Bylaws as amended June 15, 2018

ARTICLE I - NAME

ARTICLE II - OFFICES

Section 2.01. Principal Office

Section 2.02. Other offices

ARTICLE III - PURPOSES AND LIMITATIONS

Section 3.01. Purposes

Section 3.02. Limitations

ARTICLE IV - MEMBERS

Section 4.01. Qualifications and Rights of Membership

Section 4.02. Dues, fees, and assessments

Section 4.03. Good Standing

Section 4.04. Termination and Suspension of Membership

Section 4.05. Meetings of Members

Section 4.06. Action Without a Meeting

Section 4.07. Record Date for Notice, Voting, Written Ballots, and Other Actions

Section 4.08. Proxies

Section 4.09. Election of Directors at Large and Officers

Section 4.10 Records

ARTICLE V DIRECTORS

Section 5.01. Powers

Section 5.02. Number and Election of Directors and Restrictions on Directors

Section 5.03. Term of Office of Directors Elected from Membership as a Whole

Section 5.04. Vacancies

Section 5.05. Place of Meetings; Meetings by Telephone.

Section 5.06. Annual and Special Meetings

Section 5.07. Quorum

Section 5.08. Waiver of Notice

Section 5.09. Adjournment

Section 5.10. Notice of Adjourned Meeting

Section 5.11. Action Without Meeting

ARTICLE VI - COMMITTEES, COUNCILS, AND CHAPTERS

Section 6.01. Committees, Councils and Chapters of the Board

Section 6.02. Meetings and Actions of the Committees and Councils.

ARTICLE VII - OFFICERS

Section 7.01. Officers

Section 7.02. Election of Officers.

Section 7.03. Terms of Office.

Section 7.04. Other Officers

Section 7.05. Removal of Officers

Section 7.06. Resignation of Officers

Section 7.07. Vacancies in Office

Section 7.08. Responsibilities of Officers

ARTICLE VIII - INDEMNIFICATION AND INSURANCE

Section 8.01. Indemnification

Section 8.02. Insurance

ARTICLE IX - RECORDS AND REPORTS

Section 9.01. Maintenance of Corporate Records

Section 9.02. Inspection By Directors

Section 9.03. Annual Statement of Certain Transactions and Indemnifications

Section 9.04. Fiscal year.

ARTICLE X - ANNUAL REPORT

ARTICLE XI - CONSTRUCTION AND DEFINITIONS

ARTICLE XII - AMENDMENTS

Section 12.01. Adoption or Amendment by Members

Section 12.02. Amendment by Board of Directors

Section 12.03. Maintenance of Records

ARTICLE XIII - RULES OF ORDER

ARTICLE I - NAME 

The name of this corporation is American Aging Association (AGE), Inc.

ARTICLE II - OFFICES 

Section 2.01. Principal Office 

While organized in the state of Nebraska, the principal mailing address for the transaction of the activities and affairs of the corporation ("principal office") is located at 2885 Sanford Ave SW #39542, Grandville, MI, 49418. The Board of Directors ("the Board") by a simple majority vote may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

Section 2.02. Other offices 

The Board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

ARTICLE III - PURPOSES AND LIMITATIONS 

Section 3.01. Purposes 

  1. Objectives. The objectives of the American Aging Association (AGE) shall include:
  1. To promote biomedical aging studies directed towards increasing the functional life span of humans with one goal being to slow the aging process.
  2. To keep the public informed of the progress of aging research and of practical means of achieving a long and healthy life.
  3. To increase knowledge of biogerontology among physicians and others in the health field.
  4. To foster the scientific and professional career development of AGE trainees and scientific members.
  1. This corporation is a nonprofit corporation and is not organized for the private gain of any person. It is organized under the Nebraska Nonprofit Corporation Act for charitable and public purposes. This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501 (c)(3) of Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law); (ii) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 3.02. Limitations 

  1. Political activity. This corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office or engage in other prohibited political activities.
  2. Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefit of any private individual.
  3. Dissolution. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of this corporation shall be distributed to a nonprofit fund, foundation or corporation - with objectives similar to those of the American Aging Association - which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.)

ARTICLE IV - MEMBERS 

Section 4.01. Qualifications and Rights of Membership 

  1. Classes and Qualifications. This corporation shall have membership classes as indicated below, consisting of persons who support the purposes of this corporation, abide by the rules of conduct for membership, and make timely payment of such dues and fees as the Board may fix from time to time.  The Board by a simple majority vote may change the membership classes or requirements for membership within each class.
  1. Scientific Members: Such members will have college, graduate or medical degree(s), or equivalent training, in one or more areas related to biomedical gerontology, such as chemistry, biology or medicine. An individual meeting these requirements may become a scientific member of the American Aging Association upon payment of dues. The AGE Executive Committee and the AGE Board of Directors reserves the right to review and reject new applications by a majority vote. Scientific members shall have the right to vote and hold office.
  2. Lay Members: Requirements are the same as for Scientific Members except that Lay Members are not required to have a college, graduate or medical degree, and may lack training in areas related to biomedical gerontology. They shall have the right to vote and to hold all offices except those of President, President-Elect, and President-Elect-Elect.
  3. Fellows: Scientific or Lay Members may become a Fellow by nomination by another Fellow.  The nomination documents must be submitted to the Awards Committee. Fellows shall have the right to vote and hold office while maintaining active membership.  They shall pay dues.
  1. Criteria for Fellowship. 

Major contributions to biomedical aging research as recognized by the Awards Committee including:  1) five years of continuous membership, or three years if also serving on the Board of Directors or as an Officer of AGE (President, Secretary, Treasurer, EC member); 2) a minimum of five first or senior authored primary papers in peer-reviewed journals describing original investigations relevant to biomedical aging and; 3) active engagement in the field of aging.

