BYLAWS OF THE AMERICAN SOCIETY OF GENE & CELL THERAPY
(Amended and Restated as of July 1, 2016)
The name of this organization is: The American Society of Gene & Cell Therapy (the "Society").
2.1 Purposes: The purposes of the Society shall be to engage exclusively in scientific and educational activities including specifically, but not limited to, promoting and fostering the exchange and dissemination of information and ideas relating to gene and cell therapy, encouraging the general field of research involving gene and cell therapy and promoting professional and public education in all areas of gene and cell therapy. The Society is designed to qualify as a tax exempt organization under Section 501(c)(3) of the Code and as an organization described in Section 170(b)(1)(A)(vi) of the Code and the provisions hereof shall be interpreted accordingly.
2.2 Powers: The Society shall possess and be permitted to exercise all powers in connection with its purposes as are authorized by Chapter 24.03RCW of the Washington Nonprofit Corporation Act; provided, however, that notwithstanding any other provision of these Bylaws or the Society's Articles of Incorporation, the Society shall exercise only those powers or engage in or carry on only those activities permitted to be exercised, engaged in or carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
2.3 Prohibited Activities: No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, officers, directors or other private persons. However, the Society shall be authorized and empowered to pay reasonable compensation for services rendered (other than to an officer or director, regardless of the capacity in which such individual may render such services) and to make payments and distributions in furtherance of the purposes set forth in Section 2.1 of these Bylaws. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Code, and the Society shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office.
2.4 Gifts, Contributions, Etc.: The Society may seek gifts, contributions, donations, and bequests for the purposes of the Society and all funds received by the Society shall be dedicated to and invested solely for such purposes. The Board of Directors may establish guidelines for the acceptance or refusal of gifts, contributions, donations, or bequests and for the disbursement of funds by the Society in such manner as may, in the judgment of the Board of Directors, be consistent with the purposes of the Society.
2.5 Nondiscrimination: In the pursuit of its purposes and the exercise of its powers, the Society shall make its services and activities available to the community which it serves regardless of race, color, creed, gender, sexual orientation, national origin or disability.
3.1 Incorporation: The Society is incorporated as a nonprofit corporation for educational and scientific purposes under the laws of the State of Washington under the name as designated in Article I.
3.2 Principal Office: The Society may have such principal and other business offices as the Board of Directors may designate. The current principal offices are located at 555 East Wells Street, Suite 1100, Milwaukee, Wisconsin 53202.
3.3 Registered Agent: The Society shall maintain a registered agent as required by the Washington Nonprofit Corporation Act, whose address may be, but need not be, identical with the principal office of the Society. The name and address of the registered agent may be changed from time to time by the Board of Directors.
3.4 Books and Records: The Board of Directors may keep the books of the Society in such place or places as they may from time to time determine in accordance with Section 24.03.135 of the Washington Nonprofit Corporation Act.
4.1 General: Membership in the Society is a privilege, not a right, and is dependent on the applicant adequately demonstrating compliance with the requirements for membership as defined in these Bylaws and otherwise by the Board of Directors of the Society.
4.2 Classes of Members: The members of the Society are (a) Members, (b) Associate Members, (c) Reduced Dues Members, (d) Transitional Members, and (e) Emeritus Members. The Society does not discriminate in membership on the basis of race, religion, national origin, sex or disability.
(a) Members: Individuals who have manifested an interest in any discipline important to gene therapy, cell therapy, or manufacturing technologies for gene and cell delivery as evidenced by work in the field are eligible for Membership. Members shall pay dues and have all privileges of the Society including, but not limited to, the right to vote, serve on committees, hold office, and serve on the Board of Directors.
(b) Associate Members: Individuals who are currently enrolled in an undergraduate program, postdoctoral fellows program or graduate studies program or who are currently employed as a laboratory manager, technician, assistant, or any other clerical laboratory position in gene and cell therapy research programs are eligible for Associate Membership in the Society. Associate Members shall be assessed reduced membership fees and reduced registration fees to the annual meeting of the Society, the amount of such fees to be determined by the Board of Directors from time to time in its sole discretion. Associate Members shall not have the right to vote, hold office, or serve on the Board of Directors. Associate Members shall have the right to serve on committees. Associate Members who are enrolled in an undergraduate program, postdoctoral fellows program or graduate studies program for more than four (4) years must submit documentation reasonably satisfactory to the Society that he or she is still a postdoctoral fellow or graduate student in good standing to retain Associate Member status. Otherwise, at the end of such initial four (4) year period, an individual’s Associate Membership shall be automatically converted to Member status. Associate Members who are professionals, such as laboratory managers, technicians, assistants, or any other clerical laboratory position, may remain Associate Members without resubmission of subsequent documentation.
