The Society of Behavioral Medicine, Inc.
NAME AND FISCAL YEAR
The name of this organization is the “Society of Behavioral Medicine, Inc.” The Fiscal Year shall be January 1 through December 31.
DEFINITION, MISSION STATEMENT, AND DISSOLUTION
Section 1. Definition: Behavioral Medicine is the interdisciplinary field concerned with the development and integration of behavioral, psychosocial, and biomedical science knowledge and techniques relevant to the understanding of health and illness, and the application of this knowledge and these techniques to prevention, diagnosis, treatment and rehabilitation.
Section 2. Mission Statement: The Society is a multidisciplinary organization of clinicians, educators and scientists dedicated to promoting the study of the interactions of behavior with biology and the environment, and the application of that knowledge to improve the health and well-being of individuals, families, communities and populations.
Section 3. Dissolution: If the Society should be dissolved, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Society, distribute the remaining assets of the Society to one or more organizations operating for exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any future tax code), and/or to the Federal Government, or to any state or local government, for a public purpose. Any such assets not so distributed shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society is then located, exclusively to such organization or organizations as said Court shall determine, which operate exclusively for exempt purposes under Section 501(c)(3), and/or for public purposes.
The rules contained in the current edition of The Standard Code of Parliamentary Procedure, Revised and Updated, by Alice Sturgis shall govern the Society of Behavioral Medicine in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Society of Behavioral Medicine may adopt.
Section 1: There shall be seven categories of membership: Full, Student in Training, Transitional, Associate, Fellow, Affiliate and Emeritus.
(a) Full Member status confers the privileges of voting and holding office. The requirements include holding a terminal degree, professional rank or experience, or meeting certification or licensing requirements for independent practice in a field related to behavioral medicine.
(b) Student-In-Training Member status is reserved for those who are enrolled in a full-time training program in a field relevant to the aims of the Society. To maintain membership, students/trainees are required to submit verification of full-time student or post-doctoral training status each year with their membership renewal form. Students/Trainees pay a reduced fee and do not have the right to vote or hold office.
(c) Transitional Member status offers the same privileges and member benefits as Full membership, but at a discounted rate. Transitional membership provides a discount to recent graduates who are in the early stages (first two years) of their careers. The Transitional rate is available for two consecutive membership years with a graduated increase in membership fee from Transitional Year 1 to Transitional Year 2 and has the same requirements as Full membership.
(d) Associate Member status is for individuals who agree with the purposes and objectives of the organization as set forth in ARTICLE II (Definition, Mission Statement, Goals), but who do not meet the requirements for Full membership. Associate members do not have the right to vote or hold office.
(e) Fellow status is a distinction conferred by the Society on full members in recognition of outstanding contributions to the advancement of the science and practice of behavioral medicine. Among the considerations for this distinction are academic, professional, clinical, legislative, or other meritorious accomplishments. Consideration for the status of Fellow is at the initiative of the Awards Committee subject to approval by the Board of Directors. Fellows retain all privileges and benefits of Full Membership.
(f) Affiliate Member status is conferred on non-individuals (e.g., organizations, corporations, educational institutions). Membership in this category is determined by majority vote of the Board of Directors. Representatives of entities within this category are not entitled to vote or to hold office. While affiliate members are considered valuable supporters of the society and its functions, membership does not imply endorsement by the society of any products or activities.
(g) Emeritus Member status is conferred to a member who has reached the age of 70, is retired, and has had at least eight years of active membership. Such status is granted by sending a request to the secretary-treasurer to be advanced to emeritus membership. Emeritus Members retain all privileges and benefits of full membership, but at a discounted rate.
Section 2: Revocation of Membership: Any member may be suspended for a period of time or expelled from the Society for causes including, but not limited to, violation of any of the bylaws or rules of the organization, or for public conduct prejudicial to the best interests of the Society. Specific causes for expulsion shall include, but shall not be limited to, the following:
(a) Representation of membership in the Society as certification for professional activity,
(b) Evidence of misrepresentation of information on the application form,
(c) Proof of scientific or professional misconduct or conviction for a felony.
