Bylaws of the Wound Healing Society
	Approved by the Board of Directors ARTICLE I: NAME. The name of the corporation is THE WOUND HEALING SOCIETY (the "Society"). ARTICLE II: PURPOSES. The Society is organized and shall be operated exclusively for nonprofit education and charitable purposes, including, without limitation, the purposes stated in the Society's Articles of Incorporation. ARTICLE III: OFFICES. Principal Office: The principal office of the Society shall be in the Commonwealth of Virginia, located at such place as the Board of Directors shall from time to time designate. Other Offices: The Society may have such other offices, located within or without the Commonwealth of Virginia, as the Board of Directors may determine from time to time. ARTICLE IV: MEMBERS 4.1 Types of Members. Membership in the Society shall be unlimited in number. The members of the Society shall be divided into five (5) types, designated as Active Members, Student Members, Senior Members, Honorary Members and Affiliate Members. The qualifications for membership in each class shall be as follows: (a) Active Members: Active Members shall consist of individuals in a recognized area of science or medicine, who have demonstrated a continued interest and accomplishment in the field of wound healing. (b) Senior Members: Senior Members shall consist of Active members who have attained the age of sixty-five (65) years. (c) Honorary Members: Honorary Members shall consist of distinguished workers in the field of wound healing who are approved by the Board of Directors for honorary membership. (d) Student Members: shall consist of individuals who are certified as still in training and shall include undergraduate, graduate and medical students. (e) Affiliate Members: A non-voting member option for individuals who are members of another wound care society. 4.2 Admission of Members (a) Any person who is qualified to, and interested in, becoming a member of the Society shall submit a written and signed application on a form approved by the Board of Directors, to the Secretary of the Society. The application shall be accompanied by the written sponsorship of two (2) Active Members of the Society in good standing. The Secretary shall submit each such application to the Membership Committee. The Membership Committee shall consider the applications submitted and shall approve or disapprove each such application. Applicants whose applications are so approved shall become members of the Society on the payment of the required dues. (b) Any applicant whose application has been disapproved by the Membership Committee may request that his or her application be reviewed by the Board of Directors, in accordance with such procedures as may be established by the Board of Directors. 4.3 Voting Right. Eligibility to Serve as Director or Officer. Active Members, Senior Members and Honorary Members shall have the right to vote for directors of the Society and on all matters requiring membership approval by law, the Articles of Incorporation or these Bylaws. Student Members and Affiliate Members shall not have the right to vote and shall not be eligible to serve as directors and officers of the Society. Senior Members and Honorary Members shall not be eligible to serve as directors and officers of the Society. All Members shall have the right to receive notices of all meetings of the members. 4.4 Dues (a) The dues for Active Members, Student Members and Affiliate Members shall be fixed by the Board of Directors on an annual basis. Senior Members and Honorary Members shall not be required to pay any dues. (b) Dues shall be payable in advance at the beginning of each fiscal year of the Society. Any member whose dues are in arrears for one (1) year shall be notified in writing of such arrearage by the Treasurer. If the member fails to pay the arrearage within two (2) months after such notice is sent, such member's membership may be terminated by a vote of the majority of the Board of Directors at its next annual meeting. (c) Special assessments necessary for the work of the Society may be recommended by the Board of Directors to the members, and shall be levied only on the majority vote of the Active, Senior and Honorary Members at the annual meeting of members. 4.5 Termination of Membership. The Board of Directors, by the affirmative vote of two-thirds (2/3) of the entire Board, may suspend or expel a member for cause after an appropriate hearing. Final determination by a body having valid jurisdiction that a member has acted in an unethical manner shall be deemed to be cause. The Board of Directors by a majority vote of those present at the annual meeting of directors, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues as provided in Section 4.4 of these Bylaws. 4.6 Resignation. Any member may resign by filing a written resignation with the Secretary of the Society, but such resignation shall not relieve the resigning members of the obligation to pay any dues, assessments or other charges accrued and unpaid prior to such resignation. 4.7 Reinstatement. On written request signed by a former member and filed with the Secretary of the Society, the Board of Directors, by the affirmative vote of two-thirds (2/3) of the entire Board, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate. 4.8 Transfer of Membership. Membership in the Society shall not be transferable or assignable. ARTICLE V:MEMBERS' MEETINGS 5.1 Annual Meeting. The annual meeting of the members of the Society shall be held each year at such time and place as shall be designated by the Board of Directors. 5.2 Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, the Board of Directors, or will be called by the Secretary, upon the written request of Members having one-twentieth (1/20) of the votes entitled to be cast at such meeting. Business transacted at all special meetings shall be confined only to business within the purpose or purposes described in the notice of the meeting. 