SECTION 1. The Cell Transplant and Regenerative Medicine Society, Inc. (the “Society”) shall be a non-profit, international, collegial association of professionals dedicated to advancing the fields of cell and tissue transplantation, organ restoration and regenerative medicine. Guided by the principle of Pro Humanitate, the Society operates in accordance with its Code of Conduct and applicable policies, including standards of integrity and professional behavior.

The mission of the Society is to foster scientific excellence, collaboration, innovation and education in those fields of health sciences at the intersection between transplantation and regenerative medicine, with the goal of improving human health and advancing therapeutic options for patients worldwide.

The Society’s registered office is at the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in New Castle County, 19801, USA. The principal office of the Society is located at The Transplantation Society ¬International Headquarters, 740 Notre-Dame West, Suite 1245, Montreal, Quebec H3C 3X6, Canada. Its principal office shall be the custodian of all contracts, assignments and other legal documents and records of the Society, and shall report to the Council or to a committee or committees of the Society, as the Council may require. The powers of the Members (as defined below) and all matters concerning the conduct and regulation of the affairs of the Society shall be subject to these bylaws.

SECTION 2. The Council may adopt and modify the Society’s seal and/or logo in such form as it deems appropriate.

SECTION 1. The Society shall promote and encourage education and research in cell and tissue transplantation, organ restoration and regenerative medicine.

SECTION 2. The Society shall collaborate with existing public and private organizations to promote and encourage education and research in cell and tissue transplantation, organ restoration and regenerative medicine, and may participate in the coordination and development of research and clinical programs.

SECTION 3. The Society will receive, use, hold and apply funds, gifts, bequests and endowments, or the proceeds thereof, to any of the purposes described herein.

SECTION 4. Upon dissolution of the Society, the Council shall, after paying or making provision for the payment of all liabilities of the Society, dispose of the remaining assets exclusively for the purposes of the Society in a manner consistent with applicable law, including by distribution to one or more organizations organized and operated for charitable, educational, or scientific purposes.

SECTION 1. The business and property of the Society shall be conducted and managed by a Board of Directors that shall be designated the Council of the Society (the “Council”).

SECTION 2. The Council shall consist of a minimum of 14 and maximum of 20 persons of whom 5 shall be Officers comprised of a President, President-Elect, Immediate Past-President, Secretary and Treasurer, and up to a maximum of 15 Councilors. The Society shall continually strive to achieve diverse geographical and area of expertise, and gender diversity in the Council membership, such that the composition of the Council reflects the Society’s international and multidisciplinary scope. As such, each region, namely the Americas, Europe/Africa/Middle East and Asia/Oceania, shall be represented by at least one Councilor. Each Officer and Councilor shall be a Full Member of the Society in good standing at the time of his/her nomination, election and for their entire term in office. The President-Elect, Secretary and Treasurer shall be elected by the Membership from among those Councilors who have served at least one full Councilor term. The Councilors shall be elected by a vote of the membership in the manner provided in these bylaws.

SECTION 3. The President, President-Elect, and Immediate Past President shall serve for 2 years in each position and until their successors are installed in office, which shall occur as the last item of business at the Business Meeting of the Members at which the results of the election ballots for their successors are announced. They may not serve consecutive terms. The Immediate Past President shall rotate out at the conclusion of their term and shall not be eligible to run for the positions of Treasurer or Secretary. This restriction reflects the Society’s view of the presidency as the culmination of one’s Council service and ensures a balanced distribution of leadership opportunities within the organization. The Secretary and Treasurer shall typically serve for a 4-year term. However, after 2 years, the Secretary or Treasurer may ascend to President-Elect. Councilors shall serve for at least 4 years and then may ascend directly to President-Elect. Councilors shall not serve as Councilor for more than 4 years. Councilors and Officers in their current role shall serve until the end of the Business Meeting of the Members at which the results of the election ballots for their successors are announced. Renewal after a 4-year term as Councilor, Treasurer or Secretary is not permitted. If a Councilor runs for Secretary, Treasurer or President-Elect and is not elected, they will thereafter rotate off Council. If a Treasurer or Secretary runs for President-Elect after 2 years in office and fails to be elected, they must rotate off Council. Persons in the Treasurer position may not transition to Secretary after 4 years, or vice versa. To encourage leadership rotation and provide opportunities for new voices, service as Councilor, Treasurer, or Secretary is limited to a single 4-year term. Councilors who choose to run for Secretary, Treasurer or President-Elect and are not elected will complete their service on Council at the end of their term. Similarly, a Treasurer or Secretary who runs for President-Elect after 2 years in their role and is not elected will rotate off Council. Individuals serving as Treasurer or Secretary are not eligible to move directly into the other role after completing four years of service.

