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The Council on Radionuclides and Radiopharmaceuticals (hereafter the "Association") is a business league of companies with common business interests in radionuclides, radiochemicals and other radioactive products primarily used in medicine and life science research, and radiopharmaceuticals. The purpose of the Association is: 1) to monitor and proactively respond to and to assist in regulatory and legislative processes at the International, U.S. Federal, State, or Local government levels that ensure reasonable controls on the development, manufacture, transportation, use, service, and disposal of radioactive products; 2) to develop and encourage the use of industrial standards to assure safe, reliable and high quality products and services; and 3) to promote and maintain public awareness of the benefits of these products and services to society.
to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. Notwithstanding any provision of the Articles of Incorporation of the Association or any other provision of these By-Laws, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
Except as provided otherwise by the Articles of Incorporation or by these By-Laws, the Association shall have all powers that a not for profit corporation has when organized under the General Corporation Law of the State of Delaware, as amended, and shall have all such additional powers as are permitted by any applicable law.
The registered office of the Association in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent is the Corporation Trust Company. The Association may have other offices within or without the State of Delaware as the Board of Directors may from time to time determine.
Section 4.1. Classes of Members, Qualifications. The Association shall have two classes of members.
Section 4.1.1. Full Member. Any North American company that is in the business of manufacturing, distributing, or compounding radionuclides for biomedical research, or radiopharmaceuticals, or radioactive sources, has paid applicable membership dues, and has a representative on the Board of Directors shall be a full member of the Association for the term specified by the Board of Directors. A vote of greater than two-thirds of the directors is required for membership approval.
Section 4.1.2. Affiliate Member. Any North American company that is in the business of manufacturing, distributing, or compounding radionuclides for biomedical research, radiopharmaceuticals, or radioactive sources, and any North American company that is in the business of manufacturing pharmacologically active agents used in Nuclear Medicine procedures, has paid applicable membership dues, and does not have a representative on the Board of Directors; shall be an affiliate member of the Association for the term specified by the Board of Directors. A vote of greater than two-thirds of the directors is required for membership approval.
Section 4.2. Dues. The Board of Directors may determine the amount of an initial membership fee, if any, and annual dues payable to the Association by members.
Section 4.3. Voting Rights. Each full member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 4.4. Resignation, Removal. Any member may resign by filing a written resignation with the Secretary/ Treasurer. Any member may be removed, with just cause (such as nonpayment of dues), by affirmative vote of a majority of the directors, provided that thirty days' written notice is given to such member in advance of such vote and provided that such member is offered an opportunity to be heard by the Board of Directors before such vote.
Section 4.5. Reinstatement. Upon written request signed by a former member and filed with the Secretary/Treasurer, the Board of Directors may by affirmative vote of two-thirds of the directors reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 4.6. Annual Meeting. The annual meeting of the members for the election of Directors of the Association and for the transaction of such other business as may properly be brought before the meeting shall be held at such times as the Board of Directors may provide.
Section 4.7. Special Meetings. Special meetings of members may be called by the Board of Directors or such officer as the Board of Directors may designate.
Section 4.8. Place of Meeting. All meetings of members shall be held at such place, either within or without the State of Delaware, as the Board of Directors may provide.
Section 4.9. Notice of Meetings. Written or printed notice, and an agenda stating the place, day, and hour of the meeting, and in the case of a special meeting or one required by law or by these By-Laws, stating the purpose or purposes for which the meeting is called, shall be delivered to each member of record entitled to vote at such meeting not less than ten (10) nor more than ninety (90) days before the date of the meeting. Such notice shall be given by or at the direction of the Chairman, the Secretary/Treasurer, or the officer or persons calling the meeting.
Section 4.10. Action Without a Meeting. (1) Any action required by law to be taken at any annual or special meeting of members entitled to vote, or any other action which may be taken at a meeting of members entitled to vote, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed (i) by all members entitled to vote with respect to the subject matter thereof, or (ii) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting. Prompt notice in writing of the taking of such action without a meeting shall be delivered to those members entitled to vote who have not consented in writing. Such consents shall be delivered to the Association by delivery to its registered office in the State of Delaware, its principal office, or the Secretary/Treasurer of the Association. Delivery made to the Association's registered office shall be by hand or certified or registered mail, return receipt requested.
Section 4.11. Action at a Meeting. If a quorum is present, the affirmative vote of a majority of the votes present and voted, either in person or by proxy, shall be the act of the full members, unless the vote of a greater number is required by law, the Articles of Incorporation, or these By-Laws.
Section 4.12. Quorum. Unless otherwise provided by the Articles of Incorporation or these By-Laws, full members of the Association holding one-half of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at a meeting of full members except that in the absence of a quorum, a majority of the full members present may adjourn the meeting to another time without further notice. Withdrawal of full members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 4.13. Proxies. A full member entitled to vote may vote in person or by proxy executed in writing by the member or that member's duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The proxy must state the issue or motion that the vote is intended to cover.
Section 5.1. General Powers. The affairs of the Association shall be managed by or under the direction of its Board of Directors.
Section 5.2. Number and Qualifications. The maximum number of directors of the Association shall be the number of full members of the Association.
Section 5.3. Appointment and Tenure. Directors shall be elected by vote of the members at each annual meeting, and each director shall hold office until the next annual meeting of members and until a successor has been elected and qualified. If the election of directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Elections of directors may be conducted by mail.