(c) Reduced Dues Members: Individuals who reside in countries designated as “low income” or “lower-middle income” by the World Bank (based on gross national income per capita) and who otherwise fulfill the requirements for Member or Associate Member status shall be eligible for Reduced Dues- Member or Reduced Dues-Associate Member status. Reduced Dues- Member and Reduced Dues-Associate Member status offers the same privileges and limits thereon as Member status and Associate Member status, respectively, except that (a) the membership dues for Reduced Dues-Member and Reduced Dues-Associate member status shall be less than the membership dues for the corresponding member status, the amount of such dues to be determined by the Board of Directors in its discretion from time to time, and (b) a subscription to Society-owned publications shall not be included in membership dues for a Reduced Dues member. For purposes of clarity, (aa) Reduced Dues- Members shall have the right to vote (as described in Section 4.6, below), serve on committees, hold office and serve on the Board of Directors, and (bb) Reduced Dues-Associate Members shall not have the right to vote, hold office or serve on the Board of Directors, but shall have the right to serve on committees.
(d) Transitional Members: Individuals who fulfill the requirements of Member shall be eligible for Transitional Membership for no more than two (2) years, which status provides for the same privileges and member benefits as a Member except that membership dues shall be at a discounted rate as determined by the Board of Directors. Transitional Membership is intended to provide a membership dues discount to individuals who are in the early or other transitional stages of their careers. For purposes of Section 4.6 below, and any and all other provisions of these Bylaws, except as expressly provided in this subsection, Transitional Members shall be considered to be Members and any reference to Member shall also be deemed to refer to Transitional Members.
(e) Emeritus Members: Any Member of the Society who has been in good standing for the most recent three consecutive years, upon attaining age sixty-five (65), and retirement from active practice or research request that his or her membership status be transitioned to Emeritus Membership by making written application to the Chair of the Membership Committee. Emeritus Member status shall be granted, if approved by the Membership Committee in its sole discretion, by majority vote. Emeritus Members shall have all privileges of Members except that they shall not have the right to vote, hold office, serve on committees, or serve on the Board of Directors. Emeritus Members shall pay no membership dues, but may receive the Society’s Journal at member subscription rates and may register for the annual meeting at member rates.
4.3 Admission to the Society: Candidates for Membership shall submit an application for such membership to the Board of Directors. Any application so submitted shall be considered approved thirty (30) days after submission of same to the Board of Directors unless the Board of Directors by majority vote disapproves such application. Membership determinations are final and non-appealable.
4.4 Suspension/Removal of Members: Members of any class may be suspended or removed from the Society for actions which violate these Bylaws, the Society’s Articles of Incorporation or any other governing document of the Society (including any rules or policies promulgated by the Society), or which are otherwise deleterious to the purposes of the Society, by the Board of Directors by vote of not less than three-fourths (3/4) of the Board of Directors. The Board of Directors may establish from time to time such rules or policies with respect to the ethical conduct of its members, including without limitation, procedures and policies for the discipline, suspension or removal of its members in the event of a breach of any such rules or policies.
4.5 Resignation from Membership: Resignation of a member from the Society shall be submitted in writing to the Secretary.
4.6 Voting Rights: Members in good standing shall be entitled to vote on all matters to be voted on by members of the Society, including, without limitation, electing officers and directors of the Society as provided herein. Any matter to be decided by a vote of the members shall, except as otherwise provided herein or in Chapter 24.03RCW of the Washington Nonprofit Corporation Act (or any successor provision), be decided by majority vote of members present in person or by proxy at a meeting of the members. Associate and Emeritus Members of the Society shall not have voting rights.
