Bylaws of the American Academy of Cosmetic Surgery, Inc.

Article I
Exempt Purpose

The American Academy of Cosmetic Surgery, Inc. ("Academy") is an Illinois not for profit corporation exempt from federal income tax pursuant to Internal Revenue Code Section 501(c)(6). It is organized and operated exclusively for the purposes stated in the Academy's Articles of Incorporation ("Exempt Purpose").

Article II
Offices

The Academy shall maintain a registered office in the State of Illinois and a registered agent, whose business office is identical with the registered office, and may have other offices within or outside the State of Illinois.

Article III
Members

Section 3.1. Classes of Members. The Academy has three classes of voting members: (i) Fellow, (ii) Physician, and (iii) Allied Health (collectively, "Voting Members") and three classes of non-voting members: (i) Resident, (ii) Emeritus Fellow, and (iii) Honorary Fellow (collectively, "Non-Voting Members"). Fellow, Physician, Allied health, Resident, Emeritus Fellow, and Honorary members are collectively referred to as "member(s)." The designation of each membership class and the qualifications and rights of each membership class are as follows:

    Section 3.1.1. General Qualifications. To qualify for any class of membership, an individual must: (i) be over 18 years of age; (ii) of good moral character; and (iii) dedicated to the Academy's Exempt Purpose.

    Section 3.1.2 Fellow. A Fellow member is an individual who: (i) meets the general qualifications stated in section 3.1.1; (ii) meets the minimum qualifications for Fellow members stated in the Academy's policies; (iii) satisfies the application process requirements stated in the Academy's policies; and (iv) is approved by the Board of Trustees ("Board") as a Fellow member. Fellow members shall pay initiation fees and annual membership dues as established by the Board. In addition to the rights expressly granted to Voting Members under Illinois General Not for Profit Corporation Act and these Bylaws, including the right to attend Voting Member meetings, vote, and serve as an Academy trustee or officer, Fellow members enjoy such additional rights as stated in the Academy's polices for Fellow members.

    3.1.3. Physician. A Physician member is an individual who: (i) meets the general qualifications stated in section 3.1.1; (ii) meets the minimum qualifications for Physician members stated in the Academy's policies; (iii) submits the required membership application in accordance with the Academy's policies; and (iv) is approved by the Board as a Physician member. Physician members shall pay initiation fees and annual membership dues as established by the Board. In addition to the rights expressly granted to voting members under the Illinois General Not for Profit Corporation Act and these Bylaws, including the right to attend Voting Member meetings, vote, and serve as an Academy trustee or officer, Physician members enjoy such additional rights as stated in the Academy's polices for Physician members.

    Section 3.1.4. Allied Health. An Allied Health member is an individual who: (i) meets the general qualifications stated in section 3.1.1; (ii) meets the minimum qualifications for Allied Health members stated in the Academy's polices; (iii) satisfies the application process requirements stated in the Academy's policies; and (iv) is approved by the Board as an Allied Health member. Allied members shall pay initiation fees and annual membership dues applicable to Allied Health members as established by the Board. In addition to the rights expressly granted to voting members under the Illinois General Not for Profit Corporation Act and these Bylaws, including the right to attend Voting Member meetings, vote, and serve as an Academy trustee or officer, Allied Health members enjoy such additional rights as stated in the Academy's polices for Allied Health members.

    Section 3.1.5. Resident. A Resident member is an individual who: (i) meets the general qualifications stated in section 3.1.1; (ii) meets the minimum qualifications for Resident members stated in the Academy's policies; (iii) satisfies the application process requirements stated in the Academy's policies; and (iv) is approved by the Board as a Resident member. A Resident member shall pay initiation fees and annual membership dues applicable to Resident members as determined by the Board. A Resident member is not an Academy voting member and does not enjoy any of the rights granted to voting members under Illinois General Not for Profit Corporation Act or these Bylaws. Without limiting the foregoing, a Resident member has no right to: (i) receive notices, which Voting Members have a right to receive; (ii) vote; (iii) attend Voting Member meetings; (iv) examine the Academy's books and records; and (iv) serve as an Academy trustee or officer. Resident members only enjoy the rights stated in the Academy's polices for Resident members. Resident members have no rights other than as specifically stated in this section 3.1.5.

    Section 3.1.6. Emeritus Fellow. An Emeritus Fellow member is an individual who: (i) meets the general qualifications stated in section 3.1.1; (ii) meets the minimum qualifications for Emeritus members stated in the Academy's policies; (iii) satisfies the application process requirements stated in the Academy's policies and (vi) is approved by the Board as an Emeritus Fellow member. An Emeritus Fellow member is not required to pay initiation fees or annual membership dues. An Emeritus Fellow member is not an Academy voting member and does not enjoy any of the rights granted to voting members under Illinois General Not for Profit Corporation Act or these Bylaws. Without limiting the foregoing, an Emeritus Fellow member has no right to: (i) receive notices, which Voting Members have a right to receive; (ii) vote; (iii) attend Voting Member meetings; (iv) examine the Academy's books and records; and (iv) serve as an Academy trustee or officer. Emeritus Fellow members only enjoy the rights stated in the Academy's polices for Emeritus Fellow members. Emeritus Fellow members have no rights other than as specifically stated in this section 3.1.6.

    Section 3.1.7. Honorary Fellow. An Honorary Fellow member is an individual who: (i) meets the general qualifications stated in section 3.1.1; (ii) meets the minimum qualifications for Honorary Fellow members stated in the Academy's policies; (iii) satisfies the application process requirements stated in the Academy's policies; and (iv) is approved by the Board as an Honorary Fellow member. An Honorary Fellow member is not required to pay initiation fees or annual membership dues. An Honorary Fellow member is not an Academy voting member and does not enjoy any of the rights granted to voting members under Illinois General Not for Profit Corporation Act or these Bylaws. Without limiting the foregoing, an Honorary Fellow member has no right to: (i) receive notices, which Voting Members have a right to receive; (ii) vote; (iii) attend Voting Member meetings; (iv) examine the Academy's books and records; and (iv) serve as an Academy trustee or officer. Honorary Fellow members only enjoy the rights stated in the Academy's polices for Emeritus Fellow members. Emeritus Fellow members have no rights other than as specifically stated in this section 3.1.7.

Section 3.2. Membership Application and Approval. The Board shall adopt policies governing: (i) the membership qualifications for each membership class; (ii) the membership application process; (iii) the approval of new members by the Board; and (iv) the rights of each membership class. The Board may refuse to approve an individual's membership in the Academy if the Board determines doing so is not in the best interest of the Academy. Once approved, an individual's membership in the Academy continues until the individual fails to pay the applicable initiation fee or annual dues, resigns, dies, or the individual's membership is suspended or terminated by the Academy in accordance with these Bylaws.

