By-Laws

Section 7. Participation in Meetings by Conference. Any or all Members may participate in a meeting by means of a telephone conference, electronic video screen communication or similar communications equipment. Participation may be for the entire meeting or only a specific vote; provided each participating Member must be present for discussion of the voting matter before casting a vote. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each individual may participate in all matters before the Members, including, but not limited to, proposing, objecting to and voting upon a specific action taken at the meeting.

ARTICLE V

BOARD OF DIRECTORS

Section 1. Number and Term of Office. The Board of Directors shall consist of the Officers of the RRRS elected by the Members at their Annual Meeting. They shall serve a term of one (1) year, or until their successor is elected. Each Director may serve more than one (1) year term. The number of Directors may be changed by a vote of the majority of the entire Board of Directors, provided that no decrease in the number of Directors shall shorten the term of any incumbent Director. As used in these By-Laws, "entire Board of Directors" means the actual number of Directors in office as of the most recently held election of Directors.

Section 2. Representation. The Board of Directors shall strive to elect Directors who are representative of all specialties, all Members, and all parts of the Membership Area and reflect the professionalism and inclusive opportunity goals of RRRS.

Section 3. Powers and Duties. The property, business, and affairs of RRRS shall be managed by the Board of Directors. The Board of Directors shall have, in addition to the power and authority expressly conferred upon it by these By-Laws, the right, power and authority to exercise all such powers and perform such acts as may be exercised or done by the RRRS as a not-for-profit corporation organized under the NPCL but subject to the laws of the State of New York and to the provisions of the Certificate of Incorporation and these By-Laws including the provisions conveying certain powers exclusively to the Members of RRRS in Article IV, Section 6 of these By-laws.

Section 4. Resignation and Removal.

(a) Any Director may resign at any time by giving written notice to the President. A resignation shall take effect at the time specified therein or, if no time be specified, then on delivery. The Board of Directors is not required to accept the resignation for the resignation to take effect.

(b) Any Director may be removed with cause by vote of at least three-fourths of the entire Board of Directors. Prior to taking any action, the President will advise the Director of the impending removal, advise the Director of the reasons therefore, and afford the Director the opportunity to respond in writing.

Section 5. Vacancies. Vacancies in any Director position may be filled by the Board of Directors with eligible individuals to serve until the next Annual Meeting of the Members.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section1. Annual Meeting. The Board of Directors shall hold an Annual Meeting for the election of Officers and the transaction of other business, in the last quarter of each calendar year on any day in that quarter as determined by the Board of Directors.

Section 2. Other Meetings. Other meetings of the Board of Directors shall be held whenever called by the President.

Section 3. Notice of Meetings. Notice of a meeting shall be given orally, by e-mail or by mail and shall state the purposes, time and, if an in-person meeting, the place of the meeting. If notice is given orally, in person or by telephone, it shall be given not less than one (1) day before the meeting; if it is given by e-mail or by mail, it shall be given not less than five (5) days before the meeting. If notice is sent by e-mail, notice is given when directed to the individual’s e-mail address provided by the individual to RRRS; provided, that notice shall not be deemed delivered if: (a) RRRS is unable to deliver two (2) consecutive notices to the individual by e-mail; or (b) RRRS otherwise becomes aware that notice cannot be delivered to the individual by e-mail.

Section 3. Quorum. Presence of at least a majority of the entire Board of Directors shall constitute a quorum.

Section 4. Waiver of Notice. Notice of a meeting need not be given to any Director: (a) who submits a waiver of notice either before or after the meeting; or (b) who participates in the meeting without protesting the lack of notice to him prior to or at the start of the meeting. Waivers may be provided: (1) in a writing signed by the Director either in hard copy or by affixing a signature by any reasonable means (e.g., electronic signature); or (2) by e-mail that includes information from which the recipient can reasonably determine that the transmission was authorized by the Director submitting the waiver.

