Constitutional Review Committee

of the

Society for Chaos Theory in Psychology and the Life Sciences

Fred Abraham (chair), Silliman University (Philippines) & Blueberry Brain Institute, (USA)

Holly Arrow, University of Oregon (USA)

Dick Bird, University of Northumbria (UK)

Greg Manos, Director’s Cut, (USA)

Meg Spohn, University of Denver (USA)

Our committee was formed in response to charges by the membership at the annual business meetings of the Society in 2002, 2003 and 2004. Formally, in response to those charges we present here, in accordance with existing Article of IX of the current Articles of Organization, also known as the Constitution and Bylaws, amendments to the Articles of Organization. These amendments represent a rather extensive revision of the Articles of Organization. They are being proposed for your consideration and your suggestions for improvement, and after any needed editing, will subsequently be proposed for a vote. The charges to the committee are as follows:

2002 charge: To review the constitution and bylaws [formally known as the Articles of Organization], identify areas for improvement, updating, and clarification, and propose specific amendments to the bylaws that would be voted on by the membership.

2003 charge: To also consider the Journal going to self-publication and the manner of appointment of officers.

We interpreted the 2003 charge as an amendment to the 2002 charge as areas that needed special focus. We have deliberated for the past year, taking our charge to be to completely review the Articles of Organization, and to produce a revised version if warranted. We felt it was warranted. The original Articles of Organization were well done and reflect hard work and attention to detail, but time has revealed some ambiguities and especially areas of governance and membership participation and recourse that needed improvement. We have examined constitutions and bylaws of other scientific organizations for comparison. We felt that in the past few years the Society has had significantly increased involvement of members in governance and other affairs of the Society, and that our Articles of Organization should respond with increased democratization of the society. Some of our primary concerns were:

(1) We wanted to insure that all officers and members of the Executive Committee were elected. (This is not the case with the current Articles of Organization.)

(2) One of the problems was to give the Executive Committee a stable size by careful definition of its membership and by careful definitions of the officers and their duties, and by streamlining the scheduling of the election of officers. We eliminated the position of President-Elect by having the elections completed by the end of June, and having the President take office on September 1, the beginning of the Society’s and the membership’s year, just two months after the close of the election. We were especially concerned with the election of officers and their duties, the make-up and duties of the Executive Committee, election procedures, the oversight of the publications of the Society, and the nature of the privileges and recourse of members.

Because all aspects of the organization interact with the others, we are reviewing the whole Articles of Organization, and offering a proposed draft, which is sufficiently extensive such that all the articles are essentially, an amendment that constitutes a major revision of the Articles of Organization. This mailing and its simultaneous presentation on the web (go to ‘About the Society’ on the Society’s web page) is to solicit comments should the membership want further revision before they are presented to the Society as a whole for a vote.

Please review this draft, and send critiques, commentary, and suggestions for improvement, to me (abraham@sover.net), before January 31, 2005. We will then incorporate suggestions that can be reasonably accommodated, and then send a final proposed draft out to the membership for a vote. We shall send reminders soliciting your feedback to help us from time to time on our Society email list and in the Newsletter. We include the current Articles of Organization along side the proposed draft for those of you who wish to see a running comparison. We also offer occasional commentary concerning our proposal.

Thank you for your assistance,

Respectfully submitted, Fred Abraham,

Holly Arrow, Dick Bird, Greg Manos, Meg Spohn

Link to the Society: http://www.societyforchaostheory.org/

Link to mirror page: http://www.blueberry-brain.org/SCTPLS/SCTPLS CRC reports.htm

Proposed Articles of Organization

Current Articles of Organization

Article I: Name The name of the organization shall be “The Society for Chaos Theory in Psychology & Life Sciences.” It will be referred to as "the Society" in the remainder of these Articles. Article II: Purpose Section 1. The Society is organized exclusively for scientific and educational purposes and shall be operated as a non-profit association within the meaning of Section 501 (c) (3) of the Internal Revenue Service Code. The Society was registered as an association in Milwaukee County, Wisconsin, on April 27, 1997. Section 2. The aims of the Society shall include but not be limited to application of nonlinear dynamical systems theory and related aspects of complexity theory to scientific and educational aspects of the psychological, social, and biological sciences. Section 3. To promote the above, the Society shall initiate and encourage constructive interaction and integrative efforts, including the development of publications and educational projects. Section 4. No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Society shall not participate in or intervene, including the publishing or distribution of statements for any political campaign, on behalf of any candidate for public office. Section 5. Notwithstanding any other provisions of these Articles, the Society shall not carry on any other activities not permitted to be carried on (a) by an Association exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Internal Revenue Law), or (b) by an Association, contribution to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Internal Revenue Law).

