Amended And Restated Bylaws of The American Society For Artificial Internal Organs, Inc.
(a Florida not-for-profit corporation)
ARTICLE I: Purpose, Offices and Annual Conference
ARTICLE II: Membership
ARTICLE III: Trustees
ARTICLE IV: Officers
ARTICLE V: Committees
ARTICLE VI: Corporate Records and Member Inspection Rights
ARTICLE VII: Indemnification
ARTICLE VIII: Miscellaneous
ARTICLE IX: Amendment
Purpose, Offices and Annual Conference
Section 1. Purpose. The American Society for Artificial Internal Organs, Inc. (hereinafter the “Society” or the “Corporation”) is organized exclusively for educational and scientific purposes. The Society promotes the development, application and awareness of organ technologies which enhance quality and duration of life.
Section 2. Registered Office. The registered office of the Society shall be located in the State of Florida.
Section 3. Other Offices. The Society may also have offices at such other places, either within or without the State of Florida, as the Board of Trustees of the Society (the “Board of Trustees”) may from time to time determine or as the business of the Society may require.
Section 4. Annual Conference. The Society intends to hold a conference every year at a site approved by the Executive Committee to serve as a forum for presentation of papers, discourse, and lectures on organ technologies and related activities and to otherwise conduct its business affairs (the “Annual Conferences”).
Section 1. Membership Requirements. The membership of the Society shall be open to all persons who are interested in the purposes and objectives of the Society and its related activities and otherwise meet the Society’s qualifications.
Candidates for membership in the Society must submit an official membership application in writing for review and acceptance by the Society. The application shall be regarded as a guarantee on the part of the applicant of his or her interest in the purposes of the Society and of his or her adherence to its Bylaws, rules and regulations.
The Society shall consist of Active, Honorary, and Senior Members.
Active Members. Members who are current in payment of annual dues may vote, register for and participate in the Annual Conference, and they may submit or sponsor abstracts for presentation. Active Members who are also residents of North America may hold office in the Society.
Senior Members. Members over age 65 or those who have retired from active professional life may, at their request, become Senior Members. Senior Members are not assessed dues, may not hold elective office and will not receive publications.
Honorary Members. This category of membership may be awarded by the Board of Trustees in recognition of special services rendered to the Society or for unusual work in a field of interest in the Society. No dues are assessed of Honorary Members, who have all the privileges of membership.
Section 2. Voting. All members of the Society in attendance at the annual business meeting of the Corporation (which is held during the Annual Conference) shall have the right to vote on the election of the members of the Board of Trustees.
Section 3. Dues and Benefits. The Society’s Executive Committee shall, from time to time, present recommendations to the Board regarding the annual dues, and rights and benefits of membership. The Executive Committee shall promulgate a schedule of annual dues, rights and benefits. The schedule may be amended from time to time by the Executive Committee. All dues are payable by January 1st of each year.
Section 4. Termination of Membership. Membership shall terminate upon death or resignation of a member or upon the failure of a member to pay annual dues within one year after the due date. Membership may also be terminated for other reasons approved by a majority vote of the Board of Trustees.
Section 5. Property Rights. No member shall have any right, title, interest or privilege of, in or to any of the property or assets, including any earnings or investment income of the Society, nor shall any of such assets or property be distributed to any member on the dissolution or winding up thereof.
Section 6. Liability of Members. No member of the Society shall be personally liable for any of the Society’s debts, liabilities or obligations, nor shall any member be subject to any assessment other than annual dues.
Section 7. Annual Business Meetings. All annual business meetings of the members of the Society for the election of trustees and for such other business as may properly come before the meeting shall be held each year at the Annual Conference or at such other time and place fixed, from time to time, by or on behalf of the Board of Trustees. Failure to hold annual business meetings does not cause a forfeiture or give cause for dissolution of the Society, nor does such failure affect otherwise valid corporate acts, except as set forth in Section 617.1430, Florida Statutes, relating to a deadlock among the trustees or members.
