BYLAWS

CHAPTER I - NAME

The name of this association is the California Blood Bank Society, herein referred to as CBBS.

CHAPTER II - PURPOSE

The specific and primary purposes for which this corporation is formed are to facilitate the recruitment, procurement, processing, distribution, administration and transfusion of human blood, its components and derivatives, and human cells and tissue, and to provide these services in the safest and most effective means to benefit patients in need. This corporation shall maintain a society for the concerted effort of educating individuals involved in transfusion medicine by sharing related experience, data and best practices.

CHAPTER III - CENTRAL OFFICE

The Board of Directors shall establish and maintain a Central Office for CBBS. The location and administration of the Central Office shall be determined by the Board of Directors.
Responsibilities of the Central Office, which may be fulfilled under contract, shall include, but are not limited to:
1. Administer CBBS headquarters.
2. Manage CBBS funds including invoicing of dues, collection and depositing of receipts, disbursement of authorized expenditures, and customary and usual business banking transactions as provided by guidelines established by the Board of Directors.
3. Act as recording secretary for all meetings of the Board of Directors and of the Members.
4. Attend to all correspondence, incoming and outgoing, as directed by the President.
5. Act as custodian for all documents related to the business of CBBS, and manage the CBBS records retention program according to its guidelines.
6. Periodically provide Directors with a CBBS Membership Roster.
7. Handle details relating to the physical planning and organization of the Annual Meeting as directed by the Board of Directors.

CHAPTER IV - MEMBERSHIP

There shall be two categories of membership in CBBS

INSTITUTIONAL
A blood center or transfusion service whose policies are executed with medical direction in accordance with generally accepted standards, and either licensed by the State of California, registered or licensed by the Food and Drug Administration, or accredited by the AABB.

DEFINITIONS:
A blood center is an institution whose primary functions are the collection, processing, and distribution of human blood, which may include human cells and tissue.
A transfusion service is an institution whose primary function is the preparation of human blood and its components for transfusion, which may include cells and tissue

INDIVIDUAL
Any person who is practicing or interested in transfusion medicine.

APPROVAL OF MEMBERSHIP

Any institution or individual desiring membership in CBBS shall make application on a form provided for that purpose.
1. For institutions such completed application shall include the name, mailing address, annual transfusion medicine related activity, its profit status, the name of the chief administrative officer, the name and contact information of the person designated to represent the institution, and the signature of the person certifying the facts presented. It shall further state the type of membership desired.
2. For individuals such completed application shall include the name, mailing address, telephone number, email address, job title, employer, and address of employer.
Granting of Individual or Institutional Membership is subject to making an application and payment of established dues.

VOTING RIGHTS

Each Institutional Member shall designate a Voting Representative who must be associated with that Institution and be an Individual Member of CBBS. The Voting Representative may be designated at the time of the Annual Business Meeting. The designee shall sign the registry at the Business Meeting and shall have one vote in the election of Representatives to the Board of Directors, the election of the President-Elect, the inclusion of amendments to the Bylaws and any other matter brought for decision or approval. Institutional members may assign their annual business meeting voting proxy in writing to a CBBS board member.
Each Individual Member shall sign the Registry at any meeting of the Members; each shall have one vote in the election of Individual Member Representatives to the Board of Directors, the election of the President-Elect, the inclusion of amendments to the Bylaws and any other matter brought for decision or approval.

NON TRANSFERABILITY OF MEMBERSHIP

Neither membership in CBBS, nor any certificate evidencing the same, nor the interest of any member in CBBS or any of the assets thereof, will (a) be subject to execution in the event that the member becomes insolvent or bankrupt; (b) descent to or vest in the heirs, legatees or devices of any member; or (c) be transferable or assignable in any form either by the voluntary or involuntary act of any member, or by operation of the Law. In the event of death, insolvency or bankruptcy of any member of CBBS or any such attempted transfer of assignment of membership or of any certificates evidencing the same, or any assets thereof, whether by the voluntary act of the member or otherwise, such membership and all the interest of any such membership in CBBS and all assets thereof, shall be immediately canceled, revoked, and terminated.

