BY-LAWS OF AMERICAN ASSOCIATION OF PHYSICISTS IN MEDICINE

(Adopted at Annual Business Meeting, Chicago, Illinois, December 2, 1965)


ARTICLE I. BOARD OF DIRECTORS

Section 1. Duties (amended December 4, 2002, October 20, 2005, November 1, 2006, October 22, 2014, September 26, 2016, September 2, 2020, and August 31, 2022)

The Board of Directors (the "Board") shall be responsible for the affairs of the Corporation.

The Board shall direct the use and care of all funds and properties of the Corporation. It shall approve an operating budget for each fiscal year.

The Board shall appoint an Audit Committee to monitor the integrity of the Association‘s financial reporting process, the appropriateness of the Association‘s accounting policies and internal controls, and the independence and performance of the Association‘s independent auditors, and report its findings to the Board. The Audit Committee shall select an independent audit firm to perform an annual audit of the Association's books and records and to prepare a report of the audit and associated recommendations for the Board.

The Board is responsible for promulgating the Rules as provided for in these By-Laws.

The Board may appoint an Executive Director with appropriate compensation to assist in handling the affairs of the Corporation.

The Board shall be responsible for the appointment of an Editor-in-Chief of Medical Physics and an Editor-in-Chief of the Journal of Applied Clinical Medical Physics.

The Board shall dissolve by two-thirds vote any Regional Chapter that fails to meet the requirements for Regional Chapters as stated in the By-Laws and the Rules.

The Board, at its discretion, may collaborate with other organizations in sponsoring meetings.

The Board shall be responsible for formulating, promulgating, implementing and maintaining a conflict of interest policy, which shall be specified in the Rules.

The Board shall have other duties pursuant to these By-Laws and in accordance with the Rules.

Section 2. Composition (amended October 20, 2005, September 26, 2016, and August 31, 2022)
The Board shall consist of one representative from each Regional Chapter of the Corporation, who will be called Representative Board Members, twelve representatives who will be elected by all Members and Emeritus Members of the Corporation, who will be called Board Members-at-Large, the elected officers of the Corporation and the Chair of the Board. The Council Chairs, the representatives to the American Institute of Physics and the Executive Director shall be non-voting ex officio members of the Board. No voting Board Member may hold more than one voting position on the Board at a time.

Section 3. Nomination, Election, and Vacancies (amended December 4, 2002, October 29, 2009, September 26, 2016, and August 31, 2022)
Representative Board Members shall be elected by Regional Chapters at such a time that the results can be reported to the Secretary before the Annual Business Meeting and in a manner specified by the Regional Chapters' rules of procedure. Representative Board Members must be Members or Emeritus Members in good standing.

The Nominating Committee shall make at least eight nominations for the four annual vacancies for Members-at-Large. A list of those nominated by the Nominating Committee shall be provided to each Member and Emeritus Member at least twelve weeks before the Annual Business Meeting. Further nominations for Board Members-at-Large may be made by at least two Members. All nominees must be Members or Emeritus Members in good standing and give written consent to the nomination. The Secretary must receive such nominations, together with the written consent and biographical information, at least ten weeks before the Annual Business Meeting.

The Secretary shall prepare and provide a Ballot to each Member and Emeritus Member together with biographical information on all nominees not less than six weeks before the Annual Business Meeting. The closing date for receipt of the completed ballots by the Secretary shall be three weeks before the Annual Business Meeting. The Secretary shall inform all candidates of the results of the election at least two weeks before the Annual Business Meeting.

The Secretary shall be responsible for the integrity of the election process. In the event of a tie vote for any office, the Board will vote by secret ballot at its next regularly scheduled meeting. The votes of all Board members attending shall be counted at once and the results announced. In the event of a tie vote by the Board, the tie shall be resolved by the Executive Committee in a closed session; if the vote of the Executive Committee is a tie, the election shall be decided by the flip of a coin by the Executive Committee.

