Bylaws

ARTICLE I. NAME AND PURPOSES

SECTION 1.1. NAME

The name of the Corporation is the International Microphysiological Systems Society. The Corporation is a nonprofit corporation organized under the District of Columbia Nonprofit Corporation Act of 2010 (the "D.C. Act"), District of Columbia Code Title 29, Chapter 4. The Corporation shall have the purposes duly set forth in the Amended and Restated Articles of Incorporation of the Corporation (the "Articles of Incorporation") filed in the District of Columbia.

For purposes of these Bylaws, the Corporation may also be referred to as the "Society."

SECTION 1.2. PURPOSES

The Society's purposes are to advance laboratory science and technology through education and scientific research, and to serve as a public forum for the exchange of information related to laboratory science and technology ("Exempt Purposes").

 

ARTICLE II. OFFICES AND REGISTERED AGENT

SECTION 2.1. Offices

The principal office of the Corporation shall be located within or outside the District of Columbia at such place as the Corporation's Board of Directors (the "Board") shall from time to time designate. The Corporation may maintain additional offices at such other places within or outside the District of Columbia as the Board may designate.

SECTION 2.2. Registered Agent

The Corporation shall designate a person to serve as the registered agent for the District of Columbia. The person designated as the registered agent may be changed from time to time by the Board.

 

ARTICLE III. MEMBERSHIP

SECTION 3.1: Categories of Voting Members

The Society shall have the following two (2) categories of voting members:

SECTION 3.1.1. Regular Members ("Members")

Any individual who supports the Exempt Purposes of the Society is eligible for regular membership in the Society. A regular member shall become active upon application and payment of appropriate dues. In addition to the rights expressly granted to regular members under applicable law and these bylaws, regular members shall enjoy such privileges as determined from time to time by the Society's Board of Directors ("Board").

SECTION 3.1.2. Student Members ("Student Member")

Any individual who supports the Exempt Purposes of the Society and who graduated from an accredited undergraduate or graduate program within the preceding five (5) years is eligible for student membership in the Society. A student member shall become active upon application and payment of appropriate student dues. A student member shall enjoy all the rights and privileges of a regular member.

SECTION 3.2. Resignation

Any Member may resign by filing a written resignation with the Secretary. Resignation shall not relieve the Member of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. Members who resign their membership are not entitled to the return of previously paid annual dues, assessments, or other charges or any portion thereof.

SECTION 3.3. Transfer of Membership

Membership in the Society is not transferable or assignable.

SECTION 3.4. Membership Dues

Members shall pay annual dues as determined by the Board. Dues shall be payable annually on November 1 and shall be considered lapsed the following January 30, resulting in termination. A member who has terminated membership from nonpayment of dues, must reapply for membership. The Board may adopt special categories of dues that differ from the normal annual dues.

SECTION 3.5. Responsibilities

As established by the Board, all Membership categories shall enjoy all the rights and privileges accorded to the Membership type.

SECTION 3.6. Termination of Membership

Membership shall be terminated automatically if the Member fails to pay thei rdues, as discussed in SECTION 3.4, or if the Board determines that another good cause for termination exists. The Board may, by unanimous vote and after a hearing for cause, recommend the termination of any Member.

SECTION 3.7. Annual Meeting

The Annual Meeting of the Society shall be held at such date, time, and place as determined by the Board to present awards, announce the election of Directors and Officers of the Board, and to conduct such other business as necessary.

SECTION 3.8. Special Meetings

Special meetings of the Members of the Society shall be called by the President, President-elect, or by the holders of at least 10% of all the votes entitled to be cast on the issue to be considered at the proposed special meeting. No business shall be transacted at a special meeting of the Members except that for which the special meeting is called.

SECTION 3.9. Notice; Waiver of Notice

Notice, in the form of a record, of the date, time, and place of all meetings of Members shall be given to all Members at least ten (10) days before the date of such meeting. Notice of special meetings of the Members shall also include the purpose(s) of such meetings. A Member may waive notice in the form of a record, signed by the Member, and filed with the minutes of the meeting. A Member's attendance or participation in a meeting shall also constitute a waiver of notice, unless the Member at the beginning of the meeting objects to holding the meeting or conducting business, or a particular matter, at the meeting.

SECTION 3.10. Meetings by Electronic Communications Technology

The annual meeting and special meetings of the Members may be held by means of the Internet or other electronic communications technology in a fashion pursuant to which the Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the Members, pose questions, and make comments.

