SECTION 1. The corporation shall be known as International Clinical Cytometry Society (the “Society”).
SECTION 2. The Society may, at its pleasure by a vote of two-thirds (2/3) of the Members, change its name.
SECTION 3. The registered office of the Society shall be located within the District of Columbia, at such place as is designated in the articles of incorporation of the Society (the “Articles of Incorporation”). The Society may maintain additional offices at such other places within or without the District of Columbia as the Council may designate.
ARTICLE II. PURPOSES
SECTION 1. AUTHORIZED ACTIVITIES. The Society is organized as a nonstock corporation exclusively for the following purposes:
1. To foster the worldwide development and implementation of clinical applications of cytometry;
2. To stimulate and promote research in new clinical applications of cytometry and allied disciplines;
3. To foster education and the exchange of information among persons engaged in clinical cytometry;
4. To issue publications in the field of clinical cytometry and its applications;
5. To interact with agencies, both private and governmental, which regulate, oversee, monitor and control the practice of clinical cytometry, in the interest and for the benefit of clinical cytometry, and the patients it serves; and
6. To perform such other educational and charitable activities as may be necessary and appropriate in order to accomplish the foregoing purposes.
SECTION 2. RESTRICTIONS ON ACTIVITIES. The Society is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue Law (the “Code”). The Society is not organized and shall not be conducted for profit. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes. The Society’s primary activity shall not consist of performing particular services for individual persons. Except as otherwise provided by Section 501(h) of the Code, no substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting, to influence legislation. The Society shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provision of the Bylaws, the Society shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code, or (b) by a corporation contributions to which are deductible under Section 170(a) of the Code as being to an organization referred to in Section 170(c)(2) of the Code.
ARTICLE III. MEMBERS
SECTION 1. ELIGIBILITY. Any individual interested in the objectives of the Society may be considered for membership. There shall be no restriction because of place of birth, nationality, residence, sex, race, creed, age or condition of handicap.
SECTION 2.1. REGULAR MEMBERS. Any individual engaged in the practice of clinical cytometry may apply for regular membership.
SECTION 2.2. TRAINEE MEMBERS. Any individual who is enrolled in a training program relevant to clinical cytometry may be considered for trainee membership. No person may remain in this category for more than six years.
SECTION 2.3. EMERITUS MEMBERS. Any member in good standing who has retired may apply for emeritus membership. An emeritus member does not pay membership dues and receives the Society Journal at a member rate. A letter requesting emeritus status shall be submitted to the Council or a Membership Committee designated by the Council, who shall provide a recommendation to the Council regarding the application. Emeritus status will be conferred by a majority vote of the Council.
SECTION 2.4. CORPORATE MEMBERS. Any corporation engaged in the manufacture or development of instruments or reagents for cytometry, or in research concerning cytometry or allied disciplines may be considered for corporate membership. Individuals employed by the corporate members may still apply for regular membership.
SECTION 3.1. PROCEDURE FOR REGULAR MEMBERSHIP. Prospective members shall complete an application form provided by the Society. The Council or a Membership Committee designated by the Council shall review the applications for eligibility on the basis of criteria as specified in these bylaws (the “Bylaws”) and approved by the Council. Paid attendees at the Annual Conference shall be offered a one-year membership. A list of individuals who have applied and are deemed to have fulfilled the requirements for membership shall be made available to the membership at the Annual Members’ Meeting held during the Annual Conference. At this time the membership shall elect new members by a simple majority vote of those present at the meeting.
SECTION 3.2. PROCEDURE FOR TRAINEE MEMBERSHIP. In addition to the procedure described for regular membership, trainees shall include with their application a letter from the director of the training program indicating the nature of the program and the estimated year of completion.
SECTION 3.3. PROCEDURE FOR OTHER MEMBERSHIP CATEGORIES. Other membership categories can be activated upon approval of a two-thirds majority of the Council.
SECTION 3.4. PROCEDURES FOR CORPORATE MEMBERSHIP. Corporations desiring membership shall submit a letter to the Society stating their intent to support the Society and remit appropriate dues. Corporate membership is approved directly by Council. Employees of corporate members may also apply for individual membership.
SECTION 4. VOTING. Regular members shall be voting members. All others shall have the privilege of attending Annual Members’ Meetings of the Society but shall not vote.
SECTION 5. DUES. The annual dues payable to the Society by members shall be in such amount as determined by majority vote of the Council. They shall include a subscription to the journal of the Society.
SECTION 6. TERMINATION OF MEMBERSHIP. Failure to pay dues within 90 days of receipt of initial dues invoice shall result in a member being suspended from active status, with loss of member benefits until such time as dues are paid. Failure to pay dues for one year shall result in termination of membership. The Council may reinstate a member if an acceptable explanation is submitted and all indebtedness may be waived by unanimous vote of the Council if circumstances justify such action.
