Constitution

ByLaws

ARTICLE I
NAME AND PURPOSE

SECTION 1. The name of this organization shall be the American Society of Andrology.

SECTION 2. The purposes of this Society are to advance and promote the knowledge of the male reproductive tract, the male gamete, and Andrology in general by fostering interdisciplinary communication within the science, by holding conferences and meetings, by publication of meritorious studies, or by any other means which may be deemed appropriate.

SECTION 3. This association is organized exclusively for charitable, scientific, literary or educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954.

SECTION 4. Notwithstanding any other provision of these articles, the association shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501 (c) (3) or corresponding portion of any future United States Internal Revenue law.

ARTICLE II
MEMBERSHIP

SECTION 1. Membership in said Society shall consist of Charter Members, Active Members, Associate Members, Life Members, Trainee Members and Emeritus Members as these classes are defined by the Bylaws.

ARTICLE III
OFFICERS AND COUNCIL

SECTION 1. The management of the Society shall be vested in an Executive Council composed of the elected Officers of the Society and the Immediate Past President.

SECTION 2. The elected Officers of the Society shall be the President, the Vice-President, the Secretary, the Treasurer and twelve (12) Council Members. All elected Officers of the Society must be Active Members of the Society.

SECTION 3. The Executive Committee of the Executive Council shall be the President, Vice President, Treasurer, Secretary and Immediate Past President of the Society.

SECTION 4. The terms of office and the manner of election of Officers and Council Members and filling of vacancies shall be provided in the Bylaws.

ARTICLE IV
MEETINGS

SECTION 1. The Society shall hold an annual business meeting and an annual scientific meeting at a time and place specified in the Bylaws or as otherwise provided. The Society may sponsor other meetings of educational or scientific interest to the Society when approved by the Executive Council.

ARTICLE V
AMENDMENTS

SECTION 1. A petition to change the Constitution must bear the signature of fifteen (15) or more Active Members or must bear the signatures of a majority of the Executive Council Members, a majority vote in Council assembled substituting in full. Active Members must be notified of the proposed amendment(s) which requires the approval of two-thirds (2/3) of the Active Members responding to the proposed amendment(s). The procedure for balloting and approval of amendment(s) shall be described in the Bylaws.

SECTION 2. Amendments made necessary by law will become effective immediately without membership consent unless a vote is requested by the Executive Council. The membership will be notified of any amendments instituted under this article by their being posted on the Society’s website.

SECTION 3. Bylaws may be amended by a simple majority of the Active Members responding to ballot for the proposed change.

ARTICLE VI
TERMINATION OF THE SOCIETY

SECTION 1. It is further hereby resolved that if the Society ceases to exist, all monies in the Treasury of the American Society of Andrology after payment of all outstanding debts, shall be contributed to a qualified charitable organization which is tax exempt under Section 501 (c) (3) of the Internal Revenue Code. That organization should be devoted to medical education and research and shall be chosen by the last Executive Committee of the Society.

The Principal business office of the Society shall be located in the State designated by the Executive Council. No other office of the Society shall exist.

ARTICLE I
MEMBERSHIP QUALIFICATIONS AND PRIVILEGES

SECTION l. The Members of the Society shall be: (a) Charter Member: Any physician, veterinarian, or scientist admitted to the Society during the charter period terminating December 31, 1975. Subsequent to this period they shall be considered an Active Member. (b) Active Member: Any professionally qualified physician, veterinarian, scientist, or allied health professional with an interest in and evidence of scientific contributions in the field of Andrology shall be eligible for membership in the Society. (c) Associate Member:Any professional beyond the trainee stage with a non-doctoral degree with an interest in and evidence of contributions in the field of andrology shall be eligible for membership in the Society. (d) Life Member: Any active member who makes a single payment equivalent to twenty (20) years of dues to the society. (e) Trainee Member: Any student in a degree-granting program, any post-doctoral basic science or clinical fellow, or any medical or veterinary intern or resident interested in the progress and development of Andrology is eligible for membership. (f) Emeritus Member: Any member who has retired and who is worthy of the designation of Emeritus status based on contribution to the field of Andrology and to the Society. Emeritus membership requires the approval of the Membership Committee. Emeritus members will not pay membership dues and will not receive the Journal of Andrology but will receive all mailings and will have Annual Meeting registration fees waived. Charter Members, Active Members, Life Members, Trainee Members and Emeritus Members shall herein after be referred to as Members, except where specifically identified.

