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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 promote an increase in knowledge of the
microcirculation and associated phenomena of the blood
and other extracellular fluids of the body, and the
utilization of such knowledge. The interchange of
knowledge, ideas and data can be realized through
publication and interaction at national and international
scientific meetings.
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 $50.00 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 written
proposal of the person for
regular, student, or associate or honorary membership on
appropriate forms provided by the Secretary. 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 ballot of the Council. A two-thirds
(2/3) majority positive vote by Council shall be required
for election.
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 written vote of the membership.
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 meeting of the Society which follows
the written ballot
for election. 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 written 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 plan the Annual Meeting of the
Society, and undertake other such 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 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 also keep a 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
(except a bank account to meet the day-to-day operational
expenses of the Society), 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 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 Secretary or 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
Secretary or 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 written vote, a secret ballot
election will be held as part of the next annual business
meeting.
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.
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 3 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 the
President-Elect of the Society, serving a 1 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.
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
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 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 October 1 for
the current fiscal year and shall be in arrears on
December 31. 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 and will be ineligible to vote. 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 30th
day of June 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 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. All new
words and phrases shall be indicated by continuous
underlining or italics.
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