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.