Bylaws

Bylaws of the Society For Biomaterials
as amended April 7, 2017

TABLE OF CONTENTS

Article I - Offices
Article II - Members

Article III - Meetings of Members

Article IV - Government of the Society

Article V - Board of Directors

Article VI - Officers

Article VII - Council

Article VIII - STANDING COMMITTEES

Article IX - Special Interest Groups

Article X - Contracts, Checks, Deposits and Funds

Article XI - Books and Records
Article XII - Fiscal Year
Article XIII - Seal
Article XIV - Waiver of Notice
Article XV - Parliamentary Authority
Article XVI - Amendments to Bylaws
Article XVII - Dissolution

 

BYLAWS

ARTICLE I - OFFICES

The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office and the registered agent may be changed from time to time by the Board of Directors. The corporation may have such other offices, including the principal office, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

ARTICLE II - MEMBERS

Section 1. Classes of Members
The corporation shall have four classes of members and the annual period of membership shall coincide with the fiscal year of the Society. The designation of such classes and the qualifications of the members of such classes shall be as follows:

Active Members - Any person not currently a full time student who has an interest in the field of biomaterials shall be eligible to be an active member.
Senior Members - Any active member in good standing who has (a) attained the age of sixty-five years and has been an active member for five or more years; or (b) retired from active professional life; upon request may be classified as a senior member. Senior members shall be excused from the payment of that portion of their dues allocated to the Society. Senior Members shall have all the rights and privileges accorded to Active Members by these Bylaws.
Associate Members - Any full time student who is interested in the field of biomaterials shall be eligible to be an Associate Member. In addition, any recent graduate, if not currently employed or pursuing additional training in the field of biomaterials, is eligible for Associate Membership.
Honorary Members - Any person who has rendered special meritorious service to the Society or who has performed unusual work evidencing a high degree of achievement in the field of biomaterials may be elected an honorary member by the voting membership upon the recommendation of the Council. Honorary members shall be excused from the payment of dues.

Section 2. Voting Rights and Holding Office
Each active member in good standing shall have one vote on each matter submitted to a vote of the members and shall be eligible to hold office in the Society. An honorary or associate member shall have no voting rights and shall not hold office in the Society; however, an Associate Member may be appointed to serve on committees.

Section 3. Termination of Membership
Any member of the Society may be censured, suspended, or expelled for professional misconduct or for misconduct in relation to the objectives and purposes of the Society, or for any other good cause by a vote of not less than three-fourths of the membership in attendance at any official meeting of the members of the Society. The procedure to be followed in the censure, suspension, or expulsion of any member shall be as follows:

Charges must be made in writing, fully describing the offense, signed by a member in good standing and filed with the Secretary to the Society.
Upon receipt of the written complaint, the Secretary shall send a copy to the Chairperson of the Membership Committee and to the accused member.
If the charges warrant investigation (by majority vote of the Membership Committee), a reasonable time and place for a hearing will be set and all involved parties will be notified.
The Membership Committee at the hearing shall carefully consider the charges, which must be supported in person by the accuser. It shall likewise consider any evidence submitted in defense by the accused. The accused member should be present at the hearing but shall not be denied the right of presenting evidence in absentia if unable to personally attend the hearing.
Within thirty days after the conclusion of the hearing, the Membership Committee shall prepare and present to the Membership a written report of its findings and recommendations.
The Membership will review the report and recommendations of the Membership Committee and make its determination as to the status of the accused party. If, after a three-fourths vote (by written ballot), the allegations are confirmed, the Membership shall determine the appropriate penalty (by three-fourths vote) and direct the Secretary-Treasurer to notify the accused member of its action.

Section 4. Resignation
Any member may resign by filing a written resignation with the principal office of the Society at least sixty days prior to the effective date of such resignation, but such resignation shall not relieve the member so resigning of the obligation to pay annual dues, if any, theretofore accrued and unpaid.

