ARTICLE (I) NAME

The organization shall be known as The Society of Radiologists in Ultrasound, hereinafter known as the Society or SRU.

ARTICLE (II) MISSION STATEMENT

The mission of the Society of Radiologists in Ultrasound is to advance the science, practice, and teaching of ultrasound in radiology, advocating the use of this safe, reliable and accurate imaging modality to ensure the highest level of patient care.

ARTICLE (III) MEMBERSHIP

The categories of membership shall include:

  1. General members
  1. Charter members
  2. International members
  3.   Fellows
  4.   Members-in-training
  5.   Transitional members
  6.   Honorary members
  7.   Emeritus members

(1) General members: A General member must be a physician who is certified by the American Board of Radiology, the American Osteopathic Board of Radiology or certified in radiology by the Royal College of Physicians and Surgeons of Canada, or provide evidence of training, experience, and certification judged to be equivalent by the Executive Board. General members shall be engaged or interested in the practice of diagnostic ultrasound and may apply for membership directly. General members shall be required to pay their dues in a timely fashion as assessed by the Executive Board and shall have all the rights of membership in the Society including membership on committees, the holding of office, and full voting privileges. Applications are reviewed on a continuous basis, and General membership may be approved without direct confirmation by the Executive Board. Two additional subcategories include:

(a) Charter members: Those General members who joined the society at its inception shall be known as Charter members. Charter members shall have the same rights and responsibilities as General members as defined in Article III, Section (1).

(b) International members:  Those General members who reside and practice outside Canada and the United States shall also be known as International members.  International members shall have the same rights and responsibilities as General members as defined in Article III, Section (1), and the Executive Board shall extend International members special consideration in the matter of dues and fees.

(2) Fellows:

(a) Eligibility Criteria: To be nominated for Fellowship in the Society, the candidate must either: (1) have been a General member for at least three years by the date of proposed change to Fellow status; or (2) have a nomination endorsed by unanimous consensus of the Executive Board as an individual with high value to the organization and who merits special consideration for joining the organization without the requisite three year general membership history.  All candidates must be certified by the American Board of Radiology, the American Osteopathic Board of Radiology or certified in radiology by the Royal College of Physicians and Surgeons of Canada or other Board that in the judgment of the Executive Board provides equivalent credentials; have a minimum of three years of experience post-residency training in diagnostic ultrasound; have two letters of recommendation from current Fellows of the Society; have demonstrated special interest, effort and accomplishment in diagnostic ultrasound; have contributed substantially to the goals of the Society; and have submitted a formal curriculum vitae (CV) to the Executive Board.

(b) Candidates: Prior to the annual election of Fellows, the Executive Board will prepare a list of candidates’ names, which will consist of all nominees for whom the required materials (a CV and two letters of recommendation) were submitted and who are judged by the Executive Board to meet the eligibility criteria for Fellowship specified in Article III (2)(a). This list, together with the candidates’ CVs and letters of recommendation, will be distributed to all Fellows in advance of the Fellows meeting.

(c) Election of New Fellows: Fellows will be elected using procedures specified in the most current policy set forth by the Executive Board in the Manual of Operations.

(d) Rights and Responsibilities. Fellows may participate in all activities of the Society, including membership on committees and the holding of elective office, and shall have full voting privileges. Fellows are required to participate fully in the scientific and professional activities of the Society as determined by the Executive Board and to pay their dues in a timely fashion. Fellows are expected to attend the meeting at least every other year. Excused absence under special circumstances may be granted with Board approval.

(e) A Fellow who fails to pay dues shall be notified by the President within 30 days following the deadline for payment, via e-mail or regular mail. The Fellow shall be given 30 days from receipt of the notice to pay dues or request an extension. Requests for an extension shall be reviewed by the Executive Board. The President shall notify the Fellow of acceptance or rejection of the request within 30 days of its receipt. If no response to the notice by the President is received within 30 days, the President shall notify the Fellow that their Fellowship has been terminated. Decisions of the Board shall be final. As provided in Article VIII, Section 11, a Fellow removed from Fellowship status for non-payment of dues may be eligible for reinstatement as a Fellow upon payment of any unpaid dues and a reinstatement fee that the Executive Board shall establish.

