ARTICLES OF ORGANIZATION
AMERICAN ASSOCIATION OF CLINICAL UROLOGISTS
AMERICAN UROLOGICAL ASSOCIATION, INC.
POLITICAL ACTION COMMITTEE

ARTICLE I

Establishment and Name

There is hereby established by the American Association of Clinical Urologists (hereinafter “AACU”) and the American Urological Association, Inc. (hereinafter “AUA”), pursuant to the terms of Section 441b(b) of the Federal Election Campaign Act of 1971 as amended, a political action committee for making contributions in connection with federal elections to be known as the American Association of Clinical Urologists-American Urological Association Political Action Committee (hereinafter “UROPAC”). UROPAC was formed pursuant to the Affiliation Agreement between the AACU and the AUA dated the 28th day of May, 2002.

ARTICLE II

Principal Office and Address

The principal office of UROPAC shall be located in Schaumburg, IL and administration of UROPAC shall vest in the AACU.

ARTICLE III

Organization

UROPAC shall be a voluntary, non-profit, unincorporated political association. Solicitation of contributions to UROPAC shall be made in accordance with the requirements of applicable federal statutes and regulations. UROPAC shall be independent of any political party, candidate or organization, except that the AACU and the AUA shall, as permitted by federal law, pay or defray the costs and expenses incurred in the establishment and administration of, and in the solicitation of contributions to, UROPAC.

ARTICLE IV

Purpose

UROPAC is established to promote and facilitate the accumulation of voluntary contributions in a manner consistent with applicable Federal law to support political parties and to inf1uence the nomination and election of qualified candidates to Federal office in the United States. Particular emphasis will be given to candidates who have taken responsible positions, which generally support and further the specialty of urology and which are in the best interest of the AACU and the AUA and their members.

ARTICLE V

Executive Council

Section 1. Membership

The Executive Council shall be comprised of eight voting members. The Chair shall at all times be selected by AACU, as shall the Treasurer. The Vice-Chair and the Secretary shall be selected by AUA. Each officer shall perform the duties normally entrusted to an individual bearing that title. The AACU and the AUA shall select two additional members to serve on the Executive Council. All members of the Executive Council shall be members of UROPAC in each year of his/her term.

Section 2. Terms of the Members of the Executive Council.

Members of the Executive Council shall serve for a term of three years, renewable once. The AACU shall name its members at the close of the Annual Business Meeting of the AACU each year. The AUA shall name its members prior to the annual Advisory Board meeting. No member of the Executive Council may be appointed for a third consecutive term. Members of the UROPAC Executive Council shall not receive compensation for their services as such but the reasonable expenses of attendance to meetings or other functions on behalf of UROPAC may be allowed consistent with the policies of UROPAC.

Section 3. Resignation of Members; Cessation of Membership

An individual may resign from membership on the Executive Council at any time by filing a written notice of such resignation and the effective date thereof with the Secretary of UROPAC and the appointing association. Board membership shall automatically cease upon an individual's cessation of active membership in the AACU or the AUA.

Section 4. Vacancies

Any vacancy in the Executive Council, however occurring, shall be filled by the organization that nominated such individual.

Section 5. Scope

Except as specifically provided herein, there shall vest in the Executive Council all power and authority to: (a) accept contributions on behalf of UROPAC; (b) establish investment policies of UROPAC with respect to funds on hand; (c) make necessary expenditures on behalf of UROPAC; (d) determine the recipients of all contributions to UROPAC, except that in the case of contributions made with instructions to be forwarded to specific candidates, said contributor’s instructions shall be followed, to the extent permitted by law, and in the case of contributions made with instructions that the same be given to specific political parties, the Executive Council’s discretion shall be limited to forwarding such contributions to said party or to a candidate of such party; (e) establish such policies and procedures as shall be needed to effectively carry out the work of UROPAC and (f) establish subcommittees to perform such functions as shall be delegated by the Executive Council.

Section 6. Meetings

The Executive Council shall meet quarterly at the call of its Chair, or as often as necessary to conduct its business, either in person or by telephone.

Section 7. Chair.

(a) The Board of Directors of AACU shall appoint the Chair of UROPAC from among the members of the UROPAC Executive Council.
(b) The Chair, subject to the restrictions and limitations contained in these Articles of Organization, shall administer the financial and other affairs of the UROPAC. His or her duties shall include but no be limited to the following:

(i) Preside over the Executive Council and Advisory Board meetings;
(ii) Establish and dissolve subcommittees when desirable;
(iii) Appoint and remove subcommittee chairs;
(iv) Coordinate the solicitation of contributions;
(v) Direct the Treasurer to disburse funds;
(vi) Execute reports or other documents on behalf of UROPAC, including an annual report showing UROPAC's total receipts and distributions thereof, and
(vii) Execute contracts and approve payment of receipted bills.

