By-Laws of the Cell Transplant and Regenerative Medicine Society

SECTION 1. The Cell Transplant and Regenerative Medicine Society, Inc. (henceforth known as the “Society”) shall be an international non-profit, collegial association of scientists and clinical practitioners with background and/or interest in the field of cellular transplantation. The registered office of the Society is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in New Castle County, 19801, USA.  The principal office of the Society is located at The Transplantation Society ­International Headquarters, 1255 University Street, Suite 605 Montreal, Quebec H3B 3V9 Canada. The principal office shall be the custodian of all contracts, assignments and other legal documents and records of the Society. The principal office shall report to the Council (as defined below) or to a committee or committees of the Society, as the Council may require. The powers of the Members (as defined below) and all matters concerning the conduct and regulation of the affairs of the Society shall be subject to the provisions set forth in these bylaws.

SECTION 2. The Council may adopt a seal and/or logo for the Society in such form, as it deems appropriate.

SECTION 1. The Society shall promote and encourage education and research with respect to cellular transplantation and regenerative medicine.

SECTION 2. The Society shall collaborate with existing public and private organizations to promote and encourage education and research in cellular transplantation and will participate and assist in the coordination of efforts or formulation of research and clinical programs.

SECTION 3. The Society will receive, use, hold and apply funds, gifts, bequests and endowments, or the proceeds thereof, to any of the purposes described herein.

SECTION 4. Upon the dissolution of the Society, the Council shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of the Society in such manner, or to such organization or organizations operated for educational, or scientific purposes with regards to cellular transplantation or immunology.

SECTION 1. The business and property of the Society shall be conducted and managed by a Board of Directors that shall be designated the Council of the Society (the “Council”).

SECTION 2. The Council shall consist of a maximum of 13 persons of whom 4 shall be Officers comprised of a President, President-Elect, Immediate Past-President, Secretary / Treasurer, and up to a maximum of eight Councilors representing The Americas, Europe/Africa/Middle East and Asia/Oceania. Except as otherwise provided in these Bylaws or in the Certificate of Incorporation, the number of Councilors that shall constitute the whole Council shall be fixed at the Business Meeting of Members, and if not so fixed, then the number of Councilors that constitutes the whole Council shall remain the same as the prior number so fixed. Each region should be represented by at least one Councilor, but the number from any one region shall not exceed the proportion of Members in good standing from that region in the Society. Each Officer and Councilor shall be a Full Member of the Society in good standing at the time of his/her nomination, election and term in office. The President-Elect, Secretary and Treasurer shall be elected from among those Councilors who have served one full term of 4 years on the Council. The Councilors shall be elected from all members in the manner provided in these bylaws. 

SECTION 3. The President, President-Elect, and Immediate Past President shall serve for 2 years in each position and until their successors are installed in office, which shall occur as the last item of business at the Business Meeting of the Members at which the results of the election ballots for their successors are announced. They may not serve consecutive terms. The Secretary, Treasurer and Councilors shall normally serve for 4 years, until the end of the Business Meeting of the Members at which the results of the election ballots for their successors are announced. They may serve two consecutive terms.

SECTION 4. A vacancy in the Council may be filled at the discretion of the remaining Council. In the case of the Secretary or Treasurer, the successor in these circumstances may succeed himself/herself, even though he/she has a fractional term prior to his/her election.

SECTION 5. The President shall be chief executive officer of the Society. Subject to the directions of the Council, he/she shall have and exercise direct charge of and general supervision over the Society and such other duties as from time to time may be assigned to him/her by the Council.

SECTION 6. The President-Elect shall succeed to the office of President upon completion by the President of his/her term in office or upon any earlier vacancy in the office of the President.

SECTION 7. The Secretary shall keep the minutes of all meetings of the Council and of the membership of the Society and shall serve for 4 years; and shall see that all notices are duly given according to the provisions of these bylaws; and shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records.

