SFRRI Governance & Byelaws

The Society for Free Radical Research International (SFRRI), founded in the United Kingdom in 1982, is an International Society with the following rules (as amended by resolution of the members dated September 11, 1998).

1. Name

The name of the institution is The Society for Free Radical Research International, hereafter referred to as “SFRRI”.

2. Status

SFRRI shall be a charitable voluntary, non-profit making body of persons associated for the purposes hereinafter appearing.

3. Objects and Power

3.1 The objective of SFRRI is to advance education in free radical and redox processes with reference to those of industrial, biological and medical importance, such education being for the benefit of the public and researchers.

3.2 In furtherance of the above objective SFRRI shall have the following powers:

(a) To provide a forum for presentations and discussions.

(b) To receive and apply for donations, subscriptions and funds from persons or organizations.

(c) To invest and deal with SFRRI's money not immediately required for its objectives in or upon any investments, securities or property.

(d) To do all other lawful things necessary to advance the objectives.

(e) To promote research and publication of its knowledge and beneficial results.

4. SFRRI Executive Committee

(a) The officers of the SFRRI Executive Committee will be the President, President-Elect, Secretary-General and Treasurer, with the immediate Past-President serving as an ex officio member. At least one member of the SFRRI Executive Committee shall be resident in the UK. The Treasurer of SFRRI is preferably resident in the UK, since SFRRI is registered with the UK Charity Commission and its bank account is held with HSBC in London.

(b) Rules for the composition of the SFRRI Executive Committee may be amended only at a Biennial Business Meeting of the SFRR International Committee.

(c) The members of the SFRRI Executive Committee shall be nominated and directly elected by the Regional SFRR Member Societies representing the total international membership.

5. Membership of SFRRI

SFRRI shall be constituted of Regional SFRR Member Societies.

6. Membership of a Regional SFRR Member Society

6.1 Membership of a Regional SFRR Member Society shall be open to any person, irrespective of place of residence, subject to the approval of the Regional SFRR Member Society. Membership of a Regional SFRR Member Society implies membership of SFRRI.

6.2 Each Regional SFRR Member Society shall have the following objectives and responsibilities:

(a) Have its own constitution, consistent with the objectives of SFRRI as described herein.

(b) Be completely responsible for the election of its own officers for ensuring its own financial viability and liability and shall determine its own rules governing subscriptions. The subscription will contain a local organization component and an SFRRI component.

7. Constituent Regional SFRR Member Societies

(a) The SFRRI Executive Committee in liaison with the Regional SFRR Member Societies will consider applications from established societies (subject to the subsequent approval of their membership) at SFRRI Biennial General Assembly.

(b) Any Regional SFRR Member Society may withdraw from SFRRI at any time with ninety days' notice to the Secretary-General of SFRRI in writing and with forfeiture of all membership fees and other funds paid to SFRRI.

(c) The SFRRI Executive Committee in liaison with the Regional SFRR Member Societies may withdraw membership of any member society if that society acts inconsistently with the objectives and responsibilities described herein and continues to do so after having been made aware of the breaches of SFRRI’s objectives. Formal withdrawal of membership of any member society requires a relevant resolution to be passed at both the Biennial Business Meeting and Biennial General Assembly. If agreed, membership shall cease immediately and with forfeiture of all membership fees and other funds paid to SFRRI.

8. Subscriptions

The annual subscriptions for members of a Regional SFRR Member Society shall be paid to the Regional SFRR Member Society. SFRRI annual membership dues from each Regional SFRR Member Society are agreed by the SFRR International Committee and shall be payable in arrears at the start of the following year to the Treasurer of SFRRI.

9. SFRR International Committee

9.1 The SFRR International Committee shall consist of two members representing each Regional SFRR Member Society and the members of the SFRRI Executive Committee. The immediate Past-President of SFRRI shall be an ex officio member of the SFRR International Committee.

10. Responsibilities of the SFRRI Executive Committee

(a) The SFRRI Executive Committee will convene a Biennial Business Meeting with the SFRR International Committee, and a Biennial General Assembly open to all members of Regional SFRR Member Societies.

(b) The SFRRI Executive Committee will decide the venue and timing of the two meetings in liaison with the Regional SFRR Member Society that hosts the Biennial International Scientific Meeting.

(c) Representatives of Regional SFRR Member Societies, attending the Business Meeting should sign all resolutions passed at this meeting (and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature).

(d) The SFRRI Executive Committee will assist in the coordination of the Biennial International Scientific Meetings. The timing and venue of the Scientific Meetings will be the responsibility of the SFRR International Committee in close collaboration with the Regional SFRR Member Society that hosts the Scientific Meeting.

