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Article I: NAME AND OBJECTIVE

The name of this Corporation shall be as set forth in the Articles of Incorporation as the Society of Family Planning (SFP). The Society was incorporated in 2004 to bring together medical professionals who are interested in the scientific study of family planning, focusing, although not exclusively, in the areas of contraception and abortion. The activities of the organization shall be conducted for scientific purposes, for the advancement and promulgation of knowledge regarding family planning, and for the facilitation of personal relationships among scientific investigators of family planning and related topics.

Article II: MEMBERSHIP

Section 1

The SFP shall have three (3) levels of members which shall consist of Fellows, Candidate Fellows, and Junior Fellows.

Section 2. Eligibility

1. Minimum criteria: Any qualified person who is in good professional standing and has an interest in family planning by demonstrating post-doctoral training, a substantial clinical or laboratory practice in this field, or academic presentations or writings within this field is eligible for membership in the Society, including persons who perform clinical, basic science, epidemiologic, social services, demographic, statistical or related types of studies. The essential criterion for selection is continuing identification with the field of family planning. Every applicant for membership must be sponsored by two Fellows in good standing with SFP.
2. Specific criteria:
   1. Fellow: To be considered for membership as a Fellow, the applicant must meet the minimum criteria for membership and both of the following additional requirements:
      • Author a minimum of three (3) original research articles related to family planning in peer-review journals. The candidate must be the first author of at least two (2) of these articles.
      • Present at least one scientific abstract, oral or poster, at a SFP Annual Scientific Meeting prior to applying for membership as a SFP Fellow.
   2. Candidate Fellow: To be considered for membership as Candidate Fellow, the applicant must meet the minimum criteria for membership and all requirements for membership as a Fellow except the presentation of a scientific paper at the SFP Annual Scientific Meeting. Upon acceptance for membership as a Candidate Fellow, the member shall have up to three (3) years from the time membership as a Candidate Fellow was established, to fulfill the presentation requirement. Upon completion of the presentation requirement, a Candidate Fellow will automatically be admitted to membership as a Fellow. If a Candidate Fellow has not filled the presentation requirement within three (3) years, membership as a Candidate Fellow will expire at the end of the three-year period without the possibility of renewal.
   3. Junior Fellow: To be considered for membership as a Junior Fellow, the applicant must meet the minimum criteria for membership and at least one of the following requirements:
      • Currently enrolled in a graduate degree program (for example, MD, MPH, PhD);
      • Currently participating in a post-graduate training program (for example, residency, fellowship); or
      • Has completed a graduate degree or training program within four (4) years of the application for membership.
        
        
      Subject to Article II, Section 4 of these Bylaws, once an individual is accepted as a Junior Fellow into SFP, he or she may retain membership as a Junior Fellow for up to five years after the completion of a graduate degree or postgraduate training but for no longer than seven consecutive years total. In order to retain membership in SFP after the seventh year as a Junior Fellow, the member must satisfy the criteria to be a Fellow or Candidate Fellow.
      
      A Junior Fellow may apply for membership as a Fellow at any time that he or she meets the requirements for membership as a Fellow.
   4. Other membership categories: The Board of Directors may establish by resolution other classes of membership as long as the additional classes include only those members who have been selected as SFP Fellows.

Section 3. Membership application and selection

The application process for membership as a Fellow, Candidate Fellow, and Junior Fellow is as follows:

1. Each applicant must submit an application form, curriculum vitae (with bibliography), and the names of two sponsors to the SFP Administrative Office. Sponsors must be Fellows of the SFP.
2. Each application shall be reviewed by SFP staff, in conjunction with the Membership Committee Chair. At the request of the Membership Committee Chair applications may be dispersed to members of the Membership Committee for further review.
3. The name of each applicant deemed eligible for membership by the SFP staff, Membership Chair, and, if applicable, the Membership Committee, will be presented in writing to the full membership of SFP. Members shall have one month to submit in writing to SFP staff any objections relevant to the admission of an individual applicant into the SFP.
   • If there are no objections raised by the membership in response to an applicant, final approval shall be granted by the Membership Committee Chair.
   • If there are any relevant objections or concerns raised by the members in response to an applicant, such objections or concerns will be considered and discussed as appropriate by the Membership Committee who will then vote on whether the applicant will be selected for membership. A two-thirds (2/3rds) majority vote of the Membership Committee members shall be necessary for final approval or disapproval of each disputed application.
4. Each applicant will be notified in a timely manner of the decision, regardless of outcome.

