|
ARTICLE I. Microcirculatory
Society
Section 1. The name of this organization
is The Microcirculatory Society, Inc. (hereinafter known
as the Society). The official abbreviation for the name
is MCS.
ARTICLE II. Purposes
Section 1. The purposes of the Society
are to actively encourage and promote all forms of
innovative research and teaching leading to an increase
in understanding of microcirculatory function in health
and disease.
ARTICLE III.
Membership
Section 1. The Society shall consist of
regular members, student members, associate members,
emeritus members, honorary members, supporting members,
and sustaining members.
Section 2. Regular Members.
Any person who has contributed to the increase in
knowledge of the microcirculation, and is presently
engaged in such work, shall be eligible for election to
regular membership in the Society. Except in unusual
circumstances, a regular member shall hold a doctoral
degree. A regular member may attend and participate in
the business meetings of the Society and is entitled to
one vote.
Section 3. Student Members.
Any person who is engaged as a full-time graduate
student in a recognized University program, and is
actively involved in research on the microcirculation or
associated phenomena shall be eligible for election to
student membership in the Society. Except in unusual
circumstances, a student member shall not hold a doctoral
degree. A student member may attend and participate in
the business meetings of the Society, but shall not have
the right to vote.
Section 4. Associate Members.
Individuals who are interested in and engaged in work
related to the microcirculation, but who do not meet the
requirements for regular or student membership, shall be
eligible for election to associate membership. Associate
members may attend and participate in the business
meetings of the Society but shall not have the right to
vote.
Section 5. Emeritus Members.
On approval by the Council, a regular member, after
20 years of regular membership or on retirement from
regular employment, may, upon his or her written request,
become an emeritus member. Emeritus members may attend
and participate in business meetings of the Society and
shall have the right to vote.
Section 6. Honorary Members.
Individuals who have distinguished themselves by
outstanding contributions in the study of
microcirculatory phenomena may be elected honorary
members by a special act of commendation. Honorary
members may attend and participate in the business
meetings of the Society, but shall not have the right to
vote.
Section 7. Supporting Members.
Any regular member who voluntarily contributes $250 or
more annually over and above the dues of regular members
shall be denoted a supporting member.
Section 8. Sustaining Members.
Individuals and organizations that have an interest in
the purposes of the Society and wish to contribute to its
support may be invited by the President, with the
approval of the Council, to become sustaining members.
Any such membership may be terminated by the President
with the approval of the Council. Sustaining members may
not attend or participate in business meetings of the
Society and shall not have the right to vote.
Section 9. Nomination and Election of
Members.
Two regular members of the Society shall join in the
proposal of the person for regular, student, or associate
or honorary membership on appropriate forms provided by
the Secretary through the Society's web site or other
available means of communication. The Membership
Committee shall receive these proposals and refer them
with its recommendations to the President for approval.
Those persons whose proposals are approved by the
President shall be nominated for election to membership
by a mail (including e-mail, fax) ballot of the Council.
A two-thirds (2/3) majority positive vote by Council
shall be required for election. Receipt of nominations
and election to membership shall be carried out on a
rolling basis throughout the year.
ARTICLE IV.
Officers
Section 1. Council.
The management of the Society shall be vested in its
Council (all of whom must be regular members of the
Society), with powers of direction, consisting of the
President, President-Elect, immediate Past-President,
Secretary, Treasurer, and six additional regular members
elected by the members by vote of the membership (through
available means of communication). The President and
President-Elect shall not succeed themselves after having
served a full term. The terms of President and
President-Elect shall be for one year. The Secretary and
Treasurer shall be elected to two-year terms and these
officers may succeed themselves for one term. The
Secretary and Treasurer shall be elected on an
alternating year basis, and the terms of the six
additional elected Councilors shall be three years, so
elected that only two Councilors are elected each year.
