Board Of Directors

BY-LAWS OF THE CORPORATION

ARTICLE I - NAME, LOCATION, CORPORATE SEAL
The name of the corporation is MASSACHUSETTS SOCIETY FOR RESPIRATORY CARE, Inc. The principal office of the corporation shall be located at P O Box 685 Beverly, Massachusetts 01915-0010. The corporate seal shall be circular in form and have inscribed thereon the corporation name, year of incorporation and the word "Massachusetts".
ARTICLE II - BOUNDARIES
The area included within the boundaries of the corporation shall be the Commonwealth of Massachusetts. The Board of Directors shall determine the boundaries of the chapters within the Commonwealth.
ARTICLE III - PURPOSE
The corporation is organized to sponsor and encourage, on a regional and statewide basis, educational programs for those persons interested in the field of respiratory care: to advance the science, technology, ethics and art of respiratory care through state, interstate and intrastate institutes, meetings, lectures, newsletters and other materials; and to facilitate cooperation between respiratory care personnel and the medical profession, hospitals, government agencies, service companies, industry and other agencies or organizations interested in respiratory care or pulmonary medicine; except that the corporation shall not engage in the unauthorized practice of medicine under the laws of the Commonwealth, and except that no part of the funds, income or property shall be distributed nor inure to the benefit of any private member or individual, nor shall the corporation perform particular services for individual members thereof.
ARTICLE IV - MEMBERS
Section 1. Classes. The membership of the corporation shall include three (3) classes: Active Member, Associate Member, and Special Member.
Section 2. Prerequisites. Applicants for membership shall meet qualifications of ethical practice and suitable moral standards as determined by the membership committee. Active members shall be high school graduates or have evidence of equivalent education.
Section 3. Active Member. An Individual is eligible if he/she lives in the U.S. or its territories or was an Active Member prior to moving outside its borders or territories, and meets ONE of the following criteria: (1) is legally credentialed as a respiratory care professional if employed in a state that mandates such, OR (2) is a graduate of an accredited educational program in respiratory care, OR (3) holds a credential issued by the NBRC. An individual who is an AARC Active Member in good standing on December 8, 1994 will continue such provided his/her membership remains in good standing.
Section 4. Associate Member or Special Member. Individuals who hold a position related to respiratory care but do not meet the requirements of Active Member shall be Associate Members. They have all of the rights and benefits of the Association except to hold office, vote, or serve as chair of a standing committee. The following subclasses of Associate Membership are available: Foreign, Physician, and Industrial (individuals whose primary occupation is directly or indirectly devoted to the manufacture, sale, or distribution of respiratory care equipment or supplies). Special Members are those not working in a respiratory care-related field.
Section 5. Student Member: Individuals will be classified as Student Members if they meet all the requirements for Associate Membership and are enrolled in an educational program in respiratory care accredited by, or in the process of seeking accreditation from, an AARC recognized agency.
Section 6. Application and Dues: The corporation membership application procedure and the membership dues shall be established by the Board of Directors. {Note: the intent here is that the Board would designate that the application procedure would be that "application to the corporation is made by applying for membership to the AARC" until such time as the Board may wish to have separate corporate membership.}
Section 7. AARC Members: All members of the American Association for Respiratory Care (AARC_ shall be members of the corporation in the membership category corresponding to their AARC membership category.
ARTICLE V - DIRECTORS
Section 1. Powers. The Board of Directors, subject to any action at any time taken by such members as then have the right to vote, shall have the entire charge, control and management of the corporation, its property and business and may exercise all or any of its powers.
Section 2. Composition. The Board of Directors shall consist of the President, President-Elect, Vice-President, Secretary, Treasurer, Immediate Past-President, Delegate and Alternate Delegate to the A.A.R.C. House of Delegates, and a maximum of two (2) representatives from each chapter. An industrial representative may be selected by the vendors of the state, and upon approval of the Board shall be a member with voting powers.
Section 3. Election. Except that the Chapter-Representative-Directors shall be elected by the Chapters,the Board of Directors shall be elected as specified in Article VIII.
