ASHEcon Bylaws

Bylaws of  American Society of Health Economists, (ASHEcon), (August 2009)

ARTICLE I
Exempt Purposes; Mission

American Society of Health Economists (“ASHEcon” or the “Corporation”) is organized and operated exclusively for charitable and educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). More specifically, the Corporation is organized to promote excellence in health economics research and to provide a forum for emerging ideas and empirical results of health economics research. Through a set of professional activities, ASHEcon aims to advance health economics research, to achieve widespread recognition for the field of health economics, to enhance individual and societal health, and to provide evidence and expertise for the development of private and public health care policies.

ARTICLE II
Activities

Section 1.  Activities.  The core activities of ASHEcon shall include but not be limited to the following:

(a)    Sponsorship of regular conferences for health economists at alternating locations in the U.S. to disseminate current research results and provide a gathering place for the exchange of ideas among health economists.

(b)    Creation of a web site containing information of interest to health economists.

(c)    Organization of educational sessions at the AEA, iHEA and other appropriate conferences.

(d)    Development and maintenance of ties with other relevant organizations in the fields of economics and health economics.

(e)    The Corporation, being organized exclusively for charitable and educational purposes, may make distributions to organizations that qualify as exempt organizations under §501(c)(3) of the Code.

Section 2.  Limitations on Activities.

(a)    No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article.

(b)    No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements concerning), any political campaign on behalf of any candidate for public office.

(c)    Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under §501(c)(3) of the Code or (2) by a corporation contributions to which are deductible under §170(c)(2) of the Code.  The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

(d)    Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501(c)(3) of the Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of law of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, that are organized and operated exclusively for exempt purposes.

ARTICLE III
Offices

The Corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office and may have other offices within or without the state.

ARTICLE IV
Members

Section 1.  Classes of Members.  The Corporation shall have two classes of members. The designation of each class and the qualifications of the members of each class shall be as follows:

(a)    Individual Membership:  Any individual who agrees with the purpose of ASHEcon as described in Article I and who pays the annual membership dues for individual members as determined by the ASHEcon Board of Directors is eligible to be a member of ASHEcon and may apply for individual membership in the manner prescribed by the ASHEcon Board of Directors.

(b)    Organizational Membership:  Any institution, corporation or association which is engaged or interested in health economics research, educational research or education, which agrees with the purpose of ASHEcon as described in Article I and which pays the annual membership dues for organizational members as determined by the ASHEcon Board of Directors, is eligible to be a organizational member of ASHEcon and may apply for organizational membership in the manner prescribed by the ASHEcon Board of Directors.

Section 2.  Voting Rights.

(a)    Individual Members:  Each individual member shall be entitled to one vote on each matter submitted to a vote of the members.

(b)    Organizational Members:  Each organizational member shall have the right to designate one individual as its designated representative.  The designated representative shall have one vote to cast on each matter submitted to a vote of the members.  Such designation shall be submitted on the organizational member’s application to become a member or in writing to the Executive Director.  An organizational member may revoke a designation and execute a new designation at any time, but a new designation shall not be effective until it is filed with the Executive Director.

Section 3. Member Benefits.  The Board of Directors shall define from time to time the benefits of each class of membership.

Section 4. Termination of Membership.  The Board of Directors by affirmative vote of two thirds of all of the members of the Board may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership or suspend or expel any member who shall be in default in the payment of dues, if any.  When the directors of ASHEcon are considering expulsion of a member, the Executive Director of ASHEcon shall notify the member in writing as soon as possible. The member may respond to the case for expulsion by replying in writing to the Executive Director of ASHEcon within fourteen days of the receipt of the notice.  In the event of a member’s expulsion, the Executive Director shall notify the member in writing as soon as possible.

Section 5.  Resignation.  Any member may resign by filing a written resignation with the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 6.  Reinstatement.  Upon written request signed by a former member filed with the Executive Director, the Board of Directors may, by the affirmative vote of two thirds of the members of the Board, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

Section 7.  Transfer of Membership.  Membership in this Corporation is not transferable or assignable.

Section 8.  No Membership Certificates.  There shall be no membership certificates.

