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ARTICLE I.  NAME

The name of this corporation shall be Society of Breast Imaging, Inc.

ARTICLE II.  PURPOSES

The Society is organized and shall be operated exclusively for charitable, scientific and educational purposed as specified in Section 501 (c)(3) of the Internal Revenue Code, including, without limitation, the following: (a) to establish a society for the improvement and dissemination of breast imaging; (b) to improve the quality of medical education in the practice of breast imaging; (c) to foster research in all aspects of breast imaging; (d) to provide a medium for the exchange of ideas among radiologists involved with breast imaging; (e) to provide meeting for presentation and discussion of papers and the dissemination of knowledge in the area of breast imaging; (f) to establish a channel for publication of scientific reports in the field of breast imaging; and (g) to respond to media inquiries concerning breast imaging.  Its mission is to save lives through early detection, quality education, and trusted information provided to patients, physicians, and organizations worldwide.  The Society of Breast Imaging seeks to support, improve, and advance breast imaging through education, communications, membership and quality organization and governance and to provide a medium for an exchange of ideas among radiologists, technologists, and other support personnel in breast imaging.

ARTICLE III. SEAL

The Board of Directors may adopt and alter the seal of the Society.

ARTICLE IV. MEMBERSHIP

SECTION 1. CLASSES OF MEMBERSHIP

The classes of membership in the Society, and the criteria for admission to each class, shall be as stated below, as such may be amended from time to time.  Membership in this organization shall be of classes:  (1) General Member, (2) Active Fellows, (3) Members In-Training, (4) Emeritus Fellows, (5) Honorary Fellows, (6) Founding Members, (7) Retired Members and Fellows, (8) Affiliate Members.

SECTION 2. REQUIREMENTS FOR GENERAL MEMBERSHIP

General members shall include physicians and medical physicists who have an active interest in breast imaging. A physician is defined as any individual who is board certified/ board eligible in radiology or one of its branches recognized by the American Board of Radiology (ABR) or the American Osteopathic Board of Radiology (AOBR); and radiologists outside the United States and Canada and who are certified in radiology or eligible for such certifications are in good ethical standing in their respective countries. A medical physicists is any individual who poses an earned graduate degree in Physical or Biological Sciences, Computer Sciences, Mathematical Sciences, or Engineering from a college, university or program accredited by one of the organizations recognized by the Council on Higher Education Accreditation (or its successors); and medical physicists outside the United States and Canada with an equivalent foreign degree and abides by the countries certifying body's requirements for continuing education. There shall be no limit to the number of these members.  These individuals have the right to vote and hold offices in the Society and shall be subject to the dues and assessments as set forth in Article XIV, Section 1.

SECTION 3. REQUIREMENTS FOR ACTIVE FELLOWS

A Fellow shall at the time of application to join and at all times thereafter fulfill all the following requirements: (a) Be a diplomat of the American Board of Radiology or other equivalent board as determined by the Board of Directors. (b) Exhibit demonstrated excellence in the discipline of breast imaging by having (i) authored publications on clinical or research aspects of breast imaging, (ii) been recognized as a teacher in the area of breast imaging,  and/or (iii) been recognized for clinical expertise in breast imaging at the regional or national level.  An objective scoring system is used for accessing applications for Active Fellow status. Active Fellows shall have the same rights as General Members, may hold office, and shall be subject to the dues and/or assessments and obligations as set forth in Section 2 of this Article. To apply for fellowship, a General Member must have been a General Member of the Society for at least one year and must request a minimum of at least two supporting letters from current Active Fellows in good standing. 

SECTION 4. REQUIREMENTS FOR MEMBERS IN TRAINING

Members in Training are those individuals who are board certified / board eligible and participating in a fellowship in breast imaging as documented by a letter from the director of the training program or who are physicians currently enrolled in a radiology residency program as documented by the program director.  Membership in training will be awarded for one fiscal year.  If the fellowship continues, a new letter will need to be submitted.  Members in Training shall have the same rights of General Members except the right to vote or hold office and are exempt from dues and assessments.