SECTION 4. A vacancy on the Council may be filled by soliciting nominations from the membership and approved by a majority vote of Council. In case no nominee is identified, the vacancy may remain unfilled until the next election cycle. If a vacancy occurs in the office of Secretary, Treasurer, or President-Elect, the Council may appoint an interim officer, approved by a majority vote of Council. Service in an interim capacity, including a partial term, shall not disqualify that individual from standing for election to a subsequent full term.

SECTION 5. The President shall be chief executive officer of the Society. Subject to the directions of the Council, he/she shall have and exercise direct charge of and general supervision over the Society and such other duties as from time to time may be assigned to him/her by the Council.

SECTION 6. The President-Elect shall succeed to the office of President upon completion of the President’s term or upon any earlier vacancy in the office of President.

SECTION 7. The Secretary shall keep the minutes of all meetings of the Council and of the membership of the Society and shall serve, as explained above, for up to 4 years; and shall see that all notices are duly given according to the provisions of these bylaws; and shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records. The Secretary shall oversee votes on all matters presented to the membership including Council and Officer elections. He/she shall render to the President and to the Council, whenever requested, an account of the membership of the Society, and shall, at any time, report to the Council and membership.

SECTION 8. The Treasurer shall keep and maintain the financial records of the Society; the Treasurer shall serve, as explained above, for up to 4 years and have charge of and be responsible for all funds of the Society. He/she shall render to the President and to the Council, whenever requested, an account of the financial condition of the Society, and shall, at any time, report to the Council and Membership.

SECTION 9. The President-Elect shall assist the President in the performance of their duties and shall prepare to assume the office of President at the completion of the President’s term. The duties of the President-Elect shall include: 1) Supporting the President in advancing the mission, goals, and strategic priorities of the Society, 2) Serving as a voting member of the Council/Board and participating in governance, planning, and decision-making, 3) Becoming familiar with the responsibilities of the presidency and assisting with leadership continuity and succession planning, 4) Undertaking duties and special assignments as delegated by the President or the Council/Board, 5) Representing the Society at meetings, events, or official functions when requested by the President, 6) Assuming the duties of the President in the event of the President’s absence, incapacity, resignation, or inability to serve, as provided in these bylaws, 7) Serving on the Scientific Program and Planning Committee of the biennial scientific meeting. At the conclusion of the President-Elect’s term, the President-Elect shall automatically succeed to the office of President, provided they remain eligible and in good standing with the Society.

SECTION 10. Council members and Officers shall participate in forming the strategic direction, oversee scientific affairs, and serve as a deliberative body representing the Society’s membership. Each Council member shall serve a term of 4 years, after which they will rotate out unless they express interest in pursuing an executive leadership role within the Society. Each Council member shall be committed to the growth of the Society and strive to identify and encourage new members. Council members shall serve without compensation and shall be elected as outlined in these bylaws. No serving member of the Council, regardless of role or position, may serve for more than 14 years in total. This policy ensures leadership renewal, promotes diverse perspectives, and maintains the dynamic evolution of the Society’s strategic direction. The length of service as a Council member is independent of service on Committees.  

SECTION 11. The Council shall meet at least twice annually, and otherwise as required for the conduct of Society business. Regular and special meetings may be called by the President or any three Council members. Meetings may be held in person or by remote communication, provided that all participants can hear one another.

Notice of the meetings shall be given to each Council member in writing or emailed by electronic transmission not less than fourteen (14) days before the meeting, unless waived. A meeting may be held without notice if all Council members are present or if those not present waive notice in writing or by electronic transmission before or after the meeting.

SECTION 12. A majority of the Council then in office shall constitute a quorum for the transaction of business. Unless otherwise provided in these bylaws, the act of a majority of Council members present at a meeting at which a quorum exists shall be considered an act of the Council. In the event of a tied vote, the motion is nullified and the Council can entertain another motion on the topic.

