Society of Breast Imaging: By Laws]

The corporation is organized and shall be operated exclusively for charitable, scientific and educational purposed as specified in Section 501 (c)(3) of the Internal Revenue Code, including, without limitation, the following: (a) to establish a society for the improvement and dissemination of breast imaging (b) to improve the quality of medical education in the practice of breast imaging (c) to foster research in all aspects of breast imaging (d) to provide a medium for the exchange of ideas among radiologists involved with breast imaging (e) to provide meeting for presentation and discussion of papers and the dissemination of knowledge in the area of breast imaging and (f) to establish a channel for publication of scientific reports in the field of breast imaging.

The classes of membership in the corporation, and the criteria for admission to each class, shall be as stated below, as such may be amended from time to time. Membership in this organization shall be of classes: (1) General Member, (2) Active Fellows, (3) Members In-Training, (4) Emeritus Fellows, (5) Honorary Fellows, (6) Founding Members, (7) Inactive Members, (8) Retired Members and Fellows, (9) Affiliate Members, and (10) Honorary Membership.

General members shall include physicians who have been certified in radiology or one of its branches recognized by the American Board of Radiology (ABR) or the American Osteopathic Board of Radiology (AOBR) who have an active interest in breast imaging, radiologists outside the United States, who have their country’s equivalent to the ABR or AOBR certification who have an active interest in breast imaging, or medical physicists who are certified by the ABR or the American Association of Physicists to Medicine (AAPM) in either radiological physics or diagnostic radiological physics and have an active interest in breast imaging. There shall be no limit to the number of these members. These individuals have the right to vote and hold offices in the Society and shall be subject to the dues and assessments as set forth in Article XIV, Section 1.

A Fellow shall at the time of application to join and at all times thereafter fulfill all the following requirements: (a) Be a diplomat of the American Board of Radiology or other equivalent board as determined by the Executive Committee. (b) Exhibit demonstrated excellence in the discipline of breast imaging by having (i) authored publications on clinical or research aspects of breast imaging, (ii) been recognized as a teacher in the area of breast imaging, and/or (iii) been recognized for clinical expertise in breast imaging at the regional or national level. An objective scoring system is used for accessing applications for Active Fellow status. Active Fellows shall have the same rights as General Members, may hold office, and shall be subject to the dues and assessments obligations as set forth in Section 6 of this Article. To apply for fellowship, a General Member must have been a General Member of the Society for at least one year and must request a minimum of at least two supporting letters from current Active Fellows in good standing. In addition, in recognition of their substantial contributions to the Society, the Editor of the Newsletter and Editor of the Web Page, the Executive Committee may, award points to be counted toward the 100 point requirement.

Members in Training are those individuals who are board certified and participating in a fellowship in breast imaging as documented by a letter from the director of the training program or who are physicians currently enrolled in a radiology residency program as documented by the program director. Membership in training will be awarded for one fiscal year. If the fellowship continues, a new letter will need to be submitted. Members in Training shall have the same rights of General Members except the right to vote or hold office and are exempt from dues and assessments.

Fellows who have paid the specified regular dues for five years or who, by reason of age, physical disability, retirement from active practice for at least one year, or who petition for such status or feel active status no longer applies may request Emeritus status. The Executive Committee reserves the right to designate who shall be included in this category. Emeritus Fellows are exempt from all dues and assessments. Emeritus Fellows shall not have the right to vote, hold office, or serve on committees, but they shall have all other privileges of membership.

Honorary Fellows include those individuals who have made outstanding contributions to breast imaging. Honorary Fellows shall receive a certificate of honorary fellowship. They shall be elected by a majority of the Active Fellows voting and shall remain members for life. They are exempt from all dues and assessments and have all rights of Active Fellows except the right to hold office and vote.