(f) Voluntary Relinquishment of Fellowship Status: A Fellow may voluntarily relinquish Fellowship status by submitting a letter to the President. Upon relinquishment of Fellowship status, the individual will automatically be considered a General member of the Society. A Fellow who relinquishes Fellowship status will have any already paid dues applied to General membership for that year, but will forfeit any already paid dues in excess of the amount required of general members. A General member who has relinquished Fellowship status may apply for reappointment as a Fellow in the standard manner only after serving three years as a General member and after fulfilling all of the requirements for Fellowship.

(g) Part-time considerations:  A Fellow who works in any capacity (including administrative, clinical, and research) for ≤ 50% or who no longer is engaged in clinical practice can elect to request and receive a 50% discount of membership dues.  The request for dues reduction should be made to the Society by January 31 and should indicate whether the part time status is permanent or temporary.  These requests are required annually if the part-time status is not permanent.  The Board may choose to require additional documentation or employer verification of part-time status, if desired.

(3) Members-in-training: Members-in-training must be serving in or accepted into a radiology residency accredited by the Diagnostic Radiology Residency Review Committee of the Accreditation Council for Graduate Medical Education or equivalent organization, or be serving in or accepted into a post-residency fellowship program of at least 1 year in duration. Training status must be verified by their program director. The Executive Board shall extend Members-in-training special consideration in the matter of dues and fees. Members-in-training shall not have the privilege of voting or holding elective office. Upon completion of training, Members-in-training shall be offered Transitional membership provided they meet the requirements specified in Article III (1).

(4) Transitional members: Transitional membership shall be available to individuals who have completed a radiology residency program accredited by the Diagnostic Radiology Residency Review Committee of the Accreditation Council for Graduate Medical Education or equivalent organization during the previous year, or who have completed such a residency program immediately followed by a post-residency fellowship program during the previous year. The annual dues will be one-half of the dues for General members. After one year of Transitional membership, the individual shall be offered General membership, provided that they meet the requirements specified in Article III (1). Transitional members shall be required to pay their dues in a timely fashion as assessed by the Executive Board and shall have all the rights of membership in the Society including membership on committees, the holding of elective office, and full voting privileges.

(5) Honorary members: Honorary members shall be individuals who are not eligible for membership in other categories but who have rendered valuable service to the principles of the Society of Radiologists in Ultrasound. Honorary members shall be selected by the Executive Board and shall not be required to pay dues. They may not vote, hold office, or be a member of or chair of any Society standing committee.

(6) Emeritus members: Emeritus membership shall be established to honor and retain those Fellows of the Society who no longer choose to be active. Fellows become eligible to request emeritus status when the individual is fully retired from clinical practice (individual may still be active in non-clinical activities, pro bono clinical work, or post-retirement contract clinical work for less than 20% FTE). A Fellow requesting to become Emeritus must have fully paid for membership in the year prior to the request. The Fellow may request Emeritus status by submitting a letter to the President, and status will be granted after Executive Board review and approval. Emeritus fellows are exempt from payment of membership dues. Emeritus fellows shall not be eligible to hold elective office. Emeritus fellows are eligible and encouraged to fully participate in all other aspects of the Society, including committee service and leadership. Emeritus members may have their status converted back to Fellow upon written request (and Executive Board approval). Emeritus fellows may attend any meeting (including the Fellows meeting and dinner) if registered.

(8) Revocation of membership:  The Executive Board may revoke membership of a member in any category who, in the Board’s determination, violates the Society’s bylaws or membership requirements. Additionally, a member may be disciplined or expelled for:

  • Violation of the current SRU Code of Conduct
  • Professional misconduct resulting in sanctions or restrictions on rights including but not limited to the practice of medicine
  • Conviction of any felony
  • Nonpayment of membership dues as noted in section III(2)(e).

A member in any category against whom disciplinary action is taken by the Board may appeal the decision by sending a written notice of appeal to the President (electronically or by mail) within thirty (30) days of the notification of the adverse decision to the member in question. If appealed, the matter will go to electronic vote by the Society Fellows, requiring 2/3rd vote of all Fellows to proceed with membership revocation. 

The status of a member during any disciplinary proceedings shall be unaltered until the outcome is determined.

