Bylaws

 
Contents
 

• Name and Office
• Corporate Purpose
• Membership
• Board of Directors
• Meetings
• Congress
• Committees
• Amendments
• Diversity
• Dissolution

 
Article I – NAME AND PURPOSE
 
Section I. The name of the organization shall be the Fascia Research Society
 
Article II – OFFICES
 
In addition to the registered office in Delaware, the Society may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
 
Article III – CORPORATE PURPOSE
 
Section I. Nonprofit Purpose
 
This corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
 
Section II. Specific Purpose
 
The specific purpose of the Fascia Research Society shall include, without limitation, to facilitate, encourage and support the dialogue and collaboration between clinicians, researchers, and academicians, in order to further our understanding of the properties and functions of fasciae           
 
Article IV – MEMBERSHIP OF THE SOCIETY
 
Section I. Membership Categories
 
The organization shall consist of two categories of members: Regular Members and Student
Members
 
Regular membership is open to anyone who is involved in professional activity relating to fasciae.
 
Student membership is open to any student working in the study of fasciae. Section II. Dues
Dues for membership are set by the Board of Directors of the Society and are to be paid annually.
 
Section III. Discrimination
 
All members shall be treated without discrimination on the basis of race, national or ethnic origin, religion, gender, sexual orientation, age, or mental or physical disability.
 
Article V – BOARD OF DIRECTORS
 
Section I. Powers
 
The Board of Directors shall be the governing body of the Society and shall have full control and management of the business, property, affairs, and funds, and hold approval authority for the annual budget except as otherwise provided by law, the Articles of Incorporation of the Society, or these Bylaws.
 
Section II. Number
 
The Board of Directors of the Society shall consist of a minimum of three (3) and maximum of ten (10) individuals, of whom nine (9) shall have voting privileges. President votes only in the event of a tied vote.
 
Section III. Positions and Titles
 
1.   President (1)
2.   Vice President (1)
3.   Treasurer (1)
4.   Secretary (1)
5.   Directors (6)
6.   Executive Director Ex Officio (non-voting)
 
Section III. Officers
 
1.   President
The President shall preside at all Board of Director meetings.
 
2.   The Vice President shall perform all the duties of the President during the absence of the latter.
 
3.   The Treasurer shall report quarterly to full Board of Directors the financial status of the Society, to include assets, quarterly statements, and other financial documents as requested.
4.   The Secretary shall attend all Board of Directors meetings, transcribing all meeting business into the minutes of the meeting. Minutes shall include dated action items.

Section IV. Standing Committees

The Board shall have the following standing committees:

1. Finance
2. Scientific Program
3. Education
4. Communication
5. Nominating

All committee members must be active members of the Fascia Research Society. Non-members may participate in committee proceedings if additional expertise is needed; however, the Board of Directors must approve this type of participation. The board may create ad hoc committees as needed, such as membership, nomenclature, fundraising, etc. Committee chairpersons shall report to the full Board of Directors on the activities and progress of various projects at a minimum annually.
 
Section V. Terms
 
President – 2 years
 
Past President – 1 year
Vice President – 2 year
Treasurer – 3 years
Secretary -2 years
Directors – 2 years with offset terms
 
President – may continue as Past President
 
Vice President – becomes President. After term as President Director or Past President
 
Treasurer – another 3 year term on approval of full board
 
Secretary – may continue as Director Directors – may continue as Director
 
Section VI. Compensation

Participation on the Society’s Board of Directors is without compensation and strictly voluntary. Section VII. Monetary Contribution to the Society
Each board member agrees to make a confidential annual monetary contribution to the Society, in the amount of their choosing each year they are actively serving on the board Each member’s contribution will be recorded by the Secretary.
 
Section VIII. The Society shall maintain Directors and Officers liability insurance.
 
Section VIII. Succession
 
In the case of the President’s prolonged absence, incapacity, death, or resignation, the Vice President shall assume the duties of the President. In the case of the resignation, death, or prolonged absence of any other Director, the Board may replace that Director by appointing another person to serve during the remainder of his or her term.
 
