The American Society for 

Reproductive Immunology

BY-LAWS of the AMERICAN SOCIETY for REPRODUCTIVE IMMUNOLOGY

Proposed: June 1996 Ratified: September 10, 1996

Amended: September 30, 2004 / December 31, 2010 / May 21, 2011 / June 15, 2019

ARTICLE I. NAME

The Society shall be called the “American Society for Reproductive Immunology”, commonly referred to as “ASRI”.

ARTICLE II. PURPOSES

The purposes of the Society are to advance the study of the immunological aspects of the reproductive process, to facilitate contact between persons interested in this and allied fields, and to disseminate widely all information and new knowledge obtained. These scientific and educational objectives are to be met by holding meetings and organizing publications or by any other means deemed to be appropriate.

ARTICLE III. INCORPORATION

The Society will be incorporated as a qualified exempt organization under section 501(c)(3) of the Internal Revenue Code of 1954, or as it may be hereinafter amended.  Dissolution of the Society is addressed in Article XIII.

ARTICLE IV. HEADQUARTERS OF THE SOCIETY

The Headquarters of the Society shall be located at the business address of the Executive Director as shall be determined by the Executive Council.

ARTICLE V. MEMBERSHIP

Section 1. Membership will be open to all individuals in science who have exhibited an interest in, and have contributed to, the purposes of this Society. The Society shall consist of

(a) Regular Members will be admitted to the Society following submission of an appropriately completed application form approved by the Membership Committee Chair or Executive Director, having paid their dues and having been accepted by the President. The names of the accepted Regular Members are reported at the annual meeting.

(b) Associate Members are those individuals still in training positions such as (interns, residents, graduate students, postdoctoral fellows. Associate members must include with their application a letter of support from their mentor indicating that they are in training. Members, Associate members will pay a reduced membership fee as determined by the Council.

(c) Honorary Members, who are distinguished scientists, will be elected by not less than a two thirds majority vote by secret ballot to the members of the Executive Council at the time of an annual meeting of the Society, following nomination by a proposer and seconder from the Council membership.

(d) Emeritus Members who are senior members of the Society of at least ten years standing and retired from their professional posts. They are non-voting members.

(e) Sustaining Associate Members, to be any philanthropic individual, organization, corporation, or foundation which contributes substantially to the support of the Society. Sustaining Associate Members are admitted to the society upon action of the Executive Council.

(f) Less Economically Developed Country Members(LEDC)) are regular members from Less Economically Developed Countries, as defined by the United Nations.  They have all the same rights and benefits as Regular members but will pay a reduced membership fee to be determined by the Executive Council.

Section 2. The President shall receive an engraved plaque at the annual meeting of the Society at which he or she finishes the term as President as a token of recognition of his or her service to the Society.

Section 3. Membership may be withdrawn from any category of member for reasons such as proven professional, financial, legal or ethical misdemeanor by simple majority decision of the Executive Council.

ARTICLE VI. ANNUAL DUES

Section 1. The amount of the dues for the members shall be set by majority vote of the Executive Council on the advice of the Treasurer and Finance Committee. Members may pay multiple years in advance. Members failing to pay their dues by January 1 of the current year shall be notified by the Executive Director and after a period of 14 days without reply shall be deemed to have allowed their membership to lapse. Payment of dues outstanding within 30 days will enable the membership to be regained without renewed application. Members whose dues are outstanding are “not in good standing” and may not participate in the business meeting or vote, will lose their subscription to the Society’s journal, and will not qualify for the usual reduction in registration fee for the annual meeting.

Section 2. The Executive Council may decide a lower membership fee for individuals based on the primary country/continent where they conduct their work. The reduced rate, if extended to any members of a particular country/continent, must be extended to all members from that country/continent.

Section 3. The Executive Council will extend a complimentary membership of 1 year to non-member speakers at the annual meeting, to include a 1-year subscription to AJRI. Complimentary membership does not extend to speakers who are currently members or have been a member within the past 3 years.  At the end of the complimentary membership period, the member may choose to upgrade to a paid membership category.  If they do not renew, their membership will be suspended at the end of the complimentary year. 

