ARTICLE II - MEMBERSHIP

Section 1. Membership Qualifications

The Membership of this Federation shall consist of: Active Members, Associate Members, Life Members, and Honorary Members. All members should demonstrate high ethical standards, conduct their activities in a professional manner, and not be guilty of reprehensible or criminal conduct.

(a) Active Members: Active Members should hold a degree in one of the biologic sciences or clinical sciences, or an advanced degree in an academic field related to anti-aging medicine, or be otherwise qualified individuals of high ethical standing who evidence an interest in anti-aging medicine and biology and the objectives of the Federation, and who subscribe to the standards and principles of the Professional. He/she shall have the right to vote, and must reside in countries of Asian-Oceanian region.

(b) Associate Members: Associate Members are students of any type and physicians who are serving approved residencies or fellowships. They receive membership at a reduced rate and cannot vote or hold elected office. Associate members will become Active Members upon completion of their training program. Associate members may transfer to an active membership category prior to completion of training.

(c) Life Members: Active Members who have been members of the Federation for at least ten years, have reached the age of sixty-five or have become disabled and unable to practice, and have requested the Executive Director to transfer their membership to this category may be designated as Life Members. They shall have the right to vote but shall pay no dues, shall not receive the journal, and shall not be eligible to hold office.

(d) Honorary Members: Honorary Membership can be bestowed by the Board of Directors upon individuals who, in their judgement, are deserving of this special recognition by virtue of exceptional contributions either to the field of anti-aging medicine or to the Federation. Honorary members shall have neither the right to vote nor to hold office, shall pay no dues, and shall not receive a free subscription to the Federation's official journal.

Dues categories shall be established as follows:

Category 1: Active members who hold a doctoral degree;
Category 2: Active members who do not hold a doctoral degree;
Category 3: Associate members.

Active members retain the same membership privileges and standing within the Federation regardless of dues category designation.

Section 2. Application and Selection to Membership

Applications of candidate for Active Membership and Associate Membership shall be submitted to the Executive Director and reviewed in a manner determined by the Board of Directors.

Applications for Associate Membership must be submitted with a letter of recommendation from the Director of the Educational Program in which the candidate is now participating and shall state the date that the candidate is expected to complete the program. Once the review is completed and it is determined that the candidate meets the qualifications and has paid the required dues, the candidate is granted membership. If upon review of the application, it is deemed that a candidate for membership does not meet the qualifications described in Article II, Section 1, the candidate will be notified by the Executive Director of this determination. In such cases, the applicant will have the right to appear before the Board of Directors to present his/her case. The decision made after this appearance will become final.

Section 3. Revocation of Membership

The Board of Directors shall have the power to suspend or revoke the membership of any member who fails to pay his/her dues in a timely fashion. A member may be reinstated at any time within two years lapse in payment provided all delinquent dues are paid. If all delinquent dues are not paid or if the period of delinquent exceeds two years, a new application must be submitted and processed according to Article II, Section 2.

Any member may have his/her membership revoked by the Board of Directors for reprehensible, unethical, unprofessional, or criminal conduct. The Executive Director must notify the member by registered mail at least six weeks in advance of such contemplated action so that the member may appear on his/her own behalf at the meeting of the Board of Directors at which revocation of his/her membership is to be considered. At such meeting, he/she shall be given full opportunity to refute the charges made against him/her.

ARTICLE III - DUES

Section 1. Annual Dues

Each Active and Associate Member shall pay dues as specified by the Board of Directors. Dues are payable within 60 days of the date on which the invoice is submitted. Annual dues may be waived in a specific case by the Board of Directors.

Section 2. Perquisites

Payment of the annual dues entitles the Active Member to vote, hold office, receive free annual subscription to the official journal of the Federation and the Federation newsletter, and receive other benefits of membership. Associate Members cannot vote or hold office but receive all Federation publications and other benefits of membership.

Section 3. Default of Payment

Any member in default of payment of the annual dues, except in case of waiver by the Board of Directors, shall be suspended from all privileges of membership. If, after due notice by the Executive Director, such default is not corrected within thirty days, the membership of such member shall be revoked.

ARTICLE IV - OFFICERS

Section 1. Officers

The officers of the Federation shall be President, President-Elect, Vice President, Immediate Past President, Past President, Executive Director, Associate Executive Director, Secretary, and Treasurer. The Vice President shall be elected by the membership and shall serve for one year at which time he/she will progressively become President-Elect. President, Immediate Past President, and Past President, with the term of each office being one-year. The Executive Director and Associate Executive Director shall be appointed by the Board of Directors. The Secretary and Treasurer shall be elected by the membership for two-year terms.

