BYLAWS OF
THE
ARTICLE
1: NAME
The
name of the Society is the Delaware Sleep Society (“Society”).
ARTICLE
2: PURPOSE
The Society
has been organized to operate exclusively for scientific and educational
purposes, and act as a representative voice for sleep professionals in the
State of Delaware and more specifically:
Section
2.1 To promote and support research and education in polysomnography and sleep
medicine.
Section
2.2 To encourage and assist in the advancement of scientific and technical
standards of polysomnographic technology.
Section
2.3 To protect and preserve both the patient and public trust in doctoral-level
sleep clinicians and polysomnographic technologist by promoting the highest
level of clinical standards for patient care and safety and to produce the
highest quality of polysomnographic data and patient care.
Section
2.4 To promote increased awareness of sleep research, sleep medicine and
treatment of sleep disorders.
Section
2.5 To promote and improve standards of training and qualifications for doctoral-level
sleep clinicians and polysomnographic technologists.
Section
2.6 To provide a unified voice for sleep professionals in matters of insurance
coverage and reimbursement, testing standards and the application of treatment
modalities for sleep disorders.
Section
2.7 To develop and maintain the essentials to perpetuate the Society and its
objectives.
ARTICLE
3: FUNDS, DUES,
Funds
of the Society shall consist of monies raised by annual dues levied on the
members, voluntary contributions to the Society, and income from any other
source approved by the Board of Directors. No part of the net earnings of the Society
shall inure to the benefit of any private shareholder or individual.
ARTICLE 4: REGISTERED OFFICE
Section
4.1 The principal office for the transaction of business of the Society shall
be located in the State of Delaware or at such place as the Board of Directors designate.
Section
4.2 The Society may have such other offices as directed by the Board of Directors.
Section
4.3 The Society will obtain and maintain status as a registered agent in the
State of Delaware as required by the General Corporation Law of the State of
Delaware
ARTICLE 5: MEMBERS
Section
5.1 The Society shall be composed of five classes of members as determined by
the Board of Directors: doctoral members, polysomnographic members, student
members, Institutional members and affiliate members.
Subsection
5.1.1 Doctoral members shall be those individuals who hold a M.D., D.O., Ph.D.,
D.D.S., or D.M.D. Degree. Individuals holding another doctoral degree in a
health care or biomedical field are also included in this membership class. All
Doctoral members should be active in sleep disorders medicine, sleep research,
or sleep education. Doctoral members pay annual dues set by the Board of
Directors. Doctoral members have full voting privileges. Doctoral members may serve as officers on the
Board of Directors and on Committees.
Subsection
5.1.2 Polysomnographic members shall be those individuals whose primary
employment is in the Sleep Technology Profession. Polysomnographic members who
are registered polysomnographic technologists (RPSGT) may serve on the Board of
Directors and on Committees. Polysomnographic members pay annual dues set by
the Board of Directors. Polysomnographic members have full voting privileges.
Subsection
5.1.3 Student members shall be those individuals seeking a degree, who are
currently enrolled in a health care or biomedical, degree-granting
institution. All student members should
be pursuing a degree leading to participation in sleep disorders medicine,
sleep research or sleep education. Student membership also applies to residents
and fellows. Student members pay annual
dues set by the Board of Directors. Student members do not have voting
privilege and are not eligible to serve on the Board of Directors or Committees.
Subsection 5.1.4 Institutional
members shall be any health care delivery, educational or manufacturing, corporation,
institution or organization that has a special interest in sleep disorders
medicine, sleep research, or sleep education. Institutional members pay annual
dues set by the Board of Directors. Institutional members do not have voting
privileges and may not serve on the Board of Directors or on Committees.
Subsection
5.1.5 Affiliate members shall be those individuals who have special training in
the health care field and are active in aspects of sleep medicine. Affiliate members
pay annual dues set by the Board of Directors. Affiliate members do not have
voting privileges and are not eligible to serve on the Board of Directors or
Committees.
Section
5.2 Procedures for Membership
Subsection
5.2.1 Individuals who desire to become a member of the Society must submit an
official application and payment of membership dues to the state office via
mail or electronic means as approved and directed by the Board of Directors.
Subsection
5.2.2 Resignation of Members.
Any
member may resign from the Society by providing written notice of such
intention to the Secretary. Resignation shall not relieve a member of any
financial obligations to the Society. The Society will not refund any
dues of any member who resigns.
