. If a quorum shall not be present at any such meeting, the Directors present shall have the power, successively, to adjourn the meeting, without notice other than announcement of such meeting, to a specified date. At any such adjourned meeting at which a quorum shall be present any business may be transacted which could have been transacted at the original session of such meeting.
Section 3. Voting
Each Director with voting rights with the exception of the Editor-in-Chief of the Society’s Journals present at any meeting shall count toward the quorum and shall be entitled to cast one vote on each matter coming before such meeting for vote of the Directors.
Section 4. Board Emergency Powers
If an emergency exists such that a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event, the board of directors may call a meeting on one day’s notice, may reduce the quorum to those directors who attend the meeting, may designate additional individuals to serve temporarily as directors, and may in good faith take whatever action they deem necessary or advisable for the corporation.
Article VI. Committees
Section 1. Executive Committee
The Executive Committee shall consist of the President, President-Elect, immediate Past-President and Secretary-Treasurer, and the Secretary-Treasurer Elect (if any). The Executive Committee, to the extent provided in a resolution of the Board of Directors, shall have and exercise the authority of the Board of Directors in the management of the corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or Officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The Executive Committee shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.
Section 2. Nominating Committee
The Past-President will Chair the Nominating Committee and shall appoint five members. The Committee shall be comprised of two (2) members of the Board of Directors (Council) and three (3) members from outside the Board of Directors. The Committee shall be constituted on or about January of each year and call for nominations are expected to be announced to members after the Winter Council Meeting. The Committee shall determine the slate of nominees for the next election ballot and committee appointments. For the ballot, the Nominating Committee shall nominate at least two (2) members for each expiring Councilor position, two (2) members each for the position of President-Elect, and two members for the position of Secretary-Treasurer for years in which a Secretary-Treasurer is to be elected. The Nominating Committee shall also nominate only the then serving President-Elect for the office of President. In the event the office of the President-Elect becomes vacant, the Nominating Committee shall nominate two (2) members for the position of President. All Councilor, Officer, and committee nominations shall be presented to Council for a ratification vote at the Summer Council Meeting, except as follows. In the event the office of the President-Elect becomes vacant, the Nominating Committee shall nominate two (2) members for the position of President.
Section 3. Finance Committee
The Finance Committee shall consist of five (5) members of the corporation recommended by the Nominating Committee and appointed by the Board of Directors. They shall each serve a three-year term. The Secretary-Treasurer will serve as Chairperson and the President-Elect and the Secretary- Treasurer Elect (if any) will be ex-officio voting member of the committee that year. This committee is to oversee the financial affairs (including review of an independent annual audit) of the Society and to advise the Council on budget considerations and fiscal strategies which reflect the Society’s long range goals.³
Section 4. Other Committees
Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. The President of the corporation shall appoint the numbers thereof. Any member thereof may be removed by the Board of Directors of the corporation whenever in its judgment the best interest of the corporation shall be served by such removal.
Section 5. Term of Office
Unless otherwise specified in this Article, or in a specific committee charge or appointment, committee members shall serve staggered terms of until their successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member ceases to qualify as a member thereof.
Section 6. Committee Chair/Co-Chairs
Unless otherwise provided herein, Council shall appoint Chairs or Co-Chairs of each committee upon recommendation of the Nominating Committee.
Section 7. Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 8. Quorum
Unless otherwise provided by a resolution of the Board of Directors, a majority of the current members of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 9. Rules
Committees are expected to follow the procedures applicable to Council, including the process for notice and minutes of meetings.
Article VII. Officers
Section 1. Officers
The elected Officers of the corporation shall be the President, President-Elect, Past President, Secretary-Treasurer, Secretary Treasurer Elect (if any), and such other Officers as may be appointed in accordance with the provisions of this Article, including the Executive Director. The Board of Directors may appoint such other Officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
Section 2. Election and Term of Office
Elected Officers shall serve one term of one (1) year in any given office, except that, the Secretary-Treasurer shall serve a three (3)-year term which can be extended by Council for an additional consecutive three (3)-year term. If an incumbent Secretary-Treasurer is not extended for an additional term, a new candidate can be elected Secretary-Treasurer. In either event, in the first year of such service, the person would hold the position of Secretary-Treasurer Elect (which includes full voting rights in all capacities of service and overlaps with the incumbent Secretary-Treasurer, who also has full voting rights) and in the following two (2) years would serve as Secretary-Treasurer with continued voting rights. If no nominee receives the most votes in the election for President-Elect, a run-off election between the two candidates receiving the most votes will be held within a month of the first ballot. At the expiration of an Officer's term of office they may be elected to Council as a Councilor if they have not served as a Councilor, or has served for less than two years prior to or immediately before becoming an Officer. The Secretary-Treasurer shall, upon the expiration of their last term of office, be eligible for election as President-Elect or Councilor if they had not served as Past-President or had served for less than two years as a Councilor immediately before being elected to their first term as Secretary-Treasurer.
