FOR PREVENTION RESEARCH BYLAWS
1. This organization shall be known as the Society
for Prevention Research.
1. The Society for Prevention Research is an international
scientific organization focused upon the advancement
of science based prevention programs and policies
through empirical research. The membership of the
organization consists of scientists, practitioners,
advocates, administrators, and policy makers who
are concerned with the use of science to address
problems, issues, and challenges pertaining to the
prevention of social and public health problems.
2. Notwithstanding any of the purposes or objectives
stated elsewhere, the Society is organized exclusively
for educational purposes and will not engage in
any activities which are not contemplated by the
provisions of Section 501 (c) (3) of the Internal
3. The Society is not organized for profit and no
part of its net earnings shall be used for the benefits
of its members, officers, directors, or other private
persons, except that the organization will be authorized
to pay reasonable compensation for services rendered.
4. In the event of the dissolution of the Society,
any net assets shall be distributed to one or more
organizations which have established appropriate
exemption status under Section 501 (c) (3) of the
Internal Revenue Code, contributions to which organization(s)
are deductible, or to a State or Local government
solely for public purposes.
1. Membership in the Society shall be open to any
person interested in the objectives of the Society.
The forms and conditions of membership are set forth
in the Bylaws.
1. The officers of the Society shall be a President,
President Elect, Past President, Treasurer and Secretary.
2. Every other year the voting membership of the
Society will elect a President Elect who will serve
a one year term as President Elect and then succeed
to the office of President. Upon completion of a
term as President, the President will become the
Past President and will remain a member of the Board
of Directors for one year, while the President Elect
will become President of the Society.
3. The President shall preside at all meetings of
the Society and shall serve as the Chairperson of
the Board of Directors. The President is in charge
of and supervises the conduct of the Annual Meeting,
represents and speaks for the Society, may sign
contracts and other documents on behalf of the Society,
except as such duties are assigned to the Treasurer,
and shall perform other duties authorized by the
Board of Directors. The President shall appoint
chairs of all standing committees, except the ECPN
and the Diversity Network Committee subject to the
advice and consent of the Board, from among members
of the Society. The President is an ex-officio member
of all standing committees. In the event of death,
resignation, or inability to perform his or her
duties the powers of the President shall devolve
to the President Elect.
the case of death, resignation, or inability of
any officer to perform the duties of that office,
the Board of Directors shall determine whether a
special election is necessary or whether the Board
itself will appoint an interim officer who will
fill the office until the next general election.
of office for the President is two years and the
President Elect and the Past President will be one
President Elect shall become President and the President
shall become the Past President at the close of
the second Annual Meeting, or in the event that
such meeting is cancelled the change will take place
on July 1 of that year.
4. The President Elect shall work closely with the
President and shall be acquainted with the affairs
of the Society, performing the duties of the President
when absent. In the event that the President is
unable to complete the term of office, the President
Elect shall fill the uncompleted term and subsequently
fill the term of office that s/he was elected to
fill. The President Elect may receive special assignments
from the President. The President-Elect is an ex-officio
member of the Finance and Management Committee.
Otherwise, his or her duties are the same as those
of other members of the Board of Directors. In the
event of the death, resignation, or inability of
the President Elect to perform the duties of the
office, including succession to the office of President,
a new election will be held as soon as possible.
5. The Treasurer shall be appointed on an annual
basis by the Board of Directors. The Treasurer is
a voting member of the Board. The Treasurer shall
(a) receive, have custody of, and disburse the funds
of the Society subject to authorization of the Board
of Directors, (b) maintain a record of all receipts
and disbursements, prepare financial statements,
keep individual records of members' dues payments,
send out dues notices, and carry on the routine
business and fiscal affairs of the Society, (c)
arrange for an independent audit of the accounts
annually, (d) sign contracts and other authorized
documents on behalf of the Society, (e) carry out
or supervise solicitation of advertising and other
procurement of revenues for the Society, (f) prepare
an annual budget based on budget plans from the
President and the committee chairs.
6. The Secretary shall be appointed on an annual
basis by the Board of Directors from among its members.
