BY-LAWS OF THE WORLD ASSOCIATION FOR
CHINESE BIOMEDICAL ENGINEERS
CHINESE BIOMEDICAL ENGINEERS
ARTICLE 1: NAMEThe name of this organization shall be The World Association for Chinese Biomedical Engineers (WACBE, and 世界華人生物醫學工程協會 in Chinese), hereafter referred to as "The Association".
ARTICLE 2: INCORPORATIONThe World Association for Chinese Biomedical Engineers (WACBE) is a nonprofit professional society. The Association was established in 2004 under the auspices of the Asian American Institute for Research and Education. The Asian American Institute for Research and Education is a nonprofit organization in the Commonwealth of Pennsylvania, established on July 17, 1997. It is expected that as the Association matures, it would seek independent registration.
ARTICLE 3: MISSIONSThe missions of The Association are: (1) to network the world-wide Chinese professionals and students in the field of biomedical engineering; (2) to promote basic and translational research in the field; (3) to encourage students to become biomedical engineers; (4) to facilitate the professional and career development of its members; (5) to promote cooperation among and between industrialists and academics; and (6) to establish a spirit of international cooperation in biomedical engineering.
ARTICLE 4: MEMBERSHIP
Section 1. Qualifications and Nominations of MembersThe membership of The Association shall consist persons who are interested in furthering the objectives of The Association, each of whom shall be referred to herein as a Member. Membership are expected to consist primarily of, but not be limited to, persons of Chinese descent. Membership in The Association shall be open to any individual working in the field of biomedical engineering, and to other contributors to the field of biomedical engineering. Nominees for membership shall be proposed by a Member of The Association and approved by the Membership Committee. Conferment of memberships will be announced at the end of each year.
Section 2. Active Members and Inactive MembersThe membership shall have two classes, which shall be referred to herein as Active Members and Inactive Members. Any Member who is current in his/her payment of annual membership dues, as determined by the Finance Committee, shall be an Active Member. Any Member who is in arrears in his/her payment of membership dues for a period of two fiscal years, as determined by the Finance Committee, or who is the subject of a pending investigation into formal charges filed against him/her in accordance with Article 4, Section 5 herein, shall be deemed an Inactive Member. An Active Member who requests to be made an Inactive Member due to illness or other reasons judged acceptable by the Council shall be made an Inactive Member for an indefinite period. Inactive Members may not nominate new Members, vote or hold any office in The Association. An Inactive Member may be reinstated as an Active Members by either paying all past and current dues, or by decision of the Council and subject to the conditions set forth by it. Any Member who is in arrears in his/her payment of membership dues for a period of three years or more shall be subject to disciplinary procedures in accordance with Article 4, Section 5 herein.
Section 3. Types of Active MembersActive Members shall be categorized as follows:
- Founding Member: A member who was admitted to the Association before 31 December 2005 and elected by the Membership Committee (Article 7, Section 4).
- Regular Member: A member with an established professional reputation in any fields of biomedical engineering.
- Student Member: A student is defined as an individual who is enrolled full time in any accredited educational institution and is not employed full time.
- Life Member: A member who has paid the life membership fee as specified by the Council.
- Corporate Member: A company or corporation that has been specified by the Council.
- Honorary Member: An individual may be offered Honorary Membership with unanimous approval by the Council.
- Member Emeritus: An individual who is a Member of The Association and has retired from full-time employment may seek the status of Member Emeritus, subject to the Council's approval.
Section 4. Membership DuesThe dues for the various classifications of membership shall be determined annually by the Council upon its consideration of the recommendations of the Finance Committee. A newly elected Member shall pay his/her dues upon election to membership, and shall not be entitled to the privileges of membership until such dues have been paid. Following the initial year of membership, annual dues shall be due and payable by the 31st day of January of each year. Proration of membership dues shall not be allowed.