MEMBERSHIP ROSTER

A record of the membership of CBBS shall be maintained, and said record shall contain the name, mailing address, telephone number, and email address of each member. The record of the membership for CBBS shall contain for the institution membership, the primary contact person for the institution. In any case where any membership has been terminated for any reason whatsoever, the record shall contain an entry of such fact, together with the date upon which membership was terminated

CERTIFICATES

Institutional Membership Certificates shall be of such form and device as the Board of Directors may prescribe, and each certificate shall designate date of issuance and to whom issued

CHAPTER V - GENERAL PROVISIONS AND PROPERTY INTERESTS

BUSINESS TO BE CONDUCTED WITHOUT PROFIT

CBBS shall conduct and carry on its business without profit to its members. No member of CBBS shall by reason of membership herein, be or become entitled at any time to receive any assets, property, income or earnings from CBBS or to profit therefrom in any manner unless they are a contracted employee of CBBS or receiving an honorarium.

SOURCES OF INCOME
Income shall be derived from these sources:

Annual Membership Dues from Institutional and Individual Memberships
Dues shall be established by the Board of Directors, upon recommendation of the Finance Committee. Dues notices shall be distributed no later than November 15; they shall be payable by December 31 for the ensuing year.
Registration and Exhibitor Fees for participation in the Annual or other meetings.
Contributions
Any additional sources that the Board of Directors may approve.

USE OF INCOME

All of the income and earnings of CBBS will be used to carry out the purpose of the CBBS without profit, direct or indirect, to any member of CBBS. All expenses submitted for payment must be authorized by the Board of Directors, documented by receipts, and consistent with CBBS reimbursement policy

Individual Members required to attend to the business of CBBS may be reimbursed for expenses incurred in such actions.

Reasonable expenses incurred by Individual Members shall be submitted to the Central Office on a CBBS “Expense Reimbursement Form”; approval of the Committee Chair or Board Liaison is required.

Expenses and fees incurred by Individual Members to attend the Annual Meeting are not considered reimbursable expenses except as approved by the Board of Directors.

Non-member speakers at the Annual Meeting and/or education workshops may submit receipts for reimbursement.

At the Board’s discretion, honoraria may be granted to both member and non-member speakers.

DISTRIBUTION OF ASSETS

In the event of the dissolution of CBBS, after payment and satisfaction of all legitimate claims and demands and satisfaction of all liabilities, all remaining assets and property shall be donated to nonprofit, charitable organizations at the discretion of the Board of Directors

CHAPTER VI - GOVERNANCE

MEETINGS OF MEMBERS
1. ANNUAL MEETING
  1. In connection with the Annual Meeting, an official meeting of the members shall be convened to transact the business of CBBS. The Board of Directors shall fix the time and place of this meeting, called the Annual Business Meeting, and each member shall be notified.
  2. In connection with the Annual Meeting, CBBS shall present both scientific and administrative programs. Programs will be for the benefit of Members and other interested persons as choose to attend, paying the required fees.
  3. The Annual Meeting shall be open to any registrant upon the payment of the required fees.
    1. Limitation of the seating capacity will be the only reason for non-admittance.
    2. If seating arrangements result in admittance limitations, pre-registered CBBS members shall be given preference.
    3. There shall be an announced closing date for each workshop, seminar or other meeting to which a limited number may be admitted. On that date, selection of the attendees shall be made, with Members given preference.
  4. One or more Institutional Members may serve as the host for each Annual Meeting at the Board’s discretion. The host institution(s) may assist the Board and appropriate committees with the organization of the Annual Meeting
2. SPECIAL MEETINGS
  
  A special meeting of the Members for any purpose may be called by the President, by a majority of the Board of Directors, or by a written request signed by thirty-five (35) Individual Members. Notice of special meetings shall be given to each member entitled to vote, either personally or by electronic communication or by mail, addressed to such member at the address appearing on the books of CBBS, at least ten days in advance of the date of such special meeting. Such notice shall state the place, day and hour of such meeting and the general nature of the business to be transacted.
3. LOCATION OF MEETINGS
  
  The location of all meetings shall be chosen at the discretion of the Board of Directors.
4. QUORUM
  
  The presence in person of thirty-five (35) Individual Members, at any meeting shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which there is a quorum, may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
BOARD OF DIRECTORS
1. CORPORATE POWERS VESTED IN THE BOARD OF DIRECTORS
  
