Bylaws

  1. MEMBERSHIP ELIGIBILITY AND CLASSES

    1. Regular

      1. Any person interested in the mission of the SOCIETY may become a Regular Member upon application and payment of annual dues.
      2. Regular Members receive one journal, the In Vitro Report, the right to submit two reports for presentation at the Annual Meeting, reduced rates for using the Placement Service, and other benefits as determined by the Board of Directors.

    2. Emeritus Members

      Any Regular Member, in good standing for at least 10 consecutive years immediately preceding retirement, and who has made written application to the Business Office, shall be eligible for Emeritus status and so named by ratification of the Board of Directors.

    3. Life Members

      1. A Regular Member in good standing shall become a Life Member upon payment of 10 years’ Regular Membership dues in advance.
      2. Life Members receive the same rights and benefits as Regular Members.

    4. Student Members

      1. Any regularly matriculating, full time, undergraduate, or graduate student shall be eligible for Student Member status. Annual proof of student status is required. Such proof shall be a letter either by the student’s advisor or the Chair of the student’s major department.
      2. Student Members receive the In Vitro Report, one of the SOCIETY’s journals, and a reduction in Annual Meeting registration fees, in addition to the reduced membership fee as determined by the Board of Directors.
      3. Student Members may not hold office or vote but may serve on relevant committees.

    5. Honorary Members

      Any eminent investigator who has made significant contributions to in vitro biology may be nominated to become an Honorary Member of the SOCIETY. Nominations are made to, and must be ratified by, the Board of Directors. Nominees’ names are submitted to the Membership on a ballot. A nominee is elected to Honorary status if approved by a majority of Members voting. There may be no more than five Honorary nominees voted upon by the Membership in any given year.

    6. Sustaining Members

      1. Any person, commercial company, or organization interested in supporting the mission of the SOCIETY upon application and payment of Sustaining Member dues may be a Sustaining Member of the SOCIETY.
      2. Each Sustaining Member shall be entitled to designate an individual to serve as Regular Member, with all the rights and privileges of a Regular Member.
      3. If a Sustaining Member pays for 10 or more Regular Memberships for their employees, they can request a special fee reduction for each Member equivalent to the cost of one SOCIETY journal. However, these Regular Memberships shall not receive personal copies of the SOCIETY journals.

    7. Revocation of Membership

      1. Membership in the SOCIETY will be revoked for non payment of dues in arrears for two consecutive years. Reinstatement requires re-application and payment of dues for the current year.
      2. Membership in the SOCIETY may be revoked for cause if a Member brings disrepute to the SOCIETY, or has engaged in misconduct prejudicial to the interest of the SOCIETY. Misconduct includes serious failures to comply with the Code of Ethics. The Board of Directors shall have authority to revoke membership following accepted standards of due process to protect the individual. This process requires that the accused member shall have received at least thirty days written notice of the charges and time and place of a hearing by the Board of Directors and be given an appropriate opportunity to be heard. Following the hearing, a two thirds vote of the entire Board of Directors is required to revoke membership.

    8. Resignation

      A Member in good standing may resign his/her membership with notification to the Secretary of the SOCIETY.

  2. FINANCES

    1. General

      The financial and business affairs of the SOCIETY shall be conducted on an annual basis or during such other periods as may be determined by the Board of Directors. All dues for membership are due on the first day of January, and all Members who shall have paid their dues in the current year will be considered Members in good standing and will receive all the rights and benefits of membership in the SOCIETY.

