Amended as of November 9, 2022

CONSTITUTION

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

BOARD OF DIRECTORS

SECTION 1. The management of the Society shall be vested in an elected Board of Directors.

SECTION 2. The elected Board of Directors shall be composed of five (5) elected Officers (composing the Executive Committee as outlined in Section 3), and twelve (12) elected Directors. All elected members of the Board of Directors of the Society must be Active Members of the Society. Additionally, two trainee representatives, elected by trainee membership and approved by the Board of Directors, shall represent the Trainee Membership.

SECTION 3. The Executive Committee shall be composed of five (5) Officers: 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 Directors 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 Board of Directors.

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 Board of Directors, a majority vote of an assembled Board of Directors 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 Board of Directors. 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 the affirmative vote of two-thirds (2/3) of those Active members responding by written ballot or present at the Annual Business Meeting of the Society.

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 Board of Directors of the Society.

BYLAWS

The Principal business office of the Society shall be located in the State designated by the Board of Directors. 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 or multiple payments 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 but could be subject to a one-time application fee. Emeritus members will receive the electronic version of the Society’s journal, all mailings, and will have Annual Meeting registration fees reduced. Charter Members, Active Members, Associate Members, Life Members, Trainee Members and Emeritus Members shall herein after be referred to as Members or the membership, 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 Board of Directors. 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 Board of Directors 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 members of the Board of Directors and vote on proposed changes to the Bylaws.

ARTICLE II

ELECTION OF OFFICERS AND DIRECTORS

SECTION 1. The Board of Directors (Officers and Directors) shall be elected by written or electronic ballot distributed to the Active members 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 Board of Directors by secret ballot will resolve the matter. Ratification of election results shall be made by the Board of Directors prior to the annual business meeting.

SECTION 2. (a) The Vice-President, one third (1/3) of the Directors 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 one (1) person is to be nominated for each expired office. (c) Nominations for Directors 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 are to be solicited from the membership. All nominees for Vice-President, Secretary, or Treasurer must have served previous terms on the Board of Directors. Nominations by the Nominating Committee will not necessarily be limited to those individuals suggested by the membership. Write-in nominations for Vice-President, Secretary, and Treasurer receiving the signature support of ten (10) 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 and that write-in nominee has agreed to be placed on the ballot. (e) The ballot should be accompanied by biographical information for each candidate. The voting procedure shall be determined by the Board of Directors.

SECTION 3. (a) The successful candidate(s) for each office will have received the highest number of votes. (b) The successful candidates for Directors 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 Board of Directors. (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 is 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 of Directors. 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. On completion of the President’s term, he or she becomes the Immediate Past President.

SECTION 6. Should the Office of the President be vacated by the President and the succeeding Vice-President, the Board of Directors shall determine the President, from its membership, by two-thirds (2/3) affirmative vote. Should one or more of the offices of Immediate Past President, Vice-President, Secretary or Treasurer become vacant for any reason, the Board of Directors shall make an interim appointment 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 vacant office shall be filled.

SECTION 7. Should a Director not complete his or her term, such vacancy shall be filled for the unexpired portion of the term by a majority vote of the Board of Directors based on recommendations from the Nominating Committee.

SECTION 8. 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 term of the Immediate Past President shall be one (1) year following his/her term as President. The Secretary and the Treasurer shall serve for staggered terms of three (3) years. The term of Directors shall be three (3) years. All Officers except for the President, Vice-President and Immediate Past 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 9. The President of the Society shall be the Chairperson of the Board of Directors. The Secretary of the Society shall be the Secretary of the Board of Directors. Chairpersons of the Standing and Ad Hoc Committees shall be considered as non-voting members of the Board of Directors when their presence at meetings of the Board of Directors is required to facilitate the execution of their duties.

SECTION 10. If any of the Officers or Directors 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. A majority of two-third (2/3) of the remaining members of the Board of Directors shall be required for removal under this stipulation. The general membership may petition the Board of Directors to remove any Officer or Director for the aforementioned reasons. Such petition must specify reasons and require the signatures of at least ten (10) Active Members. Any Director missing three (3) meetings of the Board of Directors without reasonable justification in a term shall be removed. This removal will be subject to appeal to the Executive Committee whose majority decision will be binding.

