DRAFT

Minutes of the 2007 Midwest Regional Board Meeting Kansas City, Missouri

November 9, 2007

Presiding: Margie St. Germain, Board Chair, Kansas City Section Attending: John Adams (Region Webmaster, University of Missouri), Keith Buszek (Kansas City), Jim Carroll (Omaha), Dana Delaware (Mark Twain), Gary Earl (Sioux Valley), Margie St. Germain (Chair, Kansas City), Michael Greenlief (Vice-Chair, University of Missouri), Ruth Hathaway (Historian, Southern Illinois), Daniel Higgins (Secretary, Kansas State University), Art Landis (Wichita), Michael Mosher (Nebraska) Leah O’Brien (St. Louis), Chris Pigge (Iowa), Donivan Porterfield (Central New Mexico), Paul Rillema (Wichita), Khamis Siam (MoKanOk), John Michael Sophos (ACS), David Wohlers (Mark Twain) Agenda: (attached) 0. The meeting was called to order at 7:25 am by Margie St. Germain (Chair) 1. The minutes of the Midwest Regional Board Meeting from October 27, 2006 were discussed

and several minor corrections made. A motion to approve the minutes was made by Ruth Hathaway and seconded by Mike Mosher. The motion passed unanimously.

2. The treasurer’s report (attached) was presented by Margie St. Germain in Gary Clapp’s

absence. It was noted that funds have not yet been received by the treasurer for the 40th and 41st Midwest Regional Meetings and that this has impacted the current Sinking Fund balance. Some minor corrections to the report were noted. Jim Carroll moved that the treasurer’s report be accepted. Ruth Hathaway seconded the motion. The motion passed unanimously.

3. The Chair asked for nominations for secretary. David Wohlers nominated Dawood Afzal

(Mark Twain Section). Khamis Siam moved that Dawood be elected secretary, contingent upon his acceptance. Mike Greenlief seconded the motion. The motion passed unanimously.

4. David Wohlers and Dana Delaware (both Mark Twain Section) gave an oral presentation of

the final report for the 41st Midwest Regional Meeting in Quincy, IL. A total of 735 were in attendance at the meeting, including 283 high school students. Over 300 from the general public were in attendance at the evening chemistry demonstration show held as a meeting-affiliated special event. Dana noted that the final account balance from the meeting was $6,080.72, reflecting a $3,919.28 loss. He stated that the Mark Twain Section had agreed to split the loss with the Steering Committee. It was noted by Ruth Hathaway that this is not

the usual practice. A full final report is expected in the near future. The final report for the 40th MWRM is also expected from Mel Mosher in the near future.

5. Keith Buszek (Kansas City Section) presented a preliminary report (attached) for the 42nd

MWRM in Kansas City. John Michael Sophos contributed additional data. The meeting was classified as an “unqualified success” by Keith. It was noted that there were about 1000 attendees, including invited speakers, student volunteers and exhibitors. The exhibition featured 40 booths with an approximately equal split between academic and industrial exhibits. The Kansas City Life Sciences Institute was acknowledged for their cosponsorship of the meeting. The meeting budget looks to be on track to make a small profit.

6. Michael Mosher (Nebraska Section) presented a report (attached) on plans for the 43rd

MWRM in Kearney, Nebraska. The meeting is scheduled for October 9-11, 2008 at the Kearney Ramada, which is now being completely remodeled. The theme of the meeting is to be “Renewables and Global Climate”. Ruth Hathaway moved that the meeting budget plan be approved and Art Landis seconded the motion. The motion passed unanimously.

7. Chris Pigge (Iowa Section) presented plans (attached) for the 44th MWRM to be held at the

Sheraton in Iowa City. The meeting is scheduled for October 20-23, 2009. Symposia at the meeting are to include sessions on Organophosphorous Chemistry, Supermolecular Chemistry and Ethanol Research and Development.

8. Art Landis (Wichita Section) presented plans (attached) for the 45th MWRM to be held in

Wichita, KS from October 27-30, 2010. Discussion of the Steering Committee’s role in reimbursing travel expenses to the RMPC ensued. In was noted that the Steering Committee would pay for one of two meeting organizers (usually the general chair and program chair) to attend the RMPC. Organizers for the 43rd-45th Regional Meetings need to submit receipts for travel and registration to Gary Clapp (treasurer) for reimbursement.