The duties of the Secretary shall be to: (a) record,
maintain and distribute minutes of the Annual Business
Session and various meetings of the Board of Directors;
(b) maintain communication with various Society
committees relative to schedules, reporting, activities
of related committees, and other matters, as the
President may direct; (c) assemble and distribute
to the Board of Directors and others, as appropriate,
reports of committees; (d) maintain the Society
Policy and Procedures Manual, distributing appropriate
sections of the Policy and Procedures Manual to
new committee chairs; (e) be responsible for maintaining
important papers and records for the Society's archives;
(f) maintain and deposit minutes, committee reports,
and other reports to the Treasurer for the Society's
archives, and (g) certify the eligibility of nominees
for elective offices and the eligibility of members
in any balloting and shall send out, receive, and
maintain records of all ballots of elections, and
other matters voted upon by the membership,
V. Board of Directors
1. The governing body of the Society shall be the
Board of Directors. The Board of Directors has the
authority to interpret the Bylaws. It is also responsible
for the formulation of policy for the Society and
will have responsibility for the general and fiscal
affairs of the Society; shall fill all vacancies
not provided for in other ways, such appointees
to hold office until the installation of new officers
at the next Annual Meeting of the Society; shall
establish plans and call for both regular and, if
necessary, special meetings of the Society; and
may create and dissolve ad hoc committees as are
deemed necessary to carry out the functions and
achieve the objectives of the Society.
2. The Board of Directors shall consist of (a) the
officers of the Society and (b) twelve members of
the Society who will be elected for three year terms
and (c) the ECPN Chair and Diversity Network Committee
Chair who are ex-officio voting members of the Board.
3. An elected member of the Board of Directors has
no specific duties other than those assigned to
the Board by the Bylaws, or special assignments
made by the President or the Board of Directors.
A principal function of the Board of Directors is
to plan and direct the Annual Meeting.
4. In the event of a Board of Directors member's
death, resignation, or inability to perform his
or her duties, the Board shall appoint a successor
to complete the remaining term.
5. Board members must be dues paying members of
VI. Board of Directors Meetings
1. The Board of Directors shall meet at least once
during the Annual Meeting, at a time and place to
be announced in advance to the Members, and shall
be available to receive verbal or written communications
from the members at that time and place. At the
annual Board of Directors meeting coincidental to
the Annual Business Meeting, the Treasurer and the
Committee Chairs shall present written reports of
their activities during the past year and be available
for questions and discussions.
2. The Board of Directors shall meet on a regular
and/or periodic schedule to be determined by the
President and the Board of Directors each year.
Members of the Board of Directors may hold or participate
in a meeting of Directors by means of conference
telephone or similar communications equipment, and
provided that all persons participating in the meeting
can hear each other at the same time, this shall
constitute presence in person at the meeting.
3. Special meetings of the Board of Directors may
be called by the President or a majority of its
4. Forty-five percent of the members of the Board
of Directors shall constitute a quorum. The meeting
shall be conducted according to Robert's Rules of
Order, Revised. Any action required or permitted
to be taken by the Board may be voted upon without
a meeting if all members of the Board receive mail
or electronic mail and the votes are returned in
the same manner. Mail or electronic mail votes shall
be filed with the minutes of the Board.
VII. Annual Meetings
1. The Society shall hold an Annual Meeting for
the transaction of business, presentation of papers,
symposia, posters, and other forums for the discussion
of topics germane to the Society's objectives. The
Board of Directors may authorize additional meetings
and may cancel or postpone the Annual Meeting.
2. The Board of Directors shall announce the projected
times and sites of each Annual Meeting at least
three years prior to it. These meetings shall be
held at times and places convenient to as many members
of the Society as possible and where all accommodations
are open and accessible to all members of the Society.
Notice of additional meetings or of changes in the
time and place of meetings shall be sent to all
members of the Society as far in advance as possible.
3. A Business Meeting shall be held during the Annual
Meeting for the discussion of the business of the
Society, including the presentation of reports and
communications to inform the membership on matters
of interest to the Society, and to permit responses
from the Society's officers to questions and suggestions
from the membership. A summary of the actions of
the Officers, Board of Directors, and Committee
Chairs shall be presented to the membership and
an opportunity will be provided for questions from
the membership. The Business Session shall be scheduled
at a time not in conflict with other sessions. The
meeting shall be chaired by the President. It is
desirable that the Board Members attend the meeting.
A Treasurer's report shall be given. At the option
of the President the Business Meeting and the Board
Meeting may be conducted simultaneously or may be
4. Twenty five voting members, not including the
officers and members of the Board of Directors,
shall constitute a quorum at the annual Business
Session, and the meetings will be conducted according
to Robert's Rules of Order, Revised. A Parliamentarian,
appointed by the President, shall be present at
each Business Session. The Parliamentarian's rulings
shall prevail during the Business Session, but may
be appealed to the Board of Directors. The Parliamentarian
need not be a member of the Society.
