Adopted July 16, 2012
Amended September 14, 2012
BYLAWS OF THE ORGANIZATION FOR THE STUDY OF SEX DIFFERENCES
Article I. Name
The name of this organization shall be the Organization for the Study of Sex Differences, hereinafter referred to as “the OSSD.”
Article II. Offices
The principal office of the corporation shall be located in the District of Columbia. The corporation may have other offices, either within or outside of the District of Columbia as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the District of Columbia a registered office, and a registered agent, as required by statutes of the District of Columbia. The registered agent and the address of the registered office may be changed from time to time by the Board of Directors.
Article III. Purposes
Section 1. Purposes
The OSSD shall be operated exclusively for scientific, educational, or charitable purposes. The purposes of the OSSD are:
A. to facilitate interdisciplinary research on sex/gender differences at all levels of biological organization;
B. to advance the understanding of sex/gender differences by bringing together scientists and clinicians of diverse backgrounds;
C. to encourage the application of new knowledge of sex/gender differences to improve health and health care; and
D. to promote the field of sex/gender differences research through education, mentoring, and outreach.
Section 2. Tax-Exempt Status
A. The OSSD is a professional society with voluntary membership that operates as a tax-exempt organization in the District of Columbia under Internal Revenue Code Section 501(c)(3), or corresponding section of any future federal tax code.
B. The Board of Directors of the OSSD shall have fiduciary responsibility for the OSSD and shall direct the financial business and property decisions of the OSSD in consultation with the OSSD Council.
Article IV. Board of Directors
Section 1. General Powers
The affairs of the corporation shall be managed by the Board of Directors. Directors need not reside in the District of Columbia. They shall be representatives of the members of the corporation.
Section 2. Number and Qualifications
A. The number of initial Board of Directors shall be three (3), at the time of incorporation, as indicated in the Articles of Incorporation.
B. Immediately after incorporation of the OSSD, the number of members of the Board of Directors shall be increased to five (5), including the President, Past-President, Secretary, Treasurer, and Editor-in-Chief of the OSSD’s official journal, Biology of Sex Differences. Terms of office and election of these board members is stipulated in Article VI of these Bylaws.
C. Within the first year of existence of the corporation, a President-Elect shall be elected, at which time the number of members of the Board of Directors will be increased to six (6) to include the President-Elect.
D. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the directors. A director elected to fill a vacancy shall be elected until the next annual election. At the next annual election, the remainder, if any, of the term in which the vacancy occurred shall be filled by submitting the names of at least two nominees for the vacancy in an election conducted in the manner prescribed in Article VI.
E. Removal. The Board of Directors, by affirmative vote of two-thirds of all its members, may remove a director for cause after an appropriate hearing and may, by majority vote of those present at any regularly instituted meeting, terminate the membership of any director who becomes ineligible for membership.
F. Compensation. The Board of Directors as such shall not receive any compensation for their services as Board members.
G. Informal Action by Board of Directors Members. Any action required by law to be taken at a meeting of the Board of Directors, or any 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 so taken, shall be signed by all directors.
Section 3. Meetings
A. Regular meetings. A regular meeting of the Board of Directors shall be held without other notice than these bylaws, immediately before or after, and at the same place as, the general meeting of members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
B. Special meetings. Special meetings of the Board of Directors may be called by or at the request of President or any two directors. The person or persons authorized to call special meetings of the Board may fix the place for holding the special meeting of the Board called by them or by means of a conference telephone call or by any means of communication by which all persons participating in the meeting are able to communicate with one another.
C. Notice. Notice of any special meetings of the Board of Directors shall be given at least two days prior to such meetings by written notice delivered personally or sent by mail or electronic mail (email) to each director at his/her address as shown by the records of the corporation or two (2) days previous thereto by notice delivered by telephone or email. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed enveloped so addressed, with postage therein prepaid. If notice be given by email, such notice shall be deemed to be delivered when the email is sent to the primary email address of the recipient. If notice be given by telephone, such notice must be communicated personally. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a 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 purpose 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 specifically required by law or by these Bylaws.