4.7 Termination of Membership: Membership in any class shall cease upon (a) death; (b) written notice from a member of termination of his or her membership; (c) failure to fulfill requirements of membership as imposed by these Bylaws, the Articles of Incorporation, any other governing document of the Society or otherwise by the Board of Directors of the Society, including failure to pay membership dues, if any; or (d) suspension or removal by the Board of Directors as provided above.
4.8 Transfer of Membership: Membership in the Society is not transferable or assignable by the member.
4.9 Annual Meeting: An annual meeting of the members shall be held each year. The business portion of such annual meeting shall include the election of at-large members of the Board of Directors and the Advisory Council, Council Chairs, and the officers of the Society (unless such election has previously been conducted for such year by written ballot in accordance with these Bylaws (including Section 4.12 hereof)) and the transaction of such other business as may come before the meeting. The place, date and time of such meeting (and of all component meetings and events thereof) and the agenda of business to be conducted thereat shall be determined by the Board of Directors. Each annual meeting shall include a scientific meeting and a business meeting. The Society shall undertake to hold its annual meetings in different geographical locations within North America so as to ensure geographical balance to the extent feasible.
4.10 Special Meetings: Special meetings of the members may be called by (a) the President; (b) the Board of Directors; or (c) the Secretary of the Society upon written request of not less than forty (40) Members in good standing. Upon delivery to the Secretary of a written request pursuant to (c), above, stating the purpose(s) of the requested meeting, dated and signed by the persons entitled to request such meeting, the Secretary shall give, within fifteen (15) days after such delivery, notice of such meeting to the members of the Society.
4.11 Notice of Meetings: Written notice stating the place (which may be within or without the state of Washington), day and hour of any meeting of members shall be signed by the President or Secretary of the Society and shall be hand delivered or sent by first class United States mail or electronic transmission to each member entitled to vote at such meeting, not less than ten (10) days nor more than fifty (50) days before the date of such meeting. In the case of a special meeting or when otherwise required by statute or by these Bylaws, such notice shall also include the purpose or purposes for which the meeting is called. In the case of a special meeting, no business other than that specified in the notice of such meeting shall be transacted at any such meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Society, with postage thereon prepaid. Any delivery of notice hereunder to members of the Society by electronic transmission shall be subject to Chapter 24.03 RCW Section 24.03.009 (or any successor provision).
4.12 Voting by Ballot: Whenever action is to be taken by the members of the Society, including, without limitation, action consisting of the election of officers, Council Chairs, at-large directors and/or members of the Advisory Council, the vote with respect to such action or election may, in the discretion of the Board of Directors, be taken by means of written ballot without a meeting in the manner prescribed herein. Such written ballot shall include the text of each proposal or resolution to be voted on by the members and, in the case of an election, shall set forth the name of each candidate for each office or other position with respect to which such election is being conducted as well as other information deemed pertinent by the Board of Directors. Such ballot shall be transmitted to each member entitled to vote together with written notice that such action or election is to be undertaken, which notice shall designate an address, location or system to which the ballot may be returned, the deadline for returning such ballot (which deadline shall not be less than twenty (20) days after the date such notice and ballot are transmitted), the number of responses required to meet applicable quorum requirements, the percentage of affirmative votes necessary to approve such action or election, and the means by which such ballot shall be returned for tabulation, which may be by first class United States mail or, subject to Chapter 24.03 RCW Section 24.03.009 (or any successor provision), electronic transmission. The Secretary shall transmit such notice and ballot with respect to such action or election by first class United States mail or electronic transmission, as the Board of Directors may determine in each instance. Members voting by ballot as described herein shall be considered present for all purposes of quorum, voting procedure and affirmative vote percentage requirements in determining the vote on such member action or election, all such requirements to apply with respect to ballot voting as described in this Section.
4.13 Quorum: The presence in person or by proxy of not less than twenty percent (20%) of the members entitled to vote shall constitute a quorum for the transaction of business at any meeting of members. If a quorum is not present at such meeting, a majority of the members present may adjourn the meeting from time to time without further notice.
4.14 Proxies: At any meeting of members, a member entitled to vote may do so by written proxy executed in writing by the member or by his or her duly authorized attorney in fact. Such proxy shall be hand delivered or sent by mail or electronic transmission to the Secretary of the Society. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Dues and Fees
Membership dues shall be assessed on a calendar year basis in amounts set for each class of membership by the Board of Directors in its discretion. Upon payment of the annual dues assessed, an individual shall be a member in good standing for such calendar year, entitled to all membership rights and benefits applicable to such membership class.
