Bylaws of Incorporation of International Hepato-Pancreato-Biliary Association, Inc.

ARTICLE I

General

• Section 1. Purposes of Corporation.  The purposes of this Corporation shall be as set forth in the Articles of Incorporation of the Corporation. These Bylaws specify various matters affecting the operations and governance of the Corporation.
• Section 2. Solicitation and Receipt of Gifts.  The Corporation may seek gifts, contributions, donations and bequests (herein generally called “gifts”) for its purposes. While the Corporation specifically encourages unrestricted gifts whose principal and/or income therefrom may be used for the Corporation’s purposes in the discretion of the Council of the Corporation, the Council will accept gifts for a restricted or otherwise designated purpose if such restriction is determined by the Council to be acceptable or otherwise conforms with these Bylaws and any other guidelines established by the Council for such restricted gifts.

ARTICLE II

Members

• Section 1. Membership Categories.  The Corporation shall have the following types of members:
  1. Active
  2. Senior
  3. Honorary
• Section 2. Qualification; Application.
  1. Active Membership shall be available to any suitably qualified medical practitioner or scientist actively involved in any of the hepatic, pancreatic or biliary fields. An applicant for membership shall complete and sign the official application form, which shall be submitted to the Secretary General.
  2. Senior Membership shall be offered on application after retirement from active academic or clinical practice. Senior Members shall receive notices of activities of the Corporation, such as conferences, but will not have voting rights or receive the Corporation’s journal (HPB). Senior Members will be exempt from the annual membership subscription.
  3. Honorary Membership shall be considered for those distinguished individuals who have made exceptional contributions in the fields of hepatic, pancreatic and biliary disease, whether clinical or scientific. Honorary Membership may be proposed by any Member for consideration by the Corporation’s Council, which will seek approval from the Membership at its next General Assembly. Honorary Members will have all the voting rights of Active Members but are excluded from holding office and are exempt from the annual membership subscription. (Any reference herein to a vote of the Members or Membership shall mean a vote of the Active and Honorary Members.)
• Section 3. Election of Active Members. Candidates for Active Membership shall obtain an official application form and submit it duly completed to the Secretary General of the Corporation for approval by the Council. Membership commences on payment of the appropriate annual membership subscription.
• Section 4. Annual Membership Subscription. Active Members will be required to pay an annual subscription to maintain their membership and support the activities of the Corporation. The level of the fee will be determined by the Council and approved by the Membership at the General Assembly. Any Member who fails to pay the subscription for two consecutive years after two reminders from the Secretary General will be deemed to have resigned from the Corporation. The currency used and mechanism for collection of subscriptions will be determined by the Council.
• Section 5. Termination of Membership. Active Members will cease to belong to the Corporation, as determined by the Council, by virtue of the following:
  1. Resignation in writing to the Secretary General or death of the Member;
  2. Nonpayment of appropriate membership subscriptions;
  3. Failure to adhere to the Corporation’s Articles of Incorporation and Bylaws, as determined by the Council;
  4. Failure to retain good standing within the medical profession, as determined by the Council;
  5. Expulsion by a majority vote of the Membership at the General Assembly, on the recommendation of the Council.
• Section 6. Meetings.
  1. General Assembly. The business meeting of the Members shall be the General Assembly, which shall be held together with the Scientific Meeting of the Corporation (World Congress) every two years. The dates and venue of the General Assembly and World Congress shall be proposed by the Council and determined by the Members of the Corporation in General Assembly. All Members of the Corporation are entitled to submit in writing to the Secretary General items for inclusion on the agenda of the General Assembly three months in advance of the meeting.
  2. World Congress. At the Scientific Meeting of the Corporation (World Congress), papers shall be read by Members or by individuals sponsored by Members. The Scientific Committee shall designate a time limit for presentations and discussion and may invite speakers who are not Members of the Corporation. Guests shall have the privilege of the floor by invitation at sessions of the World Congress but shall not be allowed to attend the General Assembly. English shall be the official language of the Corporation.
  3. Regional Congresses. The Corporation will encourage regional meetings in the alternate years between World Congresses. These meetings will be continental and/or hemispheric in scope. These meetings will be organized and run by independent regional hepato-pancreato-biliary societies, associations, chapters and/or corporations.
  4. National Congresses. The Corporation will also encourage national meetings. These meetings will be organized and run by independent national hepato-pancreato-biliary societies, associations, chapters and/or corporations.
• Section 7. Quorum; Action. Fifty (50) of the number of Active and Honorary Members shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Active and Honorary Members present at a duly held meeting at which a quorum is present shall be the act or decision of the Members, unless the law, the Articles of Incorporation of the Corporation or these Bylaws require a greater proportion.
• Section 8. Notices. Notice of any meeting of the Members of the Corporation, in each case specifying the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which it is called, shall be given to each Member by written notice delivered in person, by e‑mail, telegraph, facsimile or other form of communication, or by mail or private carrier, not more than ninety (90) days prior to the date of the meeting but at least thirty (30) days before the time set for such meeting or, if notification is by mail, by mailing such notice at least forty-five (45) days before the time set for such meeting, unless a different time shall be prescribed for a particular action by Chapter 181 of the Wisconsin Statutes. If mailed, such notice shall be deemed to be delivered when deposited in the mail, with postage prepaid, addressed to the Member at his address as it appears on the records of the Corporation.
• Section 9. Waiver of Notice. The transactions of any meeting of the Members of the Corporation, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, a written waiver of notice of the meeting, containing the same information as would have been required to be included in a proper notice of the meeting, is signed by the Member or Members entitled thereto. Such waiver shall contain the same information as would have been required to be included in such notice, except that the time and place of the meeting need not be stated. All such waivers shall be filed with and made a part of the minutes of the meeting.
• Section 10. Action Without Meeting. Any action which may be taken at a meeting of the Members may be taken without a meeting if Members holding at least 50% (fifty percent) of the voting power shall consent in writing to such action. Such action must be evidenced by one or more written consents describing the action taken, signed by the required number of members, and delivered to the Corporation for inclusion in the minutes or corporate records. All signatures on the written consent shall be dated and, in determining whether the required number of Members have signed the consent, only those signatures dated after the date of the most recent meeting of the Members may be counted. Such action by written consent shall have the same force and effect as the vote of the Members at a meeting duly called and held. Written notice of Member approval shall be given to all Members who have not signed the written consent. If Member approval by written consent is less than unanimous, any such actions contemplated by such consent will be effective 10 days after the aforementioned notice has been given.
• Section 11. Organization.The President of the Corporation, or in the absence of the President, the President-Elect, shall act as chair of the General Assembly.

