Bylaws and Constitution of the
Society of Skeletal Radiology, Inc.

 

Amended 03.03.2008

 

Article I

NAME

This Society shall be known as The Society of Skeletal Radiology, Inc.

 

Article II

OBJECTIVES

The objectives and purposes of the Society shall be:

Section 1.	To encourage and support the development of expertise in the subspecialty of musculoskeletal radiology:
A.	By providing continuing medical education for practicing musculoskeletal radiologists via an annual scientific meeting. The goals of this meeting are to encourage research activity and disseminate knowledge, stimulate collaboration among Society Members and refine subspecialty expertise. The content of the annual scientific meeting will be the responsibility of the Program Committee as defined in Article VI.
B.	By promoting further understanding of techniques used in musculoskeletal radiology and their cost-effective utilization.
C.	By assisting in the development of appropriate guidelines for musculoskeletal imaging and interventional procedures.
D.	By developing and promoting guidelines for use in residency and fellowship training in musculoskeletal radiology.
E.	By encouraging research in musculoskeletal radiology.
Section 2.	To represent the political and socioeconomic interests of Musculoskeletal Radiology in North America.
Section 3.	To facilitate communication among members and interested parties in the musculoskeletal community:
A.	By supplying a membership directory for Society members.
B.	By facilitating electronic based communication between members for academic problem solving, education, research, and similar purposes.
C.	By providing a “job listing” of available musculoskeletal positions.
D.	By publishing a current listing of fellowship programs in musculoskeletal radiology.
Section 4.	To promote musculoskeletal radiology by encouraging cooperation with other branches of medicine and allied musculoskeletal disciplines.
Section 5.	To promote musculoskeletal radiology by encouraging cooperation with other branches of medicine and allied musculoskeletal disciplines.

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Article III

MEMBERSHIP

Section 1. The Membership of the Society shall consist of four membership groups: Full Members, Honorary Members, International Members, and Emeritus Members.

Hereinafter the words “Members” or “Membership” when used in this constitution and by-laws shall mean any of the foregoing classes of Members to which it shall be applicable.

Section 2. FULL MEMBERS. Full Members shall fulfill all the following requirements at the time of application for membership and at all times thereafter.

1. Each shall be board certified in radiology, not currently in training, and shall be engaged in
   the practice of radiology within the constituent states of the United States or Canada.
2. Each must devote at least 50% of his/her time to the professional practice of the broad range
   of musculoskeletal radiology, exclusive of time devoted to administrative duties. After
   appointment, Full Members shall demonstrate an abiding interest in Musculoskeletal Radiology
   to remain in good standing.
3. A candidate for Full Membership must be sponsored by a Full Member in good standing.
   The sponsor’s letter must explicitly state that the applicant meets the above requirements for
   membership.

Section 3. HONORARY MEMBERS. Honorary Members shall be persons who have made valuable contributions to musculoskeletal radiology but are not eligible for other membership categories. A Full Member may submit a nomination of a candidate for Honorary Membership to the Membership Committee. Honorary Member status will require a simple majority vote at the annual business meeting of the Society for approval. Honorary Members shall receive a certificate of Honorary Membership and shall have all the rights of Full Members except the right to vote, hold office, and sponsor new members. They shall be assessed reduced dues based on a recommendation of the Treasurer determined by the current needs of the Society, subject to approval by the Executive Committee.

Section 4. INTERNATIONAL MEMBERS. International Members are those Members who spend a at least 50% of their professional practice in musculoskeletal radiology (exclusive of time devoted to administrative duties), but who live outside the geographic area of the United States or Canada. They must be board certified in radiology or that country’s equivalent certification and not be currently in a training program. Candidates for International Membership must be sponsored by a Full Member in good standing. The sponsor’s letter must explicitly state that the applicant meets the above requirements for membership.

International Members shall have all the rights of Full Members, except the right to vote, hold office and sponsor new members. They shall be required to pay the same dues and assessments that Full Members pay. International Members may request to be transferred to Full Membership when the Member works and resides in the United States. Transfer will be subject to approval by the Membership Committee.

Section 5. EMERITUS MEMBERS. Emeritus Members are those previous Full Members or International Members who are now retired from the practice of radiology. Effective at the time this amendment is approved by vote of the Society Membership, new candidates for emeritus status must have been Society Members at least five years. The five-year requirement does not apply to previously elected Emeritus Members.

