Bylaws

NAME OF THIS SOCIETY

The name of this society is SOUTH ASIAN SOCIETY FOR SEXUAL MEDICINE (“SASSM” or the “Society”).

OFFICES OF THE CORPORATION

The principal office for the transaction of the activities and affairs of the Society(“Principal Office”) shall be as established from time to time by the Society’s Executive Board(“Board”).

 

PURPOSES

The Aims and objects of the Society shall be

  1. To bring together Medical personnel allied scientists, organizations, philanthropists and institutions interested in various aspects of Sexual Medicine, Reproductive Medicine and Andrology for helping individual couples and for developing newer and more efficient technologies for Treating the Same.
  2. To collect, pool and distribute to the members of the society and other interested parties information and developments in the fields of Sexual Medicine and relevant research activities concerning Sexual Medicine, Reproductive Medicine and Andrology.
  3. To make Sexual Medicine, Reproductive Medicine and Andrology easily available to needy infertile couples irrespective of caste, colour, creed and social status.
  4. To create public awareness and opinion in matters relating to Sexual Medicine, Reproductive Medicine and Andrology and Treating the Same.
  5. To promote at all levels of society, education in all aspects of Sexual Medicine and relevant developments in the field of Sexual Medicine, Reproductive Medicine and Andrology.
  6. To advise and coordinate with other organizations, and Government, corporate and other authorities on technical and clinical research aspects of Sexual Medicine and relevant developments in the field of Sexual Medicine, Reproductive Medicine and Andrology.
  7. To promote, sponsor and organize lectures, meetings, orations, seminars, Symposium, panel discussions, workshops, training programs, conferences etc. with the purpose of exchanging and advancing knowledge on all aspects of Sexual Medicine including its relevant Sexual Medicine, Reproductive Medicine and Andrology.
  8. To promote, sponsor, assist, organize and carry out research in any aspect of Sexual Medicine, Reproductive Medicine and Andrology. To create orations, awards, fellowships, scholarships, prizes etc., for scientists interested in any aspect of Sexual Medicine, Reproductive Medicine and relevant Andrology.
  9. To promote, sponsor and publish bulletins, newsletters, journals, books etc., to serve as a medium of communication and advancement of knowledge amongst the members of the society and other individuals, organizations, agencies and institutions interested in Sexual Medicine, Reproductive Medicine and relevant – Andrology.
  10. To do or get done anything necessary or desirable for the promotion and fulfillment of the aims and objects of the society.
  11. To receive donations in cash or kind for the various activities of the society.
  12. To get the chapter registered with the registrar of societies, the charity commissioner and income-tax authorities.
The purposes for which the Society is organized are exclusively charitable . Notwithstanding any other provision of the Society’s Articles of incorporation or these bylaws, the Society shall not carry on any activities that are not inconsistent with its charitable aims.
The Society’s assets are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of the Society, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any member, director or officer of the Society.

 

MEMBERSHIP

The following categories of persons shall be eligible for admission as members of the society namely; Urologists, Endocrinologist, Hematologist, Paediatricians, Cardiologist, Surgeons, Psychiatrist, Medical Practitioners, Gynecologist, Radiologists, Oncologist, General Physician, Internal Medicine Specialist, Scientist, Social Workers, Educators, Community workers, journalists & all those persons as are interested in teaching, research & development activities of all aspects of andropause.

The Society will have three classes of member: Full Members, Associate Members and Honorary Members.

Full Members.

Any person holding a degree from a recognized university, the degree may be in Medical Science MBBS & or Post Graduation In Medical Science with interest in Sexual Medicine can be a Full Member. Psychological & Sociology practitioners are also eligible to apply for full membership. However they need to hold a post-graduation qualification in their respective disciplines from a recognized university. Full members shall have voting rights and may hold office in the Society. Associate members.

Associate members

of the Society are those persons who do not fulfill the criteria for Full Membership. Associate members shall have no voting rights and may not hold office in the Society.

Honorary Members.