Suspension or expulsion shall require a two-thirds vote of the members of the Board of Directors. A specific statement of charges shall be sent by certified mail to the last known address of the member so charged, at least 15 days prior to the action of the Board. The statement shall also include a notice of the time and place where the Board will meet to consider the charge, so that the accused member has the opportunity to prepare a defense and refute the charge if he or she so desires.
Section 3: Dues and Audit: Dues shall be assigned annually according to type of membership. A portion of the dues may be assigned to pay for publications of or provided by the Society. Any changes in the amount of dues are to be approved by the Board of Directors.
An audit of the Society's financial status shall be performed yearly and the results of this audit shall be presented by the Secretary-Treasurer to the membership during the subsequent annual business meeting.
MEETINGS OF MEMBERS AND VOTING
Section 1: Annual Member Meeting: An annual meeting of the members of the Society shall be held at such date, time and place (either within or outside the state of New York) as shall be determined by the Board of Directors. An annual business meeting of the members shall also be conducted each year at which shall be conducted any matters not required to be conducted at the annual meeting of members and such annual business meeting may be held either during or otherwise in conjunction with the annual meeting of members, or at a different date, time, and place as determined by the Board of Directors. For purposes of clarity, the Board of Directors may determine that an annual meeting of members or an annual business meeting of members shall be held solely by means of electronic communication, the platform/service of which shall be the place of the meeting for purposes of this Section. The lesser of one hundred (100) members entitled to vote or one-tenth (1/10) of the total number of members entitled to vote, whether in person or by proxy, shall constitute the quorum necessary for transaction of the business by the members of the Corporation. Except as otherwise provided in these Bylaws or under applicable law, a majority of the number of votes cast by members entitled to vote at a meeting at which a quorum is present shall constitute action of the members of the Corporation.
Section 2. Special meetings: of the Society may be called by the Board of Directors at any time. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called, and at such meeting, any such business may be transacted which is related to the purpose or purposes set forth in the notice.
Section 3. Nomination of Officers: The Nominating Committee shall invite suggestions from the membership for nominations for those offices that are vacant or are about to expire, allowing at least thirty (30) days for such suggestions. The Nominating Committee shall place on the slate for election of officers the name of the qualified candidate receiving the largest number of nominations by the membership. In addition, the Nominating Committee may add to such slate additional member-suggested names or names of candidates of its own choice. The Nominating Committee shall strive to maintain balanced professional representation among SBM's officers including a balance among the professional groups and disciplines whose diversity is a major strength of the Society. At least thirty (30) days prior to the annual meeting of members for any year, the Nominating Committee shall release to the membership the slate for the election of officers with no fewer than two (2) candidates for each office. Voting and counting of votes for election of officers shall be by the Hare system. As used here, the Hare System will be based on members ranking the candidates for each office for which there are more than two candidates. If a candidate wins more than half of the 1st-place votes, that person shall be declared elected. If not, the candidate with the fewest 1st-place votes shall be removed and the second place votes of those who voted for that person shall be assigned to the remaining candidates. This shall be repeated until one candidate receives more than half of the votes.
Section 1. Election: The President, President-Elect, Immediate Past-President Secretary-Treasurer, and three (3) Member Delegates shall be elected by the eligible voting members.
Section 2. Terms of Office: The President, President-Elect and Immediate Past-President shall serve a one-year term for each office, or a total of three (3) years for all three offices. The Secretary-Treasurer and three Member Delegates shall each serve a term of three (3) years.
Section 3. Qualification for Office: Any Full member, Transitional member, Fellow of the Society, and Emeritus member whose membership is current shall be eligible for nomination and election to any elective office.
Section 4. Vacancies: If the office of President-Elect becomes vacant a special election will be held and the successful candidate will be installed as President or President-Elect as the case may be, within three (3) months of when the vacancy occurred. If the office of Secretary-Treasurer becomes vacant with more than one (1) year remaining in the term of office, a special election will be held and the successful candidate will be installed as Secretary-Treasurer within three (3) months of when the vacancy occurred to serve the remainder of the term. If the office of Secretary-Treasurer becomes vacant with less than one (1) year remaining in the term of office, the Board may appoint a Full member, transitional member, emeritus member, or Fellow of the Society to fill the position for the balance of the term.
