ARTICLES OF INCORPORATION OF
AMERICAN ASSOCIATION OF PHYSICISTS IN MEDICINE
(Filed in the District of Columbia, November 10, 1965)
To: The Recorder of Deeds, D.C. , Washington, D.C.
We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Nonprofit Corporation Act:
FIRST: The name of the corporation is:
AMERICAN ASSOCIATION OF PHYSICISTS IN MEDICINE
SECOND: The period of duration is perpetual.
THIRD: (Amended August 29, 1969)
The purpose or purposes for which the corporation is organized are:
- To promote the application of physics to medicine and biology.
- To encourage interest and training in medical physics and related fields.
- To prepare and to disseminate technical information in medical physics and related fields.
All the assets and earnings shall be used exclusively for the purposes herein above set out, including the payment of expenses incidental thereto, and no part of the net earnings shall inure to the benefit of any private member or individual, and no substantial part of the activities of the corporation shall be for the carrying on of propaganda or otherwise attempting to influence legislation.
FOURTH: The corporation is to have members as provided in Article FIFTH hereof.
FIFTH: (amended December 4, 1990 and October 29, 2009)
The corporation shall be divided into several classes of members including Members, Junior Members, Emeritus Members, Honorary Members and Associate Members. Further classes of members may be specified in the By-Laws. All classes of members shall be entitled to all the rights and privileges of members of the corporation, provided, however, that only Members may hold office, and only Members and Emeritus Members may vote. Membership is open to individuals who are interested in the purposes of this corporation, as expressed in Article THIRD and who meet other requirements specified in the By-Laws. They shall meet ethical, academic, and scientific standards as specified in the By-Laws. Junior Membership is open to individuals who are preparing to meet the requirements for Membership, and who meet other requirements specified in the By-Laws. Emeritus Membership is open to a Member in good standing who meets the requirements as specified in the By-Laws. Honorary Membership may be conferred on those who have rendered outstanding service in the field of physics in medicine and biology. Associate Membership may be held by individuals who are interested in the application of physics to medicine and biology and in the purposes of this corporation, but who are ineligible for Membership.
SIXTH: The management of the affairs of the corporation shall be vested in a Board of Directors, as defined in the Corporation's By-Laws. No Director shall have any right, title, or interest in or to any property of the corporation. The manner of the election or appointment of the directors and officers shall be provided in the By-Laws.
SEVENTH: In the event of the liquidation, dissolution, or winding up of the corporation, whether voluntary, involuntary or by operation of law, any disposition made of the assets of the corporation shall be such as is calculated exclusively to carry out the objects and purposes for which the corporation is formed.
EIGHTH: Regional organizations of physicists in medicine and biology whose objectives are in accordance with those of this corporation may be formally admitted as Regional Chapters of the corporation upon favorable action of the Board of Directors. The formation of such regional organizations shall be encouraged.
(Original Article Ninth Amended December 4, 1990 and then Deleted in its Entirety March 16, 2001; and the Paragraphs re-numbered)
NINTH: The address, including street and number of its initial registered office is 1701 Pennsylvania Avenue, N.W., and the name of its initial registered agent at such address is the Prentice-Hall Corporation System, Inc.
TENTH: (amended October 29, 2009) Any and all amendments to these Articles of Incorporation must be proposed in writing, bearing the signature of ten Members of the corporation in good standing or the signatures of the Members of a special committee of the corporation appointed by the President to consider amendment of these Articles of Incorporation. The proposed amendment with a supporting statement explaining why the proposed amendment is thought desirable shall be submitted to the Secretary at least two months before the Annual Business Meeting of the corporation. A copy of the proposed amendment with its supporting statement shall be provided to each Member and Emeritus Member by the Secretary at least one month before the Annual Business Meeting, and the agenda for the meeting shall provide for a discussion of the proposed amendment. The Secretary shall prepare a summary of the discussion, a copy of which, after it has been approved by the Board of Directors, and the amendment itself has received the favorable vote of the Board of Directors, shall be provided with a ballot to each Member and Emeritus member in good standing no later than two months after the Meeting. The ballots shall be cast no later than four months after the meeting. The Secretary shall tabulate the results. The adoption of the proposed amendment shall require the affirmative vote of two-thirds of the Members and Emeritus Members voting. The Board of Directors shall review the results of the vote at the next meeting, and upon such adoption by vote of the Members and Emeritus Members and upon the filing of the Articles of Amendment required by law, the Amendment shall become effective.
ELEVENTH: The number of directors constituting the initial Board of Directors is sixteen and the names and addresses, including street and number of the persons who are to serve as the initial directors until the first annual meeting or until their successors be elected and qualified are:
(There follows the names and addresses of the following persons: John S. Laughlin, Leonard Stanton, Charles S. Simons, Robert J. Shalek, Edward W. Webster, John R. Cameron, Arnold Feldman, Paul N. Goodwin, Robert Loevinger, Walter Mauderli, Alice L. McCrea, Jacques Ovadia, Elmer E. Stickley, Peter Wootton, Kenneth A. Wright and Rosalyn S. Yalow.)
(There follows the names and addresses of the incorporators who are employees of the Prentice-Hall Corporation System: Thomas H. Murphy, William R. Kelaghan and Helen S. Vining.)