BYLAWS

Bylaws

The Society for Basic Urologic Research

BylawsAmended July 5, 2011
Amended July 5, 2011


ARTICLE I: NAME

The name of the Society shall be the Society for Basic Urologic Research, hereinafter referred to as the Society.

ARTICLE II: RULES of ORDER

Conduct of all business meetings of the Society shall be governed by the most recent edition of Robert’s Rules of Order.

ARTICLE III: STATEMENT of PURPOSE

The Society is organized exclusively for scientific and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 509(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).

The specific purposes for which the Society is organized are: (1) a forum for the presentation and discussion of basic scientific topics related to urology; (2) development of educational forums concerning scientific advancements related to the field of Urology; and (3) promotion of collaborative investigations among member scientists with an emphasis on the interchange of expertise among clinical and basic scientists.

No part of the net earnings of the Society shall insure to the benefit of, or be distributable to, any of its members, officers, 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 the purposes set forth above. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and 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 provision of the Articles of incorporation of the Society or any other provision of these bylaws, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

Upon the dissolution of the Society, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society exclusively for the purposes of the Society in such a manner, or to such organization or organizations organized and operated exclusively for scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law), as the Executive Committee shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Society is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE IV: POWERS

Except as provided otherwise by the Articles of incorporation or by these bylaws, the Society shall have all powers which a not-for-profit corporation may have if organized under the Illinois General Not-For-Profit Corporation Act of 1986, as amended, and shall have such additional powers as are permitted by any applicable law.

ARTICLE V: OFFICE and AGENT

The Society shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the state of Illinois as the Executive Committee may from time to time determine.

ARTICLE VI: MEMBERSHIP

Section VI.1: Class of Members, Qualifications, Approval.

Membership in the Society shall be open to any individual working in the field of urology research and to other contributors to this field. Membership of this Society shall reflect the general purpose and membership requirements of the American Urological Association with the major difference being that membership in this research Society is open to individuals not in possession of an M.D. degree and does not require licensure or certification in Urology. While membership is open to any member of the American Urological Association (AUA), membership in this Society shall not be dependent on membership in the AUA.

There shall be six classes of membership: active, lifetime, in-training, corporate, senior/emeritus and inactive. Only active members, classified as a regular member or a lifetime regular member, shall be eligible for office in the Society, with the right to vote on any matter brought before the Society. Active members holding an office position may use their discretion in selecting eligible Society members, including active, lifetime, in-training, corporate, and senior/emeritus members, to participate on their committees.

Active members of the Society shall include any individuals directly working in the field of urologic research or who contribute to this field. Active members may hold MD, PhD, MD/PhD or other academic degrees and are not required to obtain licensure or certification in Urology. Active members of the Society shall include all individuals elected to membership or charter members who have paid the annual dues at a rate determined by the Executive Committee.

Lifetime members shall include active members in good standing who choose to pay a one-time membership dues payment of an amount equal to 25 years at the current annual active member dues rate.

In-training members shall include individuals who are currently pursuing their academic degrees or postgraduate training (residency, fellowship, post-doctoral training) and are actively engaged in the field of urologic research. In- Training members shall provide confirmation of service in a training position and pay annual dues at a reduced rate determined by the Executive Committee.

Corporate Membership is open to individuals working in businesses, industries and other commercial entities affiliated with urologic research. Any M.D., Ph.D., or other health care professional or scientist who devotes more than 25% of his or her professional activities or time to a commercial or public media entity are eligible for membership in SBUR only as a Corporate member.

Dues and any promotional benefits or recognition associated with Corporate Membership will be determined annually by the Board of Directors. Corporate Members will have all privileges of SBUR membership other than voting privileges. The Board of Directors shall have the power to limit, without cause, privileges of Corporate Members as such limitations may be necessary to: (1) avoid financial, business, ethical and legal conflicts for the society; (2) to preserve the good name, autonomy, and prestige of the Society; (3) to comply with legal, governmental, insurance requirements; and (4) to maintain the normal and smooth functioning of the Society.

Active members in good standing who were voted in and approved prior to May 2011, regardless of their position within the industry, will remain in the Active member category. If membership lapses, they must re-apply as a Corporate Member.