Section 5. Duties of Officers: The duties of officers will be as herein after specified or as otherwise provided by law.
Section 6. President: The President shall preside at and schedule meetings of the Board, the annual meeting of the Society, and any special meetings that may be called. The President shall prepare the agendas for said meetings. The President shall not hold any other position on the Board while in office. The President shall be responsible in all matters, stated or implied that are related to the welfare, stature, and proper operation of the Society. The President shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board.
Section 7. President-Elect: In the President's absence at any meeting except the annual Board meeting, the President-Elect shall be chairperson. In case of the absence, disability, or resignation of the President, the President-Elect shall perform the duties of the President. The President-Elect shall make nominations for approval by the Board for any appointive position which must be filled except as otherwise stated. The President-Elect shall work as closely as possible with the President on all executive matters.
Section 8. Immediate Past-President: The Immediate Past-President shall preside at the annual Board meeting in the absence of the President, and at all meetings in the absence of both the President and President-Elect.
Section 9. Secretary-Treasurer: The Secretary-Treasurer shall keep minutes of all meetings of the Board and of the membership of the Society; shall review the minutes recorded by the Executive Director for accuracy and completeness prior to distribution to the Executive Committee and/or membership; shall see that all notices are duly given in accordance with the provisions of law and the Bylaws; shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records. In addition he/she shall serve as Chair of the Finance Committee and fulfill that role as specified in Section 1. (b) of these Bylaws. He/she shall be in charge of and be responsible for all funds, securities, receipts and authorized disbursements of the Society; shall deposit or cause to be deposited, in the name of the Society, all money or other valuable effects in such banks or other depositories as shall from time to time be selected by the Board; shall render to the President and to the Board, whenever requested, an account of the financial condition of the Society; and shall in any event report annually to the Board and membership; and shall submit financial statements certified by any group of individuals chosen by the Board. In general, the Secretary-Treasurer shall perform all the duties incident to the offices of Secretary and Treasurer of a corporation and may, in the execution of the powers granted, delegate authority and responsibility to the Executive Director.
More specifically, the Secretary-Treasurer ensures that the SBM minutes are properly recorded and written (by the Executive Director) to include the time and place of the meeting, the names of those present and accurate reporting of meeting activities and motions. The minutes are drafted by the Executive Director and are sent to the Secretary-Treasurer for review and approval. After revision, the Secretary-Treasurer signs the minutes and they are distributed to the Board.
Section 10. Member Delegates: Member Delegates are charged with representing the broad-based interests of the membership and other interests as delegated by the President with consideration to the Member Delegates skills and abilities and areas of expertise.
BOARD OF DIRECTORS
Section 1. Functions: The governing body of the Society shall be the Board of Directors, herein called the Board. The Board shall have supervision, control and direction of the affairs of the Society, its Councils, Committees, and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate authority and responsibility to the Executive Committee and/or the Executive Director.
Section 2. Composition of Board: Except for the initial Board set forth in the Certificate of Incorporation of the Society, the Board shall be comprised of the following voting Members: President, Immediate Past-President, President-Elect, Secretary-Treasurer, three (3) elected Member Delegates, and Chairs of the seven (7) Councils: Education, Training, and Career Development, Publications & Communications, Membership, Council on Special Interest Groups, Scientific & Professional Liaison, Health Policy Council, and Digital Health Council.
The seven (7) Council Chairs shall be responsible to the Board for actions taken, statements made, or reports issued in the name of the Society by the Councils and/or committees under their jurisdiction. A Board Member may not concurrently hold more than one position on the Board. If a Chair of one of the seven (7) Councils is elected to another office, the President shall, with the approval of the Board, appoint a member to complete that Chair's term of office. In no event shall any member of the Board be allowed more than one vote.
Section 3. Removal: Failure by any officer, council or committee chairperson to attend two consecutive Board meetings without just cause may be grounds for removal from office and from the Board by a two-thirds vote of the Board. A member of the Board of Directors will be given four (4) weeks prior written notice of the Board's intention to remove him/her so that he/she may prepare and present a defense.