Founding Members shall be those radiologists who participated in the organization and founding of the Society and are the signatories of its original Bylaws: Carl J. D’Orsi, M.D.; Stephen A. Feig, M.D.; Marc J. Homer, M.D.; Harold Moskowitz, M.D.; Myron Moskowitz, M.D.; and Edward A. Sickles, M.D. They shall be recognized as such, and their function in the Society shall be that of Active Fellows, until such time as their member status may change.

An Inactive Member shall be any member who submits acceptable reasons to the Executive Committee for temporary inability to continue as a member in any other category. Inactive members shall not have the right to vote, hold office, serve on committees, or represent the Society, but they shall have all other privileges of membership. They shall be exempt from dues. A member shall become inactive on the granting of his or her written request by the Executive Committee. An inactive member may resume active status upon the granting of a written request by the Executive Committee.

Retired membership and/or fellowship may be conferred by the Executive Committee upon notification from that member that he or she is retired from the practice of breast imaging and who, in their judgment, shall be relieved from the payment of dues. Retired members and fellows shall have the right to be appointed to committees, shall continue to receive all societal mailings and newsletters but shall not have the right to vote or hold elective office.

The Category of Affiliate Member in the Society of Breast Imaging is open to Radiologic Technologists who are registered by the American Registry of Radiologic Technologists or possess appropriate state licensure and have an active interest in breast imaging. Affiliate members cannot vote in any society elections but may serve on committees if expressly desired by the Executive Committee and are otherwise eligible for all benefits that accrue to full members.

Honorary Membership may be conferred by invitation of the Executive Committee upon nomination by two or more members of the Executive Committee. It shall be awarded in recognition of major achievements in the field of breast imaging. All Honorary Members shall have the rights and privileges of Regular Members; they shall be exempt from membership dues.

Members of the Society may resign at any time by submitting a resignation in writing to the operating office of the organization. There shall be no refund of dues already paid. Members may be dropped for non-payment of dues by a majority vote of the Executive Committee for failure to maintain the qualifications for the class of Membership in which the Member is enrolled.

Members who shall fail to attend at least one biennial meeting (scientific) in six consecutive years may be subject to termination of their membership in the corporation. Circumstances and explanation of such failure may be reviewed by the Executive Committee during the ensuing year and a recommendation made to the membership at large prior to the subsequent annual meeting. A majority vote of the members present at such meeting shall determine the subsequent status of the member and that status will become effective immediately. Fellows must attend one meeting in three years or will be subject to termination of their Fellowship status, at which point they will become a general member in the corporation.

The officers shall be elected by the members at the biennial meeting (or at a special meeting in lieu thereof) of the corporation by majority vote of the voting members present at such meeting. Election shall be from a slate of nominees provided by the Nominating Committee. In addition, any three or more voting members present at a meeting may make additional nominations. Election shall be by a majority of the voting members present. If there is no contest for an office, the election shall be by voice vote.

Each officer subject to these Bylaws and to the direction and control of the Executive Committee shall have such other duties and powers as are prescribed by law or as the Executive Committee may from time to time prescribe. The officers shall have the powers and perform the duties customarily belonging to their respective offices, including the powers and duties listed below:

The President shall be the presiding officer of the corporation, Chair of the Executive Committee, a member of the Nominating Committee, and an ex officio member of all other committees. He/she shall perform all of the duties which custom and parliamentary practice commonly associate with the office of the President, and he/she shall propose appointment to committees and representatives as necessary.

The Vice-President shall preside at such meetings as designated by the President. In case the President shall be unable to perform his duties, the Vice-President shall act as President during such period of incapacity. He/she shall be a member of the Executive Committee. He/she shall be the Chair of the Bylaws Committee and General Membership Program Committee.

TheSecretary/Treasurer shall keep or cause to be kept a correct and permanent record of the annual proceedings of the corporation. He/she shall conduct correspondence; and shall perform all other duties that usually customarily appertain to the office of Secretary/Treasurer. Not later than three months after each meeting of the Executive Committee or members he/she shall cause to be printed and distributed to each member of the executive committee (and at his/her discretion, chairs of other committees) a summary of the minutes of such meetings, which shall include the reports of all officers and committees. The summary need not be verbatim but may be condensed and abridged.