  1. Nomination documents.

The nomination application consists of: 1) a nomination letter describing the nominee’s qualifications and required criteria and 2) The nominee’s CV.  No self-nominations will be accepted.

  1. Evaluation:
    The Awards Committee will review and approve or disapprove all applications for Fellowship; the Secretary shall certify that proposed fellows meet the continuous membership requirements.  The Committee will actively encourage nominations of individuals who would be suitable candidates for Fellowship; but the Committee may choose to limit the number of new fellows approved in any one year, or the Board of Directors may recommend such a limit. In such a case, the Awards Committee may choose to hold otherwise meritorious nominations for reconsideration in a subsequent year. The Committee will notify the Executive Committee of their actions.  A list of approved new Fellows will be presented to the Executive Committee of the Board prior to the annual meeting, which will vote to approve the new Fellows prior to the Annual Scientific Meeting.
  1. Trainee Members: 

There are two sub-categories in this membership type, both of which include membership in the American Aging Association’s Trainee Chapter:

  1. Pre-baccalaureate trainees are those who are not yet qualified to be scientific members, but who are enrolled in a course of study at an accredited college or university or high school. To become a pre-baccalaureate trainee of the American Aging Association, the individual must be sponsored by a current scientific member of the Association, and pay dues. They shall not have the right to vote or to hold office.
  2. Post-baccalaureate trainees have a college degree (B.A., B.S., or equivalent) and are either: 1) engaged in research with the intention of applying to graduate or medical school; 2) a current graduate student; 3) a current medical student; or 4) a postdoctoral trainee. They shall pay dues, and shall have the right to vote and to hold office.

5. Honorary Members: The board of directors, by a 2/3rds vote, may bestow honorary membership upon an individual who has made extraordinary contributions or who has provided extraordinary support to the American Aging Association. Honorary membership is a lifetime appointment. Honorary members do not have to pay dues and will have all registration fees waived for the annual meetings of the American Aging Association. They have all other privileges of membership including the right to vote, to run for office and to serve on committees.

  1. Voting Members. The members of the classes of membership having voting rights shall be entitled to vote, as set forth in these Bylaws, on the election of Directors and officers, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the corporation, on an amendment to the Articles of Incorporation, except as otherwise specified in the Nebraska Nonprofit Corporations Law; and on the amendment or repeal of these Bylaws, except as otherwise specified in the Nebraska Nonprofit Corporations Law. In addition, members shall have all rights afforded members under the Nebraska Nonprofit Corporation Law.

Section 4.02. Dues, fees, and assessments 

Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments in amounts to be fixed from time to time by the Board. The dues, fees, and assessments shall be equal for all members of each class, but the Board may, in its discretion, set different dues, fees, and assessments for each class.

Section 4.03. Good Standing 

Those members who have paid the required dues, fees, and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing.

Section 4.04. Termination and Suspension of Membership 

  1. Causes of Termination. A membership shall terminate on occurrence of any of the following events:
  1. Resignation of the member, on reasonable notice to the corporation;
  2. Failure of the member to pay dues, fees, or assessments as set by the Board after they become due and payable;
  3. Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications;
  4. Expulsion or suspension of the member pursuant to Sections 4.04(3) of these Bylaws; or
  5. Conviction of a felony or any professional misconduct.

  1. Suspension of Membership. A member may be suspended, under Section 4.04 of these Bylaws, based on the good faith determination by the Board, or of a committee of three or more persons authorized by the Board to make such a determination, that the member has engaged in conduct seriously prejudicial to the purposes and interests of the corporation. This includes the use of the name of the Association to mislead the public and/or for financial gain. A person whose membership is suspended shall not be a member during the period of suspension.

  1. Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a member, the procedure set forth below shall be followed:

  1. The member shall be given fifteen (15) days prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice; email notification shall suffice. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the records of the corporation; any notice given by email shall be sent to the member’s last known email address.

  1. The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. If the member takes the opportunity to be heard the hearing shall be held, or the written statement considered, by Board members or by an appointed committee who will then report to the full Board.

  1. A vote of two-thirds (2/3) of the Board will be required to decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the Board, or committee, shall be final.

  1. Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination, and be directed to the Board.

Section 4.05. Meetings of Members 

  1. Place of Meeting. Meetings of the members shall be held at any place within or outside Nebraska designated by the Board. In the absence of any such designation, member's meetings shall be held at the principal office of the corporation.

  1. Annual Business Meeting. An annual business meeting of members shall be held during the Annual Scientific Meeting. At this meeting any proper business may be transacted. There will be no reimbursement for members, including those of the Board, attending this meeting.

  1. Special Meetings. A special meeting of the members may be called for any lawful purpose by a majority vote of the Board, by the President, Chairman of the Board, or by twenty percent (20%) or more of the members. A special meeting called by any person(s) (other than the Board) entitled to call a meeting, shall be called by written request specifying the general nature of the business proposed to be transacted, and submitted to the Chairman of the Board, or the President. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, stating that a meeting will be held at a special time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty days after receipt of the request. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

  1. Agenda Items for the Annual Business Meeting and for Special Meetings. The Chairperson of the Board, the President, the Executive Committee, and the Board of Directors (by vote if necessary) will decide on the prescheduled agenda items to be discussed at each meeting. A member may submit an item, for prenotification to other members that this item will be discussed and acted on at the next meeting, provided: a) the item is submitted to an officer at least 30 days prior to the meeting and, b) at least 10% of the membership co-sponsors the request to place the item on the agenda.

