The name of this nonprofit corporation shall be: Louisiana State Medical Society Educational and Research Foundation.

ARTICLE II
PURPOSES

This corporation is organized exclusively for the following purposes:

1. To engage in and carry out scientific research and research projects in the public interest in the fields of medical science, medical economics, public health, sociology, and related areas; and to make available the results of such research and research projects to the interested public and to the medical schools and the medical community of the State;
2. To support medical and para-medical education and the medical and para-medical schools through the media of, but not confined to, grants and scholarships for the purpose of improving and developing both the quality, quantity, and availability of medical and para-medical education and for the purpose of improving and developing the capabilities of those individuals studying, teaching and practicing medicine and other related fields and to engage in the instruction of the general public in the areas of medical science and related areas useful to the individual and beneficial to the community;
3. To make gifts and contributions to one or more organizations described as follows:

   "Corporations, and any community chest, fund or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office…";

4. To do and engage in any and all lawful activities which may be identical or reasonably necessary to any of the foregoing powers or purposes, and to have and exercise all other powers and authority now or hereafter conferred upon non-profit corporations under the laws of the State of Louisiana, subject to the limitations hereinafter set forth;
5. To accept and hold as assets of the corporation any monies or other properties which any person, trust, partnership or corporation may offer to the corporation as a contribution to its capital without the contributor thereby acquiring any interest in the corporate affairs or its assets; provided, however, that the Board of Directors shall have the right to reject the proffer of any asset, the acceptance of which, in its sole judgment, would not be in the best interests of the corporation in the light of its purposes. 
   
   However, in all events and under all circumstances, and notwithstanding anything else in the articles of incorporations or in these bylaws, and notwithstanding merger, consolidation, reorganization, termination, dissolution or winding up of this corporation, voluntary or involuntary or by operation of the law, or amendment of the articles of incorporation, or of these bylaws, the following provisions shall apply:

1. No part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; nor shall it engage in any activities which are unlawful under the laws of the United States of America or the State of Louisiana, or any other jurisdiction where such activities are carried on;
2. This corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither the whole, not any part or portion, of the assets or net earnings of this corporation shall be used, nor shall this corporation ever by organized or operated for purposes which are not exclusively religious, charitable, scientific, literary or educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code of the United States (or the corresponding provision of any future United States Internal Revenue Law).
3. No compensation or payments shall ever be paid or made to any member, officer, director, or other private person, or organizer of this corporation, except as a reasonable allowance for actual expenditures or services actually made or rendered to or for this corporation and in furtherance of its stated purposes; and neither the whole nor any part or portion of the assets or net earnings, current or cumulative, of this corporation shall ever inure to the benefit of or be distributed to or divided among such persons.

Louisiana State Medical Society Education and Research Foundation is a nonprofit corporation organized under laws of the State of Louisiana (La. R.S. 12:201 et. seq.).

ARTICLE IV
REGISTERED AGENTS

The registered agents for service of process are:
     Amy Phillips
     6767 Perkins Road
     Baton Rouge, LA 70808

ARTICLE V
REGISTERED OFFICE

The registered office of this corporation is located at 6767 Perkins Road, Baton Rouge, Louisiana 70808.

1. This corporation is organized on a non-stock basis.
2. The qualification of members and different classes of membership are as follows:

1. ACTIVE MEMBERSHIP. An active member shall:

1. Be a duly licensed doctor of medicine (M.D.); and
2. Hold office, by election or appointment, on the Board of Governors of the Louisiana State Medical Society, or be a member of the House of Delegates, of the Louisiana State Medical Society, who has been selected for membership herein by majority vote of the Board of Governors of the Louisiana State Medical Society, provided the number of such members of the House of Delegates selected may not exceed the number of two (2) during any on term and provided the term any not exceed one year; and
3. Have the right to vote and hold office in this corporation: (1) for such time, and only for such time, as he is a member of the Board of Governors of the Louisiana State Medical Society or (2) -in the instance of the two members of the House of Delegates – for the term of their selection and only for such term.

     2.   FELLOW MEMBERSHIP. A fellow member shall:

1. Be any individual person who, within any ten year period, shall have donated $1000.00 or more to the corporation; and
2. Not have the right to vote or hold office in the corporation unless he is also an active member.

