Constitution of Controlled Release Society, Inc.
Name: The name of this Society shall be the Controlled Release Society, Inc., and may be referred to by the abbreviation CRS.
Purpose: The Controlled Release Society is an international, interdisciplinary, not-for-profit organization whose purpose shall be the advancement of the science and technology of the controlled release of chemical and biological substances. To accomplish this purpose, the Society shall hold regular meetings and shall continually encourage the exchange of information in the field of controlled release through education, research, and the dissemination of information useful to the individual and beneficial to mankind. The Society is organized and shall be operated on a not-for profit basis exclusively for advancing the science and technology of controlled release.
Bylaws of Controlled Release Society, Inc.
[Revised May 2019]
ARTICLE I: Name and Location
The name of this Society shall be the Controlled Release Society, Inc., hereinafter called the "Society" and abbreviated “CRS”. The Society’s location and principal headquarters shall be determined by the Board of Directors.
ARTICLE II: Objectives and Purposes
The Controlled Release Society is an international, interdisciplinary, not-for-profit organization whose guiding purpose shall be the advancement of the science and technology of the controlled delivery of chemical and biological substances, established in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Additionally, the objectives of the Society are as follows:
- Encourage the exchange of information in the field of controlled delivery through education, research, and the dissemination of information useful to the individual and beneficial to society.
- Foster and enhance communication between all constituencies of the Society;
- Conduct an annual business, annual scientific, and other regular meetings to foster peer communication; and,
- Develop public policy positions benefiting members and the public.
ARTICLE III: Membership
- Section 3.1: Membership Classifications. Any person or institution interested in the field of controlled delivery shall be eligible for membership. Within the Society, there shall be the following membership classifications: Member, Student or Post Doctorate Member, Emeritus, Fellow, Honorary Member, and Business Partner.
- Section 3.2: Individual Member. A person interested in the purpose of the Society and pays annual dues.
- Section 3.3: Fellow. A CRS member, Emeritus Member or Honorary Member who has been elected to the College of Fellows.
- Section 3.4: Student or Post Doctorate Member. A student or Post Doctoral Fellow who is interested in the purpose of the Society and pays annual dues.
- Section 3.5: Honorary Member. A recipient of the Founders Award. Honorary Members do not pay dues.
- Section 3.6: Business Partner Member. An organization, such as a corporation or academic institution, profit or not-for-profit that is interested in the purpose of the Society and pays dues.
- Section 3.7: Emeritus Membership. Emeritus status applies to individuals who have been members in good standing for at least 15 years, who are retired from full-time employment and who are at least 65 years of age. A member must complete an application for Board review and approval. Emeritus members pay an annual membership fee equal to the student membership rate.
- Section 3.8: Termination of Membership. The Board of Directors may recommend that any member be expelled from the Society for conduct contrary to the objectives of the Society based on the recommendation of an Appeals Committee, which will provide an opportunity for the member to defend him/herself. The Board shall vote on the question of whether the member shall be expelled. A two-thirds affirmative vote shall be necessary to expel a member. Any member who resigns or is expelled shall remain liable for any charges due at the time of the resignation or expulsion.
- Section 3.9: Additional Categories may be amended or established by the Board of Directors with the membership category and benefits provided by a two-thirds vote.
ARTICLE IV: Dues
- Section 4.1: Rates. Membership dues shall be at rates established by the Board of Directors.
- Section 4.2: Enforcement. Member benefits will be cancelled for failure to pay dues within the timeframe designated.
ARTICLE V: Membership Meetings
- Section 5.1: Membership Meetings. This Society shall hold membership meetings at such time and place as determined by the Board of Directors. One meeting each year shall be designated as the Annual Business Meeting. At least thirty (30) days notice in writing shall be given to members prior to the Annual Business Meeting. Those Members present and entitled to vote will constitute a quorum.
- Section 5.2: Special Meetings. Special Meetings of members may be called at any time by the President of the Society, or a majority of the Board of Directors or ten percent (10%) of the voting members.
- Section 5.3: Voting. At all meetings of the members, all decisions shall be determined by a majority of the members present in person.
