International Society for Biofabrication Bylaws

Mission Statement

The International Society for Biofabrication (ISBF) is a scientific and professional Society, which promotes advances in Biofabrication research, development, education, training, and medical and clinical applications. ISBF represents the international Biofabrication community and shall operate as a non-profit organization. ISBF’s core purpose is to foster scientific and technological innovation and excellence for the benefit of humanity. ISBF shall promote the interaction between the different disciplines of the field of Biofabrication, as well as between basic research and applied practice; and cooperate with other scientific organizations and communities.

Section I – NAME and PURPOSE

Article 1: Name and Residence
The name of the Society is the “International Society for Biofabrication”, and may be abbreviated as ISBF, hereinafter called ISBF.

Article 2: Statement of Purpose
The International Society for Biofabrication shall operate exclusively as a non-profit organization. The purpose of the Society is the promotion of scientific activities, educational/training activities in Biofabrication, the organization and implementation of scientific meetings and presentations, as well as the recognition of excellence in the area of Biofabrication.

Section II – MEMBERSHIP

Article 1: General Qualifications for Membership
Any bona fide scientist and professional (including industrial, clinical, educational, etc.) in the field of Biofabrication may join the Society. The Board of Directors must approve the admission of the members.

Article 2: Membership Categories
Society membership shall consist of the following categories:
a. Regular members
b. Student members
c. Honorary members
d. Senior members
e. Fellow members
f. Emeritus members

Article 3: Qualifications for Regular Membership
All members identified in this section must possess the qualities articulated in the Section II Article 1. Unless otherwise noted, all members have voting rights and may hold elected or appointed positions (e.g. officer, auditor, director, or chair of a committee) as articulated in these bylaws.

Article 4: Qualifications for Student Membership
A student member is an individual seeking undergraduate or graduate (a masters, doctorate, or equivalent level) degree in a university or college program and is actively involved in research in the field of Biofabrication. They shall be subject to reduced membership fees.

Article 5: Qualifications for Honorary Membership
A Society member may nominate an individual for honorary membership based on generally recognized distinction and devoted service to the field of education, science, and public service. Upon unanimous approval, the Board of Directors shall have the authority to confer upon the nominee’s honorary membership with the nominees’ consent. These members do not pay membership dues.

Article 6: Qualifications for Senior Membership
All Society Senior members with a 5-year or more track of record of professional and/or service accomplishment since their highest degree, are eligible to apply for senior membership. Senior members shall have all privileges granted to Regular members and consistent with these Bylaws. Senior members are eligible to purchase a lifetime Senior membership.

Article 8: Qualifications for Fellow Membership
A Society Fellow member may nominate an individual with a very high level of achievement and an outstanding contribution to the biofabrication field for Fellow. Upon unanimous approval, the Board of Directors shall have the authority to confer upon the nominee’s Fellow membership with the nominees’ consent. These members will need to pay annual membership dues and have voting rights. Fellow members are eligible to purchase a lifetime Fellow membership. The Fellow can be titled as “FISBF”.

Article 9: Qualifications for Emeritus Member
An Active Member may become an Emeritus Member upon retirement. Emeritus members shall have all privileges granted to Regular members and consistent with these Bylaws, but cannot stand for election for the Board of Directors or the Executive Board. They shall be subject to reduced membership fees.

Article 10: Membership Dues
If a member fails to pay membership dues for one year, his/her membership shall be subject to suspension. Such members may be reinstated upon the payment of their past and current year dues without reapplying for membership.

Article 11: Membership Cancellation
Any member can renounce his/her membership by providing a written notice to the Society President at least 60 days before the date on which the resignation is to become effective. The resigning member should pay any outstanding due of past and current years.

Article 12: Disciplinary Actions
With a two-thirds vote by those present at each officially convened meeting, the Board of Directors can suspend or expel a member who violates the bylaws of Society policies.

Section III – ORGANS of the SOCIETY

Article 1: Organs of the Society
The organs of the Society are (a) the General Assembly, (b) the Board of Directors, and (c) Executive Board.

Article 2: General Assembly
The General Assembly is the supreme authority of the Society; it consists of all Members holding voting rights. The General Assembly is held at the annual International Conference “Biofabrication” and is announced to the Members at least three (3) months in advance. The agenda shall be distributed latest two (2) weeks before the Assembly. Any items for the agenda, which have been sent to the Society President at least one month before the Assembly shall be placed on the agenda; any other agenda item shall be raised under New Business during the General Assembly. The assembly is chaired by the Society President. If he/she is unavailable or incapacitated this function shall be fulfilled by the Vice President or, if the latter is also unavailable or incapacitated, by the Past President. If none of the above is available another member of the Board of Directors shall preside over the General Assembly.

The responsibilities of the General Assembly are:
(i) the election of the Board of Directors,
(ii) amendments to these Bylaws,
(iii) dissolution of the Society,
(iv) any resolution which the Board of Directors may ask the Assembly to consider
(v) ratification of membership fees
(vi) approval of the profit and loss statement and the financial report of the Treasurer
(vii) ratification of the venue chosen by the Board of Directors for future annual meetings

Each Society member with voting rights has one vote. Members not present at the general assembly may vote before the meeting electronically or transfer their voting right to another member in written form. Each member may only accept one voting right transfer. Electronic voting is only valid if done latest by 48 hours before start of the meeting.

Any resolution is accepted if a simple majority of the attending members vote for it. In case of a tie vote, the vote of the President shall determine acceptance. A vote on a change of the Statutes, or on the dissolution of the Society shall require a two thirds (2/3) majority of all members.

Proposed amendments to the Bylaws or other business can also be voted by electronic means outside a physical General Assembly meeting and must be announced to all members with voting rights by regular mail or electronically to all members with voting rights at least 15 days before the electronic voting date in question. Any member may request to see the detailed anonymous voting results.

Article 3: Board of Directors
Members of the Board of Directors serve a term of three (3) years. The Board of Directors (herein referred to as “the Board”) will preferably consist of fifteen (15) members (of which five (5) come from Europe/Africa, five (5) come from Asia-pacific and five (5) come from the Americas), who are elected by the General Assembly. In the event of a vacancy in any position, the replacement is elected or appointed according to rules and procedures set by the board. The term of the replacement is the remaining term of the replaced person.

The Board has the responsibilities of implementing the goals of the Society. The Board conducts all the affairs, which are not the responsibility of the General Assembly or the Officers. The board shall deliberate and make decisions on recommendation to enact new bylaws or to amend the current bylaws, pending approval by the general assembly, and approval of new and amended policies and procedures.

Article 4: Executive Board
The Executive Board is formed by the President, Vice-President, Past-President, Treasurer and Secretary- General. The Vice-President, the Treasurer and the Secretary-General are elected by the Board of Directors for a term of three (3) years. In order to ensure continuity in the Society, the Vice-President assumes automatically the Presidency and the President assumes automatically the position of Past- President at the end of his/her term. Consequently, there shall be no election to the position of the President and Past President. The term of office of each post shall be one (1) term with possibility of reelection by the floor for 1 term of the positions for Treasurer and Secretary-General only. In order to expedite Society business, the Executive Board may act on behalf of the Board for administrative, financial and communication matters, and any other Society activities pre-approved by the Board.

Article 5. Removal from Office/Membership
Any member of the Board may be removed from the Board by a three-quarters (3/4) majority vote of the Board. Country Chapter designation may be revoked by a three-quarters (3/4) majority vote of the Board.

Section IV- DUTIES

Article 1: President’s Duties
The President is the representative of the Board of Directors of the Society. The President shall be the Chief Executive Officer of the Society, presiding at all Board, annual, scientific, and other meetings, executing all instruments requiring the signature of the President, and executing all orders and resolutions of the Board. He/she may announce results of elections. The President coordinates and oversees the work and functioning of all offices and committees. The President shall seek the approval of the Executive Committee on significant matters other than those previously set forth in the policies adopted by the Board. The President shall serve as Chair at Board meetings and meetings open to the general membership, including the General Assembly. The president shall introduce the Vice President into the duties of the President.