Section 4. Membership dues

1. The annual membership dues structure will be set by the Board of Directors and may be subject to annual revision upon the recommendation of the Finance Committee.
   • Dues for Fellows and Candidate Fellows will be set at the same amount.
   • Dues for Junior Fellows shall be lower than the amount for Fellows and Candidate Fellows.
2. The first dues payment for each new member will be assessed upon acceptance of his or her application. The first membership year officially begins upon the receipt by SFP of the approved new member's first dues payment. Thereafter, annual dues will be assessed on the member's anniversary date for each membership.
3. Dues payments will include a subscription to Contraception, the official Journal of the SFP and admission to the Society's annual business and scientific meetings.

Section 5. Resignation, suspension and expulsion

1. The resignation of any member in good standing may be accepted at any meeting of the Board of Directors, providing that the annual dues for the membership year have been paid in full.
2. Each member whose dues payments are delinquent by twelve (12) months or more shall be suspended from membership until such time that all dues overdue and currently owed are paid in full.
3. The expulsion of any member shall be decided according to grievance procedures established in writing by the Board of Directors. These procedures shall provide for written notification to the member of the reasons for the disciplinary action, the opportunity for a hearing, and a right to appeal.

Article III: MEETINGS AND QUORUM

Section 1. Annual Business Meeting

The Annual Business meeting of the Society shall be held within or outside the State at such time and place as shall be determined by the Board. Elections and transaction of other business shall be conducted. All Fellows, Junior Fellows and Candidate Fellows may attend the meeting. Presence of one-third (1/3) of the membership shall constitute a quorum for the transaction of business at the Annual Business meeting.

Section 2. Annual Scientific Meeting

There shall be an Annual Scientific Meeting of the Society to promote the objectives of the Society to be held within or outside the State at such time and place as shall be determined by the Board. The Annual Scientific Meeting is open to all individuals who wish to attend, regardless of membership status. The meeting shall include, at a minimum, a meeting of SFP members with a presentation, usually given by the recipient of the SFP's Lifetime Achievement Award.

Section 3. Board of Directors meetings

At least two meetings of the Board shall be held annually, one of which must occur in person and in conjunction with SFP's annual scientific meeting. In the interval between meetings, the President or any member of the Executive Committee may call meetings to take place in person or via electronic mail or conference call. The presence of two-thirds (2/3rds) of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. The Board may delegate power to the Executive Committee to make decisions for specific issues as a proxy for the decision of the full Board.

Article IV: BOARD OF DIRECTORS

Section 1. Board of Directors powers

The business, property and affairs of the Corporation shall be managed by the Board of Directors. The Board shall have all powers conferred on it by law, the Corporation's Articles of Incorporation and these Bylaws. All powers of the Corporation shall be exercised by or under the authority of the Board who may delegate the duties and the powers to Officers and agents of the Corporation. The financial powers of the Officers may be determined and amended through Board resolution and according to the Expenditure Policy as set out in the SFP Board Handbook which shall be approved by a majority of the Board then in office and updated as deemed necessary by the Board.

Section 2. Composition of the Board of Directors

The Board of Directors shall be members of the SFP in good standing. The Board of Directors of SFP shall be known as the Board and shall consist of the officers of the Board and six (6) to eight (8) additional elected at-large members. One, and only one, of these additional elected at-large members shall be a Junior Fellow. Candidate Fellows shall not be eligible for a position as Director.

Section 3. Officers

The Officers of the Board shall be the Immediate Past President, a President, a President-Elect, Secretary, and Treasurer. The President of the Society shall be Chair of the Board. The Officers shall constitute the Executive Committee which shall be chaired by the President. The powers and duties of the officers shall be such as defined in the SFP Board Handbook which shall be approved by a majority of the Board then in office and updated as deemed necessary by the Board.