ARTICLE III

Council

• Section 1. Powers. Subject to the limitations of the Articles of Incorporation of the Corporation, these Bylaws and the laws of the State of Wisconsin, the affairs of the Corporation shall be managed by the Council, consisting of the Directors of the Corporation. The Council shall be considered the Board of Directors of the Corporation for purposes of the Wisconsin Statutes and Wisconsin law.
• Section 2. Number; Election; Term. The number of Directors of this Corporation shall be not less than thirteen (13) nor more than fifteen (15). The Directors shall consist of the Officers of the Corporation, as defined in Article IV. Membership of the Council shall reflect the international representation of the Corporation. Directors shall be elected in the manner provided in Article IV, and each Director shall serve the term specified for his/her Office in Article IV.
• Section 3. Resignation. A Director may resign at any time by giving written notice to the Secretary General of the Corporation, who shall advise the Council of such resignation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary General of the Corporation.
• Section 4. Removal. The Members of the Corporation may, with or without cause, remove one or more Directors or the entire Board. A Director may be removed only if the number of votes cast to remove the Director would be sufficient to elect the director at a meeting of the Members. A Director may be removed only at a Member meeting called for the purpose of removing the Director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Director. A Director appointed to fill the vacancy of a Director who was elected by the Members may be removed without cause by the Members but may not be removed without cause by the Board.
• Section 5. Vacancies. Any vacancy in the Council occurring for any reason, including an increase in the authorized number of Directors, shall be filled by appointment by the President, in consultation with the Council. Any Director so appointed shall hold office for the unexpired portion of the term such Director was appointed to fill.
• Section 6. Meetings.
  1. Regular Annual Meeting. A regular annual meeting of the Council shall be at such time and place as may be designated by the President of the Corporation. In years when a World Congress is held, the annual meeting shall be conducted prior to the General Assembly. In other years, the annual meeting shall be held during the meeting of the European HPB Congress.
  2. Special Meetings. Special meetings of the Council may be called as deemed necessary by the President to consider the affairs of the Corporation.
• Section 7. Notices. With the exception of the regular annual meeting set forth in Section 6(a), notice of any meeting of the Council, in each case specifying the place, date and hour of the meeting, shall be given to each Director by written notice delivered in person, by e‑mail, telegraph, facsimile or other form of communication, or by mail or private carrier, not more than ninety (90) days prior to the date of the meeting, but at least thirty (30) days before the time set for such meeting or, if notification is by mail, by mailing such notice forty-five (45) days before the time set for such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, with postage prepaid, addressed to the Director at the Director’s address as it appears on the records of the Corporation. Neither the business to be transacted at, nor the purpose, of any meeting of the Council need be specified in the notice or waiver of such notice of such meeting.
• Section 8. Waiver of Notice. The transaction of any meeting of the Council, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, a written waiver of notice of the meeting, containing the same information as would have been required to be included in a proper notice of the meeting, is signed by (a) each Director not present at the meeting and (b) each Director present at the meeting who objected thereat to the transaction of any business because the meeting was not lawfully called or convened. All such waivers shall be filed with and made a part of the minutes of the meeting.
• Section 9. Action Without Meeting. An action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a consent in writing setting forth the action is signed by two-thirds of the Directors then in office. Such action by written consent shall have the same force and effect as a vote of the Directors taken at a meeting. All Directors must be given written notice immediately of the text of the written consent and its effective date and time. The written consent shall be effective on the latest of the following:  (a) the date it is signed by the required number of Directors; (b) the date specified in the written consent; (c) the tenth day after the day on which the required notice of the text of the consent is given to all Directors. A Director who does not sign or consent to the action taken by written consent shall not be liable for the action.
• Section 10. Quorum; Action of Directors. A majority of the number of Directors fixed pursuant to the Articles of Incorporation or these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act or decision of the Council, unless the act of a greater proportion is required by law, the Articles of Incorporation or these Bylaws.
• Section 11. Organization. The President of the Corporation shall chair each meeting of the Council, or in the absence of the President, the President-Elect shall chair the meeting.
• Section 12. Methods of Conducting Meetings. Directors may participate in any regular or special meeting or in any meeting of a committee of Directors by any means of communication by which either (1) all participating Directors may simultaneously hear each other during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. If a meeting is conducted through the use of one of the foregoing means, all participating Directors must be informed that a meeting is taking place at which official business may be transacted. A Director participating in such a meeting is deemed to be present in person at the meeting. If requested by any Director, minutes of the meeting shall be prepared and distributed to each Director.