Section 5.4. Resignation. A director may resign at any time by written notice delivered to the Secretary/ Treasurer of the Association. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery.
Section 5.5. Presiding Officer. The presiding officer at any meeting of the Board of Directors shall be the Chairman of the Board, or, in his absence, the Vice Chairman, or, in the absence of both the Chairman and the Vice Chairman, any other director elected chairman by vote of a majority of the directors present at the meeting.
Section 5.6. Executive Director. The Board of Directors shall contract with an individual, who is not a member of the Board, to serve as the Executive Director. The Executive Director shall perform functions as assigned by the Board of Directors.
Section 5.7. Vacancies. A vacancy in the Board of Directors by reason of resignation, death, or removal shall be filled, as necessary, by the Board of Directors, taking into account the nomination of the member company represented by the former director. Any vacancy occurring in the Board of Directors by reason of an increase in the number of directors may be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office or, if the director is elected because of an increase in the number of directors, the term of such director shall expire at the next annual meeting of members entitled to vote.
Section 5.8. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without notice other than these By-Laws, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Delaware, for the holding of additional regular meetings of the Board without notice other than such resolution.
Section 5.9. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board and may be conducted either within or without the State of Delaware.
Section 5.10. Notice of Meetings. Notices and agenda of any special meeting of the Board of Directors shall be given in accordance with these By-Laws at least three (3) days in advance thereof by written notice to each director at the address shown for each director on the records of the Association. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, the Articles of Incorporation, or these By-Laws.
Section 5.11. Action Without a Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting, if a consent setting forth the action so taken shall be signed by all directors or by all the members of such committee entitled to vote with respect to the subject matter thereof, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors or committee members. All approvals evidencing the consent shall be delivered to the Secretary/Treasurer to be filed in the records of the Association. The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date. Any such consent shall have the same force and effect as a unanimous vote.
Section 5.12. Quorum. One-half of the directors then in office shall constitute a quorum for the transaction of business at any meeting, provided if less than one-half of the directors are present, a majority of the directors then present may adjourn the meeting to another time without further notice. Withdrawals of directors from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 5.13. Action at a Meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these By-Laws.
Section 5.14. Proxies. At all meetings of the Board of Directors, a director may vote by proxy executed in writing by the director and authorizing a director in attendance at the meeting to act for such absent director or by designating a person to act as a director, in writing, on his/her behalf. A director may confer a limited or general proxy, which shall be valid only for the meeting and on such date identified therein, unless that meeting is continued for lack of a quorum. Before or at the time of the meeting, such proxy shall be filed with the Executive Director and the Chairman of the Board and shall state clearly the scope of authority granted. Any copy, facsimile or other reliable reproduction of such writing may be used for any and all purposes for which the original writing could be used, provided such writing is a complete reproduction of the original writing.
Section 6.1. Committees of the Board of Directors. A majority of the Board of Directors may create one or more additional committees of the Board, which committees, to the extent specified by the Board and not otherwise prohibited by law, may have and exercise authority of the Board of Directors in the Management of the Association. The designation of any committee and the delegation thereto or authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by these By-Laws.
Section 6.2. Action of Committees of the Board. A majority of a committee of the Board of Directors shall constitute a quorum. The Act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee. A committee may act by unanimous consent in writing without a meeting in the manner provided by these By-Laws for written consents of the Board of Directors. Some or all committee members may participate in and act at any meeting through the use of a conference telephone or other similar communications equipment. No member of a committee of the Board may act by proxy. Subject to these By-Laws and to action by the Board of Directors, a majority of the members of a committee of the Board shall determine the time and place of meetings and the notice required for meetings.
Section 6.3. Advisory Committee. The Board of Directors may create one or more advisory committees or other advisory bodies and appoint persons to such advisory committees or bodies who need not be directors. Such advisory committees or bodies may not act on behalf of the Association or bind it to any action but may make recommendations to the Board of Directors or the officers.
Section 6.4. Nominating Committee. The Nominating Committee shall be a standing committee of the Association. The Nominating Committee shall have the following responsibilities: to recruit qualified candidates for elective positions of the Association; and to recommend removal of a director.
Section 6.5. Working Committees. The Board of Directors may from time to time, in its discretion, by resolution passed by a majority of the Board of Directors, designate, and appoint other committees of one or more directors which shall have and may exercise such lawfully delegable powers and duties conferred or authorized by the resolutions of designation and appointment. The Board shall have power at any time to change the members of any such committee, to fill vacancies, and the discharge any such committee.
Section 6.6. Special Interest Committees. The Board of Directors, at their discretion, can also create Special Interest Committees, in which each Director is free to be a participating member. If any cost is incurred by a Special Interest Committee, the Special Interest Committee will levy an assessment to fund such Special Interest Committee activities.
Section 6.6.1. Membership. A Director may appoint another employee of his/her company to represent him/her as a participating member of a Special Interest Committee or of a subcommittee of a Special Interest Committee. The maximum number of members of a Special Interest Committee or of a subcommittee shall be the number of full members of the Association. At least one Director must be a member of each Special Interest Committee.
Section 6.6.2. Dues. The costs and expenses relating to the work of any Special Interest Committee or sub-committee shall be borne only by those member companies whose director so elects to participate.
Section 6.6.3. Voting Rights. Each member of a Special Interest Committee or a sub-committee shall be entitled to one vote on each matter submitted to a vote of the members.
