Amended and Restated Bylaws (June 3, 2006)

ARTICLE I
Name

The name of this organization is: The American Society of Gene Therapy.

ARTICLE II
Purposes/Prohibited Activities

Purposes: The purposes of this corporation shall be to engage exclusively in scientific and educational activities including specifically but not limited to promoting and fostering the exchange and dissemination of information and ideas relating to gene therapy, to encouraging the general field of research involving gene therapy and to promoting professional and public education in all areas of gene therapy. The Society is designed to qualify as a tax exempt organization under Section 501(c)(3) of the Code and as an organization described in Section 170(b)(1)(A)(vi) of the Code and the provisions of hereof shall be interpreted accordingly.

Powers: The Society shall possess and be permitted to exercise all powers in connection with its purposes as are authorized by Chapter 24.03RCW of the Washington Nonprofit Corporation Act; provided, however, that notwithstanding any other provision of these Bylaws or the Society's Articles of Incorporation, the Society shall exercise only those powers or engage in or carry on only those activities permitted to be exercised, engaged in or carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Code and by a corporation, contributions to which are deductible under 170(c)(2) of the Code.

Prohibited Activities: No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its officers or directors or other private persons. However, the Society shall be authorized and empowered to pay reasonable compensation for services rendered (other than to an officer or director regardless of the capacity in which such individual may render such services) and to make payments and distributions in furtherance of the purposes set forth in this Article II of these Bylaws. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Code, and the Society shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office

Gifts, Contributions, Etc.: The Society may seek gifts, contributions, donations, and bequests for the purposes of the Society and all funds received by the Society shall be dedicated to and invested solely for such purposes. The Board of Directors may establish guidelines for the acceptance or refusal of gifts, contributions, donations, or bequests and the disbursement of funds by the Society in such manner as may, in the judgment of the Board of Directors, be consistent with the purposes of the Society.

Nondiscrimination: In the pursuit of its purposes and the exercise of its powers, the Society shall make its services and activities available to the community which it serves regardless of race, color, creed, gender, sexual orientation or national origin.

ARTICLE III
Incorporation/Offices/Records

The Society is incorporated as a nonprofit organization for educational and scientific purposes under the laws of the State of Washington under the name as designated in Article I.

Principal Office: The Society may have such principal and other business offices as the Board of Directors may designate. The current principal offices are located at 555 East Wells Street, Suite 1100, Milwaukee, Wisconsin 53202.

Registered Agent: The Society shall maintain a registered agent as required by the Washington Nonprofit Corporation Act whose address may be, but need not be, identical with the principal office of the Society. The name and address of the registered agent may be changed from time to time by the Board of Directors.

Books and Records: The Board of Directors may keep the books of the Society in such place or places as they may from time to time determine in accordance with Section 24.03.135 of the Washington Nonprofit Corporation Act.

ARTICLE IV
Membership

Membership in the Society is a privilege, not a right, and is dependent on the applicant adequately demonstrating compliance with the requirements for membership as defined in these Bylaws and otherwise by the Board of Directors of the Society.

Class of Members: The members of the Society are a) Active Members, b) Associate Members and c) Emeritus Members. The Society does not discriminate in membership on the basis of race, religion, national origin, sex or disability.

Active Members: Individuals who have manifested an interest in any discipline important to gene therapy as evidenced by work in the field are eligible for Active Membership. Active members shall pay dues and have all privileges of the Society including, but not limited to, the right to vote, serve on Committees, hold office, serve on the Board of Directors, and submit abstracts without sponsorship.

Associate Members: Individuals who are postdoctoral fellows or graduate students in gene therapy research programs are eligible for Associate Membership in the Society. Associate Members shall be assessed reduced membership fees and reduced registration fees to the Annual Meeting of the Society, the amount of such fees to be determined by the Board of Directors from time to time in its sole discretion. Associate Members shall not have the right to vote, serve on Committees, hold office or serve on the Board of Directors. No individual may remain an Associate Member for more than four (4) years unless he or she submits documentation reasonably satisfactory to the Society that he or she is still a postdoctoral fellow or graduate student in good standing. Otherwise, at the end of such initial four (4) year period, an individual's Associate membership shall be automatically converted to Active member status.