Section 4. Terms of the Office (amended October 5, 2011 and August 31, 2022)
Representative Board Members and Board Members-at-Large shall be elected for a three-year term, and after serving that term, shall not be eligible for election as a Board Member-at-Large or Representative Board Member for a period of one year. Officers, upon completion of their term of office shall not be eligible for election as a Board Member-at-Large or a Representative Board Member for a period of one year. One-third of the Board Members-at-Large shall be elected each year.

A Board Member's term of office shall begin on January 1 of the year following the Annual Business Meeting at which the election results are announced and shall continue until a successor takes office. Should a Board Member-at-Large be unable to complete the term of office for any reason, the vacancy shall be filled for the remainder of the term by the unelected candidate in the immediately previous election for Board Member-at-Large who received the largest number of votes. The Secretary shall determine the appropriate individual and shall notify the President, the Board and the individual. Should a Representative Board Member be unable to complete the term of office for any reason, the vacancy shall be filled by the appropriate Regional Chapter through a mechanism defined by its By-Laws.

Section 5. Board Meetings
Meetings of the Board will be at least annually in accordance with the Rules. A majority of all the Board Members who are entitled to vote shall constitute a quorum.

ARTICLE II. OFFICERS

Section 1. Elected Officers
The elected officers shall be a President, a President-Elect, a Secretary, and a Treasurer. These officers shall be elected as provided in these By-Laws.

Section 2. Nomination and Election (amended August 31, 2022)
The Nominating Committee, with concurrence of the Board, shall make nominations for President-Elect, Secretary, and Treasurer. Nominees must be current or previous Board members in good standing and must give consent. There shall be at least two nominees for President-Elect. Biographical information for all nominees will be attached to the ballot. The balloting procedure shall be as for Board Members-at-Large.

Section 3. Duties of the President (amended September 26, 2016, September 15, 2021, and August 31, 2022)

The President shall preside at all general meetings of the Corporation and any meeting of the Board from which the Chair of the Board and the President-Elect are absent. The President shall call to the attention of the Corporation any matter which affects its interests. The President shall take action in accordance with the recommendations of the Board to whom the President shall report at each meeting of the Board. All matters of major policy shall have prior approval of a majority of the Board. With concurrence of the Board, the President shall appoint members to represent the Corporation to other groups or societies as seem desirable. The President shall be a voting member of the Executive Committee, Strategic Planning Committee, and may retain voting committee memberships in place at the time of transition to the role of President. The President shall be a non-voting member of all other committees except the Nominating Committee. At the end of the term of office the President shall succeed to the office of Chair of the Board.

Section 4. Duties of the President-Elect (amended September 15, 2021 and August 31, 2022)
The President-Elect shall preside at any meeting of the Corporation from which the President is absent and at any meeting of the Board from which the Chair of the Board is absent. Should the office of President be vacated for any reason, the President-Elect shall assume the duties for the remainder of the term of office. The President-Elect shall be a voting member of the Executive Committee, Strategic Planning Committee, and may retain voting committee memberships in place at the time of transition to the role of President-Elect. The President-Elect shall be a non-voting member of all other committees. At the end of the term of office, the President-Elect shall succeed to the office of President.

Section 5. Duties of the Secretary (amended August 31, 2022)
The Secretary shall keep in permanent form a correct record of all the transactions of the Corporation, the Board and the Executive Committee. The Secretary shall be responsible for all correspondence of the Corporation to the members regarding meetings, amendments, membership status and like matters as specified in the Rules. In the event that an Executive Director is appointed by the Board, the Rules shall provide for delineation of administrative responsibilities. In the event that the offices of President and President-Elect both should become vacated for any reason, the Secretary shall call a meeting of the Board for the purpose of electing a President-Elect.

Section 6. Duties of the Treasurer (amended August 31, 2022)
The Treasurer shall be responsible for the financial records of the Corporation and accountable for all funds that may accrue to the Corporation. The Treasurer shall disburse such funds as may be necessary to meet the appropriations and expenses of the Corporation, subject to the approval of the Board. The Treasurer shall present an audited financial report to the Corporation at the Annual Business Meeting.

