A rtifici a 1 Organs

Code of Regulations of

International Society for Artificial Organs

Vol. 1, No. 2

Article I Membership

A. Qualifications. The membership of this Corporation shall consist of (a) the members of the Board of Trustees as that Board shall from time to time be constituted, and (b) such other persons as may pay the annual dues required for membership, such membership to be subject to the new member agreeing to be bound by the Regulations of the Corporation.

B. Annual Dues. The annual dues required for membership and the time such dues shall be paid shall be determined by resolution of the Board of Trustees. Dues may be varied from year to year, but dues shall be the same for all members and shall not exceed $100.00 per year. No member shall have the right to vote unless he shall have paid his annual dues for the current year.

C. Termination. Any member may, by notice in writing to the Board of Trustees of the Corporation, resign from membership. Default in the payment of annual dues for two (2) months after same are due and payable shall operate as a tender of resignation from membership, after due notice has been given. Upon termination of membership for any cause such fact and the date of termination shall be recorded in the Membership Book.

D. Suspension and Expulsion of Members. Any member of this Corporation may be suspended or expelled by the Board of Trustees for cause.

Article I1 Meetings of Members

A. Regular Meetings. The regular meetings of the members of the Corporation shall be held at such time and place as the Board of Trustees may from time to time designate.

B. Special Meetings. Special meetings of the members may be called by the president, or in the case of his absence, death, or disability, the vice president authorized to exercise the authority of the president, the Board of Trustees by action at a meeting, a majority of the Board of Trustees acting without a meeting, or by not fewer than 20% of the members.

C. Notice of Meetings of Members. Notice of all meetings of members shall be given not fewer than 10 days nor more than 50 days before the date of such meeting by mailing the same to the usual business or residence address of each member as it appears on the records of the Corporation, but such notice may be waived in writing by any member. All such notices shall state the time, place, and purposes of the meeting.

D. Voting. Each member shall be entitled to one vote, in person or by proxy executed in writing, on each matter properly submitted to the members for their vote, consent, waiver, release, or other action. Proxies may be filed with the Corporation at any time prior to the commencement of the meeting or may be presented thereat. Voting at elections and votes on other matters may be conducted by mail.

E. Action by Members Without a Meeting. Any action which may be author- ized or taken at a meeting of the members may ,be .authorized or taken without a meeting with the affirmative vote of, and in a writing or writings signed by, not less than a majority of the members, except as otherwise provided in Article X with respect to amendments to the Regulations.

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F. Quorum. The members present shall constitute a quorum for the transaction of business a t any regular or special meeting.

Article 111 Board of Trustees

A. Number. The number of trustees shall be not less than nine (9), nor more than fifteen (15). The number of trustees shall be fixed by the incorporator, and may be changed thereafter a t any regular meeting called for the purpose of electing trustees or a t any special m-eeting called for that purpose by the affirmative vote of a majority of members present at a meeting.

B. Qualifications. The trustees shall be elected on the basis of knowledge of and involvement in research, development and application of artificial organs, and on the basis of activity in or representation of other artificial organ societies which are concerned with related charitable, educational and/or scientific needs.

C. Election of Trustees. The trustees shall be elected at the regular meeting of members called for the purpose of electing trustees from the persons nominated as candidates by the Nominating Committee, but when the regular meeting is not held or trustees are not elected thereat, they may be elected at a special meeting called and held for that purpose. Such election shall be by ballot whenever requested by any member entitled to vote at such election; but, unless such request is made, the election may be conducted in any manner approved a t such meeting. At each meeting of members for the election of trustees, the persons receiving the greatest number of votes shall be trustees.

D. Termination. Failure without excuse acceptable to the Board of Trustees to attend three (3) consecutive regular meetings of the Board of Trustees shall operate as a tender of resignation. Vacancies by death, resignation, refusal to serve or otherwise shall be filled for the unexpired term by majority vote of the trustees then serving, although less than a quorum. A vacancy may only be filled by a person who possesses the qualifications referred to in Paragraph B of this Article 111. Such person shall remain a member of the Board of Trustees until the regular meeting of the members immediately preceding the expiration of his unexpired term and until his successor is elected and qualified.