Emeritus Members shall have all the privileges of Full Membership except the right to vote, hold office, and sponsor new members. They shall be assessed reduced dues based on a recommendation of the Treasurer determined by the current needs of the Society, subject to approval by the Executive Committee. Members can apply for emeritus status by notifying the Membership Committee of their retirement.

Section 6. Members shall be considered in good standing when their dues are current.

Section 7. Each Full or International Member shall notify the Membership Committee when he or she no longer devotes at least 50% of his/her professional practice to the broad range of musculoskeletal radiology or when he/she no longer practices radiology.

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Article IV

OFFICERS

Section 1. The officers of the Society shall be President, President-elect, Secretary and Treasurer.

Section 2. Officers shall be Full Members of the Society in good standing.

Section 3. The officers shall be elected by a simple majority of the ballots cast at the annual meeting, or by mail ballot, according to Articles V and IX.

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Article V

DUTIES OF OFFICERS

Section 1. The President shall be the presiding officer of the Society, Chair of the Executive Committee and a member ex-officio of all committees. The President shall perform all of the duties which custom and parliamentary practice commonly associated with the office of President, and shall appoint committees (other than the regular committees described in Article VI ) and representatives, as necessary. The term of office shall be two years and shall begin on the day following the annual meeting at which he/she is elected President.

Section 2. In the absence of the President or if the President is unable to perform those duties outlined in Section 1, the President-elect shall assume the office of President. The President-elect shall be a Member of the Executive Committee and shall be Chair of the Program Committee. The term of the President-elect shall be two years, and shall begin on the first day following the annual meeting at which the election occurred. The President-elect is a member ex-officio of all committees. The President-elect shall succeed to the office of President immediately upon completion of the two-year term as President-elect.

Section 3. The Secretary shall be responsible for maintaining a correct and permanent record of the proceedings of the Society; shall keep a correct alphabetical list of the Members of the Society, showing their current addresses, the year of their election, and the classification of their Membership; and shall make available copies of the list to Members of the Society each year. The Secretary shall conduct correspondence, shall provide safekeeping for all records and transactions of the Society which possess historical value, and shall perform all other duties that usually and customarily pertain to the office of Secretary. Not later than six months after each annual meeting of the Society, the Secretary shall print and distribute to each Member of the Society a transcript of the minutes of the annual meeting, which shall include the reports of all officers and committees. The transcript need not be verbatim but may be condensed and abridged by order of the Executive Committee. The Secretary shall be a member of the Executive Committee and Program Committee, and an ex-officio member of the Membership Committee and the Electronics Committee. The Secretary shall oversee the Society web page. The Secretary shall be responsible for all activities related to securing a site for the annual meeting. The term of office shall be two years and shall begin on the first day following the annual meeting at which election occurred.

Section 4. The Treasurer shall collect, receive, and be accountable for all funds of the Society; shall, with the President and President-elect, be empowered to disburse from the treasury such funds only upon order of the Executive Committee; and shall keep a complete and permanent record of the financial report at the annual meeting of the Society, which shall be incorporated in the minutes of the meeting. The Treasurer shall be responsible for obtaining the names of Members who fail to pay dues and for initiating proceedings to terminate the membership of such individuals according to Article X. The term of office shall be two years and shall begin on the first day following the annual meeting at which election occurred.

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Article VI

COMMITTEES

Section 1. Standing committees of the Society shall be as follows:

1. Executive Committee
2. Rules Committee
3. Program Committee
4. Auditing Committee
5. Nominating Committee
6. Membership Committee
7. Residency and Fellowship Education Committee
8. Electronic Communication Committee
9. Research Committee
10. Socioeconomic Affairs Committee
11. Practice Guidelines and Technical Standards Committee
12. Finance Committee

and such other Ad Hoc Committees that, in the judgment of the Executive Committee or the Membership of the Society, may be necessary. Such committees shall be appointed by the President unless otherwise provided herein or directed by the Society. Actions of all committees shall be reported to the Membership and are subject to review and approval.

All scheduled changes of committee chairs and members shall take place on the first day following the annual meeting of that year.

With the exceptions of the Executive, Program, Nominating, and Finance Committees, committee chairs shall be selected by the Nominating Committee from current membership of the same committee. In the unlikely event that a committee chair cannot be chosen from within the same committee, the Nominating Committee may recommend an individual who does not currently serve on the same committee. This recommendation is subject to approval of the Executive Committee.

