Foundation Bylaws

Section 1.01. Registered Office 

The American Academy of Otolaryngology—Head and Neck Surgery Foundation, Inc. (hereinafter referred to as the “Foundation”) shall have and continuously maintain in the District of Columbia a registered office and a registered agent who is a resident of the District of Columbia and whose office is identical with such registered office.

Section 1.02. Other Offices 

The Foundation may have offices at such other places both within and without the District of Columbia as the Board of Directors may from time to time determine.

Section 2.01. Specification of Membership 

The Foundation shall have one sole member, the American Academy of Otolaryngology—Head and Neck Surgery, Inc.

Section 3.01. Annual Meetings

An annual meeting of the member of the Foundation shall be held each year at such place or places and on such date or dates as may be designated by the Board.

Section 3.02. Special Meetings

Special meetings of the member of the Foundation may be called by the Board for such times and places as may be designated.

Section 3.03. Notice

Ninety (90) days’ notice of the time and place of each annual meeting of the Foundation shall be given to the member by such method as the Board may designate. Not less than thirty (30) days’ notice shall be given of the time, place, and purpose of any special meeting of the member. No business may be transacted at a special business meeting of the member of the Foundation other than that specified in the notice thereof.

Section 3.04. Rules of Order

The deliberations of the Foundation’s membership, its Board, and all committees, shall be governed by the rules contained in the then current edition of Robert’s Rules of Order in all cases in which they are not inconsistent with the Articles of Incorporation, Bylaws, special and standing rules, customary practices, and procedures of the Foundation.

Section 3.05. Vote of Member

The only vote to be cast at any annual or special meeting of the Foundation shall be the vote of the Foundation’s sole member, the American Academy of Otolaryngology—Head and Neck Surgery, Inc.

Section 4.01. Authority

The business and affairs of the Foundation shall be managed by its Board of Directors (“Board”). The Board shall have all powers and responsibilities conferred upon the Board of Directors of a nonprofit corporation by the District of Columbia Nonprofit Corporation Act, as now or hereafter amended, except as such powers or responsibilities may be limited by the Articles of Incorporation or these Bylaws.

Section 4.02. Members of the Board

The Board of Directors shall consist of the President, President-Elect, Secretary-Treasurer, the most recent living Past President, the Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., the Immediate Past Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., the Chair-Elect of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., and the eight (8) At-Large Directors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. The Foundation’s Executive Vice President/CEO, Chair of the Ethics Committee, Foundation Coordinators, and Journal Editor shall be ex-officio members of the Board of Directors without vote.

Section 4.03. Terms of Office

The members of the Board shall serve in such capacity while they hold the office which entitles them to their position.

Section 4.04. Meetings

The Board shall hold a regular annual meeting to conduct the business and affairs of the Foundation. The Board may hold such other meetings at such times and places as may be established from time to time by the Board or at the request of the President or any two (2) members of the Board.

Section 4.05. Notice

Notice of each meeting of the Board shall be given by the Executive Vice President/CEO, or his or her designee, to each member of the Board by either mail, facsimile, electronic means or telephone not less than seven (7) days prior to the date on which the meeting is scheduled to be held. The matters to be discussed and voted upon at any duly called meeting of the Board shall not be limited to those set forth in the notice of such meeting.

Section 4.06. Quorum

Except as otherwise required by the Articles of Incorporation or these Bylaws, a majority of the Directors shall constitute a quorum for the transaction of business by the Board.

Section 4.07. Manner of Acting

A majority vote of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board unless the vote of a greater number is required by the Articles of Incorporation or these Bylaws.

Section 4.08. Written Action

Any action which the Board could take at a duly called meeting of the Directors may be taken validly by the unanimous written consent signed by all the Directors. Such written consent may be signed by the Directors by counterparts whereby each Director signs a separate counterpart of such written consent. Written consent may be made either in person, mail, facsimile, or electronic means.

Section 5.01. Officers of the Foundation

Officers of the Foundation shall be:

• President
• President-Elect
• Secretary-Treasurer
• Executive Vice President/CEO

Section 5.02. Election and Terms of Office

Those individuals who serve as President, President-Elect, Secretary-Treasurer, and Executive Vice President/CEO of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. shall serve the American Academy of Otolaryngology—Head and Neck Surgery Foundation, Inc. in a similar capacity for a similar term.