Senior/Emeritus membership is open to active members in good standing who have retired from scientific/medical research, to individuals with Emeritus status at an academic institution, or to those with a history of contributions to the field of urologic research and who wish to benefit from membership of the Society. Membership fees will be waived as these individuals have significantly contributed to the field of urologic research over their lifetime. Senior/Emeritus status will require confirmation of retired status.

New members shall be elected by nomination of two active members and subsequent approval by the existing active membership. Names of nominated individuals shall be circulated to all active members a minimum of once a year, and if no active member objects (in writing to the current president), those nominated shall become active members of the Society by payment of the annual dues.

Any active member of the Society shall become in Inactive Member by failing to pay the annual dues. Inactive members may not vote nor hold any office in the Society. If any individual (except as noted below) fails to pay dues for two consecutive years, Society membership shall be revoked. Any active member who requests (in writing) to be made inactive, due to illness or other reason judged acceptable by the Executive Committee, shall be made an inactive member for an indefinite period. Any inactive member shall be reinstated as an active member by either (1) paying all past and current dues or (2) decision by the Executive Committee that the individual is to be returned to active membership.

Section VI.2: Dues. The Executive Committee may determine the amount of an initial membership fee, if any, and annual dues payable to the Society by members.

Section VI.3: Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.

Section VI.4: Resignation, Removal, and Reinstatement. An active member may resign from the Society at any time by notifying the Executive Committee in writing. Any member may be removed, with or without cause, by affirmative vote of a majority of the Directors as defined in Section 8.1 under Article 8 of these bylaws. No part of the annual dues shall be refunded to a member who resigns or is removed from the Society.

Inactive members may request reinstatement by requesting such in writing to the Executive Committee. The Executive Committee may by affirmative vote of 2/3 of the Directors reinstate such former member to membership upon such terms as the Executive Committee may deem appropriate.

Section VI.5: Membership Certificates. The Society may issue certificates of membership. Section VI.6: Transfer. Membership is not transferable or assignable.

Section VI.7: Annual Meeting. The annual meeting for the transaction of business as may be properly brought before the meeting shall be held at the discretion of the Executive Committee.

Section VI.8: Special Meetings. Special meetings of members may be called by the Executive Committee, the President, such other officer as the Executive Committee may designate, or members having not less than 1/20 of the votes entitled to be cast at such meeting.

Section VI.9: Place of Meetings. All meetings of members shall be held at such place as the Executive Committee may provide. In the absence of any such provision, the meeting shall be held at the registered office or (except where otherwise required by law) at such other place as may be designated in the notice of meeting.

Section VI.10: Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting or one required by law or these bylaws, stating the purpose or purposes for which the meeting is called, shall be delivered to each member of record entitled to vote at such meeting not less than five nor more than 60 days before the date of the meeting, or in the case of a removal of one or more Directors, a merger, consolidation, dissolution, or sale, lease, or exchange of assets not less than 20 nor more than 60 days before the date of the meeting. Such notice shall be given by or at the direction of the President, the Secretary, or the officer or persons calling the meeting.

Section VI.11: Waiver of Notice. Whenever any notice whatever is required to be given under Illinois law or under the provisions of the Articles of Incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

Section VI.12: Record Date. The Executive Committee may, by resolution, fix in advance a date as the record date  for determining members entitled to notice of or to vote at the meeting of members, or in order to make a determination of members for any other proper purpose. Such date shall be not less than five nor more than 60 days before a meeting of members, and shall be not less than 20 nor more than 60 days before the date of the meeting in the case of a merger, consolidation, dissolution, or sale, lease, or exchange of assets of the Society. If no record date is fixed, the record date for any meeting of the members shall be the date on which such notice is delivered.

Section VI.13: Action at a Meeting. If a quorum is present, the affirmative vote of a majority of the votes present and voted shall be the act of the members, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section VI.14: Quorum. Unless otherwise provided by the Articles of Incorporation or these bylaws, members of the Society holding 1/10 of the votes entitled to be cast on a matter or 15 voting members, whichever is smaller, represented in person, shall constitute a quorum for consideration of such matter at a meeting of members, except that in the absence of a quorum, a majority of the members present may adjourn the meeting to another time without further notice. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at the meeting.