SECTION 5. REQUIREMENTS FOR EMERITUS FELLOWS

Fellows who have paid the specified regular dues for ten consecutive years or who, by reason of age, physical disability, retirement from active practice for at least one year, or who petition for such status or believe that active status no longer applies may request Emeritus status. The Board of Directors reserves the right to designate who shall be included in this category.  Emeritus Fellows are exempt from all dues and assessments. Emeritus Fellows shall not have the right to vote, hold office, or serve on committees, but they shall have all other privileges of membership. 

SECTION 6. REQUIREMENTS FOR HONORARY FELLOWS

Honorary Fellows include those individuals who have made outstanding contributions to breast imaging. Honorary Fellows shall receive a certificate of honorary fellowship. They shall be elected by a majority of the Active Fellows voting and shall remain members for life. They are exempt from all dues and assessments and have all rights of Active Fellows except the right to hold office and vote.

SECTION 7. REQUIREMENTS FOR FOUNDING MEMBERS

Founding Members shall be those radiologists who participated in the organization and founding of the Society and are the signatories of its original Bylaws: Carl J. D’Orsi, M.D.; Stephen A. Feig, M.D.; Marc J. Homer, M.D.; Harold Moskowitz, M.D.; Myron Moskowitz, M.D.; and Edward A. Sickles, M.D. They shall be recognized as such, and their function in the Society shall be that of Active Fellows, until such time as their member status may change.

SECTION 8. REQUIREMENTS FOR RETIRED MEMBERS AND FELLOWS

Retired membership and/or fellowship may be conferred by the Board of Directors upon notification from that member that he or she is fully retired (and no longer earning income) from the performance of service as a radiologist, medical physicist or a member of the affiliate member category and who, in their judgment, shall be relieved from the payment of dues.  Retired membership is available only to active members in good standing who have paid specified regular dues for ten (10) consecutive years.  Retired Members shall not have the right to vote, hold office, or serve on committees, but they shall have all other privileges of membership.  

SECTION 9. REQUIREMENTS FOR AFFILIATE MEMBERS

The Category of Affiliate Member in the Society of Breast Imaging is open to any individual who is in practice related to breast imaging science – to include radiologic technologists, sonographers, nurses, nurse practitioners, physician assistants, PhD researchers, statisticians, practice managers, radiologist assistants, and other individuals as the Board of Directors may deem appropriate. Affiliate members cannot vote in any society elections but may serve on committees if expressly desired by the Board of Directors and are otherwise eligible for all benefits that accrue to full members.  

SECTION 10. TERMINATION OF MEMBERSHIP

Members of the Society may be dropped for non-payment of yearly dues and/or assessments or for failure to maintain the qualifications for the class of Membership in which the Member is enrolled as determined by a majority vote of the Board of Directors.

Fellows must attend one Fellows meeting in three years or will be subject to termination of their Fellowship status, at which point they will become a general member in the Society. Circumstances and explanation of such failure may be reviewed by the Fellows Committee during the ensuing year and a recommendation made to the Board of Directors, which will decide by majority vote.

SECTION 11. REINSTATEMENT OF MEMBERSHIP AND FELLOWSHIP

A General Member dropped from the Society for nonpayment of yearly dues and/or assessments may immediately re-apply for membership at any time.

A Fellow who fails to meet the requirements specified in Section 10, Article IV will become a General Member.  The member may re-apply for Fellowship status without requiring any sponsors. 

ARTICLE V. OFFICERS

The officers shall consist of a President, a Vice-President, a Secretary/Treasurer, and immediate Past President.   To be eligible for election or re-election as an officer, the individual must be a fellow in good standing.

ARTICLE VI. ELECTION OF OFFICERS AND DIRECTORS

The officers shall be elected by the members at the biennial or annual meeting, or at a special meeting in lieu thereof, of the Society by majority vote of the voting members present at such meeting. Election shall be from a slate of nominees provided by the Nominating Committee. In addition, any fifteen (15) or more voting members present at a meetingtogether on a single petition, may make additional nominations. Election may be by a majority of the voting members present or of those members who vote electronically. If there is no contest for an office, the election shall be by voice vote. During Board transitions (due to expansion, contraction, or vacancies) between meetings, the Board of Directors shall appoint new Board members, in consultation with the nominating committee, at a time that is determined by the Board. Such appointments shall be voted on at the next annual or biennial meeting.