Section 3.3. Resignation. Any member may resign by filing a written resignation with the Academy, but a resignation does not relieve the member resigning of the obligation to pay any initiation fees, annual membership dues, or other charges owed to the Academy.

Section 3.4. Membership Suspension and Termination.

    Section 3.4.1. Failure to Pay Initiation Fees or Annual Membership Dues. The membership of a member who fails to pay his or her initiation fees when due or annual membership dues by October 1, without further notice and without hearing, is automatically terminated and thereupon the member forfeits all membership rights.

    Section 3.4.2. Ineligibility. The membership of a member who ceases to meet the qualifications for membership of the member's membership class, without further notice and without hearing, is automatically terminated and thereupon the member forfeits all membership rights.

    Section 3.4.3. Censure, Suspension, and Termination. In addition to a member's membership being terminated pursuant to Bylaws section 3.4.1, a Member may be censured, or a member's membership suspended or terminated for Conduct Subject to Discipline (defined below) as provided in Article IX Section 9.2.1.

Section 3.5. Reinstatement. Except as otherwise provided in these Bylaws, upon written request signed by a former member and filed with the Academy, the Board may reinstate a former member to membership on the terms the Board deems appropriate. Whether to reinstate a former member is determined by the Board in its discretion. A former member whose membership was terminated under section 3.4.1 may not apply for membership reinstatement until the individual pays to the Academy all initiation fees, annual membership dues, and any other sums the former member owes the Academy.

Section 3.6. Transfer of Membership. Membership in the Academy is not transferable or assignable.

Section 3.7. Certificate. The Board may issue a certificate evidencing a member's membership in the Academy and indicating the member's membership status ("Membership Certificates"). Membership Certificates are the Academy's property. A member shall surrender the member's Membership Certificate upon written demand by the Board or upon the suspension or termination of the member's Academy membership.

Section 3.8. Initiation Fees and Membership Dues.

    Section 3.8.1. Initiation Fees and Membership Dues Determination. Annually, as part of the Academy's budget process, the Board shall determine the initiation fees for new members and annual membership dues payable to the Academy by members. The membership year coincides with the Academy's fiscal year, beginning on October 1 and ending on September 30. For an individual who becomes a member mid-membership year, the annual membership dues are prorated from the beginning of the membership year in which the member's membership begins through the first day of the month in which the member's membership begins.

    Section 3.8.2. Membership Dues Payments. Except as otherwise provided in these Bylaws, annual membership dues are payable on or before October 1 of each year.

    Section 3.8.3. Membership Dues Exceptions.

      Section 3.8.3.1. Emeritus Fellow and Honorary Fellow. Emeritus Fellow members and Honorary Fellow members do not pay initiation fees or annual membership dues.

      Section 3.8.3.2. Active Duty Military. Members actively serving in the United States military are exempt from paying annual membership dues beginning with the annual membership dues for the membership year following the commencement of their military service and continuing until the annual membership dues for the membership year following the conclusion of their active duty United States military service.

      Section 3.8.3.3. Former Academy Presidents. A former Academy President is exempt from paying annual membership dues beginning with the annual membership dues for the membership year following the conclusion of the President's term in office.

    Section 3.8.4. Refunds. Initiation fees and membership dues are not refundable.

Article IV
Voting Member Meetings

Section 4.1. Annual Meeting. An annual meeting of the Voting Members must be held between January 1 and March 1 of each year for the purpose of electing trustees (to the extent trustee elections did not take place prior to the annual meeting as hereinafter provided) and for the transaction of any other business as may come before the meeting. The Board shall set the date, time, and place of each annual meeting by resolution.

Section 4.2. Special Meetings. Special meetings of the Voting Members may be called by the President, the Board, or by not less than one-third of the Voting Members for the purpose or purposes stated in the call of the meeting.

Section 4.3. Place of Meeting. The persons or persons authorize to a call a meeting may designate any place as the place of meeting for the meeting called by that person or persons. If no designation is made or if a special meeting is otherwise called, the place of meeting is the Academy's registered office in the State of Illinois.

Section 4.4. Notice of Meetings. Written notice stating the place, date, and hour of any meeting of the Voting Members must be delivered to each Voting Member entitled to vote at the meeting not less than five nor more than 60 days before the date of the meeting; or, in the case of the removal of one or more trustees, a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose(s) for which the meeting is called must be stated in the notice. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 4.5. Informal Action by Voting Members.

    Section 4.5.1. Action by Ballot. Any action required by law to be taken at a meeting of the Voting Members, or any other action that may be taken at a meeting of the Voting Members, may be taken by ballot, without a meeting, in writing by mail, e-mail, or any other electronic means pursuant to which the Voting Members are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the Voting Members casting votes, or a larger number as may be required by law, the Articles of Incorporation, or these Bylaws, provided that the number of Voting Members casting votes would constitute a quorum if the action was taken at a meeting. Voting must remain open for not less than five days from the date the ballot is delivered; provided, however, in the case of a removal of one or more trustees, a merger, consolidation, dissolution, or sale, lease, or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered. An informal action by Voting Members becomes effective only if at least five days prior to the effective date of the informal action, a notice in writing of the proposed action is delivered to all of the Voting Members with respect to the subject matter thereof.

    Section 4.5.2. Action by Unanimous Written Consent. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required by law to be taken at a meeting of the Voting Members, or any other action which may be taken at a meeting of Voting Members, may also be taken without a meeting and without a vote if a consent in writing, stating the action to be taken, is approved by all the Voting Members with respect to the subject matter thereof. The consent must be evidenced by one or more written approvals, each of which states the action taken and provides a written record of approval. All the approvals evidencing the consent must be delivered to the Secretary to be filed in the corporate records. The action taken is effective when all the Voting Members approve the consent unless the consent specifies a later effective date. A consent approved in writing by all the Voting Members has the same effect as a unanimous vote.

Section 4.6. Fixing of Record Date. For the purpose of determining the Voting Members entitled to notice of or to vote at any meeting of Voting Members, or in order to make a determination of Voting Members for any other proper purpose, the Board may fix in advance a date as the record date for any such determination of Voting Members, the date in any case to be no more than 60 days and, for a meeting of Voting Members, not less than five days, or in the case of a merger, consolidation, dissolution or sale, lease, or exchange of assets, not less than 20 days, immediately preceding the meeting. If no record date is fixed for the determination of Voting Members entitled to notice of or to vote at a meeting of Voting Members, the date on which notice of the meeting is delivered is the record date for the determination of Voting Members. When determination of Voting Members entitled to vote at any meeting of Voting Members has been made, that determination applies to any adjournment of the meeting.