Section VI.15: Organization. At each meeting of members, the President or, in the absence of the President, a person elected by the members shall act as Chairman of the meeting. The Secretary or, in the Secretary’s absence, such person as the Chairman of the meeting shall appoint, shall act as Secretary of the meeting.

ARTICLE VII: OFFICERS

Section VII.1: Enumeration and Eligibility. The officers of the Society shall be: President, Vice President (President Elect), Secretary, Treasurer, and such other officers or assistant officers as may be elected or appointed by the Executive Committee. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed from time to time by Executive Committee. No officer shall hold more than one position. A Director may be an officer. All active members are eligible for office.

Section VII.2: Nomination, Election, and Term of Office. All officers of the Society shall be nominated by the Nominating Committee. They shall be elected annually by methods determined by the Executive Committee. In the event of a tie, election shall be through random drawing by the Executive Committee. All officers shall begin serving at the termination of the Executive Committee meeting held in conjunction with the Annual Meeting and shall hold office until a successor is elected and qualified or until such officers earlier death, resignation, or removal in the manner hereinafter provided. Vacancies that occur in any of the offices may be filled or new offices created and filled by appointment for the unexpired term by a majority vote of the Executive Committee. Election or appointment of an officer or agent shall not of itself create any contract rights.

Section VII.3: Vacancies. Vacancies that occur in any of the offices, however caused, may be filled by appointment for the unexpired term by a majority vote of the Executive Committee.

Section VII.4: Resignation and Removal. (a) Any officer may resign at any time by giving notice to the Executive Committee, the President, or the Secretary. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery. The resignation of an officer need not be accepted in order to be effective. (b) The Executive Committee may remove any officer, either with or without cause, whenever in its judgment that best interests of the Society would be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the person so removed.

Section VII.5: Compensation. The Executive Committee, by affirmative vote of a majority of its members then in office and irrespective of any personal interest of any Director, shall have authority to establish reasonable compensation of all officers for their services. No officer shall be prevented from receiving such compensation by reason of being a Director or member.

Section VII.6: President. (a) The term for the President shall be one year. The President shall not serve successive terms. (b) The President shall be the Chief Executive Officer of the Society. The President shall serve as Chairman of the Executive Committee and preside at the scientific and business meetings of the Society. (c) The President shall appoint members to all committees not otherwise provided for in the bylaws. He/she shall appoint special committees as authorized by the Executive committee or general membership. (d) The President shall be a non-voting ex officio member of all committees, except for the circumstance of a tie vote in committee, in which case the president shall be called upon to cast a tie-breaking vote. (e) The President shall perform other such duties as required by the bylaws. (f) Subject to the directions of the Executive Committee, the President shall in general supervise and control the business and affairs of the Society and shall perform all duties incident to the office of President and such other duties as may be assigned to him/her from time to time by the Executive Committee. The President may sign, alone or with the Secretary or any other proper officer of the Society thereunto authorized by the Executive Committee, any deeds, mortgages, bonds, contracts, or other instrument which the Executive Committee has authorized to be executed, except in cases in which the execution thereof shall be expressly delegated by the Executive committee or by these bylaws to some other officer or agent of the Society, or shall be required by law to be otherwise executed. The President may vote all securities which the Society is entitled to vote except as and to the extent such authority shall be vested in a different office or agent of the Society by the Executive Committee.

Section VII.7: Vice President. (a) Nominees for the position of Vice President shall have a history of active participation in SBUR activities including previous experience in serving on the SBUR Executive Committee or other SBUR Committees. (b) The Vice President shall preside in the absence of the President or in the event of the Presidents inability or refusal to act and perform any duties assigned to him/her by the President. When so acting, such Vice President shall have all the powers of and be subject to all the restrictions upon the President. (c) The Vice President shall be a member of the Executive Committee and shall be Chairman of the Spring SBUR Program Committee. (d) The Vice President shall assume the office of President after serving one year as Vice President. (e) The Vice President shall perform such duties as the Executive Committee or the President may assign from time to time.