The Secretary/Treasurer shall collect, receive and be accountable for all funds of the corporation and shall disburse from the treasury such funds only upon authorization of the Executive Committee. He/she shall keep a complete and permanent record of the financial transactions of the corporation. He/she shall make a full financial report at the annual meeting of the corporation, which shall be incorporated in the minutes of the meeting.

The Secretary/Treasurer shall be the custodian of the funds and securities belonging or accruing to the corporation from dues, bequests, or other sources and shall keep full and accurate accounts of receipts and disbursements belonging to this corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of this corporation in such depositories as may be designated from time to time by the Executive Committee. He/she shall submit a financial report at the annual meetings of the Executive Committee. The Secretary/Treasurer will oversee the budget process, along with the Executive Committee and the operating office. He/she reserves the right to establish a Finance Committee to help with financial tasks. TheSecretary/Treasurer shall be a member of the Executive Committee, the Program Committee and the Bylaws Committee.

C. Vacancies. Vacancies, with the exception of the office of President, occurring before the expiration of terms of office shall be filled by the Executive Committee, and persons so chosen shall serve until the term expires. In the case of a vacancy of the office of the President, the Vice President shall fill that position. The Executive Committee reserves the right to vote in a replacement for the office of the Vice President.

The general management of the affairs of the corporation shall be vested in an Executive Committee, (hereinafter referred to as “directors”). The directors shall have authority for the general direction, management, and control of all the property, business and affairs of the corporation. It shall determine the duties, in addition to those fixed by these Bylaws, of all officers and agents of the corporation. It may, in its discretion, enter into an employment contract with any officer or employee of the corporation. The directors shall fix the time and place of meetings of the membership of the corporation, as well as recommend membership dues for the ensuing year (see Article XIV, Section 1) which shall be consistent with the operational needs of the corporation.

Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.

The Executive Committee shall consist of at least five (5) and no more than nine (9) members, including the President, Vice-President, and Secretary-Treasurer, the most immediate Past-President of the Society, and the Chairperson of the Fellows, who shall be denoted as the specified directors. At their discretion, the specified directors may, by vote, appoint up to four (4) additional directors. Each director must be a member in good standing. The President shall be the chairperson of the Executive Committee. Except as otherwise herein provided, each director shall serve until his or her successor has qualified.

The annual meeting of the directors shall be held at such place and time as the directors may determine. Other regular meetings shall be at such place and time as the directors may from time to time determine. The directors shall meet at least twice a year. Reasonable notice of the time and place of each meeting shall be given to each member of the Committee. Special meetings may be called by the President or on the written request of at least a quorum of the directors. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting. A telephone conference call may constitute a meeting in cases other then the annual meeting of the directors.

A majority of the directors shall constitute a quorum at all meetings. Voting at any meeting shall be by majority vote except as required by law, or these Bylaws. Voting requirements shall be determined with reference to the number of directors then present and voting. Meetings may proceed if no quorum is present, but all actions taken at such meetings require ratification by a majority of directors present at the next meeting that a quorum is present.

This committee is composed of the immediate Past President, who shall serve as the chair, and a minimum of two members in good standing appointed by the President. All members serve concurrently with the President. This committee shall examine all requests for change of membership status. In the event of dispute, applicants may appeal to the directors. The directors reserve the right to assign additional tasks to the Membership Committee.

This committee shall be chaired by an Active Fellow in good standing nominated by the Nominating Committee and elected by a simple majority of fellows attending the annual meeting. The Chair so elected shall serve concurrently with the President and be designated as Chairperson of the Fellows. The Chair shall select a minimum of two other Active Fellows in good standing to serve on the committee.