6.1 Principal Officers and Qualifications: The officers of the Society shall consist of a President, President-Elect, Vice President, Secretary, and Treasurer. They must be Members in good standing and be permanent residents of the United States, Canada or Mexico. Ministerial and administrative functions of officers may be delegated to executive staff
6.2 The President: The President shall be the principal executive officer of the Society and shall perform all duties incidental to that position. The President shall preside at all meetings of the Society, serve as chairperson of the Board of Directors and be an ex-officio member of all committees except the Nominating Committee. The President shall also perform such other duties as may be prescribed by the Board of Directors from time to time.
6.3 The President-Elect: The President-Elect shall be a member of the Board of Directors and shall perform the duties of the President in the absence or incapacity of the President. The President-Elect shall be an ex-officio member of all other committees, except the Nominating Committee. The President-Elect shall also perform such other duties as may be assigned from time to time by the Board of Directors or the President.
6.4 The Vice President: The Vice President shall be a member of the Board of Directors and shall perform the duties of the President in the absence or incapacity of the President and President-Elect, and will perform such other duties as may be assigned by the Board of Directors or President. The Vice President will serve as an ex-officio member of all committees, except the Nominating Committee.
6.5 The Secretary: The Secretary shall be a member of the Board of Directors and shall be responsible to give notice of and attend all meetings of the Society; to keep minutes and a record of their activities; to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committed; to keep a list of the members of the Society; and to otherwise and perform all other duties that pertain to the office of the Secretary. The Secretary shall also perform such other duties as may be prescribed by the Board of Directors from time to time.
6.6 The Treasurer: The Treasurer shall be a member of the Board of Directors, be in direct charge of the funds of the Society and be responsible for the management of revenues and payment of obligations of the Society. At the annual business meeting of the Board of Directors and the Society, the Treasurer shall present an oral and written report of the receipts and expenditures of the funds of the Society. The Treasurer shall make only such expenditures as are authorized by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
6.7 Succession: In the event of the President’s death, resignation or removal while in office, the President-Elect (the order of succession to the office of President in the event of a vacancy therein thereafter being Vice President, immediate past-President, Secretary and Treasurer) shall hold office as President thereafter for the remainder of such term. In the event of the death, resignation or removal of the President-Elect, Vice President or immediate past-President, such office shall remain vacant for the remainder of such term. In the event of the death, resignation or removal of the Secretary or Treasurer, the Board of Directors shall fill such vacancy on an interim basis as soon as practicable, such person to serve in such capacity until the next regularly scheduled election of officers, at which time an election shall be held for any unexpired portion of the original term of such office. At the end of each term, as set forth in Section 6.8 below, succession from Vice President to President-Elect, and from President-Elect to President, shall be automatic at the close of each annual business meeting of the Society.
6.8 Term of Office: The term for each of the President, President-Elect, and Vice President is one (1) year in each such office except that the President-Elect or Vice President serving an unexpired term of the President on account of a vacancy in such office may serve a full one (1)-year term immediately thereafter. Any past-President shall be eligible for election as Vice President (and for succession to the offices of President-Elect and President as a result of such election) after serving a five (5)-year term on the Advisory Council as more fully described in Section 8.1, below. The Secretary and Treasurer shall serve for terms of three (3) years each, renewable once. The terms of office for all officers begin at the close of the annual business meeting of the Society in the year of election.
6.9 Compensation: Officers shall serve without compensation. The Society may reimburse expenses of officers in attending meetings and conducting other activities on behalf of the Society.
6.10 Removal: Any officer may be removed from office with or without cause by a majority vote of members.
6.11 Executive Management: The President, with the approval of the Board of Directors, shall engage a management company whose functions will include administrative, logistic, membership, fiscal, and meetings management. The specifics of the functions and the fees and expenses incurred will be contractually defined. The initial term of the contract shall be one (1) year, with such renewal provisions as may be mutually agreed upon. The contract will also set forth the basis and process for discontinuation of services. The management company will attend Board and other meetings, with representation determined to be necessary and appropriate by the Board. The management company’s representatives will not have voting powers.