ARTICLE VI: Officers and Duties
- Section 6.1: Officers. All officers of the Society shall be Members. There shall be an Immediate Past-President, President, President-Elect, a Secretary, a Treasurer and a Treasurer-Elect. Except in extraordinary circumstances a member can only hold each officer position once.
- Section 6.2: Term. The officers of the Society shall take office at the close of the Annual Business Meeting and shall hold office for one year or until a successor takes office.
- Section 6.3: President. The President shall be the chief elected official of the Society and shall preside at all membership, Board of Directors and Executive Committee meetings.
- Section 6.4: President-Elect. The President-Elect shall act as President in the event of the absence or disability of the President or vacancy in the office of President. The President-Elect shall perform such duties as may be prescribed by the President.
- Section 6.5: Secretary. The Secretary shall be responsible for overseeing the provision of notices of records and meetings, maintaining the minutes, overseeing the election process, maintaining the bylaws and the policy and procedure manual, and communicating Society activities to the membership.
- Section 6.6: Treasurer. The Treasurer shall be responsible for the custody, receipt and disbursement of all funds of the Society and may seek staff assistance in performing these functions. The Treasurer shall perform like duties for other entities or organizations and ensure the funds of all organizations are separately maintained. The Treasurer-Elect shall act as Treasurer in the event of the absence or disability of the Treasurer or vacancy in the office of Treasurer. The Treasurer-Elect shall become the Treasurer when the Treasurer's term of office concludes at the close of the Annual Business Meeting.
- Section 6.7: Past President. The Past President shall supervise the nominating process, chair the nominating committee and assist the President as necessary.
- Section 6.8: Replacement. In case of death, resignation, expulsion, removal or inability of any officer to serve, a successor may be appointed for the balance of the unexpired term by the President with the approval of the Board of Directors, except in the case of the President, in which case the successor shall be the President-Elect and in the case of the Treasurer, in which case the successor shall be the Treasurer-Elect.
ARTICLE VII: Board of Directors
- Section 7.1: Control of the Society. The governing body of this Society shall be the Board of Directors, which shall have supervision, control and direction of the affairs of the Society. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee.
- Section 7.2: Number. The Board of Directors shall consist of eleven (11) voting members and one ex-officio nonvoting member. Voting members are: Immediate Past-President (who shall automatically serve as an officer for the year after the term as President), President, President-Elect, Secretary, Treasurer, Treasurer-Elect, and five (5) Director-At-Large. The Chief Staff Executive will serve as an ex-officio member, without vote.
- Section 7.3: Timing of Duties. Newly elected directors shall take office at the close of the Annual Business Meeting.
- Section 7.4: Elections. Each year the membership shall elect the President-Elect, the Secretary, the Treasurer-Elect, and one (1) or two (2) At-Large Directors. At-Large Directors shall be elected for a term of three years. All officers and the Treasurer-Elect shall hold office for a term of one (1) year. Any At-Large Director, who serves a full three-year term shall not be eligible for re-election for the term immediately subsequent, unless by virtue of election as an officer. It is the intent of these bylaws to bring new members into leadership roles whenever possible.
- Section 7.5: Quorum. Majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business. In the event of a tie vote, the vote of the President shall break the tie.
- Section 7.6: Meeting Procedure. From time to time, the Board of Directors shall establish the parliamentary authority to be used for conducting Society meetings.
- Section 7.7: Call of Meetings. The President may call meetings of the Board of Directors with fifteen (15) days' notice of such meetings. The President shall, at the request in writing of four (4) members of the Board of Directors issue a call for a special meeting of the Board of Directors and fifteen (15) days' notice shall be required for a special meeting.
- Section 7.8: Compliance of Written Ballot; Approval. The Board of Directors may vote by written ballot, provided that all voting members of the Board of Directors consent to the procedure, and a majority of the Board must vote in favor of the issue presented in order for it to be approved.
- Section 7.9: Vacancies. Any vacancy occurring on the Board of Directors shall be filled by appointment by the President with concurrence of a majority of the Board of Directors. A director so appointed to fill a vacancy shall serve only until the next Annual Meeting. At that time, the director position shall be filled in accordance with the provision of Article XI, Section 2, Nominating Committee, and Written Ballot Election Procedures. If the vacancy occurs within 3 months of the election of new directors, the vacancy will not be filled, but filled during the next election cycle.
