American Association for Cancer Research

Articles VI-X

Article VI: Dues and Business

Section 1

(a) Annual dues for all categories of membership shall be determined by the Board of Directors. Dues for active members shall include a paid subscription to an official journal of the Association. Associate, affiliate, student, honorary, sustaining, and emeritus members have the privilege of subscribing to Association journals at rates determined by the Board of Directors. Honorary members shall be exempt from dues and shall receive a complimentary subscription to one Association journal.

(b) Dues shall be payable in advance, or by the first day of January.

(c) Membership shall be terminated by the Board of Directors for any member whose dues are in arrears for two years. Notification of the pending action shall be sent to such members by certified mail at least two weeks prior to the proposed termination.

Section 2

The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December.

Section 3

The seal of the Corporation shall be circular in form with the words "American Association for Cancer Research, Inc." on the circumference and the following words in the center: "Corporate Seal 1940 New York."

Section 4

All formal agreements shall be signed by one of the Officers, unless otherwise ordered by the Board of Directors.

Article VII: Local Sections

The Association may have Local Sections in areas that have sufficient numbers of individuals with scientific interest in cancer research. Application for establishment of a Section shall be made to the Board of Directors by a local group of at least ten members of the Association. If the Board accepts the application, authorization for the Local Section shall be put to a vote of the members of the Association. Associate members of a Section need not be active members of the Association, although the Officers must be active members of the American Association for Cancer Research, Inc. Meetings of the Local Sections shall be held at least once a year, and annual written reports of such meetings shall be made to the Chief Executive Officer of the Association.

Article VIII: Amendments

The Constitution and By-Laws of the Association may be amended according to the following procedure:

(a) Proposals to amend these By-Laws may be originated by (1) a majority vote of the Board of Directors or (2) at least fifty (50) voting members. All proposed amendments shall be sent to the Chief Executive Officer.

(b) Proposed amendments to the By-Laws of the Association shall be voted upon by the voting membership of the Association. Voting by members may be conducted in person at a duly-convened meeting, by mail or, to the extent permitted by law, by email, Internet-assisted ballot, or any other method approved by the Board of Directors that permits participation in such voting by each member entitled to vote. A two-thirds majority of the total votes cast shall be required for adoption of amendments. The participation of not less than 10% of voting members is required to amend the By-Laws. Announcement of the results of the vote shall be communicated to all members.

(c) All voting conducted by the organization may be conducted in person at a duly-convened meeting, by mail or, to the extent permitted by law, by email, Internet-assisted ballot, or any other method approved by the Board of Directors that permits participation in such voting by each member entitled to vote.

Article IX: Indemnification of Directors and Officers

Section 1

Subject to the provision of Sections 720-a through 726 of the Not-For-Profit Corporation Law of the State of New York:

(a) The Association shall indemnify any person, made a party to an action by or in the right of the Association to procure a judgment in its favor by reason of the fact that this person, his or her testator, or intestate, is or was a director or officer of the Association, against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by such director or officer in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such director or officer is adjudged to have breached his or her duty to the Association under Section 717 of the Not-For-Profit Corporation Law of the State of New York.

(b) The Association shall also indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, which any director or officer of the Association, served in any capacity at the request of the Association, by reason of the fact that this person, his or her testator, or intestate, was a director or officer of the Association, or served such other corporation in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in the best interests of the Association and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful.

Article X: Dissolution

In the event of dissolution or final liquidation of the Association, pursuant to Article 10 of the Not-For-Profit Corporation Law of the State of New York, the remaining assets of the Association shall be applied and distributed as follows. All liabilities and obligations of the Association shall be paid, satisfied, and discharged, or provision shall be made therefore; any assets held on the condition that they be returned, transferred, or conveyed upon dissolution shall be disposed of in accordance with such requirements. All remaining assets of every nature and description whatsoever shall be distributed to one or more corporations, funds, or foundations, engaged in biomedical science activities, qualified for exemption from tax as an exclusively charitable or educational corporation, fund, or foundation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or its successor provisions.