ARTICLE IV. COUNCIL
SECTION 1. GOVERNING BODY. The business and affairs of the Society shall be managed by a board of directors (referred to herein as the “Council”). Members of the Council need not be residents of the District of Columbia.
SECTION 2. NUMBER OF COUNCIL MEMBERS. The Council shall consist of up to 15 members: President, Vice-President, Past President, Secretary-Treasurer, Senior Councilor for Education, Senior Councilor for Quality, Senior Councilor for Advocacy, and up to eight Councilors-at Large. The editor(s)-in-chief of the Society Journal shall be ex-officio member(s) of the Council. The number of Council members may be increased or decreased from time to time by amendment to the Bylaws; provided, however that the number of Council members shall never be less than six (6). No decrease in the number of Council members shall have the effect of shortening the term of any incumbent Council member.
SECTION 3. EXECUTIVE COMMITTEE. The President, Vice-President, Secretary-Treasurer, Past President, Senior Councilor for Education, Senior Councilor for Quality and Senior Councilor for Advocacy shall constitute the Executive Committee.
SECTION 4. DUTIES. The Council shall have, among others, the following duties and responsibilities:
1. to approve the annual budget of the Society;
2. to approve expenditures of the Society;
3. to approve rules of procedure for committees;
4. to approve any contract or agreement pursuant to which the Society would share administrative services, financial management, staff, reports or fundraising resources with other organizations, either through the Society or another entity, and to assign personnel consistent with such contract or agreement;
5. to approve the commencement of, defense against or intervention in any legal action involving or affecting the Society; and
6. to authorize the dissolution or liquidation of the Society.
Except as otherwise provided by law or by the Articles of Incorporation or the Bylaws, the vote of a majority of the Council members present at either a regular or special meeting shall be the act of the Council, provided that a quorum is present at said meeting.
Council may delegate to the Executive Committee any of its duties except as specified in this section or otherwise provided in the Bylaws.
SECTION 5. TERMS OF OFFICE. Each officer and Council member shall serve for a term of two years, except for the Secretary-Treasurer who shall serve for a renewable term of four years. The terms of office shall begin at the conclusion of the Annual Members’ Business Meeting following the election. The succession of office for the members of the Council shall be as follows: at the end of the second year of each term of office, the Past President shall rotate off Council, the President shall become the Past President and the Vice-President shall become President. The Vice-President shall become President either upon resignation of the President or inability of the President to serve. All current or past Council members are eligible to run for Vice-President.
SECTION 6.1 ELECTION. Election by the Society membership for Council members shall occur once a year for two Councilors-at-Large, once every two years for one Senior Councilor, and once every four years for the Secretary-Treasurer. Election shall be by electronic mail ballot of the voting membership. The date or dates of the election shall be set by the Council. A plurality of votes shall be sufficient for election.
SECTION 6.2 CANDIDATES. Candidates for election for Council shall be selected in accordance with the mechanism specified in Section 1 of Article V. Also, any regular member of the society may propose additional candidates for office provided the candidate fulfills the requirements for office as specified in Section 1 of Article V, and also provided that a minimum of two additional regular members supports the candidacy. Nominees proposed by this method shall be reviewed by the Nominating Committee who shall decide on the final slate of candidates for election.
SECTION 7. NOTICE OF ELECTIONS. The Secretary-Treasurer, or designee, shall send to each voting member of the Society, at least four weeks before the next Annual Members’ Meeting, by regular or electronic mail, a ballot containing the list of all such nominees.
SECTION 8. VACANCIES. The Vice-President shall substitute for the President when necessary. If both the President and Vice-President are unable to serve, the Senior Councilor shall assume the duties of the President. In the event the Secretary-Treasurer resigns or is unable to serve, the Council by simple majority shall appoint an interim Secretary-Treasurer to serve the remaining term of office. Should a vacancy occur in the office of Councilor-at-Large, the Council by a majority vote shall appoint a member to serve the remaining term of office.
ARTICLE V. COMMITTEES
SECTION 1. NOMINATING COMMITTEE. The purpose of this committee shall be to select a slate of candidates for the elective positions in the Council and to present this slate to the Secretary-Treasurer. This Committee shall consist of at least three regular members appointed by the President. The person with the longest service on the Committee shall serve as the Chair. Committee members must not be from the same institution. The Nominating Committee, having ascertained that each nominee is willing to serve if elected, shall transmit a list of two nominees for each position available to the Secretary at least two months before the election. For a voting member of the Society to be eligible for nomination to office, the member must have been an active regular member of the Society for a minimum of two years.
