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ASFA Bylaws
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Article I
Article II
Article III
Article IV
Article V
Article VI
Article VII
Article VIII
Article IX
Article X
Article XI
Article XII
Article I – Name and Purposes
Section 1. Name
The Corporation shall be known as the AMERICAN SOCIETY FOR APHERESIS
(hereinafter the "Society").
Section 2. Purposes
The purpose for which the Society is organized is exclusively education, scientific, and
charitable and more specifically are to:
Promote research pertaining to the study of Apheresis therapy for patients and to the study
of the care and management of Apheresis donors;
Promote the training and use of Apheresis technology for the preparation of blood
components and their clinical application;
Promote the opportunity for the exchange of experiences and options regarding the study of
Apheresis through discussions, presentations and publications and to conduct and cooperate
in courses of study in Apheresis;
Serve as a resource to provide consultation on problems in the practice of Apheresis and to
assist accreditation and regulatory agencies in the formulation of standards and regulations in
the field of Apheresis;
Engage in any and all lawful activities that may be incidental or reasonably related to any of
the foregoing purposes, and to have and exercise all of the powers and authority now or
hereafter conferred upon not for profit corporations under the laws of the State of Illinois.
Notwithstanding the foregoing or any other provision of these Bylaws:
a. This Society is organized and shall be operated exclusively for the educational, scientific
and charitable purposes described above and no part of the net earnings of the Society shall
inure to the benefit of, or be distributable to, its directors, officers, or other private persons,
except that the Society shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance of the purposes
set forth above.
b. The Society shall not devote any significant effort, time or resources to propaganda, nor
shall it participate in any political campaign on behalf of any candidate for public office.
c. The Society shall not carry on any other activities not permitted to be carried on (a.) by a
corporation exempt from federal income tax under Section 501(c)(3) of the Code or the
corresponding provision of any future United States Internal Revenue statute or (b.) by a
corporation, contributions to which are deductible under Section 170(c)(2) of the Code or
the Corresponding provision of any future United States Internal Revenue Statute.
In the event of the dissolution of the Society, the Board of Directors shall, after paying or
making provision for the payment of all of the liabilities of the Society, dispose of all of the
remaining assets of the Society (except any assets held by the Society upon condition
requiring return, transfer or other conveyance in the purposes of the Society in such manner,
or to such organization or organizations organized and operated exclusively for charitable,
religious, educational, literary or scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(c)(3) of the Code or the corresponding
provision of any future United States Internal Revenue statute, as the Board of Directors
shall determine). Any of such assets not so disposed of, shall be disposed of by the court of
general jurisdiction of the county which the principal office of the Society is then located,
exclusively for such purposes in such manner, or to such organization or organizations
which are organized and operated exclusively for such purposes, as said court shall
determine.
Article II – Offices
The Society shall have and continuously maintain in the State of Illinois a registered office
and agent but may have such other offices within or without the State of Illinois as the
Board of Directors may from time to time determine.
Article III – Membership
Section 1. Membership: Classes, Qualification, ElectionMembership in the Society shall consist of three classes: Individual, Associate and Honorary.
a. Individual Membership: Individual membership shall be limited to physicians,
technologists, nurses, scientists, donor recruiters and other hemapheresis personnel actively
working in the field of apheresis to provide patient or donor services and/or perform
research. Individual members shall have the right to vote at all meetings of the Society.
technologists, scientists and other individual actively participating in the field of
hemapheresis or who have demonstrated a sincere and significant interest in the field of
hemapheresis, and who manufacture, distribute, or sell or are in the employment of
corporations who manufacture, distribute, or sell apheresis equipment or supplies. Associate
members are voting members of the Society but are not eligible for committee chair
appointment.
made significant contributions or performed outstanding services to the Society and have
retired from the practice of hemapheresis. Election to honorary membership shall be by a
vote of a majority of the Board of Directors. Honorary Membership carries all privileges of
membership except subscription to the Journal.
Individual and associate members shall pay annual membership dues established by
resolution of the Board of Directors. Honorary members shall not be required to pay
membership dues. When any member shall be in default in the payment of dues for a period
of three (3) months from the beginning of the period for which such dues become payable,
his/her membership will be terminated if not paid within 6 months.