(9) Dues Waiver:  Any dues-paying member suffering serious financial hardship or long-term illness may request a waiver of dues for one (1) calendar year. All such requests must be made in writing, directed to the President, and specifying the reason for the request. All waivers of dues for financial hardship or illness are at the discretion of the SRU Executive Board, and any member making such a request will be notified in writing of the Board’s decision. If a dues hardship persists for more than one (1) calendar year, a written request must be submitted for each subsequent year.

ARTICLE (IV) OFFICERS, EXECUTIVE BOARD, EXECUTIVE DIRECTOR

Each officer shall be a member in good standing of the Society. The officers of this Society shall be the Secretary, Treasurer, President-Elect, President, and Immediate Past President, in this order of succession. Exceptions to the order of succession are that if the position of Immediate Past President becomes vacant, it shall not be filled until the current President’s term of office expires and the outgoing President automatically assumes the position. In the event of an unexpected vacancy in any of the four elected positions, each officer shall move up to the next more senior position, with the President appointing a member to temporarily serve as Secretary, the lowest elected office in the hierarchy, until the next general membership meeting, when the Secretary will be presented to the membership and the new Board will be voted on by the membership.

(1) President: The President shall be the chief executive officer of the Society and shall have general active management of the business of the Society. The President may execute and deliver in the name of the Society any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Society, including, without limitations, any instruments necessary or appropriate to enable the Society to donate income or principal of the Society to or for the account of such organizations, causes and projects described in the Constitution and Bylaws of the Society as the Society was organized to support, and, in general shall perform all duties usually incident to the office of President. They shall preside at all meetings and gatherings of the Society and shall perform such other duties and exercise such rights as this Constitution and Bylaws or parliamentary procedure may require. The President is empowered to appoint qualified individuals to committees, including on an ad hoc or temporary basis, to appoint the chairs of those committees, and to create special committees for particular purposes as necessary. The President shall be an ex-officio member of all committees and has the right but not the obligation to participate in the proceedings of the committees.

(2) President-Elect: The President-Elect shall assist the President in the discharge of their duties. The President-Elect shall have such powers and shall perform such duties as prescribed by the President. The term of office of the President-Elect shall end at the conclusion of the general membership business meeting, at which time they will transition to the office of President.

(3) Treasurer: The Treasurer shall be the custodian of all funds of the Society and shall be accountable for their safekeeping. The Treasurer shall receive all fees, dues, and assessments from members and all monies, including gifts, bequests, donations, and grants belonging to the Society. The Treasurer shall promptly deposit or ensure that all such monies, drafts, and checks are deposited, in the name of and to the credit of the Society in such banks, trust companies, or other depositories as selected by the Executive Board. The Treasurer shall, in like manner, keep a current, complete, true and correct record of all receipts and disbursements and all financial transactions of the Society. The Treasurer will work with the Society Executive Director in these efforts. The Treasurer must prepare a detailed full financial report and present a budget for the following year to the President and members at the general membership business meeting. The Treasurer shall faithfully perform the duties of their office in the manner set forth and forthwith, upon the expiration of the term of office, hand over to their successor in office all money, papers, record books, or other property belonging to the Society.

(4) Secretary: The Secretary shall conduct the correspondence and all other duties that usually pertain to the office of Secretary in collaboration with the Society Executive Director. They shall work with the management corporation to oversee membership information. The Secretary shall act as editor-in-chief of the quarterly Society newsletter.

(5) Immediate Past President: The Immediate Past President shall assist the President in the discharge of their duties. The Immediate Past President shall have such powers and shall perform such duties as designated by the President. The term of office begins after the general membership business meeting when the President-Elect assumes the position of President.