9. Leah O’Brien (St. Louis Section) presented a proposal (attached) to hold the 46th MWRM

(2011) in St. Louis. Khamis Siam moved that the proposal be accepted. Art Landis seconded the motion. The motion passed unanimously. Jim Carroll (Omaha) presented a preliminary proposal to hold the 47th MWRM (2012) in Omaha, Nebraska. Michael Greenlief stated that the Ozark Section had expressed interest in hosting the 48th MWRM (2013). Margie St. Germain noted that the Kansas City Section would be hosting the 50th MWRM in 2015.

10. Art Landis (Wichita Section) presented the report of the Midwest Region Awards Committee

(attached). He noted that there were significant difficulties this year with respect to communication and the timeline for awards nominations and decisions. John Sophos stated that each Regional Meeting Committee should include an Awards Chair who will work with

the Regional Awards Committee. It is planned that the Regional Awards Committee will come up with a set of written procedures and a time line for awards issues, to be distributed to Regional Meeting Committees in the future.

11. John Adams (Webmaster, University of Missouri Section) noted that the website for the

Midwest Regional Board is up and running and may be accessed at www.midwestacs.org. He asked that anyone submitting materials to be posted on the website submit them as MS Word or Excel files and not as PDF files. The former facilitate editing. He also requested that meeting organizers give him the URLs for upcoming meetings so he can add links to these sites.

12. Michael Greenlief (Vice-Chair, University of Missouri Section) presented a draft of the

Midwest Regional Board Governance Document (attached). Several minor corrections and issues were raised. It was decided that these and other issues would be addressed by a small group after the conclusion of the Regional Board Meeting. Margie St. Germain called for a “sense of the board” vote on whether the Governance Document would be acceptable to the Board, once corrections had been made. A show of hands indicated a majority would likely approve them.

13. John Michael Sophos (ACS) presented the ACS report. It was noted that the Regional

Meetings Subcommittee of the National ACS Committee on Meetings and Exhibitions would now include a liaison to each ACS Regional Board.

14. No new business issues and no continuing business issues were raised. 15. Michael Greenlief asked the Board to thank Margie St. Germain for serving as General Chair

of the 42nd MWRM and for her three years of service to the Board. Margie St. Germain asked the Board to acknowledge Ruth Hathaway, this year’s recipient of the Midwest Region Volunteer Award, for her contributions.

16) The meeting adjourned at 9:50 am.

TO: Midwest Region Board, Midwest Region of American Chemical Society FROM: Margie St. Germain, Chair

Mike Greenlief, Vice-Chair Dan Higgins, Secretary

Subject: Agenda for 2007 Midwest Region Board Meeting,

Kansas City, Missouri The Board of Directors will meet at 7:00 a.m. in the _____ Room on November 9, 2007. Margie St. Germain will preside over the meeting.

1. Approval of minutes from the 41st MWRM Region Board Meeting of the American Chemical Society. (Margie St. Germain)

2. Treasurer’s report. (Gary Clapp of the Kansas City Section) 3. Vote for new secretary. (Margie St. Germain) 4. Final Report on the 41st meeting (2006) in Quincy (Dawood Afzal and Mark Moore). 5. Draft Report on the 42nd meeting, November 7-10, 2007, in Kansas City, MO hosted

by the Kansas City Section. (Keith Buszek) 6. Report on the plans for the 43rd meeting (2008) hosted by the Nebraska Local Section

in Kearny. (Mike Mosher will be General Chair, Scott Darveau will be the Program Chair)

7. Report on plans for the 44th meeting (2009) hosted by the University of Iowa in Iowa

City. (Jason Telford) 8. Report on plans for the 45th (2010) hosted by the Wichita Section in Wichita. (Art

Landis) 9. Proposals for future meetings (Chris Spilling, Margie St. Germain)

a. St. Louis, 46th meeting (2011) b. Kansas City, 50th meeting (2015) c. Omaha (James Carroll)

10. Awards Committee Report (Art Landis) 11. MWRM Web pages and resources (John Adams) 12. Governance Document Issues (Mike Greenlief and Ruth Hathaway) 13. ACS Report (John Michael Sophos)

