BY-LAWS OF THE WESTERN ASSOCIATION OF PHYSICIANS

Article I

Meetings of Members

Section 1. Objective. The objective of the Association is to bring together for the purpose of discussion and presentation of observations and ideas, persons residing in the Western Region of the United States or Canada who have achieved and sustained distinction in clinical research or creative scholarship in the biomedical sphere.

Section 2. The ANNUAL MEETING of the members shall be held at such time and in such location as may be designated by the Council. Notice of the meeting shall be in writing and mailed to each member at least 30 days prior to said meeting.

Section 3. A majority of members in attendance shall constitute a quorum for the transaction of business at a member's meeting, either annual or special.

Article II

Council

Section 1. The affairs of the corporation shall be managed by a Council which shall include the President, President-elect, Secretary- Treasurer, and six (6) Councilors. The President-elect and the Secretary-Treasurer-elect shall serve as full members of the Council. Councilors must be members of the corporation and shall be nominated by the nominating committee as set forth in Article IV of these By-Laws. Election of Councilors to fill the offices vacated by the expiration of terms shall be held at each annual meeting.

Section 2. Meetings of the Councilors may be held at such place, whether in this state or elsewhere, as a majority of the Council may from time to time appoint.

Section 3. A majority of the Council (excluding ex officio members) shall be necessary to constitute a quorum for the transaction of business and votes.

Section 4. Meetings of the Council may be called by the President or Secretary-Treasurer of the corporation at any time, and may be held after giving at least fifteen (15) days notice to each Councilor to enable him/her to attend.

Section 5. Neither officers nor Councilors shall receive compensation for their services.

Article III

Officers

Section l. Officers shall consist of President; President-elect, who shall serve for one (1) year and become President the succeeding year; a Secretary-Treasurer and six (6) Councilors who shall usually serve for three (3) years. The Secretary-Treasurer shall serve for two (2) years. The President-elect and the Secretary-Treasurer shall serve as full members of the Council. The officers and the Council shall establish and maintain a cycle by which two (2) Councilors will be replaced each year. The term of office shall continue until the conclusion of the Annual Meeting. The retiring President shall be an ex-officio member of the Council.

Section 2. Candidates for offices to be filled will be proposed by the Nominating Committee or from the floor as provided in Article IV, and the election of officers will be held at each annual meeting.

Section 3. The President shall preside at all meetings of the Council and members' meetings and shall perform all such duties as may be required of him by the Council.

Section 4. The President-elect shall in the absence or incapacity of the President perform the duties of that officer.

Section 5. The Secretary-Treasurer of the corporation shall have general management of the affairs of the corporation, shall sign all notifications of membership and written contracts of the corporation, and shall appoint and discharge all agents and employees, if any, subject always to approval of the Council. In addition, he/she shall keep the minutes of all meetings of the Council and members' meetings. He/she shall attend to the giving and serving of all notices of the corporation, and shall perform all such other duties as are incident to his/her office or as may be required of him/her by the Council.

He/she shall also keep regular books of accounts, and shall submit them together with all his/her other records and papers, to the Council at any meeting when required to do so. He/she shall perform all such other duties as are incident to his/her office or as may be required by the Council.

Section 6. The President-elect shall learn the function of the office to which they succeed and in addition shall perform such services as may be required by the Council.

Section 7. Any officer may be removed, only for just cause, by a two-thirds vote of the Council at any regular or special meeting.

Section 8. Officers must be members of the corporation.

Article IV

Nominating Committee

Section 1. The Council will serve as the Nominating Committee at each meeting of the Western Association of Physicians.

Section 2. It shall be the duty of said nominating committee to nominate at least one candidate for each position which is vacant or about to become vacant.

Section 3. The nominating committee shall make its report at the annual meeting to the membership of the corporation.

Section 4. Election of said officers and Councilors shall be held at each annual meeting.

Section 5. Nominations of Councilors and officers may be made from the floor at the annual meeting by an active member.

Article V

Membership

Section 1. Membership shall change to "inactive" only after a person's failure to pay dues and/or assessments for three years in sequence. Inactive members will not have voting privileges and not be required to pay dues.

Section 2. Upon professional retirement or disability a member may request a change in membership status to Emeritus. If approved by the Council, Emeritus Members will retain voting privileges but not be required to pay dues.

Section 3. Proposals for membership will be reviewed by the Council. Each must be approved and presented for election by the members, or deferred for similar review by not more than two subsequent Councils. Any proposals not approved by the third Council review will be dropped from the list of those considered for election to membership. Such individuals, however, may be reproposed any time thereafter if it be the desire of any two members.

Section 4. Notification of election to membership shall be mailed to each new member.

Section 5. The amount of annual dues may be increased or special assessments made upon the recommendation of the Councilors.

Section 6. Proposals for membership may be made by any active member of the Association for approval by the Council.

Article VI

Program

The majority of papers at the annual meeting are to be presented by members, but a few may be presented by introduced guests. The program shall be selected at the discretion of the President and shall be presented annually at open meetings The President shall welcome (but is not bound by) suggestions relative to the program, and shall arrange the time and place of the annual meeting in cooperation with the President of the Western Society for Clinical Research and the Western Section of the American Federation for Clinical Research. Abstracts may be requested and if accepted for the annual program may be distributed to the membership, but arrangements shall not be made for publication of the proceedings.

Article VII

Amendments

These By-Laws may be amended by the members of the corporation at any annual meeting by the affirmative vote of three-fourths (3/4) of the members present. Amendments must be proposed either (I) by the Council or (2) in writing by five (5) members at an annual meeting. Any proposed amendment shall not be acted upon until the next succeeding annual meeting, the notices of which shall contain an announcement of the proposed amendment.

Article VIII

Robert's Rules of Order

All meetings shall be conducted pursuant to Robert's Rules of Order.

Article IX

Certification of Qualified Members

The membership of the corporation shall include the incorporators of the corporation and all members in good standing of the Western Association of Physicians, Inc. The Secretary-Treasurer shall, upon approval of these By-Laws, attach a list of all members who are qualified for membership in the corporation to a copy of these By-Laws, and file the listing and By-Laws with the Secretary of State of the State of Washington, in Olympia, Washington.

Article X

Distribution of Assets on Dissolution

The assets of this corporation are irrevocably dedicated to scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954. No part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private persons. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for scientific purposes and which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code.