The American Society of Parasitologists was founded in 1924 and incorporated in Washington, D.C. In 1992 the Society was reincorporated in the State of Kansas.
The Society fosters association of persons interested in parasitology and related sciences to improve teaching, promote investigation, and advance knowledge of these scienes.
The purpose or purposes for which the Society is organized and its activities shall be limited so as to qualify the Society as exempt under Section 501(c) (6) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future United States Internal Revenue law.
ARTICLE III. MEMBERSHIP
Section 1. Classes
Classes of membership shall be: Active, Retired, Distinguished Members Emeriti, Honorary, and Associate.
Section 2. Active Members
Active Members, Associate Members, and Retired Members, whose current dues (Art. VIII.1) are paid, and Distinguished Members Emeriti who pay no dues, are Members in Good Standing and shall enjoy all rights, privileges, and responsibilities of membership in the Society. Any person with educational or other qualification who subscribes to the Purpose or Purposes of the Society may be elected an Active Member. Payment of dues in the first instance shall constitute petition for membership. Election to membership shall be by a majority vote of Council at a regular meeting or properly called special meeting, or by a mail or electronic ballot of all those replying within 30 days.
Section 3. Retired Members
Active Members of at least 20 years' standing who have retired from full-time employment may, upon request to the Secretary-Treasurer, be given the status of Retired Member. Retired Members shall continue to retain all the rights and privileges of Active Members.
Section 4. Distinguished Members Emeriti
Distinguished parasitologists who have retired and who have rendered notable service to the Society for a period of not less than 20 years may be elected Distinguished Members Emeriti. The number of such members shall not exceed 2% of the number of Active Members at the time of election. Distinguished Members Emeriti shall be accorded all rights and privileges of Active Members. Nominees shall be proposed to the Council by the Membership Committee. Election of Distinguished Members shall require ratification by Council at a regular meeting and an affirmative majority vote of Active Members of the Society present at a regular business meeting.
Section 5. Honorary Members
Any person who has attained exceptional distinction in parasitology may be elected an Honorary Member. The number of Honorary Members shall not exceed 15, and not more than 3 shall be elected during any one year. Honorary Members are not accorded the rights and privileges of Active Members and are not eligible to hold office unless they elect to pay dues assessed for active membership. Election of Honorary Members shall be by the same procedure as for Distinguished Members Emeriti.
Section 6. Associate Members
The Associate membership is intended for scientists in developing countries as defined by the International Statistical Institute (ISI). Associate members paying prescribed dues and duly elected are Members in Good Standing and enjoy all rights, privileges, and responsibilities of membership.
ARTICLE IV. OFFICERS AND DIRECTORS OF THE SOCIETY
Section 1. Titles
Voting directors of the Society are 8 elected Members-at-Large, the elected Student Member-at-Large, and the following elected officers: President, President-Elect, Immediate Past-President, Vice-President, Secretary-Treasurer, Editor of the Journal, and the Scientific Program Officer. Officers of the Society are: President, President-Elect, Immediate Past-President, Vice-President, Secretary-Treasurer, Editor of the Journal, Scientific Program Officer, Editor of the Newsletter, and Archivist.
Section 2. Terms of Office and Methods of Selection
Terms of office shall be as follows: Vice President, President-Elect, President, and Immediate Past President, one year sequentially; Secretary-Treasurer, three years, such term to begin January 1 of the next calendar year after election; Members-at-Large of Council, four years with terms staggered in such a manner that there are two regular vacancies to be filled each year; Student Member-at-Large of Council, one year. Editor of the Journal, Editor of the Newsletter, Scientific Program Director(s) and Archivist are appointed by Council and serve five year terms renewable, following review by Council. Vice-President, Secretary-Treasurer, and Members-at-Large of Council shall be elected by the membership of the Society. Council Members-at-Large may not be nominated or elected to sequential terms, but may serve more than once. The Vice President at the completion of his/her term shall become the President-Elect, and then President.