Subsection
5.2.3 Transfer of Membership.
Membership
of the Society is not transferable or assignable.
Subsection
5.2.4 Membership Dues.
The
Board of Directors may establish the initial and/or annual dues for membership
in the corporation. The billing and collection of dues shall be in a manner
prescribed by the Board of Directors.
Subsection
5.2.5 Membership Year.
The
membership year shall end December 31; however, any new member who joins
between October 1 and December 31 shall be entitled to membership through
December 31 of the following year upon payment of any applicable annual dues.
There will be no prorating of dues for partial years.
Subsection
5.2.6 Termination of Membership.
Membership
for any class of member as defined in Article 5.1 shall be automatically
terminated if applicable annual membership dues are not paid in full prior to
the 90th day after the beginning of the current membership year as provided in
Article 5.2.5.
Section
5.3 Annual Business Meeting of the Board of Directors.
There
shall be at least one annual business meeting of the Board held during the calendar
year. Meetings of the membership will be held pursuant to action by the Board
of Directors.
ARTICLE 6: VOTING BY MAIL
Voting
for candidates for vacancies of the Officers and Board of Directors shall be
done by mail, or electronic mail, as approved and directed by the Board of Directors.
ARTICLE 7: OFFICERS
Section
7.1 Officers: The Officers of the Society shall be a President,
Vice-President, Immediate Past-President, Secretary, and Treasurer. The
position of Immediate Past-President will be vacant until the completion of the
first term of the first President of the Society.
Section
7.2 Officers as Directors: All Officers are members of the Board of
Directors
and report to the President.
Section
7.3 Eligibility
a. Only Members in good standing shall be
eligible to serve as Officers of this Society.
b. A Member employed exclusively by a Durable
Medical Equipment, Prosthetics, Orthotics, and Supplies (DMEPOS) shall be ineligible
to serve as Officers of this Society.
Section
7.4 Election and Term of Office
a. The President shall serve a
term of two (2) years as President.
b. Following his or her
two-year term as President, he or she will serve a two (2) year term as
Immediate Past President.
c. The Vice-President shall
serve a term of two (2) years. The Vice-President shall be eligible to serve a
maximum of two consecutive terms. The Vice-President may serve more than two
terms if they are non-consecutive.
d. The Secretary shall serve a
term of two (2) years as Secretary. The Secretary shall be eligible to serve a
maximum of two consecutive terms. The Secretary may serve more than two terms
if they are non-consecutive.
e. The Treasurer shall serve a
term of two (2) years as Treasurer. The Treasurer shall be eligible to serve a
maximum of two consecutive terms. The Treasurer may serve more than two terms
if they are non-consecutive.
f. Each Director at Large shall
server a term of two (2) years. Each Director at Large shall be eligible serve
a maximum of two consecutive terms. Each Director at Large may serve more than
two terms if they are non-consecutive.
g. Terms of office shall
commence and officers shall be installed as the First
Order
of Business under New Business at the Annual Business Meeting.
Section 7.5
Vacancies
a. In the case of death,
incapacity or resignation of the President the vacancy shall be filled by the Vice-President.
b. In the case of death,
incapacity, expulsion or resignation of the Vice-President, Secretary, or Treasurer
the vacancy may be filled by action of the Board of Directors.
c. The fulfillment of a vacancy
shall not constitute a term.
d. A successor so appointed
shall serve until the next election of the Society in which they become
eligible for general election.
Section
7.6 President
a. The President shall be the
Chief Executive Officer of the Society with responsibility for the general
supervision, direction and control of the business affairs of the Society in
conformity with Society policies.
b. The President shall serve as
the Chair of the Board of Directors and with the approval of the Board of Directors
shall appoint committee chairs, may appoint a parliamentarian, shall be an
ex-officio member of all committees except the Nominating Committee, and shall
submit the Annual Report to the general membership.
c. The President may appoint a liaison
officer to doctoral affiliates, other technological societies and technological
credentialing bodies.
d. The President shall preside
at the Annual Business Meeting, the meetings of the Board of Directors,
Executive Committee, Membership Meetings, and shall have such powers and duties
as may be prescribed by the Board of Directors.
e. The President shall approve
all committee members.
f. It shall be the duty of the
President to ensure that all Officers and members of the Board of Directors
take an active part in the regular business of the Society.
g. At the completion of their
term, the outgoing President shall serve on the Board of Directors for two (2)
years as Immediate Past President and have the same duties as those of a Board
member.
h. The position of President
shall be held either by a Doctoral member or a Polysomnographic Member who is a
registered polysomnographic technologist (RPSGT).