  1. Annual Scientific Meeting. A scientific meeting will be held on an annual basis. The location and time of the meeting will be determined by the Board of Directors. The Program Committee, Section 6.01(3)(7), is responsible for organization of the meeting. The Board of Directors may authorize and/or co-sponsor meetings with other groups or organizations.

  1. Notice Requirements for Members' Meetings.

  1. Quorum.
  1. Annual Meeting. If the Annual Business Meeting is held during the Annual Scientific Meeting, the members in attendance during the Annual Business Meeting shall always constitute quorum if one half (1/2) of those members of the Board of Directors who are attending the Annual Scientific Meeting are in attendance.
  2. Number Required. One third (1/3) of the voting members, present in person, by teleconference, or videoconference shall constitute a quorum for the transaction of business at any meeting. If a quorum is not present the meeting and discussion will take place but all votes will be by mail or e-mail.
  3. Loss of Quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjourned, even if enough members have withdrawn to leave less than a quorum.

  1. Adjournment and Notice of Adjourned Meetings. Whether or not a quorum is present, meetings may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than forty-five (45) days. A notice of the adjourned meeting shall be sent by electronic means to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meetings the corporation may transact any business that might have been transacted at the original meeting.

  1. Voting.
  1. Eligibility to Vote. Subject to the provisions of the Nebraska Nonprofit Corporation Law, the only persons entitled to vote at any meeting of members shall be voting members who are in good standing as of the record date determined pursuant to section 4.07 of these Bylaws.

  1. Manner of Casting Votes. Voting may be by voice, by the counting of raised hands, by ballot, or by mail (physical or electronic).

  1. Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Cumulative voting shall not be permitted.

  1. Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members.

Section 4.06. Action Without a Meeting 

  1. Action by Unanimous Written Consent. Any action required to be taken by the members may be taken without a meeting, if all members consent to the action.

  1. Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by written or electronic ballot otherwise complying with these bylaws.
  1. Solicitation of Written Ballots. The corporation shall distribute one ballot to each member entitled to vote on the matter. Such ballots shall be mailed or emailed, or distributed by electronic system. All solicitations of votes by ballot shall (1) specify the time by which the ballot must be received in order to be counted and (2) with respect to ballots for election of Directors and officers, state the name of each nominee along with a brief biography and a recent photograph. Each ballot so distributed shall (1) set forth the proposed action; (2) provide the members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time within which to return the ballot to the corporation, specifying the means and address to which the ballot is to be sent. In any election of Directors and officers, a written which is marked by a member "withhold" or is otherwise marked in a manner indicating that authority to vote is withheld, shall not be counted.
  2. Number of Votes and Approvals Required. Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including those ballots that are marked "withhold" or otherwise indicate that authority to vote is withheld) and received within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting. If less than one-third (1/3) of the voting members reply, a second mailing will be sent. If, after the second mailing, less than one-third (1/3) of the voting members have still not responded, matter(s) under consideration will be determined by a simple majority of the Board of Directors. The bylaws may also be amended without prior submission to the general membership by a unanimous vote of the Board of Directors.
  3. Revocation. A written ballot may not be revoked.
  4. Filing. All written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for at least two (2) years.

Section 4.07. Record Date for Notice, Voting, Written Ballots, and Other Actions 

  1. Record Date Determined by Board. For purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a "record date," which shall not be more than fifty (50) nor fewer than ten (10) days before the date of any such meeting, nor more than fifty (50) days before any such action without a meeting. Only members of record on the date so fixed are entitled to notice, a vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record day, except as otherwise provided in the Articles of Incorporation, by agreement, or in the Nebraska Nonprofit Corporation Law.
  2. Record Date Not Determined by Board.
  1. Record Date For Notice Or Voting. If not otherwise fixed by the Board, the record date for determining members entitled to receive notice of, or to vote at, a meeting of members shall be the business day preceding the day on which notice is given or, if notice is waived, the business day preceding the day on which the meeting is held.
  2. Record Date For Action By Written or Electronic Ballot. If not otherwise fixed by the Board, the record date for determining those members entitled to vote by written or electronic ballot shall be the day on which the first ballot is mailed or solicited.
  3. Record Date For Written Consent to Action Without Meeting. Unless fixed by the Board, the record date for determining those members entitled to vote by written consent on corporate action without a meeting, when no prior action by the Board has been taken, shall be the date on which the first request for written consent is sought from the members. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.
  4. Record Date For Other Actions. If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be on the date on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of that action, whichever is later.
  1. Definition of "Members of Record". For purposes of this Section 4.07, a person holding a voting membership at the close of business on the record date shall be a member of record.

Section 4.08. Proxies 

Proxy voting is not permitted.

Section 4.09. Election of Directors at Large and Officers 

  1. Nominations of Committee. The Nominating Committee shall make its report at least four months before the Annual Meeting, or at such other time as the Board of Directors may set, and the Secretary shall forward to each member, with the notice of meeting required by these Bylaws, a list of all candidates (along with a recent photograph and a summary of the qualifications of each candidate) nominated by committee under this Section.
  2. Nominations by Members. Fifty or more members may nominate candidates for Directors and officers by a petition, signed by those members within eleven (11) months preceding the next time Directors and officers are to be elected, and deliver        
  3. Solicitation of Votes. The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications and the reasons for the nominee's candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

Section 4.10 Records 

  1. The Secretary shall keep or cause to be kept, at the principal office of the corporation or at a place determined by resolution of the Board, a record of the members of the corporation showing each member's name, address, telephone number, class of membership, year joined AGE, year in which dues were last paid, and attendance record at Annual Meetings of AGE.
  2. Member's Inspection Rights.
  1. Membership Records. Subject to the Nebraska Nonprofit Corporations Act and unless the corporation provides a reasonable alternative as provided below, any member may do either or both the following for a purpose reasonably related to the member's interest:

  1. Inspect and copy the records of member's names, addresses, and voting rights during usual business hours on five (5) days prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested; or

  1. Obtain from the Secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Directors and officers as of the most recent record date for which that list has been compiled, or as of a date specified by the member, after the date of demand. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the latter of ten (10) days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list, is to be compiled.