Section 7. Duties of the Chair of the Board (amended August 31, 2022)
The Chair of the Board shall preside at all meetings of the Board and at all general meetings of the Corporation from which both the President and President-Elect are absent. The Chair of the Board shall nominate members of the Audit Committee in conformance with prevailing laws and regulations, who will be appointed by an affirmative vote of the Board to serve for a one-year term but may serve for more than one term. The Chair of the Board shall name the Chair of the Audit Committee, who shall be a member of the Board at the time of appointment.

Section 8. Terms of Office (amended October 5, 2011, September 26, 2016, and August 31, 2022)
A term of office for the President-Elect, Secretary, and Treasurer shall begin on January 1 of the year following the Annual Business Meeting at which the election results were announced and shall last for one year, three years, and three years, respectively. After serving one term of office, the President-Elect shall transition to President and shall serve for one year. After serving one term of office, the President and Secretary shall not be eligible for re-election to that office. After serving up to two terms of office, the Treasurer shall not be eligible for re-election to that office.

ARTICLE III. COMMITTEES

Section 1. Appointments and Tenure (amended September 9, 2010 and August 31, 2022)
The President, with the concurrence of the Board, shall appoint members to the Standing Committees except as provided for in these By-Laws and in accordance with the Rules. The Councils, as defined in Article III, Section 2, with the concurrence of the Board, shall appoint members to the respective subordinate Standing Committees.

Membership of Standing Committees shall be limited to Members and Emeritus Members of the Corporation who are in good standing. Membership tenure shall be as specified in the Rules.

The President, with the concurrence of the Board, may establish other committees as the need arises or as required by these By-Laws. Membership and tenure of these committees shall be provided for in the Rules. Standing committees may appoint sub-committees as specified in the Rules. The chair of the sub-committee must be a member or ex-officio member of the standing committee.

Section 2. Standing Committees (amended September 9, 2010 and September 2, 2020)

The Standing Committees shall be:

  1. Administrative Council
  2. Education Council
  3. International Council
  4. Professional Council
  5. Science Council
  6. Audit Committee
  7. Executive Committee
  8. Finance Committee
  9. Nominating Committee
  10. Rules Committee
  11. Calibration Laboratory Accreditation Executive Committee
  12. Other Standing Committees as specified in the Rules

Section 3. Administrative Council (amended September 9, 2010, September 2, 2020, and August 31, 2022)
The Administrative Council shall be composed of the Chair, the chairs of the categorical Administrative Committees, additional members as specified in the Rules, and other ex officio members pursuant to the Rules.

The categorical Administrative Committees shall be established pursuant to the Rules.

The Purpose of the Administrative Council is to serve as a conduit for communicating administrative information to the Board. The Administrative Council will oversee the main mechanisms for communication with members. The Administrative Council will develop and maintain a vehicle for long-range financial planning by projecting revenue streams over a three to five year period and by considering options to grow revenue for the Association.

Section 4. Education Council (amended September 9, 2010, September 2, 2020, and August 31, 2022)
The Education Council shall be composed of the Chair, the chairs of the categorical Educational Committees, additional members as specified in the Rules, and other ex officio members pursuant to the Rules.

The categorical Educational Committees shall be established pursuant to the Rules.

The Education Council shall act as a clearinghouse for educational inquiries addressed to the Corporation by members or outside groups and shall route inquiries to the appropriate categorical Educational Committees. The Education Council shall consider and make recommendations of educational policy to the Board. It shall formulate specific charges for the guidance and direction of the categorical Educational Committees.

Section 5. International Council (added September 2, 2020, amended August 31, 2022)

The International Council shall be composed of the Chair, the chairs of the categorical International Committees, additional members as specified in the Rules, and other ex officio members pursuant to the Rules.

The categorical International Committees shall be established pursuant to the Rules.

