AMENDED AND RESTATED
THE SOCIETY FOR REPRODUCTIVE ENDOCRINOLOGY
AND INFERTILITY, INC.
EFFECTIVE: May 6, 2014
ARTICLE I. INTRODUCTION
Section 1.These Bylaws constitute the code of rules adopted by The Society for Reproductive Endocrinology and Infertility, Inc. (referred to herein as “SREI” or the “Corporation”) for the regulation and management of its affairs.
Section 2.The Corporation is organized as an Alabama nonprofit corporation and as an affiliate society of the American Society for Reproductive Medicine (“ASRM”), a California nonprofit corporation.
Section 3.The Corporation shall have the purposes or powers as may be stated in its Articles of Incorporation, as amended or restated, and such powers are now or may be granted hereafter by law.
ARTICLE II. OFFICES
Section 1.Principal Office. The principal office (place of business) of the Corporation, shall be located at the headquarters of ASRM which is now located at 1209 Montgomery Highway, Birmingham, Alabama 35216-2809. The Corporation may have offices located at other sites at the discretion of the Board of Directors. The Board of Directors may, by written resolution or majority vote, move the location of the principal office, provided that the principal office must always be co-located with the principal office of ASRM.
Section 2.Registered Office. The registered office of the Corporation, required by the Alabama Nonprofit Corporation Law to be continuously maintained in the State of Alabama, may be, but need not be, identical with the principal office in the State of Alabama, and the address of the registered office may be changed from time to time by written resolution of the Board of Directors, and filing the appropriate statement of change with the probate judge of the county in which the initial registered office of the Corporation is located. If at any time the principal office of the Corporation is moved to a location outside the State of Alabama, the Board of Directors will select and appropriately provide for a registered office of the Corporation which will remain located in the State of Alabama.
ARTICLE III. MEMBERS
Section 1.Classes of Members. The members of the Corporation shall be divided into three classes as follows: Active, Associate, and Honorary. The qualifications for such members are as follows:
(a)Active Membership in the Corporation shall consist of physicians certified in Reproductive Endocrinology by The American Board of Obstetrics and Gynecology, Inc. (ABOG) or physicians who are not so certified but have served as directors of Reproductive Endocrinology Fellowship training programs as approved by ABOG. Applicants for membership must be active members of ASRM and engaged in active practice, research and development, or practical application of Reproductive Endocrinology.
(b)Associate Membership shall consist of Fellows enrolled in a Reproductive Endocrinology Fellowship program approved by ABOG, or those who have completed such fellowship but have not yet been certified by the Division of Reproductive Endocrinology of ABOG. Associate members must become active members within seven years following completion of REI subspecialty fellowship training or one year following receipt of their ABOG Reproductive Endocrinology certification. They must be Active or Associate members of ASRM. Associate members shall be entitled to all rights and privileges of the Corporation except the right to vote or hold office.
(c)Honorary Membership shall include other physicians, scientists, or others in the profession who has evidenced superior capabilities in the field of Reproductive Endocrinology. Honorary members shall be elected by a majority of the active members present at the annual meeting and shall be entitled to all rights and privileges of the Corporation except the right to vote or hold office. Honorary members will not pay any dues or assessments.
Section 2.Election of Members. Applications for membership shall be submitted to the Secretary/Treasurer or Executive Secretary for the approval of the Executive Committee, and if the criteria outlined in Section 1 of this Article III are met, the candidate shall be admitted to membership. Applicants 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 membership by the Board of Directors. Unless otherwise determined by the Board of Directors, members shall only have the right to vote for (i) the Vice President-Elect (ii) Secretary/Treasurer, (iii) the four Directors-at-Large, (iv) and the President or Vice President if either officer is removed from office or unable to serve. Honorary and associate members shall not have the right to vote on any matters presented to the members for a vote by the Board of Directors.
Section 4.Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and by a majority of those present at any regularly constituted meeting, may terminate without a hearing the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default of payment of dues for the period set forth in Article XIII, Section 1.
