ARTICLE VIII - FINANCE

SECTION 1. DUES
Dues and payment thereof for the Massachusetts Association of Nurse Anesthetists shall be such as are established by the Board of Directors in accordance with applicable provisions of the bylaw of the American Association of Nurse Anesthetists. The Annual dues of the American Association of Nurse Anesthetists will be paid for the President, President-Elect, Secretary, and Treasurer of the Massachusetts Association of Nurse Anesthetists by the Massachusetts Association of Nurse Anesthetists.

SECTION 2.  ASSEMBLY DUES:       
This Association as a member of the New England Association of Nurse Anesthetists shall pay to that Assembly the per capita dues as stipulated in the Rules of New England Assembly.

SECTION 3.  FISCAL YEAR
The fiscal year of the Massachusetts Association of Nurse Anesthetists shall coincide will the calendar year. (effective January 1, 1990)

                                           
ARTICLE IX - OFFICIAL PUBLICATION

SECTION 1. NEWSLETTER
The Massachusetts Association of Nurse Anesthetists will publish an official publication to all members at least yearly.

SECTION 2. PURPOSE
The purpose of this publication shall be to keep the members informed of the activities of the Association and stimulate professional and personal interest in the Association.
 

ARTICLE X - PARLIAMENTARY AUTHORITY

Robert's Rules of Order, Revised, shall be the authority for this Association unless otherwise specified by the by-laws or by law.

These By-Laws may be amended at any meeting of members of the Association by two-thirds of those present and voting, provided notice of the proposed amendment has been appended to the call for the meeting. Complete By-Laws must be accepted by the Board of Directors prior to the presentation to the membership

ARTICLE XII - INDEMNIFICATION OF OFFICERS AND DIRECTORS

The corporation shall, to the extent legally permissible, indemnify any person serving or who has served as a Director or Officer of the Corporation, or at its request as a Director, Officer, Employee or other Agent of any organization in which the Corporation owns shares or which it is a creditor, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while serving or thereafter, by reason of his being or have been such a director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, provided, however, that as to any matter disposed of by a compromise payment by such Director, Officer, Employee, or Agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless:
(a) such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification:
(1) by a disinterested majority of the Directors then in office; or
(2) by the majority of the members at the time entitled to vote for Directors, voting as a single class, but any interested director or officer shall not be entitled to vote as a member and for this purpose he shall not be counted as a member entitled to vote; or
(b) in the absence of action by disinterested Directors or members, there has been obtained at the request of the majority of the Directors then in office an opinion in writing of independent legal counsel to the effect that such Director or Officer appears to have acted in good faith in the reasonable belief that his action was in the best interest of the Corporation.  Expenses including counsel fees, reasonably incurred by any such Director, Officer, Employee or Agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if it is ultimately determined that indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Director, Officer, Employee or Agent may be entitled by contract or otherwise under law. As used in the Article the terms "Director," "Officer"' "Employee"' and "Agent" include their respective heirs, executors and administrators, and an ""interested" Director, Officer, Employee, or Agent is one against whom in such capacity the proceedings in question or other proceeding on the same or similar grounds is then pending.

ARTICLE XIII - PERSONAL LIABILITY

The Members, Directors, and Officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation.  All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.

ARTICLE XIV - ASSETS OF THE CORPORATION
 
No part of the assets of the Corporation and no part of any net earnings of the Corporation shall be divided among or inure to the benefit of any officer or director of the Corporation or any private individual or be appropriated for any purposes other than the purposes of the Corporation. It is intended that this Corporation has been organized and shall be operated so as to entitle it to exemption from Federal Income Tax under Section 501(c) (6) of the Internal Revenue Code of 1954, as amended. and successor provisions thereto, and that it shall not be a private foundation under Section 509 (a) of the Internal Revenue Code. Upon the liquidation or dissolution or the Corporation, after payment of all the liabilities of the Corporation or due provisions thereof, all of the assets of the Corporation shall be disposed of to one or more organizations exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code.

Revised:

March 2005
March 2006
October 2006
January 2008
January 2009