- Section 7.10: Removal. The Board of Directors may, at its discretion, by a vote of two-thirds of its members, remove any officer or director.
- Section 7.11: Indemnification. The Society shall indemnify officers, directors and employees to the fullest extent permitted by state and or federal law, for expenses such parties may incur in the defense of any action brought against them by reason of their being officers, directors or employees of the Society. This indemnification may include, upon approval of the Board of Directors, the advancement of costs and expenses incurred with the defense of any such action. However, such indemnification will not be permitted in cases where the officer, director or employee has been adjudged by competent authority to be liable for gross negligence or is guilty of misconduct.
ARTICLE VIII: Staff and General Counsel
- Section 8.1: Advisors. The Board of Directors is empowered to retain an association management company, the chief executive staff officer and legal counsel as may be necessary to carry out the functions of the Society.
- Section 8.2: Chief Staff Executive. The chief staff executive shall be given such title as may be prescribed by the Board of Directors and shall assume such duties in a position description as may be assigned by the President with the approval of the Board of Directors.
- Section 8.3: General Counsel. The General Counsel of the Society shall attend to, and act on behalf of, the Society in all matters requiring legal services. General Counsel shall not be employed by a management company or firm with financial interest in the Society and have no conflict of interest with the Society or other clients.
Article IX: Voting
- Section 9.1: Elections of Officers and Directors. Election of the officers and directors of the Society shall be done by written ballot pursuant to the procedures established in Article XI.
- Section 9.2 Voting:
- Voting members of the Society shall be entitled to cast one vote in any matter or election voted on by the membership.
- Unless otherwise provided, the Board of Directors may submit any matter, excluding elections of officers and board members, to the membership for a vote at the annual business meeting or by regular or electronic ballot in lieu of a meeting with thirty (30) days' notice.
- Unless otherwise provided, any election or other matter voted on by the membership shall be decided by a simple majority of votes cast.
- Responses from ten (10%) of the eligible voting members via ballot or a simple majority of members present at the annual business meeting shall constitute a valid election.
- There shall be no proxy voting.
ARTICLE X: Executive Committee
- Section 10.1: Number. There shall be an Executive Committee consisting of six (6) members: the five (5) officers, and the chief staff executive who serves as an ex-officio member without vote.
- Section 10.2: Authority. The Executive Committee may act for the Board of Directors pursuant to delegation of authority to such Committee by the Board of Directors.
- Section 10.3: Quorum. A majority of the voting members of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The President shall call such meetings of the Executive Committee as the business of the Society may require. A meeting of the Executive Committee may be called at any time on the request of three voting members of the Executive Committee with fifteen (15) days' notice.
ARTICLE XI: Nominating Committee
- Section 11.1: Number. At the first meeting of the Board of Directors after the Annual Meeting, the President, with the approval of the Board of Directors, shall name a Nominating Committee consisting of a minimum of five (5) individual representatives of the Membership, one (1) of whom shall be a member of the Board, in addition to the Past President, who shall chair the committee. This committee shall be formed in accordance with and with respect to the Diversity and Inclusion guidelines.
- Section 11.2: Procedure. Written ballot election procedures:
- (a) At least 120 days prior to the Annual Business Meeting the Nominating Committee will issue a Call for Nominations. At least 90 days prior to the Annual Business Meeting of the Society, the Nominating Committee shall present to the membership a report consisting of nominations of one or more candidates for President-Elect and Secretary who have previous board experience, one or more candidates for the Treasurer-Elect position and 3 or more candidates for At-Large-Directorships. The report shall include a short biographical sketch of each candidate nominated and procedures to be followed for additional nominations.
- (b) At least 60 days prior to the Annual Business Meeting, any additional nominations for the President-Elect, Secretary and Treasurer-Elect or directorship shall be made by petition addressed to the Executive Director. Candidates for President-Elect and Secretary positions need to have had current or previous CRS board experience. Such nominations must be sponsored by at least thirty (30) of the Regular members at least 60 days prior to the Annual Business Meeting.
