ByLaws

BYLAWS OF THE INTERNATIONAL MYOPAIN SOCIETY

These Bylaws govern the affairs of the INTERNATIONAL MYOPAIN SOCIETY, a nonprofit corporation, which shall hereafter be referred to as "The Society" or "IMS."

ARTICLE 1

OFFICES

Principal Office

1.01. The Society's principal office in Texas will be located at 7703 Floyd Curl Drive, San Antonio, Bexar County, Texas 78284-7868. The Society may have such other offices, in Texas or elsewhere, as the Board of Directors may determine. The Board may change the location of any office of the Society.

Registered Office and Registered Agent

1.02. The Society will maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Society's principal office in Texas. The Board may change the registered office and the registered agent as permitted in the Texas NonProfit Corporation Act.

ARTICLE 2

MEMBERS

Health Care Professionals

2.01. The Society is designed to accommodate Health Care Professionals. The requirements for members are set forth as follows:

Health Care Professional Members.
Health Care Professionals are defined as persons who are engaged in a health care profession such as one of those enumerated hereafter. A member is a Health Care Professional who applies for membership and tenders and pays the annual membership dues. Health Care Professional Members are personnel working in a variety of health care disciplines who have interest in furthering the goals of the organization. Health Care positions which authorize a person to be admitted as a member include, but are not limited to the fields of biochemist, biostatistician, chiropractor, dentist, epidemiologist, exercise physiologist, massage therapist, medicalanthropologist, medical educator, medical transcriptionist, medicalbiographer, medical librarian, medical economist, medical writer, medical products business person, medical instrumentation person, medical computer specialist, medical technologist, microbiologist, nurse, nurse practitioner, occupational therapist, pharmaceutical business person, pharmacist, PharmD, physical therapist, physician assistant, physician [MD, DO, Equivalent], physiologist, polysomnographer, psychologist, medical researcher - applied, medical researcher - clinical, medical researcher - basic, social worker, support group leader, and other similar disciplines as determined by the Board to justify participation.

Authority to Establish Dues

And to Collect Dues from Members

2.02. The Board of Directors has the authority to establish the dues which are payable by members. Dues shall be for annual periods, running from January 1 of each calendar year through December 31 of the same calendar year.

Admitting Members and Renewing Membership

2.03. Professional persons may be admitted to membership in the Society by the Board or by any committee designated by the Board or by the Secretary in accordance with directives from the Board. The Board or Board-designated committees may adopt or amend application procedures and qualifications for membership in the Society. The Board may appoint or direct representatives to act on its behalf in recruiting and screening potential members. A person who has once been named a Member, may continue to be a Member of the Society so long as such Member pays the annual dues and conducts himself/herself in a manner that does not give rise to his or her removal from the membership roles of the Society.

Membership Fees and Dues

2.04. The Board does hereby establish the following initial fees for membership in the Society. The power and authority to amend the amount of membership fees for each classification is reserved to the Board of Directors, voting by majority vote on such issue.

The initial fee structure adopted by these Bylaws are as follows:

[a]Regular Membership: $150

[b]Associate Membership: $70

[c]Sponsor Membership: $500 to $10,000

Certificates of Membership

2.05. The Board may provide for issuing receipt letters evidencing membership in the Society. When a person has been admitted as a member and has paid any required fees and dues, the Society will issue a receipt letter to the person. Such receipt letters will be signed by the IMS Administrative Officer. Receipt letters will be numbered consecutively. If a receipt letter is lost, mutilated, or destroyed, a new one may be issued.

Voting Rights

2.06. Each member is entitled to one [1] vote in the election of regional representatives to the Board of Directors. Financial contributions by any member or sponsor shall not alter this basic premise of the Society, that each member is entitled one [1] vote.

Resolving Disputes

2.07. In any dispute between members relating to the Society's activities, all parties involved will cooperate in good faith to resolve the dispute. If the parties cannot resolve a dispute among themselves, they will cooperate to select one or more mediators to help resolve it. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration in accordance with the rules and regulations of the American Arbitration Association, regardless of whether the parties have met together with a mediator. This paragraph will not apply to a dispute involving the Society as aparty relating to the sanctioning, suspending, or expelling a member from the Society. The Board has discretion to authorize using the Society's funds for mediating or arbitrating a dispute described in this paragraph. This paragraph shall not require the IMS to arbitrate claims of members who have been sanctioned, suspended, or expelled from the Society by the Board or an ad hoc committee of the Board of Directors.

Sanctioning, Suspending, or Terminating Members

2.08. The Board may impose reasonable sanctions on a member, or suspendor expel a member from the Society, for good cause after a hearing. Good cause includes defaulting on an obligation to the Society to pay fees or dues for a period of thirty [30] days following delivery of notice of default, or a material and serious violation of the Society's articles of incorporation, bylaws, rules, or of law. Further, a member who consistently disrupts the orderly conduct of meetings or otherwise acts in a manner which brings to the IMS, in the opinion of the Board of Directors or its designated ad hoc committee, disrupts an ill-will for members of the general public, may be suspended and removed from the Society. The Board may delegate powers to a regular or ad hoc committee to conduct a hearing, make recommendations to the Board, or take action on the Board's behalf. The Board, or a committee designated by the Board, to handle a matter involving sanctioning, suspension, or expulsion may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice must be in writing and delivered at least fourteen[14] days before the hearing. But shorter notice may be deemed adequate if the Board, or a committee designated by the Board to handle a matter involving sanctioning, suspension, or expulsion, determines that the need for a timely hearing outweighs the prejudice caused to the member and if the notice states the need for a timely hearing. If mailed, the notice will be sent by registered or certified mail, return receipt requested. A member may be represented by counsel at and before the hearing. The Board, or a committee designated by the Board to handle a matter involving sanctioning, suspension, or expulsion, may impose sanctions, suspend a member, or expel a member by vote of a majority of directors, or a committee designated by the Board to handle a matter involving sanctioning, suspension, or expulsion.