  The corporate powers of CBBS shall be vested in a Board of nine (9) Directors, elected from the Individual Membership. Five Directors shall constitute a quorum for the transaction of business.
2. POWERS OF THE BOARD OF DIRECTORS
  
  Subject to these Bylaws, the Board of Directors shall have full power to control and manage the property and to conduct the affairs and business of CBBS. In furtherance of the foregoing powers, but not in limitation thereof, it shall have the power to:
  1. Select and remove the Secretary, the Treasurer, agents and employees of CBBS; to prescribe such powers and duties for them consistent with Law, the Articles of Incorporation, or these Bylaws; fix their compensation; and require faithful service.
  2. Conduct, manage and control the affairs and business of CBBS and make such rules and regulations therefore consistent with Law, the Articles of Incorporation or these Bylaws, as they may deem best .
  3. Borrow money and incur long-term indebtedness only after approval by a majority of the Individual Members present at a meeting of members called together for this purpose.
  4. Present to the membership, as a change in the Bylaws, any recommendation for precedent setting action before inauguration of such action.
3. TERM OF OFFICE
  The term of office of elected Directors shall be three years and individuals shall be limited to two consecutive terms. The term of a Director who is elected as President-Elect during a second term shall be automatically extended to end three years from the time of such election.
4. REMOVAL FROM OFFICE
  Any Director may be removed by the affirmative vote of a majority of all of the other Directors. A written notice setting forth the reasons and grounds therefore must be communicated to each Director at his/her last known address at least ten days prior to the meeting.
5. VACANCIES
  Vacancies on the Board, with exception of President-Elect, may be filled by a majority vote of the remaining Directors, without a quorum. Each individual so selected will hold office for the unexpired term.
6. REGULAR MEETINGS
  There shall be four regular meetings of the Board.
  1. The first meeting shall be held within forty-eight hours after the Annual Business Meeting. The Board shall hold a regular meeting for organization, selection of Secretary and Treasurer, and confirmation of the Central Office. Any unfinished business in connection with the Annual Meeting will be completed.
  2. The second meeting shall be held no later than December. At this meeting, the Board shall hear reports from the committees regarding plans and budget requirements. The budgets for all committees shall be set even if the committees fail to report. Travel mileage reimbursement rate, honoraria, dues and fees shall be established. Plans for the Annual Meeting shall be reviewed and selection of sites for future meetings shall be made.
  3. The third meeting shall be held approximately nine months after the first. Business to be transacted includes detailed attention to the Annual Meeting, particularly the programs; further action on any business not concluded at the second meeting; review of committee reports such as Bylaws Committee, Nominating Committee, and Awards Committee with appropriate action. The President-Elect shall discuss with the Board the Committee Chairman selections for his/her term as President and request the advice of other members of the Board regarding such appointments.
  4. The fourth meeting shall be held just prior to the Annual Business Meeting. At this time, final reports of committees shall be read for consideration by the Board; attention shall be given to any last minute details regarding the Annual Meeting.
7. SPECIAL MEETINGS
  A special meeting of the Board of Directors may be called for any purpose at any time by the President. If he/she is absent, unable or unwilling to act, it may be called by the President-Elect or by any five Directors. Notice of the time and place of the Special Meeting will be delivered personally to each Director or sent to each Director by electronic communication, mail or other form of written communication, charges prepaid, addressed to him/her at the address shown upon the books of CBBS at least seven days before the time of the meeting. Such mailing, or delivering as above provided shall be due legal and personal notice to such Directors. Special Meetings, including voting, may be electronic.
8. MINUTES OF MEETINGS
  Minutes of each meeting of the Board shall be recorded and reflect if it is a Regular or Special Meeting.
OFFICERS
The officers of CBBS shall be a President, a President-Elect, a Secretary, and a Treasurer.

The President-Elect shall be elected by the Membership as provided in Chapter VII. The President-Elect shall automatically become President the following year. In the event that the President-Elect cannot or does not wish to become President, the Board shall charge the Nominating Committee with the responsibility of selecting a nominee for President. The selection shall then be submitted to the membership in the manner of other nominations of the Committee.