    2. Annual Budget

      1. Each activity (Committee, Publications, Business Office, etc.) shall submit a proposed budget for its activity to the Treasurer according to the procedure and time limit defined by the Board of Directors.
      2. The Annual Budget of the SOCIETY, prepared by the Treasurer after advice from the Finance Committee and then in consultation with the Business Office, shall be submitted to the Board of Directors for their approval

    3. Financial Responsibility

      1. No Member of the SOCIETY may authorize, commit, or otherwise financially obligate the SOCIETY except as authorized by the Board of Directors.
      2. The Treasurer of the SOCIETY shall have the care and custody of all funds, securities, books of account, and financial records of the SOCIETY, and he/she shall cause all funds of the SOCIETY to be deposited with such depositories as the Board of Directors from time to time may determine. He/she shall have power to endorse for deposit to the credit of the SOCIETY or for the collection of all notes, checks, drafts, and other commercial paper payable to it. He/she shall be responsible for keeping accurate books of the accounts relating to the funds and financial affairs of the SOCIETY, and shall render an accurate account of such funds and affairs whenever so required by the Board of Directors.
      3. The Treasurer may delegate one or more of the functions outlined in (2) above to the SOCIETY’s Business Office or to such other persons as he/she may designate; however, responsibility lies solely with the Treasurer.
      4. The financial records shall receive an appropriate financial review or be audited annually by a registered accounting firm. Each year the Finance Committee will recommend to the Board of Directors which type of review of the financial records is required.
      5. The Treasurer Chairs the Finance Committee and uses this Committee in an advisory capacity.

    4. Dues and Subscriptions

      1. Dues

        1. Annual dues in the SOCIETY shall be fixed by the Board of Directors in accordance with the needs of the SOCIETY.

        2. Any person in arrears for dues on the first day of January of the current year shall be placed on the inactive list. Such a Member may be reinstated upon payment of dues within the current year. If he/she does not do so by the last day of December of the following year, he/she shall cease to be a Member of the SOCIETY. He/she may be reinstated as indicated in these Bylaws (Section 1, G, 1).

        3. The Secretary shall send a notice of the delinquency to all persons in arrears by the first day of April of the current year.

        4. Members who are in arrears shall not receive their chosen journal and upon payment of dues, after the first day of April, shall receive only subsequent issues of the journal published during the current year. Issues missed because of delinquency may be purchased by the Member at the Membership rate as determined by the Business Office.

        5. All new Members of the SOCIETY, upon payment of their dues for the first year, shall receive all issues of the Journal published during the current year.

  3. GOVERNANCE OF THE SOCIETY

    1. Officers

      The Officers of the SOCIETY shall be a President, a Past President, a President-Elect, a Vice President, a Secretary, and a Treasurer. Each Officer shall be elected for a term of two years. The President shall not be eligible to succeed himself/herself. The Officers of the SOCIETY and their basic duties are as defined in the Constitution, Article IV, A and B. Other duties may be assigned by the Board of Directors.

    2. Board of Directors

      1. The governing body of the SOCIETY is the Board of Directors.
      2. The permanent membership of the Board of Directors is as described in the Constitution (Article V, A, 2). These include the officers of the SOCIETY, elected Chairs of certain Standing Committees, and Members-at-Large.
      3. Members-at-Large, who serve a four year term of office, shall begin their terms at the same time as the Officers (Constitution, Article IV, C). Chairs of Standing Committees, who serve on the Board of Directors, are listed in the Constitution (Article V, A, 2). The Chairs of Standing Committees shall begin their terms at the same time as the Officers (Constitution, Article IV, C) and serve a two year term of office.
      4. If the President is absent, the President-Elect shall preside. If both are absent, the Vice President shall preside.
      5. The terms of office shall commence at the Board Meeting which occurs the day prior to the Annual Meeting or if no Annual Meeting occurs in that year then at the Board Meeting scheduled for June of that year. The terms of office shall continue for two years or until a successor shall have been duly chosen.
      6. The Board of Directors shall be the legal representative of the SOCIETY and shall meet at least three times each year. A majority of the Board constitutes a quorum for the transaction of business except in the case of amending the Bylaws (see Constitution, Article XI,G). Each member of the Board of Directors shall be notified in writing by the President at least 14 days prior to the meeting stating time, place, and agenda. The Board of Directors shall have, hold, and administer all the property, funds, and affairs of the SOCIETY in trust for its uses, in conformity with the Constitution and Bylaws, and with the Act of Incorporation of the SOCIETY under the Statutes of the State of Maryland.
      7. The Chairs of ad hoc Committees, Branches, and such other Members of the SOCIETY as the Board of Directors may invite from time to time to their meetings, shall have the privileges of the floor but not the right to make or second a motion or to vote.
      8. The Board of Directors shall have the power to hold hearings that may lead to revocation of office of any elected official of the SOCIETY (Officer of the SOCIETY, Member-at-Large, or Chair of a Standing Committee) following accepted standards of due process to protect the individual.
        Written and signed charges may be brought by any member of the Board of Directors on his/her own initiative or after receiving a written petition citing serious failures to comply with the SOCIETY’s Code of Ethics, and signed by ten members in good standing of the SOCIETY. This process requires that the accused elected official shall have received at least thirty days written notice of the charges and time and place of a hearing by the Board of Directors and be given an appropriate opportunity to be heard. Following the hearing, a two thirds vote of the entire Board of Directors is required to dismiss the elected official from office and begin the process of replacing that official (see Bylaws 4, F). The Board of Directors also has the power to conclude (by two-thirds vote) that the offenses are serious enough to result in revocation of membership (see Bylaws 1, G).