ARTICLE VII. EXECUTIVE COUNCIL

Section 1. The Society shall be directed by an Executive Council of six (6) Officers and five (5) Councilors. Officer and Council candidates contesting for these positions shall be elected by secret ballot of all members in good standing. The Officers are: President, President-Elect, Past President (in this context, the immediate Past President), Vice-President, Secretary, and Treasurer. All candidates for office must have been members in good standing of the Society for at least the previous two years. The Editor of the American Journal of Reproductive Immunology and the Chairman of the Organizing Committee for the annual meeting will be ex officio members of the Executive Council (without vote). Ex officio members may be excluded from all or part of Executive Council meetings at the discretion of the President.

Section 2. The Executive Council shall be responsible for the control and management of the affairs, property, and interests of the Society, and may exercise all powers of the Society except as herein provided or by statute expressly conferred upon or reserved to the Members. The Executive Council shall act in the name of the organization when it is convened by its President after due notice to all Council members and Officers of such meeting. Meetings may be in person, by phone or by other means determined by the President.

Section 3. Each Councilor will serve for a period of three years. Nominations of Councilor shall be called for by the Secretary and the Chair of the Nomination Committee not less than four (4) months prior to the annual meeting. Each candidate must be proposed and seconded by two members in good standing of the Society and must provide a short resume of his/her qualifications and experience. This summary will be included in the ballot. Each Councilor may be reelected for one additional term after which he/ she must stand down for a minimum of one term (i.e., three years) before being eligible to serve another term as Councilor.

Section 4. The terms of President, immediate Past President, President-Elect and Vice-President will be for two (2) years.  The terms of Secretary, Treasurer and position of Councilor will be for a term of three (3) years. No Officer may hold the same post for more than one 3-year term, except for the Treasurer, who may be nominated and reelected to serve a single further term to provide continuity in the Society’s financial affairs.

Section 5. Voting will take place by secure electronic ballot online. Voting shall close at least two (2) days prior to the start of the annual meeting.  Results will be sent to the Secretary and Nomination Committee Chair one (1) day prior to the Executive Council meeting at the annual meeting.  If two candidates have a tie, the winner will be chosen by secret ballot of the Executive Council at the annual meeting. The results will be presented at the ASRI Business Meeting during the annual meeting

Section 6. Any Councilor may resign at any time by giving written notice to the Executive Council, the President or the Secretary. Unless otherwise specified in such written notice, the resignation of such Councilor shall take effect upon receipt thereof by the Executive Council.

Section 7. No Councilor may be removed from office without just cause. In the event impeachment proceedings are initiated against any Councilor, the improper conduct must be clearly defined, and the accused Councilor must have ample opportunity to address the charges. Actual impeachment may occur only by the affirmative vote of a majority of the Regular Members and only after these voting Members have been duly informed of the charges against the Councilor and of the Councilor's response to those charges. The vote on impeachment may take place at any meeting of the Society, or by ballot of the Regular Members.

Section 8. The Executive Council may appoint any member of the Society to serve an unexpired term of a member of the Executive Council that may fall vacant.

Section 9. Any business of the Society requiring a vote of the membership may be conducted by mail or electronic ballot of the members in good standing. All issues shall be decided by a simple majority vote. Other matters concerning the Society may be decided by the Executive Council.

Section 10. The Executive Council shall meet as frequently as circumstances require, and always at the time of the annual meeting of the Society. Any meeting of the Executive Council shall require the presence of a minimum of five members, of whom two must be Officers to conduct any business in the Society’s name. Discussions at meetings that do not meet this criterion must be reported to the full Executive Council for further action. Any recommendations concerning major policy issues must be approved by a simple majority vote of the full Executive Council. In the event of any tied vote, the President shall have the deciding vote.  The Chairs of the committees and the Editor in Chief of the AJRI are members of the Executive Council and participate in the business discussion but do not have voting rights.

Section 11.  Appointment of the Executive Director will be by vote of the Executive Council. The term of office of the Executive Director will be determined by the Executive Council under the leadership of the President. The President and Council will be responsible for conducting an annual review of the Executive Director.