SECTION 8. The Treasurer shall keep and maintain the financial records of the Society; the Treasurer shall serve for 4 years and have charge of and be responsible of all funds of the Society. He/she shall render to the President and to the Council, whenever requested, an account of the financial condition of the Society, and shall, in any event, report to the Council and Membership.

SECTION 9. Council members shall serve without compensation and shall be elected as outlined in these bylaws.

SECTION 10. Regular meetings of the Council may be held at any time or place upon the call of the President or any three Council members. In general, it is anticipated that the Council will meet at least annually. Special meetings of the Council may be held at any time or place upon the call of the President or of any four Council members. Notice of the meetings shall be in given in writing and emailed to each member of the Council not less than 14 days before such meeting. Meetings may be held at any time and place without notice if all members of the Council are present or if those not present shall, before or after the meeting, waive notice thereof. The Council may meet by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. 

SECTION 11. A majority of the Council shall constitute a quorum for the transaction of business.  

SECTION 12. An action required or permitted to be taken at any meeting of the Council or of any committee thereof, may be taken without a meeting if all of the members of the Council or committee, as applicable, consent thereto in writing.  All such written consents shall be filed with the minutes of the proceedings of the Council or committee, as applicable.

SECTION 1. The Membership of the Society shall consist of those individuals who were on the membership roll of the Society at the conclusion of its first meeting. They will be designated Charter Members. All future members must be elected to membership as prescribed below.

SECTION 2. There shall be five categories of membership: Full Members, Trainee and Technical Members, Allied Health Professional Members, Honorary Members, and Emeritus Members.

1. Full Members shall be physicians, surgeons, scientists or other specialists, who are actively engaged in the science or clinical practice of cellular transplantation. Full Members shall be eligible to hold office in the Society and may vote for election of Officers and on all matters brought before the general membership. Full membership shall be gained by submission of a membership application that has been approved by the Council.
2. Trainee and Technical Membership shall include individuals enrolled in pre- or postdoctoral training programs relevant to the science and clinical practice of cell transplantation, and individuals who have completed their training but have not yet qualified for full membership. No individual may remain in this category more than six years. Trainee and Technical Members may not vote or hold office on the Council but may serve on committees. Trainee membership shall be gained by submission of a membership application and by submission of a letter from the Program Director confirming the candidate and clinical practice of cell transplantation, and the year of completion, and followed by approval by the Council.
3. Allied Health Professional Membership shall include individuals who have an interest in cellular transplantation and are actively working in this field.  Their status must be confirmed by their professional association card or designation.  This membership category can include: nurses, nurse practitioners, pharmacists, social workers and physicians assistants and coordinators, but is not restricted to these positions. Allied Heath Members shall have the same voting rights as a Full Member, and are eligible to be an Officer or Councilor of the Society. 
4. Honorary Membership will be awarded to a person for a significant discovery or contribution of a focused body of work in the area of cell transplantation or immunobiology. Honorary Members of the Society shall be nominated by any Member by means of a letter of nomination, which letter includes the support of two additional Full Members. The letter of nomination should explain in detail how the individual qualifies for this distinction. In addition, a curriculum vitae and reprints of the nominee’s three most important references should be included. Unanimous approval by the Council of the Society is required for a candidate to be elected to be an Honorary Member. No more than one Honorary Member per year can be elected and the Honorary Member shall be be present at the next Business Meeting (as defined below) to be officially elected. Honorary Members may not vote or hold office on the Council.
5. Emeritus Members will be those above the age of 65, or have retired from practice in the field. Emeritus Members can apply for emeritus membership status by submitting in writing a request to the Council, to become an Emeritus Member and have the request approved by Council. Emeritus Members may attend annual meetings, vote and will receive a reduction in dues as determined by Council.  Emeritus Members may not hold office on the Council.