Section
7.7 Vice-President
a. In the absence or disability
of the President, the Vice-President shall assume all the duties, powers,
obligations and privileges of the President.
b. The Vice-President shall
have such other powers and duties as may be prescribed by the Board of Directors.
c. The position of Vice-President
shall be held either by a Doctoral member or a Polysomnographic Member who is a
registered polysomnographic technologist (RPSGT).
Section 7.8
Secretary
a. The Secretary shall keep a
correct and complete permanent record of the proceedings of the meetings and
transactions of the Society.
b. The Secretary shall submit
full and complete records of proceedings for approval by the Board of Directors
and/or general membership.
c. The Secretary shall have
such other powers and duties as may be prescribed by the Officers and Board of Directors.
d. The Secretary shall submit
an updated membership list indicating members' status to the President,
Secretary and Managing Editor of any official publications.
e. The position of Secretary
shall be held either by a Doctoral member or a Polysomnographic Member who is a
registered polysomnographic technologist (RPSGT).
Section
7.9 Treasurer
a. The Treasurer shall be the
Chief Financial Officer of the Society.
b. The Treasurer shall monitor
the receipts and distribution of funds of the
Society
and shall present quarterly financial reports to the Board of Directors.
c. The Treasurer shall submit
an annual financial report to the Board of Directors for approval. An audit may
be called, at any time, by the Board of Directors to be performed by a
Certified Public Accountant
d. The Treasurer shall have
such other powers and duties as may be prescribed by the Officers and Board of
Directors.
e. The position of Treasurer
shall be held either by a Doctoral member or a Polysomnographic Member who is a
registered polysomnographic technologist (RPSGT).
Section
7.10 Directors at Large
a. There shall be three
Director at Large positions. Each Director shall represent a different county
in the state.
b. Each Director at Large shall
have such other powers and duties as may be prescribed by the Officers and
Board of Directors.
c. The position of Director at
Large shall be held either by a Doctoral member or a Polysomnographic Member
who is a registered polysomnographic technologist (RPSGT).
Section
7.11 Resignation: Any Officer may resign at any time by
submitting a written resignation to the Board of Directors.
ARTICLE 8: BOARD OF DIRECTORS
Section 8.1
Composition: The Board of Directors shall consist of the President, Vice-President,
Immediate Past-President, Secretary, Treasurer, and three Directors-At-Large
elected by the eligible voting members of the Society. There shall be one
Director-At-Large representing each county in
Section
8.2 Terms: Each member of the Board of Directors shall be
elected for a two (2) year term.
Section
8.3 Powers and Duties: Between Annual Business meetings of the
Society,
the property, business and affairs of the Society shall be directed by the
Board of Directors, subject to the limitations of the Articles of Incorporation
and these Bylaws. All corporate powers
shall be exercised by or under the authority of the Board of Directors.
Subsection
8.3.1 Duties
a. To study, determine, and
execute the short-term and long-range plans of the Society for its continued
growth and financial stability, development of policies and periodic assessment
of the needs of the membership, surveillance, and the continual maintenance of
the Society.
b. Establishment of standing
rules.
c. Creation and conferment of
special awards.
d. Acceptance, on behalf of the
Society, of grants, contributions, gifts, bequests, or other property to
further the purposes of the Society.
e. Consideration and action on
matters relating to membership complaints and grievances.
f. Appointment of the Chair of
the Nominating Committee.
Section
8.4 Executive Committee: The Executive Committee of the Board of
Directors
shall be comprised of the President, Vice-President, Immediate Past-President, Secretary
and Treasurer.
Subsection
8.4.1 Duties
a. To authorize expenditures
within the guidelines set by the Board of Directors.
b. To conduct any business of
the Society which may arise between meetings of the Board of Directors and
which may require immediate action. The
Executive Committee shall have full power and authority to exercise judgment
and make decisions as required safeguarding the Society, subject to review at
the next meeting of the Board of Directors.
c. To perform such other duties
as delegated by the Board of Directors.