The corporation may, within ten (10) business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.

If the corporation believes that the information requested will be used for a purpose other than one reasonably related to a person's interest as a member, or if the corporation provides a reasonable alternative under this Section, it may deny the member access to the membership list.

Any inspection and copying under this section may be made in person or by the member's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation.

  1. Accounting Records and Minutes. On written demand presented to the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member's interest as a member. Any such inspection and copying may be made in person or by the member's agent or attorney. Any right of inspection extends to the records of any subsidiary of the corporation.
  2. Maintenance and Inspection of Articles and Bylaws. The corporation shall keep at its principal office, or if its principal office is not in Nebraska, at its principal business office in this state, the original or a copy of its Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by members at all reasonable times during office hours. If the principal office of the corporation is outside Nebraska and the corporation has no principal business office in this state, the Secretary shall, on the written request of any member, furnish to a member a copy of the Articles of Incorporation and Bylaws, as amended to date.

ARTICLE V DIRECTORS 

Section 5.01. Powers 

  1. General Corporate Powers. Subject to the provisions and limitations of the Nebraska Nonprofit Corporation Act and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. They shall not have the power to a) remove a Director-at-large or an officer, except those appointed by the Board under Article VII, Section 7.04, or b) to wind up and dissolve the corporation; these items are subject only to a vote of the membership.
  2. Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to:
  1. Appoint and remove, at the pleasure of the Board, all agents and employees of the corporation; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and may require from them security for faithful performance of their duties.
  2. Change the principal office or the principal business office in the State of Nebraska from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of Nebraska; and designate any place within or outside the State of Nebraska for the holding of any meeting, including annual meetings.
  3. Adopt and use a corporate seal and alter the form thereof.
  4. Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.

Section 5.02. Number and Election of Directors and Restrictions on Directors 

  1. Authorized Number. The authorized number of Directors with voting privileges shall be thirty (30). Directors need not be residents of the state of Nebraska.
  2. Board of Directors. The Board shall consist of

1. The (10) elected officers, all of whom shall have voting privileges:

  1. (1) Chairperson,
  2. (1) President,
  3. (1) President-Elect,
  4. (1) Secretary,
  5. (1) Treasurer,
  6. (1) the Immediate (most recent) Past-President
  7. (4) and the previous four Past-Presidents

2. Eighteen (18) Directors at Large elected by the general membership; they shall have voting privileges. Their term of office shall be four years. If a Director at Large is elected as Chairperson, President, President-Elect, Secretary, or Treasurer, this term will be tolled (paused) for the duration of their term as an elected officer, and they shall complete their term as Director at Large following the end of their term as an elected officer.

3. Two (2) Directors, elected by the general membership, will represent the trainees; they shall have voting privileges. Their term of office shall be two years. A nomination for each position will be made by the Trainee Chapter, and an up-or-down vote will be taken for each candidate by the general membership. These two positions are reserved and may not be taken by more senior members unless no eligible candidates are available; in such case, their absence shall be treated as a vacancy (see section 5.04). 

4. The Editor of Geroscience and the Executive Director will be ad hoc non-voting members of the Board of Directors; other ad hoc non-voting members may be appointed by the Chairperson.

  1. Compensation. The Directors shall serve without compensation.
  2. Past Presidents. Upon completion of the term of Past-President, the Past-President shall become a member of the Board of Directors for a four-year term.
  3. Newly elected officers and Directors. They will be invited to attend the meeting of the Board of Directors, the year they are elected, as non-voting participants.
  4. Election of Directors at Large and Officers. Directors at Large and officers shall be elected by mail, email, or electronic ballot, except those appointed by the Board to fill vacancies in accordance with Section 5.04. Terms of office will begin immediately following the next Annual Business Meeting following the election unless otherwise specified.
  5. Restrictions on Directors and Officers. Not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is (1) any person being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of such persons. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation. A member of the Board of Directors may not participate in any vote on any proposed transaction with another organization or entity of which such individual is also an employee, principal or director.

Section 5.03. Term of Office of Directors Elected from Membership as a Whole 

This section has been removed; terms of office are discussed elsewhere.

Section 5.04. Vacancies 

  1. Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following:
  1. The death, removal, suspension or resignation of any Director.
  2. The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Nebraska Nonprofit Corporation Law or whose membership is terminated or suspended as indicated in Section 4.04.
  3. A director or officer who misses three annual scientific meetings may be removed by the Chair, subject to confirmation by a vote of the Board of Directors.
  4. A director or officer who has failed to pay dues for more than 6 months may be removed by the Chair, subject to confirmation by a vote of the Board of Directors.
  1. Resignations. Except as provided in this subsection, any Director may resign effective upon giving written notice to the Chairman of the Board, if any, or the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective. Except upon notice to the Attorney General of the State of Nebraska, no Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of affairs.
  2. Filling Vacancies. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum, or by a sole remaining Director.
  3. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director's term of office expires.

Section 5.05. Place of Meetings; Meetings by Telephone. 