Honorary Members of the Society are those persons who, in the opinion of the Executive Board, have performed services for the Society warranting their appointment as Honorary Members and who have been elected as Honorary Members by ballot of members at a general meeting of the Society. Honorary members shall have no voting rights and may not hold office in the Society.The Executive Board may establish different classes of membership, prescribe their respective privileges and duties, and set the amounts of any subscriptions. No person may be a member in more than one membership class.

Any person eligible for membership will be admitted to membership only on the approval of the application submitted by that person in the form and manner prescribed by the the Executive Board.

  1. The Executive Board may resolve to charge a fee for applying for membership in the Society, but are not obliged to do so.
  2. The annual dues payable to the Society by members will be in the amounts determined from time to time by resolution of the Executive Board. Dues are payable for the first year on admission to membership and annually thereafter at the time or times as may be fixed by the Executive Board.

The Secretary-General must maintain a book of members containing the name, address, and class of each member in any form capable of being converted into written form. The book must also note if a membership has terminated and the date on which that membership ceased. The book will be kept at the principal office of the Society and is subject to the rights of inspection required by law.

A member of the Society is not personally liable, solely because of membership, for the debts, obligations, or liabilities of the Society. A member of the Society shall by virtue of membership have no right or title in or to any of the assets or property of the Society.

  1. The membership and all rights of membership terminate on the occurrence of any of the following causes:
    • The voluntary resignation of a member; When a membership is issued for a period of time, the expiration of that period; The death of a member; The non-payment of dues, subject to the limitations set forth in Section 1.9(b); The termination of all memberships or any class of members on the amendment of these bylaws permitting the termination.
    • The voluntary resignation of a member; When a membership is issued for a period of time, the expiration of that period; The death of a member; The non-payment of dues, subject to the limitations set forth in Section 1.9(b); The termination of all memberships or any class of members on the amendment of these bylaws permitting the termination.
    • The voluntary resignation of a member; When a membership is issued for a period of time, the expiration of that period; The death of a member; The non-payment of dues, subject to the limitations set forth in Section 1.9(b); The termination of all memberships or any class of members on the amendment of these bylaws permitting the termination.
    • The voluntary resignation of a member; When a membership is issued for a period of time, the expiration of that period; The death of a member; The non-payment of dues, subject to the limitations set forth in Section 1.9(b); The termination of all memberships or any class of members on the amendment of these bylaws permitting the termination.
    • and

    • The voluntary resignation of a member; When a membership is issued for a period of time, the expiration of that period; The death of a member; The non-payment of dues, subject to the limitations set forth in Section 1.9(b); The termination of all memberships or any class of members on the amendment of these bylaws permitting the termination.
  2. Termination for due cause. The membership of any member who fails to pay, or have paid on his behalf by a third party, his or her dues or assessments within 30 days of the due date may be terminated at the end of that period, provided that the member was given.
    • 15 days prior written notice of the termination stating the reasons for termination,
    • a timely opportunity to be heard on the matter of the termination. The notice will be given personally to the member or sent electronically or by first class mail to the last address of the member as shown on the records of the Society. Termination of membership for non-payment of dues, for any individual or group, is not automatic and may be deferred at the discretion of the President, Treasurer or by resolution of the Executive Board.
  3. Termination does not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or arising from contract or otherwise. The Society retains the right to enforce any obligation or obtain damages for its breach.

Membership of the Society is not transferable.

The Society may become affiliated to other societies with common interest and purposes by vote of the Executive Board. The Executive Board may propose a more formal and comprehensive merger to members at a Regular Meeting of members of the Society. The final decision on the merger will be made by ballot of those members eligible to vote at the General Meeting of the Society.

 

BIENNIAL SCIENTIFIC MEETING

The purpose of the Biennial Scientific Meeting of the Society is to promote the exchange of scientific information, data and ideas in the field of Sexual Medicine, Reproductive Medicine and relevant Andrology.

The Executive Board may appoint a professional congress organizer to assist in the conduct of its meetings. Where a meeting is hosted by a national or other society, that society will assist the professional congress organizer appointed by the Executive Board to organize the meeting for the benefit of the Society. The host national or other society will receive a proportion of any financial surplus resulting from the organization of the Meeting, according to a formula agreed from time to time by the Executive Board. Any surplus retained by the host national or other society must only be used to reimburse reasonable expenses and, to the extent not used for that purpose, to further SASSM’s charitable aims. Any funds that will not be so

used must be returned to the Society.