Section VII.8: Secretary. (a) The Secretary shall serve a term of two years and may be re-elected for one succeeding term. (b) The Secretary shall be responsible for all correspondence to the general membership. He/she shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. (c) The Secretary shall keep an alphabetical list of all members of the Society and shall be responsible for providing each member with an updated directory of the membership after each membership election. (d) The Secretary shall be responsible for minutes of the annual business meeting for the Society. He/she shall also keep minutes of the Executive Committee and committees of the Executive Committee in one or more books provided for that purpose. The minutes shall be made available to Society members upon request. (e) The Secretary shall be an active voting member of the Executive Committee. (f) He/she shall be custodian of the corporation records and of the seal of the Society, affixing the seal of the Society or a facsimile thereof, or cause it to be affixed and, when so affixed, attest the seal by his/her signature, to all documents the execution of which on behalf of the Society under its seal is duly authorized by the Executive committee or otherwise in accordance with the provisions of these bylaws (provided, however, the Executive Committee or the President may give general authority to any other officer to affix the seal of the Society and to attest the affixing by his/her signature. (9) In general the Secretary shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or the Executive Committee.

Section VII.9: Treasurer. (a) Nominees for the position of Treasurer shall have a history of active participation in SBUR activities including previous experience in serving on the SBUR Committees. (b) Elections for the Treasurer will be held every two years. A newly elected Treasurer shall serve a term of three years. The Treasurer shall be eligible for re-election for an additional two year term with the consent of the Executive Committee and no Treasurer shall serve in this office for more than 5 years.  The first year of a new incoming Treasurer’s service shall be in the position of Treasurer-Elect, which is a training position under the mentorship of the prior Treasurer.  In the last year of office, the Treasurer shall serve as the mentor for the incoming Treasurer-Elect. (c) The Treasurer shall be Chairman of the Finance committee and the Chief Financial Officer of the Society. (d) The Treasurer shall report directly to the Executive Committee. (e) The Treasurer shall present a written report of the financial standing of the Society at each Annual Meeting. (f) The Treasurer shall be a voting member of the Executive Committee. (g) If required by the Executive Committee, the Treasurer shall give a bond (which shall be renewed regularly) in such a sum and with  such surety or sureties as the Executive Committee shall determine for the faithful discharge of his/her duties and for the restoration to the Society, in case of such Treasurers death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in such Treasurer’s possession or under such Treasurers control belonging to the Society. (h) the Treasurer shall have charge and custody of and be responsible for all funds and securities of the Society; receive and give receipts for moneys due and payable to the Society from the source whatsoever; deposit all such moneys in the name of the Society in such banks, trust companies, or other depositories as shall be selected in accordance with these bylaws; disburse the funds of the Society as ordered by the Executive Committee or as otherwise required in the conduct of the business of the Society; and render to the President or the Executive Committee, upon request, an account of all his/her transactions as Treasurer and on all financial conditions of the Society. (i) The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the  Executive Committee.

ARTICLE VIII: EXECUTIVE COMMITTEE

Section VIII.1: Number, Qualifications, Election, and Tenure. (a) The governing body of the Society shall be called the Executive Committee which shall consist of 8 members called Directors. The Elected Officers, The Immediate Past President, and three At-Large Directors. Ad hoc Directors may be appointed by the Executive Committee and will serve at the pleasure of the Executive Committee. The number of Directors may be increased to any number or decreased to not fewer than three from time to time by amendment of these bylaws. (b) Eligibility for election to the Executive Committee shall be the same as provided in these bylaws for an officer. The term of the elected Directors shall be two years. (c) All newly elected officers and members of the Executive Committee shall assume office immediately after the close of the Annual Meeting session of the Executive Committee. (d) In case of a tie vote, the vote of the President shall serve as the tiebreaker. (e) Each director shall hold office until a successor has been elected or appointed by the Executive Committee.

Section VIII.2: Duties and Powers. The affairs of the Society shall be managed by or under the direction of its Executive Committee. The Executive Committee shall: (a) Direct the business and financial affairs of the Society, (b) Establish administrative policies, and (c) review committee reports and determine the action to be taken.