D. Quorum. The presence of four (4) members, or all members, whichever is less, of the Board of Directors eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Board,
E. Proxy voting. Proxy voting at any meeting of the Board of Directors shall not be permitted. However, without requiring an amendment to these Bylaws, the Board, at its discretion, may establish proxy voting rules in conformance with the District of Columbia statutes, provided that any rule permitting proxies shall not be effective for at least three (3) months following the date on which it is adopted.
Article V. Membership
Section 1. Definition
Membership in the OSSD is open to individuals who have demonstrated an interest in the study of sex/gender differences.
Section 2. Categories
A. General Membership is open to any person working in the life and health sciences and related sciences who has a terminal degree(s) (e.g. Ph.D., M.D., D.V.M., M.P.H.); is working in the life and health sciences and related sciences; and who has demonstrated an interest in the study of sex/gender differences.
B. Associate Membership is open to any person interested in the study of sex/gender differences who do not meet the conditions for general membership.
C. Student/Trainee membership is open to
1. any graduate student in the life and health sciences who has demonstrated an interest in the study of sex/gender differences and who is currently enrolled in a program of study
2. postdoctoral fellows
3. residents enrolled in a clinical or research training program
Section 3. Voting Rights
General members and student/trainee members constitute the voting body of OSSD.
Section 4. Termination
Any member in arrears of dues for more than three (3) months shall have his/her membership terminated.
Article VI. Governance
Section 1. Council
A. An elected Council will develop scientific and educational programs for the members of OSSD and oversee these activities.
B. All members of the Council shall agree not to engage in actions which may constitute an actual, apparent, or potential conflict of interest with the mission and activities of the OSSD, and will disclose to the OSSD any such conflicts of interest and any business, financial, personal, and organizational interests and affiliations which are or could be construed to be a conflict of interest.
C. The Council shall consist of the Officers and at least seven (7) and not more than fifteen (15) Councilors. At least one (1) of the Councilors shall be a Student/Trainee member. Members of the Council shall be General Members in good standing. The Editor-in-Chief of the OSSD’s journal, Biology of Sex Differences, shall also be a voting member of Council.
Section 2. Officers
A. The officers shall be a President, President-Elect, Secretary, Treasurer, and Past-President.
B. The President, President-Elect, Past-President, Secretary, and Student/Trainee member of the Council shall each serve for two (2) years. The Treasurer will serve for three (3) years. The remaining Officers and Councilors shall serve for three (3) years, except as noted in Article VI Section 2c for the Editor-in-Chief of the Biology of Sex Differences, and Article VI Section 2e for Councilors.
C. No person shall serve on the Council for more than six (6) successive years. Following such an interval, a person shall be ineligible for re-election for a period of three (3) years. These limitations do not apply to the Editor-in-Chief of Biology of Sex Differences, whose term as editor is determined by contract with the Society for Women’s Health Research, and by approval of the OSSD.
D. No person shall serve consecutive terms as President and no person shall serve more than two terms as President in total.
E. The terms of the remaining founding Councilors shall be staggered with one-third of the Councilors designated to serve for a period of three (3) years, one-third of the Councilors designated to serve for a period of two (2) years, and one-third of the Councilors being designated to serve for a period of one (1) year.
Section 3. Election of Officers and Councilors
A. The Nominating Committee shall solicit members for suggestions for nominees for vacancies on the Council each year at least three (3) months in advance of the next regular election.
B. Nominees for all vacancies on the Council shall be chosen from among the General Members of the OSSD with the exception of nominees for the young investigator seat on the Council, who shall be chosen from among the student/trainee members of the OSSD.
C. The Nominating Committee of the Council shall present a slate of candidates for each open position to the Council. The Council shall approve the slate of candidates before it is presented to the membership.