Section 2. Nomination and Election

Nomination and election for the Vice President, Secretary, and Treasurer shall be in the same manner as for the Directors hereinafter set forth, except only one name will be submitted for each office. The officers shall assume their duties at the conclusion of the Annual Meeting of the Federation at which they were elected.

Section 3. Vacancy

Vacancies occurring in the elected offices of the Federation shall be filled by appointment by the Board of Directors. Vacancies in the appointed offices of the Federation may be filled at the discretion of the Board of Directors.

ARTICLE V - DUTIES OF OFFICERS

Section 1. President

The President shall preside at all meetings of the Federation, the Board of Directors, and the Executive Committee. He/she shall serve as an ex-officio member of all committees and will frequently consult with the Executive Director about the day to day operations of the Federation.

Section 2. President-Elect

The President-Elect shall assume all responsibilities as assigned by the President. In the absence or incapacity of the President, the President-Elect shall assume the duties and responsibilities of the President.

Section 3. Vice President

The Vice President shall assume all responsibilities as assigned by the President. In the absence or incapacity of the President and President-Elect, the Vice President shall preside and assume the assigned duties of the President or President-Elect until the next annual election.

Section 4. Immediate Past President

The Immediate Past President shall assume all responsibilities as assigned by the President. In the absence or incapacity of the President, President-Elect, or Vice President, the Immediate Past President shall preside and assume the assigned duties of the President, President-Elect or Vice President until the next election.

Section 5. Past President

The Past President will assume the duties and responsibilities as assigned by the President.

Section 6. Executive Director

It shall be the duty of the Executive Director to:

1. Implement and carry forth the policy set forth by the Board of Directors and Executive Committee.
   
   
2. Provide leadership and direction for the Federation.
   
   
3. Promote the growth of the Federation and maintain its integrity.
   
   
4. Organize and maintain an administrative staff to carry out the following activities:
   
   
   a. Maintain a register of names, addresses, and membership status of all members.
   b. Conduct all official correspondence of the Federation, including the sending of notices
       required by these Bylaws or Articles of incorporation.
   c. Keep the specific records of the Annual Meetings, programs, registration, memoranda,
       etc., for future reference.
   
   
   
5. Be an ex-officio of all committees.
   
   
6. Perform such other duties as ordinarily pertain to, or may be required of the office of the Executive Director and assign specific duties to the Associate Executive Director.
   
   
7. The Executive Director may be salaried, under a contract, the terms of which are mutually approved by the Executive Director and the Board of Directors and executed by the President.

1. Assist the Executive Director in the performance of his/her duties.
2. In the case of illness, incapacity, or death of the Executive Director, perform all the duties of the Executive Director until the Board of Directors has appointed a new Executive Director.
3. Direct the medical education and practice related activities of the Federation and carry out other duties assigned by the Executive Director.
4. The Associate Executive Director may be salaried under a contract. The terms of which are mutually approved by the Associate Executive Director and the Board of Directors and executed by the Executive Director.

1. Record the minutes of the Board of Directors and of the Annual Business Meeting of the Federation.
2. Receive Committee reports and other correspondence.
3. Serve in a voluntary, non-salaried capacity.

1. Serve as a member of the Finance Committee and have responsibility for overall monitoring of the Federation's financial performance.
2. Receive and review monthly financial statements for comparison to the budget.
3. Serve in a voluntary non-salaried capacity.

ARTICLE VI - DIRECTORS

Section 1. Directors

There shall be six directors, two of whom are elected annually and serve three-year terms. Each new member will be assigned by the President to either the Publications Committee or Finance Committee, and in the last year of service will function as Chair of the Committee to which he/she has been assigned.

Section 2. Method of Nomination and Election

The Nominating Committee shall submit its nomination through the Executive Committee to the members of the Federation on an official ballot, at least twelve weeks prior to the Annual Meetings. Each year the ballot shall contain the name of four individuals nominated for directors arranged in two groups of two names each. The ballot will also contain the name of the individual nominated for Vice President and, when appropriate, the name of the individual nominated for Secretary and for Treasurer. The ballot will be distributed in two official envelopes, one of which is unmarked and in which the completed ballot is to be sealed. This sealed envelope is to be placed in the second envelope, on which the member's name is to be recorded for the purpose of authenticating and recording the vote after it is returned to the Administrative Office, and for the purpose of checking against the list of qualified voters. The second envelope is to be destroyed and the secret ballot contained in the first envelope will be counted. Election of office is conferred upon the individual who receive the largest number of votes from each category. One elected Director will be assigned to the Finance Committee and the other to the Publications Committee.

The ballot must be received in the Administrative Office of the Federation at least six weeks prior to the Annual Meeting. In case of a tie vote, the decision shall be made in a manner to be determined by the Board of Directors. The results of the election will be presented by the President at the time of the Annual Business Meeting.

