SECTION 4: Jurisdiction and Territory
The territory in which this Association shall act will be the United States of America. It shall not be constrained, however, from holding its annual meetings at any designated site.

SECTION 5: Governing Board
The affairs of the Association shall be conducted by the Board of Directors.

SECTION 1: Membership Limitation
Membership shall be limited 125 active members. No single specialty shall comprise more than 40% of this total membership of 125.

SECTION 2: Membership and Qualifications

A.	Active members shall be limited to Doctors of Medicine or Doctors of Osteopathy who are Board Certified in their particular medical specialty and are under the age of 55 years. The Board of Directors is hereby given discretionary powers to interpret if foreign physicians who apply for membership have credentials comparable to Board Certification. Active status is conferred by a two-thirds vote of the Board of Directors. Active members have the right to vote on any business presented to the organization during the business meeting, serve on, or chair any committee and be elected to any elected position within the organization.
B.	Associate members include qualified members of other (non-M.D.) health care disciplines with a special interest or expertise in trauma. Approval of a majority of the Board of Directors is required. Associate members must satisfy the same requirements for election to and retention of membership as active members. Associate members may not vote, serve on committees or hold office.
C.	Senior membership is automatically conferred on all members in good standing upon reaching the age of 55, assuming the member is in good standing. A senior member retains all voting privileges and rights of active members, and must pay dues annually but is exempt from attendance requirements. The senior member is not counted as part of a given specialty's membership quota or membership total.
D.	Retired membership: Members in good standing who retire from practice are, upon notification of the Secretary and/or Treasurer, entitled to continued membership, but are exempt from all membership requirements, including the payment of dues. They shall not have the right to vote and their membership shall not be counted towards specialty or membership quotas. The change to “retired status” is voluntary.
E.	Emeritus membership: Senior members of the Association who have made a significant contribution to the organization may be awarded Emeritus membership by a majority vote of the Board of Directors.
F.	Candidates for membership must submit a completed application and a letter of support (sponsorship) from a member of the Association. They must also submit an abstract for consideration by the Program Committee. A prospective member must attend a meeting within three (3) years prior to the meeting in which he/she is voted on for membership.

SECTION 3: Membership Retention
To retain membership in the Association, each member must comply with the following:

A)	Be a physician in good standing before his or her professional specialty board.
B)	Attend at least one out of every three consecutive meetings of the Association.
C)	Agree to be responsible for annual membership dues and any assessments as set by the Board of Directors at a special meeting or the annual meeting. He/she must remain current in the payment of dues and assessments.
D)	Maintain behavior befitting a physician by adhering to the code of ethical and moral standards as described by either the American College of Surgeons or the American Medical Association.

SECTION 4: Termination of Membership

A)	Membership can be terminated for a violation of one or more of the items set forth in Article II, Section 3 of the Bylaws of the Association by a vote of two-thirds of the Board of Directors.
B)	Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges accrued and unpaid.

SECTION 1: Annual Meetings
There shall be an annual meeting of the membership of the Association held in some suitable location chosen by the President-elect and approved by a majority vote of the Board of Directors and the membership. Funds shall be made available for the conduct of the scientific program at the annual meeting.

SECTION 2: Special Meetings
Special meetings of the Association may be called by the Board of Directors or two-thirds of the members in good standing, entitled to vote. The location for a special meeting of the Association shall be chosen by the Board of Directors.

SECTION 3: Notice
Notice of the time and place of the annual or special meetings of the Association shall be mailed by the secretary of the Association to each and every member at his address as it last appears on the records of the Association with postage thereon prepaid. Notice shall be deemed delivered when deposited in the United States Mail, so addressed to the respective member. Notification by electronic mail (e-mail) may be substituted for regular mail.

SECTION 4: Quorum
Subject to provisions of Article VI, Section 3, one-fourth of the membership present at any meeting of the Association shall constitute a quorum.

