BYLAWS of the LEGAL PROFESSIONAL GROUP
A Professional Group of the American Society for Reproductive Medicine (ASRM)
ARTICLE I – NAME AND PURPOSE
Section 1. Name
This Professional Group shall be known as the Legal Professional Group (“LPG”), a Professional Group of the American Society for Reproductive Medicine (herein referred to as “the Society” or “ASRM”).
Section 2. Purpose
- The LPG’s purpose is to work collaboratively with ASRM members to raise awareness of, and to clarify the legal issues surrounding, assisted reproductive technologies (“ART”). The LPG’s mission is to promote ethical legal policies, practices, and protections for ART families, third-party collaborators and providers. It also seeks to broaden access to health care for those affected by infertility, reproductive or genetic disorders, and other challenges to their family building goals. Through advocacy and education, the LPG strives to enhance and contribute to the development of sound law and ethical legal practice in this evolving field.
ARTICLE II – MEMBERSHIP
Section 1 Membership Qualifications
Full membership is extended to all current active members of ASRM who are interested in fostering the goals of ASRM and LPG. Members may attend all general meetings, vote, chair or join a LPG committee, participate in the LPG Listserv, and contribute content to the LPG website. Members may be invited to represent the LPG on ASRM committees.
Section 2 Application for Membership
Application for membership may be made by submission of an application in writing to the ASRM on the form provided by the Society or Membership Committee and payment of the Society's and the LPG’s annual dues upon notification of membership approval. Application for membership may also be submitted online at www.asrm.org. Payment of applicable dues is a prerequisite of membership.
Section 3. Revocation of Membership
The LPG Executive Board, through the ASRM Board of Directors, shall have the power to issue a warning, censure, suspension for a stated period of time, or expulsion for failure to maintain the requirements for membership, for ethical violations, or for any other cause, which in its judgment, shall be deemed sufficient. Disciplinary actions shall be decided according to procedures established by the ASRM bylaws.
ARTICLE III - DUES
Section 1. Annual Dues
Payment of the ASRM and LPG annual dues constitutes membership in the LPG as well as provides the overall benefits of being a member of the ASRM, including the right to vote, hold office, receive all official publications of the LPG and ASRM, and receive other benefits of membership. The amount of LPG dues shall be set forth by LPG and may change from time to time.
Section 2. Default of Payment
Any member in default of payment of the ASRM annual dues and/or LPG dues, except in case of waiver by the ASRM Executive Director, shall be suspended from all privileges of membership. If such default is not corrected within sixty days after due notice from ASRM, the membership of such members may be revoked.
ARTICLE IV - OFFICERS
Section 1. Officers
The Officers of the LPG shall be Chair, Chair-Elect, Vice Chair, Secretary/Treasurer, Immediate Past Chair, Past Chair, and Member-at-Large. Collectively, the Officers shall constitute the Executive Board and shall be responsible for the ordinary business of the LPG. The Chair-Elect, Vice Chair and Secretary/Treasurer will automatically rotate to the next position in the order noted above the following year. The Member-At-Large shall serve for a one-year term. The Chair shall remain an Officer of the Executive Board for two terms after chairmanship as noted herein, thereby potentially holding a position on the Executive Board for a minimum a total of six years. Officers shall be elected by and from the active membership. The number of offices may be increased or decreased by an amendment to these Bylaws, except that the Officers currently serving in their offices will complete their terms before the amended changes are executed.
Section 2. Nomination and Election
a. First year of formal operation
In order to facilitate the timely business of the LPG, for the first year of formal implementation, an Officer shall be elected to fill each position of the Executive Board, that is, to assume the position of Secretary for one year, Vice-Chair for one year, Chair-Elect for one year, and Chair for one year. The Chair will also serve, the following year, as Immediate Past-Chair, and the following year, as Past-Chair. Nominations shall be made by the nominating committee, which shall consist of the “Executive Formation Committee” for the first year. The election will be held prior to LPG Annual Members Meeting, so that the newly elected Officers may assume the position at the Annual Members Meeting held at the ASRM Annual Meeting. These four officers shall be known at the Executive Board in this interim year. As Officers rotate in future years into the Immediate and Past Chair positions, they will also be a part of the Executive Board.
b. Executive Board Formation
Beginning with the first meeting subsequent to acceptance as a Professional Group within ASRM, two Officers shall be elected annually. One shall be elected as Secretary/Treasurer, and another as Member-at-Large for a one-year term. The incumbent Secretary/Treasurer shall move into the Vice-Chair position for the following year.
ARTICLE V - DUTIES OF OFFICERS
Section 1.General requirements of Executive Board members
Each Officer must make best efforts to attend the ASRM annual meeting every year that they are on the Board, and at a minimum must attend the ASRM annual meeting every other year while an Officer. Each Officer agrees to attend monthly board meetings, the annual Executive Board meeting, by conference call, Skype or in person, as scheduled by the Chair, and the annual ASRM professional group meeting as appropriate.