     3.   SUSTAINING FELLOW MEMBERSHIP. A sustaining fellow member shall:

1. Be any individual person who shall have donated $5,000.00 or more to the corporation, within any period of time; and
2. Not have the right to vote or hold office in the corporation unless he is also an active member.

     4.   LIFE FELLOW MEMBERSHIP. A life fellow member shall:

1. Be any individual who shall have donated $10,000.00 or more to the corporation within any period of time; and
2. Not have the right to vote or hold office within the corporation unless he is also an active member.

     5.   HONORARY MEMBERSHIP. An honorary member shall:

1. Be one who has made an outstanding contribution to the field of medicine, or medical education, or to medical research, who in the opinion of a majority of the active members deserves special recognition by this corporation; and
2. Not have the right to vote or hold office in this corporation unless he is also an active member.

C.  Membership shall not be transferable, assignable or heritable. The corporation has the power to exclude from further membership any member who fails to comply with the reasonable and lawful requirements of the rules and regulations made by the corporation for the governance of its members.

D.   Each active member shall be entitled to one vote on each matter submitted to a vote.

E.   No member of this corporation shall be liable personally for any obligation of the corporation, except as is otherwise provided by law.

1. An annual meeting of the active members shall be held within 60 days of the annual meeting of the Louisiana State Medical Society for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
2. Special meetings of the active members may be called either by the President, the Board of Directors, or three or more of the active members.
3. The Board of Directors may from time to time designate any place, either within or without the State of Louisiana, as the place of meeting for any annual meeting or for any special meeting of active members.
4. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each active member, not less than five (5) days before the date of such meeting, by or at the direction of the President, the Secretary-Treasurer or the persons calling the meeting. In case of a special meeting or when required by statute or by the articles of incorporation or by the bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the corporation, with sufficient postage thereon prepaid. Any member may waive notice of any meeting. Any meeting shall be deemed to be validly called at which all of the members are present.
5. The presence in person or by proxy of a majority of the active members shall constitute a quorum at any meeting.

1. The affairs of the corporation shall be managed by the Board of Directors.
2. The minimum number of Directors is three, and the maximum number is the number of members of the Board of Governors of the Louisiana State Medical Society plus two. Directors shall be elected by majority vote of the active members at the annual meeting of the active members. Each director shall hold office until the next annual meeting of active members following his election and until his successor shall have been elected and qualified. A director may succeed himself in office. Directors must be active members of the corporation.
3. A regular annual meeting of the Board of Directors shall be held without other notice than by this by-law, immediately after and at the same place as the annual meeting of active members. The Board of Directors my provide by resolution the time and place, either within or without the State of Louisiana, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution, a copy of which resolution shall be sent to each director.
4. Special meetings of the Board of Directors may be called by or at the request of the President or three or more of the directors. The person or persons authorized to call special meetings of the Board may fix any place within the State of Louisiana as a place for holding such special meeting.
5. Notice of any special meeting of the Board of Directors shall be given at least two days previous thereto by notice delivered personally or sent by mail or telegram to each director at his address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with sufficient postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not 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, by the articles of incorporation or by these bylaws.
6. A majority of the Board of Directors, present either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the board.
7. Any vacancy occurring on the Board of Directors shall be filled by the active members of the corporation, provided that the person selected to fill the vacancy on the board is himself an active member of the corporation.
8. Directors as such shall not receive any compensation for their services.

ARTICLE IX
EXECUTIVE COMMITTEES OF THE BOARD

The Board of Directors may designate one or more committees, each committee to consist of two or more directors (and one or more directors may be named as alternate members to replace any absent or disqualified regular committee members) which shall have and may exercise the powers of the Board of Directors in the management of the ordinary transactions and affairs of the corporation, and may have powers to authorize the seal of the corporation to be affixed to documents. This committee or these committees, shall be designated as the Executive Committee(s), unless otherwise designated by the Board of Directors. Any vacancy occurring on any such committee shall be filled by the Board of Directors, and the President may designate another director to serve on the committee pending action by the Board. Unless otherwise ordered by the Board, each such committee shall hold office during the term of the Board constituting it. The designation of and delegation of authority to a committee shall not relieve the directors of any responsibility imposed upon them by the law.

