ARTICLE ONE
Office
The office of the International Board of Blood Management, hereinafter referred to as "IBBM”, shall be located at a location designated by the IBBM Board of Directors. The office shall maintain a mailing address, telephone line and mechanism for electronic communications. An office manager who will be responsible for communications and coordinating activities of the IBBM shall maintain the office.
ARTICLE TWO
Members
The IBBM shall have no members.
ARTICLE THREE
Board of Directors
Section 3.1.
Board of Directors: The IBBM shall have a Board of Directors consisting of eight (8) directors. Permanent positions shall be the President and Treasurer of AmSECT, and the Executive Director of the AmSECT managing firm. In addition there will be six (6) members who will initially be appointed by the President of AmSECT and come from the Perioperative Blood Management Taskforce.
Section 3.2
Subsequent Board of Directors: The permanent directors will be the AmSECT President and Treasurer. The AmSECT Executive Director will serve as an ex officio member of the Board but have no vote. The six (6) additional members shall come from the membership of AmSECT.
Section 3.3.
Chairman of the Board of Directors: The Chairman of the Board of Directors will be elected from the Board of Directors by majority vote. Neither AmSECT President nor Treasurer can serve as the Chairman.
Section 3.4.
Term of Office: The two (2) permanent seats on the Board of Directors (AmSECT President and Treasurer) shall serve for so long as they hold the position and office of President and Treasurer. The term of elected board member will be two (2) years. The first appointment of Board members will serve the following terms: two (2) members will serve for two (2) years, and three (3) members will serve for three (3) years. The AmSECT Board of Directors will determine the initial length of term for these appointees. The incoming Directors will hold office for a period of two (2) years. Elections will be held every year, following the initial two (2) year period, with no more than three (3) individuals leaving the board during an election year. A term limit of no more than four (4) consecutive years can be served by any director. Board Directors who have served a four (4) year term can run for another term of office after taking a minimum of two years off after leaving office. Elections will coincide with the general elections of AmSECT with individuals running for position submitting a Willingness to Serve Form to the IBBM. In the event of a vacant slot prior to an election, the Board will nominate an individual(s) to fill the vacancy until the ensuing election. The Board of Directors will elect an appointee(s) who will serve till the ensuing election.
Section 3.5.
Removal: Any non-permanent director may be removed with or without cause by the vote of two-thirds majority of the Board of Directors present by voting at a special meeting called for that purpose. A permanent director may be removed only for cause. Board members removed will be afforded due process to review the reasons for dismissal.
Section 3.6.
Power of Board of Directors: Except as otherwise provided in the Articles of Incorporation, or bylaws, the powers of the IBBM shall be exercised, its properties controlled, and its affairs conducted by the Board of Directors which may, however, delegate the performance of duties or the exercise of any powers to such officers and agents as the board may from time to time by resolution designate.
Section 3.7.
Compensation: No member of the Board of Directors shall receive any compensation from the IBBM for serving as a Director except that all reasonable and necessary expenses shall be reimbursed to the directors which expenses were incurred in the performance of their duties as Directors.
Section 3.8.
Meetings: Two (2) annual meetings of the Board of Directors shall be held. One will be at the same place and time as the AmSECT International Meeting and shall take place prior to the meeting of the Board of Directors of AmSECT so that the IBBM may report to said Society's Board of Directors on the IBBM's activities. The second meeting will be conducted at the yearly New Advances in Blood Management Meeting.
Section 3.9.
Special Meeting: A special meeting of the Board of Directors may be held upon a call thereof agreed to by a majority of the permanent directors of the IBBM and shall be held at such time and place as indicated in the notice of meeting, but at least ten days prior notice shall be given. Such a meeting can be conducted via phone or other electronic means.
Section 3.10.
Quorum: A majority of the Board of Directors, which must include the three (3) permanent directors, shall constitute a quorum for the transaction of business at any meeting of the Board; however, if less than a majority of the Board is present at any meeting, a majority of the Board present may adjourn the meeting from time to time without further notice.
Section 3.11.
Robert's Rules of Order: All meetings of the Board of Directors shall be governed by Robert's Rules of Order as revised.
Section 3.12.
Action Without Meeting: No meeting need be held by the Board of Directors to take any action required or permitted to be taken by law, provided all members of the Board of Directors shall individually or collectively consent in writing to such action, and such written consent or consents is/are filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as action by unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting.
Section 3.13.
Liability: The members of the Board of Directors of the IBBM shall not be personally liable for its debts, liabilities, or other obligations and, shall be entitled to full indemnification and reimbursement for attorney's fees, expenses, damages, or costs incurred as a result in being joined in any legal action in their capacity of directors unless their willful, malicious, or unlawful activities has given rise to such action.
ARTICLE FOUR
Officers
Section 4.1.
Identity of Officers: The officers of the IBBM shall be a Chairman, Secretary and Treasurer and other such assistant officers as the Board shall from time to time deem advisable.
Section 4.2.
Election: The officers of this IBBM shall be elected by the IBBM Board of Directors at the national meeting. Each officer so elected shall hold office for one (1) years or until his or her successor shall have been duly elected and shall have been qualified.
Section 4.3.
Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the interests of the IBBM would be best served thereby. Any such removal shall be without prejudice to the contractual rights of any officer so removed. Board members removed will be afforded due process to review the reasons for dismissal.
Section 4.4.
Vacancy. A vacancy in any office whether due to death or resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.5.
Duties:
a. Chairman. The Chairman shall be the chief executive officer of the IBBM, and shall exercise general supervision and control over all of the activities of the corporation. The Chairman shall:
(1) Shall preside at all meetings of directors; and
(2) May sign, with the secretary or other officer duly authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments, the execution of which has been authorized by the Board of Directors, except in cases where the signing and execution of such instruments has been expressly delegated by the Board of Directors of these bylaws, or to some other officer or agent of the corporation by law; and
(3) Shall perform all other duties generally incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors.
b. Treasurer. If so required by the Board of Directors, the Treasurer shall:
(1) Give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties as theBoard of Directors may deem appropriate; and
(2) Have charge and custody of, and be responsible for, all funds and securities of the corporation; and
(3) Receive and give receipts for moneys due and payable to the IBBM from any source and deposit all such moneys in the name of the IBBM in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and
(4) Perform all duties generally incidental to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the Chairman or by the Board of Directors.
c. Secretary. The secretary shall:
(1) Keep the minutes of meetings of members and of the Board of Directors, in one or more books provided for that Purpose; and
(2) See that all notices are duly given in accordance with these bylaws or as required by law; and
(3) Be custodian of the corporate records and of the seal of the corporation; and
(4)Keep a book containing the names and addresses of all directors of the corporation, and with respect to any, directorship that has been terminated, record that fact together with the date of termination; and
(5)Exhibit to any director of the IBBM, or to a director's agent, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these bylaws, the certificate of incorporation, the director's membership book, the minutes of any meeting, and the other records of the corporation.
Section 4.6.
Qualifications: The officers of the IBBM shall be elected from among the members of the board of the IBBM. However, no officers of AmSECT shall hold the counterpart office in this IBBM.
ARTICLE FIVE
Committees
Section 5.1.
Executive Committee: There shall be an executive committee of the IBBM to act between meetings of the board of directors and that committee shall consist of the Chairman, Treasurer and Secretary of the IBBM.
Section 5.2.
Finance Committee: The matter of controlling, aligning, investing, and disposing of the property of this IBBM for the purpose of earning an income as distinguished from applying property and funds to charitable purposes, shall be exclusively vested in a finance committee, which shall consist of three directors to wit: the Treasurer of the IBBM, the Treasurer of AmSECT, Inc. and the Executive Director of AmSECT.
ARTICLE SIX
Miscellaneous
Section 6.1.
Contracts: The Board of Directors may, be resolution duly adopted, 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 to execute and deliver any instrument in the name of and on behalf of the IBBM. Such authority may be general, or confided to specific instances.
Section 6.2.
Gifts and Contributions: The Board of Directors or the Executive Committee may:
a. Accept on behalf of the IBBM any contribution, gift, bequest, or devise of any type of property ("donations"), for the general and special charitable purposes of the corporation, on such terms as the board or committee shall approve.
b. Hold such funds or properly in the name of the IBBM or of such nominee or nominees as the board or committee may appoint.
c. Collect and receive the income from such funds or property devote the principal or income from such donations to such benevolent and charitable purposes as the board or committee may determine.
Section 6.3.
Deposits: All funds of the IBBM shall be deposited from time to time to the credit of the IBBM in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 6.4.
Checks, Drafts, Orders for Payment: All checks, drafts, or orders for, the payment of money, notes, or other evidences of indebtedness issued in the name of the IBBM shall be signed by such officer or officers, agent or agents of the IBBM and in such manner as the' Board of Directors shall from time to time by resolution determine. In the absence of such determination, such instruments shall be signed by the Treasurer or an assistant Treasurer, and countersigned by the Chairman of the IBBM.
Section 6.5.
Books and Records: The IBBM shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of Board of Directors, and committees, and shall keep at the registered or principal office a membership book giving the names and addresses of Board members entitled to vote. All books and records of the IBBM may be inspected by any Board member, or their agent or attorney of either, or any proper person, at any reasonable time.
Section 6.6.
Fiscal Year: The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year.
Section 6.7.
Waiver of Notice: Whenever any notice is required to be given under the laws of the State of Virginia or under the provisions of the articles of incorporation or the bylaws of this IBBM, a waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated, shall be deemed equivalent to the giving of such notice.
ARTICLE SEVEN
Dissolution
Upon dissolution of the corporation, the net assets of the corporation shall be distributed in accordance with a plan of distribution adopted pursuant to The Virginia Non-Stock Corporation Act or by a court of competent jurisdiction exclusively to one or more corporations or organizations engaged in activities substantially similar to those of the corporation which are at the time exempt from Federal income taxes. Under Section 501(c)(6), United States Internal Revenue Code, no corporate property or assets shall be transferred to inure to any member, officer, or director of its corporation.
ARTICLE EIGHT
Amendment of Bylaws
These Bylaws may be amended at any time by the Board of Directors acting by majority vote provided at least three (3) of the permanent directors vote in favor of the amendment. Thirty (30) day notice of all bylaw changes will be made by communicating with the entire Board of Directors intent thereof.
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