D. The slate of candidates shall be announced to the membership at least one (1) month prior to an electronic ballot of the members. If the final slate has more than one candidate for a position, an electronic secret ballot shall be held prior to the annual meeting for the duly elected officers and Council members to take office at the close of the annual meeting following the election.
E. Premature vacancies on the Council shall be filled for the unexpired term through election by majority vote of the Council.
Section 4. The President
The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Treasurer or any other proper officer of the corporation 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 in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall preside at meetings of Council and Special Meetings of the OSSD. The President shall be responsible for executing the decisions of the Council. The President shall act as spokesperson for the OSSD. The President shall see that all Orders and Resolutions of Council are carried into effect.
Section 5. Past-President
A. Upon the completion of the term of the President, the President shall automatically become Past-President of the corporation. The Past-President shall assist the President.
B. The Past-President shall substitute for the President if the President-Elect cannot serve.
C. The Past-President shall serve as a member of the Nominating Committee.
D. The Past-President shall have and exercise the powers and perform the functions that are from time to time assigned to him/her by the President or the Council.
Section 6. President-Elect
In the absence of the President or in event of his/her inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Upon the completion of the term of the President, the President-Elect shall automatically become President of the corporation.
Section 7. Secretary
A. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address and electronic mail address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.
B. The Secretary shall be responsible for the communications of the Council with the membership.
C. The Secretary shall substitute for the President if neither the Immediate Past-President nor President-Elect can serve.
D. The Secretary shall have responsibility for maintaining proper filing of amendments to the Articles of Incorporation, and oversee the OSSD’s relationship to the certified agent of the OSSD.
E. The Secretary shall maintain the business address of the OSSD in the District of Columbia, for example by contracting with a service that receives and forwards mail received at the business address.
Section 8. The Treasurer
A. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions these Bylaws and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
B. The Treasurer shall present the annual budget and financial reports, one being the end-of-year report, for approval by the OSSD Board of Directors.
C. The Treasurer will assure that the use of funds is compatible with the tax-exempt status of the corporation under Internal Revenue Code Section 501(c)(3) of 1954, and file appropriate tax documents as are required by the US Government and District of Columbia.
D. The treasurer will establish bank accounts in the name of the corporation as needed, and will assure that at least one other officer has authority to access accounts in the event that the treasurer’s tenure or ability to serve is interrupted for any reason.
Section 9. Continuity of Leadership
Each officer of the corporation will pass on to his/her successor all records, documents, and information required for successful transition of governance of the corporation.
Section 10. Duties of the Council
A. The Council shall be responsible for the conduct of the affairs of the OSSD in accordance with these Bylaws
B. The Council may authorize activities (e.g., meetings, workshops, special conferences, awards, etc.) in the interest of the furthering its purposes.
Section 11. Meetings of the Council
A. The Council shall meet at least once a year in conjunction with the annual meeting of the OSSD.
B. The President may call additional special meetings of the Council. Each Councilor shall be provided with written notice by mail or electronic mail at least one (1) week prior to any special meeting of the Council.
C. One member more than a majority of the Officer and Councilors shall constitute a quorum of meetings of the Council.
D. The Council may invite paid staff and committee chairs to attend the portions of the meeting relevant to their activities including but not limited to reporting of their activities.
Section 12. Continuity of Governance
The Officers and Council members, serving immediately prior to the incorporation of the OSSD in July 2012, who were elected under the auspices of bylaws of the OSSD that existed prior to this incorporation, shall continue to serve with terms determined at the time of the election of these officers and councilors.
Article VII. Committees
Section 1. Establishment of Committees
A. The Council may establish standing and ad hoc committees as deemed necessary for the proper promotion of the OSSD’s mission.
B. The Council shall periodically assess the activities and need for each committee, and the Council may disband any committees that it deems no longer necessary for the OSSD’s goals.
C. Members of all committees shall be appointed by the President with the advice of the Council.
D. Members of all committees shall be General members in good standing.
Section 2. Committee Chairs
A. The Chair of any committee shall be appointed by the President, in consultation with the Executive Committee, and shall submit an annual report on the activities of the committee, in person and/or in writing to the Council at the meeting held during the Annual Meeting.