Article 1. Name and Purpose. 1. The name of the organization shall be the Society for Chaos Theory in Psychology & Life Sciences. It will be referred to as "the Society" in the remainder of these Articles. The acronym SCTPLS is an acceptable form for occasional use in Society communications. 2. The Society is organized exclusively for scientific and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Service Code. 3. The Society shall concern itself with the scientific and professional problems in psychology insofar as they pertain to nonlinear dynamical systems theory. The Society's scientific interests and commitments shall include but not be limited to: (a) integration of data and theory across specialty boundaries, (b) the relationship between psychology and other areas of human knowledge, particularly regarding ecological matters and other important human concerns; (c) the historical, systemic, and methodological aspects of psychology as a whole. 4. To promote the above, the Society shall initiate and encourage constructive interaction and integrative efforts, including the development of publications. 5. No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Society shall not participate in or intervene, including the publishing or distribution of statements for any political campaign, on behalf of any candidate for public office. 6. Notwithstanding any other provisions of these Articles, the Society shall not carry on any other activities not permitted to be carried on (a) by an Association exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or (b) by an Association, contribution to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Commentary: These changes are all very minor.

1. Article I was split into separate articles for Name and purpose.

2. Article II:  § 2 has been simplified and updated to communicate more clearly the interdisciplinary nature of the society. 

3. II §1 adds an educational purpose, and makes explicit the operation as a nonprofit organization.

4. II §2 (updates the areas covered to meet the previously updated name of the organization, from the mainly psychological, to include also social and biological disciplines. The language is simplified and streamlined, and more limited in the ambitions of applications.

5. II §3 adds educational projects.

6. II §4 no change.

7. II §5”future” changed to “subsequent” for tense and timing aspects.

Article III. Membership Section 1. The Society shall consist of a single class of membership. Section 2. Members must have an interest in the aims of the Society as stated in Article II, Sections 1 and 2. Section 3. New Members: Those persons who have requested membership and who meet the above criteria shall be made members upon receipt of the annual dues. The Secretary of the Society shall notify new members of their acceptance. Section 4. Except when otherwise specified in these Articles, all decisions calling for an action by the membership of the Society shall be determined by a majority of those voting provided that a quorum of at least ten percent of the Society membership participates in the voting. Voting by proxy shall not be allowed. Section 5. The membership year begins September 1st, and ends on August 31st of the following calendar year.

Article II. Membership. 1. The Society shall consist of a single class of membership. 2. Members must have an interest in the concerns of the Society as stated in Article 1, Section 2, and meet the minimum standards pursuant to Article 1, Section 2. 3. New Members: Those persons who have requested membership and who meet the above criteria shall be made members upon receipt of the yearly dues. The Secretary-Treasurer of the Society shall notify new members of their acceptance. 4. Except when otherwise specified in these Articles, all decisions calling for an action by the membership of the Society shall be by majority voting at the annual Society Business Meeting, or in the absence of a quorum, by mail ballot of the voting members. Voting by proxy shall not be allowed. 5. The membership year begins September 1st, and ends on August 31st of the following calendar year.

Commentary:

Again, mostly trivial changes.

1. No changes in sections §1 & §5;

2. §2 updates reference to preceding definitions and eliminates reference to standards.

3. §3 Secretary-Treasurer was changed to ‘Secretary’ to reflect a split in this office proposed later in IV §1

4. §4 does not restrict voting the Annual Business Meeting. Defines what constitutes a quorum. Does not specify methods of voting. (These are dealt with later.)