A member of the Executive Committee may initiate the process of removing an Officer or Committee Chairman for lapse of ethical judgment or failure to fulfill duties. If, after thorough discussion, the Executive Committee decides to continue with removal, the Officer or Chairman in question shall be informed in writing of the provisional decision to remove her/him from office and he/she will have no more than 21 days to respond in writing, in person, or by telephone to the Secretary of the Society. That response should include the option of voluntary resignation. The Officer or Committee Chairman in question may elect to have the active membership of the Society notified of the actions of the Executive Committee within one week of the time that he/she responds. In that event, the Executive Committee shall accept comments from the active membership for a period of no more than one month after that notification. After considering additional information obtained from the Officer or Chair in question and from the active membership, a three-fourths majority vote of the Executive Committee will be required for removal from office.

Section 2. The Executive Committee shall consist of the President, President-elect, Secretary, Treasurer, and immediate Past-President. The President-elect, Secretary, and Treasurer are elected pursuant to the provisions of Article IX. Additionally, the Executive Committee shall designate an Executive Director who shall be the representative of the Society management services company, and will be subject to the direction of the Executive Committee. The Executive Director will report directly to the Executive Committee and will be responsible for carrying out the directives of the Executive Committee as well as all policies and programs of the Society within the framework of the Society’s approved budget and sound financial policy. The Executive Director may appoint Associate Directors as required to assist in the management of Society activities.

The Executive Committee is responsible for performing the duties customarily expected of the Board of Directors of a non-profit corporation. It shall be empowered to carry out the business of the Society between meetings of the Membership, shall control and manage the affairs, funds, expenditures and investments of the Society, and shall see to the safekeeping or sale of all its valuable property. No money or other valuable property of the Society shall be expended, or mortgaged, or otherwise disposed of without the sanction and approval of the majority of the Executive Committee, except as ordered by a three-fourths vote of the membership voting to reject the contested recommendation of the Executive Committee relative to the finances of the Society. The President, President-elect, and Treasurer shall be empowered to disburse funds from the treasury for the business of the Society.

The Executive Committee shall have general supervision of the affairs of the Society not otherwise specified in this constitution and by-laws.

Section 3. The Rules Committee shall consist of four Full Members in good standing, appointed for a period of four years. The Nominating Committee shall appoint two members every two years.. The Chair shall serve for a two-year term and shall also serve as a member of the Nominating Committee.

The Rules Committee is responsible for the bylaws and constitution and may be called upon to interpret it where questions arise. It shall, on order of the Executive Committee, prepare and submit amendments proposed by Members of the Society. It may on its own motion prepare and present to the Members any amendments which it deems necessary. It shall receive all resolutions introduced by Members and may reword them, combine those having the same intent, and otherwise edit and prepare them for presentation. It shall present them to the Members with the committee recommendation thereon.

Section 4. The Program Committee shall consist of the President-elect, who shall be its Chair, the Secretary, and one other Full Member in good standing appointed by the Nominating Committee. This Full Member shall serve a two-year term and shall be appointed each non-election year. It shall be the duty of this committee to determine the character and scope of the scientific proceedings of the Society at each annual meeting. It shall have the right to accept or reject papers for presentation at the meeting and shall exercise proper control over the format, time allotments including discussion, and arrangements for presentation.

The Program Committee is not obliged in any way to select papers in the order in which they are submitted for consideration. This Committee may invite a guest speaker or Honorary Member to lecture at the scientific session of the annual meeting. If appropriate, compensation may be funded by the Society. Such action shall be approved, in advance of any invitation by the Executive Committee.

Section 5. The Auditing Committee shall consist of three Full Members in good standing, appointed for a period of six years, with one Member being appointed by the Nominating Committee every two years in a non-election year. The Chair of the Auditing Committee shall be the committee Member in his or her fifth and sixth years of service and shall serve for two years. The Auditing Committee shall audit the accounts of the Society at least annually, assuring accurate financial data including documentation and appropriateness of Society expenses and revenue and certify the annual report of the Treasurer. A certified public accountant may be hired by this committee, after confirming in advance that funds are available to pay for an audit. The results of the audit shall be reported to the Society Membership each year.