ARTICLE VIII. DUTIES OF OFFICERS

Section 1. The President is the Chief Executive Officer of the Society and is responsible for maintaining the standing of the Society, for the organization of the annual meeting and for the maintenance and development of the wider activities of the Society. The President shall chair all meetings of the Executive Council. The President should be a member of a scientific institution in North America.

Section 2. The Vice President will serve as a voting member at the Membership Committee with the responsibility of increasing international membership. At the discretion of the President, the Vice President will sit on any Committee meetings as a full voting member.

Section 3. The President-elect will assume the responsibilities of the President on any such occasion when the absence or incapacity precludes him or her from discharging those responsibilities. The same will be the case in the event of the death or long-term disability of the President. Assumption of this responsibility will not deprive the President-elect from a subsequent full term of office as President.

Section 4. The Secretary shall be responsible for: (a) Reviewing and approving minutes taken by the Executive Director for all meetings of the Executive Council and of the annual Business Meeting which is held in conjunction with the annual meeting of the Society. (b) Presenting the minutes of the previous meeting for Board approval, (c) Providing content for a regular Newsletter to be sent out to the membership by the Executive Director

Section 5. The Treasurer shall be responsible for: (a) Keeping an account of all the financial transactions of the Society, (b) Causing the monies and any other valuable assets of the Society to be held in safe deposit in such bank or trust company as approved by the Executive Council and, (c) Provide a statement of accounts for approval at the annual meeting.  (d) Serve as Chair of the Finance Committee and prepare and recommend financial policies to the Executive Council on an annual basis.

Section 6. In the event of a vacancy in any office except that of President and the President-Elect, by reason of death, resignation, inability to act, disqualification, removal, or any other cause, the position shall be filled for the unexpired portion of the term by a majority vote of the Executive Council regularly convened at any regular or special meeting. If vacant, the position of President will be filled for the unexpired portion of the term by the incumbent President Elect. A vacancy in the position of President Elect shall be filled in the next regularly scheduled election of officers. The person selected in this election shall serve out the remainder of the unexpired term of President Elect and then succeed to President as per the usual cycle. In the event that positions of President and President Elect are simultaneously vacant, the Past President shall serve as Acting President, with all the powers and responsibilities of President, until a new President can be elected by the membership of the society.  If no officers are available to fill the vacant position of President, the Executive Council shall appoint an Acting President to serve until a new President can be elected by the membership.

Section 7. The Executive Director to the American Society for Reproductive Immunology is responsible for the management of the Society, its records and day-to-day operations, and coordination of nonscientific activities associated with the annual meeting of the Society. Some of the specific duties listed below are found in the ASRI Consultant Agreement under the following categories:

A.    General Management of the Society: Maintain all member lists and addresses, coordinate all mailings, update the website as needed and assist the President in coordinating meetings with council members, arranging conference calls, coordinate annual meetings and scheduling.

B.    Coordination of Committees: Work closely with all committee chairs for various projects.

C.   Financial and Legal Management: Assure that all Society records adhere to all state and federal laws and regulations. Perform bookkeeping and accounting duties, such as updating, as required, the on-going ledgers of Society bank accounts

D.   Annual Meeting Planning and Coordination: For each Annual Meeting of the Society, the Executive Officer will assist the Meeting Chairs and Local Organizing Committee, as needed, to identify possible venues and facilitate fundraising. Working with meeting chairs, the Executive Director will negotiate contracts and function as a liaison with the with hotel/conference site as well as work with the Program Committee to ensure the success of the annual meeting.

E.    Membership Management: Liaise with Membership Chair to process applications for membership and maintain an up-to-date online membership directory.

ARTICLE IX. STANDING COMMITTEES

Section 1. NOMINATION COMMITTEE

A Nomination Committee composed of the Past President (Chairman) and two members of the Society appointed by the President, of whom at least one will not be a member of the Executive Council, will call for nomination of candidates from the membership not less than four (4) months prior to the annual general meeting of the society and will propose two or three candidates for each of the positions of President-Elect and Secretary. The Treasurer may be proposed for a second three-year term unopposed if he or she is willing, otherwise two or three candidates will be proposed for the position of Treasurer. The candidates for President-Elect must have served previously as an Officer or Councilor for at least two years or as the Meeting Chair of an annual meeting. All nominees must confirm their willingness to stand for office. Each candidate must be nominated and seconded by two members in good standing of the Society and provide written confirmation of his or her willingness to stand for election. Each candidate must provide a short resume of his/ her qualifications and experience. This summary will be included in the ballot.

