Article 1 - Name.
Section 1. The name of the association shall be 'The Medical Image Perception Society', hereinafter referred to as the Society.
Section 2. The principal office of the association shall be in the state of Arizona.
Article II - Definition.
Section 1. The medical image perception discipline seeks an improved understanding of the perceptual factors that underlie the creation and interpretation of medical images.
Article III - Purpose. The goals of the Society shall be to encourage and promote medical image perception research and education. The goals of the Society shall be furthered through:
Article IV - Membership.
Section 1. Member--any person with an interest in medical image perception research and related sciences is eligible to be a member of the Society.
Section 2. Member-in-Training--any person who is currently engaged in an accredited program of education or of post-graduate training, including residency and fellowship. Members-in-Training have the same rights and privileges as members.
Section 3. Election of members--any person eligible for membership under these bylaws may be elected to membership on written application. For such election, a majority of votes of the membership committee is required.
Article V - Dues.
Section 1. The annual dues for each member and Member-in-Training of the Society shall be determined by the Board of Directors in an amount consistent with the financial needs of the society.
Section 2. The dues of the Society shall be due and payable on the receipt of the statement. Members who fail to pay their dues within thirty (30) days from the time the same become due shall be notified by an officer designated for such purpose by the Board of Directors, and, if payment is not made within the next succeeding thirty (30) days shall-without further notice and without hearing-be dropped from the rolls and thereupon forfeit all rights and privileges of membership; provided that the Board of Directors may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.
Article VI - Meetings.
Section 1. The Society will meet at least once every two years. The meeting will consist of a scientific, an educational, and a business portion.
Section 2. A quorum for conducting business and for the election of officers will be the members present.
Section 3. The date and site of meetings will be determined by the Board of Directors.
Section 4. The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in Robert's Rules of Order shall govern all deliberations, when not in conflict with these bylaws.
Article VII - Board of Directors.
Section 1. The Board of Directors shall have supervision, control and direction of the affairs of the Society, shall determine its policies or changes therein within the limits of the bylaws, and shall have discretion in disbursement of its funds.
Section 2. The Board of Directors shall be composed of the President, Vice President, Secretary/Treasurer, Past-President, the Councilor - Annual Meeting, the Councilor - Membership, and two additional elected Directors. The number of directors may be increased or decreased from time to time by amendment of these bylaws.
Section 3.; At the first annual meeting there shall be elected by ballot two Directors of the Society, one of whom shall be elected for a term of one year, and one of whom shall be elected for a term of two years. At each annual meeting thereafter, two directors shall be elected by ballot for a term of two years. Any director shall be eligible for re-election for up to two consecutive terms of office. Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an expired term.
Section 4--Meetings. Except that the Board shall have regular meeting at the time and place of the annual meting, the Board shall meet upon call of the president at such times and places as he/she may designate, and shall be called to meet upon demand of a majority of its members. Notice of all meetings of the Board of Directors shall be sent by mail or electronic transmission to each member of the Board at his/her last recorded address at least ten (10) days in advance of such meetings.
Section 5--Quorum. A majority of the whole Board shall constitute a quorum at any meeting of the Board. Any less number may adjourn from time to time until a quorum is present.
Section 6--Absence. Any member of the Board of Directors unable to attend a meeting shall, in a letter addressed to the president or secretary/treasurer, state the reason for their absence. If a director is absent from two consecutive meetings for reasons which the Board has declared to be insufficient, a resignation shall be deemed to have been tendered and accepted.
Section 7--Compensation. Directors as such shall not receive any compensation for their services as Directors, but the Board may by resolution authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of the association.
Section 8--Resignation or removal. Any director may resign at any time by giving written notice to the president, the secretary/treasurer, or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the president or the Board. Any director may be removed by a majority vote of the directors at any regular or special meeting at which a quorum is present.
Section 9--Vacancies. Any vacancies that may occur on the Board by reason of death, resignation, or otherwise will remain unfilled for the duration of the term.