Emeritus Members: Any Active member of the Society may, upon attaining age sixty-five (65), request that his or her membership status be transitioned to Emeritus membership by making written application to the Secretary of the Society. Emeritus member status shall be granted, if approved by the Board of Directors in its sole discretion, by majority vote. Emeritus members shall have all privileges of active members except that they shall not have right to vote, hold office and serve on the Board of Directors. Emeritus members shall pay no membership dues but may receive the Society journal at member subscription rates and may register for the annual meeting at member rates.

Admission to the Society: Applicants for Active or Associate membership must submit an application for such membership to the Membership Committee for review and approval in its sole discretion. Applicants approved by the Membership Committee for membership shall be recommended for membership to the Board of Directors. An Applicant so recommended shall become a member in the membership class applied for thirty (30) days after the Membership Committee submits such membership recommendation to the Board of Directors unless the Board of Directors by majority vote disapproves same. Membership determinations are final and non-appealable.

Suspension/Removal of Members: Members of any class may be suspended or removed from the Society for actions which violate these Bylaws, the Society's Articles of Incorporation or any other governing document of the Society (including any rules or policies promulgated by the Society) or which are otherwise deleterious to the purposes of the Society. Reasons for suspension or removal must be presented in writing to the Secretary of the Society and signed by at least two (2) members. The Board of Directors shall study and investigate the nature of any such complaint, make a determination and report its findings in such manner as it deems appropriate under the circumstances. The member must be given an opportunity to be heard, either in writing or in person, before the Board of Directors as part of its investigation, and suspension or removal from the Society must be approved by the Board of Directors by vote of not less than three-fourths (3/4) of the directors then in office. The Board of Directors may establish from time to time such rules or policies with respect to the ethical conduct of its members, including without limitation, procedures and policies for the discipline, suspension or removal of its members in the event of a breach of any such rules or policies.

Resignation from Membership: Resignation from the Society shall be submitted in writing to the Secretary, who shall present the resignation to the Board of Directors at its next regularly-scheduled meeting.

Voting Rights: Active members in good standing shall be entitled to vote on all matters to be voted on by members of the Society, including, without limitation, electing officers and directors of the Society as provided herein. Any matter to be decided by a vote of the members shall, except as otherwise provided herein or in Chapter 24.03RCW of the Washington Nonprofit Corporation Act (or its successor provision), be decided by majority vote of members present in person or by proxy at a meeting of the members. Associate members and Emeritus members of the Society shall not have voting rights.

Termination of Membership: Membership in any class shall cease upon (a) death; (b) written notice from a member of termination of his or her membership; (c) failure to fulfill requirements of membership as imposed by these Bylaws, the Articles of Incorporation or any other governing document of the Society or otherwise by the Board of Directors of the Society, including failure to pay membership dues, if any; (d) ceasing to meet the eligibility requirements for such class of membership as set forth in the Bylaws, the Articles of Incorporation or any other governing document of the Society; or (d) suspension or removal by the Board of Directors as provided above.

Transfer of Membership: Membership in the Society is not transferable or assignable by the member.

Annual Meeting: An annual business meeting of the members shall be held each year. The business portion of such annual meeting shall include the election of members of Board of Directors and the officers of the Society (unless such election has previously been conducted for such year by written ballot in accordance with these Bylaws and applicable law) and the transaction of such other business as may come before the meeting. The place, date and time of such meeting (and of all component meetings and events thereof) and the agenda of business to be conducted thereat, shall be determined by the Board of Directors. Each annual meeting shall include a scientific meeting and a business meeting. The Society shall undertake to hold its annual meetings in different geographical locations within North America so as to ensure geographical balance to the extent feasible.

Special Meetings: Special meetings of the members may be called by (a) the President; (b) the Board of Directors; or (c) the Secretary of the Society upon written request of not less than forty (40) Active members in good standing. Upon delivery to the Secretary of a written request pursuant to (c), above, stating the purpose(s) of the requested meeting, dated and signed by the persons entitled to request such meeting, the Secretary shall give, within fifteen (15) days after such delivery, notice of such meeting to the members of the Society.