The Secretary and the Treasurer, who must be Directors, will be elected by the Board. The term of each office shall be one year. Prior to standing for election the Board will confirm each nominee’s willingness and ability to serve and perform assigned tasks.
1. GENERAL DUTIES OF ALL OFFICERS
  1. Participating in all of the meetings of the Board of Directors.
  2. Faithfully and completely fulfilling the duties assigned to his/her office by these Bylaws and by the President of the Board.
  3. Referring all correspondence addressed to him/her as an officer of CBBS to the Central Office within one week of receipt or sending of same for filing and future reference.
2. SPECIFIC DUTIES OF THE OFFICERS
  1. PRESIDENT
    The President shall be the chief executive officer of CBBS and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of CBBS. He/She shall preside at all meetings of the members and of the Board of Directors. He/She shall make a written charge to each committee as to its responsibilities. Should any Committee Chair be unable to complete a one-year term, the President shall appoint a successor for the remainder of the term. The President may be an ex-officio member of all committees except the Nominating Committee. He/She shall assign the individual members of the Board of Directors as Liaison contacts with committee chairs. He/She shall have the general powers and duties of management usually vested in the office of the President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors.
  2. PRESIDENT-ELECT
    The President-Elect shall perform all of the duties of the President in the absence or disability of the President and when so acting shall have the power of and be subject to all the restrictions of the President. The President-Elect shall appoint the chair of all committees for his/her term as President no later than four weeks after the third meeting of the Board. He/She shall be the historian. It shall be his/her duty to know in detail the History of CBBS and the Bylaws so that he/she may be a ready reference for the Board in any of its deliberations or actions. He/She shall keep current with such matters for ongoing recall, whenever he/she may be called upon. He/She shall be the liaison to the Bylaws Committee.
  3. SECRETARY
    The Secretary shall prepare a narrative summary of each annual meeting, record minutes of meetings when the Central Office Manager is not available, and submit minutes of meetings to the Board of Directors for acceptance. He/She shall have other duties as the President and Board may direct.
  4. TREASURER
    The Treasurer, in coordination with the CBBS Finance Committee and the Accountant, shall
    1. advise the Board regarding the financial matters of CBBS
    2. advise the Central Office regarding details of collection, banking and disbursement of funds
    3. have the responsibility to reconcile all financial transactions of the organization while avoiding any direct handling of CBBS monies
    4. quarterly, obtain a copy of the financial ledger from the Central Office and reconcile this ledger with the bank statement.
    5. oversee the preparation of year-end taxes with the Central Office’s support.
    6. have other duties as the President and Board direct.

CHAPTER VII - NOMINATIONS AND ELECTIONS

THE NOMINATING COMMITTEE:

The Nominating Committee shall carefully select nominees for the vacancies on the Board, with due regard to maintenance of vocational and geographical balance.
The Nominating Committee shall further select a nominee for the office of President-Elect who has had previous experience on the Board.
1. The Nominating Committee shall further select a nominee for the office of President-Elect who has had previous experience on the Board.
Nominees must be qualified as to current Individual Membership in CBBS, and the Nominating Committee will confirm each nominee’s willingness and ability to serve and attend all of the meetings of the Board during their respective term of office, willingness to perform assigned tasks and to give due concern for the needs of CBBS.
The Nominating Committee will present its list of nominees to the Board at the third regular Board Meeting, and shall include the reasons for selection. The Board shall consider and approve or disapprove each of the nominations.
Each approved nominee shall be so notified by the Nominating Committee that his/her name shall be presented for election at the Annual Meeting; that his/her reasonable expenses shall be paid to meetings of the Board; that he/she must attend the first meeting of the Board immediately following the Annual Meeting; and that he/she must acknowledge these requirements.

NOTIFICATION OF THE MEMBERSHIP

The Board shall notify the Membership of these nominations following the third meeting of the Board. The members shall be advised that additional nominations may be made over the signatures of at least three Individual Members and presented to the Central Office at least 30 days prior to the date of the Annual Meeting. These additional nominations shall then be made available to each Individual Member of CBBS. All nominations shall be included in the Annual Meeting program
NOMINATIONS FROM THE FLOOR

No nominations shall be made from the floor at the Annual Business Meeting
VOTING:

Individual Members and the designated Voting Representatives of the Institutional Members shall cast ballots for Directorships and President-Elect.
Voting is inherent to Institutional and Individual Members. Institutional members may assign their annual business meeting voting proxy in writing to a CBBS board member.
In the event that there is more than one candidate for any of the positions, at the time of the election the President shall appoint an ad hoc election committee consisting of three Individual Members, who are not members of the Board and who shall be responsible for conducting the election, tallying the votes, and reporting election results to the President.