Section 4.7. Quorum and Manner of Acting. Five percent of the Voting Members at a meeting of the Voting Members constitutes a quorum, provided that if less than five percent of the Voting Members are present at the meeting, a majority of the Voting Members present may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of a majority of the Voting Members at the meeting is the act of the Voting Members, unless the vote of a greater number is required by the Illinois General Not-for-Profit Corporation Act, the Articles of Incorporation, or these Bylaws. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting.

Section 4.8. Voting. Each Voting Member is entitled to one vote on each matter submitted to a vote of the Voting Members. In a meeting, voting on any question may be by voice, unless the chair of the meeting orders, or any Voting Member demands, that voting be by ballot. Proxy voting and cumulative voting are prohibited.

Section 4.9. Inspectors. At any meeting of Voting Members or in connection with any mail-in or electronic ballot, the chair of the meeting, or in the case of any mail-in or electronic ballot the President may, or upon the request of any Voting Member shall, appoint one or more persons as inspectors for the meeting or mail-in or electronic ballot. The inspectors shall ascertain and report the number of votes represented at the meeting or the number of mail-in or electronic ballots received from Voting Members; count all votes and report the results; and do any other acts as are proper to conduct the voting with impartiality and fairness to all the Voting Members. Each report of an inspector must be in writing and signed by the inspector or by a majority of the inspectors if there is more than one inspector acting at the meeting or in connection with a mail-in or electronic ballot. If there is more than one inspector, the report of a majority is the report of the inspectors. The report of the inspector or inspectors on the number of votes represented at the meeting or submitted in connection with a mail-in or electronic ballot and the results of the voting is prima facie evidence thereof.

Article V
Board of Trustees

Section 5.1. General Powers. The affairs of the Academy are managed under the direction of the Board.

Section 5.2. Number. The Board consists of 15 trustees. Four trustees are the President, Vice President, Secretary, and Treasurer who serve ex-officio with all of the rights and obligations of any other trustee ("Officer Trustees"). The remaining 11 trustees are divided into three classes, each composed of approximately four trustees each ("Elected Trustees"). A trustee may not serve in more than one trustee position at a time. The number of trustees may be decreased to not fewer than three or increased to any number from time to time by amendment of this section, unless the Articles of Incorporation provide that a change in the number of directors may be made only by amendment of the Articles of Incorporation. A decrease in the number of directors does not shorten the term of an incumbent director.

Section 5.3. Qualifications. In order to serve as a trustee, an individual must be a Voting Member, dedicated to advancing the Academy's Exempt Purpose, and independent. For purposes of these Bylaws, an individual is considered independent if: (i) the individual is not compensated by the Academy as an employee; (ii) the individual does not receive during any Academy tax year compensation in excess of $10,000.00 from the Academy for services rendered to the Academy; (iii) the individual does not have the individual's compensation determined by individuals or organizations compensated by the Academy; (iv) the individual does not receive, directly or indirectly, financial benefits from the Academy except as an independent contractor as discussed above; and (v) the individual is not related to anyone described above as a spouse, sibling, parent, or child or resides with any person so described.

Section 5.4. Nomination and Election. An Officer Trustee serve ex-officio. Elected Trustees are elected annually by the Voting Members pursuant to Article IX, section 9.1.2. Elected Trustees elections may be conducted prior to the Voting Member annual meeting by any method approved by the Board, accessible and available to all Voting Members, and permitted by law, including by mail-in or email ballot. If Elected Trustees elections are not conducted prior to the Voting Member annual meeting, officer elections must be held at that Voting Member annual meeting. If the Elected Trustees election does not occur before or at the Voting Member annual meeting, the election must be held as soon after the Voting Member annual meeting as possible. In the event of a tie between candidates for the same trustee position, the election is decided by a flip of the coin. Election as trustee does not create any contract rights for the trustee.

Section 5.5. Term. An Officer Trustee serves as trustees upon the commencement of the individual's term as an Academy officer and as long as the individual serves in that office. The Elected Trustees serve a three-year term, except as otherwise provided in the Bylaws. The terms of the three Elected Trustee classes are staggered so that one-third of the Elected Trustees are elected annually. If the election occurs in advance of or at the Voting Member annual meeting, the Elected Trustee's term commences at the Voting Member annual meeting. If the election does not occur in advance of or at the Voting Member annual meeting, the Elected Trustee's term commences upon the Elected Trustee's election. An Elected Trustee's term continues until the trustee's resignation, removal, death, or until the trustee's term expires and the trustee's successor is elected and qualified.

Section 5.6. Term Limits. An individual who serves as an Elected Trustee for two consecutive three-year terms, may not be nominated or elected to serve as an Elected Trustee for a period of 24 months following the end of his or her last term as an Elected Trustee.

Section 5.7. Resignation. A trustee may resign at any time by written notice delivered to the Board, the President, or the Secretary. A resignation is effective when the notice is delivered unless the notice states a future effective date. The pending trustee vacancy may be filled before the resignation effective date, but the successor may not take office until the resignation effective date. Despite the foregoing, an officer may only resign as a trustee by resigning as an officer. If an individual resigns as an officer, the individual automatically ceases to be a trustee. A trustee who fails to return to the Academy the completed Annual Conflict of Interest Disclosure Statement required by the Academy's Conflict of Interest Policy by the due date established by the Board, knowingly and voluntarily resigns effective as of the day after the due date. A trustee who fails to participate in two consecutive Board meetings, without the Board's permission, knowingly and voluntarily resigns at the conclusion of the second consecutive Board meeting.

Section 5.8. Removal. A trustee may be removed with or without cause, as specified by statute.

Section 5.9. Vacancies. Any vacancy occurring in the Board and any trustee position to be filled by reason of an increase in the number of trustees is filled by the Board unless the Articles of Incorporation or these Bylaws provide that a vacancy or a trustee position so created must be filled in some other manner, in which case that provision controls. A trustee elected or appointed to fill a vacancy in an existing trustee position is elected or appointed for the unexpired term of the trustee's predecessor. A trustee elected or appointed to fill a newly created trustee position is elected or appointed for the term specified in the action creating the position.

Section 5.10. Regular Meetings. A regular annual meeting of the Board is held without other notice than these Bylaws immediately after and at the same place as the annual meeting of the Voting Members as specified by the Board. The Board may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than that resolution. The Board must hold at least three regular meetings each year. Board members are required to attend until the meeting is adjourned one (1) in-person meeting at the Annual Scientific Meeting and one of the other two regular meetings in an annual period unless excused for good cause. Board members not meeting this requirement shall be deemed to have resigned from the Board. Said resignation will be effective on the date of the subject Board meeting and not require notice from the resigning Trustee. Any Trustee requesting to be excused from attending a regular meeting for good cause, must request the same in writing in advance of the meeting. The Executive Committee in its sole discretion will determine, on a case by case basis, whether good cause exists and whether to excuse a Trustee's attendance at any regular meeting.