Section 5.03. President

The President shall be the Chairman of the Foundation Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at all meetings of the Board of Directors and the Executive Committee at which he or she shall be present; he or she may delegate this duty to the President-Elect if he or she shall see fit. The President shall be an ex-officio member of all committees of the Board and other committees of the Foundation. The President shall have no vote on said committees, except that the President shall have a vote on the Executive Committee.

Section 5.04. President-Elect

The President-Elect shall perform the duties and exercise the powers of the President in the absence or disability of the President, and shall perform such other duties as shall be prescribed from time to time by the Board of Directors. The President-Elect shall succeed to the office of the President upon the completion of the President’s term. The President-Elect shall name his or her nominees for committee positions, including committee chairs, for which he or she will have nominating responsibility and which shall become vacant immediately following the next annual meeting of the Foundation. The President- Elect shall coordinate the various Foundation committees by annually (a) reviewing the charges to committees, (b) considering whether existing committees continue to serve a useful function, and (c) considering whether new committees are needed. The President-Elect shall report any recommendations for changes thereto to the Board of Directors.

Section 5.05. Secretary-Treasurer

(a) The Secretary-Treasurer shall verify that an official record of the proceedings are taken of all meetings of the Board of Directors and the Executive Committee, and shall report the same to the next succeeding meeting of the Board of Directors. The Secretary-Treasurer shall carry out such duties and shall sign and attest such instruments in the name of the Foundation as he or she is authorized to do so by the Board of Directors. The Secretary-Treasurer shall also oversee the administration of the general funds, securities, properties, and assets of the Foundation. The Secretary-Treasurer shall see that accurate books of account are maintained, accurately reflecting all monies, funds, securities, properties, and assets which are the property of the Foundation. Said books shall show at all times the amount of all property belonging to the Foundation and the amount of disbursements made and the disposition of property. The Secretary-Treasurer shall assure that a copy and summary of the proposed annual budget for the Foundation shall be made available to the member reasonably in advance of its adoption, along with the date it will be considered by the Board of Directors. The Secretary-Treasurer shall provide the member an annual financial report in such form and medium as the Board of Directors determines appropriate.

(b) The newly elected Secretary-Treasurer shall have the title of “Secretary-Treasurer Elect” and shall automatically succeed to the office of Secretary-Treasurer upon the close of the incumbent Secretary- Treasurer’s term of office, or prior thereto if for any reason the incumbent Secretary-Treasurer is unable to fulfill his or her term of office. The Secretary-Treasurer Elect shall attend the Board of Directors and Executive Committee meetings, without vote, immediately after the annual business meeting or Board of Directors meeting at which he or she is elected and throughout the year to allow for an orderly transition of responsibilities.

Section 5.06. Editor

The Editor, also known as Editor-in-Chief, of the Foundation’s scientific publication, if any, shall be elected by the single member for a four-year term and he or she shall have such duties and responsibilities as may be prescribed by the Board. He or she shall be re-electable to one successive four-year term to serve a total of two consecutive terms for eight years. If an individual shall serve two successive terms as Editor, he or she may not be re-elected to the position as Editor for a period of four years.

Section 5.07. Executive Vice President/CEO

The Board of Directors shall employ as the only chief executive officer (management employee) of the Board an Executive Vice President/CEO, who shall serve for a term of five years in this capacity or until such time as two-thirds of the voting Board shall request his or her resignation or shall terminate his or her employment. The Executive Vice President/CEO may serve a successive term or successive terms of office. The Executive Vice President/CEO will employ other staff members and other employees for the purpose of carrying out the administrative work of the corporation, subject to the policies of and the directions and orders of the Board. The Executive Vice President/CEO, as the chief executive officer (CEO) of the Foundation, shall prepare and submit to the Board plans, suggestions and recommendations as to policies and practices to be pursued by the Foundation. The Executive Vice President/CEO shall be an ex-officio member of the Board, of all committees of the Board, and other committees of the Foundation, but shall have no vote. The Executive Vice President/CEO shall prepare an annual report and such other reports of the administrative and other activities of the Foundation for submission to the Board at any regular or special meeting of the Board with recommendations.