SECTION 11. Two Trainee Members elected by the Trainee Membership and approved by the Board of Directors, will serve as Trainee Representatives on the Board of Directors. The senior Trainee Representative will have a vote. If the senior Trainee Representative is not present, voting responsibilities will then pass to the junior Trainee Representative. If the junior Trainee Representative is also not present, then voting responsibilities will be passed to another active member of the Trainee Affairs Committee determined by the Trainee Representatives. In most cases this person will be the Chair of the Trainee Affairs Committee. The Trainee Representatives shall serve two-year overlapping terms with one representative being replaced each year. In general, the senior Trainee Representative at the expiration of the two-year term will be replaced by the current junior Trainee Representative who should be mid-way through the two-year term.

ARTICLE III BUSINESS OFFICE

SECTION 1. A business office may be established as stipulated in Article IV, Section 6. The business office of the Society shall be located in the State designated by the Board of Directors. 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 ensuring 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 ensuring that the Manual of Standard Operating Procedures is complete and updated as necessary to comply with directives of the Board of Directors.

ARTICLE IV

DUTIES OF OFFICERS AND DIRECTORS

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 Board of Directors. The President shall make a report to the members of the Society covering the activities of the Society and its Board of Directors 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 Board of Directors. Upon taking office, the Vice-President shall appoint the Chairperson of the Ethics Committee.

SECTION 3. The Immediate Past President shall ensure appropriate coordination between the Program Committee, the Andrology Laboratory Committee, the Basic Science Workshop Committee, and the Local Arrangements Committee for the Annual Meeting to be held during their term of office as Immediate Past President.

SECTION 4. The Secretary shall oversee and review minutes of all meetings of the Society, including all Board of Directors and annual meetings. The minutes shall be recorded as appropriate by the Secretary, a member of the Board of Directors in attendance at the meeting or a designated representative from the Business Office. Minutes shall be transmitted to all members of the Board of Directors within thirty (30) days of any such meeting. Minutes of the annual business meeting shall be available to the membership within forty-five (45) days of the annual meeting. The Secretary shall ensure that the minutes of all meetings are archived for future reference. The Secretary shall assist the President, as requested, in the efficient proceeding of Board of Directors and annual business meetings and enforce Robert’s Rules of Order.The Secretary shall provide information regarding discussions and decisions during all meetings. The Secretary shall track all actions resulting from decisions and motions of the Board of Directors by communicating with the appropriate committee chair(s) and keeping the Officers and the Business Office informed regarding such actions and their conclusions. The Secretary will be responsible for tracking the number of meetings missed by Directors.

SECTION 5. The Treasurer shall be responsible for oversight of the Society’s finances.

• He/sheshall provide summary reports of the Society’s finances to the Executive Committee at both the annual meeting and the interim meeting of the Board of Directors. 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.
• Anaudit must be done at least once every three (3)  The auditing firm shall be selected by the Treasurer in consultation with the Finance Committee Chairperson and transmitted to the Board of Directors and the Executive Director by the Treasurer.
• 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 Board of Directors and of the Chair of the Finance Committee. In the event that immediate action regarding significant financial commitments is required between regularly scheduled meetingsof the Board of Directors, 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 Board of Directors will be required.

SECTION 6. (a) The government of the Society and the management of its affairs shall be vested in the Board of Directors. The Board of Directors shall have authority over all the powers vested in the Society that 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 Board of Directors shall constitute a quorum. In the event that immediate action regarding government or management is required between regularly scheduled meetings of the Board of Directors, 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 Directors will be required. The Executive Committee will provide formal notification of its actions to the Board of Directors. (b) The Board of Directors 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 vote of the Board of Directors. The concerned member may appeal the decision to the membership at the annual business meeting. Two-thirds (2/3) affirmative vote of the Active members present are required to sustain the decision of the Board of Directors.

SECTION 7. The Officers are responsible for developing and implementing a written strategic plan for the Society. The duration of the strategic plan shall not exceed five (5) years and shall be revised before the end of that term, if needed. The strategic plan must be approved by the Board of Directors, who also monitors its progress annually. The Officers may at any time create various strategic planning groups/task forces as needed to assist in plan development and implementation.

