BYLAWS OF THE RADIOLOGY BUSINESS MANAGEMENT ASSOCIATION

ARTICLE I
Name and Purposes

Section 1.                  Name
The name of this corporation shall be the RADIOLOGY BUSINESS MANAGEMENT ASSOCIATION (hereinafter the "Association"), an Illinois not-for-profit corporation.

Section 2.                  Purposes
The purposes of the Association shall be to:

1. provide information and education to the membership regarding radiology business management in order to allow them to better serve patients and the medical profession;
2.  provide information and education to the membership for the purposes of assisting members in their professional development and to increase the recognition and credibility of the profession of radiology business management;
3. otherwise keep the membership informed on matters of interest relating to their professional activities; and
4. perform any and all such other acts that are necessary, convenient and proper to the attainment of these purposes.

ARTICLE II
Offices

The Association shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with that registered office, and may have such other offices in or out of the State of Illinois as the Board of Directors may from time to time determine.

ARTICLE III
Members

Section 1.                  Membership
Membership may be granted to any individual who:  (i) meets the criteria set forth below for each category of membership in the Association; (ii) shares interest in and supports the purposes of the Association; (iii) abides by these Bylaws, the principles of ethics of the Association and such other policies, rules and regulations as the Association may adopt; and (iv) meets such additional criteria for each category of membership in the Association as the Board of Directors may from time to time establish. Membership in any of the following categories is non-transferable and non-assignable:

1. Active Members.  Active membership may be granted to any individual whose primary business involves radiology. 
2. Corporate Members.  Corporate membership may be granted to any business entity that provides or sells products or services to Active Members and whose interests are allied with the Association’s.  Corporate Members must designate an individual within their organization to serve as the official representative of the Corporate Member for purposes of Association matters.
3. Honorary Members.  Honorary membership may be granted to any individual who meets the criteria established by the Board of Directors.
4. Emeritus Members.  Emeritus membership may be granted by the Board of Directors to individuals who have been members of the Association for at least ten (10) consecutive years and who have retired and would not otherwise be eligible for continuing membership in the Association because of such retirement.
   

Section 2.                  Application and Election
The Board of Directors shall adopt an application form and procedures to facilitate the consideration of applicants for membership in the Association.  All applicants shall complete the application form and submit the application, along with the designated fee, to the administrative office of the Association.  The Board of Directors, or its designee, shall review the application of all applicants and determine, based on the criteria set forth in these Bylaws and such other guidelines as the Board of Directors may prescribe, whether individual applicants meet the qualifications necessary for membership in the Association.

Section 3.                  Rights and Duties
Members in all membership categories shall be eligible to serve on committees and to attend member meetings and social functions of the Association, but only Active Members (sometimes referred to herein as Voting Members) may make motions, vote, hold office, serve as committee chairpersons and attend “open” sessions of the meetings of the Board of Directors.  Each voting member shall have one (1) vote on matters submitted to a vote of the membership.

Section 4.                  Ineligibility
In the event that a member is no longer eligible for membership, such individual shall nevertheless be allowed to continue until the end of the Association's fiscal year as a member in good standing.  Thereafter, such individual shall be denied membership unless such individual demonstrates eligibility for membership.  It shall be the duty of each member to notify the Association of any change in the member's eligibility.

Section 5.                  Resignation
Members may resign from the Association at any time by giving written notice to the Secretary, provided, however, such resignation shall not relieve the resigning member of the obligation to pay any dues or other charges previously incurred that remain unpaid.  Any application for reinstatement of membership in the Association by a former member shall be denied until such time as said member has paid any and all outstanding charges in full.

Section 6.                  Ethics and Discipline

1. Grounds for Discipline.  A member may be disciplined for any of the following reasons:
   1. failure to comply with these Bylaws, the principles of ethics of the Association, or any other policies, rules or regulations of the Association;
   2. unauthorized use of the Association's name, logo, or other symbols on stationery,  publications, symposia advertisements, printed material or in any other manner; and
   3. unethical or unprofessional conduct considered prejudicial to the best interests of, or inconsistent with the purposes of, the Association.
2. Procedures.  Discipline, which shall include, but not be limited to, censure, suspension, and expulsion, shall be by a two-thirds majority of the Board of Directors, provided that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken.  This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Board of Directors.

Section 7.                  Automatic Termination
The membership of any member who is in default of payment of dues or assessments for more than 60 days, or otherwise becomes ineligible for membership, shall be terminated automatically, unless such termination is delayed by the Board of Directors.