Resignation

2.09. Any member may resign from the Society by submitting a written resignation to the secretary. The resignation need not be accepted by the Society to be effective. A member's resignation will not relieve him or her of any obligations to pay any dues, assessments, or other charges that had accrued and were unpaid before the effective date of the resignation.

Reinstatement

2.10. A former member may submit a written request for reinstatement of membership. The Board, or a committee designated by the Board to handle the matter, may reinstate membership on any reasonable terms that the Board or committee deems appropriate.

Transferring Membership

2.11. Membership in the Society is not transferable or assignable. Membership terminates when the Society dissolves or a member dies. Membership is not a property right that may be transferred after a member dies.

Waiving Interest in the Society's Property

2.12. The Society owns all real and property, including all improvements located on the property, acquired by the Society. A member has no interest in specific property of the Society. Each member waives the right to require partition of all or part of the Society's property.

ARTICLE 3

MEETINGS OF MEMBERS

Triennial Meeting

3.01. Beginning in 1998, the Board will hold triennial members' meeting in conjunction with the International MYOPAIN Meeting. If the day fixed for the triennial meeting is a Saturday, Sunday, or legal holiday in Texas, the meeting will be held on the next business day. At the meeting, the members will elect regional members to the Board of Directors and transact any other business that may come before the meeting.

Eligibility to Vote at Members' Meetings

3.02. A member in good standing is entitled to vote at a meeting of the members. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the triennial meeting of members. The record date for determining the members entitled to vote at any meeting of members will be that point in time which is six [6] months before the opening day of the meeting. After a record date is fixed, an alphabetical list of members entitled to vote, including their addresses, will be prepared. A member or a member's agent or attorney may inspect the list upon written demand and copy the list at a reasonable time and at the member's expense.

Quorum

3.03. Members holding one-tenth of the votes that may be cast at a meeting who attend the meeting in person will constitute a quorum at a meeting of members. The members present at a duly called or held meeting at which a quorum is present may continue to transact business, even if enough members leave so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required for a quorum. If a quorum is not present at any time during a meeting, a majority of the members who are present may adjourn and reconvene the meeting once without further notice.

Actions of Membership

3.04. The membership will try to act by consensus. However, if a consensus is not available on a matter or proposal, the vote of a majority of voting members in good standing, present and entitled vote at a meeting at which a quorum is present, is enough to constitute the act of the membership unless law or the bylaws require a greater number. Voting will be by ballot or voice or the raising of hands, except that any election of directors will be by ballot if demanded by any voting member at the meeting before the voting begins.

Proxies

3.05. A member entitled to vote at a meeting of members of the Society may vote by proxy. If voting by proxy is permitted, all proxies must be in writing, bear the signature of the member giving the proxy, and must specify the date on which they are executed. No proxy is valid after eleven [11] months from the date of its execution, unless the proxy specifically states a later date. Proxies are not valid if they purport to be valid to an indefinite date in the future or if they purport to be valid for more than two [2] years from their date of execution. Any member who holds the proxy of another member must register the proxy with the Society's Administrative Officer before the meeting in order to be entitled to cast a vote on behalf of the member who has signed a proxy in favor of another person. Only members of the Society or Directors of the Society may be appointed agents of a member by proxy.

Voting by Mail

3.06. The Board may authorize members to vote by mail on the election of directors and officers or on any other matter that the members may vote on.

ARTICLE 4

BOARD OF DIRECTORS

Management of Society

4.01. The Board will manage the Society's affairs. All Board of Directors/Members will serve the Society in that capacity without pay. No expense accounts will be provided for travel by Board Members even when the travel is clearly of benefit to IMS. Regions may invite a Board Member and use separate local funds to subsidize such travel expenses.

Number, Qualifications, and Tenure of Directors

4.02. The number of Directors will be not less than three [3], nor more than fifteen [15].The number of Directors for each succeeding year shall be determined by the vote of Directors at each meeting of members of the Society. Effective as of the date of adoption of these Bylaws, the Directors of this Society shall be made up of those persons who served as the MYOPAIN Meetings Program Chairpersons and a businessperson qualified to be an IMS Member. The names of each such Director who accepts appointment shall be entered by the Administrative Officer in the minutes of the Directors' Meeting. As soon as three [3] Directors accept appointment, the business affairs of the Society shall be handled by this interim Board. This initial Board of Directors shall be responsible for observing the activities of MYOPAIN 1998, which shall be the first meeting of the members of the Society and for planning MYOPAIN 2001. Based upon the number of persons who become members of the Society prior to the meeting of the organization at the MYOPAIN 2001 Conference, the initial Board shall determine the number of Directors to be elected by the members at that meeting in accordance with the terms and provisions of Section 4.03 and shall solicit members to serve as Board Members and shall suggest a slate of Directors to the membership at the meeting. Further provisions respecting the members and the process by which their number is determined and their election is held are set forth in Sections 4.04 and 4.05 which follow.