ARTICLE V COMMITTEES

SECTION 1. The Standing Committees of the Society shall be the Andrology Laboratories, Archives and History, Awards, Basic Science Workshop, Communication and Public Affairs, Constitution and Bylaws, Diversity, Endowment and Development, Ethics, Finance, Future Meetings, Future Program, Industry Relations, International Liaison, Journal, Liaison, Local Arrangements, Membership, Nominating, Program, Trainee Affairs, and Women in Andrology.

SECTION 2. The incoming President shall appoint Chairpersons for each of the Society’s Standing Committees, as required, except for the Chairperson of the Ethics Committee who will be appointed by the Vice-President. All committee chairs serve at the discretion of the President and Vice-President. The Women in Andrology Chair will be elected in the manner described in the Standard Operating Procedures for the Women in Andrology. Appointments shall be made prior to the Annual Business Meeting and shall have the approval of the majority of the Board of Directors. Committee chairs should to the best of their abilities follow the guidelines described in the Standard Operating Procedures. 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 member of the Board of Directors 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 Active members by the business office as described in Article IX of these bylaws.

Nominating Committee: At the end of his/her term, the President becomes a member of the Nominating Committee for a three-year term, including one year as the Committee Chairperson (the first year of his/her term). The Committee shall consist of seven individuals, two members of the Society, nominated and elected each year by the membership at the annual election for a term of (2) years; plus three recent Past Presidents of the Society who are able and willing to serve. The Nominating Committee shall select and nominate from the Active Membership of the Society at least one candidate for each of the Society Officer and Director openings to be filled at the annual election. They shall provide these names, and other names as obtained in Article II, Section 2, to the Active members by ballot as described in Article II, Section 1. Selection of nominees shall be considerate of the issues of clinical versus basic science representation in the Society as well as sex and diversity concerns.

Program Committee: The Program Committee shall be comprised of the Co-Chairs and members of the prior year’s Future Program Committee. The Program Committee shall execute the Scientific Program for the Society’s Annual Meeting, which is prepared the previous year by the Future Program Committee. The Program Committee’s mandate ends at the close of the Annual Meeting being organized.

Local Arrangements Committee: The Chairperson shall be selected by the 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 President’s term as Immediate Past 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. The Chairperson of the Local Arrangements Committee shall perform his/her duties in coordination with the Chairperson of the Future Program Committee, the Chairperson of the Program Committee and with the business office. The Chairperson shall also consult with the Chairs of the Basic Science Workshop, Andrology Laboratories Committee and/or Special Symposia to ensure arrangements are appropriate for their assigned activities at the annual scientific meeting.

Membership Committee: The Chairperson shall serve for a least one (1) year. It is the duty of the Membership Committee to prepare and distribute membership applications, to process and approve completed applications, and to recommend to the Board of Directors those procedures necessary to solicit new members, and to approve applications for Emeritus Membership under Article I, Section I of the Bylaws. The Committee will establish the specific standards for Emeritus Membership it deems necessary.

Finance Committee: The Chairperson shall serve for a term of three (3) years, and that term shall not be coincident with the term of the Treasurer. The Treasurer shall be an ex-officio member of the Finance Committee. The Finance Committee will monitor the cost centers of the Society, and with the assistance of the Committee Chairpersons and the Officers of the Society will prepare a draft budget for consideration by the Board of Directors together with recommendations for changes in annual dues when necessary. The Committee Chairperson shall approve all financial contracts. The Committee Chairperson will also make recommendations to the President regarding long-term growth and management of the Society’s finances. The Finance Committee shall annually examine the books, accounts, and vouchers of the Society provided by the business office and a report of this examination will be made to the Board of Directors by the Committee Chairperson. The Finance Committee will review any audit of the books of the Society made by the independent auditing firm (as per Article IV, Section 5 of the Bylaws) and report the results to the Board of Directors. The Committee will monitor the solicitation of funds for the Society and with help from the business office provide the Board of Directors a list of donors on a yearly basis.

