BYLAWS OF THE
OSTEOARTHRITIS RESEARCH SOCIETY INTERNATIONAL, INC.
As Amended 10.28.17
ARTICLE I – Purpose and Offices
Purpose of the Society. The Osteoarthritis Research Society International, Inc. (“the Society”) is dedicated to promoting and encouraging fundamental and applied research to permit a better knowledge of osteoarthritis and its treatment.
Offices. The Society shall maintain a principal office in the State of Maryland. The Society may maintain such other offices at such place or places within or outside the State of Maryland as the Board of Directors may designate.
|ARTICLE II – Members|
Who Shall Be Members. Individuals and entities interested in and engaged in the fundamental clinical and pharmacological aspects of osteoarthritis shall be eligible to apply for membership in the Society in the following membership categories:
(ii) Associate members -Resident, fellow, post doc, research assistant
(iii) Student members
(v) Industry partners – business or nonprofit entities with an interest in the care and treatment of osteoarthritis. Each industry partner member shall designate in writing an individual who shall be its designated representative entitled to exercise the member’s membership rights on all Society matters. Industry partners and their designated representatives may not vote or serve as an office or director of the Society.
The Board of Directors shall have the final discretion regarding a person or entity’s eligibility for membership and proper membership category.
|Section 2.02||Term of Membership. Membership shall be on an annual basis, upon payment of dues in an amount established by the Board of Directors. A member shall be deemed to have resigned from membership should such member be delinquent in the member’s financial obligations to the Society for greater than ninety days. Any member may resign at any time by mailing or delivering written notice to the Secretary of the Society. A member may be removed from membership at any time for cause by majority vote of the Board of Directors, provided that the member shall first have been given notice of the grounds for removal and an opportunity to provide the Board with evidence concerning why removal is not appropriate. For purposes hereof, “cause” shall include no longer meeting membership eligibility requirements, a violation of any provision of these Bylaws or of any policy established by the Board of Directors,or conduct not in the best interest of the Society.|
|Section 2.03||Annual Meeting. A meeting of the members shall be held annually for the election of directors and the transaction of other business as may properly come before the members.|
|Section 2.04||Special Meetings. Special meeting of the members may be called at any time by the President or the Board of Directors. Special meetings shall also be called by the Secretary on the written request of members entitled to cast at least twenty-five percent (25%) of all the votes entitled to be cast at such meeting. Such written request to the Secretary shall state the purpose of the meeting and the matters proposed to be acted on at such meeting. Upon receiving the written request, the Secretary shall inform the members who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting, and upon payment of these costs to the Society, the Secretary shall notify each member entitled to notice of the meeting.|
Notice of Annual and Special Meetings. Notice of each meeting of the members shall be given in writing by or at the direction of the President or the Secretary. The place, date and hour of the meeting will be stated, and, unless it is an annual meeting, the purpose or purposes for which the meeting is being called shall be indicated. Notice of any membership meeting may be given in any manner permitted by law, including without limitation personally, by mail or by electronic transmission. The notice shall be give not less than ten (10) nor more than ninety (90) days before the date of the meeting.
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting in which the adjournment is taken. At the adjourned meeting, the Society may transact any business that might have been transacted at the original meeting.
|Section 2.06||Waiver of Notice. No notice of any meeting need be given to any member who, before or after the meeting signs a waiver of notice, which is filed with the records of meetings of members, or is present at the meeting in person or by proxy.|
Quorum. Five percent (5%) of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members for the transaction of any business.
Proxies. Every member entitled to vote at a meeting of members may authorize another person or persons to act for him by proxy, but no person other than a member shall be so authorized.
Every proxy must be signed by the member or such member’s duly authorized attorney-in-fact. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
Vote. Each member in good standing, except industry partner members and their designated representatives, shall be entitled to one (1) vote on any matter submitted to a vote of the members. The Board of Directors may determine to conduct any vote of the members, including the election of officers and directors, in any manner permitted by law, including without limitation by mail or electronic transmission. Except as otherwise required by law or by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast in the election.