SECTION 3.11. Action of the Members

Each Member shall be entitled to one vote on any motion, requiring a Membership vote, that may be properly brought before the Society. Ten percent (10%) of the Members shall constitute a quorum. Unless the D.C. Act, the Articles of Incorporation, or these Bylaws require a greater proportion, all matters shall be approved by the majority vote of the Members at a meeting at which a quorum is present. For purposes of this voting standard, abstentions shall be disregarded. Members also shall take all other actions and conduct such other business as may come before the Members.

SECTION 3.12. Election of Directors and Officers

Regular elections shall be held annually by either written ballot (mailed), or electronic transmission by March 15 with voting to close no later than 60 days before the Annual Meeting with the exact date to be determined each year by the Nominations Committee. The Nominations Committee shall present at least one (1) candidate for each open Officer and Director position by March 1 to be included on the ballot. The Board of Directors shall elect the Directors and Officers by a plurality of the votes cast. In the event of a tie, the President shall cast the deciding vote.

To ensure continuity of leadership:

• The President-Elect shall be elected in odd-numbered years, serve a two-year term, and automatically succeed to the office of President. Following their presidency, they shall serve an additional two-year term as Immediate Past President.
• The Secretary shall be elected in odd-numbered years, serving a two-year term.
• The Treasurer shall be elected in even-numbered years, serving a two-year term.
• The Board of Directors shall be comprised of eight (8) Directors. Four (4) Directors shall be elected each year to serve staggered two-year terms, ensuring that no more than half the Board is newly elected in any given year.

SECTION 3.13. Action by Ballot

Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if each Member entitled to vote on the matter receives a ballot. The ballot may be in electronic or written form and shall provide an opportunity to vote for or against, and to withhold a vote. Such ballot may be marked by a Member and delivered to the Society electronically or by any other means specified by the Society. Each ballot shall be counted as a vote by such Member, provided that the name signed on the ballot corresponds to the name of such Member.

SECTION 3.14. Eligibility

Membership in good standing with the Society shall be a prerequisite for a Member to: (a) serve on a Committee; (b) nominate another Member as a candidate for Director or Officer; (c) be nominated as a candidate for Director or Officer.

 

ARTICLE IV: BOARD OF DIRECTORS

SECTION 4.1. Power and Qualifications

The Society's affairs shall be directed by its Board. The Board's authority, as outlined in these bylaws, shall be exercised at its sole and absolute discretion. The Board's responsibilities include setting goals, strategic plans, direction, governing documents, adopting the annual budget, and contracting with and overseeing the Society's management (Association Management Company).

SECTION 4.2. Standards of Conduct

In accordance with the D.C. Act, the duties of a Director shall include:

1. The obligation to act in good faith and in a manner that the Director reasonably believes to be in the best interests of the Corporation;
2. The obligation, when exercising decision-making or oversight functions, to discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances; and
3. The obligation to disclose, or cause to be disclosed, to other Directors information not already known to them but known by the Director to be material to the discharge of their decision-making or oversight functions, unless the Director reasonably believes that such disclosure would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

SECTION 4.3. Number of Directors

The Board shall consist of no less than eight (8) Directors, with the exact number of Directors to be determined from time to time by resolution of the Board.

SECTION 4.4. Composition of Board

The Board shall consist of all duly elected Officers and Directors. The Board may appoint non-voting members at its discretion.

SECTION 4.5. Election and Term of Directors

Directors shall be elected by a confidential vote of the Board of Directors in accordance with SECTION 3.12. Four (4) of the Directors shall be elected every year to serve staggered two-year terms. Each Director shall serve for a term of two (2) years, unless otherwise determined by the Board. The term shall begin on July 1, and end on June 30 in the year of their term end. Directors may serve no more than six (6) consecutive years. If a Director's term expires and a successor has not been elected, such Director shall continue to serve until a successor is elected and takes office, or until the number of Directors is reduced. A decrease in the number of Directors or term of office shall not shorten an incumbent Director's term.

SECTION 4.6. Removal of Directors

Directors may be removed at any time with cause by the Members. Directors also may be removed by the Board, in accordance with the D.C. Act. In the event that any Director has three (3) or more unexcused absences from regular meetings, in any twelve (12) month period, the Board may remove such Director.

SECTION 4.7. Resignation of Directors

Directors may resign at any time by delivering a signed notice in the form of a record to the President or the Secretary. Such resignation shall be effective when delivered unless the notice specifies a later effective time.

SECTION 4.8. Vacancies

A majority of the remaining Directors, whether or not sufficient to constitute a quorum, may at any time fill a vacancy on the Board which results from any cause. A Director selected to fill a vacancy shall serve until the next annual election, at which time a successor shall be elected by the Members to serve the remainder of the term.