Section VIII.3: Resignation. A Director may resign at any time by written notice delivered to the Executive Committee or to the President or Secretary of the Society. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery.

Section VIII.4: Removal of Directors. (a) One or more Directors may be removed, with or without cause. A Director may be removed by the affirmative vote of 2/3 of the members entitled to vote who are present and voting. (b) No director shall be removed at a meeting of members entitled to vote unless written notice of such meeting is delivered to all members entitled to vote on removal of Directors. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice. Only the named Director or Directors may be removed at such meeting.

Section VIII.5: Vacancies. Any vacancy occurring in the Executive Committee and any directorship to be filled by reason of an increase in the number of Directors may be filled by the Executive Committee. A Director elected or appointed, as the case may be to fill a vacancy shall be elected or appointed for the unexpired term of his/her predecessor in office or, if the Director is elected or appointed because of an increase in the number of Directors, the term of such Director shall expire at the next annual meeting of members entitled to vote.

Section VIII.6: Regular and Special Meetings. (a) The Executive Committee shall meet in conjunction with the Annual Meeting of the Society without other notice than these bylaws. The Executive Committee may provide by resolution the time and place for the holding of additional regular meetings of the Executive Committee without other notice than such resolution. (b) Special meetings of the Executive Committee may be called by direction of the President or upon the request of four members of the Committee, and such person or persons may fix any place as the place for  holding any special meeting of the Committee so called.

Section VIII.7: Notice of Regular and Quorum. Notice of all special meetings of the Executive Committee shall be given to each Director by mail, by FAX, or by telephone at least 15 days prior to the meeting at the address shown for such Director on the records of the Secretary. Notice of any special meeting of the Executive Committee may be waived in writing signed by the person or persons entitled to such notice either before or after the time of the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except in the case of a special meeting called for the purposes of removing a Director, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting, unless specifically required in the notice or waiver of notice of such meeting, unless specifically required by law, the Articles of Incorporation, or these bylaws. Five members of the Executive Committee, two of which are officers, shall constitute a quorum at committee meetings. If such quorum is not present, a majority of the directors then present may adjourn the meeting to another time without further notice. Withdrawal of directors from any meeting shall not cause failure of a duly constituted quorum at that meeting.

Section VIII.8: Action without a Meeting. Any action required by law to be taken at a meeting of the Executive Committee, or any other action which may be taken at a meeting of the Executive committee or a committee thereof, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all Directors or by all the members of such committee entitled to vote with respect to the subject matter thereof, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors or committee members. All the approvals evidencing the consent shall be delivered to the Secretary to be filled in the records of the Society. The action taken shall be effective when the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date. Any such consent shall have the same force and effect as a unanimous vote.

Section VIII.9: Attendance by Telephone. Directors or nondirector committee members may participate in the act at any meeting of such committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section VIII.10: Action at a Meeting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Executive Committee, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these bylaws.

Section VIII.11: Proxy Prohibited, Presumption of Assent. No director may act by proxy on any matter. A director who is present at a meeting at which action on any corporate matter is taken by the Executive Committee, or by a committee thereof acting on its behalf, is conclusively presumed to have assented to the action taken unless such Directorís dissent is entered in the minutes of the or unless such Director files his or her written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment of such meeting or forwards such dissent or abstention by registered or certified mail to the Secretary immediately after the adjournment of such meeting. Such right to dissent or abstain does not apply to a director who voted in favor of such action.

Section VIII.12: Compensation. No compensation in the form of personal income shall be provided to a member of the Executive Committee of the Society. Compensation in the form of reimbursement for expenses incurred while serving the Society may be provided upon approval by a majority of the Executive Committee then in office and irrespective of the personal interest of any Director. No director shall be prevented from receiving such reimbursement by reason of being an officer or member.