Section 5. Reinstatement
Upon written request of a former member, filed with the principal office of the Society, the Council, by the affirmative vote of a majority of those present at any regularly constituted meeting, may reinstate the member to membership upon such terms as it deems appropriate.

Section 6. Transfer of Membership
Membership in the corporation is not transferable or assignable. Upon written request of a member filed with the principal office of the Society, the Council, by the affirmative vote of a majority of those present at any regularly constituted meeting, may change such member from one class of membership to another, provided such member is then qualified for election to membership in the class to which the change is made.

Section 7. Failure to Pay Dues
Failure to pay dues for one year shall be prima facie cause for termination of membership. The Council, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who fails to pay dues for one year.

ARTICLE III - MEETINGS OF MEMBERS

Section 1. Annual Meeting
An annual meeting of the members shall be held on such day and time as the Council may determine.

Section 2. Special Meetings
Special meetings of the members may be called by the President, the Council, or not less than 25 percent of the members having voting rights.

Section 3. Place of Meeting
The Council may designate any place, either within or without the State of Texas, as the location of any annual or special meeting of the members.

Section 4. Notice of Meetings
Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than thirty nor more than sixty days before the date of such meeting, by or at the direction of the President, Secretary, or the officers or persons calling the meeting. In case of a special meeting, or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. Notification of the Annual Meeting shall be made in the official news magazine of the Society and in the mail ballot for election of officers of the Society.

Section 5. Quorum
The presence of not less than fifty (50) active members of the Society shall be necessary to constitute a quorum for the transaction of business. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 6. Ballots and Proxies
Mail, facsimile or electronic mail ballots for election of officers of the Society requiring membership approval shall be sent to the membership at least six (6) weeks before the Annual Meeting. These ballots shall be constructed such that membership in the Society is verifiable and the ballot anonymous. User authenticated web based balloting may also be employed. The results of the election shall be presented by the Chairperson of the Nominating Committee to the membership at the time of the Annual Meeting.

Should a majority vote not be received by a single candidate, a paper ballot election shall be taken at the Annual Meeting, provided a quorum is present at the Meeting, to elect said officers and act on such business transactions as in the ballot, and conduct the business of the Society.

At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her duly authorized agent or attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors may determine that any vote of the members may be conduicted by mail, facsimile or electronic mail.

Section 7. Manner of Acting
A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by the bylaws. In the event that more than two options are to be voted upon, the option obtaining the plurality of votes, on the first ballot, shall be adopted. If the first ballot results in a tied vote, then the membership shall vote only on the tied options.

ARTICLE IV - GOVERNMENT OF THE SOCIETY

Section 1. General Powers
The government of the Society shall be in the hands of two bodies: the Board of Directors and the Council. The Board of Directors shall be responsible for the day to day operations and fiscal management of the corporation while the Council shall be responsible for the content and the general direction of the programs of the Society.

ARTICLE V - BOARD OF DIRECTORS

Section 1. General Powers 
The day to day operations and fiscal management of the corporation shall be managed by a Board of Directors. Directors need not be residents of the State of Texas.

Section 2. Number, Tenure and Qualifications 
The Directors of the Society shall be the President, the President-Elect, the preceding President, the Second Past President, the Secretary-Treasurer, the Secretary-Treasurer-Elect,the Member-at-Large, and the Special Interest Group Representative.

Section 3. Meetings 
A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, proximate in time with the annual meeting of members; exact time, location, and date to be established by the Board. The Board of Directors may provide by vote the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such vote. Special meetings of the Board of Directors may be called by or at the request of the President, any three Directors, or the Council. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meeting of the Board called by them. The Board shall consider, advise and recommend pertinent vendors and volunteers on matters pertaining to the Society meeting(s), exhibition(s) and all related activities.

Section 4. Committees of Directors 
The Board of Directors, by vote adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said vote shall have and exercise the authority of the Board of Directors in the management of the corporation, except that no such committee shall have the authority of the Board of Directors in reference to electing, appointing, or removing any member of any such committee or any Director or Officer of the corporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any vote of the Board of Directors or of the Council, which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.