Section 3. Removal
Any Officer may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies
A vacancy in any office other than President-Elect because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors (Council) for the unexpired portion of the term. In the event the office of the President-Elect becomes vacant, the Nominating Committee shall nominate two (2) members for the position of President. Council will ratify the nomination and members will vote by ballot (via postal mail, email, or online as determined by Council).
Section 5. President
The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. They shall preside as Chairman at all business and scientific meetings of the members and the Board of Directors. They may sign, with the Secretary-Treasurer or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statue to some other officer or agent of the corporation; and in general they shall appoint the Chair of the Annual Meeting Program Committee and the Chairs of ad hoc committees, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Past-President and President-Elect
In the absence of the President or in the event of his inability or refusal to act, the Past-President (or in the event of the absence or the inability or refusal of the Past-President 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 upon the President. The Past-President and President-Elect shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 7. Secretary-Treasurer
If required by the Board of Directors, the Secretary-Treasurer, the Secretary-treasurer Elect, and members of the administrative staff of the Society under the supervision of the Secretary-Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Secretary-Treasurer or a member of the administrative staff of the Society under the supervision of the Secretary-Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies and other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; collect all dues from members; mail abstracts of papers to be presented at the corporation's annual scientific meeting to all members; keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; to be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary-Treasurer by such member; and in general perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 8. Executive Director
The Board may, directly or through a management company, upon majority vote, appoint and employ an Executive Director, who shall coordinate and execute direct and execute all decisions of the Board of Directors, shall handle all day‐to‐day matters and duties for the operation of the Society, and shall be an ex officio non‐voting member of the Board of Directors. The foregoing duties shall include, but not be limited to, operational oversight of the Society; the hiring and discharge of employees to fill such positions as the Board may from time to time authorize; the execution of contracts or other instruments on behalf of the Society as the Board may authorize; and the signing of checks, drafts or other orders for payment of money provided that the Board may, by resolution, provide that such checks, drafts or other orders for payment above such amount as may be specified in the resolution shall require the countersignature of one or more specified officers of the Society.
Article VIII. Fiscal Authority
Section 1. Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to a specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation 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 Secretary-Treasurer or an Assistant Treasurer of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Dues
The Board of Directors shall each year set the level of annual dues to be paid by the members in the corporation's next fiscal year. The dues are set annually by the Council. All dues shall be payable within thirty (30) days of a member's receipt of his dues statement.
Section 5. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Section 6. Prohibited Loans
The corporation shall not make any loan to any officer or director of the corporation.
Section 7. Budget
An annual budget shall be prepared at the direction of the President for approval by the Board of Directors at its annual meeting.
Section 8. Fiscal Year
The fiscal year of the corporation shall be determined by the Board of Directors. The Board of Directors shall have the power to change the fiscal year of the corporation, from time to time, which shall become the taxable year of the corporation upon the approval of the Internal Revenue Service.
Article IX. Books and Records
The corporation 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 corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
Article X. Waiver of Notice
Whenever any notice is required to be given under the provisions of the General nonprofitCorporation Law of the State of Missouri, or under the provisions of the Bylaws of the corporation, a waiver thereof whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XI. Indemnification of Directors and Officers
Each Director or Officer, or former Director or Officer, of the corporation and his 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 him, or her or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he or she is made a party by reason of his or her 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 his legal representatives, shall in like manner be indemnified by the corporation to the extent of amounts actually and reasonably incurred; provided, that he or she acted in good faith and in a manner he or she 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 his or her 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 he or she shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his or her duties as such Director or Officer. 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. Amendments
Amendments to these Bylaws shall be made upon the vote of a majority of the members, either at a meeting or by written ballot (mailed, emailed or online as determined by the Council), following the approval by Council. Amendments may be placed before the annual meeting of the membership for consideration by the petition of at least five (5) members to the Chairperson or by vote of the Board of Directors (Council). Alternatively, Council may, during the period between annual business meetings of the membership, adopt temporary amendments to these Bylaws, and such temporary amendments shall have full force and effect until accepted or rejected by the vote of the membership at the succeeding annual business meeting.4
1 Gender specific pronouns have been replaced throughout this document.
2 Previous references to ‘the annul business and scientific meeting’ have been changed to the ASBMR Annual Meeting, and allow for the possibility of other meetings of the membership.
3 Text sequence has been revised
4 Bylaw amendment process revised to allow members to vote on proposed Bylaw amendments at a meetor or by written ballot, and to require prior Council approval.