ARTICLE VII - BOARD OF DIRECTORS

Section 1. The Board of Directors of the Federation

The Board of Directors shall be composed of the President, President-Elect, Vice President, Immediate Past President, Past President, Executive Director, Associate Executive Director, Secretary, Treasurer, six Directors and a voting representative from each of the Affiliated Federations chosen in a manner and for a term as determined by each Affiliated Federation. From time to time the President may invite other key members of the Federation to attend Board meetings and participate in discussions but not have the right to vote.

Section 2. Authority

The authority to manage the Federation is vested in the Board of Directors, which shall direct the affairs of the Federation in conformity with the laws under which the Federation is incorporated and operates and is governed by the provisions of these Bylaws.

The Board of Directors shall receive the recommendations and reports of the various offices, affiliated Federations, and committees and may appoint special committees with specified powers, as deemed necessary for particular purposes.

It is the responsibilities of the Board of Directors to develop the policies by which the Federation conducts its affairs.

Section 3. Vacancy

Any vacancy occurring among the Board the Directors shall be filled by appointment made by the Executive Committee and ratified at the next meeting of the Board of Directors.

Section 4. Meetings of the Board of Directors

The Board of Directors shall meet at least twice yearly. One such meeting shall be an interim meeting to take place at least two months before the next Annual Meeting of the Federation. The Annual Meeting of the Board of Directors shall be held each year within the seven days preceding the Annual Business Meeting of the Federation.

Special meetings of the Board of Directors may be called at any time by the President and shall be called by him/her on request of the Executive Committee or any seven members of the Board.

All meetings of the Board of Directors shall be held at a time and place designated by the President. Written notice shall be forwarded to each member of the Board not less than ten days prior to any such meeting. The time shall be established whenever possible, at the immediate preceding Board of Directors Meeting.

Attendance at these regular and special meetings of the Board of Directors shall be required of each Director unless excused by the President. Two unexcused absences shall be considered as a resignation from the Board of Directors.

Section 5. Quorum

The presence of a majority of its voting members shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors.

ARTICLE VIII - MEETINGS OF THE FEDERATION

Section 1. Annual Meeting

The Annual Meeting of the Federation shall be held at a time and place designated by the Board of Directors.

Section 2. Special Meetings

Special meetings of the entire membership may be called at any time by the Board of Directors.

Section 3. Notice of Meetings

Notice of all official meetings, whether annual or special, shall be sent to all members by the Executive Directors at least thirty days in advance of the meeting. In the case of special meetings, the notice shall specify the nature of the business to be transacted.

Section 4. Quorum

The presence of not less than fifty members shall constitute a quorum for the transaction of business at any annual or special meeting.

ARTICLE IX - BOARD STANDING COMMITTEES

Section 1. Executive Committee

Duties: The Executive Committee, composed of individuals elected from the Federation, serves as an advisory body to the President, Executive Director, and Board of Directors. In addition, the Executive Committee can serve as the governing body of the Federation when the Board of Directors is not in session. All actions implemented by the Executive Committee at times when the Board of Directors is not in session must be presented at the next Board of Directors meeting to be ratified or rescinded. The Executive Committee is composed of the President, President-Elect, Vice President, Immediate Past President, Past President, Executive Director, Associate Executive Director, and the two senior Directors. Key members of the Federation may be invited by the President, who serves as Chair of the Executive Committee, to attend and present specific information but are not privileged to vote.

Section 2. Nominating Committee

The Nominating Committee shall consist of the President, President-Elect, Vice President, Immediate Past President, and Past President. The Nominating Committee shall meet at least three months prior to the Annual Meeting of the Federation and shall nominate an appropriate slate of candidates for office. The Committee will submit this slate to the Executive Committee for approval and then to the Executive Director for preparation and distribution as the Official Ballot.

Section 3. Publications Committee

The duties of the Publications Committee are to oversee the development and distribution of all Federation Publications in any format. The Committee will develop all policies for the management, development and distribution of all publications and communications by the Federation including the official journal Anti-Aging Medical Research(AAMR), the newsletter, the AOFAAM Web Site, and the development and publication of all educational material. Policies developed by the Publications Committee must be approved by the Board of Directors (?)

Section 4. Finance Committee

The duties of the Finance Committee are to oversee and advise the President and the Board of Directors regarding all financial matters of the Federation. Policies developed by the Finance Committee must be approved by the Board of Directors.

The membership of the Finance Committee consist if the three Directors assigned to the Finance Committee, with the senior (third year) Director serving as chair, and the Treasurer. The Comptroller may attend Committee meetings without vote.

ARTICLE XI - CORPORATE MEMBERSHIP PROGRAM