Section 5. A majority of those attending the Business
Session may pass "courtesy" or "appreciation"
resolutions. If at least seventy five voting members,
including the Board of Directors’ members
and officers are present, a majority can refer an
item to the Board of Directors for study, endorse
a proposed resolution for an amendment to the Constitution
or Bylaws, or present a "Members Resolution"
to be acted upon by the membership by mail or electronic
ballot as governed by the conditions specified in
Article XVI of the Bylaws. The Board of Directors
is obligated to submit to the voting membership
proposals referred to it, together with its recommendations
or alternative proposals, if any.
VIII. Standing Committees
1. There shall be Standing Committees to carry out
and sustain the long term strategic objectives of
the Society. Currently these committees are Publications,
Program, Nominations, Elections, Membership, Recognition
and Honors, the Prevention Science Advocacy Committee,
Training, Early Career Preventionist Network, the
Finance and Management Committee and the Diversity
Board can create additional Standing Committees.
2. The President shall appoint Chairs of all Standing
Committees, except the ECPN and the Diversity Network
Committee, with the advice and consent of the Board,
from among members of the Society. The Chairs of
Standing Committees will appoint members of the
committees in collaboration with the President,
except as otherwise specified herein.
President of SPR is an ex-officio member of all
Standing Committees and is expected to facilitate
the smooth functioning of committees. He or she
shall monitor the activities of the committee and
take steps, where possible, to ensure that the committees
are following through with their plans and assignments.
3. The Publications Committee
Publications Committee has responsibility for all
print and electronic communications of the Society
having to do with prevention science. It shall also
develop and oversee websites and other mechanisms
for interacting with the membership and the public
Publications Committee shall oversee operations
of the journal(s) associated with the Society for
the Board of Directors and, on occasions when a
vacancy occurs in the editorship of the journal
or journals associated with the Society, recommend
a new editor to the Board of Directors. The Publications
Committee is also responsible for overseeing the
budget of the journal or journals associated with
the Society, and with the editor or editors, report
annually to the Board of Directors on the status
and operations of the journal or journals, including
an accounting of the income and expenditures for
the current year.
duties of the Publications Committee shall be to
act as liaison to the Board, make recommendations
to the Board of Directors, faithfully monitor and
execute such policies as have been agreed to between
the Society and the journal or journals associated
with the Society, and at least annually, and more
often if needed, report to the Board of Directors
on these relationships and activities.
Board of Directors, with the advice of the Publications
Committee, may authorize regular or occasional publications,
designating which shall go to the members as part
of their privilege of membership, but may not commit
the Society to publication costs beyond existing
or projected revenues.
Board of Directors, with the advice of the Publications
Committee, may authorize and approve the appointment
of an editor or editors of official Society publications.
length of editors' terms shall be five years unless
otherwise determined by the Board at the time of
appointment. An editor’s term may be renewed
or extended by a vote of the Board. An editor will
have the responsibility to appoint members of the
editorial board. Each editorial board member will
serve for a one-year term, renewable at the discretion
of the editor.
4. The Program Committee
purposes of the Program Committee shall be (a) to
organize the Annual Meeting and, in consultation
with the President, appoint those who will be responsible
for various segments of the program, (b) consider
and, when possible, honor requests from members
for opportunities to participate in the Annual Meeting,
and (c) be responsible for preparing a tentative
program for distribution to the membership three
months prior to the Annual Meeting and a final program
for distribution at the Annual Meeting.
Chair of the Program Committee shall serve for one
year, but may be appointed to additional terms.
5. The Nominations Committee
purpose of the Nominations Committee shall be to
(a) nominate persons to fill elected positions in
the organization, (b) nominate people for at large
seats on the Board, and (c) assist the President
in identifying people who would chair committees.
Chair of the Nominations Committee shall be a member
of the board of directors, appointed by the President
with the approval of the Board for a three year
term concurrent with their term on the board of
less than five months before the next Annual Meeting
of the Society, the Nominations Committee shall
(a) select two nominees for each office to be filled,
(b) verify the eligibility of the nominees with
the Secretary, (c) prepare a uniform and concise
information sheet for each nominee, (d) prepare
a ballot which shall provide for a write in vote
for each office, and (e) transmit the ballot form
and the information sheets to the Secretary or another
party designated by the Secretary to send voting
materials to the membership of the Society.
be eligible for nomination for an elective office,
a person must be a voting member whose dues have
been paid for the current year and for at least
one year immediately preceding his or her nomination.
