(a) Founding Members. The Founding Members shall consist of those individuals who, because of their qualifications and achievements, were elected to Founding Membership during the initial organizational meeting of the society held in Boston, Massachusetts on September 29, 2007. The Founding Members shall also be Active Members upon payment of any required initiation fees and dues as provided herein.
(b) Active Members. Active Members shall consist of physicians, scientists, nurses or other allied health professionals in the fields of fertility preservation, reproductive endocrinology, and oncology.
(c) Associate Members. Associate Members shall consist of researchers and clinicians in training in the fields of fertility preservation, reproductive endocrinology, and oncology.
Section 1.2 Eligibility for Membership. All persons interested in becoming a member shall be eligible for membership; however, the targeted membership of the Corporation is those persons who satisfy the qualifications in Section 1.1 above.
Section 1.3 Admission. Eligible persons shall be admitted to membership upon making application. The application shall be on a form prescribed from time to time by the Board of Directors of the Corporation (the "Board"); provided, however, that such form shall contain the statement that the applicant has read the Membership Rules of the Corporation (if any), understands them, and that if admitted to membership, the applicant agrees to be bound by them. Applications for membership shall be submitted to the Secretary, for approval by the Executive Committee. Eligible persons, approved by affirmative vote of a majority of the Executive Committee, shall become members of the class so designated by the Executive Committee, pursuant to Sections 1.1(b) and 1.1(c), upon payment of any required initiation fees and dues.
Section 1.4 Fees, Dues, and Assessments.
(a) Applications for membership in the Corporation shall be accompanied by an enrollment fee in such amount as may be determined from time to time by resolution of the Board of Directors.
(b) All members shall pay annual dues in such amount as determined from time to time by resolution of the Board of Directors. No part of the annual dues shall be refunded to any party.
(c) Any dues and assessments paid to the Corporation become the property of the Corporation, and any severable or individual interest of any member in dues and assessments paid terminates on such payment.
Section 1.5 Termination of Membership.
(a) The membership of any member of the Corporation shall automatically terminate upon receipt of the member's written request for such termination from the member delivered to the President or Secretary of the Corporation personally, by United States mail, or by reputable international courier service; provided, however, such request for termination or resignation from membership shall not relieve any member from liability for dues, assessments or other obligations which are due and unpaid at the time such request or resignation is filed.
(b) The membership privileges of any member of the Corporation may automatically be suspended upon failure of the member to pay applicable dues, if any, to the Corporation within a period of thirty (30) days following the date on which such dues are payable. The suspended member will immediately be notified of the suspension and the delinquent amount. If, within thirty (30) days from that date, the member's account is not brought current or the member does not respond in writing to the Board of Directors, such member's membership will automatically be terminated unless the Board of Directors decides the termination should not take place.
(c) At its option, the Board of Directors may terminate the membership of a member who cannot be contacted for a period of six (6) months using the address, telephone number, email address or other contact information of record with the Corporation. Each member shall be responsible for providing on a regular and timely basis to the Corporation accurate and updated contact information for such member.
(d) The Board of Directors, by affirmative vote of two-thirds of all of the Directors, may suspend or expel a member for cause after a hearing. Any member subject to termination for cause shall be notified in writing of the date, time, place, and purpose of such hearing at least thirty (30) days prior to the date of such hearing.
(e) All rights and interest of a member in the Corporation shall cease upon termination of membership.
(f) Any member whose membership is terminated may have his or her membership reinstated on such terms as the Board of Directors may deem appropriate by filing a written request with the President or Secretary of the Corporation or with any Director and on approval of the request by a vote of the Directors.
Section 1.6 Membership List. The Corporation shall keep a membership list containing the name and address of each member and such other contact information deemed necessary by the Board. Termination of the membership of any member shall be recorded in the records of the Corporation, together with the manner of termination and the date on which membership ceased. The membership list shall be kept at the Corporation's principal office and shall be available for inspection by any Director or member of the Corporation during regular business hours upon at least two business days prior notice.
Section 1.7 Transferability of Membership. Membership in the Corporation is nontransferable and nonassignable. Any attempt to transfer a membership shall cause such membership to terminate automatically.
MEETINGS OF MEMBERS
Section 2.1 Place. Meetings of members shall be held at the principal office of the Corporation or at such other place as may be designated from time to time by the Board of Directors.