Section 8. Vice Chair.

The Vice Chair shall advise the Chair on UROPAC financial and other overall responsibilities as outlined in Section 7 (b)(i)-(vii), shall preside in the absence of the Chair and shall perform any duties concerned with UROPAC that are assigned by the Chair.

Section 9. Secretary.

The Secretary shall maintain the minutes of the Executive Council and perform such other duties as directed by the Chair.

Section 10. Treasurer

The Treasurer shall have general responsibility for all funds collected by UROPAC; and shall cause all funds to be deposited and all books of account to be kept in accordance with applicable federal statutes and regulations. The Treasurer shall also prepare, execute, file and maintain copies of all reports of UROPAC required by law, and shall also perform such other duties as may be assigned to him or her by the Chair.

Section 11. Assistant Treasurer.

The Assistant Treasurer shall assist the Treasurer in the performance of his or her duties, and shall perform such other duties as are assigned to him or her by the Chair. He or she shall serve as acting Treasurer at any time that office is vacant.

ARTICLE VI

Advisory Board

An Advisory Board consisting of eighteen members shall perform such functions as delegated or requested by the Executive Council. Sixteen voting members shall be appointed to the Advisory Board, eight by each organization, chosen one from each Section of each organization as geographically defined by the AUA. The presidents of AACU and AUA shall serve ex officio, as non-voting members of the Advisory Board. The UROPAC Advisory Board shall meet annually at the Urology Joint Advocacy Conference, and shall be available and communicate as often as necessary to conduct the business of UROPAC at the call of the Executive Council. All members of the Advisory Board shall be dues paying members of UROPAC in each year of his or her service.

ARTICLE VII

Contributions

Section 1. All Contributions Voluntary

All contributions to UROPAC shall be voluntary, and no contribution to UROPAC shall be solicited or secure by job discrimination, financial reprisal, the threat of financial reprisal or as a condition of employment by the AACU, the AUA, or any of their members.

Section 2. Separate Segregated Fund

All contributions to UROPAC shall be retained by UROPAC in a separate segregated fund, and all expenditures by UROPAC in support of any candidate for Federal office or committee furthering such candidacies shall be made from such fund and from no other source.

Section 3. Treasurer Required

No contribution shall be accepted and no expenditure shall be made, by or on behalf of UROPAC at a time when the office of the Treasurer is vacant.

Section 4. No Personal Right to Funds

No member of the Executive Council or the Advisory Board shall have a right to share personally in any funds or assets of UROPAC upon its dissolution or any other time.

Section 5. Expenditures of Funds

The expenditure of any funds UROPAC shall be governed by Article VIII below.

ARTICLE VIII

Expenditures

Section 1. Executive Council’s Responsibility

For contributions to any single candidate for Federal office or committee(s) furthering such candidacy exceeding Two Thousand Five Hundred dollars ($2,500.00) (either as one contribution or cumulatively), the Executive Council shall approve the amount and the recipient of the contribution by majority vote.

Section 2. Responsibility of Other Officers

For contributions to any single candidate for Federal office or committee(s) further such candidacy that are less than Two Thousand Five Hundred Dollars ($2,500.00) quarterly (either as one contribution or cumulatively), the Chair or Vice Chair shall approve the amount and the recipient of the contribution.

Section 3. Other Expenditures

All other expenditures made by UROPAC shall be authorized by a majority vote of the Board, except that the Chair and Vice Chair are each hereby authorized to expend amounts not to exceed Five Thousand Dollars ($5,000.00) individually and Ten Thousand Dollars ($10,000.00) jointly without further authorization.

Section 4. Delegation

The Executive Council may by majority vote of its members, delegate to a subcommittee the authority to determine the amounts of contribution to be made by UROPAC to candidates or committees.

ARTICLE IX

Miscellaneous

Section 1. Quorum

The required quorum for a meeting of the Executive Council, Advisory Board or of a subcommittee thereof, shall be a majority of the members.

Section 2. Amendments

These Articles may be amended from time to time by a majority of the members of the Board provided, however, that Sections 1, 3, and 4 of Article VII above shall not be subject to amendment, so long UROPAC is in existence, unless such amendment is necessary for compliance with applicable federal legal requirements.

Section 3. Dissolution

Although the duration of UROPAC is to be perpetual; dissolution proceedings under applicable statutes may be begun at any time by a vote of a majority of the members of the Board. In the event of such dissolution all surplus funds of UROPAC shall be promptly distributed to candidates or committees in a manner consistent with Article VIII hereof' and for the purposes set forth in Article IV hereof. Upon dissolution, the name and sole responsibility for UROPAC shall revert to the AACU.

Section 4. Adoption

These Articles of Organization shall be adopted effective as of the 5th day of April 2003.