ARTICLE VII. POWERS & DUTIES OF OFFICERS

Each officer subject to these Bylaws and to the direction and control of the Board of Directors shall have such other duties and powers as are prescribed by law or as the Board of Directors may from time to time prescribe. The officers shall have the powers and perform the duties customarily belonging to their respective offices, including the powers and duties listed below:

SECTION 1. DUTIES OF PRESIDENT

The President shall be the presiding officer of the Society, Chair of the Board of Directors, a member of the Nominating Committee, and an ex officio member of all other committees.  He/she shall perform all of the duties which the Board may from time to time assign the President, and he/she shall appoint all chairs and members of committees, except for the Board of Directors, and representatives as necessary.

SECTION 2. DUTIES OF VICE-PRESIDENT

The Vice-President shall preside at such meetings as designated by the President.  In case the President shall be unable to perform his duties, the Vice-President shall act as President during such period of incapacity.  He/she shall be a member of the Board of Directors.  He/she shall be the Chair of the Education Committee and Chair of the Biennial or Annual Program Committee.

SECTION 3. DUTIES OF SECRETARY/TREASURER

The Secretary/Treasurer shall keep or cause to be kept a correct and permanent record of the annual proceedings of the Society.  He/she shall conduct correspondence; and shall perform all other duties that usually customarily apply to the office of Secretary/Treasurer.  Not later than three months after each meeting of the Board of Directors or members he/she shall cause to be printed and distributed to each member of the Board of Directors (and at his/her discretion, distributed to chairs of other committees) a summary of the minutes of such meetings, which shall include the reports of all officers and committees. The summary need not be verbatim but may be condensed and abridged. 

The Secretary/Treasurer shall collect, receive and be accountable for all funds of the Society and shall disburse from the treasury such funds only upon authorization of the Board of Directors.  He/she shall keep a complete and permanent record of the financial transactions of the Society.  He/she shall make a full financial report at the annual meeting of the Society, which shall be incorporated in the minutes of the meeting.

The Secretary/Treasurer shall be the custodian of the funds and securities belonging or accruing to the Society from dues, bequests, or other sources and shall keep full and accurate accounts of receipts and disbursements belonging to this Society, and shall deposit all moneys and other valuable effects in the name and to the credit of this Society in such depositories as may be designated from time to time by the Board of Directors.  He/she shall submit a financial report at the annual meetings of the Board of Directors.  The Secretary/Treasurer will oversee the budget process, along with the Board of Directors and the operating office.  An Audit Committee may help with financial tasks. 

SECTION 4. TERMS OF OFFICE

Except as otherwise provided by law, or by these Bylaws, each officer and each non-officer member of the Board shall be elected biennially (prior to 2014) or annually (after 2014) by the members and shall hold office until their respective successors are chosen and qualified. Elections will occur annually once full transition to an annual national meeting takes place in 2015. From 2015 forward, each officer and each non-officer member of the Board of Directors shall be elected annually by the members and shall hold office until the next annual meeting (a 1-year term). The one-year term may be renewed up to five times for a maximum of six (6) consecutive one (1) year terms (6 consecutive years maximum). No member of the Board of Directors nor any officer shall serve on the Board of Directors more than 6 consecutive years. During the transition years, some terms may differ from those outlined in these bylaws and are allowed by approval of the transition plan by the Board of Directors. Directors elected prior to 2014 may serve up to 8 years.

SECTION 5. RESIGNATIONS, VACANCIES, REMOVALS AND TRANSITIONS

A.  Resignation. Any officer may resign at any time by giving written notice of such resignation to the Society at its principal office or to the President or Secretary.  Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Secretary. 

B.  Removal. Any officer may be removed from office for cause by vote of two-thirds of the Board of Directors then in office, not counting the vote of an officer who is subject to the removal.

C.  Vacancies. Vacancies, with the exception of the office of President, occurring before the expiration of terms of office shall be filled by the Executive Board of Directors, and persons so chosen shall serve until the term expires. In the case of a vacancy of the office of the President, the Vice President shall fill that position. The Board of Directors reserves the right to elect a replacement for the office of the Vice President.

D. Transitions.  In times of transition that involves either increasing or decreasing the number of board members, a transition plan will be developed and approved by the Board by a two-thirds (2/3) vote and implemented in accordance with that policy.  During the transition years, some terms may differ from those outlined in these bylaws and are allowed by approval of the transition plan by the Board of Directors.                            