Section 2.2 Biennial Meetings. A face-to-face meeting of the members shall be held biennially in connection with the biennial conference of the International Society for Fertility Preservation (ISFP) at the place, time and manner determined by the Board of Directors. An agenda for such members meeting will be prepared by the President and mailed or emailed to Active Members or made available to all members at least ten (10) days prior to the meeting. In intervening years between the biennial meetings of members in connection with the ISFP conference, the members shall take any required actions by written balloting process administered by the Executive Director or other designated officer of the Corporation.
Section 2.3 Special Meetings. Special meetings may be called by an affirmative vote of the majority of the Board of Directors, or by not less than ten percent (10%) of the Active Members.
Section 2.4 Notice. Written notice of the time and place of meetings of the members of the Corporation shall be provided to Active Members by personal delivery, by United States mail (postage prepaid), by electronic mail, by facsimile, or by reputable international courier service, not less than ten (10) days nor more than sixty (60) days prior to such meeting, or by posting notice of such meeting on the website of the Corporation at least forty-five (45) days prior to such meeting date. Notice shall be deemed given at the time it is deposited in the mail, posted or sent by electronic mail, delivered by facsimile or courier service or delivered personally to the member. No action shall be taken on any of the following proposals at any meeting unless written notice of the general nature of the business or proposal has been given as in the case of a special meeting: (a) any proposal to amend the Articles of Incorporation or the Bylaws of the Corporation; or (b) any proposal to wind up and dissolve the Corporation.
Section 2.5 Contents of Notice. All notice of meetings of members shall specify the place, the day, and the hour of the meeting and, in the case of special meetings, the general nature of the business to be transacted and no other business may in that case be transacted, or in the case of the biennial meeting of the members, those matters which the Board of Directors at the time of giving the notice, intend to present for action by the members. Notice of any meeting at which Directors are to be elected shall include names of all those who are nominees at the time the notice is given to members.
Section 2.6 Quorum and Vote for Action. At all meetings, the presence in person or by proxy of at least ten percent (10%) of the total number of Active Members of the Corporation will constitute a quorum. All actions and decisions will require an affirmative vote of a majority of the those members entitled to vote at a meeting at which a quorum is present. Members voting by written ballot by mail, facsimile or email or by telephone or video conference shall be deemed present for purposes of the quorum requirements.
Section 2.7 Loss of Quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient members to leave less than a quorum of those members entitled to vote.
Section 2.8 Voting Rights. Only Active Members in good standing shall be entitled to vote. Each Active Member is entitled to one (1) vote.
Section 2.9 Proxies. Every Active Member entitled to vote at a meeting of members shall have the right to do so either in person or by an agent authorized by a written proxy executed by such Active Member or his/her duly authorized legal representative and filed with the Secretary of the Corporation. No proxy shall be valid after the expiration of twelve (12) months from the date of its execution, unless the person executing it specified therein a longer length of time for which such proxy is to continue in force. No proxy may be given to a person who is not a member of the Corporation.
Section 2.10 Conduct of Meetings.
(a) Meetings of members shall be presided over by the President of the Corporation or in his or her absence, by the Vice President, or in the absence of both, by a person chosen by a majority of the Active Members present. The Secretary of the Corporation shall act as Secretary of all meetings of members, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
(b) Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of the Corporation, or with applicable law.
BOARD OF DIRECTORS
Section 3.1 General Powers, Number, and Election. The property, affairs and business of the Corporation shall be managed by a Board of Directors consisting of not less than nine (9) and no more than seventeen (17) persons, of this number there shall be at least three (3) Directors from each of the continents of North America, Europe, and Asia. The number of Directors may be increased or decreased, to a number not less than three (3), from time to time by amendment to these Bylaws.
Section 3.2 Election and Term of Directors. Directors shall be elected by the membership at a biennial meeting of the membership or through a written balloting process administered by the Executive Director or other officer designated by the Board of Directors. The Nominating Committee shall develop a slate of candidates for each Officer and each Director position to be filled and provide such slate in connection with the notice of the biennial meeting or written balloting process, but in no event less than thirty (30) days prior to voting or official balloting deadlines. Each Officer designated in Section 4.1 shall also serve as a Director of the Corporation.
Each Director shall hold office until the next succeeding election by the membership applicable to his or her Director position and his or her successor is elected and qualified or until his or her earlier removal, resignation or death. Each Director may be elected to serve more than one consecutive term. The Directors' terms shall be two years and shall be staggered for preservation of corporate memory and continuity purposes as determined by resolution of the Board of Directors.
