of interest for another director in a manner which they reasonably and in good faith believe to be in the best interest of the association. The Board of Directors shall not authorize under this Section any transaction involving a conflict of interest that would also subject the Association or its directors, officers, or employees to liability under Section 4941 of the Internal Revenue Code.
Section 15 Removal. Whenever in the judgment of such directors such removal would serve the best interest of the Association, any member of the Board of Directors of the Association may be removed if two-thirds of the members of the Board of Directors recommend and vote in favour of such removal.
Section 16. Action Without a Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any committee thereof, or any other action which may be taken at a meeting of directors, or any committee thereof, may be taken without a meeting if every member of the board in writing either: a. votes for such action or b. votes against such action or abstains from voting and waives the right to demand that a meeting be held. Action is taken only if the affirmative votes for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted. The action shall only be effective if there are writings which describe the action, signed by all directors, received by the Association and filed with the minutes. Any such writings may be received by electronically transmitted facsimile or other form of communication providing the association with a complete copy of the document, including a copy of the signature. Actions taken shall be effective when the last writing necessary to effect the action is received by the Association unless the writings set forth a different date. Any director who has signed a writing may revoke it by a writing signed, dated and stating the prior vote is revoked. However, such writing must be received by the association before the last writing necessary to effect the action is received. All such actions shall have the same effect as action taken at a meeting and may be stated as such a document.
Section 17 Telephonic Meetings. The Board of Directors may permit any director (or any member of a committee designated by the board) to participate in a regular or special meeting of the Board of Directors or committee thereof through the use of any means of communication by which all directors participating in the meeting can hear one another during the meeting. A director participating in a meeting in this manner shall be deemed to be present in person at such meeting.
Section 18 Compensation. Members of the Board of Directors may receive reasonable compensation for serving in such office. The association shall reimburse any member of the Board of Directors for reasonable expenses incurred in connection with service on the Board.
Article IV Officers
Section 1. Number; Qualification. The officers of the Association shall be a President, a President-Elect, the immediate Past-President, a Treasurer, and a Secretary. No individual may hold more than one office. The Board of Directors may elect such other officers as it may deem advisable, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors.
Section 2. Power and Duties. The officers of the Association shall exercise and perform the respective powers, duties, and functions as are stated below and as may be assigned to them by the Board of Directors.
a. The President shall be the Chairman and a member of the Board of Directors of the Association and shall preside at all meetings of the Board. The President may sign, with the Secretary or any Assistant Secretary or any other proper officer of the Association designated by the Board of Directors, any deeds, leases, mortgages, deed of trust, or other documents of conveyance or encumbrance of any real property owned by the Association. He shall also perform all duties incident to the office of President and such other duties as may be assigned by the Board of Directors from time to time.
b. A Candidate for the position of President-Elect shall be an individual who is either not currently a member of the Board of Directors or a current board member who is due to retire from the board at the time of the subsequent election
c. The Treasurer shall be the principal finance officer of the Association; shall ensure that accurate books of account and records of financial transactions and the condition of the Association are kept and shall submit such reports thereof as the Board of Directors may from time to time require; and in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the President or by the Board of Directors. The Treasurer shall serve as Chair of the Finance Committee and lead its oversight responsibilities. The Treasurer shall make an annual financial report to the Association’s Board of Directors and to the members at each World Conference. With the approval of the Board of Directors, the Treasurer shall be authorized to engage any firm of certified public accountants to assist him/her in the performance of any of the duties incident to the Treasurer’s office.
d. The Secretary shall keep accurate minutes of the proceedings of the members and of the Board of Directors and of any committees of the Board of Directors; shall ensure that all notices are duly given in accordance with the provisions of these Bylaws; shall be custodian of the records and of the seal of the Association and shall attest the affixing of the seal of the Association when authorized by the Board of Directors; and shall perform such additional duties as are incident to such office and as may be assigned to such person by the Board of Directors or the President.
Section 3. Compensation. Officers may receive reasonable compensation for serving in such office. The Association shall reimburse any officer for all reasonable expenses incurred by such individual in connection with services rendered to or for the Association.
Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment such removal will serve the best interests of the Association. Any officer or agent elected or appointed by the members may be removed by the members whenever in their judgments such removal will serve the best interests of the association.