(6) Executive Board: The property and affairs of the Society shall be managed by its Board of Directors, herein designated as the Executive Board. There shall be no limit on the number of terms that any individual can serve. The Executive Board shall consist of the President, President-Elect, Treasurer, Secretary, and the Immediate Past President of the Society. The Executive Board shall manage the property, affairs, and the business of the Society. Three or more members of the Executive Board shall be required to constitute a quorum for the transaction of business at any Executive Board meeting. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Executive Board. At each meeting of the Executive Board, the President, or in their absence, the President-Elect or the next highest-ranking officer in succession shall preside. The Executive Board shall meet at the general membership meeting. Notice of such meeting need not be given. The Executive Board may hold any meeting at such time and place as it may from time to time determine to be necessary. The Executive Board is charged with the responsibility of examining the records of candidates proposed for Fellowship and making its recommendations to the Fellows at the annual Fellows’ meeting. The Executive Board shall conduct the election of candidates to Fellowship at the annual Fellows’ meeting. The Executive Board shall be responsible for the Constitution and Bylaws and may be called upon to interpret the Constitution and Bylaws when questions arise. The Executive Board shall prepare and submit amendments to the Constitution and Bylaws as detailed in Amendments, Article 10, and has the right to edit, reword, or combine those amendments having the same intent to prepare them for presentation to the membership. The Executive Board shall distribute, or have distributed, the proposed amendment or amendments in writing to the Members thirty days prior to the vote at the general membership meeting or at a special meeting where the amendment or amendments are to be considered.  The Executive Board will make the final selection of society awards. The Executive Board shall be responsible for overseeing the Society’s investments and for the activities of the SRU Foundation.

(7) Management Company/ Executive Director: The Executive Board may engage a Management Company to perform the business of the society. This may include an Executive Director with primary responsibility for the Society, as well as other employees of the management company who will contribute to a variety of needs. The Executive Director, or Management Company, under the direction of the Executive Board, shall manage and conduct the business of all offices of the Society; be empowered to enter into any contract or deliver any instrument in the name of the Society; sign all checks, drafts or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Society; deposit all funds of the Society to the credit of the Society in such banks, trust companies, or other depositories as the Executive Board directs; be the custodian of all the important documents of the Society; keep an accurate record of all the Society activities; assist the Secretary in maintaining accurate records of all Society activities and meetings as may be directed; and assist the Treasurer in maintaining accurate financial records of the Society. The Executive Director may delegate any of their powers, with or without restrictions, to an employee or agent of the Society

ARTICLE (V) ELECTION OF OFFICERS AND TERMS OF OFFICE

(1) Qualifications: Candidates for the position of officers of the Society shall have been members in good standing for at least three consecutive years.

(2) Term of Office: The term of office of the President, the President-Elect, the Treasurer, the Secretary, and the Immediate Past President shall be one year. All officers shall serve without compensation.

(3) Election of Officers: Officers of this Society shall be elected at the general membership meeting. Each officer serves a period of 5 years, one year in each office.  A slate of nominees shall be presented by the Executive Board to the members at the annual meeting. Additional nominations may be made from the floor by a General member, Fellow or Emeritus Fellow of the Society. Nominations shall be made for the Secretary annually.

(4) Voting: In electing officers, approval of the nominees may be confirmed by acclimation. However, if there is sufficient dissent per the determination of the President, they may require that anonymized votes be collected. In this case, each member in good standing may cast one vote for any nominee in each position to be filled. The nominee having the greatest number of votes shall be declared elected.

(5) Resignations: Any officer may resign at any time by giving written notice of their resignation to the Executive Board. Any such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(6) Removal: Any officer may be removed by a majority vote of the General members and Fellows of the Society present at the general membership meeting or at a special meeting called for such purpose, and such purpose shall be stated in the notice of such meeting, provided that there is a sufficient number of Fellows present to constitute a quorum. A quorum consists of one-half of the Fellows.

(7) Vacancies: Vacancies on the Board that arise from resignation, removal, or physical incapacity will be filled temporarily by the appointment from the President per Article (IV) until election at the next Annual Meeting. If an officer other than the Secretary is unable to complete their term, the other officers will be advanced in succession, and a new Secretary and Treasurer will be elected at the next meeting. If multiple officers are unable to complete their terms, multiple officers may be elected at the annual meeting.

ARTICLE (VI) COMMITTEES AND EXECUTIVE COUNCIL

The Society will maintain committees that may include but are not limited to: Membership, Program, Research, Education/Training, Professional Practice, Corporate Affairs, Website, and Social Media.  In addition to these standing domains, the Society may pursue activities through committees addressing other domains.  Domains may have more than one committee, but each committee must have a unique focus and purpose within any given domain.  Committees will be organized by Executive Board policy in the Manual of Operations, which will define the name, focus, and purpose of each committee, and these will be known as the committees of the Society.  All committee appointments should be made within three (3) months after the General members’ meeting, if possible. Committee chairs shall submit annual reports to the Executive Board at least fourteen (14) days prior to the annual meeting.