An annual business and scientific meeting of the Society shall be held at such time and place
as shall be determined by the Board of Directors of the Society. Scientific presentations shall
be made by members and /or guests; members shall elect such Directors to replace
Directors whose terms of office have expired, and conduct such other business as is
necessary and appropriate. The proceedings of the annual business meeting shall be recorded
and published in an appropriate form.
The act of the majority of the voting members present at a duly called meeting at which a
quorum is present shall be the act of the members of the Society, unless the act of a greater
number is required by law or these Bylaws.
Ten percent (10%) of the voting members of the Society shall constitute a quorum for the
transaction of business at any duly called meeting of the Society, provided that if less than a
quorum is present, a majority of the Society may be called at the request of the President, or
any group of seven (7) Directors, or one-third of the voting members of the Society. The
person or persons calling any special meeting of the members of the Society may fix any
place as the place for holding such special meeting.
Notice stating the place and time of all annual meetings shall be given not less then forty-five
(45) days prior thereto by written or printed notice delivered personally by regular mail or
sent by electronic mail (e-mail) to each member at his or her address as shown in the records
of the Society. Notice stating the place, time, and purpose(s) of all special meetings shall be
given not less than five (5) days prior thereto by written or printed notice delivered
personally or by regular mail or sent by FAX or electronic mail (e-mail) to his or her address
or as shown in the records of the Society. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed addressed envelope, with
postage thereon prepaid. If notice is given by FAX, such notice shall be deemed delivered
when the FAX message is sent. If notice is given by electronic mail (e-mail), such notice shall
be deemed delivered when the message is sent or left the Society's outbox.
The Board of Directors reserves the right to remove any member whenever in its judgment
the best interests of the Society would be served thereby.
Any member may withdraw from membership at any time by giving notice to the Board of
Directors, the President, or the Society. Such resignation shall take effect at the time
specified therein but shall not relieve the individual of his obligation to pay dues,
assessments or any other charges incurred prior to resignation.
Article IV – Board of Directors
Section 1. General PowersThe property and affairs of the Society will be managed by the Board of Directors.
The number of directors shall be twelve (12).
a. Qualifications, Composition: Each Director shall be a member in good standing of the
Society. Not fewer than four (4) Directors, shall be Physicians; not fewer than four (4)
Directors shall be Allied Health Professionals (non-physicians). In addition to the twelve
(12) voting members of the Board of Directors, the Editor-In-Chief of the Journal of
Clinical Apheresis shall be an ex-officio, ad-hoc, non-voting member of the Board.
b. Election, Tenure: Directors shall be elected by the members at each annual meeting of the
Society to serve a term of three (3) years and until his or her successor shall have been
appointed and qualified. Terms shall be staggered where possible, so as to permit election of
four or fewer new Board members each year. Directors shall serve consecutively no more
than two three-year terms. Director terms of the elected officers of the Society may be
extended to accommodate their terms as officers. Newly elected officers shall take office
upon the adjournment of the annual meeting at which they are elected.
The Board shall meet annually in conjunction with the annual meeting of the members or at
such place as shall be determined by the Board of Directors of the Society to appoint
committees, to set the time and date of future annual meetings of the membership, and to
transact such other business as it deems necessary or appropriate. The Board of Directors
may provide by resolution the time and place for the holding of additional regular meetings.
Special Meetings of the Board of Directors may be called by or at the request of the
President or of any group of seven (7) Directors. The person or persons calling any special
meeting of the Board of Directors may fix any place as the place for holding such special
meetings. Special meetings may take place by conference call.
Notice of any regular meeting of the Board of Directors shall be given at least fourteen (14)
days prior thereto, by written or printed notice delivered personally or by regular mail or
electronic mail (e-mail) to each Director at his or her address as shown in the records of the
Society. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope so addressed, with postage thereon. If notice is given by
FAX, such notice shall be deemed delivered when the FAX message is sent. If notice is
given by electronic mail (e-mail), such notice shall be deemed delivered when the message is
sent or left the Society's outbox. Any Director may waive notice of such meeting except
where another Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purposes of any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such meeting
unless otherwise specified by these Bylaws. In the event that the meeting is to take place by
conference call, the above considerations apply except that the notice shall be three (3)
business days rather than fourteen (14) days and the notification must be by FAX, electronic
mail (e-mail) or by telephone call with the Director.