SECTION 13. An action required or permitted to be taken at any meeting of the Council or any committee may be taken without a meeting if all of the members of the Council or committee, as applicable, consent thereto in writing or by electronic transmission. Such consents shall be filed with, or recorded in, the minutes of the Council or committee, as applicable.

SECTION 1. The Membership of the Society shall consist of those individuals who were on the membership roll of the Society at the conclusion of its first meeting. They will be designated Charter Members. All future members must be elected to membership as prescribed below.

SECTION 2. There shall be five categories of membership: Full Members, Trainee and Technical Members, Allied Health Professional Members, Honorary Members, and Emeritus Members.

1. Full Members shall be physicians, surgeons, scientists or other specialists, who are actively engaged in the science and/or clinical practice of cell and tissue transplantation, organ restoration and regenerative medicine. Full Members shall be eligible to hold office in the Society and may vote for election of Councilors, Officers and on all matters brought before the general membership. Full membership shall be gained by submission of a membership application that has been approved by the Council.
2. Trainee and Technical Membership shall include individuals enrolled in pre- or postdoctoral training programs relevant to the science and/or clinical practice of cell and tissue transplantation, organ restoration and regenerative medicine, and individuals who have completed their training but have not yet qualified for full membership. No individual may remain in this category more than six years. Trainee and Technical Members may not vote or hold office on the Council but may serve on committees. Trainee and Technical membership shall be gained by submission of a membership application and by submission of a letter from the Program Director/Scientific Supervisor confirming that the candidate works in the fields of cell and tissue transplantation, organ restoration, and regenerative medicine, and subsequent approval by the Council.
3. Allied Health Professional Members shall include professionals who have an interest in cell and tissue transplantation, organ restoration and regenerative medicine, and are actively working in this field. This membership category can include: nurses, nurse practitioners, pharmacists, social workers, physician assistants and coordinators, but is not restricted to these positions. The membership application of an Allied Health Professional should be accompanied by a letter from a member in good standing of the Society. Allied Health Professional members shall be approved by Council. Allied Heath Members shall have the same voting rights as a Full Member, and are eligible to be an Officer or Councilor of the Society. No more than one Allied Health Professional may serve on the Council at any given time.
4. Honorary Membership will be awarded to a person for a significant discovery or contribution of a focused body of work in the area of cell transplantation or immunobiology. Honorary Members of the Society shall be nominated by any Member by means of a letter of nomination, which letter includes the support of two additional Full Members. The letter of nomination should explain in detail how the individual qualifies for this distinction. In addition, a curriculum vitae and reprints of the nominee’s three most important references should be included. Unanimous approval by the Council of the Society is required for a candidate to be elected to be an Honorary Member. No more than one Honorary Member per year can be elected and the Honorary Member shall be present at the next Business Meeting (as defined below) to be officially elected. Honorary Members may not vote or hold office on the Council.
5. Emeritus Members will be those above the age of 65, or have retired from practice in the field. Emeritus Members can apply for emeritus membership status by submitting in writing a request to the Council, to become an Emeritus Member and have the request approved by Council. Emeritus Members may attend biennial meetings, vote and will receive a reduction in dues as determined by Council. Emeritus Members may not hold office on the Council.

SECTION 3. Every member shall have the right to attend and participate in the Business Meeting of the Society. All members shall pay dues in the amounts and for such periods as the Council from time to time shall determine. The Council may in determining dues take into consideration special circumstances or place of residence of Members. Any member who fails to pay dues for one year shall be removed from the Society at the Council meeting following the end of the second year for which payment was not received.

SECTION 4. Membership may be terminated by the Council for conduct which, in the sole judgment of the Council, is inconsistent with the Society’s Code of Conduct or applicable policies. Termination requires a two-thirds (2/3) vote of the Council after the member has received written notice of the grounds for termination and has been given a reasonable opportunity to respond (in writing and/or in person).

SECTION 5. Council member tenure may be terminated for the following reasons. These provisions help ensure accountability, participation, and alignment with the Society’s mission.

1. Resignation - A Council member may resign voluntarily by submitting written notice to the President, Secretary, or Council.
2. Removal for Cause - A Council member may be removed by a vote of the Council or membership for reasons such as:
   • Failure to perform duties or fulfill responsibilities of the role
   • Conduct that is detrimental to the Society
   • Violation of the Society’s bylaws, policies, or code of conduct
3. Conflict of Interest - Failure to disclose or appropriately manage a significant conflict of interest as outlined in the Society’s Code of Conduct, may lead to termination of Council service.
4. Incapacity - If a Council member becomes unable to perform their duties due to health or other circumstances.
5. Legal or Ethical Issues - Criminal conviction, professional license revocation, or other serious matters that could harm the Society’s reputation.