Board of Directors
7.1 Membership: The Board of Directors shall consist of the President, who shall serve as chairperson, the President-Elect, the Vice President, the Secretary, the Treasurer, the Membership Council Chair, the Clinical and Translational Council Chair, the Education and Scientific Council Chair and six (6) at-large directors. The Editor-in-Chief of the Society's Journal and the Chairman of the Advisory Council shall serve as ex-officio non-voting members. Council Chairs shall serve for three (3)-year terms, the terms thereof arranged so that the term of one (1) Council Chair will expire each year. At-large directors shall serve for three (3)-year terms, the terms thereof arranged so that the terms of two (2) at-large directors will expire each year. Vacancies created by the death, resignation or removal of a Council Chair or an at-large director or by the election of a Council Chair or an at-large director as an officer, shall, as soon as practicable, be filled by the Board of Directors by majority vote thereof, the person so elected to serve for the remainder of the unexpired term.
7.2 Functions: The Board of Directors is the administrative and policymaking body of the Society and shall manage the affairs of the Society and perform all such acts as are necessary to fulfill such functions or as are required or permitted by these Bylaws or the Articles of Incorporation. The Board of Directors shall determine questions of policy, receive reports of committees and approve or disapprove their recommendations, and provide advice and approval or disapproval to the President and President-Elect in regard to committee and chairperson appointments. It is empowered to enter into contracts and authorize expenditures necessary for the Society. The Board of Directors will be responsible to implement an appropriate procedure for conducting, reviewing and accepting the annual audit of the Society. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate authority and responsibility to the Executive Committee (as defined in Article 7.11 of these Bylaws).
7.3 The Editor-in-Chief: The Editor-in-Chief shall be responsible for the management and budget, editorial policies, and scientific content of the Society's Journal, including selection of Associate Editors, the Editorial Board, and Managing Editor, all subject to oversight by the Publication Committee and the Board of Directors. The Editor-in-Chief shall be selected by a Search Committee and shall be elected by a majority vote of the Board of Directors. The Editor-in-Chief shall serve one five (5)-year term, which shall be nonrenewable. The Editor-in-Chief may not be nominated nor serve concurrently as an officer of the Society. The Editor-in-Chief will be an ex-officio, non-voting member of the Board of Directors, but may not serve as an officer, Council Chair, or at-large member of the Board of Directors. The President shall fill any interim vacancy of this position for the remainder of the unexpired term.
7.4 The Executive Director: The Board of Directors may appoint an Executive Director from time to time, who shall be an employee of the executive management company described in Section 6.11 of these Bylaws, to perform such executive and/or ministerial duties as may be established from time to time by the Board of Directors. The Executive Director will be bonded if required by the Board of Directors.
7.5 Meetings: The Board of Directors shall meet annually as nearly as practicable to the time and place of the annual meeting of the Society. Special meetings may be called at any time by the President or any five (5) members of the Board of Directors and may take place electronically as provided in these Bylaws. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business. Official actions may be taken between meetings of the Board of Directors by an Executive Committee consisting of the officers of the Society (President, President-Elect, Vice President, Secretary, and Treasurer). In addition, the President may act on behalf of the Board of Directors if said action is within the scope of the President's duties as defined in the Bylaws of the Society, subject to ratification by the Board of Directors, as appropriate.
7.6 Notice of Meetings: Notice of any meeting of the Board of Directors shall be given to each director not less than twenty-four (24) hours before the meeting by first class United States mail, facsimile, or other electronic transmission. Such notice may be waived by any director. Neither the business to be transacted nor the purpose of any annual or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless required by these Bylaws or applicable law. At any meeting attended by all of the directors, any business may be transacted, notwithstanding the lack of due notice of such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and asserts for the record proper grounds for such objection at the beginning of such meeting, or promptly upon his or her arrival. Any delivery of notice to directors by electronic transmission shall be subject to Chapter 24.03 RCW Section 24.03.009 (or its successor provision).
7.7 Quorum: At any meeting of the Board of Directors, a majority of the number of directors then in office and entitled to vote at meetings thereof shall constitute a quorum for the transaction of any business of the Board of Directors, except as may be otherwise provided by these Bylaws, the Society’s Articles of Incorporation or applicable law. If the number of directors necessary to constitute a quorum shall fail to attend at the time and place fixed for any annual or special meeting of the Board of Directors, the directors in attendance may adjourn from time to time without notice or other announcement at the meeting until the requisite number of directors to constitute a quorum shall attend.