A majority of the Board of Directors (seven) shall constitute a quorum for the transaction of
business at any duly called meeting of the Board.
The act of a majority of the Directors present at a duly called meeting, shall be the act of the
Board of Directors, unless the act of a greater number is required by law, or these Bylaws.
Roberts Rules of Order shall govern the conduct of all meetings.
Any vacancy occurring in the Board of Directors, including any vacancy created by reason of
an increase in the number of directors, shall be filled by the Board of Directors. The filling
of such vacancies shall be undertaken as soon as practicable. A director appointed to fill a
vacancy shall serve the unexpired term of his or her predecessor in office, and a Director
elected to fill a new Directorship shall serve until the adjournment of the next annual
meeting of the Board and until his or her successor shall have been elected and qualified.
Directors shall not receive any remuneration for their services as directors. However, the
Board of Directors may authorize reimbursement of reasonable expense for attendance for
any meeting of the Board or activities on behalf of the Board. Nothing here in shall be
construed to preclude any Director from serving the Society in any other capacity and
receiving reasonable compensation therefore.
Any action which is required by law or the Articles of Incorporation of the Society or these
Bylaws to be taken at a meeting of the Board of Directors, or any other action which may be
taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in
writing, setting forth the action taken, shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof. Any such consent signed by all of the Directors
shall have the same force and effect as a unanimous vote at a duly called and constituted
meeting of the Board of Directors.
Minutes taken at a meeting of the Board of Directors may be taken through the use of a
conference telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, provided that such members consent in
writing to the recording of such communications. Minutes of such a meeting will become
part of the official Society records. Participation in such a meeting shall constitute
attendance.
The Board of Directors shall be responsible for coordination of all fundraising activities
carried out by the Head Office in the name of the Society and for working with the Head
Office in soliciting funds from appropriate industries. The specific Board Liaison who will
oversee the fundraising efforts of the Head Office and who will report to the Board of
Directors shall be the Immediate Past-President.
Article V – Officers
Section 1. OfficersThe officers of the Society shall be the President, the President-Elect, the Vice President, the
Secretary, the Treasurer, and the Immediate Past President. All officers shall be elected from
among the members of the Board of Directors.
The officers of the Society shall be elected annually by the Board of Directors at its annual
meeting. If the election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as practicable. Each officer shall hold office for a term of one (1) year
and until his or her successor shall have been duly elected and qualified, or until his or her
death, resignation, or removal in the manner hereinafter provided. At least one (1) officer of
the Society shall be an Allied Health Professional (non-physician) and at least one (1) officer
of the Society shall be a physician.
Any officer elected by the Board of Directors may be removed from office by a vote of twothirds
of the entire Board of Directors, whenever in its judgment the best interests of the
Society would be served thereby.
A vacancy in any office may be filled or new offices created and filled by action of the Board
of Directors at any meeting of the Board. An officer elected to fill a vacancy shall serve for
the unexpired term of his or her predecessor, and an officer elected to fill a new office shall
serve until his or her successor shall have been duly elected and qualified, or until his or her
death, resignation or removal.
The President shall serve as the Chairman of the Board of Directors. He/ she shall be the
principal executive officer of the Society and shall in general supervise and direct all of the
business and affairs of the Society, subject to the direction and control of the Board of
Directors. The President may sign, with any other proper officer of the Society authorized
by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments
which the Board of Directors has authorized to be executed, except documents the
execution of which shall be expressly delegated by law, the Articles of the Society, these
Bylaws, or the Board of Directors to some other officer or agent of the Society. The
President shall, in general, perform all duties customarily incident to the office of President
and such other duties as may be prescribed from time to time by the Board of Directors.
