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