Councilors may not succeed themselves to serve
consecutive terms. All terms of office shall begin at the
close of the annual regular meeting of the Society. The
Council, by majority vote of its remaining qualified
members, shall fill any interim vacancy in the office of
the President-Elect, the Secretary, the Treasurer, and
the Clerk, and may fill a vacancy of a Councilor. The
term of office of a person elected to fill an interim
vacancy shall expire following the tally of a valid
regular ballot to elect his/her successor.
Section 2. Executive Committee.
The Executive Committee of the Society shall be defined
as the principal officers, namely the President, the
President-Elect, the Past-President, the Secretary and
the Treasurer. They shall attend to the ordinary running
of the Society, making the decisions required for its
smooth functioning. All major decisions shall be subject
to the approval of Council or the full membership.
Section 3. President.
The President shall preside at all meetings of the
Council and business meetings of the Society, and shall
be an ex-officio member of all standing committees, and
shall have other duties as prescribed in the appendix of
these bylaws. The President, after consultation with the
Council, shall appoint members of the standing committees
where called for in these bylaws.
Section 4. President-Elect.
The President-Elect shall undertake duties as may be
delegated by the President. The President-Elect shall
become the next regular President of the Society after
completion of the regular term as the President-Elect. In
the absence or during the disability of the President,
the President-Elect shall have all of the powers and
perform all of the duties of the President. Any service
as an interim president of the Society shall not reduce
the term of the President-Elect as the next regular
President of the Society.
Section 5. Past President.
The immediate Past President shall chair the
Long-range Planning Committee and shall review, and where
needed, recommend revisions of the Society's Bylaws, as
described in Article X, Section 2.
Section 6. Secretary.
The Secretary shall give bond to the Society, if
required by the Council, for the faithful performance of
his/her duties. The Secretary shall have custody of all
documents and papers belonging to the Society (except
his/her own bond which shall be kept by the President)
and shall safely keep the same, and disburse the orders
and rules of the Council. The Secretary shall have
co-custody of a bank account to meet the day-to-day
operational expenses of the Society. The Secretary shall
give notice of all meetings as required by the bylaws,
send out the various customary mailings to the
membership, and shall inform the membership whatever the
President or Council desires. The Secretary shall use the
available means of communication to perform these duties.
The Secretary shall also keep a directory with the
complete list of the name, title and address of each
member of the Society. The Secretary shall keep the
minutes of the Council and of Business Meetings of the
Society and shall have other duties as prescribed in the
Operations Manual In the absence of the Secretary, the
President shall appoint a temporary secretary to record
the minutes.
Section 7. Treasurer.
The Treasurer shall give bond to the Society, if
required by the Council, for the faithful performance of
his/her duties. The Treasurer shall have custody of all
monies, debts, obligations, contracts, and other property
belonging to the Society (except his/her own bond which
shall be kept by the President) and shall safely keep the
same, and shall collect all properties and all monies
from time to time due and owing to the Society. The
Treasurer shall also keep a directory with the complete
list of the name, title and address of each member of the
Society and will verify at least annually the status of
each member. The Treasurer shall be chair of the Finance
Committee to disburse the provision of Article VI,
Section 4 of these bylaws.
Section 8. Clerk.
The Clerk shall be a resident of the Commonwealth of
Massachusetts, and need not be a member of the Society.
(The office is required as a condition of incorporation
by the Commonwealth of Massachusetts.) The duties of the
Clerk of this Society shall be those required by the
statutes of the Commonwealth of Massachusetts. Such
duties, to the extent permitted by law, may be assigned
to others by the Council. The Clerk shall be appointed
annually by the President of the Society, and may serve
in the Council and Business Meetings, without vote except
as a member of the Society.
Section 9. Nomination and election of Officers and
Councilors.