Section IX. Vacancies, Resignation, Required Participation, and Removal
 
A.  Vacancy
In the event of a vacancy, the President will request nominations from the existing full Board of Directors. Those nominated will undergo the same vetting practices required of all individuals to become a member of the Board of Directors as set forth in these
Bylaws.
 
Individuals will be accepted to the Board of Directors by a two-thirds (2/3) majority vote.
 
B.   Resignation
Any member of the board may resign at any time with written notice delivered electronically, or in person, to the President. In the absence of the President, the written notice shall be given to the Vice President.
 
C.   Participation
Regular participation in Board of Director meetings is required. All board members will make every effort to attend regular scheduled meetings electronically or in person.
 
Board members may be absent from no more than two (2) meetings annually.
 
Any member of the board who misses two (2) consecutive meetings shall submit a written resignation to the President for action. Such resignation shall be evaluated at the discretion of the board.
 
If such resignation is not received prior to the third consecutive absence, the board may declare the position vacant.
 
D.  Removal
Any board member may be removed, with cause, by a two-thirds (2/3) majority vote.
 
Article VI - MEETINGS
Board of Director meetings are accessed remotely via online web application or by phone. Number of meetings annually shall be six (6). Suggested months are January, March, May, July,
September, and November with one meeting to be the annual in-person meeting. If any member is not available to attend in-person, the member may join by electronic means.
 
This meeting may be two (2) full days in length and held in varying locations.
 
Section I. Quorum
 
A quorum shall consist of one-third (1/3) of the members of the board of directors. Except as otherwise provided under the articles of incorporation, these Bylaws, or provision of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
 
Section II. Majority Action as Board Action
 
Every act or decision done or made by majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these Bylaws, or provision of law require a greater percentage of different voting rules for approval of a matter by the board.
 
Section III. Electronic Voting
 
Electronic, by email, is allowed and shall follow quorum requirements as established in these Bylaws. Electronic voting is to be utilized for out-of-regular-session voting only. All Electronic voting must be initiated by the President who calls for a motion. The motion must be made by a member of the board and sent to all board members. The motion must receive a second by a member and again be sent to all board members. The President will then call a vote announcing the outcome to all board members by email.
 
In the event the President is unavailable, the Vice President may call an electronic vote.
 
Article VII – Fascia Research Society Congress
 
Every third year, beginning in 2021, the society will host a two (2) to three (3) day scientific congress on fasciae.
 
The Congress committee shall be led by the President.
 
All society board members shall assist in planning and execution of the Congress in a manner that promotes and exchange of the latest scientific research, advancement of knowledge, and support the overall success of the Congress. Board member attendance at the Congress is the suggested, but not required.
 
Article VII – AMENDMENTS
 
These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors
 
Periodically, but at intervals no greater than every five (5) years, the Board of Directors shall appoint a special committee to review the then-current Bylaws and the operation and structure of the Society and to make recommendations about them to the Board.
 
Article VIII – DIVERSITY
 
1.   The Society makes a commitment to professional diversity, which can include scientists, researchers, practitioners, athletic professionals and other in study of fascia.
2.   The Society is a diverse, inclusive, and equitable nonprofit organization, where all
members, volunteers, service providers, and employees, whatever their gender, race, ethnicity, national origin, age, sexual orientation or identity, education, or disability, feels valued and respected. We are committed to a nondiscriminatory approach and provide equal opportunity for membership and scientific advancement in the study of fascia in all of our organizational endeavors, committees, board of directors, departments, programs, and worksites. We respect and value diverse life experiences and heritages and ensure that all voices are valued and heard.
 
Article IX – DISSOLUTION
 
In the event of the dissolution or termination of the Society, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section
501(c)(3) of the Internal Revenue Code of 19686 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating of dissolving corporation.
 
The decision as to which organization or organizations receive distribution of the Society’s assets at the time dissolution is the sole decision of the then-current Board of Directors.

Approved by the Board of Directors on 10/22/2020
Revised 05/24/2024