Section VIII.13: Interested Directors. (a) A director who is directly or indirectly a party to a transaction with the Society (an ìinterested directorî) shall disclose the material facts of the transaction and his/her interest in or relationship to such transaction to the members entitled to vote, to the Executive Committee, and to any committee of the Executive committee considering such transaction prior to any action by such members, the Executive Committee, or such committee to authorize, approve, or ratify such transaction. A director is indirectly a party to a transaction if the entity which is a party is an entity in which the director has a material financial interest or of which the director is an officer, director, or general partner. (b) The presence of the interested director or of a director who is otherwise not disinterested may be counted in determining whether a quorum of the members, The Executive committee or a Committee of the Executive committee is present, but may not be counted when action is taken on the transaction.

ARTICLE IX: ELECTIONS

Section IX.1: Time and Place. Election of Officers and Directors shall take place by secret ballot according to methods determined by the Executive Committee.

Section IX.2: Proposal of Candidates. A slate of candidates shall be proposed by the Nominating Committee. Any active member can suggest a nominee for office provided that the individual is willing to serve if elected and that the individual is not currently nominated for another office. Prospective nominees names must be submitted to the Nominating Committee at least 90 days prior to the balloting.

Section IX.3: Notice to Members. The slate of candidates proposed by the Nominating Committee shall be circulated to all members 30 days prior to the balloting.

Section IX.4: Voting. Only active members may vote. Elections occur in May of each year. The process by which votes are submitted by active members shall be determined by the Executive Committee. Plurality shall elect. In the event of a tie, election shall be through random drawing by the Executive Committee. In cases where a candidate is unopposed, election may be held by voice affirmation.

Section IX.5: Tabulation of Ballots. Ballot tabulations shall be performed by an active member(s), appointed by the President, not on the Nominating Committee and not standing election, according to methods determined by the Executive Committee. These members shall be appointed by the President.

Section IX.6: Announcement of Results. The results of the election shall be announced at the Annual Meeting.

ARTICLE X: MEETINGS

Section X.1: Purpose of Annual Executive Committee Meeting. These shall be an Annual Meeting of the Executive Committee for the purpose of receiving (1) The President’s annual report concerning the activities of the Executive Committee and (2) reports of the committee, and of formulating recommendations based on these reports and transacting such other business as should come before the Executive Committee.

Section X.2: Frequency of Business and Special Meetings of Membership. The Society shall hold at least one business meeting each year in conjunction with the Annual Meeting. Special meetings of the membership may be called by the President, upon written petition of 10% of the membership or the majority of the Executive Committee. Fifteen regular members present at the Annual Meeting constitute a quorum. The act of the majority of the members present at the meeting shall be binding.

Section X.3: Minutes and Records. Minutes and records of all meetings and proceedings of the business meeting, Executive Committee meetings, and other committee meetings shall be maintained and shall become part of the minutes and records of the Society. They shall be open to any member of the Society.

ARTICLE XI: CONTRACTS and FINANCIAL TRANSACTIONS

Section XI.1: Contracts. The Executive Committee may authorize any officer or officers, agent or agents of the Society, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.

Section XI.2: Loans. No loans shall be contracted on behalf of the Society and no evidence of indebtedness shall be issued in the name of the Society unless authorized by a resolution of the Executive Committee or by action of a duly empowered committee of the Executive Committee. Such authority to make loans may be general or confined to specified instances. No loan shall be made by the Society to a director or officer of the Society.

Section XI.3: Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness, issued in the name of the Society, shall be signed by such officer or officers, agents or agents of the Society and in such manner as shall from time to time be determined by resolution of the Executive Committee. In the absence of such determination, such instruments may be signed by the Treasurer and countersigned by one other officer.

Section XI.4: Deposits. All funds of the Society shall be deposited from time to tome to the credit of the Society in such banks, trust companies, or other depositories as the Executive Committee may select.

Section XI.5: Gifts. The Executive Committee may accept on the behalf of the Society any contributions, gift, bequest, or devise for the general purposes or for any special purpose of the Society.

Section XI.6: Donald S. Coffey Lecture

Funds collected for the Donald S. Coffey Lecture are to be held on deposit in an exclusive account. These funds are designed solely for the purpose of paying costs directly related to having Donald S. Coffey Lectures at SBUR events and for other educational endeavors supporting young scientists and trainees, as approved by the Executive Committee.  No more than 5% of the principle of the Coffey Lecture Fund can be spent in any year for these purposes.