Section 5.Resignation. Any member may resign by filing written resignation with the Secretary/Treasurer or Executive Secretary, 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 and filed with the Secretary/Treasurer or Executive Secretary, the Board of Directors, by the affirmative vote of two-thirds of the members of the Board, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
Section 7.Emeritus Members. Each active member of the Corporation that meets the criteria for Emeritus status of ASRM shall also become an “Emeritus Member” of the Corporation. Emeritus members shall be active members entitled to all the rights and privileges of the Corporation, including the right to vote, but shall not be required to pay dues or assessments.
Section 8.Transfer of Membership. Membership of this Corporation is not transferable or assignable.
ARTICLE IV. MEETING OF MEMBERS
Section 1.Annual Meeting. An annual meeting of the members shall be held each year at the time and location of the annual meeting of ASRM for the purpose of transacting the business of the Corporation.
Section 2.Special Meetings. Special meetings may be called by the President, Board of Directors, or not less than ten percent of active members of the Corporation having voting rights. The place of meeting shall be designated by the President. A notice of special meetings must be mailed to all active members not less than thirty nor more than fifty 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 nor more than fifty days before the date of such meeting, by or at the direction of the President, Secretary/Treasurer, Executive 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 the address which appears in the records of the Corporation, with postage thereon prepaid.
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 a 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-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 or Electronic Ballot. Where Directors or officers are to be elected by members of any class or classes of members, such election may be conducted by mail or electronic ballot in such manner as the Board of Directors shall determine.
Section 8.Majority. 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 any action to be taken unless a greater proportion is required by the Alabama Nonprofit Corporation Law, by the Corporation’s Articles of Incorporation or by these bylaws.
ARTICLE V. BOARD OF DIRECTORS
Section 1.General Powers. The affairs of the Corporation shall be managed by its Board of Directors which shall consist of (i) the President, (ii) the Vice President, (iii) the Vice President-Elect, (iv) the Secretary/Treasurer, (v) the two immediate Past Presidents, (vi) and the four Directors
Section 2.Number, Tenure, and Qualifications. The number of Directors- shall be four and such Directors shall be elected by the active members and emeritus members by email prior to the annual meeting of the members. The term of office for each Director shall be three years. Each year, one new Director from the private sector and one new director representing academic practices shall be elected to replace the outgoing Directors
Section 3.Regular Meetings. A regular meeting of the Board of Directors shall be held each year 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.
Section 4.Special Meetings. Special meetings 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 such time and place as the President may determine.
Section 5.Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at the address shown in 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; 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.Board Decisions. The act of a majority of the Directors present at the 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 law or these bylaws.
Section 8.Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number 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/her predecessor in office.
Section 9.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 for 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.
ARTICLE VI. OFFICERS
Section 1.Officers. The officers of the Corporation shall be (i) a President, (ii) a Vice President, (iii) a Vice President-Elect; (iv) a Secretary/Treasurer, (v) an Executive Secretary and (vi) such other officers as may be elected or appointed by the Board of Directors in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and/or any one or more assistant treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors.
Section 2.Election and Term of Office (Excluding Executive Secretary). The Vice President-Elect of the Corporation shall be elected annually by the membership and the Vice President-Elect shall become the Vice President the following year. The Vice President shall then become the President the following year. The Secretary/Treasurer shall be elected by the membership but shall hold office for two years. Each officer shall hold office until his/her successor has been duly elected and qualified. The terms of office for officers begins at the annual meeting of the members and terminates at the subsequent meeting.
Section 3.Executive Secretary. The office of Executive Secretary shall at all times be held by the CEO/ Executive Director of ASRM. The Executive Secretary shall serve as a liaison between ASRM and the Corporation, serve to communicate and/or grant ASRM’s approval to the Corporation when necessary, be authorized to sign checks on behalf of the Corporation when so directed by the Board of Directors, and otherwise perform as necessary to further the relationship between SREI and ASRM.