Section 5.08. Removal of Board Members

An elected member of the Board of Directors may be removed for cause by a vote of the members in accordance with procedures established by the Board of Directors. Alternatively, the Board of Directors may remove an elected member of the Board of Directors for cause in accordance with the following procedures. After initial investigation of the grounds for removal, a 2/3 vote of the Executive Committee will be required to initiate a removal action. The Board Member considered for removal must be properly notified at least 30 days prior to the meeting, and he or she shall have the right and opportunity to be heard by the Board of Directors prior to taking the final vote and action.

For purposes of Board removal of an elected director, “for cause” shall mean:

The board of directors of a membership corporation or non-membership corporation may remove a director who:

1. Has been declared of unsound mind by a final order of court;
2. Has been convicted of a felony:
3. Has been found by a final order of court to have breached a duty in Section 29-406-30 through 29-406-33 of the District of Columbia Nonprofit Corporations Act of 2010;
4. Has; failed to attend three consecutive meetings of the Board of Directors without good cause or approval of such absences by the President; or

Does not satisfy at the time any of the qualifications for directors set forth in the articles of incorporation or bylaws at the beginning of the director’s current term, if the decision that the director fails to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications.

Section 5.09. Vacancies

A vacancy in any director position because of death, resignation, removal, disqualification or otherwise, will be filled by the Board of Directors for the unexpired portion of the term.

5.09.1. At-Large Director: Should an At-Large Director be unable to complete their four-year term, and there are two-years or less left on the unexpired term, the President will appoint an At-Large Director from the appropriate category (Academic or Private Practice) to complete the unexpired term. Should there be more than two-years left on the unexpired term, the Nominating Committee will process this position in addition to the scheduled election of two At-Large Directors for election on the Academy-wide ballot. That individual will serve only a two-year term, not the standard four-years and then be eligible to run for an additional four-year term.

5.09.2. Coordinator Positions: Should any Coordinator be unable to complete their four-year term and a Coordinator-Elect has been chosen, the Coordinator-Elect will be installed as Coordinator to serve the remaining portion of the unexpired term and then complete the entire four-year term for which they were chosen. Should there be between one and two-years remaining on the unexpired term, the President will appoint an individual to complete the remainder of the unexpired term. The standard search committee driven process to identify a Coordinator-Elect will take place as scheduled and the individual chosen will serve one-year as the Coordinator-Elect and then complete their entire four-year term as Coordinator. Should there be greater than 2-years left on the unexpired term, the President will appoint a search committee which will identify and recommend an individual to serve a four-year term as Coordinator, with no Coordinator-Elect year included. This selection must be approved by the Board of Directors.

Section 5.10. Removal of Officers

An elected officer may be removed for cause by a vote of the members in accordance with procedures established by the Board of Directors. Alternatively, the Board of Directors may remove an elected officer for cause in accordance with the following procedures. After initial investigation of the grounds for removal, a 2/3 vote of the Executive Committee will be required to consider action. Such removal action may be taken at any regular or specially called meeting of the Board. The officer considered for removal must be properly notified at least 30 days prior to the meeting, and they shall have the right and opportunity to be heard by the Board of Directors prior to taking the final vote and action. For purposes of Board removal of an elected officer, “for cause” shall mean:

• Failure to fulfill the duties and requirements of the elected office or position as described in the bylaws
• Unresolved conflicts of interest that are considered detrimental to the integrity and mission of the Academy/Foundation
• Statements (written, spoken, social media, etc…) which are in conflict with, or considered detrimental to, the integrity and mission of the Academy / Foundation
• Felony convictions
• Loss of medical licensure for cause
• Verified impairment or health/ mental health issues that prevent the officer from carrying out his/her duties for a period of at least 90 consecutive days and which cannot be mitigated through reasonable accommodations Impairment or unresolved health / mental health issues that are considered detrimental to the integrity and mission of the Academy/Foundation

Section 5.11. Vacancies

5.11.1 Executive Vice President/CEO: In the event of a vacancy in the EVP/CEO position, the Executive Committee with approval of the Board of Directors will appoint a temporary EVP/CEO until a replacement EVP/CEO is hired pursuant to these Bylaws.