Midwest Region Awards Committee Report November, 9, 2007

The MWR Awards committee was initially instituted essentially to keep accurate lists of the awardees and to pick the teacher for “The John E. Bauman, Jr. Midwest Region Award for High School Chemistry” award. Since that time, the Awards Committee has seen its role in the awards process become expanded beyond what was its original charge. Now the committee does that and nominates last year’s HS Teacher Award recipient for the “James Bryant Conant Award in High School Chemistry Teaching” and selects the person for “The E. Ann Nalley Regional Award for Volunteer Service to the American Chemical Society” award. At last year’s meeting, this Board agreed to accept the offer of the ACS Division of Chemical Education to sponsor the high school teacher award. As part of that agreement, the name of the HS award has been changed from “The John E. Bauman, Jr. Midwest Region Award for High School Chemistry” to the “ACS Division of Chemical Education Midwest Region Award for Excellence in High School Teaching in Honor of John E. Bauman, Jr.” and a representative of the Division of Chemical Education is to be included on the selection committee. The MWR Awards Committee members are Jetty Duffy-Matzner and me, Art Landis. During the selection process for the HS Teaching Award, Paul Rillema was involved as the Chem. Educ. Representative. In this past year, we, the committee, have become more involved in the awards process. We have set time-lines and answered questions about the awards criteria. We received nomination materials for the HS Teacher Award, verified the receipt of those materials, notified the nominators of incomplete nomination files, reviewed and selected a teacher, Jackie Stewart. We then notified by e-mail the person selected, the nominator, the general chair of the host KC section, the Division of Chemical Education via its representative, Paul Rillema, and John Sophos of our choice. We also then informed the other nominees and their nominators that they were not selected and encouraged them to re-apply next year. All of this was accomplished before September 15, 2007. We also nominated last year’s recipient of The John E. Bauman, Jr. Midwest Region Award for High School Chemistry, Paul Kuhlman, for the 2009 “James Bryant Conant Award in High School Chemistry Teaching”. (Deadline is Nov 1, 2007 for the 2009 award.) The committee did not receive any nominations for The E. Ann Nalley Regional Award for Volunteer Service to the American Chemical Society or for any other awards before the deadline. We assumed that our tasks were completed and the committee’s services were no longer needed. In November, the committee was asked what the committee had done about the “E. Ann Nalley Regional Award for Volunteer Service to the American Chemical Society”. After a series of e-mails, the committee received a nomination for Ruth Hathaway and we did select her after the nominating materials were sent to us.

As previously noted, a number of situations have arisen that go beyond the committee's original mission. The Volunteer Award and the nomination package for the Conant Award (which

took about 20 hours to complete) are just two examples. The committee wishes to have the MWR Board clarify the mission and responsibilities of the committee. Especially relevant are the communications with the host section about who will do what, and when it will be accomplished. As an aid to this request, we have submitted some suggestions as an appendix to this report. Respectfully submitted, Art Landis Nov. 9, 2007

Appendix to Midwest Region Awards Committee Report

November, 9, 2007

Awards Committee Suggestions In the following this awards committee is called the committee. In the time that this committee has existed, the committee has made progress in making the awards process run more smoothly, but much still needs to be done to make the process friendly to all involved. In order to make the awards process proceed more smoothly, we, the committee are making the following suggestions. Please refer to the accompanying table of “Awards Given by the Midwest Region”. 1.) The MWR Board:

A.) should designate the committee to be the selection committee of all awards of the MWR, except the “Midwest Regional ACS Award for Outstanding Achievements in Chemistry” and those designated by the Board.

B.) should designate those awards that it wishes to give on a continuing basis. Currently three.

2.) The current awards are:

A.) “Midwest Regional ACS Award for Outstanding Achievements in Chemistry” B.) “ACS Division of Chemical Education Midwest Region Award for Excellence in High

School Teaching in Honor of John E. Bauman, Jr.” (Previously, The John E. Bauman, Jr. Midwest Region Award for High School Chemistry)

C.) “The E. Ann Nalley Regional Award for Volunteer Service to the American Chemical Society”

3.) The committee:

A.) should be responsible for maintaining an up-to-date lists of all awards given by the MWR and past award winners. These should be posted on the MWR’s homepage.