CHAPTER VIII - AWARDS

OBJECTIVE

In order to recognize, honor and publicize the extraordinary contributions of Individual Members to CBBS, the following awards are authorized. The recipients shall be selected by an Awards Committee to report to the Board at the third regular Board Meeting, and shall include the reasons for selection. The Board shall consider and approve or disapprove each of the nominations. Presentations shall be made at the Annual Meeting
CLASSIFICATIONS

HONORARY LIFE MEMBERSHIP
May be awarded to any Individual Member who has been active in the affairs of CBBS and who has been a continuous Member
PAST PRESIDENTS AWARD
A plaque shall be given to the Immediate Past President commemorating his/her contributions as President of the Organization.
OWEN F. THOMAS, M.D. AWARD
This award is made in the name of Owen F. Thomas, M.D. who was a member of the first California Medical Association Commission on Blood Banks and the second President of CBBS for a two-year period. He gave a lifetime of service to blood banking in Sonoma County Community Blood Bank and was an active member of CBBS from 1953 to his death in 1977. He planned the first CBBS Technical Workshop at the third Annual Meeting on February 27, 1955 in Santa Rosa. He was also in charge of the first Commercial Exhibits in 1958.
UPTON-HEMPHILL AWARD
This award is presented to commemorate the Founders of CBBS.
John R. Upton, M.D. gave birth to the idea of a statewide system of blood banks by suggesting it as early as 1943. He was Chairman of the California Medical Association Commission on Blood Banks from 1948 to 1956; he was the first President of CBBS from 1953 to 1958; he was instrumental in the formation of several of the blood banks which became Institutional Members.
Mrs. Bernice Hemphill, a licensed Bio-Analyst, acted as the Administrative Assistant to the California Medical Association Commission on Blood Banks from its organization in 1948; she was Secretary of CBBS from 1953 to 1956; she promoted the Clearinghouse Program of CBBS which was transferred to the Pacific District of the American Association of Blood Banks in 1958. She devoted her life to blood banking in the administration of the Irwin Memorial Blood Bank and in service to CBBS, to the National Clearinghouse Systems and to the American Association of Blood Banks

RULES OF PROCEDURE

The Awards Committee should be directed:
1. nominees must be active or formerly active Individual Members of CBBS.
2. the awards do not necessarily have to be awarded every year.
3. under unusual circumstances, two or more members meriting the Owen F. Thomas M.D. Award for the same or similar contribution may be named. Under usual circumstances there should be only one recipient in any given year.
4. no more than one recipient should be selected for the Upton-Hemphill Award in any one year.
5. input from other CBBS members should be solicited and seriously considered by the Awards Committee.
6. selection should be made carefully to maintain the high standard of the award.
7. acceptance of one award does not disqualify any member for a different award in future years.
8. the Owen F. Thomas M.D. Award shall be awarded to a member or past member for some especially outstanding educational, medical, scientific, or technical contribution or contributions to CBBS.
9. the Upton-Hemphill Award shall be awarded to a member or past member for outstanding administrative contributions to CBBS.
  1. A framed citation stating the reasons for granting the Award shall be presented along with the Owen F. Thomas, M.D. Award and the Upton-Hemphill Award to each recipient.
  2. The recipients of each of the Awards shall be given an appropriate ribbon designating such at each ensuing Annual Meeting.
  3. Recipients of the Honorary Life Memberships shall continue to be considered active Individual Members with the right to vote and hold office but with relief from dues and Annual Meeting registration fees.
  4. Recipients of the Owen F. Thomas, M.D. Award, and the Upton-Hemphill Award shall receive free registration for the annual meeting in which recognized, and complimentary CBBS membership in the following year.

