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ARTICLE I (NAME) The organization shall be known as the SOCIETY FOR IN VITRO BIOLOGY (SOCIETY). ARTICLE II (MISSION) A. The mission of the SOCIETY shall be to foster exchange of knowledge of the in vitro biology of cells, tissues, and organs from both plants and animals (including humans). The focus is on biological research, development, and applications of significance to science and society. This mission is accomplished through the SOCIETY's publications; national and local conferences, meetings, and workshops; and through support of teaching initiatives in cooperation with education institutions. ARTICLE III (MEMBERSHIP) A. The SOCIETY shall consist of Regular Members, Student Members, Emeritus Members, Honorary Members, and Sustaining Members, see Bylaws, Article 1 (MEMBERSHIP-ELIGIBILITY AND CLASSES). B. Only Regular Members are eligible to vote and to hold office in the SOCIETY. Emeritus Members may vote but may not hold elective office. C. All members in the SOCIETY are expected to comply with the SOCIETY's Code of Ethics. ARTICLE IV (OFFICERS OF THE SOCIETY) A. The Officers of the SOCIETY shall be President, President-Elect, Vice President, Secretary, Treasurer and Past President. B. The duties of the Officers shall include: President The President is the Chief Executive Officer of the SOCIETY and represents the SOCIETY before public and private bodies including testimony before Congress. The President presides over the SOCIETY's Board of Directors, and Annual Business Meeting, and calls meetings of the Board of Directors three times per year. The President acts for the Membership to monitor all activities of the Business Office. The President performs additional duties as defined in the Bylaws or delegated by the Board of Directors. The President serves a two year, nonrenewable term of office preceded by election and service for two years as President-Elect. President-Elect Upon election by a majority of the Regular Members voting, this individual serves a two year term on the Board of Directors, as Chair of the Strategic Long Range Planning Committee and performs other duties as assigned by the President. Vice President Upon election by a majority of the Regular Members voting, this individual serves a two year term on the Board of Directors. His/her duties include Vice President of the Board of Directors as well as Chairing committees responsible for the SOCIETY's fund-raising (e. g. the Development Committee), and serving as Editor of the SOCIETY's Newsletter. Secretary Upon election by a majority of the Regular Members voting, this individual serves a two year term on the Board of Directors. His/her duties include, in consultation with the President: preparing the Agenda for and recording the Minutes of the Board of Directors and Annual Business Meetings; presiding over the Teller's Committee for all SOCIETY elections; and performing other duties as assigned by the Board of Directors or specified by the Bylaws. Treasurer Upon election by a majority of the Regular Members voting, this individual serves a two year term on the Board of Directors. The Treasurer is responsible for the financial well being of the SOCIETY and serves as Chair of the SOCIETY's Finance Committee. For details of financial responsibilities, see Bylaws. Past President Upon completion of the term of service as President, this individual serves a two year term on the Board of Directors and also chairs the Nominating Committee. C. The terms of office shall be for two years or until a successor shall have been duly chosen.

ARTICLE V (GOVERNANCE OF THE SOCIETY)
A. Board of Directors

1. The governing body and ultimate authority of the SOCIETY is the Board of Directors.
2. The Board of Directors shall include the officers listed in Article IV above, Chair of the Publications Committee, Chair of the Public Policy Committee, the Chairs of the Program Committee for the next two Annual Scientific Meetings and four Members at Large elected to four year terms by the Regular Membership. Two Members-at-Large are elected during each general election (so that they serve overlapping terms of office).
3. The Board of Directors will be the incorporating body and will be responsible for the policies, finances, and property of the SOCIETY.
   
   

ARTICLE VI (COMMITTEES)
A. There shall be two classes of Standing Committees of the SOCIETY:

1. Those Standing Committees charged with assisting the Board of Directors in the governance of the SOCIETY. These include the Nominating Committee, Membership Committee, Program Committee, Publications Committee, Public Policy Committee, Finance Committee, Development Committee, and Long Range Planning Committee.
2. Other Standing Committees that are key to the mission of the SOCIETY. These include the Awards Committee, Laboratory Materials and Bio-safety Committee, Education Committee, and the Constitution and Bylaws Committee.
   