The International Council shall develop, prioritize, and coordinate international activities of the Corporation, including external collaborations related to international activities of the Corporation. The International Council shall consider and make recommendations for international policy and programs to the Board.

Section 6. Professional Council (amended September 9, 2010, September 2, 2020, and August 31, 2022)
The Professional Council shall be composed of the Chair, the chairs of the categorical Professional Committees, additional members as specified in the Rules, and other ex officio members pursuant to the Rules.

The categorical Professional Committees shall be established pursuant to the Rules.

The Professional Council shall act as a clearinghouse for professional inquiries addressed to the Corporation by members or outside groups and shall route inquiries to the appropriate categorical Professional Committees. The Professional Council shall consider and make recommendations of professional policy to the Board. It shall formulate specific charges for the guidance and direction of the categorical committees.

Section 7. Science Council (amended December 4, 2002, October 20, 2005, September 9, 2010, September 2, 2020, and August 31, 2022)
The Science Council shall be composed of the Chair, the chairs of the categorical Science Committees, additional members as specified in the Rules, and other ex officio members pursuant to the Rules.

The categorical Scientific Committees shall be established pursuant to the Rules.

The Science Council shall act as a clearinghouse for scientific inquiries addressed to the Corporation by the members or outside groups and shall route inquiries to the appropriate categorical Scientific Committees. The Science Council shall consider and make recommendations of scientific policy to the Board. It shall formulate specific charges for the guidance and direction of the categorical Scientific Committees.

Section 8. Audit Committee (enacted September 9, 2010, amended August 31, 2022)
The Audit Committee shall monitor the integrity of the Association's financial reporting process, the appropriateness of the Association's accounting policies and internal controls, the independence and performance of the Association's independent auditors, and report its findings to the Board.

The Chair of the Board shall nominate members of the Audit Committee for the succeeding year who will be appointed by an affirmative vote of the Board.

Membership and duties shall be in accordance with the Rules.

Section 9. Executive Committee (amended September 9, 2010 and August 31, 2022)
The Executive Committee shall consist of the President, the President-Elect, the Chair of the Board, the Secretary, the Treasurer, and, if appointed, the Executive Director. Additional members may be authorized according to the Rules.

The duties of the Executive Committee shall be in exercising general supervision of the business of the Corporation in the intervals between Board meetings as provided by the Rules.

Section 10. Finance Committee (amended September 9, 2010 and August 31, 2022)
The Finance Committee shall consist of the Treasurer, at least two members of the Association and the Executive Director, who shall be an ex officio non-voting member. The duties of the Finance Committee shall be to present the financial condition of the Association at each meeting of the Board and to advise the Board on the expenditure of the Association Funds. Additional duties may be specified in the Rules. Additional members may be authorized according to the Rules.

Section 11. Nominating Committee (amended September 9, 2010, September 26, 2016 and September 12, 2018)
The Nominating Committee shall consist of the Immediate Past-Chair of the Board, who will serve as the Chair, four elected members who serve staggered two-year terms, one elected member from the Regional Organization Committee who serves a two-year term, and the current Chair of the Board, who will serve as a non-voting member.

Section 12. Rules Committee (enacted September 9, 2010)
The Rules Committee shall act as interpreter of the Articles of Incorporation, the By-Laws and the Rules of the Association, subject to the requirements of applicable laws and regulations. It shall act as the vehicle for revising these governance documents.

The Secretary will serve as an ex-officio, non-voting member of the Rules Committee.

Membership and duties shall be in accordance with the Rules.

Section 13. Calibration Laboratory Accreditation Executive Committee (enacted September 9, 2010, amended August 31, 2022)
The Calibration Laboratory Accreditation Executive Committee shall decide accreditation of calibration laboratories assessed under the Dosimetry Calibration Laboratory assessment program. The Calibration Laboratory Accreditation Executive Committee shall ensure confidentiality in the accreditation decision process and shall report directly to the Board.