SECTION 2. Application for Active, Associate or Trainee membership shall include necessary biographical information. Applications for Trainee membership must include a letter from the applicant's supervisor confirming trainee status. The application shall be forwarded along with the full amount of the annual dues to the business office for approval by the Membership Committee. Membership approval requires the signature of the Membership Committee Chair or another member of the Membership committee serving as the Chair designate.

SECTION 3. Membership may be terminated following written notice of resignation by the member, or for cause upon recommendation of the Executive Council. Any person in arrears for dues for one year shall cease to be a member of the Society. Any former member, not expelled by the Executive Council may reapply for Society membership. Those having lost membership due to nonpayment of dues may be reinstated by payment of owed dues to include the current year so long as that payment is within one (1) year of their loss of membership. All other former members may reapply for membership by the application process stipulated in Article 1, Section 2, above.

SECTION 4. Active Members alone shall have power to hold office, elect Officers and change Bylaws.

ARTICLE II
ELECTION OF OFFICERS AND COUNCIL MEMBERS

SECTION 1. The Officers and Council Members shall be elected by written or electronic ballot distributed to the membership by the Society’s business office at least sixty (60) days prior to the annual meeting or by January 15, whichever is the longer period of time. To be valid, ballots must be returned to the business office of the Society or to another site designated on the ballot, at least fifteen (15) days prior to the annual meeting. The business office shall be charged with the responsibility of conducting the tally for all elections. In the event of a tie vote for any office, the Business Manager will notify the President and the Chair of the Nominating Committee and extend the deadline for receipt of votes for that office only for an additional seven (7) days. If a tie vote still exists, vote by the Executive Council by secret ballot will resolve the matter. Validation of election results shall be made by the Executive Council prior to the annual business meeting.

SECTION 2. (a) The Vice President, one third (1/3) of the Council and two (2) at Large Members of the Nominating Committee are to be elected in each annual election. The Secretary and Treasurer are to have staggered terms of office beginning in different years. (b) At least two (2) people are to be nominated for each expired office. (c) Nominations for members of Executive Council should achieve an equal balance between candidates with specific interests in the clinical and basic sciences of andrology who are Active, Charter or Life Members. (d) Nominations for expiring offices are to be solicited from the membership. All nominees for Vice-President, Secretary, or Treasurer must have served previous terms on the Executive Council. Nominations by the Nominating Committee will not necessarily be limited to those individuals names provided by the membership. Write-in nominations for any office receiving the signature support of twenty-five Active or Charter Members will automatically be placed on the ballot provided they are received by the Nominating Committee in time to be included in the standard ballot mailing. (e) The ballot should be accompanied by biographical information for each candidate. The voting procedure shall be determined by the Executive Council.

SECTION 3. (a) The successful candidate(s) for each office will have received the highest number of votes. (b) The successful candidates for members of the Executive Council will have the highest and next highest number of votes in each of the clinical and basic science categories, such that each category is equally represented on the Executive Council. (c) Write-in votes for Active Members not on the ballot shall be accepted. If the write-in candidate receives the most votes and the candidate accepts them, this person shall be certified the winner. If this write-in candidate does not accept them, the person receiving the next highest number of votes shall be certified the winner.

SECTION 4. The Vice-President shall be the President-Elect and shall succeed to the Office of the President upon completion of the President’s term. If for some reason the President cannot complete the term, the Vice-President will succeed to the Office of the President upon notification by the Executive Council. The Vice-President shall serve the uncompleted term of the former President and for the succeeding full term for which he/she was elected. A new Vice-President will be selected in the next election of Officers.

SECTION 5. Should the Office of the President be vacated by the President and the succeeding Vice-President the Executive Council shall determine the President, from its membership, by two-thirds (2/3) affirmative vote. Should one or more of the offices of Vice-President, Secretary or Treasurer be vacated, the Executive Council shall appoint someone by two-thirds (2/3) affirmative vote to conduct the essential duties of the office until the next election. At the next election the uncompleted portion of the vacated office shall be filled.