ARTICLE V
Meetings of Members

Section 1.  General Meeting of the Members.  A general meeting of the members shall be held at the time and place of the ASHEcon conference, for the purpose of confirming minutes of the previous ASHEcon general meeting and any additional meetings of members held since that date, to receive and consider reports from the ASHEcon Board of Directors, and for the transaction of such other business as may come before the meeting.

Section 2.  Special Meeting.  Special meetings of the members may be called either by the President or the Board of Directors, or by not less than ten percent of the members having voting rights, for the purpose or purposes stated in the call of the meeting.

Section 3.  Place of Meeting.  The general meeting of the members shall be held at the location of the ASHEcon conference.  The Board of Directors may designate any place as the place of meeting for any special meeting of the members. If no designation is made, the place of meeting shall be the registered office of the Corporation in the State of Illinois.

Section 4.  Notice of Meetings.  Written notice stating the place, date, and hour of any meeting of members shall be transmitted by electronic means to the e-mail address appearing on the records of the Corporation of each member entitled to vote at such meeting not less than 35 nor more than 60 days before the date of such meeting.  The purpose for which the meeting is called and the business to be transacted at the meeting shall be stated in the notice. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 5.  Fixing of Record Date.  For the purpose of determining the members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the Board of Directors of the Corporation may fix in advance a date as the record date for any such determination of members, such date in any case to be no more than 60 days and, for a meeting of members, not less than 5 days, or in the case of a merger, consolidation, or dissolution or a sale, lease, or exchange of assets, not less than 20 days before the date of such meeting. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. When determination of members entitled to vote at any meeting of members has been made, such determination shall apply to any adjournment of the meeting.

Section 6.  Quorum.  The holders of one-tenth (1/10) of the votes that may be cast at a meeting of the members of ASHEcon, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of members; provided that, if less than one-tenth of the outstanding votes are represented at said meeting within half an hour after the appointed time for the commencement of the meeting, the meeting shall be adjourned to another time as specified by the ASHEcon Board of Directors.  At any adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

Section 7.  Proxies.  Each member entitled to vote may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted on after 11 months from its date, unless the proxy provides for a longer period.  Written notice of the proxy must be received by the Executive Director at least 24 hours before the commencement of the meeting.

Section 8.  Chair.  The President of ASHEcon shall preside at all meetings of the members.  In the absence of the President, the President-Elect shall chair the meeting, or if the President-Elect is absent, the immediate Past President shall preside.  If none of these persons are available, the chair of the meeting shall be appointed by the Secretary, or if the Secretary is absent, by a majority of the members attending such meeting.

Section 9.  Manner of Acting.  Each individual member and each organizational member (through its designated representative) shall be entitled to one vote on each matter submitted to vote at a meeting of members. Each member may vote either in person or by proxy as provided in Section 7 of this Article.  If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members, unless the vote of a greater number or voting by classes is required by the General Not For Profit Corporation Act, the Articles of Incorporation, or these bylaws. Voting on any question may be by voice unless the chair of the meeting shall order or any member shall demand that voting be by ballot.

Section 10.  Inspectors.  At any meeting of members, the chair of the meeting may, or upon the request of any member shall, appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of votes represented at the meeting, based on their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members.

Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of votes represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11.  Election of Directors and Officers by Member Ballot.  Members shall elect officers and ordinary directors of the Corporation as provided in these bylaws. The election shall be held by secret ballot, conducted prior to the end of the calendar year.   The Executive Director shall send electronically ballots containing a list of nominations supplied by the Nominating Committee for each of the positions to be filled for the following calendar year to members entitled to vote on or before October 31.  The ballots shall clearly state the deadline for submission of the ballots to the Executive Director.  Voting may be by regular mail or by electronic means.

Section 12.  Other Informal Action by Members.  Any action required to be taken at a meeting of the members of the Corporation, or any other action that may be taken at a meeting of members, may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, if the action receives approval by a majority of the members casting votes (or such larger number as may be required by the General Not For Profit Corporation Act of Illinois, the Articles of Incorporation, or these bylaws); provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting.  Voting must remain open for not less than five days from the date the ballot is delivered; provided, however, in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered.  Such informal action by members shall become effective only if, at least five days prior to the effective date of such informal action, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof.