Section 4. Meetings: Meetings of the Board shall be held no less than two (2) times during each administrative year at such time and at such place as the Board may prescribe. Other meetings of the Board may be called by the President or at the request of any three directors by notice mailed, delivered, or e-mailed to each member of the Board, not less than one week before the meeting is held. The President may invite other persons to attend any Board meeting ex-officio. Action taken with the consent of a majority of Directors shall constitute a valid action of the Board and shall be reported at the next regular meeting of the Board. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereof by the members of the Board shall be filed with the minutes of the proceedings of the Board. Any one or more members of the Board may participate in a meeting of the Board 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 5. Executive Committee: The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such Executive Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board.
The Executive Committee shall consist of the following voting members of the Board of Directors: President, President-Elect, Immediate Past-President, Secretary-Treasurer and member delegates.
The President shall call such meetings of the Executive Committee as the business of the Society may require, or a meeting shall be called by the President at the request of two (2) members of the Executive Committee.
Section 6. Compensation: No officer, or member of the Board of Directors of the Society may receive a fee for any services rendered to the Society except for situations expressly approved by the full Board of Directors. Additionally, officers or directors may receive reimbursement for expenses incurred by attending meetings.
Councils may be created by these Bylaws or by resolution of the Board or of the general membership, to function on behalf of the Board in a manner provided for in the Bylaws or in the aforesaid resolution or resolutions or letters of Presidential appointment. Councils constituted by any other means shall not be recognized as representing the Society
Permanent councils of the society include: Digital Health, Education, Training & Career Development; Health Policy; Membership; Publications & Communications; Council on SIGs; and Scientific and Professional Liaison.
Each permanent council will have no fewer than five members. One member will be appointed Chairperson by the President-Elect and approved by a majority vote of the Board of Directors. The President-Elect shall maintain balanced professional representation of the Board by appointing council chairs representing diverse disciplines in the behavioral and biomedical fields. All Council chairs and council members must be members of the Society in good standing. The council chair will be responsible to appoint members to their council with final approval by the Board. The council chair and council members will serve a three-year term.
Section 1. The seven (7) permanent Councils are:
(a) Council on Special Interest Groups (SIG): This Council is charged with developing and fostering scientific activities in specific fields and specialties, joint interdisciplinary programs and services with other professional organizations, and represents scientific specialties of the Society in the international behavioral medicine community.
(b) Digital Health Council: This Council will support the Board’s work broadly related to: developing partnerships with the digital health industry and other professional societies focused on digital health; positioning SBM as a leader in the development, dissemination, and evaluation of high impact, evidence-based digital health solutions; identifying opportunities for SBM to create educational content that can be disseminated via technology-mediated channels to raise awareness of SBM’s work and potentially generate revenue for the Society; working to secure funding for Annual Meeting activities through an expanded digital health vendor presence at the Annual Meeting; supporting SBM members doing digital health research by making connections between academic researchers and industry and facilitating SBM recognition of member digital health contributions.
(c) Education, Training & Career Development Council: This Council is responsible for identifying existing education and training programs and promoting the development of new interdisciplinary education, training, and career development efforts in behavioral medicine.
(d) Health Policy Council: This Council is charged with developing and fostering health policy initiatives and activities congruent with the mission of the society. Moreover the Council is responsible for ensuring coordination of the activities of the Health Policy Committee and the Civic and Public Engagement Committee.
(e) Membership Council: This Council is charged with building and maintaining a multi-disciplinary membership of behavioral medicine professionals. The Membership Council is responsible for the evaluation of applications for membership and the establishment of appropriate criteria for membership.
(f) Publications & Communications Council: This Council is responsible for disseminating the highest quality scientific information and literature to members, non-member health professionals, and the general public.
(g) Scientific & Professional Liaison Council: This Council is charged with developing and fostering joint interdisciplinary programs and services with other professional organizations.
Section 1. There will be seven (7) standing committees:
(a) Nominating Committee: The President with the approval of the Board shall appoint a Nominating Committee which reflects the multidisciplinary composition of the voting membership.
The Nominating Committee shall consist of seven (7) Full Members. The chair for this committee should be the immediate past president. In the event the Immediate Past President is not available, the President shall appoint another officer to serve as chair.
