Article I—Name

The name of the Corporation shall be Surfaces in Biomaterials Foundation, Inc.

Section 1. Not For Profit. The Corporation is organized under and shall operate as a Minnesota Nonprofit Corporation, and shall have such powers as are now or as may hereafter be granted by the Minnesota Nonprofit Corporation Act.

Section 2. Purposes. The purposes of the Corporation are charitable, educational, and scientific within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to education and research in the field of biomedical related surface science.

Section 3. Rules. The following rules shall conclusively bind the Corporation and all persons acting for or in behalf of it:

1. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Unites States Internal Revenue Law).
2. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
3. The Corporation shall not adopt any practice, policy or procedure which would result in discrimination on the basis of race, religion, or creed.

Section 1. Registered Office and Agent. The Corporation shall have and continuously maintain in the State of Minnesota a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the State of Minnesota and such other registered agents as the Board of Directors may from time to time determine.

Section 1. Classes of Members. The corporation shall have five classes of members. (1) Corporations which desire to foster research and development in biomedical related surface science are eligible for Supporting membership. (2) Academic institutions which foster research and development in biomedical related surface science are eligible for Academic membership. (3) Individuals who desire to foster research and development in biomedical related surface science are eligible for Individual membership. (4) Distinguished Members: An individual who desires to foster research and development in biomedical related surface science is eligible to become a distinguished member under the guidelines in policies and procedures. (5) Student Members: An undergraduate or graduate student who desires to foster research and development in biomedical related surface science is eligible to become a student member.

Section 2. Voting Rights. Each Supporting Member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Each Academic Member in good standing shall be entitled to one-quarter vote on each matter submitted to a vote of the members. Individual Members are not entitled to voting rights except as outlined in Article VI, section 2. Distinguished Members are ineligible to vote. Student Members are ineligible to vote.

Section 3. Resignation. Any member may resign by filing a written resignation with the secretary.

Section 4. Termination of Membership. The members by affirmative vote of two-thirds of all of the members may expel a member for cause after an appropriate hearing.

Section 5. Each invited speaker shall be granted Individual Member status for the fiscal year in which they served the Foundation as an Invited Speaker.

Section 1. Annual Meeting. An annual meeting of the Supporting and Academic Members shall be held at a time and place selected by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Supporting and Academic Members called as soon thereafter as conveniently may be.

Section 2. Special Meeting. Special meetings of the Supporting and Academic Members may be called either by the president, the Board of Directors, or by not less than one-half of the Supporting and Academic Members having voting rights.

Section 3. Place of Meeting. The Board of Directors may designate any place, whether within or without the State of Minnesota, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Minnesota; provided, however, that if all the Supporting and Academic Members shall meet at any time and place, whether within or without the State of Minnesota, consent to the holding of a meeting, such meeting shall be valid without call of notice, and at such meeting any corporate action may be taken.

Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by any lawful means to each Supporting and Academic Member entitled to a vote at such meeting, not less than five nor more that forty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting.

In the case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. Any Supporting or Academic Member may waive notice of any meeting.

Section 5. Actions by Members. Any action taken at a meeting of the Supporting and Academic Members of the corporation may be taken by written ballot if a ballot is submitted by a majority of the Supporting and Academic Members entitled to vote.

Section 6. Quorum and Vote. Action may be taken by majority vote of the Supporting and Academic Members at any meeting at which a quorum is present. If a quorum is not present at any meeting of the Supporting and Academic Members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 7. Proxies. At any meeting of Supporting and Academic Members, a Supporting or Academic Member entitled to vote may vote either in person or by proxy executed in writing by the member or be his duly authorized attorney-in-fact. No proxy shall be valid after the eleven months from date of its execution unless otherwise provided in the proxy.

Section 1. Officers. The officers of the Corporation shall be a president, a secretary, a treasurer, a past president, a president-elect, a vice president, and such other officers as may be determined by the Board of Directors. Except as set forth in Section 2, an officer must be the voting representative of a Supporting Member corporation, academic institution, or a non-academic individual member in good standing. At any given time, no more than one individual member in good standing may serve as an officer. An officer in a succession position must be in good standing at the time of re-election and succession. The Board of Directors may create such other officer positions as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by Board of Directors. Any two or more offices may be held by the same person; provided that no one person may hold the following offices at the same time: president, secretary, or treasurer. Officers need not be residents of the State of Minnesota.

Section 2. Election and Term of Office. The officers shall be elected by the Supporting and Academic Membership for a one (1) year term. The individual member representative and academic member shall be elected by their constituency. An individual member in good standing serving as an officer can not serve more than (5) consecutive terms as an officer. The officers shall be elected at the annual meeting of the members, shall assume office at that meeting for the following year and shall serve until his or her successors have been duly elected and have qualified An officer who is (A) not the voting representative of a Supporting Member corporation,(B) a non-academic individual member, and (C) not the voting representative of an academic member in good standing may be elected, if the nomination has been approved in a prior vote by the Board of Directors. The academic member constituency may elect a representative currently affiliated with an accredited academic institution that is not an academic member in good standing with approval from the Board of Directors prior to elections. No more than two persons from a Supporting Member corporation or academic institution may serve on the Board in a current year. An officer who becomes ineligible to be an officer during his or her tenure must submit in writing to the Secretary his or her intentions for continuing or vacating his or her role as a board member. The board can extend an offer to an ineligible officer to finish the calendar year with all the privileges that accompany the position. An officer who becomes ineligible does lose his or her vote as a Supporting Member until they are again in good standing. Vacancies may be filled or new offices created by the Board of Directors.

Section 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgement the best interests of the Corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of the Corporation and shall in general supervise and control all of the affairs of the Corporation. The president shall preside at all meetings of the Board of Directors and shall be the Chairman of the Board. The president may sign, with the secretary or any other proper office of the Corporation authorized by the Board of Directors, any deeds, mortgages, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signed and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. President-elect. The president-elect shall assist the president with scientific program details as requested and shall automatically become president. The president-elect shall become president at the Annual Business Meeting.

Section 7. Vice President. The vice president shall assist the president and the president-elect with scientific program details as requested.

Section 8. Treasurer. 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. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors.

Section 9. Secretary. The secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records, the by-laws, and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; and in general perform all duties incident to the Office of the secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.

Section 10. Past President. The past president shall assist the president with scientific program details and member recruitment as requested.

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.

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.

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.

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.

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.

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