    3. Committees

      1. There shall be Standing Committees of the SOCIETY charged to assist the Board of Directors in the management of the SOCIETY. The Standing Committees shall be the Nominating Committee, Membership Committee, Program Committee, Publications Committee, Education Committee, Constitution and Bylaws Committee, Public Policy Committee, Finance Committee, Development Committee, Awards Committee, Laboratory Materials and Bio-safety Committee, and Long Range Planning Committee.

        The Chairs of all Standing Committees, with the exception of the Program Committee, the Laboratory Materials and Bio-safety Committee and those committees which are chaired by Officers, are elected to two year terms of office by a majority of the Regular and Emeritus Members voting. The terms of office shall commence at the same time as the terms of office for Officers of the Board (Bylaws, Section 3,B,5). Committee composition is developed by the SOCIETY President, in conjunction with the Committee Chair on behalf of the Board of Directors, except where Committee composition is specified elsewhere in these Bylaws and/or the SOCIETY’s Constitution.

        1. The Nominating Committee shall be composed of the immediate Past President who will serve as Chair, the chairs of the Sections, and, if desired, two additional at large members appointed by the Chair. The Nominating Committee shall make two or more nominations for each office, after announcing, in the SOCIETY’s Newsletter, a call for applications to become a nominee for one of the elected positions. In this application, respondents are requested to supply a brief career resume, including a list of any previous service to the SOCIETY, and a statement of the applicant’s platform. From this panel of applicants, plus any additional individuals requested to apply by the Nominating Committee, the Nominating Committee makes its selections of at least two nominees for each position and secures written willingness of the prospective applicants to serve as nominees, for President-Elect, Vice President, Secretary, and Treasurer, Chairs of all elected Standing Committees, as well as for the two Member-at-Large positions up for election in that year (for four year terms). In alternating elections the nominees for President-Elect will be 1) members of the Plant Biotechnology Section or 2) members of the In Vitro Animal Cell Sciences Section. The Nominating Committee must submit the final slate of nominees for all positions to the Board of Directors at or before the fall meeting of the Board occurring in the year of an election. The Board must ratify the slate of nominees no later than at the fall meeting. If the Nominating Committee fails to present a full and balanced slate of candidates by the fall Board of Directors meeting, the President, at his or her discretion, can select an ad hoc committee to finalize the slate. The ad hoc committee must submit the final full and balanced slate to the Board within twenty (20) days of receiving commissioning.

        2. The Program Committee: The Chairs of the Committees for the next two Annual Scientific Programs are appointed by the Board of Directors. One serves as Chair of the first Annual Scientific Program while the second serves as Vice-Chair. Every subsequent year, a new Vice-Chair is appointed and, simultaneously, the Chair for the previous Program is rotated off the Committee after the Annual Scientific Meeting and the former Vice-Chair rotates into the position of Program Committee Chair. The newly appointed Vice-Chair takes office at the beginning of the Annual Meeting prior to which he/she will function as Vice-Chair. The Committee shall consist of a Chair and Vice-Chair, one representative from each Section of the SOCIETY, and three or more other Members. Subject to instructions from the Board of Directors, the Program Committee shall maintain general supervision of the scientific programs presented at the Annual Meeting of the SOCIETY.