Nominations Committee shall have the power to appoint
a three person Elections Subcommittee to oversee
elections. The subcommittee will tabulate the ballots
of the general election and submit a written report
of the results for each office to the President
and the Secretary, including the names of any write
in candidates who received at least ten percent
of the ballots cast for that office. After tabulation,
the ballots shall be returned to the Secretary to
be kept at least one year after the election.
6. The Membership Committee
shall be the goal of the Membership Committee to
recruit new members to the organization and to retain
Membership Committee shall prepare and distribute
membership lists annually, provide mailing lists
for Society publication(s), and send out periodic
communications to the membership.
Chair of the Membership Committee shall serve a
one year term, but may be appointed to additional
7. The Recognition and Honors Committee
Recognition and Honors Committee shall identify
people who are deserving of recognition for their
contributions to prevention science. The Committee
shall function at the discretion of the Board of
Directors in acknowledging an individual or group
for distinguished service to the Society or to the
field of prevention. A two thirds vote of the Board
of Directors shall be required for the authorization
of new awards or bestowal of existing ones.
Chair of the Recognition and Honors Committee will
be appointed by the President and will serve a one
year term. Nominations for awards will be solicited
from the membership of the Society by mail or electronic
8. The Prevention Science Advocacy Committee
purpose of this Committee shall be to further the
identification and adoption of science based prevention
practices and methods. This Committee will work
in conjunction with the Board to advocate for the
use of science based prevention methods. It will
collaborate with the other Standing Committees relevant
to training, publications, and other activities
of the Society.
Chair of this Committee will serve for up to three
years and may have multiple terms. The Chair, in
consultation with the President, will nominate members
to the Committee and the Board will approve of all
Committee shall have at least six members.
Committee is empowered to create subcommittees and
committees that are advisory to specific projects.
The chairs of subcommittees and advisory committees
are to be nominated by the Chair of the Committee
and approved by the Board.
9. Early Career Preventionists Network Committee
purpose of the Early Career Preventionists Network
(ECPN) is to support the scientific development
of the new members of the prevention science community,
to serve as a preliminary entry point of new members
in the SPR, and to provide a training ground for
leadership in the SPR.
ECPN Committee shall comprise two members, a Chair
and a Chair-Elect, elected by joint members of ECPN
and the SPR and committee chairs appointed as specified
in the ECPN Operating Rules.
10. Training Committee
purpose of the Training Committee shall be to seek,
develop and implement training opportunities in
prevention science for scientists and practitioners.
11. Finance and Management Committee
purpose of the Finance and Management Committee
is to assist the Treasurer in financial and administrative
activities, including personnel issues. The Treasurer
will serve as the Chair of the Committee. The Chair,
in consultation with the President, will nominate
members to the Committee and the Board will approve
of all new members. The President-Elect is an ex-officio
member of the Finance and Management Committee.
12. Diversity Network Committee
purpose of the Diversity Network Committee is to
advocate, support, and promote diversity initiatives
within SPR specifically for underrepresented racial/ethnic
groups as well as to encourage the conduct of prevention
research with racially/ethnically diverse populations.
Diversity Network Committee shall comprise two members,
a Chair and a Chair-Elect, elected by joint members
of the Diversity Network and SPR, and committee
chairs appointed as specified in the Diversity Network
Committee Operating Rules.
13. Other Committees
the presence of varying special interests, and endeavoring
to serve as broad a spectrum of its membership as
possible, the Society acknowledges the value of
ad hoc committees designed to address special needs.
Therefore, the Board is empowered to create ad hoc
committees as it sees fit. These committees shall
exist for as long as they are judged by the Board
of Directors to be active in serving the interests
of the membership.
IX. Special Projects
1. Given the Society's mission of enhancing the
effectiveness of prevention research and practice,
it is essential to have a system for pursuing Special
Projects. A Special Project is one that is created
to achieve a specific set of objectives relevant
to prevention research and practice and that is
funded through one or more grants or contracts.