ARTICLE IV
Membership Meetings

Section 1.                  Annual Meeting
An annual meeting of the Voting Members of the Association for conducting such business as may come before the membership shall be held at such time and place as shall be determined by the Board of Directors.

Section 2.                Special Meetings
Special meetings of the Voting Members of the Association may be called at the request of the President or a majority of the members of the Board of Directors, or at the written request of ten percent (10%) of the Voting Members of the Association.  The time and place for holding special meetings shall be determined by the Board of Directors.

Section 3.                  Notice
Notice of any annual or special meeting of the members shall state the time, date, place and purpose of the meeting, and shall be delivered not more than sixty (60) and not less than five (5) days prior to the date of such meeting, unless otherwise required by applicable law.

Section 4.                  Quorum
Ten percent (10%) of the Voting Members of the Association shall constitute a quorum for the transaction of business at any duly called meeting of the members, provided that if less than a quorum is present, a majority of the Voting Members present may adjourn the meeting to another time without further notice.

Section 5.                  Manner of Acting
The act of a majority of the Voting Members present at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 6.                  Mail Vote
Voting by mail, electronic mail, facsimile, or by any other means of electronic communication (collectively, a “mail vote”) shall be permitted in lieu of a vote at a duly called meeting for any item of business, including the election of Directors.  A mail vote may be called by the Board of Directors or upon written request to the Secretary of at least two-thirds (2/3) of the Voting Members.  For the election of Directors, the act of a majority of ten percent (10%) or more Voting Members returning ballots by a date certain shall be an act of the members.  For matters other than the election of Directors, the act of a majority or more Voting Members returning ballots by a date certain shall be an act of the members, unless the action of a greater number is required by law, the Articles of Incorporation or these Bylaws.

ARTICLE V
Dues and Assessments

The initial and annual dues for all members of the Association, and the time for paying such dues and other assessments, if any, shall be determined from time to time by the Board of Directors.  Under special circumstances, the Board of Directors may waive the annual dues and/or assessments for any member.

ARTICLE VI
Board of Directors

Section 1.                  Authority and Responsibility
The affairs of the Association shall be managed by the Board of Directors, which shall have supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of these Bylaws, shall actively promote its purposes and shall have discretion in the disbursement of its funds.  The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2.                  Composition
The Board of Directors shall be composed of no less than fifteen (15) and no more than nineteen (19) members, the exact number to be fixed by the Board of Directors from time to time, as follows: the President, the Immediate Past President, one person nominated by the American College of Radiology (“ACR Director”), two (2) members elected from each of the four geographic Regions (as defined in Article IX) (the “Regional Directors”), and a minimum of four (4) members elected from amongst the Voting Members at large (“Directors-at-Large”).  In addition, the Chief Staff Officer shall be an ex officio, non-voting member of the Board of Directors.

Section 3.                  Qualifications, Term and Election

1. Qualification.  Only an individual who is an Active Member of the Association is eligible to serve as a Regional Director or Director-at-Large.  The American College of Radiology shall nominate one or more practicing radiologists for election to the Board, and such nominees need not be members of the Association.
2. Term. 
   1. The Regional Directors and the Directors-at-Large shall be elected to the Board by the Voting Members for a two (2) year term.
   2. The Immediate Past President and the President shall be appointed to the Board by the Board of Directors for a one (1) year term.
   3. The ACR Director shall be appointed to the Board by the Board of Directors from among the individuals nominated by the American College of Radiology for a one (1) year term.
3. Election.
   1.  One (1) Director from each Region shall be elected to the Board by the Voting Members in odd-numbered years.
   2. One (1) Director from each Region shall be elected to the Board by the Voting Members in even-numbered years.
   3. Not less than two (2) nor more than four (4) Directors-at-Large shall be elected to the Board by the Voting Members in odd-numbered years.
   4. Not less than two (2) nor more than four (4) Directors-at-Large shall be elected to the Board by the Voting Members in even-numbered years.
   5. The ACR Director, President, and Immediate Past President shall be appointed to the Board by the Board of Directors every year.
4. The Directors shall take office immediately upon the conclusion of the annual business meeting at which their election or appointment is announced and shall continue in office until the conclusion of the annual meeting following the expiration of their term or until their successors are duly elected and qualified.

Section 4.                  Regular Meetings
The Board of Directors may provide by resolution the time, date and place for the holding of a regular annual meeting of the Board of Directors and additional regular meetings of the Board of Directors without other notice than such resolution.