SECTION 3. Every member shall have the right to attend and participate in the Business Meeting of the Members of the Society. All members shall pay dues in the amounts and for such periods as the Council from time to time shall determine. The Council may in determining dues take into consideration special circumstances or place of residence of Members. Any member who fails to pay dues for one year shall be removed from the Society at the Council meeting following the end of the second year for which payment was not received. 

SECTION 4. Any membership can be terminated by the Council for conduct which, in the sole judgment of the Council, is injurious to the interests and welfare of the Society, or for failure to actively participate in the work of the Society, or for failure to attend three annual meetings in succession without a substantive reason. Such termination shall require a two-thirds vote of the Council, and after the member in question is afforded an opportunity to appear before the Council and appeal for continuance of membership.

SECTION 1.  Meetings of the Members (each, a “Business Meeting”) shall be held at such time and place as shall be determined at the prior Business Meeting, or failing such determination, at such time and place as the Council may fix. Business Meetings will take place during the Society’s biennial International Congress. All members may attend the Business Meeting but, in accordance with Article IV, Section 2 of these bylaws, neither Trainee and Technical Members nor Honorary Members may vote. The agenda of the Business Meeting shall be determined by the Council upon proposal of the Secretary. Relevant subjects can be added to the agenda by the Members, providing a written request to the President or Secretary is given one week in advance of the Business Meeting. A report by the President, the Secretary, and the Treasurer shall be given during the Business Meeting.

SECTION 2. Each Member entitled to vote at a Business Meeting shall be entitled to one vote upon each question submitted to a vote of the Members. Each Member entitled to vote at a Business Meeting or to express consent to an action in writing without a meeting may authorize another person or persons to act for such Member by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient by law to support an irrevocable power. A Member may revoke any proxy which is not irrevocable by attending the Business Meeting and voting in person or by delivering to the Secretary of the Society a revocation of the proxy or a new proxy bearing a later date.

SECTION 3. A majority of votes properly cast upon any questions shall decide the question, except in any case where a larger vote is required by law, these bylaws or otherwise.

SECTION 4. The President, or in his/her absence the President-Elect, or in his/her absence an Officer of the Council, shall preside at Business Meetings. The Secretary shall keep records of any Business Meeting. In the absence of the Secretary, the presiding officer may appoint a secretary pro tem.

SECTION 5. Notice of the place, if any, date, hour, and means of remote communication, if any, of every Business Meeting shall be given by the Society not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every Member entitled to vote at the Business Meeting.  Without limiting the manner by which notice otherwise may be given effectively to Members, notice of Business Meetings may be given to Members by means of electronic transmission in accordance with applicable law.  Without limiting the manner by which notice otherwise may be effectively given to Members, any notice to Members may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (the “DGCL”).

SECTION 1. Committees may be appointed or designated by the Council, by resolution, to function on behalf of the Council in a manner provided in the aforementioned resolution or as prescribed in these bylaws. Committees constituted by any other means shall not be recognized as representing the Society.

SECTION 2. Each committee shall have a Chairman and Secretary that may be elected by the committee if one is not named by the President of the Society, who will make appointments to committees except when committee composition is prescribed by these bylaws.

SECTION 3. Reports of all committee meetings shall be submitted to the Council for approval.

SECTION 1. At least 6 months but not greater than 12 months before the Business Meeting of Members to be held at the time of the biennial International Congress, the Secretary or designate shall send to each member a notice stating the offices among the elected Officers and the Councilors to be filled by elections and requesting submission of nominations in filling such vacancies. A person may be nominated if his/her name is submitted in writing signed by at least two Full or Emeritus Members and accompanied by a four-line summary of his/her curriculum vitae, as well as written acceptance to stand for election. Nominees are not able to be nominated for more than one vacancy on Council per election year. In the event that sufficient nominations are not received prior to the time limit of 6 months, the Council shall make additional nominations of appropriately qualified members to ensure there is at least one nominee for each vacancy among the elected Officers and Councilors.