Section 5.11. Special Meetings. Special meetings of the Board may be called by or at the request of, the President or any three trustees. The individual or individuals calling a special meeting of the Board must fix the place and time for that special meeting of the Board in the meeting notice.

Section 5.12. Notice. Written notice of any special meeting of the Board must be delivered to each trustee at least two days in advance of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 5.13. Minutes. Minutes must be kept of each Board meeting. The Secretary must ensure that draft minutes of each Board meeting are prepared and distributed to each member of the Board in advance of the subsequent Board meeting. The Board shall review; if necessary, revise; and approve the draft minutes at the subsequent Board meeting. Once approved, a copy of the minutes must be provided to the Secretary to be filed in the Academy's corporate records.

Section 5.14. Quorum. A majority of the trustees in office constitute a quorum for the transaction of business at any meeting of the Board, provided that, if less than a majority of the trustees are present at a meeting, a majority of the trustees present may adjourn the meeting to another time without further notice.

Section 5.15. Manner of Acting. The act of a majority of the trustees present at a meeting at which a quorum is present is the act of the Board, unless the act of a greater number is required by law, the Articles of Incorporation, or the Bylaws. No trustee may act by proxy on any matter.

Section 5.16. Telephonic or Electronic Meeting Participation. Trustees may participate in and act at any meeting of the Board through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this subsection constitutes presence in person at that meeting.

Section 5.17. Informal Action by Trustees. The authority of the Board may be exercised without a meeting if a written consent stating the action taken is signed by all of the trustees entitled to vote. The consent must be evidenced by one or more written approvals, each of which states the action taken and provides a written record of approval. All the approvals evidencing the consent must be delivered to the Secretary to be filed in the corporate records. The action taken is effective when all the trustees approve the consent unless the consent specifies a later effective date. A consent approved in writing by all the trustees has the same effect as a unanimous vote.

Section 5.18. Presumption of Assent. A trustee present at a meeting of the Board at which action on any Academy matter is taken is conclusively presumed to assent to the action taken unless the trustee's dissent is entered in the minutes of the meeting or unless the trustee files a written dissent to the action with the person acting as the Secretary of the meeting before the adjournment thereof or forwards the trustee's dissent by registered or certified mail to the Academy's Secretary promptly after the adjournment of the meeting. The right to dissent does not apply to a trustee who voted in favor of the action.

Section 5.19. Compensation. The Academy shall not compensate trustees for their services as trustees. However, in accordance with the Academy's expense reimbursement policy, trustees may be reimbursed for reasonable and necessary travel and other qualified expenses.

Article VI
Officers

Section 6.1. Officers. The officers of the Academy are a President, a Vice President, a Treasurer, a Secretary, and a past President.

Section 6.2. Qualifications. In order to serve as an Academy officer, an individual must be a Voting Member, dedicated to advancing the Academy's Exempt Purpose, and independent. For purposes of these Bylaws, an individual is considered independent if: (i) the individual is not compensated by the Academy as an employee; (ii) the individual does not receive during any Academy tax year compensation in excess of $10,000.00 from the Academy for services rendered to the Academy; (iii) the individual does not have the individual's compensation determined by individuals or organizations compensated by the Academy; (iv) the individual does not receive, directly or indirectly, financial benefits from the Academy except as an independent contractor as discussed above or as a member; and (v) the individual is not related to anyone described above as a spouse, sibling, parent, or child or resides with any person so described. An individual may not simultaneously hold more than one office or position as a trustee. Accordingly, individual serving as an Elected Trustee or a Council Trustee may not simultaneously serve as an officer.

Section 6.3. Nomination and Election. The officers are elected annually by the Voting Members pursuant to Article IX, section 9.1.2. Officer elections may be conducted prior to the Voting Members annual meeting by any method approved by the Board, accessible and available to all Voting Members, and permitted by law, including by mail-in or email ballot. If officer elections are not conducted prior to the Voting Members annual meeting, officer elections must be held at the Voting Members annual meeting. If the officer election does not occur before or at the Voting Members annual meeting, the election must be held as soon after the Voting Members annual meeting as possible. In the event of a tie between candidates for the same office, the election is decided by a flip of the coin. Election as an officer does not create any contract rights for the officer.

Section 6.4. Term. Each officer serves a one-year term, except as otherwise provided in the Bylaws. If an officer's election occurs in advance of or at the Voting Members annual meeting, the officer's term commences at the Voting Members annual meeting. If the officer's election does not occur in advance of or at the Voting Members annual meeting, the officer's term commences upon the officer's election. An officer's term continues until the officer's resignation, removal, death, or until the officer's term expires and the officer's successor is elected and qualified.

Section 6.5. Resignation. An officer may resign at any time by written notice delivered to the Board, the President, or the Secretary. A resignation is effective when the notice is delivered, unless the notice states a future effective date. The pending officer vacancy may be filled before the resignation effective date, but the successor may not take office until the resignation effective date. If an individual resigns as an office the individual automatically ceases to be a trustee. An officer who fails to return to the Academy the completed Annual Conflict of Interest Disclosure Statement required by the Academy's Conflict of Interest Policy by the due date established by the Board, knowingly and voluntarily resigns effective as of the day after the due date. An officer who fails to participate in two consecutive Board meetings, without the Board's consent, knowingly and voluntarily resigns as an officer at the conclusion of the second consecutive Board meeting.

Section 6.6. Removal. An officer may be removed in the same manner as a trustee.

Section 6.7. Vacancies. Officer vacancies may be filled by the Board, unless the Articles of Incorporation or these Bylaws provide that the officer vacancy must be filled in some other manner. An officer appointed to fill a vacancy is appointed for the unexpired term of the officer's predecessor.

Section 6.8. President. The President shall: (i) preside at all meetings of the Voting Members and of the Board; (ii) oversee the implementation of all resolutions and directives of the Board; and (iii) discharge all duties incident to the office of President or assigned by the Board. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Academy, or a different mode of execution is expressly prescribed by the Board or these Bylaws, the President may execute for the Academy any contracts, deeds, mortgages, bonds, or other instruments that the Board has authorized to be executed, either individually or with the Secretary or any other officer authorized by the Board, according to the requirements of the form of the instrument.

Section 6.9. Vice President. The Vice President shall: (i) assist the President in the discharge of the President's duties, as the President may direct; (ii) in the absence of the President, or in the event of the President's inability or refusal to act, perform the duties of the President and, when so acting, the Vice President will have all the powers of and be subject to all the restrictions on the President; and (iii) perform duties assigned by the Board.

