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(11/1/07) Copyright © 1999-2007 American Society for Histocompatibility and Immunogenetics. All Rights reserved. PDF Download (178kB)
Section 1. The name of this Society shall be American Society for Histocompatibility and Immunogenetics. Section 2. The Society shall be incorporated in the State of Missouri as a not-for-profit corporation. Section 3. The purpose of the Society shall be to create a formal organization of workers in the field of immunogenetics, which includes histocompatibility testing. The Society shall provide a strong, unified and accurate voice in matters of mutual interest, act as a forum for exchange of scientific information and advance the development of immunogenetics as a discipline of medicine. Section 4. In general, the society shall conduct lawful business or activity in connection with the foregoing or that is calculated directly or indirectly to promote the purposes of the Society. However, no activities may be conducted by the Society, its officers or members, which are not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or successor regulation), or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or successor regulation), or by a corporation incorporated pursuant to the provisions of the "Not For Profit Corporation Law" of the State of Missouri. Section 5. The principal office of this Society shall be in a city/location designated by the Board of Directors, and there may be other offices as may from time to time be designated by the Board of Directors. The fiscal year shall commence on January 1 of each year and end on December 31 of that year. The Society shall have a seal of such design as the Board of Directors may adopt. Section 6. 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 of order the Society may adopt. Section 7. There shall be no discrimination on the basis of color, race, religion, creed, national origin, age, sex, sexual orientation, physical appearance or marital status in decisions concerning eligibility for membership, committee assignments or office, or concerning employment, transfers or promotions of staff, or concerning any other business or activity of the Society. ARTICLE II. MEMBERSHIP, VOTING RIGHTS AND DUES Section 1. Categories of Membership. The Society shall consist of Full, Technologist, Student/Fellow, International Associate, Institutional, Emeritus and Honorary Members. Members may be further subclassified as Regular or Sustaining. Section 2. Eligibility for Membership. Any person, firm or corporation active in the field of histocompatibility testing or who/which has demonstrated a major and continuing interest in the field shall be eligible to seek membership in the Society. Candidates shall on their own initiative apply for Full, Technologist, Student/Fellow, International Associate, Institutional or Emeritus membership. The Society on its own initiative shall select candidates for Honorary membership in the Society. Section 3. Qualifications for Membership Classifications.
Section 4. Qualifications for Membership Subclassifications.
Section 5. Application for Membership. Applications for membership shall be reviewed for approval or disapproval by the Chair of the Membership Committee, or designated Membership Committee member, acting under the existing guidelines of the Membership Committee and Board of Directors. Decisions of the Chair of the Membership Committee may be appealed to the Board of Directors. Section 6. Notification of Membership Application Status. Acting under the existing guidelines of the Membership Committee and Board of Directors, the Chair of the Membership Committee, or designee, shall notify candidates of the status of membership applications submitted ( i.e., approved or disapproved) and of selection to be an Honorary member. Section 7. Duration of Membership. Membership in the Society shall terminate by death, voluntary withdrawal as herein provided or otherwise in pursuance of these Bylaws. All rights and privileges of a member shall cease upon the termination of membership. Section 8. Withdrawal, Suspension and Expulsion.
