BYLAWS OF THE SOCIETY FOR MALE REPRODUCTION AND UROLOGY, INC.
A Nonprofit Corporation
The principal office of the Corporation shall be located at 1209 Montgomery Highway, Birmingham, County of Jefferson, State of Alabama. The Corporation may have such other offices either within or without the State of Alabama, as the Board of Directors may determine from time to time.
Section 1. Classes of Members. The members of the corporation shall be divided into two (2) classes as follows: Active Members and Associate Members. The qualifications for such members are as follows:
Active membership in the Society shall consist of Active Members of the American Society for Reproductive Medicine (ASRM) with a special interest in male reproduction.
Associate membership shall include members of the ASRM who are residents, fellows or postdoctoral students with a special interest in male reproduction. This membership category shall be entitled to all rights and privileges of the membership in the Society except the right to vote or hold office.
Section 2. Election of Members. Applications for members other than the Charter Members shall be submitted to the Membership Committee, composed of the Board of Directors. If the criteria outlined in the first section of this article are met, the candidate shall be admitted to membership. Applicants whose applications are so approved shall become members of the Corporation on payment of the required initiation fees and dues.
Section 3. Voting Rights. Each Active Member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Associate Members shall not have the right to vote.
Section 4. Termination of Membership. The Board of Directors, by affirmative vote of five of the seven members of the Board, may suspend or expel a member for cause after an appropriate hearing, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed hereinafter.
Section 5. Resignation. Any member may resign by filing a written resignation with the Board of Directors, but such resignation shall not relieve the member resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 6. Reinstatement. On written request by a former member, the Board of Directors, by the affirmative vote of five of the seven members of the board, may reinstate such former members to membership on such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of Membership. Membership of this corporation is not transferable or assignable.
Meeting of Members
Section 1. Annual Meeting. An annual meeting of the members shall be held during the annual meeting each year of the American Society for Reproductive Medicine, at the location of said meeting of the Society, beginning with the year of 1996, for the purpose of electing members and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings may be called by the President, the Board of Directors, or not less than 25% of the active membership of the Society having voting rights. If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Alabama, but if all of the members shall meet at any time and place, either within or without the State of Alabama, and consent to the holding of the meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken. Otherwise, a notice of special meetings must be mailed to all Active Members no less that thirty days prior to the date of such meeting.
Section 3. 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 days before the date of such meeting, by or at the direction of the President, the Secretary, or the officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the U.S. Mail addressed to the member at his address as it appears on the records of the Corporation with postage thereon prepaid or sent by electronic mail to the email address for such member in the Society’s records.
Section 4. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all members entitled to vote with respect to the subject matter thereof.
Section 5. Quorum. Twenty or more Active Members shall constitute a quorum and allow the transaction of business. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 6. Proxies. At any meeting of the members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after one month from the date of its execution, unless otherwise provided in the proxy.
Section 7. Voting by Mail. Where officers or directors are to be elected by members or any class or classes or members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
Board of Directors
Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Alabama.
Section 2. Number, Election and Term of Office. The number of directors shall be seven (7), including the three officers of the Society, three directors-at-large and the immediate past president. Each of the three directors-at-large will serve for a three (3) year term. Each of the officers of the Society shall serve for a four (4) year term. The terms will be staggered so that two new directors (one director-at-large and one officer) are elected each year. Beginning in 1997, in the first year of each three year cycle the two new directors will be urologists. In the next two years of the three year cycle, one new director will be a urologist and one new director will be an andrologist. In the transition year of 1996, one urologist will be elected as director for a one year term, one urologist will be elected for a two year term and one urologist will be elected for a four year term. One andrologist will also be elected for a three year term. The election shall be carried out by mail ballot to the Active Members.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without any other notice than this Bylaw at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meeting of the Board of Directors may be called by or at the request of the President or any two Directors, and shall be held at the principal office of the Corporation or at such other place as the Directors may determine.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least one month previously thereto by written notice delivered personally or sent by mail or facsimile to each Director at his address as shown by the records of the Corporation. If mailed, the notice shall be deemed to have been delivered when deposited in the U.S. Mail, properly addressed and postage thereon prepaid. Any Director may waive the notice of any 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 is present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A Director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.