Notice of Meetings: Written or printed notice stating the place (which may be within or without the state of Washington), day and hour of any meeting of members shall be signed by the President or Secretary of the Society and shall be delivered either personally or by first class mail, to each member entitled to vote at such meeting, not less than thirty (30) days nor more than fifty (50) days before the date of such meeting. In case of a special meeting or when otherwise required by statute or by these Bylaws, such notice shall also include the purpose or purposes for which the meeting is called. In the case of a special meeting, no business other than that specified in the notice of such meeting shall be transacted at any such meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Society, with postage thereon prepaid. Any rules governing the submission, selection and presentation of papers at the scientific portion of an annual meeting of members as may be established by the Board of Directors from time to time shall be announced in the notice of such annual meeting.

Action by Members Without a Meeting:

1. Action by Ballot: Any action to elect directors or officers may be taken without a meeting if the Society delivers a written ballot to every member entitled to vote on the matter. Such ballot shall set forth such election and provide an opportunity to vote for or against such election. Approval by ballot under this section shall be valid only when the number of votes cast by ballot exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. A solicitation for votes by ballot shall include all of the following:
   
   
   1. the number of responses required to meet the quorum requirements;
   2. the percentage of approval necessary and
   3. the time by which a ballot must be received by the Society in order to be counted.
      
      A written ballot may not be revoked.

Quorum: The presence in person or by proxy of not less than members entitled to cast twenty percent (20%) of the total number of votes entitled to be cast shall constitute a quorum for the transaction of business at any meeting of members. If a quorum is not present at such meeting, a majority of the members present may adjourn the meeting from time to time without further notice.

Proxies: At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

ARTICLE V
Dues and Fees

Dues shall be assessed on Active members and Associate members on a calendar year basis in amounts set for each class of membership by the Board of Directors in its discretion. Upon payment of the annual dues assessed, an individual shall be a member in good standing for such calendar year, entitled to all membership rights and benefits applicable to such membership class.

ARTICLE VI
Officers

The officers of the Society shall consist of a President, President-Elect, Vice President, Secretary, and Treasurer. They must be members in good standing and be permanent residents of the United States, Canada or Mexico. Ministerial and administrative functions of officers may be delegated to executive staff.

The President: The President shall be the chief executive officer of the Society and shall perform all duties incidental to that position. The President will be responsible in all matters that are related to the proper operation of the Society. The President will preside at all meetings of the Society, serve as chairperson of the Board of Directors, and be an ex-officio member of all committees except the Nominating Committee. The President, subject to the approval of the Board of Directors, shall appoint members of the Society to fill interim vacancies on any standing committee, special committee, or scientific committee, and an interim Editor-in-Chief of the Society's Journal. Other committees and representatives may also be appointed at the discretion of the President.

The President-Elect: The President-Elect shall be a member of the Board of Directors and shall perform the duties of the President in the absence or incapacity of the President, and shall become President if the office of President shall become vacant. The President-Elect is a member of the Board of Directors and is an ex officio member of all other committees except the Nominating Committee. The President-Elect initiates such preparatory measures as are implied by this office, and shall also perform such other duties as may be assigned from time to time by the Board of Directors or the President. The President-elect shall appoint members to such committees and representatives as approved by the Board of Directors or prescribed by these Bylaws. The President-Elect will be installed as President at the Annual Meeting of the Society when the term of the outgoing President ends.

The Vice President: The Vice President shall be a member of the Board of Directors and shall perform the duties of the President in the absence or incapacity of the President and President-Elect, will become President if the offices of the President and President-Elect become vacant, and will perform such other duties as may be assigned by the Board of Directors or President. The Vice President will serve as an ex-officio member of all committees except the Nominating Committee.

The Secretary shall be a member of the Board of Directors and shall keep the records of the Society, shall be responsible for taking minutes at all Board meetings, and have the power to delegate that process, submit to the Board of Directors the names of candidates for membership in the Society, will conduct the correspondence and perform all duties that pertain to the office of the Secretary.

The Treasurer shall be a member of the Board of Directors and shall be in direct charge of the funds of the Society and shall be responsible for management of revenues and payment of obligations of the Society. At the annual business meeting of the Board of Directors and the Society, the Treasurer shall present an oral and written report of the receipts and expenditures of the funds of the Society. The Treasurer shall make only such expenditures as are authorized by the Board of Directors.