Article VIII - Officers.
Section 1--Elected Officers. The elective officers of this Society shall be a president, vice president, and a secretary/treasurer. Together, these three officers will form the executive committee of the Society. These officers shall be elected every two years by the membership at the regular meeting held at the time of the association's annual meeting. Election shall be by ballot and a majority of the votes cast shall elect. Each of these officers shall be members of the Board of Directors.
Section 2--Term of Office. Each elective officer shall take office at the close of the annual business meeting in alternate years and shall serve for a term of two years and until his/her successor is duly elected and qualified. All officers shall serve without compensation.
Section 3--Vacancies. If the president must be replaced for any reason during his/her term of office, the vice president shall carry out the duties of both positions with the assistance of the secretary-treasurer. At the end of the term, the vice president shall become the president for the next term. If the vice president must be replaced for any reason during his/her term of office, the secretary-treasurer shall become the vice president and shall carry out the duties of both positions with the assistance of the president. At the end of the term, the acting vice president shall become vice president for the next term, and a new secretary-treasurer shall be elected. If the secretary-treasurer must be replaced during his/her term, the president shall assume the functions of the secretary-treasurer until the next election. At that time, two new officers, a vice president and a secretary-treasurer shall be elected.
Section 4--President. The president shall be the principal elective officer of the organization, shall preside at the business meetings of the Society and of the executive committee, and shall be a member ex-officio, with right to vote, of all committees. He/She shall also, at the annual meeting of the association and at such other times as he/she shall deem proper, communicate to the Society or the Board of Directors such matters and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Society, and shall perform such other duties as are necessarily incident to the office of president or as may be prescribed by the Board of Directors.
Section 5--Vice President. The vice president may be delegated by the president to perform his/her duties, in the event of his/her temporary disability or absence from meetings, and shall have such other duties as the president or the Board may assign.
Section 6--Secretary/Treasurer. The secretary/treasurer shall keep an account of all moneys received and expended for the use of the association, and shall make disbursements authorized by the Board and such other officers as the Board may prescribe. He/She shall deposit all sums in the bank or banks, or trust company, approved by the Board of Directors, and shall make a report at the annual meeting or when called upon by the president. Funds may be drawn only upon the signature of the treasurer. The treasurer may appoint one or more assistant treasurers, to perform such duties as the treasurer may delegate to him/her or them. The funds, books, and vouchers in his/her hands shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection by the Board of Directors. The secretary treasurer shall keep, or cause to be kept, a correct and permanent record of the proceedings of the Society. He/she shall keep a current list of the members and fellows of the Society specifying their current addresses, year of election, and their membership classification. He/she shall supply copies of the list to members of the Society each year. He/she shall conduct correspondence, notify applicants for membership and fellowship in the Society of their acceptance, and perform all other duties that usually and customarily pertain to the office of secretary-treasurer. He/she shall provide safe-keeping for all records and transactions of the Society which possess historical value. The secretary-treasurer shall cause to be printed and distributed to each member of the Society, a transcript of the minutes of the annual meeting, which shall include the reports of all officers and committees. The secretary-treasurer shall collect and be accountable for all funds of the Society and shall disperse from the treasury such funds of the Society only upon order of the Board of Directors. He/she shall keep the complete and permanent record of the financial transactions of the Society. He/she shall make a full financial report and present a budget for the following year at the annual meeting of the Society which shall be incorporated into the minutes of the meeting. The secretary-treasurer shall be a member of the Board of Directors.
Section 7--Succession. To accomplish a smooth transition in the management of the Society from year to year, the secretary-treasurer shall become the vice-president and the vice-president shall become president.
Article IX - Committees.
Section 1. The president, subject to the approval of the Board of Directors, shall annually appoint such standing, special, or subcommittees as may be required by the bylaws or as he/she may find necessary.
Section 2. The president, subject to the approval of the Board of Directors, shall also appoint ad hoc committees or task forces as may be necessary.
