By-Laws

Name

The name of the corporation shall be Society of Pediatric and Adult Congenital Cardiovascular Computed Tomography (hereinafter referred to as the “Society.

Corporate Purpose

The purpose for which this Society is organized and operated is exclusively charitable, scientific and educational, as defined in Section 501(c)(3) of the Internal Revenue Code, as amended, and its regulations as they now exist, or as they may hereafter be amended. The purpose of this Society shall be as provided for in the Articles of Incorporation of the Society.

Fiscal Year

The fiscal year of the Society shall begin on the first day of January and end on the last day of December in each year.

Committees

The Society shall have different working committees in the future as needed. The term and role of such committees will be determined by approval of the board of directors.

Notices

Method of Giving Notices.
Whenever notice is required to be given by these Bylaws, the same shall be given as specified either by electronic mail or by depositing the same with the U.S. Postal Service, postage prepaid, to the last known address of the individual entitled to such notice.

Waiver of Notice.
Any meeting of the Members or of the Board of Directors may be deemed to have been validly and legally called if all of the Members or Directors entitled to vote on the day of the meeting sign a written waiver of notice, either before or after the meeting. Attendance of a Member or a Director at any meeting shall constitute a waiver of notice of that meeting and no written waiver need be obtained from that Member or Director except when the Member or Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. All such waivers, consents, or approvals shall be filed with the corporate records of the Society.

Management Policies

Policies and Procedures
The Board of Directors shall establish and maintain written policies for the management of the Society wholly consistent with these bylaws.

No property of this corporation shall inure to the benefit of any private person. This corporation does not contemplate the distribution of any gains, profits, dividends of net earnings to the benefit of any individual at any time whatsoever.

Indemnity

The Society shall indemnify Directors who may have served at its request as Directors against damages awarded against them, and expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being or having been such a Director, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable for misconduct in the performance of their duty. Such rights of indemnification and reimbursement shall not be deemed exclusive or any other rights to which such Director may be entitled under any Bylaw, agreement, or otherwise.

Amendment to the Bylaws

These Bylaws may be amended, altered, restated, or otherwise revised by the affirmative vote of two-thirds (2/3) of the Directors present at any meeting of the Board, provided that the amendment or proposal shall first be emailed to each Director of the Board at least twenty (20) days prior to the meeting at which it is proposed.



Corporate Seal

The Board of Directors shall provide a suitable seal containing the name of the Society and the year in which it was first incorporated. The seal shall be in the custody of the President. Adopted this 23rd day of March, 2023


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