Nominating Directors

4.03. Board of Directors [hereafter, "Board"] Members shall be called Directors and shall represent IMS membership from the geographic region in which both the Director and members reside. A Board Director must have been a member for at least six months prior to their election to the Board. A region shall qualify to be represented by a Director when it has been shown to have at least 100 IMS members. Term limits for such Directors shall be a maximum of six years. As an interim arrangement [to expire after the year 2001], regions with 50-100 members at the time of the IMS census [six months prior to an International MYOPAIN meeting] may appoint a Director but the term forthat Director will be only three years. This temporary process will also provide a staggered turnover of Board membership to maximize the stability gained from having some experienced members. Additional directors from a given region may be appointed to a full six-year term for each 500 additional [in excess of 100] regional members. The intentions of this rule are to provide additional representation for rapidly growing regions, and to encourage regions with unusual growth potential to split in order to maximize their representation. Note that the Board of Directors shall have a maximum membership of 15 persons.

4.04. Interim Board. During the time between MYOPAIN '95 and MYOPAIN'98, selected members of the Program Advisory Committee for MYOPAIN '95 will serve as an appointed Board with all of the powers and responsibilities of the future elected Board. In the following paragraph, as it relates to that time period only, the term "Board" shall refer to the "Interim Board."

4.05. Election of Board Members. At the time of each International MYOPAIN meeting, newly elected Board members will be seated for a six-year term [see above for interim three year terms]. Former Board members, or Board members whose terms are expiring, may be voted into a second but not a third term. The Board should conform in size and international distribution to the general membership at a point in times ix months prior to the International MYOPAIN meeting. The Board membership should remain small [less than 15 members] but it should also be representative. The Board will take into consideration IMS membership, land masses, political territories, and natural associations of peoples to determine the borders of the regions to be designated for the future three years. Three potential candidate Board members will be offered by the Board per designated region and will bevoted for as one candidate by regional IMS members. Individuals seekingto fill future Board positions from their region may submit their own qualifications, or be recommended by others as potential candidates, orbe nominated de novo by the Board. The elected candidate from each region will be ratified by the Board, announced by the Chairman of the Board at the MYOPAIN meeting, and will then chair any regional caucus of members from the relevant region who attend the international MYOPAIN meeting. To be seated on the Board, an elected individual must have been a member of IMS for at least six months prior to the International MYOPAIN meeting at which his/her term would begin.

The Chairperson [hereafter, "Chair"] shall be occupied by the immediate past president [President Emeritus] of the IMS for a maximum term of three years. Exception to this rule of succession for a given individual [reverting to system with ascendancy of the next president] will necessitate a two thirds majority vote [open ballot in which the Chair would not vote] by the elected Board membership. On all other issues, the Chair will be a voting member of the Board and will represent the Board in the interim between Board Meetings. Minutes of Board Meetings will be compiled by a Board Member appointed by the Chairperson.

Vacancies

4.06. The Board may fill any vacancy in the Board created by death, illness, or resignation. Such vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board, or if it is a sole remaining director. A directorselected to fill a vacancy will be serve for the unexpired term of his or her predecessor in office. A director position to be filled due to an increase in the number of allowed directors from a given region will remain vacant until the next triennial meeting.

Triennial Meeting

4.07. The triennial meeting of the Board may be held without notice other than these Bylaws. The triennial Board meeting will be held on the first full day of each triennial MYOPAIN Meeting of the Society.

Regular Meetings

4.08. The Board may provide for more frequent meetings by resolution stating the time and place of such meetings. The meetings may be held inside or outside Texas. No notice of regular Board meetings is required other than a Board resolution stating the time and place of the meetings.

Special Meetings

4.09. Special Board meetings may be called by, or at the request of, the president or any number of Directors constituting a majority of the number of Directors then serving. A person or persons authorized to call special meetings of the Board may fix an appropriate time for the special meeting. The person or persons calling a special meeting will inform the IMS Administrative Officer of the information to be included in the notice of the meeting. The Administrative Officer of the Society will give notice to the directors as these Bylaws require.

Notice

4.10. Written or printed notice of any special meeting of the Board will be delivered to each director not less than seven [7] days, nor more than thirty [30] days before the date of the meeting. The notice will state the time of the meeting; who called it; and the purpose or purposes for which it is called.

Quorum

4.11. No official business may be conducted by the Board without a quorum which shall constitute 80% of the seated Board membership. Official Board actions must have achieved support from at least a sixtyp ercent [60%] majority of Board members involved in a meeting. The Board may be called into session by the Chair or by the president ofthe IMS.A written emergency meeting agenda shall be tendered one month in advance to the Board Chair by the person calling the Board into session and shall be included in the permanent record. Unannounced items of business suggested from the floor during an official meeting of the Board may be addressed at a given Board meeting if approved by a sixty percent (60%) majority of participating Board members.

The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required for a quorum. If a quorum is never present at any time during a meeting, a majority of the directors present may adjourn and reconvene the meeting once without further notice.

Meetings of the Board will be held at the site and date of the international meetings every three years. Emergency meetings, when needed, will be accomplished by conference call or other electronic media such as Internet or E-Mail. The officers of the IMS, the IMS Administrative Officer, the Editor of the official publication of the Society, and Emeritus IMS Presidents may all serve as non-voting observers at all meetings of the Board and shall provide information as needed regarding the status of the organization. Minutes of the Board shall be submitted to each Board member for signature acknowledging review [not necessarily full agreement with planned policies oractions] within thirty [30] days of the meeting and submitted by the Chair with signatures for the permanent record within sixty [60] days of the meeting.

During any interval between meetings of the Board, the Chairman of the Board shall serve as its Executor, acting administratively according to established Board policy.

Duties of Directors

4.12. Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Society's best interest. In this context, the term "ordinary care" means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on directors, directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Society or another person that has been prepared or presented by a variety of persons, including officers and employees of the Society, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted.