Section 8.5 Quorum:
The presence of a majority of the voting Directors at the beginning of a
meeting shall constitute a quorum for conducting Board business for the entire
meeting. In the absence of a quorum, a majority of the Board of Directors
present may adjourn to meet again at a stated day and hour or on call of the
President.
Section
8.6 Voting: Cumulative voting shall not be allowed. Each Officer and
Director
shall have one vote. There shall be no
voting by proxy. The President shall
only vote in case of a tie.
Section
8.7 Action without Meeting: Any action required or permitted to be taken
between regular or special meetings of the Board may occur without a meeting if
consent is given by all of the Directors.
Section
8.8 Telephone Conference Calls: Directors may participate in any Board or
committee meeting by means of a conference telephone call, web-meeting or any
similar communications equipment which allows all persons participating in the
meeting to hear each other at the same time.
Section
8.9 Eligibility
a. Only a Member in good
standing shall be eligible to serve on the Board of Directors.
b. Each Officer and Director must
be actively engaged in the practice (clinical, research, or education) of sleep
medicine within six (6) months preceding their installation.
c. Each Officer and Director
must complete an annual conflict-of-interest statement that will be reviewed by
the Executive Committee.
Section
8.10 Vacancies
a. In the case of death,
incapacity or resignation of the President the vacancy shall be filled by the
Vice-President.
b. Other unscheduled vacancies
in the Board of Directors shall be filled by a vote of the majority of the remaining Officers and Directors then in
office, even though less than a
quorum, or by the sole remaining Officer and/or Director. Nominations
for filling such vacancies shall be made only for the purpose of maintaining
the number of Directors as established by Article 8, Section 8.1 of the Bylaws.
c. A successor Director shall
serve until the next election of the Society in which he or she becomes
eligible for general election.
d. The fulfillment of a vacancy
shall not constitute a term.
Section
8.11 Resignation: Any Director may resign at any time by submitting
a written resignation to the Board of Directors.
Section
8.12 Meetings
a. Regular meetings of the
Officers and Board of Directors shall be held at least once each calendar year. Written notice of the time and place of the
regular meeting shall be sent by mail, email, or other mode of transmittal to
each Director at least thirty (30) days prior to the time of holding such
regular meetings.
b. Special meetings of the
Board may be held upon the call of (1.) the President or (2.) Fifty (50%) of seated
Directors at such reasonable times and places as the President may
designate. Notice of the time and place
of special meetings shall be given to each Director at least forty-eight (48)
hours prior to the time of holding all such meetings.
c. Any Director may waive their
right to be notified of any meeting.
This waiver shall be signed and in writing. It may be signed before or after the meeting.
d. A Director attending any
Board meeting waives the right to notice of that meeting, unless the Director attends the meeting only
for the express purpose of objecting to the transaction of business at the
meeting.
Section
8.13 Agenda: Any Director who wishes to place items on
the agenda of any regular meeting of the Board shall send the items to the
President for receipt no later than fifteen (15) days prior to the meeting
date.
Section
8.14 Compensation of Directors: Directors shall not receive any regular compensation
for their service as Directors, but the Board may authorize reimbursement of reasonable
expenses incurred in the performance of their duties. Such authorization may
prescribe procedures for approval and payment of such expenses. Nothing shall
preclude an Officer or Director from serving in any other capacity and
receiving compensation for such services.
Section
8.15 Absence: Any Director unable to attend a meeting
shall, in a letter addressed to the President or Secretary, state the reason
for their absence. The President or designee will accept or reject the reason
for their absence and notify the Director within forty-eight (48) hours upon
the receipt of the Directors letter.
Section
8.16 Contracts and Conveyances.
The
Board of Directors may authorize any officer or officers, agent or agents of
the corporation, in addition to the officers so authorized by these bylaws, to
execute any contract, conveyance, mortgage or other instrument on behalf of the
Society, or may ratify or confirm any execution. When the execution of any
instrument has been authorized without specification of the executing officers
or agents, the chairperson, the president or any vice president, and the
secretary or treasurer may execute the same on behalf of the corporation and
may affix the corporate seal thereto.
Section 8.17 Orders for Payment of Money.