Section 6.6.4. Tenure. The tenure of a Special Interest Committee member is the same as the tenure of the Director who participates in the Special Interest Committee or who appointed the committee member who participates in the Special Interest Committee or subcommittee.
Section 6.6.5. Resignation, Removal. Any member may resign from a Special Interest Committee by filing a written resignation with the Chairman of a Special Interest Committee. Any member may be removed, with just cause (such as nonpayment of dues), by affirmative vote of a majority of the members of the Special Interest Committee, provided that thirty days written notice is given to such member in advance of such vote and provided that such member is offered the opportunity to be heard by the committee membership before such vote.
Section 6.6.6. Reinstatement. Upon written request signed by a former member and filed with the Chairman of a Special Interest Committee, the members may by affirmative vote of two-thirds of the members reinstate such former member to committee membership upon such terms as the members may deem appropriate.
Section 6.6.7. Vacancies. A vacancy in a Special Interest Committee membership by reason of resignation, death, or removal shall be filled, as necessary by the Board of Directors, taking into account the nomination of the member company represented by the former Director.
Section 6.6.8. Presiding Officer of a Special Interest Committee. The presiding officer at any meeting of a Special Interest Committee shall be an elected Chairman by vote of a majority of Special Interest Committee members at a special meeting of a Special Interest Committee shortly before or after the Annual Meeting of the Board of Directors. In the absence of the Chairman, the presiding officer of a meeting shall be any committee member elected chairman by a vote of a majority of the members present at the meeting. The Chairman shall hold office until a successor is elected and qualified or until such Chairman’s earlier death , resignation, or removal in the manner provided above. Vacancies may be filled at any meeting of a Special Interest Committee. Election or appointment of any member or agent shall not create any contract rights.
Section 6.6.9 Presiding Officer of a subcommittee of a Special Interest Committee. The presiding officer of a subcommittee of a Special Interest Committee shall be any subcommittee member elected Chairman by vote of a majority of the subcommittee members. In the absence of the Chairman, the presiding officer of a meeting shall be any subcommittee member elected chairman by a vote of a majority of the members present at the meeting. The Chairman shall hold office until a successor is elected and qualified or until such Chairman’s earlier death, resignation, or removal in the manner provided above. Vacancies may be filled at any meeting of a subcommittee. Election or appointment of any member or agent shall not create any contract rights.
Section 6.6.10. Role of Chairman of the Board in a Special Interest Committee. The Chairman of the Board is to be an ad-hoc non-voting member of every Special Interest Committee and subcommittee, and is invited to attend the meetings of a Special Interest Committee or subcommittee. Information exchanged at the Special Interest Committees’ or subcommittees’ meetings is not to be shared by the Chairman of the Board with those outside the committee membership unless so permitted by such committees.
Section 6.6.11. Records. Special Interest Committees and subcommittee shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of their members, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of a Special Interest Committee or subcommittee may be inspected by any member entitled to vote in a Special Interest Committee or subcommittee, or such member's agent or attorney, for any proper purpose at any reasonable time.
Section 6.6.12. Access to Records. A Member company whose director does not elect to participate in a Special Interest Committee shall not be entitled to attend Committee or subcommittee meetings nor to have access to minutes and records or background information produced as a result of such meetings. A Special Interest Committee meeting may be opened to non-members by unanimous consent of the Special Interest Committee members. Minutes, records, and background information relating to work of a Special Interest Committee or subcommittee (including those in which all members do not participate) shall be provided only to the Executive Director, and to Legal Counsel, who would, in turn, make them available to member companies of the Special Interest Committee and to the Secretary¬/Treasurer in a sealed envelope for the Corporate archives.
Section 7.1. Enumeration. The officers of the Association shall be a Chairman of the Board, Vice Chairman, Secretary/Treasurer, and such other officers or assistant officers as may be elected or appointed by the Board of Directors. Officers whose authority and duties are not prescribed in these By-Laws shall have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person. A director may be an officer.
Section 7.2. Election and Term of Office. The officers of the Association shall be elected annually at the annual meeting of the Board of Directors, or as soon thereafter as conveniently possible. Each officer shall hold office until a successor is elected and qualified or until such officer's earlier death, resignation, or removal in the manner hereinafter provided. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Election or appointment of any officer or agent shall not itself create any contract rights.
Section 7.3. Resignation and Removal.
(a) Any officer may resign at any time by giving notice to the Board of Directors. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery. The resignation of an officer need not be accepted in order to be effective.
(b) The Board of Directors may remove any officer, either with or without cause, whenever in its judgment the best interests of the Association would be served thereby.
Section 7.4. Vacancies. A vacancy in any office, however caused, may be filled by the Board of Directors for the unexpired portion of the term.
Section 7.5. Compensation. The officers of the Association shall serve without compensation unless otherwise specified by the Board of Directors.
Section 7.6. Chairman of the Board. The Chairman of the Board shall in general supervise and control all of the business and affairs of the Association. The Chairman of the Board or any other proper officer of the Association may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed, and in general he shall perform all duties incident to the office of the Chairman of the Board and such other duties as from time to time may be prescribed by the Board of Directors. When present, he shall preside at all meetings of the members and of the Board of Directors.
Section 7.7. Vice Chairman. In the absence of the Chairman of the Board or in the event of his inability or refusal to act as Chairman of the Board, the Vice Chairman shall perform the duties of the Chairman of the Board and, when so acting, shall have all the powers of, and be subject to all the restrictions placed upon, the Chairman of the Board.