ARTICLE VI
Board of Directors

Section 1.  General Powers.  The affairs of the Corporation shall be managed by or under the direction of its Board of Directors.  The Board of Directors shall also determine the strategic directions for ASHEcon.

Section 2.  Composition.  The number of directors shall initially be fifteen (15), divided into two (2) classes of directors.

(a)    Ex Officio Directors.  Six (6) of the director positions shall be reserved for the following officers of ASHEcon, who shall serve ex-officio during their respective terms of office:

(1)    President
(2)    President-Elect
(3)    Immediate Past President
(4)    Secretary
(5)    Treasurer
(6)    Executive Director

(b)    Ordinary Directors.  Nine (9) of the director positions shall be elected by the members from the list of nominations provided by the Nominating Committee in accordance with these bylaws.

Each of the ex officio directors and ordinary directors shall have one vote on all matters coming before the Board of Directors.  Directors must be members in good standing of ASHEcon.  Directors need not be residents of Illinois.

Section 3.  Terms of Office and Limitations on Consecutive Terms.  The terms of office of the directors and officers of ASHEcon shall be as set forth in this Section.

(a)    President.  The President shall serve a term of two years, and following completion of this term of office, shall automatically assume the office of Past President for a two year term.

(b)    President-Elect.  The President Elect shall serve a term of two years, and following completion of this term of office, shall automatically assume the office of President for a two year term.  Directors shall be eligible for nomination for the position of President- Elect notwithstanding the number of prior terms completed as an ordinary director, Secretary or Treasurer.  A former President shall not be eligible to serve as President-Elect for six years following the completion of his or her term as Past President.

(c)    Past President.  The immediate Past President shall serve a term of two years, immediately following the completion of his or her term as President. Upon completion of his or her term of office, the Past President shall not be eligible for re-election to the Board until the expiration of two years after the end of the person’s last date of service as Past President.

(d)    Secretary.  The Secretary shall serve a term of  four years, and may be re-elected to the position of Secretary for one additional term of four years.  Upon completion of his or her term or terms of office, the Secretary shall not be eligible for nomination for the positions of ordinary director or Secretary until the expiration of one year after the end of the person’s last date of service as Secretary.

(e)    Treasurer.  The Treasurer shall serve a term of four years, and may be re-elected to the position of Treasurer for one additional term of four years.  Upon completion of his or her term or terms of office, the Treasurer shall not be eligible for nomination for the positions of ordinary director or Treasurer until the expiration of one year after the end of the person’s last date of service as Treasurer.

(f)    Executive Director.  The ASHEcon Board of Directors shall appoint the Executive Director of ASHEcon, who shall serve ex officio as a voting member of the Board of Directors during his or her time in office.

(g)    Ordinary Directors.  Each ordinary director shall serve for a term of four years from the beginning of the calendar year following the declaration of the ballot. Ordinary directors may be re-elected to the position of ordinary director for one additional four year term, and shall be eligible for nomination for a position as ordinary director at any time after one year following the completion of his or her term of office.

Section 4.  Election of Officers and Directors.  An election of Officers and Directors shall be held every two years.  The elections will take place in even numbered years for those elected to take the elected office or directorship the beginning of following odd numbered year.  The President-Elect, Secretary, Treasurer, and ordinary directors shall be elected by the members voting by secret ballot as provided in these bylaws from a list of nominations provided by the Nominating Committee in the following manner:

(a)    President-Elect.  An election for the office of President-Elect shall be held every two years.  At the end of his or her two year term, the President-Elect shall automatically assume the office of President of ASHEcon for a term of two years.

(b)    Secretary and Treasurer.  An election for the offices of Secretary and Treasurer shall be held every four years.

(c)    Ordinary Directors.  The terms of ordinary directors shall be four years and they shall be elected for staggered terms.  An election for one-third of ordinary directors shall be held each two years.

Section 5.  Resignation and Removal of Directors.  A director may resign at any time upon written notice to the President or the Secretary of ASHEcon. A director may be removed with or without cause, by two thirds vote of the Board of Directors.