Section 3. Procedure for Election of Officers and the Nominating & Tellers Committee
Elected officers and the Nominating & Tellers Committee of the Society shall be elected by plurality vote from among nominees provided by the Nominating & Tellers Committee as follows. Each year the Nominating & Tellers Committee shall nominate no fewer than 2 members in good standing of the Society for each of the offices of Vice-President, and 2 for each Member-at-Large directorship that is to be filled. Members in good standing who are students will select 2 nominees to stand for election for the position of Student Member-at-Large. All Active members of the Society may vote to elect the Student Member-at- Large. The Nominating & Tellers Committee shall nominate at least one member for the office of Secretary-Treasurer in those years in which the tenure of that office terminates. In addition, each Nominating & Tellers Committee shall submit 9 nominees for the succeeding Nominating Committee. The name of any Active Member may be placed in nomination for any office by petition to the Nominating Committee by at least 5% of Active Members.
All nominations shall be transmitted to the Secretary-Treasurer at least 6 months prior to the Annual Meeting. The Secretary-Treasurer shall submit all nominations to the Active Members on a mail or electronic ballot at least three months prior to the Annual Meeting, said ballot to be in a form appropriate to protect secrecy of the ballot and to validate the identity of the voter. The Secretary-Treasurer shall forward to the Nominating & Tellers Committee all ballots that have been returned within 60 days of the mailing. The Nominating & Tellers shall tally the votes and report the election results to the Council, which will inform the Membership, as soon as they are available. All tie votes shall be resolved by Council vote.
Section 4. Duties of Officers
The President shall preside at all meetings of the Society and Council; appoint all committees except the Nominating Committee; be an ex officio member of all committees except the Nominating Committee; and perform all other duties that properly devolve upon the chief administrative and presiding officer of the Society. The President is strongly encouraged to attend at least two different annual meetings of Affiliated Societies, other than his/her own, and develop a forum or workshop where issues of importance to the American Society of Parasitologists and affiliates can be discussed.
The President-Elect shall assume the office of President upon completion of the term of office of the previous President and perform such other duties as the Society, Council, or President may assign to the office of President-Elect. The President-Elect shall be the chair of the Priorities Committee.
The Vice-President succeeds to the offices of President-Elect, then President, and Immediate Past President. The Vice President is strongly encouraged to attend at least two different annual meetings of Affiliated Societies, other than his/her own, and develop a forum or workshop where issues of importance to the American Society of Parasitologists and affiliates can be discussed. The Vice-President shall also serve as a non-voting member of the Priorities Committee.
(iv) Immediate Past President
The Immediate Past President provides solace to the President, and performs other duties assigned by the President.
The Secretary-Treasurer shall, in consultation with the President, prepare the agenda for all meetings of the Society and Council, record the minutes of these meetings, keep accurate and complete reports of all officers and Committees and of all business transacted by the Council and Society, be responsible for maintaining rolls of members of all categories, and perform such other duties as properly devolve upon that office. Minutes of Council and business meetings of the Society shall be submitted to the President, the President-Elect, and the Immediate Past-President for additions and corrections as soon as possible after said meetings and before publication of the minutes in the Journal.
The Secretary-Treasurer shall be responsible jointly with the Editor of the Journal for supervising the management of the Back Issues Program.
The Secretary-Treasurer shall issue all statements of financial obligations owing to the Society and account for all funds, properties and disbursements, and shall pay all bills owed by the Society and authorized by the Council.
The Secretary-Treasurer shall maintain a separate accounting of all securities, monies, earnings, increments and disbursements of the Society's Endowment Funds.
The Secretary-Treasurer shall submit an annual financial statement to the Council and to the Society which shall be completed to the most convenient recent date prior to the time of reporting and cover the period from the closing date of the last such report.
The Secretary-Treasurer, or the Secretary-Treasurer and the President jointly, as, and when, directed by the Council, shall select depositories for the Society's monies, assign securities and other investments belonging to the Society or controlled by it, and endorse financial and legal papers in behalf of the Society. The Secretary-Treasurer shall have the authority and responsibility to receive dues and other obligations owing to the Society and to pay current and other expenses authorized by Council.
The Secretary-Treasurer shall maintain the By-laws and all documents pertaining to same as cited in Article XII, Section 2.
a) Journal Editor
The Editor shall be Editor of The Journal of Parasitology. The Editor shall have responsibility and authority for formulating publication policies; for deciding format and content; for reviewing, editing, and determining the acceptability of notes and papers offered for publication; for determining charges to authors and advertisers; for conducting negotiations with authors, advertisers, and publishers; for filling vacancies on the Editorial Board; and for performing all other duties that ordinarily devolve upon an Editor.