ARTICLE VIII.  COMMITTEES, COMMISSIONS, AND COUNCILS     

SECTION 1.  APPOINTMENTS

The President shall appoint the Chairs and members of all committees except the Board of Directors or as otherwise prescribed by the Bylaws.  The President shall serve as an ex-officio member (with vote) of all Committees.  The Board of Directors shall establish the following committees:

SECTION 2.  STANDING COMMITTEES

Standing Committee appointments and reappointments shall be in accordance with SBI policy.

(1)  Nominating Committee

(2)  Membership Committee

(3)  Fellows Committee

(4)  Bylaws Committee

(5)  Education Committee

(6)  Scientific Advisory Committee

(7)  Communications Committee

(8)  Other committees, as approved by the Board of Directors

         

ARTICLE IX. BOARD OF DIRECTORS

SECTION 1. POWERS AND DUTIES

The general management of the affairs of the Society shall be vested in a Board of Directors, (hereinafter referred to as “directors”).  The directors shall have authority for the general direction, management, and control of all the property, business and affairs of the Society, as further specified in Section 6.  It shall determine the duties, in addition to those fixed by these Bylaws, of all Society officers and agents.  It may, in its discretion, enter into an employment contract with any Society officer or employee.  As specified in this Article IX Section 4, the directors shall fix the time and place of meetings of the membership of the Society, as well as recommend membership dues for the ensuing year (see Article XIV, Section 1) which shall be consistent with the operational needs of the Society.

SECTION 2. COMPOSITION

The Board of Directors shall consist of at least five (5) and no more than nine (9) members, including the President, Vice-President, and Secretary-Treasurer, the most immediate Past-President of the Society, and the Chairperson of the Fellows, who shall be denoted as the specified directors.  At their discretion, the specified directors may, by vote, appoint up to four (4) additional directors. Each director must be a fellow in good standing.  The President shall be the chairperson of the Board of Directors. Except as otherwise herein provided, each director shall take office immediately upon being elected either at the annual or biennial national meeting or at a separate meeting by electronic means. Each director shall serve until his or her term expires, or until he or she otherwise vacates the position according to Article VII, Section 6.    

 SECTION 3. TERM OF OFFICE

Except as specifically indicated elsewhere, directors shall be in office for one year.   The one year term may be renewed up to five (5) times for a maximum of six (6) consecutive one (1) year terms (6 consecutive years maximum). During the transition years, some terms may differ from those outlined in these bylaws and are allowed by approval of the transition plan by the Board of Directors. Directors elected prior to 2014 may serve up to 8 years. 

 SECTION 4. MEETINGS

The annual meeting of the directors shall be held at such place and time as the directors may determine.  Other regular meetings shall be at such place and time as the directors may from time to time determine.  The directors shall meet at least twice a year.  Reasonable notice of the time and place of each meeting shall be given to each member of the Committee.  Special meetings may be called by the President or on the written request of at least a quorum of the directors.  Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors.  Such consents shall be treated for all purposes as a vote at a meeting.   Directors may meet and vote on Society matters electronically, such as by e-mail, or by telephone conference call.

 SECTION 5. QUORUM

A majority of the directors shall constitute a quorum at all meetings.  Voting at any meeting shall be by majority vote except as required by law, or these Bylaws.  Voting requirements shall be determined with reference to the number of directors then present and voting.  Meetings may proceed if no quorum is present, but all actions taken at such meetings require ratification by a majority of directors present at the next meeting that a quorum is present.

 SECTION 6.  DUTIES

The Board of Directors shall be responsible for the following:

A. Determination, coordination, and evaluation of the program of the organization

B. Establishment and dissolution of committees and task forces depending on priorities of the total organization

C. Representation of the organization in the community and maintenance of its relationship with other organizations

D. Finances of the organization, including establishing an annual budget

E. Membership policies and practices of the organization within the limits prescribed by these Bylaws

F. Selection and employment of the Executive Director of the organization

G. Review and resolution of intraorganizational issues and problems

H. All other business of the organization in the fulfillment of the organization’s purposes

ARTICLES X.  COMMITTEES

SECTION 1. NOMINATING COMMITTEE

The President and a minimum of two Active Fellows in good standing appointed by the President from the Board of Directors shall serve as the Nominating Committee in accordance with SBI policy.  The President shall serve as the chair of this committee.