 

BIENNIAL GENERAL MEETING OF MEMBERS

Meetings of members will be held at a location as may be designated from time to time by resolution of the Executive Board, as hereinafter provided.

The members will meet every second year on the occasion of the Biennial Scientific Meeting of the Society for the purpose of transacting proper business as may come before the meeting, including the election of Executive Directors. If the election of Executive Directors does not occur at any meeting of the members, the Board will cause the election of Executive Directors to be held at a special meeting of members called and held as soon as it is reasonably possible after the adjournment of the regular meeting of the members.

Special meetings of members will be called by the President or the Executive Board and held at the times and places that may be ordered by resolution of the Executive Board. Ten percent or more of the members of the Society may call special meetings for any lawful purpose.

  • Written notice of every meeting of members must be either personally delivered or mailed by first class mail, postage prepaid, or by electronic transmission, not less than 30 days nor more than 90 days before the date of the meeting to each member who is entitled to vote at the meeting as of the record date for notice of the meeting.
  • If notice is given by mail or other means of written communication, the notice must be addressed to the member at the address appearing on the books of the Society or at the address given by the member to the Society for the purpose of notice. In the case of a specially-called meeting of members, notice that a special meeting will be held not less than 30 days nor more than 90 days after receipt of the written request from that person or persons by the Secretary-General of the Society will be sent to the members forthwith and in any event within 21 days after the request was received.
  • No meeting of members may be adjourned more than 45 days. If a meeting is adjourned to another time or place, and thereafter a new record date is fixed for notice or voting, a notice of the adjourned meeting will be given to each member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.
  • The notice will state the place, date, and time of the meeting. In the case of regular meetings, the notice will state those matters that the Executive Board, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected must include the names of all those who are nominees at the time the notice is given to the members.
  • The record date for the purpose of determining the members entitled to notice of any meeting of members is the date of the notice unless another date is established by the Executive Board. The record date for the purpose of determining the members entitled to vote at any meeting of members is 30 days before the date of the meeting of members and the record date for the purpose of determining the members entitled
    to exercise any rights in respect to any other lawful action is 30 days before that other action, unless the Executive Board establishes another date.
  • A quorum at any meeting of members consists of 25 Full Members, or 25% of the members if that is a lesser number, represented in person. ”Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred.
  • The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.
  • In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented in person. However, no other business may be transacted.
  1. Each full member is entitled to one vote on each matter submitted to a vote of the members.
  2. Members entitled to vote are not permitted to vote or act by proxy.
  1. Any action that may be taken at any regular or special meeting of members may be taken without a meeting. If an action is taken without a meeting, the Society must distribute a written ballot to every member entitled to vote on the matter. The ballot must state the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Society. Such ballot may be taken by electronic transmission but only for a matter referred by the Executive Board. Approval by written ballot is valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
  2. Executive Directors will be elected by written ballot of those Full Members present at the Biennial General Meeting of Members of the Society held on the occasion of the Biennial Scientific Meeting of the Society. The form of written ballots distributed to members must afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot is distributed, to be acted on by that written ballot. The form must also provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any matter the vote must be cast in accordance with that choice. In any election of Executive Directors, any form of written ballot in which the Executive Directors to be voted on are named as candidates and that is marked by a member ”withhold” or otherwise marked in a manner indicating that the authority to vote for the election of Executive Directors is withheld may not be voted either for or against the election of a Executive Director.
  3. A written ballot may not be revoked.
  1. The President of the Society or, in his or her absence, the President Elect, or, in his or her absence, the Immediate Past-President, or, in his or her absence, any other person chosen by a majority of the voting members present in person will be Chairman of and preside over the meetings of the members.
  2. The Secretary-General of the Society will act as the secretary of all meetings of members. However, in the Secretary’s absence, the Chairman of the meetings of members will appoint another person to act as secretary of the meetings.
  3. The Robert’s Rules of Order, as amended from time to time, governs the meetings of members insofar as those rules are not inconsistent with or in conflict with these Articles, or the rules governing agenda, motions, and related matters.
  4. Before any meeting of the members or any action by written ballot, the Board may appoint any persons other than candidates for office as inspectors of election to act at the meeting. If inspectors of election are not so appointed for any meeting, or if any person so appointed fails to appear or refuses to act, the Chairman of the meeting may, and on request of any member must, appoint inspectors of election at the meeting. If inspectors of election are not so appointed for any action by written ballot, or if any person so appointed refuses to act, the President of the Society must appoint inspectors of election for that written ballot on request of any member. The number of inspectors will be either one, three, five or seven, as directed by the Chairman. The inspectors of election must perform the following duties:
    • Determine the number of outstanding voting memberships, the voting power of each, and, when applicable, the number represented at the meeting, and the existence of a quorum.
    • Receive votes, ballots, or consents.
    • Hear and determine all challenges and questions in any way arising in connection with the right to vote.
    • Count and tabulate all votes and consents.
    • Determine when the polls shall close.
    • Determine the result.
    • Do any other acts that may be proper to conduct the election or vote with fairness to all members. The Inspectors must perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practicalIf there are three or more inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the Chairman or any member or member’s proxy, the inspectors of election must make a written report concerning the performance of their duties and execute a certificate of any fact found by them. Any report or certificate made by the inspectors is prima facie evidence of the facts stated.