Section 6.10. Secretary. The Secretary shall: (i) cause minutes of the meetings of the Board and all committees to be kept and recorded in one or more books provided for that purpose or as otherwise specified by the Board; (ii) ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) ensure the Academy's corporate records are securely maintained at the Academy's principal business office; (iv) ensure the Academy maintains a complete and current list of the Academy's members, trustees, officers, and committee and advisory committee members including, but not limited to, the name, mailing address, email address, telephone number, and the Membership Number assigned to each; and (v) perform all duties incident to the office of the Secretary or assigned by the Board.

Section 6.11. Treasurer. The Treasurer shall serve as Chair of the Finance and Audit Committee and shall be responsible for ensuring the Finance and Audit Committee fulfills its duties and responsibilities stated in these Bylaws. The Treasurer shall perform such other duties as assigned by the Board.

Section 6.12. Past President. The Past President shall: (i) serve as the chair of the Judicial Affairs Council; (ii) perform duties assigned by the Board; and (iii) chair of the Nominating Committee.

Section 6.13. Compensation. The Academy shall not compensate officers for their services as officers. However, in accordance with the Academy expense reimbursement policy, officers may be reimburse or reasonable and necessary travel and other qualified expenses.

Article VII
Administrative Staff

Section 7.1. Staff. Consistent with the Board's general powers, the Board may engage, or delegate the authority to engage, employees and contractors as necessary to advance the Academy's Exempt Purpose. Reasonable compensation may be paid by the Academy for services rendered by employees and contractors.

Section 7.2. Chief Executive Officer. The Board shall engage the services of a Chief Executive Officer ("CEO") upon such reasonable terms and conditions as the Board determines. The CEO shall report directly to the Board. The CEO may not be a trustee, officer, or a member of any committee or advisory committee. The CEO shall: (i) be the principal executive, operating, and administrative staff member of the Academy, responsible for implementing the budgets, policies, procedures, and directions of the Board and overseeing the Academy's day-to-day affairs; (ii) prepare, assure the accuracy of, execute, and timely file all government forms and filings required by law on behalf of the Academy; and (iii) perform duties assigned by the Board. The CEO may negotiate and execute any contract on behalf of the Academy provided its terms fall within the parameters of the budget approved by the Board. All Academy employees and contractors report to the CEO, unless otherwise directed by the Board or required by law. The CEO serves at the pleasure of the Board.

Article VIII
Committees and Advisory Committees

Section 8.1. Committees. The Board, by resolution adopted by a majority of the trustees in office, may designate one or more committees, each of which must consist of two or more trustees and such other persons as the Board designates, provided that a majority of each committee's members are trustees. The foregoing membership requirements do not apply to the Nominating Committee.

Section 8.2. Authority of Committees; Prohibited Acts. Each committee has and may exercise the authority of the Board in the management of the Academy as provided in these Bylaws or any resolution adopted by the Board for the committee. However, a committee may not:

  1. Adopt a plan for the distribution of the assets of the Academy, or for dissolution;
  2. Approve or recommend to Voting Members any act that the Illinois General Not for Profit Corporation Act requires to be approved by members, except that committees appointed by the Board or otherwise authorized by the Bylaws relating to the election, nomination, qualification, or credentials of trustees, officers, or other committees involved in the process of electing trustees or officers may make recommendations to the members relating to electing trustees or officers;
  3. Fill vacancies on the Board, in an office, or any of the Academy's committees;
  4. Elect, appoint, or remove any officer or trustee or member of any committee, or fix the compensation of any member of a committee;
  5. Adopt, amend, or repeal the Bylaws or the Articles of Incorporation;
  6. Adopt a plan of merger or adopt a plan of consolidation with another Academy, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Academy; or
  7. Amend, alter, repeal, or take action inconsistent with any resolution or action of the Board when the resolution or action of the Board provides by its terms that it may not be amended, altered, or repealed by action of a committee. The designation of a committee and the delegation thereto of authority does not operate to relieve the Board, or any trustee, of any responsibility imposed on the Board or the trustee by law.

Section 8.3. Advisory Committees. Advisory committees, task forces, and other bodies not having and exercising the authority of the Board (collectively "Advisory Committee(s)") may be designated or created by the Board and may consist of the individuals designated by the Board. The Board shall determine whether, if at all, an Advisory Committee must have trustees as members. An Advisory Committee may not act on behalf of the Academy or bind it to any action but may make recommendations to the Board or the officers.

Section 8.4. Chair. To the extent these Bylaws or the resolution establishing a committee or Advisory Committee do not identify a chair for the committee or Advisory Committee, the President shall, with the approval of the Board, designate the chair for the committee or Advisory Committee. In the absence of a designated chair, the committee or Advisory Committee members in attendance at a meeting of the committee or Advisory Committee shall select a chair for that meeting from among those committee or Advisory Committee members present.

Section 8.5. Vacancies. Vacancies in the membership of any committee or Advisory Committee must be filled by the Board.

Section 8.6. Meetings. Regular meetings of a committee or Advisory Committee may be established by the Board or the committee or Advisory Committee. Committee or Advisory Committee meetings may also be called by the Board, the President, the committee or Advisory Committee chair, or by a majority of the committee or Advisory Committee members.

Section 8.7. Notice. Written notice of any committee or Advisory Committee meeting must be delivered at least 24 hours in advance of any committee or Advisory Committee meeting.

Section 8.8. Quorum. A majority of the members of a committee or Advisory Committee constitute a quorum, unless otherwise provided in these Bylaws or the resolution of the Board establishing the committee or Advisory Committee.

Section 8.9. Manner of Acting. The act of a majority of the committee or Advisory Committee members present at a meeting at which there is a quorum is the act of the committee or Advisory Committee, unless the act of a greater number is required by statute, these Bylaws, or the Articles of Incorporation.

Section 8.10. No Proxy Voting. No committee or Advisory Committee member may act by proxy on any matter.

Section 8.11. Minutes. Contemporaneous minutes must be kept of each committee meeting. Contemporaneous minutes of an Advisory Committee meeting are only required to be kept if the Board directs. The Secretary of each meeting at which minutes are kept shall ensure that draft minutes for the meeting are prepared and distributed to each committee or Advisory Committee member in advance of the subsequent committee or Advisory Committee meeting. The committee or Advisory Committee shall review, revise if necessary, and approve the minutes at the subsequent meeting of the committee or Advisory Committee. Once approved, a copy of the minutes must be provided to the Secretary to be filed in the Academy's corporate records.