Section 6. Voting by the Board of Directors.

a. Each Director shall have one vote. Directors shall not vote by proxy.

b. The vote of a majority of the Directors present at a meeting at which a quorum is present shall constitute action by the Board of Directors, except as set forth in these by-laws.

Section 7. Board Vote Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents of the Board shall be filed with the minutes of the Board. Consents may be provided: (a) in a writing signed by the Director either in hard copy or by affixing a signature by any reasonable means (e.g., fax signature); or (b) by e-mail that includes information from which the recipient can reasonably determine that the transmission was authorized by the Director.

Section. 8. Participation in Meetings by Conference. Any or all Directors may participate in a meeting by means of a telephone conference, electronic video screen communication or similar communications equipment. Participation may be for the entire meeting or only a specific vote; provided each participating Director must be present for discussion of the voting matter before casting a vote. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each individual may participate in all matters before the Board, including, but not limited to, proposing, objecting to and voting upon a specific action taken at the meeting.

ARTICLE VII

OFFICERS

Section 1. Offices and Primary Practice Sites. The Officers of RRRS shall be the President, Vice President, Secretary, and Treasurer. The Officers of RRRS must be Active Members in good standing. Two (2) or more offices may not be held by the same person. No employee of RRRS shall serve as an Officer.

Section 2. Succession and Election. The Officers of RRRS shall be elected by the Board of Directors at its Annual Meeting by a simple majority of those Directors present and voting who constitute quorum.

ARTICLE VIII

DUTIES OF OFFICERS

Section 1. President. The President shall be the presiding officer of RRRS and shall perform all of the duties which custom and parliamentary practice associate with the office of the President. The President shall be a member ex-officio of all committees.

Section 2. Vice President. The Vice President shall have such powers and shall perform such duties as may be assigned by the Board of Directors or the President.

Section 3. Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors, and shall assure that any minutes of all such meetings are kept in a proper order; that all notices required to be given by RRRS are duly given and served; and that a current list of RRRS’s Members, Directors and Officers is maintained. The Secretary shall ensure maintenance of the minutes of all meetings of Directors, and of all other contracts and documents which are not in the custody of the Secretary or in the custody of some other person authorized by the Board of Directors to have such custody. The Secretary shall perform all other duties customarily incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors or the President.

Section 4. Treasurer. The Treasurer shall ensure that books of account and records be maintained; have oversight of, and be responsible for, all funds and securities of RRRS; and deposit all such funds in the name of and to the credit of RRRS in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall perform all other duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors or the President.

Section 4. Term of Office. The President, the Vice President, the Secretary, and the Treasurer each shall be elected at the Annual Meeting of the Board of Directors and serve a term of one (1) year, or until their successors are elected.

Section 5. Removal. Any Officer may be removed with cause by a vote of at least three-fourths of the entire Board of Directors. Prior to taking any action, the President will advise the Officer of the impending removal, and the reasons therefore and afford the Officer the opportunity to respond in writing.

Section 6. Resignation. Any Officer may resign his or her office at any time by giving written notice to the President or the Secretary. A resignation shall take effect at the time specified therein, or, if no time is specified, then on delivery. The President or Secretary is not required to accept the resignation for the resignation to take effect.

Section 7. Vacancies. Any vacancy in the office of the Vice-President, Secretary, or Treasurer shall be filled for the unexpired term by a majority vote of the Board of Directors for the unexpired portion of the term at a meeting called for this purpose. Any vacancy in the office of the President shall be filled by the Vice-President for the unexpired term.

ARTICLE IX

COMMITTEES

Section 1. Formation. The Board of Directors may form such committees as it deems fit and appoint the members of any such committee.

Section 2. Committee Meetings, Minutes, and/or Reports. Meetings of committees shall be held at such time and place as may be fixed by the chair of the committee or by vote of a majority of all the members of the committee. Each committee shall present a summary of its activities at each meeting of the Board of Directors.