SECTION 1: Composition

A.	The President, President-elect, Vice- President, Secretary, Treasurer, immediate Past President, program committee chairman and six members-at-large shall constitute the Board of Directors.
B.	The President of the Association shall serve as Chairman of the Board of Directors. The Chair of the Multicenter Trials Committee, the Historian and the President of the Western Trauma Foundation for Education and Research shall serve as ex-officio members of the Board of Directors. The ex-officio members shall not have any vote on matters before the board.
C.	At each annual meeting, two members of the Association in good standing named by the Nominating Committee and elected by the membership, shall replace the two outgoing members-at-large of the Board unless the membership should, by majority vote, elect to retain the then existing at-large Directors.
D.	The tenure of elected members of the Board of Directors shall be for no more than three years unless such member shall be elected to a position as an officer in the Association.

Section 2: Annual Meetings

A.	The annual meeting of the Board of Directors shall be held during and in the same general location as the annual meeting of the Association, but at least one day in advance of the general business meeting. The agenda will be determined by the President of the Association who will preside at the meeting. Additional agenda items may be proposed for discussion and/or vote by any Board member.
B.	Unless otherwise determined by a majority vote of the Directors, all meetings of the Board of Directors shall be considered executive sessions and, thus, closed to all but Board Members and invited guests.

SECTION 3: Special Meetings

A.

Special meetings of the Board of Directors may be held at any time and place upon the call of the President, or a majority of the Board providing ten days prior written notice shall be given to each Director, stating the time, place and purpose of the special meeting. Notices of special meetings shall be mailed to the Directors by the Secretary of the Association in the same form and manner as provided above for mailing notices of meetings for the general membership of the Association.

B.

In lieu of special meetings, the Board of Directors may conduct business by conference telephone call including a quorum of Members of the Board. The same rules for notification of special meetings shall apply to conference calls.

SECTION 4: Quorum
A majority of the Board of Directors shall constitute a quorum. (No member of the Board may vote by proxy.) SECTION 5: Powers
Subject only to the limitations of the provisions of the Colorado Nonprofit Corporation Act, all corporate powers shall be exercised by or under the authority of, and the affairs and activities of the Association shall be controlled by, or under the authority of, the Board of Directors.

Section 6: Ex-officio Members of Board of Directors.
The President of the Western Trauma Foundation for Education and Research, Chairman of the Program Committee, Chair of the Multicenter Trials Committee and the Historian shall be ex-officio members of the Board of Directors and may participate in any meeting of the Board of Directors.

SECTION 1: Registration Fees
Registration fees for annual meetings shall be paid and used to defray the cost of the functions of the annual meeting. The amount of the registration fee shall be determined by the President, in consultation with the Treasurer, and notice thereof shall be sent to the membership along with the written notice of the annual meeting.

SECTION 2: Dues
Dues of the Association shall be set by the Board of Directors. Each member shall pay dues to the Treasurer of the Association for each fiscal year, beginning with the first new fiscal year after election to membership. The Treasurer shall notify each member of his/her dues obligation during the first quarter of the fiscal year by regular or electronic mail. This notification shall follow the rules for notification of the annual meeting. Associate members shall be required to pay the same dues required of active members. Failure to pay dues for three (3) years shall be considered cause for termination of membership.

SECTION 3: Assessments
A two-thirds majority vote of the Board of Directors of the Association can institute a special assessment of the general membership. Special assessments can be voted by the Board of Directors only for the promotion of scientific programs at the annual meetings, research papers or other purposes designed to achieve the exchange of ideas and principles pertaining to the diagnosis and management of traumatic injuries and conditions. Notice of any special assessment of the membership so voted by the Board of Directors shall be sent, by either regular or electronic mail, to all active and senior members at the last address on record with the Association, postage pre-paid.

SECTION 4: Waiver of Dues and Responsibilities
All requirements for retention of membership including payment of dues and attendance at meetings may be waived by a vote of the majority of the Board of Directors upon petition. Eligibility for such waivers shall include induction into the Armed Forces of the United States on a temporary basis, physical disability, or other reasons that would place unreasonable hardship, physical disability, or other reason upon the petitioner.

SECTION 1: Voting Rights
Each active member or senior member in good standing shall be entitled to one vote on each matter submitted to a vote of the membership.

SECTION 2: Majority
A majority of the votes entitled to be cast on a matter at a meeting at which a quorum is present shall be deemed necessary for the adoption of such matters unless otherwise noted in the Bylaws.