In performance of these duties, the Editor shall rely upon the active cooperation of the Editorial Board but may also seek advice and assistance from any member of the Society.
Neither the Editorial Board nor any member thereof shall be charged with responsibility or authority that abridges the duty of the Secretary-Treasurer to receive and disburse Society funds or transcends the obligation of Council to guard the interests of the Society and protect its welfare.
The Editor shall report fully to the Council on activities, needs, and problems regarding the management and status of the Journal.
b) Newsletter Editor
The Editor shall be Editor of the American Society of Parasitologists Newsletter. The Editor shall have responsibility and authority for formulating publication policies, for deciding format and content, for reviewing, editing and determining the acceptability of material received for publication; for conducting negotiations with authors, advertisers, and publishers; for filling vacancies on the Editorial Board of the Newsletter; and performing all other duties that ordinarily devolve upon an Editor.
In performance of these duties, the Editor of the Newsletter shall rely upon the active cooperation of the Editorial Board but may also seek the advice and assistance from any member of the Society.
Neither the Editorial Board nor any member thereof shall be charged with responsibility or authority that abridges the duty of the Secretary-Treasurer to receive or disburse Society funds or transcends the obligation of Council to guard the interests of the Society and protect its welfare.
The Editor of the Newsletter shall report fully to Council on activities, needs, and problems regarding the management and status of the Newsletter.
(vii) Scientific Program Director(s)
The Scientific Program Director(s) shall be responsible for arranging the scientific program of the Annual Meeting of the Society.
The archivist shall maintain the Archives of the Society as directed by Council.
Section 5. General Responsibilities of Officers
All official duties and responsibilities not expressly defined shall devolve upon those officers who customarily are charged with such duties and responsibilities.
Section 6. Suspension and Removal of Officers
When the Council receives written allegations by at least three members of the Council, or by at least ten Active Members of the Society, that an officer is not faithfully performing the duties of office, or has otherwise acted in a manner adversely affecting the Society, the Council shall investigate the allegations and may thereafter suspend or remove the officer by a two-thirds vote.
Upon suspension, or inability to serve for any reason, an officer other than the President or President-Elect, the President shall nominate an Active Member of the Society to carry out the duties of the office on an interim basis, such nomination requiring approval by a majority vote of the Council. If the President or President-Elect is suspended or removed, succession is as stated in Article VI, Section 7.
Section 7. Succession of Officers
When a vacancy occurs in an office the following rules will apply:
Office of the President. The President-Elect shall function in lieu of the President in the event of the latter’s absence or inability for any reason to discharge or perform any duty or responsibility of the office that ordinarily devolves upon it. The President-Elect will then assume the Presidency at the end of his/her term.
Office of the President-Elect. The Vice President shall function in lieu of the President-Elect in the event of the latter’s absence or inability for any reason to discharge or perform any duty or responsibility of the office that ordinarily devolves upon it. The Vice President will then assume the President-Elect position at the end of his/her term.
Office of the Vice President. The President shall appoint an Active Member of the Society to carry out the duties of the office, on an interim basis, such appointment requiring approval by a majority of the Council. The Nominating Committee will submit the names of no fewer than two members in good standing of the Society for election to the office in the next general election as described in Article IV, Section 3.
Office of the Secretary-Treasurer. The President shall appoint an Active Member of the Society to carry out the duties of the office, on an interim basis, such appointment requiring approval by a majority of the Council. The Nominating Committee will submit the name(s) of a member(s) in good standing of the Society for election to the office in the next general election as described in Article IV, Section 3.
Council Member-at-Large. The individual receiving the third highest number of votes for Council Member-at-Large, in the annual election, shall be named as an Alternate Council Member-at-Large and shall assume the duties of Council Member-at-Large in the event that position is vacated for any reason.