Section 2. Chair
The Chair shall be the principal executive officer of the LPG and shall generally supervise and control all the administrative matters and business affairs of the organization. The Chair shall serve as a primary liaison between ASRM at large and the LPG. The Chair shall implement policy as established by the Executive Board and the ASRM. The Chair shall preside at all general or specially-called meetings of the LPG Executive Board and at the annual meeting, and execute all conveyance notes, contracts, or other instruments authorized by the LPG Executive Board; perform and discharge all duties incident to the office of the Chair; and perform other such duties that may arise from the Executive Board of the ASRM. The Chair shall write the annual report of the LPG Executive Council submitted to its membership, the annual report submitted to the ASRM Executive Director and Board of Directors, and meet with the Executive Board and incoming president of ASRM at the annual Scientific Congress.
Section 3. Chair Elect
The Chair-Elect shall become familiar with the duties of the Chair and shall automatically succeed to the Chair's position at the conclusion of the Chair's term of office. In instances where
the Chair is not present or is not able to discharge Chair duties, the Chair-Elect shall perform the duties normally performed by the Chair. When so acting, the Chair-Elect shall have all the powers and be subject to all the restrictions of the Chair. The Chair-Elect shall assist the Chair as needed. The Chair-Elect will regularly review the LPG web page of the ASRM website to coordinate additions, deletions and changes of information with ASRM website personnel. The Chair-Elect may meet with the Executive Board of ASRM and its incoming president at the annual scientific meeting.
Section 4. Vice Chair
The Vice Chair shall oversee the committee chairs and receive reports of those chairs in accordance with policies set by the Executive Board. The Vice Chair will serve as liaison between the membership and the Executive Board and will perform other duties as assigned by the Chair and/or Executive Board.
Section 5. Secretary/Treasurer
The Secretary/Treasurer shall record and maintain the minutes of all meetings of the Executive Board, and distribute the minutes to the Executive Board. The Secretary/Treasurer shall maintain and archive the LPG treasury reports, as provided by the ASRM administrative liaison.
Section 6. Immediate Past Chair
The Immediate Past Chair (IPC) shall serve on the Program Committee and act as liaison for the Program Committee to the Executive Board. The IPC shall serve as the Scientific Congress program chair. The IPC, along with the Program Committee, shall be responsible for developing educational activities for consideration by the ASRM Scientific Congress Program Committee for inclusion in the Scientific Congress program that is held one year following the IPC’s term as Chair. The IPC’s duties include serving on the extended ASRM Scientific Congress Program Committee and in conjunction with the Program Committee, suggesting topics and presenters for lectures, symposia, interactive sessions, pre-congress courses, and roundtables.
Section 7. Past Chair
The Past Chair shall chair the Nominating Committee. As the Chair of the Nominating Committee, the Past Chair shall seat a committee of LPG members and develop a list of potential officers for the slate to be distributed for the annual election of Officers.
Section 8. Member at Large
The Member-at-Large shall be a past Officer of a professional group of ASRM, and shall serve on the Executive Board in an advisory capacity for a one-year term.
Section 9: Inability of Officer to Fulfill Duties
Should any Officer of the Executive Board be unable to fulfill his or her enumerated duties, upon his or her voluntary resignation, or upon a vote of a majority of the remaining members of the Executive Board requesting the resignation of that Officer, the Officer shall resign, and a substitute shall be appointed per Section Article VI, Section 5.
ARTICLE VI – EXECUTIVE BOARD
Section 1. General Powers
The affairs of the LPG shall be managed by its Executive Board, made up of the Chair, Chair-Elect, Vice Chair, Secretary/Treasurer, Immediate Past Chair, Past Chair and Member-at-Large.
Section 2. Regular Meetings
A regular meeting of the Executive Board shall be held without any other notice than these Bylaws during and at the same place as the ASRM annual meeting of the members. The Executive Board may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.
Section 3. Notice
Notice of any special meeting of the Executive Board shall be given at least one month previously thereto by written notice delivered personally, by email, or sent by mail or telegram to each officer at his/her address as shown by the records of the American Society for Reproductive Medicine. Any member of the Executive Board may waive the notice of any meeting.
Section 4. Quorum
A majority of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Board is present at any meeting, a majority of the Officers present may adjourn the meeting without further notice.
Section 5. Vacancies
Vacancies occurring in the elected offices of the LPG shall be filled by appointment by the Executive Board. Vacancies in the appointed offices of the LPG may be filled at the discretion of the Executive Board.
