Share Regenerative Engineering Society Bylaws June 19, 2017 ARTICLE I - NAME ARTICLE II - MISSION AND OBJECTIVES ARTICLE III – ORGANIZATION ARTICLE IV – SPONSORSHIP ARTICLE V – RELATIONSHIP TO AICHE ARTICLE VI - STAFF AND OPERATIONS ARTICLE VII – MEMBERSHIP ARTICLE VIII - GENERAL PROVISIONS ARTICLE I - NAME The name of the organization is the Regenerative Engineering Society of the American Institute of Chemical Engineers (AIChE), henceforth referred to as the RE Society. The RE Society is a technical entity of AIChE. ARTICLE II - MISSION AND OBJECTIVES SECTION 1 – Mission The mission of the RE Society is to promote and advance regenerative engineering, a field defined as the Convergence of Advanced Materials Sciences, Stem Cell Science, Physics, Developmental Biology and Clinical Translation for the regeneration of complex tissues and organ systems. The mission includes informing the public of the technical benefits of Regenerative Engineering, and promoting the realization of the benefits of this field through biomedical applications. SECTION 2 - Objectives The objectives of the RE Society are: · To raise interest, understanding, and recognition of engineers’, scientists’, physicians, industry workers, and community members roles in regenerative engineering. · To organize conferences, workshops and other events in the field of regenerative engineering. AIChE will support this activity by organizing the logistics, inviting speakers, promoting to potential participants, soliciting sponsorships, and collecting registrations, all with the assistance and under the direction of the RE Society. · To further education of RE Society members and infuse awareness to others in the public who are interested in learning about regenerative engineering. AIChE will support this effort by helping develop educational offerings, providing access to AIChE’s e-Learning management and webinar platforms, and promoting the offerings. · To gain grants and sponsorships in support of the mission of the RE Society, including the solicitation of funding for various initiatives. · To drive for scientific excellence in the field of regenerative engineering through establishment and maintenance of prestigious awards for both young and senior researchers. · To attract young people to science in general through a unique membership opportunity in the RE society. · To provide membership in the society. AIChE will work with the RE Society Managing Board to to integrate the membership model into AIChE’s membership database. · Specifically excluded from the scope of RE Society are activities currently managed or planned by the separate for profit entity, including cloud funding and standards development. · To foster and promote peer-review of research on regenerative engineering through publications, journals and and/or conferences. ARTICLE III - ORGANIZATION SECTION 1 – General Oversight of all RE Society activities shall be provided by the Chair, Managing Board, and Project Committees. The RE Society will be accountable to the AIChE Board of Directors on fiscal matters and for adherence to the RE Society bylaws. To that end, ultimate financial direction and control will reside with the AIChE Board of Directors. The Managing Board shall consist of eleven voting members. The Managing Board shall include the AIChE Executive Director, who shall exercise fiduciary responsibility of the RE Society, and one AIChE Board member, who will be appointed by the AIChE Board President to serve one (1) three-year term. The remaining positions of the Managing Board shall be the Chair, Secretary, Treasurer, and six (6) Directors , and approved by the AICHE Board of Directors. Terms For the initial term, the Chair will be the Founder, and the Secretary, Treasurer, and six Directors will be appointed by the Chair. The Chair, Secretary, and Treasurer will serve a six (6) year term, five (5) year term, and four (4) year term position, respectively. The Directors will serve 5 year (1/3), 4 year (1/3) and 3 year (1/3) terms. After the initial term, the Chair, Secretary, Treasurer and six Directors will be elected by the membership and approved by the Board of Directors. These positions will be elected for three year terms and shall serve in 3 year staggered appointments such that 1/3 of the appointees shall turn over annually. The Managing Board will develop written election procedures to define the election process. Term Limits: An elected member of the Managing Board who is serving a full term shall be eligible for re-election to no more than one additional term. A member who has been elected to an unexpired term to fulfill a vacancy shall be eligible for re-election to no more than two additional terms. Meetings: The Managing Board shall meet as required, with at least one meeting to be held in conjunction with the AIChE Annual Meeting. Teleconferences, in which all participants can hear each other, may also be used as a means of communications when deemed appropriate. Meetings of all of the entities of the RE Society shall be arranged by the RE Society Chair. The Chair shall preside at the meetings of the respective entity. A quorum for transaction of business at any meeting shall consist of a simple majority of the listed members of that specific entity. Notification and organization of meetings, and preparation and distribution of meeting minutes shall be the responsibility of the RE Society Chair. SECTION 2 – Chair Purpose: The RE Society Chair shall provide overall leadership of the activities for the RE Society and Managing Board. The Chair shall report directly to the Managing Board. Representation: The Chair of the RE Society shall have broad recognition among members in regenerative engineering, be elected by the RE Society members, and approved by the AIChE Board of Directors. SECTION 3 - Managing Board Purpose: The Managing Board shall provide managing guidance and assure financial control and responsibility for the RE Society subject to the financial direction of the AIChE Board of Directors, as provided in SECTION 1, above. The Managing Board shall prepare and deliver to the AIChE Board of Directors annual reports of RE Society activities and prospective programs. The Managing Board directs RE Society staff on issues and activities important to RE Society and its constituents, and develops and recommends annual budgets for approval by the AIChE Board of Directors. Representation: The Managing Board shall consist as above. SECTION 4 - Project Committees Purpose: The Managing Board shall create Project Committees to execute special projects. The Managing Board shall sunset Project Committees upon project completion, determination of inactivity, or when deemed to be in the best interest of the RE Society. Representation: Project Committees shall consist of one technical representative from each Corporate Sponsor with interest in the project. These representatives shall be nominated by