Section 8.12. Charters, Guidelines, and Rules. The Board may adopt additional charters, guidelines, or rules for a committee or Advisory Committee as it deems appropriate. Each committee or Advisory Committee may adopt rules for its own governance consistent with applicable law, the Articles of Incorporation, these Bylaws, the resolution establishing the committee or Advisory Committee, or any charter, guideline, or rules adopted by the Board.

Section 8.13. Informal Action. Except as otherwise provided in the resolution establishing a committee or Advisory Committee, the authority of a committee or Advisory Committee may be exercised without a meeting if a written consent stating the action taken is signed by all committee or Advisory Committee members entitled to vote.

Section 8.14. Telephonic or Electronic Meeting Participation. Committee and Advisory Committee members may participate in and act at any meeting of a committee or Advisory Committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this subsection constitutes presence in person at a meeting.

Section 8.15. Presumption of Assent. A committee or Advisory Committee member present at a meeting of the committee or Advisory Committee at which action on any matter is taken is conclusively presumed to have assented to the action taken unless the individual's dissent is entered in the minutes of the meeting or unless the individual files the individual's written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or forwards the dissent by registered or certified mail to the Secretary of the Academy immediately after the adjournment of the meeting. The right to dissent does not apply to a committee or Advisory Committee member voting in favor of the action.

Section 8.16. Compensation. The Academy shall not compensate committee and Advisory Committee members for their services as committee or Advisory Committee members.

Section 8.17. Authority of the Board. The Board may: (i) dissolve, reconstitute, or alter any committee or Advisory Committee; (ii) remove or replace any committee of Advisory Committee member; or (iii) take any other action with regard to a committee or Advisory Committee which the Board determines to be in the Academy's best interest. Except as otherwise provided in these Bylaws, all committee and Advisory Committee members serve at the pleasure of the Board.

Article IX
Standing Committees and Advisory Committees

Section 9.1. Standing Committees. Subject to the provisions of Article VIII of these Bylaws, the Academy has the following standing committees:

Section 9.1.1. Executive Committee.

    Section 9.1.1.1. Composition. The Executive Committee consists of the Academy's President, Vice President, Treasurer, Secretary, and Immediate Past President.

    Section 9.1.1.2. Responsibilities. The Executive Committee may exercise the authority of the Board during the intervals between meetings of the Board, subject to the Illinois General not for Profit Corporation Act, the Articles of Incorporation, these Bylaws, and the prior actions of the Board.

Section 9.1.2. Nominating Committee.

    Section 9.1.2.1. Composition. The Nominating Committee consists of at least four individuals, all of whom must be Fellow members appointed by the President. An individual is not eligible to serve as a Nominating Committee member after serving three consecutive one-year terms, until after the individual has been off the Nominating Committee for at least 24 consecutive months. In addition, no one serving on the Nominating Committee is eligible for nomination or election as a trustee or officer, while serving on the Nominating Committee. The Board shall appoint the Nominating Committee at least 120 days in advance of the Voting Members Annual Meeting.

    Section 9.1.2.2. Responsibilities. The Nominating Committee is responsible for soliciting, qualifying, and nominating individuals for election as trustees and officers. In making each nomination, the Nominating Committee shall seek individuals who possess the requisite backgrounds, education, training, and experience that will best serve the Academy's Exempt Purpose. In addition, when making trustee nominations the Nominating Committee shall seek nominees that if elected will result in a Board in which at least 70% of the Elected Trustees are Fellow members. After consultation with the Board, the Nominating Committee shall recommend a slate of candidates to the Voting Members by November 1 of each year. In determining any slate, preference should be given to Fellow members certified by the American Board of Cosmetic Surgery or the American Board of Facial Cosmetic Surgery. Alternate nomination petitions signed by not less than 20% of the Voting Members will be accepted on or before December 1 of each year. For the purposes of this paragraph, the total number of Voting Members is the number of Voting Members as of December 1 of that year. Alternate nomination petitions must be submitted to the Academy's Headquarters in the form designated by the Nominating Committee. A copy of the required form for alternate nomination petitions must be available at the Academy's Headquarters and must be made available to Voting Members upon request. If valid alternate nomination petitions are received for election of officers or trustees, a vote of the Voting Members must be conducted by mail-in or electronic ballot. The Academy shall deliver notice of the election to each Voting Member. The notice must include a mail-in or electronic ballot, state the election remains open for 30 days from the date on which the Academy delivers notice, and the date by which ballots must be received by the Academy to be counted in the election. The slate receiving the most votes by return ballot is elected; provided that not less than 15% of the Voting Members return ballots. If less than 15% of the Voting Members return ballots, the election is null and void, the alternate slate considered stricken as if none had been received. If no valid alternate nomination petitions are received or validated, the Nominating Committee's slate is automatically elected as of the Voting Members annual meeting.

Section 9.2. Standing Advisory Committees. Subject to the provisions of Article VIII of these Bylaws, the Academy has the following standing Advisory Committees:

    Section 9.2.1. Judicial Affairs Council.

      Section 9.2.1.1. Composition. The Judicial Affairs Council ("JAC") consists of six Fellow members appointed by the Board for two-year terms. No more than two members of the JAC may be current Board members. The Past President shall serve as the JAC chair. No JAC member may serve for more than one consecutive full term. Each member serves until that member's successor is appointed and that individual assumes the appointment.

      Section 9.2.1.2. Responsibilities. The JAC is the judicial authority of the Academy. The JAC shall: (i) address complaints against members raised by members, the Board, or third parties, in accordance with these Bylaws and the Academy's policies and procedures ("Complaints"); (ii) interpret these Bylaws and the policies, codes, rules, or regulations, of the Academy upon the Board's request; and (iii) perform other responsibilities assigned by the Board.

      Section 9.2.1.3. Member Conduct. The JAC may recommend disciplinary action with respect to any member in the event the JAC determines, in accordance with the procedures stated in Section 9.2.1.4 below, that such member has engaged or is engaging in conduct that: (i) violates the Academy's Bylaws, policies, codes, rules, or regulations; or (ii) is otherwise contrary to or inconsistent with the goals, objectives, and/or best interest of the Academy because of its fraudulent, improper, negligent, unethical, or unprofessional nature (collectively "Conduct Subject to Discipline"). Such disciplinary action may consist of censure, suspension (for a specified period of time), or expulsion.

      Section 9.2.1.4. Disciplinary Procedures. All Complaints and other matters regarding discipline of members are to be submitted to the JAC for consideration.

      (i) Requirements. All Complaints against members, except those raised by the Board, are to be submitted in writing to the JAC chair, care of the Academy's CEO, and addressed to the CEO at the Academy headquarters. The Complaint must:

      1. Be dated and signed by the Complainant;
      2. State all pertinent facts surrounding the matter that are known to the Complainant; and
      3. Include any and all pertinent documentation available to support the Complaint. For the purposes of this Section 9.2.1, Complaints referred to the JAC do not include complaints that fail to comply with the above requirements and/or complaints that the Academy determines require legal attention and/or review (e.g., trademark violations, etc.).