The Bylaws Committee shall consist of the Vice-President, who shall be the Chairperson of the Committee, and a minimum of three Active Fellows in good standing appointed by the Executive Committee. The Bylaws Committee may be called upon to interpret Bylaws where questions arise. To this end, the Bylaws Committee shall have the right to select a parliamentarian to represent it during meetings. It shall, on order of the directors, prepare and submit amendments proposed by members of the corporation, and it may on its own motion, prepare and present to the directors any amendments which it deems necessary. It shall receive all resolutions introduced by any member and may reword them or combine those having the same intent and otherwise edit and prepare them for presentation and shall present them to the directorswith the Bylaws Committee recommendation thereon.

It shall be the duty of this committee to determine the character and scope of the scientific proceedings of the general membership portion of the program at each annual or biennial meeting. It shall have the right to accept or reject papers for presentation at the meeting and shall exercise proper control over the format, time allotments including discussion and arrangements for presentation. The Program Committee is not obliged in any way to select papers in the order in which they are submitted for consideration. The directors reserve the right to set a maximum number of members for the Program Committee.

The directors may, from time to time, select and appoint or approve the selection and appointment of members of this corporation as members of boards, commissions or intersociety organizations, if such vacancies exist, in accordance with the Bylaws of such entities; but this corporation shall not assume any responsibility or liability for the acts or omissions of said members of any of them, or for acts or omissions of the boards, commissions or organizations; and the Secretary/Treasurer of the corporation shall not be responsible or accountable for the funds or supervision of the funds of such boards, commissions or organizations.

The Executive Committee shall have the authority to employ or appoint an executive director, whose duties shall be those usually performed under such employment. He/she shall conduct the headquarters office of the Society, keep accurate records of Society proceedings and activities and serve as general custodian of the Society documents and property. The executive director shall not be a member of the Society.

The corporation shall, to the extent legally permissible, indemnify each of its present and former directors and officers (and the heirs, executors and administrators of such director or officer) against all expenses and liabilities which he or she has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding in which he or she may be involved by reason of his or her being or having been a director or an officer of the corporation, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorney’s fees and the cost of reasonable settlements, provided no such indemnification shall be made in relation to matters as to which such director or officer shall be finally adjudged in any such action, suit, or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation. In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be had but only if the Executive Committee (not including the vote of any person seeking indemnification hereunder) shall have determined that such settlement or compromise is in the best interest of the corporation and that such director or officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation, and only if the Executive Committee shall have adopted a resolution approving such settlement or compromise.

Upon specific authorization by the Executive Committee, the Society may purchase and maintain insurance on behalf of any or all officers, committee members, employees, agents, or other authorized representatives of the Society against any liability asserted against any such person and incurred in any such capacity, or arising out of the status of serving in any such capacity, whether or not the Society would have the power to indemnify them against such liability under the provisions of Section 1 of this Article.

Admission to membership and continuation shall be contingent upon the payment of such dues and assessments as may then be in force. Membership dues including, if so decided, reduced rates for special categories such as those who have retired, shall be recommended by the Executive Committee and must be approved by a majority of the voting Members present at the Annual Business Meeting. Dues shall be paid annually within a time prescribed by the Executive Committee. Payment of dues shall ordinarily entitle the Member to the Society’s Newsletter.

Delinquent members shall be given reasonable warning before being dropped from membership. If members have been dropped for nonpayment (see Article IV, Section 13) , such former members shall be eligible for automatic reinstatement upon payment of current dues and a reinstatement fee established by the directors. Any former member seeking membership after failing to pay dues for four (4) years or more may obtain membership only be applying as a new member. If a Fellow has been dropped for nonpayment, such former Fellow shall be eligible for reinstatement of general membership in the manner specified above. After being reinstated to general membership, such former Fellow must reapply for Fellow status (see Article IV, Section 3).

A separate meeting of Society Fellows, at which the Chairperson of Fellows shall preside, shall be held in conjunction with the annual meeting of the directors during the Radiological Society of North America meeting. Notification of the time and place for the biennial meeting shall be sent to all Members and Fellows by the Secretary or operating office, at least 60 days in advance of such meeting. The agenda and other related materials will be distributed within a reasonable time frame.