Section 6.  Vacancies.  Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A director elected or appointed, as the case may be, to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.

Section 7.  Regular Meetings.  A regular meeting of the Board of Directors shall be held at such date, time and place as the Board of Directors shall determine. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 8.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President, the Executive Director or any five directors.  The special meeting shall be held not less than ten days nor more than thirty days after the Executive Director’s receipt of such request.  The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.

Section 9.  Notice.  The Executive Director shall provide notice of the place, day and time of any regular or special meeting of the Board of Directors and the business to be transacted at least five days previous thereto, except that no special meeting of directors may remove a director unless written notice of the proposed removal is delivered to all directors at least 20 days prior to such meeting.  Notice shall be delivered electronically in writing to each director at his or her address as shown by the records of the Corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of any meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 10.  Quorum.  A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the directors are present at said meeting a majority of the directors present may adjourn the meeting to another time without further notice.

Section 11.  Chair.  The President of ASHEcon shall preside at all meetings of the Board of Directors.  In the absence of the President, the President-Elect shall preside at the meeting, or if the President-Elect is absent, the immediate Past President shall preside.  If none of these persons is available, the chair of the meeting shall be appointed by a majority of the directors attending such meeting.

Section 12.  Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these bylaws, or the Articles of Incorporation. No director may act by proxy on any matter.

Section 13.  Conference Communications.  Any or all directors may participate in and be present at any meeting of the Board of Directors, or of any duly constituted committee thereof, by any means of communication through which the directors may simultaneously hear each other during such meeting.  For the purposes of establishing a quorum and taking any action at the meeting, such directors participating pursuant to this Section shall be deemed present in person at the meeting, and the place of the meeting shall be the place of origination of the conference communication.

Section 14.  Presumption of Assent.  A director of the Corporation who is present at a meeting of the Board of Directors at which action on any Corporation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 15.  Informal Action by Directors.  The authority of the Board of Directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote General Not For Profit Corporation Act of Illinois.  Signatures may be electronic.  The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and provides a written record of approval. All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date.

Section 16.  No Compensation.  Directors shall not receive compensation for services to the Corporation as directors.  By resolution of the Board of Directors, the directors may be reimbursed their expenses, if any, incurred in the performance of their duties as directors; however, directors shall receive no compensation for services or reimbursement of the expenses associated with attending meetings of the Board of Directors or committees of the Board.  No such payment previously mentioned in this section shall preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefore.

Section 17.  Conflict of Interest.  No director or committee member shall vote on any matter which would involve a conflict of interest, however, no action of the Board of Directors shall in any way be invalidated by a discovery subsequent to the taking of the action of the existence of a conflict of interest by an individual who voted on said action. The Board of Directors shall determine the existence or nonexistence of all declared, alleged, apparent or potential conflicts of interest prior to a vote on a particular matter. The determination of the Board shall be conclusive.

The Board of Directors, and each member thereof, specifically recognizes that issues relating to conflicts of interest and their disclosure are likely to be of continuing concern to many entities with which the Corporation may desire to do business and recognizes the responsibility to fully and candidly disclose all real or potential conflicts, or the appearance thereof, and to fully cooperate with the Corporation and its staff in the resolution, mitigation or elimination of all such conflicts, which may necessitate the resignation or removal of one or more directors.  The Board of Directors may adopt a specific conflicts of interest policy, and each director or officer of the Corporation shall annually acknowledge the policy and shall report any conflicts of interest as defined under such policy as they arise.

ARTICLE VII
Officers

Section 1.  Officers.  The officers of the Corporation shall be a President, a President-Elect, an immediate Past President, a Treasurer, a Secretary, an Executive Director and such other officers as may be elected or appointed by the Board of Directors. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors.