Section 5. Notice 
Notice of any special meeting of the Board of Directors shall be given at least ten days prior thereto by written notice delivered personally or sent by mail, telegram, or facsimile to each Director at the address as shown on the records of the corporation. Any Director may waive notice of any meeting. 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

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, but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting 
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 these bylaws or the Texas Non-Profit Corporation Act.

Section 8. Vacancies 
Any vacancy occurring in the Board of Directors shall be filled by the Council, and any directorship to be filled by reason of an increase in the number of directors shall be filled by appropriate vote of a majority of the active members at a special meeting called for that purpose. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Section 9. Compensation 
Directors, as such, shall not receive any stated salaries for their services, but by vote of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE VI - OFFICERS

Section 1. Officers 
The Officers of the corporation shall, with the exception of the Special Interest Group Representative and Editors for each standing Publication of the Society, all be elected by the general membership and shall consist of

The President
The President-Elect
The Secretary-Treasurer
The Secretary-Treasurer-Elect
The Editor for each standing Publication of the Society
The Member-at-Large
The Special Interest Group Representative

The Special Interest Group Representative shall be elected by the members of the Special Interest Group Committee, in accord with Article IX, Section 2.

The Editor for each standing Publication of the Society shall be an honorary officer and shall be elected by a vote of the Council of the Society, in accord with Article VII, section 8.

Section 2. Election and Term of Office 
Except as noted in Article VI, Section 1, the Officers of the corporation shall be elected for the terms of office by the membership from candidates nominated to the Awards, Ceremonies & Nominations Committee. Each Officer shall hold office until a successor shall have been duly elected or appointed and shall have qualified. Any two or more offices may be held by the same person except the office of President and Secretary-Treasurer. Only active members of the Society in good standing may hold office in the corporation. Aside from the office of President and Secretary-Treasurer, any officer may be re-elected in succeeding years.

Section 3. Removal 
Any Officer elected or appointed may be removed by action of the electors or appointers after application of the grievance mechanism as outlined in Article II, Section 4, 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 Council for the unexpired portion of the term.

Section 5. Responsibilities and Duties of Officers

President 
The President shall, in general, supervise and control all of the business and affairs of the corporation and shall preside at all meetings of the members and of the Board of Directors and of the Council. The President may sign, with the Secretary-Treasurer or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation, and in general shall perform all duties as may be prescribed by the Board of Directors from time to time. The term of office shall be for a period of one year without succession. 

President-Elect 
The President-Elect shall become familiar with the duties of the President and shall at all times cooperate and assist with the duties of that office. In the absence of the President, the President-Elect shall preside at the meetings of the Society and the Council and the Board of Directors, and perform the duties and exercise the powers of the President. The term of office shall be for a period of one year without succession. The President-Elect shall coordinate the duties of Council regarding the long-range direction and future of the Society. 

Secretary-Treasurer 
The Secretary-Treasurer shall have charge and responsibility for all funds and securities of the corporation. The Secretary-Treasurer will be the oversight officer for making arrangements to receive funds and give receipt of same. The Secretary shall in general perform the duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned by the President, by the Board of Directors, or by the Council. The Secretary-Treasurer shall be an ex officio member, but not chairperson, of the Finance Committee. 

The Secretary-Treasurer shall arrange to have the minutes of the meeting of the members of the Board of Directors and Council in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. As the custodian of the corporate records and of the seal of the corporation, the Secretary-Treasurer will make arrangements for the safekeeping of these items at the principal office of the Society, and see that the seal of the corporation is affixed to all documents, the execution of which, on behalf of the corporation under its seal, is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member, which shall be furnished to the principal office of the Society by such member; and in general perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned by the President, by the Board of Directors, or by the Council. The Secretary-Treasurer shall give a bond, if required by the Board of Directors, for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine with the cost of bonding to be paid by the Society. The term of office shall be for a period of two years without succession. 