        3. The Publications Committee shall consist of an elected Chair plus the Treasurer, the Editors-in-Chief of all SOCIETY journals, and other publications, one Associate Editor of each journal, one Member-at-Large from the Board of Directors, and one or more Regular Members. This committee is responsible for journal management, including electronic publications and coordination with the SOCIETY’s Business Office.

        4. The Membership Committee chaired by a member (Regular, Emeritus or Life) appointed by the President and approved by the Board, has the responsibility for recommending programs, the intent of which will be to increase the satisfaction and the size of the SOCIETY’s membership.

        5. The Education Committee shall consist of an elected Chair plus appointed members. It is charged with furthering the educational goals and activities of the SOCIETY.

        6. The Constitution and Bylaws Committee shall consist of an elected Chair plus appointed members. Its responsibility is to periodically review the Constitution and Bylaws of the SOCIETY and recommend changes as necessary to the Board of Directors for SOCIETY action.
          The Chair of the Constitution and Bylaws Committee with the consent of the Board of Directors shall be authorized to consult an attorney to secure information and advice regarding legal requirements of the SOCIETY providing that the cost incurred is within the Committee’s budget.

        7. The Long Range Planning Committee is chaired by the President-Elect with committee members appointed by the President during his/her first month in office.

        8. The Public Policy Committee shall consist of an elected Chair plus appointed members. This Committee shall recommend to the Board of Directors actions designed to assist the general public to obtain a better understanding of In Vitro Biology and its research process and progress. When appropriate, the Committee will prepare officers of SIVB prior to their meeting with Members of Congress and other governmental officials for the purpose of giving advice on funding priorities and other matters relevant to In Vitro Biology.

        9. The Laboratory Materials and Bio-safety Committee shall consist of a Chair appointed by the President plus appointed members. This Committee is charged with providing a mechanism to promote laboratory standards and bio safety in in vitro biology and biotechnology in facilities in academe, government and private industry. To accomplish these goals, the Committee shall provide a forum for publicizing bio-safety information via sponsorship of Roundtables at SIVB annual meeting and/or other venues; keep SIVB Board of Directors apprized of changes in Federal and state government regulations; and develop recommendations in this area for consideration by the Board of Directors. The committee shall include members from academe, government and private industry.

        10. The Awards Committee shall consist of an elected Chair plus additional committee members, appointed by the Chair so that the Committee, as a whole, is broadly representative of the various Sections of the SOCIETY. The Committee shall recommend to the Board of Directors nominations for all of the SOCIETY’s awards. After ratification by the Board of Directors, awards shall be announced in the SOCIETY’s Newsletter and, when appropriate, awards presented during the SOCIETY’s Annual Meeting.

        11. The Development Committee is chaired by the SOCIETY’s Vice President. The sole mission of this committee is to assist the Vice President in performing his/her fund raising duties.

        12. The Finance Committee, chaired by the Treasurer, functions as advisory to the Treasurer.

      2. The President shall appoint ad hoc committees as may be necessary to aid in the management of the SOCIETY. All committee appointments shall be made for a term coincident with that of the President unless otherwise provided in the Constitution or Bylaws.

      3. The Chairs of all Standing and ad hoc Committees of the SOCIETY shall report, in writing, to the Board of Directors at least 75 days prior to the time of the Annual Meeting. The Committee Reports shall be submitted to the Board of Directors liaison for that Committee.