Section 5.                  Special Meetings
Special meetings of the Board of Directors may be called by, or at the request of, the President or upon a written request to the Secretary of three (3) members of the Board of Directors.  Notice of any special meeting of the Board of Directors shall state the time, date, and place of the meeting and shall be delivered at least five (5) days prior to the date of such meeting; provided, however, that notice of any special meeting held by telephone conference call may be delivered at least twenty-four (24) hours prior to the call.  Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called and convened.

Section 6.                  Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors; provided, that, if less than a quorum is present at said meeting, a majority of the Directors present may adjourn the meeting without further notice.

Section 7.                  Manner of Acting
The act of a majority of Directors present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 8.                  Resignation and Removal
Any Director may resign at any time by giving written notice to the Secretary.  In addition, any Director may be removed by a two-thirds (2/3) vote of the persons entitled to elect such Director, whenever, in their judgment, the best interests of the Association would be served by such removal.

Section 9.                  Vacancies
In the event of the death, resignation, removal or incapacity of a Director, the Board of Directors may appoint a Director to fill the remainder of the vacant term, from among those persons submitted by the Nominating Committee or other qualified persons at its discretion.

Section 10.                Action by Written Consent
Any action requiring a vote of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Directors entitled to vote with respect to the subject matter thereof.

Section 11.                Meeting by Conference Call
Any action to be taken at a meeting of the Board of Directors may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other.  Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating.

ARTICLE VII
Officers

Section 1.                  Officers
The Officers of the Association shall be a President, President-Elect, Secretary, Treasurer, Parliamentarian and such other Officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other Officers as it shall deem desirable, who shall have the authority to perform such duties as may be prescribed from time to time by the Board of Directors. No two offices may be held simultaneously by the same person. All Officers must be members of the Board of Directors and Active Members.

Section 2.                  Election and Term of Office
The Officers, with the exception of the President whose position shall automatically be filled by the President Elect upon expiration of the President’s term, shall be elected annually by the Board of Directors, from among the members of the Board of Directors, following the annual membership meeting.  Newly elected Officers shall assume office immediately upon election by the Board of Directors and shall continue in office until the conclusion of the next annual membership meeting at which their Board of Directors term expires or until their successors are duly elected and qualified.  New Offices may be created and filled at any meeting of the Board of Directors.  Announcement of newly elected Officers will be made to the membership as determined by the Board of Directors.

Section 3.                  Removal
Any Officer elected or appointed by the Board of Directors may be removed by a two-thirds (2/3) vote of the entire Board of Directors whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer who is removed.

Section 4.                  Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the remainder of the term subject to the following provisions of this section.  If the incumbent President-Elect assumes the Presidency due to a vacancy in the office of President for a period equal to or greater then one hundred and eighty (180) days, then said service shall be considered a full term of office as President.  If the remainder of the term assumed shall be less then one hundred eighty (180) days, then the term of the new President shall be the remainder of the term assumed plus the full one-year term for which the incumbent President-Elect would have served succeeding the President. A new President-Elect will be selected by the Board of Directors to fill the vacated office, and will assume the Presidency upon the expiration of the term of the new President.

Section 5.                  President
The President shall be the principal executive Officer of the Association.  The President shall, in general, supervise and direct all of the business affairs of the Association, subject to the direction and control of the Board of Directors.  The President shall preside at all meetings of the Board of Directors.  The President may sign, with the Secretary or any other proper Officer of the Board of Directors authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments, which the Board of Directors has authorized to be executed, except documents the execution of which shall expressly be delegated by law, the Articles of Incorporation, these Bylaws, or the Board of Directors to some other Officer or agent of the Board of Directors.  The President shall appoint the chairperson of all committees, subject to the approval of the Board of Directors, except as otherwise provided by these Bylaws.  The President shall be an ex officio member of all committees, except the Nominating Committee or as otherwise provided by these Bylaws.  The President shall, in general, perform all duties customarily incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.

Section 6.                  President-Elect
The President-Elect shall perform such duties as may be assigned from time to time by the President or the Board of Directors. The President-Elect shall assume the duties of the President in the absence of the President, and shall succeed to the office of President automatically at the completion of the President’s term, or immediately in the event of the death, resignation, removal, or incapacity of the President.

Section 7.                  Secretary
The Secretary shall keep minutes of the meetings of the Board of Directors and the membership in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation and these Bylaws; shall be custodian of the corporate records; shall keep a record of the mailing address of each member of the Association; and, in general, shall perform all duties customarily incident to the office of secretary and such other duties as may be assigned from time to time by the President or the Board of Directors.  The duties of the Secretary may be assigned by the Board of Directors in whole or in part to the Chief Staff Officer.