The President-Elect shall succeed to the Presidency upon the expiration of the President's
term. The duties of the President-Elect will be delegated by the Board of Directors and
customarily will include organization of the annual meeting. The President-Elect shall be
prepared on assuming the office of President, to appoint chairpersons for standing
committees as well as provide charges for those committees.
The Vice-President shall assist the President in the discharge of the duties of the President as
the President may direct, and shall perform other duties as may be assigned by the Board of
Directors. In the event that the office of the President becomes vacant for any reason before
expiration of the President's term, the Vice-President shall succeed to the office of the
President for the remainder of the current term. In the absence of the President or in the
event of the President's inability or refusal to act, the Vice-President shall perform the duties
of the President and when so acting shall have all the powers and be subject to all the
restrictions upon the President.
The secretary shall be responsible for reviewing the minutes of the meetings of the Board of
Directors and, in general, shall perform all duties customarily incident to the office of
Secretary and such other duties as may be assigned from time to time by the President or the
Board of Directors.
The Treasurer shall be the principal accounting and financial officer of the Society and shall
have charge of and be responsible for the maintenance of adequate books of account for the
Society, and be responsible for the review of financial reports and performing other such
duties as from time to time may be assigned by the President or the Board of Directors. The
Treasurer shall be responsible for the preparation and presentation of the annual budget for
approval to the Board of Directors no later than the pre-convention Board Meeting.
The Immediate Past-President shall perform duties as may be assigned from time to time by
the President or the Board of Directors. The Immediate Past-President shall be the liaison
from the Board of Directors who will oversee the fund raising efforts of the Head Office
and report to the Board of Directors.
Article VI – Committees
Section 1. Eligibility for Committee MembershipOnly persons who are active members of the Society are eligible for appointment to
committees.
a. Composition. The Executive Committee shall consist of the officers of the Society.
Committee shall possess and may exercise the powers of the Board of Directors in the
management and direction of the operations, business, and affairs of the Corporation, except
as may otherwise be provided by law or these Bylaws.
said Committee upon three (3) days written notice delivered personally or sent by mail or by
e-mail to each committee member at his / her address as shown on the records of the
Society. A majority of the members of the Executive Committee shall constitute a quorum
for the transaction of business at any meeting and the act of a majority of the members
present in person at a meeting at which a quorum is present shall be the act of the Executive
Committee.
a. General Structure: The standing committees of the Society shall be committees for Allied
Health, Awards, Apheresis Applications, Organizing, Membership, Education, Public Affairs
and Advocacy, International Affairs, Certification, Communications, Bylaws, Abstract, and
Apheresis Physician Committee. Each standing committee will be composed of at least four
(4) members in good standing. Members of Standing Committees shall generally serve for a
term of three (3) years. The term shall be staggered such that as nearly as practicable, the
terms of one third of the committee members expire in any given year.
(1) Appointment. The President of the Society shall submit names, for Board approval, for
chairpersons of each standing committee. The committee chairperson shall submit names of
the members comprising the committee to the President. The committee chairperson shall
have the right to remove any member from the committee in the best interest of the Society.
(2) Chairman. One member of each committee shall be appointed chairman of the
committee by the President.
(3) Vacancies. Vacancies in the membership of any committee shall be filled by
appointments made in the same manner as the original appointments to that committee.
(4) Quorum and Manner of Acting. Unless otherwise provided in the resolution of the
Board of Directors establishing a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present and voting at a duly
called meeting at which a quorum is present shall be the act of the committee. Each
committee member shall have one vote.
recognition for the Allied Health Professionals and promote a forum for education,
consultation and scientific exchange. This committee will be responsible for the Allied
Health program for the annual meeting.
regarding the Society's bestowing awards (monetary or non-monetary) for service,
achievement, professional accomplishments, or any other purpose so designated by the
Board.
guidelines of operation and appropriately modify these guidelines with the rapidly evolving
science. After approval by the Board, these guidelines will be published in the official journal
of ASFA (Journal of Clinical Apheresis). The committee shall promote involvement of
ASFA in research activities related to apheresis.
next annual meeting of the Society.
retention of members of the Society.
of ASFA including, but not limited to audio / visual products, regional symposia, printed
education publications, basic apheresis classes, and apheresis classes.
public relations, and regulatory issues of apheresis and ASFA.
and relationships with international organizations interested in apheresis.