Section 2.  Election and Term of Office.  The President-Elect, Secretary and Treasurer shall be elected by the members of ASHEcon as provided in Section 4 of Article VI of these bylaws.  The President-Elect shall automatically succeed to the office of President following completion of his or her term as President-Elect. The President shall automatically succeed to the office of Past President following completion of his or her term as President.  The Board of Directors shall appoint an Executive Director who shall serve at the pleasure of the Board of Directors.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

Section 3.  Removal.  Any officer may be removed by two thirds vote of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.  President.  The President shall be the principal executive officer of the Corporation. Subject to the direction and control of the Board of Directors, he or she shall be in charge of the business and affairs of the Corporation; he or she shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, he or she shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. He or she shall preside at all meetings of the members and of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, he or she may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments that the Board of Directors has authorized to be executed, and the President may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

Section 5.  President-Elect.  The President-Elect shall assist the President in the discharge of his or her duties as the President may direct and shall perform such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.  The President-Elect shall have responsibility for the program of the ASHEcon conference for health economists.  In the absence of the President or in the event of his or her inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions on the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, the President-Elect may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments that the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

Section 6.  Treasurer.  The Treasurer shall be the principal accounting and financial officer of the Corporation. He or she shall (a) have charge of and be responsible for the maintenance of adequate books of account for the Corporation; (b) have charge and custody of all funds and securities of the Corporation, and be responsible therefor, and for the receipt and disbursement thereof; (c) review the annual budget for ASHEcon prepared by the Executive Director and present the budget to the Board of Directors for approval; and (d) perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 7.  Secretary.  The Secretary shall (a) record the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be a custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each member that shall be furnished to the Secretary by such member; and (e) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 8.  Assistant Treasurers and Assistant Secretaries.  The assistant treasurers and assistant secretaries if any shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors. If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

Section 9.  Executive Director.  The Executive Director shall (a) manage the day-to-day business of the Corporation; (b) maintain lists of the names and email and mailing addresses of the ASHEcon directors, individual members, organizational members and designated representatives of organizational members; (c) be responsible for sending notices to members and directors as required in these bylaws; (d) prepare an annual budget for ASHEcon which shall be submitted to the Treasurer; and (e) perform all duties incident to the office of Executive Director under these bylaws and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  The Executive Director may appoint an associate to assist in the management of the affairs of ASHEcon with the approval of the Board of Directors.

Section 10.  Compensation.  The remuneration of the Executive Director and any additional associates or staff shall be fixed from time to time by the Board of Directors.  No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

ARTICLE VIII
Committees, Commissions, and Advisory Boards

Section 1.  Committees.  The Board of Directors, by resolution adopted by a majority of the directors in office, may establish and appoint the following committees of the Board and other standing or special committees of the Board:

a)    Executive Committee.
b)    Nomination Committee.

Each committee so appointed shall consist of two or more directors and such other persons as the Board of Directors designates, provided that a majority of each committee’s members are directors. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the Corporation, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it, him, or her by law.

Section 2.  Executive Committee.  The Executive Committee shall consist of the President, President-Elect and the Executive Director of ASHEcon.  The Executive Committee shall act only during intervals between meetings of the Board of Directors and shall at all times be subject to the control and direction of the Board of Directors. During such intervals and subject to such control and direction, the Executive Committee shall have and may exercise all of the authority and powers of the Board of Directors in the management of the affairs of the Corporation, subject to such limitations as the Board of Directors may impose from time to time.  Unless specifically authorized by the Board of Directors, by resolution adopted by a majority of the Board of Directors, the Executive Committee shall not have the power and authority to elect directors or officers, to amend the Articles of Incorporation, to adopt a plan of merger or consolidation, to authorize the sale or other disposition of all, or substantially all, of the property and assets of the Corporation, to authorize a voluntary dissolution of the Corporation or a revocation thereof, or to amend these Bylaws. All decisions taken by the Executive Committee shall be reported to the Board of Directors at its next regular meeting.

Section 3.  Nominating Committee.  The Nominating Committee will consist of the two immediate Past Presidents of ASHEcon and the Executive Director.  Should any of these individuals be unable to serve, the President shall ask another past President to serve.  If none is available, the President will appoint a suitable member. The ASHEcon Nominating Committee shall identify suitable candidates for all positions of elected officers and ordinary directors. Nominations may also be made by a petition signed by at least 25 voting members in good standing. All nominations must be accompanied by the written consent of the candidate.  The Nominating Committee shall supply the list of nominations to the Executive Director in advance of the election of directors and officers by member ballot as provided in Section 11 of Article V.  In the case of vacancies in any positions of officers or ordinary directors, the nominating committee shall, upon request of the Board of Directors, identify suitable candidates for the vacant positions to the Board of Directors.