(e) keep a register of the mailing address of each member, director, or committee member, which shall be furnished to the Secretary/Treasurer by such member, director, or committee member.
The Secretary/Treasurer shall also have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipts for moneys due and payable to the Association from any source whatsoever, deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected by the Chairman of the Board, disburse the funds of the Association as ordered by the Board of Directors or the Chairman of the Board or as otherwise required in the conduct of the business of the Association, and render to the Chairman of the Board or the Board of Directors, upon request, an account of all his transactions as Secretary/Treasurer and on the financial condition of the Association. The Secretary/Treasurer may contract with an individual, who is not a member of the Board, to perform certain functions with the prior approval by the Board. Any such contracted functions that involve the assessment, receipt, or transfer of moneys shall require periodic audits of all transactions by the Secretary/Treasurer.
The Secretary/Treasury shall in general perform all the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board or by the Board of Directors. If required by the Board of Directors, the Secretary/Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board of Directors shall determine for the faithful discharge of his duties and for the restoration to the Association, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind, in his possession or under his control belonging to the Association.
Section 8.1. Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 8.2. Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in the name of the Association unless authorized by a resolution by the Board of Directors or by action of a duly empowered committee of the Board. Such authority to make loans may be general or confined to specified instances. No loan shall be made by the Association to a director or officer of the Association.
Section 8.3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness, issued in the name of the Association, shall be signed by such officer(s) or agent(s) of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments may be signed by the Chairman of the Board.
Section 8.4. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any authority of the Board of Directors, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any director, any member entitled to vote, or any director's or such member's agent or attorney, for any proper purpose at any reasonable time.
The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "Corporate Seal" and "Delaware."
Section 12.1. Manner of Notice. Whenever under the provisions of law, the Articles of Incorporation, or these By-Laws, notice is required to be given to any member, director or member of any committee designated by the Board of Directors, it shall not be construed to require personal delivery. Such notice may be given in writing by depositing it in a sealed envelope in the United States mails, postage prepaid and addressed to such member, director, or committee member at his or her address as it appears on the books of the Association, and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails; or such notice may be effected by facsimile transmission with printed evidence of successful transmission or electronic mail with printed acknowledgment of receipt, or given in writing by any other means and if given by such other means, shall be deemed given when received. Such requirement for notice shall be deemed satisfied, except in case of meetings of members with respect to which written notice is required by law, if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law, the Articles of Incorporation, or these By-Laws.
Section 12.2. Waiver of Notice. Whenever any notice is required to be given by law, by the Articles of Incorporation or by these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Each person who at any time is or shall have been a director, officer, employee, or agent of the Association or is or shall have been serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the Association in accordance with and to the full extent permitted by the General Corporation Law of the State of Delaware as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors, or otherwise. If authorized by the Board of Directors, the Association may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Corporation Law of the State of Delaware as amended from time to time.
A vote of a majority of the number of Directors may alter, amend, or repeal the By-Laws or adopt new By-Laws. Such action may be taken at a regular or special meeting for which a quorum is present and for which written notice of the purpose shall be given. If such action is taken without a meeting, all of the Directors entitled to vote thereon must consent in writing.
Upon dissolution of the Association, no funds shall be distributed, directly or indirectly, to any member, officer, or director of the Associa5tion, or to any private individual. Rather, after payment of any outstanding debts, any funds remaining shall be distributed as determined by the Board of Directors, in accordance with the purposes for which the Association was incorporated.

tokenized:
The Council on Radionuclides and Radiopharmaceuticals ( hereafter the " Association " ) is a business league of companies with common business interests in radionuclides , radiochemicals and other radioactive products primarily used in medicine and life science research , and radiopharmaceuticals . The purpose of the Association is : 1 ) to monitor and proactively respond to and to assist in regulatory and legislative processes at the International , U.S. Federal , State , or Local government levels that ensure reasonable controls on the development , manufacture , transportation , use , service , and disposal of radioactive products ; 2 ) to develop and encourage the use of industrial standards to assure safe , reliable and high quality products and services ; and 3 ) to promote and maintain public awareness of the benefits of these products and services to society .
 to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above . Notwithstanding any provision of the Articles of Incorporation of the Association or any other provision of these By - Laws , the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6 ) of the Internal Revenue Code of 1986 ( or the corresponding provision of any future United States internal revenue law ) .
 Except as provided otherwise by the Articles of Incorporation or by these By - Laws , the Association shall have all powers that a not for profit corporation has when organized under the General Corporation Law of the State of Delaware , as amended , and shall have all such additional powers as are permitted by any applicable law .
 The registered office of the Association in the State of Delaware shall be located at 1209 Orange Street , in the City of Wilmington , County of New Castle . The name of its registered agent is the Corporation Trust Company . The Association may have other offices within or without the State of Delaware as the Board of Directors may from time to time determine .
 Section 4.1 . Classes of Members , Qualifications . The Association shall have two classes of members .
 Section 4.1.1 . Full Member . Any North American company that is in the business of manufacturing , distributing , or compounding radionuclides for biomedical research , or radiopharmaceuticals , or radioactive sources , has paid applicable membership dues , and has a representative on the Board of Directors shall be a full member of the Association for the term specified by the Board of Directors . A vote of greater than two - thirds of the directors is required for membership approval .