ARTICLE V. COUNCIL
Section 1. Membership
Voting members of the Council are the elected Directors, including the President, President-Elect, Vice President, Immediate Past-President, 8 Council Members-at-Large, the Secretary-Treasurer, the Editor of the Journal, Scientific Program Officer and the Student Member-at Large. Should there be more than one Scientific Program Officer, then they will collectively have one vote. Being unelected officers, the Archivist and the Editor of the Newsletter shall have a voice, but not a vote, at Annual Council meetings. Representatives of regional and affiliated organizations also shall have a voice, but not a vote, at Annual Council meetings.
Section 2. Officers of the Council
The President, President-Elect, Immediate Past-President, Vice-President, and Secretary-Treasurer of the Society shall simultaneously hold the same offices on the Council.
Section 3. Authority
The Council shall establish policies for the management of all affairs, funds, and properties of the Society and the transaction of all business, except as otherwise provided in these By-laws. The Council shall have the right to delegate temporarily to members, special committees, or subcommittees any responsibility or power with which it is, or normally would be, vested.
Section 4. Oversight of Elections
The Council shall determine compliance with the election procedures established in Article IV, Section 3. In the event of noncompliance, the Council shall itself act as the Nominating Committee during its annual business meeting. In such event, elections shall be held and completed during the annual business meeting of the Society.
Section 5. Vacancies on the Council
When a vacancy occurs on Council Article IV, Section 7 applies.
ARTICLE VI. MEETINGS
Section 1. Functions
Each year the members of the Society shall hold an Annual Meeting, which shall incorporate such activities as presentations of papers, symposia, posters or other demonstrations of scholarly activities, regular business sessions for both Council and the general membership, and such other activities as deemed necessary to the well-being of the Society.
Section 2. Meeting Sites
The place of such meetings shall be determined significantly in advance of the meeting from recommendations obtained through members and other friends of the Society. Meeting sites, recommended by a Meeting Site Committee and approved by Council, shall be announced as a regular part of the published minutes.
ARTICLE VII. COMMITTEES
Section 1. Standing Committees
Unless otherwise specified, the President makes all appointments to committees. So as to ensure uninterrupted committee functionality it is the responsibility of the President-elect to solicit members in good standing for appointment to committees prior to assuming the office of the President at the end of the Annual meeting. It is incumbent on the President and Council to initially ensure staggered terms on committees, even when such is not stipulated herein.
(ii) Business Advisory Committee
The Business Advisory Committee shall comprise 5 appointed members and the Secretary- Treasurer of the Society. The term of each appointed member shall be 5 years, except for appointments to fill vacancies in unexpired terms. The President will appoint one member each year. The Chair will be appointed by the President from among members who have served on the Business Advisory Committee for more than one year.
The Business Advisory Committee shall constantly monitor the finances of the Society and shall advise the Secretary-Treasurer on investments and other financial matters. The Business Advisory Committee will be responsible for coordinating all requests from the Society to industry for funding, for maintaining the mailing list, and providing follow-up information on expenditures to industries, and for providing direct liaison with Council to suggest activities of mutual interest. If at all possible, at least one member of the Business Advisory Committee should be appointed from industry.
(iii) Awards Committee
This Committee will be responsible for selecting the Ashton Cuckler New Investigator Award, the Henry Baldwin Ward Medal, the Clark P. Read Mentor Award, and the Distinguished Service Award. The Awards Committee will comprise 8 Active members, 2 of whom are students serving 2-year terms, the other 6 members serving 3-year terms. Thus, 3 members are to be appointed each year, of which 1 is a student. One student and 2 other Active members rotate on and off each year. A new Chair of the Awards Committee will be appointed from among its members each year by the in-coming President. Nominations for these awards shall be solicited by the Secretary-Treasurer each year. On receipt of complete nomination packages, the Awards Committee Chair who will circulate the material to the Committee members. The Awards Committee is under no obligation to select a recipient for any of the awards in any year. The Awards Committee may also recommend to the Council, members of the Society for the President to nominate for extramural awards.