2. Each committee may play a leadership role for
developing Special Projects and their requisite
funding, although any member of the Society may
propose a Special Project to a Committee or the
3. All proposals to outside funding sources will
be reviewed by the Board of Directors and must be
approved by it. The Board shall have complete discretion
regarding the decision to proceed or not proceed
with an application for funds for a Special Project.
4. An application for funding of a Special Project
shall name one or more directors of the project.
The project directors will have responsibility for
carrying out the project successfully. It is the
intention of the Society to ensure that directors
have both the authority and the support needed to
complete the project successfully. To this end,
the Society shall provide all of the necessary administrative
support that is necessary, such as space, accounting,
personnel policies and procedures, legal consultation,
and organizational development consultation that
is deemed needed, so long as the cost for these
items are borne by the outside funding source.
5. The Society recognizes the need of Project Directors
to have discretionary authority to carry out the
objectives of the project, as well as the need for
the Board to balance that authority against its
oversight responsibility. The Board and the Special
Project directors will devise methods appropriate
to the discretionary authority and oversight of
each Special Project. Once funded the Special Project
will provide annual progress reports to the Board.
The Board, at its discretion, shall provide feedback
and support to the project director(s). The Board
shall not terminate a project except for reasons
of clear malfeasance on the part of the project
6. In the event of the inability of the Project
Director(s) to continue the project, the Board shall
appoint replacements after consultation with directors,
associated with the project, who are remaining and
in consultation with the funding agencies.
X. Special Funds or Endowments
1. The Board of Directors may solicit, receive,
invest, and expend funds and the income from these
funds for special purposes designed to further the
interests of the Society, including the Annual Meeting.
XI. Administrative Office of the Society
1. The Board of Directors may establish an administrative
office for the Society and allocate to it responsibility
for day to day operations of the Society, and provide
funds for the office to complete the tasks involved
in the operations of the Society. The Board of Directors
may appoint an executive director or administrative
director or other professional staff, define the
Directors’ duties, approve compensation or
contract fees and terminate the Directors’
employment. The Director will be specifically accountable
to the President of the Society.
XII. Membership and Dues
1. Membership in the Society shall be from January
1 to December 31. For other purposes, including
the terms of elected officers, the terms "annual"
or "year" shall refer to the time between
the close of the Annual meeting and close of the
next following Annual Meeting, or whenever the next
President of the Society takes office. Should an
Annual Meeting be cancelled or postponed, the Board
of Directors shall set a time when the next Society
2. Membership classes shall be Regular, Emeritus,
or Student. (a) Regular members are persons who
are involved in prevention in any capacity. (b)
Emeritus membership, which has all the rights and
privileges of the Regular Membership, is restricted
to those who have retired from regular full-time
employment, have been Regular Members of the Society
for five or more years, and who make a written request
to the Secretary for Emeritus status. Membership
dues shall be waived with the option of receiving
the Journal at member’s rates. (c) Student
membership is restricted to individuals who are
enrolled or in residence toward a degree and have
not yet completed the requirements for a terminal
degree in their chosen field of study.
3. All members are entitled to attend meetings of
the Society, to receive its publication(s), and
to receive other communications authorized by the
Society. Regular, Emeritus, and Student members
have voting rights and, except for those holding
Student Membership, are eligible for elective office
in the Society.
4. Membership dues shall be established by the Board
of Directors for the various classes of membership.
The dues schedule in effect at the time these Bylaws
are adopted shall remain in effect until changed
by the Board of Directors of the Society. Any changes
made in the dues schedule shall take effect at the
beginning of the next membership year. Failure to
pay dues will result in suspension of membership
privileges if dues are not paid by the end of the
XIII. Voting and Elections
1. All voting for the election of officer(s) of
the Society, to amend the Bylaws, or to determine
Society policies and action, shall be by electronic
ballot among the voting members of the Society.
2. No less than three months before the Annual Meeting,
each voting member shall be electronically sent
an information statement on each nominee prepared
by the Nominations Committee, a ballot, together
with instructions for voting and returning ballots.
3. To be valid, ballots must be received by the
Secretary on or before the date specified on the
ballot, which shall not be less than thirty days
from the date of mailing. The member's dues must
be paid by or at the time the ballot is received
by the Secretary. Once eligibility is confirmed,
the ballot will be electronically archived.
4. Within one week after the final date for return
of ballots, the valid ballots will be reviewed and
tabulated by a three person Elections Subcommittee
appointed by the President. Immediately following
the tabulation, this Committee will submit a written
report of the results to the President and the Secretary.