Section 2. AWARDS COMMITTEE

An Awards Committee consisting of a chairman appointed by the President and five members in good standing appointed by the Council. Members serve staggered 3-year terms. The chairman will determine the recipients of all awards given by the Society. Five members should reflect the membership demographics, including clinical vs. basic background, locale, large vs. small animal research, and senior vs. young investigators. The frequency with which the awards are given and the criteria for selecting the recipients will be determined by the Executive Council and serve as the framework within which this committee operates. In the case where an award is funded by an endowment, any stipulated terms and conditions must be followed.

Section 3. PROGRAM COMMITTEE

The Program Committee shall consist of a Chair and a Co-Chair appointed by the President, two members of the Executive Council appointed by the President, and three members elected by the Executive Council.  Members serve three-year terms. Members are to be chosen to represent different institutions and areas of the country. The Chair is a non-voting member of Council. The budget, location and program for the annual meeting must be approved by the Executive Council.

The annual meeting shall be organized by a Program Committee appointed by the President, and the President shall be an ex officio member (voting member) of the Program Committee. The Program Committee shall be headed by a minimum of (1) Meeting Chair and (1) Meeting Co-Chair.  The President will call for nominations of Meeting Chairs at least twelve (12) months prior to the annual meeting.  In the second year of the President’s term, the President Elect shall work with the current President to select the Meeting Chairs.  Proposals will be discussed, and a final decision made at the Executive Council meeting during the current year’s annual meeting. In the event that there are any difficulties with the organization of the annual meeting, the President will have the responsibility for resolving them appropriately. Final decision on the scientific program will be determined by the Executive Council working with the Meeting Chairs. 

The scientific program will be based on a combination of proposals for scientific sessions submitted by current members of the society and suggestions submitted by the Program Committee and/or Meeting Chair.  A call for proposals will be sent out to all current members at least nine (9) months prior to the annual meeting.  The Program Committee will rank the proposals and submit to the Chair(s) and the President for their consideration. The final decision on session topics and speakers will be made by the Meeting Chair in conjunction with the Program Committee at least six (6) months prior to the annual meeting.

Section 4. PUBLICATION COMMITTEE

A Publication Committee consisting of a chairman, five members appointed by the President, and with the President as a member shall provide input to the Executive Council on issues related to the American Journal of Reproductive Immunology. Among other activities, the Committee shall recommend to the Executive Council candidates for the Editor, make recommendations regarding editorial policy and fiscal matters related to publications.

Section 5. PUBLIC AFFAIRS COMMITTEE

The five members of the ASRI Public Affairs Committee are appointed by Council on staggered three-year terms. The Executive Director serves as a non-voting, ex officio member. Representatives from other groups with which ASRI may establish public affairs liaison may be appointed as non-voting members of the committee as needed. The ASRI Committee on Public Affairs will identify, analyze, and respond to policy, legislative, and regulatory initiatives that are of interest to obstetrician, gynecologist immunologists, reproductive immunologists or to biomedical researchers in general. The CPA will lead the public policy efforts of ASRI and interact with relevant government officials and other professional organizations/societies, always advocating for the best interests of science and working to improve the professional lives of reproductive immunologists.

Committee Mission:

  • Develop a consistent position on policy issues that are relevant to the field of reproductive immunology and that impact ASRI;
  • Coordinate membership participation in areas associated with pending legislation, public laws, and actions by federal executive departments.
  • Coordinate this effort by organizing their responses and activities
  • Devise ways to educate those in government and the public about the field of reproductive immunology; Maintain liaison with other organizations whose public affairs goals are consistent with those of ASRI.
  • Monitor and analyze federal legislation, regulations (proposed and/or existing), and budgets that may impact ASRI members and science as a whole, and take action as needed
  • Maintain and/or create contacts/liaisons with Congress, federal agencies, and other professional societies/like-minded organizations, and work as necessary to advance mutual interests
  • Represent and apprise ASRI members regarding issues of professional concern, and assist members in informing their elected representatives and their communities about those issues

Section 6. EDUCATION COMMITTEE

The five members of the Education Committee are appointed by Council on staggered three-year terms. The ASRI Education Committee is dedicated to promoting science education and helping its members in science outreach activities.  The role of the committee is to plan and coordinate a variety of educational activities and programs of ASRI, develop informational and educational materials in reproductive immunology for the audiences with which ASRI wishes to communicate and participate in activities and coalitions that foster education in the life sciences.