Article 2: Past-President’s Duties
The President who is replaced by a new elected President continues to be an officer and member of the Executive Board until the next election. He will support the President in his/her duties and will, in case the President is asking for it, take over duties of the president, e.g. for representative purposes of the society.

Article 3: Vice President
The Vice President is elected to replace the President after the election cycle. He will support the President in his/her duties and will, in case the President is asking for it, take over duties of the president, e.g. for representative purposes of the society.

Article 4: Treasurer
The treasurer controls the societies financial affairs, prepares and presents the annual financial report

Article 5: Secretary-General
The Secretary-General is the chief administrative officer of the society and is responsible for the organization of the general assembly and oversees the elections.

Section V- MEETINGS

Article 1: The General Assembly
A notice inviting members to the Ordinary General Assembly at the International Conference “Biofabrication”, containing the proposed agenda shall be sent to all Members no later than thirty (30) days before the date of the General Assembly. Any member may request the inclusion of items in the Agenda by notifying the President at least twenty (20) days before the date of the General Assembly. The General Assembly shall be considered to have formed a quorum if at least one tenth of members with voting rights are present or represented electronically. If fewer members are present at the appointed time, the General Assembly shall take place 30 minutes later, with the same agenda at the same place; at that time it shall be considered to have formed a quorum irrespective of the number of members present. The delayed General Assembly does not require a separate notice or invitation. In very special situations, an Extraordinary General Assembly may also be convened by the Board at its discretion and must be announced to all members in writing with a minimal notice of thirty (30) days. Such a request must state the business to be transacted during the Extraordinary General Assembly to be convened and include a motion to be voted on.

The President chairs the General Assembly. The Secretary-General is responsible for keeping the minutes, which must be approved by the Executive Board not later than 30 days after the General Assembly. The minutes must contain the agenda of the General Assembly and include the results of any resolutions and elections and must be made available to all members.

At all General Assemblies, each member with voting rights shall have one (1) vote. Voting can be effected by a show of hands, by the use of ballot forms or electronically, as decided by the Board or the Chairperson of the General Assembly

Unless herein stated otherwise, resolutions put before all members General Assembly or by electronic means to all members shall be carried if they attain a relative majority. In the event of a tie in a ballot that is to be decided by relative majority, the President of the Society or in his/her absence the chairperson of the meeting shall have, subject to available options, the casting vote.

Article 2: The Board of Directors
The Board of Directors shall physically meet at least once per year, which may occur at the International Conference “Biofabrication”. The Secretary-General shall announce the meeting date and place to the Board members at least one month in advance and distribute the meeting agenda in advance. The President shall chair the meeting of the Board; in case he/she is not available the Vice President shall chair the meeting; in case he/she is not available the Past President shall chair the meeting. The meeting shall be conducted according to the standard procedural rules. For Internet-mediated meetings, the notice shall take the form of posting of the agenda on the electronic meeting hall and the sending of an e-mail to alert the members to the start of the meeting. Meetings may be held in person at places as designated by the Board. Unless otherwise restricted by these bylaws, the board may decide to vote by mail or by electronic means, without a meeting in person, on a stated proposal. The meetings of the Board of Directors shall be considered to have formed a quorum if at least eight (8) members of the Board of Directors with voting rights are present

At all meetings of the board, every voting member shall have one (1) vote. Such vote may be in person, or by electronic means, as authorized by the Board. All questions shall be decided by a majority of the votes cast. In case of a tie vote, the vote of the Chairperson of the meeting shall have, subject to available options, the casting vote.

Article 3: The Executive Board
The Executive Board of Directors shall physically meet at least once per year, which may occur at the International Conference on Biofabrication. The Secretary-General shall announce the meeting date and place to the Board members at least one month in advance and distribute the meeting agenda in advance. The President shall chair the meeting of the Board; in case he/she is not available the Vice President or the Past President shall chair the meeting. The meeting shall be conducted according to the standard procedural rules. For Internet-mediated meetings, the notice shall take the form of posting of the agenda on the electronic meeting hall and the sending of an e-mail to alert the members to the start of the meeting.