ARTICLE X
STANDING COMMITTEES

1. It is appropriate for the Foundation to establish committees as needed from time to time to properly conduct its business and meet its goals and objectives. To this end the Board of Directors shall have the authority to create standing committees and the President shall have the additional authority to appoint ad hoc committees as needed.
2. The members, and Chairperson, of a standing committee shall be appointed by the President.
3. The term of the Chairperson of a standing committee shall be 1 year, serving from the time of his/her appointment until the appointment of his/her successor. The terms of other members of a standing committee shall be a maximum of three years. Initially, terms shall be staggered so that approximately one third of the members are elected each year. A member may be reappointed for additional terms. A vacancy, whether due to death, disability severe enough to prevent fulfillment of duties, resignation, or removal, shall be filled by an appointee of the President. A committee member with more than two unexplained absences during a term will be dropped from the committee roster.
4. All members of a standing committee may vote on issues pertaining to committee business. Voting privileges of ex officio members will be determined by the Board of Directors.
5. Minutes shall be developed and maintained for each committee meeting. A copy of these minutes shall be provided to the Board of Directors.
6. The standing committee of the Foundation shall be;

1. Budget and Finance Committee
2. Bylaws Committee
3. Continuing Medical Education Committee
4. Philip H. Jones, M.D., Memorial Scholarship Committee

ARTICLE XI
OFFICERS

1. The officers of the corporation shall be a President, a Vice-President, and a Secretary-Treasurer.
2. The duties of the officers shall be such as usually attached to such officers and such further duties as may be designated from time to time by the Board of Directors.
3. The officers of the corporation shall be selected from the Board of Directors and shall be elected annually by the Board of Directors at its regular annual meeting. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
4. The Board of Directors may, in its discretion, authorize the payment of reasonable compensation to any officer for services rendered to the corporation; however, no such compensation shall be effective if it would deprive the corporation of its tax-exempt status, contributions to which are tax-deductible under the Internal Revenue Laws of the United States.
    

1. The Board of Directors may authorize any officer or officers, agent or agents of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or specific, provided that the Board shall have no authority to authorize any contracts or instruments which would deprive the corporation of its tax-exempt status, contributions to which are tax deductive, under the Internal Revenue Laws of the United States.
2. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers agent or agents of the corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.
3. The funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
4. The Board of Directors may solicit and accept on behalf of the corporation any contributions, gift bequest, legacy of money or of any type of property for the general purposes or for any special purpose of the corporation.

ARTICLE XIII
BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its active members and Board of Directors and shall keep at the Registered Office a record giving the names and addresses of the members. All books and records of the corporation may be inspected by any active member, or his agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XIV
WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the Louisiana Non-Profit Corporation Law or under the provisions of the Articles of Incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV
AMENDMENTS TO BYLAWS

1. The directors of the corporation may make, amend, and repeal the bylaws of the corporation upon a majority vote of the directors present or represented at any regular or special meeting convened after notice of the purpose thereof. However, the members of the corporation may make, amend, and repeal the bylaws of the corporation by a majority vote of the members present or represented at any regular or special meeting convened after notice of purpose thereof, and, in such event, the action of the members regarding the bylaws shall be binding upon the directors. No bylaw nor amendment thereto shall be effective if it in any way would deprive the corporation of its tax-exempt status, contributions to which are tax deductible, under the Internal Revenue Laws of the United States.
2. The Secretary-Treasurer of the Board of Governors of the Louisiana State Medical Society who is a member herein, upon the written concurrence of legal counsel for the corporation and for the Louisiana State Medical Society, is empowered to amend the bylaws solely for the purpose of having them conform to the requirements of the Internal Revenue Service of the United States governing tax-exempt corporation, contributions to which are tax deductible.

I certify that the foregoing bylaws were unanimously adopted by the Board of Directors of the corporation at a special meeting held by them on the amended and adopted on the 15^th day of December at Baton Rouge, Louisiana.

________________________________
Wallace H. Dunlap, MD
DIRECTOR AND ACTING SECRETARY