 

OFFICERS

Officers of the Society i.e Executive Board of the Society :The officers of the Society shall be a President, a Past-President, a President-Elect, a Secretary-General, and a Treasurer, all of whom must be full members of the Society. The President is the general manager and chief executive officer of the Society. The officers shall be responsible for the day-to-day conduct of the Society’s business.

Qualification for Election as an Officer of the Society. All candidates for election as an Officer of the Society must be full members of the Society and for a minimum period of one year. All candidates must submit a nomination form, of a format determined by the Executive Board; for a candidacy to be valid, it must be supported by two other full members of the society. The nomination form must be received by the Secretary General not less than 30 days before the date of election.

President. The President, having previously been elected and having served a two-year term as President-Elect, automatically succeeds to this office when his or her predecessor completes his or her term of office.

  • The term of the Presidency shall run for 2 years from the end of the Biennial Meeting following his or her election as President-Elect
  • The President presides over all meetings of the Executive Board, is responsible for the agenda of Board meetings, is an ex-officio member of all committees and officially represents the Society.
  • The President receives reports of all committees and makes recommendations accordingly.
  • In the event of the death, incapacity, resignation or temporary incapacity of the President, the Past President or failing him the President-Elect will assume the President’s responsibilities.
  • In the event of a tied vote at any meeting of the Society, and only in this circumstance, the President will have an additional deciding vote.
  1. The Secretary General shall receive and give timely attention to correspondence and keep accurate records of the same and maintain the membership list.
  2. The Secretary General shall keep the minutes of Board meetings.
  3. The Secretary General shall prepare a membership application blank.
  4. The Secretary General is an ex-officio member of all committees.
  5. The Secretary General term of office shall run for 4 years; they may not be re-elected to serve an additional term.
  6. In the event of temporary incapacity of the Secretary General, the Board shall appoint one of its members to assume his responsibilities. In the event of the death or resignation of the Secretary General, the Board shall appoint a successor to serve the remaining term of office.
  7. The Secretary General may be assisted in their duties by a Secretariat contracted by the Society.
  1. Any full member of the Society may be nominated for election to the office of Treasurer.
  2. The Treasurer will manage the financial affairs of the Society.
  3. The Treasurer is required to present a financial report to the Executive Board not less than once every twelve months.
  4. The Treasurer will be responsible for notification of all dues.
  5. The Treasurer will receive dues and other payments made to the Society.
  6. The Treasurer will only make payments above an amount specified from time to time by the Board if such payments are approved by the Board. Smaller payments may be made in accordance with any resolution of the Board.
  7. The Treasurer term of office is 2 years and may be re-elected to serve one further consecutive term of office; they may not be re-elected to serve a third consecutive term.
  8. In the event of temporary incapacity of the Treasurer, the Board may appoint another person to assume their responsibilities. In the event of the death or resignation of the Treasurer, the Board shall appoint a successor to serve the remaining term of office.
  9. The Treasurer may be assisted in his or her duties by a Secretariat contracted by the Society.