Secretary-Treasurer-Elect 
The Secretary-Treasurer-Elect shall become familiar with the duties of the Secretary-Treasurer, shall cooperate and assist in carrying out the duties, and shall prepare for eventual succession to that office. In the temporary absence of the Secretary-Treasurer, the Secretary-Treasurer-Elect will perform the duties and exercise the duties of the office. The term of office shall be for a period of two years without succession. The Secretary-Treasurer-Elect shall be the chairperson of the Finance Committee. 

Editors 
Each standing publication of the Society shall have an editor who shall have a term of office in accordance with the specific requirements and directive of that publication. Each editor shall be an ex officio member of the Publications Committee. 

Member-at-Large 
The Member-at-Large shall serve as an unencumbered representative of the membership at meetings of both the Board of Directors and Council. The Member-at-Large shall serve for a period of one year. 

Special Interest Group Representative 
The Special Interest Group Representative shall represent the interest of the Special Interest Groups at meetings of the Board and to the Council, shall be the chairperson of the Special Interest Groups Committee, and thus transmit to the Board and the Council a report on the status and needs of the Special Interest Groups and conversely how each of the Special Interest Groups may facilitate the objectives of the Board and Council. The term of office shall be for a period of two years.

ARTICLE VII - COUNCIL

Section 1. General Powers 
The content and the general direction of the programs of the Society shall be supervised and managed by a Council. The Council shall have and exercise all the powers and authority of supervision and management not specifically granted or reserved to the Board of Directors and not otherwise provided for by the Charter, the bylaws, or the laws of the State of Texas. Council shall be responsible for the development and implementation of a long range or strategic plan.

Section 2. Composition 
The Council shall be composed of the Officers, the Directors, and the Chairpersons of each Standing Committee. In addition, the National Student Chapter President shall be a voting non-obligated ex officio member to Council and a member, but not chairperson, of the Education and Professional Development Committee.

Section 3. Tenure and Qualification 
Membership on Council of a person whose term of office expires for any reason shall thereupon terminate, and a duly qualified successor in office, if any, shall become a member of Council.

Section 4. Regular Meetings 
A regular annual meeting of the Council shall be held without other notice than this bylaw at the time of, and at the same place as, the annual meeting of members. The Council may provide by vote the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Council without other notice than such vote.

Section 5. Special Meetings 
Special meetings of the Council may be called by or at the request of the President or any four members of the Council. The person or persons authorized to call special meetings of the Council may fix any place, either within or without the State of Texas, as the place for holding any special meeting of the Council called by them.

Section 6. Notice 
Notice of any special meeting of the Council shall be given at least ten days prior thereto by written notice delivered personally or sent by mail, telegram, or facsimile to each Council member at the address as shown on the records of the corporation. Any Council member may waive notice of any meeting. The attendance of a Council member at any meeting shall constitute a waiver of notice of such meeting, except where a Council member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any special meeting of the Council must be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum 
A majority of the Council shall constitute a quorum for the transaction of business at any meeting of the Council, but if less than a majority of the Council are present at said meeting, a majority of the Council members present may adjourn the meeting from time to time without further notice.

Section 8. Manner of Acting 
The act of a majority of the Council members present at a meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number is required by these bylaws.

Section 9. Compensation 
Members of the Council, as such, shall not receive any stated salaries for their services, but by vote of the Council, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Council but nothing herein contained shall be construed to preclude any Council member from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE VIII - STANDING COMMITTEES

Section 1. Composition and Number of Committees 
There shall be thirteen standing committees:

Awards, Ceremonies & Nominations Committee
Membership Committee
Bylaws Committee
Publications Committee
Finance Committee
Education and Professional Development Committee
Liaison Committee
Program Committee
President's Advisory Committee
Industrial Affairs Committee
Special Interest Group Committee
Audit Committee

Section 2. Awards, Ceremonies & Nominations Committee 
Duties: The Awards, Ceremonies & Nominations Committee shall have two duties:

To solicit and nominate to Council the names of individuals for officers of the Society. At least two individuals shall be nominated for each position. A brief description of each candidate's qualifications for office shall be included for the Council's review, as well as for inclusion in the ballot. Such ballot shall be generated by the Committee for distribution to the general membership and shall include provision for write-in candidates for each office.
To solicit and nominate to Council the awardees for the Annual Clemson Awards for basic research, applied research, and contribution to the literature, as well as any Student Awards and other appropriate awards which shall be given.