Section 4. Vacancies. Any officer vacancy at any time existing in the Board shall be filled as specified in ARTICLE VI. Any Delegate or Alternate Delegate vacancy shall be filled as specified in ARTICLE IX, Section 6. Any vacancy existing as to a Chapter-Representative-Director shall be filled by vote of the Chapter members or Board of Directors.
Section 5. Enlargement of the Board. The number of the Board of Directors may be increased and one or more additional Directors elected at any special meeting of the members, called at least in part for that purpose, or by the Directors by vote of a majority of the then Directors.
Section 6. Tenure. Directors may resign by delivering their written resignation to the corporation at its principal office or to the President or Secretary. Resignations shall be effective upon receipt unless they are specified to be effective at some other time or upon the happening of some other event.
Section 7. Removal. Upon refusal or neglect of any member of the Board to perform the duties of that office, or for any conduct deemed prejudicial to the corporation, the Board of Directors shall have the power to declare an office or directorship vacant by a two-thirds (2/3) vote. Written notice shall be given to the member that the office has been declared vacant. Absence at four (4) of the board meetings in any calendar year may be cause for removal of an officer or director.
Section 8. Action at Meeting. At any meeting of the Directors at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by the majority of those present and voting, unless a different vote is required by law, the Articles of Organization, or these By-Laws.
Section 9. Special Action. Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Directors meetings. Such consent shall be treated as a vote of the Directors for all purposes.
Section 10. Executive Committee. The Executive Committee of the Board of Directors shall consist of the President, President-Elect, Vice-President, Immediate Past-President, Secretary, Treasurer, Delegate and Alternate Delegate. They shall have the power to act for the Board of Directors between meetings of the Board of Directors and such action shall be subject to ratification by the Board at its next meeting.
Section 11. Multiple Offices. No officer or delegate shall hold Chapter office simultaneously.
ARTICLE VI - OFFICERS
Section 1. Officers. The officers of the corporation shall be President, President-Elect (who shall automatically succeed to the Presidency upon the expiration of the President's term of office), Immediate Past-President, Vice-President, Treasurer, and Secretary.
Section 2.Powers and Duties.
a. President. The President shall be the chief executive officer of the corporation. The President shall preside at all meetings and at all meetings of the Board of Directors; prepare an agenda for the annual business meeting; prepare an agenda for each meeting of the Board of Directors ting; appoint standing and special committees subject to the approval of the Board of Directors; be an ex-officio member of all committees except the Elections and Nominations Committees; present to the Board of Directors and membership an annual report of the activities of the corporation.
b. President-Elect. The President-Elect shall become acting President and shall assume the duties of the President in the event of the President's absence, resignation, or disability, and shall perform such other duties as shall be assigned by the President or the Board of Directors.
c. Vice-President. The Vice-President shall assume the duties but not the office of the President-Elect in the event of the President-Elect's absence, resignation, or disability, and will also continue to carry out the duties of the Vice-President as shall be assigned by the President or the Board of Directors. The Vice-President shall function as Chairperson of the Program and Education Committee.
d. Treasurer. The Treasurer shall have charge of all funds and securities of the Corporation: and shall have custody of the corporate seal; endorse checks, notes, or other orders for payment of bills; disburse funds as authorized by the Board of Directors and/or in accordance with the adopted budget, and deposit funds as the Board of Directors may designate. The Treasurer shall submit written financial reports in a timely fashion to the Board of Directors as well as a written quarterly financial report to the AARC. The Treasurer shall also submit tax forms to the IRS at the appropriate time.
e. Secretary. The Secretary shall be sworn; shall be Secretary both of the Directors and the Corporation; shall have charge of keeping the minutes of the Board of Directors regular business meetings and the annual business meeting, submitting a copy of the minutes of every meeting of the governing body and other business of the corporation to the Executive Office of the AARC within ten (10) days following the meeting; execute the general correspondence; affix the corporate seal on documents so requiring, and in general, perform all duties as from time to time shall be assigned by the President or the Board of Directors, and be Chairperson of Chapter Affairs. In the absence of the Secretary from any meeting, a Secretary pro tempore shall be chosen. If the Secretary is not a resident of the Commonwealth, the Board of Directors shall appoint a resident agent.