 Section 4.1.2 . Affiliate Member . Any North American company that is in the business of manufacturing , distributing , or compounding radionuclides for biomedical research , radiopharmaceuticals , or radioactive sources , and any North American company that is in the business of manufacturing pharmacologically active agents used in Nuclear Medicine procedures , has paid applicable membership dues , and does not have a representative on the Board of Directors ; shall be an affiliate member of the Association for the term specified by the Board of Directors . A vote of greater than two - thirds of the directors is required for membership approval .
 Section 4.2 . Dues . The Board of Directors may determine the amount of an initial membership fee , if any , and annual dues payable to the Association by members .
 Section 4.3 . Voting Rights . Each full member shall be entitled to one vote on each matter submitted to a vote of the members .
 Section 4.4 . Resignation , Removal . Any member may resign by filing a written resignation with the Secretary/ Treasurer . Any member may be removed , with just cause ( such as nonpayment of dues ) , by affirmative vote of a majority of the directors , provided that thirty days ' written notice is given to such member in advance of such vote and provided that such member is offered an opportunity to be heard by the Board of Directors before such vote .
 Section 4.5 . Reinstatement . Upon written request signed by a former member and filed with the Secretary / Treasurer , the Board of Directors may by affirmative vote of two - thirds of the directors reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate .
 Section 4.6 . Annual Meeting . The annual meeting of the members for the election of Directors of the Association and for the transaction of such other business as may properly be brought before the meeting shall be held at such times as the Board of Directors may provide .
 Section 4.7 . Special Meetings . Special meetings of members may be called by the Board of Directors or such officer as the Board of Directors may designate .
 Section 4.8 . Place of Meeting . All meetings of members shall be held at such place , either within or without the State of Delaware , as the Board of Directors may provide .
 Section 4.9 . Notice of Meetings . Written or printed notice , and an agenda stating the place , day , and hour of the meeting , and in the case of a special meeting or one required by law or by these By - Laws , stating the purpose or purposes for which the meeting is called , shall be delivered to each member of record entitled to vote at such meeting not less than ten ( 10 ) nor more than ninety ( 90 ) days before the date of the meeting . Such notice shall be given by or at the direction of the Chairman , the Secretary / Treasurer , or the officer or persons calling the meeting .
 Section 4.10 . Action Without a Meeting . ( 1 ) Any action required by law to be taken at any annual or special meeting of members entitled to vote , or any other action which may be taken at a meeting of members entitled to vote , may be taken without a meeting , without prior notice , and without a vote if a consent in writing , setting forth the action so taken , shall be signed ( i ) by all members entitled to vote with respect to the subject matter thereof , or ( ii ) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting . Prompt notice in writing of the taking of such action without a meeting shall be delivered to those members entitled to vote who have not consented in writing . Such consents shall be delivered to the Association by delivery to its registered office in the State of Delaware , its principal office , or the Secretary / Treasurer of the Association . Delivery made to the Association 's registered office shall be by hand or certified or registered mail , return receipt requested .
 Section 4.11 . Action at a Meeting . If a quorum is present , the affirmative vote of a majority of the votes present and voted , either in person or by proxy , shall be the act of the full members , unless the vote of a greater number is required by law , the Articles of Incorporation , or these By - Laws .
 Section 4.12 . Quorum . Unless otherwise provided by the Articles of Incorporation or these By - Laws , full members of the Association holding one - half of the votes entitled to be cast on a matter , represented in person or by proxy , shall constitute a quorum for consideration of such matter at a meeting of full members except that in the absence of a quorum , a majority of the full members present may adjourn the meeting to another time without further notice . Withdrawal of full members from any meeting shall not cause failure of a duly constituted quorum at that meeting .
 Section 4.13 . Proxies . A full member entitled to vote may vote in person or by proxy executed in writing by the member or that member 's duly authorized attorney - in - fact . No proxy shall be valid after eleven months from the date of its execution , unless otherwise provided in the proxy . The proxy must state the issue or motion that the vote is intended to cover .
 Section 5.1 . General Powers . The affairs of the Association shall be managed by or under the direction of its Board of Directors .
 Section 5.2 . Number and Qualifications . The maximum number of directors of the Association shall be the number of full members of the Association .
 Section 5.3 . Appointment and Tenure . Directors shall be elected by vote of the members at each annual meeting , and each director shall hold office until the next annual meeting of members and until a successor has been elected and qualified . If the election of directors shall not be held at such meeting , such election shall be held as soon thereafter as conveniently possible . Elections of directors may be conducted by mail .
 Section 5.4 . Resignation . A director may resign at any time by written notice delivered to the Secretary/ Treasurer of the Association . A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery .
 Section 5.5 . Presiding Officer . The presiding officer at any meeting of the Board of Directors shall be the Chairman of the Board , or , in his absence , the Vice Chairman , or , in the absence of both the Chairman and the Vice Chairman , any other director elected chairman by vote of a majority of the directors present at the meeting .
 Section 5.6 . Executive Director . The Board of Directors shall contract with an individual , who is not a member of the Board , to serve as the Executive Director . The Executive Director shall perform functions as assigned by the Board of Directors .
 Section 5.7 . Vacancies . A vacancy in the Board of Directors by reason of resignation , death , or removal shall be filled , as necessary , by the Board of Directors , taking into account the nomination of the member company represented by the former director . Any vacancy occurring in the Board of Directors by reason of an increase in the number of directors may be filled by the Board of Directors . A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office or , if the director is elected because of an increase in the number of directors , the term of such director shall expire at the next annual meeting of members entitled to vote .