The person receiving the highest number of votes
for each office shall be elected. The Secretary
shall notify candidates, the Board of Directors,
and the membership of the results of the election
by the most appropriate and prompt means. The Secretary
shall retain the records of the balloting for at
least one year after the election.
5. In the event of a tie vote for any office, the
Board of Directors shall determine the election
in a ballot conducted immediately by the Secretary.
A majority of those voting in the Board of Directors
XIV. Other Balloting
1. The Board of Directors may authorize and direct
electronic ballots other than elections, to determine
Society policy or action on any issues that may
arise, provided such balloting or its outcomes do
not contravene provisions of the Bylaws. Balloting
on matters covered by the Bylaws must be in accordance
with the provisions specified for amendments.
2. Special electronic ballots may be initiated by
the Board of Directors or by other voting members
as provided below. They may be sent and returned
with an election ballot or separately at other times.
The relevant portions of the Bylaws apply to this
balloting as well as any other conditions that may
be specified by the Board of Directors.
3. The Board of Directors shall authorize a special
electronic ballot if ten percent or more of the
members eligible to vote sign a written statement
proposing a course of action, a resolution, or a
policy change and send it to the Secretary for presentation
to the Board of Directors. The Secretary determines
when this condition has been met and promptly thereafter
distributes the statement to the Board of Directors.
4. Within two month after such a statement has been
determined to have been validly submitted by ten
percent or more of the eligible membership, an electronic
ballot shall be sent to each voting member, together
with the statement of the proposers and any recommendation,
explanation, or alternative proposal suggested by
the Board of Directors. The Board of Directors shall
consider the urgency of the issue and employ special
mailing or a shorter time schedule when it deems
5. A majority of the eligible votes received shall
determine the issue.
6. The Board of Directors may also authorize the
Secretary to conduct a poll of the membership opinion
on any issue by the Internet, with the specification
that the results do not commit the Society to any
position or action and is merely a poll of membership
sentiment. The Board of Directors authorizes and
specifies the conditions of such a poll and the
Secretary counts the ballots and announces the results.
1. These Bylaws may be amended or new Bylaws adopted
by a two thirds vote of the eligible voters who
cast votes in an electronic ballot.
2. A proposed change in the Bylaws shall be sent
to the members of the Society for a vote when (a)
initiated by the Board of Directors, (b) submitted
in a petition by fifty voting members, or (c) endorsed
by a majority vote at the Business Session at the
3. A proposed Amendment shall be voted on no less
than two months and no more than six months after
the Amendment is proposed.
1. The Society shall indemnify any person 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 Society) by reason of the fact
that such person is or was a Director or officer
of the Society, or a chair or member of any committee
or task force of the Society, 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 such person reasonably believed
to be in, or not opposed to, the best interest of
the Society, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe
that such person’s conduct was unlawful. The
termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person
did not act in good faith and in a manner which
such person reasonably believed to be in, or not
opposed to, the best interest of the Society, and,
with respect to the criminal action or proceeding,
had reasonable cause to believe that such person’s
conduct was unlawful.
2. The Society shall indemnify any person who was
or is a party, or is threatened to be made a party,
to any threatened, pending or completed action,
suit or proceeding by or in the right of the Society
to procure a judgment in its favor by reason of
the fact that such person is or was a Director or
officer of the Society, or a chair or member of
any committee or task force of the Society, against
expenses (including attorneys’ fees) actually
and reasonably incurred by such person in connection
with the defense or settlement of such action or
suit, if such person acted in good faith and in
a manner such person reasonably believed to be in,
or not opposed to, the best interest of the Society.
No indemnification shall be made in respect of any
claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or
misconduct in the performance of such person’s
duty to the Society, unless, and only to the extent
that, a court in which action or suit was brought
shall determine upon application that, despite the
adjudication of liability, but in view of all the
circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses.
3. The Society shall have power to purchase and
maintain insurance covering the Society and any
person who is or was a Director, officer, employee,
agent, or chair or member of a committee, task force,
or similar group of the Society, against liability
asserted against such persons and incurred in any
such capacity, or arising out of such person’s
status as such, whether or not the Society would
have the power to indemnify such person against
such liability under the provisions of this Article
XVI. Any amounts payable as indemnification under
this Article XVI shall be limited by the amount
of money collectible under the Society’s insurance
Bylaws Approved by the SPR Membership May 2009.