A list of candidates for election will be presented to the Membership through electronic correspondence prior to the biennial Business Meeting of Members. Officers and Councilors shall be elected by a majority vote of the Members eligible to vote and will assume office at the Business Meeting of the biennial International Congress.

SECTION 1. All checks and drafts drawn upon the Society’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations, and other instruments for the payment of money, shall be signed by such Officer or Officers, agent or agents, as shall be thereunto authorized from time to time by the Council, which may in its discretion authorize any such signature to be facsimile.

SECTION 2. Unless otherwise prescribed in these bylaws all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by the President, or President-Elect, Secretary, or Treasurer, provided, however, that the Council may in its discretion, require any or all of such instruments to be signed by any two or more of such Officers, or may permit any or all such instruments to be signed by such other agent or agents as it shall thereunto authorize from time to time.

SECTION 1. Whenever any notice is required to be given by law, or under the provisions of the Certificate of Incorporation of the Society or of these bylaws, such notice may be waived in a writing signed by the person or persons entitled to such notice, or by his/her attorney or attorney’s thereunto authorized, whether before or after the event or action to which such notice relates.

SECTION 1. The fiscal year of the Society shall end on such date as the Council may by resolution specify and the Council may by resolution change such date for future years at any time or from time to time.

SECTION 1. For purposes of this Article XI:.

1. “Corporate Status”  describes the status of a person who is serving or has served as (A) a Councilor or (B) an Officer;
2. “Disinterested Councilor” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Councilor who is not and was not a party to such Proceeding;
3. “Expenses” means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;
4. “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement; and
5. “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative.

SECTION 2. Subject to the operation of Article XI, Section 3 of these bylaws, each Councilor and each Officer shall be indemnified and held harmless by the Society to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Society to provide broader indemnification rights than such law permitted the Society to provide prior to such amendment), and to the extent authorized in subsections (i) through (iv) of this Article XI, Section 2.

1. Actions, Suits and Proceedings Other than By or In the Right of the Society.  Each Councilor and Officer shall be indemnified and held harmless by the Society against any and all Expenses and Liabilities that are incurred or paid by such Councilor or Officer or on such Councilor’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Society), which such Councilor or Officer is, or is threatened to be made, a party to or participant in by reason of such Councilor’s or Officer’s Corporate Status, if such Councilor or Officer acted in good faith and in a manner such Councilor or Officer reasonably believed to be in or not opposed to the best interests of the Society and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
2. Actions, Suits and Proceedings By or In the Right of the Society.  Each Councilor and Officer shall be indemnified and held harmless by the Society against any and all Expenses that are incurred by such Councilor or Officer or on such Councilor’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Society, which such Councilor or Officer is, or is threatened to be made, a party to or participant in by reason of such Councilor’s or Officer’s Corporate Status, if such Councilor or Officer acted in good faith and in a manner such Councilor or Officer reasonably believed to be in or not opposed to the best interests of the Society; provided, however, that no indemnification shall be made under this Article XI, Section 2(ii) in respect of any claim, issue or matter as to which such Councilor or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Society, unless, and only to the extent that, the Delaware Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Councilor or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.
3. Survival of Rights.  The rights of indemnification provided by this Article XI, Section 2 shall continue as to a Councilor or Officer after he or she has ceased to be a Councilor or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives..
4. Actions by Councilors or Officers.  Notwithstanding the foregoing, the Society shall indemnify any Councilor or Officer seeking indemnification in connection with a Proceeding initiated by such Councilor or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Councilor or Officer) was authorized in advance by the Council of the Society, unless such Proceeding was brought to enforce such Officer’s or Councilor’s rights to indemnification or, in the case of Councilor, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

SECTION 3. Advancement of Expenses to Councilors Prior to Final Disposition.