E. Term of Office. Each trustee shall hold office for a term of three years following his election and until his successor is elected and qualified, or until his earlier resignation, removal from office or death; provided, however, that each trustee elected a t the organizational meeting at which these Regulations are adopted shall serve for a term of two years following his election and until his successor is elected and qualified.

F. Powers and Duties of the Board of Trustees 1. Except as otherwise provided in the Articles of Incorporation or in these

Regulations, all the powers, duties and functions of the Corporation conferred by the Articles of Incorporation, these Regulations, State statutes, common law, court decisions, or otherwise shall be exercised, performed or controlled by the Board of Trustees.

2 The Board of Trustees shall have general charge of the affairs, property and assets of the Corporation. I t shall be the duty of the Board of Trustees to carry out the aims and purposes of this Corporation, and, to this end, to manage and control all of its property or assets. Each member of the Board of Trustees shall serve in a fiduciary capacity.

3. The Board of Trustees is authorized to employ such persons, including an executive officer, attorneys, agents and assistants, as in its opinion are needed for the administration of the Corporation and to pay reasonable compensation for services and expenses thereof. The trustees, as 'such, shall serve without compensation except for reimbursement for reasonable expenses incurred for or in furtherance of the purposes of the Corporation. Nothing herein shall be construed to preclude a trustee from serving the Corporation in any other capacity and receiving compensation therefor.

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4. The Board of Trustees may adopt by-laws for its proceedings and the administration of the Corporation not inconsistent with the Articles of Incorporation and the Regulations of the Corporation.

G. Meetings 1. A regular meeting of the Board of Trustees for the election of officers and the

transaction of such business as may properly come before the meeting shall be held immediately following the regular meeting of members. Regular meetings of the Board of Trustees shall be held at such times and places as the Board may fix by resolution or by-law, or at such times and places as may be fixed by the president. Special meetings of the Board of Trustees may be called by the president and shall be called by him upon the request of any two trustees. A majority of the members of the Board of Trustees must be present a t any meeting to constitute a quorum.

2. Notice of all meetings of the Board of Trustees, except as herein otherwise provided, shall be given by mailing the same at least five (5) days before the meeting to the usual business or residence address of each trustee, but such notice may be waived by any trustee. At any meeting at which every trustee shall be present, even though without any notice or waiver thereof, any business may be transacted. Presence at any meeting shall constitute a waiver of the notice for that meeting.

3. Meetings of the trustees may be held through any communications equipment if all persons participating can hear each other and participation in such meeting shall constitute presence a t that meeting.

H. Independent Auditor. The Board of Trustees shall appoint an independent auditor who shall a t such time as the Board may determine, but a t least annually, prepare for the Corporation a financial statement, including a statement of assets and liabilities, a statement of income, expenses, distributions, and disbursements, and such other additional reports or information as may be ordered from time to time by the Board of Trustees. The auditor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Corporation. The auditor’s charges and expenses shall be proper expenses.

Article IV Committees

A. Executive Committee. The Board of Trustees shall create an Executive Committee of three ( 3 ) or more trustees, the members of which shall be elected by the Board of Trustees to serve at the pleasure of the Board for such terms as the Board shall determine. Members of the Executive Committee shall be members of the Board of Trustees. Except for the power to fill vacancies in the Board of Trustees and as may otherwise be provided herein or by the Board, such Committee shall, during the intervals between the meetings of the Board of Trustees, possess and may exercise all of the powers of the Board of Trustees in the management of the affairs of the Corporation, including authority over the investment policies with respect to the property of the Corporation, and such other duties and authority as may be delegated to it by the Board of Trustees. A majority of the members of the Executive Committee present a t any meeting shall constitute a quorum. All action by the Executive Committee shall be reported to the Board of Trustees a t its meeting next succeeding such action and shall be subject to control, revision, and alteration by the Board of Trustees, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the Executive Committee shall be filled for the unexpired term by the Board of Trustees, and the Board may appoint one or more trustees as alternate members of the Executive Committee who may take the place of any absent member or members a t any meeting.