(viii) Committee on Education
The Committee shall comprise 7 Active members, 5 of which are not students each with terms of 5 years, one new member being appointed by the President each year, and 2 of which are students with terms of 2 years, one new member who is a student being appointed by the President each year. The Chair of the Committee shall be appointed by the President each year. The members should be persons actively engaged in teaching parasitology and should represent general undergraduate parasitology, graduate education in parasitology, veterinary parasitology, medical technology, and medical parasitology. The Committee shall provide recommendations to Council as well as the Scientific Program Officer(s) regarding projects, symposia, and electronic and classical media which will enhance the teaching of parasitology at all levels of education. The Committee shall also promote the ASP Willis A. Reid, Jr. Student Research Grant Competition, and any other research grant awards that the Society may establish, for which it shall solicit and receive applications and from which it will select the recipient(s) of the awards. Members of this committee who are students shall be recused from the receipt of applications and selection of recipients regarding all awards or grants bestowed by this committee. The Committee is under no obligation to select a recipient for any awards in any year.
(ix) Meeting Site Committee
The Committee shall comprise 3 members with terms of 3 years, and shall be appointed by the President. The Chair of the Committee shall be appointed by the President each year. The Committee shall be charged by Council with recommending sites for meetings of the Society several years in advance of such meetings.
Section 2. Special Committees
Subject to ratification by the Council, the President may appoint such other committees as deemed necessary. Membership and specific charges for other committees shall be determined by the Council at the time it approves the creation of the committee. The terms of Special Committees shall be one year unless otherwise specified by Council. The Chairs of the Committees shall be appointed by the President in consultation with Council.
ARTICLE VIII. FINANCES
Section 1. Dues
Annual membership dues shall be payable in advance on or before the last day of January. The amount of dues, including reduced rates for Active members who are students, Associate Members, Retired Members, and other categories of membership, shall be determined by a majority vote of the Council. The Secretary-Treasurer shall maintain a record of the dues rate for each category. Members whose current dues are unpaid shall not be considered in good standing, shall not receive the Society's publications or reduced registration rates for meetings, and may neither hold office nor be eligible to vote. Individuals dropped from membership for nonpayment of dues, or who have resigned, may be automatically reinstated by payment of current dues. Honorary Members are not accorded the rights and privileges of Active members and are not eligible to hold office unless they elect to pay dues assessed for active membership. Distinguished Members Emeriti pay no dues but are accorded all of the rights and privileges of Active members, including receipt of the Society’s publications.
Section 2. Auditing
All financial affairs of the Society shall be audited by a Certified Public Accountant.
Section 3. Bonding
The Secretary-Treasurer shall be bonded for an amount determined by Council.
Section 4. Expenses of Officers
Officers of the Society who receive allotments of funds for conduct of their offices shall keep an itemized account of disbursements and submit same to the Secretary-Treasurer in time for inclusion in the regular or annual statement by the Secretary-Treasurer. Unexpended balances shall revert to the Treasury.
Such allotments may be made only by the Council and are in addition to such sums as the Council may authorize to defray expenses of certain officers as follows: If requested, round-trip air fare and the cost of hotel rooms at the Annual Meeting may be provided for the President, the Editors of the Journal, the Scientific Program Director(s), and the Secretary-Treasurer.
Section 5. Endowment Funds
The purposes of the Society's Endowment Funds are to finance projects of value and interest to the Society, to include but not limited to, the underwriting of Awards, Lectureships and Honors. These purposes shall be construed conservatively and the integrity of the Funds preserved. To enlarge their opportunities for service, contributions from friends of parasitology are to be encouraged.
ARTICLE IX. REGIONAL BRANCHES AND AFFILIATED ORGANIZATIONS
Section 1. Establishment
Regional branches of the Society may be established and existing organizations with an interest in the disciplines of parasitology may become affiliated with the Society, by action of the Council, on a petition by ten Society members in good standing and residing within the geographic boundaries of the branch or organization. The boundaries shall be indicated in the petition to the Council and any subsequent changes shall be made only with permission of the Council. The Council shall exercise no jurisdiction over the name of any branch or affiliated organization.
Section 2. Sovereignty
Regional branches or affiliated organizations shall be free to elect officers, collect dues and govern themselves, subject only to compliance with provisions stated herein. Policies set forth in the Constitution and/or By-laws of such groups shall be in harmony with the policies, including the Charter and By-laws, of the Society. A copy of the Constitution and/or By-laws of regional or affiliated organizations shall be filed with the Secretary-Treasurer.
Section 3. Members
Membership in regional branches or affiliated organizations shall not be restricted to members of the Society.
Section 4. Officers
A list of officers shall be filed with the Secretary-Treasurer within three weeks after their election.