1. The Society shall advance all Expenses incurred by or on behalf of any Councilor in connection with any Proceeding in which such Councilor is involved by reason of such Councilor’s Corporate Status within thirty (30) days after the receipt by the Society of a written statement from such Councilor requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by such Councilor and shall be preceded or accompanied by an undertaking by or on behalf of such Councilor to repay any Expenses so advanced if it shall ultimately be determined that such Councilor is not entitled to be indemnified against such Expenses.  Notwithstanding the foregoing, the Society shall advance all Expenses incurred by or on behalf of any Councilor seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Councilor only if such Proceeding (including any parts of such Proceeding not initiated by such Councilor) was (A) authorized by the Council, or (B) brought to enforce such Councilor’s rights to indemnification or advancement of Expenses under these bylaws.
2. If a claim for advancement of Expenses hereunder by a Councilor is not paid in full by the Society within thirty (30) days after receipt by the Society of documentation of Expenses and the required undertaking, such Councilor may at any time thereafter bring suit against the Society to recover the unpaid amount of the claim and if successful in whole or in part, such Councilor shall also be entitled to be paid the expenses of prosecuting such claim.  The failure of the Society (including its Council or any committee thereof or independent legal counsel) to make a determination concerning the permissibility of such advancement of Expenses under this Article XI shall not be a defense to an action brought by a Councilor for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Councilor is not entitled to an advancement of expenses shall be on the Society.
3. In any suit brought by the Society to recover an advancement of expenses pursuant to the terms of an undertaking, the Society shall be entitled to recover such expenses upon a final adjudication that the Councilor has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 4. Advancement of Expenses to Officers Prior to Final Disposition.

1. The Society may, at the discretion of the Council, advance any or all Expenses incurred by or on behalf of any Officer in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer upon the receipt by the Society of a statement or statements from such Officer requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer is not entitled to be indemnified against such Expenses.
2. In any suit brought by the Society to recover an advancement of expenses pursuant to the terms of an undertaking, the Society shall be entitled to recover such expenses upon a final adjudication that the Officer has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 5.  Contractual Nature of Rights

1. The provisions of this Article XI shall be deemed to be a contract between the Society and each Councilor and Officer entitled to the benefits hereof at any time while this Article XI is in effect, in consideration of such person’s past or current and any future performance of services for the Society.  Neither amendment, repeal or modification of any provision of this Section nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article XI shall eliminate or reduce any right conferred by this Article XI in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced.  The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article XI shall continue notwithstanding that the person has ceased to be a Councilor or Officer and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.
2. If a claim for indemnification hereunder by a Councilor or Officer is not paid in full by the Society within sixty (60) days after receipt by the Society of a written claim for indemnification, such Councilor or Officer may at any time thereafter bring suit against the Society to recover the unpaid amount of the claim, and if successful in whole or in part, such Councilor or Officer shall also be entitled to be paid the expenses of prosecuting such claim.  The failure of the Society (including its Council or any committee thereof or independent legal counsel) to make a determination concerning the permissibility of such indemnification under this Section shall not be a defense to an action brought by a Councilor or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible.  The burden of proving that a Councilor or Officer is not entitled to indemnification shall be on the Society.
3. In any suit brought by a Councilor or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Councilor or Officer has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 6. The rights to indemnification and advancement of Expenses set forth in this Section shall not be exclusive of any other right which any Councilor, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Councilors or otherwise.

SECTION 7.  The Society may maintain insurance, at its expense, to protect itself and any Councilor or Officer against any liability of any character asserted against or incurred by the Society or any such Councilor or Officer, or arising out of any such person’s Corporate Status, whether or not the Society would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article XI.

SECTION 8.  The Society’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article XI as a result of such person serving, at the request of the Society, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”).  Any indemnification or advancement of Expenses under this Article XI owed by the Society as a result of a person serving, at the request of the Society, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

SECTION 1. These by-laws may be amended by a recommendation of the Council to the membership either at the Business Meeting or by correspondence. The change(s) will become effective upon an affirmative vote of two-thirds of the Full and Emeritus members voting.