Nomination for all Officers and Council members of
the Society will be obtained by mail, fax, or e-mail on
or before December 1 by requesting the membership to
propose nominees. The request for nominations will be
made in the Society Newsletter preceding the December 1
deadline. Nominations will be sent to the Chair of the
Nominating Committee. For each office, the two persons
(who agree to stand for election) with the highest number
of nominations will be included on the ballot. In years
in which two members of the Council are to be elected, a
total of not more than four nominees will be included on
the ballot. Once the nominations are complete, each
member will receive and return by mail, fax, or e-mail,
the ballot of officers and Council members. The ballots
will be returned to the Chair of the Nominating Committee
for tabulation and determination of outcome. In the event
that a majority vote for a given office is not obtained
by regular vote, the Chair of the Nominating Committee
will call immediately for a run-off election between the
two candidates with the highest votes. The election will
be conducted promptly by mail, fax, or e-mail.
ARTICLE V.
Council
Section 1. Management of the Society.
The property and affairs of the Society shall be
managed and conducted by the Council with powers of
directors. The members of the Council shall serve without
compensation and shall be called Councilors.
Section 2. Qualifications, Elections and
Vacancies.
Specified in Article IV, Section 1 and Section 9.
Section 3. Meetings.
At least one regular meeting of the Council shall be
held during each annual meeting of the Society members,
and for this regular meeting no notices shall be
required. Other meetings of the Council shall be held as
often as the needs of the Society may require. They may
be held at regular intervals determined by the Council,
or they may be called by the President or any three
members of the Council. The Secretary shall notify each
Councilor of each meeting of the Council. Notice of any
meeting may be dispensed with if each member of the
Council, by writing filed with the records of the
meeting, waives such notice. No notices shall be required
to be given of any adjourned meeting of the Council.
Section 4. Quorum.
A majority of the Council shall constitute a quorum
for the transaction of business, but a lesser number may
adjourn any meeting from time to time, and a meeting may
be held as adjourned without further notice. A majority
vote of Councilors in attendance (unless otherwise
specified elsewhere), with each entitled to one vote,
shall decide any question brought before the Council,
except that a majority of the qualified Councilors shall
be required for temporarily filling a vacancy of an
office. In the event of a tie vote, the President shall
then be entitled to two votes.
ARTICLE VI. Standing
Committees
Section 1. Standing Committees.
Standing committees and their Chairs shall be
appointed by the President in consultation with the
Council. The term of all standing committee members,
except as otherwise provided elsewhere, shall be for
three years. However, on adoption of these bylaws, the
term shall be one, two, or three years for various
committee members, as determined by the Council, so as to
provide continuity of committee operation. Emeritus,
Honorary, and Sustaining members may be appointed from
time to time for terms up to one year. Sustaining members
so appointed shall not have the right to vote. The
President shall be an ex-officio member of all
committees. Guidelines for committee operation shall be
approved by Council. The President, in consultation with
Council and upon recommendation and evidence submitted by
the Committee Chair or committee members, will be
empowered to terminate at any time the term of committee
members failing to discharge their duties.
Section 2. Membership Committee.
A Membership Committee, composed of three or more
regular members of the Society, shall receive and review
proposals for nomination to membership, and shall
recommend regular, associate, and student nominees for
membership to the Society according to Article III,
Section 9.
Section 3. Finance Committee.
A Finance Committee consisting of the Treasurer (who
shall Chair the Committee) and two or more regular
members appointed by the President shall receive and
evaluate the impact of the various proposed budgets,
shall determine the budgets and make recommendations and
shall recommend a budget to the Council. This Committee
shall supervise the capital investments of the Society,
subject to the full authority of direction by the
Council.
Section 4. Nominating Committee.
A Nominating Committee shall consist of three or more
regular members, none of whom shall simultaneously be an
officer of the Society or the immediate Past-President.
This Committee shall obtain nominations and conduct
elections for officers and councilors as prescribed in
Article IV, Section 9.
Section 5. Liaison Committee.