Section 4. Terms and term limits

1. Terms of office:
   • The President-Elect, Treasurer and Secretary will be elected for a two-year term by the members of the Society.
   • The President-Elect will become President after serving one term as President-Elect.
   • The President will become Immediate Past President after serving one term as President.
   • The Immediate Past-President will serve a term of two years and then must not serve another board position for a minimum of two years.
   • Officers elected to the position of Treasurer or Secretary may serve a maximum of two (2) consecutive terms in one or the other position. Additional terms on the board may be served in the future as long as a period of two (2) years has expired. The Secretary or Treasurer may be elected as President-Elect and continue board service under the terms of that position.
2. At-large board members: Each at-large Board member will serve for a term of three (3) years with the possibility of re-election for a maximum of two (2) consecutive terms. Additional at-large terms may be served in the future as long as a period of two (2) years has expired following board service.

Section 5. Resignation and removal

Any Director may resign at any time by giving written notice of such resignation to the Board. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Board.

A Director may be removed or suspended for cause by an affirmative vote of a two-thirds (2/3rds) majority of the members at a special meeting subject to written notice of the meeting called for that purpose, and provided that such Director is given at least seven (7) days' notice of the meeting and proposed removal and the reasons therefore. The Director must have an opportunity to be heard at the meeting.

If the President resigns or is removed, the President-Elect will fill the vacancy for the remainder of that term and for the duration of what would have been that individual's term as President.

Section 6. Vacancies

Any interim vacancy of an elected position on the Board shall be filled for the unexpired term by a vote of the Board.

Article V: ELECTION OF BOARD

Section 1. Nomination

1. The Nominating Committee shall make at least one nomination for each of the following Board seats based on expiration of terms: President-Elect, Secretary, Treasurer and the at-large positions on the Board to be filled by vote of the members. The number of at-large positions to be elected will be decided by the Board.
2. Open nominations shall be solicited from the membership by the Chair of the Nominating Committee at least one hundred twenty (120) days before the Annual Business meeting at which they are to be considered. Any member of the Society may submit names to the Nominating Committee for its consideration. Nominations will be accepted up to ninety (90) days before the annual business meeting at which they are to be considered.
3. The nominations of the Nominating Committee shall be transmitted to the Secretary at least sixty (60) days before the Annual Business meeting at which they are to be considered.
4. The Secretary shall send to each member, at least twenty-eight (28) days before any meeting, a ballot containing the list of nominees and space for such additional names as the member wishes to propose, and at the same time shall notify the members that they may vote by electronic mail or by postal mail. The completed ballot must be received at the Society office or post-marked at least seven (7) business days before the business session at which the election results are to be announced.

Section 2. Elections

Each Officer shall be elected by the majority of affirmative votes cast. In case no candidate has received a majority of votes, the office in question shall be filled by majority vote of those members present at the Annual Business meeting. The Secretary shall announce the results of the election at the SFP Annual Business meeting.

Section 3. Installation

Newly elected Officers and Board Members shall take office at the adjournment of the Annual Business meeting at which the elections took place.

Article VI: COMMITTEES

Section 1. Standing Committees

The Board shall maintain the following Standing Committees: 1) Executive, 2) Bylaws, 3) Finance, 4) Audit, 5) Membership, 6) Nominating and 7) Scientific.

Section 2. Ad hoc committees

Ad hoc committees may be appointed by the President of the Board as deemed necessary by a majority vote of the Board.

Section 3. Committee functions

The functions of each Standing Committee will be set out in the SFP Board Handbook which shall be approved by a majority of the Board then in office and updated as deemed necessary by the Board.

Section 4. Committee chair and committee membership

1. General: Committee chairs shall be appointed by the President of the Board. Only members of the Board who are Fellows may serve as Committee chairs. Except as otherwise limited by this Section, the members of each Committee shall be designated by the chair of the Committee. Only Fellows and Junior Fellows may serve on a Committee except the Nominating Committee, which shall include only Fellows. The number of members on each Committee, excluding the Chair, shall be no less than three (3) and no more than seven (7). Membership in a committee shall be for a term of one year with reappointment for successive terms permitted. Committee chairs shall serve one-year terms with no limit on the number of consecutive terms of appointment.
2. Executive: The Officers of the Board shall constitute the Executive Committee which shall be chaired by the President. A simple majority of Executive Committee members shall constitute a quorum.
3. Nominating Committee: The Nominating Committee shall consist of seven (7) Fellows, one of whom shall be the Immediate Past President of the Society who will be the Chair of the Nominating Committee. If there is no Immediate Past President, then either a former President of the Society or the current President of the Society shall serve as Chair of the Nominating Committee.
4. Membership Committee: The Membership Committee shall consist solely of elected Board members.
5. Finance Committee: The Finance Committee shall be chaired by the Treasurer. The Finance Committee may include members of the Audit Committee except that the Chairperson of the Audit Committee shall not be a member of the Finance Committee.
6. Audit Committee: Finance Committee members may serve on the Audit Committee but shall constitute less than one-half of the total membership of the Audit Committee. No member of the SFP's staff, including the Chief Executive Officer and/ or Chief Financial Officer, or the President or Treasurer of the Board, may serve on the Audit Committee. No member of the Audit Committee shall have a material financial interest in any entity doing business with the Society.