Executive Council shall consist of the members of the Executive Board, the chairs and vice chairs of the committees of the Society, the editor of Ultrasound Quarterly and invited representatives of other organizations such as the American Board of Radiology, American College of Radiology or American Institute of Ultrasound in Medicine. The Executive Council shall meet at the direction of the Executive Board.

(1) Ad Hoc Committees: The President shall have the power to appoint such other committees or sub-committees as they may deem advisable during their term of office; however, each such committee shall terminate upon the expiration of the President’s term of office unless continued by their successor in that office. Each committee shall have duties and term of office as determined by the President. At the discretion of the Board, an ad hoc committee may be transitioned into a standing committee.

(2) Committee Vacancies: If any person is appointed to a committee or position and is unable or unwilling to serve, the President may appoint another active member to serve until the next general membership meeting at which time the normal procedure for committee appointment will be followed. A member may be replaced if they fail to fulfill their responsibilities to the committee, at the discretion of the President in consultation with the committee chair.

(3) Notification: Notification of appointment to a committee and the dates of the appointment shall be made in writing by the President or their designee within ninety days following the general membership meeting.

ARTICLE (VII) MEETINGS

The Society shall meet regularly, at the direction of the Executive Board, to provide for an exchange of scientific information, for the presentation of ultrasound information to the medical community, and to provide a forum for the exchange of ideas defining the direction and role of ultrasound as a subspecialty within the field of radiology.

(1) Meetings: At least once annually, the members of the Society will organize a general educational and scientific meeting. The Program Committee has the responsibility for organizing and conducting the meeting under the direction of the Executive Board and is specifically responsible for the meeting’s educational and scientific portions. The meeting will also include a general membership business session in which items relevant to the Society will be discussed under the direction of the President. Attendance at the business meeting shall be restricted to Members of the Society or non-members at the invitation of the Executive Board. The Executive Board is responsible for the conduct and content of the business session of the general membership meeting.

An annual Fellows’ meeting shall be held in conjunction with the general membership meeting. The Vice-Chair of the Program Committee is responsible for organizing and arranging the annual Fellows’ meeting under the direction of the Executive Board. All Fellows shall be notified of the date and place of the annual Fellows’ meeting at least three months in advance of the meeting. Attendance at the annual Fellows’ meeting shall generally be restricted to Fellows. Attendance at the Fellows’ meeting or the general membership meeting shall be mandatory for all Fellows at least every other year.

(2) Special Meetings: Special meetings may be called at any time by the President of the Society by giving reasonable notice in advance of the place, time and purpose of the meeting to the members. No other business other than that specified in the notice of the special meeting shall be transacted.

(3) Rules of Order: In absence of any provisions to the contrary in these bylaws, all meetings of the Society shall be governed by the parliamentary rules and usages contained in the current edition of Sturgis’ Standard Code of Parliamentary Procedure.

ARTICLE (VIII) INDEMNIFICATION, OFFICES, BOOKS, RECORDS, FINANCES

(1) Direct Indemnification: To the full extent specifically authorized by, and in accordance with the procedure prescribed in, Section 108.75 of the Illinois General Not For Profit Corporations Act (or the corresponding provisions of any future statute applicable to corporations organized under that Act), the Society shall indemnify any and all of its directors, officers, committee members, employees, agents and other authorized representatives for expenses and other amounts paid in connection with legal proceedings (whether threatened, pending or completed) in which any such persons become involved by reason of their serving in any such capacity for the Society.

(2) Insurance: Upon specific authorization by the Executive Board, the Society may purchase and maintain insurance on behalf of any or all officers, committee members, employees, agents, or other authorized representatives of the Society against any liability asserted against any such person and incurred in any such capacity, or arising out of the status of serving in any such capacity, whether or not the Society would have the power to indemnify them against such liability under the provisions of Section 1 of this Article.

