International Society for Biofabrication Bylaws
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 (ISBF) 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 field of Biofabrication.
Section II – MEMBERSHIP
Article 1: General Qualifications for Membership
Any bona fide scientist (including postdoctoral fellow and research fellow) and professional (including industrial, clinical, educational, governmental, 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. Lifetime members
Article 3: Qualifications for Regular Membership
All members identified in this section must possess the qualities articulated in Section II Article 1.
Unless otherwise noted, all members in good standing have voting rights and may hold elected or appointed positions (e.g. officer or chair of a committee) as articulated in the 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
The Society or its members may nominate an individual for honorary membership based on generally recognized distinction and devoted contributions to education, research, industry and/or public services in the field of Biofabrication. Upon unanimous approval, the Board of Directors shall have the authority to confer upon the nominee’s honorary membership with the nominee’s consent. Honorary members are granted membership for life and are exempt from membership dues.
Article 6: Qualifications for Lifetime Membership
All members must meet the general qualifications for membership articulated in Section II Article 1. Unless otherwise noted, all members in good standing have voting rights and may hold elected or appointed positions (e.g. officer or chair of a committee) as articulated in the bylaws. Lifetime members are required to pay the Lifetime membership fee.
Article 7: Membership Dues
If a member fails to pay membership dues for one year, his/her membership shall be suspended. Such members may be reinstated upon the payment of their dues. Membership dues may be paid through annual conference registration (included in the registration) or paid directly to ISBF via online registration. The membership period is valid from the date of payment until the end of calendar year (December 31). If the membership is obtained or renewed through the annual ISBF conference registration or after the conference and before the end of calendar year (December 31), the membership period will be valid until December 31st the following year.
Article 8: Membership Cancellation
Any member can renounce his/her membership by providing an e-mail notice to the Society’s General Secretary 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. Any paid membership dues will not be refunded. Alternatively, a member could decide not to renew their annual membership fee and then hence cancel their membership
Article 9: 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 has proven to violate 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 one (1) month in advance. The agenda shall be distributed two (2) weeks before the Assembly. Any discussion items for the agenda, sent to the Society Secretary General at least three (3) weeks 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 President-Elect or, if the latter is also unavailable or incapacitated, by the Secretary General. If none of the above is available, another member of the Executive Board or Board of Directors shall preside over the General Assembly.
The responsibilities of the General Assembly are:
(i) the election of the Board of Directors (if not held online),
(ii) amendments to the 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. Transfer of voting rights to another member is not possible. Any resolution is accepted if a simple majority of the attending members vote for it (>50%). 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 participating 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 email 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 term may be extended for a defined period approved by the Board in the event of unforeseen circumstances, i.e., pandemic. The Board of Directors (herein referred to as “the Board”), elected by the voting members, will preferably consist of at least fifteen (15) members equally distributed geographically (of which five (5) from Europe/Africa, five (5) from Asia-pacific and five (5) from the Americas). In accordance to the Society’s Inclusion, Diversity and Gender Equality Policy, the Board should make every effort to promote equal opportunities and achieve diverse representation. The Board should target recruiting its members to achieve a 1:1 gender ratio. Representatives from industry and government may also become Board members through election.
The number of the Board members may be increased if the Board determines it necessary. In the event of a vacancy in any position, the replacement is elected or appointed according to the 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
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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, President-Elect, Treasurer and Secretary General. The President, President-Elect, the Treasurer and the Secretary General are elected by the Board of Directors for a term of three (3) years. The term may be extended for a defined period approved by the Board in the event of unforeseen circumstances, i.e., pandemic. In order to ensure continuity in the Society, the President-Elect 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 of three (3) years, with possibility of re‐election by the Board for one (1) term of the position for Treasurer and Secretary General only. The past president remains on the Board for one (1) term after the presidency. 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.
Article 6. Standing Committees:
Standing Committees deemed necessary by the General Board will be formed to oversee and actively coordinate activities within the Society. These include Awards Committee, External Affairs Committee, Communications Committee, Industry Committee, Education Committee, Early Career Researchers Committee. Each Standing Committee will have a Chair, invited from a member of the Board or recommended by the Board. The term of the Committee Chair is 3 years, and can be renewed for another term upon the Board approval. The term of Committee Members is 3 years, and can be renewed for another term by the Committee Chair’s recommendation and Board approval.
