BYLAWS OF THE SOCIETY FOR MALE REPRODUCTION AND UROLOGY, INC.
An Affiliated Society of the American Society for Reproductive Medicine (ASRM)
The principal office of the Society for Male Reproduction (SMRU), an affiliated society of the American Society for Reproductive Medicine (ASRM), shall be located at 1209 Montgomery Highway, Birmingham, County of Jefferson, State of Alabama.
Section 1. Classes of Members. The members of the SMRU 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 SMRU shall consist of Active Members of the American Society for Reproductive Medicine (ASRM) with a particular special interest in male reproduction and urology.
Associate membership shall include members of the ASRM who are residents, fellows, or postdoctoral students with a particular interest in male reproduction and urology. This membership category shall be entitled to all rights and privileges of the membership in the SMRU 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(BoD). 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 SMRU 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 the affirmative and majority votes members of the board members, 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. However, such resignation shall not relieve the member resigning of the obligation to pay any dues, assessments, or other charges accrued and unpaid.
Section 6. Reinstatement. On written request by a former member, the Board of Directors, by the affirmative and majority votes of board members, may reinstate such former members to membership on such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of Membership. Membership in the SMRUis 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 (ASRM), at the location of the said meeting of the SMRU, beginning with the year of 1996, for the purpose of updating 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 SMRU having voting rights. If no designation is made, the place of meeting shall be the principal office of the SMRU in the State of Alabama. However, 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. At such a meeting, any SMRU action may be taken. Otherwise, a notice of special meetings must be mailed or electronically mailed to all Active Members no less than thirty days prior to 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 or electronic mail, to each member entitled to vote at such a meeting not less than thirty days before the date of the annual meeting of the ASRM by or at the direction of the President, the Secretary, or Directors of the Board calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the U.S. Mail or electronic mail addressed to the member at his address as it appears on the records of the SMRU with postage or electronic records 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. Thirty 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. 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 or Electronic Mail. Where SMRU officers or directors of the Board are to be elected by members or any class or classes or members, such election may be conducted by mail or electronic mail in such manner as the Board of Directors shall determine.
BOARD OF DIRECTORS
Section 1. General Powers. Its Board of Directors shall manage the affairs of the Society for Male Reproduction and Urology (SMRU)
Section 2. Number, Election and Term of Office. The number of directors shall be eleven (11), including the three officers (President, President-elect and Secretary/Treasuer) of the Society, six directors-at-large, immediate Past President, and Past President. Each of the six directors-at-large will serve for a three (3) year term. Each of the three officers of the Society shall serve for a five (5) year term. The terms will be staggered so that three new directors (two director-at-large (DAL), and one officer) are elected each year.
Beginning in 2023 and continuing forward, the number of directors-at-large elected will increase from one to two per year. Because each director-at-large remains on the board for three years, this change will incrementally increase the number of directors-at-large by one per year for three years, up to the total of six directors-at-large who will be on the board from 2025 onward. In each three-year cycle, the new directors will be SMRU members and urologists, andrologists or scientists. The election shall be carried out by electronic ballot to the Active Members. The ASRM Executive Director/CEO will serve as an ex-officio member of the board of directors.
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 SMRUor 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 SMRU. If mailed or electronically mailed, the notice shall be deemed to have been delivered when deposited in the U.S. Mail, adequately 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. However, 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 meetings of the Board. Nothing herein contained shall be construed to preclude any Director from serving the SMRU in any other capacity and receiving compensation, therefore.
Section 1. Officers. The officers of the SMRU shall be a 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 ASRM Executive Director/CEO will serve as an ex-officio member of the board of directors.
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. One (1) officer of the SMRU will be elected annually for five (5) 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 Immediate Past President will remain on the Board of Directors for two years following his term as President. The election shall be carried out by electronic 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 past presidents of the Society who are not members of the current Board of Directors. The President shall appoint the committee and the chair. The Committee will solicit by email from the membership at large nominees for the Secretary/Treasurer and Director-at-Large positions.
Qualifications & Requirements: For continuity, the candidates for the secretary/treasurer position must have previously served a complete term of 3 years as a Director-at-Large.
At-Large Director candidates must be SMRU members. Four names of qualified candidates whom the Nominating Committee has selected to serve as At-Large Directors candidates shall be submitted by email or otherwise published to all the SMRU members at least thirty (30) days for the electronic ballot before the Annual ASRM Meeting.
The SMRU members elect TWO of the Directors At Large (DAL) each year; they (two) serve for a three-year term commencing upon their election by the SMRU. Directors At-Large shall not operate for more than three years. Directors At -Large who completed 3-year services are released at the end of the elected term according to SMRU's bylaws.
The slate will be presented to the membership no less than 30 days prior to the annual meeting and subject to an electronic ballot.
Section 2. Program Committees. The scientific program at the annual meeting will be organized by two individual members, 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.
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 1. Fiscal Year. The fiscal year of the Society shall be July 1 through June 30, consistent with the fiscal year of ASRM.
Section 2. Checks; Contracts. Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of the Society shall be signed by the ASRM Executive Director/CEO, or at the CEO's direction by the Chief Financial Officer of ASRM, or the Chief Operating Officer. Except as otherwise provided, contracts, leases, or other instruments executed in the name of and on behalf of the Society shall be signed by the President and counter-signed by the ASRM Executive Director/CEO.
Section 3. Books and Records. The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, the Executive Council, the Presidential Chain and committees. The Society shall keep at its principal office a membership register reflecting each member's name, address, class and other details of membership, names of Executive Council members and Officers and the original or a copy of its Bylaws, including amendments to date. All books and records of the Society may be inspected by any member, Executive Council member or Officer or his/her/its agent or attorney, for any proper purpose at any reasonable time.
Section 4. No Stock. The Society shall not have or issue shares of stock. No dividend shall be paid, and no part of the income of the Society shall be distributed to any of its members, including Executive Council members, Officers, Clinical or Laboratory Directors, or Presidential Chain members or other committee members.
Section 5. Loans. The Society shall make no loans to Executive Council members, Officers, Clinical or Laboratory Directors, Presidential Chain members, any other committee members, or to any of its key management, or any of its personnel.
Section 6. Gifts. In accordance with applicable law, the Society shall have the power to accept charitable gifts to support its mission.
Section 7. Dissolution. On dissolution, assets of the Society remaining after the payment or discharge of all liabilities of the Society; the return, transfer or conveyance of assets held on conditions requiring the same; and the transfer or conveyance of use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, shall be distributed to such other charitable or educational institutions as a majority of the Executive Council shall deem needy of such gift in furtherance of its purpose and in accordance with the Act.
Section 8. ASRM. The Society will operate in accordance with the latest version of the ASRM Affiliate Societies, Professional Groups, and Special Interest Groups Policies and Procedures, as amended from time to time. In conjunction therewith, ASRM will provide certain management and operational assistance to the Society and the Society will reimburse ASRM for such assistance.
CERTIFICATE OF MEMBERSHIP
Section 1. Certificates of Membership. The Board of Directors shall provide for the issuance of certificates evidencing membership in the SMRU, 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. 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 SMRU. 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.
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 SMRU 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.
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 of 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 electronic ballot.
Approved by the Board of Directors, October 1995
Amended by the Board of Directors, April 27, 1996
Approved by SMRU Membership, September 2005
Approved by SMRU Membership, February 1, 2022
Approved by SMRU Membership, September 14, 2022