Section 8. Special Meetings. Special meetings of the members may be called by the Board of Trustees or the President. Special meetings of members may be held at such time and date, and at such place, within or without the State of Florida, as shall be designated by the Board of Trustees and set forth in the notice of meeting required pursuant to Section 8 of this Article. The call for the meeting shall be issued by the Secretary, unless the Board of Trustees or the President designate another person to do so.
Section 9. Notice. A written notice of each meeting of members shall be given to each member entitled to vote at the meeting at the address as it appears on the membership records of the Society, not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the President, the Secretary or the officer or persons calling the meeting. The notice so given shall state the date, time and place of the meeting and, in the case of a special members’ meeting, the purpose or purposes for which the meeting is called. If mailed, notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the member books of the Society, with postage thereon prepaid. If a members’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before an adjournment is taken.
Section 10. Waiver of Notice. Members may waive notice of any meeting before or after the date and time specified in the written notice of meeting. Any such waiver of notice must be in writing, be signed by the member entitled to the notice and be delivered to the Society for inclusion in the appropriate corporate records. Neither the business to be transacted at, nor the purpose of, any members’ meeting need be specified in any written waiver of notice. Attendance of a person at a members’ meeting shall constitute a waiver of notice of such meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
Section 11. Record Date. For the purpose of determining members entitled to notice of or to vote at a members’ meeting, to act by written consent or to take any other action, the Board of Trustees may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than seventy (70) days nor, in the case of a members’ meeting, less than ten (10) days, prior to the date on which the particular action requiring such determination of members is to be taken. If no record date is fixed for the determination of members entitled to notice of or to vote at a members’ meeting, then the record date for such shall be the close of business on the day before the first notice is delivered to members. A determination of members entitled to notice of or to vote at a members’ meeting is effective for any adjournment of the meeting unless the Board of Trustees fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
Section 12. Quorum. A majority of the members present at a meeting of the members shall constitute a quorum, provided however that in no event shall less than 3% of the members entitled to vote constitute a quorum.
Section 13. Voting. Except as otherwise expressly provided in these Bylaws, if a quorum is present, in person, the vote of a majority of the members present at the meeting and entitled to vote on the subject matter shall be the act of the members unless otherwise provided by law. Each member shall be entitled to one vote.
Section 14. Proxies. A member shall not be entitled to vote at any meeting of members by proxy.
Section 15. Member Action Without A Meeting. Any action required or permitted to be taken at any members’ meeting may be taken without a meeting, without prior notice and without a vote if the action is taken by no less than 3% of the members entitled to vote. In order to be effective, the action must be evidenced by one or more written consents describing the action to be taken, dated and signed by approving members having the requisite number of votes entitled to vote thereon, and delivered to the Secretary/Treasurer or other officer or agent of the Society having custody of the corporate minute book in which proceedings of meetings of the Society are recorded. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those members who have not consented in writing or who are not entitled to vote on the action, which notice shall comply with the provisions of the Florida Not For Profit Corporation Act.
Section 1. Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Society shall be managed under the direction of, the Board of Trustees. Trustees must be natural persons who are at least 18 years of age and are members of the Society, residents of North America, but need not be residents of Florida.
Section 2. Compensation. Unless specifically authorized by a resolution of the Board of Trustees, the trustees shall serve in such capacity without compensation. The trustees may be paid their expenses, if any, of attendance at each meeting of the Board of Trustees. No such payments shall preclude any trustee from serving in any other capacity and receiving compensation therefor.