SECTION 3: Manner of Voting
Each member of the Association is entitled to vote in one of three following manners:

1)	In person.
2)	With respect to matters described in any notice of meeting, by written instruction or ballot, delivered by United States Mail, postage pre-paid, addressed to the secretary of the Association at the Association's registered office or such other address as specified in any notice of meeting, postmarked and received on or before the date of the meeting of the membership where the vote is to be taken. A member who has voted by such written instruction or ballot shall be counted for purposes of determining whether quorum of members is present at a meeting, but only with respect to the matter voted upon by such Member.
3)	By proxy duly executed in writing by the member or his authorized attorney-in-fact. No voting member in attendance at a meeting shall hold or vote more than one duly executed proxy for absent members.

SECTION 4: Amendments
As to the Articles of Incorporation, consolidation or dissolution of the Association shall be passed only in the event of a two-thirds vote of the members in good standing.

SECTION 5: Elections
Elections and all other matters raised to a vote of the membership cannot be held unless a quorum is present and shall be by majority vote.

SECTION 1: Officers
The officers of the Association shall consist of the President, President-Elect, Vice-President, Secretary, Treasurer, Historian, and such other officers as from time to time may be appointed by the Board of Directors. The President, President-Elect, Vice-President, Secretary, Historian, and Treasurer shall be elected at the annual meeting of the members by simple majority of a quorum.

SECTION 2: Terms and Vacancies
The President, President-Elect, and Vice-President shall hold office for one (1) year. The Secretary and Treasurer shall each hold office for the term of three years. All elected officers, except the Treasurer, shall be automatically inaugurated at the close of the annual meeting at which they are elected. The newly elected treasurer shall assume the responsibilities of his/her office at the beginning of the next fiscal year following his/her election. The Historian shall serve until his/her death, resignation or inability to perform the duties subsequently described in Article VIII, Section 6. If an officer cannot complete his/her term, his/her successor shall be chosen by the Board of Directors by special meeting to fill the vacancy for the unexpired term of the office. No officer shall serve more than one term.

SECTION 3: Removal
Any officer may be removed, with or without cause, by a vote of a majority of the members of the Board of Directors present at any meeting for that purpose.

SECTION 4: Resignation
Any officer may resign at any time by giving written notice to the Board of Directors and receiving their approval.

SECTION 1: President
The President shall preside at all meetings of the members and shall serve as ex-officio member of all committees. The president shall be Chairman of the Board of Directors and shall serve as the liaison to the American Association for the Surgery of Trauma.

SECTION 2: President-Elect
The president-elect shall plan and organize the next annual meeting and assume whatever responsibilities the president or Board of Directors shall assign.

SECTION 3: Vice President
The vice president shall preside at all business meetings in the absence of the president. The Vice-President shall serve as Chair of the Website Committee and perform such other duties as requested and assigned by the President or the Board of Directors.

SECTION 4: Secretary
The secretary shall

1)	Keep the minutes of all meetings of the association and the Board of Directors
2)	Be responsible for applications for membership, elections and terminations of members and communications to the membership, especially those whose membership is in jeopardy because of violations of the bylaws.
3)	Maintain the Membership database, with the help of the Treasurer.
4)	Record the reports from the other officers and committees and any bylaw changes.
5)	Maintain copies of all corporate documents, including contracts, except for those that specifically relate to financial matters.
6)	Prepare a report for the membership at the annual business meeting and for the Board of Directors at each of their annual meetings.

SECTION 5: Treasurer
The treasurer shall:

1)	Keep the books of account of the Association.
2)	Have custody of, and be responsible for all funds, securities, financial documents, and other properties of the Association and shall deposit all such funds in the name of the Association in such banks or other depositories as shall be approved by the Board of Directors.
3)	Assist the Secretary in keeping the roster of the membership that is current and accurate.
4)	Engage a certified public accountant, approved by the President, to prepare such tax documents as are required by law and file said documents in a timely manner. He/she will require said certified public accountant to audit the books of the Association upon the request of the Board of Directors and present the report of that audit to the Board.
5)	Manage all accounts receivable and payable, including such expenses as may be incurred in the name of the Association.
6)	Send to all active and associate members a statement of dues in the first quarter of the fiscal year, and make all necessary efforts to collect those dues.
7)	Serve on the Website Committee and prepare the website annually for the meeting registration process.
8)	Prepare registration packets, including name badges, and other items, for all those attending the annual meeting.
9)	Organize, with assistance from the other Officers and Board Members, the registration process at the annual meeting.