• Section 13. Committees.
  1. Nominating Committee. The Nominating Committee shall consist of the Immediate Past-President, as chair, the President, and the President-Elect. The Nominating Committee shall recommend to the Council and the General Assembly the Officers of the Corporation to be elected as outlined the Article IV, Section 3.
  2. Executive Committee. The Executive Committee shall consist of the President, as Chair, the President-Elect, the Secretary General, the Treasurer, the Treasurer Elect and the Chairman of the Scientific Committee. The Executive Committee shall have and may exercise, when the Council is not in session, the powers of the Council in the management of the affairs of the Corporation, except action with respect to election of officers, filling of vacancies in the Council, or the formation of or filling of vacancies in committees with limited board authority pursuant to this subsection. The Council may elect one or more Directors as alternate Members of any such committee, who may take the place of any absent committee Member or Members at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority shall not operate to relieve the Council or any individual Director of any responsibility imposed upon the Council or any individual Director by law.
  3. Publication Committee. The Publication Committee shall be appointed by the General Assembly, on the recommendation of the Council, to oversee the Corporation's official journal, HPB. The Publication Committee will consist of the Treasurer, as chair, the Chairman of the Scientific Committee and three Members-at-Large of the Council. The Publication Committee will negotiate contracts with publishers, recommend appointment of the Editor and Editorial Board, and report to the Council on the annual finances of the official journal.
  4. Scientific Committee. The Scientific Committee and its Chairman shall be appointed by the General Assembly, on the recommendation of the Council, to organize the scientific activities of the Corporation, particularly during its World Congress. The Chairman shall serve on the Council ex‑officio during his/her four-year tenure of office. In addition to the Chairman, the Scientific Committee shall be comprised of the President-Elect, two members of the local organizing committee for the next World Congress and nine ordinary Members of the Corporation, each of whom will serve four years.
  5. Warren Fellowship Committee. The Warren Fellowship Committee shall be comprised of the President, as Chair, the Immediate Past President, the President-Elect, the Secretary General and the Chairman of the Scientific Committee of the Corporation. The Warren Fellowship Committee shall propose to the Council the award of the Kenneth Warren Fellowship, which has an annual value of $US 20,000. The Warren Fellowship will subsidize a young investigator in the field of hepatic, pancreatic or biliary research. The travel must be to a country other than that of the recipient's origin. Both the recipient and the investigator at the host institution must be Members of the Corporation. Applications will be invited by advertisement and will include a copy of the applicant's curriculum vitae, a one or two page summary of a research protocol, and a letter of support from the investigator at the host institution. Applications will be submitted to the Secretary General within the time period stipulated in the advertisement. The recipient will be invited to the World Congress to report the research results to the General Assembly.
  6. Membership Committee. The Membership Committee shall be appointed by the General Assembly, on the recommendation of the Council, to encourage membership in the Corporation. The Membership Committee will consist of the President, as chair, the Secretary General, and representatives from every country with at least ten members in the Corporation. Members will be appointed for four years with the possibility to be re-elected once. The Membership Committee will meet during the World Congresses.
  7. Temporary Advisory Committees. The President or Council may authorize and appoint temporary committees to consider appropriate matters, make reports to the President or Council, and fulfill such other advisory functions as may be designated.
  8. Education and Training Committee. The Education and Training Committee shall be appointed by the General Assembly, on the recommendation of Council to foster education and encourage advanced training in hepato-pancreato-biliary disease. The Education and Training Committee will consist of an elected Chairman, each President of the three Regional Hepato-Pancreato-Biliary Associations and the four Members-at-Large of Council.
  9. The Research Committee and its chairman will be proposed by the nominating committee and shall be appointed by the General Assembly, on the recommendation of the Council to encourage and support hepato-pancreato-biliary research  The Research Committee  will consist of an elected Chairman, the Scientific Committee Chair, the four Members at large of the Council and five ordinary Members of the IHPB Association  The Chairman will serve for 4 years with the possibility of re-election in two years. The five ordinary members will serve for four years with the possibility for one re-election.
• Section 14. Director Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of its Directors are directors or officers or has a material financial interest, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Council or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if (1) the fact of such relationship or interest is disclosed or known to the Council or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or (2) the fact of such relationship or interest is disclosed or known to the Members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (3) the contract or transaction is fair and reasonable to the Corporation. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Council or a committee thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE IV