B.) should be responsible for having available at the MWR’ s homepage the criteria, nominee application forms, submission deadlines, and the address to which the information should be sent. Even though the Midwest Regional ACS Award for Outstanding Achievements in Chemistry is sponsored and selected by the St. Louis section, this information should also be on the MWR webpage.

C.) should set time lines, in consultation with the host section, and act upon nominees that have been submitted so as to meet these time lines. The “host local section awards

contact person” should contact the committee chair early in the planning process so that the appropriate deadlines can be mounted at the MWR website.

D.) should be responsible for nominating the previous year’s recipient of the Excellence in High School Teaching award for the “James Bryant Conant Award in High School Chemistry Teaching”. (This necessary because the deadline for nominations is November 1 of each year for the award to be announce two years from now - that is Nov. 1, 2007 was the deadline for the 2009 Conant Award.)

4.) The local host section:

A.) should designate an “awards contact person” and his or her e-mail and other contact information should appear on their Midwest Region Meeting (MWRM) website. This person will be the liaison between the committee and the host section.

B.) should have primary responsibility for advertising the awards. The committee should remain neutral and unbiased. The process of soliciting nominations could compromise or give the appearance of compromising the committee.

C.) should be responsible for housing, transportation, registration, etc. This should include obtaining pictures resumes etc. The committee should be responsible for notifying the national ACS contact person (John Sophos). The folks at national are the ones who arrange for the plaques. In the case of the HS Teacher award, the committee should notify the Division of Chemical Education via its representative on the selection committee.

Bylaws of the Midwest Region

of the American Chemical Society

Bylaw I. Name The name of the organization shall be the Midwest Region (hereinafter referred to as 'the Region' ) of the American Chemical Society (hereinafter referred to as 'the SOCIETY').

Bylaw II. Objectives Section 1. The objectives of the Region shall be those of the SOCIETY and more specifically

a. to conduct regional meetings,

b. to confer awards,

c. to encourage cooperation among the member Local Sections for the advancement of science and related regional activities.

Section 2. Nothing in these Bylaws shall be inconsistent with the Charter, Constitution, and

Bylaws of the SOCIETY.

Bylaw III. Territory Section 1. The territory shall consist of the sum of the territories of the member Local Sections.

Bylaw IV. Members Section 1. The members of the Region shall consist of Local Sections of the SOCIETY. Section 2. The initial members shall consist of those Local Sections that agree to form the

Region and to apply for corporate status of the Region in the District of Columbia under the aegis of the SOCIETY.

Section 3. Additional Local Sections may apply for membership.

a. To become a member of the Region, a Local Section must submit a written application to the Secretary of the Region, who shall within thirty (30) days

send copies of the application to the member Local Sections and to the Regional Board (identified below).

b. The member Local Sections shall have thirty (30) days to send comments regarding the application to the Secretary of the Region after which the application shall be referred to the Regional Board.

c. Within thirty (30) days a vote shall be taken by the Regional Board with a two-thirds (2/3) vote of approval signifying that the applicant Local Section has become a member of the Region.

d. Each new member Local Section must present a Resolution to the Secretary of the Region stating its agreement to the Bylaws and regulations of the Region.

Section 4. A member Local Section may withdraw from the Region.

a. To withdraw from the Region, a Local Section must submit a written resolution to do so to the Secretary of the Region, who shall within thirty (30) days send copies of the withdrawal request to the member Local Sections and to the Regional Board.

b. Member Local Sections shall have thirty (30) days to send comments to the Secretary after which the Regional Board shall meet with officers of the Local Section in an effort to reconcile differences.

c. If this fails the Regional Board may accept the withdrawal of the member Local Section by a majority vote.

Section 5. All member Local Sections are entitled to equal status in all activities and

operations of the Region.

a. Member Local Sections that do not host a regional meeting or otherwise engage in regional activities can be designated by the Regional Board of Directors as "Inactive".

(i) An inactive Section would not be eligible for any regional perquisites (including participation is any awards given by or to the Region).

(ii) An inactive Section could petition the Regional Board for reinstatement to "Active" status explaining what measures have been taken to make it eligible for active membership.

Section 6. Any Local Section may be a member of more than one Region.