(e) The SFRR International Committee will assist, to the extent possible, in communications between Regional SFRR Member Societies and distribute SFRRI news as required.

(f) The SFRRI Executive Committee in liaison with the Regional SFRR Member Societies may elect persons of distinction in the field of free radical and redox processes as Honorary Members of SFRRI. Honorary members will have all the privileges of membership but not pay a subscription to their Regional SFRR Member Society.

11. Procedure of Biennial Business Meeting and Biennial General Assembly

(a) A Business Meeting shall be held at the Biennial International Scientific Meeting. The SFRRI Secretary-General will provide notice to all members of the SFRR International Committee no less than two months prior to the date/time/venue of the Business Meeting. The SFRRI Secretary-General will ask all Regional SFRR Member Societies to contact their membership for items to be included on the Meeting Agenda.

(b) A quorum for the Biennial Business Meeting and the Biennial General Assembly shall not be less than four members of the SFRR International Committee with at least twenty-five members.

(c) A General Assembly shall be held at the Biennial International Scientific Meeting. The SFRRI Secretary-General will provide notice to the Regional SFRR Member Societies no less than one month prior to the date/time/venue of the General Meeting. The SFRRI Secretary-General will ask all Regional SFRR Member Societies to contact their membership for items for the Assembly Agenda.

(d) The President of SFRRI shall chair the Biennial Business Meeting and the Biennial General Assembly. If the President is unable to attend, the President-Elect, Secretary-General, Treasurer or Past-President shall chair the meeting. If none of the officers is present within fifteen minutes after the time appointed for holding the meeting, then the members present, if sufficient in numbers to form a quorum shall choose a member of the SFRR International Committee to preside.

(e) The Chair of the Biennial Business Meeting and the Biennial General Assembly may, with the consent of the meeting at which a quorum is present, or if such a meeting so decides, adjourn the meeting from time to time or from place to place, but no business shall be transacted at such adjourned meetings other than business for which the adjournment took place.

(f) At all Biennial Business Meetings and General Assemblies any resolution put to the vote shall, unless this Constitution otherwise provides, be decided by a show of hands by a majority of the members present in person and entitled to vote, or a ballot if the vote is close, and a declaration by the Chair of the meeting that a resolution has been carried or lost shall be conclusive and the Secretary shall make an entry to that effect in the minutes. If the vote is contested by any member, a written ballot will be held at the meeting. The SFRRI Secretary-General will be asked to record the minutes of the Biennial Business Meetings and General Assemblies for subsequent approval by all attendees at the meetings.

12. Procedure of election of the SFRRI President-Elect, Secretary-General and Treasurer

(a) For the election of the President-Elect, Secretary-General and Treasurer to the SFRRI Executive Committee, the SFRRI Secretary-General (or SFRRI President or alternate) shall: (i) prepare a ‘Call for Election’ with guidelines and a list of previous SFRRI Officers; and (ii) contact all Regional SFRR Member Societies asking them to seek nominations from their members.

(b) In giving notice of the Biennial General Assembly, the SFRRI Secretary-General shall submit a list of the members of the SFRRI Executive Committee distinguishing those eligible for re-election and shall request nominations for the new Executive Committee positions.

(c) Each Regional SFRR Member Society shall review nominations received from their respective members and then submit up to two candidates to the SFRRI Secretary-General, who will then prepare a ballot with the candidate names, brief bio sketches and rationale for application.

(d) Candidates are not eligible to be nominated for election to become a member of the SFRRI Executive Committee if they hold or would hold a position on the Executive Committee of any Regional SFRR Member Society at the same time as the SFRRI Executive Committee position.

(e) Each Regional SFRR Member Society shall ensure that all nominations they receive have been seconded by five other members and shall be received in writing not less than twenty-eight days before submission of nominations to the SFRRI Secretary-General.

(f) If there has not been at least one nomination for a vacant Executive position, the SFRRI Secretary-General in liaison with the SFRR International Committee will try to ensure that there shall be at least one nominee for each vacant office.

(g) The SFRRI Secretary-General (or alternative officer) will circulate the ballot paper for each respective SFRRI Executive Committee position to the Regional SFRR Member Societies for a final secret ballot vote and return of their final vote to the SFRRI Secretary-General. Members attending the SFRRI Biennial General Assembly will then be asked to formally approve the election results.

(i) The President and President-Elect shall each serve for a period of two calendar years.

(ii) The President-Elect shall serve as President in the two-year period following her/his office as President-Elect.

(iii) The Secretary-General and the Treasurer shall serve for four calendar years and shall be eligible for re-election to a second four-year term

(iv) After his/her period of office, any officer of the SFRRI Executive Committee shall be eligible to serve in another office, during the next four-year period, provided that they do not serve on the SFRRI Executive Committee for more than four consecutive terms.