  4. NOMINATIONS AND ELECTIONS

    1. A final slate of candidates is developed by the Nominating Committee [see Bylaws 3, C, a]. Additional nominations for office may be made to the Secretary, by petition, over the signatures of at least 10 Regular Members in good standing. These petitions must be received by the Secretary on or before the next succeeding first day of October. Information on Section formation is on file in the SOCIETY’s Business Office.
    2. The Secretary shall send to all Regular and Emeritus Members of the SOCIETY, no later than the fifth day of November, a final ballot bearing all nominations for office (whether made by the Nominating Committee or by petition), including biographical sketches. The ballot shall also include nominations, if any, directed by the Board of Directors for Honorary Membership, and any proposed changes to the Constitution and/or of the SOCIETY.
    3. Each member shall transmit his/her ballot in a manner to properly maintain secrecy to the Secretary. In order to be counted, a ballot must be received by the Secretary on or before the next succeeding fifth day of January of the year of the assumption of office.
    4. The Secretary shall verify the eligibility of all members voting, and deliver all valid sealed ballots to the tellers. The tellers should count the ballots and report to the Secretary who shall notify the nominees and the Board of Directors of the results and shall announce the results in the SOCIETY’s newsletter.
    5. The candidates who receive the highest number of votes in each contested office, shall be declared elected. In case of a tie vote, majority of the Board of Directors shall decide between the candidates who are tied. A candidate for Honorary Membership shall be declared elected if affirmed by four fifths of the votes cast.
    6. If a member is elected to a Society office and is also elected as Chair of a Section, and if the member does not feel it is feasible to fulfill both roles simultaneously, the Section will determine a replacement to fill the position of Chair by appointing the runner-up candidate for Section Chair from the preceding election. Neither the President or President-Elect of the Society shall simultaneously serve in the capacity of Chair of a Section.
    7. If the Office of the President becomes vacant between elections, the President-Elect shall fill the vacancy.
    8. Vacancies occurring between elections in any office or among Members-at-Large shall be filled by appointment by a majority of the Board of Directors voting.

  5. SECTIONS OF THE SOCIETY

    1. Sections of the SOCIETY may be chartered by the Board of Directors in response to a request to that effect signed by 10 Regular Members of the SOCIETY in good standing. Sections of the SOCIETY shall consist of members with a particular focused special field of interest in in vitro biology.

      1. Regular Members in good standing of the SOCIETY can be members of more than one Section.

    2. Each Section shall elect its own officers and their representative to the Board of Directors and shall establish rules for its governance that are not inconsistent with the Constitution and Bylaws of the SOCIETY. The Bylaws of each Section shall be subject to approval by the Board of Directors.
    3. A Chair, Vice Chair(s), and Secretary of each Section shall be elected every two years. Such Officers shall take office at the beginning of the Annual Meeting following the election. They shall hold office for two years, or until their successors shall have been duly chosen. All elections to office and changes in office shall be certified by the Secretary of the Section to the Secretary of the SOCIETY.
    4. The Chair of each Section shall appoint a representative to be a member of the Program Committee as provided by Bylaws, 3, D, 1.b.
    5. Each Section of the SOCIETY shall submit an annual report to the Board of Directors of the SOCIETY. The report shall include a status of membership; a financial report; a report of elections, if any, held during the year; and a summary of the activities of the Section.
    6. Any Section failing to maintain, for two consecutive years, a minimum of 25 members of the SOCIETY in good standing, shall be considered dissolved.

  6. MEETINGS

    1. Annual Business Meeting

      1. Once each year there shall be a general meeting of the SOCIETY for the transaction of business. This meeting shall be known as the Annual Business Meeting. Special meetings may be called at the discretion of the Board of Directors. In the event of very grave emergency, the Board of Directors may suspend such an annual meeting and the SOCIETY will transact the necessary business by mail or electronically.

        1. The Board of Directors, with the advice of the Business Office, will select the time and place of each Annual Business Meeting, which will be approved by the Board of Directors prior to being fixed. Notice of the same shall be sent by the Secretary to each Member of the SOCIETY at least six months prior to the date of said meeting.

        2. At the Annual Business Meeting of the SOCIETY, the Order of Business shall be determined by the Board of Directors.

        3. At any Annual Business Meeting of the SOCIETY, five percent of the voting Membership, or one hundred, whichever is smaller, Regular Members present shall constitute a quorum for the consideration of business.