Hemapheresis Practitioner Examination in cooperation with the American Society for
Clinical Pathologists.
production of all publications of the Society, and the electronic dissemination of information
to the membership and the public.
needed and as recommended by the Board for approval by the Board in accordance with
existing Bylaws.
submitted for the annual meeting and awarding Abstract Awards.
responsible for all issues dealing with physician education, training, and competency
assessments/evaluations in the discipline of Apheresis Medicine at all levels of practice in
the graduate medical education and post graduate practice environments.
Special Committees are composed of any number of members as determined by need. These
committees are appointed by the President with approval of the Board. The terms of
members, unless specified otherwise, expire with the President's term.
This committee will consist of seven (7) members. Three of the members will be past
presidents: the immediate-past president, the past president (one year removed), and the past
president (two years removed). The other four members shall be selected from the
membership at large. The most immediate past president will always chair the committee.
The function of the committee will be to use any means available to obtain suggestions from
the membership for openings on the Board. The names of nominees shall be presented for
approval by the Board at least thirty (30) days in advance of the annual meeting.
The President of the Society may from time to time establish additional Ad Hoc Committees
as he / she deems advisable. The composition, size, purposes, and powers of any such
committee shall be as determined by the President but shall not exceed the duration of the
President's term.
Article VII – Contracts, Checks, Deposits and Gifts
Section 1. ContractsThe Board of Directors may authorize any officer or officers, 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. The Society shall have a bond for
the faithful discharge of it's duties in such sums and with such sureties as the Board of
Directors shall determine. The cost of such bonds or sureties may be paid from the funds of
the Society.
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,
agent or agents of the Society and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
All fund 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 Board of Directors may select.
The Board of Directors may accept, on behalf of the Society, any contribution, gift or
request for general purposes or for any special purpose of the Society.
Article VIII – Books and Records
The society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors.
Article IX – Fiscal Year
The Fiscal year of the Society shall begin on the first day of each new calendar year
and end the last day of that calendar year.
Article X – Waiver of Notice
Whenever any notice is required to be given under applicable law, or these 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.
Article XI – Indemnification of Directors and Officers
The Society shall indemnify, to the full extent permitted by applicable law, every officer anddirector of the Society and every former director or officer, and any persons who may have
served at the request or by the election or appointment by the Society as a director or officer
of another corporation, against expenses actually and necessarily incurred by them in
connection with the defense or settlement of any action, suit or proceeding in which they, or
any of them are made parties, or a party by reason of being or having been directors or a
director or officer of the Society or such other corporation, except in relation to matters as
to which any such director or officer or former director or officer or persons shall be
adjudged in such action, suit or proceeding to be liable for willful misconduct in the
performance of duty and to such matters as shall be settled by agreement predicated on the
existence of such liability. The term "expenses" shall include attorney's fees, court costs, the
expenses of investigation in preparation for and attendance at trial, and amounts of
judgements, fines and penalties, amounts paid at settlement, unless paid to the Society and
other expenses necessarily and reasonably incurred in connection with the defense or
settlement of any action, suit or proceeding.
The foregoing right of indemnification shall not be exclusive of any other rights to which
any office or director may be entitled and this indemnification shall be in addition to and not
in limitation of any other privilege or power of the Society to indemnify its offices and
directors.
The Society may purchase and maintain insurance on behalf of any person referred to in the
preceding paragraphs of this Article against any liability incurred by him in any such capacity,
or arising out of his status as such, whether or not the Society would have the power to
indemnify him against liability under provisions of this Article or otherwise.
Article XII – Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by atwo-thirds vote of the members present at any duly called and constituted regular or special
meeting of the Society, provided that the proposed change or changes shall have been
approved by the Board of Directors and notice of the proposed change or changes shall
have been submitted to the membership at least sixty (60) days in advance of any such
meeting. Notice of proposed change or changes may be submitted by postal mail or
electronic mail in compliance with the above time requirements.