7.8 Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by the Society's Articles of Incorporation, these Bylaws or applicable law.
7.9 Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors then in office.
7.10 Meetings by Electronic Means of Communication: To the extent provided in these Bylaws, the Board of Directors, or any committee of the Board, may, in addition to conducting meetings in which each director participates in person, and notwithstanding any place set forth in the notice of the meeting or these Bylaws, conduct any regular or special meeting by means of a conference telephone or similar communications , provided all participating directors may simultaneously hear each other during the meeting. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.
7.11 Executive Committee: The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such Executive Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board.
The Executive Committee shall consist of the following voting members of the Board of Directors: President, President-Elect, Vice President, Secretary and Treasurer.
The President shall call such meetings of the Executive Committee as the business of the Society may require, or a meeting shall be called by the President at the request of two (2) members of the Executive Committee.
7.12 Compensation: Directors shall serve without compensation. The Society may reimburse expenses of directors in attending meetings and conducting other activities on behalf of the Society.
7.13 Removal: The Board of Directors may, in its discretion, remove any director who fails to attend three (3) consecutive meetings. Directors may also be removed for cause by a three-fourths (3/4) vote of the Board of Directors.
8.1 Membership: The Society shall have an Advisory Council, the functions of which are set forth below, consisting of (a) five (5) at-large members who are Members, each of whom are elected by the members of the Society for one term of five (5) years (such term to be nonrenewable), and (b) the five (5) immediately preceding past-Presidents of the Society, each of whom shall serve on the Advisory Council for one term of five (5) years, such term to commence immediately upon the expiration of the past-President's previous term as President. No individual shall be eligible to serve on the Advisory Council during such period as such individual is also serving as a director or officer of the Society. The terms of office of at-large Advisory Council members shall be staggered so that one (1) at-large Advisory Council member stands for election each year. A Chairman of the Advisory Council shall be elected from among the members of the Advisory Council by the Board of Directors for a one (1)-year term, renewable three (3) times. The Chairman of the Advisory Council shall also serve as a non-voting, ex-officio member of the Board of Directors. The Board of Directors shall appoint a Member to fill any vacancy occurring on the Advisory Council by majority vote upon the recommendation of the President. The person filling such interim vacancy shall serve for the unexpired portion of the vacant position.
8.2 Functions: The Advisory Council shall meet annually as nearly as practicable to the time and place of the annual meeting of members of the Society and will deliberate upon and advise the President and the Board of Directors concerning the long range development and policies of the Society and other actions and activities which the Advisory Council determines to be in the best interests of the Society. The Advisory Council shall make recommendations to the Board of Directors regarding the awards of the Society, the establishment of orations, or other actions of a distinguishing nature. The Advisory Council shall also perform such other functions as may be requested from time to time by the President and Board of Directors, and shall report to the Board of Directors as deemed necessary by the President.
Election of Directors
and, Councilors and Officers
9.1 Nominating Committee: Prior to the end of each calendar year, the President shall appoint a Nominating Committee for the next calendar year. The Nominating Committee shall consist of five (5) Members in good standing, including one (1) past-President, one (1) member of the Board of Directors serving the second year of his or her term, and three (3) at-large members . The appointments for each of the positions held by a past-President of the Society and a member of the Board of Directors shall be for a term of two (2) years. The appointments for the three (3) at-large positions shall each be for a term of one (1) year. Members of the Nominating Committee may not serve consecutive terms. The President shall designate a Chairperson for the Nominating Committee from among its members. No individual may serve as Chairperson in consecutive years. Members of the Nominating Committee may not be candidates for election to any office or as a director of the Society.
9.2 **Nominations: At least twelve (12) weeks prior to the annual meeting of the members of the Society, the Nominating Committee shall submit to the Secretary of the Society a slate consisting of at least two (2) candidates for (a) the office of Vice-President; (b) any vacancy in the office of Secretary or Treasurer; (c) each vacancy in an at-large position on the Advisory Council; (d) each vacancy in an at-large director position and (e) any vacancy in a Council Chair position. In the case of multiple open positions for at-large Advisory Council, Council Chair positions, or at-large director positions, the Nominating Committee will select two (2) candidates to run against one another for each open position. In addition to those persons nominated by the Nominating Committee, additional nominees for election to vacant at-large director and officer positions may be added by petition of fifty (50) or more Members in good standing received by the Secretary not less than ten (10) weeks before the annual meeting.