SECTION 6.The term of the President shall be one (1) year; the term of the Vice-President shall be one (1) year preceding his/her term as President. The Secretary and the Treasurer shall serve for staggered terms of three (3) years. The term of members of the Executive Council shall be three (3) years. All Officers except for the President and Vice-President, may succeed themselves if nominated and if they receive the highest number of votes cast for their offices, in the election conducted immediately prior to the termination of their term.

SECTION 7. The President of the Society shall be the Chairperson of the Executive Council. The Secretary of the Society shall be the Secretary of the Executive Council. Chairpersons of the Standing and Ad Hoc Committees shall be considered as non-voting members of the Executive Council when their presence at meetings of the Council is required to facilitate the execution of their duties.

SECTION 8. If any of the Elected Officers are unable to execute their duties or if they perform their duties in a manner not in accord with the goals or aims of the Society, they may be removed from their office. A unanimous decision by the remaining members of the Executive Council shall be required for removal under this stipulation. The general membership may petition the Executive Council to remove any Officer for the aforementioned reasons. Such petition must specify reasons and require the signatures of at least ten (10) Active Members. Any Executive Council member missing three (3) consecutive Executive Council meetings shall be removed from office. This removal will be subject to appeal to the Executive Committee whose majority decision will be binding.

ARTICLE III
BUSINESS OFFICE

SECTION 1. A business office may be established as stipulated in Article IV, Section 5. The business office of the Society shall be located in the State designated by the Executive Council. No other office of the Society shall exist.

SECTION 2. The business office shall work with the Officers and Chairpersons of the Society to facilitate the accomplishment of their duties and shall provide the day-to-day management of the Society’s business. The person appointed to direct this office shall be the Executive Director.

SECTION 3. The Executive Director shall be responsible for the management of the office and insuring the business of the Society is conducted in a timely, professional manner. The Executive Director shall be familiar with the Society’s Constitution and Bylaws as well as the Manual of Standard Operating Procedures. The Executive Director shall insure that duties stipulated in either document that require action by the business office or by the Executive Director are known by appropriate staff and are complied with. The Executive Director shall be responsible for insuring that the Manual of Standard Operating Procedures is complete and updated as necessary to comply with directives of the Executive Council.

ARTICLE IV
DUTIES OF OFFICERS AND COUNCIL

SECTION 1. The President shall be the principal Executive Officer of the Society and shall preside at all meetings of the Society and of the Executive Council. The President shall make a report to the members of the Society covering the activities of the Society and its Executive Council for the full period of his/her term of office. The President shall appoint Chairpersons of Standing Committees as described in Article V, Section 2.

SECTION 2. The Vice-President shall in the absence of the President preside at all meetings of the Society and its Executive Council. Upon taking office, the Vice-President shall appoint the Chairpersons of the Program Committee, the Local Arrangements Committee, and the Post-Graduate Committee for the annual meeting to be held during his/her term of office as President. The Vice-President shall insure appropriate coordination between the Program Committee, the Post-Graduate Committee, the Laboratory Workshop Committee, and the Local Arrangements Committee for the annual meeting to be held during their term of office as President.

SECTION 3. The Secretary shall keep minutes of all meetings of the Society including all Executive Council meetings. The Secretary shall assist the President, as requested, in the efficient proceeding of Executive Council and annual business meetings. Copies of minutes shall be transmitted to all Executive Council Members within thirty (30) days of any such meeting. Minutes of the annual business meeting shall be made available to the membership within forty (45) days of the annual meeting.

SECTION 4. The Treasurer shall be responsible for oversight of the Society’s finances.
(a) He/she shall provide summary reports of the Society’s finances to the Executive Committee at both the annual meeting and the interim Council meeting. The Treasurer shall also provide a report to the membership of the Society at its annual business meeting. Monthly financial summaries of all deposits, withdrawals, or other account activities related to the Society’s business shall be provided by the business office, examined by the Treasurer, and approved if appropriate. Discrepancies within financial reports shall be resolved with the Executive Director or submitted to the Executive Committee for further action.
(b) An audit must be done at least once every three (3) years. The auditing firm shall be selected by the Treasurer in consultation with the Finance Committee Chairperson and transmitted to the Executive Council and the Executive Director by the Treasurer.
(c) Written promises to pay money, not including checks rendered in the ordinary business of the Society, must bear the signature of the President or, in his or her absence, the Vice President. Such written promises ordinarily shall have the approval of two-thirds (2/3) of the Council members and the Chair of the Finance Committee. In the event that immediate action regarding significant financial commitments is required between regularly scheduled Council meetings, the Executive Committee, in consultation with the Finance Chairperson, are empowered to make such financial commitments when all members of the Executive Committee unanimously agree. If there is any dissenting vote, then the approval of two-thirds (2/3) of the Council members will be required. Actual payments shall be as described in Article III, Section 4.