 SECTION 2. MEMBERSHIP COMMITTEE

This committee is composed of a chair, nominated by the President and appointed by the Board of Directors, who must be an active fellow.  Additional members are appointed by the committee chair in consultation with the Society President and must be active fellows or members.   All members serve concurrently with the President.  This committee shall examine all requests for change of membership status.  In the event of dispute, applicants may appeal to the directors.  The committee will make recommendations to the directors regarding membership categories and will help develop retention and recruitment strategies.  The directors reserve the right to assign additional tasks to the Membership Committee.

The Membership Committee shall vote on any applications in question, rejecting or deferring any application which it considers not to comply with the requirements for membership.  The Membership Committee shall inform the existing members of the new members elected. 

 SECTION 3.  FELLOWS COMMITTEE

This committee shall be chaired by the Chairperson of Fellows. He/She is a Director of the Board of Directors and was designated for this position by the Board. The chair of the fellows’ term shall be one (1) year, renewable up to five (5) times for consecutive terms, for a maximum of six (6) consecutive one (1) year terms, exceptions during transition phase where terms may be up to 8 years.  The Chair shall select a minimum of two other Active Fellows in good standing to serve on the committee in accordance with SBI policy.

The Fellows Committee shall review and screen all individuals suggested for fellowship in accordance with the provision of Article IV of these Bylaws to assure that they fulfill the requirement for fellowship.

In addition, it shall be the duty of this committee to determine the character and scope of the scientific and business proceedings of the Fellows portion of the Society at each meeting. 

SECTION 4. BYLAWS COMMITTEE

The Bylaws Committee shall consist of the Immediate Past President, who shall be the Chairperson of the Committee, and a minimum of two Active Fellows in good standing appointed by the Board of Directors in accordance with SBI policy.  The Bylaws Committee may be called upon to interpret Bylaws where questions arise.  To this end, the Bylaws Committee shall have the right to select a parliamentarian to represent it during meetings.  It shall, on order of the directors, prepare, revise and submit amendments proposed by Society members, and it may on its own motion, prepare and present to the directors any amendments which it deems necessary.  It shall receive all resolutions introduced by any member and may revise them or combine those having the same intent and otherwise edit and prepare them for presentation and shall present them to the directors with the Bylaws Committee recommendation thereon. 

 SECTION 5.  EDUCATION COMMITTEE

This committee shall consist of the Vice-President, who shall be its Chair, and a minimum of two members in good standing who shall be appointed by the Vice-President.  The committee shall be appointed for terms in accordance with SBI policy and may create subcommittees to assist them, if needed.

It shall be the duty of this committee to determine the character and scope of the scientific proceedings of the general membership portion of the program at each annual or biennial meeting.  It shall have the right to accept or reject papers for presentation at the meeting and shall exercise proper control over the format, time allotments including discussion and arrangements for presentation.  The Program Committee is not obliged to select papers in the order in which they are submitted for consideration.  The Directors reserve the right to set a maximum number of members for the Program Committee.  The Directors reserve the right to assign additional tasks to the education committee.  

 SECTION 6. SCIENTIFIC ADVISORY COMMITTEE

This committee shall consist of a chair, who is a member of the Board of Directors and a Fellow of the Society.  The chair is nominated by the nominating committee and appointed by the Directors.  Members of the committee must avoid conflict of interest issues.  Members of the committee shall follow established SBI policy governing conflict of interest.  The committee will review and develop position statements, assess new technologies, review guidelines, establish processes for guideline and statement development, assist with the review of scientific papers submitted to the national meeting, and respond to other needs as defined by the Directors. 

 SECTION 7. COMMUNICATIONS COMMITTEE

This committee shall consist of a chair who is a member of the Board of Directors and a Fellow of the Society.  The chair is nominated by the nominating committee and appointed by the Directors.  The committee shall formulate and publish the newsletter, monitor and provide stimulus for electronic and social media outlets, lead efforts in website review and updates, and respond to other needs defined by the Directors as appropriate.  Newsletter chair and other subcommittee chairs are appointed by the president in conjunction with the communications chair. 

 SECTION 8. OTHER COMMITTEES

The Board of Directors may, from time to time, establish other committees.  The Board also may, from time to time, prescribe term limits of Committee service according to policies that it may determine.