the sponsoring organization. The Chair may appoint other members from Institutional Sponsors, academia, government, and industry. Project committees shall be accountable to the Managing Board. Meetings: The Project Committees shall meet as necessary. ARTICLE IV - SPONSORSHIP SECTION 1 - General RE SOCIETY shall have two classes of sponsors: Corporate and Institutional. The Managing Board of RE SOCIETY shall establish sponsor fees, levels, and parameters. Sponsors may designate their sponsorship fees as restricted funds as defined by the Financial Accounting Standards Board. . SECTION 2 - Qualification of Corporate Sponsors Any for-profit corporation, company, or partnership, located anywhere, having an interest in regenerative engineering may become a Corporate Sponsor of RE SOCIETY through submission of required fees to AIChE and through designation of a Project Committee member and/or a Managing Board Member to the RE SOCIETY. Corporate Sponsor benefits begin immediately upon receipt of the payment by AIChE and extend through the end of the calendar year during which such payment is received. Corporate Sponsorship may be terminated through a written request to the Managing Board to withdraw or through failure to submit required fees. SECTION 3 - Qualification of Institutional Sponsors Any not-for-profit institution, professional society, foundation, or entity, located anywhere, having an interest in regenerative engineering may become an Institutional Sponsor of RE SOCIETY through the execution of an Institutional Sponsor Agreement by a responsible official. Institutional Sponsorship may be terminated through a written request to the Managing Board to withdraw or through failure to comply with Institutional Sponsor Agreement. ARTICLE V - RELATIONSHIP TO AIChE SECTION 1. ADMINISTRATION OF THE RE SOCIETY The RE Society is a technical entity of AIChE and will be administered by the staff of the AIChE. SECTION 2. LIMITATIONS OF ACTIONS The RE Society does not have the authority to act for, or in the name of, the American Institute of Chemical Engineers (AIChE) or any sponsor or participant, except with the explicit authorization of the Board of Directors of AIChE, or said Sponsor or participant. The RE Society does not have the authority to incur any financial obligations in the name of AIChE. All activities of the RE Society shall be within the limitations imposed by Section 204 of the New York Not-for-Profit Corporation Law and any other laws and regulations applicable to not-for-profit corporations. SECTION 3. AIChE OBLIGATIONS AND RIGHTS The RE Society will be funded from revenue from its activities. The RE Society is expected to generate sufficient cash to build a reserve. Reserves from these activities will be held by AIChE. These reserves may be used, at the discretion of the AIChE Board of Directors, for funding of research and development and other projects within the Institute or in other entities that carry out related activities. SECTION 4. RE SOCIETY OBLIGATIONS AND RIGHTS AIChE staff assigned to the RE Society work shall be responsible for such things as mailings, administration of funds, preparation and execution of contracts, arrangements of meetings, and printing and distribution of technical books, reports, and materials. Staff support for RE Society, with guidance from the RE Society Chair, shall have the authority to negotiate and sign contracts, set prices, and carry out other financial functions, in keeping with AIChE financial and contractual policies. ARTICLEVI - STAFF AND OPERATIONS AIChE will provide all operational and back-office staff support for all RE Society activities related to the RE Society objectives (see objectives in ARTICLE 2 – SECTION 2) that include finance, accounting, meetings programming and logistics, marketing, education services, membership, awards, and executive administration. Only upon the approval from the Executive Director of AIChE shall the staff assigned to the RE Society have authority to negotiate and sign contracts, set prices, and carry out other financial functions for the RE Society, in accordance with the financial guidelines and purchasing policies of AIChE. Representation: Equitable mechanisms for compensating AIChE will be applied for each operational activity and back-office support in the manner consistent with the current operation of AIChE. The RE Society will be able to compensate third-parties for their efforts in support of the above activities, within the society’s fiduciary means. ARTICLE VII - MEMBERSHIP SECTION 1 - General The RE Society shall have two orders of membership: Members and Fellows. The Managing Board of the RE Society shall establish member fees, levels, and privileges. SECTION 2 - Members Any individual having an interest in regenerative engineering may become a member of the RE Society through submission of required fees. SECTION 3 - Fellows Individual members who have had sufficient prominence in their work in Regenerative Engineering may be designated as Fellows. The criteria for Fellow status will be formulated by the Managing Board. ARTICLE VIII - GENERAL PROVISIONS SECTION 1 - Interpretation The Managing Board is empowered to rule on any question concerning the interpretation of these Bylaws, subject to final jurisdiction of the AIChE Board of Directors. SECTION 2 - Revisions Revisions to the RE Society Bylaws shall be made in writing, along with the appropriate rationale, and sent to the Chair. The Chair shall submit proposed revisions to the Managing Board with appropriate recommendations. Adoption of any proposed revision shall require a two-thirds affirmative vote of the Managing Board members. Bylaw revisions must be approved by the AIChE Board of Directors. SECTION 3 - Matters Not Covered Issues not specifically covered in these Bylaws, shall be reviewed by the RE Society Managing Board. SECTION 4 - RE Society Future The organization described herein shall be limited to the initial phase-in period, three (3) years, of the society. After the phase-in period, the purpose, scope and organization of RE Society will be reviewed by AIChE’s Board of Directors, the RE Society Board, and bylaws revised appropriately. If the bylaws are not revised on the expected schedule, these bylaws will remain in effect until modified. At the end of the three (3) year initial period, if either party desires to end the relationship, the other party agrees to provide full cooperation and not prevent the separation. If the RE Society desires to separate its organization from AIChE, AIChE agrees to work cooperatively toward an orderly and efficient transfer of all activities to a different entity. If either party desires to no longer participate in the Society, parties agree to work cooperatively to achieve an orderly transition of all activities. Upon separation, all accumulated net assets of the Society will be distributed equally between the RE Society and AIChE.