    2. Scientific Meeting

      1. A scientific program will be held as dictated by the Board of Directors but typically annually at the same time and place as the Annual Business Meeting. Subject to instructions from the Board of Directors, the Program Committee shall maintain general supervision of the scientific program of the Meeting.
      2. The time and place of the Meeting shall be decided upon by the Board of Directors. The program of the scientific portion of the meeting shall be arranged by, and be subject to, the approval of the Program Committee.
      3. Concomitant with the designation of the city in which a Scientific Meeting will be held, the President, with the advice and consent of the Board of Directors, may appoint a Chair of a Local Committee. A Local Committee Chair can function as liaison with the Program Committee and the Business Office.
      4. The accepted abstracts for the Meeting shall be printed in one of the SOCIETY’s journals.
      5. Members of the SOCIETY are eligible to submit two abstracts of papers to be presented from the platform.
      6. Abstracts considered unsuitable for the Program by a majority of the Program Committee shall be rejected. The decision of the Program Committee shall be final. The Chair of the Program Committee shall notify, without delay, all authors of the disposition of their abstracts on the Program.
      7. The SOCIETY is not responsible for statements and opinions advanced by individuals in papers of discussions at its meetings.
      8. Any paper, although announced in the final Program, may be excluded at any time prior to delivery by order of the President of the SOCIETY.

    3. Rules of Order

      1. The rules contained in the Rules of Order, by Henry M. Robert, shall determine the parliamentary practice of the SOCIETY on all cases to which they apply, and when they are not inconsistent with the Constitution and Bylaws of the SOCIETY.
      2. The Secretary or a Member of the SOCIETY may be appointed by the President to serve as Parliamentarian at all meetings of the Board of Directors and at the Annual Business Meeting.

  7. BRANCHES OF THE SOCIETY

    1. Branches of the SOCIETY may be established by the Board of Directors in response to a request to that effect signed by at least 10 Regular Members of the SOCIETY in good standing. Each Branch must be separately incorporated in the state where it is established. Branch information is on file at the SOCIETY’S Business Office.
    2. Branches shall elect their officers. Branches may assess dues; collect and manage their own funds; and make any rules for their governance, provided that all their acts and rules are consistent with the Constitution (Article IX) and these Bylaws. The Constitution and/or Bylaws of each Branch shall be subject to approval by the Board of Directors.
    3. Each Branch shall transmit to the Secretary of the SOCIETY the names of all its officers and Standing Committees within 30 days of their election, and shall also promptly notify him/her of any change that may have taken place among the said officials
    4. Any Branch may include in its membership persons who are not Members of the SOCIETY, provided that such persons shall not be eligible to hold the office of presiding officer of the Branch or to serve as a representative to the SOCIETY
    5. Any Branch failing to maintain, for two consecutive years, a minimum of 10 Members of the SOCIETY in good standing shall automatically forfeit its charter and rights as a Branch of the SOCIETY
    6. Branches shall submit annual reports to the Board of Directors. The annual Branch report must state the total number of SOCIETY Members who are also Members of the Branch, as well as the total number within the Branch.
    7. Any Branch may be dissolved by the Board of Directors for good and sufficient reasons.

  8. AMENDMENTS TO THE BYLAWS

    See Constitution Article XI.

  9. INDEMNIFICATION

    1. Every Board of Directors member, officer, editor of publications, or employee of the SOCIETY shall be indemnified by the SOCIETY against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon him/her in connection with any proceedings to which he/she may be made a party, or in which he/she may be involved by any reason of his/her being or having been a Board of Directors member, officer, editor of publications, or employee of the SOCIETY, or any settlement thereof, whether or not he/she is a Board of Directors member, officer, editor of publications, or employee of the SOCIETY at the time such expenses are incurred, except in such cases wherein the Board of Directors member, officer, editor of publications, or employee of the SOCIETY is adjudged guilty by the Board of Directors of willful misfeasance, or malfeasance in the performance of his/her duties. Provided, however, that in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approved such settlement and reimbursement as being for the best interest of the SOCIETY.
    2. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such Board of Directors member, officer, editor of publications, or employee of the SOCIETY may be entitled.


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