Article IV. Officers. Section 1. The Officers of the organization shall be: a President, a Past-President, a Treasurer, and a Secretary. The President and Treasurer will be elected to two-year terms so that the first year of the two-year term will begin in even-numbered years; the Secretary will be elected to a two-year term so that the first year of the two-year term will begin in odd-numbered years. The President becomes the Past-President when a new President is installed, and continues in this position until displaced by a new Past-President. If a President is elected to succeed her or himself, he or she is not to be considered the Past-President; rather, the person preceding him or her will remain as the Past-President. Section 2. The duties of the President are (1) to preside at all the meetings of the Society, (2) to be Chair of the Executive Committee, (3) to exercise supervision over the affairs of the Society with the approval of the Executive Committee, (4) to serve ex-officio as a member of the standing committees specified in Article V, (5) to establish other committees as needed, and (6) to perform such other duties as are incident to the office or as may properly be required by vote of the Executive Committee. It shall also be the duty of the President to prepare an annual report of the essential activities and decisions of the Society. Section 3. The duties of the Treasurer are (1) to have custody of all funds and property of the Society, (2) to collect dues, (3) to make disbursements as authorized by the Executive Committee, (4) to prepare and present a budget outline for each fiscal year to the Executive Committee for approval, (5) to present a statement of accounts at the annual meeting, and (6) to make those statements available to the membership. The Treasurer will also serve as a member of the Program Committee. Section 4. The duties of the Secretary are (1) to issue calls and notices of meetings, (2) to receive and transmit applications for Society membership, (3) to keep records of the Society, (4) to serve as Secretary and member of the Nominations and Elections Committee, and in the name of the Chair of the Nominations and Elections, to issue calls for nominations of officers, or to arrange with the Executive Committee or Nominations and Elections Committee for the issuing of such announcements. It shall also be the duty of the Secretary to archive all reports of officers, the Executive Committee and all other committees to insure the availability of said reports the membership. Section 5. The duties of the Past-President are to serve as a member of the Executive Committee and to perform the duties of the President in the event of the absence or incapacity of the latter. Section 6. A vacancy or incapacity in the offices of the Treasurer, Secretary or Past-President will be filled by appointment of the President, in consultation with the Executive Committee. The office of Past-President should be selected from among the previous Presidents. A vacancy or incapacity in the Presidency will be filled by the Past-President until the Executive Committee votes a replacement. Any officer filling a vacancy will serve for the remainder of the term of the office vacated. Section 7. Between the annual meetings of the Society, the officers, acting within their individual responsibilities, and the Executive Committee, will conduct the business of the Society. Section 8. Any Action of an Officer that affects Society policy may be reviewed and overturned by unanimous vote of the other members of the Executive Committee, or by a special vote of the membership based on a petition of ten percent or more of the members of the Society. Section 9. The removal from office of any Officer may be made by special vote of the membership based on either (1) a petition of ten percent or more members of the Society or (2) the request of any two members of the Executive Committee. The special election should require the participation of at least 40% of the membership of the society, and a 2/3 majority vote for the removal to be performed. Section 10. The Board of Trustees will consist of three persons who have held offices in the Society. It is the duty of the Board to ensure the Society's compliance with its Articles of Organization, its obligations to the Internal Revenue Service, and other legal obligations that might pertain to the Society's operation. The term of appointment terminates with death, incapacity, or resignation. Replacements are to be appointed by the Executive Committee.