ARTICLE IV. MEMBERSHIP, FELLOWSHIP AND AFFILIATION (amended November 1, 2006, October 29, 2009, September 14, 2017 and September 10, 2019)

Section 1. Requirements and Application
Requirements for membership are set forth in Article FIFTH of the Articles of Incorporation, the By-Laws and the Rules. Requirements for Fellowship and Affiliation are set forth in the By-Laws and Rules. Applications for all categories of membership and affiliation shall be in a form authorized by the Board. The method of review and election to membership and affiliation shall be specified in the Rules. Applications for Membership and Associate Membership shall have two letters of support from Members or Emeritus Members in good standing who shall have personal knowledge of the applicant. Applications for Corresponding Membership shall have two letters of support from Members, Emeritus Members or Corresponding members in good standing who shall have personal knowledge of the applicant. For Membership and Corresponding Membership the supporting statements shall attest that the individual is engaged in professional, research, or academic activity related to applications of physics in medicine and biology. Academic degrees used to qualify for membership must be from a college, university or program accredited by one of the organizations recognized by the Council for Higher Education Accreditation (or its successors), or an equivalent foreign degree. Exceptions will be considered on a case-by-case basis. Applicants will be informed of the type of membership offered and acceptance of the membership will be within the time prescribed by the Rules or the application will be considered withdrawn.

Section 2. Privileges, Obligations and Benefits of Membership.
The privileges and obligations of membership shall be as specified in the Articles and By-Laws. The benefits of membership shall be as specified in the Rules.

Section 3. Change of Class of Membership
Individuals desiring a change in membership classification shall submit a request to the Office of the Secretary. The method of review shall be as specified in the Rules.

The Board, by three-fourths vote, may also change the class of membership for any members in order that their membership is in accordance with the Articles of Incorporation and By-Laws.

Section 4. Termination of Membership (amended August 31, 2022)
The membership of any member shall terminate upon occurrence of any of the following events: resignation of the member; use of degrees from non-accredited institutions or programs as defined in this Article; nonpayment of dues as specified in the Rules; or vote of the Board following a formal hearing by the Ethics Committee as specified in the Rules. Reinstatement of membership shall be as defined in the Rules.

Section 5. Requirements for Membership
Individuals who fulfill the requirements for Membership set forth in Article FIFTH of the Articles of Incorporation shall also meet the following requirements:

Membership is open to individuals who possess an earned graduate degree in the Physical or Biological Sciences, Computer Sciences, Mathematical Sciences, or Engineering and who are engaged in professional, research, or academic activity related to applications of physics in medicine and biology.

Section 6. Requirements for Emeritus Membership
Individuals who fulfill the requirements set forth in Article FIFTH of the Articles of Incorporation for Emeritus Membership shall also meet the following requirements:

Individuals shall have completed a career in medical physics and shall be retired from the field of medical physics to be eligible for Emeritus Membership.

Section 7. Requirements for Resident Membership
Resident Membership is open to individuals who are enrolled in a residency program in Medical Physics that is accredited by the Commission on Accreditation of Medical Physics Educational Programs, Inc. or its successors (CAMPEP).

Section 8. Requirements for Junior Membership
Individuals who fulfill the requirements set forth in Article FIFTH of the Articles of Incorporation for Junior Membership shall also meet the following requirements:

Junior Membership is open to individuals who possess an earned graduate degree in the Physical or Biological Sciences, Computer Sciences, Mathematical Sciences, or Engineering and who are currently a Post-Doctoral Student, Fellow or Resident in a program not accredited by CAMPEP on a full- or part-time basis, and who are engaged in professional, research, or academic activity related to applications of physics in medicine and biology.

Section 9. Requirements for Student Membership
Student Membership is open to any individual who is enrolled in a degree program in the Physical or Biological Sciences, Computer Sciences, Mathematical Sciences, or Engineering (which may include a work-study program) at an accredited college or university who has an interest in applications of physics in medicine and biology and who is not otherwise employed in the applications of physics in medicine and biology.