(b) Finance Committee: This committee shall be responsible for recommendations regarding fiscal policy to the Board, including but not limited to proposals and recommendations regarding investment and management of Society reserves. The Secretary-Treasurer shall serve as chair and shall propose a budget for the next fiscal year for approval by the Board. The Secretary-Treasurer/Finance Committee chair shall review expenditures periodically and advise the President in advance of any proposed expenditures which are in excess of the budget or which might reasonably appear to become in excess of the budget. The President-elect shall appoint Finance Committee members consisting of the Chair of the Development Committee and at least one other full member of the Society. The term of office for all members of the Finance Committee shall be for three (3) years and members on this committee shall not serve more than two (2) successive terms.
(c) Health Policy Committee: The Health Policy Committee will identify, assess and develop key opportunities to inform the policy debate at the federal and state level on issues related to the SBM mission. The Committee may develop policy positions for the Society to be reviewed and approved by the Executive Committee acting for the Board. These shall highlight the contributions of behavioral medicine in advancing healthcare and public health. The Committee may work with other Committees and Councils of the Society in its policy work and establish relationships with other scientific groups and associations involved in public policy
The President-Elect with approval of the Board shall name a Committee Chair. The Committee Chair shall invite up to ten (10) other Society members to serve on the Committee who have interest and experience in health policy issues. The term of office for the Chair shall be three (3) years. The Chair shall not serve more than one term. The President and President-Elect will participate as ex-officio members.
(d) Program Committee:
Committee Responsibility: The Program Committee shall be responsible for reviewing, selecting, and planning the Annual Meeting program.
Composition: Co-chair, Chair, Past Chair, and members.
Positions and roles:
- The Co-Chair position is structured as a supportive role (to the Chair) rather than parallel with the Chair. After one SBM year*, the Co-Chair ascends to the Chair position.
- The Chair shall direct all Program planning processes and shall officiate at all meetings of the Committee.
- The Past Chair brings his/her experience to the planning and implementation process.
- Members (number and individuals determined and appointed by the Chair) contribute their expertise to the planning and implementation process.
Appointment process: Immediately following the SBM election, the sitting President-Elect shall convene a group consisting of him/herself, the incoming President-Elect, the sitting Program Chair, and the sitting Program Co-Chair for the purpose of appointing a new Program Co-Chair, subject to Board approval. Such appointment shall occur prior to the annual SBM conference. The newly appointed Program Co-Chair will be invited to attend the Board of Director’s meeting typically held at the beginning of the conference.
Terms: The Co-Chair serves for one SBM year after which s/he ascends to Chair. The Chair serves for one SBM year, after which s/he serves as Past Chair for one SBM year. All other Committee members serve for one SBM year; however, these members may serve successive terms if willing and at the discretion of the Program Chair.
*An SBM year runs from one Annual Business Meeting to the following Annual Business Meeting.
(e) Development Committee: The overall aim of the Development Committee is to (1) promote the Society to targeted organizations and groups, and (2) identify and solicit support from potential sponsors for Society activities and events. The committee shall consist of a Chair appointed by the President-Elect for a 3-year term. The Chair shall appoint other Society members for 3-year terms in consultation with the Board.
(f) Awards Committee: The Awards Committee is charged with soliciting, reviewing, and recommending for selection the nominations for Society of Behavioral Medicine Achievement Awards and Fellow membership status. All recommendations for award recipients are subject to approval by the SBM Board of Directors. The Committee is also charged with providing recommendations to the Board of Directors regarding awards policy. In addition to coordinating with the ETCD Council in determining student and mentor related awards, the Awards Committee may also consult and utilize other members and/or other Councils or Committees of the Society in the review process. The Awards Committee is additionally charged with considering members for the status of Fellow subject to approval by the Board of Directors. The Awards Committee consists of the chair, appointed by the President for a 3-year term, the Chair of the ETCD Council and five members selected by said chair, which should represent a balance of clinical, (eg: clinical psychology, medicine, nursing, public health) and non-clinical (eg: basic behavioral, basic biomedical science) disciplines, for staggered terms.