Article III. Officers. 1. The officers of the organization shall be a Society President, a Society President-Elect, a Society Past President, and a Secretary-Treasurer. The functions of Secretary-Treasurer may be divided between two members should the workload evolve to a sufficient quantity. 2. The President-Elect shall be chosen by vote of the members of the Society. The Secretary-Treasurer shall be appointed by the Executive Committee. 3. It shall be the duty of the President to preside at all the meetings of the Society; to be Chair of the Executive Committee and to exercise supervision over the affairs of the Society with the approval of the Executive Committee; to serve ex-officio as a member of the Nominations and Elections, Program and Publications Committees; and to perform such other duties as are incident to his or her office or as may properly be required of him or her by vote of the Executive Committee. (See also Article IV-2). 4. It shall be the duty of the Secretary-Treasurer to issue calls and notices of meetings; to receive and transmit applications for Society membership; to keep records of the Society; to have custody of all funds and property of the Society; to collect any special dues that may be voted in accordance with Article VII-1 of the Articles; to make disbursements as authorized by the Executive Committee; to serve as Secretary and member of the of Nominations and Elections and Program Committees; and in the name of the Chair of the Nominations and Elections, to issue calls for nominations of officers and members-at-large of the Executive Committee, or to arrange with the Executive Committee for the issuing of such announcements. 5. It shall be the duty of the Society President-Elect to serve as a member of the Executive Committee of the Society and to perform the duties of the Society President in the event of the absence or incapacity of the latter. The President-Elect shall automatically become President at the close of the membership year in which the President-Elect was elected, as stipulated in Article VII-3 of the Articles, and will serve on the current Program Committee. 6. It shall be the duty of the Society Past-President to serve as a member of the Executive Committee of the Society and to perform the duties of the Society President in the event of the absence or incapacity of the latter and the Society President-Elect. The President shall automatically become Past-President at the close of the membership year in which that member began the term as President. 7. In case of the death, incapacity, or resignation of any of these officers (except the President), the Executive Committee shall elect a successor to serve until the close of the membership year after the next scheduled elections. 8. The Board of Trustees will consist of three persons who have held offices in the Society and who are among the initial signatories of this document. It is the duty of the Board to ensure the Society's compliance with its Articles, its obligations to the Internal Revenue Service, and other legal obligations that might pertain to the Society's operation. The term of appointment terminates with death, incapacity, or resignation. Replacements are appointed by the Executive Committee.

§1 Establishes four officers, eliminating the President-Elect and splitting the Secretary-Treasurer into two separate offices. Establishes two-year terms with staggered alternate-year elections, and two year terms. Eliminates appointment of officers by the Executive Committee (old III §2) as this feature allowed members of the Executive Committee the potential to perpetuate themselves in office instead of being elected at annual elections. This was one of the most motivating factors prompting a need for change. Clarifies that a Past-President cannot be the same as a President succeeding him or herself. This was another major factor that made for instability in the size of the Executive Committee, and in the ability of members of the Executive Committee to appoint themselves or retain their offices.

§2-§5 defines duties of the officers.

§6 deals with vacancies of offices.

§7 concerns officers and the Executive Committee duties between Annual Business Meetings.

§8 specifies how actions of officers may be overturned.

§9 specifies how an officer may be removed from office.

§10 defines the Board of Trustees, their duties, and their succession.

Collectively, these articles represent increased democratization of the Society by making all offices elected and giving the membership more avenues of changing the actions and officers of their Society.

Article V. Committees Section 1. The Executive Committee shall consist of the President, the Secretary, and the Treasurer, who will be determined by the annual elections, and the Past-President Section 2. The Executive Committee shall have general supervision of the affairs of the Society, performing the duties and abiding by the limitations specified in these Articles. Actions of the Executive Committee affecting Society policy are subject to approval by a majority vote of the members voting at the annual meeting, or by special mail ballots as decided upon by the Executive Committee. In the case of actions taken at the annual meeting a special mail ballot to review such actions may be requested by petition of five percent or more of the members. The ballot shall be circulated to the membership. Section 3. Any action of the Executive Committee may be rescinded or modified by special vote of the membership at the request of a petition of five percent or more members of the Society. Section 4. The Standing Committees of the Society shall consist of the following: (1) the Nominations and Elections Committee, (2) the Publications Committee, and (3) the Program Committee. At-large members of the Nominations and Elections and the Publications Committee serve 3-year terms. Program Committee members are appointed on an annual basis. The President may also establish special ‘Ad hoc’ Committees and choose the Chairs of all Committees with the approval of the Executive Committee; such responsibility of selecting the chairs may be delegated at the President’s discretion to the Committees themselves. Ad hoc committees may be reclassified as standing committees by majority vote of the membership. Section 5. The Nominating and Election Committee shall conduct the voting for officers and shall conduct all other voting required by the Society as allowed by this Constitution and Bylaws as specified in Article VI. They shall establish the means by which all members are given an opportunity to participate in nominations and voting, giving reasonable deadlines for contacting all members and obtaining their votes. The Nominations and Elections Committee shall also solicit nominees for vacancies on all standing and special committees, specifying criteria such as expertise and diversity of perspectives. As many members as practicable should be given an equal chance to participate in governance. Section 6. The Publications Committee shall establish, maintain, and oversee the publications of the Society, including its professional journals and newsletters. The editors of Society journal(s) and the newsletter will serve as members of the Publications Committee, and will be appointed by the Executive Committee in consultation with the rest of the Publication Committee. It shall be the duty of the Publications Committee to encourage development of journals, books and articles of relevance to the Society and to establish policies for all publications. Section 7. The Program Committee shall plan the annual conference of the Society in coordination with the Executive Committee. Locations for the conference will be proposed by the membership at the annual business meeting or by other communications. Section 8. Committee Chairs shall present oral reports to the Executive on committee activities during the preceding year. In the absence of the Chair, another member of the committee may present the report. In either case, written copies of the report should be submitted to the Society's President and Secretary by the time of the Executive Committee's meeting at the Annual Society conference.