Meetings of the Board shall be held at the principal office of the corporation or at such other place as has been designated by the Board. In the absence of any such designation, meetings shall be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

Section 5.06. Annual and Special Meetings 

  1. Annual Meeting. The Board shall hold an annual meeting, which will usually be immediately preceding and/or during each annual meeting of the membership at the place where such annual membership meeting will be held, for the purpose of business. The Board, however, may fix another time for the holding of its annual meeting. Notice of this meeting shall be required. The notice shall give the time and place of the meeting.
  1. Agenda Items. The agenda will be determined by the Chairperson of the Board or by his/her designate. A general member may submit an item, for prenotification to the Board members that this item will be discussed and acted on at the next meeting, provided: a) the item is submitted to an Officer at least 90 days prior to the meeting, and b) there are 50 co-sponsors of the item requesting that it be placed on the agenda.
  1. Special Meetings.
  1. Authority To Call. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, President, or a majority of the Board of Directors.
  2. Notice.
  1. Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:
  1. by personal delivery of written notice;
  2. by electronic mail,
  3. by first-class mail, postage prepaid;
  4. by telephone, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the Director; or
  5. by telegram, charges prepaid.

All such notices shall be given or sent to the address or email address of the Officers and Directors at Large or by telephone number as shown on the records of the corporation.

  1. Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails at least seven (7) days before the time set for the meeting. Notices given by email, personal delivery, telephone, or telegraph shall be emailed, delivered, telephoned, or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting.

  1. Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It shall specify the purpose of the meeting. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

Section 5.07. Quorum 

A majority of the authorized number of Directors (30) shall constitute a quorum for the transaction of business, except to adjourn as provided in section 5.09. Subject to the more stringent provisions of the Nebraska Nonprofit Corporation Act, including, without limitation, those provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (ii) approval of certain transactions between corporations having common directorship, (iii) creation of an appointment of committees of the Board and (iv) indemnification of Directors, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 5.08. Waiver of Notice 

Notice of a meeting need not be given any Director who signs a waiver of notice or written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its commencement the lack of notice to such Director.

Section 5.09. Adjournment 

A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 5.10. Notice of Adjourned Meeting 

Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 5.11. Action Without Meeting 

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. For the purposes of this Section 5.11 only, "all members of the Board" shall not include Directors who have a material financial interest in a transaction to which the corporation is a party.

ARTICLE VI - COMMITTEES, COUNCILS, AND CHAPTERS

Section 6.01. Committees, Councils and Chapters of the Board 

  1. Formation and limitations of Committee and Councils. The Board, by resolution adopted by a majority of the Directors then in office, may create one or more committees or councils. Initial appointments to committees or councils of the Board shall be by the Chair with the consent of the Executive Committee. The Chair may appoint one or more Directors as alternate members of any such committee who may replace an absent member at any meeting. Any such committee, to the extent provided in the resolution of the Board, shall have all of the authority of the Board, except that no committee, regardless of Board resolution, may:
  1. fill vacancies on the Board or in any committee which has the authority of the Board;
  2. establish or fix compensation of the Directors for serving on the board or on any committee;
  3. amend or repeal Bylaws or adopt new Bylaws;
  4. amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
  5. appoint any other committees of the Board or the members of these committees;
  6. approve any contract or transaction to which the corporation is a party and in which one or more of its Directors has a material financial interest, except as such approval is provided for in the Nebraska Corporations Code.
  1. Executive Committee.
  1. Membership. The committee will be composed of 11 voting persons:

a.        (1) Chairperson,

b.        (1) President,

c.        (1) President-Elect,

d.        (1) Secretary,

e.        (1) Treasurer,

f.        (1) the Immediate Past-President

g.        (4) the previous last four Past-Presidents

h.         (1) one member (the Member-at-Large) elected by the Board of Directors from the twenty (20) Directors elected from the membership as a whole.

The Chairperson of the Board, or in his absence the Vice-Chair, or a designate chosen by the Executive Committee, will serve as Chairperson. Non-voting members of the Executive Committee will include the Editor-in-Chief of the society journal, the Executive Director, and any assistants to the Chair, Treasurer, and Secretary. The Trainee Directors (AGE Trainee Chapter Chair and the Senior Trainee Advocate) shall participate in the Executive Committee as non-voting members.

  1. Function. The committee will hold regularly scheduled monthly real-time discussions to conduct the affairs of the Corporation in the intervals between regular annual meetings of the Corporation. The constraints on their activities are the same as those on the Board.
  2. Quorum. A majority of the authorized number of members shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held, in a telephone conference, or by written ballot involving a quorum shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
  1. Standing Committees.

Note: The chairperson, or designated alternate, of each of the standing Committees shall present a formal report of its activities to the members of the association at the annual meeting.

  1. Awards Committee. At least four months prior to the Annual Meeting of the Corporation the Committee will submit to the Chairman of the Board a list of nominees for the Research Award and the Distinguished Achievement Award. If the Committee has no nominees to suggest for a given Award they should so state. The final selection of each award will be made by a majority vote of the Board. 

Note: The President – not the Awards Committee – shall also award the Walter Nicolai Award, the Paul Glenn Award, and other trainee awards (e.g. best poster award and travel awards) as appropriate during the annual meeting. Awardees will be selected following judging of abstracts before the meeting and/or oral or poster presentations at the Annual Meeting. A list of these awardees will be provided to the Executive Committee at the first scheduled meeting following the Annual Meeting. The Chair of the Awards Committee will remind the President of the responsibility to make the necessary arrangements for judging and selection of awardees prior to the Annual Scientific Meeting.

