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Bylaws

ARTICLE I - Name

The name of the association shall be the NORTH AMERICAN VASCULAR BIOLOGY ORGANIZATION (hereby referred to as NAVBO). NAVBO is a non-profit scientific organization with voluntary membership.

 

ARTICLE II - Purpose

The purpose of NAVBO shall be to promote, advance, and disseminate information and knowledge related to the scientific field of vascular biology and its interface with human medicine and pathology. These purposes shall be achieved primarily through the support of educational activities and scientific meetings.

 

ARTICLE III - Membership

Section 1. Eligibility. NAVBO shall consist of regular, trainee, corporate and honorary members. Membership in NAVBO shall be determined by criteria established by the Council, and in general, will be open to all scientists who share the stated purpose of NAVBO and who have demonstrated an interest in vascular biology. NAVBO does not discriminate on the basis of race, religion, gender, physical condition, or national origin. NAVBO membership is not restricted on the basis of geographic location.

All applications for membership must be submitted to the Council. A member is deemed to be in good standing if he/she is current with all dues and meets all standards, policies and procedures of the Organization. Any member with delinquent dues or who otherwise fails to meet NAVBO standards, policies, and procedures shall be duly notified in writing of such failure and may be dropped from membership if the failure is not corrected within a reasonable time period. Such decisions will be made by the Council. A member may resign at any time by written notification to the Council.

Section 2. Membership Categories.

(a) Regular Members. A regular member shall hold an advanced degree (M.S., M.D., Ph.D. or equivalent) or shall have experience in the field (e.g. research associates).

(b) Trainee Members. To be considered for trainee status, an applicant must be a candidate in good standing for a graduate degree, a resident, a postdoctoral fellow, or a fellow of an accredited organization. Applications from trainees shall be endorsed by a laboratory head, section chief, or department chair. Undergraduates and technicians with an interest or experience in vascular biology may also be nominated by a laboratory head, section chief, or department chair.

(c) Corporate Members. An association, corporation or institution desiring to support NAVBO may be invited to become a corporate member. Levels and dues within this category will be determined by NAVBO Council.

(d) Honorary Members. Membership may be conferred by the Council or by a Committee acting under charge of the Council. Honorary members do not have voting privileges nor are they obligated to pay dues.

Section 3. Rights and Privileges. All members in good standing shall have the right to sponsor abstracts and attend NAVBO meetings. Regular members of NAVBO shall have voting privileges.

Section 4. Dues. Annual dues for membership will be determined by NAVBO Council.

 

ARTICLE IV - Governance

The primary governing body of NAVBO shall be a Council, comprised of elected representatives from the membership. The Council shall establish the policies and procedures for NAVBO which will be specified in the by-laws. The President, Secretary/Treasurer and/or Executive Officer shall carry out the policies and procedures of the Organization, as directed by the Council.

Changes to the by-laws are subject to approval by the NAVBO membership. Voting by NAVBO membership may be conducted by mail or electronic ballot, and changes shall be approved if the following conditions are met: at least 30% of the NAVBO membership eligible to vote must vote and changes must be approved by a two- thirds majority.

 

ARTICLE V - Council

Section 1. Council. The Council shall consist of a President, President-Elect, immediate Past President, and 6 Councillors, all of whom are elected, voting members. The Chairs of Committees shall serve as nonvoting members. The Executive Officer shall be an ex-officio member with no voting rights.

Section 2. Duties. The duties of the Council are to carry out the by-laws of NAVBO. The Council shall meet no less than once a year at the direction of the President. The Council shall be a working group to promote NAVBO activities which may include: set the dates and location for NAVBO scientific meetings and invite other societies to join these meetings; establish liaisons and coordinate activities with other societies, such as the European Vascular Biology Society, the American Society of Investigative Pathology, the American Heart Association, and other organizations; consider for approval requests for membership and establish membership fees; review the annual operating budget and NAVBO finances; provide mechanisms for NAVBO elections; amend NAVBO by-laws as necessary; and consider other matters as deemed necessary by Council or NAVBO members.

Section 3. Officers.

