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Section 2. The registered office of the corporation shall be located in the city of St. Paul, Ramsey County, Minnesota. The corporation may have such other offices as may from time to time be designated by the board of directors.
Section 3. The corporation shall have a seal, which shall be circular in form and shall have inscribed thereon the name of the corporation, and the words "State of Minnesota" and "Corporate Seal."
Section 2.There shall be seven (7) categories of membership:
Any individual who is not currently an active member of AmSECT at the beginning of registration for the 35th International Conference of AmSECT, and who applies for and is qualified to enter the active category, shall be considered a "new" active member and shall pay dues equal to 60% of the normal active membership fee per year for the first two years, after which the dues shall be assessed at the normal active membership rate (A member may be considered a new member only one (1) time for the purpose of dues.)
LIFE members shall be entitled to all the rights and privileges of ACTIVE membership.
LIFE members shall be exempt from the payment of national dues and registration fees for the annual meeting of AmSECT.
RETIRED members shall be entitled to all rights and privileges of LIFE members except that they shall not be eligible for election to office.
A RETIRED member shall be exempt from the payment of national dues and registration fees for the annual meeting of AmSECT.
Section 4. In order to be a member in good standing each dues paying member must pay the initiation fee and annual dues. The fees and dues shall be as determined by the board of directors and approved by the membership for the categories of active, life, and retired. The fees and dues shall be determined by the board of directors for all other categories. In the event a member resigns, or their membership lapses, reinstatement of their membership will require payment of all current and existing fees and be subject to the membership criteria in effect at the time reinstatement is requested.
Section 5. Dues shall be due and payable to the national office with the application for membership and annually thereafter on the anniversary date of acceptance. Annual dues shall be paid in advance and a member in arrears in the annual payment of dues shall have no vote or other privilege of membership until the account is settled. The members' dues not received by the national office within thirty (30) days of expiration date shall automatically be dropped from the membership rolls for non-payment of dues.
Section 6. A member in good standing who desires to terminate his/her membership in the society may do so by notifying the national office in writing of their intent.
Section 2. Special meetings of the members may be called upon not less than ten (10) or more than thirty (30) days notice by the Board of directors at any other time and place.
Section 3. The presence of five (5) percent of the voting membership of the corporation shall constitute a quorum at any membership meeting.
Section 4. The vote on any issue may be by mail ballot, and such a vote shall have the effect of a vote taken at a regular or special meeting provided at least 10 percent of the membership entitled to vote does so. Such mail ballots shall be returned to the national office by the date stated therein. Amendments to the articles of incorporation and/or bylaws may not be decided by mail ballot.
Section 5. A member or director may execute a written waiver of any notice of any meeting required to be given by statute, by articles of incorporation or by any provision of these bylaws, either before, at, or after the meeting, and any such waiver, when filed, as herein after provided, shall be equivalent to such notice. Any such waiver shall be filed with the person designated to act as secretary of that meeting, who shall enter it upon the minutes or other records of that meeting. Appearance at a meeting by any director shall also be deemed a waiver of notice thereof unless the appearance is solely for the purpose of asserting the illegality of the meeting.
Section 2. Each zone shall elect two (2) directors to the Board of Directors. No zone may elect more than one director from each state. Candidates for director positions shall submit Willingness to Serve forms and be elected by mail ballot by plurality vote by the members of that zone. Directors shall take office at the conclusion of the national convention next following his/her election.
Section 3. The term of office for director shall be three (3) years. There shall be a limit of two consecutive terms which one member may serve as a director.
Section 4. It shall be the duty of the director to:
ZONE 1 Alaska, Washington, Oregon, California, Hawaii, Idaho, Nevada, Arizona, Montana, Wyoming, Utah, Colorado, New Mexico
ZONE 2 North Dakota, South Dakota, Nebraska, Kansas, Oklahoma, Texas, Minnesota, Iowa, Missouri, Arkansas, Louisiana, Wisconsin, Illinois
ZONE 3 Michigan, Indiana, Kentucky, Tennessee, Mississippi, Ohio, Alabama, Georgia, Florida, Puerto Rico
ZONE 4 Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, West Virginia, Virginia, District of Columbia, North Carolina, South Carolina
Section 2. The form and terms of the application for affiliation as a chartered chapter of this society shall be as determined by the board of directors.
Section 3. Each chapter shall have included in its name the words "American Society of Extra-Corporeal Technology" or the letters "AmSECT" to indicate its affiliation as a chapter of AmSECT.