SECTION 2. PROGRAM COMMITTEE. The purpose of this Committee shall be to prepare the scientific program for the Annual Conference and to review and assign to appropriate sessions the abstracts submitted for the Annual Conference. The Vice-President of the Society shall be the Chair of the Program Committee, who shall appoint, with the approval of the President, a minimum of three members for a term of one year. The Program Committee shall submit a report for Council approval annually, as designated by the Council, to include any information that the Committee may deem to be pertinent or which may be required by the Council.
SECTION 3. OTHER COMMITTEES AND REPRESENTATIVES. The President may appoint, subject to Council approval, such standing or special committees or representatives as it may be deemed necessary, with such membership, duration, functions and authority as may be delegated to it.
SECTION 4. COMMITTEE PROCEDURES. Except as otherwise provided in the Bylaws, a majority of a committee shall constitute a quorum thereof. The acts of the majority of those present at a meeting, at which a quorum is present, shall be the acts of the committee. Each committee shall present reports at such times as the Council may require.
ARTICLE VI. MEETING AND QUORUM
SECTION 1. ANNUAL MEMBERS’ MEETING. The regular Annual Members’ Meeting of the Society shall be held at such time and place as the Council shall determine. Regular meetings shall be open to all members of the Society.
SECTION 2. COUNCIL MEETINGS. The Council shall meet at least annually, at the time of the Annual Members’ Meeting.
SECTION 3. SPECIAL MEETINGS. Special meetings of the members of the Society may be called at any time and place by the President, or, in the case of the absence or disability of the President, by the Vice-President. A special meeting shall also be called if requested by a majority of the Council or by ten percent (10%) of the members of the Society.
SECTION 4. NOTICE OF MEETINGS. A notice specifying the time, place and purpose of any meeting shall be sent by electronic or regular mail by the Secretary-Treasurer or designee to each member at least ten days prior to the meeting.
SECTION 5. QUORUM. For a meeting of the Council, a quorum shall consist of a majority of the Council members. Any number of members present at the Annual Members’ Meeting shall constitute a quorum, provided that the President and Secretary-Treasurer, or their designees, are also present. Six (6) percent of the total voting membership shall constitute a quorum of the Society for special meetings.
ARTICLE VII. FINANCIAL
SECTION 1. FISCAL YEAR. The fiscal year shall be from January 1 through December 31.
SECTION 2. MEMBERSHIP FEES. Members are required to submit payments for dues established as specified in Article III Section 5. Dues invoices shall be submitted to all members by January 31 of each calendar year, and a maximum of 3 additional notices submitted if payment is not received.
SECTION 3. BUDGET. An annual budget shall be prepared by the Secretary-Treasurer and presented to the Executive Committee for discussion, then approved by the Council prior to the beginning of the fiscal year. The Secretary-Treasurer shall arrange to have the funds of the Society audited on an annual basis. The Secretary-Treasurer shall prepare a financial report based on the audit, which shall be available at the Annual Members’ Meeting of the membership. Failure to provide a timely budget or arrange appropriate auditing of the finances of the Society shall be ground for dismissal of the Secretary-Treasurer.
SECTION 4. DIVESTITURE. It is intended that the existence of the Society shall be perpetual. However should the Society be terminated for any reason, the residual funds of the Society shall be assigned to one or more not-for-profit organizations engaged in scientific activities similar to those of the Society.
ARTICLE VIII. PUBLICATIONS
The Society is empowered to publish proceedings, manuals, newsletters or other publications, or to enter into agreements with others to publish, as may be authorized by the Council.
ARTICLE IX. BYLAWS
Amendments or changes to the Bylaws may be submitted by at least five members in writing to the President. The President shall then appoint a committee comprised of at least three members of the Society which shall review the Bylaws and propose revisions if necessary. This committee shall communicate its recommendations to the President for approval by simple majority of the Council. The Council shall then advise the Secretary to submit recommendations of the committee to the membership for approval with the annual ballot.
Alternatively, a proposed change may be submitted directly to the Council by petition of ten (10) percent of the active voting members. The Council is required to arrange for a vote by the members as described above. At least thirty days before the voting, the proposed amendment shall be sent by the Secretary to each member of the Society. The President shall, if requested, send a statement of supporting and opposing views with the proposed amendment.
A change in the Bylaws shall require a two-thirds majority of the votes cast by the members in an electronic mail vote in which the ballot is open for a minimum of one month and in which a minimum of ten (10) percent of the membership casts ballots.
ARTICLE X. INDEMNIFICATION
SECTION 1. THIRD PARTY ACTIONS. The Society shall indemnify and hold harmless any officer, Council member or other agent of the Society for which indemnification under this Article X, Section 1 is determined by the Council to be appropriate (hereinafter such persons are collectively referred to as “Society Official[s]”) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action, suit or proceeding by or in the right of the Society) by reason of the fact that such Society Official is or was an officer, Council member or other agent of the Society, against expenses (including reasonable attorney’s fees), judgments, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Society Official in connection with such action, suit or proceeding if the Society Official acted in good faith and in a manner which the Society Official reasonably believed to be in or not opposed to the best interests of the Society and, with respect to any criminal action or proceeding, had reasonable cause to believe that her or his conduct was not unlawful.