In addition, the Awards, Ceremonies & Nominations Committee shall arrange for such other awards ceremonies and awards as the Council finds to be appropriate, including obtaining and presenting the award gavel to the outgoing President, ordering plaques, and appointing persons to present awards. Not later than nine weeks prior to each annual meeting of the members, the Awards, Ceremonies & Nominations Committee shall submit to the Council the names of consenting nominees for officers of the Society. This committee shall meet the requirements of Article III, Section 6 in cooperation with the principal office of the Society. 
Composition: The number of members of the Awards, Ceremonies & Nominations Committee shall be five with four members being elected at the Annual General meeting from six or more nominations from the floor. These committee members shall serve with the chairperson who shall be a past president and shall have been appointed by the President. Additionally, the Committee shall include, in a non-voting capacity, one member from Clemson University , to advise on matters of Clemson awards. This member shall assure proper communication with the President of Clemson University.

Section 3. Membership Committee 
Duties: The Membership Committee shall promote membership in the corporation and make recommendations to the Council on policy matters pertaining to membership, maintenance and termination. 
Composition: The Membership Committee shall consist of five members. The Chairperson shall be appointed annually by the President and should be a member of the committee from the prior year. This Chairperson shall recommend to the President the remaining four committee members to be appointed.

Section 4. Bylaws Committee 
Duties: The Bylaws Committee shall consider and report on questions and problems arising with respect to the bylaws of the corporation and shall make recommendations for revisions to the Council. The chairperson of the Bylaws Committee shall serve as the Parliamentarian of the Society. 
Composition: The Bylaws Committee shall consist of five members with the Chairperson being appointed annually by the President. This Chairperson shall recommend to the President the remaining four members to be appointed.

Section 5. Publications Committee 
Duties: The Publications Committee shall consider and recommend to the Council policies and procedures under which technical papers, reports, discussions, and other literature resulting from the activities of the corporation and its members shall be edited, produced, and distributed, with the objective of publishing information which in quality and quantity will be of maximum service to members in the field of biomaterials. 
Composition: The Publications Committee shall be composed of all the Editors of Society publications as ex officio members plus three active members. The Chairperson of the Publications Committee shall be appointed by the President in term, with Board approval, to serve a term of four years. The Chairperson shall annually recommend to the President one new active member to be appointed for a term of three years. The unexpired term of an interim vacancy shall be filled by appointment by the President with the advice and consent of the Council.

Section 6. Finance Committee 
Duties: The Finance Committee shall supervise the financial affairs of the corporation and advise and make recommendations to the Board of Directors and the Council concerning the financial affairs of the corporation. 
Composition: The Finance Committee shall be composed of the Secretary-Treasurer-Elect as Chairperson, plus at least three other members, but no more than are necessary to accomplish the goals of the Committee, to be appointed annually by the President on the recommendation of the Chairperson. Additionally, the Secretary-Treasurer shall serve as ex officio member of this Committee.

Section 7. Education and Professional Development Committee 
Duties: The Committee shall consider, advise, and make recommendations to the Council concerning professional standards and education in the field of biomaterials and shall be concerned with helping to direct members, including students in their professional development. The Committee will oversee procedures of associate members who are students and form student chapters and foster productive activities between the Society and its student chapters.
Composition: The Education and Professional Development Committee shall consist of at least five members, but no more than are necessary to accomplish the goals of the Committee, with the Chairperson being appointed annually by the President. This Chairperson shall recommend to the President the remaining members to be appointed. Said members shall be representative of the Society membership segments. The National Student Chapter President shall be an ex officio member to this Committee.