Section 6. The Nominating Committee shall consist of the President, the Chair of the Rules Committee, and one Full Member in good standing appointed by the Executive Committee from the Membership at large. The Member so appointed shall serve as Chair, shall serve a two-year term and shall be appointed each non-election year.

The Nominating Committee is responsible for nominating members and chairs of standing committees, including any unanticipated vacancy. These nominations are subject to approval by the Executive Committee, unless otherwise specified in the by-laws. This committee shall perform its duties in accordance with the provisions of Article IX of this constitution.

Section 7. The Membership Committee shall consist of four Full Members in good standing, each of whom shall serve a four-year term. The Nominating Committee shall appoint two Members every two years. The Chair shall serve for a two-year term. The Chair shall be responsible for notifying applicants for membership to the Society of their status.

The Membership Committee is responsible for reviewing and screening all individuals suggested for membership, in accordance with the provisions of Article III of this constitution, to ensure that they fulfill the requirements for membership in their appropriate category. This committee shall provisionally approve candidates for membership as detailed in Article XII.

The Committee is also responsible for initiating changes in membership categories, as defined in Section III, and for making suitable recommendations concerning the status of the Members. The Committee shall be responsible for initiating proceedings to terminate the membership of individuals according to Article XI for reasons other than failure to pay dues.

Section 8. The Residency and Fellowship Education Committee shall consist of eight Full Members in good standing, each of whom serves a four-year term. The Nominating Committee shall appoint four members every two years.

The Residency and Fellowship Education Committee is responsible for developing and promoting guidelines for residency training in musculoskeletal radiology. The Committee will publish a current listing of fellowship programs in musculoskeletal radiology and will assist in developing and promoting guidelines for fellowship programs in musculoskeletal radiology.

Section 9. The Electronic Communications Committee shall consist of five Full Members in good standing, each of whom serves for a five-year term. The Committee Chair shall serve as Chair for three years. The term of the Committee Chair can be extended beyond the appointed five-year term of a Committee member to allow completion of the role as Chair. The Nominating Committee shall appoint one new Electronics Communication Committee Member each year. Terms are staggered so that one member rotates off the committee each year. The Executive Committee may appoint additional persons to assist with the maintenance of the website used by the Society and shall specify the terms of service and ex-officio membership of the Committee.

The Electronic Communications Committee is responsible for facilitating electronic communication between members to further the goals of the Society. The Secretary shall be responsible for general oversight of the website and will work with t he Committee to oversee maintenance of the website used by the Society. A Webmaster, chosen by this Committee and approved by the Executive Committee, shall coordinate requests to distribute information electronically on the website.

Section 10. The Research Committee shall consist of four Full Members in good standing, each of whom serves a four-year term. The Nominating Committee shall appoint two committee members every two years.

The Research Committee is responsible for implementing means by which the Society can encourage research in musculoskeletal radiology and related sciences.

Section 11. The Socioeconomic Committee shall consist of four Full Members in good standing, each of whom serves a four-year term. The Nominating Committee shall appoint two committee members every two years. In addition, the ACR Councilor shall be a voting member of the Committee.

The Socioeconomic Committee is responsible for informing and educating the Society of socioeconomic issues impacting the practice of musculoskeletal radiology.

Section 12. The Practice Guidelines and Technical Standards Committee, formerly known as the Standards Committee, shall consist of four Full Members in good standing, each of whom serves a four-year term. The Nominating Committee shall appoint two members every two years. In addition the ACR Councilor shall be a voting member of the committee.

The Practice Guidelines and Technical Standards Committee is responsible for assisting in the development of appropriateness guidelines for the use of musculoskeletal imaging studies and procedures. The Committee will serve as a liaison between the American College of Radiology (ACR) and the Society in the development, refinement, and improvement of the ACR Practice Guidelines and Technical Standards that apply to musculoskeletal radiology.

Section 13. The Finance Committee shall consist of two Full Members in good standing appointed by the Nominating Committee, each of whom serves a three-year term. Terms of the two Full Members shall be staggered so that the principle of overlapping tenure applies (see Article VI, Section 15). In addition to the two Full Members the current Treasurer of the Society shall serve as Chair of the Finance Committee. The Committee shall be independent from the Audit Committee.