SECTION 4.9. Regular Meetings

Regular meetings of the Board shall be held at least once a quarter, although the President may choose to adjust the frequency as needed. Regular meetings shall be held at such date, time, and place as determined by the President.

SECTION 4.10. Special Meetings

Special meetings of the Board may be called at any time by the President or the Secretary. Special meetings shall be held at such date, time, and place as designated in the notice for such meeting. Only business specified in the notice for a special meeting may be considered at such meeting.

SECTION 4.11. Notice; Waiver of Notice

Notice of the date, time, and place of regular meetings of the Board shall be given to Directors at least three (3) days before the date of such meeting. Notice of the date, time, place, and purpose(s) of special meetings of the Board shall be given to Directors at least one (1) day before the date of such meeting. Oral notice of meetings of the Board is permitted. A Director may waive notice in the form of a record, signed by the Director, and filed with the minutes of the meeting. A Director's attendance or participation in a meeting shall also constitute a waiver of notice, unless the Director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or conducting business at the meeting and does not thereafter assent to action taken at the meeting.

SECTION 4.12. Action of the Board

A majority of the Board shall constitute a quorum. Unless the D.C. Act, the Articles of Incorporation, or these Bylaws require a greater proportion, the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board.

SECTION 4.13. Conflicts of Interest

A conflict of interest, as determined by the Board, shall disqualify the Director with the conflict from voting upon any matter in which the conflict exists.

SECTION 4.14. Meetings by Conference Telephone or Other Electronic Means

A meeting of the Board, or a designated body, may be held, and Directors and members of such committee or designated body may participate in such a meeting, by means of a conference telephone or other electronic means by which all participating in the meeting can simultaneously communicate with one another during the meeting. Participation in a meeting by these means shall be considered presence in person at the meeting.

SECTION 4.15. No Voting by Proxy

Voting by proxy is not permitted for Directors, unless otherwise approved by the Board.

SECTION 4.16. Compensation

The Society shall not pay any compensation to any Director for services rendered to the Society as a Director, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Society, in reasonable amounts as approved by the Board. A Director who serves the Society in any other capacity may receive reasonable compensation for such other services pursuant to a resolution of the Board.

 

ARTICLE V. OFFICERS OF THE BOARD AND EXECUTIVE DIRECTOR

SECTION 5.1. Board Officers

The Society shall have a President, President-Elect, Secretary, and Treasurer, and Immediate Past President each of whom shall be duly elected and qualified Directors of the Board. No two offices shall be held by the same person. The Society may have such additional Officers of the Board as necessary, whose responsibilities shall be determined from time to time by the Board.

SECTION 5.2. Terms

Each officer shall serve a non-renewable two (2) year term.

SECTION 5.3. President

The President shall preside at all meetings of the Members and of the Board, oversee the implementation of all resolutions and directives of the Board, and discharge all duties incident to the office of President and such other duties as may be prescribed by the Board. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Society, or a different mode of execution is expressly prescribed by the Board or these bylaws, the President may execute for the Society any contracts, deeds, mortgages, bonds, or other instruments that the Board has authorized to be executed, either individually or with the Secretary or any other representative authorized by the Board, according to the requirements of the form of the instrument.

SECTION 5.4. President-Elect.

The President-Elect shall assist the President in the discharge of the President's duties, as the President may direct, and shall perform such other duties as assigned by the President or the Board. In the absence of the President, or in the event of the President's inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions on the President. The President-elect shall serve as Chair of the Nominations Committee during their two-year term.

SECTION 5.5. Treasurer

The Treasurer shall be the principal financial officer of the Society. The Treasurer shall have charge of and be responsible for the maintenance of adequate books of account for the Society and perform the duties incident to the office of Treasurer and such other duties as assigned by the President or by the Board.

SECTION 5.6. Secretary

The Secretary shall: (i) ensure minutes of the meetings of the Members, the Board, and applicable committees are kept and recorded in one (1) or more books provided for that purpose; (ii) ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) ensure the Society's corporate records are securely maintained at the Society's principal business office; (iv) ensure the Society maintains a complete and current list of the Society's Members and non-voting members including, but not limited to, the name, mailing address, email address, and telephone number provided by the Member or non-voting member; and (v) perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board.

SECTION 5.7. Association Management Company& Executive Director

The Board shall engage the services of an Association Management Company (AMC) for the Society, determining reasonable terms and conditions. The Executive Director, serving as the principal executive, operating, and administrative staff member, will be an employee of the AMC. Reporting directly to the Board, the Executive Director shall not hold a Board position or be a member of any committee or advisory committee. Responsibilities include implementing budgets, policies, procedures, and Board directives, overseeing day-to-day business affairs, and ensuring the accuracy and timely filing of all required government forms.