      (ii) Time of Filing.
      A Complaint may be filed at any time within one year of the date the Complainant was aware of, or in the opinion of the JAC should have been aware of, facts giving rise to the conduct allegedly subject to discipline. The JAC chair shall summarily dismiss any Complaint not filed within said one-year period.


      (iii) Initial Review.
      Upon receipt of a Complaint from the JAC chair, the JAC shall review the Complaint, and all documentation submitted therewith, and, in its discretion, initially determine that either:

      1. The Complaint does not comply with the requirements of this Section 9.2.1 and/or the Academy's applicable policies, procedures, or other governing documents;
      2. The Complaint contains insufficient information to establish the member subject to the Complaint ("Respondent") engaged in Conduct Subject to Discipline;
      3. The Complaint does not state facts which, if true, would constitute Conduct Subject to Discipline;
      4. The Complaint is otherwise unworthy of further consideration; or
      5. The Complaint contains information which, if true, would constitute Conduct Subject to Discipline by Respondent.


      (iv) Investigation.
      The JAC determines the nature and scope of its investigation and the tasks each JAC member must complete in connection with the investigation. It is anticipated, but not required, that the JAC will contact and interview the Complainant and the Respondent as part of its investigation. As part of the investigation, the JAC may provide the Respondent with a copy of the Complaint, notify the Respondent that an investigation is being undertaken, and/or inform the Respondent of the conduct subject to the Complaint. If requested by the JAC, the Respondent may submit a written response to the JAC within the time-period prescribed by the JAC. A Respondent's failure to reply to a JAC request for a response does not prevent the JAC from proceeding with its investigation, and may, in the JAC's discretion, be construed against the Respondent. Following its investigation, the JAC shall render a decision in accordance with Section 9.2.1.4 (v). The JAC may consult the Academy's legal counsel for assistance in rendering one of the above determinations. If the JAC renders determination "a," "b," "c," or "d" above, the Complaint is dismissed. If the JAC renders determination "e" above, it shall conduct an investigation.


      (v) JAC Decision.
      Subsequent to and based on its investigation, the JAC, by majority vote, shall meet and render a decision regarding whether the Respondent engaged or is engaging in Conduct Subject to Discipline. If the JAC determines Respondent's conduct did not constitute Conduct Subject to Discipline, the Complaint is dismissed. If the JAC determines Respondent's conduct constitutes Conduct Subject to Discipline, the JAC shall inform the Board in writing of its decision, and provide such details regarding the basis for its decision as the JAC deems appropriate under the circumstances, and include a specific recommendation that the Board impose one or more of the following disciplinary actions:

      1. That an unpublished letter of censure be presented to the Respondent;
      2. That a published letter of censure be presented to the Respondent;
      3. That Respondent's Academy membership be suspended for a specified period of time; and/or
      4. That Respondent's Academy membership be terminated.


      (vi) Board Decision.
      At the next regularly scheduled Board meeting, the Board shall consider all JAC recommendations submitted to the Board in accordance with Section 4(v) of this Article X and either:

      1. Follow the JAC's recommendation and direct the recommended sanction (if any) be imposed against the Respondent;
      2. Direct that a different and/or additional sanction or sanctions be imposed against the Respondent; or
      3. Direct that the JAC provide certain specific information to the Board with respect to said Complaint in order to follow the JAC's recommendation or render a different decision.


      (vii) Final Decisions.
      All dismissals of Complaints by the JAC chair, the JAC, or the Board in accordance with these Bylaws, and all final decisions of the Board with respect to all Complaints, are final, and not subject to appeal.


      Section 9.2.1.5. Impartiality.
      Only disinterested and impartial members of the JAC and the Board may participate in deliberations with respect to disciplinary actions against any member. Trustees who are also JAC members are not permitted to vote on the Board's decision in accordance with Section 9.2.1.4(vi).

      Section 9.2.1.6. Reinstatement. If disciplinary action taken against a member results in membership suspension or termination, the member may be reinstated as part of the JAC's disciplinary action or under other terms and conditions as the Board may determine.

Article X
Financial Matters

Section 10.1. Contracts. The Board may, by resolution, authorize any officer(s) or agent(s) of the Academy, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Academy and that authority may be general or confined to specific instances.

Section 10.2. Checks, Drafts, Notes, Etc. All checks, drafts, or other orders for the payment of money and notes or other evidences of indebtedness issued in the name of the Academy must be prepared and executed by the individuals and in the manner specified in these Bylaws or in a Board resolution.

Section 10.3. Deposits. All funds of the Academy must be deposited to the credit of the Academy in the banks, trust companies, or other Academy depositories designated in a resolution of the Board.

Section 10.4. Loans. Loans from the Academy to any individual or entity are prohibited.

Section 10.5. Independent Review or Audit. Annually, the Academy must have its financial books and records reviewed or audited by an independent accountant or auditor.

Section 10.6. Fiscal Year. The fiscal year of the Academy is October 1 – September 30.

Section 10.7. Budget. The Board shall adopt a budget in advance of each fiscal year. The affairs of the Academy must be conducted in accordance with the Academy's annual budget as approved or amended by the Board.

Article XI
Miscellaneous Provisions

Section 11.1. Books and Records. The Academy shall keep correct and complete books and records of account. The Academy shall also keep minutes of the proceedings of its Board and any committees having any of the authority of the Board. The Academy shall keep at its registered or principal office a record giving the name, mailing address, telephone number, and email address of the Academy's members, trustees, officers, committee and Advisory Committee members, and other volunteer leaders.

Section 11.4. Notice.

    Section 11.4.1. Notice by Electronic Means. A notice or action required to be in writing by the Illinois General Not-for-Profit Corporation Act, the Articles of Incorporation, or these Bylaws may be in an electronic form and transmitted or delivered by electronic means, including email transmission. A notice or action transmitted by the Academy by electronic means is deemed delivered as of the date and time it is transmitted by the Academy to the email address, or other electronic contact information for an individual appearing on the Academy's records. A notice or action transmitted to the Academy by electronic means is deemed delivered as of the date and time it is actually received by the Academy.

    Section 11.4.2. Delivered Defined. Any notice required under the provisions of the Illinois General Not-for-Profit Corporation Act, the Articles of Incorporation, or these Bylaws is deemed "delivered" when it is: (i) transferred or presented to someone in person; (ii) deposited in the United States Postal Service mail, addressed to the individual or entity at the individual's or entity's address as it appears on the records of the Academy, with sufficient first-class postage prepaid thereon; or (iii) in the case of an electronic notice, as specified in Article XI, Section 11.4.1.