SECTION 1. Meetings of the Members (each, a “Business Meeting”) shall be held at such time and place as shall be determined at the prior Business Meeting, or failing such determination, at such time and place as the Council may fix. Business Meetings will take place during the Society’s biennial International Congress. All members may attend the Business Meeting but, in accordance with Article IV, Section 2 of these bylaws, neither Trainee and Technical Members nor Honorary Members may vote. The agenda of the Business Meeting shall be determined by the Council upon proposal of the Secretary. Relevant subjects can be added to the agenda by the Members, by providing a written request to the President or Secretary is given one week in advance of the Business Meeting. A report by the President, the Secretary, and the Treasurer shall be given during the Business Meeting.

SECTION 2. Each Member entitled to vote at a Business Meeting shall be entitled to one vote upon each question submitted to a vote of the Members. Each Member entitled to vote at a Business Meeting or to express consent to an action in writing without a meeting may authorize another person or persons to act for such Member by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient by law to support an irrevocable power. A Member may revoke any proxy which is not irrevocable by attending the Business Meeting and voting in person or by delivering to the Secretary of the Society a revocation of the proxy or a new proxy bearing a later date.

SECTION 3. A majority of votes properly cast upon any questions shall decide the question, except in any case where a larger vote is required by law, these bylaws or otherwise.

SECTION 4. The President, or in his/her absence the President-Elect, or in his/her absence an Officer of the Council, shall preside at Business Meetings. The Secretary shall keep records of any Business Meeting. In the absence of the Secretary, the presiding officer may appoint a secretary pro tem.

SECTION 5. Notice of the place, if any, date, hour, and means of remote communication, if any, of every Business Meeting shall be given by the Society not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every Member entitled to vote at the Business Meeting. Without limiting the manner by which notice otherwise may be given effectively to Members, notice of Business Meetings may be given to Members by means of electronic transmission in accordance with applicable law. Without limiting the manner by which notice otherwise may be effectively given to Members, any notice to Members may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (the “DGCL”).

SECTION 1. Committees shall serve as essential instruments for advancing the mission and success of the Society. They are responsible for developing programs, initiatives, and content that enhance the Society’s visibility, strengthen member engagement, and attract a broader audience. Each Committee shall operate within its designated scope and collaborate with the Council to ensure that its activities support the strategic goals and long term growth of the Society. Committees are also responsible for producing educational material like manuscripts, webinars, videos or events like workshops. Committee members are encouraged to stimulate recruitment of new members and for supporting the biennial congress in a manner consistent with their capacity, interests and expertise. Committees are effectively standing committees unless dissolved by Council. A Committee member shall serve a 2-year term, after which an additional 2 year extension may be granted by majority vote of Council, based on their performance and continued alignment with the Society’s goals.

SECTION 2. Each committee shall have a Chair nominated by the President or any Council member, and confirmed by a vote of the Council. The Chair is responsible for coordinating Committee activities, convening meetings, and ensuring timely progress toward established goals. Committees shall meet as often as necessary to fulfill their responsibilities. Minutes or written summaries of Committee meetings shall be submitted to the Council to maintain transparency and alignment with the Society’s mission. Committee members shall be selected based on expertise, interest, and the needs of the Society. Membership may be revised at the discretion of the President and the Council to ensure optimal functioning.

SECTION 3. Reports of all committee meetings shall be submitted to Council for approval. All Committees shall operate in accordance with the Society’s bylaws, policies, and ethical standards. The Council retains oversight authority and may request updates, reports, or recommendations at any time. The President and the Council shall have the authority to create, modify, or dissolve Committees as needed to address emerging priorities, ensure effective governance, and advance the Society’s objectives.