Directors are not deemed to have the duties of trustees of a trust with respect to the Society or with respect to any property held or administered by the Society, including property that may be subject to restrictions imposed by the donor or transferor of the property.

Duty to Avoid Improper Distributions

4.13. Directors who vote for or assent to improper distributions are jointly and severally liable to the Society for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the Society lacks sufficient assets to pay its debts, obligations, and liabilities. Any distribution made when the Society is insolvent, other than in payment of debts, or any distribution that would render the Society insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for payment and discharge of all known debts, obligations, and liabilities is also improper. Directors present at a Board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the Administrative Officer of the Society befor eadjournment of the meeting in question or mailed to the secretary by registered mail immediately after adjournment.

A director is not liable if, in voting for or assenting to a distribution, the director [1] relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Society; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or a committee of the Board of which the director is not a member; [2]while acting in good faith and with ordinary care, considers the Society's assets to be at least that of their book value; or [3] in determining whether the Society made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Society.

Directors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.

Delegating Duties

4.14. Directors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Society's behalf; and to sell, transfer, or otherwise dispose of the Society's assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisor if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever.

Interested Directors

4.15. Contracts or transactions between directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party's votes are counted for the purpose. However, every director with any interest in the transaction must disclose all material facts concerning the transaction, including all potential benefit and potential conflicts of interest, to the other members of the Board or other group authorizing the transaction. The transaction must be approved by a majority of the uninterested directors or other group with the authority to authorize the transaction.

Actions of Board of Directors

4.16. The Board will try to act by consensus. However, if a consensus is not available, the vote of a sixty percent (60%) majority of directors present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by law or by some other provision of these Bylaws. A director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the Board's decision.

For the purpose of determining the decision of the Board, a director who is represented by proxy in a vote is considered present.

Proxies

4.17. A director may vote by proxy. All proxies must be in writing, must bear the signature of the director giving the proxy, and must bear the date on which the proxy was executed by the director. No directorship proxy is valid after three [3] months from the date of its execution.

Compensation

4.18. Directors may not receive salaries or honoraria for their services as Directors. A director may serve the Society in any other capacity and receive compensation for those services. A person who serves as a Director of the Society who provides a good or service not directly related to his service as Director of the Board may receive reasonable compensation for the goods or services provided.

Removing Directors

4.19. The Board may vote to remove a director at any time for good cause.Good cause for removal of a director includes the unexcused failure to attend two consecutive regularly-scheduled or specially-called Board Meetings or the failure to pay dues or the failure to meet obligations reasonably assumed by the defaulting director imposed by the other members of the Board at a generally-called or specially-called meeting. A meeting to consider removing a director may be called and notice following the procedures provided in these Bylaws for a special meeting of the Board of Directors. The notice of the meeting shall state the issue of the possibility of removing the director will be on the agenda.

ARTICLE 5

OFFICERS

Officer Positions

5.01. Officers of IMS shall consist of a President, a Vice President, and Secretary/Treasurer. All officers shall function in their roles without pay. No expense accounts will be provided for travel by officers even when the travel is clearly of benefit to IMS. Regions may invite an officer and use separate local funds to subsidize such travel if they so choose.

The Board may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions.

Election and Term of Office

5.02. The Society's officers will be elected, as needed, every three[3] years at the triennial board meeting. If the officers are not elected at this time, they will be appointed by the Board as soon thereafter as possible. Each officer will hold office until a successor is duly selected and qualifies.

Officer appointment and ascendancy will be tied to the planning of the international MYOPAIN meeting. The President will be the immediate past Program Chair for an international MYOPAIN meeting of IMS, the Vice President will be the current Program Chair, and the Secretary/Treasurer will be the next Program Chair. Officers will sequentially serve for three years in each appointed position. By this arrangement, a newly appointed Secretary/ Treasurer would serve as an officer for nine years. While it seems an unlikely scenario, it seems unwise to specifically exclude a given individual from serving in this ascendancy on more than one occasion.

The outgoing President will become an Emeritus President and there will be an automatic progression of the outgoing President of the IMS to the role of Chairman of the Board for a term of three years. Thereafter, an Emeritus President may serve the IMS in a number of capacities as requested by the officers or the Board. Such capacities can include voting membership on the Board, if elected into membership by the Emeritus President's home region; or as a non-voting advisor to the Board; or as a special projects director for IMS.

Barring death, resignation, or other removal of an IMS officer, the only new officer to be appointed each three years at the international meeting of IMS would be the next Secretary/Treasurer. The choice would be based upon the location of the international meeting six years hence. The selected Secretary/Treasurer would be expected to serve as the local host and Program Chair for that future meeting in his/her region.

Illustration. Applying this ascendancy of officers for the IMS Professional Branch in retrospect, Drs. Awad and Fricton, [planners of MYOPAIN '89] and Dr. Samsoe [planner of MYOPAIN '92] might be considered to be Emeritus Presidents; Dr. Russell [planner of MYOPAIN'95] would be current president, Dr. Vecchiet [planning MYOPAIN '98] would be Vice President, and Dr. Robert Bennett [planning MYOPAIN '01] would be Secretary/Treasurer. This lineup of officers therefore is assumed with the support of the Interim Board.

Removal

5.03. Any officer appointed by the Board may be removed by the Board for good cause. Removing of an officer will be without prejudice to the officer's contractual rights. Good cause consists of a failure on the part of an officer, in the opinion of the Board, to diligently pursue his best efforts in advancing the interest of the Society.