The Finance Committee is responsible for advising the Executive Committee on matters concerning the financial well-being of the Society including, but not limited to, investment of Society funds and the development of industry grants for education and research activities of the Society.

Section 14. At its discretion, the Executive Committee shall appoint Society Members to serve on external committees and organizations to represent the interests of the Society of Skeletal Radiology. These appointments shall be reviewed for renewal at least on a biennial basis.

Section 15. The principle of overlapping tenure should be applied when possible. To accomplish this goal, the term of service for members of newly established committees may be designated by the Nomination Committee.

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Article VII

MEETINGS

Section 1. The annual meeting of the Society shall be held at a place and time designated by the Program Committee with approval by the Executive Committee. It shall consist of a business and a scientific session pursuant to the provisions of Article VIII.

Section 2. Twenty percent (20%) pf the Full Members in good standing that have registered for and are attending the annual meeting constitutes a quorum at the annual meeting. A quorum must be present in order for new or unfinished business of the Society to be conducted at the annual meeting. If a quorum is not present, unresolved business shall be submitted to a mail ballot as per Article XIII.

Section 3. The Secretary shall distribute an agenda for the annual meeting to all Members present. Similar agenda for special meetings shall be sent 30 days in advance.

Section 4. Attendance at business meetings shall be limited to Members. Scientific meetings shall be open to Members and invited guests.

Section 5. Special business meetings may be called by the President of the Society or upon the written request of one-third of the Full Members. Such written request shall be sent to the Secretary. At such special meetings, no other business shall be conducted except that stated in the call for the meeting. Twenty percent (20%) of the Full Members of the Society in good standing shall constitute a quorum at a special at a special meeting. Aquorum must be present in order for business of the Society to be conducted at the special meeting. If a quorum is not present, unresolved business shall be submitted to a mail ballot as per Article XIII.

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Article VIII

PROCEDURE

Section 1. The fiscal year shall begin on the first day of July and shall end on the 30th day of June.

Section 2. In the absence of contrary statements in this constitution, Robert’s Rule of Order shall govern the procedure.

Section 3. Order of Business:

1. Call to order
2. Reading of minutes
3. Secretary’s report
4. Treasurer’s report
5. Report on committees
6. Unfinished business
7. Election of Members
8. New business
9. Report of nominating committee
10. Election of officers
11. Installation of officers
12. Appointment of committees
13. Adjournment

Section 4. The scientific and business sessions of the annual meeting may, at the discretion of the Program Committee, be conducted separately or in combined format.

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Article IX

ELECTIONS

Section 1. Officers of the Society shall be elected at the annual meeting, each to serve for a period of two years.

Section 2. The method of procedure for holding election of officers of the Society shall be as follows:

1. The Nominating Committee shall, during an election year, nominate one or more candidates for each of the elected offices of the Society, namely, President-elect, Secretary and Treasurer and report the names to the Society at the annual meeting, after obtaining the candidate’s consent.
2. The order of elections shall be as indicated in the above list of elected offices.
3. The President shall give opportunity for other nominations to be made from the floor, after which the nominations shall be closed.
4. In all cases where more than one person shall be nominated for the same office, votes shall be cast by secret ballot.
5. The Nominating Committee shall act as tellers; they shall distribute, collect, count the ballots, and report the results to the President.
6. The result of the election shall be announced immediately, with the candidate getting the greatest number of votes being declared elected. In case of a tie ballot, the presiding officer shall declare the election for the post void. Additional nominations shall be called for before another vote taken.
7. If a quorum constituting one quarter of Full Members of the Society is not present at the annual meeting, then the election shall be submitted to a mail ballot, as described in Article XIII, Sections 5 and 6.

Section 3. Only Full Members in good standing shall be entitled to vote.

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Article X

MEMBERSHIP FEES AND DUES

Section 1. The dues of the Society shall be solicited June 1st (30 days notice) to be due and payable on July 1st. Dues so paid shall cover the fiscal year beginning on that date. The dues shall be set annually by the Executive Committee and shall be consistent with the needs of the Society.

Section 2. Members who have not paid dues by September 1st will receive a second notice by September 30 of the fiscal year. Dues shall become delinquent on December 31st of the fiscal year and delinquent Members shall be notified by that date that their Membership in the Society will be terminated in 30 days unless dues are paid. Failure to pay dues by the end of this grace period shall automatically result in dropping of the delinquent Member from the Society effective on the 31st day of December. The Treasurer shall send a notice of termination of Membership to all persons with delinquent dues and shall inform the Membership and Executive Committees of these proceedings.