B. The President may appoint ad hoc committees whose terms will expire with that of the appointing President.

ARTICLE VII (MEETINGS)
A. As approved by the Board of Directors there shall be a general meeting of the Members of the SOCIETY for the transaction of business and exchange of new scientific information. This shall be called the Annual Meeting. Scientific reports, symposia, workshops, and demonstrations will constitute the scientific portion of the Annual Meeting. The program will be organized by the Program Committee.
B. At the Annual Business Meeting, reports by the Officers and the Standing Committees will be given to Regular Members in attendance, and an opportunity for discussion will be provided.


ARTICLE VIII (PUBLICATIONS)
The SOCIETY may publish scientific communications (journals, newsletters, books, audio and visual tapes, etc.) as a means to further its objectives, or it may enter into agreements with others to disseminate the research results of its members and contributors.

ARTICLE IX (BRANCHES)
A. Various regions or areas of the U.S. having local organizations of scientists and technicians interested in the SOCIETY'S objectives may affiliate with the SOCIETY through the formation of Branches.
B. Membership in such Branches does not confer Regular Membership nor voting status in the SOCIETY.
C. Branches of the SOCIETY have full autonomy in their organization and activities, provided that these do not conflict with the provisions of this Constitution and Bylaws. Each Branch will be solely responsible for its own financial affairs.
D. The Constitution and/or Bylaws proposed by each Branch must be approved by the SOCIETY'S Board of Directors prior to enactment.


ARTICLE X (SECTIONS)
A. Sections are groups of members of the SOCIETY with a specific, categorical interest or other specification. Sections may be formed to support the needs of specialized fields of interest to the Membership.
B. Relationship of these Sections to the governance of the SOCIETY shall be determined by the Bylaws.


ARTICLE XI (AMENDMENTS TO THE CONSTITUTION AND BYLAWS)
A. All requests to or by the Board of Directors for amendments to the Constitution or Bylaws of the SOCIETY shall be referred to the Constitution and Bylaws Committee. This Committee will be responsible for periodic review of the Constitution and Bylaws and will report recommendations for amendments to the Board of Directors. It also will monitor any rules or regulations of the SOCIETY for conformity and compliance by Members of the SOCIETY.
B. Petitions for amendments also may be presented, in writing, by at least 25 Regular Members to the Constitution and Bylaws Committee anytime during the calendar year.
C. The Constitution and Bylaws Committee shall determine whether consultation with legal counsel is necessary prior to considering any suggested amendment.
D. After a report from the Constitution and Bylaws Committee to the Board, and with the Board's approval, any proposed amendment to the Constitution shall be promptly voted upon by the Regular Members of the SOCIETY. The Secretary shall tally the ballots returned to him/her within 60 days from the first date of voting.
E. Adoption of amendments to the Constitution of the SOCIETY requires an affirmative vote of the majority of the Regular Members voting.
F. The Constitution and Bylaws Committee will report to the Board of Directors its opinion regarding any proposed amendment to the Bylaws and the Board will make a decision for or against voting on the proposed amendment.
G. Adoption of amendments to the Bylaws of the SOCIETY requires a two-thirds, affirmative vote of the entire Board of Directors.
H. The results of a vote shall be announced by the Secretary in the next issue of the In Vitro Report and shall take effect upon the date of publication.

ARTICLE XII (TERMINATION OF ACTIVITY)
In the event of liquidation, dissolution, termination, or winding up of the SOCIETY (whether voluntary, involuntary, or by operation of law), the total assets of the SOCIETY, after payment of debts and bills, shall be distributed by the Board of Directors provided that none of the property or assets of the SOCIETY shall be made available in any way to any individual, corporation or other organizations, except to one or more corporations or other organizations, which qualify as exempt from Federal Income Tax under Section 501(c)(3) of the U.S. Internal Revenue Code of 1954, as the same may be from time to time amended, or to one or more corporations or other organizations, contributions to which are deductible under Section 170(c)(l) or (2) of said code, as the same may be from time to time amended.