5.11.2. President: If there is less than six months remaining on the President’s term, the President-Elect will be installed as President and complete the remaining time of the term prior to serving the complete term for which he/she was elected. If there are more than six months on the existing President’s term to serve, the remaining time will be split evenly between the Past-President and the President-Elect. The President-Elect will then serve the complete term for which he/she was elected.

5.11.3. President-Elect: If the President-Elect is unable to serve his or her term and subsequently the Presidency, the candidate who unsuccessfully ran will be offered the opportunity to serve as President-Elect and subsequently President. Should that unsuccessfully ran candidate choose not to assume the role, the President will appoint a search committee who will identify and recommend an individual to fill the role of President-Elect and subsequently President. This individual will then be approved by the Boards Directors prior to assuming office.

5.11.4. Secretary-Treasurer: If there is less than one year remaining on the Secretary-Treasurer’s term, the Secretary-Elect will assume the office immediately and for the remainder of the unexpired term and then complete the four-year term for which they were elected. Should there be between one and three years remaining on the unexpired term, the President will appoint an individual to serve in the role until the term expires. The individual elected in the regularly scheduled election for Secretary/Treasurer after the vacancy is filled will serve a year as Secretary/Treasurer-Elect and then complete a four-year term as Secretary/Treasurer.

Section 6.01. Executive Committee

The Executive Committee shall consist of the President, the most recent living Past President, the President-Elect, the Secretary Treasurer, the Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., and two (2) At-Large Directors who are serving the fourth and final year of their term. The Chair-Elect of the Board of Governors and the Secretary-Treasurer Elect shall be standing guests of the Executive Committee and shall participate in all discussions, but shall have no vote. The Executive Vice President/CEO is an ex-officio member of the Executive Committee without vote. The Executive Committee shall have, between meetings of the Board, all the powers and responsibilities conferred upon the Board by law or these Bylaws with respect to the operations of the Foundation. The Secretary-Treasurer shall verify that official records of the proceedings of the Executive Committee are taken. The minutes shall be submitted for review and approval by the Executive Committee at the next succeeding meeting of the Executive Committee. The approved minutes of the meetings of the Executive Committee shall be submitted to the Board of Directors at the next succeeding meeting of the Board of Directors. The President shall act as Chair of the Executive Committee and, in his absence, the President-Elect shall act as Chair; and in the absence of both, the Secretary-Treasurer shall act as Chair. The Committee shall convene for the transaction of business at the call of the Chair. Items of business to be conducted by this committee shall include any matters as may require attention between regular or special meetings of the Board. The Executive Committee may request that the Board be convened to ratify actions and recommendations of the Executive Committee, in accordance with these Bylaws.

Section 6.02. Articles of Incorporation and Bylaws Committee

The Articles of Incorporation and Bylaws Committee shall consist of three members of the Board of Directors. The three members shall be appointed by the President-Elect, who shall also designate a Chair, and the three will serve staggered terms of no longer than three years. This Committee shall consider revisions of the Articles of Incorporation and Bylaws and shall, if deemed desirable, recommend amendments to the Board of Directors. The Committee shall also perform such other functions as may be assigned to it by the Board of Directors.

Section 6.03. Science and Educational Committee

The Science and Educational Committee (SEC) shall consist of the Foundation Coordinators and will provide a forum for collaboration among Foundation volunteer and staff leadership. The SEC shall act as advisors to the AAO-HNSF Board of Directors on critical trends and issues that have an impact on the Foundation’s scientific, educational and research efforts. The SEC will function in its advisory capacity at both the programmatic and strategic/visionary levels. The Foundation Coordinators shall appoint the SEC Chair each year. The Deputy Executive Vice President/COO shall serve as an ex officio member without vote.

Section 6.04. Audit Committee

The Audit Committee shall consist of three voting Fellows or Members of the Academy who are not members of the Board of Directors elected by the Voting Fellows or Members to staggered three-year terms. In addition, the President shall appoint one of the new Directors to a three year term on the Audit Committee each year resulting in a six-member committee all of whom are elected by the membership. Elected members of the Audit Committee shall be eligible to run for a second consecutive term and thereafter will not be eligible for re-election to the Audit Committee until three (3) years have elapsed following the close of their last term. The Secretary-Treasurer shall serve on the committee as an ex-officio member with vote. The Audit Committee shall elect its own chair each year.