ARTICLE XI. EXECUTIVE DIRECTOR

The Board of Directors shall have the authority to employ or appoint an executive director, whose duties shall be those usually performed under such employment. He/she shall conduct the headquarters office of the Society, keep accurate records of Society proceedings and activities and serve as general custodian of the Society documents and property. The executive director shall not be a member of the Society.  The executive director will serve as an ex-officio non-voting member of the Board of Directors.

ARTICLE XII.  INDEMNIFICATION OF DIRECTORS AND OFFICERS; INSURANCE

SECTION 1. INDEMNIFICATION

The corporation shall, to the extent legally permissible, indemnify each of its present and former directors and officers (and the heirs, executors and administrators of such director or officer) against all expenses and liabilities which he or she has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding in which he or she may be involved by reason of his or her being or having been a director or an officer of the Society.  Such expenses and liabilities include, but are not limited to, judgments, court costs and attorney’s fees and the cost of reasonable settlements, provided no such indemnification shall be made in relation to matters as to which such director or officer shall be finally adjudged in any such action, suit, or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Society.  In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be obtained only if the Board of Directors (not including the vote of any person seeking indemnification hereunder) shall have determined that such settlement or compromise is in the best interest of the Society and that such director or officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Society, and only if the Board of Directors shall have adopted a resolution by majority vote approving such settlement or compromise.

The foregoing right of indemnification shall not be exclusive of other rights to which any director, officer, or other corporate personnel may be entitled as a matter of law.

SECTION 2. INSURANCE

Upon specific authorization by the Board of Directors, 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.

ARTICLE XIII.  DUES

SECTION 1. DUES

Admission to membership and continuation shall be contingent upon the payment of such dues and assessments as may then be in effect.  Membership dues including, if so decided, reduced rates for special categories such as those who have retired, shall be established by the Board of Directors.  Dues shall be paid annually within a time prescribed by the Board of Directors.

SECTION 2.  PENALTY FOR NON-PAYMENT

Delinquent members shall be given reasonable warning before being dropped from membership. If members have been dropped for nonpayment (see Article IV, Section 13), such former members shall be eligible for automatic reinstatement upon payment of current dues and a reinstatement fee established by the Directors.  Any former member seeking membership after failing to pay dues for three (3) years or more may obtain membership only by applying as a new member.  If a Fellow has been dropped for nonpayment, such former Fellow shall be eligible for reinstatement of general membership in the manner specified above.  After being reinstated to general membership, such former Fellow must reapply for Fellow status (see Article IV, Section 3).

ARTICLE XIV. MEETINGS

SECTION 1.  FELLOWS MEETING

A separate meeting of Society Fellows, at which the Chairperson of Fellows shall preside, may be held in conjunction with the annual meeting of the Directors during the Radiological Society of North America meeting.  The Fellows meeting also may occur at the Society’s annual or biennial national education meeting or as the Board may require.  Notification of the time and place for the meeting shall be sent to all Members and Fellows by the Secretary or operating office, at least 60 days in advance of such meeting.  The agenda and other related materials will be distributed within a reasonable time frame.

At the Fellows business meeting the President shall inform the members of actions of the Board of Directors taken since the most recent business meeting.  Attendance at business meetings shall be limited to General Members and Fellows.                                                             

In addition, the voting members present at a business meeting may raise issues for consideration by the Board of Directors relating to the activities, policies or governing instruments of the corporation. 

SECTION 2.  MEMBERSHIP MEETING

Society Members and Fellows may convene annually at a place and time to be designated by the Board of Directors.  Meetings of the Members and Fellows shall constitute meetings of the Society for Breast Imaging, Inc., and may be held electronically.  The meetings may include the presentation of professional papers, discussions, and other activities in furtherance of the purposes of the corporation as stated in Article II.  At the annual business meeting the President shall inform the members of all actions of the Board of Directors taken since the most recent business meeting.

SECTION 3. SPECIAL MEMBERSHIP MEETING

Special meetings shall be called by the President of the Society or Board of Directors or upon the written request of one-third of the members. Such written request shall be sent to the Secretary.  Special meetings may occur in person or electronically.  At such special meetings, no business shall be conducted except that stated in the call for the meeting.   Similar notice for special meetings shall be sent 30 days in advance.