SECTION 1. At least 6 months but not greater than 12 months before the Business Meeting of Members to be held at the time of the biennial International Congress, the Secretary or designate shall send to each member a notice stating the offices among the elected Officers and the Councilors to be filled by elections and requesting submission of nominations in filling such vacancies. A person may be nominated if his/her name is submitted in writing signed by at least two Full or Emeritus Members and accompanied by a four-line summary of his/her curriculum vitae, as well as written acceptance to stand for election. Nominees are not able to be nominated for more than one vacancy on Council per election year. In the event that sufficient nominations are not received prior to the time limit of 6 months, the Council shall make additional nominations of appropriately qualified members to ensure there is at least one nominee for each vacancy among the elected Officers and Councilors.

Nomination does not automatically guarantee eligibility to stand for election. After all nominations are received, the Council will review nominees and prepare a slate of candidates from among the eligible nominees to be put forward to the membership for election. This policy applies to all elected positions—including President-Elect, Treasurer, Secretary, and Councilor—and is designed to ensure that only the most qualified, committed, and principled individuals are selected. Our goal is to elect leaders whose integrity, scientific stature, dedication, and capabilities will strengthen the Society’s governance and advance its continued progress.

Candidates selected to stand for election must demonstrate:

• An outstanding contribution to the science of transplantation and/or regenerative medicine
• A strong international profile
• Proven integrity
• The potential to substantially contribute to the growth and mission of the Society

A list of candidates for election will be presented to the Membership through electronic correspondence prior to the biennial Business Meeting of Members. Officers and Councilors shall be elected by a majority vote of the Members who voted and are eligible to vote. Elected Officers and Councilors will assume office at the Business Meeting of the biennial International Congress.

SECTION 1. All checks and drafts drawn upon the Society’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations, and other instruments for the payment of money, shall be signed by such Officer or Officers, agent or agents, as shall be thereunto authorized from time to time by the Council, which may in its discretion authorize any such signature to be facsimile.

SECTION 2. Unless otherwise prescribed in these bylaws, all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by the President, or President-Elect, Secretary, or Treasurer, provided, however, that the Council may in its discretion, require any or all of such instruments to be signed by any two or more of such Officers, or may permit any or all such instruments to be signed by such other agent or agents as it shall thereunto authorize from time to time.

SECTION 1. Whenever any notice is required to be given by law, or under the provisions of the Certificate of Incorporation of the Society or of these bylaws, such notice may be waived in a writing signed by the person or persons entitled to such notice, or by his/her attorney or attorneys thereunto authorized, whether before or after the event or action to which such notice relates.

SECTION 1. The fiscal year of the Society shall end on such date as the Council may by resolution specify and the Council may by resolution change such date for future years at any time or from time to time.

SECTION 1. For purposes of this Article XI:.

1. “Corporate Status”  describes the status of a person who is serving or has served as (A) a Councilor or (B) an Officer;
2. “Disinterested Councilor” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Councilor who is not and was not a party to such Proceeding;
3. “Expenses” means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;
4. “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement; and
5. “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative.

SECTION 2. Subject to the operation of Article XI, Section 3 of these bylaws, each Councilor and each Officer shall be indemnified and held harmless by the Society to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Society to provide broader indemnification rights than such law permitted the Society to provide prior to such amendment), and to the extent authorized in subsections (i) through (iv) of this Article XI, Section 2.

1. Actions, Suits and Proceedings Other than By or In the Right of the Society.  Each Councilor and Officer shall be indemnified and held harmless by the Society against any and all Expenses and Liabilities that are incurred or paid by such Councilor or Officer or on such Councilor’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Society), which such Councilor or Officer is, or is threatened to be made, a party to or participant in by reason of such Councilor’s or Officer’s Corporate Status, if such Councilor or Officer acted in good faith and in a manner such Councilor or Officer reasonably believed to be in or not opposed to the best interests of the Society and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
2. Actions, Suits and Proceedings By or In the Right of the Society. Each Councilor and Officer shall be indemnified and held harmless by the Society against any and all Expenses that are incurred by such Councilor or Officer or on such Councilor’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Society, which such Councilor or Officer is, or is threatened to be made, a party to or participant in by reason of such Councilor’s or Officer’s Corporate Status, if such Councilor or Officer acted in good faith and in a manner such Councilor or Officer reasonably believed to be in or not opposed to the best interests of the Society; provided, however, that no indemnification shall be made under this Article XI, Section 2(ii) in respect of any claim, issue or matter as to which such Councilor or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Society, unless, and only to the extent that, the Delaware Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Councilor or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.
3. Survival of Rights. The rights of indemnification provided by this Article XI, Section 2 shall continue as to a Councilor or Officer after he or she has ceased to be a Councilor or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.
4. Actions by Councilors or Officers.  Notwithstanding the foregoing, the Society shall indemnify any Councilor or Officer seeking indemnification in connection with a Proceeding initiated by such Councilor or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Councilor or Officer) was authorized in advance by the Council of the Society, unless such Proceeding was brought to enforce such Officer’s or Councilor’s rights to indemnification or, in the case of Councilor, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

SECTION 3. Advancement of Expenses to Councilors Prior to Final Disposition.