Succession: In the event of the President's death, resignation or removal while in office, the President-Elect (the order of succession to the office of President thereafter being Vice President, immediate Past-President, Secretary and Treasurer) shall hold office as President thereafter for the remainder of such term; provided, however, that in the event of the death, resignation or removal while in office of the President-Elect, Vice President or immediate Past-President, such office shall remain vacant for the remainder of such term. In the event of the death, resignation or removal of the Secretary or Treasurer, the Board of Directors shall fill such vacancy on an interim basis as soon as practicable, such person to serve in such capacity until the next regularly scheduled election of officers, at which an election shall be held for any unexpired portion of the original term of such office.

Term of Office: The term for each of the President, President-Elect, and Vice President is one year in each such office except that the President-Elect or Vice President serving an unexpired term of the President on account of a vacancy in such office may serve a full one-year term immediately thereafter. Succession from Vice President to President-Elect, and from President-Elect to President, shall be automatic. The succession from President-Elect to President and from Vice President to President-Elect shall occur at the close of each annual business meeting of the Society. Any past President shall be eligible for election as Vice President (and for succession to the offices of President-Elect and President as a result of such election) after serving the five-year term on the Advisory Council. The Secretary and Treasurer will serve for terms of three (3) years each and are eligible for reelection to one additional three-year term.

Compensation: Officers and directors shall serve without compensation. The Society may reimburse expenses of officers or directors in attending meetings and conducting other activities on behalf of the Society.

Removal: Any officer may be removed from office with or without cause by a majority vote of Active members.

Executive Management: The President, with the approval of the Board of Directors, shall engage a management company whose functions will include administrative, logistic, membership, fiscal, and meetings management. The specifics of the functions and the fees and expenses incurred will be contractually defined. The initial term of the contract shall be one (1) year, with such renewal provisions as may be mutually agreed. The contract will also set forth the basis and process for discontinuation of services. The management company will attend Board and other meetings, with representation determined to be necessary and appropriate by the Board. The management company's representatives will not have voting powers.

ARTICLE VII
Board of Directors

Membership: The Board of Directors shall consist of the President, who shall serve as chairperson, the President-Elect, the Vice President, the Secretary, the Treasurer, and nine (9) at-large Directors. The Editor -in-Chief of the Society's Journal and the Chairman of the Advisory Council shall serve as an ex officio non-voting member. At-large directors shall serve for three (3) year terms, the terms thereof so arranged that three (3) will expire each year. Vacancies created by the death, resignation or removal of an at-large director or by the election of an at-large director as an officer, shall, as soon as practicable, be filled by the Board of Directors by majority vote thereof, the person so elected to serve until the next regularly-scheduled election of directors, at which time an election shall be held for any unexpired portion of the original term of such vacant director position. The Board of Directors may, in its discretion, remove any director who fails to attend three (3) consecutive meetings. Officers of the Society and Directors of the Board may be removed for cause by a three-fourths (3/4) vote of the Board of Directors.

Functions: The Board of Directors is the administrative and policymaking body of the Society and shall manage the affairs of the Society and shall perform all such acts as are necessary to fulfill such functions or as are required or permitted by these Bylaws or the Articles of Incorporation. The Board of Directors shall determine questions of policy, receive reports of committees and approve or disapprove their recommendations, and provide advice and approval or disapproval to the President and President-Elect in regard to committee and chairperson appointments. It is empowered to enter into contracts and authorize expenditures necessary for the Society. The Board of Directors will be responsible to implement an appropriate procedure for conducting, reviewing and accepting the annual audit of the Society. All members of the Board of Directors shall execute conflict of interest disclosures in accordance with such Code of Ethics or other conflict of interest procedures as may be in effect from time to time.

The Editor-in-Chief: The Editor-in-Chief shall be responsible for the management and budget, editorial policies, and scientific content of the Society's Journal, including selection of Associate Editors, Editorial Board, and Managing Editor subject to oversight by the Publication Committee and the Board of Directors. The Editor-in-Chief shall be selected by a Search Committee and shall be elected by a majority vote of the Board of Directors. The Editor-in-Chief shall serve only one five-year term. The Editor-in-Chief may not be nominated nor serve concurrently as an Officer of the Society. The Editor-in-Chief will be an ex officio, non-voting member of the Board of Directors but may not serve as an atlarge member of the Board.