Section 8. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 1. Officers. The officers of the Corporation shall be President, a President Elect and a Secretary/Treasurer and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more secretaries, and one or more treasurers, as it shall deem desirable, and such officers will have the authority and will perform the duties prescribed, from time to time, by the Board of Directors. Officers other than the two elected officers shall not be members of the Board of Directors and will not be eligible to vote.
Section 2. Election and Term of Office. Beginning in 1996, one (1) officer of the Corporation will be elected annually for a period of four (4) years. This officer will be elected to the office of Secretary/Treasurer. In the next year, the Secretary/Treasurer will assume the office of President Elect. In the following year, the President Elect will assume the office of President. The Past President will remain on the Board of Directors for one year following his term as President. In 1996, the Secretary/Treasurer will be a urologist. The office of Secretary/Treasurer will rotate between urologists and andrologists. For two consecutive years the Secretary/Treasurer will be a urologist and in the third year the Secretary/Treasurer will be an andrologist. The election shall be carried out by mail ballot to the Active Members.
Section 3. Vacancies. A vacancy in any office because of death, resignation, removal disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4. Powers and Duties. The officers shall have such powers and shall perform duties as may from time to time be specified in resolutions or other directives of the Board of Directors.
Section 1. Nominating Committee. The Nominating Committee shall consist of three members of the Society who are not members of the Board of Directors. The President shall appoint the committee and the chair. The Committee will solicit by mail from the membership at large nominees for the positions of the Secretary/Treasurer and Director-at-Large. The slate will be presented to the membership no less than 30 days prior to the annual meeting and subject to mail ballot.
Section 2. Program Committees. The scientific program at the annual meeting will be organized by two individuals, who will serve as the Postgraduate Program Chairman and the General Program Chairman. The President will appoint the Postgraduate Program Chairman. The President Elect will serve as the General Program Chairman and the Board of Directors will serve as the General Program Committee. The General Program Chairman will appoint a 4 member subcommittee to review abstracts and select the prize paper for the annual meeting.
Contracts, Checks, Deposits, and Gifts
Section 1. Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation, and such authority may be general or may be confined to specific instances.
Section 2. Checks, Drafts or Orders. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by a Treasurer or an assistant Treasurer and countersigned by the President or President Elect of the Corporation.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bonds, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for any purpose of the Corporation.
Certificate of Membership
Section 1. Certificates of Membership. The Board of Directors shall provide for the issuance of certificates evidencing membership in the corporation, which certificates shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or President Elect and by a Secretary or an assistant Secretary and shall be sealed with the seal of the Corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation. If any certificate is lost, mutilated, or destroyed, a new certificate may be issued therefore on such terms and conditions as the Board of Directors may determine.
Section 2. Issuance of Certificates. When a member has been elected to membership and has paid an initiation fee and dues that may then be required, a Certificate of Membership shall be issued in his name and delivered to him.
Books and Records
The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the Membership Committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
The fiscal year of the Corporation shall begin on the first day of January of each year and end at midnight on the thirty-first day of December of the same year.
Section 1. Annual Dues. The Board of Directors shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation by members of each class, and shall give appropriate notice to the members.
Section 2. Payment of Dues. Dues shall be payable in the month of each year in which a statement is received by each member.
Section 3. Default and Termination of Membership. When any member of any class is in default in the payment of dues for a period of one month from the beginning of the period for which such dues become payable, his membership may thereupon be terminated by the Board of Directors as provided hereinabove.
The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal".
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Articles of 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.
Amendment of Bylaws
The Bylaws may be altered, amended, or repealed, and new Bylaws may be suggested by a majority of the Board of Directors present at any regular or special meeting. At least thirty (30) days written notice of these changes must be given to the membership. Approval must be by a simple majority of those voting at the time of the annual business meeting of the Society or by mail.
Approved by the Board of Directors October 1995
Amended by the Board of Directors April 1996
Approved by SMRU Membership September 2005