Communication and Public Affairs Committee: The Committee shall consist of the Chairperson and at least five (5) other members. The Chairperson shall serve for at least two (2) years and thereafter remain a member of the Committee for at least one (1) year. The Committee shall promote knowledge of male reproductive science and health using a diversity of non-journal publications (e.g., quarterly newsletter, Handbook of Andrology), have oversight approval of the Society’s web page (produced and maintained by the Business Office or other designee of the Board of Directors), and promote the image of ASA to members, trainees, and the public. The Committee will establish guidelines governing content of the Society’s social media, but it is not intended that the Committee should approve every comment posted by members; rather members must agree to conform to the Society’s guidelines. The Committee may designate someone to monitor postings to ensure adherence to the guidelines. The Committee will publicize any special educational material the Board of Directors has approved to produce or sponsor but will not have responsibility for content thereof. The Committee does not have responsibility for meeting booklets or abstracts associated with the Annual Meeting. The Committee will 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.

Liaison Committee: The Chairperson shall serve for at least one (1) year and thereafter remain as a member of the Liaison Committee for a period of one (1) year. It is the duty of the Liaison Committee to establish and maintain cordial communications with other scientific societies that foster similar goals and aims as those expressed by the American Society of Andrology or at request of the Board of Directors, undertake special assignments for the Society.

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 Awards Committee shall solicit nominations for the Society’s awards (as described in Article XI), 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 Outstanding Trainee 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. Two Trainee Representatives, elected by the Trainee Membership, shall serve as Trainee Representatives on the Board of Directors.

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 Future Meetings Committee shall solicit and screen applications for future meeting sites and recommend appropriate locations and dates to the Board of Directors. In addition, it will serve as a liaison to the Local Arrangement Committee.

Future Program Committee: The Future Program Committee Co-Chairs shall be selected by the President upon his/her assuming office from among experienced members of the Society. The Future Program Committee Co-Chairs shall have complementary expertise in clinical and basic sciences in Andrology. The Future Program Co-Chairs and its members shall serve for 1 year. The members of the Future Program Committee shall be chosen by the Future Program Co-Chairs in consultation with the President. The Future Program Committee Co-Chairs and its members automatically constitute the Program Committee the following year at the end of the Annual Business Meeting coinciding with the appointing President’s term as Immediate Past President. The Future Program Committee shall propose a program for the annual scientific meeting of the Society and transmits this program to the President and the Board of Directors for preliminary approval at the interim meeting of the Board of Directors in the same year as their term begins. A full slate of speakers and finalized program is then presented for final approval at the annual meeting of Board of Directors one-year prior to the Annual Scientific Meeting being organized.

Industry Relations Committee: The Chairperson shall be appointed by the incoming President and will be eligible to serve consecutive terms to ensure continuity of process. The Chairperson of the Industry Relations Committee must function independent of the Program Committee and may in no way control or influence any CME content on the Annual Scientific Meeting. The Chairperson must always work in accordance with ACCME regulations and work with industry to ensure all required documentation is completed in accordance with ACCME guidelines. The Industry Relations Committee shall identify new and maintain existing opportunities to obtain industry support for the annual meeting independent of the program content. The incoming committee Chairperson will be an experienced member of the committee having served at least two (2) years as a committee member. The outgoing Chairperson will remain on the committee for one (1) year after serving as Chairperson to ensure continuity. The Industry 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 Industry Relations and Endowment and Development committees is critical, the Chairperson of the Industry 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 Board of Directors, the Committee will undertake assignments for the Society regarding international affairs.

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 Board of Directors for approval at the interim Board 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 Diversity Committee will work in collaboration with the Future Program, Program, Membership, and Trainee Affairs committees, 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.

Ethics Committee: The chairperson shall be selected by the Vice-President upon his/her assuming office from among experienced members of the Society. The Chairperson shall serve for two (2) years, his/her appointment ending with completion of the second annual meeting after taking office. Members of the Committee shall be chosen by the Ethics Committee Chairperson. The committee shall consist of the Chairperson and 3-4 members of the Society. The duties of the Committee will be to review issues and enforce guidelines as set out by the Code of Ethics of the American Society of Andrology as agreed upon by the Board of Directors.

Endowment and Development Committee: The Chairperson will be appointed by the incoming President and will be eligible to serve consecutive terms to ensure continuity of process. 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 two (2) years as a committee member. The outgoing Chairperson will remain on the committee for one (1) year after serving as Chairperson to ensure continuity. This committee will coordinate efforts with Industry Relations Committee; therefore, the Chair of the Industry Relations Committee will be a committee member.