Vacancies

5.04. The Board may select a person to fill a vacancy in any office for the unexpired portion of the officer's term.

President

5.05. The president is the Society's chief executive officer. He or she will supervise and control all of the Society's business and affairs and will preside at all meetings of the members. The president may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board authorizes to be executed. However, the president may not execute instruments on the Society's behalf if this power is expressly delegated to another officer or agent of the Society by the Board, these Bylaws, or statute. The president will perform other duties prescribed by the Board and all duties incident to the office of president.

Vice President

5.06. When the president is absent, cannot act, or refuses to act, a vice president will perform the president's duties. When acting in the president's place, the vice president has all the powers of and is subject to all the restrictions of the president. A vice president will perform other duties as assigned by the president or Board. The Vice President will serve as the program chairman for an upcoming International MYOPAIN Meeting.

Secretary/Treasurer

5.07. The secretary/treasurer will:

[a]Prepare, review, and approve financial reports at least annually.

[b]Prepare for the record a report of the triennial meeting of members, annual Executive Committee meetings, and of Board of Directors meetings.

[c]Perform other duties as assigned by the president or the Board.

[d]If the Board requires, give a bond for faithfully discharging his or her duties in a sum and with a surety as determined by the Board.

[e]Perform all of the duties incident to the office of secretary/treasurer.

Executive Committee

5.08. An Executive Committee for IMS shall be composed of the Officers, the Board Chair, and one additional Board Member selected at large by the Board from among its members. The member at large will be appointed by the Board. The Executive Committee shall meet by conference call [or other electronic medium such as Internet or E-mail] at no less than twelve [12] month intervals and shall be responsible for applying Board policy. Official minutes from each Executive Committee meeting shall be composed by the Secretary/Treasurer, submitted within 30 days of the meeting to each Executive Committee member for signature approval, and submitted by the President with signatures of review to the Board Chair within thirty [30] days from the meeting date.
 
ARTICLE 6

SALARIED STAFF MEMBERS

6.01. The Administrative Officer will be a staff person appointed by the Board. The individual will:

[a]Conduct the daily business of the Society at its Texas headquarters under the policies enacted by the Board.

[b]Have charge and custody of--and be responsible for--all the Society's funds and securities.

[c]Receive and give receipts for moneys due and payable to the Society from any source.

[d]Deposit all moneys in the Society's name in banks, trust companies, or other depositaries as these Bylaws provide or as the Board or president directs.

[e]Write checks and disburse funds to discharge the Society's obligations. However, funds may not be drawn from the Society or its accounts for amounts greater than $2,000.00 without the signature of the president or a vice president in addition to that of the secretary/treasurer.

[f]Maintain the Society's financial books and records.

[g]Give all notices as provided in the bylaws or as required by law.

[h]Receive the prepared minutes of the meetings of the members and of the Board and keep the minutes as part of the Society's records.

[i]Maintain custody of the Society's records and seal.

[j]Affix the Society's seal to all documents as authorized.

[k]Keep a register of the mailing address of each member, director, officer, and employee of the Society.

[l]Perform duties as assigned by the president or the Board.

[m] Perform all duties incident to the office of the Administrative Officer.

6.02. Employees. An important need for the IMS will be personnel to keep records of membership and triage communication between members. A dedicated computer, printer, FAX machine, stationary, postage, and office space to accomplish the work involved will be essential to the efficient accomplishment of the tasks involved. The cost of personnel at minimum is expected to be $20,000.00 for a half-time administrative person. At first, a part-time salary for an Administrative Officer will likely be adequate, along with a contribution to the cost of shared resources in an existing office as a reasonable alternative to exclusive rental of office space.

ARTICLE 7

COMMITTEES

Establishing Committees

7.01. The Society will thrive on the work accomplished by its various Committees. They will be established to develop opinions of consensus, to conduct scientific studies or to advise the IMS regarding specific issues. The Board may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee will include at least one Director and may include persons who are not directors. If the Board delegates any of its management authority to a committee, the majority of the committee will consist of directors. The Board may also delegate to the president its power to appoint and remove members of a committee that has not been delegated any management authority of the Board. The Board may establish qualifications for membership on a committee. See Article, Section 5.08 for information about the Executive Committee.

Establishing a committee or delegating authority to it will not relieve the Board, or any individual director, of any responsibility imposed by these Bylaws or otherwise imposed by law.

No committee has the authority of the Board to:

[a]Amend the articles of incorporation.

[b]Adopt a plan of merger or of consolidation with another society.

[c]Authorize the sale, lease, exchange, or mortgage of all or substantially all of the Society's property and assets.

[d]Authorize voluntary dissolution of the Society.

[e]Revoke proceedings for voluntary dissolution of the Society.

[f]Adopt a plan for distributing the Society's assets.

[g]Amend, alter, or repeal these Bylaws.

[h]Elect, appoint, or remove a member of a committee or a director or officer of the Society.

[i]Approve any transaction to which the Society is a party and that involves a potential conflict of interest as defined in paragraph 7.04, below.

[j]Take any action outside the scope of authority delegated to it by the Board.

[k]Take final action on a matter requiring membership approval.]

Authorization of Specific Committees

7.02. Committees will be established by the Board for the accomplishment of specific short or long-term tasks. The Board will define the membership, the activities, and scope of authority of each committee by resolution.

Term of Office

7.03. Once a committee is appointed, it will continue to serve until the next meeting of the Board or until its task is accomplished, whichever is first. A committee member's term will terminate if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee will serve for the unexpired portion of the terminated committee member's term.

Chair and Vice-Chair

7.04. One member of each committee will be designated as the committee chair, and another member of each committee will be designated as the vice-chair. The chair and vice-chair will be elected by the committee members. The chair will call and preside at all meetings of the committee. When the chair is absent, cannot act, or refuses to act, the vice-chair will perform the chair's duties. When a vice-chair acts for the chair, the vice-chair has all the powers of--and is subject to all the restrictions on--the chair. The chair will appoint a committee member to formulate the minutes of committee actions.

