International Society
for Fertility Preservation (ISFP)

A Nonprofit Corporation

 

ARTICLE ONE
Offices

The principal office of the Corporation is located at 3901 Rainbow Boulevard, Kansas City, Kansas 66160-7316. The Corporation may have offices located at other sites at the discretion of the Board of Directors.

ARTICLE TWO
Members

Section 1. Classes of Members. The members of the Corporation shall be divided into three classes as follows: Active, Founding, and Associate. The qualifications for such members are as follows:

Founding Membership shall be defined as the selected initial group of individuals who, because of their qualifications and achievements, were elected to Founding Membership during the first official meeting of the Society held in Boston, Massachusetts, September 29, 2007.

Active Membership in the Society shall consist of physicians and scientists in the fields of fertility preservation, reproductive endocrinology, and oncology.

Associate Membership shall consist of researchers and clinicians in training.

Section 2. Election of Members. Applications for membership shall be submitted to the Secretary of the Executive Committee for the approval of the Executive Committee and, if the criteria outlined in Section 1 of this article are met, the candidate shall be admitted to membership. Applicants so approved shall become members of the Society on payment of the required initiation fees and dues.

Section 3. Voting Rights. Each active member in good standing shall be entitled to one vote on each matter submitted to a vote of the membership. Associate members shall not have the right to vote.

Section 4. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and by a majority of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default of payment of dues for the period set forth in Article 11, Section 1. 

Section 5. Resignation. Any member may resign by filing written resignation with the Secretary, but such resignation shall not relieve the member resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

ARTICLE THREE
Meeting of Members

Section 1. Biennial Meeting. A biennial meeting of the members shall be held every other year at the time and location of the annual meeting of the International Society for Fertility Preservation (ISFP).

Section 2. Special Meetings. Special meetings may be called by the President, Board of Directors, or not less than ten percent of active members of the Society having voting rights. The place of meeting shall be designated by the President. A notice of special meetings must be mailed to all active members no less than thirty days prior to the date of such meeting.

Section 3. Proxies. At any meeting of the members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after one month from the date of its execution, unless otherwise provided in the proxy.

Section 4. Voting by Mail. Where Directors or Officers are to be elected by members of any class or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE FOUR
Board of Directors

Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure, and Qualifications. The number of Directors shall be five from each continent (America, Europe and Asia). The term of office for each Director shall be two years. Each year, a new Director shall be elected to replace the outgoing Director. The term of office for the Private Sector Director shall be two years.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held every other year at the same place as the meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors, and shall be held at such time and place as the President may determine.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at the address shown in the records of the Corporation.

Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; if less than a majority of the Directors is present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Board Decisions. 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 these bylaws.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor in office.

Section 9. Compensation. Directors as such shall not receive any stated salaries for their services but, by resolution of the Board of Directors, a fixed sum and expenses for attendance, if any, may be allowed for attendance at any regular or special meetings of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE FIVE
Officers

Section 1. Officers. The officers of the Corporation shall be a President, Vice President, Secretary/Treasurer, Executive Director and any other such officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries, or one or more assistant treasurers, as it shall deem desirable, authorizing them to perform the duties prescribed, from time to time, by the Board of Directors.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected biennially by the membership. Each officer shall hold office until his/her successor has been duly elected and qualifies. The term of office for officers begins at the annual meeting of the members and terminates at the subsequent meeting.

Section 3. Removal. Any officer elected or appointed by the Board of Directors 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 because of death, resignation, removal disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Powers and Duties. Officers shall have such powers and shall perform such duties as may, from time to time, be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this Corporation.

ARTICLE SIX
Committees

Section 1. Executive Committee. The Executive Committee shall consist of the President, Vice President, Secretary/Treasurer and Executive Director. The Executive Committee will transact the affairs of the Society upon the direction of the President, act as advisor to the President, and act on behalf of the Board of Directors when the Board is not in session. The President will be the Chair of the Executive Committee. All major decisions of the Executive Committee will be presented to the Board of Directors for approval.

Section 2. Nominating Committee. The Nominating Committee shall consist of the President, Vice President, the two most immediate Past Presidents, and three at-large members of the Society. Names of the at-large members will be presented by mail to the membership not less than 90 days before the annual meeting and subject to mail ballot. The President shall be the Chair of the Nominating Committee. The term of the office of the at-large members of the Nominating Committee shall be one year. The Committee shall nominate candidates for Vice President and Secretary/Treasurer.

ARTICLE SEVEN
Contracts, Checks, Deposits, and Gifts

Section 1. Contracts. The Board of Directors may authorize any officer or officers or 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 may be confined to specific instances.

Section 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or 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 documents shall be signed by the Treasurer or an assistant treasurer and countersigned by the President or Vice President of the Corporation, up to a limit not exceeding $2,000.00.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bonds, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for any purpose of the Corporation.

 

ARTICLE EIGHT
Certificate of Membership

Section 1. Certificates of Membership. The Board of Directors shall provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice President and by the Secretary or an assistant secretary and shall be sealed with the seal of the Corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificates shall be entered in the records of the Corporation. If any certificate is lost, mutilated, or destroyed, a new certificate may be issued on such terms and conditions as the Board of Directors may determine.

Section 2. Issuance of Certificates. When a member has been elected to membership and has paid initiation fees and dues that may then be required, a Certificate of Membership shall be issued in his/her name and delivered by the Secretary.

 

ARTICLE NINE
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 members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the Membership Committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. 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 TEN
Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January in each year and end at midnight on the thirty-first day of December of the following year.

 

ARTICLE ELEVEN
Dues

Section 1. Annual Dues. The Board of Directors shall determine from time to time the amount of initiation fees, if any, and annual dues payable to the Corporation by members of each class, and shall give appropriate notice to the members.

Section 2. Payment of Dues. Dues shall be payable upon receipt of an invoice from the ISFP.

Section 3. Default and Termination of Membership. When any member of any class is in default in the payment of dues for a period of one month from the beginning of the period for which such dues become payable, his/her membership may thereupon be terminated by the Board of Directors, as provided hereinabove.

 

ARTICLE TWELVE
Seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State of Incorporation and the words "Corporate Seal."

 

ARTICLE THIRTEEN
Waiver of Notice

Whenever any notice is required to be given under the provisions of the Articles of Incorporation or by the bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE FOURTEEN
Amendment of Bylaws

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the Board of Directors present at any regular or special meeting, if at least thirty days' written notice is given of intention to alter, amend, repeal, or adopt new bylaws at such a meeting or vote of the members at any regular or special meeting.