Article 1: 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. Composition and Selection. The Directors shall consist of at least seven (7) directors on the Council of the American Society of Transplant Surgeons (“ASTS”) (the overlapping Council Directors) and five (5) at-large directors to be appointed by the Directors then in office. The Board of Directors may add new directors with a two-thirds vote of the Board of Directors; however at all times the majority of Director positions shall be held either by the overlapping Council Directors or be appointed by the Council. The overlapping Council Directors shall consist of the ASTS President, ASTS President-Elect, ASTS Treasurer, ASTS Secretary, and at least three (3) councilors-at-large (one from each year) who are selected by the ASTS President.
3. Terms. The overlapping Council Directors shall serve ex-officio terms that correspond with the office held with ASTS (1 year for the President and President-Elect, and 3 years for the Secretary, Treasurer, and councilors-at-large). Three of the five initial at-large Directors shall serve staggered terms of two (2) years, three (3) years and four (4) years, respectively. The at-large Directors that are serving as the Chair and Vice-Chair shall serve 2-year terms. Thereafter, all at-large Directors shall serve staggered 2-year terms. 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.
5. Vacancy. A vacancy among the Directors because of death, resignation, removal, or any other reason, may be filled by the Board of Directors.
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 Chair who may fix any place whether within or without the Commonwealth of Virginia, as the place for holding any special meeting.
7. Notice. Notice of meetings of the Board of Directors shall be given at least two (2) 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.
8. 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; provided, however that a majority of the Directors present must be the overlapping Council Directors; 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.
9. 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.
10. Action without a Meeting. 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 and delivered to the Corporation. A written consent and the signing thereof may be accomplished by one or more electronic transmissions.
11. 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.
Article II: Officers
1. Officers. The officers of the Corporation shall be a Chair, Vice Chair, President, President-Elect, Secretary, and Treasurer, and such other officers as may be appointed in accordance with other provisions of this Article. The Board of Directors may appoint such other officers or agents, including one or more Assistant 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. The Board may engage or employ an Executive Director (or such other title as designated by the Board) to perform such duties as determined by the Board of Directors.
2. Appointment. The ASTS President, ASTS President-Elect, ASTS Secretary and ASTS Treasurer shall serve ex-officio in the roles of President, President-Elect, Secretary and Treasurer of the Corporation. The Chair and Vice-Chair shall be presented by the ASTS Nominating Committee and appointed by the Board of Directors.
3. Removal. An officer may be removed by the Board with or without cause 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. Chair. The Chair shall exercise general supervision over the affairs of the Corporation, its officers, and personnel consistent with policies established by the Board of Directors. The Chair shall spearhead fundraising efforts and other duties as may be prescribed by the Board of Directors. The Chair 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 Chair. The Vice Chair shall perform such duties as may be assigned by the Chair or the Board of Directors.
7. President. The President shall support the work of the Chair in fundraising activities and in general shall perform such duties as may be assigned by the Chair, Vice-Chair, or by the Board of Directors.
8. President-Elect. The President-Elect shall support the work of the Chair in fundraising activities and in general shall perform such duties as may be assigned by the Chair, Vice-Chair, or by the Board of Directors.
9. Secretary. The Secretary shall 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; be custodian of the corporate records; and other such duties as may be assigned by the Chair, Vice-Chair, or the Board of Directors.
10. Treasurer. The Treasurer shall be responsible for the oversight of 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 perform other such duties as may be assigned by the Chair, Vice Chair, or by the Board of Directors. The 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.
11. Compensation. Appointed Officers shall not receive any stated salaries for their services as such; however, nothing herein contained shall be construed to preclude any paid Officer from serving the Corporation and receiving reasonable compensation therefore.
Article III: Committees
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 Directors, 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. The Board of Directors may also establish and define the responsibilities of other committees, working groups, and task forces, from time to time as it shall deem appropriate to conduct the activities of the Corporation. Any committee or group not made up entirely of members of the Board of Directors shall not exercise any authority of the Board of Directors in the management of the Corporation.
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. Chair. One member of each committee shall be appointed chair 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.
Article IV: Contracts, Checks, Deposits, and Funds
1. Contracts. The Board of Directors may authorize any officer or officers, agent, or agents of the Corporation, including an Executive Director, 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 the Executive Director according to ASTS policy and procedures or by any officer or officers or agents of the Corporation authorized by the Board of Directors.
3. Deposits. All funds of the Corporation shall be deposited in such banks, trust companies, or other depositories as the Board of Directors or such Officer or Officers shall 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.
Article V: Books & 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 and any other documents or records as required under Title 13.1 of the Code of Virginia, as amended.
Article VI: Indemnification
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.
Article VII: Robert’s Rules of Order
The rules contained in the most recent edition of Robert's Rules of Order shall guide the rules of procedure of the Corporation where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.
Article VIII: Amendments
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 seven (7) days' written notice is given of the intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.
Article IX: Dissolution
Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation remaining after payment of the debts of the Corporation or provision therefor shall be distributed exclusively for its charitable or educational purposes, or to organizations which are then exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1986, and to which contributions are then deductible under Section 170(c)(2) of such Code, as the Board of Directors shall determine.