The Liaison Committee shall consist of the President
(who shall serve as Committee Chair), the MCS
representative to the US National Committee for the
International Union of Physiological Sciences (USNC for
IUPS), the MCS member appointed liaison to the European
Societies of Microcirculation, the MCS members appointed
to the International Liaison committee, and the Secretary
of the Society, and may include any other members at the
pleasure of the President. This Committee shall maintain
communication with scientific organizations that have
interests in common with the Society, and shall
officially represent the Society in the international
community.
Section 6. Long-range Planning Committee.
The Long-range Planning Committee shall consist of
the ten (10) most recent Past-Presidents and shall be
chaired by the immediate Past-President of the Society.
This committee shall consider all aspects of society
affairs to identify major issues of importance to the
Society and to recommend future strategies, plan meetings
for the Society for a minimum of 5 years in advance of
the next annual meeting, and new policy directions for
society function.
Section 7. Development Committee.
The Development Committee shall consist of three or
more regular members of the Society. This committee shall
seek new supporting and sustaining members of the
Society, and shall consider and recommend fund-raising
activities for Council consideration. Upon request of the
President, this committee shall implement
Council-approved fund-raising activities on behalf of the
Society.
Section 8. Historical Committee.
The Historical Committee shall consist of three or
more regular members of the Society. This committee shall
seek, identify, and obtain information, documents, films,
and other items which have historical significance to the
Society. This committee shall maintain updated lists of
past officers and recipients of Society Awards.
Section 9. Awards Committee.
An Awards Committee, composed of six regular members,
shall solicit from the voting membership the names of
candidates for any awards that the Council has
authorized. After selection of the candidates is made by
the Awards Committee, the names of the candidates shall
be approved by the President and the Council prior to any
announcement of the awardees. Announcements of the
winners of awardees should be made known to voting
members of the Society prior to the Annual Society
scientific meeting.
Section 10. Programs and Meetings Committee.
The Program Committee shall be chaired by an officer
appointed by the President of the Society, and will serve
a three year term. Members of the Committee shall be
appointed for 3 years, by the President. The Committee
shall: a) follow up on the recommendations to Council and
the membership from the Long Range Planning Committee for
the meeting(s) proposed for at least three years in
advance. b) Serve as the liaison to the program
committees of other societies or associations with whom
the MCS may meet, with the Program Committee Chair as the
official representative. c) Make recommendations, to be
approved by the Executive Committee of the MCS, with
respect to: program style and format, commitments to
other societies, local arrangements, appointments to the
program committees of umbrella associations.
Section 11. Publications
Committee.
The Publications Committee shall consist of a Chair
and at least two other members of the Society, appointed
by the President and responsible to the Council of the
Society. The Chair of the Committee is an ex-officio
member of Council, without vote. The President,
Treasurer, and Secretary of the Society are ex-officio
members of the Committee, without vote. The duties are to
oversee the journals and other publications of the
Society, particularly with respect to the scientific
quality of the journals and the fiscal interests of the
Society. They shall appoint Editors and editorial boards,
prepare an annual summary report and an annual financial
report, and in general, manage the publications of the
Society under the policies determined by Council. The
ownership of the title "Microcirculation" and the
copyright of material published in the journal shall be
held by MCS. The term of the Publications Chair will be
set to provide continuity during the time that contracts
with publishers are negotiated or Editors of the Journal
are chosen. When these decisions are being made, the term
will likely be for two consecutive years.
The Editor of the journal will be appointed by Council
for a five year term and no individual will serve more
than two consecutive five year terms.
The appointment of Editor will be at the
recommendation to Council by a committee which will
consist of the Publications Committee plus the President
of the Society. The Chair of the Publications Committee
will chair this committee.
The Publications Committee,
plus the President of the Society and the Editor of the
journal, is responsible for oversight of contractual
agreements between the publisher of the journal and
MCS.
The Editor will nominate the Associate Editors and the
Editorial Board. These appointments will be submitted to
Council for approval. The Editorial Board members will be
appointed for a two year term with one-third of the
Editorial Board being ineligible for reappointment to a
consecutive term. All members of the Editorial Board must
be members of MCS.