Each Officer holds office for the following terms:

  1. The person elected President-elect holds office in three successive capacities over a period of six years, with two years serving as President-elect, then with two years serving as President, then with two years serving as Past President.
  2. The Secretary-General holds office for Four years
  3. The Treasurer holds office for two years

Except in the case of the President, if an Officer resigns, is removed from office or dies in office, the Executive Board, by a two-thirds majority, may select a replacement to serve the term of office that remains.

 

BOARD OF DIRECTORS

The Governing Body shall be the Executive Board. The First Executive Board shall hold office till the conclusion of the first Inaugural Conference, when a new Board will be elected.

The Society will have 5 members of The Executive Board and 13 Ordinary Board of Directors [one Ordinary Board of director from each member country], totally called as The Full Board. The Directors shall be:

  1. The Executive board: The five elected officers of the SASSM, namely the President, the Past President, the President Elect, the Secretary-General and the Treasurer all of who must be no older than 75 years of age at the time of his or her election.
  2. Thirteen Ordinary Board of Directors [one from each member country]

Each Ordinary Director holds office for the following terms of two years in each case

If a Director who is not an Officer resigns, is removed from office or dies in office, the Executive Board may select a replacement to serve until a replacement is otherwise elected.

Process for Election of President-Elect and Executive Directors

  1. All candidates for election as an Officer of the Society or Executive Director must be full members of the Society for a minimum period of one year. All candidates must submit a nomination form, for a candidacy to be valid, it must be supported by two other full members of the society. The nomination form must be received by the Secretary General not less than 30 days before the date of election. The candidates for each available position as President-Elect or Executive Director receiving the highest number of votes are elected.
  2. Ordinary Board Of Directors: One Ordinary Board of director from each member country will be nominated by the The Executive Board for the first term. The need for election for these members will decided in the next General Body meeting.
  1. The Board is responsible for the administration and management of the Society.
  2. The Board shall select or approve the time and place of each of its meetings.
  3. With the assistance of the Treasurer, the Board shall prepare and approve an annual budget for the Society for the forthcoming year. The Board will appoint a Finance Committee to monitor the financial affairs of the Society with the cooperation of the Treasurer.
  4. The Board may also nominate a professional auditor, whose appointment must be approved by a simplemajority vote the members present at the Biennial Business Meeting, to provide them with a full and detailed report on the financial affairs of the Society.
  5. The Board shall determine from time to time the annual dues or subscription payable by each category of member.
  6. The Board shall approve all applications for membership.
  7. The Board shall approve all changes in the by-laws before submission for final approval by the
  8. Society’s full members.
  9. Except as provided in Section 1.27, the President appoints chairmen for all Committees, giving consideration to prior committee service in appointing the Chairman of such committees.

A Director’s term of office automatically terminates if he or she:

  1. is disqualified in law from acting as a director;
  2. is incapable, whether mentally or physically, of managing his or her own affairs;
  3. is absent without notice from 3 consecutive meetings of the Executive Board and is asked by a majority of the other Board to resign;
  4. ceases to be a full member of the Society (but such a person may be reinstated by resolution passed by all the other Directors on resuming membership of the Society);
  5. resigns by written notice to the Board (but only if at least two Directors will remain in office);
  6. is removed by the full members present and voting at a general meeting after the meeting has invited the views of the Director concerned and considered the matter in the light of any such views; or

A technical defect in the appointment of Director of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.

  1. The Board must hold at least two meetings each year.
  2. A quorum at a meeting of the Board is five Directors.
  3. A meeting of the Board may be held either in person or by suitable electronic means agreed by the Directors in which all participants may communicate with all the other participants.
  4. Every issue may be determined by a simple majority of the votes cast at a meeting, but a written resolution signed by all the Directors is as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.
  5. Every Director has one vote on each issue.
  6. A procedural defect of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.