Section 3. Number, Election & Term. The Society shall have a minimum of eleven (11) trustees and not more than twenty-one (21) trustees. The number of trustees of the Society shall be fixed from time to time, within any limits set forth in the Articles of Incorporation, by resolution of the Board of Trustees. Any decrease in the number of trustees shall not shorten the term of an incumbent trustee. Trustees shall be elected annually, at the annual business meetings of members of the Society, by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present, but with their terms commencing as of 12:01 a.m. on the day immediately following the Annual Conference. The terms of the trustees of the Society expire at 12:00 Midnight on the last day of each Annual Conference following their election at the annual member’s business meeting and when their successors are elected and shall qualify, or upon their earlier resignation, removal from office or death.
Section 4. Vacancies. Any vacancy occurring in the Board of Trustees, including a vacancy created by an increase in the number of trustees, may be filled by the affirmative vote of a majority of the remaining trustees, though less than a quorum of the Board of Trustees, or by the sole remaining trustee, as the case may be, or, if the vacancy is not so filled or if no trustee remains, by the members at an annual or special meeting called for that purpose. A trustee elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office. Any trusteeship to be filled by reason of an increase in the number of trustees may be filled by the Board of Trustees, but only for a term of office continuing until the next election of trustees.
Section 5. Removal of Trustees.
(a) Any member of the Board of Trustees shall be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the general membership.
(b) The notice of a meeting of the members to remove a trustee or trustees of the Board of Trustees shall state the specific trustee(s) sought to be removed.
(c) A proposed removal of a trustee at a meeting shall require a separate vote for each trustee sought to be removed. Where removal is sought by written agreement, a separate agreement is required for each board member to be removed.
(d) If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting.
(e) Any trustee who is removed from the board shall not be eligible to stand for reelection until the next annual business meeting of the members.
(f) Any trustees removed from office shall turn over to the Board of Trustees within 72 hours any and all records of the Society in his or her possession.
(g) If a trustee who is removed shall not relinquish his or her office or turn over records as required under this section, the circuit court in the county where the Society’s principal office is located may summarily order the trustee to relinquish his or her office and turn over corporate records upon application of any member.
Section 6. Quorum and Voting. A majority of the number of trustees fixed by or in accordance with these Bylaws shall constitute a quorum for the transaction of business at any meeting of trustees. If a quorum is present when a vote is taken, the affirmative vote of a majority of the trustees present shall be the act of the Board of Trustees.
Section 7. Deemed Assent. A trustee who is present at a meeting of the Board of Trustees or a committee of the Board of Trustees when corporate action is taken is deemed to have assented to the action taken unless (a) the trustee objects at the beginning of the meeting (or promptly upon his or her arrival) to the holding of the meeting or transacting specified business at the meeting, or (b) the trustee votes against or abstains from the action taken.
Section 8. Meetings. Regular and special meetings of the Board of Trustees and Executive Committee shall be held at the principal place of business of the Society or at any other place, within or without the State of Florida, designated by the person or persons entitled to give notice of or otherwise call the meeting. Meetings of the Board of Trustees or Executive Committee may be called by the President. A majority of the trustees present, whether or not a quorum exists, may adjourn any meeting of the Board of Trustees or Executive Committee to another time and place. Notice of an adjourned meeting shall be given to the trustees who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the trustees who were present. Members of the Board of Trustees (and any committee of the Board) may participate in a meeting of the Board (or any committee of the Board) by means of a telephone conference or similar communications equipment through which all persons participating may simultaneously hear each other during the meeting; participation by these means constitutes presence in person at the meeting.
Section 9. Notice of Meetings. Regular meetings of the Board of Trustees may be held without notice of the date, time, place or purpose of the meeting, so long as the date, time and place of such meetings are fixed generally by the Board of Trustees. Special meetings of the Board of Trustees must be preceded by at least two (2) days written notice of the date, time and place of the meeting. The notice need not describe either the business to be transacted at or the purpose of the special meeting.
Section 10. Waiver of Notice. Notice of a meeting of the Board of Trustees need not be given to a trustee who signs a waiver of notice either before or after the meeting. Attendance of a trustee at a meeting shall constitute a waiver of notice of that meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a trustee states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. The waiver of notice need not describe either the business to be transacted at or the purpose of the special meeting.
