ARTICLES OF AMENDMENT
SOCIETY OF DIAGNOSTIC MEDICAL SONOGRAPHY
(a nonprofit corporation)
The Board of Directors of the Society of Diagnostic Medical Sonography, a Washington nonprofit corporation with the Unified Business Identifier number 601871291 (the “Corporation”), has adopted these Articles of Amendment (“Articles”) at a meeting of the Board of Directors on September 27, 2016, at which all Directors and Officers in office were present and voted unanimously to adopt these Articles of Amendment.
Pursuant to RCW Section 24.03.175 of the Revised Code of Washington (“RCW”), the following Articles amend and replace in their entirety the Articles of Incorporation, filed March 15, 1972 and subsequently amended, as follows:
The name of the corporation is “Society of Diagnostic Medical Sonography” (hereinafter referred to as the “Corporation”) and was formed under the Washington Nonprofit Corporation Act (Chapter 24.03 of the Revised Code of Washington) (the “Act”).
The Corporation was established on March 15, 1972 and has perpetual existence.
PURPOSES AND POWERS
3.1 Purposes. The Corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future federal tax law (the “Code”), including but not limited to:
(a) Advocating for its members and the delivery of quality patient care;
(b) Reviewing, establishing, and advocating for policies regarding the professional status and welfare of its members;
(c) Collecting and disseminating information pertinent to the profession;
(d) Seeking the cooperation of similar organizations;
(e) Providing medical and professional education pertinent to the profession;
(f) Stimulating and encouraging research;
(g) Encouraging presentation and publication of scientific papers; and
(h) Publishing a scientific journal and a website.
3.2 Powers. In general, and subject to such limitations and conditions as are or may be prescribed by the Act, or in the Corporation’s Articles of Incorporation or Bylaws, the Corporation shall have all powers that now or hereafter are conferred by RCW 24.03.035 upon a corporation organized for the purposes set forth above, or are necessary or incidental to the powers so conferred, or are conducive to the attainment of the Corporation’s purposes.
4.1 Permitted Activities. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(a) and described in Section 501(c)(6) of the Code or the corresponding provision of any future federal tax law.
4.2 Legislative and Political Activity. The Corporation may attempt to influence federal, state, or local legislation and regulation, if related to the Corporation’s purpose. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
4.3 No Inurement to Private Persons. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, or any Director, Officer, or other private person, except that the Corporation is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
4.4 Other Limitations. The Corporation shall be subject to other limitations pursuant to RCW 24.03.030.
5.1 Members. The Corporation shall have members, which shall be diagnostic medical sonographers, diagnostic medical sonography students, and other interested parties in the global medical community (the “Members”).
5.2 Classes of Membership. There shall be two classes of members:
(a) Voting; and
5.3 Voting Members. Except as otherwise provided in the Corporation’s Articles or Bylaws, voting Members shall have the right to vote on the:
(a) Election of Directors, including Officers;
(b) Election of Members to Board Committees, as designated by the Corporation’s Bylaws or the resolutions or policies of the Board; and
(c) Any other matter submitted to the voting Members by Board resolution, including but not limited to a resolution for the dissolution and winding up of the Corporation. To be enacted, matters submitted to the voting Members by Board resolution shall require a two-thirds (2/3) majority of the Corporation’s Members who cast a vote on the matter.
5.4. Non-Voting Members. Non-voting Members shall not have the right to vote.
5.5 Membership Categories. Within each class authorized above, the Board of Directors (“Board”) may establish, modify, or eliminate membership categories. The rights, powers, and privileges of the Members of each class and category and the manner of their exercise shall be as set forth in the Corporation’s Bylaws or the resolutions or policies of the Board.
The management of the Corporation shall be vested in a Board of Directors. The number of Directors, Officers, powers and duties, qualifications, terms of office, manner of election or appointment, criteria for removal, and time and place of meetings of the Board shall be prescribed in the Corporation’s Bylaws or the resolutions or policies of the Board. The number of Directors constituting the Board of the Corporation shall be no less than seven (7) and no more than eleven (11) Directors, excluding non-voting, ex-officio Directors.
DIRECTOR LIABILITY LIMITATIONS
7.1 Immunity from Liability. A Director of the Corporation shall have such immunity from liability as is granted under federal and Washington state law, including without limitation, if applicable, the Federal Volunteer Protection Act and RCW 4.24.264.