Section 9. Voting Privileges. Full or Honorary Members shall each have one vote. Technologist, Student/Fellow, International Associate, Institutional or Emeritus Members shall have no vote. Section 10. Eligibility To Hold Office. Only Full or Honorary Members shall be eligible to serve as a director or officer of ASHI. Technologist, Student/Fellow, International Associate, Institutional or Emeritus Members shall be ineligible to serve as a director or officer of ASHI. Section 11. Dues. Dues shall be assessed annually according to type of membership in amounts stipulated by the Board. Changes in dues must be approved by an affirmative vote of the Membership. Delinquency in payment of dues will constitute a threat to continued membership. Members in arrears shall be dealt with in a manner determined by the Board of Directors. Section 1. The Society shall hold an annual meeting at a time and place to be decided by the Board of Directors, for presentation and discussion of materials related to the goals, purposes and interests of the Society members and their guests. Special scientific or business meetings may be called by the Board of Directors. Section 2. Notification of annual or special meetings shall be mailed to the last recorded address of each member at least two months in advance of the meeting date. The quorum required for meetings of the Society, in which business matters are voted upon, shall be not less than 50 members and in case there is less than this number, the presiding officer may adjourn the meeting as needed until a quorum is present. ARTICLE IV. BOARD OF DIRECTORS Section 1. Members. The Board of Directors shall consist of fifteen (15) individuals, elected from the membership, with equal voting rights while on the Board. The Executive Committee shall consist of the Executive Officers, namely the President, Vice-President of Operations, President-Elect, Secretary, Treasurer and Immediate Past-President. The remaining Board Members will consist of nine other individuals, of which at least five shall have earned doctoral degrees. Section 2. Duties. The Board of Directors shall be the active governing body of the Society responsible for accomplishing the established goals and objectives of ASHI. The Board of Directors shall maintain and adhere to a “Standing Policies and Procedures Manual”, be responsible for long-range planning as put forth by a documented, ongoing Strategic Plan and shall have oversight of committee functions. The Board of Directors shall conduct the business and manage the assets of ASHI to accomplish the Society’s goals and objectives. Section 3. Meetings. The Board of Directors shall hold sufficient regular meetings to carry out its duties. Special Board of Directors’ meetings may be called by the President or Vice-President of Operations or upon request by a majority of Board Members. The President shall preside at all meetings of the Board, or in his/her absence shall appoint another Executive Officer to preside. The act of a majority of the Directors shall be the act of the Board of Directors. Regular and special meetings may be held in person (i.e., face-to-face) or by conference calls. Section 4. Quorum. Eight members, at least one of whom shall be a member of the Executive Committee, shall constitute a quorum for meetings of the Board of Directors. Section 5. Absences and Vacancies. Any Director unable to attend a meeting shall in advance notify the President or Vice-President of Operations in writing, stating the reason for his/her absence. If a Director is absent from three consecutive Board of Directors meetings for reasons that the Board of Directors fails to declare to be sufficient, his/her resignation may be deemed to have been tendered and accepted if so voted by a majority of the remaining Board Members. Any vacancies that may occur among the Directors (with the exception of the President), by reason of death, resignation or otherwise, shall be filled by a majority vote of the full Board of Directors. The person selected by the Board of Directors shall serve until the next annual election at which time the membership shall elect a successor to complete the remaining term. The President-Elect shall fill a vacancy in the office of President. Section 6. Executive Committee of the Board of Directors. The Executive Committee of the Board of Directors (Executive Officers) shall have six (6) members: President, Vice-President of Operations, President-Elect, Secretary, Treasurer and Immediate Past-President. The Executive Committee shall act for the Board of Directors in urgent matters that arise between meetings of the Board and shall act on matters specifically referred to it by the Board. All actions shall be subject to approval by the Board of Directors at the next regularly scheduled Board meeting, or by ballot as directed by the President. Meetings of the Executive Committee may be called by the President or Vice-President of Operations, and meetings shall be called upon written request of three members of the Executive Committee. The President or, in his/her absence, a designee shall preside at all meetings of the Executive Committee. The act of a majority of the Executive Committee members present shall be the act of the Executive Committee. The Executive Committee is to report its acts to the Board of Directors, which may choose to make such acts known to the membership. ARTICLE V. EXECUTIVE OFFICERS, BOARD MEMBERS AND STAFF OF THE SOCIETY The Executive Officers of the Society are the President, Vice-President of Operations, President-Elect, Secretary, Treasurer and Immediate Past-President and shall perform the duties prescribed by these Bylaws and by the Board of Directors under the parliamentary authority