By-Laws

SECTION 1 - ACTIVE: Active members of the Council shall consist of program directors of accredited schools in perfusion technology whose dues are paid and shall be entitled to one vote for election of Board members, officers and all other matters coming before the membership.

SECTION 2 - ASSOCIATE: Associate members to the Council shall consist of program directors in perfusion education, whose programs are not yet accredited whose dues are paid, and these members shall have a voice but no voting rights.

SECTION 3 - APPLICATION: Application for membership to the Council shall be obtained from the Chair or Secretary/Treasurer of the Council and submitted with payment of dues to the Secretary/Treasurer for approval which shall be granted if the criteria set forth in Sections 1 or 2 above are met.

SECTION 4 - DUES: Active and associate membership dues shall be set by the Board of Directors to support the function of the Council.

SECTION 5 - MEETINGS: Two membership meetings will be held each year; one in the Spring and the other in the Fall, at the times, dates and places as set by the Board of Directors, upon no less than 30 nor more than 60 days written notice.

Special/emergency meetings may be called by the Chair or upon the request of one-half of the voting members in good standing upon no less than 15 days written notice which states the purpose of the meeting.

Action may be taken by the members by written consents in the same manner as set forth in ARTICLE III Section 4 hereinafter.

SECTION 6 - VOTING: At regular or special/emergency meetings voting members in good standing shall be entitled to one vote in person or by proxy. Members may vote by mail or facsimile ballot. Except as hereinafter set forth, issues shall pass and persons shall be elected by a simple majority of the votes cast.

SECTION 7 - QUORUM: The presence at a meeting in person or by proxy or by receipt of mail or facsimile ballots of one-half (1/2) of the active voting members in good standing shall constitute a quorum.

SECTION I: The Board of Directors, hereafter referred to as the "Board", shall be responsible for the management of the affairs of the corporation.

SECTION 2 - NUMBER: The Board shall consist of five to no more than seven members and shall include the three elected officers of the corporation. The initial Board of Directors shall consist of five members. The size of the Board may be determined by a majority vote of the members.

SECTION 3 - ELECTION AND TERMS: The members of the Board shall be elected by a majority vote of the total active members in good standing attending in person or represented by proxy at the Spring meeting of the membership at which a quorum is present and/or represented by proxy. If the Chair so desires, election of Directors may be by mail or facsimile ballot. The term of each Director, other than the elected Officers, shall be for two years or until a successor is elected.

SECTION 4 - MEETINGS: The Board shall hold at least one meeting immediately following the Spring membership meeting each year.Special/emergency meetings of the Board may be called by the Chair or a majority of the Board upon no less than 10 days written notice. The Board may also meet in its Annual Meeting or any special/emergency meeting through the use of any means of communication by which all Directors may simultaneously hear each other during the meeting, i.e. telephone conference call or similar means of communication.

Action may also be taken by the Board without a meeting if taken by all members of the Board. This action shall be evidenced by one or more written consents stating the action taken, signed by each Director, either before or after the action is taken, in accordance with Section 13.1-865, Code of Virginia, as from time to time same may be amended .

SECTION 5 - COMPENSATION: Directors and Officers shall receive no compensation for their services as Directors and Officers. Directors and Officers may receive reimbursement of expenses incurred in the performance of their duties, as authorized by the Board. Nothing herein shall preclude a Director or Officer from serving the corporation in any other capacity and receiving compensation for such service.

SECTION 1 - PURPOSE: To provide leadership to conduct and transact Council business.

SECTION 2 - NUMBER: The Officers of the Council shall be the Chair, Vice Chair and Secretary/Treasurer. All Officers of the Council shall be active members in good standing. The offices of Chair, Vice Chair and Secretary/Treasurer may not be held by the same person simultaneously.

SECTION 3 - ELECTIONS: The Officers of the Council shall be elected by simple majority vote of the total active members in good standing attending in person or represented by proxy at the Annual Meeting of the membership at which a quorum is present and/or represented by proxy. If the Chair so desires, election of Directors may be by mail or facsimile ballot one month prior to the Spring meeting.

SECTION 4 - TERM OF OFFICE: The Vice Chair shall be elected on even years for a two-year term. At the completion of the two years, the Vice Chair assumes the chairmanship for a two year term. The Secretary-Treasurer shall be elected on odd years for a two-year term or until a successor is elected.

SECTION 5 - CHAIR: The Chair shall be the principal officer of the Council, call the Annual Meeting and when present, he/she shall preside over the meeting of the Council. The Chair shall represent the Council or designate representatives of the Council, as liaison to the following organizations as necessary: Accreditation Committee - Perfusion Education (AC-PE); American Academy of Cardiovascular Perfusion (ACCP); American Board of Cardiovascular Perfusion Liaison Committee (ABCP); American Society of Extra-Corporeal Technology (AmSECT); Coordinating Committee on Perfusion Affairs; Commission on Accreditation of Allied Health Education Programs (CAAHEP) Panel of Consultants and Advisors; and other such agencies as deemed necessary. The designees must be endorsed by a majority vote of the Council.

SECTION 6 - VICE CHAIR: The Vice Chair will assist the Chair in the activities of the Council and shall assume the responsibilities of the Chair in his/her absence from a meeting. The Vice Chair shall coordinate the continuing education activities of the Council.

SECTION 7 - SECRETARY/TREASURER: The Secretary/Treasurer shall (a) keep the minutes of the proceedings of the meetings of the Council; (b) see that all notices are duly given to the members as directed by the by-laws of the Council; (c) keep a register of the mailing address of each member which shall be furnished to him/her by each member; (d) have charge, responsibility, and custody of all funds of the Council; (e) receive and give receipts for monies received and payable to the Council from any source, and deposit all such monies in the name of the Council in a non interest bearing checking account. All checks must be signed by the Chair and Secretary/Treasurer; (f) in general, perform all of the duties incident to the office of Secretary/Treasurer; (g) the Secretary/Treasurer or his/her designee shall read the minutes of the previous meeting and a current financial report at each meeting.

SECTION 8 - FIRST ELECTION, 1995: For the first election of officers to be held in 1995, the Chair and Vice Chair will serve until the 1996 election in the Spring at which time the Vice Chair will become the Chair and a new Vice Chair will be elected.

SECTION 9 - REMOVAL: Any officer of the Council may be removed by the Council at any time. Such vote shall be by three-fourths (3/4) vote of the active members in good standing.

SECTION 10 - VACANCIES: A vacancy in any elected office or in the Board of Directors because of death, resignation, removal, disqualification, or otherwise may be appointed by the Board of Directors for the unexpired portion of the term.

These By-Laws may be amended or repealed by a two-thirds (2/3) vote of the active Council members in good standing responding to a mail or facsimile ballot.

The Fiscal Year of the Corporation shall be set by the Board of Directors.

The Council will follow Roberts Rules of Order, Revised.

Approved, June 1995