Section 3. The standing committees of the Society shall be as follows:
Section 4--Executive Committee. The president, vice president, and secretary/treasurer, shall constitute an executive committee. They may exercise the powers of the Board of Directors when the Board of Directors is not in session, reporting to the Board of Directors at its succeeding meeting any action taken. Three members shall constitute a quorum for the transaction of business. Meetings may be called by the president.
Section 5--Nominating Committee. During the month following the annual meeting in each year (or, at least 90 days before the annual meeting), the President shall appoint a nominating committee of himself, the Past President and one additional member in good standing to nominate candidates for the Board of Directors and for Secretary/Treasurer. The committee shall notify the Secretary/Treasurer, in writing, at least sixty (60) days before the date of the annual meeting, of the names of the candidates it proposes, and the Secretary/Treasurer shall mail a copy thereof to the last recorded address of each member at least thirty (30) days before the annual meeting.
Section 6--Independent Nominations. A slate of proposed candidates for elected offices shall be presented by the nominations committee at the annual meeting. Additional nominations for elected offices may be made from the floor.
Section 7--Composition of Standing Committees. The Research and Education committee shall be chaired by the Councilor - Annual Meeting and will consist of the chair and at least two additional members in good standing. Each shall serve a term of two years. One committee member shall be appointed by the President each year. The chair will serve as the Program Chair for the annual meeting. To serve as the Councilor - Annual Meeting, the individual preferably should have had previous experience on the Research and Education committee. It shall be the duty of this committee to determine the character and scope of the meeting. It shall have the right to accept or reject papers for presentation. The Membership committee shall be chaired by the Councilor - Membership and will consist of the chair and at least two additional members in good standing. Each shall serve a term of two years. One member shall be appointed by the President each year. The membership committee shall review and screen all individuals suggested for membership in accordance with the provisions of Article V of these by-laws to assure that they fulfill the requirements for membership in their appropriate category. The Rules committee shall be chaired by the Councilor - Rules and will consist of the chair and at least two active members in good standing. Each shall serve a term of two years. One member shall be appointed by the President each year. The rules committee is responsible for the by-laws and may be called upon to interpret by-laws when questions arise. It shall, on the order of the Board of Directors, prepare and submit amendments to the by-laws, edit and present to members any amendments which it deems necessary. It shall receive all resolutions introduced by members; it may record them or combine those having the same intent to prepare them for presentation. It shall present such amendments to the Board of Directors for approval prior to the annual meeting. The Communications committee shall be chaired by the Councilor - Communications and will consist of the chair and at least two additional members in good standing. Each shall have a term of two years. One committee member shall be appointed by the President each year. The Communications Committee will be responsible for the Web Page and Newsletter.
Article X - Mail Vote Whenever. In the judgment of the Board of Directors, any questions shall arise which it believes should be put to a vote of the active membership, the directors may, unless otherwise required by these bylaws, submit such a matter to the membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail within 30 days after such submission to the membership. Any and all action taken in pursuance of a majority mail vote in each such case shall be binding upon the association in the same manner as would be action taken at a duly called meeting.
Article XI - Fiscal Year. The fiscal year shall commence on the 1st day of July and shall end on the 30th day of June.
Article XIII - Indemnification. The association may, by resolution of the Board of Directors, provide for indemnification by the association of any and all of its Directors or officers or former Directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties, or a party, by reason of having been Directors or officers of the association, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
Article XIV - Dissolution The association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the association. On dissolution of the association any funds or real assets remaining shall be distributed to one or more regularly organized and qualified non-profit organizations to be selected by the Board of Directors.
Article XV - Amendments. Upon proposal by the Board of Directors, these bylaws may be amended, repealed, or altered, in whole or in part, (a) by a two-thirds vote at any meeting of the association; provided, that a copy of any amendment proposed for consideration shall be mailed to the last recorded address of each member at least thirty (30) days prior to the date of the meeting; or (b) by approval of the members through mail vote in accordance with the provisions of Article X.
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