adopted by the Society. Section 1. President. The President is the chief Executive Officer of the Society. The President has the powers and the duties assigned to this office as well as others assigned to him/her by the Board of Directors. The President shall preside at meetings of the Society. S/he shall also, at the annual meetings and at such other times as s/he shall deem proper, communicate matters to the membership or to the Board of Directors as may in his/her opinion tend to promote the welfare and increase the usefulness of the Society. The President may designate the President–Elect or Immediate Past-President to perform his/her duties, in the event of temporary disability or absence. This individual shall hold an earned doctoral degree, have at minimum five years experience in the field of histocompatibility and immunogenetics, have served as President-Elect during the prior year and have served on the Board of Directors for a minimum of two years. The term is for one year, whereupon this person shall become the Immediate Past-President. The cycle of President-Elect, President and Immediate Past-President shall be considered one term. Section 2. Vice-President of Operations. The Vice-President of Operations assists the President in the general operations of the society and in providing direct oversight to the Board of Directors. S/he works directly with the President to facilitate planning and development and, in concert with the President and the Board of Directors, establishes the strategic objectives of the Society. The Vice-President of Operations is responsible for adherence to, and efficient timely accomplishment of, the goals and objectives set out by the Society’s strategic plan. This shall be an individual who does not hold an earned doctoral level degree and has a minimum of five years of experience in the field of histocompatibility and immunogenetics. This individual shall have served on the Board of Directors for a minimum of two years. The term is for three years. Section 3. President-Elect. The President-Elect shall assist the President and Vice-President of Operations as necessary in the general operations of the Society and oversight of the Board of Directors. If the office of the President should become vacant between elections, the President-Elect shall automatically fill the vacancy. This individual shall hold an earned doctoral degree, have a minimum of five years experience in the field of histocompatibility and immunogenetics and have served on the Board of Directors for a minimum of one year. The term is for one year, whereupon, this person shall become the President. Section 4. Secretary. The Secretary shall give notice of all meetings of the Society and have records kept of their proceedings. In the case of the absence of the secretary, the presiding officer will delegate another responsible party. The Secretary shall assist the Board of Directors in communicating with the membership and shall keep a list of members; prepare an annual report of the transactions and conditions of the Society; distribute a list of committee assignments to all members following the annual meeting. This individual shall have a minimum of three years experience in the field of histocompatibility and immunogenetics. The term is three years. Section 5. Treasurer. The Treasurer shall keep an account of all monies received and expended and shall make disbursements authorized by the Board of Directors and such officers as the Board of Directors may prescribe. S/he shall make a report at the annual meeting. The funds, books and vouchers in his/her hands shall, at all times, be subject to verification and inspection by the Board of Directors. At the expiration of his/her office, the Treasurer shall deliver over to his/her successor, or, in the absence of Treasurer-Elect, to the President, all Society books, money and other property. This individual shall have a minimum of three years of experience in the field of histocompatibility and immunogenetics. The term is three years. Section 6. Immediate Past President. The Immediate Past-President’s role will be as an advisor and consultant to the Board of Directors. S/he serves as the Program Chair for the annual meeting of the Society that occurs during his/her term of office. Section 7. Board Members. Board Members function as part of the governing body responsible for accomplishing the objectives of the Society. Board Members are responsible for participation in long-range planning as put forth by the strategic plan and in the development of policies and programs to accomplish the purposes of ASHI. The Board Members’ responsibilities include direct oversight of their assigned committee(s) and they shall regularly report to the Board of Directors on activities undertaken by the committees. Board Members shall have a minimum of three years experience in the field of histocompatibility and immunogenetics. In addition, all candidates for Board membership must have demonstrated at least three years of commitment to forwarding the Society’s strategic goals. The Board Members will be elected on a staggered schedule and in a manner that ensures that there are at least five individuals with an earned doctoral degree. The term is for three years. Section 8. Executive Director and Management Group. The Board of Directors may delegate responsibility for day-to-day administration and management of the Society to a person or company who shall serve, subject to review by the Board of Directors, as Executive Director and/or management group of the Society. Section 1. Nominations. All nominees shall be members of the Society, as well as fulfill the qualifications specified in these Bylaws.
Section 2. Mail Ballot for Election.