Section 5. Discipline of MembersMembers shall perform all duties for The Association, as well as conduct their own professional activities in an ethical and professional manner. An Active Member may recommend any Member to the President of The Association for disciplinary action for conduct inconsistent with the purposes of The Association. All such charges shall be submitted to the President in writing. The President shall refer all matters of discipline to the Council, which shall notify the Member in question in writing and secure statements concerning the matter from the complainant and from the Member in question. Upon completion of the Council's investigation, by a majority vote, the Council may reprimand, suspend, or expel the Member for: (1) violation of the regulations of The Association, including failure to pay membership dues for a period of three years or more, (2) conduct inappropriate for membership in The Association, or (3) criminal conviction in a court of law; provided, however, in the case of a pending expulsion, the Member shall be notified in writing and granted a hearing before the Council not sooner than 30 days, but not later than 90 days, following such notification. Furthermore, expulsion shall require a confirmatory vote of two-thirds return ballot of the Active Members. No part of the annual dues or the life membership dues shall be refundable upon suspension or expulsion from The Association.
Section 6. ResignationAn Active Member may resign from The Association at any time by notifying the Council in writing. No part of the annual dues or the life membership dues shall be refunded upon resignation from The Association. A resigned member whose earlier resignation is not related to any disciplinary issues may apply for membership again by going through all the regular application procedures.
Section 7. Membership MeetingsThe membership of The Association shall hold a biannual meeting (the "Biannual General Assembly") in conjunction with the Council Meeting. If at all possible, these Biannual General Assemblies should also concur with the WACBE World Congresses on Bioengineering. Other meetings of The Association may be held at such times and places as may be determined by the Council. Notice of the time and place of such meetings shall be sent to all members of The Association at least four (4) weeks in advance. Eight (8) active Members shall constitute a quorum for the transaction of business. These membership meetings shall be chaired by the President. In the absence of the President, the President-Elect or a Council member appointed by the President shall preside the meeting.
ARTICLE 5: AFFILIATED SOCIETIESA society with activities relevant to the area of biomedical engineering can be nominated by the Council to be an Affiliated Society of The Association. Such nomination will need to be formally approved by a majority of the return ballots from active members at a biannual general meeting, or by paper or electronic ballot.
ARTICLE 6: COUNCIL
Section 1. PowersThe property, business, and affairs of The Association shall be managed and controlled by the Council, and subject to the restrictions imposed by law, the Articles of Incorporation and the By-Laws of the Association. The Council shall exercise all of the powers of The Association.
Section 2. NumberThe Council shall consist of at least fifteen (15) members, which shall be those persons holding the following positions in The Association: President, Immediately Past President, President-Elect, Secretary, Secretary-Elect, Treasurer, Treasurer-Elect, Chairperson of the immediately past World Congress, Chairperson of the coming World Congress, and six (6) Councilors. The number of members of the Council may be increased or decreased (provided such decrease does not have the effect of shortening the term of any incumbent member) from time to time by amendment of the By-Laws in accordance with the provisions of Article 11, provided that the number of the Council members shall never be less than three (3). An individual may not hold more than one (1) position on the council at a time.
Section 3. CouncilorsThree (3) Councilors shall be elected every other year by mail ballot to serve for a period of four years and shall assume office on the 1st day of January of the following year.
Section 4. TermEach member of the Council shall hold office until his/her successor has been elected and qualified, or until his/her earlier death, resignation, or removal.
Section 5. RemovalA Council member may be removed from office, with or without cause, by the affirmative vote of three-fourths (3/4) or more of the other Council members or the Active Members.
Section 6. Meetings of the CouncilThe Council may hold meetings, maintain an office, and keep The Association's books and records at such place or places as the Council may from time to time determine.
Section 7. Council MeetingsAn annual meeting of the Council ("Council Meeting") shall be held at such time and place as shall be designated from time to time by resolution of the Council, for the purpose of transacting such business as may be properly brought before such Council Meetings. Notice of Council Meetings shall be required, following Article 6; Section 10.
Section 8. Special MeetingsSpecial meetings of the Council ("Special Meetings") shall be held at such times and places as shall be designated from time to time by the President, by the written request of any two (2) Council members, or by the Secretary. Notice of Special Meetings shall be required, following Article 6; Section 10.
Section 9. Informal SessionsInformal sessions can be called by the President. These informal sessions are meant to be for consultation purposes. No formal quorum is required for such informal sessions. Confirmed notes of these sessions are for information purposes. These notes should be made available to all Council Members as soon as they are confirmed by the majority of those present.
