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ARTICLE I
ORGANIZATION
SECTION 1. The name of this organization shall be Clinical Cytometry Society.
SECTION 2. The organization may, at its pleasure by a vote of two-thirds (2/3) of the membership body, change its name.
ARTICLE II
PURPOSES
SECTION 1. The Clinical Cytometry Society is a professional organization whose primary objectives and purposes shall be:
1.To foster the development and implementation of clinical applications of cytometry in the diagnosis and management of human pathologic conditions;
2.To stimulate and promote research in new applications of cytometry and allied disciplines;
3.To promote professional advancement in all aspects of clinical cytometry and to foster education and the exchange of information among persons engaged in clinical cytometry by means of an annual national meeting and of a variety of educational activities;
4.To issue publications in the field of clinical cytometry and its applications;
5.To interact with agencies, both private and governmental, which regulate, oversee, monitor and control the practice of clinical cytometry, in the interest and for the benefit of clinical cytometry, and the patients it serves.
ARTICLE III
MEMBERS
SECTION 1. ELIGIBILITY
Any individual interested in the objectives of the Society will be considered for membership. There will be no restriction because of place of birth, nationality, residence, sex, race, creed, age or condition of handicap.
SECTION 2. REGULAR MEMBERS
Any individual who has been engaged in Clinical Cytometry for at least one year may apply for regular membership.
SECTION 2.2 TRAINEE MEMBERS
Any individual who is enrolled in a training program relevant to Clinical Cytometry may be considered for trainee membership. No person may remain in this category for more than six years.
SECTION 2.3 EMERITUS MEMBERS
Any member in good standing who has retired may apply for emeritus membership. A letter requesting emeritus status should be submitted to the Membership Committee. An Emeritus Member does not pay membership dues and receives the Society Journal at a member rate.
SECTION 2.4 CORPORATE MEMBERS
Any corporation engaged in the manufacture or development of instruments or reagents for cytometry, or in research concerning cytometry or allied disciplines may be considered for corporate membership.
SECTION 3. PROCEDURES FOR MEMBERSHIP
SECTION 3.1 PROCEDURE FOR REGULAR MEMBERSHIP
Prospective members shall complete an application form provided by the Society. The Membership Committee shall review the applications for eligibility on the basis of criteria approved by the Council. A list of individuals who have applied for membership and are deemed to have fulfilled the requirements by the Membership Committee shall be made available to the membership at the Business Meeting held during the Annual Meeting. At this time the membership shall elect new members by simple majority vote of those present at the meeting.
SECTION 3.2 PROCEDURE FOR TRAINEE MEMBERSHIP
In addition to the procedure described for regular membership, trainees shall include with their application, a letter from the Program Director indicating the nature of the training program and the estimated year of completion.
SECTION 3.3 PROCEDURE FOR OTHER MEMBERSHIP CATEGORIES
Other membership categories can be activated upon approval of two-thirds majority of the Council.
SECTION 3.4 PROCEDURES FOR CORPORATE MEMBERSHIP
Corporations desiring membership shall submit a letter to the Society stating their intent to support the Society and remit appropriate dues. Corporate membership is approved directly by Council.
SECTION 4. VOTING
Regular members shall be voting members. All others shall have the privilege of attending Business Meetings of the Society but shall not vote.
SECTION 5. DUES
The annual dues payable to the Society by members shall be in such amount as determined by majority vote of the Council. They shall include a subscription to the journal of the Society.
SECTION 6. TERMINATION OF MEMBERSHIP
Failure to promptly pay dues where applicable shall terminate membership. The Council may reinstate a member if an acceptable explanation is submitted and all indebtedness may be waived by unanimous vote of the Council if circumstances justify such action.
ARTICLE IV.
MEMBERS OF THE COUNCIL
SECTION I. NUMBER
The Society shall be governed by a Council. The Council shall consist of the President, Vice-President, Past President, Secretary-Treasurer, Senior Councilor, and four Councilors. The editor-in-chief (s) of the Society Journal shall be ex officio member(s) of the Council.
SECTION 2. DUTIES
It shall be the duties of the members of Council to perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Society, or by these Bylaws. The officers of the Society shall have the duties usually associated with their offices.