Section 3. Vacancies in Office.
a. In the event of a vacancy in the office of President, the President-Elect shall become acting President to serve the unexpired term and shall serve their own, the successive one, as President.
b. In the event of a vacancy in the office of President-Elect, the Vice-President shall assume the duties, but not the office, of President-Elect as well as their own until the next meeting of the Board of Directors at which time the Board shall may elect a qualified member of the corporation to fill the vacancy or may hold a special election by the members of the corporation.
c. In the event of a vacancy in any other office or any other position on the Board of Directors, the Directors may elect a qualified member of the corporation to fill the vacancy.
Section 4. Term of Office. The term of office for corporate officers shall be for one (1) year. The terms shall begin on January 1.
ARTICLE VII - NOMINATIONS AND ELECTIONS
Section 1. Nominations Committee. Each year at least one hundred and twenty (120) days before the annual business meeting, the Board of Directors shall elect a Nominations Committee to prepare a slate of nominees for the following year. At least ninety (90) days prior to the annual business meeting, the Chairperson shall present the slate of nominees to the Board of Directors for approval.
Section 2. Nominations.
a. The Nominations Committee may place in nomination the names of one or more persons for the offices of President-Elect, Vice-President, Secretary, Treasurer, and Alternate Delegate.
b. Only Active Members in good standing shall be eligible for nomination.
c. The Nominations Committee shall provide a pertinent biographical sketch of each nominee's professional activities and services to the organization, all of which shall be a part of the ballot.
d. Upon written petition of ten (10) active members or five (5) percent of the active membership, whichever is the greater number, filed at the office of the corporation, not less than sixty (60) days prior to the annual business meeting, any other member or members may be nominated. If a nominating petition is so filed, such further nominations shall be placed on the ballot.
Section 3. Ballot.
a. The slate of nominees and biographical sketches shall be mailed to every Active Member in good standing and eligible to vote at least thirty (30) days prior to the annual business meeting.
b. If the Board of Directors specifies that the vote shall be by mail, the list of nominees shall be so designed as to be a secret mail ballot with provisions for write-in votes for each office. Ballots, to be acceptable, must be postmarked at least five (5) days before the annual business meeting. The deadline date shall be clearly indicated on the ballot. c. If the vote is to be conducted at the annual business meeting, the date time and place shall be clearly indicated on the ballot. Provision shall be made for absentee ballots which allows all eligible members the opportunity to vote.

Section 4. Elections Committee. The President shall appoint an impartial Election Committee which shall check the eligibility of each ballot and tally the votes at the annual business meeting. The results of the election shall be announced at the annual business meeting.
ARTICLE VIII - MEETINGS
Section 1. Board of Director Meetings
a. The Board of Directors shall hold at least two (2) regular and separate meetings in addition to the annual business meeting during a calendar year.
b. Special Meetings. Special meetings of the Board of Directors may be called by the President at such times as the business of the corporation may require, or upon written request of a majority of the members of the Board of Directors filed with the President and Secretary of the corporation.
c. Quorum. A number determined by the Board of Directors but not fewer than 8, shall constitute a quorum at any meeting of the Board.
d. Directors may send a proxy who shall have voting powers, but whose presence will not count as if the Director is present. Their presence shall be counted for purposes of attaining a quorum.
e. Notices. Notices of any special meeting of the Directors shall be given by the Secretary to each of the Directors by mailing to each, postage prepaid, and addressed to the Directors at their address as registered on the books of the corporation, or if not so registered, at their last known home or business address, a written notice of such meeting at least four days before the meeting or delivering such notice to him/her at least forty-eight hours before the meeting, or by sending to him/her at least forty-eight hours before the meeting. by prepaid telegram addressed to them at such address, notice if such meeting. If the Secretary refuses or neglects for more than twenty-four hours after receipt of the call to give notice of such special meeting, or if the office of Secretary is vacant or the Secretary is absent from the Commonwealth, or incapacitated, such notice may be given by the officer or one of the Directors calling the meeting. Notice need not be given to any Director if a written waiver of notice, executed by the Director before or after any meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him/her. A notice or waiver of notice of a Directors meeting need not specify the purposes of the meeting.