- (c) At the close of the nomination period, sixty (60) days prior to the Annual Business Meeting, the Secretary shall report the nominations to the Board of Directors.
- If there is only one nominee for any office or directorship, the Secretary shall certify a unanimous ballot for said officer or director.
- If there is more than one nominee for any office or directorship, the Secretary shall submit a ballot to the membership, listing all candidates for each office and directorship, for which more than one candidate has been nominated. Said ballot shall have a short biographical sketch of each nominee and shall be submitted to the membership at least forty-five (45) days prior to the Annual Business Meeting.
- Completed ballots must be received by the Secretary at least twenty-one (21) days prior to the Annual Business Meeting to be valid and the Society shall provide a notice of said requirements.
- In the event that the current Secretary is on the ballot, The President shall name a member of the Executive Committee who is not on the upcoming ballot to certify the ballot and election results. This will most likely be the current President-elect or Treasurer.
- In the event of a tie in any election, the Board of Directors shall elect one of the candidates involved to fill the office or directorship in question. The President will break all tie votes of the Board.
- In order for a candidate to be eligible for election to the President-Elect or Secretary position, that individual must have previously served at least a full term on the Board, unless appointed to do so to fill a vacancy between elections. In this case, the President may appoint an At-Large Director who has not completed a term to fill the vacancy for the remaining period.
ARTICLE XII: Board of Scientific Advisors, Standing and other Committees and Task Forces
- Section 12.1: Committees. The President, with the approval of the Board of Directors, may establish such Committees, sub-Committees or task forces as needed.
- Section 12.2: Foundations, Commissions and Boards: The Board of Directors, with a majority vote may establish any commissions of the association, and appoint, from time to time, the Chair, Vice Chair and members of such commissions, with terms to be served.
- Section 12.3: Chief Staff Executive. The chief staff executive of the Society or his/her representative shall be an ex-officio member without vote of all Committees, sub-Committees, task forces, ad hocs or other governance entities as needed.
- Section 12.4: Ex-Officio. The chief staff executive shall serve in an ex-officio capacity on the Board of Directors of the Society without vote.
- Section 12.5: Standing Committees. There will be four standing committees of the Society: a nominating committee, a finance committee, an audit committee and annual meeting committee. There will be a board liaison appointed to each of the standing and other committees of the Society.
ARTICLE XIII: Relationship with Chapters and Affiliates
The Society may invite state, regional or local chapters or affiliates, or other related associations, to affiliate or partner in activities and programs of mutual interest. Relationships between the Society and affiliates will be defined, from time to time, by the Board of Directors.
ARTICLE XIV: Amendments
- Section 14.1: Amendments. These Bylaws may be amended or repealed by a two-thirds vote of the Board of Directors. Notice of such proposed changes must be sent in writing to the Board thirty (30) days prior to the scheduled vote. If a Board member is unable to attend the meeting, a written vote will be accepted. The Board of Directors may propose amendments on its own initiative or upon petition of any fifty (50) Regular members addressed to the Board. After the Board has passed an amendment to the Bylaws, the Board shall inform the members and the members shall have 30 days from notification to appeal passage of the amendment. Should (fifty) 50 members appeal the amendment, the bylaw change shall go to the entire membership for approval. After 30 days, without appeal, the amendment becomes part of the bylaws.
- Section 14.2: Bylaw Repeals. A bylaw provision may be repealed by a simple majority of the membership.
ARTICLE XV: Amendments
- Section 15.1: The fiscal year of the Society shall begin January 1 and end December 31.
- Section 15.2: The accounts of the Association shall be audited not less frequently than annually by an independent auditor.
ARTICLE XVI: Mergers, Consolidations and Dissolution
The merger, consolidation, or dissolution of the Society shall be in conformity with the appropriate provisions of Chapter 1702 of the State of Ohio (U.S.A.) Revised Code. In the event of the dissolution or final liquidation of the Society, its remaining net assets shall be distributed to such nonprofit corporations or associations as are exempt from Federal Income Tax under sections 501(c)(6) or (3) of the Internal Revenue Code of 1986, as amended, as the Board of Directors in the exercise of its discretion may determine. No part of such net assets may inure to the benefit of any individual, Member, Board Member or similar person.