Basic Science Workshop Committee: The Basic Science Workshop Committee Chair will oversee all aspects of the committee. The Basic Science Workshop Committee is charged with developing a program for the Workshop, submitting the program outline with key speakers to the Board of Directors for approval at the interim Board meeting prior to the annual scientific meeting being served, advertising the workshop to recruit Annual Meeting delegates as speakers and facilitating onsite organization of the event.

Journal Committee: The Society’s Journal is published jointly with the European Academy of Andrology (EAA) and titled “ANDROLOGY”. The Society’s voice with respect to the editorial content of ANDROLOGY shall be through the four members of the Journal Committee, namely a Chairperson (appointed as described in Article V, Section 2) and three (3) members (chosen by the Chairperson and approved by the ASA President). Members shall serve for four (4) years with staggered terms to ensure committee memory. When needed, the Committee shall solicit applicants for the position of the ASA-designated Editor of ANDROLOGY. Among applications received, the Committee shall recommend two (2) candidates for consideration by the Board of Directors of the ASA who will select one to serve.

The Journal Committee shall monitor performance of the Editors and appropriateness of the Journal, provide requisite approval of Associate Editors and/or Editorial Board members of the Journal on behalf of ASA, receive concerns from ASA members, and make recommendations for improvements to the Journal Oversight Committee. The Chair of the Journal Committee shall be the interface of the Journal Oversight Committee and/or ANDROLOGY with the ASA Business Office. The four (4) members of the ASA Journal Committee shall work jointly with four (4) members of the EAA and, collectively, constitute an eight (8) member Journal Oversight Committee that shall supervise the two Editors [one appointed by each Society] and shall directly oversee policies regarding content of ANDROLOGY. It is intended that the Journal Oversight Committee will work with the publisher regarding electronic publication, publication and subscription fees, policies on bulk reprinting of articles, and gratis electronic copies of ANDROLOGY. The Journal Oversight Committee will monitor performance of the publisher and negotiate for improvements or move to renegotiate the contract as appropriate.

Women in Andrology Committee: The Chairperson shall serve as Chair for one (1) year and will plan and preside at the Women in Andrology Annual Luncheon. She will also Chair and introduce the speaker for the Women in Andrology Lecture. The Women in Andrology Vice-Chair will be elected by the Women in Andrology and serve as the Women in Andrology Chair upon completion of the Chair’s term as described in the Standard Operating Procedures. The Vice-Chair will coordinate with the Program Committee to select the Women in Andrology Lecture speaker.

ARTICLE VI MEETINGS

SECTION 1. Place of Meetings: All annual meetings shall be held at a location designated by the Board of Directors. All meetings shall be advertised by appropriately timed mailings.

SECTION 2. Annual Meetings: The Board of Directors 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 Board of Directors.

SECTION 4. Meetings of the Board of Directors: Meetings of the Board of Directors shall be held at least twice each year. One meeting of the Board shall be held at the location of and immediately preceding the Annual Scientific Meeting. In the interval between annual meetings, the Board of Directors shall have an Interim Board meeting not less than three (3) months before the Annual Meeting at a date and time designated by the President. Between Board meetings, the President may submit any necessary questions to the Board of Directors 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 Board of Directors upon recommendation by the Finance Committee and shall include a subscription to the electronic version of ANDROLOGY as determined by the dues structure set forth by the Board of Directors.

SECTION 2. Payment of dues shall be on or before July 1. The dues payment shall cover the period July 1 to June 30 of each year.

SECTION 3. Any person not having paid dues for six (6) months shall be declared an Inactive Member. Inactive Members are not eligible to vote or receive 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 Active 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 Active 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 Board of Directors or of the membership in business meeting assembled, shall be in accordance with the Robert’s Rules of Order.

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.

ASA IMPACT AWARD: This award recognizes long-standing, current ASA members (10 years or more) who, in the course of their careers, make tangible, “real world” contributions to the solution of longstanding problems or needs in the field of Andrology.

MATTHEW P. HARDY 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.

OUTSTANDING TRAINEE 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) Director of Society; (3) Editor of the society’s journal; (4) Program Committee Chairperson; (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 Board of Directors.

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, Director, or substantial contributor to the Society. The prohibitions contained in Article XII 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 Board of Directors 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.