The Executive Director: The Board of Directors may appoint an Executive Director, who shall be an employee of the executive management company described in Article VI, above, to perform such executive and/or ministerial duties as may be established from time to time by the Board of Directors. The Executive Director will be bonded if required by the Board of Directors.

Meetings: The Board of Directors shall meet annually at the time of the Annual Meeting of the Society. Special meetings may be called at any time by the President or any five (5) members of the Board of Directors and may take place electronically as provided in these Bylaws. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business. Official actions may be taken between meetings of the Board of Directors by an Executive Committee consisting of the Officers of the Society (President, President-Elect, Vice President, Secretary, and Treasurer), subject to ratification by the Board. In addition, the President may act on behalf of the Board of Directors if said action is within the scope of the President's duties as defined in the Bylaws of the Society, subject to ratification by the Board of Directors, as appropriate.

Notice of Meetings: Notice of any meeting of the Board of Directors shall be given to each director not more than fifty (50) days nor not less than ten (10) days before the meeting. by mailing or transmitting by facsimile or other electronic means; such notice may be waived by any director. Neither the business to be transacted nor the purpose of any annual or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless required by these Bylaws or applicable law. At any meeting attended by all of the directors, any business may be transacted, notwithstanding the lack of due notice of such meeting.

Quorum : At any meeting of the Board of Directors, a majority of the number of directors then in office and entitled to vote at meetings thereof shall constitute a quorum for the transaction of any business of the Board of Directors, except as may be otherwise provided by these Bylaws, the Society's Articles of Incorporation or applicable law. If the number of directors necessary to constitute a quorum shall fail to attend at the time and place fixed for any annual or special meeting of the Board of Directors, the directors in attendance may adjourn from time to time without notice or other announcement at the meeting until the requisite number of directors to constitute a quorum shall attend.

Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or the Society's Articles of Incorporation, these Bylaws or applicable law.

Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors.

Meetings by Electronic Means of Communication: To the extent provided in these Bylaws, the Board of Directors, or any committee of the Board, may, in addition to conducting meetings in which each director participates in person, and notwithstanding any place set forth in the notice of the meeting or these Bylaws, conduct any regular or special meeting by the use of any electronic means of communication, provided (a) all participating directors may simultaneously hear each other during the meeting, or (b) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.

ARTICLE VIII
Advisory Council

Membership: The Society shall have an Advisory Council, the functions of which are set forth below, consisting of five (5) Active Members who are elected by the membership of the Society for one term of five (5) years (such terms to be nonrenewable), and the five (5) immediately preceding past Presidents of the Society each of whom shall serve on the Advisory Council for one term of five (5) years. No individual shall be eligible to serve on the Advisory Council during such period as such individual is also serving as a director or officer of the Society. The terms of office of the Advisory Council members shall be staggered so that one Advisory Council member stands for election each year. A Chairman of the Advisory Council is elected from among the members of the Advisory Council by the Board of Directors for a one-year term, renewable up to three (3) times; provided, however, that an Advisory Council member serving as Chairman thereof may not be elected for a renewal term as Chairman which would extend beyond his or her five (5) year term as an Advisory Council member. The Chairman of the Advisory Council shall also serve as a non-voting, ex-officio member of the Board of Directors. Interim vacancies occurring on the Advisory Council shall be filled by the Board of Directors by majority vote upon the recommendation of the President. The person filling such interim vacancy shall serve until the next election of Advisory Council members is held by the members, at which time such vacancy shall be filled by vote of the members as provided herein. A vacancy created by the death, resignation or removal of a past President of the Society shall be left vacant. Advisory Council members shall be required to comply with such Code of Ethics and other conflict of interest procedures as may be in effect for the Society from time to time.

Functions: The Advisory Council shall meet annually at the time of the Annual Meeting of the Society and will deliberate upon and advise the President and the Board of Directors concerning the long range development and policies of the Society and other actions and activities which the Council determines to be in the best interest of the Society. It shall make recommendations to the Board of Directors regarding the awards of the Society, the establishment of orations, or other actions of a distinguishing nature. The Advisory Council shall also perform such other functions as may be requested from time to time by the President and Board of Directors, and shall report to the Board of Directors as deemed necessary by the President.