B. Nominating Committee. The Board of Trustees shall create a Nominating Committee consisting of three ( 3 ) trustees, to be elected a t a regular meeting of the Board of Trustees to serve until the next regular meeting a t which trustees are to be elected, and until their successors are duly elected and qualified. The Nominating

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Committee will develop procedures to obtain the names of qualified persons for nomination to the Board of Trustees, and, at each meeting of the members a t which any position or positions on the Board of Trustees are to be filled, shall present a nomination for each such position.

C. Other Board Committees. The Board of Trustees may provide for such other standing or special committees as i t deems desirable and discontinue the same at its pleasure. Each such committee shall consist of three (3) or more trustees elected by the Board of Trustees, and shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Trustees. Vacancies in such other committees shall be filled by the Board of Trustees or as the Board of Trustees may provide.

D. Advisory and Other Committees. The Board of Trustees may provide for such other committees, including committees, boards, advisory groups, eJc., consisting in whole or in part of non-trustees, as it deems desirable, and discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties or functions, not inconsistent with law, as may be prescribed for it by the Board of Trustees. Appointments to and the filling of vacancies on such other committees shall be made by the president unless the Board of Trustees otherwise provides. Any action by each such committee shall be reported to the Board of Trustees at its meeting next succeeding such action, and shall be subject to control, revision, and alteration by the Board of Trustees, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in any such committees shall be filled for the unexpired term by the president and the president may appoint one or more persons as alternate members of any such committees who may take the place of any absent member at any meeting, unless the Board of Trustees otherwise provide.

Article V Officers

A. The officers of the Corporation shall be a president, who shall 'be a trustee and who shall also be the chairman of the Executive Committee, three (3) vice presidents, a secretary, and a treasurer. The Board of Trustees may also elect additional vice presidents, an assistant secretary, an assistant treasurer, and such additional officers as they deem desirable. Said officers shall be chosen by the Board of Trustees by a majority vote. Any two of such offices, other than that of president and secretary, may be held by the same person. The officers shall hold office during the pleasure of the Board of Trustees, and, unless sooner removed by the Board of Trustees, until the date fixed by the Board of Trustees a t the time of the election of such officers, and until their successors are elected and qualified.

B. The officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices and such other and further duties as may from time to time be required of them by the Board of Trustees or the president.

Article VI Indemnification and Insurance

A. Indemnification 1. In the event that any person who was or is a party to or is threatened to be made

a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corpora- tion against expenses, including attorneys fees (and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him in connection with such action, suit or proceeding by reason of the fact that such person is or was a trustee or officer of the Corporation or is or was serving at the request of the Corporation as a trustee, director, officer, employee or agent of another corporation, domestic, or foreign,

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nonprofit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine or cause to be determined in the manner provided in Section 1702.12(E) (4) of the Ohio Revised Code whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Divisions (E) (1) and (E) (2) of Section 1702.12 and, to the extent that it is so determined that such indemnification is proper, the person claiming such indemnifi- cation shall be indemnified.

2. The indemnification provided by this Paragraph A shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles or any agreement, vote of members or disinterested trustees, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee or officer and shall inure to the benefit of the heirs, executors, and administra- tors of such a person.

B. Insurance. The Corporation, to the extent permitted by Chapter 1702 of the Ohio Revised Code, may purchase and maintain insurance on behalf of any person who is or was a trustee or officer of the Corporation, or who is or was serving a t the request of the Corporation as a trustee, director, officer, employee or designated agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.

Article VII Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees and committees having any of the authority of the Board of Trustees; and shall keep a t its principal office or a t the offices of its secretary a Membership Book giving the names and addresses of members entitled to vote and dates of admission to membership, or records showing where such information can be obtained. Any books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. All relevant books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Article VIII Corporate Seal

The Board of Trustees may provide a seal for the Corporation, which shall be in charge of the Secretary or such other officer as the Board of Trustees may from time to time direct and shall be affixed to such documents as may require the corporate seal.

Article IX Fiscal Year

The fiscal year of the Corporation shall be the twelve month period ending on the last day of June, or such other period as may be designated by the Board of Trustees.

Article X Amendments

These Regulations may be amended or repealed by A. a majority vote of the Board of Trustees, ratified by written action signed and

B. a majority vote of the members present at a special meeting called for that approved by a t least two-thirds of the members of the Corporation, or

purpose or a t any regular meeting of the members.

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