All
checks, drafts, or orders for the payment of money, notes, bonds or other
evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, or such other person or persons as shall
from time to time be determined by resolution of the Board of Directors.
Section
8.18 Gifts.
The
Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or device for general purposes or for any special purpose of the
corporation
ARTICLE 9: INDEMNIFICATION of OFFICERS, DIRECTORS,
EMPLOYEES, and OTHER AGENTS
Section
9.1 Definitions: For the purpose of this Article,
"agent" means any person who is or was a Directors, Officer,
employee, or other appointee of the Society or is or was serving at the request
of the Society as a Director, Officer, Committee member, appointee, or
employee; "proceeding" means any threatened, pending or completed
action, whether civil, criminal, administrative, or investigative; and
"expenses" includes, without limitation, attorneys' fees incurred
while establishing a right to indemnification under this Article.
Section
9.2 Indemnification
a. In the event any agent of
the society shall be named a party to litigation or any claim or allegation is
made against any agent of the society arising directly as a result of the agent’s
act or omissions or alleged acts or omissions as an agent of the society which
required the agent to defend said litigation, claim or allegation, or pay any
financial damages resulting there from, the affected agent shall be held
harmless and indemnified by the Delaware Sleep Society for all costs of
defense, liability or financial damages that result from such litigation, claim
or allegation. This By-Law shall be applicable insofar as it is not in conflict
with federal or state statute or common law.
b. Exception is made in cases
where the indemnified individual is adjudged guilty of willful misfeasance or
malfeasance in the performance of duties.
c. The right of indemnification
shall be in addition to and not exclusive of all other rights to which indemnified
individuals may be entitled.
ARTICLE 10: RULES OF ORDER
The
current Robert’s Rules of Order will govern in respect to meetings, elections,
and procedural matters when not in conflict with the By-Laws of the Delaware
Sleep Society.
ARTICLE 11: COMMITTEES, COUNCILS, APPOINTEES and
LIAISONS
Section 11.1 Committees, Councils, Appointees and
Liaisons
a. There shall be
committees, councils, appointees and liaisons as required to carry on the work
of the Society.
b. The Officers and Board of Directors
are empowered to create, combine or dissolve committees, councils, and
liaisons, or to change their composition or responsibilities as the need may
arise.
c. The chairperson(s) of each
committee and council and the liaisons shall be appointed by the President with
approval of the Board of Directors. However, the chair of the Nominating
Committee shall be appointed by the Board of Directors.
d. The term of the appointee,
liaison, committee chair and committee members shall correspond to the Presidential term, unless
a specific term is otherwise approved by the Board of Directors.
e. The members of any committee
or council shall be appointed by the committee and council chair and are
subject to the approval of the President.
Section
11.2 Standing Committees: Members of all Standing Committees shall be
nominated by the Committee Chairpersons and shall be subject to confirmation by
the Board of Directors.
a. The Chairs of all Standing
Committees unless otherwise specified in these bylaws shall be designated by
the Board of Directors.
b. No Member of a Standing
Committee may serve more than two consecutive two-year terms, but an individual
may serve as a consultant if it is believed he/she has special expertise that
would continue to help the Committee beyond the individual’s term. In such
capacity, he/she shall have no vote.
Section
11.3 Nominating Committee: The
Nominating Committee shall be composed of three members: President, Vice-President,
and Immediate Past President. The duties of the Nominating Committee shall
include:
a. Request and receive
nominations from members of the Society for the positions for President, Vice-President,
Secretary, Treasurer, Director(s) and awards presented by the Society.
b. Review all recommendations
received, and
c. Submit a report to the Board
of Directors at its annual meeting with recommendations.
Section
11.4 Audit Committee: The Audit Committee shall assist the Society Board of
Directors in ensuring compliance with legal and ethical standards and in
selecting and hiring of the internal and independent auditors.
ARTICLE 12: FINANCES, DUES AND ASSESMENTS
Section 12.1
Fiscal Year: The Fiscal Year of
the Society shall coincide with the calendar year.
Section 12.2
Budget
a. Fiscal and
money policies shall be established by the Board of Directors.
b. Upon recommendation of the
Treasurer, the Board of Directors shall adopt a balanced annual operating
budget covering all activities of the Society.