ARTICLE IX
Election of Directors and Officers

Nominating Committee: Prior to the end of each calendar year, the President shall appoint a Nominating Committee.

The Nominating Committee shall consist of five (5) members in good standing comprised of one former ASGT President, one member of the Board of Directors serving the second year of his or her term), and three members in good standing from the membership of the Society.

All appointments to the Nominating Committee will be made by the President of the Society. The appointments for each of the positions held by a former President of the Society and a member of the Board will be for a term of two (2) years, (except that in the first year in which the committee is established the appointment of the position held by a senior member of the board will be for one (1) year only). The appointments for the three positions from the membership at-large will each be for a term of one (1) year only.

Members of the Nominating Committee may not serve consecutive terms. The President shall designate a Chairperson for the Nominating Committee. No member may serve as Chairperson in consecutive years. Members of the Nominating Committee may not be candidates for office.

Nominations: At least twelve (12 ) weeks prior to the Annual Meeting of the Society, the Nominating Committee shall submit to the Secretary of the Society a slate consisting of at least two (2) candidates for (a) the office of Vice-President; (b) any vacancy in the offices of Secretary, Treasurer or Advisory Council member; or (c) all vacancies for at-large directors. At least two individual candidates will be proposed for each vacant at-large director position. Members of the Nominating Committee shall not be eligible for nomination to any such office or position. In addition to those persons nominated by the Nominating Committee, additional nominees for at-large director may be added to the ballot by petition of fifty (50) or more members in good standing received by the Secretary not less than ten (10) weeks before the annual meeting.

Elections: The Secretary shall send, not less than eight (8) weeks before the annual meeting, a ballot listing all nominees to each member in good standing as of ten (10) weeks before the Annual Meeting. To be counted, ballots must be returned to the Secretary or its designee by not later than the date indicated on the ballot, which shall be at least two (2) weeks before the Annual Meeting. Members receiving the highest number of votes for Vice-President, Secretary, Treasurer and Advisory Board member, respectively, and the members receiving the three (3) highest numbers of votes for at-large director shall be elected to their respective positions; provided, however, that, if an additional number of Advisory Board members or at-large directors are being elected on account of one or more interim vacancies therein, then the number of candidates required to fill all regularly scheduled and interim vacancies for such position who receiving the highest number of votes for such position shall be elected thereto. The results of the election shall be announced at the Annual Meeting and officers, at-large directors and Advisory Board members shall take office immediately following their election.

ARTICLE X
Committees

The Society shall have such standing committees as the Board of Directors shall deem necessary or appropriate in order to carry out the policies, programs, procedures and other actions of the Society. Such standing committees may include committees for Membership, Programs, Publications, International, Clinical and Regulatory Affairs, Ethics, Audit, and Industrial Liaison. The Board of Directors may from time to time, in its discretion, also establish, designate and appoint such other committees to carry out such policies, programs and actions as the Board of Directors may from time to time deem appropriate or helpful to advance the purposes or activities of the Society. Any such resolution or policy establishing such committees shall be communicated by the Board of Directors to the members as soon as practicable after such establishment. The Board of Directors may determine the terms of membership of any committee which shall be arranged so as to permit staggered terms. The Board of Directors shall establish functions, membership and other procedures for all committees; provided, however, that, unless otherwise specified herein or by the Board of Directors, the Chairpersons and members of the standing committees shall be appointed by the President-Elect with the approval of the Board of Directors.

The Board of Directors may also establish Scientific Committees the purpose of which shall be to recommend to the President programs for Symposia to be held at the Annual Meeting or any other meeting or function of the Society. Scientific Committees may be established directly by the Board of Directors or by petition signed by at least twenty Active Members of the Society stating the aim of such proposed Scientific Committee, subject to approval by the Board of Directors. The Board of Directors shall be responsible to determine the areas of responsibility, membership, leadership and other procedures and characteristics of each such Scientific Committee. Each such Scientific Committee shall be designated as the "Scientific Committee of the American Society of Gene Therapy on ______".

Committee members shall be required to comply with such Code of Ethics and other conflict of interest procedures as may be in effect for the Society from time to time.