SECTION 4. NOTICE OF MEETING

Thirty (30) days’ written notice shall be given of all meetings stating the date, purpose, time and place of such meeting.  Whenever any written notice is required to be given by these Bylaws, a waiver of notice signed either before or after the action for which notice is required shall have the effect of written notice.

SECTION 5. QUORUM

Members actually present at Society meetings shall be counted in determining whether or not a quorum is present.  Society Members may vote in person or electronically by e-mail. 

ARTICLE XV.  RESTRICTIONS

SECTION 1. 

The Society shall not have or exercise any power or authority either expressly, by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity, that would prevent it from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(3) of the Internal Revenue Code.  References herein to the Internal Revenue Code (hereinafter abbreviated as “IRC”) refer to the Internal Revenue Code of 1954 as it now exists or as it may hereafter be amended, or to corresponding provisions of any subsequent federal tax laws.

SECTION 2. 

No substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

SECTION 3.

The Society shall never be operated for the primary purpose of carrying on a trade or business for profit.  Neither the whole, nor any part or portion, of the assets or net earnings of the Society shall be used, nor shall the Society ever be organized or operated, for purposes that are not exclusively religious, charitable, scientific, literary or educational within the meaning of IRC Section 501(c)(3).

SECTION 4. 

In the event that the Society becomes a private foundation as defined in IRC Section 509, then the following restrictions shall apply:

The Society shall not engage in any act of self-dealing, as defined in IRC Section 4941(d); shall not retain any excess business holdings, as defined in IRC Section 4943(c); shall not make any investments in such manner as to incur tax liability under IRC Section 4944; shall not make any taxable expenditures, as defined in IRC Section 4945(d); and shall distribute its income and, if necessary, principal thereof, at such times and in such manner as not to subject the Society to the tax on undistributed income imposed by IRC Section 4942.

Furthermore, no compensation or payment shall be paid or made to any disqualified person as defined under IRC Section 4946, including any officer, director, trustee, creator, or organizer of the Society, or substantial contributor to it, as well as any member of the Society, except as a reasonable allowance for expenses, including reasonable advances for expenses anticipated in the immediate future, and for the performance of personal services which are reasonable and necessary to carry out the exempt purposes of the Society; and neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of the Society shall ever be distributed to or divided among any such persons; provided, further, that neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any member or private individual within the meaning of IRC Section 501(c)(3).

SECTION 5.

In the event of termination, dissolution or winding up of the Society in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to one or more organizations, as the Board of Directors shall determine, that are then described in IRC Section 501(c)(3).

SECTION 6.

Subject to the foregoing provisions of this Article, the powers and purposes of the Society shall at all times be so construed and limited as to enable the corporation to qualify as a charitable corporation organized and existing under Chapter 180, Massachusetts General Laws.

ARTICLE XVI.  COMPENSATION

No director or member shall receive compensation for serving as such.  Officers may receive reasonable compensation for services performed for the corporation, the amount of such compensation to be determined by the Board of Directors.  Directors may be reimbursed for reasonable expenses incurred in connection with the affairs of the Society including attendance at meetings, provided that such compensation must be specifically authorized by the Board of Directors in each case.  No director or member shall be prevented from receiving compensation for services rendered in any other capacity by reason of the fact that he or she is also a director or member.

ARTICLE XVII.  BENEFACTORS, SPONSORS, ADVISORS, AND FRIENDS OF THE CORPORATION

The Board of Directors may from time to time designate certain persons or groups of persons as benefactors, sponsors, advisors, or friends of the corporation or such other title as they deem appropriate.  Such persons shall serve in an honorary capacity and except as the Board of Directors designates such persons in such capacity shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights and responsibilities.

ARTICLE XVIII.  CORPORATE RECORDS

Copies and records may be maintained at the principal office of the Society or the office of the Clerk, and shall be open at all reasonable times to the inspection of any director for a proper purpose.  Upon the request of any director, the Secretary or operating office shall deliver to such director a copy of the Bylaws of the Society.

ARTICLE XIX.  FISCAL YEAR

The fiscal year of the Society shall begin on the first day of July of each year and end upon the last day of June next succeeding.   A transition to calendar year will be made in 2012 to 2013, at which time the fiscal year shall begin the first day of January and end upon the last day of December, with the first calendar year corresponding to the fiscal year in 2013, and continuing in the same manner for subsequent years.