Notice of Meetings

7.05. Written or printed notice of a committee meeting will be delivered to each member of a committee not less than thirty [30] days nor more than sixty [60] days before the date of the meeting. The notice will state the place, day, and time of the meeting, and the purpose or purposes for which it is called.

Quorum

7.06. One-half [1/2] of the number of committee members constitutes a quorum for transacting business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required for a quorum. If a quorum is never present at any time during a meeting, the chair may adjourn and reconvene the meeting once without further notice.

Actions of Committees

7.07. Committees will try to take action by consensus. However, if a consensus is not available, the vote of a majority of committee members present and voting at a meeting at which a quorum is present is enough to constitute the act of the committee unless the act of a greater number is required by statute or by some other provision of these Bylaws. A committee member who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the act of the committee.

Proxies

7.08. A committee member may not vote by proxy.

Compensation

7.09. Committee members may not receive salaries for their services as committee members. A committee member may serve the Society in any other capacity. A person who serves as a Committee Member who provides goods or services not directly related to his service as a Committee Member may receive reasonable compensation for the goods or services provided.

Rules

7.10. Each committee may adopt its own rules, consistent with these Bylaws or with other rules that may be adopted by the Board.

ARTICLE 8

TRANSACTIONS OF SOCIETY

Contracts

8.01. The Board may authorize any officer or agent of the Society to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Society. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.

Deposits

8.02. All the Society's funds will be deposited to the credit of the Society in banks, trust companies, or other depositaries that the Board selects.

Gifts

8.03. The Board may accept, on the Society's behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society. The Board may make gifts and give charitable contributions not prohibited by these Bylaws, the articles of incorporation, state law, and provisions set out in federal tax law that must be complied with to maintain the Society's federal and state tax status.

Potential Conflicts of Interest

8.04. The Society may not make any loan to a director or officer of the Society. A director, officer, or committee member of the Society may lend money to--and otherwise transact business with--the Society except as otherwise provided by these Bylaws, the articles of incorporation, and applicable law. Such a person transacting business with the Society has the same rights and obligations relating to those matters as other persons transacting business with the Society. The Society may not borrow money from--or otherwise transact business with--a director, officer, or committee member of the Society unless the transaction is described fully in a legally binding instrument and is in the Society's best interests. The Society may not borrow money from--or otherwise transact business with--a director, officer, or committee member of the Society without full disclosure of all relevant facts and without the Board's approval, not including the vote of any person having an interest in the transaction.

Prohibited Acts

8.05. As long as the Society exists, and except with the Board's prior approval, no director, officer, or committee member of the Society may:

[a]Do any act in violation of these Bylaws or a binding obligation of the Society.

[b]Do any act with the intention of harming the Society or any of its operations.

[c]Do any act that would make it impossible or unnecessarily difficult to carry on the Society's intended or ordinary business.

[d]Receive an improper benefit from the operation of the Society.

[e]Use the Society's assets, directly or indirectly, for any purpose other than carrying on the Society's business.

[f]Wrongfully transfer or dispose of Society property, including intangible property such as good will.

[g]Use the Society's name [or any substantially similar name] or any trademark or trade name adopted by the Society, except on behalf of the Society in the ordinary course of its business.

[h]Disclose any of the Society's business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.

ARTICLE 9

BOOKS AND RECORDS

Required Books and Records

9.01. The Society will keep correct and complete books and records of account. The books and records include:

[a]A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Society, including but not limited to the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.

[b]A copy of all bylaws, including these Bylaws, and any amended versions or amendments to them.

[c]Minutes of the proceedings of the Board, and committees having any of the authority of the Board.

[d]A list of the names and addresses of the directors, officers, and any committee members of the Society.

[e]A financial statement showing the Society's assets, liabilities, and net worth at the end of the three [3] most recent fiscal years.

[f]A financial statement showing the Society's income and expenses for the three [3] most recent fiscal years.

[g]All rulings, letters, and other documents relating to the Society's federal, state, and local tax status.

[h]The Society's federal, state, and local tax information or income-tax returns for each of the Society's three [3] most recent tax years.

Inspection and Copying

9.02. Any director, officer, or committee member of the Society may inspect the Society's books and records required to be kept under the ByLaws. Such a person may, by written request, inspect the Society's books if he or she has a proper purpose related to his or her interest in the Society. He or she may do so through his or her attorney or other duly authorized representative. The inspection may take place at a reasonable time, no later than ten [10] working days after the Society receives a proper written request. The Board may establish reasonable copying fees, which may cover the cost of materials and labor but may not exceed twenty-five [25] cents per page. The Society will provide requested copies of books or records no later than thirty[30] working days after receiving a proper written request.

Audits

9.03. Any member may have an audit conducted of the Society's books. That member bears the expense of the audit unless the Board or the members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct it. A member may not exercise these rights so as to subject the Society to an audit more than once in any fiscal year.
 
ARTICLE 10

FISCAL YEAR

The Society's fiscal year will begin on the first day of January and end on the last day in December in each year.
 
ARTICLE 11

INDEMNIFICATION

When Indemnification Is Required,

Permitted, and Prohibited

11.01. [a] The Society will indemnify a director, officer, member, committee member, employee, or agent of the Society who was, is, or maybe named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Society. For the purposes of this article, an agent includes one who is or was serving at the Society's request as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise.

