ARTICLE 3 – MEETINGS AND VOTE OF MEMBERS

1.01       Annual Meeting.  An annual meeting of the members of the Society shall be held each year at such place and such date as may be designated by the Executive Committee, based upon the recommendations of the Meetings and Program Committee.  The primary purpose of such annual meetings shall be to provide forums for the presentation of scientific papers, but there shall not be less than one business session of the general membership at each annual meeting of the Society.  Unless elected by electronic or written ballot, directors shall also be elected at this meeting, and any other proper business may be transacted at this meeting.

1.02       Scientific Sessions.  Individual, Honorary, and Emeritus Members, and sponsored Members-in-Training shall be permitted to present scientific papers, approved by the Meetings and Program Committee, to the membership.  However, the Meetings and Program Committee retains the right to reject a paper for presentation, or to designate that the submission be presented as a poster or another format, based on the relative scientific merits of the submission and the time constraints of the program. Individual, Honorary, and Emeritus Members of the Society may invite one guest per year to the scientific meeting as long as that guest is a co-author of a scientific paper to be presented by the Member at the scientific meeting.

1.03       Virtual Mid-Year Meeting. A virtual mid-year meeting shall be held each year, based on the recommendations of the Meetings and Program Committee. The primary purpose of such virtual mid-year meetings shall be to provide forums for the presentation of the corporate members and scientific papers.

1.04       Special Meetings. Special meetings may be called at any time to discuss:

a.            Important matters that cannot wait until the next scheduled meeting

b.            To discuss a matter that is so important that a separate, sole meeting is required.

c.             A petition for a special meeting may be made by the Executive Committee or upon electronic or written application of at least ten percent of the Individual Members. In each instance the specific reason or problem must be explicitly stated.  A special meeting called by any person entitled to call a meeting of the members shall be called by electronic or written request, specifying the general nature of the business proposed to be transacted, and addressed to the attention of and submitted to the Chair of the Executive Committee, if any, or the President or any Vice President or the Secretary of the Society. The Officer receiving the request shall cause notice to be given promptly to the members entitled to vote, under Section 3.07 of these By-laws, stating that a meeting will be held at a specified time and date fixed by the Executive Committee.  No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.

1.05       Notice.  Whenever members are required or permitted to take any action at a meeting, an electronic or written notice of the meeting shall be given to each Member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting.  For the annual meeting, the notice shall state the matters that the Executive Committee, at the time notice is given, intends to present for action by the members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given. Electronic or written notice of the annual meeting shall be given to all members of the Society at least 60 days preceding the annual meeting.  Electronic or written notice of a special meeting shall be given to all members of the Society at least 35 days prior to a special meeting and no more than 90 days after receipt of the request for such meeting.

1.06       Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice, or electronic or written waiver of notice, states the general nature of the proposal or proposals:

a.            Removing a director with cause;

b.            Filling vacancies on the Executive Committee;

c.             Amending the Articles of Incorporation; or

d.            Electing to wind up and dissolve the Society.

1.07       Method of Notice.  The notice shall be given either personally, by electronic transmission by the Society, or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each Member entitled to vote, at the address of that Member as it appears on the books of the Society or at the address given by the Member to the Society for purposes of notice.
Notice given by electronic transmission by the Society shall be valid only if:

a.            Delivered by (a) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the Society; (b) posting on an electronic message board or network that the Society has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it; or (c) other means of electronic communication;

b.            To a recipient who has provided an unrevoked consent to the use of those means of transmission for communications; and

c.             That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

d.            Notice shall not be given by electronic transmission by the Society after either of the following: (a) the Society is unable to deliver two consecutive notices to the Member by that means or (b) the inability to deliver the notices to the Member becomes known to the Society.

1.08       Order of Business.  At the business session of each annual meeting of the members of the Society the order of business shall be:

a.            call to order;

b.            report of the President;

c.             report of the Secretary;

d.            report of the Treasurer;

e.            report of the Board of Trustees;

f.              reports of the respective Committee Chairs;

g.            election of Officers and Committee Chairs;

h.            election of new Members;

i.              unfinished business;

j.              new business;

k.             announcements and notices;

l.              adjournment to Scientific Session.

1.09       Scientific Session.  The order of presentation of the Scientific Sessions shall be organized and prepared by the Meetings and Program Committee and be distributed to all members as far in advance of each meeting as is practical.  In addition, it will be available for distribution at the time of the scientific meeting.

1.10       Quorum.  At any annual or special meeting of the Society, a quorum shall consist of not less than 50 percent of all Individual Members entitled to vote at that meeting.  If a quorum is not present, resolutions may be presented for  a vote by the membership using either mail or an electronic means such as a website or email. The duration of the voting by Member communication out of the normal meeting time is 7 days after publication.

1.11       Vote.  If a quorum is present or represented at a meeting the affirmative vote or ballot of a majority of the Individual Members in good standing who are present or are duly represented shall be sufficient to elect any Officer, Committee Member, or to transact any business as provided for in the By-laws.  Voting by email, website polling, or mail by the members of the Society is permitted when authorized by the Executive Committee or the By-laws.

a.            Each Individual Member of the Society who is in good standing, but no other members, shall be entitled to one vote on each matter submitted to a vote of the members.

Election of all Officers and Committee Members by the Individual Members shall be by open voice, email, or hand ballot unless a secret ballot is requested by any one Member of the Society present at the time of balloting.  Upon request by any Individual Member any action or other matter may also be voted on by similar ballot.

b.            Any action required or permitted to be taken by the members may be taken without a meeting, if a simple majority of Individual Members consents to the action electronically or in writing. The electronic or written consent or consents shall be filed with the minutes of the meeting. The action by electronic or written consent shall have the same force and effect as a unanimous vote of the members.

c.             Any Individual Member who abstains from voting shall be counted as an affirmative vote.

1.12       Review.  The actions of the Executive Committee shall be subject to review at any annual business meeting of the Society.  Any such action may either be ratified, amended, or rescinded by a majority vote of the Individual Members present and voting at such annual business meeting.  Any item of business relating to the scope of the Society’s objective and powers may be introduced by any Member under “new business” provided that the motion or resolution to be so introduced has been filed electronically or in writing with the Executive Committee not less than thirty days prior to the annual meeting of the Society.

1.13       Rules of Order.  The deliberations of the Society’s Executive Committee and all Committees shall be governed by the rules contained in the current edition of “Robert’s Rules of Order” in all cases in which they are not inconsistent with the Articles of Incorporation, By-laws, special and standing rules, customary practices and procedures of the Society.