Previous Bylaws 2003

Bylaws of the

New Hampshire Society of Anesthesiologists

Adopted  02/01/2003

TITLE I: Organization

1.0 Name The name of the organization shall be the New Hampshire Society of Anesthesiologists (NHSA). The Society shall have the authority to enact articles of agreement, and file for non-profit corporation status under the laws of the State of New Hampshire.

2.0 Purpose It shall be the purpose of the New Hampshire Society of Anesthesiologists (hereinafter referred to in these Bylaws as the “Society”) to associate and affiliate into one organization the reputable physicians engaged or especially interested in anesthesiology and practicing in the State of New Hampshire.  The purpose shall include, but not be limited to, maintaining appropriate standards of care, protecting the public against irresponsible or unqualified practitioners of anesthesiology, protecting the public health, safeguarding the professional interests of the Society’s members, and assisting in the general elevation of the standards of medicine.

3.0 Organization The Society shall be chartered as a Component Society of the American Society of Anesthesiologists, and abide by the aims, principles, purposes and Guidelines to the Ethical Practice of Anesthesiology of that society.

4.0 Membership Members of this Society shall be persons of good moral character who recognize and comply with the Guidelines to the Ethical Practice of Anesthesiology as established by the American Society of Anesthesiologists, and the Principles and Medical Ethics of the American Medical Association.  All Members of this Society shall continuously meet the requirements of their particular category of membership and such other requirements as set forth in the Bylaws.

4.1 Categories of Membership

4.11 Active Members Doctors of Medicine or Osteopathy who either live or practice in the State of New Hampshire and are licensed to practice medicine in New Hampshire, and who have successfully completed a training program in anesthesiology accredited by The American Council on Graduate Medical Education (ACGME) or equivalent organizations, or by the American Osteopathic Association.

4.12 Armed Forces The requirement for licensure to practice medicine in the State of New Hampshire shall be waived for physicians on active duty in the Armed Forces.

4.13 ASA and other Component Membership.

4.13.1 Each active member of the Society shall also be an active member of the American Society of Anesthesiologists.

4.13.2 An active member cannot be an active member of another component society.

4.14 Affiliate Members.

4.14.1 A physician not in the clinical practice of anesthesiology.

4.14.2 A scientist, who, while not engaged in administering clinical anesthesia to humans, is nevertheless interested in anesthesiology.

4.15 Resident Members.

4.15.1 A resident member shall be a physician in full time training in an anesthesiology residency program accredited by the Accreditation Counsel or Graduate Medical Association (ACGME) or the American Osteopathic Association.

4.15.2 Each applicant shall file with the Secretary of the Society an application endorsed by the Director of the Training Program certifying compliance with Section

4.16 Retired Members. Retired members shall be those persons who previously were Active members and who have retired from the practice of anesthesiology.  Such persons shall be encouraged to remain within the Society as retired members, shall have no dues obligation, but may not vote nor hold office in the Society.

4.17 Honorary and Life Members. Honorary and Life members shall be those persons to whom the Society has extended membership based on a significant contribution to the purpose of the Society.  Such members shall have no dues obligation, but may not vote nor hold office in the Society.

4.2 Privileges of Membership. Only Active members may vote, hold office or serve on a committee unless otherwise modified in the bylaws.

4.3 Application for Membership. The officers shall have the authority to develop an application form to be completed by those persons wishing membership in the Society.  The Secretary, after receiving a completed application, shall cause to be investigated each applicant for active, affiliate, resident, or other membership to ascertain that each applicant fulfills the necessary criteria for Membership. The officers of the Society will then vote to accept or reject the applicant.

5.0 Officers

5.1 There shall at all times be a minimum of five (5) officers of the Society, who are not of the same immediate family or related by blood or marriage, including the President, Vice President, Secretary-Treasurer, and at least two (2) Officers-at-Large. The officers shall be considered to be the Executive Council of the Society.  The property, affairs and business of the Society shall be controlled and managed by the Executive Council, who may exercise all of the powers of the Society.  The Executive Council is responsible for establishing policy and providing for the management and planning of the Society.  The number of Officers-at-Large may be increased or diminished by action of a majority of the Executive Council at any regular or special meeting at which a quorum of officers is present, except that no such action shall be effective to remove any officers then in office or to reduce the number of officers to fewer than five (5).

5.2 Qualifications for Office.

5.21 The President.

5.21.1 Shall be an Active Member in good standing in this Society or another recognized component society for at least three (3) years.

