ARTICLE I: OFFICES
ARTICLE II: MEMBERSHIP
ARTICLE III: DUES

ARTICLE IV: COUNCILLORS
ARTICLE V: COMPENSATION OF COUNCILLORS
ARTICLE VI: OFFICERS
ARTICLE VII: ANNUAL BUSINESS MEETING
ARTICLE VIII: ELECTIONS
ARTICLE IX: COUNCIL MEETINGS
ARTICLE X: COMMITTEES
ARTICLE XI: NOTICES
ARTICLE XII: EXECUTIVE DIRECTOR
ARTICLE XIII: CHECKS
ARTICLE XIV: FISCAL YEAR
ARTICLE XV: SEAL
ARTICLE XVI: ALTERATION, AMENDMENT OR REPEAL OF BYLAWS

ARTICLE XVII: RECORDS

ARTICLE I:  OFFICES

The corporation may have offices at such places as the Board of Directors (hereinafter "Council") may from time to time determine or the business of the corporation may require.

ARTICLE II:  MEMBERSHIP

1.   The classes of membership shall be Active, Trainee, Emeritus, and Corporate Associate.

2.   Any qualified person engaged in the study of complement and who supports the mission of International Complement Society ("ICS") can become an active member of ICS.  Applications shall be on an official ICS application form furnished by the Treasurer or Executive Director, or obtained from the web page (www.complement.org).

3.   Individuals engaged in training may be considered for trainee membership for a period not exceeding eight years.  Such members have no vote.  The rules for eligibility, the benefits to which such members shall be entitled, and the fees which such members shall be obligated to pay shall be approved by the membership at the annual business meeting.

4.   Corporations and other groups that have an interest in promoting the aims of ICS may be invited by the President, with approval of Council, to become a corporate associate member without voting rights.

5.   A member may resign from membership by submitting a letter to the President or Secretary.

6.   Membership shall automatically be forfeited for failure to pay dues for three years.

7.   Council may reinstate a member if an acceptable explanation is submitted and all indebtedness to ICS is liquidated.  Payments of such indebtedness may be waived by unanimous vote of Council if circumstances justify such action.

8.   Upon the vote of two-thirds of Council that the best interest of ICS requires expulsion of a member, the President or President-Elect shall notify that member in writing of the charges.  Council shall allow a reasonable time for the presentation of his/her defense before acting.  Upon recommendations of two-thirds of Council, the President or President-Elect shall send a notice of the decision to each active member at least six weeks before the next annual business meeting.  At this meeting, the Secretary shall, on behalf of Council, propose the expulsion; and on a two-thirds vote of the members present, the member shall be expelled, his/her dues for the current year shall be returned, and he/she shall cease to be a member of ICS.

ARTICLE III:  DUES

1.                 Annual dues, upon recommendation of Council, shall be determined by a majority vote at the annual business meeting.  New members are entitled to the privileges of membership only after payment of dues.

2.                 Dues are delinquent on October 1 of each calendar year.  A member who has not paid the current dues by October 1 shall have his/her benefits suspended.  If the member has not resigned or been reinstated within three years, his/her membership will be forfeited.

ARTICLE IV:  COUNCILLORS

1.        The affairs of the corporation shall be managed by the Council.  The Council shall consist of the President, a President-Elect, a Secretary, a Treasurer, the Immediate Past President (a position which will be vacant until the election of 2002) and additional Counsillors.  The terms of office for the President, President-Elect, Secretary and Treasurer as members of Council are the same as their terms as Officers.  Each member of the initial Council listed in the Articles of Incorporation shall serve as a Councilor until July 1 following election of new Officers.  Thereafter, the number of Counsillors to constitute the Council shall be five, unless and until changed by amendment to this bylaw, provided, however, that there shall always be at least three Counsillors.  Additional Counsillors (up to a maximum of 12) which are not officers shall serve a term of six years or until his or her successor shall have been elected and qualified and may serve in any other elected office during or after expiration of this six-year term. Election of Counsillors to replace those whose six-year terms are to expire shall occur every two years.  Nominations for Counsillors may be made by the current Officers or Counsillors or by a petition signed by five members of the ICS.  Efforts to maintain international representation among Counsillors will be made.  Counsillors may be removed, with or without cause, by the vote of at least two-thirds of all the Counsillors at a meeting of the Council called expressly for that purpose.  Any vacancy created by such removal shall be filled for the unexpired term in respect of such vacancy by majority vote of the Counsillors present at such special meeting or, in the absence of such action at such special meeting, by resolution of the Council.