SECTION 3. TERMS OF OFFICE
Each officer and councilor shall serve for a term of two years, except for the Secretary/Treasurer who shall serve for a renewable term of four years. The terms of office shall begin at the conclusion of the Business Meeting following the election. The succession of office for the members of the Council shall be as follows: at the end of the second year of each term of office, the Immediate Past President shall rotate off Council, the President shall become the Immediate Past President, the Vice President shall become President, and the Senior Councilor shall become Vice President. The Vice President shall become President either upon resignation or inability of the President to serve.
SECTION 4. ELECTION
Election by the Society membership for Council shall occur once a year for two Councilors, every two years for one Senior Councilor, and once every four years for the Secretary/Treasurer. Election shall be by mail ballot of the voting membership. The date of the election shall be set by the Council. All ballots will be mailed to the membership at least four weeks before the next Business Meeting. A plurality of votes shall be sufficient for election.
SECTION 5. VACANCIES
The Vice President shall substitute for the President when necessary. If both the President and Vice President are unable to serve, the Senior Councilor shall assume the duties of the President. In the event the Secretary/Treasurer resigns or is unable to serve, the Council by simple majority shall appoint an interim Secretary Treasurer to serve the remaining term of office. Should a vacancy occur in the office of Councilor, the Council by a majority vote shall appoint a member to serve the remaining term of office.
ARTICLE V.
COMMITTEES
SECTION 1. MEMBERSHIP COMMITTEE
The purpose of this committee shall be to recruit new members. The Membership Committee shall consist of three appointed members, each of whom shall serve terms of three years, one being appointed each year by the President with approval of the Council and shall be chaired by the member with the longest service. The duties of the Membership Committee are outlined in Article II, Section 3.
SECTION 2. NOMINATING COMMITTEE
The purpose of this committee shall be to select a slate of candidates for the elective positions in the Council and to present this slate to the Secretary. This Committee shall consist of at least three members appointed by the President with Council approval. Each member shall serve three years, one being appointed each year. The person with the longest service on the Committee shall serve as the Chair. Committee members may not be from the same institution. The Nominating Committee having ascertained that each nominee is willing to serve, if elected, shall transmit a list of two nominees for each position available to the Secretary at least two months before the election. For a voting member of the Society to be eligible for nomination to office, the member must have been an active regular member of the Society for a minimum of two years. The Secretary shall send to each voting member of the Society, at least four weeks before the election, a ballot containing the list of all such nominees.
SECTION 3. PROGRAM COMMITTEE
The purpose of this Committee shall be to prepare the scientific program for the Annual Meeting and to review and assign to appropriate sessions the abstract submitted for the Annual Meeting.
The Committee shall be composed of a Chair and a minimum of three members, all of whom shall be appointed by the President with the approval of the Council for a term of one year.
The Program Committee shall submit a report for Council approval annually, as designated by the Council, to include scientific format for present and future conferences, a program report for each concluding meeting or activity and any other information that the Committee may deem to be pertinent or which may be required by the Council.
SECTION 4. PUBLIC AFFAIRS COMMITTEE
The purpose of this committee shall be to interact with regulatory agencies in promoting equitable regulations to the benefit of the discipline.
The committee shall be composed of a chair and a minimum of five members all of whom shall be appointed by the President with the approval of Council for a term of four years.
The public affairs committee shall submit a yearly report to Council outlining past and future actions. All formal actions to be undertaken shall be approved by council prior to implementation.
This Committee will strive to coordinate its activities with other organizations who share a common purpose.
SECTION 5. OTHER COMMITTEES AND REPRESENTATIVE
The President may appoint, subject to Council approval, such standing or special committees or representatives as it may be deemed necessary, with such membership, duration, functions and authority as may be delegated to it.
SECTION 6. COMMITTEE PROCEDURES
Except as otherwise provided in the Bylaws, a majority of a committee shall constitute a quorum thereof. The acts of the majority of those present at a meeting, at which a quorum is present, shall be the acts of the committee. Each committee shall present reports at such times as the Council may require.
ARTICLE VI.