(3) Offices: The Society shall have and continuously maintain in the state of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have such other offices inside or outside the state of Illinois as the Executive Board may from time to time determine.

(4) Books and Records: The Executive Board shall cause to be kept the records of all Society proceedings and any other such records and books of account as shall be necessary and appropriate to the conduct of the Society’s business. The Executive Board shall cause to be kept at the registered office of the Society originals or copies of the records of all proceedings of the Fellows and Officers and the Constitution and Bylaws of the Society, and the Articles of Incorporation, and all amendments thereto.

(5) Contracts: The Executive Board may authorize any officer or officers or agent or agents of the Society, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.

(6) 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 Society shall be signed by such officer or officers or agent or agents of the Society in such manner as shall from time to time be determined by resolution of the Executive Board. In the absence of such determination by the Executive Board, such instruments shall be signed by the Treasurer and countersigned by the President of the Society.

(7) Deposits: All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Executive Board may select.

(8) Gifts: Any officer may accept on behalf of the Society any unrestricted or unconditional contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society. Any restricted or conditional contribution, gift, bequest, or device may be accepted only by the President on behalf of the Society.

(9) Fiscal Year: The fiscal year of the Society shall begin on the first day of July in each calendar year and end on the 30th day of June in each calendar year, but may be changed at the discretion of the Executive Board.

(10) Waiver of Notice: Whenever any notice is required to be given under applicable law, the articles of incorporation, or the bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

(11) Dues: A change in the amount of dues for the Fellows shall be approved by a majority of the Fellows attending the annual Fellows’ meeting immediately preceding the calendar year in which dues are payable. A change in the amount of dues for the General members shall be approved by a majority of general members attending the general membership meeting immediately preceding the calendar year in which dues are payable The dues of this Society shall be due and payable at the beginning of each calendar year. Membership may be terminated for non-payment. If an individual General member or Fellow is terminated from membership for non-payment, such former member or Fellow shall be eligible for automatic reinstatement upon payment of outstanding dues and a reinstatement fee established by the Executive Board. Any former member or Fellow seeking membership after failing to pay dues for four (4) years or more may obtain membership only by applying as a new member.

 (12) Finances: Funds for conducting the affairs of the Society may be raised by such initiation fees, tuitions, and annual dues as are imposed on the members by the Executive Board or through voluntary contributions, dues, bequests, and other gifts and in any other manner approved by the Executive Board.

(13) Audit: The Executive Board shall cause the records and books of account of the Society to be audited at such times as it may deem necessary or appropriate.

(14) Earnings: No part of the net earnings of the Society shall inure to the benefit of any private individual.

ARTICLE (IX) DISSOLUTION

(1) Dissolution: Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Society, dispose of all the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations, which are then qualified as exempt within the meaning of Section 501(c)(6) or Section 501(c)(3) (but only if the purposes and objective of such organization(s) are similar to the purposes and objectives of the Society) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law), as the Executive Board shall determine.

ARTICLE (X) AMENDMENTS

(1) Amendments: This Constitution and Bylaws may be amended at any time and from time to time in any manner prescribed or permitted under the articles of incorporation. Adoption of an amendment requires an affirmative vote of two-thirds of the General members and Fellows of the Society present at the business session of the general membership meeting, or at a special meeting of the Members where the amendment or amendments are to be considered.

(2) Process: Proposed amendments or an amendment to this Constitution and Bylaws may be initiated by the Executive Board or may be initiated by a petition from any fifty Fellows and/or General members. The Executive Board shall distribute, or have distributed, any proposed amendment or amendments in writing or through electronic means to the Members thirty days prior to the vote at the general membership meeting or at a special meeting where the amendment or amendments are to be considered.

ARTICLE (XI) Action Authorization Without a Meeting

A conference among the Executive Board by telephone or video conference where the Executive Board may simultaneously hear each other during the conference constitutes a meeting of the Executive Board, if the same notice is given of the conference as would be required for a meeting, and if the number of members participating in the conference is a quorum. If an issue is not resolved after such a conference call, it may be resolved by a vote of a majority of the members of the Executive Board by electronic means, such as e-mail.

Meetings of the society members and fellows may be held virtually at the direction of the Executive Board.

Approved October 2022