Committee Mission:

Initiate and/or oversee activities resulting in the development and execution of:

  •        ASRI Courses in reproductive Immunology
  •        ASRI Summer Research Programs for Undergraduate students
  •        Grant Review for Reproductive Immunologists Program ("GRRIP")
  •        Committee-sponsored symposia at the ASRI Annual Meeting

Section 8. MEMBERSHIP COMMITTEE

The Five members of the Membership Committee are appointed by Council on staggered three-year terms. The ASRI Membership Committee is dedicated to helping ASRI meet the needs of the reproductive immunology community, especially its members, by voicing its concerns and making suggestions for changes or additions to current ASRI practices, policies or bylaws.

Committee Mission:

  • ·         Determine the eligibility of applicants for active membership and submit applications to Council;
  • ·         Recommend changes in the criteria for membership for consideration by Council;
  • ·         Solicit applications for membership, analyze current membership for composition and representation, and make any recommendations concerning the above issues to Council.

Section 9. WEBSITE & SOCIAL MEDIA COMMITTEE

A minimum of four members of the Committee are selected by the Council and serve a four-year term, along with the ASRI Executive Director.  The Website & Social Media Committee uses technology to communicate the goals and initiatives of the Society, connect members with each other and with resources, and advance the research of the Reproductive Immunology field.

Committee Mission:

  • Engage and inform membership about all things related to Reproductive Immunology and ASRI
  • Raise member awareness of Reproductive Immunology and ASRI
  • Connect membership to the ASRI message
  • Increase participation of all committees in communicating to the membership
  • Promote the ASRI eNews Blog
  • Add content to the ASPE website
  • Recruit new committee members

Section 10. BY-LAWS COMMITTEE

This committee is an ad hoc committee that can be activated at the discretion of the President when there is an agreement with the Executive Council that revisions to the bylaws need to be considered.  Three members will be selected by the President from the membership of ASRI, and three members are appointed by Council.  All the members should have functioned in the past in a leadership position within ASRI. 

Committee Mission:

To consider amendments to the constitution and bylaws; to review and draft rules for the conduct of council and membership meetings.

       Review proposed amendments and recommend for Council consideration changes to the bylaws that are consistent with the Society’s overall mission and purpose.

       In response to requests from the Council and/or President, review and make recommendations for changes to the bylaws.

       Examine and consider the implications of proposed changes and make recommendations to the Council. Ensure adherence to the Bylaws amendments process and timeline.

       Review proposed bylaws amendments to be considered by the membership of ASRI and make recommendations to the Council.

Section 11. FORMATION OF NEW COMMITTEES

The President may create and appoint other ad hoc committees to assist the Officers and Executive Council in the conduct of the Society’s affairs.

ARTICLE X. AMENDMENTS TO CONSTITUTION

Any proposed modification of the Constitution must be presented to the Executive Council in advance of its presentation to the rest of the Society. The Executive Council will have the right to send modifications to the full membership upon a majority vote of the Council. Amendments will only be approved upon a written or electronic vote of the full membership.

ARTICLE XI. FINANCIAL LIABILITIES

The Executive Council by majority vote to approve the budget for the Annual Meeting. The Treasurer or President will approve and sign all contracts related to the annual meeting.  The Meeting Chair shall be responsible for the majority of fundraising efforts for the annual meeting, with the support of the Council and Executive Director. All financial obligations related to the annual meeting shall be managed by the Executive Director in coordination with the President and the Treasurer. Any funds raised by the Planning Committee for the Annual Meeting not expended on the meeting shall be turned over to the Society. The Society shall not be held liable for any financial loss incurred by individuals or organizations that perform functions without the approval of the Executive Council.