Section 5. Vacancies. A vacancy in any office because of the death, resignation, removal, disqualification, or otherwise, of an officer elected or appointed by the Board of Directors may be filled by the Board of Directors for the unexpired portion of the term.
Section 6. Standards of Conduct for Officers. Officers shall observe the same standards of conduct as are applicable to members of the Board of Directors.
ARTICLE V – Chief Executive Officer
Section 1. Chief Executive Officer. There shall be a Chief Executive Officer of the Association, who shall be employed by and report to the Board of Directors.
Section 2. Duties. The Chief Executive Officer shall attend to the execution of the routine activities of the Association between meetings of the Board of Directors, including the publication of the membership list, the circulation of a newsletter, providing announcements of scheduled workshops, and performing such other tasks as may be assigned to such person by the President or the Board of Directors.
Section 3. Appointment to Office of Secretary. Chief Executive Officer shall perform the functions of the office of the Secretary, and may designate such persons as Assistant Secretaries as the Chief Executive Officer sees fit, and may delegate any of the responsibilities of the office of the Secretary to such Assistant Secretaries.
ARTICLE VI – Journal
The Association shall have an official journal, whose title, publisher, and editor shall be selected by the Board of Directors. The Association shall also have a Publications Committee, which shall review the performance of the editor and publisher of the journal. The editor of the journal shall be an individual who shall serve at the pleasure of the Board of Directors. In the event of a vacancy in the position of editor, the President, with the approval of a Publications Committee, shall appoint a successor. The Board of Directors shall review and approve in advance all official publications of the Association.
ARTICLE VII – Contracts, Loan, and Deposits
Section I. Contracts. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted for on behalf of the Association and no evidence of indebtedness shall be issued in the name of the Association unless authorized by a resolution of the Board of Directors. Such authority may be general if confined to a specific dollar limit determined from time to time by resolution of the Board of Directors and shall otherwise be confined to specific instances. No loan shall be made to any officer or director of the Association.
Section 3. Checks, Drafts, and Notes. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by the resolution of the Board of Directors.
Section 4. Deposits. All funds of the Association not otherwise employed shall be deposited to the credit of the Association as soon as practicable in such banks, trust companies, or other custodians as the Board of Directors may select.
Section 5. Investment Managers. The Board of Directors shall have the authority to designate any bank, trust company, brokerage firm, or investment advisor to manage, invest, and maintain the custody of the assets of the Association.
Section 6. Fiscal Year. The fiscal year of the Association shall end on December 31 of each year.
ARTICLE VIII – Property
The property of the Association, unless otherwise directed by donors, shall be held and applied in promoting the general purposes of the Association declared in its Articles of Incorporation. No real estate belonging to the Association shall be conveyed or encumbered except by authority of a majority vote of the Board of Directors of the Association. Any such conveyance or encumbrance of real estate shall be executed by the President of the Association in the name of the Association, and such instrument shall be duly attested and sealed by the Secretary or any Assistant Secretary of the Association.
ARTICLE IX – Indemnification
Section 1. Definitions. For the purposes of this Article:
a. The terms "director or officer" shall include a person who, while serving as a director or officer of the Association, is or was serving at the request of the Association as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan. A director or officer shall be considered to be serving an employee benefit plan at the request of the Association if his or her duties to the Association also impose duties on or otherwise involve services by him or her to the plan or to participants in or beneficiaries of the plan. The term "director or officer" shall also include the estate or personal representative of a director or officer, unless the context otherwise requires.
b. The term "proceeding" shall mean any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, any appeal in such an action, suit, or proceeding, any inquiry or investigation that could lead to such an action, suit, or proceeding.
c. The term "party" includes an individual who is, was, or is threatened to be made a named defendant or respondent in a proceeding.
d. The term "liability" shall mean any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expense incurred with respect to a proceeding.
e. When used with respect to a director, the phrase "official capacity" shall mean the office of director in the Association, and, when used with respect to a person other than a director, shall mean the office in the Association held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Association, but in neither case shall include service for any foreign or domestic corporation or for any partnership, joint venture, trust, employee benefit plan, or other enterprise.