Section 8. Liaison Committee 
Duties: The Liaison Committee shall consider, advise, and make recommendations to the Council with respect to all aspects of the relationships between the corporation and other technical and professional societies. Additionally, one member of the Liaison Committee, appointed by the President, will serve as liaison between the Society and other standards making organizations on matters affecting the development and establishment of standards relating to or associated with biomaterials. 
Composition: The chairperson of the Liaison Committee shall be appointed to serve a four year term, such appointment being made by the President in term, starting in 1984 and every 4th year thereafter. The number of members of the Liaison Committee shall be four to be appointed annually by the President on the recommendation of the Chairperson.

Section 9. Program Committee 

Duties: The Program Committee shall promote, review and select scientific and technical papers for presentation at meetings of the corporation.
Composition: The Chairperson of the Program Committee shall be appointed by the President. The number of members of the Program Committee shall be at least three and shall include the Special Interest Group Representative.

Section 10. President's Advisory Committee 
Duties: The President's Advisory Committee shall consider, advise, and make recommendation to the Council concerning the development and establishment of a code of ethics for the Society and any breaches thereof. It shall consider and advise the Council on any matter requested by the President or Council and may consider and make recommendations to the Council on any matter it considers appropriate. 
Composition: The President's Advisory Committee shall be made up of all past presidents of the Society For Biomaterials with the Chairperson being the immediate Past-President.

Section 11. Industrial Affairs Committee
Duties: This committee shall consider, advise, and make recommendations to the Council on all matters of particular concern to those members of the corporation who are primarily interested in the manufacture of biomaterials.
Composition: The number of members of the Industrial Affairs Committee shall be at least five, but no more than are necessary to accomplish the goals of the committee, with the Chairperson being appointed annually by the President.

Section 12. Audit Committee 
Duties: The Audit Committee shall review the Society's annual audit, prepared by independent accountants, and report their findings to the Board of Directors, in writing, prior to the Spring Board of Directors meeting. Additionally, the Committee shall, in writing, make any recommendations for revising the Society's financial practices to the Board, the Secretary-Treasurer, and the Executive Director.
Composition: The Audit Committee shall be composed of three members - the 2nd past president serving as chair, one additional past-president selected by the chair, and the Member-at-Large. Any member of the Audit Committee who may have a conflict of interest (e.g., immediate past treasurer, close associate/relative of the treasurer) will be recused and a replacement appointed by the chair of the Committee.

Section 13. Other Committees 
Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed in such manner as may be designated by a vote adopted by Council. Except as otherwise provided in such vote, members of each such committee shall be members of the Society, and the President shall appoint the members thereof and shall designate one of the appointees as chairperson. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 14. Term of Office 
Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until a successor is appointed, unless the committee shall be sooner terminated or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 15. Vacancies 
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 16. Quorum 
Unless otherwise provided in the vote designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 17. Rules 
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors or by the Council.

ARTICLE IX - SPECIAL INTEREST GROUPS

Section 1. Special Interest Group Members

Section 1a. Classes of Special Interest Group Members 
The Special Interest Groups shall have two classes of members and the annual period of membership shall coincide with the fiscal year of the Society. The designation of such classes and the qualifications of the members of such classes shall be as follows:

Active Special Interest Group Members - Any person, who has made significant contribution in the field of biomaterials and is an active, senior, or honorary member of the Society, shall be eligible to be an active member of a Special Interest Group.
Associate Special Interest Group Members - Any person who is interested in the field of biomaterials, such as students and others in training, and who is an associate member of the Society, shall be eligible to be an associate member of a Special Interest Group.

Section 1b. Enrollment of Special Interest Group Members
Any person may enroll in any Special Interest Group(s) by submitting a completed application form to the Society Business Office. The type of Special Interest Group membership granted to that individual will be based on their current class of membership in the Society.