Section 3. Committee Action by Conference Telephone. Any one or more committee members may participate in a meeting of such committee by means of a conference telephone, electronic video screen communication or similar equipment which allows all persons participating in the meeting to hear each other at the same time and each individual may participate in all matters before the Board or committee, including, but not limited to, proposing, objecting to and voting upon a specific action taken at the meeting. Participation by such means shall constitute presence in person at such a meeting.

Section 4. Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board of Directors a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the majority vote of committee members present at a meeting at which a quorum is present shall constitute action by a committee. The procedures and manner of acting of all committees shall be subject at all times to the directions of the Board of Directors.

Section 5. Chair Terms. The Board shall appoint the chair of each committee to serve a three (3) year initial term. Committee Chairs may be reappointed for additional three (3) year terms.

ARTICLE X

INDEMNIFICATION AND INSURANCE

Section 1. Authorized Indemnification. Unless clearly prohibited by law or Section 2 of this Article, RRRS shall indemnify any person ("Indemnified Person") made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of RRRS, by reason of the fact that he or she whether before or after adoption of this Section, (a) is or was a Director or Officer of RRRS, or (b) in addition is serving or served, in any capacity, at the request of RRRS, as a Director or Officer of any other organization, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided RRRS shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.

Section 2. Prohibited Indemnification. The Society shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person establishes, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 3. Advancement of Expenses. The Society shall, on request of any Indemnified Person who is or may be entitled to be indemnified by RRRS, pay or promptly reimburse the Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay RRRS, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Section 2 of this Article.

Section 4. Proceedings Initiated by Indemnified Person. Notwithstanding any other provision in this Article, RRRS shall not indemnify or advance expenses to an Indemnified Person for any liability or costs incurred in a proceeding or claim initiated or brought voluntarily by an Indemnified Person and not by way of defense (such as by counterclaim, cross-claim or third-party claim) or participated in as an intervenor or amicus curiae by the person seeking indemnification, unless such indemnification or advancement of expenses is found to be appropriate and is approved by the Board of Directors.

Section 5. Indemnification of Others. Unless clearly prohibited by law or Section 2 of this Article, the Board of Directors may approve Society indemnification as set forth in Section 1 of this Article or advancement of expenses as set forth in Section 3 of this Article, to a person (or the testator or intestate of a person) who is or was employed by RRRS or who is or was a volunteer for RRRS, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of RRRS in any capacity for any other organization, partnership, joint venture, trust, employee benefit plan or other enterprise. If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under the applicable law and these By-laws.

Section 6. Binding Effect. Any person entitled to indemnification under these By-laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these By-laws with respect to any event, action or omission occurring prior to the date of such amendment.

Section 7. Insurance. The Society shall purchase Directors’ and Officers’ liability insurance if authorized and approved by the Board of Directors.

ARTICLE XI

GENERAL

Section 1. Adoption of Policies and Procedures. The Board of Directors by resolution, shall adopt such policies and procedures as it may deem necessary and appropriate to the operation of RRRS, including, but not limited to, a Code of Conduct; provided, however, that no policy or procedure may be adopted that is contrary to these By-Laws and applicable law as may be amended from time to time.

Section 2. Loans to Directors and Officers. No loans shall be made by RRRS to its Directors or Officers, or to any other corporation, firm, association, or other entity in which one or more of its Directors or Officers are directors or officers or hold a substantial financial interest except as allowed by law.

Section 3. Fiscal Year. The fiscal year of RRRS shall begin on January 1 and end on January 31.

ARTICLE XII

AMENDMENT OF BY-LAWS

The By-Laws of RRRS may be amended or repealed at any meeting of the Members, provided that each such proposed amendment is presented to the members by mail or email at least thirty (30) days prior to the meeting at which the proposed amendment is to be acted upon.

Rochester Roentgen Ray Society, Inc.

08/25/2025