ARTICLE XI
Amendments

Amendments to the By-Laws may be initiated by the Board of Directors or by a petition signed by ten (10) or more Active Members. Proposals for amendments shall be given to the By-Laws Committee (or such other committee having equivalent duties as may exist from time to time) for consideration. Not later than six (6) months after its receipt of such proposal, said Committee shall recommend to the Board of Directors whether such proposal should be approved and, if it recommends approval, it shall deliver proposed amendments to the Bylaws effectuating such proposal for consideration by the Board of Directors. The Board of Directors shall consider such proposal and, if applicable, such proposed Bylaw amendments and approve or disapprove of same. If the Board of Directors approves such proposed Bylaws amendments, such proposed amendments shall be submitted to Secretary of the Society not less than sixty (60) days before the next Annual Meeting of Members of the Society, whereupon the proposed Bylaw amendments shall be submitted to the Active Members in good standing of the Society for a vote on approval thereof according to the same procedures as those applicable to other matters submitted to members for a vote thereon, except as otherwise prohibited in these Bylaws; provided, however, that the affirmative votes of not less than two-thirds (2/3) of the Active Members at a meeting of Members at which a quorum is present either in person or by proxy shall be required to approve any such proposed Bylaw amendment. The Secretary shall report the results of such vote to the President of the Society promptly after such vote is completed and the President shall thereafter promptly transmit the results to the membership, at which time such Bylaw amendments shall become effective.

ARTICLE XII
Indemnification, Nonliability and Insurance Provisions

Nonliability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Indemnification by Corporation: The Society shall, to the fullest extent authorized or allowed by Chapter 24.03RCW of the Washington Nonprofit Corporation Act, indemnify any director, officer, employee or agent of the Society and their respective heirs and personal representatives, against any and all liability, judgments, fines and amounts paid in settlement actually and reasonably incurred by any of them in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, or in connection with any appeal therein, or otherwise, and against all expenses (including attorneys' fees and other experts' fees and disbursements) actually and reasonably incurred by any of them in connection with the defense or settlement of any action or suit by or in the right of the Society or in connection with any appeal or otherwise; and no provision of the Bylaws shall be construed as limiting, denying, prohibiting, or abrogating any of the general or specific powers or rights conferred under Chapter 24.03RCW of the Washington Nonprofit Corporation Act upon the Society to furnish, or upon any court to award, such indemnification, or indemnification as otherwise authorized pursuant to Chapter 24.03RCW of the Washington Nonprofit Corporation Act or any other law now or hereafter in effect. Expenses so incurred by any persons in defending a civil or criminal action or proceeding shall likewise at their request be paid by the Society in advance of the final disposition of the action or proceeding to the full extent that advancement of expenses may be lawful under Chapter 24.03RCW of the Washington Nonprofit Corporation Act. These indemnification rights shall not be deemed to exclude any other rights to which the director, officer, employee or agent may otherwise be entitled.

Insurance for Corporate agents: Except as may be otherwise provided under Chapter 24.03RCW of the Washington Nonprofit Corporation Act or other applicable law, the Board of Directors may authorize the purchase and maintenance of insurance on behalf of any director, officer, employee or other agent of the Society against liabilities asserted against or incurred by such person in such capacity or arising out of the person's status as such, whether or not the Society would have the power to indemnify the person against such liability under the Articles of Incorporation, these Bylaws or any provision of applicable law.

ARTICLE XIII
Distribution on Dissolution

Upon dissolution of the Society for any reason, the Board of Directors shall, after paying or making provisions for the payment of the Society's liabilities, if any, dispose of all the corporations' assets exclusively for the purposes of the Society in such manner as the Board of Directors shall determine, or to such organization or organizations organized and operated exclusively for charitable, educational, scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. This Article may not be amended by the Society's members or Board of Directors except as may be necessary to conform to applicable law.

ARTICLE XIV
Miscellaneous

Society Trademarks: No member may use the Society's name or trademarks for personal, commercial purposes or funding purposes without prior approval of the Board of Directors of the Society.

No Seal: The Society shall have no seal.

Definition: All references in these bylaws to sections of the "Code" shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, and to the corresponding provisions subsequently enacted.