CHINESE AMERICAN SOCIETY OF
ANESTHESIOLOGY BYLAWS
    (December, 2002)



Tittle V Society Funds and Assets Finance

 
5.00 General    Authority
5.01 The Treasurer shall act as official custodian of the funds of this Society, shall supervise the deposit of such funds into banking institutions and shall invest and reinvest them upon the direction of the Board of Directors.
5.10 Budget
5.11 The proposed Budget for the forthcoming fiscal year shall be prepared by the Administrative Council, shall anticipate all necessary expenses of this Society, and shall be submitted for approval at the Annual Meeting of the Board of Directors.
5.12 The Budget also shall be submitted to the House of Delegates for amendment and for final approval. The Administrative Council shall meet immediately following the Annual Meeting of the Society to implement the recommendations of the House of Delegates and to consider other issues.
5.13 Changes in Budget
The Board of Directors may change the Budget during the interval between meetings of the House of Delegates.
5.20 Expenditures
5.21 All expenditures must be for purposes authorized by the Board of Directors, or be for purposes authorized by these Bylaws, and must be within the annual budget.
5.22 Checks issued by this Society must bear the signature of one of the following officers: The Treasurer, the Assistant Treasurer, the Secretary, and the Assistant Secretary. The Board of Directors may authorize the establishment of special bank accounts and authorize the person or persons who may sign checks.
5.30  Audit
5.31 An audit of the financial records and accounts shall be made annually
5.40  Travel and Per  Diem Allowances
5.41 The Board of Directors shall establish a formula for reimbursement for travel expenses and per diem allowance
5.50 Indemnification
5.51 Circumstances
If not covered by liability insurance maintained by the Society, the Society shall indemnify any person made or threatened to be made a party to an action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director, Officer, Committee member, employee or agent of the Society, to the maximum extent permitted by the Not-For-Profit Corporation Law of the State of New York. To qualify for indemnification, such a person must have acted with due diligence and in good faith for a purpose which such person reasonably believed to be in the best interests of the Society, and such person must have had no reasonable cause to believe that such action was unlawful. To the extent permitted by law, the Society shall indemnify such persons against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action or proceeding, including any appeal thereof.
5.52 Procedure
Unless ordered by a court, indemnification shall be made as authorized in a specific case upon a determination that indemnification of the Director, Officer, Committee member, employee or agent is proper in the circumstances because such person has met the standard of conduct set forth in Section 5.51. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action or preceeding, or (2) if such a quorum is not obtainable, by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set for in Section 5.51 has been met.
5.53 Continuation of Right
The right of indemnification set forth in Section 5.51 shall continue as to a person who has ceased to be a Director, Officer, Committee member employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.