Section 4.Removal. Except for the Executive Secretary, any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The President, Vice President, the Vice President-Elect and Secretary/Treasurer may also be removed by the Board of Directors.
Section 5.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, provided, however, that a vacancy in the Executive Secretary position shall be filled by ASRM, and not by the Board of Directors.
Section 6.Powers and Duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this Corporation.
ARTICLE VII. COMMITTEES
Section 1.Executive Committee. The Executive Committee shall consist of the (i) President, (ii) Vice President, (iii) Vice President-Elect, (iv) Secretary/Treasurer, and (v) Executive Secretary. The Executive Committee will transact the affairs of the Corporation at the direction of the President, act as advisory to the President, and act on behalf of the Board of Directors when the Board is not in session. The President will be the Chair of the Executive Committee. All major decisions of the Executive Committee will be presented to the Board of Directors for approval.
Section 2.Nominating Committee. The Nominating Committee shall consist of the (i) President, (ii) Vice President, (iii) Vice President-Elect, (iv) the two most immediate Past Presidents, and (v) three at-large members of SREI elected by the active members and emeritus members. Names of the at-large members will be presented by mail or email to the membership not less than 90 days before the annual meeting and subject to mail ballot. The President shall be the Chair of the Nomination Committee. The term of the office of the at-large members of the Nominating Committee shall be one year. The Nominating Committee shall nominate candidates for Vice President, Secretary/Treasurer, two candidates for one director-at-large, two candidates for the private sector director, and the future Nominating Committee, and the President or Vice President, if either has been removed or resigned. It should be understood that the Vice-President will become the President the following year and that the Vice President-Elect will become the Vice President the following year.
Section 3.Program Committee. The Program Committee shall consist of (i) the Vice President (who will serve on the Annual Meeting Program Planning Committee), (ii) the SREI postgraduate course chair for the upcoming annual meeting, and (iii) the SREI representative on the ASRM Continuing Medical Education Committee. These individuals will plan and run the SREI programs at the annual meeting under the direction of the Executive Committee. The term of office for the Program Committee will be one year.
Section 4.Other Committees. The President may, at his/her discretion, appoint other ad hoc committees to transact other tasks of the Corporation as needed.
ARTICLE VIII. 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 and 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 the Secretary/Treasurer or an assistant treasurer and countersigned by the President or the Vice President of the Corporation, up to a limit not exceeding $2,000.00. Any instrument exceeding $2,000.00 must be authorized by the Board of Directors
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.
ARTICLE IX. OPERATIONS
Section 1.ASRM will provide certain management and operational assistance to the Corporation and the Corporation will reimburse ASRM for such assistance.
ARTICLE X. 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 (i) President or (ii) Vice President and by the (x) Secretary/Treasurer or (y) Executive 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 certificates 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/her name and delivered by the Secretary/Treasurer.
ARTICLE XI. 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 (i) member, (ii) Board of Directors, and (iii) committees having and exercising any of the authority of the Board of Directors, the Executive Committee and the Nominating 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.
ARTICLE XII. FISCAL YEAR
The fiscal year of the Corporation shall be July 1 through June 30, consistent with the fiscal year of ASRM.
ARTICLE XIII. DUES
Section 1.Annual Dues. The Board of Directors shall determine from time to time the amount of initiation fees, 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 upon receipt of invoice from the ASRM.
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/her membership may thereupon be terminated by the board of Directors as provided hereinabove.
ARTICLE XIV. SEAL
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 word “Corporate Seal.”
ARTICLE XV. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Articles of Incorporation or by 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 XVI. STANDARDS AND ETHICS
All members shall conform to the standards of ethics of practice as established by SREI and ASRM. A violation of these standards, as determined by the Board of Directors, shall be grounds for revocation of membership.
ARTICLE XVII. AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
These bylaws and the Corporation’s Articles of Incorporation may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the Board of Directors present at any regular or special meeting, if at least thirty days written notice is given of intention to alter, amend, repeal, or adopt new bylaws at such meeting or vote of the members at any regular or special meeting.