5.21.2 Election is for a two (2) year term.

5.21.3 No individual may serve more then three (3) consecutive terms.

5.22 The Vice President.

5.22.1 Shall be an Active Member in good standing in this Society or another recognized component society for at least three (3) years.

5.22.2 Election is for a two (2) year term.

5.22.3 No individual may serve more then three (3) consecutive terms.

5.23 The Secretary-Treasurer.

5.23.1 Shall be an Active Member in good standing in this Society or another recognized component society for at least three (3) years.

5.23.2 Election is for a two (2) year term.

5.23 3 No individual may hold this office for more than three (3) consecutive terms.

5.24 The Officers-at-Large.

5.24.1 Shall be an Active Member in good standing in this Society or another recognized component society for at least three (3) years.

5.24.2 Election is for a two (2) year term.

5.24 3 No individual may hold this office for more than three (3) consecutive terms.

5.3 Term of Office

5.31 New officers shall begin their terms of office at the conclusion of the next Annual Meeting of the American Society of Anesthesiologists (ASA), or immediately at the conclusion of the NHSA Annual Meeting if the next ASA Annual Meeting is in excess of 45 days from the date of the NHSA Annual Meeting.

5.32 In the event that the annual meeting does not occur at the same time each year, the term of office shall include two (2) annual meetings for the president, vice president and secretary-treasurer.

5.4 Change of Status If an officer of the Society either leaves the Society or whose membership category changes from Active to any other status, he shall resign his office.

5.5 Elections

5.51 Nominations shall be received from the floor at the Annual Meeting of the Society.

5.52 In the event of a single candidate, the Secretary may cast a single ballot.

5.53 Voting shall be by voice, with a written ballot if any member so requests.

Election to office shall require a simple majority vote of the members present. If there are more than two candidates for an office and if none receives a majority of all votes cast on the first ballot, then a second balloting shall be held between the two candidates receiving the most votes on the first ballot, all other candidates being eliminated. In the event of a tie on the second balloting, the election will be decided on the toss of a coin.

5.6 Duties of Officers

5.61 The Officers of this Society shall have the rights, duties and prerogatives customarily attached to their respective offices in professional societies and such other duties may be assigned to them by the membership of the Society.  In addition, and more particularly, the Officers shall have the following responsibility:

5.61.1 President The President shall be responsible for the general organization and function of the Society.  Specific duties include, but are not limited to, organization of the Annual Meeting, committee appointments, budget planning and submission and acting as the official Spokesperson for the Society.

5.61.2 Vice President The Vice President’s primary function shall be to substitute for the President as the need may arise, and to perform other duties as requested by the President.

5.61.3 Secretary-Treasurer The Secretary-Treasurer shall serve as the official correspondent of the Society and be responsible for the daily administration of the Society, including but not limited to the recording, maintenance and preservation of the records of the membership. The Secretary-Treasurer shall receive, disburse, manage and account for all the funds of the Society and shall present a financial statement at the Annual Meeting.  The records of the Secretary-Treasurer may be subject to an annual audit at the request of the membership.

5.7 Vacancies

5.71 If, for any reason, an officer becomes unable or unwilling to perform the functions of office, or is removed from office, such vacancy shall be filled in the following manner:

5.71.1 President The Vice President shall succeed to the Presidency.

5.71.2 Vice-President The President shall appoint an interim Vice President, with election of a new Vice President at the next Annual Meeting.

5.71.3 Secretary-Treasurer The President shall appoint an interim Secretary-Treasurer, with election of a new Secretary-Treasurer at the next Annual Meeting.

5.8 Delegation of Duties Certain administrative tasks may be delegated as determined by the respective officers.  However, the officer is responsible for the performance of those duties.

5.9 District Director, Alternate Director, Delegates and Alternate Delegates

5.91 In addition, the Society is responsible for electing a District Director and Alternate Director, Delegates, and Alternate Delegates representing New Hampshire according to the bylaws of the American Society of Anesthesiologists Section 1.44.

5.92 Candidates for ASA Director and Alternate Director must meet the requirements of Section 5.21.1 of these Bylaws. Directors and Alternate Directors to the ASA shall be nominated and elected to three-year terms at the appropriate annual meeting of the Society.  In the event that more than one candidate is nominated at the annual meeting, an election shall be held by the Secretary-Treasurer and each member of the Society shall be sent the appropriate ballot and given a reasonable opportunity to vote. The winner will be chosen by a simple majority. In the event of a tie vote, the winner will be determined by a coin flip conducted by the President, after the coin has been checked by the Vice President or the Secretary-Treasurer.