Section 3.3 Removal of Directors. At a meeting called expressly for that purpose, a Director or Directors may be removed, for or without cause, by an affirmative vote of two-thirds of Directors then in office.
Section 3.4 Vacancies. Any vacancy occurring on the Board of Directors due to the death, resignation, or incapacity of a Director, and any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors. A Director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office and until his or her successor shall have been elected and qualified.
Section 3.5 Appointment of Committee. The Board of Directors, by resolution adopted by a majority of the Directors in office, may (i) designate committees of the Board ("Board Committees") and other committees or advisory councils to assist in carrying out the objectives and business of the Corporation, and (ii) appoint the initial members to serve on such Board Committees and other committees or advisory councils.
(a) Board Committees: Board Committees shall consist of at least two (2) Directors and shall have and exercise the authority of the Board of Directors in the management of the Corporation upon such terms and conditions as the Directors shall establish; provided, however, establishing such a Board Committee and delegating such authority to it shall not relieve the Directors or any of them of any responsibility imposed upon them by applicable law. The President of the Corporation shall be an ex officio member of each Board Committee. Each Board Committee shall have the power to fill vacancies in their respective memberships. A majority of any Board Committee shall constitute a quorum for the transaction of business.
(b) Other Committees: Other committees or advisory councils that shall not have nor exercise the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of Directors present at a meeting at which a quorum is present. A majority of the committee shall constitute a quorum for the transaction of business.<The following Board Committees are hereby established:
(1) Executive Committee. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, the immediate past President (if applicable), and the Executive Director, each of whom shall serve as a voting member of the Executive Committee. However, at such time that the person serving as the Executive Director is not an uncompensated Director but is rather executive management of the Corporation receiving compensation from the Corporation, then the Executive Director will not be a member of the Executive Committee. Except as provided by law, the Executive Committee shall have and may exercise such powers as may be delegated to it by the Board. Additionally, the Executive Committee shall have and may exercise such powers to transact routine business of the Corporation in the interim period between regularly scheduled meetings of the Board, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the Board, with these Bylaws or with applicable law. All actions taken by the Executive Committee shall be promptly reported to the Board at the next regular or special meeting of the Board. The Executive Committee shall meet at such times as shall be determined by the President. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board at each regular or special meeting of the Board.
(2) Nominating Committee. The Nominating Committee shall consist of no fewer than five Active Members and shall include the President, the immediate past President (if applicable), the Executive Director (so long as he/she is an uncompensated Director of the Corporation and not compensated executive management), and at least two non-Director Active Members from the membership at large of the Corporation. The at-large Active Members of the Nominating Committee shall be selected by the Board of Directors at least ninety (90) days prior to the biennial meeting of the membership or the written balloting process of Active Members. Each individual appointed to serve on the Nominating Committee shall serve for a term of one (1) year or until his/her successor is duly appointed by the Board. The Nominating Committee shall be responsible for selecting and evaluating individuals who are qualified to serve on the Board of Directors and/or as officers of the Corporation and for presenting the names and qualifications of such individuals to the Board for consideration and recommendation to the members.
Section 3.6 Quorum of Directors. The presence of a majority of the Directors in office immediately before a meeting begins shall constitute a quorum at all meetings of the Board of Directors. The act of a majority of 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 these Bylaws or Kansas law.
Section 3.7 Compensation. Directors shall serve without compensation, however, the Board may determine reimbursement for reasonable costs and expenses actually incurred by Directors for Corporation business.
Section 3.8 Meetings. Commencing with the year 2009, the Board of Directors shall meet at least twice a year for the transaction of such business as may come before them concerning the Corporation. Directors shall be given at least ten (10) days prior notice of such meetings of the Board.
Section 3.9 Special Meetings. Special Meetings of the Board of Directors may be called by the President, the Executive Director or by a majority of the Directors upon written or printed notice served personally upon each Director, or mailed (postage prepaid), sent by electronic mail, facsimile or reputable international courier service to his or her address as it appears on the books of the Corporation. Notice of any Special Meeting shall be given at least fifteen (15) days prior to the meeting. Notice shall be deemed given at the time it is deposited in the United States mail (postage prepaid), posted or sent by electronic mail, delivered by facsimile with confirmation of transmission or delivered by reputable international courier service. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 3.10 Place of Meeting. Meetings of the Board of Directors, whether regular or special, shall be held at such place which has been designated from time to time by resolution or written consent of the Board of Directors. In the absence of such designation, all meetings shall be held at the principal office of the Corporation.