SECTION 6. Historian
The Historian should maintain and safeguard the archives of the Association. The Historian shall be an ex-officio member of the Board of Directors. In case of a vacancy by reason of death, resignation, or inability to fulfill the responsibilities of the office, the vacancy may be filled by the Board of Directors until the next annual meeting of the members. The historian shall keep a continuous account of the history of the Association for the use of the membership. This shall include significant information concerning each annual meeting, including the site of the meeting, recipients of honors, invited lecturers, highlights of the scientific program, and important actions arising from the Business Meeting. The historian shall also record significant action of the Board of Directors at its meeting. Each five years the historian shall prepare the history of the Association from the time of the last recorded history to be part of the archives of the Association. Memorabilia of the Association shall be retained by the Historian.

SECTION 1: Nominating Committee
The Nominating Committee shall be composed of three (3) members of the Association appointed by the President. These individuals should represent General Surgery, Orthopedic Surgery, and another specialty. The Chairman of this Committee shall be the immediate Past President. This committee shall submit a slate of nominees for the various offices of the Association to the annual meeting of the members.

SECTION 2: Program Committee
The Program Committee shall consist of a Chairman, appointed by the President, and a Committee including at least one General Surgeon, one Orthopedic Surgeon, another specialist (if available), and as many other members as the Program Chairman and President deem necessary to a maximum of ten (10) members. The Chair and the President will appoint the committee members. The President and the Chairman of the Publications Committee shall serve as ex-officio members. The Chairman will serve a two year term and is an ex-officio member of the Board of Directors. This Committee will be responsible for the organization and conduct of the program at the annual meeting.

SECTION 3: Membership Committee
The Secretary of the Association shall serve as Chairman of the Membership Committee. The secretary shall present to the Board of Directors at its annual meeting, a list of candidates who have satisfied the requirements for membership. Upon approval of the Board of Directors, this group shall be then presented to the membership for its approval as previously outlined.

SECTION 4: Publications Committee
The Publications Committee will consist of a Chairman and a Committee including at least one General Surgeon, one Orthopedic Surgeon, one Plastic Surgeon and another specialist (if available), and as many other members as the Chairman and President deem necessary and appropriate. The Chairman of the Program Committee shall serve as an ex-officio member of the committee. The Chairman of the Publications Committee will be appointed by the President and serve a two (2) year term. The other members, selected from the membership, will be appointed by the President in consultation with the Chairman, annually. This committee will be responsible for reviewing all manuscripts submitted in association with presentations at the annual meeting and for choosing those which will be submitted to The Journal of Trauma. The Chairman will serve as the liaison to The Journal of Trauma. Should the Chairman not be an Editorial Consultant to The Journal of Trauma, the Chairman will consult with a member of the Editorial Board of The Journal of Trauma designated by the President.

Section 5: Multicenter Trials Committee
The multicenters trial committee shall consist of a Chairman and other interested members of the association. This committee will be responsible for coordinating and reviewing all the multicenter trials conducted under the aegis of the association. The Chairman will be appointed by the President to a five (5) year term. The Chairman will report to the president and board of directors, and at the annual business meeting and serve as an ex-offico member of the Board of Directors.

Section 6: Website Committee
The Website Committee shall consist of a Chairman and four (4) members. The Vice President shall serve as the Chairman of the Committee. The Treasurer will serve as a member. The two other members, selected from among the Association membership, will be appointed by the Vice President for a two (2) year term. The Committee shall be responsible for development and maintenance of the Association’s Website.

Section 7: Other Committees
Other ad hoc committees may be established by the Board of Directors. The creation of additional standing committees, proposed by the Board of Directors, requires the approval of a majority of members in good standing.