5.93 Delegates to the ASA House of Delegates shall be elected to three-year terms and Alternate Delegates shall be elected to one-year terms at the appropriate annual meeting of the Society.  In the event more than one candidate is nominated for either office, the President shall conduct a secret vote at the annual meeting with the winner chosen by simple majority. In the event of a tie vote, the winner will be determined by a coin flip conducted by the President, after the coin is checked by the Vice- President or the Secretary-Treasurer.

5.10 Mutual Exclusivity The offices of President, Vice President, and Secretary-Treasurer are mutually exclusive and must be filled by three different members.  These Bylaws are not meant to preclude any of the Society officers simultaneously serving as Director or Alternate Director.

6.0 Meetings of the Membership

6.1 Meetings of the Society shall be held at least once per year.

6.2 If there are more than one meeting per year, one meeting shall be designated the Annual Meeting, which shall be stated in the meeting notice.

6.3 There may be no more than two annual meetings in one 18-month period.

6.4 Notice of a meeting, unless otherwise specified, shall be at least 30 days prior to the meeting date.

6.5 Annual Meeting.

6.51 This Society shall, at a time and place to be determined by the Membership, convene annually for the purpose of conducting necessary educational, fiscal, and professional activities pursuant to the provisions contained in these Bylaws.

6.52 Notification of the time and place of the Annual Meeting will be made by mail to each Active Member at least forty-five (45) days prior to the scheduled meeting.

6.53 Quorum A quorum shall exist when one officer and five (5) additional members are present.

6.54 Order of Business and Rules of Conduct The deliberations of the Society shall be governed by parliamentary usage as contained in the most recent edition of  The Standard Code of Parliamentary Procedure, except when:

6.54.1 Modified by these Bylaws.

6.54.2 Suspended by a two-thirds vote of the members present.

6.54.3 Alternative rules of procedure are adopted by the membership.

6.55 Voting

6.55.1 A simple majority will be the margin necessary to pass a motion except where otherwise stated.

6.55.2 Bylaws changes shall require a two-thirds majority in the affirmative and 30 days notice.

6.55.3 New members may be elected as defined in Section 4.3.

6.56 Record A summary of the proceedings of all meetings shall be published and distributed to the Membership.

6.6 Special Meetings.     Unexpected and sudden events may necessitate a Special Meeting.

6.61 A majority of the Executive Officers, if reasonably available, must agree as to the need for a Special Meeting.  This decision will be entered into the records of the Society together with the reasons for such a meeting.  The President shall then call a special meeting at an appropriate location.

6.62 Seven days written notice shall be given for a Special Meeting.  Such notice will include an agenda for the meeting.

6.63 A quorum shall be one Officer and five (5) additional members.

6.64 Business shall be limited to only the item(s) specified in the Notice of Meeting.

6.65 The minutes of Special Meetings shall be published and distributed to the membership, as well as read at the next Annual Meeting.

7.0 Committees.

7.1 Ad Hoc Committees.     The President at his discretion shall appoint any committees as are necessary to further the purposes of the Society and which are not in conflict with other provisions of these Bylaws.

7.11 Composition The number of members of any committee shall also be within the discretion of the President, but shall not consist of less than three (3) members.

7.12 Appointment.     The President, unless otherwise specified in these Bylaws, shall, after consultation with other officers of the Society:

7.12.1 Appoint members of new committees.

7.12.2 Appoint members to fill vacancies on existing committees as they occur.

7.12.3 Committee members shall serve until their replacement is appointed or until the Committee is terminated, whichever comes first.

7.12.4 Members, other than active members, may serve on committees but they may not vote.

7.13 Term of Office.     Committee members shall serve for three (3) years, unless otherwise specified in these Bylaws.

7.14 Termination of Appointment The President may replace a committee member at any time prior to the expiration of his term for any cause deemed by the President to be sufficient, which cause shall be specified in writing.

7.15 Chair The committee will choose a chair from among its members.

7.16 Dissolution A committee may be dissolved by either of the following processes:

7.16.1 The President, in consultation with the other Officers, may dissolve any Committee, with confirmation as described in Section 7.17.

7.16.2 A vote by the Membership.

7.17 Confirmation of Dissolution. The dissolution of any committee shall be presented to the membership at the next meeting for a vote.

7.18 Special Appointments When it is desirable for a non-member of the Society to serve on a committee, that individual must become an affiliate member prior to the said committee appointment taking effect. Appointment of affiliate members to committees is subject to membership approval, as described in Section 4.3 as well as 7.12.4.