 Section 5.8 . Regular Meetings . A regular annual meeting of the Board of Directors shall be held without notice other than these By - Laws , immediately after , and at the same place as , the annual meeting of members . The Board of Directors may provide by resolution the time and place , either within or without the State of Delaware , for the holding of additional regular meetings of the Board without notice other than such resolution .
 Section 5.9 . Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board and may be conducted either within or without the State of Delaware .
 Section 5.10 . Notice of Meetings . Notices and agenda of any special meeting of the Board of Directors shall be given in accordance with these By - Laws at least three ( 3 ) days in advance thereof by written notice to each director at the address shown for each director on the records of the Association . Neither the business to be transacted at , nor the purpose of , any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting , unless specifically required by law , the Articles of Incorporation , or these By - Laws .
 Section 5.11 . Action Without a Meeting . Any action required by law to be taken at a meeting of the Board of Directors , or any other action which may be taken at a meeting of the Board of Directors or a committee thereof , may be taken without a meeting , if a consent setting forth the action so taken shall be signed by all directors or by all the members of such committee entitled to vote with respect to the subject matter thereof , as the case may be . The consent shall be evidenced by one or more written approvals , each of which sets forth the action taken and bears the signature of one or more directors or committee members . All approvals evidencing the consent shall be delivered to the Secretary / Treasurer to be filed in the records of the Association . The action taken shall be effective when all the directors or the committee members , as the case may be , have approved the consent unless the consent specifies a different effective date . Any such consent shall have the same force and effect as a unanimous vote .
 Section 5.12 . Quorum . One - half of the directors then in office shall constitute a quorum for the transaction of business at any meeting , provided if less than one - half of the directors are present , a majority of the directors then present may adjourn the meeting to another time without further notice . Withdrawals of directors from any meeting shall not cause failure of a duly constituted quorum at that meeting .
 Section 5.13 . Action at a Meeting . The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors , unless the act of a greater number is required by law , by the Articles of Incorporation , or by these By - Laws .
 Section 5.14 . Proxies . At all meetings of the Board of Directors , a director may vote by proxy executed in writing by the director and authorizing a director in attendance at the meeting to act for such absent director or by designating a person to act as a director , in writing , on his / her behalf . A director may confer a limited or general proxy , which shall be valid only for the meeting and on such date identified therein , unless that meeting is continued for lack of a quorum . Before or at the time of the meeting , such proxy shall be filed with the Executive Director and the Chairman of the Board and shall state clearly the scope of authority granted . Any copy , facsimile or other reliable reproduction of such writing may be used for any and all purposes for which the original writing could be used , provided such writing is a complete reproduction of the original writing .
 Section 6.1 . Committees of the Board of Directors . A majority of the Board of Directors may create one or more additional committees of the Board , which committees , to the extent specified by the Board and not otherwise prohibited by law , may have and exercise authority of the Board of Directors in the Management of the Association . The designation of any committee and the delegation thereto or authority shall not operate to relieve the Board of Directors , or any individual director , of any responsibility imposed upon it or him by these By - Laws .
 Section 6.2 . Action of Committees of the Board . A majority of a committee of the Board of Directors shall constitute a quorum . The Act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee . A committee may act by unanimous consent in writing without a meeting in the manner provided by these By - Laws for written consents of the Board of Directors . Some or all committee members may participate in and act at any meeting through the use of a conference telephone or other similar communications equipment . No member of a committee of the Board may act by proxy . Subject to these By - Laws and to action by the Board of Directors , a majority of the members of a committee of the Board shall determine the time and place of meetings and the notice required for meetings .
 Section 6.3 . Advisory Committee . The Board of Directors may create one or more advisory committees or other advisory bodies and appoint persons to such advisory committees or bodies who need not be directors . Such advisory committees or bodies may not act on behalf of the Association or bind it to any action but may make recommendations to the Board of Directors or the officers .
 Section 6.4 . Nominating Committee . The Nominating Committee shall be a standing committee of the Association . The Nominating Committee shall have the following responsibilities : to recruit qualified candidates for elective positions of the Association ; and to recommend removal of a director .
 Section 6.5 . Working Committees . The Board of Directors may from time to time , in its discretion , by resolution passed by a majority of the Board of Directors , designate , and appoint other committees of one or more directors which shall have and may exercise such lawfully delegable powers and duties conferred or authorized by the resolutions of designation and appointment . The Board shall have power at any time to change the members of any such committee , to fill vacancies , and the discharge any such committee .
 Section 6.6 . Special Interest Committees . The Board of Directors , at their discretion , can also create Special Interest Committees , in which each Director is free to be a participating member . If any cost is incurred by a Special Interest Committee , the Special Interest Committee will levy an assessment to fund such Special Interest Committee activities .
 Section 6.6.1 . Membership . A Director may appoint another employee of his / her company to represent him / her as a participating member of a Special Interest Committee or of a subcommittee of a Special Interest Committee . The maximum number of members of a Special Interest Committee or of a subcommittee shall be the number of full members of the Association . At least one Director must be a member of each Special Interest Committee .
 Section 6.6.2 . Dues . The costs and expenses relating to the work of any Special Interest Committee or sub - committee shall be borne only by those member companies whose director so elects to participate .
 Section 6.6.3 . Voting Rights . Each member of a Special Interest Committee or a sub - committee shall be entitled to one vote on each matter submitted to a vote of the members .
