C.  Regular Members.  Regular members are such members of the medical and scientific community from any State, principality, territory, or Nation desiring to participate in the purposes and functions of the Society and whom are approved by majority vote of the membership upon recommendations of the Executive Committee.  Payment of the regular membership fee shall entitle the member to vote in the affairs of the Society and provide eligibility to attend any and all meetings of the Society, and be given an opportunity to express opinions, serve on committees, and assist in the deliberations and determinations of the actions of the Society.  They shall be eligible to serve as members of the Board of Directors, as officers and are eligible to become Fellows of the Society.

Article II.

      Board of Directors -- Meetings:

                    A.  Board Membership.  Membership of the Board of Directors shall be as hereinafter provided in these By-Laws relating to terms of office and manner of election.  Directors shall hereinafter be elected by the membership upon nomination from existing regular members.  Any elected member of the Board of Directors may be declared to have forfeited his office following the missing of three (3) consecutive meetings of the Board of Directors without reason or excuse deemed sufficient and adequate by the Board of Directors.  Members of the Board of Directors shall serve without compensation, except that the Board of Directors shall have the right to fix special compensation when it deems appropriate and/or necessary.  The ICDS Board of Directors shall consist of thirty (30) elected Directors, ten (10) each from the following three (3) areas of the world:  Asia-Pacific, Euro-Africa, and the Americas.  Each Director is to be elected to a term of five (5) years. The terms of Directors will be staggered so that 20 percent of the Board (6 Directors) rotates off every year, and so that six new Directors are elected to replace them. Current ICDS Officers and Past Presidents will be identified and listed separately from the elected Board.  A date of July 1 was arbitrarily selected for the start of Board service.

                    B.  Regular Meetings.  The Regular Meetings of the Board of Directors of the Cardiac Doppler Society shall be held at the time and locations of each successive scientific meeting scheduled every 12 - 20 months from a previous Regular meeting approved by the Board of Directors.  At said meetings there shall be an election of Directors to replace those whose terms may have expired, election of additional Directors provided for, if any, and the transaction of such other business as may be properly come before the meeting.

                    C.  Special Meetings.  Special Meetings of the Board of Directors for any purpose, or purposes, including the continuing conduct of business by The Society; shall be called at any time by the President of the Society upon reasonable notice of such time and place as the President may designate.  Special Meetings of the Board may also be called by any five (5) Directors certifying to the need for such to the President or the Executive Director (if any or if different) of the Society.  The President or Executive Director shall then fix the time and place for meeting not less than twenty (20) days or more than sixty (60) days after receiving such request.  Should the President or Executive Director neglect or fail to do so, such Directors, having made the request and certification, may arrange for such special meetings.  Notice of time and place of all special meetings shall be written and postmarked not less than twenty (20) days and not more than sixty (60) days prior to the time of special meeting.
 

Article III.

 Officers:

                    A.  Qualifications.  All officers of the Corporation shall be elected or chosen from among the members of the Society.  The sole exception to this shall be the employment of an Executive Director if and when the Board of Directors may desire to do so.

                    B,  Officer Designation.  The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the membership at its Annual Meeting each year.  Said officers shall perform the normal and usual functions of each such office and such other duties as may be designated or assigned by the President.  All officers shall be elected annually as aforesaid.  The Vice President elected at the Annual Meeting shall automatically become the President after the following Annual Meeting.  Should an Executive Director be appointed or otherwise employed, the basis and terms of his employment or designation shall be in the form of a written contract prepared and entered into by the Board of Directors of the Corporation.

                    C.  Vacancies.  Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

                    D.  Other Officers and Agents.  The Board of Directors may appoint or designate such other officers, agents or employees as it shall deem necessary or expedient.  Such other officers, and agents and employees shall hold their status for such terms and on such bases as shall be determined from time to time by the Board of Directors.  The agents, employees or staff members shall serve at the pleasure of the Board of Directors.

                    E.  Compensation.  Compensation for expenditures connected with the Society for anyone shall be fixed by the Board of Directors.  No loans shall be made by the Society to any officers or directors.

Article IV.

Committees:

                    Committees of the Society shall be designated by the Board of Directors and the Chairman and members thereof appointed by the President of the Society.  Standing Committees, to be appointed each year, include Membership Committee, Education Committee, Scientific Program Committee, Local Arrangements Committee, and Finance Committee.

Article V.

Finances:

                    A.  Membership Dues.  The annual dues for the regular members of the Society shall be determined from time to time by vote of the membership upon recommendation of the Executive Committee.  The initial dues shall be $30.00 per Regular member, payable in advance to the Treasurer.  The annual dues of the corporate members shall be $1,000.00 payable in advance to the Treasurer of the Society.  Such dues shall be placed on an annual or fiscal year basis and may be adjusted by the Board of Directors.  By vote of the membership, upon recommendation of the Board of Directors, annual dues may be adjusted.  Such paid regular membership shall entitle each member to the full privileges of the organization, including one vote on all issues.  Each paid corporate membership shall entitle each organization or group to name one of its representatives who shall be accorded privileges of the regular members.

                    B.  Acquisitions, Etc.  The Board of Directors may purchase, take, receive, lease, accept by gift, devise or bequest, or otherwise deal in and with real or personal property or any interest therein wherever situated, and many sell, convey, mortgage, pledge, exchange, lease, transfer and otherwise dispose of all or any part of its property and assets, and may make donations for the public benefit.  In the furtherance of the purposes and functions of the Society, the Board of Directors shall have power to do such other things as it may deem appropriate or necessary as permitted by law and not contrary thereto.

Article VI.

Books and Records:

                    The Society shall keep accurate and complete books of account and shall make and retain Minutes of meetings of its membership, Board of Directors, and Committees directed so to do by the Board of Directors.  There shall also be a record kept of membership in the Institute of Applied Physiology and Medicine, Seattle, Washington, USA, and duly classified with addresses, at its registered office.  All such records shall be available for inspection by any member or designated representative of a member for any legitimate purpose at any reasonable time.

Article VII.

Chapters:

Chapters of The Society are encouraged under the following provisions:

1.       The purposes and by-laws of authorized chapters shall not be in conflict with the Society purposes and by-laws.  The chapter name and by-laws shall be approved by the Board of Directors of The Society.

2.          Chapters shall hold Annual Membership Meetings, where all regular members having paid their dues and fees, will be convoked.  Officers of the Chapters shall be nominated by the chapter membership to take office after confirmed by the Board of Directors of the Society.

3.       Dues or fees assessed by chapters are not in lieu of membership dues of The Society.

Article VIII.

Amendment of By-Laws:

                    These By-Laws may be altered, amended or repealed by the affirmative vote of the Board of Directors at any Annual, Regular or Special Meeting of the Board, provided that due notice, as hereinabove stated of such proposed amendment, alteration or repeal, is set forth in the notice of such meeting.

Article VIII.

Applicable Procedure:

                    To the extent not inconsistent with the Articles of Incorporation of the Society and/or these By-Laws Robert's Rules of Order on Parliamentary Procedure, as amended, shall constitute the procedure at meetings of the membership of the Society and of the Board of Directors.  Insofar as practical and possible, meetings of the Board of Directors shall follow an agenda which shall be mailed to each Director prior to each meeting.  All meetings provided for in these By-Laws shall be handled by the Society's office as part of its duties.  The Society office shall be that of the Executive Director when such is appointed by the Board of Directors or the office of the elected Secretary of the Society.