Article IV. Executive Committee. 1. There shall be an Executive Committee of the Society consisting of the Society President, President-Elect, Past-President, and the Secretary-Treasurer. 2. The Executive Committee shall have general supervision of the affairs of the Society, performing the duties and abiding by the limitations specified in these Articles. All actions of the Committee affecting Society policy shall be put to the vote of the membership at the annual Society Business Meeting (providing a quorum is present) or by a special mail ballot. 3. All decisions of the Executive Committee shall be made by majority of the committee members present, except that on a mail ballot, the majority of those returning their ballots within 21 days of its mailing shall decide the issue(s). Article VII. Committees. 1. The committees of the Society shall consist of three standing committees: (a) the Nominations and Elections Committee, (b) a Program Committee, and (c) a Publications Committee. The Executive Committee may also charter special committees as needed and ratified by Executive Committee vote. 2. The members of the Nominations and Elections and Publications Committees shall serve for terms of three years. The members of the Program Committee shall serve for a term of two years. Appointments shall be made during and take effect at the end of the Annual Convention of the Society. 3. The Nominations and Elections, Program, and Publications Committees shall each consist of three members appointed by the Elections Committee. The Chairs of these Committees shall be designated by the President. 4. It shall be the duty of the Program Committee to make arrangements for the program at the annual meeting of the Society in accordance with Article VI of these Articles. The Program Committee shall consist of two members: (a) Chair designated by the President, and the (2) Past Chair of that committee. 5. It shall be the duty of the Publications Committee to encourage development of journals, books and articles of relevance to the Society and to establish policies for all publications. 6. Committee Chairs shall present oral reports to the Executive on committee activities during the preceding year. In the absence of the Chair, another member of the committee may appear to present the report. In either case, written copies of the report should be submitted to the Society's President and Secretary-Treasurer by the time of the Executive Committee's meeting at the annual conventions of the Society.

§1&2 define the Executive Committee and its duties

§3 provides means for membership to rescind or modify an action of the Executive Committee.

§4 defines standing and ad hoc committees, and the appointment of their members and their terms of office, and the methods of selecting the chairs of the committees.

§5-§7 Defines the duties of the standing committees.

§8 Specifies that committees report to the Society.

Article VI. Nominations, Elections and Voting on Special Issues. Section 1. Officers of the Society shall be elected by a preferential vote of the members using secret balloting. All candidates shall be members in good standing of the Society. Section 2. The Nominating and Election Committee shall issue a call for nominations for Officer positions whose incumbents are in the last year of their terms, and shall furnish a final slate of nominees to the Secretary by March 31. Ballots must be returned to the Chair of the Nominating and Elections Committee by a deadline to be announced for each election, but no later than June 30. Election results will be promptly following the deadline for receipt of ballots. Terms of office shall commence on September 1 following the election. Section 3. Voting on special issues allowed by other provisions of these Articles should similarly be established by the Nomination and Election Committee and announced by the Secretary. Section 4. Unless otherwise specified in the rest of these Articles, the outcome of voting on elections and special issues shall be determined by a majority of those voting, with a quorum of ten percent of the Society voting. If sufficient votes to obtain a quorum are not obtained by the deadline, the deadline for receipt of ballots may be extended and the membership so notified.

