BY-LAWS
Section 1 – Membership and Membership Qualifications
There shall be one class of membership in the corporation. Members, and applicants for membership, must meet all of the following criteria:
A. Be a professional person who is actively teaching, practicing, or involved in research in the field of mineral metabolism;
B. Maintain high professional, moral, and ethical conduct;
C. Pay all dues, fees, and assessment established from time to time by the corporation.
Section 2 – Resignation and Termination
Any member may resign at any time by presenting his/her resignation to the Secretary of the corporation, who shall report such resignation to the Board of Directors at the next meeting.
The membership of any individual who fails to pay any dues, fees, or assessments by the last date upon which they are due, is automatically terminated as of that date. A subsequent tender by the individual of such dues, fees, or assessments may be accepted or rejected by the Board of Directors: acceptance of such a tender shall automatically reinstate the membership of the individual as of the date of acceptance.
The membership of an individual may be involuntarily terminated if an individual ceases to be actively teaching, practicing, or involved in research in the field of bone and mineral metabolism, or if an individual fails to maintain a high standard of professional, moral, and ethical conduct. Any such complaints about a member shall be addressed in writing to the President. The President shall present the complaint to the Board of directors, and the Board of Directors shall decide whether the question of involuntary termination shall be decided by the Board of Directors at one of its meetings, or by the members at a meeting of the corporation. The individual whose membership is being questioned shall be given notice of the complaint and of the meeting at which his/her potential termination is to be determined, at least 30 days in advance of the meeting. At such meeting, a three-fourths vote of all Board members is necessary for termination, or if the termination is to be determined by the corporation members, a two-thirds vote of all members present and voting (excluding the individual whose membership is in question) shall be necessary for termination.
Section 3 – Meetings of Members
There shall be an annual meeting of members, the time, place, and agenda of which shall be determined by the Board of Directors. The annual meeting shall take place not less than six months nor more than fifteen months after the preceding annual meeting.
The membership shall receive at least one month written notice of the meeting.
The annual meeting shall consist of an annual business meeting and may also include an educational program.
At any meeting of the corporation, 10 percent of the members of the corporation shall constitute a quorum for the conduct of the business. In years where no educational program is planned, it is anticipated that a quorum may not be present. If no quorum is present at any such meeting, business cannot be conducted and elections may not be held, except that any director whose term would otherwise have expired at that meeting, will be deemed to have been re-elected for an additional two-year term.
Special meetings may also be called for any purpose at any time, in the manner provided by Minnesota Statutes Section 317.22(3).
Section 4 – Elections
At the annual business meeting, the Board of Directors shall recommend the number of new directors to be elected, and shall nominate a candidate for each such directorship. Additional nominations may be made from the floor, for either the same directorship(s) for which the Board has already made nomination(s), or for an additional directorship, provided that the total number of directors may not exceed six. Elections shall be by ballot or acclamation, and a majority vote of all members present shall be necessary for election. If no majority is obtained, the candidate with the least number of votes shall be dropped from the ballot, and a second ballot or acclamation held. If only one nominee remains, such nominee must still obtain a positive majority of members present in order to be elected.
Section 5 – Board of Directors and Officers
The Board of Directors shall consist of not less than three nor more than six members. Except for the first election of directors, no member shall be eligible to be a director until he/she has been a member of the corporation for at least one year. Directors shall elect from their ranks a president, vice president, secretary, and treasurer. A director other than the president may hold two such offices.
At the first annual meeting, half or approximately half of the directors shall be elected for three-year terms, the remainder for two-year terms. Thereafter, unless specified otherwise by the Board, all directors shall be elected for two-year terms.
Section 6 – Duties of the Board of Directors
The Board of Directors shall be the administrative authority of the corporation and shall consider all of its activities, determine its policies, and manage its business.
In case of a resignation of a director, the remaining directors may select a person to fill the vacancy until the next election by members.
The Board of Directors shall set all dues, fees, and/or assessments.
Section 7 – Amendments
Proposed amendments to these By-Laws or to the Articles of Incorporation may be prepared by the Board or may be submitted in writing to the Board of Directors by any five members, not less than 60 days prior to a regularly scheduled or special meeting. A copy of such proposed amendments must be submitted by the Board of Directors to all members at least 30 days prior to the next annual or special meeting at which the proposed amendments will be voted upon. At that meeting, a three-fourths vote of those members present and voting is necessary for adoption.