    Section 11.4.3. Waiver. Whenever any notice is required to be given under the provisions of the Illinois General Not-for-Profit Corporation Act, the Articles of Incorporation, or these Bylaws a waiver thereof in writing, signed by the individual or individuals entitled to the notice, whether before or after the time stated therein, is deemed equivalent to the giving of the notice. Attendance at any meeting constitutes waiver of notice thereof unless the individual at the meeting objects to the holding of the meeting because proper notice was not given.

Article XII
Parliamentary Procedure

The conduct of meetings is governed by Robert's Rules of Order as most recently revised. In case of conflict between Robert's Rules of Order and these Bylaws, these Bylaws govern.

Article XIII
Indemnification

Section 13.1. Indemnification in Actions Other than by or in the Right of the Academy. The Academy may indemnify any individual who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Academy) by reason of the fact that the individual is or was a trustee, officer, employee, or agent of the Academy, or is or was serving at the request of the Academy as a trustee, officer, employee, or agent of another Academy, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner the individual reasonably believed to be in, or not opposed to, the best interests of the Academy and, with respect to any criminal action or proceeding, had no reasonable cause to believe the individual's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the individual did not act in good faith and in a manner the individual reasonably believed to be in or not opposed to the best interests of the Academy or, with respect to any criminal action or proceeding, that the individual had reasonable cause to believe that the individual's conduct was unlawful.

Section 13.2. Indemnification in Actions by or in the Right of the Academy. The Academy may indemnify any individual who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Academy to procure a judgment in its favor by reason of the fact that the individual is or was a trustee, officer, employee, or agent of the Academy, or is or was serving at the request of the Academy as a trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the individual in connection with the defense or settlement of such action or suit, if the individual acted in good faith and in a manner the individual reasonably believed to be in, or not opposed to, the best interests of the Academy, provided that no indemnification may be made in respect of any claim, issue, or matter as to which the individual is adjudged to be liable for negligence or misconduct in the performance of the individual's duty to the Academy, unless, and only to the extent that the court in which the action or suit was brought determines upon application, that despite the adjudication of liability, but in view of all the circumstances of the case, the individual is fairly and reasonably entitled to indemnity for the expenses as the court deems proper.

Section 13.3. Payment of Expenses. To the extent that a trustee, officer, employee, or agent of the Academy has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 13.1 and 13.2 of this Article, or in defense of any claim, issue, or matter therein, that individual may be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by that individual in connection therewith.

Section 13.4. Determination of Conduct. Any indemnification under Sections 13.1, 13.2, or 13.3 (unless ordered by a court) may be made by the Academy only as authorized in the specific case, upon a determination that indemnification of the present or former trustee, officer, employee or agent is proper in the circumstances because the individual has met the applicable standard of conduct stated in Sections 13.1, 13.2, or 13.3. This determination must be made: (i) by the Board by a majority vote of a quorum consisting of trustees who were not parties to the action, suit, or proceeding; (ii) if a quorum is not obtainable, or even if obtainable, if a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion; or (iii) by the Voting Members.

Section 13.5. Payment of Expenses in Advance. Expenses (including attorneys' fees) incurred by an officer, trustee, employee, or agent in defending a civil or criminal action, suit, or proceeding may be paid by the Academy in advance of the final disposition of the action, suit, or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the trustee, officer, employee, or agent to repay that amount, unless it is ultimately be determined that the individual is entitled to be indemnified by the Academy as authorized in this Article.

Section 13.6. Indemnification Not Exclusive. The indemnification and advancement of expenses provided by this Article is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested trustees, or otherwise, both as to action in the individual's official capacity and as to action in another capacity while holding such office, and continues as to an individual who has ceased to be a trustee, officer, employee, or agent, and inures to the benefit of the heirs, executors, and administrators of that individual.

Section 13.7. Effect of Amendment. A right to indemnification or to advancement of expenses arising under a provision the Articles of Incorporation or these Bylaws may not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.

Section 13.8. Insurance. The Academy may purchase and maintain insurance on behalf of any individual who is or was a trustee, officer, employee, or agent of the Academy, or who is or was serving at the request of the Academy as a trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against the individual and incurred by the individual in any such capacity, or arising out of the individual's status as such, whether or not the Academy would have the power to indemnify the individual against such liability under the provisions of this Article.

Section 13.9. Notice to Voting Members. If the Academy has paid indemnity or has advanced expenses under this Article to a trustee, officer, employee, or agent, the Academy shall report the indemnification or advance in writing to the Voting Members with or before the notice of the next meeting of the Voting Members.

Section 13.10. References to Academy. For purposes of this Article, references to "Academy" include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if its separate existence had continued, would have had the power and authority to indemnify its trustees, officers, employees, or agents, so that any individual who was a trustee, officer, employee, or agent of the merging corporation, or was serving at the request of the merging corporation as a trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, stands in the same position under the provisions of this Article with respect to the surviving corporation as the individual would have with respect to the merging corporation if its separate existence had continued.

Section 13.11. Other References. For purposes of this Article, references to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Academy" include any service as a trustee, officer, employee, or agent of the Academy that imposes duties on or involves services by such trustee, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. An individual who acted in good faith and in a manner the individual reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan is deemed to have acted in a manner "not opposed to the best interests of the Academy" as referred to in this Article.

Section 13.12. References to Trustee, Officer, Employee or Agent. For purposes of this Article, references to "trustee, officer, employee or agent" include volunteers serving at the request of the Board on committees and Advisory Committees of the Academy and in other volunteer roles with the Academy.

Article IV
Amendments

Section 14.1. Bylaws. The Bylaws may contain any provisions for the regulation and management of the Academy's affairs consistent with the Illinois General Not-for-Profit Corporation Act and the Articles of Incorporation.

Section 14.2. Amendment by the Board. Subject to any limitations stated in the Illinois General Not-for- Profit Corporation Act, the Articles of Incorporation, or these Bylaws concerning corporate action that must be authorized or approved by the Academy's Voting Members, these Bylaws may be altered, amended, or repealed, and new and other bylaws may be made and adopted at any meeting of the Board.

BYLAWS CERTIFICATE

The undersigned certifies that the undersigned is the Secretary of the Academy, an Illinois not-for-profit corporation, and that, as such, s/he is authorized to execute this certificate on behalf of the Academy, and further certifies that the foregoing Bylaws, consisting of 22 pages, including this page, constitute the Bylaws of the Academy as of this date, duly adopted by the Board of Trustees of the Academy on March 1, 2020.

Talon Maningas, DO, Secretary
3/1/20

Section 5.10 amended by the Board of Trustees on March 1, 2020.