(v) The election of all officers shall be approved at the Biennial General Assembly. Terms of office for all officers shall commence on the first day of January following the Biennial General Assembly at which they were elected.

13. Procedures for SFRR International Committee Meetings

(a) The SFRR International Committee may meet and undertake business and adjourn as they think fit. Questions arising at any meeting shall be decided by a simple majority of votes. In the case of an equality of votes the SFRRI President will have the casting vote.

(b) A quorum of the SFRR International Committee shall be two officers, with at least 50% of representatives from Regional SFRR Member Societies. In the absence of SFRRI Executive Committee members, the Regional SFRR Member Societies shall elect one of their members as acting Chairman.

(c) On the request of any six members of the SFRR International Committee, the Secretary-General of SFRRI shall at any time summon a meeting of the SFRR International Committee within three months.

(d) Minutes of the Biennial Business Meeting and Biennial General Assembly shall be recorded, including business transactions at such meetings. The Secretary-General of SFRRI shall circulate via email all such minutes within the members of the SFRR International Committee who attended the respective meeting for corrections to be received by the Secretary-General no later than 14 days after circulation. All such corrected minutes shall then be signed by the President/Chair of such meetings, serving as sufficient evidence without any further proof of the facts therein stated. The Secretary-General of SFRRI shall send the signed corrected minutes to the Regional SFRR Member Societies and make relevant information contained in the minutes accessible to all SFRRI members via the SFRRI website.

(e) All actions conducted by any meetings of the members of the SFRRI Executive and the SFRR International Committee or by any person acting as a member of the International Committee are in good faith. Should it be discovered afterwards that there is some inconsistency in the appointment of any such member of the International Committee or person acting as aforesaid, or that they or any of them were disqualified, their actions would be deemed as valid.

14. Accounts

(a) SFRRI shall cause proper records to be kept with respect to, (i) all sums of money received and expended by SFRRI, (ii) all sales and purchases by SFRRI and (iii) all assets and liabilities of SFRRI.

(b) At each Biennial General Assembly, the SFRR International Committee shall present to the members of SFRRI an account of income and expenditure since the last Biennial General Assembly.

(d) Banking account(s) shall be held in the name of SFRRI, and all payments/transfer shall be authorised by the Treasurer or President or other member of the SFRRI Executive Committee.

15. Amendment to Constitution

Ta) The SFRRI Executive Committee in liaison with Regional SFRR Member Societies may make recommendations to alter, amend or add to these Byelaws by resolution passed at any meeting by a majority of not less than two-thirds of the members present and voting subject to the approval at the next Biennial General Assembly except that no such alteration, amendment or addition may be made to the objectives of SFRRI without the consent of the Charity Commission of England and Wales and no such alteration, amendment or consent shall be valid as it would result in SFRRI ceasing to be an English charity.

(b) Members unable to attend the Biennial General Assembly at which such resolution is voted on may vote on such resolution by email to the SFRRI Secretary-General and all votes received this way by the SFRR International Committee not later than two hours before the time of the meeting shall be added to those cast personally at the meeting. In any case, two thirds of the total votes cast by email and personally must affirm the amendmen(.

16. Application of Income and Property

The income and property of SFRRI shall be applied solely towards the promotion of its objectives. No part shall be paid or transferred directly or indirectly to its members including the members of the Executive Committees of SFRRI and the Regional SFRR Member Societies except in the case of members pursuant to such objectives or except in the case of members for payment in good faith for relevant activities.

(a) Of reasonable and proper out of pocket expenses (including hotel and travel cost(s)) incurred in the performance of relevant duties. This would not normally include attending a conference or SFRRI International Committee Meeting only.

(b) Of interest at a reasonable rate on money lent to SFRRI.

(d) To any company in which any SFRRI Executive Committee member has no more than 1% holding.

17. Winding Up

SFRRI may only be dissolved by resolution at a General Assembly approved by seventy-five per cent of the members present and voting; email votes shall be allowed. In the event of winding up, the assets of SFRRI after payment of all debts and liabilities shall be distributed in accordance with the objectives of SFRRI to the Regional SFRR Member Societies in proportion reflecting their respective membership numbers. If at the time of winding up SFRRI, the Regional SFRR Member Societies no longer exist, the assets of SFRRI after payment of all debts and liabilities shall be distributed in accordance with such charitable purposes as the SFRRI Executive Committee shall decide.

Pre-circulated to Regional SFRR Society Executives March 12, 2025

Approved by General Assembly held at 22nd SFRRI Biennial Meeting in Galway, Ireland June 5, 2025