Bylaw V. Governance

Section 1. The governing authority of the Region shall be a Board of Directors (hereinafter referred to as the 'Regional Board') consisting of one representative from each member Local Section.

a. Each member Local Section shall designate its Regional Board member and an alternate not later than January 15 of each year and shall so notify the Secretary of the Region in writing.

b. The Regional Board shall meet annually at the time of the Midwest Meeting and at other times as scheduled by the Chair. No business shall be transacted without a quorum. Any or all Board Members may participate in any Board meeting by any means of communication by which all persons are able to participate in debate. Board meetings shall be conducted according to Robert’s Rules of Order, Newly Revised, except as specified herein.

Section 2. The Regional Board shall have full power to conduct, manage, and direct the

business and affairs of the Region in accordance with these Bylaws. In particular, the Regional Board

a. accepts fiduciary stewardship of all activities of the Region,

b. develops and promulgates operating guidelines,

c. to select the location, host local section, and approximate meeting time for the Midwest Regional Meeting of the American Chemical Society (“Midwest Meeting”) at least three years in advance;

d. to approve the tentative budget to be submitted by the host local section of the Midwest Meeting at the immediately preceding Midwest Meeting;

e. to act in an advisory capacity to the host local section of the Midwest Meeting;

f. to provide continuity for Midwest Meetings;

g. to promote cooperation between local sections and to provide an organization capable of executing projects of benefit to more than one local section;

h. to serve as a body to ensure the ongoing success, continuity, and progress of scientific meetings based on chemistry and related areas of science within the Midwest Region of the SOCIETY;

i. maintains an operating fund and a reserve fund; (as specified elsewhere in these Bylaws.)

j. conveys to the member Local Sections a regular report of the Regional Meeting and all other regional activities;

k. acts upon admission and withdrawal petitions of Local Sections;

l. determines other activities of the Region.

Bylaw VI. Officers

Section 1. a. Permanent Officers. The officers of the Regional Board shall be a Chair, a Chair-

elect, a Secretary, a Historian, and a Chief Financial Officer (“CFO”). b. Other Officers. The Board shall have the power by resolution adopted by a

majority of the Board members then in office, to designate other officers, the means of their election or appointment, and their terms of office.

c. Officers, with the exception of the CFO, must be voting members of the Regional

Board. No individual may hold more than one office at the same time.

d. Election of Officers. The election of Officers shall occur at the annual Regional Board meeting. Each year the Regional Board shall elect one of its Members to serve a one-year term as Secretary, who shall succeed to Chair-Elect for one year, and then to Chair for one year, i.e. three years in service. A Historian shall be elected to serve a ten-year term. The CFO shall be elected as specified elsewhere in these Bylaws.

Section 2. All Officers shall take office on January 1 of each year. Section 3. In the event of a vacancy in an Office, the Regional Board shall fill the vacancy for

the duration of the particular Officer's term.

Bylaw VII. Committees Section 1. There shall be an Executive Committee composed of the Permanent Officers of the

Region. Section 2. The Regional Board shall establish committees as necessary for the proper operation

of the Region.

Bylaw VIII. Duties of Officers and Host Sections Section 1. The duties of the Officers shall be those customarily performed by corporate

directors together with those prescribed for corporations organized in the District of Columbia.

Section 2. The duties of the Officers shall be those customarily performed by such officers

together with those responsibilities prescribed in the Constitution and Bylaws of the

SOCIETY, and by these Bylaws. Other duties may be prescribed by the Regional Board.

Section 3. The Executive Committee shall have the power to act on behalf of the Regional

Board subject to ratification of its actions by the Regional Board. Section 4. The Chair shall be the chief executive officer of the Corporation, shall, subject to the

control of the Board, have general supervision, direction and control of the business affairs of the Corporation, shall have the general powers and duties of management usually vested in the office of Chair, and shall have other powers and duties as may be prescribed by the Regional Board and by these Bylaws. The Chair shall preside at meetings of the Regional Board. Acting under the direction of the Regional Board, and on its behalf, the Chair shall perform all acts, execute and deliver all documents, and take all steps authorized by the Regional Board in order to effectuate the actions and policies of the Board.

Section 5. The Vice Chair shall serve in place of the Chair in the event that the Chair is unable

to so serve. In addition, the Vice Chair shall have other powers and duties as may be prescribed by the Regional Board and by these Bylaws.