 

  1. By-laws. Six months prior to the Annual Meeting of the Corporation the Committee will submit any suggested changes in the By-Laws to the Board along with pro- and con-positions. This information will be mailed or emailed to the membership stating that it will be discussed at the next annual meeting. Within three months after the meeting a written summary of the pro- and con-positions will be distributed by mail or emailed to the membership for a vote. If there is no one to write a con-position it shall be so stated. The recommendations of the Board of Directors will be included in the ballot.
  2. Fellowship Committee. The Committee will review and approve or disapprove during the first week of each month all applications for Fellowship. The Committee will actively encourage the nomination of individuals who would be suitable candidates for Fellowship. The Committee will notify the Executive Director of their actions during the first week of each month. A list of approved proposed new Fellows will be mailed or emailed to the Fellows two months prior to the annual meeting for comment. Fellowship applications will be voted on at the annual meeting of the Board.
  3. Finance. The members of this Committee will provide help and advice to the Board on securing funds for the Association and investing such funds. The Finance Committee will be chaired by the Treasurer; additional members may be appointed by the Chair of the Executive Committee or the Treasurer. The Executive Director is a de facto member. They shall submit an annual budget for the organization to the Board two months or more before the Annual Meeting of the American Aging Association.
  4. Membership Committee. They shall actively recruit lay and scientific members by promotion of the American Aging Association during meetings of other scientific societies, by mailing and/or emailing of promotional materials, and by any other suitable measure of bringing to the attention of both lay and scientific individuals the activities and goals of the American Aging Association.
  5. Nomination. The President serves as chairperson. Five months prior to the Annual Meeting the Committee will submit to the Board a list of nominees, along with a recent photograph and a summary of the qualifications of each individual, for each position subject to election.
  6. Program Committee. The President shall serve as Chair of the Program Committee, and with the consent of the Executive Committee will appoint four other members. The Committee shall submit to the Board for approval, five months prior to the Annual Meeting, the titles of the symposia and lists of speakers with their titles, affiliations, addresses, telephone numbers, and agreed expenses. No later than three months prior to the meeting, the final program must be submitted, now containing the titles of the submitted papers with the author's names, addresses and telephone numbers. The Committee must strive each year to put together the best possible program on the "cutting edge" of basic biomedical aging research.
  7. Publication. The Editor-in-Chief of Geroscience, the Journal of the American Aging Association, and the editors of any future regular publications of the Association shall serve as advisory members. This Committee shall serve to increase the circulation and quality of the Association's publications. Their efforts shall include development of suitable promotional brochures and, with the approval of the Board, distribution to appropriate individuals, groups, and institutions. The Committee is responsible for ensuring that regular publications "pay their way", any profits from the publications will be deposited to the administration and general operation fund.

Editor-in-Chief of Geroscience. The Editor-in-Chief will be appointed by the Committee, with approval of the Board, to a five year term. The term may be renewed. He is in charge of all scientific and editorial content of the journal, GeroScience. Advertising material may be solicited that is appropriate and deemed in good taste at the discretion of the Editor-in-Chief. The Committee will work closely with the Editor-in-chief of GeroScience to, 1) determine the annual subscription rate, subject to approval by the Board of Directors, at least three months prior to the Annual Meeting, 2) oversee the annual budget for GeroScience, and 3) consider any significant changes in the journal, such as frequency of publication, format, advertising policy, etc. The Editor-in-Chief may appoint Associate and Assistant Editors as he sees fit. The Editor-in-Chief will ensure the regular publication of the journal.

  1. Councils and Chapters.
  1. Councils and Chapters will assist the Board of Directors to implement the Association's objectives within areas of major importance to biomedical aging research or the Association’s mission.
  1. Chairperson. The mechanisms by which a Chairperson will be selected will differ among Councils and Chapters, but must be approved by the Board of Directors. Possible mechanisms include, but are not limited to, appointment by the Directors or intra-council/intra-chapter vote. The chairperson shall represent the council at deliberations of the Board of Directors related to the activities of the Council, but unless he or she is a Director, will serve in an ad-hoc capacity and may not vote.
  2. Membership. The membership of the Councils or Chapters shall be composed of Association members in good standing who indicate an intent to be active in the affairs of the Council or Chapter, and who meet the criteria of the individual Council or Chapter (e.g., “trainee” status to belong to the Trainee Chapter).
  3. Reports. Each Council or Chapter shall present a formal report of its activities to the members of the Association at the annual meeting. Each Council is authorized to elect such officers and conduct such business as is consistent with its charges from the Directors and the objectives of the Association.
  4. Bylaws.  Councils and chapters will not establish separate bylaws and will be subject to the bylaws of the Association.  
  1.  Standing Councils or Chapters
  1. Trainee Chapter. AGE shall have a Trainee Chapter, which shall nominate two of its members for election to the AGE Board of Directors. This chapter will be semi-autonomous; the Association wishes to encourage trainee members to gain the skills they will need to transition from “trainees” to a future in which they are more experienced and have taken charge of the entire Association. Thus, they may decide the needs of the chapter based on its size in terms of officers (e.g., vice-chairs, treasurer, secretary), and the mechanisms by which consensus is reached (face-to-face discussion, electronic voting, etc.).  
  1. Leadership:
  1. One (1) of the nominees for the AGE Board of Directors shall be the Chair of the Trainee Chapter. The Chair of the Trainee Chapter shall be elected as decided by the bylaws of the Chapter. If appointment of the Chair of the Trainee Chapter to the AGE Board of Directors is not confirmed by vote of the general membership, a new election for the Chair of the Trainee Chapter shall be held.

b.         One (1) of the nominees for the AGE Board of Directors shall be the Senior Trainee Advocate and will chair the Trainee Advocate Committee as defined below. If appointment of the Senior Advocate to the AGE Board of Directors is not confirmed by vote of the general membership, a new election for the position of Senior Advocate will be held as defined by the bylaws of the Trainee Chapter.

c.   Other leadership positions may be defined by the Trainee Chapter.