SECTION 5. (a) The government of the Society and the management of its affairs shall be vested in the Executive Council. The Executive Council shall have an exercise over all the powers vested in the Society which may arise between the meetings of the Society except as limited from time to time by the Society and except the power to amend the Constitution and the Bylaws of the Society. Fifty percent (50%) plus one (1) of the total number of members serving on the Executive Council shall constitute a quorum. In the event that immediate action regarding government or management is required between regularly scheduled Council meetings, the Executive Committee shall be empowered to make decisions when all members of the Executive Committee unanimously agree. If there is any dissenting vote, then the approval of two-thirds (2/3) of the Council members will be required. The Executive Committee will provide formal notification of its actions to the Executive Council. (b) The Executive Council shall constitute the Board of Inquiry for the investigation of all charges brought against members with regard to the appropriateness of their continuing membership or official position in the Society and shall have the power to terminate membership following a unanimous Council vote. The concerned member may appeal the decision to the membership at the annual business meeting. Two-thirds (2/3) affirmative vote of the present membership are required to sustain the Council decision. (c) The Executive Council may select in a manner of their choosing an individual or a firm to provide a business office for the daily running of the Society’s affairs. The general duties of the business office and Executive Director are contained in Article III, Section 1 of these bylaws. Any Council member who misses three (3) consecutive Council meetings will be dropped from Council.

ARTICLE V
COMMITTEES

Section 1. The Standing Committees of the Society shall be the Andrology Laboratories Committee, Archives and History Committee, Awards Committee, Basic Science Workshop Committee, Constitution and Bylaws Committee, Diversity Committee, Endowment and Development Committee, Ethics Committee, Finance Committee, Future Meetings Committee, Industrial Relations Committee, International Liaison Committee, Journal Oversight Committee, Liaison Committee, Local Arrangements Committee, Membership Committee, Nominating Committee, Program Committee, Publications and Communications Committee, Public Affairs and Policy Committee, and Trainee Affairs Committee.

SECTION 2. The incoming President shall appoint Chairpersons for each of the Society’s Standing Committees, as required. Appointments shall be made prior to the Annual Business Meeting and shall have the approval of the majority of the Executive Council. The President may appoint Chairpersons to ad hoc Committees as considered necessary for the proper execution of the business of the Society. Whenever possible, one Executive Council Member shall be appointed to membership of each Standing Committee.

SECTION 3. Chairpersons may be appointed to consecutive terms as desired by consecutive Presidents. The minimum terms of office of the Chairpersons of each of the Standing Committees and the duties of the Committees shall be as follows:

Constitution and Bylaws Committee: The Chairperson shall serve for at least one (1) year and shall remain as a member of the Committee thereafter for an additional year. The duties of the Committee shall be to make recommendations to the Society for such changes in the Constitution and Bylaws as may be required for the legal and proper conduct of the Society’s business. Such recommendations must be submitted in writing to the membership by the business office at the time ballots are distributed as described in Article II, Section l.

Awards Committee: The Chairperson should serve for at least one (1) year and thereafter remain a member of the Awards Committee for a period of at least one (1) year. The duties of the Awards Committee are to solicit nominations for the Society’s awards, to select the awardees, to advise them of their selection, and to conduct the awards ceremony. Additionally, the Committee evaluates trainee presentations at the annual meeting for the selection of the New Investigator and other trainee awards. The Committee also evaluates proposals for establishing and funding new awards that recognize the accomplishments of andrologists in research and medicine.

Trainee Affairs Committee: The Chairperson should serve for at least one (1) year and thereafter remain as a member of the Committee for a period of at least one (1) year. The Trainee Affairs Committee will foster activities which enhance the Society’s Trainee Members scientific interest in Andrology, encourage their active participation within the Society, provide a position announcement service at the Annual Meeting and develop other activities that will encourage continued trainee membership enrollment.