Section 12. Representative of the MCS to the US
National Committee of the International Union of
Physiological Sciences.
This position is to be filled by an appointee of the
President of the MCS. The appointment is for three years,
or four, designed to fit with the time interval between
IUPS Congresses. The appointee should be a senior member
of the Society, suitable to represent the Society's
interests in international planning not only of
scientific meetings but in providing international
leadership in science and education. Reappointment for a
second term is allowable, in accord with IUPS committee
rules.
Section 13. Representative of the MCS to the
European Societies for Microcirculation (ESM).
This position is to be filled by an appointee of the
President of the MCS. The appointment is for three years,
or four, designed to fit with the requirement of ESM. The
appointee should be a senior member of the Society, who
participates in the European Microcirculatory Society
meeting, suitable to represent the MCS's interests in
international planning not only of scientific meetings
but in providing international leadership in science and
education. Reappointment for a second term is allowable,
in accord with ESM rules.
Section 14. Representatives of the MCS to the
International Liaison Committee.
These three positions are to be filled by appointees
of the President of the MCS. The appointment is for three
years, or four, designed to fit with the time interval
between World Congresses. The appointees should be senior
members of the Society, suitable to represent the
Society's interests in international planning not only of
scientific meetings but in providing international
leadership in science and education.
Section 15. Communications Committee.
The Communications Committee shall consist of a Chair
and at least three other members of the Society,
appointed by the President of the Society for up to three
year terms. This committee shall be responsible for the
oversight of the Society's web page. The Society website
address, microcirc.org, is the property of MCS. The
committee's other primary function is to coordinate with
the Program and Meetings committee, the Liaison
Committee, the Publications Committee, as well as the
parties who collect directory, dues, and newsletter
information, to keep the membership informed of MCS
activities. The Communications committee will develop an
annual report and budget for review by Council.
Section 16. Other Committees.
The President may appoint temporary (ad hoc)
committees as desired. The term of office of these
temporary committees shall end with the next annual
business meeting of the Society following such
appointment, or earlier as the President desires.
ARTICLE VII. Dues
Section 1. Annual Dues.
Dues for members, in accordance with Article III,
shall be proposed by the Council but shall be determined
by majority vote of those voting at the annual business
meeting of the Society. Dues shall be paid January 1 for
the current fiscal year and shall be in arrears on April
1. Special assessments may be proposed by the Council but
shall be determined by majority vote of those voting at
the annual business meeting of the Society.
Section 2. Nonpayment of Dues.
Any member whose dues are one year in arrears shall
become an inactive member of the Society, and will be
notified by the Treasurer. An inactive member will not
receive the journal, will be ineligible to vote, and may
not serve on committees. If an inactive member is in
arrears for an additional year, he/she may reactivate
membership in the Society by payment of all outstanding
dues. The Treasurer shall notify the delinquent of the
right to request reinstatement of membership at least one
time after dues are two years in arrears before they
cease to be a member of the Society.
Section 3. Emeritus Members.
A regular member who has been granted emeritus
membership will be relieved from dues payment for the
current and subsequent fiscal years.
ARTICLE VIII. Meetings of
Society Members
Section 1. Annual Meeting of Members.
The Society shall hold an annual meeting of members,
for the transaction of business, and for presentation of
scientific communications and related activities. Such
annual meetings shall be held each year at a time and
place designated by the Council and approved by the
membership. The time and place for the annual meeting
shall be chosen at least eleven months in advance at an
annual business meeting. The place, day, and hour shall
be specified in the notice of any meeting of the Society.
Section 2. Special Meetings of Members.
Special meetings of members shall be called by the
Secretary or any other officer upon the request of the
President or the Council or on the written request of
one-quarter of the members entitled to vote. The current
list of members with their addresses shall promptly be
made available to any member entitled to vote, on
request, but shall not be utilized by anyone for purposes
not directly pertaining to the business of the Society
without the written permission of the President.