(a) President. The President of NAVBO shall have overall responsibilities for NAVBO activities. The President shall preside over Council meetings and carry out other NAVBO activities as necessary. Initially, the President shall be elected by the membership and shall serve a one-year term. After the first year of NAVBO's existence, the President-Elect will serve as President, and this pattern will be followed in subsequent years.

(b) President-Elect. The President-Elect of NAVBO shall assist the President in NAVBO activities and shall serve in the absence of the President. The President-Elect shall be elected by the membership and shall serve a one-year term. The President-Elect will then progress to office of the President and serve a one-year term.

(c) The position of Secretary-Treasurer shall be appointed by the President with concurrence of the majority of the Council. The Secretary-Treasurer will serve as an ad-hoc member of the Council and will have responsibility for the financial records of NAVBO, maintaining records of NAVBO's public activities, maintaining an archive of NAVBO and International Vascular Biology Meeting activities and providing assistance to the Council and committees in writing grants.

(d) Past-President. The Past-President shall serve as a voting member of Council in the capacity of Past- President for one year following expiration of the term of President in order to provide continuity to the organization.

(e) Councillors. Each Councillor shall be elected by the membership for a three-year term. Terms of different Councillors shall be staggered, so that one-third of the Council is elected each year. An initial term length will be established by the Councillors themselves after the first election.

(f) Executive Officer and Office. An Executive Officer may be hired by the Council to carry out the daily activities of NAVBO, as directed by NAVBO Council. The Executive Officer will work with the Secretary/Treasurer on membership and dues. The Executive Officer shall coordinate scientific meetings with the Program Committee and Chair and shall facilitate publication of NAVBO newsletters and/or other materials. A central office may be established by the Council to carry out day to day activities of the Organization. The Executive Officer shall be a non-voting member of the Council.

Section 4. Elections. The President, President-Elect, and 6 Councillors will be elected members of the Council. The President and President-Elect shall serve one year terms while the Councillors shall serve three year terms. The President-Elect will normally succeed the President. Nominations for elected officers and Councillors shall be made by the Council and by write-in nominations from the NAVBO membership. Write-in nominations will be permitted where 5% of the NAVBO membership supports the nomination by signature. Elections will be held among the NAVBO membership, and a plurality of votes will determine election to a position. A hiatus of one year shall be required prior to re-election to the same office. In the case of the President, there must be a one year interval following the Past-President term prior to being eligible for nomination to the office of President. Nominations for Officers or Councillors who cannot fill the duration of their term will come from the Council. In the case where the President-Elect cannot serve as President, the Council will nominate candidates for President and President-Elect, and these offices will be subject to election by the NAVBO membership.

 

ARTICLE VI - Affiliation with Other Societies

NAVBO recognizes its relationship to other professional organizations sharing interests in specific aspects of vascular biology. At the determination of the Council, such organizations may be invited to co- sponsor NAVBO activities. Council members may be selected to serve as liaisons to other Societies to foster collegial interactions with these groups.

 

ARTICLE VII - Committees

Section 1. Standing Committees and Chairs. NAVBO will have the following standing committees: program, development, meritorius awards, and publications. Membership on the Committees and the Committee Chairs shall be appointed by the Council. Unless a Chair is an elected member of the Council, a Committee Chair will be a nonvoting member of the Council.

Section 2. Other Committees. The Council may establish Committees as needed.

 

ARTICLE VIII - Meetings

NAVBO will be the entity responsible for the organization of the International Vascular Biology Meetings when held in North America, and will participate as invitee, in the sponsoring and coordinating of this meeting in other international venues. NAVBO will coordinate and maintain a directory of vascular meetings. Notification of these vascular meetings shall be mailed to all NAVBO members. Announcements shall also be made in scientific journals, budget allowing. Sponsorship of scientific meetings shall be one of the major activities of NAVBO.

 

ARTICLE IX - Newsletter

NAVBO shall publish a newsletter which will provide communication among members and all associated societies concerning scientific meetings, programs, and other NAVBO activities. This newsletter shall serve as a primary source of communication among all associated societies.