Section 5. Representation
Regional branches of affiliated organizations with 25 or more Society members in good standing may appoint or elect a representative to the Council. This representative shall be free to participate in the discussions of the Council but shall be a non-voting member of that body.
Section 6. Reports
Regional branches or affiliated organizations shall submit to the Council, through the Secretary-Treasurer, a concise, annual report of their activities and copies of their programs of meetings, announcements, and other activities. This information must be in the hands of the Secretary-Treasurer prior to the annual Council meeting.
Section 7. Meetings
Regional branches or affiliated organizations may hold meetings at their own discretion provided that such meetings do not conflict with the Annual Meeting of the Society.
Section 8. Use of Society Publications
Announcements and programs of meetings held by regional branches or affiliated organizations may be published in The Newsletter but the cost of publication must be borne by the branch or organization, unless otherwise determined by the Editor and Council.
Section 9. Dissolution
The Council may at any time, for good cause, dissolve or relinquish affiliation with a regional branch or affiliated organization.
ARTICLE X. PUBLICATIONS
Section 1. Society Publications
The official publications of the Society are The Journal of Parasitology and The American Society of Parasitologists Newsletter. The price of subscriptions to the Journal and Newsletter shall be determined by the Council.
There may be such other publications as the Council and Society authorize.
Section 2. Editorial Boards
All affairs related to the Journal, except as provided otherwise, shall be managed by an Editorial Board consisting of an Editor and such Associate and Assistant Editors as shall be recommended by the Editor. There shall be such other assisting personnel as the Editor and Council deem essential.
All affairs related to the Newsletter, except as provided otherwise, shall be managed by an Editorial Board consisting of an Editor and Associate Editors as recommended by the Editor. One Associate Editor will be the President-Elect, a second will be the Vice President. Terms of these two Associate Editors will coincide with their terms of office. Secretaries of the Affiliate Societies will serve as correspondents.
Members of the Editorial Boards generally shall be Society members in good standing and shall represent to the fullest practicable degree the scientific interests of the Society's members.
ARTICLE XI. RULES OF ORDER
Section 1. Application and Procedure
The Society, its officially constituted committees, and its officers and members shall observe in their conduct the procedures defined in these By-laws and in the special and general rules of order of the Society.
Section 2. Special Rules of Order
One hundred members in good standing shall be a quorum of the Society. A majority of the members of the Council shall be a quorum of that body.
(ii) The Society Year
The Society year will begin at the conclusion of the Annual Business Meeting.
(iii) Review by Society of Council Action
No action by the Council shall abridge the right of the Society to debate any questions or review any action or decision by the Council, and any such action or decision may be changed by an affirmative vote of two-thirds of the members present and voting at a duly called business meeting or of those replying within 60 days to mail or electronic ballots issued by the Secretary-Treasurer, provided votes are cast by 100 members, and provided also that Society action does not involve commitment, obligation, or payment of funds on which the Council has already acted in accordance with its duly invested authority and responsibility.
Section 3. General Rules of Order
Questions of procedure shall be decided according to the latest edition of Sturgis' Standard Code of Parliamentary Procedure unless otherwise provided for in the By-laws or the Special Rules of Order of the Society.
ARTICLE XII. AMENDMENTS
Section 1. Procedure
Amendments to these By-laws may be proposed by a petition signed by one-fourth of the Active Members of the Society or by one-fourth of the Council members. The properly proposed amendments shall be submitted to and studied by Council and, upon approval by two-thirds of the members present at a Council meeting where there is a quorum, shall be submitted in writing to members. This shall be done at least 30 days prior to a business meeting or circulation of a mail or electronic ballot designated for the purpose of voting on the amendments. Ratification of amendments shall require two-thirds vote of the Society members present at the meeting or by an affirmative vote of two-thirds of the members responding within 60 days to a mail or electronic ballot issued by the Secretary-Treasurer, provided votes are cast by at least 100 members.
Section 2. Recording of Amendments by Secretary-Treasurer
All amendments, whether relating to addition, repeal, or alteration, and dates of their adoption shall be recorded seriatim by the Secretary-Treasurer and filed with a copy of these By-laws.
ARTICLE XII. INDEMNIFICATION
The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.