[b] The Society will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Society's best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Society will not indemnify a person who is found liable to the Society or is found liable to another on the basis of improperly receiving a benefit from the Society. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by acourt of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Society.

[c] In addition to the situations otherwise described in this paragraph, the Society may indemnify a director, officer, committee member, employee, or agent of the Society to the extent permitted by law. However, the Society will not indemnify any person in any situation in which indemnification is prohibited by paragraph 11.01[a],above.

Extent and Nature of Indemnity

11.02. The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, [including excise and similar taxes], fines, settlements, and reasonable expenses [including attorney's fees] actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Society, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Procedures Relating to Indemnification Payments

11.03. Before the Society may pay any indemnification expenses [including attorney's fees], the Society must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in subparagraph [c], below. The Society may make these determinations and decisions by any one of the following procedures:

[i]Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.

[ii]If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.

[iii]Determination by special legal counsel selected by the Board by the same vote as provided in sub-sub-paragraphs [i] or [ii], above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.

[iv]Majority vote of members, excluding directors or other members who are named defendants or respondents in the proceeding.

ARTICLE 12

NOTICES

Notice by Mail or Telegram

12.01. Any notice required or permitted by these Bylaws to be given to a director, officer, or member of a committee of the Society may be given by mail, E-mail, telephone, or telegram. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the Society's records, with postage prepaid. If given by telegram, a notice is deemed delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the Society's records. A person may change his or her address in the Society's records by giving written notice of the change to the Administrative Officer of the Society.

Signed Waiver of Notice

12.02. Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived.

Waiving Notice by Attendance

12.03. A person's attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE 13

SPECIAL PROCEDURES CONCERNING MEETINGS

Meeting by Telephone

13.01. The Board of Directors, and any committee of the Society may hold a meeting by telephone conference-call procedures. In all meetings held by telephone, matters must be arranged in such a manner that all persons participating in the meeting can hear each other; the notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice; and a person's participating in a conference-call meeting constitutes his or her presence at the meeting.

Decision without Meeting

13.02. Any decision required or permitted to be made at a meeting of the Board or any committee of the Society may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all the persons entitled to vote on the matter. The original signed consents will be sent to the Chairman and kept with the Society's records.

Furthermore, in accordance with the articles of incorporation, action may be taken without a meeting when there are signed written consents by the number of members, directors, or committee members whose votes would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must be signed and bear the date of signature of the person signing it. A telegram, telex, E-mail, cablegram, or similar transmission by a member, director, or committee member, or a photographic, facsimile, or similar reproduction of a signed writing, will be treated as an original being signed by the member, director, or committee member.

Consents must be delivered to the Society. A consent signed by fewer than all members, directors, or committee members is not effective to take the intended action unless the required number of consents are delivered to the Society within 60 days after the date that the earliest-dated consent was delivered to the Society. Delivery must be made by hand, or by E-mail, or by certified or registered mail, return receipt requested. The delivery may be made to the Society's registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Society's principal place of business, the consent must be addressed to the Chairman or Administrative Officer.

The Society will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the secretary of state, the filed documents will indicatethat these written consent procedures were followed to authorize the action and filing.

ARTICLE 14

AMENDING BYLAWS

These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors and approved by the membership at the triennial meeting. The notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new bylaws are adopted will include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions. The following types of bylaw amendments may be adopted only by the members:

[a]Setting or changing the authorized number of directors.

[b]Changing from a fixed number to a variable number of directors or vice versa.

[c]Increasing or extending the directors' terms.

[d]Increasing the quorum for membership meetings.

[e]Repealing, restricting, creating, expanding, or otherwise changing the members' proxy rights.

[f]Authorizing or prohibiting cumulative voting.

ARTICLE 15

MISCELLANEOUS PROVISIONS

Legal Authorities

Governing Construction of Bylaws

15.01. These Bylaws will be construed under Texas law. All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time.

Legal Construction

15.02. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.

Headings

15.03. The headings used in the bylaws are for convenience and may not be considered in construing the bylaws.

Number

15.04. All singular words include the plural, and all plural words include the singular.

Seal

15.05. The Board of Directors may provide for a seal. Such a seal would consist of two concentric circles containing the words "INTERNATIONAL MYOPAIN SOCIETY," "Texas," in one circle and the word "Incorporated" together with the date of incorporation in the other circle.

Power of Attorney

15.06. A person may execute any instrument related to the Society by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary to be kept with the Society's records.

Parties Bound

15.07. The bylaws will bind and inure to the benefit of the members, directors, officers, committee members, employees, and agents of the Society and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the bylaws otherwise provide.[Bylaws were duly adopted at a meeting of the Board of Directors held on the 3rd day of September, 1997].

Suggested additions to the IMS Bylaws

The existing Bylaws were approved by the Membership in Session held in conjunction with MYOPAIN 98. Certain provisions of these Bylaws can be amended only by the Membership in Session [see Article 14]. The next meeting of the Membership in Session will be in conjunction with MYOPAIN 01 which will be held in Munich, Germany in July of the year 2004.

At a meeting of the Officers held in conjunction with MYOPAIN 98, several suggestions were offered to the IMS Board as possible future additions to, or clarifications of the IMS Bylaws. The IMS Board approved the basic intent of these suggestions as potentially useful. Possible responses to those suggestions are offered below but have received no formal action.

Even though none of these suggested changes meet the criteria listed in Article 14 as requiring official approval of the Members in Session, the IMS Board recommended that the responses remain provisional until formally processed and approved by the Members in Session. Therefore, the responses listed below will serve as informal guidelines until the MYOPAIN 01 meeting. In the mean time, these issues will need to be formally addressed by an IMS Bylaws Committee [to be appointed by the IMS Board], which can then propose amendments for membership approval at the next meeting of the Membership in Session.