7.2 Ethics and Discipline Committee The Committee on Ethics and Discipline shall receive, investigate and determine the accuracy of any report to the Society concerning any member’s acts amounting to unprofessional conduct, gross or repeated malpractice, addiction to alcohol or drugs, professional incompetence, and any other conduct that the Committee is authorized by law to consider.

7.21 The Committee may act under the procedures set forth below in the cases coming to it:

7.21.1 By complaint filed by a physician, layman, or organization.

7.21.2 On a motion of one of the Committee Members.

7.22 Initial Procedure. Charges against a member must be in writing, signed by the complainant and be delivered to the Secretary of the Society who shall immediately furnish, in accordance with Section 7.23, copies of said complaint to the member complained against and the Chairman of the Committee. The Chairman shall, within seven (7) days after receipt, appoint two (2) members of the Committee to investigate the charges on their merits. The two (2) members shall, within thirty (30) days, report their findings to the Committee, which shall determine:

7.22.1 That the charges are not sustained.

7.22.2 That the charges may be valid and that a hearing is in order.

7.22.3 The two (2) investigating members shall not participate or vote in the deliberations of the Committee nor in any subsequent hearing or action on the matter

7.23 Notice to Member. Within seven (7) days, the member complained against shall be given:

7.23.1 A letter from the Committee explicitly stating that he is the subject of a disciplinary investigation, stating the name of the person or organization bringing the complaint and stating the ramifications which could flow from an adverse determination by the Committee.

7.23.3 The letter shall inform the member of the procedures being followed by the Committee, and further, that should a hearing be necessary, he may be accompanied by legal counsel.

7.24 Hearing.

7.24.1 Should the Committee determine that a hearing is necessary, it shall provide notice to the complainant and member at least ten (10)  days prior to the date of the hearing.

7.24.2 A member should be informed that he or his legal representative may present evidence and witnesses and challenge evidence presented at the hearing. The Committee shall conduct the hearing in as fair and impartial manner as possible.

7.24.3 The hearing shall be limited to relevant material and evidence presented and shall not go beyond the subject matter, conduct, and particular cases outlined in the notice sent to the member pursuant to Section 7.23.

7.24.4 Should the Committee, as a result of the hearing, determine that additional conduct of the member complained against should be reviewed, it shall have the power to recess the hearing and to initiate a new notice pursuant to Section 7.23. However, the continuation of the hearing may not begin until at least ten (10) days have elapsed from the date of the new notice sent to the member.

7.24.5 The Committee, within its discretion, shall have the authority to continue the hearing at the request of either the complainant or the member, or upon its own motion.

7.24.6 After consideration of the evidence presented at the hearing and   upon due deliberation, the Committee shall prepare a report summarizing the evidence and stating one of the following recommendations: No disciplinary action be taken; The member be censored.; The member be suspended for a period of time.; The member be expelled.

7.25 Reports to the Executive Council. The report shall be sent to the complainant, the member, and to the Executive Council of the Society. The report shall be considered by the Executive Council at their next meeting and they shall, after due deliberation on the evidence presented in the report:

7.25.1 Accept the report and effectuate the recommendations of the Committee

7.25.2 Reject the report, stating the reasons therefor.

7.25.3 Refer the report back to the Committee on Ethics and Discipline for further hearing or deliberation.

7.26 Appeal Any member aggrieved by a determination of the Executive Council may appeal within ten (10) days to the membership by filing such an appeal with the Secretary of the Society.

7.26.1 When an appeal is filed with the Secretary, the appeal will be considered at a Special Meeting of the membership as defined in Section 6.6.

7.26.2 At the meeting of the membership to consider the appeal, the applicant may be present and present any information deemed relevant to the matter. After due deliberation, the membership may:

7.26.2.1 Accept the report, and deny the appeal.

7.26.2.2 Grant the appeal.

7.26.2.3 Refer the report back to the Committee on Ethics and Discipline for further hearing or deliberation.

7.27 Reinstatement of a Member

7.27.1 Members expelled from the Society for any cause shall be eligible for membership after two (2) years from the date of expulsion and on the same terms and in like manner as original applicants

7.27.2 Members who have been suspended shall automatically become members again in good standing on expiration of the period of suspension and payment of dues then current.

7.28 Final Report The final disciplinary action taken by the Executive Council against a member, after the expiration of any appeal period, shall be reported to the Board of Registration in Medicine, as required by State law. Records of the proceedings leading to such action, however, shall remain confidential.