Section 2. General Provisions. The Association shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Association, against expenses (including attorneys' fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person [a] conducted himself/herself in good faith, [b] reasonably believed, in the case of conduct in his or her official capacity with the Association, that his conduct was in the best interests of the Association, and, in all other cases, that his conduct was at least not opposed to the best interests of the Association, and [c] with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. However, no person shall be entitled to indemnification under this Section 2 either [a] in connection with a proceeding brought by or in the right of the Association in which the director or officer was adjudged liable to the Association or [b] in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in his or her official capacity, in which he/she is ultimately adjudged liable on the basis that he/she improperly received personal benefit. Indemnification under this Section 2 in connection with a proceeding brought by or in the right of the Association shall be limited to reasonable expenses incurred in connection with the proceeding. 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 be itself create a presumption that the person did not act in good faith or otherwise failed to meet the standard of conduct set forth in this Section 2.
Section 3. Successful Defense on the Merits; Expenses. To the extent that a director or officer of the Association has been wholly successful on the merits in defense of any proceeding to which he or she was a party, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with such proceeding.
Section 4. Determination of Right to Indemnification. Any indemnification under Section 2 of this Article (unless ordered by a court) shall be made by the Association only as authorized in each specific case upon a determination that indemnification of the director or officer is permissible under the circumstances because such person met the applicable standard of conduct set forth in such Section 2. Such determination shall be made [a] by the Board of Directors by a majority vote of a quorum of disinterested directors who at the time of the vote are not, were not, and are not threatened to be made parties to the proceeding, or [b] if such a quorum cannot be obtained, by the vote of a majority of the members of a committee of the Board of Directors designated by the board, which committee shall consist of two or more directors who are not parties to the proceeding (directors who are parties to the proceeding may participate in the designation of directors to serve on such committee), or [c] if such a quorum of the Board of Directors cannot be obtained or such a committee cannot be established, or even if such a quorum is obtained or such a committee is so designated, but such quorum or committee so directs, then by independent legal counsel selected by the Board of Directors in accordance with the preceding procedures, or [d] by the regular members. Authorization of indemnification and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation of legal expenses shall be made by the body that selected such counsel.
Section 5. Advance Payment of Expenses; Undertaking to Repay. The Association shall pay for or reimburse the reasonable expenses (including attorneys' fees) incurred by a director or officer who is a party to proceeding prior to the final disposition of the proceeding if [a] the director or officer furnishes the Association a written affirmation of his or her good faith belief that he or she conducted himself or herself in good faith, [b] the director or officer furnishes the Association with a written undertaking, executed personally or on his or her behalf, to repay the advance if it is determined that he or she did not conduct himself or herself in good faith, which undertaking shall be an unlimited general obligation of the director or officer but which need not be secured and which may be accepted without reference to financial ability to make repayment, and [c] a determination is made by the body authorizing indemnification that the facts then known to such body would not preclude indemnification.
Section 6. Reports to Members. In the event that the Association indemnifies, or advances the expenses of, a director or officer in accordance with this Article in connection with a proceeding by or on behalf of the Association, a report of the fact shall be made in writing to the members with or before the delivery of the notice of the next meeting of the members.
Section 7. Other Employees and Agents. The Association shall indemnify such other employees and agents of the Association to the same extent and in the same manner as is provided above in Section 2 with respect to directors and officers, by adopting a resolution by a majority of the members of the Board of Directors specifically identifying by name or by position the employees or agents entitled to indemnification.
Section 8. Insurance. The Board of Directors may exercise the Association's power to purchase and maintain insurance (including with limitation insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was a director or officer of the Association against any liability asserted against him/her or incurred by him/her in any such capacity or arising out of his or her status as such, whether or not the Association would have the power to indemnify him/her against such liability under the provisions of this Article.
Section 9. Nonexclusivity of Article. The indemnification provided by this Article shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the Articles of Incorporation, any bylaw, agreement, resolution of disinterested directors, or otherwise, both as to action in such person's 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 director or officer, and shall inure to the benefit of such person's heirs, executors, and administrators.
ARTICLE X – Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Association in all case to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.
ARTICLE XI – Amendments
These Bylaws may be amended, altered, or repealed and new Bylaws may be adopted by a vote of the regular members, provided that notice of the proposed amendment, alteration, or repeal shall have been delivered to each regular member of the Association with the notice of the meeting at which the proposed amendment, alteration, or repeal will be presented to the regular members for action.
Within these bylaws, words importing a gender include any gender.
The above Bylaws were approved and adopted by the Board of Directors of the International Association for the Study of Lung Cancer and approved by its members, in July, 2013.