B. Chairs of committees shall be General members in good standing.
Section 3. Executive Committee
A. The Executive Committee shall consist of the officers of the OSSD, Editor of the OSSD’s journal, and two (2) additional Councilors who are elected by the majority vote of the Council.
B. The Chair of the Scientific Programs Committee is non-voting member of the Executive Committee ex officio.
C. The term of office on the Executive Committee runs concurrently with each Councilor or Officer’s term.
D. The Executive Committee shall act for the OSSD in all matters during the interim periods between meetings of the Council.
Section 4. Scientific Program Committee
A. The Program Committee Chair shall be appointed by the President for a period of one year and the Program Committee members shall be appointed for three year staggered terms.
B. The Program Committee shall plan the annual meeting of the OSSD.
Section 5. Nominating Committee
A. The Nominating Committee shall comprise the Immediate Past-President and three Councilors.
B. The Chair of the Nominating Committee shall be one of the Councilors and shall be appointed by the President in consultation with the Executive Committee.
C. The Nominating Committee shall develop a slate of candidates for seats and offices of the Council scheduled to be vacated, in accordance with these Bylaws.
Section 6. Journal Committee
The Council may establish a Journal Committee to provide advice to the Council on its relation to the OSSD’s journal, Biology of Sex Differences. Among the duties of the Council, in consultation with the Journal Committee, if any, is the nominating of the Editor-in-Chief of Biology of Sex Differences when that position becomes vacant, or in anticipation of such vacancy.
Article VIII. Meetings of the OSSD
Section 1. Regular Meetings.
There shall be regular meetings of the OSSD at a time and place set by the Council.
Section 2. Business Meeting.
A business meeting of the OSSD shall be held in conjunction with the regular meeting and shall be open to all members.
Section 3. Notice of Meetings.
The OSSD shall provide members with written notice of each business meeting of the OSSD at least 10 days prior to the meeting. Such notice shall be provided by electronic mail or, where electronic mail is not available, by postal mail.
Article IX. Administration
Section 1. Fiscal Year
The fiscal year of the OSSD shall begin on January 1.
Section 2. Dues/Fees
The Council shall recommend dues and fees (e.g., meeting registration, meeting exhibition),
Section 3. Financial Report
Each year the Treasurer shall submit a statement of financial condition to the Council for approval.
Article X. Parliamentary Authority
The rules contained in the latest edition of Robert’s Rules of Order Newly Revised shall govern the OSSD in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the OSSD may adopt.
Article XI. Amendments to the Bylaws
Section 1. Proposal of Amendments
Amendments to the Bylaws may be proposed by members of the Council or by a petition to the Council signed by at least 10% of the General members in good standing.
Section 3. Adoption of Amendments
To be adopted, amendments to the Bylaws must be approved by two-thirds of the members of the OSSD Council.
Section 4. Voting on Amendments
A. The Council shall decide whether the Council shall vote on amendments at a business meeting or by mail or electronic mail.
B. If voting on amendments is conducted by mail or electronic mail, the Secretary shall send copies of the proposed amendments to the members of the Council by electronic mail. Where electronic mail is not available, copies shall be sent by postal mail.
Article XII. Seal
The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the words "Corporate Seal of the Organization for the Study of Sex Differences."
Article XIII. Dissolution
Section 1. Procedure
The OSSD may be dissolved by resolution of two-thirds of the full Council.
Section 2. Distribution of Assets
Upon dissolution of the Corporation, any assets of the corporation shall be distributed according to the decision of the Council, as determined by majority vote, after all of the legal and financial obligations of the OSSD are fulfilled, including the cost of dissolution. The assets must be distributed exclusively for the tax-exempt purposes of the Corporation, or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law. None of the assets will be distributed to any officer, director, or Council member of the Corporation. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter