ARTICLE 1 – PRINCIPAL OFFICE

The principal office of the Society is located in Iowa, as identified in the Society’s biennial report.

ARTICLE 2 – REGISTERED OFFICE AND AGENT

The Society’s registered office and agent are designated in the Articles of Incorporation and may be changed by the Board of Directors.

ARTICLE 3 – MEMBERS

Section 3.1. The Society have 2 classes of members.
a. Full members – no longer in training
b. Trainee members – still in training (graduate school, residency, fellowship, postdoctoral program)

Membership categories and dues are determined by the Board.

Section 3.2. Members must remain current in payment of dues and meet any requirements established by the Board.

Section 3.3. Entity members must designate an individual representative.

Section 3.4. Membership ends upon nonpayment of dues and is not transferable or assignable.

Section 3.5. The Board may expel, suspend, or terminate a member for cause by a two-thirds vote, after notice and an opportunity for a hearing.

Section 3.6. Members may resign in writing, but remain responsible for unpaid dues or charges.

Section 3.7. Former members may request reinstatement, subject to Board approval.

Section 3.8. Membership is not transferable or assignable.

ARTICLE 4 – MEETING OF MEMBERS

Section 4.1. An annual meeting of members is held each year and may coincide with the annual scientific meeting.

Section 4.2. Special meetings may be called by the President, the Board, or eligible members as described in the Bylaws.

Section 4.3. Members must receive meeting notices within the required timeframe, including by electronic means where appropriate.

Section 4.4. Members may waive notice in writing or by attending a meeting without objection.

Section 4.5. The Board may set a record date to determine which members are entitled to notice or vote.

Section 4.6. A list of members entitled to notice must be prepared and made available as required by law.

Section 4.7. Members holding one-tenth of the votes constitute a quorum unless otherwise required by law.

Section 4.8. The President, Vice President, or another designated person presides over member meetings.

Section 4.9. Each voting member has one vote. Actions are approved when votes in favor exceed votes against, unless a higher threshold is required.

Section 4.10. Members may vote by proxy or representative in accordance with the Bylaws.

Section 4.11. Certain member actions may be taken without a meeting by written consent.

Section 4.12. Actions may be taken by written or electronic ballot if quorum and approval requirements are met.

Section 4.13. The chairperson determines the order and procedure of business at member meetings.

Section 4.14. Members may participate and vote remotely when appropriate procedures are in place.

ARTICLE 5 –  BOARD OF DIRECTORS

Section 5.1. The Board manages the Society. Directors must be Full Members and may not be employed by a medical device or pharmaceutical company.

Section 5.2. The Board has 6–9 directors, including the President, President-Elect, Treasurer, Secretary, Immediate Past President, Past-Past President, and up to three At-Large Directors.

Section 5.3. The President-Elect and open Director seats are elected by Full Members. Directors generally serve three-year terms or while serving as officers.

Section 5.4. Open Board positions are announced through a call for applications, and candidates are nominated with attention to fairness, transparency, and membership diversity.

Section 5.5. A majority of directors constitutes a quorum, and Board actions require approval by a majority of directors present.

Section 5.6. Directors may resign by written notice.

Section 5.7. Directors may be removed for cause by a two-thirds vote of the Board.

Section 5.8. Board vacancies may be filled by the Board until the next election.

Section 5.9. Directors do not receive salaries, but expenses or other approved compensation may be allowed.

Section 5.10. Board meetings may be held in or outside Iowa, including by telecommunication.

Section 5.11. The Board meets at least annually.

Section 5.12. Regular Board meetings may be scheduled by Board resolution.

Section 5.13. Special Board meetings may be called by designated officers or directors, with notice provided in advance.

Section 5.14. Directors may waive notice in writing or by attending without objection.

Section 5.15. A director present at a meeting is presumed to assent to actions taken unless dissent or abstention is recorded.

Section 5.16. The Board determines the order of business; the President or designated person presides.

Section 5.17. The Board may act without a meeting by unanimous written consent.

Section 5.18. The Board may establish an Executive Committee, Board Committees, and other advisory committees or working groups.

ARTICLE 6 – OFFICERS

Section 6.1. The Society’s officers include the President, President-Elect, Secretary, Treasurer, Immediate Past President, and any additional officers elected by the Board.

Section 6.2. Officers may resign or be removed in accordance with the Bylaws.

Section 6.3. The President leads Society operations, presides at Board meetings, and represents the Society as authorized.

Section 6.4. The President-Elect supports the President, oversees Society functions and conferences, and assumes the President’s duties when needed.

Section 6.5. The Secretary maintains minutes, notices, membership records, and governance documents.

Section 6.6. The Treasurer oversees financial records, deposits, reports, annual statements, and financial communication with conference chairs.

Section 6.7. The Immediate Past President supports continuity and performs duties assigned by the President or Board.

Section 6.8. The Past-Past President chairs advisory committee(s) and performs duties assigned by the President or Board.

Section 6.9. The Board may appoint Assistant Secretaries, Assistant Treasurers, or other assistants as needed.

ARTICLE 7 – CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 7.1. The Board may authorize officers or agents to enter into contracts on behalf of the Society.

Section 7.2. Loans require Board authorization.

Section 7.3. Payments and financial instruments are signed or authorized as determined by the President or Board.

ARTICLE 8 – MISCELLANEOUS PROVISIONS

Section 8.1. Electronic and facsimile signatures may be used where authorized.

Section 8.2. The Society does not adopt an official seal.

Section 8.3. The fiscal year runs from May 1 through April 30.

Section 8.4. The Society’s books and records are maintained at its principal office.

Section 8.5. The President or authorized officers may vote shares owned by the Society unless otherwise directed by the Board.

Section 8.6. Directors may inspect Society records as reasonably related to their duties.

Section 8.7. Notices, written consents, and other communications may be provided electronically.

ARTICLE 9 – AMENDMENTS

Section 9.1. The Bylaws may be amended, altered, repealed, or replaced by a two-thirds vote of the full Board, with advance written notice.