Section 1c. Voting Rights and Holding Office 
Each Active Member in good standing of a Special Interest Group shall have one vote on each matter submitted to a vote of the members of that Special Interest Group and shall be eligible to hold office in that Special Interest Group. An Associate Member in good standing for one year in the Special Interest Group may vote and hold office in that Special Interest Group.

Section 1d. Termination of Membership 
Any Active or Associate Member of a Special Interest Group shall have their membership in the Special Interest Group terminated if their membership in the Society is terminated.

Section 1e. Transfer of Special Interest Group Membership 
Membership in the Special Interest Group is not transferable or assignable. Upon written request of a Special Interest Group member to the Society Business Office, such member may change from one class of membership to another (e.g. associate to active), provided a similar change in their Society membership has been previously approved by the Society.

Section 1f. Failure to Pay Special Interest Group Dues 
Failure to pay Special Interest Group dues, if assessed, for one year shall be prima facie cause for termination of Special Interest Group membership. The elected officers of the Special Interest Group, by a majority of those present at any regularly constituted meeting, may terminate the Special Interest Group membership of any member who fails to pay dues for one year.

Section 2. Special Interest Group Officers Committee and Chair

Duties: This Special Interest Group committee shall represent the interests of each Special Interest Group, shall report on the activities and needs of the Special Interest Groups, and shall facilitate communication between Special Interest Groups, Council and Board.

Composition:Members shall be the Special Interest Group Representative and the current chairpersons of all the Special Interest Groups. The Special Interest Group Representative shall chair the committee.

Special Interest Group Chair: Every two years, the committee shall elect the Special Interest Group Representative who shall serve as the chair of the SIG Committee and an Officer and Director of the Society. Candidates for Special Interest Group Representative shall include all current Special Interest Group chairpersons and individuals who have served as a Special Interest Group chairperson within the 3 years immediately prior to the election.

Section 2a. Annual Meetings of the Members of Each Special Interest Group 
An annual meeting of the members of each Special Interest Group shall take place at the Annual Meeting of the Society in each year beginning with the year 1997.

Section 2b. Annual Meetings of the Special Interest Group Chairs 
An annual meeting of the chairs of the Special Interest Groups shall be held during the annual Society meeting in each year beginning with the year 1997, on such day and time as the Special Interest Group Representative to Council determines in discussion with the Program Chair of the Society Annual meeting.

Section 2c. Special Meetings of a Special Interest Group 
Special meetings of the Special Interest Group members may be called by the Special Interest Group Representative to Council, the Special Interest Group Committee, or not less than 25 percent of the members of the Special Interest Group having voting rights.

Section 2d. Quorum 
The presence of not less than 5% of the active membership, but at least 3 active members of a Special Interest Group shall constitute a quorum. If a quorum is not present at any meeting of Special Interest Group members, a majority of the members present may adjourn the meeting to a later time.

Section 3. Officers of Special Interest Groups

Section 3a. Officers 
The officers of a Special Interest Group shall be elected by the general membership of the group and shall consist of

The Special Interest Group Chairperson
The Special Interest Group Vice-chairperson
The Special Interest Group Secretary-Treasurer
The Special Interest Group Program Chair
The Special Interest Group First Past Chairperson

Section 3b. Election and Term of Office
The officers of a Special Interest Group shall be elected for the terms of office by the membership of the Special Interest Group. Each officer shall hold office until a successor shall have been duly elected or appointed to the office. Any two or more offices may be held by the same person except the office of Chairperson and Secretary-Treasurer. Any officer may be re-elected in succeeding years.

The manner of election of Special Interest Group officers shall be by mail or electronic mail ballot, as determined by the Secretary-Treasurer of the Society. The Secretary-Treasurer shall cause, by way of the [association] office or any other appropriate means, a call for nominations for each Special Interest Group officer slate. Call for nominations shall occur no less than 60 days prior to the issuance of the ballots. The Secretary-Treasurer shall be responsible to ensure the integrity of the method of balloting to ensure only eligible members of each Special Interest Group may vote and that ballots are maintained anonymous to the candidates. Should any Special Interest Group return ballots from less than 20% of the eligible voting members, the election will be deemed invalid and the election will be rescheduled. Notice of the reballoting will be sent to all eligible voting members in a manner that ensures receipt by the members. Should a Special Interest Group submit less than 20% of eligible ballots on the second balloting, the Special Interest Group will be suspended pending termination by or appeal to Council.