  1. Committees:
  1. Trainee Advocate Committee: This committee has the responsibility to advocate for the interests of trainees within the Board and Executive Committee, and to work to propose, develop, and maintain training programs, and other activities in the interests of trainees, as part of the annual meeting as well as the ongoing activities of the Association. The Senior Trainee Advocate and the Chair of the Trainee Chapter will serve as chair and co-chair, respectively, but any scientific member may join the committee if desired and approved by a simple majority of the existing committee members. Members of this committee – who shall be termed Trainee Advocates – who are no longer themselves trainees are expected to serve as mentors.

The Senior Trainee Advocate’s major tasks will be (A) to work with other trainees and with the other Trainee Advocates to plan and organize activities which will promote career development in age-related fields, and (B) to serve as a liaison between the Trainee Chapter and the Board of Directors, although the Trainee Advocate Committee will assist and advise as requested or needed. Activities which require funding, time at meetings, or which affect the Association’s reputation must be approved by the AGE Executive Committee or, at the discretion of the AGE Executive Committee, the full AGE Board of Directors. The AGE Executive Committee and/or Board may vote to provide the chapter an annual budget to be spent at the discretion of the AGE Trainee Chapter.

  1. The Trainee Chapter may establish other committees.
  1. Bylaws:
  1. The Trainee Chapter shall propose Operating Guidelines that govern its procedures and operation, including the times and method of elections. These Operating Guidelines shall be submitted by the Chair of the Trainee Chapter for approval by the AGE Executive Committee.  

Section 6.02. Meetings and Actions of the Committees and Councils. 

Meetings and action of committees and councils of the Board shall be governed by, held and taken in accordance with the provisions of Article V of these Bylaws, concerning meetings and other action of the Board, except that the time for regular meetings of such committees and the calling of special meetings thereof may be determined either by resolution of the Board or, if there is no Board resolution, by resolution of the committee or council of the Board. Minutes shall be kept of each meeting of any committee or council of the Board and shall be filed with the corporate records. The Board may adopt rules for the government of any committee or council not inconsistent with the provisions of these Bylaws or in the absence of rules adopted by the Board, the committee or council may adopt such rules.

ARTICLE VII - OFFICERS 

Section 7.01. Officers 

The officers of the corporation must retain membership in good standing throughout their term. They shall include a Chairperson of the Board, a President, a Secretary, President-Elect, and a Treasurer. The President and President-Elect must be Fellows. The corporation may also have, at the Board's discretion one or more Vice-Chairs, one or more assistant Secretaries, one or more assistant Treasurers, and such other officers as may be appointed in accordance with Section 7.04 of these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as either the President or the Chairman of the Board. The President and President-Elect must be scientific members.

Section 7.02. Election of Officers. 

The officers of the corporation shall be elected in accordance with Section 4.09.

Section 7.03. Terms of Office. 

  1. The President-Elect-Elect is elected for a three year term by the general membership. The President-Elect-Elect must be a scientific member and a member of the Board of Directors. Following the annual business meeting subsequent to their election, the President-Elect-Elect shall become the President-Elect; and the following year, they shall become the President.  A vacancy in the office of President-Elect or President will be filled by the President-Elect-Elect or the President-Elect, respectively. If all three offices are vacant, these positions may be filled by a vote of the Board of Directors or, at their discretion, a vote of the general membership. The President may not succeed him- or herself.  
  2. The Chair is elected for a three year-term by the Executive Committee from the Board. In the third year of service of the current Chair of the Board, the Executive Committee will elect the next Chair from the Board who will attend meetings of the Executive Committee in a non-voting capacity.
  3. The Secretary is elected by the general membership for a four-year term. In the event of a vacancy, this position may be filled by a vote of the Board of Directors or, at their discretion, a vote of the general membership.
  4. The Treasurer is elected by vote of the Board for a four-year term and may be re-elected to a successive term.

Section 7.04. Other Officers 

The Board may appoint and may authorize the Chairman of the Board or the President or another officer to appoint any other officers that the corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board.

  1. Executive Director. An Executive Director may be appointed by the Board to provide administrative support for the Board of Directors and their committees and councils. He or she is responsible for submitting an annual operating budget to the Finance Committee as well as requests for special activities. The Executive Director's appointment, salary and budget are determined by the Board of Directors at the annual meeting and modified as appropriate by the Board of Directors or its Executive Committee when necessary in the interim. The Executive Director shall be appointed for a renewable five year term. The performance of the Executive Director shall be reviewed every year by the Board of Directors and is subject to dismissal for dereliction of duty at any time.

Section 7.05. Removal of Officers 

Subject to the rights, if any, of an officer under any contract of employment, any officer appointed under 7.04 may be removed, with or without cause, by the Board of Directors, or by an officer on whom such power of removal may be conferred by the Board of Directors.

Section 7.06. Resignation of Officers 

Any officer may resign upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 7.07. Vacancies in Office 

A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for appointment to that office.

Section 7.08. Responsibilities of Officers 

  1. Chief Executive Officer. Subject to the control and supervision of the Board, the Chairperson of the Board shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the corporation. The Chairperson of the Board shall preside at all meetings of the Board; in his absence the Vice-Chair (if any) or the most senior Past-President will preside. All other officers answer to him.
  2. President. The President serves as the chief day-to-day operating officer.
  3. President-Elect. In the absence or disability of the President, the President-Elect shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The President-Elect shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Executive Committee, Board or the Bylaws.
  4. Secretary.
  1. Book of Minutes. The Secretary shall keep or cause to be kept, at the principal office or such office as the Board may direct, or in electronic format on a shared drive, the minutes of all actions of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the principal office (Section 2.01) or in electronic format on a shared drive, a copy of the Articles of Incorporation and Bylaws, as amended to date. The Secretary shall also maintain a complete and accurate record of the membership of the corporation, as well as a record of the proceedings of all meetings of the membership.
  2. Notices, Seal and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
  1. Treasurer.
  1. Books of Account. The Treasurer of the corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Officer or Director at Large at all reasonable times.
  2. The finances of the Association shall be divided into:
  1. Administration and general operation of the Association.
  2. Publications.
  3. The Annual Meeting.
  4. The Research Fund.
  5. Other specialized Trusts, Awards, or funds for other purposes.
  1. Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions and of the financial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws. The Board of Directors can transfer funds only from Categories (a), (b) and (c) of (ii) above, into another category. The Board shall be responsible for ensuring that the funds in Category (a) are used only for the prudent support of the daily activities of the Association. Funds in Category (a) above those needed for the day-to-day activities of the Association shall be suitably invested by the Treasurer at the direction of the Finance Committee.

The Editor-in-Chief of GeroScience may, with approval of the Board, handle the day-to-day finances of the Journal.

The Research Fund will be invested and held in trust by the Officers and Board of Directors; the interest on the fund will be available for the direct support of basic and clinical research designed to understand the basic mechanism(s) of the aging process and on means of intervening in the process(es) with the express long term goal of extending the healthy functional human life span. This restriction shall not be construed to prohibit expenditures for in vitro research and research on non-human species, so long as the long term goal of this research is to discover information which may eventually be useful for increasing the healthy, functional, human life span. At each Annual Meeting the Treasurer will report to the Board how much interest is available for disbursement. This figure will be calculated by determining the amount of interest made, less any adjustment for inflation so that the buying power of the principal remains level or increases. The Board will then vote to release all or part of the available interest to be awarded as research grants at the following meeting, one year hence. Solicitations by the Research Committee for applications for this available money will be authorized by the Board.

  1. Bond. If required by the Board, the Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Treasurer.

ARTICLE VIII - INDEMNIFICATION AND INSURANCE 

Section 8.01. Indemnification 

  1. Right of Indemnity. To the full extent permitted by law, this corporation shall indemnify its Directors, officers, employees and other persons described in the appropriate Section of the Nebraska Nonprofit Corporation Act, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any "proceeding", as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. "Expenses", as used in this Bylaw, shall have the same meaning as in the above Section of the Nebraska Corporation Code.
  2. Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under the Nebraska Nonprofit Corporation Act, the Board shall promptly determine whether the applicable standard of conduct has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard to conduct has been met.
  3. Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefor.

Section 8.02. Insurance 

The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer's, Director's, employee's or agent's status as such. Liability insurance for the annual meeting shall be written into the Meeting Contract, and if not possible, outside insurance shall be obtained.

ARTICLE IX - RECORDS AND REPORTS 

Section 9.01. Maintenance of Corporate Records 

The corporation shall keep:

  1. Adequate and correct account; books and records of account;
  2. Minutes in written form of the proceedings of the Board and committees of the Board.
  3. A record of its members, giving their names and addresses and the class of membership held.

A copy of (1), (2) and (3) will be kept by the Executive Director and a second copy in a different location by either the Secretary or Treasurer.

Section 9.02. Inspection By Directors 

Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

Section 9.03. Annual Statement of Certain Transactions and Indemnifications 

The corporation shall prepare annually and furnish to each director a statement of any transaction or indemnification of the following kind within one hundred twenty (120) days after the close of the fiscal year of the corporation:

  1. Any joint transaction to which the corporation, its parent or its subsidiary was a party, and in which any Director or officer of the corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest) had a direct or indirect material financial interest, if such transaction involved over fifty thousand dollars ($50,000), or was one of a number of transactions with the same person involving, in the aggregate, over fifty thousand ($50,000).
  2. Any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or Director of the corporation pursuant to Section 8.01 hereof.

The statement shall include a brief description of the transaction, the names of the Director(s) or officer(s) involved, their relationship to the corporation, the nature of such person's interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

Section 9.04. Fiscal year. 

The fiscal year of the corporation ends August 31st.

ARTICLE X - ANNUAL REPORT 

This section has been removed.

ARTICLE XI - CONSTRUCTION AND DEFINITIONS 

Unless the context otherwise requires, the general provisions, rules of construction and definitions in the Nebraska Nonprofit Corporation Act shall govern the construction of these Bylaws. Without limiting and generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person" includes both a legal entity and a natural person.

ARTICLE XII - AMENDMENTS 

Section 12.01. Adoption or Amendment by Members 

New Bylaws may be adopted or these Bylaws may be amended or repealed on approval by a mail or electronic (e.g. email) vote of more than three-fourth (3/4) of two-thirds (2/3) of the voting members of the corporation.

Section 12.02. Amendment by Board of Directors 

Subject to the right of members under Section 11.01 hereinabove, Bylaws other than a Bylaw fixing or changing the authorized number of Directors, or the minimum and maximum number of Directors, or a Bylaw materially and adversely affecting the rights of members as to voting or transfer, may be adopted, amended, or repealed by a three fourths (3/4) approval vote of the Board of Directors if a two-third (2/3) response of the voting members of the corporation is not attained. The Bylaws may be amended by a unanimous vote of the Board without submitting the change(s) to the general membership.

Section 12.03. Maintenance of Records 

The Secretary of the corporation shall see that two copies of a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the corporation and that one copy is maintained with the official records of the corporation at the principal office of the corporation and another at a different location.

ARTICLE XIII - RULES OF ORDER 

Roberts Rules of Order will be followed unless otherwise specified in these Bylaws.