Section XI.7: Leland W.K. Chung Lectureship

Funds collected for the Leland W.K. Chung Lecture are to be held on deposit in an exclusive account. These funds are designed solely for the purpose of paying costs directly related to having Leland W.K. Chung Lectures at SBUR events and for other educational endeavors supporting young scientists and trainees, as approved by the Executive Committee. No more than 5% of the principle of the Chung Lecture Fund can be spent in any year for these purposes.

ARTICLE XII. RECORDS

The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Executive Committee, and committees having any authority of the Executive Committee, and shall keep at its registered office or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Society may be inspected by any director, any member entitled to vote, or any Director’s or such member’s agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XIII: FISCAL YEAR and FINANCES

Section XIII.1: Fiscal Year and Coordination of Finances. The fiscal year of the Society shall begin on the 1st day of January of each year and end on the 31st day of December of the same year. The Society finances shall be coordinated by the Finance Committee.

Section XIII.2: Dues and Assessments. The dues for various classifications of membership shall be determined annually by the Executive Committee after receiving recommendations of the Finance committee. The Finance committee shall be responsible for assessing the membership dues. Newly elected members shall become entitled to the privileges of membership only after payment of dues following their election. Any member whose assessment is two years in arrears shall cease to be a member of the Society. The delinquent shall be notified of impending disqualification and informed of his/her right to appeal to the Executive Committee for reinstatement.

ARTICLE XIV: COMMITTEES

Section XIV.1: Committees of the Executive Committee. A majority of the Executive Committee, by resolution, may create one or more committees and appoint directors or such other persons as the Executive committee shall designate to serve on the committee or committees. Each committee may exercise the authority of the Executive committee to the extent permitted by law and as specified by the Executive Committee, in the Articles of Incorporation, or these bylaws, but the designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Executive Committee, or any individual Director, of any responsibility imposed upon it or him/her by law. Each such committee shall have two or more directors as members, a majority of its membership shall be directors, and all committee members shall serve at the pleasure of the Executive Committee. Section XIV.2: Action of Committee of the Executive Committee. A majority of a committee of the Executive committee shall constitute a quorum. The act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee. A committee may act by unanimous consent in writing without a meeting or may participate in and act at any meeting through the use of a conference telephone or other similar communications equipment in the manner provided by these bylaws for written consents and for meetings of the Executive Committee. No member of such committee of the Executive committee may act by proxy. Subject to these bylaws and to action by the Executive Committee, a majority of the members of a committee of the Executive Committee shall determine the time and place of meetings and the notice required by meetings.

Section XIV.3: Advisory Committee. The Executive Committee may create one or more advisory committees or other advisory bodies and appoint persons to such advisory committees or bodies who need not be Directors. Such advisory committees or bodies may not act on behalf of the Society or bind it to any action, but may make recommendations to the Executive Committee or to the officers.

Section XIV.4: Standing Committees. (a) The society shall have such standing committees as the bylaws provide. (b) The standing committees shall be (1) Program, (2) Membership, (3) Finance, and (4) Nominating. (c) Each standing committee shall meet annually. (d) It is the responsibility of the chairman of all standing committees to render annual reports to the Executive Committee to be received at least 30 days prior to the Annual Meeting.

Section XIV.5a: Spring Program Committee. (a) The Spring Program Committee shall be composed of four members including the Vice President, Immediate Past President, and two other members appointed by the Vice President for one-year terms. (b) The Vice President shall be Chair. (c) This committee shall determine the program for the Annual meeting including papers, panels, and special lectures. It shall also be responsible for arranging meeting rooms, audiovisual equipment, and other requirements for the Annual Meeting.

Section XIV.5b: Fall Program Committee. (a) The fall program committee shall be composed of four sitting members.

(b) The members shall include one member appointed annually by the Executive Committee.  (c) The newly appointed member shall serve as the head of the abstract subcommittee and shall then rotate to the program fund raising subcommittee, the fall program committee chair, then serve as the fall program advisor during successive

years. (d) This committee shall determine the program for the fall meeting including papers, panels, and special lectures.  It shall also be responsible for arranging meeting rooms, audiovisual equipment, and other requirements for the fall meeting. (e) The committee chair may recruit ad hoc members to serve special roles in given years, such as (but not limited to) assisting in abstract review and providing local knowledge in relation to the meeting site. (f) The

President shall have the right to replace any member of the fall program committee in the event that he/she fails to diligently fulfill the duties of the position.