Section 8.                  Treasurer
The Treasurer shall be the principal accounting and Financial Officer of the Association and shall have charge of and be responsible for the maintenance of adequate books of account for the Association; shall have charge and custody of all funds and securities of the Association, and be responsible therefore, and for the receipt and disbursement thereof; shall deposit all funds and securities of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article XII of these Bylaws; shall have an annual audit of the Association's books conducted by a certified public accounting firm; and, in general, shall perform all of the duties customarily incident to the office of treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.  The duties of the Treasurer may be assigned by the Board of Directors in whole or in part to the Chief Staff Officer.

Section 9.                  Parliamentarian
The Parliamentarian shall assist the President and the Board of Directors in maintaining order in all meetings; shall advise the President and the Board of Directors on issues of required or recommended procedures for meetings, approvals, and other matters relating to the application of the provisions of these Bylaws; and shall perform such other duties as may be assigned from time to time by the President or the Board of Directors.

ARTICLE VIII
Chief Staff Officer

The administrative and day-to-day operation of the Association shall be the responsibility of a salaried staff head or firm employed or appointed by, and responsible to, the Board of Directors. The salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall be referred to in these Bylaws as the “Chief Staff Officer” and shall have such title as the Board shall determine from time to time. The Chief Staff Officer shall have the authority to execute contracts on behalf of the Association and as approved by the Board of Directors. The Chief Staff Officer may carry out such other duties as may be specified by the Board of Directors. The salaried staff head or firm shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Association. The Chief Staff Officer shall be an ex officio, non-voting member of the Board of Directors and Standing Committees except as otherwise provided by the Bylaws.

ARTICLE IX
Regions

Section 1.                  Regions
The geographic membership of the Association shall be classified by groupings of states (the “Regions”), the number and boundaries of which shall be determined from time to time by the Board of Directors.  Until amended by the Board of Directors, there shall be four (4) Regions whose boundaries are defined as follows:

1. Western – Alaska, Arizona, California, Canada, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming.
2. Midwestern – Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin.
3. Eastern – Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia.
4. Southern – Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina, Tennessee, Texas.

Section 2.                  Chapters
The Board of Directors may authorize the establishment of regional, state or local chapters which shall (i) be organized and operated in accordance with the rules and policies adopted by the Board of Directors of the Association; (ii) fulfill criteria for chapter affiliation established from time to time by the Board of Directors, and (iii) have entered into an agreement of chapter affiliation with the Association.  All members of any chapters who would qualify as Voting Members of RBMA must be current members of the RBMA.

ARTICLE X
Committees

Section 1.                  Standing Committees

1. Executive Committee.  The Executive Committee shall consist of the President, President-Elect, Secretary, Treasurer, Parliamentarian, and Immediate Past President of the Association. The Executive Committee shall have the authority to carry out the business and functions of the Association between meetings of the Board, reporting to the Board any action taken; but the delegation of authority to the Executive Committee shall not operate to relieve the Board of Directors or any individual Officer or Director of any responsibility imposed by law. The Chief Staff Officer shall serve as an ex officio, non-voting member of the Executive Committee.
2. Nominating Committee.        
   1. Composition.  The Nominating Committee shall consist of not less than six (6) nor more than nine (9) members.
   2. Appointment and Term.  The Board of Directors annually shall appoint the Chair and members of the Nominating Committee.  Each Nominating Committee member shall serve a one-year term.  Nominating Committee members may serve a second consecutive term.
   3. Duties.  The Nominating Committee shall solicit nominations for the Directors-at-Large and Regional Directors and shall submit to the Board of Directors and, upon approval of the Board of Directors, to the membership a list of qualified candidates to succeed those Directors whose terms shall expire at the conclusion of the next annual meeting.  Included among the qualified candidates must be individuals identified by the Committee as willing and able to serve in an officer capacity if called upon to do so by the Board of Directors.  Annually, at a meeting of the Board of Directors held prior to the annual membership meeting, the Nominating Committee will submit a slate of candidates for all officer positions whose terms will expire to the Board of Directors for its consideration.
3. Other Standing Committees.  Each committee designated as a standing committee in this section shall have its members, including the Chairperson, appointed by the President, with the approval of the Board of Directors. All members shall serve three-year terms.  No Chairperson may serve more than three consecutive years as Chair nor more than six consecutive years on the same standing committee.  All other members of the standing committees designated in this section shall serve in a staggered fashion so that one third of the members’ terms shall expire each year.  The following committees are designated as standing committees under this section:

               (1) Communications Committee:  The Communications Committee shall oversee all forms of communication with the membership.  Also serves as primary contact for communication and cooperation with RBMA’s external business partners and allied service organizations.