Section 2. Meetings of the Membership
a. Annual Business Meeting. At least 60 days in advance, the Board of Directors or President shall specify the date and the hour for the annual business meeting of the membership. The date and hour shall be stated in the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, may be specified by the Directors or the President. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.
b. Special Meetings. Special meetings of the membership may be called by the President, a majority of the Directors or upon the written application of a majority of the members who are entitled to vote at the meeting stating the time, place and purposes of the meeting.
c. Place of Meetings. All business meetings of members shall be held at the principal office of the corporation unless a different place (within the Commonwealth of Massachusetts) is fixed by the Directors or the President and stated in the notice of the meeting.
d. Notices. Notice of all business meetings of members shall be given as follows, to wit: a written notice, stating the place, day and hour thereof, shall be given by the Secretary (or the person or persons calling the meeting,), at least thirty (30) days before the meeting, to each member entitled to vote thereat and to each member who, by law, the Articles of Organization, or these By-Laws, is entitled to such notice, by leaving such notice with them or at their residence or usual place of business, or by mailing it, postage prepaid, and addressed to such member at their address as it appears upon the books of the corporation.
e. Quorum. A majority of the voting members registered at a duly called business meeting shall constitute a quorum.
f. Action at Membership Meeting. When a quorum is present, the action of the members on any matter properly brought before such meeting shall be decided by the majority of the members present and entitled to vote and voting on such matter, except where a different vote is required by law, the Articles of Organization, or these By-Laws. Any election by members shall be determined by a plurality of the votes cast by the members entitled to vote at the election.
g. Special Action. Whenever, in the judgement of the Board of Directors, it is necessary to present any business to the membership prior to the next regular or annual business meeting, the Board of Directors may, unless otherwise required by these By-Laws, instruct the Elections Committee to conduct a vote of the membership by mail. The question thus presented shall be determined according to a majority of the valid votes received by mail within thirty (30) days after the date of such submission. Any and all action approved by the members in accordance with the requirements of this Article shall be binding upon each member thereof. Any amendment to the By-Laws of this corporation shall be presented to the membership as provided in Article XIX.
ARTICLE IX - CORPORATION DELEGATES TO THE AARC HOUSE OF DELEGATES
Section 1. Election. Delegates of this corporation to the House of Delegates of the AARC shall be elected as specified in Article VIII of the AARC By-Laws. An Alternate Delegate shall be elected into office every two (2) years.
Section 2. Duties. The duties of the Delegates shall be as specified in the By-Laws of the AARC.
Section 3. Term of Office. The term of office for Alternate Delegates shall be two (2) years, commencing on January 1 following their election to the office of Alternate Delegate. The term of office for Delegates shall be two (2) years immediately following the completion of their term as Alternate Delegate.
Section 4. Succession. Individuals serving as Alternate Delegates shall immediately become Delegate upon completion of their term as Alternate Delegate.
Section 5. Maximum Term. No person may serve more than two (2) consecutive full terms as Alternate Delegate/Delegate.
Section 6. Vacancies.
Section 7. Multiple Offices. Delegates may not hold concurrent elective office in the Corporation or its Chapters.
ARTICLE X - COMMITTEES
Section 1. Standing Committees. The members of the following Standing Committees shall be appointed by the President, subject to the approval of the Board of Directors, to serve for a term of one (1) year, except as otherwise provided by these By-Laws. The standing committees of the corporation are: BUDGET & AUDIT, BY-LAWS, CHAPTER AFFAIRS, ELECTIONS, GOVERNMENTAL AFFAIRS, JUDICIAL, MEMBERSHIP, NOMINATIONS, PROGRAM & EDUCATION, PUBLIC RELATIONS, RESPIRATORY DISEASE PREVENTION, and STUDENTS & SCHOLARSHIP.