2.        The Council may keep the books of the corporation at the principal business office of the corporation in this state or at such other place as they may from time to time determine and as may be permitted by law.

3.        If the office of a Councilor becomes vacant for any reason, other than by removal of the Councilor in the manner described in paragraph 1 hereof, the remaining Counsillors shall choose a successor or successors which successor(s) shall hold office for the unexpired term in respect of which such vacancy occurred or until the next election of Counsillors.

ARTICLE V:  COMPENSATION OF COUNCILLORS

Counsillors, as such, shall not receive any stated salary for their services, but by resolution of the Council, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Council; provided that nothing herein contained shall be construed to preclude any Councilor from serving the corporation in any other capacity and receiving compensation or reimbursement of expenses therefore.

ARTICLE VI:  OFFICERS

1.   The Officers of ICS shall be a President, a President-Elect, a Secretary, a Treasurer and the Immediate Past President.

2.   The President (a) shall preside at all meetings of Council and the Corporation; (b) shall make all committee appointments that are not otherwise provided for by the Bylaws; (c) shall be an ex-officio member of all committees; (d) shall automatically become the Immediate Past President at the expiration of his term.  The President shall serve for a term of two years or until his/her successor is elected.

3.   The President-Elect shall serve as the President in the event the President is unavailable.  The President-Elect shall serve for a term of two years or until his/her successor is elected.

4.   The President-Elect shall (a) serve as chairperson of the finance committee, and, as such, shall have responsibility for the fiscal integrity of ICS in concert with the President and Treasurer, and shall perform such other duties as the President and Council may assign. 

5.   The Treasurer shall review with the finance committee the annual budgets prior to the beginning of the fiscal year and prepare a summary of the most recent audit and a report of ICS's current financial status which is to be shared with the membership at the annual business meeting.  The Treasurer shall serve a two-year term and may be nominated and elected to serve one additional two-year term.

6.                The Secretary shall keep accurate minutes of all meetings and distribute them to the membership by mail, and give notice of activities of the Society by mail.  The secretary will serve as the Editor of the electronic bulletin "Focus on Complement", will nominate the members of the Editorial Board, will solicit, with the Editorial Board, articles for the bulletin, will edit the bulletin and mail it electronically to all ICS and ECN members. The Secretary shall be responsible for mailing ballots to the membership, and for receiving and tabulating the results of such ballots.  The Secretary-Elect shall take office at the conclusion of the business meeting held in conjunction with the scientific meeting, or, in years when there is a Council meeting, but not business or scientific meetings, at the conclusion of the Council meeting for that year. The Secretary shall serve a two-year term and may be nominated and elected to serve one additional two-year term.

7.                The terms of all officers shall begin on January 1 following election.

ARTICLE VII:  ANNUAL BUSINESS MEETING

1.   The annual business meeting of the Corporation shall be held at such time and place as shall be determined by Council.  Members of ICS shall be notified of the annual meeting on not less than thirty days notice by first class mail, telegram, telephone, facsimile or electronic mail.

2.   The annual business meeting shall be open to all members of ICS.  Twenty-five (25) members shall constitute a quorum for the annual business meeting.

4.        Special meetings of the Membership may be called by a majority vote of Council on not less than ten days' notice to each Member by first class mail, telegram, telephone, facsimile or electronic mail. 

ARTICLE VIII:  ELECTIONS

1.    Nominations for officers may be made by a petition signed by five members of ICS.  The petition shall be accompanied by the qualifying information and agreement to serve form attained from ICS office.  The form shall be completed and signed by the nominee along with a brief resume and a statement of the nominee's qualifications to office.  The petition and accompanying data shall be received by the President or Executive Director four months prior to the International Complement Workshop.  The President or Executive Director shall present the names to Council for final consideration.

2.    Nominees shall be active members of ICS at the time of their nomination and throughout their terms.

3.    The date of the election shall be set by Council and announced at least six months prior to the election. 

4.    At least six weeks before the election deadline, the President or Executive Director shall send to each voting member of ICS, a ballot which includes names of all the nominees approved by Council.  Where there is more than one nominee for an office or committee, the names shall be listed in alphabetical order.  The ballot shall contain space for write-in candidates.  Included with the ballot shall be the qualifications of each Council or Officer nominee.