The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) the audit of the organization’s books and records and (2) the system of internal controls that the organization has established. The Audit Committee may rely on the professional expertise of an independent auditor and should establish an understanding with the outside auditors for maintaining an open and transparent relationship and accountability to the Board and the committee.

Section 6.05. Ethics Committee

The Ethics Committee shall consist of a Chair, who is an ex-officio, non-voting member of the Board of Directors, and fifteen voting Fellows or Members of the Academy who do not serve as members of the Board of Directors. The Chair will serve one four-year term with a possible two-year extension at the discretion of the Executive Committee. Other than the Chair, the members of the Ethics Committee are selected by the President-Elect, based on recommendations from the Ethics Committee Chair. The President-Elect shall name his or her nominees for committee positions which shall become vacant following the next annual meeting of the Foundation. The Board of Directors shall then approve or disapprove each nominee prior to the Foundation’s annual meeting. In the event that the Board of Directors shall disapprove any nominee, an additional nominee or nominees shall be presented to the Board of Directors by the President-Elect. Each committee member shall be eligible for reappointment to two successive two-year terms and after serving three successive terms, shall be eligible for reappointment after the passage of two years. The President-Elect may appoint consultants to the committee who are not voting Fellows or Members and who shall have no committee vote.

The Ethics Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) development and enforcement of the Code for Interactions with Companies and the Code of Ethics; (2) the management of potential conflicts of interest; (3) the oversight of policy recommendations regarding ethical issues to the Board of Directors for its action; and (4) upholding the procedural guidelines for the AAO-HNS disciplinary proceedings.

Section 6.06. EVP Performance Evaluation and Compensation Committee

The EVP Performance Evaluation and Compensation Committee (EVP PEC) shall consist of the President, the immediate Past President, the President-Elect, and the Secretary/Treasurer. The President shall serve as the Chair of the EVP Performance Evaluation and Compensation Committee. The EVP Performance Evaluation and Compensation Committee shall convene for the transaction of business at the call of the Chair. Items of business to be conducted by this committee shall include any matters as may pertain to the compensation and evaluation of the Executive Vice President/CEO. All actions/motions taken by the EVP Performance Evaluation and Compensation Committee shall be recorded. The EVP Performance Evaluation and Compensation Committee must present all proposed actions and recommendations to the Executive Committee for endorsement. The Board must ratify actions and recommendations proposed by the EVP Performance Evaluation and Compensation Committee and endorsed by the Executive Committee, in accordance with these Bylaws.

Section 6.07. Finance and Investment Subcommittee (FISC)

The Finance & Investment Subcommittee (FISC) of the AAO-HNS/F Executive Committees shall have the responsibility of overseeing the financial affairs of the AAO-HNS/F. The FISC shall consist of three members who serve for staggered three year terms. Members may serve a second term of three years but may not serve more than six consecutive years on the FISC. Members may be reappointed to the FISC only after three years have elapsed following the close of their last term. Each year, as one member rotates off the subcommittee, the incoming President will appoint a new member to the subcommittee from either a current or past member of the Boards to ensure familiarity with current fiscal issues. In addition to the three members appointed by the incoming President, the Secretary–Treasurer of the Boards shall serve as the Chair of the FISC as a voting member.

The Treasurer/Financial Officer of the Women in Otolaryngology (WIO) Section shall also have a seat on the Finance and Investment Subcommittee (FISC) to further collaboration between the FISC and the WIO Endowment Committee. Her term of office on the FISC shall coincide with her term as the WIO Section’s Treasurer/Financial Officer.

The authority and responsibilities of FISC include periodically reviewing and making any necessary recommendations to the Executive Committees regarding:

1. Provide regular reports to the Executive Committees.
2. Oversight of the Academy/Foundation’s financial activity including, but not limited to, risk management, cash flow management, insurance, performance against budget, and investment policies and performance.
3. In conjunction with staff, the preparation and presentation of the Annual Operating Budget.
4. Financial resolutions submitted to the Boards for action.

The Subcommittee may delegate authority to staff when appropriate. The Subcommittee will meet at least quarterly and additionally as appropriate. A majority of the members shall constitute a quorum.