Section 4.  Commissions or Advisory Bodies.  Commissions or advisory bodies not having and exercising the authority of the Board of Directors in the Corporation may be designated or created by the Board of Directors and shall consist of such persons as the Board of Directors designates. A commission or advisory body may or may not have directors as members, as the Board of Directors determines. The commission or advisory body may not act on behalf of the Corporation or bind it to any actions but may make recommendations to the Board of Directors or to the officers of the Corporation.

Section 5.  Term of Office.  Each member of a committee, advisory Board, or commission shall continue as such until the next annual meeting of the members of the Corporation and until his or her successor is appointed, unless the committee, advisory Board, or commission shall be sooner terminated, or unless such member be removed from such committee, advisory Board, or commission by the Board of Directors, or unless such member shall cease to qualify as a member thereof.

Section 6.  Chair.  One member of each committee, advisory Board, or commission shall be appointed chair.

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

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

Section 9.  Rules.  Each committee, advisory Board, or commission may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Section 10.  Informal Action.  The authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the members entitled to vote.

ARTICLE IX
Contracts, Checks, Deposits, and Funds

Section 1.  Contracts.  The Board of Directors may authorize any officer or officers or agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2.  Checks, Drafts, Etc.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Executive Director.

Section 3.  Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4.  Gifts.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE X
Books and Records

Section 1.  Books and Records.  The Corporation shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote.

Section 2.  Examination by Members. Any voting member of the Corporation shall have the right to examine, in person or by agent, at any reasonable time or times, the Corporation’s books and records of account and minutes, and to make extracts therefrom, but only for a proper purpose. In order to exercise this right, a voting member must make written demand to the Executive Director of the Corporation, stating with particularity the records sought to be examined and the purpose therefor. If the Corporation refuses examination, the voting member may file suit in the circuit court of the county in which either the registered agent or principal office of the Corporation is located to compel by mandamus or otherwise such examination as may be proper. If a voting member seeks to examine books or records of account, the burden of proof is upon the voting member to establish a proper purpose. If the purpose is to examine minutes, the burden of proof is upon the Corporation to establish that the voting member does not have a proper purpose.

ARTICLE XI
Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XII
Dues

Section 1.  Annual Dues.  The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by members of each class.

Section 2.  Payment of Dues.  Dues shall be payable in advance on the first day of January in each year. Dues shall not be prorated for short years.

Section 3.  Default and Termination of Membership.  When any member of any class shall be in default in the payment of dues for a period of three months from the beginning of the period for which such dues became payable, his or her membership may thereupon be terminated by the Board of Directors in the manner provided in Article II of these bylaws.

ARTICLE XIII
Seal

The corporate seal, if any, shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Illinois.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the corporate seal is not mandatory.

ARTICLE XIV
Waiver of Notice

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the bylaws of the Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE XV
Indemnification

Section 1.  Indemnification in Actions other than by or in the Right of the Corporation.  The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

Section 2.  Indemnification in Actions by or in the Right of the Corporation.  The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3.  Right to Payment of Expenses.  To the extent that a director, officer, employee, or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 4.  Determination of Conduct.  Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.

Section 5.  Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.

Section 6.  Indemnification Not Exclusive.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 7.  Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Section 8.  Notice to Members.  If the Corporation has paid indemnity or has advanced expenses under this Article to a director, officer, employee, or agent, the Corporation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.

Section 9.  References to Corporation.  For purposes of this Article, references to “the Corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, or agents, so that any person who was a director, officer, employee, or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have stood with respect to such merging corporation if its separate existence had continued.

Section 10.  Other References.  For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee, or agent of the Corporation that imposes duties on or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

ARTICLE XVI
Amendments

These bylaws may be amended or altered by vote of two thirds of the Board of Directors at any regular or special meeting provided that notice of such proposed amendment shall have been given in the notice given to the directors of such meeting. The bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.