Whenever any corporate action is to be taken by vote of the members, it shall, except as otherwise required by law or by the Articles of Incorporation or these Bylaws, be authorized by a majority of the votes cast by the members entitled to vote thereon.
|ARTICLE III –Board of Directors|
|Section 3.01||Power of Board. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.|
|Section 3.02||Number of Directors. The number of Directors constituting the entire Board of Directors shall not be less than three (3) nor more than twenty (20), as determined from time to time by the Board of Directors, provided that no decrease shall affect the term of any incumbent director. All members of the Society, except those employed by industry, shall be eligible to serve on the Board of Directors.|
|Section 3.03||Election and Term of Directors. At each annual meeting of the members, the members shall elect directors to a term of four (4) years and until his/her successor has been elected and qualified. Terms shall be staggered so that not all terms expire at the same time. Directors may not serve successive four-year terms unless elected to an office of the Society, in which case a director’s term shall be extended for the term of such person’s office. A person who has served a four-year or more term on the Board shall not be eligible to serve again on the Board until such person has been out of office for four years. A director elected to fill a vacancy shall be elected by the Board of Directors for the unexpired term of his/her predecessor.|
|Section 3.04||Newly-Created Directorships and Vacancies. Newly-created directorships resulting from an increase in the number of directors may be filled by a majority vote of the entire Board of Directors. Vacancies occurring in the Board for any reason may be filled by a majority vote of the Board of Directors at any Board meeting.|
|Section 3.05||Removal of Directors. Except as otherwise provided by law, any one or more of the directors may be removed for a cause at any time with affirmative vote of a majority of the members entitled to vote.|
|Section 3.06||Resignation. Any director may resign at any time upon written notice to the Society. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. A director who is absent from three consecutive meetings of the Board of Directors shall, absent the affirmative action of the Board approving such absences, be deemed to have resigned as a director and, if also an officer of the Society, as an officer.|
|Section 3.07||Quorum of Directors and Action by the Board. Unless a greater proportion is required by law or by the Articles of Incorporation, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board.|
Meetings of the Board. An annual meeting of the Board of Directors shall be held each year at such time and place as shall be fixed by the Board of Directors, for the election of officers and for the transaction of such other business as may properly come before the meeting.
Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at anytime whenever called by the President, the President-Elect or twenty percent (20%) or more of the directors.
Meetings of the Board of Directors may be at any place in or out of the State of Maryland as may be fixed in the notice of meeting for regular or special meetings.
Notice of a meeting of the Board of Directors may be given in writing or by electronic transmission and shall be given at least 24 hours in advance of a special meeting of the Board. A notice, or waiver of notice, need not state the business to be transacted at or the purpose of any regular or special meeting of the Board of Directors.
Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of the notice which is filed with the records of the meeting or who is present at the meeting.
Informal Action by Directors; Meetings by Conference Telephone. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a unanimous written consent which sets forth the action is signed by each member of the Board of Directors, and filed with the minutes of proceedings of the Board. Any written consent may be communicated to the Society by electronic transmission.
Members of the Board may participate in a meeting by means of conference telephone, electronic networking, or similar communication equipment if all persons participating in the meeting can communicate at the same time. Participation in a meeting by such means shall constitute presence in person at the meeting.
