Bylaws

Article I

NAME

This organization shall be known as Medical Affairs Professional Society a nonprofit Colorado Corporation, hereinafter referred to as the “Corporation”. The Corporation shall have a perpetual existence.

Article II

OFFICE

The principal office of the Corporation shall be at such location within the State of Colorado as the Board of Directors may determine from time to time.

Article III

PURPOSES

The purposes for which the Corporation is formed is exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future federal law, including but not necessarily limited to the education and training of medical affairs professionals, through educational seminars, lectures, programs, and materials .

Article IV

MEMBERSHIP

Section 4.1 Classes. The classes of members and qualifications and rights of members shall be as set forth from time to time by the Board of Directors of the Corporation, provided however that Members shall not have meetings, shall not have any voting rights whatsoever, nor shall they participate in the governance of the Corporation. The Board of Directors may by resolution establish such additional rights, privileges, and duties corresponding to membership provided that such rights, privileges, and duties are consistent with the Articles of Incorporation and these Bylaws.

Section 4.2 Dues and Assessments. All members are obligated to pay the dues and assessments established by the Corporation from time to time.

Section 4.3 Non-Transferability. Memberships are personal to the individual members, and may not be transferred or assigned to any other person or entity.

Section 4.4 Membership Book. The Corporation shall keep and maintain in its office a book containing the name and address of each member.

Article V

BOARD OF DIRECTORS

Section 5.1 General Powers and Duties. The Board of Directors shall have the power and duty to exercise general supervision over the management of the affairs of the Corporation and shall have the power and authority to do and perform all acts not inconsistent with these Bylaws, the articles of incorporation, or the laws of the State of Colorado.

Section 5.2 Special Powers and Duties. In addition to and without limitation of the foregoing general powers and duties, and such powers and duties as are vested in the Board of Directors by virtue of the Articles of Incorporation, and the laws of the State of Colorado, the Board of Directors is irrevocably vested with, and responsible for, the following powers and duties:

1. Selection, appointment and removal of all officers, agents and employees of the Corporation and the fixing of compensation, therefore.
2. The power and duty to make and enforce such rules and regulations consistent with law, the Articles of Incorporation, the Declaration, and these Bylaws as the Board of Directors may deem necessary or advisable, for the use of the property of the Corporation.
3. The power, but not the duty to borrow money and to incur indebtedness for the purposes of the Corporation, and to cause and to be executed and delivered therefore, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, assignments, and hypothecations or other evidences of debt and securities, therefore.
4. The power and duty to fix and levy dues and assessments upon the members for the purposes of the Corporation; including, by example and without limitation, the funding of the Corporation’s activities and the making of grants, gifts and distributions, and the establishment and maintenance of adequate reserves for replacements, emergency expenditures, and anticipated capital expenditures.
5. The power to contract for and pay for, as reasonably necessary, fire, casualty, blanket liability, malicious mischief, vandalism, errors and omissions, and other insurance insuring members, the Corporation, the Board of Directors, the officers, agents, and employees of the Corporation, and other interested parties as the Board deems advisable.
6. The power to cause the Corporation to indemnify as appropriate the officers, directors, agents, employees and members of the Corporation to the fullest extent permitted by law.
7. To exercise all and every other power, not inconsistent with the Articles of Incorporation, as is vested by law in the Corporation and the Board of Directors.