Officers

• Section 1. Nomination and Election. Nominations for persons to serve as Officers of the Corporation shall be submitted to the Chair of the Nominating Committee, the Immediate Past-President, in writing not less than one month before the General Assembly. Nominees, proposers and seconders shall be Active or Senior Members of the Corporation, and the consent of the nominee shall accompany the nomination. In the absence of nominations from the membership, the Nominating Committee shall propose nominees for offices. Officers shall be elected by the Members at the General Assembly, on the recommendation of the Council.
• Section 2. Resignation. Any officer may resign at any time by giving written notice to the Secretary General of the Corporation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary General.
• Section 3. Officers of the Corporation.
  1. President. The President shall chair meetings of the Council, the Executive Committee, and the Membership Committee and shall ensure that the Articles of Incorporation and Bylaws are observed. He/she is elected for two years and cannot be re-elected.
  2. President-Elect. The President-Elect is elected two years in advance of assuming the Presidency and shall serve in the place of the President in his/her absence.
  3. Congress Chairman. The Congress Chairman shall organize the World Congress to be held at the end of his/her tenure in office of two years.
  4. Treasurer. The Treasurer will chair the Publication Committee and will oversee the finances of the Corporation. The Treasurer will be responsible for the collection of membership subscription fees, payment of the Corporation’s running costs, oversight of the finances of the Corporation’s official journal and the long-term investments of the Corporation. The Treasurer shall maintain the Corporation’s funds in one or more appropriate accounts and will present details of transactions and proposed budgets to the Council at the annual meeting. He/she is elected for a period of four years and will assume the responsibilities of the Secretary General in the absence of the Secretary-Elect. The Treasurer, in conjunction with the Congress Chairman, will establish and maintain a fund for the express purpose of facilitating attendance at the World Congress by trainees and young investigators in the field.
  5. Secretary General. The Secretary General is responsible to the Council for the administration of the Corporation including maintenance of membership lists, registration of documents, establishment of contracts with other scientific societies and organizations and retention of archives. He/she shall prepare the agenda and rules of procedures for each meeting of the Council, the Executive Committee, the Development Committee, the Publications Committee, the Scientific Committee, the Warren Fellowship Committee, the Membership Committee, the Education and Training Committee, and the General Assembly and shall keep their records. He/she is elected for a period of four years and cannot be re-elected.
  6. Secretary-Elect. The Secretary-Elect is elected two years in advance of becoming Secretary General and assumes the responsibilities of the Secretary General in his/her absence.
  7. Chairman of Scientific Committee. The Chairman of the Scientific Committee shall be elected for a period of four years and cannot be re-elected. The Chairman will conduct the annual meeting of the Scientific Committee and work closely with the Congress Chairman to organize the scientific program of the World Congress.
  8. Immediate Past-President. The Immediate Past-President shall serve on the Council for two years immediately after the end of his/her tenure as President. He/she shall also chair the Nominating Committee and the Development Committee.
  9. Members-at-Large - There shall be seven Members-at-Large, who shall be elected to the Council for a period of two years. If not already on Council, each President of the three Regional Hepato-Pancreato-Biliary Associations will serve as a Member-at-Large during their two-year term as Regional President. Members-at-Large may be re-elected twice, for a total of six years in office.