Section 4. There shall be no fixed jurisdiction in terms of geographical territory for chapters.
Section 5. No chapter shall be granted or permitted to retain a charter unless it shall consist of at least five (5) members in good standing. The charter of any chapter may be revoked by the national board of directors if the membership of a chapter falls below the prescribed minimum, or if it engages in any activity contrary to the objects of AmSECT or that jeopardizes the society's tax-exempt status.
Section 6. When a chapter desires to voluntarily relinquish its charter it shall send to the regional director of the region in which it is located a statement signed by the remaining members of the chapter stating that it wishes to relinquish its charter and certifying that all financial obligations of every sort have been discharged, the amount of any surplus in its treasury and that such surplus has been donated to the Research Grant Committee. This statement shall be accompanied by the chapter's charter from the society, the minute book and financial reports. The regional director shall notify the national president and the national office of the receipt of the request which shall be considered at the next meeting of the national board of directors.
Section 7. Each chapter shall keep on file with the national office a current copy of its bylaws. Failure of such chapter bylaws to meet the approval of the society shall be grounds for rejection of an application for charter or suspension or revocation of its charter as a chapter of the society. The bylaws of each chapter shall contain adequate provisions for the election of officers, assessment of dues and other fees if desired, for holding regular meetings, for promoting membership, for promoting the objects of AmSECT and for providing continuing education.
Section 8. Each chapter shall adopt the standard bylaws for affiliated chapters and shall abide by the articles of incorporation of the society and all provisions of the bylaws of the society.
Section 9. Any chapter may invite participation or official action by the national society in any issue of local origin whose determination may effect the interests of the membership of the national society as a whole, provided the extent of such participation or official action by the national society shall be as determined in the discretion of the Executive Committee or its authorized representative.
Section 10. Each chapter shall secure from its members and furnish to the national office periodically upon request such statistical reports as may be requested with the approval of the board of directors.
Section 11. All actions of each chapter shall be in complete conformity with the provisions of all applicable, federal, state and local laws and with the articles of incorporation and bylaws of the American Society of Extra-Corporeal Technology; with the best interests of the perfusion community; and with the highest standards of business and professional ethics.
Section 12. In the case of a violation of law or these principles by a chapter, the course of action available to the society shall be termination of the affiliation of such chapter with the society by suspension or revocation of its charter.
Section 13. Termination of the affiliation of any chapter, voluntarily or involuntarily, shall not effect in any way its contracts, debts or liabilities as an autonomous entity.
Section 14. Each member of each chapter shall be a member of the national society in good standing and upon termination of membership in the national society shall cease to be a member of any chapter of the society.
Section 2. The officers shall be elected by mail ballot, for a term of two (2) years or until their successors are elected except the president-elect, who shall serve a term of one (l) year.
Section 3. The president-elect shall be elected in the odd numbered years for a term of one (l) year and shall assume office at the close of the meeting at which elected and shall become president at the conclusion of that term.
Section 4. The secretary shall be elected in the even numbered years for a term of two (2) years and shall assume office at the conclusion of the meeting at which elected.
Section 5. The treasurer shall be elected in the even numbered years for the term of two (2) years and shall assume office at the conclusion of the meeting at which elected.
Section 6. Should a vacancy occur in any office during the first 75% of the term, such vacancy shall be filled by plurality mail ballot vote of the membership in accordance with policies and procedures established by the Ethics/Nominating Committees. Should a vacancy occur during the last 25% of the term, except in the office of president-elect, such vacancy shall be filled by majority vote of the board of directors. [If the president does not complete the term of office during the year in which there is a president-elect, the president-elect shall fulfill the remainder of that term and then assume his/her normal term of office as president. The board of directors shall elect a member of the board to serve on the executive committee for the remainder of the unexpired president-elect term.] Should a vacancy occur in the office of president-elect at any time, it shall be filled by plurality mail ballot vote of the membership in accordance with policies and procedures established by the Ethics/Nominating Committees.
Section 7. A vacancy occurring from among the directors shall be filled by the zone which elected the director whose seat is vacant. Should a director relocate and reside in a new zone, he shall continue to hold his position on the Board for the remainder of his term.
Section 8. If an elected officer wishes to fill a vacancy, he must resign as of the result of the mail ballot, so that his office may be placed on the same ballot to fill the original vacancy and be voted upon for the unexpired portion of that term. The president may not resign his office to run for the office of president-elect.
Section 9. No member shall serve as both a national officer of the society and as a director of a region simultaneously.