 Section 6.6.4 . Tenure . The tenure of a Special Interest Committee member is the same as the tenure of the Director who participates in the Special Interest Committee or who appointed the committee member who participates in the Special Interest Committee or subcommittee .
 Section 6.6.5 . Resignation , Removal . Any member may resign from a Special Interest Committee by filing a written resignation with the Chairman of a Special Interest Committee . Any member may be removed , with just cause ( such as nonpayment of dues ) , by affirmative vote of a majority of the members of the Special Interest Committee , provided that thirty days written notice is given to such member in advance of such vote and provided that such member is offered the opportunity to be heard by the committee membership before such vote .
 Section 6.6.6 . Reinstatement . Upon written request signed by a former member and filed with the Chairman of a Special Interest Committee , the members may by affirmative vote of two - thirds of the members reinstate such former member to committee membership upon such terms as the members may deem appropriate .
 Section 6.6.7 . Vacancies . A vacancy in a Special Interest Committee membership by reason of resignation , death , or removal shall be filled , as necessary by the Board of Directors , taking into account the nomination of the member company represented by the former Director .
 Section 6.6.8 . Presiding Officer of a Special Interest Committee . The presiding officer at any meeting of a Special Interest Committee shall be an elected Chairman by vote of a majority of Special Interest Committee members at a special meeting of a Special Interest Committee shortly before or after the Annual Meeting of the Board of Directors . In the absence of the Chairman , the presiding officer of a meeting shall be any committee member elected chairman by a vote of a majority of the members present at the meeting . The Chairman shall hold office until a successor is elected and qualified or until such Chairman ’s earlier death , resignation , or removal in the manner provided above . Vacancies may be filled at any meeting of a Special Interest Committee . Election or appointment of any member or agent shall not create any contract rights .
 Section 6.6.9 Presiding Officer of a subcommittee of a Special Interest Committee . The presiding officer of a subcommittee of a Special Interest Committee shall be any subcommittee member elected Chairman by vote of a majority of the subcommittee members . In the absence of the Chairman , the presiding officer of a meeting shall be any subcommittee member elected chairman by a vote of a majority of the members present at the meeting . The Chairman shall hold office until a successor is elected and qualified or until such Chairman ’s earlier death , resignation , or removal in the manner provided above . Vacancies may be filled at any meeting of a subcommittee . Election or appointment of any member or agent shall not create any contract rights .
 Section 6.6.10 . Role of Chairman of the Board in a Special Interest Committee . The Chairman of the Board is to be an ad - hoc non - voting member of every Special Interest Committee and subcommittee , and is invited to attend the meetings of a Special Interest Committee or subcommittee . Information exchanged at the Special Interest Committees ’ or subcommittees ’ meetings is not to be shared by the Chairman of the Board with those outside the committee membership unless so permitted by such committees .
 Section 6.6.11 . Records . Special Interest Committees and subcommittee shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of their members , and shall keep a record giving the names and addresses of the members entitled to vote . All books and records of a Special Interest Committee or subcommittee may be inspected by any member entitled to vote in a Special Interest Committee or subcommittee , or such member 's agent or attorney , for any proper purpose at any reasonable time .
 Section 6.6.12 . Access to Records . A Member company whose director does not elect to participate in a Special Interest Committee shall not be entitled to attend Committee or subcommittee meetings nor to have access to minutes and records or background information produced as a result of such meetings . A Special Interest Committee meeting may be opened to non - members by unanimous consent of the Special Interest Committee members . Minutes , records , and background information relating to work of a Special Interest Committee or subcommittee ( including those in which all members do not participate ) shall be provided only to the Executive Director , and to Legal Counsel , who would , in turn , make them available to member companies of the Special Interest Committee and to the Secretary¬/Treasurer in a sealed envelope for the Corporate archives .
 Section 7.1 . Enumeration . The officers of the Association shall be a Chairman of the Board , Vice Chairman , Secretary / Treasurer , and such other officers or assistant officers as may be elected or appointed by the Board of Directors . Officers whose authority and duties are not prescribed in these By - Laws shall have the authority and perform the duties prescribed from time to time by the Board of Directors . Any two or more offices may be held by the same person . A director may be an officer .
 Section 7.2 . Election and Term of Office . The officers of the Association shall be elected annually at the annual meeting of the Board of Directors , or as soon thereafter as conveniently possible . Each officer shall hold office until a successor is elected and qualified or until such officer 's earlier death , resignation , or removal in the manner hereinafter provided . Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors . Election or appointment of any officer or agent shall not itself create any contract rights .
 Section 7.3 . Resignation and Removal .
 ( a ) Any officer may resign at any time by giving notice to the Board of Directors . A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery . The resignation of an officer need not be accepted in order to be effective .
 ( b ) The Board of Directors may remove any officer , either with or without cause , whenever in its judgment the best interests of the Association would be served thereby .
 Section 7.4 . Vacancies . A vacancy in any office , however caused , may be filled by the Board of Directors for the unexpired portion of the term .
 Section 7.5 . Compensation . The officers of the Association shall serve without compensation unless otherwise specified by the Board of Directors .