5.3 Notice. Notice of the date, time, place and purpose of each annual and special meeting of members shall be given by mailing a written or printed notice of the same to each member no less than ten (10) nor more than sixty (60) days before the date of the meeting, except that notice of a members' meeting to act on an amendment of the Articles of Incorporation, a plan of merger, a proposed sale of assets or the dissolution of the Society shall be given not less than twenty-five (25) nor more than sixty (60) days before the date of such meeting. Notice shall be postage prepaid to each member of record of the Society addressed to the member's address appearing on the books of the Society. All meetings shall be held at the date, time and place fixed by the Board of Directors. 5.4 Record Date. The Board of Directors may fix in advance a date as the record date for a determination of members for any purpose, such date to be not more than seventy (70) days before the meeting or action requiring such determination of the members. 5.5 Proxies. At any meetings of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. A proxy shall become effective when received (including by Fax) by the Secretary of the Society or other officer or agent authorized to tabulate votes. No proxy shall be valid after eleven (11) months from the date of its execution, unless a longer period is provided for in the proxy. 5.6 Quorum and Voting Requirements. Members holding one-tenth (1/10) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, the Articles of Incorporation or these Bylaws. 5.7 Conduct of Meetings. The President shall preside over all meetings of the members. If the President is not present, the President-Elect shall preside. If the President-Elect is not present, then either the Vice President or the Secretary or the Treasurer shall become the presiding officer. If none of such officers are present, a chair shall be elected by the meeting. The Secretary of the Society shall act as secretary of all meetings, if present. If the Secretary is not present, the chair of the meeting shall appoint a secretary of the meeting. ARTICLE VI: BOARD OF DIRECTORS 6.1 General Powers: The management of all affairs, property and business of the Society shall be vested in a Board of Directors. 6.2 Number, Nominations, Elections and Term. (a) The number of elected directors of the Society shall consist of not less than nine (9) nor more than twelve (12) directors. (b) Prior to each annual meeting, the Active Members, Senior Members and Honorary Members shall elect directors of the Society. All voting shall be done by mail ballot and shall be completed prior to the Annual Meeting of the Board. Candidates for election to the Board of Directors shall be nominated by the Nominating Committee (Article 7.2). (c) Directors are whose terms are expiring at the end of the annual meeting shall be replaced for three-year terms or shall have the potential for re-election to an additional three year term. Newly elected board members attend the annual meeting but do not acquire the option to vote until completion of the Board meeting. (d) All officers who are not elected to the Board of Directors shall be considered full members of the Board during their term in office. 6.3 Regular Meetings. The annual meeting of the Board of Directors shall be held without notice other than this Bylaw and at the same place as the annual meeting of members. Additional regular meetings of the Board of Directors may be held at such times and places as may be fixed by resolution of the Board without notice other than such resolution. 6.4 Special Meetings and Notices. Special meetings of the Board of Directors may be held at such times and places as may be fixed by resolution of the Board, or upon the call of the President or will be called by the Secretary upon written request by at least three (3) Directors. Notice of any such special meeting shall be given to each director at least ninety-six (96) hours before the meeting at the director's residence or business address or by delivering such notice to the director or by telephone, telegraph(,) or Fax at least ninety-six (96) hours before the meeting. Any such notice shall contain the time, place and purpose of the meeting. Meetings may be held without notice if all of the directors are present or those not present waive notice before or after the meeting. 6.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting. 6.6 Quorum. A quorum at all meetings of the Board of Directors shall consist of two-thirds (2/3) of the entire Board. If less than a quorum is present at a meeting, a majority of these present may postpone the meeting to a subsequent date without any further notice to any of the directors. A quorum shall be necessary at such subsequent meeting for all purposes except, as noted below, for the filling of vacancies on the Board. 6.7 Action of the Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater proportion is required by law, the Articles of Incorporation or these Bylaws. 6.8 Action Without a Meeting. Any action which could be taken by the directors in a meeting may be taken by no more than two negative written votes of all directors. Such action shall be effective on the date of the receipt of the last written consent, unless otherwise provided for in the action. Written consent may be by Fax. 6.9 Removal and Vacancies. The Board of Directors may remove any director, with cause, and fill the vacancy. A director may be removed by a vote of a of two thirds majority of the Board of Directors only at a meeting called at least in part for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the director. Any vacancy arising among the directors including vacancies created by an decrease in the number of directors occurring between the annual meeting of members shall be filled by the remaining members of the Board of Directors. 6.10 Compensation. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board, a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Society in any other capacity as an officer, employee or otherwise, and receiving compensation therefor. ARTICLE VII: COMMITTEES 7.1 Executive Committee. (a) The Executive Committee shall assist the Board of Directors in conducting the business of the Society. The Executive Committee shall consist of the President of the Society, the President-Elect, and the Vice President. The President of the Society will serve as the chair of the Executive Committee. (b) The Executive Committee shall have the power, when the Board of Directors is not in session, to take any action within the power of the Board, except upon such matters as may require action by the Board of Directors itself by law, the Articles of Incorporation or these Bylaws. Notice of all actions taken by the Executive Committee shall be given to all members of the Board of Directors within ten (10) days after such action is authorized by the Executive Committee. All decisions of the Executive Committee shall stand unless countermanded by resolution of the Board of Directors and shall be subject to ratification at the next board meeting. 7.2 Nominating Committee. (a) The Board of Directors shall create a Nominating Committee which shall recommend to the Board a slate of nominees for the Board to present to the annual meeting of members for election to the Board. The Nominating Committee shall consist of the Vice President, President, President Elect and two members-at-large who may not be Board members, and who will be selected by the Vice President. Initially one member-at-large shall serve for a one-year term. Otherwise, members-at-large will serve for two-year terms. The Vice President shall serve as the chair of the committee. (b) The Nominating Committee shall select a total of five nominees for consideration for election to replace the three directors whose terms are expiring at the next annual meeting of members. If the term of the director who is Vice President is expiring, the number of directors authorized by the Board shall be increased by one for only that period necessary for that individual to complete service as President and that individual shall be nominated as a nominee by the Nominating Committee to serve for that period only. The slate of nominees shall be sent to each member no later than thirty days prior to the next annual meeting of members. 7.3 Standing Committees. (a) The Board of Directors shall create the following standing committees: (i) Program and CME Committee, (ii) Membership Committee, (iii) Awards Committee, (iv) Industrial Advisory and Development Committee, (v) Ethics Committee, (vi) Publications Committee, and (vii) Bylaws Committee, (viii) Government Relations Committee, (ix) Finance Committee, (x) Long Range Planning Committee, and (xi) Public Relations Committee. (b) The chair of the standing committees, who need not be a director, shall be designated at the annual meeting of the Board of Directors and should be appointed by the Executive Committee in consultation with the membership of that committee. (c) The standing committees shall have such powers as are delegated to them by the Board of Directors and shall, from time to time, report to and advise the Board on matters within their respective areas of responsibility. Policies and procedures of these Standing Committees, including terms of service, will be in the Administrative Policy and Procedure Manual of the Society. 7.4 Other Committees. The Board of Directors may create one or more other committees and appoint members of the Board of Directors to serve on them. Each committee may have two or more members who serve at the pleasure of the Board of Directors. The Board of Directors shall specify the powers and authorities of the committee in the resolution creating the committee, and each committee shall from time to time, report to and advise the Board on matters within its area of responsibility. 7.5 Limitation on Powers of Committees. No committee shall have the power to (i) approve or recommend to the members action required by law to be approved by the members; (ii) fill vacancies on the Board or any other committees; (iii) amend the Articles of Incorporation; (iv) adopt, amend or repeal the Bylaws; or (v) approve a plan of merger not requiring member approval. ARTICLE VIII: OFFICERS 8.1 Officers; Qualifications. The officers of the Society shall be a President, a President-Elect, a Vice President, a Secretary and a Treasurer. The President shall be a director of the Society. The other designated officers need not be directors, but, if not, they shall be ex-officio members of the Board of Directors. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, who need not be directors. All officers shall be Active Members of the Society. The President-Elect may hold another office. 8.2 Election, Term and Removal. The newly convened Board of Directors, at its meeting during the annual meeting, shall elect a President-Elect; and in that year that the office's term expires, a Secretary and a Treasurer. All officers shall serve for a term of two years, except the Secretary and Treasurer whose term shall be three years, and until their respective successors are elected and qualified, but any officer may be removed summarily with or without cause at any time by the vote of a majority of all the directors. There is no limit on the number of terms an officer may serve. Vacancies among the officers may be filled by the directors for the unexpired portion of the term. 8.3 President. The President shall be the Chair of the Board of Directors and chief executive officer of the Society, and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall preside at all meetings of the Board of Directors and members, if present thereat, and shall have general supervision, direction and control of the business of the Society. The president shall be the chair of the Executive Committee and shall serve as an ex-officio member of all other committees created by the Board. Except as the Board of Directors shall authorize the execution thereof in some other manner, the President shall execute bonds, mortgages, and other contracts on behalf of the Society, and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer. The President shall take office as Vice President upon the expiration of service as President. 8.4 President-Elect. The President-Elect shall have such powers and shall perform such duties as shall be assigned by the Board of Directors and the President. The President-Elect shall take office as President upon the expiration of the President's service as President. 8.5 Vice President. The Vice President shall have such powers and shall perform such duties as shall be assigned by the Board of Directors and the President. 