Subject to the provisions and limitations of any applicable national Laws, and subject to any limitations of the articles or bylaws regarding actions that require the approval of the members, the Society’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. Subject to the foregoing, the Executive Board has the following powers in the administration of the Society:

  1. to govern proceedings at general meetings;
  2. To make standing orders, rules and regulations not inconsistent with the Articles of or these Bylaws to govern their proceedings and proceedings of committees;
  3. to establish procedures to assist the resolution of disputes or differences within the Society;
  4. to exercise any powers of the Society which are not reserved to a general meeting

 

COMMITTEES

Committees of the Full Board of SASSM. The Board, by resolution duly adopted may create one or more committees, each consisting of two or more directors to serve at the pleasure of the Board. The Board may delegate to the committees all of the Board’s powers and authority in the management of the business and affairs of the Society except the authority to:

Committees of the Full Board of SASSM. The Board, by resolution duly adopted may create one or more committees, each consisting of two or more directors to serve at the pleasure of the Board. The Board may delegate to the committees all of the Board’s powers and authority in the management of the business and affairs of the Society except the authority to:

  1. Fill vacancies on the Board or on any committee that has the authority of the Board;
  2. Fix compensation of the Directors for serving on the Board or on any committee;
  3. Amend or repeal these bylaws or adopt new bylaws;
  4. Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
  5. Create any other committees of the Board or appoint the members of committees of the Board;
  6. Expend corporate funds to support a nominee for Director after more people have been nominated for Director than can be elected;
  7. Approve any contract or transaction to which the Corporation is a party and in which one or more of its directors has a material financial interest, or
  8. Approve any action which the members are required to approve.

The standing committees of this society shall be

  • Development Committee,
  • Nominating Committee,
  • Publications, Research and Education Committee and
  • Scientific Program Committee.

The incoming President shall appoint chairpersons for each of the SASSM standing committees.

  1. The Nominating Committee. The Nominating Committee shall be composed of the Past President as Chairman, and 2 Members-at- large elected by the membership at the Biennial Business Meeting. Members of the Nominating Committee must attend the Biennial Meeting in order for their vote to be recognized. If they cannot attend, the previous past-President(s) in succession will replace the absent member (s). The Nominating Committee shall meet to compose a slate of Active Members to present at the Business Meeting, as nominees for the following offices and representative positions:
    • One Nominee For President Elect ( every 2 years)
    • One Nominee for Secretary general .( this may be every 4 years , and in case the secretary resigns etc. the executive board elects one of its members to replace him))
    • One nominee for Treasurer ( every 2 years)
  2. The Scientific Program Committee The executive committee will decide on the scope of the next congress and select the main areas to be dealt with in symposia, plenary, or as state of the art lectures.
    • The Committee shall consist of the Chair and three (3) members appointed by the President and approved by the Executive Committee and one member nominated by the Local Arrangements Committee of the site where the next meeting will take place. They will serve for two (2) years.
    • The Committee shall represent the interests of the SASSM and membership in all matters pertaining to the scientific sessions of the Society.
    • They shall “meet” (in person, electronically, and/or by mail) at the call of the chair.
    • They must ensure that the scientific quality of the meeting is maintained by consideration of the format of the meeting, the facilities and by majority approval of all the abstracts and invited speakers.
    • Titles and summaries of the papers to be considered for presentation at the scientific sessions must be filed with the Program Committee no less than ninety (90) days before the opening of the Biennial Meeting.
    • The time allocated for presentation of papers and posters, panel discussions and guest speakers shall be determined by the Program Committee.
    • The Committee must present a report, through the Chair, at the Business Meeting.
  3. Development Committee
    • The Development Committee shall solicit financial support from industry and other potential contributors for the Biennial Meeting, The Research and Education Fund and other activities of the Society.
    • The Development Committee shall consist of at least 3 members appointed by the President and endorsed by the Executive Committee. The President shall designate the Chairman.
    • The Development Committee shall also select from application for local conference grants.
  4. Publications , Research and Education Committee The Publications Committee shall consist of three (3) members of which one shall be the Chair.
    • The Committee shall present a report of its activities at the Biennial Meeting.
    • Other Committees
    • Ad hoc Committees can be created and appointed by the President for specific purposes and limited time. The President shall seek approval of the Executive Committee for creation of an Ad hoc committee.