Section 2. Special Committees and Other Appointments. Special Committees may be appointed by the President.
Section 3. Committee Chairperson's Duties.
a. The President shall appoint the Chairperson of each Committee.
b. The Chairperson of each Committee shall confer promptly with the members of their Committee on work assignments.
c. The Chairperson of each Committee may recommend prospective Committee members to the President. When possible, the Chairperson of the previous year shall serve as a member of the new Committee.
d. The chairperson of each committee shall submit a budget to the Budget and Audit Committee for the next fiscal year.
e. Committee chairpersons shall report at the times and in the manner charged by the President. All written Committee reports shall be made in writing and submitted to the President and Secretary of the Corporation at least ten (10) days prior to the meeting at which the report is to be read.
ARTICLE XI - DUTIES OF COMMITTEES
Section 1. Budget and Audit Committee.
a. This Committee shall consist of the Executive Committee and the Medical Advisor (or the Medical Advisor's designate) and shall be chaired by the President-Elect.
b. This Committee shall propose an annual budget for approval by the Board of Directors at least ninety (90) days prior to the beginning of the new fiscal year. This Committee shall formally request budget input from any appropriate individual.
c. The Committee shall submit a proposed budget to the Board of Directors at least thirty (30) days prior to the end of the fiscal year and shall ensure that an approved budget is in effect by the beginning of the new fiscal year.
d. This Committee shall annually review and formally report to the Board of Directors the financial/accounting status of the Corporation within 60 days after the end of the fiscal year.
e. Based on the findings of the review, the committee shall recommend whether or not an outside audit should be performed.
f. The Chairperson shall review the quarterly Chapter reports and authorize the payment of quarterly revenue sharing to each Chapter as appropriate.
Section 2. By-Laws Committee.
a. This Committee shall consist of at least three (3) members, one (1) of whom shall be a Past President.
b. The Committee shall receive and prepare all amendments to the By-Laws for submission to the Board of Directors. The Committee may also initiate such amendments for submission to the Board of Directors.
c. Upon approval of the Board of Directors, amendments shall be submitted for approval to the membership and to the AARC.
Section 3. Chapter Affairs Committee.
a. This Committee shall consist of the Secretary of the corporation and at least one (1) representative from each Chapter.
b. This Committee shall receive applications for Chapters and review the proposed By-Laws and amendments for compliance with the objectives of the A.A.R.C. and the corporation and report its findings to the Board of Directors.
c. The Committee shall review the minutes of all meetings of the Chapters and advise the Chapter President and Secretary of any irregularities or other recommendations.
Section 4. Elections Committee.
a. This Committee shall be chaired by the President-Elect and shall consist of at least five (5) members with one (1) member from each Chapter who shall serve for a one (1) year term of office.
b. This Committee shall prepare, receive, verify and count ballots for all elections held during the calendar year.
Section 5. Governmental Affairs Committee.
a. This committee shall monitor legislative and governmental activities that are of interest to the corporation.
b. This committee shall report to the Board on such activities and formulate recommendations, if requested.
Section 6. Judicial Committee.
a. This Committee shall consist of five (5) members.
b. This Committee shall review formal, written complaints against any individual corporation member charged with any violation of these By-Laws or otherwise with any conduct deemed detrimental to the corporation or the AARC Complaints or inquiries may be referred to this Committee by the Judicial Committee of the AARC.
c. If the Committee determines that the complaint justifies an investigation, a written copy of the charges shall be prepared for the Medical Advisor(s) or their designate with the benefit of legal counsel if deemed advisable.
d. A statement of charges shall then be served upon the member and an opportunity given that member to be heard before the Committee.
e. After careful review of the results of the hearing conducted with the benefit of legal counsel, when the Chairperson of the Committee deems counsel necessary or advisable, the Committee may, by a two-third (2/3) vote of its entire membership recommend to the Board of Directors, expulsion or suspension of such member. A complete report shall be forwarded, including all documents, to the Chairperson of the Judicial Committee of the AARC, after a final decision has been made by the Corporation's Board of Directors.