SECTION 5.8. Standards of Conduct

In accordance with the D.C. Act, the duties of an Officer of the Board shall include:

1. The obligation to discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the Corporation.
2. The obligation to inform a superior Officer, the Board, or a Board committee (if the Officer reports to any one or more of them), of information about the affairs of the Corporation known to the Officer, within the scope of the Officer's functions, and known to the Officer to be material to the superior Officer, Board, or Board committee; and
3. The obligation to inform the superior Officer, another appropriate person within the Corporation, the Board, or a Board committee, of any actual or probable material violation of law involving the Corporation or material breach of duty to the Corporation by an Officer, employee, or agent of the Corporation that the Officer believes has occurred or is likely to occur.

SECTION 5.9. Election of Officers

Officers shall be elected by a plurality vote of the Board of Directors, with such an election ratified by the Board, in accordance with SECTION 3.12. Each Officer shall serve for a term of two (2) years, unless otherwise determined by the Board.

SECTION 5.10. Removal of Officers

Officers may be removed at any time with cause by the Board.

SECTION 5.11. Resignation of Officers

An Officer may resign at any time by delivering a signed notice in the form of a record to the Society. Such resignation shall be effective when delivered, unless the notice specifies a later effective time.

SECTION 5.12. Vacancies

In the event of a vacancy in the office of President, the President-elect shall succeed to that office for the remainder of the term and continue to serve for their own term. In the event of a vacancy in the office of President-elect, the Board may fill the vacancy until the next annual election, at which time a new President-elect shall be elected by the Members. In the event of a vacancy in the office of Treasurer or Secretary, the Board shall fill that office for the remainder of the term.

SECTION 5.13. Other Employees

The Board may, from time to time, employ additional persons to perform such duties as are assigned by the Board or the President.

SECTION 5.14. Compensation

Officers shall not be compensated for their services as officers of the Society. However, in accordance with the Society's Expense Reimbursement Policy, officers may be reimbursed for their reasonable travel and other qualified expenses as noted in the Volunteer Reimbursement Policy.

 

ARTICLE VI: BOARD COMMITTEES; DESIGNATED BODIES

SECTION 6.1. Executive Committee

The Board shall designate an Executive Committee, which shall consist of the President, President-elect, Immediate Past-President, Secretary, and Treasurer. The Executive Committee shall have the full power to carry out the policies established by the Board and to manage the affairs of the Society as necessary in the interim between meetings of the Board.

SECTION 6.2. Other Committees and Designated Bodies

The Board may establish additional Board standing committees, special committees, and designated bodies as necessary for the effective governance of the Society. The creation, composition, and responsibilities of these committees and bodies shall be outlined in a separate Committee Manual or Policy Document, to be maintained by the Board.

SECTION 6.3. Powers

Board committees and designated bodies shall have, and may exercise, such powers not inconsistent with the D.C. Act, the Articles of Incorporation, or these Bylaws, as determined from time to time by the Board.

SECTION 6.4. Meetings

Board committees and designated bodies shall meet as necessary, and the chairperson of each committee shall report to the Board regarding their proceedings and present any recommendations for action.

SECTION 6.5. Notice; Waiver of Notice

Notice and waivers thereof for committee meetings shall be governed by SECTION 4.11.

SECTION 6.6. Action of the Committee or Designated Body

A majority of the Board committee or designated body shall constitute a quorum.

 

ARTICLE VII: REGIONAL CHAPTERS

SECTION 7.1. Establishment of Regional Chapters

In addition to committees and advisory bodies outlined in these bylaws or created by the Board, the Society may establish regional entities, referred to as "Chapters," to advance the Society's mission and exempt purpose globally. Each Chapter shall be governed by a "Chapter Council."

SECTION 7.2. Regional Chapters of the Society

The following Chapters will be established: 1) Europe and Africa, 2) the Americas, and 3) Asia-Pacific Chapters.

SECTION 7.3. Authority and Purpose

Chapters shall operate within the authority granted by the Board and adhere to charter guidelines, rules, policies, and/or procedures. Their primary purpose is to facilitate the local implementation of the Society's mission within specific geographic regions.

SECTION 7.4. Chapter Council

Each Chapter shall have a Council responsible for overseeing activities and ensuring alignment with the Society's overarching goals. Council members shall be appointed or elected in accordance with Chapter-specific guidelines, subject to Board approval.

SECTION 7.5. Powers and Limitations

Chapters shall act only within the parameters defined by the Board. The Board reserves the right to dissolve, reconstitute, or take any other action deemed in the best interest of the Society.