5.        All ballots must be returned by the date of the election in order to be counted.  Election shall be by plurality.

ARTICLE IX:  COUNCIL MEETINGS

1.   Special meetings of the Council may be called by the President, the Secretary, the Treasurer, or 20 percent of the Counsillors on not less than ten days' notice to each member of the Council, either personally or by first class mail, telegram, telephone, facsimile or electronic mail.

2.   A Councilor's attendance at or participation in a meeting waives any required notice of the meeting unless the Councilor upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the law, the Articles or Bylaws, objects to lack of notice and does not vote for or assent to the objected to action.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Council need be specified in any notice or waiver of notice of such meeting.

3.   At all meetings of the Council, a majority of the Council in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Counsillors present at any meeting at which there is a quorum shall be the act of the Council, unless the action is one upon which, by express provision of the statutes, the Articles of Incorporation, or these Bylaws, a different vote is required, in which case such express provision shall govern and control.  If a quorum shall not be present at any meeting of Council, the Counsillors present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

4.   Members of the Council may participate in a meeting of the Council by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

6.        Action required or permitted by law to be taken at a Council meeting may be taken without a meeting if the action is taken by all members of the Council.  The action shall be evidenced by one or more written consents describing the action taken, signed by each Councilor, and included in the minutes filed with the corporate records reflecting the action taken.  Such action shall be effective when the last Councilor signs the consent, unless the consent specifies a different effective date.

ARTICLE X:  COMMITTEES

1.   The Council, by a resolution adopted by a majority of the Counsillors in office, may designate an Executive Committee, which shall consist of at least two Counsillors of the corporation.  The Executive Committee shall have and exercise the authority of the Council between meetings of the Council.

2.   The Council, by a resolution adopted by a majority of the Counsillors in office, may designate one or more other Board committees, each of which shall consist of at least one Councilor.  Such committees shall, to the extent provided in such resolution, have and exercise the authority of the Council.

3.                  At all meetings of committees, a majority of the members of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee, unless the action is one upon which, by express provision of the statutes, the articles of incorporation, these bylaws, or a resolution of the Council, a different vote is required, in which case such express provision shall govern and control.  Provisions in these bylaws pertaining to meetings of the Council shall also apply to a committee or committees of the Council.

ARTICLE XI:  NOTICES

1.   Whenever, under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Councilor, such notice may be given orally or in writing.  Notice may be communicated in person; by any form of wire or wireless communication such as telephone, telegraph, teletype or electronic mail; by mail or private carrier; or if the preceding forms of personal notice are impracticable, by a newspaper of general circulation in the area where published; or other form of public broadcast communication such as radio, or television.

2.                  Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, and filed with the minutes or corporate records, shall be deemed equivalent thereto.

ARTICLE XII:  EXECUTIVE DIRECTOR AND ADMINISTRATIVE OFFICER

An Executive Director may be designated by the Council.  He or she shall not be an officer of the corporation, and he or she shall exercise such authority and perform such duties as the Board of Directors may from time to time assign to him or her.  The Executive Director may be compensated pursuant to terms set forth by Council.

An Administrative Officer may be designated by the Council.  He or she shall not be an officer of the corporation, and he or she shall exercise such authority and perform such duties as the Board of Directors may from time to time assign to him or her.  The Administrative Officer may be compensated pursuant to terms set forth by Council.

ARTICLE XIII:  CHECKS

All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Council may from time to time designate.

ARTICLE XIV:  FISCAL YEAR

The fiscal year of the corporation shall begin the first day of January in each year.

ARTICLE XV:  SEAL

The corporation shall not have a seal.

ARTICLE XVI:  ALTERATION, AMENDMENT OR REPEAL OF BYLAWS

These bylaws may be altered, amended or repealed at any regular or special meeting of the Directors by the affirmative vote of a majority of all the Counsillors in office.

ARTICLE XVII:  RECORDS

1.   The corporation shall keep as permanent records minutes of all meetings of Council, a record of all actions taken by the Counsillors without a meeting, and a record of all actions taken by committees of the Council.