Article V. Nominations and Elections. 1. Officers of the Society shall be elected by a preferential vote of the members on a secret mail ballot. 2. The Secretary-Treasurer shall issue a call for nominations in the name of the Chair of the Nominations and Elections Committee, for the office of Society President-Elect. The nominations ballot shall have spaces for at least three names for President-Elect. 3. All officers and membership of the Executive Committee shall assume office at the beginning of the membership year as defined in Article II-5 above, and will continue to do so until their successors are installed according to the procedures stated in Article III above.

§1&2 specify voting procedures. The requirement of a mail ballot is remove so that other techniques of communication can be employed.

§3 provides voting on special issues.

§4 provides conditions needed for determining outcomes of elections.

Article VII. Meetings and Conference. Section 1. There shall be an annual Business Meeting and a convention. The Business Meeting of the Society shall take place during the Annual Convention and in the same locality for the transaction of business. The Convention shall be for the presentation of scientific papers, and the discussion of questions of interest to nonlinear dynamical systems in psychology and the life sciences. Section 2. The business meeting shall require a quorum of ten percent of the Society members for its decisions to be considered official. Failing a quorum, those wishing to present resolutions for consideration of the society, whether officers, the Executive Committee, or a petitioning group of members, may request a special ballot to be arranged by the Nominations & Elections Committee and announced by the Secretary. Section 3. The time and place of the annual conference will, as often as feasible, be prior to September 1, when newly elected officers begin their terms and the new membership year commences. Section 4. Any members attending the business meeting may participate in all discussion, make resolutions, and present petitions. The meeting shall be conducted by any rules of order acceptable to a majority of those present. Article VIII. Dues and Income. 1. Changes in annual dues and assessments of any special dues shall be recommended by the Executive Committee and shall be voted on at an annual Business Meeting or by mail ballot of the members. 2. No part of the net earning of the Society shall insure to the benefit of, or be distributed to, its members, trustees, officers or other private persons except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered.

Article VI. Meetings. 1. The Business Meeting of the Society shall take place during the annual convention and in the same locality for the transaction of business, the presentation of scientific papers, and the discussion of questions of interest to nonlinear dynamical systems in psychology and the life sciences. 2. A quorum shall consist of 10 voting members. 3. The time and place of the annual conference will, as often as feasible, be contiguous with the dates and locations of one of the major psychology conventions in North America. Article VIII. Dues and Income. 1. Changes in annual dues and assessments of any special dues shall be recommended by the Executive Committee and shall be voted on at an annual Business Meeting or by mail ballot of the members. 2. No part of the net earning of the Association shall insure to the benefit of, or be distributed to, its members, trustees, officers or other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.

Article VII makes explicit the purpose and actions of the Annual Conference and Business Meeting, redefines the quorum from 10 members to 10 percent of the membership, preferred time window for the Conference and Meeting, and the openness for participation by the membership.

Article VIII is unchanged.

Article IX. Amendments. Section 1. The Society, at any annual Business Meeting, by a vote of two-thirds of the members present, or by a majority vote of the members of the Society voting by a special ballot, provided that at least a quorum of ten percent of the membership vote, may adopt such amendments to these Articles as have been: (a) presented and read at the preceding annual Business Meeting, or (b) sent to the last known contact or address of each member at least two months prior to the final vote on the proposed amendments. Article X. Demise of the Society. Section 1. Conditions for determining the demise of the Society are subject to the same provisions as for Amendments specified in Article VIII. Section 2. In the event of the dissolution of the Society, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the Society, dispose of all assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for educational and scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Please of the county in which the principal office of the Society is then located, exclusively for such purposes, or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article IX. Amendments. 1. The Society at any annual Business Meeting by a vote of two-thirds of the members present, providing a quorum is present, or by a majority vote of the members of the Society voting by a mail ballot, may adopt such amendments to these bylaws as have been: (a) presented and read at the preceding annual Business Meeting, or (b) mailed to the last known post office address of each member, or published in the official journal of the Society, two months prior to the final vote on the proposed amendments. Article X. Demise of the Society. 1. Conditions for determining the demise of the Society are subject to the provisions of these Articles concerning actions by members as stated in Article III. 2. In the event of the dissolution of the Society, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the Society, dispose of all assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for educational and scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Please of the county in which the principal office of the Society is then located, exclusively for such purposes, or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article IX is essentially the same as before, except communication to members is not limited to a mail ballot.

Article X is the same as previously.