Section 10. Notice of MeetingsThe Secretary shall give notice of the time and place of each Council Meeting and Special Meeting to each Council member in person, or by mail, telegraph, telephone, fax, or email at least fifteen (15) days prior to such meeting. Unless otherwise indicated in such notice, any and all matters pertaining to The Association's purposes may be considered and acted upon at such meeting. At any meeting at which every Council member shall be present even without notice, any matter pertaining to The Association's purposes may be considered and acted upon.
Section 11. QuorumFive (5) active Council members shall constitute a quorum for the consideration of any matters pertaining to The Association's purposes. If at any meeting of the Council there is less than a quorum present, a majority of those present may adjourn the meeting. The act of a majority of Council members present at a meeting with a quorum present shall be the act of the Council, unless the act of a greater member is required by law, the Articles of Incorporation, or these By-Laws.
Section 12. VotingA Council member may vote in person or by proxy executed in writing by him/her. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, or unless otherwise made irrevocable by law.
Section 13. Conduct of BusinessAt council meetings, matters pertaining to The Association's purposes shall be considered. At all council meetings, the President shall preside, and in the absence of the President, the President Elect or a Council member appointed by the President shall preside the Council. The Secretary of The Association shall act as secretary of all meetings of the Council, but in the absence of the Secretary, the President may appoint any person to act as secretary of the meeting. The President shall determine the order of business and the procedure at the meeting.
Section 14. Compensation of Council Members' ExpensesPersons serving as Council members shall not receive any salary or compensation for their services as Council members; provided, however, that nothing contained herein shall be construed as precluding any Council member from receiving compensation in a reasonable amount for personal services rendered (other than services rendered as a Council member) that are reasonable and necessary in carrying out The Association's purposes as the Council may from time to time determine. A Council member shall be entitled to reimbursement for reasonable expenses incurred by him/her in carrying out his/her duties as a Council member.
Section 15. Representation of Affiliated Societies in the CouncilAn Affiliated Society will be invited by the Council to send a representative to join the Council as member for a period of two (2) years for the purpose of enhancing collaboration between The Association and the affiliated society.
Section 16. Executive Committee of the Council and its MeetingThe Executive Committee shall consist of the President, Immediately Past President, President-Elect, Secretary, and Treasurer. Meetings of the Executive Committee shall be called by the President whenever deemed necessary to deal with any matters delegated to the Executive Committee by the Council. The quorum of the Executive Committee meeting shall be 3.
ARTICLE 7: COMMITTEES
Section 1. EligibilityFounding Members, Regular Members and Life Members shall be eligible for election or appointment to the committees of The Association.
Section 2. Nominating CommitteeFour (4) Members of The Association who hold no other elective office shall be elected by mail ballot six (6) month before the election year from a list of eight candidates to be nominated by the existing Nominating Committee and voted upon by the membership to join the Nominating Committee. The four nominees who receive the highest number of votes shall be declared elected. The Nominating Committee shall be chaired by the Immediately Past President. Nominating Committee members shall assume their responsibility on January 1 immediately following the year of their election for a two-year term. It shall be the responsibility of the Nominating Committee to notify and nominate potential candidates for elected offices of The Association.
In the election year, the Chairperson of the Nominating Committee shall call for nominations from the membership for candidates for elected offices in The Association. Nominations shall be closed within one month after the call to allow the Nominating Committee sufficient time to propose an official ballot and provide the nominees with brief curriculum vitae for each of the offices vacated. It shall be the responsibility of this committee to determine the eligibility of the nominees and ascertain that the nominees are willing to serve. For each position to be filled, the ballot shall contain at least one nomination by the Nominating Committee, as well as a space for one write-in candidate. The Nominating Committee shall present its proposed ballot to the Council for final review and approval prior to submission to the membership for the election of officers. The Council may amend the proposed ballot by making no more than one additional nomination to each office. The Secretary shall forward the official ballot to all Active Members for a vote by mail. Active members shall return his/her ballot within 30 days of the issuing date of the ballots. The ballots shall be opened by the Secretary in the presence of at least one other Council member or person designated in writing by a Council member. The results of the election shall be tabulated and announced by the President within 30 days of the closing date of the ballots.