Article VII: EXECUTIVE DIRECTOR

The Executive Director shall be salaried and shall be primarily responsible for the orderly administration of all aspects of the organization's business. The Executive Director shall also be a non-voting member of the Board of Directors and its committees and shall attend all meetings of the Board with the exception of executive sessions called by the Board President.

Under the direction of the Board of Directors, the Executive Director shall be charged with implementing policy set by the Board, and shall be responsible for management of the organization's operations, programs, and activities of the Corporation, including the appointment, tenure, and salary of members of the staff. The Executive Director may execute leases and contracts and enter into agreements. The Executive Director shall be responsible for custody of funds and securities and the disbursement of funds and grant awards of the corporation in accordance with policies set by the Board. Additionally, the Executive Director may help in developing the annual budget, carrying out the organization's program and implementation of goals, assisting in establishing its policies; assisting in fund raising and development activities; assisting in leadership activities; participating in the field of public media; consulting with relevant voluntary and governmental agencies; developing and maintaining the highest professional standards and practices relating to all aspects of the organization's business. The Executive Director shall be evaluated annually in writing by the Executive Committee.

Article VIII: FISCAL YEAR

The fiscal year of the Society of Family Planning shall begin on the first day of January and end on the last day of December. The Board may, by resolution, change the fiscal year as deemed necessary by the Board.

Article IX: DISPUTE RESOLUTION

Individual Board members shall meet and confer in good faith to attempt to resolve any controversy, dispute or disagreement, or claim arising out of or relating to membership on the Board of Directors, whether among or between Board members, or between a Board member or members and any member, representative, employee or agent of the Society. When a dispute cannot be resolved through discussion and negotiation, any party to the outstanding dispute may implement the dispute resolution procedures set out in the SFP Board Handbook which shall be approved by a majority of the Board then in office and updated as deemed necessary by the Board.

Article X: CONFLICT OF INTEREST

The Board of Directors shall not make decisions that appear to directly benefit the personal financial interests of Board members, employees or agents, outside the ordinary course of the Society's relationship with such individuals. A transaction to which a Board member is directly or indirectly a party shall be authorized, approved, or ratified by the Board of Directors as set out in the SFP Board Handbook which shall be approved by a majority of the Board then in office and updated as deemed necessary by the Board.

Article XI: INDEMNIFICATION

To the fullest extent permitted by law, SFP shall indemnify each of its Directors and Officers, agents and employees including persons formerly occupying those positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by him or her in connection with, or arising out of any transaction, action, suit or proceeding in which he or she may be involved, and to which he or she may be a party by reason of being or having been a Director or Officer, agent, or employee of SFP. No indemnification shall be made in respect of any claim, issue or matter as to which such person seeking indemnification shall have been judged to be liable for negligence or misconduct in the performance of his or her duty to SFP.

Article XII: AMENDMENTS

These Bylaws shall become effective immediately upon their adoption, and after having been approved by the Board and adopted by the Society, may be amended at any meeting as hereinafter provided.

Members may send proposed amendments to the Bylaws in writing to the Chair of the Bylaws committee at least twelve (12) weeks before the date of the meeting at which they are to be considered. The Bylaws committee shall meet at least eight (8) weeks before the meeting at which any amendments are to be considered to review any proposed amendments and propose their own amendments. All proposed amendments approved by the Bylaws Committee must be reviewed by the Board and approved by the affirmative vote of two-thirds (2/3rds) majority. All approved amendments will be distributed to the membership four (4) weeks before the meeting at which the amendments are to be considered. An affirmative vote by the majority of the members present at the Annual Business Meeting shall be necessary for adoption of an amendment.

Bylaws approved: August 31, 2004

Amendments approved:

1. September 10, 2005
2. September 11, 2006
3. September 28, 2007
4. September 18, 2008

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