SECTION 7.6: Coordination with the Board

Chapters shall collaborate with the Society's Board to ensure consistency with the mission, policies, and strategic objectives. The President or designated representative of each Chapter shall communicate regularly with the Board, providing updates and seeking guidance on significant initiatives.

SECTION 7.7: Chapter Events and Programs

Chapters may organize events, programs, and initiatives that align with the Society's mission and values.

SECTION 7.8: Reporting

Chapters shall submit regular reports to the Board detailing activities, financial status, and challenges or opportunities. Reporting intervals will be determined by the Board.

SECTION 7.9: Dissolution of Chapters

The Board reserves the right to dissolve or reorganize a Chapter in the event of inactivity, significant deviation from the Society's mission, or non-compliance with established guidelines.

 

ARTICLE VIII: AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SECTION 8.1. Amendment of Articles of Incorporation.

The Articles of Incorporation may be amended or repealed, in whole or in part, if adopted by the Board and approved by a majority vote at any regular or special meetings at which a quorum exists, provided that notice is given to the Board at least one (1) week before such meeting.

SECTION 8.2. Amendment of Bylaws

These Bylaws may be amended or repealed, in whole or in part, if approved by a two-thirds (2/3) vote of the Board, at any regular or special meetings at which a quorum is present, provided that notice is given to all Board of Directors at least one (1) week before such meeting. Any action by the Board to amend or repeal any provision of these Bylaws that changes the quorum or voting requirements for the Board, or a designated body shall meet the same quorum, and shall be adopted by the same vote, required to take action under the quorum and voting requirements then in effect or proposed for adoption, whichever is greater. An amendment to these Bylaws shall become effective immediately upon adoption unless otherwise specified in the amendment, and it shall not be necessary for the Members to sign any amendment to these Bylaws in order for such amendment to be effective.

 

ARTICLE IX. FISCAL AUTHORITY

SECTION 9.1. Contracts

The Board of Directors may authorize any officer/s, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to a specific instance. In the absence of such determination by the Board of Directors, contracts shall be signed by the President or Executive Director of the Society.

SECTION 9.2. Checks, Drafts, Etc.

All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Society, shall be signed by such officer/s, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President, Treasurer, or Executive Director of the Society.

SECTION 9.3. Deposits

All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Board of Directors may select.

SECTION 9.4. Gifts

The Board of Directors may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society.

SECTION 9.5. Prohibited Loans

The Society shall not make any loan to any officer or director of the Society.

SECTION 9.6. Budget

An annual budget shall be prepared at the direction of the President for approval by the Board of Directors.

SECTION 9.7 Fiscal Year

The fiscal year of the Society shall be January 1 through December 31. The Board of Directors shall have the power to change the fiscal year of the Society, from time to time, which shall become the taxable year of the Society upon the approval of the Internal Revenue Service.

 

Article X. Books and Records

SECTION 10.1. The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authorities of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of all the Directors. All books and records of the Society may be inspected by any member or their agent or attorney for any proper purpose at any reasonable time.

 

Article XI. Indemnification of Directors and Officers

SECTION 11.1. Each Director or Officer, or former Director or Officer, of the Corporation and their legal representatives, shall to the extent permitted by applicable law be indemnified by the Corporation against liabilities, expenses, counsel fees and costs reasonably incurred by them, or their estate in connection with, or arising out of, any action, suit, proceeding or claim in which they are made a party by reason of their being, or having been, such Director or Officer; and any person who, at the request of the Corporation, served as Director or Officer of another corporation in which the Corporation owned corporate stock, and their legal representatives, shall in like manner be indemnified by the Corporation to the extent of amounts actually and reasonably incurred; provided, that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful, provided further that in neither case shall the Corporation indemnify such Director or Officer with respect to any matters as to which they shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of their duties as such Director or Officer.

SECTION 11.2. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit or proceeding or claim asserted against such Director or Officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Corporation shall have first approved such proposed compromise settlement and determined that the Director or Officer involved was not guilty of negligence or misconduct; but in taking such action, any Director involved shall not be qualified to vote thereon.

 

Article XII. Merger, Consolidation or Dissolution

SECTION 12.1. The merger, consolidation, or dissolution of the Society shall be in conformity with the appropriate provisions of the laws and regulations of the Society's place of incorporation.

SECTION 12.2. Upon the dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society used exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for scientific education purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the United States Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine. Any of such assets not so disposed of shall be disposed of by the courts of the Society's place of incorporation exclusively for such purposes or to such organization or organizations, as said Court shall determine, provided such entitles organized and operated exclusively for such purposes.