The term of office for all positions listed in Section 3a. Officers shall be for two years.

Section 3c. Removal from Office 
Any officer elected or appointed may be removed by action of the electors or appointers after application of the grievance mechanism as outlined in Article II, Section 4 .

Section 3d. Vacancies 
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Special Interest Group at its next meeting.

Section 4. Formation of a Special Interest Group

On petition to Council by the Special Interest Group Representative to Council supported by a nominating number of 20 active members of the Society, Council, by appropriate vote of the majority of its number, can approve formation of a Special Interest Group.

Section 5. Termination and Dissolution of a Special Interest Group

Section 5a.Suspension of a Special Interest Group 
Failure of a Special Interest Group to elect officers in a timely manner shall be a prima facie cause for suspension of the Special Interest Group.

Failure of a Special Interest Group to maintain a membership of 20 active members for two successive years shall be prima facie cause for suspension of that Special Interest Group.

Section 5b. Dissolution of a Special Interest Group 
The Council, by appropriate vote of the majority of its number, can approve dissolution of a suspended Special Interest Group.

Section 6. Communications, Social Networking and Website
Members of Special Interest Groups will be authorized to communicate through email, social networking sites, and the SFB website.

 

ARTICLE X - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts 
The Board of Directors may authorize any officer or agent of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. 
The Secretary-Treasurer is authorized to supervise the execution of all checks, drafts, and electronic and other forms of fund transfer issued in the name of the corporation. Within 3 months of taking office, the Secretary-Treasurer shall propose to the Board of Directors any changes that the Secretary-Treasurer deems necessary to the operating protocols that provide oversight of the corporation's financial transactions. Protocol changes may provide for different approval levels and additional signatories for checks, drafts, and electronic or other forms of fund transfer. Operating protocols proposed by the Secretary-Treasurer require review and approval by a two-thirds majority of the Board of Directors before taking effect. The operating protocols in effect shall be published in an official publication of the Society.

Section 3. Deposits 
All funds of the corporation shall be deposited promptly to the credit of the corporation in such banks, 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 device for the general purposes, or for any special purpose, of the corporation.

Section 5. Annual Dues 
The Council, by appropriate vote of two-thirds of its number, may determine in each fiscal year of the corporation the amount of annual dues, if any, payable to the corporation by members of each class except senior members and honorary members during such fiscal year. Dues amelioration for those who qualify for active membership may be made upon application to the Council.

Section 6. Annual Dues for Special Interest Group Membership 
The Council, by appropriate vote of two-thirds of its number, may determine in each fiscal year of the corporation the amount of annual dues, if any, payable to the corporation by members of each class of each Special Interest Group during such fiscal year.

Section 7. Bonding 
Individuals with fund transfer authority shall be bonded.

ARTICLE XI - BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, Council, and committees having any of the authority of the Board of Directors and shall keep at its registered or principal office a record giving names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XII - FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end at midnight on the last day of December.

ARTICLE XIII - SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "corporate seal".

ARTICLE XIV - WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act, or under the provisions of the articles of the incorporation or 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 XV - PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules or order the Society may adopt.

ARTICLE XVI - AMENDMENTS TO BYLAWS

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by three-fourths vote of the active members present at any annual or special meeting called for the purpose. Proposed amendments must be signed by at least six active members and distributed to the membership at least thirty days prior to the voting date.

ARTICLE XVII - DISSOLUTION

In the event the corporation shall be dissolved at any time hereafter, all assets of the corporation remaining after the application and distribution thereof required by the Articles of Incorporation and the Texas Non-Profit Corporation Act shall be distributed in accordance with the provisions of Article Nine of the Articles of Incorporation.

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