|Section 3.10||Compensation of Directors. The Society shall not pay any compensation to directors for services rendered to the Society, except that directors may be reimbursed for actual expenses incurred in the performance of their duties to the Society, in reasonable amounts as approved by the Board of Directors.|
ARTICLE IV – Committees
|Section 4.01||Executive Committee. The Executive Committee of the Board of Directors shall be composed of the five (5) elected officers of the Society: the President, President-Elect, Secretary, Treasurer and Immediate Past President. The Executive Committee shall have and may exercise all of the powers of the Board of Directors between meetings of the Board and shall act on matters specifically referred to it by the Board. All actions taken by the Executive Committee shall be promptly reported to the Board of Directors. Actions taken by the Executive Committee shall be reviewed at the next subsequent meeting of the Board.|
|Other Committees. The Board of Directors may appoint from among its members such other committees, each consisting of two (2) or more directors, and delegate to these committees such responsibility as it deems appropriate and necessary, provided that the Board shall not delegate powers otherwise reserved herein to the Executive Committee or as may be limited by law.|
Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may take, alter and repeal rules for the conduct of its business. In the absence of a contrary provision by the Board of Directors or in rules adopted by such committee, a majority of the entire authorized number of members of each committee shall constitute a quorum for the transaction of a business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and each committee shall otherwise conduct its business under Article III of these Bylaws.
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of such committee may be taken without a meeting if a written unanimous consent which sets forth the action taken is signed by each member of the committee, and filed with the minutes of proceedings of such committees.
Members of a committee of the Board may participate in a meeting of the committee by means of a conference, telephone, electronic network, or similar communications equipment if all persons participating can communicate at the same time. Participation in a meeting by such means constitute presence in person at the meeting.
|Section 4.04||Service on Committees. Each committee of the Board of Directors, except the executive Committee, shall serve at the pleasure of the Board.|
|Section 4.05||Records. Minutes shall be kept of each meeting of each committee. Copies of the minutes of such meeting shall be filed with the corporate records.|
|ARTICLE V – Officers, Agents, and Employees|
|Section 5.01||Officers. The Board of Directors shall elect from among its members, or from anyone who has been on the board within the last two years, a President-Elect, a Secretary and a Treasurer, and it may, if so determines, elect other officers and may give any of them such further alternate titles as it considers desirable. The President-Elect shall automatically succeed to the office of President. The President shall succeed to the office of Immediate Past President.|
|Section 5.02||Term of Office and Removal. Each officer shall hold office for a term of two years and until his/her successor has been elected and qualified. All officers shall be elected at the annual meeting of the Board pursuant to procedures adopted by the Board. With the exception of the Secretary and Treasurer, no person shall serve more than one consecutive term in the same office.|
|Section 5.03||Removal, Resignation and Vacancies. Any officer may be removed by the Board of Directors if in the judgment of the Board, the best interest of the Society will be served. Any officer may resign at any time by given written notice to the Society. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to the Society. In the event of a vacancy in the office of Immediate Past President, the prior Immediate Past President shall, if available and willing to serve, be appointed to fill that vacancy. In the event of a vacancy in the office of President, the President-Elect shall be appointed to fill that vacancy. In the event of a vacancy in any other office, the Board of Directors shall appoint a member of the Board to fill such vacancy.|
Powers and Duties of Officers. Subject to the control of the Board of Directors, all officers as between themselves and the Society shall have such authority and perform such duties in the management of the Society as may be provided by the Board and, to the extent no so provided, as generally pertain to the respective offices.
President. The President shall serve as the Chief Executive Officer and Chair of the Board of the Society. The President shall preside at all meetings of the members, the Board of Directors and the Executive Committee and, subject to the supervision of the Board, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Society in accordance with policies and directives approved by the Board of Directors.
President-Elect. In the absence of the President or in the event of his/her disability or refusal to act, the President-Elect shall perform all the duties of the President, and, when so acting, shall have all powers and be subject to all the restrictions upon the president. The President-Elect shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board of Directors.
Secretary. The Secretary shall be responsible for keeping or causing to be kept an accurate record of the proceedings of all meetings of the members, the Board of Directors and the executive Committee, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general, shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Society, if any, and s/he shall have the authority to fix the same to any instrument requiring it and to attest to the authenticity of the Society’s organizing documents and to the signatures of the Society’s other officers as required.. The Board may appoint one (1) or more Assistant Secretaries.