ARTICLE XX.  CONTRACTS, CHECKS DEPOSITS, AND GIFTS

SECTION 1.  CONTRACTS

The Board of Directors 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.

SECTION 2.  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 Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary/Treasurer or an assistant treasurer and countersigned by the president or the Director of the Society.

SECTION 3.  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 Board of Directors may select.

 SECTION 4.  GIFTS                                                        

Any officer or the director 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 devise may be accepted only by the Board of Directors on behalf of the Society.

ARTICLE XXI. OFFICES

The Society shall have and continuously maintain in the Commonwealth of Massachusetts 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 Commonwealth of Massachusetts as the Board of Directors may from time to time determine.

ARTICLE XXII. RULES OF ORDER

All meetings of the Society shall be governed by the parliamentary rules and usage contained in the current edition of Sturgis’ “Standard Code of Parliamentary Procedure.”

ARTICLE XXIII. AMENDMENTS

These Bylaws may be amended or repealed or new Bylaws adopted at any regular or special meeting of the Board of Directors by vote of two-thirds of the directors present and voting, provided that notice of the proposed action shall have been given in the call for such meeting, and provided, further, that the restrictions provided in Article XVI may not be amended or repealed, except as required to conform to provisions of federal revenue laws.  Thirty (30) days’ notice shall also be given to all members of any meeting at which the directors are to consider the amendment or repeal of these Bylaws or the adoption of new Bylaws.

CODE OF ETHICS AND SBI BYLAWS

SECTION 2.02 PERSONAL QUALIFICATIONS

Membership in the Society is a privilege, not a right, and is contingent upon continuing compliance with these bylaws. Members are expected to be of good moral character.  Failure to comply with these requirements may serve as a basis for denial or revocation of Society membership. 

SECTION 2.03 MEMBER MISCONDUCT AND DISCIPLINARY PROCESS

When, in relation to initial membership or a request for reinstatement as a member, an issue is raised regarding legal, ethical or professional misconduct, the matter shall be forwarded to the Society’s Fellow Membership Committee for its review and recommendation about qualifications for membership.  

The Society’s Fellow Membership Committee may take disciplinary action against a Society Member who, in the Committee’s determination, violates the Society’s bylaws or membership requirements.  Additionally, a member may be disciplined for:

·         Professional misconduct resulting in sanctions or restrictions on rights including but not limited to the practice of medicine.

·         Conviction of any felony.

·         Failing to exercise extreme caution to provide non-partisan, clinically accurate and scientifically correct expert medical testimony. Members shall not accept compensation that is contingent on the outcome of litigation.

The Committee may impose disciplinary action to include censure, suspension or termination of membership for a time period as the Committee may reasonably determine.  

If the matter is referred to the Committee, written notice shall be sent to the member in question by registered or certified mail at least thirty (30) calendar days prior to a meeting of the Committee (a) stating the time and place of the meeting, (b) informing the member of the nature of the matter which will be considered, (c) advising that the member may then and there appear in person and/or by legal or other representative and may submit such evidence as the member deems appropriate, and (d) advising the member in question that failure to cooperate reasonably with an ethics investigation is independent grounds for disciplinary action.  Following the meeting, the Committee shall notify in writing the President of the Society and the member of its decision.

 Misconduct

A member against whom disciplinary action is taken by the Committee may appeal the decision to the Board of Directors by mailing a written notice of appeal to the President within thirty (30) days of the mailing of notice of the adverse decision to the member in question.

Before the Board shall hear an appeal, it shall, by registered or certified mail, notify the member in question not less than thirty (30) calendar days prior to a meeting of the Board that the member may then and there appear in person and/or by legal or other representative to present such argument as the member deems proper to show that the disciplinary action taken should be reversed.

If a majority of the Board determines that the disciplinary action taken against a member is supported by the evidence and is the result of fair procedures, consistent with these bylaws, the Board shall affirm the disciplinary action.  If a majority of the members of the Board does not so determine, the Board shall reverse the disciplinary action and may remand the matter as a whole or in part for further proceedings or may dismiss the matter in whole or in part. The status of a member during disciplinary proceedings shall be unaltered.