1. The Society shall advance all Expenses incurred by or on behalf of any Councilor in connection with any Proceeding in which such Councilor is involved by reason of such Councilor’s Corporate Status within thirty (30) days after the receipt by the Society of a written statement from such Councilor requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Councilor and shall be preceded or accompanied by an undertaking by or on behalf of such Councilor to repay any Expenses so advanced if it shall ultimately be determined that such Councilor is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Society shall advance all Expenses incurred by or on behalf of any Councilor seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Councilor only if such Proceeding (including any parts of such Proceeding not initiated by such Councilor) was (A) authorized by the Council, or (B) brought to enforce such Councilor’s rights to indemnification or advancement of Expenses under these bylaws.
2. If a claim for advancement of Expenses hereunder by a Councilor is not paid in full by the Society within thirty (30) days after receipt by the Society of documentation of Expenses and the required undertaking, such Councilor may at any time thereafter bring suit against the Society to recover the unpaid amount of the claim and if successful in whole or in part, such Councilor shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Society (including its Council or any committee thereof or independent legal counsel) to make a determination concerning the permissibility of such advancement of Expenses under this Article XI shall not be a defense to an action brought by a Councilor for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Councilor is not entitled to an advancement of expenses shall be on the Society.
3. In any suit brought by the Society to recover an advancement of expenses pursuant to the terms of an undertaking, the Society shall be entitled to recover such expenses upon a final adjudication that the Councilor has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 4. Advancement of Expenses to Officers Prior to Final Disposition.

1. The Society may, at the discretion of the Council, advance any or all Expenses incurred by or on behalf of any Officer in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer upon the receipt by the Society of a statement or statements from such Officer requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer is not entitled to be indemnified against such Expenses.
2. In any suit brought by the Society to recover an advancement of expenses pursuant to the terms of an undertaking, the Society shall be entitled to recover such expenses upon a final adjudication that the Officer has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 5.  Contractual Nature of Rights

1. The provisions of this Article XI shall be deemed to be a contract between the Society and each Councilor and Officer entitled to the benefits hereof at any time while this Article XI is in effect, in consideration of such person’s past or current and any future performance of services for the Society. Neither amendment, repeal or modification of any provision of this Section nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article XI shall eliminate or reduce any right conferred by this Article XI in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article XI shall continue notwithstanding that the person has ceased to be a Councilor or Officer and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.
2. If a claim for indemnification hereunder by a Councilor or Officer is not paid in full by the Society within sixty (60) days after receipt by the Society of a written claim for indemnification, such Councilor or Officer may at any time thereafter bring suit against the Society to recover the unpaid amount of the claim, and if successful in whole or in part, such Councilor or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Society (including its Council or any committee thereof or independent legal counsel) to make a determination concerning the permissibility of such indemnification under this Section shall not be a defense to an action brought by a Councilor or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Councilor or Officer is not entitled to indemnification shall be on the Society.
3. In any suit brought by a Councilor or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Councilor or Officer has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 6. The rights to indemnification and advancement of Expenses set forth in this Section shall not be exclusive of any other right which any Councilor, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Councilors or otherwise.

SECTION 7.  The Society may maintain insurance, at its expense, to protect itself and any Councilor or Officer against any liability of any character asserted against or incurred by the Society or any such Councilor or Officer, or arising out of any such person’s Corporate Status, whether or not the Society would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article XI.

SECTION 8. The Society’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article XI as a result of such person serving, at the request of the Society, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Article XI owed by the Society as a result of a person serving, at the request of the Society, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

SECTION 1. These by-laws may be amended by a recommendation of the Council to the membership either at the Business Meeting or by correspondence. The change(s) will become effective upon an affirmative vote of a majority of Full, Allied Health Professional and Emeritus members voting.

Amended on June 20, 2026.
Approved by council, voted by members - all in favour.