Section XIV.6: Membership Committee. (a) The Membership Committee shall be composed of at least three, and no more than five, members appointed by the President. The terms shall be two years and shall be staggered to assure continuity. (b) The Membership Committee shall elect a Chairman who shall serve for a term of one year. (c) This committee shall be responsible for development and maintenance of appropriate application forms and review procedures for membership. It shall also identify methods to increase membership and to encourage participation by the membership.

Section XIV.7: Finance Committee. (a) The Finance Committee shall consist of the Vice President, Treasurer, and three active members appointed by the President. The appointed members shall serve two-year staggered term and cannot be members of the Executive Committee. (b) The Treasurer shall be the Chairman of the committee. (c) This committee shall prepare an annual budget for the various activities and committees each year. The budget shall be submitted to the Executive Committee. The Finance Committee shall revise and amend the budget as requested by the Executive Committee. (d) The Finance Committee shall prepare and present an annual report to the Society at each Annual Business Meeting. (e) The Finance Committee will coordinate all fundraising activities for the Society.

Section XIV.8: Nominating Committee. (a) The Nominating Committee shall be composed of five members appointed by the President. The appointments shall be for two-year terms and shall be staggered to provide for continuity. (b) The Nominating Committee will be chaired by the immediate Past President of the Society. (c) This committee shall prepare and submit a list of nominees for officers and Directors. This committee shall provide: (1) Two nominees for the office of Vice President (President Elect), (2) Two nominees for Secretary in appropriate election years, (3) Two nominees for Treasurer in appropriate election years, (4) Two nominees as needed for each At-Large Director of the Executive Committee. The committee shall submit the list to the Secretary no later than 45 days prior to the Annual Meeting. (d) To be eligible for nomination for elective office, a member must be an active member of the society. Nominating Committee members shall not be nominated for an elected office.

ARTICLE XV: SEAL

The Executive Committee may provide a corporate seal, which shall be in the form of an oval and shall have inscribed thereon “SBUR” and “FOUNDED IN 1987.”

ARTICLE XVI: NOTICES

Section XVI.1: Manner of Notice. Whenever under the provisions of law, the Articles of Incorporation, or these bylaws, notice is required to be given to any member, director, or member of any committee designated by the Executive Committee, it shall not be construed to require personal delivery. Such notice may be given in writing by depositing it in a sealed envelope in the United States mails, postage prepaid, and addressed to such member, director, or committee member at his/her address as it appears on the books of the society, and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails; or such notice may be given in writing by any other means and, if given by such other means, shall be deemed satisfied, except in case of meetings of members with respect to which written notice is required by law, if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law, the Articles of Incorporation, or these bylaws.

Section XVI.2: Waiver of Notice. Whenever any notice is required to be given by law, by the Articles of Incorporation, or by these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVII: INDEMNIFICATION and INSURANCE

Each person who at any time is or shall have been a director, officer, employee, or agent of the society or is or shall have been serving at the request of the society as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the society in accordance with and to the full extent permitted by the General not-for-profit Corporation Act of Illinois as in effect at the time of adoption of this bylaw or as amended from time to time, and by any subsequent Illinois not-for-profit corporation law. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise. If authorized by the Executive Committee, the society may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Not-For-Profit Corporation Act of Illinois as in effect at the time of the adoption of this bylaw or as amended from time to time, and by any subsequent Illinois not-for-profit corporation law.

ARTICLE XVIII: AMENDMENTS

(a) These bylaws may be amended by a 2/3 majority vote of the active membership who cast votes. The proposed amendments shall be printed and distributed to members at least 30 days in advance of the effective date of the voting. (b) Amendments may be developed and present to the membership by the Bylaws Committee or requested by the Executive Committee. The Bylaws Committee shall be appointed by the President in consultation with the Executive Committee. (c) Amendments to the bylaws shall be voted upon by ballot.