Section 11. Trustee Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Trustees (or a committee of the Board) may be taken without a meeting if the action is taken by the written consent of all members of the Board of Trustees (or of the committee of the Board). The action must be evidenced by one or more written consents describing the action to be taken and signed by each trustee (or committee member), which consent(s) shall be filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last trustee signs the consent, unless the consent specifies a different effective date.
Section l. Officers. The Society shall have a President, President-Elect and Secretary/Treasurer, each of whom (other than the President-Elect, who shall become President following their term as President-Elect) shall be elected by the Board of Trustees for a term of one year. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be elected by the Board of Trustees from time to time.
Section 2. Duties. The officers of the Society shall have the duties set forth below:
The President shall be the chief executive officer of the Society and shall have general and active management of the business and affairs of the Society subject to the direction of the Executive Committee and the Board of Trustees and such other duties as are commensurate with such position as may, from time-to-time, be determined by the Executive Committee by resolution.
The President-Elect shall automatically become President at 12:01 a.m. on the day following the Annual Conference following their election to the office of President-Elect. In the event of the death, absence, incapacity, inability or refusal to act on the part of the President, the President-Elect shall possess all the powers and perform all the duties of the President and shall have such other duties as are commensurate with such position as may, from time-to-time, be determined by the Executive Committee by resolution.
The Secretary/Treasurer shall be responsible for all of the corporate and financial records of the Society and shall have such other duties commensurate with such office as may be determined by the Executive Committee by resolution from time-to-time.
Section 3. Resignation of Officer. An officer may resign at any time by delivering written notice to the Society. The resignation shall be effective upon receipt, unless the notice specifies a later effective date. If the resignation is effective at a later date and the Society accepts the future effective date, the Board of Trustees may fill the pending vacancy before the effective date provided the Board of Trustees provides that the successor officer does not take office until the future effective date.
Section 4. Removal of Officer. The Board of Trustees may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may be removed by the appointing officer.
Section 5. Executive Director. The Corporation shall also have an Executive Director who has certain authority to sign on behalf of the Corporation as set forth by resolution by the Board. The Executive Director shall have general direction of, and supervision over, the day to day affairs of the Corporation. The Executive Director shall exercise such authority and perform such duties as expressed specifically in an Employment Contract.
Section 1. Executive Committee. There shall be an Executive Committee of the Board of Trustees consisting of at least five (5) members, four (4) of whom shall serve ex-officio, that is, by virtue of their offices with the Society. The Editor shall be a non-voting ex-officio advisor to the Executive Committee. The ex-officio members of the Executive Committee shall be the President, President-Elect, Secretary/Treasurer and Program Chairman. The other members of the Executive Committee shall be trustees elected by the Board of Trustees. The Executive Committee shall have and may exercise all the authority of the Board of Trustees in the intervals between meetings of the Board and shall direct the day to day activities of the Society, provided, however, that the Executive Committee shall have no authority to (i) approve or recommend to members actions or proposals required by the Florida Not For Profit Corporation Act to be approved by members; (ii) fill vacancies on the Board of Trustees or the Executive Committee thereof; or (iii) adopt, amend or repeal these Bylaws. The Executive Committee shall also act as the nominating committee and shall present a slate of proposed nominations for trustees at the annual members business meeting.
Section 2. Standing Committees. There shall be such other standing and special non-board committees whose function and authority shall be from time to time designated by the Board of Trustees or the Executive Committee by resolution. Such committees shall have such members as are appointed from time to time by the Executive Committee or the Committee Chairman, but in no event less than two (2) members. The responsibilities of each committee shall be determined by resolution of the Executive Committee from time-to-time.
Corporate Records and Member Inspection Rights
Section 1. Corporate Records.