Section 6.08. Special Committees

The Board shall have authority to establish, appoint, or terminate special committees and to confer upon each such duties and authority deemed necessary and appropriate. Special committees shall be made up of such voting Fellows or Members as appointed by the President-Elect subject to approval of the Board of Directors to staggered two-year terms. The President-Elect shall name his or her nominees for committee positions, including committee chairs, for which he or she will have nominating responsibility and which shall become vacant following the next annual meeting of the Foundation. The Board of Directors shall approve or disapprove each nominee prior to its annual meeting. In the event that the Board of Directors shall disapprove any nominee, an additional nominee or nominees shall be presented to the Board of Directors by the President-Elect. Each member shall be eligible for reappointment to two successive two-year terms with the approval of the Committee Chair and the President-Elect and may serve a maximum of six years. Any committee member shall be re-appointable after the passage of two years. The President-Elect may appoint consultant members who are not voting Fellows or Members of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. and who shall have no vote. The President-Elect shall designate one member as Chair, subject to approval by the Board of Directors. The jurisdiction and responsibility of each committee shall be at the discretion of the Board of Directors.

Section 6.09. Ad Hoc Committees

The Board, or the President with Board approval, shall have authority to establish and appoint ad hoc committees and to confer upon each duties and authority deemed necessary and appropriate.

Section 6.10. Coordinators

(a) The Board shall have the authority to establish or eliminate the positions of Coordinator, whose role is to advise on and coordinate specific Foundation programs and activities. The Board shall appoint voting Fellows or Members in good standing to fill such Coordinator positions. Coordinators shall serve a single four-year term and may not be re-appointed to the same position until four years have elapsed from the end of their completed term. The jurisdiction and responsibility of each Coordinator shall be determined by the Board of Directors and described in the current Academy/Foundation Member Handbook.

(b) Coordinators shall be approved and appointed by the Board of Directors the year proceeding the year that will mark the close of the term of office of the incumbent Coordinator in order to allow for an orderly transition of responsibilities. If a new Coordinator is appointed, the newly appointed Coordinator shall have the title of Coordinator-Elect and shall automatically succeed to the office of Coordinator upon the close of the incumbent Coordinator’s term of office, or prior thereto if for any reason the incumbent Coordinator is unable to fulfill his or her term of office.

Section 7.01. Compensation

The Board shall be authorized and empowered to establish and pay reasonable compensation, consultant fees, per diem and expenses for all officers, directors, employees and agents of the Foundation for services rendered in its behalf.

Section 7.02. Fiscal Year

The Fiscal Year of the Foundation shall be the twelve (12) month period beginning July 1, and its fiscal books and records shall be kept on the accrual accounting basis.

Section 7.03. Waiver of Notice

Whenever any notice is required to be given by law, the Articles of Incorporation, or these Bylaws, a waiver of such notice may be executed in writing by the person or persons entitled to the notice, whether before, during, or after the time stated therein, and such waiver shall constitute the equivalent of receiving such notice.

Section 7.04. Indemnification of Directors and Officers

The Board may exercise the full extent of the powers which the Foundation has under District of Columbia law, as such law exists from time to time, to indemnify directors, officers, employees, volunteers and agents for expenses incurred by reason of the fact that they are or were directors, officers, employees, volunteers or agents of the Foundation or are or were serving at its request or by its election as a member, director, or officer of another corporation or organization. Such expenses shall include attorneys’ fees, judgments, fines, amounts paid in settlement, and amounts otherwise reasonably incurred. The Board may make advances against such expenses upon terms decided by it. The Board may exercise the full extent of the powers which the Foundation has under District of Columbia law, as such law exists from time to time, to purchase and maintain insurance against the risks above described on behalf of its members, directors, officers, employees, volunteers and agents.

Section 7.05. Seal

The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, District of Columbia.” The corporation may alter and change said seal at its pleasure; said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

These Bylaws adopted by the Foundation may be amended by the affirmative vote of a majority of the Board of Directors and with approval of the member at a meeting of the member provided, however, that no amendment shall be acted upon unless written notice, setting forth the substance of the proposed amendment, and the time and place of meeting, shall have been sent to the Board of Directors at least thirty (30) days in advance of the meeting.