**Be it resolved that Article 9.2 of the Bylaws of the American Society of Gene & Cell Therapy (Society) pertaining slate of candidates shall be amended such that the slate of candidates set forth in 2016 will include each of the three (3) Council Chair positions the terms of which will be staggered so that one term ends in the next three subsequent election cycles. After the close of the May 2017 Annual Meeting of the Society the suspension authorized by this resolution shall cease and Article 9.2 of the bylaws shall regain its force. Any provision of the Bylaws of Corporation that may inadvertently conflict with the provisions of this Resolution shall be resolved in favor of the provisions of this Resolution which shall control and suspend any conflicting provision of the Bylaws during the term of this Resolution.
9.3 Elections: The Board of Directors shall, in its discretion, determine whether the election of officers, Council Chairs, at-large directors and Advisory Council at-large members in any year shall be conducted at the annual meeting for such year in accordance with the provisions of Section 4.9 and the corresponding provisions of Article IV, above, or whether such election shall be conducted by ballot without a meeting in accordance with the provisions of Section 4.12, above. If the Board of Directors elects to conduct such election by ballot without a meeting, the Secretary shall, not less than four (4) weeks before the annual meeting for such year, send a notice of such election which meets the requirements set forth in Section 4.12, above, to each Member of the Society in good standing as of ten (10) weeks before the Annual Meeting. To be counted, mail and/or electronic ballots shall be returned to the Secretary or its designee by no later than the date indicated on the ballot or accompanying notice. Whether such election is conducted at the annual meeting or by ballot without a meeting as described herein, candidates receiving the highest number of votes for Vice-President, Secretary, Treasurer, Advisory Council at-large member, each Council Chair, and each at-large director position, respectively, shall be elected to their respective positions. The results of the election shall be announced at the annual meeting and officers, Council Chairs, at-large directors and Advisory Council at-large members shall take office immediately thereafter.
Councils and Committees
10.1 Committees: The Society shall have such standing committees as the Board of Directors shall deem necessary or appropriate in order to carry out the policies, programs, procedures and other actions of the Society. Such standing committees may include, without limitation, committees for Membership, Programs, Publications, International, Clinical and Regulatory Affairs, Ethics, and Bio-Industry Liaison. The Board of Directors may from time to time, in its discretion, also establish, designate and appoint such other committees to carry out such policies, programs and actions as the Board of Directors may from time to time deem appropriate or helpful to advance the purposes or activities of the Society. The Board of Directors shall from time to time establish the functions, membership and other procedures for all committees; provided, however, that, unless otherwise specified herein or by the Board of Directors, the President-Elect shall, subject to the approval of the Board of Directors, appoint the members of and Chairpersons to serve on standing committees during said President-Elect's term as President.. The President, subject to the approval of the Board of Directors, may fill any vacancy occurring in the membership of any committee during said President's term of office.
10.2 Scientific Committees: The Board of Directors may also establish Scientific Committees, the purpose of which shall be to recommend to the President programs for Symposia to be held at the annual meeting or any other meeting or function of the Society. Scientific Committees may be established directly by the Board of Directors or by petition signed by at least twenty (20) Members of the Society stating the aim of such proposed Scientific Committee, subject to approval by the Board of Directors. The Board of Directors shall be responsible to determine the areas of responsibility, membership, leadership and other procedures and characteristics of each such Scientific Committee. Each such Scientific Committee shall be designated as the “Scientific Committee of the American Society of Gene & Cell Therapy on ______”.
10.3 Ethics: Committee members shall be required to comply with such Code of Ethics and other conflict of interest procedures as may be in effect for the Society from time to time.
10.4 Councils: Certain activities of the Society and its Committees shall be supported by the oversight of elected Councilors (elected as described in Article IX of these bylaws) in the following three (3) areas: Membership, Clinical and Translational, and Educational and Scientific. The Society’s activities and Committees shall be assigned to Council oversight as the Board of Directors shall deem necessary or appropriate.