Section 3. Notice to Members.
Notice of all a meetings of the members shall be made
known to each member not less than 30 nor more than 180
days before the meeting, but no notice shall be required
if every member entitled thereto, or his/her attorney
thereunto, authorizes, by a writing which is filed with
the records of such a meeting, a waiver of such
notice.
Section 4. Quorum for Annual and Special
Meetings.
At all meetings of members of the Society, 40 regular
members, present in person and entitled to vote, shall
constitute a quorum, but less than a quorum shall have
power to adjourn from time to time until a quorum be
present. No member shall cast a ballot by proxy at any
meeting of the Society.
Section 5. Parliamentary Authority.
The rules contained in Robert's Rules of Order,
Revised, shall govern the conduct of the business
meetings of the Society in all cases to which they are
applicable and in which they are not inconsistent with
the bylaws or special rules of order of the Society.
ARTICLE IX.
Miscellaneous
Section 1. Prohibitions.
Notwithstanding any provision of these by laws which
might be susceptible to contrary interpretation:
a. The Society is organized and
operated exclusively for scientific and educational
purposes.
b. No part of the net earnings of the
Society shall accrue to the personal benefit of any
member except as provided by the Society awards
(Article VI, section 9).
c. No substantial part of the activities of
the Society shall consist of carrying on propaganda,
or otherwise attempting to influence local, state, or
national legislation, except with respect to science
policy or to other special issues such as the
obligations to perform biological experimental
studies. The Society shall not participate in or
intervene in any campaign of any candidate for
government public office.
d. No substantial part of the activities of
the Society shall consist of carrying on propaganda,
or otherwise attempting to influence local, state or
national legislation. The Society shall not
participate in or intervene (including publishing or
distribution of statements) in any campaign of any
candidate for governmental public office.
e. The Society is not organized for, nor is
it to be operated for profit.
f. The membership list of the Society shall
not be supplied to anyone for any purpose except as
provided under Article VIII, Section 2, or except as
specifically provided by Council.
Section 2. Fiscal Year.
The fiscal year of the Society shall end with the
31st day of March of each year.
Section 3. Audit.
All statements of net assets and related statements
of income, expenditures, fund capital, and liabilities
shall be audited annually in accord with the statutes of
the Commonwealth of Massachusetts. The audit will be made
annually by the Finance Committee and every third year by
an independent auditing firm.
Section 4. Term of Office.
Where a term of office is stated in years, a year is
to be considered as extending from the end of one annual
business meeting to the end of the following one.
Section 5. Operations Manual.
The Secretary of the Society shall maintain an
operations manual providing outlines of procedures found
useful by the Executive Council and Committees of the
Society.
ARTICLE X.
Amendments
Section 1. Amendments.
These bylaws may be amended, altered or repealed at
any business meeting of the Society members by a vote of
two-thirds (2/3) of the regular members in attendance or
by mail (e-mail, fax) ballot of the Society members by a
vote of three-quarters (3/4) of the regular members and
entitled to vote, provided notice of the proposed repeal,
alteration or amendment, with a statement of the
substance thereof and of the Articles to be affected
thereby, is given in the call for the meeting. Approved
bylaw changes will be added to the published bylaws by
the immediate Past-President as stipulated in Article IV,
Section 5.
Section 2. The Past-President shall review the
Society Bylaws, incorporate approved changes following
the annual business meeting of the Society, and submit a
complete copy of the Bylaws to the President at least 3
months prior to the next annual meeting. Any proposed
changes that require Council and membership approval
shall be presented in a complete copy of the Bylaws,
labeled with proposed revisions. All words and phrases
deleted from existing approved Bylaws shall be indicated
by a horizontal line through them. Continuous
underlining, italics or a different color shall indicate
all new words and phrases.
|