Section 3. Finance CommitteeThe Finance Committee shall consist of the Treasurer, the Immediate Past Treasurer, Treasurer-Elect and two (2) members appointed by the Council. The Treasurer of The Association shall serve as Chairperson. The Finance Committee shall be responsible for (i) collecting membership dues, (ii) maintaining an accurate list of those Members who are in arrears in payment of dues and advising the Council of any Member who is in arrears for a period of two years. (iii) preparing and submitting to the Council an annual recommendation for the amount of membership dues, (iv) monitoring the finances of The Association, and (v) advising the Council on matters of raising revenue and fiscal policy. As Chairperson of the Finance Committee, the Treasurer shall present a financial report at each Biannual Meeting and Council Meeting.
Section 4. Membership CommitteeThe Membership Committee shall consist of the Secretary, the Immediate Past Secretary, Secretary-Elect and at least two (2) additional members appointed by the Council. The Secretary of The Association shall serve as Chairperson. The Membership Committee shall organize international and regional membership drive activities, review and approve membership applications, review and present the record of problems with Members for possible Council action or expulsion, and work closely with the Council in updating membership profiles and publishing the membership directory. The Membership Committee shall also identify and recruit individuals with special scientific and technical expertise by nominating them for membership in The Association.
Section 5. Congress Organizing CommitteeThe Congress Organizing Committee for the incoming WACBE World Congress on Bioengineering shall be formed by the Congress Chairperson, who is designated by the Council. The Congress Organizing Committee shall regularly report to the Council about the status of the Congress.
Section 6. Other CommitteesOther committees may be designated and members appointed by a resolution adopted by the Council, or by the President if authorized by a resolution of the Council or by these By-Laws. Membership of such committees may, but need not, be limited to Council members.
Section 7. Procedures; MeetingsAny committee created by the Council or the By-Laws of the Association, unless otherwise expressly provided herein, shall (i) have a chairperson designated by the Council, (ii) fix its own rules or procedures, (iii) meet at such times and at such a place or places as may be provided by such rules or by resolution of such committee or resolution of the Council, and (iv) keep regular minutes of its meetings and cause such minutes to be recorded in books kept for that purpose in the principal office of The Association and report the same to the Council at its next succeeding meeting. The affirmative vote of a majority of the members present shall be necessary for the adoption by it of any action, unless otherwise expressly provided in the committee's rules or procedures or the By-Laws or by the Council.
The Council may designate one or more Council members as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint the designated alternate Council member to act at that meeting in place of the absent or disqualified member.
ARTICLE 8: OFFICERS
Section 1. Number, Titles, and Term of OfficeThe officers of The Association shall consist of a President, a Secretary, a Treasurer, and such other officers and assistant officers as the Council may, from time to time, elect or appoint. Such other officers shall have such authority and responsibility as may be assigned to them by the Council. An individual shall not hold more than one (1) elective office at a time. Each elected office shall be filled by election by the Members each even year in accordance with Article 7, Section 2 herein. The term of office for each officer shall be two (2) years, except for the Secretary whose term shall be four (4) years, or until such officer's successor is duly elected and qualified; provided, however, each individual elected as President, Secretary, or Treasurer shall serve as President-Elect, Secretary-Elect, or Treasurer-Elect, (collectively the "Officers-Elect") respectively, for their respective 2 or 4 years period beginning on the 1st day of January following his/her election. On the 1st day of January following such periods, the individual elected shall assume the position to which he/she has been elected, and shall hold such office for their respective 2 or 4 years term accordingly, until his/her successor as been duly elected and qualified. The primary responsibility of the Officers-Elect shall be to serve as members of the Council. The term of office for those officers holding office at the time of adoption of these By-Laws shall end on the date his/her successor has been duly elected and qualified.
Section 2. RemovalAny officer or agent or member of a committee elected or appointed by the Council may be removed by the Council, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Election or appointment of an officer or agent or member of a committee shall not of itself create contract rights.
Section 3. VacanciesAny vacancy occurring in any elected office of The Association may be covered by the respective officer-elect serving in an acting capacity.