Section 3. Counting Ballots. Tellers to count the ballots will be appointed by the Board of Directors. The tellers will certify results of the balloting to the Secretary. Each candidate shall be notified of the election results (including number of votes for candidates nominated for their office only) within two weeks of the date the ballots are counted. Results of the election (without the number of votes cast for each candidate) will be announced at the Annual Business Meeting and entered in full in the next Board of Directors’ minutes. In the event there is no Annual Business Meeting, the results shall be published in the first issue of the Society's newsletter following the election. Section 4. Requirements to Elect. Election of Officers or Board Members shall be by majority vote of the members eligible to vote and voting. In the event that no majority is obtained by mail ballot for a particular office, the following procedures shall be followed:
Section 5. When Terms Begin and End. Executive Officers’ and Board Members’ terms shall begin at the close of the Annual Business Meeting, and end when their successors replace them. The President shall become Immediate Past-President upon the accession of the President-Elect to the office of President. If no officer is elected to a certain position, the current officer shall continue his/her office until an election can be arranged. In the event that no Annual Business Meeting is scheduled for the months of October, November or December, the time frames referenced to the date of the Annual Business Meeting shall be based on November 15 of the respective year. Section 6. Number of Terms. No Executive Officer or Board Member may serve more than two consecutive terms in the same office. The sequence from President-Elect to President to Immediate Past-President shall be construed as one term of office. Officers and Board Members having served two consecutive terms of an office may be re-elected to the same office after being out of that office for one term. There shall be no restriction for officers being elected to a different office immediately consecutive to their term. Persons who fill a vacancy and serve for less than one half the usual term for that office may run for re-election as if they have never held the office. No member shall hold more than one elected office at a time. Section 1. The Board of Directors shall establish such standing or special committees or subcommittees as may be required by the Bylaws, or as they may find necessary. Committees may also appoint subcommittees to help them in completing their duties. Section 2. A standing committee shall be appointed to deal with the Society’s Bylaws. Section 3. Each committee and subcommittee shall have at least three (3) members, one of which shall serve as Chair and one shall serve as Vice-Chair. Unless designated otherwise in these Bylaws, the Board of Directors shall appoint Committee Chairs and Vice-Chairs. Section 4. Unless designated otherwise in these Bylaws, committee members shall be appointed by the Committee Chair and approved by the Board Member with oversight of the committee to a three-year term taking into account the desire of persons who volunteer to serve on a committee. Unless designated otherwise in these Bylaws, committee Chairs and Vice Chairs shall be appointed by the Board of Directors to a three year term taking into account (a) recommendations from the Board Member with oversight of the committee and (b) desire of the persons to serve in such a capacity. Each term shall begin at the close of the Annual Business Meeting and end when the successors take over. In the event that no Annual Business Meeting is scheduled for the months of October, November or December, the time frames referenced to the date of the Annual Business Meeting shall be based on November 15 of the respective year. An effort should be made to rotate committee membership in such a way that one-third of the members will change on each committee each year. All Committee Chairs, Vice-Chairs and committee members must be ASHI members in good standing. ARTICLE VIII. ACCREDITATION PROGRAM Section 1. Purpose. The purpose of the Accreditation Program shall be to promote quality laboratory practice in histocompatibility and immunogenetics through the objective and consistent evaluation of compliance with ASHI Standards. Section 2. Duties.
ARTICLE IX. CONFLICT OF INTEREST AND CONFIDENTIALITY AGREEMENTS Section 1. A conflict of interest statement and confidentiality agreement must be signed by each individual Officer, Board Member, Committee Chair and Vice- (Co-) Chair, Accreditation Review Board member, Accreditation Inspector, and Executive Office Staff member annually. These signed and dated documents will be kept on file at the ASHI Executive Office and shall be a prerequisite to holding said office/position. No Officer, Board Member or Committee Member shall vote on any matter or take any action that would involve a conflict of interest. Section 2. Whenever an Officer, Board Member or Committee Member has cause to believe that a matter to be voted upon would involve himself or herself in a conflict or possible conflict of interest, he or she shall announce the conflict or possible conflict of interest and shall abstain from voting on such matter. The question of whether any actual conflict exists shall be decided by a majority vote of the Board of Directors or Committee Members involved in the matter. Any Board Member or Committee Member may raise a question of conflict of interest or possible conflict of interest with respect to another Member present. The question of whether an actual conflict of interest exists shall be decided by a majority vote of the Board of Directors or of the Committee involved in the matter. Decisions of committees on conflicts of interest are subject to review by the Board of Directors. Minutes of Board of Directors or Committee votes on conflicts of interest shall be matters of permanent record. ARTICLE X. AMENDMENT OF BYLAWS Section 1. Proposal of Amendments. To amend the Bylaws, amendments may be proposed to the Board of Directors by the Bylaws Committee. Additionally, amendments may originate from the membership, in which case they must be proposed in writing to the Board of Directors by five (5) members of the Society and shall be reviewed by the Bylaws Committee. Amendments proposed shall then be voted on by the membership in a manner designated by these Bylaws. Section 2. Notification of Membership.
Section 3. Accepted Voting Methods.
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