(a) The Society shall keep as permanent records minutes of all meetings of its members, Board of Trustees and committees having any authority of the Board of Trustees, a record of all actions taken by the members or Board of Trustees without a meeting, and a record of all actions taken by a committee of the Board of Trustees in place of the Board of Trustees on behalf of the Society.
(b) The Society shall maintain accurate accounting records.
(c) The Society shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members in alphabetical order by class of voting members.
(d) The Society shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) The Society shall keep a copy of the following records:
(1) Its articles of incorporation and all amendments currently in effect.
(2) Its bylaws or restated bylaws and all amendments currently in effect.
(3) The minutes of all members’ meetings and records of all action taken by members without a meeting for the past three years.
(4) Written communications to all members generally or all members of a class within the past 3 years, including the financial statements furnished for the past 3 years.
(5) A list of the names and business street, or home if there is no business street, addresses of its current trustees and officers.
(6) Its most recent annual report delivered to the Department of State.
Section 2. Inspection Rights.
(1) A member of the Society is entitled to inspect and copy, during regular business hours at the Society’s principal office, any of the records of the Society described in Section 1(E) of Article VI of these Bylaws, if he or she gives the Society written notice of his or her demand at least 5 business days before the date of which he or she wishes to inspect a copy.
(2) A member of the Society is also entitled to inspect and copy, during regular business hours at a reasonable location specified by the Society, the minutes of meetings of the board of trustees, members or Board committees, accounting records, record of members and any other books and records of the Society, if the member meets the requirements of Florida law for such inspection.
Section 1. Right to Indemnification. Each person (including here and hereinafter, the heirs, executors, administrators, or estate of such person) (1) who is or was a trustee or officer of the Society and the Executive Director of the Society, (2) who is or was an agent or employee of the Society and as to whom the Society has agreed to grant such indemnity, or (3) who is or was serving at the request of the Society as its representative in the position of a director, officer, trustee, partner, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise and as to whom the Society has agreed to grant such indemnity hereunder, shall be indemnified by the Society as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Society to provide broader indemnification rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, losses, damages, costs and expenses, including attorneys’ fees, asserted against him or incurred by him in his capacity as such director, officer, trustee, partner, agent, employee or representative, or arising out of his status as such director, officer, trustee, partner, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled. The Society may maintain insurance, at its expense, to protect itself and any such person against any such fine, liability, cost or expense, including attorney’s fees, whether or not the Society would have the legal power to directly indemnify him against such liability.
Section 2. Advances. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in Section 1 of this Article in defending a civil or criminal suit, action or proceeding may be paid (and, in the case of trustees of the Society and such other persons who are entitled to indemnification hereunder, shall be paid) by the Society in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the Society as authorized by this Article, and upon satisfaction of other conditions established from time to time by the board of trustees or required by current or future legislation (but, with respect to future legislation, only to the extent that it provides conditions less burdensome than those previously provided).
Section 3. Savings Clause. If this Article or any portion of it is invalidated on any ground by a court of competent jurisdiction, the Society nevertheless shall indemnify each trustee of the Society and each other person entitled to indemnification hereunder to the fullest extent permitted by all portions of this Article that has not been invalidated and to the fullest extent permitted by law.
Section 1. Corporate Seal. The corporate seal of the Society shall be circular in form and shall include the name of the Society, the year incorporated, and the words “Florida,” “Corporate Seal” and “not-for-profit” embossed thereon.
Section 2. Fiscal Year. The fiscal year of the Society shall end on December 31 of each calendar year.
Section 3. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society shall be signed by the Executive Director or the Secretary/Treasurer or such other officer(s) or agent(s) of the Society as shall be determined from time to time by resolution of the Executive Committee.
These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by the members of the Corporation by a vote of seventy-five percent (75%) of those members present at the annual business meeting of the Corporation at which a quorum is present, provided the membership is informed of any such amendment(s) at least one month before the annual meeting.
Adopted and approved by the members
of the Corporation on May 2, 1996.