Section 7. Membership Committee.
a. The Committee shall consist of at least five (5) members with one (1) member from each Chapter who shall serve for a one (1) year term of office.
b. This Committee shall undertake activities approved by the Board to encourage and support membership in the AARC/MSRC.
Section 8. Nominations Committee.
a. This Committee shall consist of five (5) members with at least one (1) member from each chapter who shall serve for a term of one (1) year.
b. This Committee shall prepare for approval by the Board of Directors a slate of officers for the annual election as specified by Article VII of these By-Laws.
c. It shall be the duty of this Committee to make the final critical appraisal of candidates to see that the nominations are in the best interests of the A.A.R.C. and the Corporation through a consideration of personal qualifications and geographical representations as applicable.
Section 9. Program and Education Committee.
a. This Committee shall consist of at least six (6) members and be so constructed as to provide experienced members for program and education planning and shall be chaired by the Vice-President. The Medical Advisor or designate will be a consultant member of this Committee.
b. This committee shall be responsible for the planning and managing of the annual educational meeting as well as for any other educational activities as assigned by the President or the Board.
c. This committee shall monitor the continuing education regulations and accept, review, and approve applications for Continuing Education contact hours. The approval shall be ratified by the Board of Directors.
Section 10. Public Relations Committee.
a. This Committee shall consist of at least three (3) members, one (1) of whom shall be a Past President.
b. The Committee shall maintain such liaison as has been established by the Board of Directors with other individuals whose activities may be of interest to members of this corporation. This shall include the preparation of exhibits, programs and other items to bring the message of Respiratory Care, the M.S.R.C., and the AARC to medical, nursing and hospital groups as well as educational facilities in the community at large.
Section 11. Respiratory Disease Prevention Committee.
a. This committee shall develop and encourage activities promoting respiratory disease prevention and respiratory health.
b. This committee shall appropriately recognize individuals, organizations, or agencies who have contributed to respiratory disease prevention and respiratory health.
Section 12. Student & Scholarship Committee.
a. This committee shall develop and encourage student participation in respiratory care and other related activities.
b. This committee shall administer the scholarship activities of the corporation.
ARTICLE XII - CHAPTER ORGANIZATIONS
Section 1. Affiliation. The Chapters shall be affiliated with the MSRC, Inc. and shall abide by the rules and regulations of the corporation. The boundaries of the chapters shall be:
Chapter 1 - Suffolk County, Norfolk County, Middlesex County, Essex County
Chapter 2 - Bristol County, Plymouth County, Barnstable County, Dukes County, Nantucket County
Chapter 3 - Worcester County
Chapter 4 - Hampshire County, Hampden County, Franklin County
Chapter 5 - Berkshire County
Section 2. Organization. Each Chapter's internal organization shall not be in conflict with these By-Laws, the Laws of the Commonwealth of Massachusetts, or the Internal Revenue Code.
Section 3. Officers and Chapter Representation.
a. The active members of this corporation working in each Chapter shall elect a President, Secretary, two (2) delegates to the MSRC, and other officers as their By-Laws may require. The Secretary shall be the official correspondent for the Chapter to the corporation.
b. The two (2) delegates from each Chapter shall be members of the corporation's Board of Directors.
c. Membership in a Chapter shall be determined by place of employment.
Section 4. Activities. Each Chapter organization shall be encouraged to expand the membership of the Chapter, disseminate pertinent respiratory professional information and to develop educational activities and other such activities as is consistent with the articles of organization, these By-Laws, the Laws of the Commonwealth of Massachusetts, or the Internal Revenue Code.
Section 5. Responsibilities of the Chapter Delegate.
a. The Delegate shall actively represent to the corporation Board of Directors the constituency of the Chapter from which the Delegate is elected.
b. The Delegate shall convey the activities of the corporation to the Chapter from which the Delegate is elected.
c. The Delegate shall participate in the activities of the Membership Committee.
d. The Delegate shall insure the timely submission of the Chapter quarterly financial reports.
Section 6. Chapter Requirements.
a. Admission.
1) Ten or more Active Members of the Corporation may apply to become an affiliated Chapter of the Corporation.
