BOARD OF DIRECTORS
1. General Powers. The property, affairs and business of the Corporation shall be managed and controlled by its Board of Directors. The Board of Directors may by general resolution delegate to officers of the Corporation and to committees such powers as are provided for in these Bylaws.
2. Membership. The Directors shall be the individuals who are serving on the Board of Directors of the American Society of Transplant Surgeons.
3. Terms. The Directors shall serve terms that correspond with the office held with ASTS. Directors may succeed themselves in office.
4. Removal. The vote of two-thirds of the Directors shall be required to remove a Director from office prior to the expiration of the term for which that Director is serving.
a. The Board of Directors may provide by resolution the time and place, whether within or without the Commonwealth of Virginia, for holding of the regular meetings of the Board.
b. Special meetings of the Board of Directors may be called by or at the request of the President who may fix any place whether within or without theCommonwealth of Virginia, as the place for holding any special meeting.
6. Notice. Notice of the regular meetings of the Board of Directors shall be given at least seven (7) days previous thereto by written notice delivered personally, or sent by mail, e-mail or facsimile transmission or other lawful means to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile transmission, such notice shall be deemed to be delivered when the transmission is completed. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
7. Quorum. The presence of 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 are present in person at said meeting, a majority of the Directors may adjourn the meeting from time to time without further notice.
8. Manner of Acting. The act of a majority of the Directors present at a 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 by these Bylaws. Directors may attend and participate in a meeting by telephone or similar equipment by means of which all persons participating in the meeting can hear each other.
9. Informal Action. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the Directors.
10. Compensation. Directors shall not receive any stated salaries for their services as such, but by resolution of the Board of Directors a fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation therefore.
1. Officers. The officers of the Corporation shall be a President, Vice President, and Secretary-Treasurer, and such other officers as may be elected in accordance with other provisions of this Article. The Board of Directors may appoint such other officers or agents, including a Chairman of the Board and an Executive Director, one or more Secretaries, and one or more Assistant Treasurers, as it shall deem desirable, and such officers shall have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary-Treasurer.
2. Election. The President shall be the Immediate Past President of the American Society of Transplant Surgeons. The other officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.
3. Removal. An officer elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests 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.
4. Vacancy. A vacancy in any office because of death, resignation, removal, or disqualification, may be filled by the Board of Directors for the unexpired portion of the term.
5. President. The President shall be the principal officer of the Corporation and shall exercise general supervision over the affairs of the Corporation, its officers, and personnel consistent with policies established by the Board of Directors. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. The President may take any other actions he shall deem necessary to advance the purposes of the Corporation, provided such actions do not exceed the scope of authority determined by the Board.
6. Vice President. The Vice President shall perform such duties as may be assigned by the President or the Board of Directors.
7. Secretary-Treasurer. The Secretary-Treasurer may keep the minutes of the meetings of the Board of Directors, and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board; and be custodian of the corporate records and of the seal of the Corporation. The Secretary-Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article IV of these Bylaws; and in general perform all duties incident to the office of Secretary-Treasurer and other such duties as may be assigned by the President or by the Board of Directors. The Secretary-Treasurer shall be responsible for the administration and oversight of the Corporation's financial records, and compliance with statutory reporting requirements, filing of tax returns, and tax payments.
8. Assistant Treasurers and Secretaries. The Assistant Treasurers and Assistant Secretaries, in general shall perform such duties as may be assigned by the President or by the Board of Directors. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sum and with such surety or sureties as the Board of Directors shall determine.
9. Compensation. Upon the approval of the disinterested Directors, any officer may be paid reasonable compensation for services rendered to the Corporation.
1. Authority. The Board of Directors, by resolution adopted by a majority of the Directors in office may designate and appoint one or more committees of its members, each of which shall consist of two or more persons, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director, or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adoption a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law.
2. Term. Each member of a committee shall continue as such until the next annual meeting of the Directors of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
3. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
5. Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with the Bylaws or with rules adopted by the Board of Directors.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
1. Contracts. The Board of Directors may authorize any officer or officers, 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 confined to specific instances.
2. Checks. 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 officers or agents of the Corporation and in such manner as shall from time to time be determined by 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 Vice President of the Corporation.
3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
4. Funds. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
To the greatest extent permitted by Title 13.1 of the Code of Virginia, any present or former Director, officer, or employee of the Corporation, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified by the Corporation against all reasonable costs, expenses, counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his having been a Director or officer, or serving or having served the Corporation. However, no such indemnification approved or paid unless and until the Corporation has received an opinion from legal counsel regarding the propriety of doing so.
ROBERT'S RULES OF ORDER
The rules contained in the most recent edition of Robert's Rules of Order shall provide the rules of procedure of the Corporation where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.
These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, it at least thirty days' written notice is given of the intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.
Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively for charitable, educational and scientific purposes or to organizations which are then exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1986.