CHAPTER IX - COMMITTEES

STANDING COMMITTEES

Standing Committees shall be developed to ensure that all aspects of the Society’s mission and vision are adequately addressed. The Board may revise the Standing Committees as-needed to accommodate the changing needs of the Society
1. ADMINISTRATIVE
  This committee shall provide educational programs and/or support to the membership in conjunction with other committees
2. APHERESIS / NURSING
  This committee shall provide educational programs and/or support to the membership in conjunction with other committees.
3. AWARDS
  This committee shall perform the duties assigned in Chapter VIII on Awards.
4. BYLAWS
  This committee shall review the Bylaws for possible changes; hear suggestions of Members regarding the Bylaws and possible changes; be aware of the actions of the corporation, the Board of Directors, or any of the members for any violation of the Bylaws and point out such violations; report suggestions regarding Bylaws to the Board for possible submission to the Membership.
5. CLINICAL LABORATORY SCIENTISTS
  This committee shall provide educational programs and/or support to the membership in conjunction with other committees.
6. COMMERCIAL EXHIBITS
  This committee shall solicit participation at the Annual Meeting of firms supplying materials and equipment used in blood banking; oversee the area of display for adequacy of space requirements and such additional services as the displayers may require; make every possible effort to provide a happy atmosphere for the exhibitors, express appreciation to the firms during and after the meeting.
7. CONTINUING MEDICAL EDUCATION / CONTINUING EDUCATION (CME/CE)
  This committee shall collaborate with the CBBS Central Office and Committee Chairs to ensure that educational programs meet applicable physician, nursing and/or Clinical Laboratory Scientists continuing education accreditation requirements. This committee shall oversee accrediting agency applications, surveys and program inspections.
8. DONOR RESOURCES
  This committee shall provide educational programs and/or support to the membership in conjunction with other committees.
9. EMERGENCY PREPAREDNESS
  This committee shall plan and coordinate activities of CBBS Institutional Members in the event of a local, regional, or national blood emergency; act in cooperation with the California Emergency Medical Services Authority in the event of any such emergency; hold periodic exercises to test their communication response system.
10. FINANCE
  This committee shall review the financial actions of CBBS; present a budget for the next fiscal year; recommend dues and fees; advise the Board regarding the safe keeping of accumulated funds; warn the Board of any discrepancies, violations, or untoward action in the use of CBBS funds; provide a format for committee budget requests and a voucher for submission of requests for payment.
11. MEMBERSHIP
  This committee shall actively campaign for new members and for retention of present members; send information to potential new members regarding the advantages and the obligations of membership; receive and review applications for Institutional Membership; refer appropriate applications to the Board of Directors for action. All Membership applications are sent to the Central Office for enrollment in the records, for notification of acceptance and for billing purposes.
12. NOMINATING
  This committee shall perform the duties assigned in Chapter VII on Nominations and Elections.
13. PUBLICATIONS
  This committee, in conjunction with the Central Office shall publish a journal at least twice yearly, which contains information such as:
  1. A message from the President.
  2. Relevant information about the business of CBBS.
  3. Educational articles of interest to the membership.
  4. Meeting highlights, including attendance figures, parts of the program, newsworthy talks, general get-togethers and social affairs.
  5. Committee appointments and members of the Board.
14. QUALITY, SAFETY AND COMPLIANCE
  This committee shall provide educational programs and/or support to the membership in conjunction with other committees.
15. SCIENTIFIC
  This committee shall provide educational programs and/or support to the membership in conjunction with other committees.
16. WEB SITE and e-NETWORK
  This committee shall support applicable internet and e-Network technologies to support the interests and education of the membership.
SPECIAL COMMITTEES