TITLE II – Society Assets

1.0 Custodian The Secretary-Treasurer shall act as official custodian of the funds of this Society.

2.0 Dues and Assessments

2.1 Categories Active, resident, and affiliate members shall pay dues.

2.2 Level The appropriate level for each category of membership shall be recommended by the Treasurer for presentation at the Annual Meeting. The amount recommended shall be consistent with the current and predicted obligations of the Society in order that it may remain as an effective and solvent organization.

2.3 Due Date Annual dues statements will be distributed by the Secretary- Treasurer prior to November 1 of the preceding year and are payable by January 1 of the effective year. A member shall be deemed delinquent if dues are unpaid by March 31st . If still delinquent on May 1, and after prior written notification, the Member shall have his membership terminated effective May 1st of that year, except as stated in Section 2.33.

2.31 Membership Privileges. A member who is delinquent in dues may not vote, hold office or serve on a committee.

2.32 Re-instatement. A delinquent member may be re-instated by re-applying in the same category and same manner as an original application and paying all dues and assessments (if any) in arrears for the current year.

2.33 Extenuating circumstances. If requested by the delinquent member prior to March 31st and, in the opinion of the Executive Council, there are adequate extenuating circumstances as to the late payment of dues. The member may continue as an active member with all attendant privileges for the remainder of the calendar year, at which time dues for that calendar year must be received or membership terminated.  This extension may be granted only once.

2.4 Assessments

2.41 An assessment may be made at any time.

2.42 The assessment must be ratified at a meeting or by postal vote by the membership before being implemented.

3.0 Expenditures

3.1 New Any new non-budgeted expenditure over $500 shall require a majority vote by the Executive Council.

3.2 Existing Regular recurring expenditures are to be reimbursed to members as follows.

3.21 Annual Meeting of the NHSA. Reasonable and customary expenses (including but not limited to lodging and food) shall be reimbursed for Executive Council members. Receipts must be provided to the Secretary-Treasurer. Expenses of invited speakers will be covered. Receipts must be provided to the Secretary-Treasurer.

3.22 Annual Meeting of the ASA. The Society will pay one-half (1/2) the price of a first-class airline ticket from the departure airport to the city where the meeting is held. This stipend is limited to Executive Council members, Director, Alternate Director, Delegate(s) and Alternate Delegate(s). To obtain this stipend, the individual must send a written or email request to the Secretary-Treasurer including a copy of a website listing the price of a first class ticket for the dates of the meeting.  The Executive Council has the authority to truncate this stipend and/or apply it in a rank-order basis.  During such a time the rank-order priority for receiving this stipend will be 1) Delegate(s), 2) Alternate Delegate(s), 3) Director, 4)Alternate Director, 5) President, 6) Vice-President, 7) Secretary-Treasurer

3.23 ASA Board of Directors Meetings. The Society will pay one-half (1/2) the price of a first class airline ticket from the departure airport to the city where the meeting is held.  To obtain this stipend, the individual must send a written or email request to the Secretary-Treasurer including a copy of a website listing the price of a first class ticket for the dates of the meeting.  The Executive Council has the authority to truncate this stipend.  The individual may also receive $175/day per diem for each day a sanctioned meeting occurs. This stipend is limited to the Alternate Director, since the Director is reimbursed by the ASA..

3.24 National Legislative Conferences. The Society will have the option to cover reasonable and customary expenses for up to four Society representatives to this conference. Receipts for travel, food, and lodging expenses must be submitted to the Secretary-Treasurer in order to receive reimbursement.  Only “coach” airfare will be reimbursed. If more than four individuals desire to attend, the following rank order shall be observed – 1) Director, 2) President, 3) Alternate Director, 4) Vice-President, 5) Secretary-Treasurer, 6) Delegate,7) Alternate Delegate.  Noting that key congressional contacts may not necessarily be in a leadership position, the Executive Council has the authority to cover expenses for those individuals they deem important and/or necessary to attend, to further the interests of the Society.  The Executive Council may truncate this benefit as needed.

4.0 Assets The assets of the Society shall be used only for the benefit of the Society.

5.0 Dissolution Upon dissolution of the Society, after paying all debts and obligations of the Society, the remaining assets shall be distributed to a non-profit organization or foundation eligible for non-profit status under the provisions of Section 501(c)(3) of the Internal Revenue Code, as amended.

TITLE III:       Miscellaneous.