2) The formal application shall be sent to the Corporation's office and shall consist of a list of Chapter Officers, membership, minutes of the organizational meetings, By-Laws, geographical location by counties and a letter requesting approval of the proposed Medical Advisor.
3) The Corporation Board of Directors shall act upon the application within ninety days. If the application is approved, the Corporation shall recognize the Chapter as an affiliate of the Corporation, designate the Chapter boundaries, recognize two voting delegates on the Board of Directors of the Corporation and bestow eligibility for Chapter Revenue Sharing.
b. Maintenance.
1) A written or oral report of the meetings of the Chapter shall be made to the Board of Directors of the Corporation at its regular meetings.
2) Annually, the names and addresses of all new officers and Medical Advisor(s) shall be sent to the Corporation's office within ten (10) days following their appointment or election.
3) A written financial report shall be submitted on the Corporation-provided forms to the Chairperson of the Corporation's Budget and Audit Committee within 30 days of the close of each quarter.
c. Dissolution. Chapters having no evidence of maintenance activities (see Article XII, 6b) for at least four (4) consecutive months may have their affiliation rights rescinded by a 2/3 vote of the Corporation's Board of Directors at a regularly scheduled meeting. The responsibility for any remaining Chapter assets or liabilities shall be assumed by the Corporation.
ARTICLE XIII - AFFILIATION
This Corporation shall be affiliated with the American Association for Respiratory Care (AARC) and shall abide by the rules and regulations of the American Association for Respiratory Care as promulgated from time to time, to the extent that they are not inconsistent with the Articles of Organization, these By-Laws or the Laws of the Commonwealth of Massachusetts.
ARTICLE XIV - SOCIETY MEDICAL ADVISOR
The corporation shall have at least one (1) Medical Advisor who shall conform to Article X, Section 3 of the A.A.R.C. By-Laws. Each Chapter shall have at least one (1) Medical Advisor. Together, they shall form a Board of Medical Advisors of which the corporation Medical Advisor shall be Chairperson, elected by Board of Directors (to include Article VI, Section 3c.).
ARTICLE XV - FISCAL YEAR
The fiscal year of this corporation shall be designated by the Board of Directors of the Corporation.
ARTICLE XVI - DUES AND ASSESSMENT
Section 1. Active, Associate Members Employed within the Corporation's boundaries. Corporate Dues shall be considered paid in full upon payment of A.A.R.C. dues. Compliance with Article III, Section 7, Paragraph a. of the A.A.R.C. By-Laws is required for membership.
Section 2. Active, Associate Members Not Employed within the Corporation's Boundaries. Annual dues for each category of membership other than Corporation's Honorary and Life shall be determined for the following year by the Board of Directors after consideration of the budget.
Section 3, Assessments. The corporation shall have the right to assess the membership and the Chapters.
ARTICLE XVII - ETHICS
If the conduct of any member shall appear, by report of the Corporation or the AARC, Judicial Committee, to be in willful violation of the By-Laws or standing rules of this corporation or the AARC, or prejudicial to this corporation's interests as defined in the AARC Code of Ethics, The Board of Directors may, by a two-thirds vote of its entire membership, suspend or expel such a member. Within thirty (30) days after receipt of notice of expulsion, the expelled member shall have the right to appeal the decision to the Board of Directors. If such an appeal is made, the Board at its next meeting, shall either uphold, reverse or modify the action of the Committee. There shall be no appeal from the decision of the Board of Directors. All such suspension or expulsion actions shall be reported immediately to the AARC Judicial Committee and may be reported to the Massachusetts Board of Respiratory Care.
ARTICLE XVIII - PARLIAMENTARY PROCEDURE
The rules contained in the current edition of Robert's Rules of Order shall govern whenever they are not in conflict with the By-Laws of the Corporation.
ARTICLE XIX - AMENDMENTS
These By-Laws may be amended at any regular or called meeting or by mail vote of the members by a two-thirds (2/3) majority of those voting, provided that the amendment(s) were presented to the membership in writing at least sixty (60) days prior to the vote.

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