ARTICLE XII. PARLIAMENTARY PROCEDURES

Meetings shall be conducted according to the procedures in this Constitution or by procedures designated by the Executive Council. Other contingencies, should they arise, will be conducted under Robert’s Rules of Order, and the President shall be the Parliamentarian.

ARTICLE XIII.  ELECTION OF THE EDITOR IN CHIEF OF THE AMERICAN JOURNAL FOR REPRODUCTIVE IMMUOLOGY

Section 1.  The Editor in Chief of the AJRI is elected by the Executive Council for a period of FIVE years with the option of a second term renewal. No additional terms can be extended

Section 2. The election search for the Editor in Chief is directed by the President of the Society in coordination with the Publication Committee.  A national search should be coordinated by the President and the applications evaluated by the Publication Committee.

Section 3.  The Chair of the Publication Committee will present to the Executive Council their suggestions as leading candidates for a vote by the members of the Executive Council. 

Section 4.  The President will recommend to the Publisher the elected candidate for Editor in Chief.  If agreed upon, the Society will make a formal announcement of the outcome of the election.  If an agreement cannot be reached with the publisher, the Council will identify an alternate candidate.

Section 5.  The Editor in Chief will provide an update on the status of the journal to the Council and the Society every year at the Annual meeting.

Section 6.  The Editorial Board is formed by consultation with the Publication Committee and the Editor in Chief. The final list of the members of the Board is confirmed by the Council.

ARTICLE XIV. EXECUTION OF INSTRUMENTS

All checks, drafts, bills of exchange, acceptances, bonds, endorsements, notes or other obligations, or evidences of indebtedness of the Society, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers, stock powers or other instruments of transfer, contracts, agreements, dividend or other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices or documents, and other instruments or rights of any nature, may be signed, executed, verified, acknowledged and delivered by such persons (whether or not officers, agents or employees of the Society) and in such manner as from time-to-time may be determined by the Executive Council. Any contracts entered into the Society must be signed by the President and the Treasurer.

All contracts will be kept on file with the Executive Director.  In the event of the departure of the Executive Director for any reason, all files shall be turned over to the current President for safekeeping until such time as an Executive Director can be identified and contracted.

ARTICLE XV. GENERAL PROHIBITIONS

Notwithstanding any provision of the Constitution or Bylaws which might be susceptible to a contrary construction:

Section 1. The Society shall be organized and operated exclusively for scientific and educational purposes.

Section 2. No part of the net earnings of the Society shall or may under any circumstances accrue to the benefit of any private shareholder or individual.

Section 3. No activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation, or advocate for a particular medical viewpoint.  Officers and Members of the society shall refrain from promoting any product, service or medical viewpoint on behalf of ASRI. 

Section 4. The Society shall not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

Section 5. The Society shall not be organized or operated for profit.

Section 6. The Society shall not (a) Lend any part of its income or assets without the receipt of adequate security and reasonable rate of interest; (b) Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered; (c) Make any part of its services available on a preferential basis; (d) Make any purchase of securities or any other property, for more than adequate consideration in money or money's worth; (e) Sell any securities or other property for less than adequate consideration in money or money's worth; or (f) Engage in any other transactions which result in diversions of its income or assets to any officer, member of the Executive Council, or substantial contributor to the Society. The prohibitions contained in Section 6 do not imply that the Society may make such loans, payments, sales or purchases to anyone else, unless such authority be given or implied by other provisions of the Constitution. The prohibitions contained in Section 6 do not mean to imply that the Society may make such loans, payments, sales or purchases to anyone else, unless such authority be given or implied by other provisions of the Constitution.

ARTICLE XVI. DISSOLUTION OF SOCIETY

In the event of the dissolution of the Society any assets of the Society shall be distributed for scientific or educational purposes as deemed appropriate by the Executive Council. The institution to which the funds would go must be qualified exempt organizations under section 501(c) (3) of the Internal Revenue Code of 1954, as it may subsequently be amended, or to an organization to which contributions are deductible under Section 170(c) (2) of the Code, or as it may subsequently be amended.


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