|Article VII—Board of Directors
Section 1. Definition. The Board of Directors is dedicated to carrying out the mission statement of the Surfaces in Biomaterials Foundation in accordance with the job obligation and responsibilities placed upon them.
Section 2. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.
Section 3. Composition, Tenure, and Qualifications. The number of directors shall be not less than eight, and shall be a president, a vice president, a secretary, a treasurer, a past-president, a president-elect, an individual membership representatives, and an academic membership representative.. All terms of officer shall be for one (1) year. Each director shall hold office until the next annual meeting of the Board of Directors and until his or her successor has qualified. Directors need not be resident of Minnesota.
Section 4. Regular Meetings. A regular annual meeting of the Board of Directors shall be held at such times and places as may be designated by resolution of the Board of Directors without other notice than this by-law and such resolution. The Board of Directors may provide by resolution the time and place, either within or without the State of Minnesota, for the holding an additional regular meeting of the Board without other notice than such resolution.
Section 5. Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, whether within or without the State of Minnesota, as the place for holding any special meeting of the Board called by them.
Section 6. Notice. Notice of any special meeting of the Board of Directors by any lawful means. If notice be given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited in the United States mail. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting.
Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meetings of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 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, except where otherwise provided by law or by these by-laws. Directors may participate in Board meetings through means of telecommunication as permitted under Minnesota law.
Section 9. Information Action by Directors. Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting 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 entitled to vote with respect to the subject matter thereof.
Section 10. Vacancies. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director selected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 11. Compensation. Directors as such shall not receive any salaries for their services, but by resolution of the members, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular of special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 1. Committees of Directors. The Board of Directors, by resolutions adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committee, to the extent provided in said resolution, shall have and exercise authority of the Board of Directors in management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon them by law.
Section 2. Awards and Nominations Committee. The vice-president shall be chairperson of the Awards and Nominations Committee. The chair shall appoint two committee members from the Supporting, Academic or Individual members. The Committee shall nominate persons for offices in the Corporation and awards according to procedures established by the Board of Directors.
Section 3. Program Committee. The president shall chair the Program Committee. The supporting and academic membership shall elect two or four members to serve annual terms on the Program Committee. Committee members may be supporting, academic or individual members. The Committee shall attend to programs of the Corporation according to guidelines established by the Board of Directors.
Section 4. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be directors of the Corporation, and the president of the Corporation shall appoint the members thereof. Any member thereof may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation shall be served by such a removal.
Section 5. Term of Office. Each member of a committee shall continue as such until his or her successor is appointed or elected, unless the Committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.
Section 6. Chairman. One member of each committee shall be appointed or elected chairperson.
Section 7. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 8. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority shall be the act of the committee.
Section 9. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
Article IX—Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the Corporation.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation.
Article X—Books and Records
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
Article XI—Fiscal Year
The fiscal year of the Corporation shall be determined by the Board of Directors.
Section 1: Dues shall be established by the Board of Directors.
Article XII—Waiver of Notice
Whenever any notice whatsoever is required to be given under the provisions of the Minnesota Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitles to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIII—Amendments to Bylaws
These by-laws may be altered amended or repealed and new by-laws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, provided that at least fifteen days written notice is given of intention to alter, amend or repeal and to adopt new by-laws at such meeting.
The Corporation shall indemnify all officers and directors of the Corporation to the full extent permitted by the Minnesota Nonprofit Act, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the Board of Directors.
Approved: October 26, 2008; Updated August 2011