Section 6: The Secretary shall preserve in record books the full and correct minutes of the

proceedings of all Regional Board meetings, and shall be custodian of the Articles of Incorporation, Bylaws, and Minute Books. It shall be the duty of the Secretary to sign and execute all corporate documents and instruments whereupon the secretary’s signature may be lawfully required. The Secretary shall also serve all notices required by law, the Bylaws, or by resolution of the Regional Board, and it shall be the Secretary’s duty to cause to be prepared and filed, with appropriate bodies, official reports and documents required by law to be filed by nonprofit corporations. The Secretary shall have other powers and duties as may be prescribed by the Regional Board and by these Bylaws.

Section 7: The permanent chief financial officer (“CFO”) for the Regional Board shall be the

treasurer of the Kansas City Section of the SOCIETY (“Kansas City Section”). If the Kansas City Section elects a different voting representative to the Regional Board, then the CFO shall serve as a non-voting member of the Regional Board.

The CFO shall keep or cause to be kept, in books belonging to the Corporation,

complete and accurate accounts of all receipts and disbursements, resources and liabilities, and shall deposit all monies and funds and other valuable effects of the Corporation, in the name of and to the credit of the Corporation, in such depository or depositories as may be designated by the Board. The CFO shall disburse funds

of the Corporation in payment of its obligations, taking proper vouchers and receipts for such disbursements. The CFO shall render to the Chair and to the Board Members at Regional Board meetings, or whenever otherwise requested, correct statements and reports showing the financial condition of the Corporation. The CFO may sign corporate documents and instruments as necessary. The CFO shall arrange for the performance of an audit and for the preparation of audited financial statements by a certified public accountant on behalf of the Corporation, whenever directed to do so by the Regional Board.

Section 8: The Historian is responsible for archiving all historical documents of the Region. Section 9: Duties of Host Sections. Responsibility for conduct of each meeting of the

Corporation shall be assigned by the Regional Board to one or more host sections. a. Participating sections may indicate their desire to host or co-host a Midwest

Meeting by advising the Secretary of the Regional Board in writing.

b. The local section hosting the Midwest Meeting shall be responsible for selecting the general chair and the program chair for that meeting; the selection shall be reported to the Regional Board at least two years prior to the meeting for Board approval.

c. Host sections shall be responsible for submitting to the Secretary for

distribution to the Regional Board at the prior Midwest Meeting a budget of income and expenses for Board approval. Income resulting from the annual accrual of interest in the Sinking Fund may be built into the budget.

d. In selecting host local sections for Midwest Meetings, the Regional Board shall

require host local sections at the conclusion of Midwest Meetings to submit a final accounting no more than one year after the conclusion of the meeting. Such accounting shall allocate the revenues derived from hosting the Midwest Meeting as follows:

1. pay all expenses associated with hosting the Midwest Meeting; 2. repay any and all advances to the Corporation; 3. pay 50% (fifty percent) of any remaining revenues derived from hosting the

Midwest Meeting to the Corporation; and, 4. retain any remaining revenues.

Bylaw IX. Finances Section 1. The Treasurer shall be directly responsible for maintaining all financial records and

for disbursing funds in accordance with the directives of the Regional Board. Section 2. The operating and reserve funds (hereinafter referred to as the “Sinking Fund”) of

the Region shall be properly invested by the Treasurer with the advice of the Executive Committee.

a. The former shall be used to offset the expenses of running the Region.

b. The latter shall be used to offset costs in the event a Regional Meeting incurs a deficit.

Section 3. The Sinking Fund shall bear the costs for the award recipient of the Division of Chemical Education John E. Bauman, Jr. Award For Excellence in High School Teaching.

Section 4. Up to two awards are to be made each year from the Sinking Fund to each Local Section for the purpose of partially supporting high school teachers’ attendance at Midwest Regional Meetings

Section 5. The Board may advance monies from the Sinking Fund to local sections hosting the

Midwest Meeting.

Section 6. The cost of Board meetings shall be paid directly from the Sinking Fund.

Bylaw X. Board Member Compensation

Section 1. All Regional Board members shall serve without compensation.