8.6 Secretary. The Secretary shall give, or cause to be given, notice of all meetings of members and directors, and all other notices required by law, the Articles of Incorporation or these Bylaws, and in case of the Treasurer's absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or members, upon whose requisition the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the members and directors of the Society in a book to be kept for that purpose. He/she shall keep in safe custody the seal of the Society, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his/her signature or by the signature of an assistant secretary. 8.7 Treasurer. The Treasurer shall have the custody of the Society funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Society. He/she shall deposit all monies and other valuables in the name and to the credit of the Society in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the society as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. The Treasurer shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request, an account of all transactions as Treasurer and of the financial condition of the Society. If required by the Board of Directors, the Treasurer shall give the Society a bond for the faithful discharge of duties in such amount and with such surety as the Board shall prescribe. 8.8 Assistant Secretary and Assistant Treasurer. Assistant secretaries and assistant treasurers, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors or officers. 8.9 Salaries. The Board of Directors shall have the power to fix the compensation for all officers and employees of the Society. No officer shall be disqualified from receiving such compensation by reason of also being a director of the Society. ARTICLE IX: INDEMNIFICATION 9.1 Advances. The Society will reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding if (i) the director, officer, employee or agent furnishes the Society with a written statement of good faith belief that he or she has met the standard of conduct described in the Articles of Incorporation, (ii) the director, officer, employee or agent furnishes to the Society a written undertaking, executed personally, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Section. 9.2 Determination and Authorization of Indemnification. (a) The Society will not indemnify a director, officer, employee or agent unless authorized in the specific case after a determination has been made that a indemnification of the director, officer, employee or agent is permissible in the circumstances because he or she has met the standards of conduct. (b) The determination shall be made by any of the following: (i) a majority vote of a quorum of only the members of the Board of Directors who are not at the time parties to the proceeding; (ii) if a quorum cannot be obtained under paragraph (I), by a majority vote of a committee duly designated by the Board of Directors consisting solely of two or more directors not at the time parties to the proceeding; (iii) by special legal counsel either selected by the Board of Directors or its committee or, if a quorum of the Board of Directors cannot be obtained and a committee cannot be designated, selected by a majority vote of the entire Board of Directors, in which selection those directors who are parties to the proceeding may participate; or (iv) by the Active, Senior and Honorary Members, excluding those who are, at the time, parties to the proceeding. ARTICLE X: SEAL 10.1 Seal. The Board of Directors shall provide a corporate seal, which shall be a circular die containing the name of the Society and the state and year of its incorporation. ARTICLE XI: CONTRACTS, CHECKS, DEPOSITS AND GIFTS 11.1 Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and delivery any instrument in the name of and on behalf of the Society, and such authority may be general or may be confined to specific instances. 11.2 Checks, Drafts or Orders. All checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. In the absence of such authorization by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant treasurer and countersigned by the President or Vice President. The signature of any such person may be a facsimile when authorized by the Board of Directors, provided that, if two signatures are required on a particular instrument, one such signature must be an original signature. 11.3 Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositaries as the Board of Directors may select. 11.4 Gifts. The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or device for any of the Society's purposes as set forth in the Articles of Incorporation. ARTICLE XII:FISCAL YEAR 12.1 Fiscal Year. The fiscal year of the Society shall be determined by the Board of Directors. ARTICLE XIII: CERTIFICATES OF MEMBERSHIP 13.1 Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the Society, which certificates shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice President and by the Secretary or an assistant secretary and shall be sealed with the seal of the Society. If any certificate is lost, mutilated or destroyed, a new certificate may be issued therefor on such terms and conditions as the Board of Directors may determine. 13.2 Issuance of Certificates. When a member has been elected to membership and has paid any dues and fees that may then be required, at the request of the member a certificate of membership shall be issued in the member's name and delivered to him by the Secretary. ARTICLE XIV: BOOKS AND RECORDS 14.1 Books and Records. The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the Membership Committee, and shall keep a record giving the names and addresses of all of the members of the Society. All books and records of the Society may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. ARTICLE XV: PARLIAMENTARY AUTHORITY 15.1 Parliamentary Authority. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, Roberts Rules of Order shall be the parliamentary authority for the conduct of all meetings of the Society, its members, directors and committees. 16.1 Alteration, Amendment or Repeal. These Bylaws may be altered, amended or repealed, in whole or in part, by a vote of two-thirds (2/3) of the entire Board of Directors at any regular or special meeting, or (and) by a vote of two-thirds (2/3) of all of the Active, Senior or Honorary Members at any regular or special meeting called for such purpose. Proposed bylaw changes must be circulated to the Board Members, or to the voting membership at least one month prior to vote.