Clearly State Goals and Objectives of IMS.

The following is a provisional statement of purpose:

Objectives and Goals: The mission of IMS is to promote communication, education, and research regarding soft tissue pain [hereafter, STP] syndromes [previously known as non-articular rheumatism disorders]. Currently this designation includes fibromyalgia syndrome, myofascialpain syndrome, chronic fatigue syndrome, masticatory myofascial painsyndrome, hypermobility syndrome, and a host localized soft tissue pain conditions [over 100 in number]. This focus does not arbitrarily exclude arthritis or autoimmune conditions but recognizes excellent coverage of those disorders in other clinical and academic organizations.

Scholarly Objectives: The specific scholarly objectives of IMS are to perpetuate high quality international meetings about STP, to promote other forms of education about STP, and to facilitate research on various aspects of STP.

The goals of the educational objectives will be accomplished by facilitating conduits for communication. Examples might include but not be limited to: an education and news web site page on the World Wide Web, a hard copy membership directory, a hard copy newsletter, focusc ommittees, professional review of books written for health professionals, regional or international working groups, regional meetings, topical symposia, international meetings, lay support groups, access to expert speakers, and publication of a high quality quarterly scientific journal.

Research into STP can be promoted by thoughtful prioritization of needs, by integrating available information into consensus opinion, and by recruitment of funding that can be distributed on a competitive basis. These research-related objectives can be accomplished under the direction of representative Committees established by IMS.

Social Objectives: An important role of IMS is to provide a structure that will facilitate social interaction between health professionals from a variety of clinical and basic science disciplines. It should also help lay individuals interested in STP to learn about active research in the field and to become acquainted with capable health care providers within their area.

Some of the social objectives will be accomplished in the course of achieving the scholarly objectives. In addition, regional members could elect to invite speakers to accomplish local educational objectives.

Provide details regarding sources of income to IMS.

Article 2.04 of the Bylaws deals exclusively with membership dues. A portion of each member's dues will be spent to provide a subscription of the Journal of Musculoskeletal Pain for that member. Another portion will be used to provide a membership book for that member. Funds remaining will be retained by the central organization of IMS for its use in achieving the overall goals of IMS.

Ten percent of the profit from regional meetings should accrue to the central administration of IMS for its use in achieving the overall goals of IMS.

Funds obtained in the process of planning and conducting the triennial MYOPAIN meetings will be used to pay the expenses incurred in that meeting. Any funds remaining after payment of expenses will accrue to the central administration of IMS for its use in achieving the overall goals of IMS.

It is anticipated that IMS, through IMS Committees or Working Groups, will supervise the conduct of research relevant to the mission of IMS and to its area of interest. In the course of the planning of such studies, IMS may serve as the manager of funds recruited from governmental or industrial sources to conduct such studies. Any funds remaining after incurred costs have been paid will be retained as financial backing for future IMS meetings.

Tax deductible donations to IMS can be directed to a specific named fund or can be undirected, in which case they will go to the general fund for its use in achieving the overall goals of IMS.

Interest earned on funds invested by IMS will go to the fund or other sub-account from which it was invested.

Other sources of funding may be devised for IMS in the future.

Clarify Special Interest Groups Within IMS.

Special interest groups within IMS would probably prove to be an asset to the accomplishment of its mission.

To be viewed as an official Special Interest Group of IMS, a proposed group should be composed of at least 25 documented IMS members, have a proposed name, and have designated a member of its group as the Chairman. Once this information has been provided to the central administration of IMS, it will be reviewed by the IMS Board and official action taken. If the IMS Board approves the proposed Special Interest Group, it may use the IMS logo and reputation for convened meetings and it may meet in conjunction with a triennial MYOPAIN meeting. The Chairman of a Special Interest Group will report to the IMS Board every three years at the triennial meeting of MYOPAIN. If funds are collected in conjunction with local Special Interest Group meetings, 10% of the profits should be remitted to the central administration of IMS for its use in achieving the overall goals of IMS.

One plan to organize one Special Interest Group has already been reviewed by the IMS Board. Dr. Robert Gerwin has proposed the development of a Myofascial Pain Syndrome group. The status of his recruitment efforts for this group was successful as of March, 2000.

Self-destruct Clause, Recipient of Remaining Funds.

There is a required self-destruct clause, which states that if the IMS dissolves as a legal entity, the funds remaining in its accounts must be transferred to some similar organization with similar goals. It has been suggested that the benefactor in that unlikely circumstance should be the International Association for the Study of Pain. No official action was taken on that suggestion because other options have not been presented or reviewed, but the IMS Board was favorably disposed toward that specific organization.

Selected IMS Committees should be established.

It was suggested that several standing committees be established by the IMS Board. These would include:

Programs Committee B to review proposed meetings, which would be sponsored by IMS, would use the IMS logo, and would recruit using the good reputation of IMS.

Bylaws Committee B to review all suggestions for amendment of the IMS Bylaws and to recommend changes in the Bylaws to the IMS Board and then to the Members in Session.

Clarify the status of the IMS logo.

The IMS logo was originally developed by a professional artist for use of the MYOPAIN 92 meeting held in Copenhagen, Denmark. The cost for its development was substantial and was paid by the Danish organizers of the meeting. Dr Danneskiold-Samsoe held the copyright on that logo and has offered to sign it over to IMS. That offer was gratefully approved by the IMS Board.

Prepared for the IMS Board of Directors by:

I. Jon Russell, MD, PhD, Chairman, IMS Board of Directors