SECTION 2. RIGHTS AFTER SUCCESSFUL DEFENSE. If no indemnification is accorded under Article X, Section 1, to the extent that a Society Official has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article X, Section 1 or in defense of any claim, issue or matter therein, the Society Official shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by the Society Official in connection therewith.
SECTION 3. OTHER DETERMINATION OF RIGHTS. Except in a situation governed by Article X, Section 2, any indemnification under Article X, Section 1 (unless ordered by a court) shall be made by the Society only as authorized in the specific case upon a determination by the Council that indemnification of the Society Official was proper in the circumstances because such Society Official met the applicable standard of conduct set forth in Article X, Section 1. Such determination shall be made (a) by a majority vote of Council member acting at a meeting at which a quorum consisting of Council member who were not parties to such action, suit or proceeding are present or (b) if a majority of disinterested Council members so directs, due either to such a quorum not being obtainable or otherwise, by outside legal counsel in a written opinion.
SECTION 4. PURCHASE OF INSURANCE. The Society may purchase and maintain insurance on behalf of any Society Official against any liability asserted against the Society Official and incurred by such Society Official in any such capacity, or arising out of such Society Official’s status as such, whether or not the Society would otherwise have the power to indemnify the Society Official against such liability.
SECTION 5. LIABILITY INSURANCE. In addition to any other insurance which the Society may purchase (pursuant to Article X, Section 4 or otherwise), the Society shall at all times maintain such amounts of general liability insurance as the Council deems adequate, sufficient and prudent.
ARTICLE XI. CONFLICT OF INTEREST POLICY
SECTION 1. PURPOSE. The purpose of the conflict of interest policy of the Society (the “Policy”) is to protect the Society’s interest in preserving its status as a tax-exempt organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Council member or officer of the Society or might result in a possible excess benefit transaction. The Policy is intended to supplement but not replace any applicable District of Columbia and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
SECTION 2. DEFINITIONS. The following capitalized terms shall have the following meanings when used within this Article XI.
A. Interested Person. Any Council member, principal officer or member of a committee with governing Council-delegated powers that has a direct or indirect financial interest, as defined below, is an Interested Person.
B. Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the Society has a transaction or arrangement;
2. A compensation arrangement, which may include direct and/or indirect remuneration as well as gifts or favors that are not insubstantial (“Compensation”), with the Society or with any entity or individual with which the Society has a transaction or arrangement; or
3. A potential ownership or investment interest in, or Compensation arrangement with, any entity or individual with which the Society is negotiating a transaction or arrangement.
A Financial Interest is not necessarily a conflict of interest. Pursuant to Section 4 below, a person who has a Financial Interest may have a conflict of interest only if the Council or a committee with Council-delegated powers decides that a conflict of interest exists.
SECTION 3. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Council members and members of committees with Council-delegated powers considering the proposed transaction or arrangement.
SECTION 4. Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Council or committee meeting while the determination of whether a conflict of interest exists is discussed and voted upon. The remaining Council members or committee members shall decide if a conflict of interest exists.
SECTION 5. Procedures for Addressing a Conflict of Interest. An Interested Person may make a presentation at the Council or committee meeting but, after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the Council or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Council or committee shall determine whether the Society can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement not producing a conflict of interest is not reasonably possible under circumstances, the Council or committee shall determine by a majority vote of the disinterested Council members whether the transaction or arrangement is in the Society’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
SECTION 6. Violations of Conflict of Interest policy. If the Council or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Council or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
SECTION 7. RECORDS OF PROCEDURES. The minutes of the Council and all committees with Council-delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest; the nature of the Financial Interest; any action taken to determine whether a conflict of interest was present; the Council’s or the committee’s decision as to whether a conflict of interest in fact existed; the names of the persons who were present for discussion and votes relating to the transaction or arrangement; the content of the discussion, including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.
SECTION 8. COMPENSATION. A voting member of the Council who receives compensation, directly or indirectly, from the Society for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Society for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the Council or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Society, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
SECTION 9. ANNUAL STATEMENTS. Each Council member, principal officer and member of a committee with Council-delegated powers shall annually sign a statement which affirms that such person has received a copy of the Policy; has read and understands the Policy; has agreed to comply with the Policy, and understands the Society is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
SECTION 10. PERIODIC REVIEWS. To ensure that the Society operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
B. Whether partnership, joint ventures and arrangements with management organizations conform to the Society’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further the Society’s charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
SECTION 11. USE OF OUTSIDE EXPERTS. When conducting the periodic reviews as provided for in Article XI, Section 10 above, the Society may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Council of its responsibility for ensuring periodic reviews are conducted.