Section
12.3 Dues
a. Dues are subject to change
by a majority of the voting members at the Annual Business Meeting of the Board
of Directors.
b. Dues shall be paid annually
and are not refundable.
c. Annual dues shall be due upon
receipt of a statement from the Treasurer and shall be considered delinquent
within ninety (90) days thereafter.
ARTICLE 13: DISSOLUTION
In the
event of dissolution or final liquidation of the Society, all of its assets
remaining after payment of it obligations have been made or provided for shall
be distributed to a non-profit entity engaged in activities substantially
similar to the Society. Distribution of
funds shall be designated by the Board of Directors.
ARTICLE 14: COMPENSATION
Officers,
Directors and Committee members shall serve without compensation.
ARTICLE 15: ADDITIONAL APPOINTMENTS
Appointments
may be made by the President, with the approval of the Board of
Directors,
to carry out functions not otherwise outlined in these Bylaws.
ARTICLE 16: AMENDMENTS
Section
16.1 Procedure to Amend Articles of
Incorporation: The Articles of
Incorporation
may be amended in accordance with the procedure outlined in the General Corporation
Law of the State of Delaware. The
Amended Articles shall be executed and filed in accordance with the afore
stated law.
Section 16.2 Procedure to Amend the Society Bylaws
a. Amendments may
be presented in writing to the President by any member in good standing. The President shall forward
proposed amendments within thirty (30) days of receipt to all members of the
Board of Directors.
b. Amendments to the Bylaws may be made by a
two-thirds (2/3) vote of the Board of Directors. Action to amend may be
initiated by the President or by a Director. Director-proposed amendments shall
be submitted to the President at least two (2)
months before the Annual Board Meeting, together with justification to
all Directors at least one (1) month prior to the Annual Board Meeting. Voting
shall follow discussion of the proposed amendments.
c. Any changes in the Bylaws
will be circulated to the Membership in a Society publication.
ARTICLE 17 DISCIPLINE
Section
17.1 Any member of the Society may be censured, placed on probation,
suspended or expelled under the following circumstances after due notice and
hearing set forth below:
a. For violation of the bylaws
of the Society.
b. For acts of serious
misconduct which bring discredit to either the Society, sleep technology or sleep
medicine.
c. If a member has been
convicted, adjudged or otherwise recorded as guilty by any court of a competent
jurisdiction of a felony or a crime involving moral turpitude.
d. If a member has been
adjudged guilty of violation of law or regulation relating to his or her
practice of sleep technology or sleep medicine by an administrative agency of
the government.
Section
17.2 Notification and Hearing
a. The accused member shall be
notified in writing by certified mail of the charges made against him/her and
offered the opportunity to respond in writing within 15 days of receipt of
notice. The notice shall include a summary of the reasons for the
proposed probation, suspension or expulsion.
b. A hearing of any charges
shall be promptly conducted by the Board of Directors at such time and such
place as it determines, but in no event may the hearing be conducted until at
least 15 days after the accused has been notified by certified mail of the
charges and the time and place of the hearing and less than five days before
the effective date of the probation, suspension or expulsion.
c. The Board of Directors may
have administrative and legal council at their own expense present at any
hearing to advise it. At the discretion of the Board of Directors, the
complainant and/or the accused may have legal council present with them, but
any such legal council may be excluded from attending or participating in the
proceedings at any time at the discretion of the Board of Directors.
d.
A comprehensive record of the hearing must be made. The decision of the
Board of Directors shall be by two-thirds (2/3) majority vote by secret
ballot. A report shall be made in writing containing the findings and the
recommended disciplinary action, if any.
e. The decision concerning the
accused shall be, to acquit, to censure, to place on probation, to suspend or
to expel. The President shall promptly transmit copies of the decision to
the accused by certified mail and to other parties involved at the President’s
discretion.
f. In any event, disciplinary
procedures will be in accordance with federal and state laws in effect at the
time a complaint or action is received or deemed necessary.
g. A proceeding challenging a
termination, expulsion or suspension, including a proceeding in which defective
notice is alleged, must begin within one year after the effective date of the
expulsion or suspension.
Section
17.3 Reinstatement
On
written request signed by a former member and filed with the Secretary, the
Board of Directors, by the affirmative vote of two/thirds (2/3), may reinstate
such former member to membership on such terms as the Board of Directors may
deem appropriate.