Future Meetings Committee: The Chairperson should serve for a least one (1) year and thereafter remain as a member of the Committee for a period of at least (1) one year. The duties of the Future Meetings Committee will be to solicit and screen applications for future meeting sites and recommend appropriate locations and dates to the Executive Council. In addition, it will serve as a liaison to the Local Arrangement Committee.

Industrial Relations Committee: The Chairperson will be appointed by the President and will serve for at least three (3) years. The Chairperson of the industrial relations committee will be a part of, and interact closely with, the program committee as the role of the Industrial Relations Committee will be to identify new and maintain existing opportunities to obtain industry support for the annual meeting and agenda.  The incoming committee Chairperson will be an experienced member of the committee having served at least 2 years as a committee member.  The outgoing  Chairperson  will remain on the committee for one year after serving as Chairperson to ensure continuity. The industrial relations committee will identify donors and recommend and coordinate solicitation of financial support with the endowment and development committee to avoid duplicate solicitation from the same sources.  Because coordination between the Industrial Relations and Endowment and Development committees is critical, the Chairperson of the industrial relations committee will also be a member of the Endowment and Development Committee.

International Liaison Committee: The Chairperson shall serve for at least one (1) year and thereafter remain as a member of the International Liaison Committee for a period of one (1) year. Committee members shall be chosen by the Chair. It is the duty of the Committee to establish and maintain cordial communications with scientific societies in other countries that foster similar goals and aims as those expressed by the American Society of Andrology. Additionally, at the request of the Executive Council, the Committee will undertake assignments for the Society regarding international affairs.

Local Arrangements Committee: The Chairperson shall be selected by the Vice-President upon his/her assuming office. The Chairperson shall serve for two (2) years, his/her appointment ending with the completion of the annual meeting held during the appointing Vice-President’s term as President. The Local Arrangements Committee shall assist the business office with hotel or other meeting-site selection and contracting, shall plan and make arrangements for the annual meeting banquet and other local activities, as necessary, and shall perform his/her duties in coordination with the Program Committee Chairperson and business office. The Chairperson shall also consult with the Chairs of the Post-Graduate and Andrology Laboratories Committees to insure arrangements are appropriate for their assigned activities at the annual meeting.

Andrology Laboratories Committee: The Chairperson will serve for at least one (1) year and shall remain as a member thereafter for an additional year. It is the duty of the Andrology Laboratories Committee to provide an educational platform for laboratory technologists, clinicians and scientists in order to facilitate enhancement of their performance and service in andrology laboratory services. This will be carried out, in part, through the Andrology Laboratory Workshop that will convene in conjunction with the Annual Meeting of the Society. The Committee shall be responsible for choosing a program, selecting speakers, and submitting the proposed program to the Executive Council for approval at the interim Council meeting prior to the annual meeting being served. Stipulations regarding invitations, honoraria and reimbursements for travel, hotel, and per diem expenses will comply with the practices stipulated for the Program Committee in Article V, section 3 of these Bylaws.

Diversity Committee: The Chairperson shall serve for at least one (1) year. The duties of the Diversity Committee are to assure diversity in Society programs, to increase attendance by minorities at the Annual Meeting, and to increase minority participation in male reproductive medicine and science. The Committee will work in collaboration with the Program Chair, the Membership Committee, the Trainee Affairs Committee, and others as appropriate.

Archives and History Committee:  The Chairperson will serve for at least three (3) years.  The Committee will consist of the chairperson plus at least four (4) or more members with photographic and archival expertise.  The duties of the Committee are to preserve the history of the American Society of Andrology and to make this history available and alive in promoting the field of Andrology for future generations.  It will diligently seek to identify and archive any and all elements, both photographic and non-photographic, that relate to the ongoing history of the Society.

Public Affairs and Policy Committee:  The Chairperson will serve for at least one (1) year.  The duties of the Committee are to identify issues of importance sufficient to merit a position statement by the American Society of Andrology, to commission draft documents for review and publication, and to act as a communications link between the members of the Society and the public.

