PE&RS July 2016 Public - page 508

508
July 2016
PHOTOGRAMMETRIC ENGINEERING & REMOTE SENSING
ARTICLE XV. DISSOLUTION
Section 1. Distribution of Assets to Other Organi-
zations
In the event of dissolution of the Society, any assets remain-
ing shall be distributed to one or more regularly organized
and qualified educational or scientific non-profit organiza-
tions to be selected by the Board of Directors and approved by
the membership.
Section 2. Assets in Formation of New Organizations
In the event of dissolution of the Society with intent to form
two or more similarly qualified new organizations, and if ap-
proved by the Board of Directors and the membership, any
assets remaining after payment of all debts and liabilities
shall be distributed to the new organizations when formed, in
amounts proportional to the distribution of Society members
into the new organizations.
Section 3. Dissolution by Subsumption into Another
Organization
In the event of dissolution of the Society by subsumption by
another organization, and if approved by the Board of Direc-
tors and the membership, any assets remaining after pay-
ment of all debts and liabilities shall be distributed to the
subsuming organization.
ARTICLE XVI. AMENDMENTS
Section 1. Petition for Amendment
Amendment to these Bylaws may be proposed in writing to
the Executive Director by petition of at least five members
of the Board of Directors or at least fifty members who are
qualified to vote.
Section 2. Amendment Procedure
Amendments proposed by the membership shall be considered
by the Board of Directors after receipt by the Executive
Director. The membership and the Board shall be advised
of proposed amendments by notification in writing or in the
Society’s Official Journal and/or Newsletter. The members
shall provide comment within 30 days of notification. The
Board shall receive member comments within 15 days
after the closing of the member comment period. Proposed
amendment(s) shall be considered by the Board at the next
Board meeting that is at least 15 days after the Board has
received member comments.
Section 3. Adoption
Amendments to these Bylaws shall be adopted by a three-
quarters vote of the Directors then serving on the Board of
Directors.
ARTICLE XVII. INDEMNIFICATION
The Society shall indemnify its Directors and Officers (collec-
tively, the “Indemnitees” or individually, the “Indemnitee”)
pursuant to the Virginia Nonstock Corporation Act, to the
fullest extent permitted thereby. In each and every situa-
tion where the Society may do so under such law, the Society
hereby obligates itself to so indemnify the Indemnitees, and
in each case, if any, where the Society must investigate on a
case-by-case basis prior to indemnification, the Society hereby
obligates itself to do so.
ASPRS Bylaws
The American Society for
Photogrammetry and Remote Sensing
5410 Grosvenor Lane, Suite 210, Bethesda, MD 20814
301-493-0290 ♦ (fax) 301-493-0208 ♦ (email)
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