               (2) Finance Committee:  The Finance Committee shall oversee the financial and operational matters having to do with finances and appropriate expenses of the RBMA in consultation with the Board of Directors.

               (3) Membership Committee:  The Membership Committee shall expand the RBMA member base, and facilitate the renewal of current memberships, and review and recommend member programs and services.

               (4) Data Collection and Reporting Committee:  The Data Collection and Reporting Committee shall develop an information database relevant to the radiology business management profession using surveys of the membership as well as alternative collection methods.  The focus will be to provide information for utilization, outcome measurement, productivity, and financial management of radiology practices and imaging centers.

               (5) Programs Committee:  The Programs Committee shall determine the content for the two annual conferences and e-seminars as well as oversee the work of the specialty seminars subcommittees in accordance with the needs of the membership.

               (6) Educational Materials and Products and Committee:  The Educational Materials and Products Committee shall provide the membership with educational material in the form of print, web, audio-visual and other non-programmatic media.
   
   Other committees not having the authority of the Board of Directors may be established by resolution of the Board of Directors to carry out the purposes of the Association.  The resolution establishing such a committee shall set forth the committee's purpose and composition.

Section 2.                  Ad Hoc Committees
The President may appoint such ad hoc committees as are necessary or appropriate to carry out the purposes of the Association.  An ad hoc committee created by the President shall terminate with the expiration of the President's term of office.  Ad hoc committees may be established for longer periods with the approval of the Board of Directors.

Section 3.                  Appointment
Unless otherwise provided by these Bylaws or the resolution establishing the committee, the President, with the approval of the Board of Directors, shall appoint the chair and members of each committee. Only Active Members shall be eligible to serve as a committee chairperson.  Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Association would be served thereby.

Section 4.                  Vacancies
Except as otherwise provided herein, vacancies in the membership of a committee shall be filled by appointments made in the same manner as the original appointments to that committee.

Section 5.                  Quorum and Manner of Acting
Unless otherwise provided in the resolution establishing a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present and voting at a duly called meeting at which a quorum is present shall be the act of the committee.

Section 6.                  Policies and Procedures
The Board of Directors shall develop and approve general policies and procedures for the operation of all committees.  All committees shall report to the Board of Directors, and Committee Chairs must submit budget requests to the Board of Directors and receive approval prior to committing expenditures.

ARTICLE XI
Finance

Section 1.                  Contracts
The Board of Directors may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2.                 Payment of Indebtedness
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President.

Section 3.                  Deposits
All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4.                  Bonding
The Board of Directors shall provide for the bonding of such Officers and employees of the Association as it may from time to time determine.

Section 5.                  Gifts
The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.

Section 6.                  Books and Records
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board of Directors, and any committees having the authority of the Board of Directors.  The books and accounts of the Association shall be audited or reviewed annually by accountants selected by the Board of Directors.

Section 7.                  Fiscal Year
The fiscal year of the Association shall be determined from time to time by the Board of Directors.

ARTICLE XII
Waiver of Notice

Whenever any notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII
Indemnification of Directors and Officers

The Association shall indemnify all Officers, Directors, and committee members of the Association to the full extent permitted by the Illinois General Not For Profit Corporation Act and shall be entitled to purchase insurance for such indemnification of Officers and Directors to the full extent as determined from time to time by the Board of Directors.

ARTICLE XIV
Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of two-thirds (2/3) of the entire Board of Directors, provided, however, any proposed amendments to these Bylaws must be submitted to all of the members of the Board of Directors for consideration not less than fifteen (15) days prior to the meeting of the Board of Directors at which said amendments are to be considered unless the Board has unanimously voted to waive such requirement.

Approved amendments shall be posted on the RBMA Web site within thirty (30) days of approval, along with a complete revised edition of the new Bylaws. The Bylaws Committee shall be charged with the responsibility for verifying the accuracy and completeness of the Bylaws as published on the Web site.

ARTICLE XV
Dissolution

In the event of the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the remaining assets of the Association (except any assets held by the Association upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of the Association in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding provisions of any future United States Internal Revenue statute, as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes in such manner, or to such organization or organizations, which are organized and operated exclusively for such purposes, as said court shall determine.

ARTICLE XVI
Use of Electronic Communication

Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.

Approved:  May 5, 2007