Section 3.11 Actions of the Board of Directors Without a Meeting. Any action which is required to be or may be taken at a meeting of the Directors or any committee designated by the Board may be taken without a meeting if, one or more consents in writing, setting forth the action so taken, are signed by all of the members of the Board or of the committee. Such consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document filed. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors or of the committee, as the case may be.
Section 3.12 Participation. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can hear each other person; participation in a meeting in this manner shall constitute presence in person at the meeting.
Section 3.13 Conflicts of Interest. The Board of Directors shall promulgate and enforce effective conflict of interest policies which shall require prompt disclosure of any actual or potential conflict of interest on the part of any Director, Officer, management employee or other person in a position to exercise substantial influence over the affairs of the Corporation (each, a "Disqualified Person"). Such policies shall require each Disqualified Person to disclose fully and frankly to the Board any and all actual or potential conflict or duality of interest or responsibility, whether individual, personal, or business, which may exist or appear as to the Corporation or any matter or business which may come before the Board or a committee thereof at any time prior to action thereon. The Disqualified Person shall neither vote nor endeavor to influence corporate action in any such matter. The requirement of disclosure of conflicts of interest shall not prohibit a Director from responding to questions concerning the matter, nor from participating in discussion, provided that such Director's participation shall have been approved by resolution of the Board following disclosure and entered upon the record of the meeting. All disclosures of conflicts of interest and actions taken thereon shall be recorded in the minutes of the Board.
Every transaction between the Corporation and a Disqualified Person must be approved by a majority of independent Directors who are unrelated to and not controlled by the Disqualified Person involved in the arrangement. Prior to a vote regarding such transaction, the Board of Directors shall obtain and review appropriate indicators of the fair market value of the services rendered by or the property acquired from the Disqualified Person. The Board's decision regarding such transaction and the basis for its determination shall be set forth in the minutes of the Board.
Section 4.1 Number. The Officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other Officers as may be determined by the Board of Directors. Any two or more offices may be held by the same person.
Section 4.2 Election and Term of Office. The Officers designated in Section 4.1 of this Article shall be elected by the membership at a biennial meeting of the membership or through a written balloting process administered by the Executive Director or other Officer designated by the Board of Directors. The Nominating Committee shall develop a slate of candidates for each office and provide such slate in connection with the notice of the biennial meeting or written balloting process, but in no event less than thirty (30) days prior to voting or official balloting deadlines. Failure to elect Officers does not dissolve the Corporation.
Each Officer shall hold office until the next succeeding election by the membership applicable to his or her office and his or her successor is elected and qualified or until his or her earlier removal, resignation or death. Each Officer may be elected to serve more than one consecutive term. The Officers' terms shall be two years and shall be staggered for preservation of corporate memory and continuity purposes as determined by the Board of Directors.
Section 4.3 Removal or Resignation. Any Officer may be removed by the Board of Directors whenever in the judgment of at least two-thirds of the Board of Directors the best interests of the Corporation will be served thereby. An Officer may resign at any time by delivering at least thirty (30) days prior notice to the Board of Directors. Any removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.4 Vacancies. Vacancies among the Officers arising from any cause shall be filled for the unexpired portion of the term in the manner provided for the election of the Officer to such office or by the Board of Directors.
Section 4.5 President. The President shall be the chairperson of the Board of Directors; shall preside at all meetings of the Board of Directors and meetings of the members, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and control over its Officers, agents and employees; and shall do and perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors.
Section 4.6 Vice President. At the request of the President, or in the event of his or her absence, disability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election or designation) shall perform all 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. Each Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the President or the Board of Directors.
Section 4.7 Secretary. The Secretary shall attend all meetings of the Board and members of the Corporation; keep attendance records and record votes taken and keep the minutes of all proceedings at meetings of the Corporation; maintain and update the membership list of the Corporation; shall act as custodian of the records of the Corporation; and, in general, perform all duties and have all powers incident to the office of Secretary and perform such other duties and have such other powers as may from time to time be assigned to him or her by these Bylaws, the President or the Board of Directors.