ARTICLE VII - MEMBER MEETINGS AND ELECTIONS
Section 1. Annual Meeting
An annual business meeting of the members shall be held during the annual meeting of ASRM, at the location of that meeting. The agenda will include progress, future plans, and suggestions for the execution of the goals and objectives of the LPG as well as announcements of the slate of officers and any appointed committee chairs.
Section 2. Informal Action by Members
Any action required by the Bylaws to be taken at a meeting of members, may be taken without an in-person meeting via an electronic vote.
Section 3. Quorum
The presence of 50 percent of those members in attendance at the annual Scientific Congress of ASRM and entitled to vote at any meeting of members shall constitute a quorum for the transaction of any business at any meeting of members.
Section 4. Proxies
At any meeting of members, a member who is entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after one month from the date of its execution, unless explicit authorization is provided in the proxy.
Section 5. Nomination of Officers
Nominations for open officer positions will be open to any member of the LPG who has attended at least one ASRM annual meeting. The LPG Nominating Committee shall be chaired by the LPG Past Chair, who will post a call for officer nominees on the LPG Listserv no later than July 31 of the LPG year. The Nominating Committee Chair will present the slate of nominees to the LPG Chair no later than September 1 of the LPG year. The LPG Chair shall post the slate on the LPG Listserv at least 30 days prior to the annual LPG meeting.
Section 6. Voting
At any meeting of members, every full member shall be entitled to vote in person. Except as otherwise provided by procedure, or these Bylaws, each full member of record shall be entitled to vote for officers where a slate of officers has been presented for vote by the Nominating Committee. Unless otherwise determined by the Executive Board, the vote shall take place at the annual meeting of the LPG.. The Nominating Committee Chair or an officer of the LPG Executive Board shall introduce the slate of officer nominees at the LPG annual meeting. The LPG Chair shall conduct the election and the installation of new officers.
ARTICLE VIII – STANDING COMMITTEES
Section 1. Executive Board
The Executive Board serves as an advisory body to the Chair and as the governing body of the LPG. All actions to revise the Bylaws implemented by the Executive Board will be presented at the next ASRM Board of Directors meeting following such action to be ratified or rescinded.
Section 2. Nominating Committee
The Past Chair of the Executive Board along with active members of the LPG, the number on the committee to be determined by the IPC, shall compile a slate of officers to be presented for a vote by the membership.
Section 3. Bylaws Committee
The Bylaws Committee shall consider and recommend any changes or amendments to the Bylaws that may be considered necessary or advisable. The Bylaws should be formally reviewed by the Committee every three years, with recommendation for no change or suggested changes submitted in writing to the Executive Board for consideration. The Chair of the Bylaws Committee is appointed by the Executive Board or the LPG Chair.
Section 4. Electronics Communications Committee
The Electronic Communications Committee shall be responsible for providing content direction for the LPG website and overseeing/promoting activity on the LPG Listserv.
Section 5. Membership Outreach Committee
The Membership Outreach Committee shall be tasked with tracking LPG Membership needs and wants, and providing opportunities for member collaboration and engagement.
Section 6. Program Committee
The chair of the Program Committee shall be appointed by the Executive Board. The chair may choose to have a vice-chair whom the Program Committee Chair may appoint. Any vice-chair shall be approved by the Executive Board. The Program Committee shall develop suggested submissions for symposia, interactive sessions, roundtables and Pre-Congress courses, with input by and final approval of the Executive Board. The Scientific Congress program chair or the Program Committee Chair, as appropriate, shall submit topics developed by the Program Committee and approved by the Executive Board to ASRM for consideration in a timely fashion. Together with the Executive Board, the Program Committee will promote and develop continuing educational opportunities and other initiatives as appropriate.
The Program Committee will be responsible for nominating reviewers to the ASRM Abstract Review Committee. At the direction of the ASRM Abstract Review Committee, the reviewers will analyze legal topic abstracts submitted for the ASRM Scientific Congress. The Program Committee will be responsible for promoting legal research.
ARTICLE IX – AMENDMENTS TO THE BYLAWS
Section 1. Bylaws
The authority to revise or amend these Bylaws, or to repeal in whole or in part, shall be held by the LPG Executive Board. To effect any such changes, a resolution shall be proposed by any officer of the Executive Board. Written notice of the intent to revise, amend or repeal the Bylaws, whether in whole or in part, shall be provided to each voting member of the LPG Executive Board at least 30 calendar days in advance of a vote on the proposal. A resolution passes upon a majority vote of the members of the LPG Executive Board who are voting on the resolution. A resolution is approved if a majority of the members of the LPG Board who are voting on the resolution vote to accept. In accordance with ASRM policy, amendments or other changes to the Bylaws, upon their approval by the LPG Executive Board, shall be submitted to the ASRM Board for approval.
Adopted by the LPG Executive Board November 1, 2008
Amended by the LPG Executive Board April 14, 2020