In addition, the voting members present at a business meeting may by majority vote pass resolutions relating to the activities, policies or governing instruments of the corporation. In the event that a proposed resolution conflicts with a prior resolution of the Executive Committee, or would amend the Articles of Incorporation or Bylaws, a quorum and two-thirds vote shall be required for passage. The presiding officer at the meeting shall state before any vote, if asked by any member present, whether the resolution under consideration conflicts with a prior resolution of the Executive Committee.

Society Members and Fellows shall convene biennially in conjunction with SBI meeting at a place and time to be designated by the Executive Committee. Meetings of the members shall constitute meetings of the Society for Breast Imaging, Inc., and may include the presentation of professional papers, discussions, and other activities in furtherance of the purposes of the corporation as stated in Article II. At the biennial business meeting the President shall inform the members of all actions of the Executive Committee taken since the immediately previous business meeting.

Special meetings shall be called by the President of the Society or upon the written request of one-third of the members. Such written request shall be sent to the Secretary. At such special meetings, no business shall be conducted except that stated in the call for the meeting. Similar notice for special meetings shall be sent 30 days in advance.

Thirty (30) days’ written notice shall be given of all meetings stating the date, purpose, time and place of such meeting. Whenever any written notice is required to be given by these Bylaws, a waiver of notice signed either before or after the action for which notice is required shall have the effect of written notice.

The corporation shall not have or exercise any power or authority either expressly, by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity, that would prevent it from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(3) of the Internal Revenue Code. References herein to the Internal Revenue Code (hereinafter abbreviated as “IRC”) refer to the Internal Revenue Code of 1954 as it now exists or as it may hereafter be amended, or to corresponding provisions of any subsequent federal tax laws.

No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither the whole, nor any part or portion, of the assets or net earnings of the corporation shall be used, nor shall the corporation ever be organized or operated, for purposes that are not exclusively religious, charitable, scientific, literary or educational within the meaning of IRC Section 501(c)(3).

The corporation shall not engage in any act of self-dealing, as defined in IRC Section 4941(d); shall not retain any excess business holdings, as defined in IRC Section 4943(c); shall not make any investments in such manner as to incur tax liability under IRC Section 4944; shall not make any taxable expenditures, as defined in IRC Section 4945(d); and shall distribute the income of the corporation, and, if necessary, principal thereof, at such times and in such manner as not to subject the corporation to the tax on undistributed income imposed by IRC Section 4942.

Furthermore, no compensation or payment shall be paid or made to any disqualified person as defined under IRC Section 4946, including any officer, director, trustee, creator, or organizer of the corporation, or substantial contributor to it, as well as any member of the corporation, except as a reasonable allowance for expenses, including reasonable advances for expenses anticipated in the immediate future, and for the performance of personal services which are reasonable and necessary to carry out the exempt purposes of the corporation; and neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of the corporation shall ever be distributed to or divided among any such persons; provided, further, that neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any member or private individual within the meaning of IRC Section 501(c)(3).

No director or member shall receive compensation for serving as such. Officers may receive reasonable compensation for services performed for the corporation, the amount of such compensation to be determined by the Executive Committee. Directors may be reimbursed for reasonable expenses incurred in connection with the affairs of the corporation including attendance at meetings, provided that such compensation must be specifically authorized by the Executive Committee in each case. No director or member shall be prevented from receiving compensation for services rendered in any other capacity by reason of the fact that he or she is also a director or member.

The Executive Committee may from time to time designate certain persons or groups of persons as benefactors, sponsors, advisors, or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and except as the Executive Committee designates such persons in such capacity shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights and responsibilities.

Copies and records may be maintained at the principal office of the corporation or the office of the Clerk, and shall be open at all reasonable times to the inspection of any director for a proper purpose. Upon the request of any director, theSecretary or operating office shall deliver to such director a copy of the Bylaws of the corporation.