1.0 Equal-Opportunity This Society shall not discriminate on the basis of sex, race, creed, or national origin.

2.0 Gender Words indicating specific gender are for editorial convenience. The Bylaws  apply equally to either gender.

3.0 Supplemental Voting Procedures

3.1 Postal Votes It is likely that issues requiring immediate attention may arise, and waiting for the next Meeting may be inappropriate. Under these circumstances a Postal Vote may be used.

3.11 Initiation Only the President, in consultation with the other Officers, may initiate a Postal vote. The reasons necessitating a postal vote shall be entered in the records of the Society.

3.12 Eligibility. All active members in good standing are eligible to vote.

3.13 Response. Ballots postmarked more than 30 days after mailing date of record are invalid.

3.14 Results. Results of balloting by post shall be reported at the next Meeting, and entered in the records.

3.2 E-mail Notification by e-mail by the secretary at the member’s last recorded location fulfills the requirement for written notification except for issues involving ethics violations.

4.0 Conflict of Interest

Any possible conflict of interest on the part of any officer or employee, or a member of the immediate family of any such person, of the Society shall be disclosed in writing to the Executive Council.  The possible conflict of interest shall be made of record through complete and full written disclosure to the Executive Council when such individual has an interest that involves a specific issue before the Executive Council.

A transaction involving an officer, or a member of the immediate family of any such person, shall be prohibited unless it is in the best interests of the Society, the transaction is for goods or services in the ordinary course of business of the Society for the actual or reasonable value (or a discounted value) of the goods or services, the transaction is fair to the Society and the appropriate actions as set forth herein are taken. When the transaction involving an officer, or a member of the immediate family of any such person, exceeds Five Hundred Dollars ($500.00) but is less than Five Thousand Dollars ($5,000.00) in a fiscal year, the transaction must be approved by affirmative votes (and those affirmative votes must equal or exceed any quorum requirement specified herein) from at least two-thirds (2/3) of the Disinterested Officers (as hereinafter defined) without the participation, voting or presence of any officer with a financial interest in the transaction or an officer who has had a pecuniary benefit transaction with the Society in the same fiscal year.  When the transaction involving an officer, or a member of the immediate family of any such person, is in an amount equal to or greater than Five Thousand Dollars ($5,000) in a fiscal year, then: (i) the two-thirds vote of the Disinterested Officers set forth in the preceding sentence is required; and (ii) the Society must publish notice of the transaction in a newspaper of general circulation in the community in which the Society’s principal office is located, Concord, or a newspaper of general circulation throughout the State of New Hampshire prior to consummation of the transaction; and (iii) the Society must provide written notice of the transaction to the Office of the Director of Charitable Trusts within the Office of the New Hampshire Attorney General prior to consummation of the transaction.  The minutes of the meeting in which a transaction is discussed pursuant to this Section shall reflect that a disclosure was made, the abstention from voting and the actual vote itself.

Every new officer will be advised of this policy upon assuming the position of officer and shall sign a statement acknowledging an understanding of and agreement to the Conflict of Interest Policy as set forth in this Section.  The Executive Council will comply with all requirements of New Hampshire law concerning conflicts of interest related to non-profit entities and such New Hampshire requirements are incorporated into and made a part of this Section.  For the purposes of these By-Laws, a “Disinterested Officer” is an officer who does not have a financial interest in the transaction under consideration and has not been involved in a different transaction subject to this Section within the same fiscal year.

Under no circumstances is the Society to make any loans of money or property to any officers of the Society.  The Society shall not sell, lease for a term of greater than five (5) years, purchase or convey any real estate or interest in real estate to or from an officer without the prior approval of the probate court after a finding that the sale or lease is fair to the Society.

5.0 Fiscal Year

The fiscal year of the Society shall be fixed by the Executive Council.

6.0 Waiver of Notice

Whenever any notice is required to be given to the members or any officer by these By-Laws or the Articles of Agreement or the laws of the State of New Hampshire, a waiver of the notice in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to giving the notice.

7.0 Indemnification

The officers of the Society shall not be personally liable to the Society or its members for monetary damages for any breach or alleged breach of fiduciary duty as an officer, or both, except with respect to:

1.         Any breach of the officer’s duty of loyalty to the Society or its members;

2.         Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law; or

3.         Any transaction from which the officer derived any improper personal benefit.

8.0 Nonprofit Status

These By-laws of the Society shall at all times be so construed and limited as to enable the Society to qualify and to continue qualifying as a voluntary charitable corporation duly organized and existing pursuant to the provisions of Chapter 292 of the Revised Statutes Annotated of the State of New Hampshire, as amended.

Amended 9/20/03