MEETING AND QUORUM
SECTION 1. ANNUAL BUSINESS MEETING
The regular Annual Business Meeting of the Society shall be held at such times and place as the Council shall determine. Regular meetings shall be open to all members of the Society.
SECTION 2. COUNCIL MEETINGS
The Council shall meet at least twice a year, once at the time of the Annual Business Meeting, and the other at a time and place decided by the majority vote of the Council members attending the Annual Meeting or by teleconference.
SECTION 3. SPECIAL MEETINGS
Special meetings of the members of the Society may be called at any time and place by the President, or, in the case of the absence or disability of the President, by the Vice President. It must be called at the request of the majority of the Council or ten percent of the members of the Society. A notice specifying the purpose of such meetings shall be mailed by the Secretary to each member at least ten days prior to the meeting.
SECTION 4. QUORUM
For a meeting of the Council, a quorum shall consist of a majority of the Councilors. Any number of members present at the Annual Meeting shall constitute a quorum. Six percent of the total voting membership shall constitute a quorum of the Society for special meetings.
ARTICLE VII.
FINANCIAL
SECTION 1. FISCAL YEAR
The fiscal year shall be from January 1 through December 31.
SECTION 2. MEMBERSHIP FEES
Annual dues are due upon receipt of invoice. Dues for regular and trainee members shall be established by majority vote of the Council and changes made periodically as may be necessary. They shall include a subscription to the Journal.
SECTION 3. BUDGET
An annual budget shall be prepared by the Treasurer and presented to the Executive Committee for discussion, then approved by the Council prior to the beginning of the fiscal year. The Treasurer shall arrange to have the funds of the Society audited on an annual basis. The Treasurer shall prepare a financial report based on the audit which shall be available at the Annual Business Meeting of the membership. Failure to provide a timely budget or arrange appropriate auditing of the finances of the Society shall be ground for dismissal of the Secretary/Treasurer.
SECTION 4. DIVESTITURE
It is intended that the existence of the Society shall be perpetual. However should the Society be terminated for any reason, the residual funds of the Society shall be assigned to one or more not-for-profit organizations engaged in scientific activities similar to those of the Society.
ARTICLE VIII.
PUBLICATIONS
The Clinical Cytometry Society is empowered to publish proceedings , manuals , newsletters or other publications, or to enter into agreements with others to publish, as may be authorized by a majority of the Council.
ARTICLE IX.
BYLAWS
Amendments or changes to the Bylaws may be submitted by at least five members in writing to the President. The President shall then appoint a committee comprised of at least three members of the Society which shall review the bylaws and propose revisions if necessary. This committee shall communicate its recommendations to the President for approval by simple majority of the Council. The Council shall then advise the Secretary to submit recommendations of the committee to the membership for approval with the annual ballot. A change in the Bylaws shall require a two-thirds majority of the votes cast by the members in a mail vote in which at least fifty percent of active membership shall have participated.
Alternatively, a proposed change may be submitted directly to the Council by petition of ten percent of the active voting members. The Council is required to arrange for a vote by the members as described above. At least thirty days before the voting, the proposed amendment shall be sent by the Secretary to each member of the Society. The President shall send a statement of supporting and opposing views with the proposed amendment. Adoption of the amendment shall require a two-thirds majority of the votes cast in a election in which at least fifty percent of active membership shall have participated.
ARTICLE X.
INDEMNIFICATION
SECTION 1. DEFINITION
As used in this Article X any word or words that are defined in appropriate statutes of the State of Colorado amended from time to time, (the "Indemnification Section"), shall have the same meaning as provided in the Indemnification Section.
SECTION 2. INDEMNIFICATION OF COUNCILORS AND OFFICERS
The Society shall indemnify and advance expenses to a Councilor or Officer of the Society in connection with proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.
SECTION 3. INDEMNIFICATION OF EMPLOYEES AND AGENTS
With respect to an employee or agent, other than a Councilor or Officer of the Society, the Society may, as determined by the Council of the Society indemnify and advance expenses to such employee or agent in connection with a proceeding to the fullest extent permitted and in accordance with the Indemnification Section.
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