Section VI – ELECTIONS

Article 1: Elections
Society holds elections annually for electing Board members for the positions that come available because current Board Members have completed their term. Nominations for new Board members shall be submitted via email to the vice-president at least three (3) months before the election. Voting is to be conducted in person at the General Assembly or electronically.

Article 2: Eligibility to Run for Board of Directors and to Vote
Only regular, inaugural and lifetime members may run for membership on the Board of Directors. To avail themselves of these rights, members must have paid their membership dues for the current year at least 30 days prior to a vote. A nominee for any elected position must have been a member of the Society for at least 12 months at of the start of the voting for election. Any nomination shall be accepted by the Board if it is supported by at least ten Society Members. The Board shall be responsible for having more candidates on the ballot than there are open positions on the Board.

Article 3: Election of Members of the Board of Directors
The members of the Board of Directors shall be elected by all members of the Society that hold voting rights. The election shall take place by secret ballot at the General Assembly or through email voting. The voting process is managed by the Secretary-General.

The terms of the Board Members are three (3) years and commence at the 1st day of July following the election. Re-election is possible. Members who miss two (2) consecutive Board Meetings are subject to forfeiture of membership at the discretion of the Executive Board.

Article 4: Election of Executive Board Members
Only current members of the Board of Directors are eligible for the position of Treasurer, Secretary- General and Vice President, provided that they did not already occupy in former years the position of Vice President, President, or Past President of the society. The current Secretary-General and Treasurer may be nominated for a second term, however no member of Board of Directors or the Executive Board may be nominated for more than 1 position. If there is more than one nominee for any position, then an electronic vote by the ISBF membership will take place at least 2 calendar months before the date of the next General Assembly will be held. The current Secretary-General will first seek ratification of the election process from those present and then announce the results of the elections.

If a position should remain unfilled because of a lack of candidates or for any other reason, the Board of Directors shall appoint a person, who is a current member of the Board of Directors, to assume the duties of the position in an acting capacity until the next regular General Assembly. At the next regular General Assembly an election shall be held to fill the unoccupied post.

Section VII – FINANCE

Article 1: Annual Reports
The following items shall be reported, within 6 months of the end of the fiscal year of the society, to all
members after the approval of Finance Committee and the Board of Directors:

a. The final income and expense statement and the final business report for the previous year by the
current Treasurer
b. The business plan and budget for the current year by the current Treasurer
c. Other items deemed necessary by the board

The annual report will be signed by all members of the Board of Directors.

Article 3: Finance Committee
The General Assembly appoints annually a Finance Committee consisting of at least 2 members who are not members of the Board of Directors. The Finance Committee researches the Financial Annual Report and reports to the General Assembly.

Article 4: Funds
The funds required of the purposes of the Society shall be raised from:
a. Membership fees
b. Educational/training activities including the granting of certification for a course of study
c. Sponsorship, contributions, and donations
d. Other sources of income derived from Society businesses
e. Other contributions

Article 5: Fiscal Year
The fiscal year of the Society shall commence on July 1 and end on June 30.

Article 6: Bank Accounts and Financial Transactions
The designated Society Headquarters shall maintain all Society funds. Only the Treasurer can authorize financial transactions on behalf of the Board, and his/her signature shall suffice for these transactions.

Section VIII – MISCELLANEOUS

Article 1: Language
The official language of the Society shall be English.

Article 2: Conferences
The Society shall help to promote and organize an annual International Conference “Biofabrication”.

Article 3: Publications
The official journal of the Society is Biofabrication, published by IOP Publishing.

Article 4: Adoption
These bylaws were adopted on October 6th 2010, ratified at the meeting of the General Assembly, held at the Biofabrication 2015 Conference in Utrecht on November 7th 2015 and adapted at the meeting of the General Assembly, held at the Biofabrication 2016 Conference in Winston-Salem on October 30th 2016.