ARTICLE V

Instruments; Bank Accounts; Checks and Drafts; Loans; Securities; Fiscal Year

• Section 1. Execution of Instruments. Except as in these Bylaws otherwise provided, the Council 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 Corporation, and such authorization may be general or confined to specific instances. Except as so authorized, or as in these Bylaws otherwise expressly provided, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount.
• Section 2. Bank Accounts. The Council from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies or other depositaries as may be selected by the Board or by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Council. The Council may make such rules and regulations with respect to said bank accounts, not inconsistent with the provisions of these bylaws as the Board may deem expedient.
• Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall be determined from time to time by resolution of the Council. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries may be made without counter-signature, by the President, President-Elect, Treasurer, Secretary General or Secretary-Elect, or by any other officer or agent of the Corporation to whom the Council, by resolution, shall have delegated such power, or by hand-stamped impression in the name of the Corporation.
• Section 4. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Council. Such authority may be general or confined to specific instances. No loans may be made to any officer or Director of the Corporation, directly or indirectly, except that reasonable advances of reimbursable expenses may be made in the discretion of the President or, in the case of the President, as determined by the Council.
• Section 5. Sale of Securities. The Council may authorize and empower any officer or officers to sell, assign, pledge or hypothecate any and all shares of stocks, bonds or securities, or interest in stocks, bonds or securities, owned or held by the Corporation at any time, including without limitation because of enumeration, deposit certificates for stock and warrants or rights which entitle the holder thereof to subscribe for shares of stock, and to make and execute to the purchaser or purchasers, pledgee or pledgees, on behalf and in the name of the Corporation, any assignment of bonds or stock certificates representing shares of stock owned or held by the Corporation, and any deposit certificates for stock, and any certificates representing any rights to subscribe for shares of stock. However, the Corporation shall not offer or sell any securities in violation of any State or Federal securities law registration or other requirement.
• Section 6. Fiscal Year. The fiscal year of the Corporation shall end on such date as shall be established by the Council.

ARTICLE VI

Indemnification

• Section 1. Mandatory Indemnification. The Corporation shall, to the fullest extent permitted or required by the Statute, indemnify each Director and Officer against any and all Liabilities, and advance any and all reasonable Expenses as incurred by a Director or Officer, arising out of or in connection with any Proceeding to which such Director or Officer is a Party because he or she is a Director or Officer of the Corporation. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses to which such person may be entitled under any written agreement, board resolution, vote of members, the Statute or otherwise. The Corporation may, but shall not be required to, supplement the right to indemnification against Liability and advancement of Expenses under this Section 1 by the purchase of insurance on behalf of any one or more of such persons, whether or not the Corporation would be obligated to indemnify such person under this Section 1. The term “Statute,” as used in this Article, shall mean Sections 181.0871 through 181.0883 of the Wisconsin Nonstock Corporation Law and all amendments thereto which permit or require the Corporation to provide broader indemnification rights than prior to the amendment. All other capitalized terms used in this Article and not otherwise defined herein shall have the meaning set forth in Section 181.0871 of the Statute.
• Section 2. Private Foundation Limitation. Notwithstanding the foregoing, at any time when the Corporation is or becomes a “private foundation” within the meaning of Section 509(a) of the Internal Revenue Code of 1986, as amended, or Section 181.0320 of the Wisconsin Statutes, the following limitation shall apply:  No indemnification will be permitted to the extent such indemnification would constitute an act of “self-dealing” or is otherwise subject to excise taxes under Chapter 42 of the United States Internal Revenue Code of 1986, as amended, or is prohibited under Section 181.0320 of the Wisconsin Statutes or any similar successor provision thereto.
• Section 3. Limited Liability of Volunteers. Each individual (other than an employee of the Corporation) who provides services to or on behalf of the Corporation without compensation (“Volunteer”) shall be immune from liability to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a Volunteer, to the fullest extent provided by Section 181.0670 of the Wisconsin Nonstock Corporation Law or any similar successor provision thereto. For purposes of this section, it shall be conclusively presumed that any Volunteer who is licensed, certified, permitted or registered under state law and who is performing services to or on behalf of the Corporation without compensation is not acting within the scope of his or her professional practice under such license, certificate, permit or registration, unless otherwise expressly indicated to the Corporation in writing.

ARTICLE VII

Amendment

These Bylaws may be amended by a majority vote of the Members at a General Assembly.