Section 3. Members may be reinstated in the Society within twelve months of date of termination as defined in Article X Section 2 by submitting a request for reinstatement to be considered by the Membership Committee and payment of all delinquent dues. After twelve months, membership may be gained by reapplication as a new Member.

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Article XI

TERMINATION OF MEMBERSHIP

The Executive Committee reserves the right to terminate the Membership of any Member whose activity or behavior does not support the spirit or values of the Society of Skeletal Radiology. Circumstances and explanation of such behavior shall be reviewed by the Membership Committee and a recommendation shall be made to the Executive Committee prior to the subsequent change of membership. The Executive Committee shall make the final determination regarding termination of the person’s Society Membership and notify the person involved. The change of status takes effect immediately after this process has been completed. A Member dropped from the Society may reapply for Membership without the usual protocol (need for sponsoring, etc.) if application for membership is resubmitted within 12 months of termination.

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Article XII

PROCEDURES FOR ELECTION TO MEMBERSHIP

Section 1. Any Full Member of the Society in good standing may propose persons who fulfill the requirements for Membership in any category by sending a letter of sponsorship, to the Chair of the Membership Committee. The sponsor’s letter shall include the candidate’s name, address, and a statement that the candidate fulfills the requirements for the proposed membership categories as defined in Article III.

Section 2. The candidate shall be responsible for supplying the Chair of the Membership Committee with:

1. A completed application for Membership in the Society of Skeletal Radiology.
2. His/her curriculum vitae.
3. A letter of sponsorship from a Full Member in good standing.
4. The application and processing fee.

Section 3. Completed applications will be collated on a quarterly basis on the last day of March, June, September, and December and forwarded to the Membership Committee Chair for preliminary approval, subject to qualifications and completion of applications.

Section 4. Applications that have the preliminary approval of the Chair of the Membership Committee shall be forwarded to the Membership Committee on a quarterly basis by the last day of each April, July, October, and January. The Membership Committee shall review submitted information on each candidate and shall provisionally approve or disapprove the request for membership of each candidate.

Section 5. A list of provisionally approved candidates with sponsor, and institution shall be forwarded via e-mail to the general membership with an invitation to comment and to the Executive Committee for formal approval.

Section 6. Following formal approval at a quarterly evaluation by the Executive Committee, the candidates shall be notified of their approval status. Interval membership announcements shall be included in a subsequent newsletter and a complete listing will be provided at the annual meeting in addition to an annual membership directory update.

Section 7. Successful applicants may attend the annual meeting the year after their completed applications are received.

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Article XIII

BALLOTING

Section 1. Voting at meetings shall be in the usual manner of such balloting.

Section 2. Any item or question of this Society may be submitted to the Full Membership for a vote at the annual meeting or by mail ballot.

Section 3. To be adopted by the Society, a position statement must receive approval by a simple majority of votes of Full Members at the annual meeting, provided there is a sufficient number of Members present to constitute a quorum, as defined in Article VII, Section 3.

Section 4. When voting is submitted to a mail ballot, a list of propositions to be voted upon, together with ballots for recording of votes, shall be distributed by the Secretary to all Full Members in good standing, at least 30 days prior to the date specified in such submission, by which time such ballots must be received by the Society to be valid.

Section 5. If an issue is submitted to vote by postal or electronic mail ballot, it must receive approval by a simple majority of votes. The result of a postal or electronic mail ballot shall be considered valid only if a quorum of the membership, as defined in Article VII, Section 3, has voted.

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Article XIV

AMENDMENTS

This constitution may be amended at any business meeting of the Society by two-thirds of the Full Members in good standing present, if there is a sufficient number of Members present to constitute a quorum, as defined in Article VII, Section 3. Notice of the proposed amendment shall be presented to the Members in the agenda for the meeting at which the vote is taken.

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Article XV

DISSOLUTION

In the event of the dissolution of the Society, all assets shall be donated to the American College of Radiology, provided such organization qualifies as a 501(c)(3) organization of the Internal Revenue Code in existence at the time of the dissolution. If it would not qualify as a 501(c)(3) organization, then in said event all assets shall be distributed to a 501(c)(3) organization.