 

INDEMNIFICATION

The Society shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.

Maintenance and Inspection of Corporate Records. The Society shall keep:

  1. Adequate and correct books and records of account;
  2. Written minutes of the proceedings of its Member, its Board, and all committees of the Board; and
  3. A record of the Member’s name and address. The Board, without submitting a written request for inspection, and a member upon submitting a written request for inspection, shall have the right at all reasonable times to inspect such books and records. Inspection may be made in person or by authorized agent and includes the right to make photocopies and extracts.

Maintenance and Inspection of Articles and Bylaws. The Society shall keep at its Principal Office, the original or a copy of the articles of incorporation and the bylaws, as amended to date, which shall be open to inspection by the Directors at all reasonable times during office hours.

Annual Report. The Board shall cause an annual report to be sent to the members and the directors within one hundred twenty (120) days after the end of the Society’s fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:

  1. The assets and liabilities, including the trust funds, of the Society as of the end of the fiscal year;
  2. The principal changes in assets and liabilities of the Society, including trust funds;
  3. The revenues or receipts of the Society, both unrestricted and restricted to particular purposes;
  4. The expenses or disbursements of the Society for both general and restricted purposes; and
  5. Any information required by Section 1.54 below. The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, by the certificate of an authorized officer of the Society that such statements were prepared without audit from the Society’s books and records.

Annual Statement of Certain Transactions and Indemnifications. The Corporation shall annually prepare and furnish to the members and each Director a statement of any transaction or indemnification of the following kind within one hundred twenty (120) days after the end of the Society’s fiscal year:

  1. Any transaction:
    • In which the Society, its parent, or its subsidiary was a party;
    • In which an “interested person” had a direct or indirect Material financial interest;
    • and
    • Which involved more than $10,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $10,000.
  2. Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Society under Sections 1.42 through 1.44 above.

Audited Financial Statements. The Society may cause to be prepared financial statements audited by an independent auditor in accordance with generally accepted accounting principles. The engagement of the auditor and the review and approval of the audit

shall be supervised by the Audit Committee as provided in Section 1.32 above. The audited financial statements shall be made available for inspection by the members. They shall also be made available for inspection by the public as described in Section 1.47 below.

Public Inspection of Certain Documents. The Society shall make the following documents available for public inspection on the same day that the request is made in person during regular business hours, within thirty (30) days after receiving a request by mail, or by posting the documents on the Internet in a manner that can be accessed, downloaded, viewed and printed by the public free of charge and without special hardware or software:

Corporate Loans, Guaranties and Advances. The Society shall not make any loan of money or property to or guaranty the obligation of any Director or officer or the Member on the security of its Membership in the Society.

 

MISCELLANEOUS

Election to Dissolve. The Society may elect to wind up and dissolve by resolution of a General Meeting of its members.

Distribution upon Dissolution. On dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the Society shall be distributed to a non-profit fund, foundation, or corporation organized exclusively for charitable purposes.

Electronic Transmission. Communications between the Corporation and Members and Directors may be made by means of electronic transmission as hereinafter provided.

  1. Electronic transmission by the corporation” means a communication
    • delivered by
      1. facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation,
      2. posting on an electronic message board or network which the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or other means of electronic communication,
    • to a recipient who has provided an unprovoked consent to the use of those means of transmission for communications under this provision, and
    • that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
  2. “Electronic transmission to the corporation” means a communication.

These Bylaws may be amended by two-thirds (2/3) vote of the members present at the Biennial Business Meeting. Any proposed amendment to this Memorandum must be communicated to members, in accordance with the procedures set forth herein.

 

APPLICABILITY OF THE KARNATAKA SOCIETIES REGISTRATION ACT 1960.

The Rules and procedures as contained in the Karnataka Societies Registration Act, 1960 as amended from time to time shall be applicable to the Society and shall be the authority for all matters of procedure for the Society as not specifically covered by these Bye laws.