Section 2. Documented travel expenses required for the CFO to attend a Regional Board

meeting will be paid from the Sinking Fund. Section 3. The Corporation shall indemnify Board Members who may have served at its

request as Board Members against damages awarded against them, and expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they are made a party by reason of being or having been such a Board Member, except in relation to matters as to which they shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of their duty. Such rights of indemnification and reimbursement shall not be deemed exclusive or any other rights to which such Board Member may be entitled under Bylaw, agreement or otherwise.

Bylaw XI. Adoption, Amendments and Priority of Bylaws Section 1. These Bylaws shall become effective immediately upon the approval of two-thirds

of the voting Members of the Board present at a meeting of the Board. Section 2. A proposed amendment to these Bylaws must first be submitted in writing to the

Regional Board for review and comment at least five (15) calendar days prior to the meeting at which it is proposed.

Section 3: An amendment is deemed to have been passed if two-thirds (2/3) of the voting

Members of the Regional Board present at any meeting of the Regional Board approve the amendment.

Section 4. In any conflict between these Bylaws and the Constitution and Bylaws of the SOCIETY, the

latter shall take precedence.

Bylaw XII. Recall of Elected Officers and Directors Section 1. Elected Officers and Directors of the Region are subject to recall for neglect of duties

or conduct injurious to the SOCIETY. Section 2. Detailed procedure for recall of an Officer is given in Appendix A. Section 3. Recall of a Director is the responsibility of the relevant Local Section and shall

proceed according to the Local Section Bylaws. Section 4. The vacancy provision of these Bylaws shall be used to fill a vacancy caused by the

recall process. All member Local Sections and the SOCIETY shall be informed of the recall process and the replacement of the Officer or Director.

Bylaw XIII. Dissolution of the Region

The termination of the Corporation may be determined only on the recommendation of the Executive Director of the American Chemical Society and by the concurrence of two-thirds (2/3) of the voting Members of the Regional Board present at a meeting of the Board. In the case of the termination of the Corporation, the net assets in possession of the Corporation, after making provision for the payment of all of the liabilities of the Corporation, shall be distributed to the eligible local sections in such a manner as to comply with the requirements of Section 501(c)(3) of the Internal Revenue Code. -------------------------

APPENDIX A. Recall of Elected Officers

Section 1. Elected Officers of the Region are subject to recall for neglect of duties or conduct

injurious to the SOCIETY. Section 2. The recall of an Officer shall be initiated by a written petition signed by not fewer

than one-third (1/3) of the Directors specifying charges and reasonable substantiating evidence.

a. In the event that the Chair is the Officer in question, then the Chair-Elect shall assume the duties of Chair.

Section 3. The Chair shall without delay determine that the petitioners are aware of the

gravity of their actions and the procedures to be followed. Section 4. The Chair shall seek an alternate resolution to the problem and a withdrawal of the

petition at this time. Section 5. In the absence of a resolution of the problem, the Chair shall present the issue to the

Executive Committee as a new business item at the next Executive Committee meeting. The Officer in question shall not sit with the Executive Committee.

a. The Executive Committee shall promptly continue the recall process or dismiss the petition as ill-founded or find an alternative solution to the problem.

(i) The Chair shall promptly inform the petitioners and the Officer of the decision of the Executive Committee.

b. If the proceedings continue, the Chair shall assign the duties of the Officer to another Director until the issue is resolved.

c. If the proceedings continue the Officer shall be offered an opportunity to answer the allegations in the petition before the Executive Committee.

d. Every reasonable effort shall be made to contact the Officer throughout this procedure.

(i) That effort shall include a certified letter to the last know address on the official SOCIETY member rolls.

(ii) Upon notification the Officer shall have thirty (30) days to make a written response to the allegations.

(iii) Within thirty (30) days the Executive Committee shall decide whether to proceed after studying the Officer's response.

(iv) The Chair shall inform the Officer and the petitioners of the decision of the Executive Committee.

(v) If no contact can be made after reasonable effort, the Executive Committee may remove the Officer in question with a two-thirds (2/3) vote of the remaining members of the Executive Committee.

e. If the proceeding continues, the Officer may choose one of the following options. (i) The Officer may resign. (ii) The Officer may request a recall vote in the same manner as the original

election by the Regional Board, which must be consistent with the Region Bylaws. The Directors shall be given brief statements prepared by the Executive Committee and the Officer in question.

(iii) The Officer may choose not to respond and thus forfeit the position.