(g) Civic and Public Engagement Committee: The Civic and Public Engagement Committee is charged with continuously monitoring the health policy environment for the purposes of identifying opportunities for endorsing and/or advocating for policies or policy changes congruent with the mission and vision of the Society. The environment includes, but is not limited to, current or proposed laws, regulations, and practices. Activities may include the development and publication of position statements, journal articles, opinion pieces, letters to editors, blogs, tweets, and legislator or regulator education. Messages must comply with 1) Executive Committee or Board-approved content and 2) IRS regulations covering 501 (c) (3) tax-exempt organizations. The Committee consists of a chair, appointed by the President-elect for a 3-year term, and at least two other Society members appointed by the Chair to serve 3-year terms.
Section 2. There will be one (1) special committee:
(a) Audit Committee: The Audit Committee shall receive, review, and recommend approval of the annual audit report from the auditors and ensure that the full Board and the staff are aware of and responsive to any issues raised by the auditors. The Audit Committee shall consist of three (3) full members. When the Audit Committee is initially formed, the President-Elect, with approval of the Board, shall name three (3) former Board members to the Committee, one appointed for a three-year term, a second member appointed for a two-year term, and a third member to be appointed for a one-year term. The President-Elect, with approval of the Board, shall name the first Chair who can be any one of the initial three members. In subsequent years, the President-Elect, with Board approval, shall appoint members, as needed, as well as the Chair; the Chair shall be chosen from among members who have served at least one year on the Finance and/or Audit Committee.
The Board has the right to appoint positions for all Society publications.
These Bylaws may be amended, repealed, or altered in whole or in part. Amendments to the Bylaws may be proposed to the membership by the Board or may originate from a committee or the membership. In the latter case, they must be proposed in writing to the Board by five (5) of the Society’s voting members in good standing. The proposed amendment must be approved by a two thirds (2/3) vote of the voting members at a meeting at which a quorum is present as described in Section 1, above, in order for the amendment to be adopted. The results of the vote on a proposed amendment will be announced to the membership. The Secretary-Treasurer will be responsible for assuring compliance with the above procedures. A bylaw amendment may not contradict the Articles of Incorporation.
LIAISON TO OTHER PROFESSIONAL GROUPS
Liaison to other professional groups will be established by the President or designee.
There shall be no discrimination on the basis of color, race, religion, creed, national origin, age, gender, sexual orientation, marital status, physical handicap or physical appearance in decisions concerning eligibility for membership, committee assignments or office or concerning employment, transfers or promotions of any staff, or concerning any other business or activity of the Society.
CONFLICTS OF INTEREST
No Officer, Board member, council or committee member shall vote on any matter that would involve him/her in a conflict of interest. A vote as to whether an actual conflict of interest exists shall be decided by a majority of votes of the body involved in the matter, but excluding the vote of the individual who is deemed to have a potential conflict of interest in the issue.
Whenever an Officer, Board, council or committee member has cause to believe that a matter to be voted on would involve him/herself in a conflict or possible conflict of interest, he or she shall announce the conflict or possible conflict of interest and shall abstain from voting and absent himself/herself during the discussion of the matter.
Any other member of the Board, council, committee or membership may raise a question of conflict of interest or possible conflict of interest with respect to any officer, council or committee member present. The question of whether an actual conflict of interest exists shall be decided by a majority vote of the body involved in the matter. Decisions of committees on conflicts of interest are subject to review by the Board and shall be noted for permanent record.
INDEMINIFICATION OF LIABILITY FOR OFFICERS AND DIRECTORS
A director, officer, employee, or member of the corporation is not liable on the corporation’s debts nor obligations and a director, officer, member, or other volunteer is not personally liable in that capacity, for a claim based upon an act or omission of the person performed in the discharge of the person’s duties, except for a breach of the duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit.
SUPPORT BY SOCIETY
The Society, its individual members, and/or its committees may lend consultative support or otherwise contribute to the educational programs of other organizations and institutions at any time. Such support, however, shall not necessarily include the lending of the Society's name to that endeavor.
USE OF THE SOCIETY’S NAME AND CO-SPONSORSHIP
The use of the Society's name shall constitute co-sponsorship; this requires prior approval of the Executive Committee.