7.2 Liability to the Corporation. No Director of the Corporation shall be personally liable to the Corporation or its members, if any, for monetary damages for conduct as a Director, except for:
(a) Acts or omissions involving intentional misconduct or a knowing violation of law by the Director;
(b) A Director’s vote or assent to a distribution which is unlawful or violates the requirements of these Articles; or
(c) Any transaction from which the Director will personally receive a benefit in money, property or services to which the Director is not legally entitled.
If the Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director shall be deemed eliminated or limited to the full extent permitted by the Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a Director of the Corporation with respect to an act or omission of such Director occurring prior to such repeal or modification. Notwithstanding any contrary term herein, the liability of a Director of the Corporation shall be eliminated or limited to the full extent permitted by the Act, as so amended, without any requirement of further action by the Corporation.
INDEMNIFICATION OF DIRECTORS
8.1 Authorized Indemnification and Advancement of Expenses. As authorized by RCW 23B.17.030 and RCW 23B.08.560, the Corporation shall, without regard to the limitations in RCW 23B.08.510 through 23B.08.550:
(a) Indemnify its Directors to the full extent permitted by the Act now or hereafter in force; and
(b) Advance reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding.
However, such indemnity and advancement of expenses shall not apply to:
(i) Acts or omissions of the Director finally adjudged to be intentional misconduct or a knowing violation of law;
(ii) Conduct of the Director finally adjudged to be in violation of RCW 23B.08.310, as applicable to corporations formed under the Act; and
(iii) Any transaction with respect to which it was finally adjudged that the Director personally received a benefit in money, property, or services to which the Director was not legally entitled.
Notwithstanding the foregoing, no indemnification shall be provided under this Article if payment of any such amount would result in an excess benefit transaction such that the Director would be subject to the imposition of tax and any applicable correction procedures, including repayment of such amounts, under Section 4958 of the Code or the corresponding provision of any future federal tax law.
8.2 Procedure. The Board may take such action as is necessary to carry out these indemnification and expense advancement provisions. The Board is expressly empowered to adopt, approve, and amend from time to time such Bylaws, resolutions, policies, contracts, or further indemnification and expense advancement arrangements as may be permitted by law to implement these provisions. Such Bylaws, resolutions, policies, contracts, or further arrangements shall include, but not be limited to, establishing the procedures and implementing the manner in which determinations of any indemnity or advancement of expenses shall be made.
8.3 Amendment. No amendment or repeal of this Article shall apply to or have any effect on any right to indemnification or advancement of expenses provided with respect to acts or omissions occurring prior to such amendment or repeal.
8.4 Severability. If any provision or application of this Article shall be invalid or unenforceable, the remainder of this Article and its remaining applications shall not be affected thereby, and shall continue in full force and effect.
The authority to make, alter, amend, or repeal Bylaws is vested in the Board. The Bylaws of the Corporation may be adopted by the Board at any regular meeting or any special meeting called for that purpose, so long as they are not inconsistent with the provisions of these Articles or the Act.
ADDRESS OF REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation is 505 Union Ave. SE, Suite 120, Olympia, Washington 98501-1474. The name of the registered agent of the Corporation at the address is CT Corporation System.
No Member (other than a Member that is an organization described in section 501(c)(3) or 501(c)(6) of the Code), Director, Officer, or other private person shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation or the winding up of its affairs. Upon the dissolution or winding up of the Corporation, the assets of the Corporation remaining after payment of, or provision for payment of, all debts and liabilities of the Corporation shall be distributed to another organization or organizations described in Sections 501(c)(3) or 501(c)(6) of the Code or to a government unit within the meaning of Sections 170(b)(1)(A)(v) and 170(c)(1) of the Code, or the corresponding provision of any future United States Internal Revenue law, and used to accomplish purposes similar to those for which the Corporation is organized, as determined by the Board. If the Board fails to distribute the assets of the Corporation for any reasons, any such assets not disposed of shall be disposed of by the Superior Court of King County, Washington, exclusively for Code Sections 501(c)(3) or 501(c)(6) purposes.
These Articles may be amended by an affirmative vote of two-thirds (2/3) of the Directors in office as set forth in Section 24.03.165 of the Act (or the applicable provision of any future version thereof) and the Corporation’s Bylaws.
DATE APPROVED: September 27, 2016
DATE EFFECTIVE: January 1, 2017.