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 President-elect into the duties of the President.
Article 2: Past-President’s Duties
The President who is replaced by a President-Elect continues to be an officer and member of the Board until the next election (1 term).
Article 3: President-Elect
The President-Elect is elected to replace the President after the election cycle. He/she will support the President in his/her duties and will, upon the President’s request, take over the duties of the president, e.g. for representative purposes of the society.
Article 4: Treasurer
The treasurer manages the society’s financial affairs, prepares and presents the annual financial report. To ensure accuracy and transparency, the annual financial reports and transactions shall be reviewed and approved by the external auditors (2) designated by the Executive Board.
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. Other duties include tracking membership, distributing agenda for the Board meetings and General Assembly, and taking minutes and record keeping.
Section V- MEETINGS
Article 1: The General Assembly
An announcement inviting members to the General Assembly at the Society’s Annual Conference on “Biofabrication” should be sent to all Members at least one (1) month in advance. The agenda shall be sent to all Members no later than two (2) weeks before the date of the General Assembly. Any member may request the inclusion of items in the Agenda by notifying the Secretary General at least twenty one (21) 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, and must be approved by the Executive Board. 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 at the 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 at the annual International Conference on “Biofabrication” and electronically as needed. The Secretary General shall announce the meeting date and place to the Board members at least one (1) 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 President-Elect 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 a majority (greater than half) of the members of the Board of Directors with voting rights are present physically or virtually via teleconference.
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 meet at least quarterly per year, which may occur at the International Conference on Biofabrication and through videoconferencing. 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 President-elect 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.
Article 4: Annual ISBF Conference Organizing Committee
At least one member of the Executive Board (preferably the President, Treasurer and/or Secretary General) – or a member of the Board of Directors by delegation of the Executive Board – must sit on the Organizing Committee of each ISBF Annual Conference. This is to ensure success and continuity of annual conference structure and finances. The Chair of the Conference Organizing Committee shall provide regular updates on the preparation and progress of the conference organization to the Executive Board.
Article 5: Collection of Membership Fees at Annual ISBF Conferences
The Organizer (chair or committee) of each Annual ISBF Conference shall include and collect ISBF Membership Fees in the conference registration fee, and must reimburse the full amount of the collected membership dues to ISBF within 30 days after the conference.
Section VI – ELECTIONS
Article 1: Elections
Society holds elections annually for electing Board members for the positions that become available because current Board Members have completed their term – with one term consisting of three (3) years. Nominations for new Board members shall be submitted via email to the President-Elect by the due date indicated in the election announcement. Voting is to be conducted electronically and results will be announced prior to or at the General Assembly.
Article 2: Eligibility to Run for Board of Directors and to Vote
Regular Society members in good standing 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. 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 through electronic voting. The voting process is managed by the Executive Board.
The terms of the Board Members are three (3) years and commence at the 1st day of January 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 or past members of the Board of Directors are eligible for the position of Treasurer, Secretary General and President-Elect, provided that they did not already occupy in former years the position of President-Elect, President, or Past President of the society. Past Board members have to be nominated by a current Board member. The current Secretary General and Treasurer may be nominated for a second term, however no member of the 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 a ballot or electronic vote by the ISBF Board will take place prior to the date of the next General Assembly meeting. 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 at the General Assembly meeting to all members after the approval of the external auditors and the Board of Directors:
a. The final income and expense statement for the previous year by the current Treasurer
b. The budget and plan for the current year by the current Treasurer
c. Other items deemed necessary by the board
The annual report will be approved by all members of the Board of Directors.
Article 2: External Auditors
The Executive Committee appoints annually two external auditors who are not members of the Board of Directors. The auditors review and approve the Financial Annual Report.
Article 3: 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 4: Fiscal Year
The fiscal year of the Society shall commence on Jan 1 and end on Dec 31.
Article 5: Bank Accounts and Financial Transactions
The treasurer 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. Transactions exceeding 2,000 Euro require pre-approval from the Executive Board.
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 on “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 and Biofabrication 2017 Conference in Beijing on October 16th 2017.