Endowment and Development Committee: The Chairperson will be appointed by the President and will serve for at least three (3) years.  The Endowment and Development Committee will create policies for establishing  endowment fund(s), their maintenance and distribution; identify and cultivate potential donors; develop and manage capital campaigns; and review donor solicitation for the Annual Meeting.  The President, Vice-President, Treasurer and Finance Committee Chairperson will be ex-officio members of the Endowment and Development Committee. The incoming committee Chairperson will be an experienced member of the committee having served at least 2 years as a committee member.  The outgoing Chairperson will remain on the committee for one year after serving as Chairperson to ensure continuity. This committee will coordinate efforts with Industrial Relations Committee therefore the Chair of the Industrial relations committee will be a committee member.

BASIC SCIENCE WORKSHOP COMMITTEE: The Basic Science Workshop is held on the day immediately preceding the start of the Annual Meeting in alternating years when there is no Testis Workshop. The Chairperson will serve for two years and remain as a member for an additional two years.  The Chairperson, in consultation with Committee members, will decide the overall program emphasis and its organization, recommend fees to be paid by delegates and as necessary request financial support from the Executive Council. The Basic Science Workshop Committee is charged with developing a program for the Workshop, submitting the program outline with key speakers to the Executive Council for approval at the interim Council meeting prior to the Annual Meeting being served, advertising the workshop to recruit annual meeting delegates as speakers and facilitating onsite organization of the event. 

JOURNAL OVERSIGHT COMMITTEE: A Chairperson and three (3) members of the Committee shall serve for four (4) years with staggered terms.  The members of the Committee shall work jointly with four (4) members of the European Association of Andrology (EAA) to direct publication of the ASA-EAA co-sponsored journal, Andrology.  The full 8-member Oversight Committee shall directly oversee the business policies of the Journal and, in conjunction with the Editors, policies regarding content. The Journal Oversight Committee will select a candidate(s) for the ASA-representative Editor-in-Chief of Andrology and recommend the candidate(s) to Council.  Council appoints the Editor-in-Chief, choosing from candidates recommended by the Journal Oversight Committee.  The Committee will work with the Editors of Andrology to evaluate and recommend the Associate Editors and Editorial Board Members of the Journal.  The Committee will participate in the evaluation of the Editors and make recommendations for improvement in editorial and journal practices as appropriate.  The Committee will participate in the negotiation and acceptance of contracts with potential publishers of Andrology and monitor the performance of the publisher and negotiate for improvements or move to renegotiate the contract as appropriate.  The Committee will work with the publisher regarding items such as publication fees, subscription fees, requests for bulk reprinting of articles, and authorizations for copyright permissions for reproductions of figures and articles from Andrology.  The Committee will determine who should receive gratis hardcopy and on-line copies of Andrology and work with the publisher to make them available.

ARTICLE VI
MEETINGS

SECTION 1. Place of Meetings: All annual meetings shall be held at a location designated by the Executive Council. Executive Council meetings shall be held twice each year, one at a location of and immediately preceding the Annual Meeting and the other, an Interim Council Meeting shall be held at a location and time designated by the President within the stipulations of Article V, Section 6 of the Bylaws. All meetings shall be advertised by appropriately timed mailings.

SECTION 2. Annual Meetings: The Executive Council shall determine the date of the Annual Business and Scientific Meeting. A quorum for conducting the annual business meeting shall consist of thirty-five (35) Active Members of the Society.

SECTION 3. Special Meetings: Special meetings of the members for any purpose whatsoever may be called at any time by the President or the Executive Council.

SECTION 4. Executive Council Meetings: At least one meeting of the Executive Council shall be held at each Annual Meeting of the Society. In the interval between annual meetings, the Executive Council shall have an Interim Council meeting not less than three (3) months before the Annual Meeting;. In exceptional circumstances the President with the agreement of the Executive Committee may decide an Interim Council meeting is unnecessary and may submit any necessary questions by mail to the Executive Council for their decision.

SECTION 5. Proxy Voting: There shall be no voting by proxy.

ARTICLE VII
DUES

SECTION 1. The annual dues shall be set by the Executive Council upon recommendation by the Finance Committee and shall include a subscription to the Journal of Andrology in print and/or electronic form as determined by the dues structure set forth by the Executive Council.

SECTION 2. Payment of dues shall be on or before January 1. The dues payment shall cover the period January 1 to December 31 of each year.

SECTION 3. Any person delinquent in dues for six (6) months shall be declared an Inactive Member. Inactive Members are not eligible to vote or receive the Journal of Andrology at the Active Members reduced rate. Any person delinquent in dues for one (1) year shall no longer be a member of the Society and must re-apply for membership as stipulated in Article 1, Section 3 of these Bylaws.