Amendments to the Bylaws may be initiated by the Board of Directors or by a petition signed by ten (10) or more Members. Any proposed Bylaw amendment shall be given to the Secretary of the Society and the Secretary shall promptly deliver same to the Board of Directors for its consideration. The Board of Directors shall, within ninety (90) days of receipt of same from the Secretary, determine whether to submit same to the members for a vote on approval thereof. If the Board of Directors determines to submit such proposed Bylaw amendment to the members for a vote on approval thereof, such proposed Bylaw amendment shall be promptly submitted by the Secretary to the Members in good standing for such vote according to the same procedures as those applicable to action by members of the Society; provided, however, that the affirmative votes of not less than two-thirds (2/3) of a quorum of members shall be required to approve such proposed Bylaw amendment. The Secretary shall promptly transmit the results of such vote to the members of the Society.
Indemnification, Nonliability and Insurance Provisions
12.1 Nonliability of Directors: The directors shall not be personally liable as such for the debts, liabilities, or other obligations of the Corporation.
12.2 Indemnification by Corporation: The Society shall, to the fullest extent authorized or allowed by Chapter 24.03RCW of the Washington Nonprofit Corporation Act and the Society's Articles of Incorporation, indemnify any director, officer, employee or agent of the Society and their respective heirs and personal representatives, against any and all liability, judgments, fines and amounts paid in settlement actually and reasonably incurred by any of them in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, or in connection with any appeal therein, or otherwise, and against all expenses (including attorneys’ fees and other experts’ fees and disbursements) actually and reasonably incurred by any of them in connection with the defense or settlement of any action or suit by or in the right of the Society or in connection with any appeal or otherwise; and no provision of these Bylaws shall be construed as limiting, denying, prohibiting, or abrogating any of the general or specific powers or rights conferred under Chapter 24.03RCW of the Washington Nonprofit Corporation Act upon the Society to furnish, or upon any court to award, such indemnification, or indemnification as otherwise authorized pursuant to Chapter 24.03RCW of the Washington Nonprofit Corporation Act or any other law now or hereafter in effect except as may be expressly set forth in the Society's Articles of Incorporation. Nothing herein shall be deemed to exclude any other rights to which the director, officer, employee or agent may otherwise be entitled.
12.3 Insurance for Corporate agents: Except as may be otherwise provided under Chapter 24.03RCW of the Washington Nonprofit Corporation Act or other applicable law, the Board of Directors may authorize the purchase and maintenance of insurance on behalf of any director, officer, employee or other agent of the Society against liabilities asserted against or incurred by such person in such capacity or arising out of the person's status as such, whether or not the Society would have the power to indemnify the person against such liability under the Articles of Incorporation, these Bylaws or any provision of applicable law.
Distribution on Dissolution
Upon dissolution of the Society for any reason, the Board of Directors shall, after paying or making provisions for the payment of the Society’s debts and liabilities, if any, distribute all of the Society’s assets exclusively for the purposes of the Society in such manner as the Board of Directors shall determine, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. This Article may not be amended by the Society’s members or Board of Directors, except as may be necessary to conform to applicable law.
14.1 Society Trademarks: No member may use the Society’s name or trademarks for personal, commercial purposes or funding purposes without prior approval of the Board of Directors of the Society.
14.2 No Seal: The Society shall have no seal.
14.3 Definitions: All references in these Bylaws to sections of the "Code" shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, and to the corresponding provisions subsequently enacted.
14.4 Fiscal Year: The fiscal year of the Society shall commence on the first day of January each year and end with the following last day of December.
14.5 Checks, Drafts, etc.: All checks, drafts and orders for payment of money shall be signed in the name of the Society and shall be signed and countersigned by such officer or officers, or other duly authorized employees or agents of the Society, as the Board of Directors shall from time to time designate for this purpose.
14.6 Contracts: When the execution of any contract or other instrument has been authorized without specification of the executing officers, the President, together with the Secretary, may execute the same in the name and on behalf of the Society.
14.7 Headings: The headings in these Bylaws are intended for convenience only and should not affect the meaning or interpretation hereof.
14.8 Interpretation: In interpreting these Bylaws, whenever the context so requires, (a) the singular shall include the plural and the plural shall include the singular, and (b) any gender shall include all genders.