Treasurer. The Treasurer shall be responsible for overseeing all funds and securities of the Society. He/she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Society, and shall deposit or cause to be deposited all monies and other valuable property of the Society in the name and to the credit of the Society in such banks or depositories and under such terms and conditions as the Board of Directors may designate. He/she shall produce and distribute to the Board of Directors and/or officers such financial statements and reports as may be requested. He/she shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board of Directors, and such other duties as shall from time to time be assigned by the Board of Directors. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his/her duties at the expense of the Society. The Board may appoint one (1) or more Assistant Treasurers.
Immediate Past President. The Immediate Past President will serve as a member of the Executive Committee and as chair of the Nominating Committee for a two year term.
|Section 5.05||Agents and Employees. The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may have been prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Any such removal shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.|
Compensation of Agents and Employees. The Society may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be fixed by the Board or, if the Board delegates such power to any officer or officers, then by such officer or officers.
The Board may require agents or employees to give security for the faithful performance of their duties.
|ARTICLE VI – Nominations and Elections|
Nominating Committee. The Nominating Committee shall be chaired by the Immediate Past President, and its members, who shall be appointed annually by the Board of Directors, shall include at least one other elected officer of the Society, at least two other members of the Board, and at least two other regular members of the Society who are not members of the Board. The two regular members of the Nominating Committee shall not be eligible to be nominated for election to the Board while serving on the Nominating Committee.
|Section 6.02||Nominations of Board Members. A call for nominations for members of the Board will be made to the general membership.|
|Section 6.03||Nominations Slate. The Nominating Committee will propose a short list of candidates from all of the nominations that have been received as a result of the call for nominations. Giving consideration to nominations from the membership, the Committee shall arrive at a final slate of nominations with at least two nominees for each vacancy. The chair of the Nominating Committee shall contact nominees on the short list to ensure they are willing to serve if elected. The final slate shall be subject to the approval of the Board of Directors.|
|Section 6.04||Terms of Office. The terms of each Officer and Board member shall begin at the close of the Annual Business Meeting and end when he/she is replaced by a successor. If no officer or board members is elected to replace him/her, the current officer shall continue in his/her office until an election can be arranged. A person may be re-elected after having been out of office for one term. Persons who fill a vacancy and serve for less than one half of the designated term, may be considered for re-election as if they have never held that office. No person may hold more than one office at a time.|
|ARTICLE VII – Miscellaneous|
|Section 7.01||Fiscal Year. The fiscal year of the Society shall be the calendar year or such other period as may be fixed by the Board of Directors.|
|Section 7.02||Checks, Notes, Contracts. The Board of Directors shall determine who shall be authorized from time to time on the Society’s behalf to sign checks, drafts, order orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.|
|Section 7.03||Books and Records. The Society shall keep at its offices correct and complete books and records account, the activities and transactions of the Society, minutes of the proceedings of the members, the Board of Directors, the Executive Committee and any other committee of the Society, and a current list of the members, directors and officers of the Society and their addresses. Any of the books, minutes and records of the Society may be in written form or in other form capable of being converted into written form within reasonable time.|
|Section 7.04||Amendment of Articles of Incorporation and Bylaws. The Articles of Incorporation of the Society may be adopted, amended and appealed in whole or in part by majority vote of the members following approval of the amendment by a majority vote of the Board of Directors. The Bylaws of the Society may be adopted, amended or repealed in whole or in part by a majority vote of the Board of Directors.|
|Section 7.05||Indemnification and Insurance. The Society shall, to the fullest extent permitted by law, defend and indemnify any person who was or is a party, or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the Society) by reason of the fact that such person is or was a director, officer , volunteer, employee or agent of the Society, against expenses (including reasonable attorney’s fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be the best interests of the Society.|
|Section 7.06||The Society may purchase and maintain insurance on behalf of any person who is or was a director, officer, volunteer, agent or employee of the Society against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Society would have the power to indemnify such person against such liability under the provisions hereof.|
Dissolution. In the event of the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Society, dispose of all the remaining assets of Society in a manner permitted under applicable provisions of the U.S. Internal Revenue Code and applicable Maryland law.