The President may recommend to the Board the creation of an Ad Hoc Committee to further special interests of CBBS. The committee membership and the goals and objectives are subject to Board approval. The Board shall evaluate at the meeting held just prior to the Annual Meeting, in concert with the Chair of that committee, whether or not the goal has been met and whether or not the committee furthers the interest of CBBS, and take action necessary to continue or abolish the committee.
COMPOSITION OF COMMITTEES
1. The Chair of all committees, with exception of the Continuing Education Committee, shall be appointed by the President during his/her term as President-Elect. The President-Elect should consult the current Committee Chair prior to the third regular meeting of the Board for recommendations regarding future Committee Chairs.
2. The Finance Committee shall consist of the President-Elect, the Treasurer and at least one Individual Member who will be the Chair.
3. The Awards Committee shall be a continuing committee of three Individual Members with three year staggered terms. Each year, the President shall appoint one new member for a term of three years. The Chair shall be the member who is in the last year of his/her term.
4. The Nominating Committee shall be composed of the three most immediate past Presidents and one of the most recently retired Directors to be selected by the Board. The immediate Past President shall be the Chair.
5. The Chair of the CME/CE Committee shall serve for a term of at least two years. The chair is appointed every two years by the President during his/her term as President-Elect. The President- Elect should consult with the current Continuing Education Committee Chair prior to the third regular meeting of the Board for recommendations regarding future CE committee chairs.
6. Any committee that involves planning for a regional or annual meeting educational session shall have at least one member who is a physician and one member who is also on the CME/CE committee.
COMMITTEE EXPENDITURES
The Chair of each Committee shall present a statement of objectives and plans together with fiscal year budgetary requirements to the Board. Meetings shall be held at some place convenient to all the members or by conference call or email; expenses of the members attending the meeting shall be certified to the Central Office by the Chair. In the event that these do not fall within the guidelines of the budget approved by the Board, the matter shall be referred back to the Board for decision. Necessary fund request forms and vouchers shall be supplied to each Chair by the Central Office.
REPORTS
The Chair of each Committee shall submit a report of the activities of the Committee for review by the Board. On approval of the President, supplementary written or oral reports may be made at the time of the Annual Meeting.

CHAPTER X - MISCELLANEOUS MATTERS

GENERAL RULES

All officers, directors, and members of committees shall be Individual Members in good standing as of March 1 of the current year.
All meetings of committees, Board of Directors or of members shall be held in a city providing easy access and suitable accommodations.
All workshops, seminars and other educational efforts shall be designed to be self-supporting.
Each committee shall maintain a procedural manual of committee guidelines to be added to or changed by subsequent committees.

INSPECTION OF CORPORATE RECORDS
The membership roster, or duplicates thereof, the books of accounts, and the minutes of proceedings of meetings of Members or of the Board of Directors shall be open to inspection upon the written demand of any current Individual or Institutional Member at any reasonable time.
CHECKS, DRAFTS, ETC.
Orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to CBBS shall be signed or endorsed by such persons and in such manner as from time to time will be determined by resolution of the Board of Directors.
ANNUAL FINANCIAL REPORT:
The Board of Directors shall cause an Annual Report of the financial affairs of the CBBS to be made available to the Members not later than one hundred and twenty (120) days after the close of the fiscal year.
CONTRACTS
The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or to execute any Instrument in the name of and on behalf of CBBS and such authority may be general or confined to specific instances; and unless authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind CBBS by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.
INDEMNIFICATION
CBBS shall, to the maximum extent permitted by the California Nonprofit Public Benefit Corporation Law, indemnify each of its Officers, Directors and contracted employees against expenses, judgments, fines, settlements and other amounts actually or reasonably incurred in connection with any proceeding arising from any act or omission taken or alleged to have been taken while acting in their capacity as Officers or Directors of CBBS.
RULES OF ORDER
A commonly accepted code of Parliamentary Procedure shall govern the conduct of all meetings.

CHAPTER XI - AMENDMENTS

Changes of the Bylaws shall be generated by action of the Bylaws Committee, which shall receive suggestions from any Individual Member, or from the Board of Directors, which may act as a result of its own study of the Bylaws. The Bylaws Committee shall propose changes of the Bylaws to the Board of Directors no later than the third meeting of the Board, which changes shall be duly considered at that Board meeting. The Board may approve such changes for presentation to the membership or may request Committee reconsideration and preparation of alternative proposals for consideration at a subsequent Board meeting.

Proposed Bylaws changes, which have been approved by the Board, shall be submitted for review by the Members at least thirty days prior to a Members Meeting at which the proposed changes will be presented for consideration and adoption.

If any member proposing a change in the Bylaws is not satisfied with the action of the Board in consideration thereof, such Member may present his/her proposed change to the membership over the Member’s signature and the signatures of nine other Individual Members. Any such proposed change must be provided to the Members by the Central Office at least ten days prior to the Members Meeting at which the proposed changes will be presented for consideration.

These Bylaws may be amended only by a vote of the Members at a regular or special meeting of the Members. Changes must be confirmed by a positive vote of a majority of the Individual Members present at the meeting and also by a positive vote of a majority of the Voting Representatives of the Institutional Members present at the meeting.

CERTIFICATE OF ADOPTIONS

The foregoing Bylaws were adopted by the vote of the members of the California Blood Bank Society on the 23th day of April, 2010.