Section 4. Powers and Duties of the PresidentThe President shall be the Chief Executive Officer of The Association and shall preside at all meetings of the Council. Subject to the control of the Council the President shall have general executive charge, management, and control of the properties, business, and operations of The Association with all such powers as may be reasonably incident to such responsibilities; shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness, and other obligations in the name of The Association subject to the approval of the Council; and shall have such other powers and duties as may be designated in these By-Laws and as may be assigned to such officer from time to time by the Council.
Section 5. Powers and Duties of the TreasurerThe Treasurer shall have custody of all of The Association's funds and securities that come into such officer's hands. When necessary or proper, the Treasurer may endorse or cause to be endorsed, in the name and on behalf of The Association, checks, notes, and other obligations for collection and shall deposit or cause to be deposited the same to the credit of The Association in such bank or banks or depositories and in such manner as shall be designated and prescribed by the Council; may sign or cause to be signed all receipts and vouchers for payments made to The Association either alone or jointly with such other officer as may be designated by the Council; whenever required by the Council, shall render or cause to be rendered a statement of the cash account; shall enter or cause to be entered regularly In The Association's books to be kept by such officer for that purpose full and accurate accounts of all moneys received and paid out on account of The Association; shall perform all acts incident to the position of Treasurer subject to the control of the Council; and shall, if required by the Council, give such bond for the faithful discharge of such officer's duties in such form as the Council may require.
Section 6. Powers and Duties of the SecretaryThe Secretary shall keep the minutes of all meetings of the council in books provided for that purpose; shall attend to the giving and serving of all notices; shall organize the Council Meeting and all Council meetings; in furtherance of The Association's purposes and subject to the limitations contained in the Articles of Incorporation, may sign with the President in the name and on behalf of The Association and/or attest the signatures thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments of The Association; shall have charge of The Association's books; records, documents, and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Council may direct, all of which shall be open at reasonable times to the inspection of any Member upon application at The Association's office during business hours; and shall in general perform all duties incident to the office of Secretary subject to the control of the Council.
ARTICLE 9: MISCELLANEOUS PROVISIONS
Section 1, Fiscal YearThe Association's fiscal year shall be calendar year.
Section 2. LogoThe Association's logo, if any, shall be such as may be approved from time to time by the Council. The use of the logo outside the context of The Association's regular functions and activities will need to be authorized by the President.
Section 3. Notice and Waiver of NoticeWhenever any notice is required to be given by mail under the provisions of these By-Laws, such notice shall be deemed to be delivered when deposited in the mail in a sealed postpaid wrapper addressed to the person or Member entitled thereto at such person's post office address, as such appears in the records of The Association, and such notice shall be deemed to have been given on the date of such mailing. A waiver of notice 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 notice.
Section 4. ResignationsAny Council member or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly requested in the resignation.
Section 5. Action Without a Meeting by Council or Committees; Tele-meetingsAny action required by law or the By-Laws of the Association to be taken at a meeting of the Council, or any committee, or any action which may be taken at a meeting of the Council, or of any committee thereof may be taken without such a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Council, or members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting. Subject to the requirements of law for notice of meetings, unless otherwise restricted by the Articles of incorporation or these By-Laws, members of the Council, or members of any committee may participate in and hold a meeting of such Council, or committee, as the case may be, using telecommunication media, by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
ARTICLE 10: INDEMNIFICATION OF COUNCIL MEMBERS AND OFFICERSThe Association shall have the power to indemnify (which shall include, without limitation, advancing reasonable expenses) any person who is or was a Council member, officer, employee or agent of The Association (or any person who is or was serving at the request of The Association as a Council member, director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise) to the fullest extent required or permitted by applicable law. In addition, The Association shall have the power to indemnify (which shall include, without limitation, advancing reasonable expenses) to the fullest extent permitted by law such other persons as the Council may determine form time to time. The Association shall have the power to purchase and maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not The Association would have the power to indemnify such person under the forgoing provisions.
ARTICLE 11: AMENDMENTSAdoption, alteration or repeal of the By-Laws may be moved at any meeting of the Council provided that the Council members are advised of the substance of the motion in writing 20 days before the meeting. Amendments may be proposed by any Regular or Life Regular Member at least three months before the Council Meeting. Upon a favorable vote of two-thirds of Council present, the motion shall be submitted to the membership at large by mail ballot. Final passage shall require a three-fifths majority vote of the Regular Members responding within 30 days after submission.