SECTION 1: Business Sessions of the Members
There shall be an annual business meeting of the members during the annual meeting. It shall be preceded by a meeting of the Board of Directors also held during the annual meeting of the Association.

SECTION 2: Order of Business
The President shall set the agenda and where possible should follow Robert's Rules of Order.

Section 1. Definitions. For purposes of this Article:

A.	The terms “director or officer” shall include a person who, while serving as a director or officer of the Association, is or was serving at the request of the Association as a director, officer, partner, member, manager, trustee, employee, fiduciary or agent of another foreign or domestic Association. The term “director or officer” shall also include the estate or personal representative of a director or officer, unless the context otherwise requires.
B.	The term “proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.
C.	The term “party” includes an individual who is, was, or is threatened to be made a named defendant or respondent in a proceeding.
D.	The term “liability” shall mean any obligation to pay a judgment, settlement, penalty, fine or reasonable expense incurred with respect to a proceeding.
E.	When used with respect to a director, the phrase “official capacity” shall mean the office of director in the Association, and, when used with respect to a person other than a director, shall mean the office in the Association held by the officer or the employment, fiduciary or agency relationship undertaken by the employee or agent on behalf of the Association, but in neither case shall include service for any foreign or domestic Association or for any other person.

Section 2 General Provisions.
The Association shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Association, against expenses (including attorneys, fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person:
However, no person shall be entitled to indemnification under this Section 2 either:

(i)	acted in good faith;
(ii)	reasonably believed, in the case of conduct in an official capacity with the Association, that the conduct was in the best interests of the Association, and, in all other cases, that the conduct was at least not opposed to the best interests of the Association; and
(iii)	with respect to any criminal proceeding, had no reasonable cause to believe that the conduct was unlawful.

Indemnification under this Section 2 in connection with a proceeding brought by or in the right of the Association shall be limited to reasonable expenses incurred in connection with the proceeding. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of solo contender or its equivalent shall not of itself be determinative that the person did not meet the standard of conduct set forth in this Section 2.

Section 3 Successful Defense on the Merits; Expenses.
To the extent that a director or officer of the Association has been wholly successful on the merits in defense of any proceeding to which he was a party, such person shall be indemnified against reasonable expenses (including attorneys’ fees) actually and reasonably incurred in connection with such proceeding.

Section 4 Determination of Right to Indemnification.
Any indemnification under Section 2 of this Article (unless ordered by a court) shall be made by the Association only as authorized in each specific case upon a determination that indemnification of the director or officer is permissible under the circumstances because such person met the applicable standard of conduct set forth in Section 2. Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum of disinterested directors who at the time of the vote are not, were not, and are not threatened to be made parties to the proceeding; or (ii) if such a quorum of the Board of Directors cannot be obtained, or even if such a quorum is obtained, but such quorum so directs, then by independent legal counsel selected by the Board of Directors in accordance with the preceding procedures, or by the voting members (other than the voting members who are directors and are, at the time, seeking indemnification). Authorization of indemnification and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation of legal expenses shall be made by the body that selected such counsel.

Section 5 Advance Payment of Expenses; Undertaking to Repay.
The Association may pay for or reimburse the reasonable expenses (including attorneys, fees) incurred by a director or officer who is a party to proceeding in advance of the final disposition of the proceeding if: (i) the director or officer furnishes the Association a written affirmation of the director’s or officer’s good faith belief that the person has met the standard of conduct set forth in Section 2; (ii) the director or officer furnishes the Association with a written undertaking, executed personally or on the director’s or officer’s behalf, to repay the advance if it is determined that the person did not meet the standard of conduct set forth in Section 2, which undertaking shall be an unlimited general obligation of the director or officer but which need not be secured and which may be accepted without reference to financial ability to make repayment; and (iii) a determination is made by the body authorizing indemnification that the facts then known to such body would not preclude indemnification.

Section 6 Reports to Members.
In the event that the Association indemnifies, or advances the expenses of, a director or officer in accordance with this Article in connection with a proceeding by or on behalf of the Association, a report of that fact shall be made in writing to the member with or before the delivery of the notice of the next meeting of the members.