Section 10. Requirements for Corresponding Membership
Corresponding Membership is open to individuals residing outside the United States who do not wish to be a Member but who meet the requirements for Membership. A Corresponding Member shall not be a permanent resident of the United States or a temporary resident for more than six months.

Section 11. Requirements for Associate Membership
Individuals who fulfill the requirements set forth in Article FIFTH of the Articles of Incorporation for Associate Membership shall also meet the following requirements:

Associate membership is open to individuals who are interested in the application of physics to medicine and biology, but who do not meet the degree or other requirements for any other membership class.

Section 12. Requirements for Honorary Membership
Individuals who fulfill the requirements set forth in Article FIFTH of the Articles of Incorporation may be nominated for Honorary Membership. Individuals may be awarded Honorary Membership upon an affirmative vote of at least three-fourths of the Board.

Section 13. Fellowship
The requirements for election to Fellowship shall be set forth in the Rules.

Section 14. Corporate Affiliation
Corporate Affiliation shall be available to corporations or institutions to promote the activities of the Association. Applications for Corporate Affiliation shall be in a form authorized by the Board and shall state why such affiliation is desired. An affirmative vote of three-fourths or more of the Board is required for acceptance.

Section 15. International Affiliation
Medical physicists residing in developing countries, who are interested in the Association but who do not meet the degree requirements for membership or who are unable to obtain required letters of support for membership are eligible to become International Affiliates.

Section 16. Requirements for Emeritus Associate Membership
Associate Members shall meet the requirements set forth in the Rules and shall be retired from any practice associated with medical physics to be eligible for Emeritus Associate Membership.

Section 17. Requirements for Professional Affiliate Membership
Professional Affiliate Membership is open to individuals who are members of professional societies that are related to the radiological sciences, but are not eligible for Student, Junior, Resident, or Full membership.

ARTICLE V. REGIONAL ORGANIZATIONS

Section 1. Regional Chapters (amended December 4, 2002 and August 31, 2022)
Fifty or more Members or Emeritus Members may petition the Regional Organization Committee for permission to form a Regional Chapter. The committee shall recommend to the Board for approval or rejection of the Regional Chapter. Such a Regional Chapter may continue its affiliation as long as it has at least fifteen Members or Emeritus Members. Individuals who have interests similar to the objectives of the Corporation but who are not eligible or do not wish to be members of the Corporation may be members of Regional Chapters.

ARTICLE VI. FINANCE

Section 1. Dues (amended November 1, 2007, September 15, 2021, and August 31, 2022)

Annual dues of the members are payable in a manner specified in the Rules. Non-payment of dues may terminate membership as prescribed in the Rules. "Members in good standing" shall refer to members whose dues are not in arrears. The Board shall recommend the amount of annual dues for each class of membership and shall transmit all proposed dues changes, with a statement of necessity, to the Secretary. The Secretary shall distribute the proposal and statement of necessity to all Members and Emeritus Members at least sixty days before the Annual Business Meeting and will facilitate discussion and submission of comments on the proposal from the membership prior to and at the Annual Business Meeting. The Secretary shall summarize the comments received. The proposed change together with the statement of necessity and the summary of comments shall be presented to the Members and Emeritus Members in good standing for final approval or rejection by secret vote. The Secretary shall set a date, which shall be between fifteen and thirty days from the time that voting opens, by which votes must be cast. The dues change shall be approved by a favorable majority of those voting.

Dues may not automatically increase if it has been more than seven (7) years since the last Membership approval.

Section 2. (Repealed 9/13/2012)

ARTICLE VII. ANNUAL BUSINESS MEETING

Section 1. Time and Place
An Annual Business Meeting shall be convened at the place and time agreed upon by the Board. The membership of the Corporation shall be notified of this decision at least four months before the meeting.

Section 2. Order of Business
The order of business at the Annual Business Meeting shall be prepared by the President and approved by the Executive Committee.