ARTICLE VIII
ENDOWMENT FUNDS

Endowment funds shall be placed in accounts separate from general funds. The principal may not be used; accrued interest shall be applied to purposes for which the funds were named.

ARTICLE IX
AMENDMENTS

The Constitution and Bylaws of the Society shall be subject to alteration or repeal as described in Article V, Section 1 of the Constitution. The suggested revisions must be submitted to all members at least thirty (30) days prior to the voting. The submission of proposed revisions may be made by electronic or paper means. The vote may be taken by mail or electronic ballot or voted on at the Annual Meeting of the Society, provided that the procedure and method of voting is described at the time the proposed revisions are submitted to the members. Changes in the Constitution or Bylaws shall require the affirmative vote of two-thirds (2/3) of those members responding by written ballot or present at the Annual Business Meeting of the Society.

ARTICLE X
PROCEDURE

Procedures and other items, not specified in these Bylaws or by action of the Executive Council or of the membership in business meeting assembled, shall be in accordance with the Rules of Order by Henry M. Robert.

ARTICLE XI
AWARDS

Distinguished Andrologist Award: This is the highest award of the Society, presented annually to an individual who has made an outstanding contribution to the progress of Andrology.

Young Andrologist Award: This annual award is bestowed upon an Active Member of the American Society of Andrology who at the time of the award, is less than forty-five (45) years of age and who has made significant contributions to the field of Andrology.

New Investigator Award: This award is conferred upon anyone qualified to be a Trainee Member of the Society who, in the judgment of the Awards Committee, has presented at the Annual Meeting the best original laboratory or clinical research report in andrology. This award is to be presented at the Annual Meeting in years when an appropriate individual is identified.

Trainee Merit Awards: These awards are conferred upon those individuals qualified to be Trainee Members of the Society who, in the judgment of the Awards Committee, have presented meritorious original laboratory or clinical research reports at the Annual Meeting. The awards shall be presented at the Annual Meeting when appropriate individuals are identified.

ASA Distinguished Service Award: This award is bestowed annually to recognize an individual who has provided distinguished service to The American Society of Andrology. The recipient must have been a member of the Society for at least ten (10) years, must have no direct affiliation with the organizational sponsors of the award; and must have served the Society in at least three (3) of the following categories: (1) Chair of Standing Committee; (2) Member of Executive Council; (3) Editor of Journal of Andrology; (4) Chair of Annual Meeting; (5) Officer of Society.

ARTICLE XII
GENERAL PROHIBITIONS

Notwithstanding any provision of the Constitution or Bylaws which might be susceptible to a contrary construction:

SECTION 1. The Society shall be organized exclusively for scientific and educational purposes.

SECTION 2. The Society shall be operated exclusively for scientific and education purposes.

SECTION 3.No part of the net assets of the Society shall or may under any circumstances inure to the direct benefit of any member or individual apart from performing the approved services such as audit, speakers honorarium, etc. All such payments must be approved by the majority of the Executive Council.

SECTION 4. No substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation. This prohibition shall not be construed to prevent dissemination of information designed to enable legislators or government agencies to make wiser decisions.

SECTION 5. The Society shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

SECTION 6. The Society shall not be organized or operated for profit.

SECTION 7. The Society shall not: (a) lend any part of its income or corpus without the receipt of adequate security and reasonable rate of interest to; (b) pay any compensation in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered to; (c) make any part of its services available on a preferential basis to;(d) make any purchase of securities or any other property, for more than adequate consideration in money or moneys worth from;(e) sell any securities or other property for less than adequate consideration money or moneys worth to; or (f) engage in any other transactions which result in substantial diversions of its income to any Officer, Member of the Council or substantial contributor to the Society. The prohibitions contained in Article XI do not mean to imply that the Society may make such loans, payments, sales, or purchases to anyone else, unless such authority be given or implied by other provisions of the Constitution or Bylaws.

ARTICLE XIII
DISTRIBUTION ON DISSOLUTION

Upon dissolution of the Society, the Executive Council shall distribute the assets and accrued income to one or more organizations which shall meet the limitations prescribed in Sections 1 to 7 inclusive of Article XII.