Section 7 Other Employees and Agents.
The Association shall indemnify such other employees and agents of the Association to the same extent and in the same manner as is provided above in Section 2 with respect to directors and officers, by adopting a resolution by a majority of the members of the Board of Directors specifically identifying by name or by position the employees or agents entitled to indemnification.

Section 8 Insurance.
The Board of Directors may exercise the Association’s power to purchase and maintain insurance (including without limitation insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was a director, officer, employee, fiduciary, agent or was serving as a director, officer, partner, member, trustee, employee, fiduciary of another domestic or foreign corporation, nonprofit corporation against any liability asserted against the person or incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the Association would have the power to indemnify that person against such liability under the provisions of this Article.

Section 9 Nonexclusivity of Article.
The indemnification provided by this Article shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the Articles of Incorporation, any bylaw, agreement, resolution of disinterested directors, or otherwise, both as to action in such person’s 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 director or officer, and shall inure to the benefit of such person’s heirs, executors, and administrators.

Section 10 Notice to Voting Members of Indemnification.
If the Association indemnifies or advances expenses to a director or an officer, the Association shall give written notice of the indemnification in advance to the voting members with or before the notice of the next voting members’ meeting. If the next voting member action is taken without a meeting, such notice shall be given to the voting members at or before the time the first voting member sign a writing consenting to such action.

ARTICLE XII
CONFLICTS OF INTEREST, LOANS AND PRIVATE INUREMENT

Section 1 Conflicts of Interest.
If any person who is a director or officer of the Association is aware that the Association may or is about to enter into any business transaction directly or indirectly with himself, any member of such person’s family, or any entity in which he has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or trustee, such person shall:

(i)	in connection with a proceeding brought by or in the right of the Association in which the director or officer was adjudged liable to the Association; or
(ii)	in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in that person’s official capacity, in which the officer or director is ultimately adjudged liable on the basis that the director or officer improperly received personal benefit.

Voting on such transaction shall be conducted as follows:

(a)	immediately inform those charged with approving the transaction on behalf of the Association of such person’s interest or position;
(b)	aid the persons charged with making the decision by disclosing any material facts within such person’s knowledge that bear on the advisability of such transaction from the standpoint of the Association; and
(c)	not be entitled to vote on the decision to enter into such transaction.

Section 2 Loans to Directors and Officers Prohibited.
No loans shall be made by the Association to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until it is repaid.

Section 3 No Private Inurement.
The Association is not organized for profit and is to be operated exclusively for the promotion of social welfare in accordance with the purposes stated in the Association’s articles of incorporation. The net earnings of the Association shall be devoted exclusively to charitable and educational purposes and shall not inure to the benefit of any private individual. No director or person from whom the Association may receive any property or funds shall receive or shall be entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to, or distributed to, or inure to the benefit of any member of the board of directors; provided, however, that:

(i)	Discussion of the matter, with the interested officer or director, shall be held by the board with such person present to provide information and answer any questions.
(ii)	The interested office or director shall withdraw from the meeting.
(iii)	Discussion of the matter outside of the presence of the interested officer or director shall be held by the Board.
(iv)	The remaining members of the Board shall vote. Such voting shall be by written ballot. Such ballots shall not reflect the name or identity of the person voting.

(a)	reasonable compensation may be paid to any director while acting as an agent, contractor, or employee of the Association for services rendered in effecting one or more of the purposes of the Association;
(b)	any director may, from time to time, be reimbursed for such director’s actual and reasonable expenses incurred in connection with the administration of the affairs of the Association; and
(c)	the Association may, by resolution of the board of directors, make distributions to persons from whom the Association has received contributions previously made to support its activities to the extent such distributions represent no more than a return of all or a part of the contributor’s contributions.

These ByIaws may be amended at any annual meeting of the Association provided that a notice stating the purpose of each proposed amendment and the reason therefore, and a copy of the proposed amendment is sent to every member in good standing not less than thirty (30) days prior to the date of the meeting at which the proposed amendment is to be voted upon. It shall require a two-thirds vote of a quorum of the membership present at the meeting to amend a Bylaw.