Section 10. No officer shall hold more than one national office simultaneously.
Give notice of and attend all meetings of the society, keep a record of all proceedings, attest documents and perform such other duties as are usual for such officers or as may be duly assigned to such officers.
Section 4. The treasurer shall:
Preside at all meetings of the society in the absence of the president and president-elect and serve as chairman of the finance committee and perform such other duties as are usual for such officers or as may be duly assigned to such officers.
Section 2. The committee shall submit at least one (l) name for each office to be filled. The report of the committee shall be published with the official call to convention.
Section 3. The Nominating Committee shall cause to have printed a ballot listing the candidates for each office. This ballot shall be mailed to the last listed address of all eligible voters thirty (30) days prior to the annual meeting.
Section 4. Election shall be by mail ballot, by plurality vote, under the direction of the Ethics Committee, assisted by the Nominating Committee, provided that at least ten (10) percent of the voting membership so votes. Votes for write-in candidates shall be counted among the valid votes cast, provided a "Willingness to Serve" form, executed by the write-in candidate is presented to the secretary prior to the announcement of the election results and the candidate meets the qualifying requirements.
Section 5. Ballots shall be returned to the national office no later than five (5) days before the date of the annual meeting, and shall be counted at the annual meeting by those authorized to do so and the presiding officer shall announce the results of the election at the corporate meeting of the convention.
Section 6. Only ACTIVE or LIFE members may be elected to office or a directors position.
Section 2. Directors shall receive no compensation for their services as directors. Reimbursement of expenses incurred in the performance of their duties may be authorized by the board of directors. Nothing herein shall preclude a director from serving the society in any other capacity and receiving compensation for such service.
Section 3. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver an instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 4. No loan shall be contracted on behalf of the corporation unless authorized by the board of directors. Such authority may be general or confined to specific instances.
Section 5. All checks, drafts or orders for the payment of money, notes 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.
Section 6. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation, in such bank, savings institutions, trust company, or other depositories as the board of directors may select.
Section 2. Other meetings of the board may be called by either the president or by a majority of the board. The time and place of such meetings shall be fixed by the president.
Notice of all special meetings of the board of directors shall be sent by mail or other mode of transmittal to each member of the board at their last recorded address at least ten (10) days in advance of such meeting.
Section 3. Action may be taken by the board of directors in accordance with the bylaws and/or the Minnesota statutes as may from time to time be amended (i.e. by written or verbal electronic communications).
Section 4. A quorum for the transaction of business of the board of directors is a majority of the membership of such board.
Section 5. An Executive Committee comprised of the president, the president-elect, the secretary and the treasurer shall act in the management of the business of the corporation only in the interval between meetings of the board. In the years when there is no president-elect, a board member shall be elected by the board of directors at the post-convention board of directors meeting to sit upon the Executive Committee. The Executive Committee will at all times be subject to the control and direction of the board of directors.
The Strategic Planning Committee is responsible for developing a long range management plan and budget requirements in consultation with the president and proposed committee chairmen and the publications editors. The plan must be developed prior to the president-elect's first board meeting as president at the annual meeting and be distributed thirty (30) days prior to the board meeting.
Section 7. The Finance Committee shall consist of the Executive Committee. The treasurer shall serve as the chairman.
Section 8. In the event there is a vacancy in any of the elected committees the vacancy shall be filled for the remainder of the year by a member elected by the Board of Directors. If the vacancy occurs within the bylaws committee, at the end of the year the bylaws committee will be placed on the ballot to be voted on for the regular three (3) year term.
Section 9. The president shall be an ex-officio member of every committee except the Nominating Committee and the Ethics Committee and shall be notified of their meetings. All committees shall report to the board of directors.
Section 2. If the board of directors approves the proposed bylaws amendment by a majority vote, the text of the same shall be printed upon the Notice of Meeting and sent to the membership for the next annual meeting with a notice that the members be asked to discuss and amend the proposed amendments.
Section 3. The revised amendments will be sent to the entire voting membership with a mail ballot within 14 days of the annual corporate meeting for a vote. The amendments which receive the affirmative vote of two-thirds (2/3) of the submitted ballots thereon shall be adopted. All amendments so adopted shall become effective immediately unless the amendment specifies otherwise.
Section 4. If a proposed amendment is not approved by the board of directors, upon petition by 10% of the voting members, the proposed amendment will be submitted directly by the Bylaws Committee to the membership for a vote in accordance with paragraphs 2 and 3 above.