Section 4.8 Treasurer. The Treasurer shall have supervision of the funds, securities, receipts and disbursements of the Corporation; cause all monies and other valuable effects of the Corporation to be deposited in its name and to its credit in such depositories as shall be selected by the Board of Directors, if pursuant to authority conferred by the Board of Directors; cause to be kept at the accounting office of the Corporation correct books of account, proper vouchers and other papers pertaining to the Corporation's business; render to the President or the Board of Directors, whenever requested, an account of the financial condition of the Corporation and of his or her transactions as Treasurer; and, in general, perform all duties and have all powers incident to the office of the Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him or her by these Bylaws, the President or the Board of Directors.
Section 4.9 Executive Director. The Executive Director shall serve as the chief executive officer of the Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation. The Executive Director will report to the Board of Directors and will direct and execute all activities of the Corporation either directly or through delegated authority. In addition, the Executive Director shall oversee the balloting process for the Officers and Directors of the Corporation; and shall perform such other duties and have such other powers as may be assigned to him or her from time to time by these Bylaws, the President or the Board of Directors.
Section 4.10 Other Officers. The Board of Directors may designate and authorize other corporate officers pursuant to Section 4.1 and such officers shall have such powers and perform such duties as may be delegated by the Board and/or the President.
EXECUTION OF INSTRUMENTS
Section 5.1 Execution of Instruments Generally. All documents, instruments or writings of any nature shall be signed, executed, verified, acknowledged and delivered by such Officer or Officers or by such agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Such Board determinations shall be made by these Bylaws and by board action, including without limitation, continuing resolutions by the Board authorizing actions necessary or desirable in the ordinary course of business.
Section 5.2 Checks, Drafts, and Other Documents. All notes, drafts, acceptances, checks, endorsements and all evidence of indebtedness of the Corporation whatsoever, shall be signed by such Officer or Officers or by such agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Endorsements or instruments for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made by rubber stamp of the Corporation or in such other manner as the Board of Directors may from time to time determine. No Officer, Director or other person shall sign any such instrument unless expressly authorized to do so by the Board.
Section 5.3 Proxies. Proxies to vote with respect to shares of stock of other corporations that may be owned by or stand in the name of this Corporation may be executed on behalf of this Corporation by the President or Executive Director or by any other person or persons authorized so to do by the Board of Directors.
No Director, Officer, employee or agent of the Corporation, nor any individual connected in any way with the Corporation, shall at any time recover any of the net earnings or any pecuniary profit from the operation of the Corporation; provided that, this prohibition does not prevent the payment to such persons of reasonable compensation for services rendered or goods provided to the Corporation or for the Corporation in effecting any of its purposes as may be determined by the Board of Directors.
The Corporation may acquire a corporate seal of the Corporation which shall be in the form of a circle and shall bear the name of the Corporation as well as the words "Corporate Seal."
Except as from time to time otherwise provided by the Board of Directors, the fiscal year of the Corporation shall extend from the first day of January to the last day of December of each year, both dates inclusive.
These Bylaws may from time to time be altered, suspended, amended or repealed, or new Bylaws may be adopted (a) at a meeting or by unanimous written consent of the Board of Directors, provided that such amendment does not relate to the number of Directors, the composition of the Board, the term of office of Directors, or the manner in which Directors are elected or (b) by approval of the members by two-thirds of the votes cast or a majority of the voting power, whichever is less. At least thirty (30) days notice must be given of the meeting at which an amendment is to be approved and such notice must be accompanied by a copy or summary of the proposed amendment or state its general nature.
To the maximum extent that the laws of the State of Kansas allow, the Corporation shall indemnify a Director, Officer, or any person who is or was serving at the request of the Corporation as a Director or Officer for any liability, expense, cost, judgment, penalty, or fine imposed solely by reason of the fact that such person is or was a Director or Officer of the Corporation.
Section 11.1 Trade Names. The Corporation may operate or transact business under such certain trade names other than its corporate name as may be adopted by the Board of Directors.
Section 11.2 Loans to Officers Prohibited. No loan shall be made by the Corporation to any of its Officers or Directors. Any Director of the Corporation who votes for or assents to the making of any such loan and any Officer participating in the making of such loan shall be jointly and severally liable to the Corporation for the amount of such loan until its repayment.
Section 11.3 Waiver of Notice. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Whenever any notice is required to be given under the laws of the State of Kansas or under the provisions of the Articles of Incorporation or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such waiver, shall be deemed equivalent to the giving of such notice.