 Section 7.6 . Chairman of the Board . The Chairman of the Board shall in general supervise and control all of the business and affairs of the Association . The Chairman of the Board or any other proper officer of the Association may sign any deeds , mortgages , bonds , contracts , or other instruments which the Board of Directors has authorized to be executed , except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By - Laws to some other officer or agent of the Association , or shall be required by law to be otherwise signed or executed , and in general he shall perform all duties incident to the office of the Chairman of the Board and such other duties as from time to time may be prescribed by the Board of Directors . When present , he shall preside at all meetings of the members and of the Board of Directors .
 Section 7.7 . Vice Chairman . In the absence of the Chairman of the Board or in the event of his inability or refusal to act as Chairman of the Board , the Vice Chairman shall perform the duties of the Chairman of the Board and , when so acting , shall have all the powers of , and be subject to all the restrictions placed upon , the Chairman of the Board .
 ( e ) keep a register of the mailing address of each member , director , or committee member , which shall be furnished to the Secretary / Treasurer by such member , director , or committee member .
 The Secretary / Treasurer shall also have charge and custody of and be responsible for all funds and securities of the Association , receive and give receipts for moneys due and payable to the Association from any source whatsoever , deposit all such moneys in the name of the Association in such banks , trust companies or other depositories as shall be selected by the Chairman of the Board , disburse the funds of the Association as ordered by the Board of Directors or the Chairman of the Board or as otherwise required in the conduct of the business of the Association , and render to the Chairman of the Board or the Board of Directors , upon request , an account of all his transactions as Secretary / Treasurer and on the financial condition of the Association . The Secretary / Treasurer may contract with an individual , who is not a member of the Board , to perform certain functions with the prior approval by the Board . Any such contracted functions that involve the assessment , receipt , or transfer of moneys shall require periodic audits of all transactions by the Secretary / Treasurer .
 The Secretary / Treasury shall in general perform all the duties incident to the office of Secretary / Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board or by the Board of Directors . If required by the Board of Directors , the Secretary / Treasurer shall give a bond ( which shall be renewed regularly ) , in such sum and with such surety or sureties as the Board of Directors shall determine for the faithful discharge of his duties and for the restoration to the Association , in case of his death , resignation , retirement , or removal from office , of all books , papers , vouchers , money , and other property of whatever kind , in his possession or under his control belonging to the Association .
 Section 8.1 . Contracts . The Board of Directors may authorize any officer(s ) or agent(s ) of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association , and such authority may be general or confined to specific instances .
 Section 8.2 . Loans . No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in the name of the Association unless authorized by a resolution by the Board of Directors or by action of a duly empowered committee of the Board . Such authority to make loans may be general or confined to specified instances . No loan shall be made by the Association to a director or officer of the Association .
 Section 8.3 . Checks , Drafts , Etc . All checks , drafts , or other orders for the payment of money , notes , or other evidence of indebtedness , issued in the name of the Association , shall be signed by such officer(s ) or agent(s ) of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors . In the absence of such determination , such instruments may be signed by the Chairman of the Board .
 Section 8.4 . Gifts . The Board of Directors may accept on behalf of the Association any contribution , gift , bequest , or devise for the general purposes or for any special purpose of the Association .
 The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members , Board of Directors , and committees having any authority of the Board of Directors , and shall keep a record giving the names and addresses of the members entitled to vote . All books and records of the Association may be inspected by any director , any member entitled to vote , or any director 's or such member 's agent or attorney , for any proper purpose at any reasonable time .
 The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words " Corporate Seal " and " Delaware . "
 Section 12.1 . Manner of Notice . Whenever under the provisions of law , the Articles of Incorporation , or these By - Laws , notice is required to be given to any member , director or member of any committee designated by the Board of Directors , it shall not be construed to require personal delivery . Such notice may be given in writing by depositing it in a sealed envelope in the United States mails , postage prepaid and addressed to such member , director , or committee member at his or her address as it appears on the books of the Association , and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails ; or such notice may be effected by facsimile transmission with printed evidence of successful transmission or electronic mail with printed acknowledgment of receipt , or given in writing by any other means and if given by such other means , shall be deemed given when received . Such requirement for notice shall be deemed satisfied , except in case of meetings of members with respect to which written notice is required by law , if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law , the Articles of Incorporation , or these By - Laws .
 Section 12.2 . Waiver of Notice . Whenever any notice is required to be given by law , by the Articles of Incorporation or by these By - Laws , a waiver thereof in writing signed by the person or persons entitled to such notice , whether before or after the time stated therein , shall be deemed equivalent to the giving of such notice .
 Each person who at any time is or shall have been a director , officer , employee , or agent of the Association or is or shall have been serving at the request of the Association as a director , officer , employee , or agent of another corporation , partnership , joint venture , trust , or other enterprise , shall be indemnified by the Association in accordance with and to the full extent permitted by the General Corporation Law of the State of Delaware as amended from time to time . The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by - law , agreement , vote of members or disinterested directors , or otherwise . If authorized by the Board of Directors , the Association may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Corporation Law of the State of Delaware as amended from time to time .
 A vote of a majority of the number of Directors may alter , amend , or repeal the By - Laws or adopt new By - Laws . Such action may be taken at a regular or special meeting for which a quorum is present and for which written notice of the purpose shall be given . If such action is taken without a meeting , all of the Directors entitled to vote thereon must consent in writing .
 Upon dissolution of the Association , no funds shall be distributed , directly or indirectly , to any member , officer , or director of the Associa5tion , or to any private individual . Rather , after payment of any outstanding debts , any funds remaining shall be distributed as determined by the Board of Directors , in accordance with the purposes for which the Association was incorporated .