Section 3. Procedure
Except as provided, the parliamentary procedure of the Corporation shall be in accord with the current edition of "Robert's Rules of Order."

ARTICLE VIII. RULES OF THE CORPORATION

Section 1. Purpose
The Rules of the Corporation (the "Rules") augment the Articles of Incorporation and By-Laws. Their purpose is to detail and expedite administrative matters of the Corporation. The Rules include matters which come under the purview of the Board which is responsible for their development, enactment and documentation.

Section 2. Enactment and Amendment (amended September 2, 2020)
The enactment or amendment of a Rule requires a majority vote of the members of the Board and becomes effective immediately after such a ballot unless otherwise stipulated. The act of enacting or amending a Rule shall be in accordance with the Rules.

ARTICLE IX. AMENDMENTS (amended December 4, 2002, September 2, 2020, and August 31, 2022)
Proposed amendments to these By-Laws may originate in the Board, in the Rules Committee, or by petition bearing the signatures of at least five Members or Emeritus Members in good standing. Proposals for amendments shall be presented to the Chair of the Rules Committee at least ninety days prior to the Annual Business Meeting. The Rules Committee shall report its recommendations on proposed amendments to the Board. The Board shall transmit the proposed amendment, with a statement as to its necessity, to the Secretary who will provide the document to all Members and Emeritus Members at least one month before the Annual Business Meeting. The Secretary shall state the arguments in favor and against the proposed amendment presented by Members and Emeritus Members at the next Annual Business Meeting. The proposed amendment together with the statement of the Board and a summary of the arguments for and against the proposed amendment shall be presented to the Members and Emeritus Members for final approval or rejection by secret ballot. The Secretary shall set a date, which shall be between fifteen and thirty days from the time that the ballots are first provided, by which completed ballots must be received. The Secretary shall be responsible for the integrity of the balloting process. Amendments to these By-Laws shall be adopted after a favorable vote of two-thirds of the ballots received.

ARTICLE X. COMMISSIONS

Section 1. (amended August 31, 2022)
Commissions shall be established by the Board to engage in specified activities. Commissions shall be affiliated with the AAPM and shall be under the jurisdiction of the Board. The operations of Commissions shall be governed by a Constitution and By-Laws which shall be approved by the Board of Directors.

Section 2. Appointments and Tenure (amended August 31, 2022)
The Constitution and By-Laws of a Commission shall specify election of members to the Commission by the Board. Membership and tenure of the Commission shall be specified by the Constitution and By-Laws of the Commission.

ARTICLE XI: INDEMNIFICATION (enacted October 29, 2009, amended August 31, 2022)

The Association shall indemnify any present or former volunteer of the Association including Directors, officers, Committee officers and Committee members as well as any present or former employees or agents of the Association, to the fullest extent possible against expenses, including attorneys' fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to conduct as a Director, officer, Committee officer, Committee member, volunteer, employee or agent of the Association, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of the duty of loyalty to the Association; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; (iii) for a transaction from which such person derived an improper personal benefit; or (iv) against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Association, or against expenses in any such case, where such person shall be adjudged liable to the Association.

Service on the Board of Directors of the Association, or as an officer, Committee officer, Committee member, volunteer, employee or agent thereof, is deemed by the Association to have been undertaken and carried on in reliance by such persons on the full exercise by the Association of all powers of indemnification which are granted to it under this Article and the District of Columbia Nonprofit Corporation Act as amended from time to time. Accordingly, the Association shall exercise all of its powers whenever, as often as necessary and to the fullest extent possible, to indemnify such persons. Such indemnification shall be limited or denied only when and to the extent provided above unless the District of Columbia Nonprofit Corporation Act or other applicable legal principles limit or deny the Association's authority to so act. This Article and the indemnification provisions of the District of Columbia Nonprofit Corporation Act (to the extent not otherwise governed by controlling precedent) shall be construed liberally in favor of the indemnification of such persons.