updated January 2026
1.1. Articles of Incorporation. This Corporation shall be known as the Tear Film & Ocular Surface Society, Inc., hereinafter referred to as TFOS. The specific purpose of this Corporation is to advance the research, literacy and educational aspects of the scientific field of the tear film and ocular surface. These By-Laws, the powers of the Corporation and its Directors and Officers, and all matters concerning the conduct and regulation of the affairs of the Corporation shall be subject to such provisions as are set forth in the Articles of Incorporation as in effect.
1.2. Location. The principal office of the Corporation in the Commonwealth of Massachusetts is located at 53 State Street, Suite 500, Boston, MA 02109 USA. The Board of Directors may change the location of the principal office at any time.
1.3. Corporate Seal. The Board of Directors may adopt and alter the seal of the Corporation.
1.4. Fiscal Year. The fiscal year of the Corporation shall end on June 30 in each year.
2.1. Meetings. Scientific and business meetings of TFOS may be called by the Board of Directors for the times and places that it may designate.
2.2. Place of Meetings. All meetings shall be held at such place within or outside the United States or online as decided by the Board of Directors.
3.1. Powers. The affairs of the Corporation shall be managed by the Board of Directors who shall have and may exercise all the powers of the Corporation to the full extent provided by law, the Articles of Incorporation or these By-laws. The Board of Directors shall have all power and responsibility conferred upon a board of directors of a nonprofit corporation by California Code - Division 2: NONPROFIT
CORPORATION LAW, as now or hereafter amended, except as those powers or responsibilities may be limited by the Articles of Incorporation or these By-laws. The Board of Directors shall have the final responsibility and authority for all actions and policies that are recommended by any and all of its advisory councils, standing and special committees, and representatives to professional and governmental organizations, agents, and employees; and no action or policy shall be action or policy of TFOS unless and until it is adopted, ratified, or approved by the Board of Directors.
3.2. Number and Term. The Board of Directors shall consist of at least (7) directors, including the Executive Director ex officio. Each Director shall hold office for a term of three (3) years until their successor is elected and qualified, or until they sooner die, resign, are removed or become disqualified and there shall be no limitation on the number of terms a director can serve. Each Director shall have one vote.
3.3. Election.
a) Nomination of Directors. The Board of Directors will issue an open call for nominations for Board seats whose term is expiring at the end of the following year. Board Nominees must have a minimum of 10 publications on the tear film or ocular surface published in a peer reviewed journal in the last 5 years and demonstrate active involvement in the field.
(b) Election of Directors. The Board of Directors shall vote to elect the Successor Directors. The nominees who receive the highest number of votes shall be elected to serve as the Successor Directors. To maintain historical knowledge, a minimum of 2 Board of Directors positions should be reappointed.
(c) Director Ballots. For the election, the Secretary shall prepare an electronic voting ballot containing the nominations, and shall e-mail one ballot to the Directors. Each Director shall have one week to vote online. The total number of online votes shall be counted and the Successor Directors shall be announced with one week of the vote.
3.4. Committees. The Directors may, by vote of a majority of the Directors then in office, elect or appoint one or more committees, each consisting of one (1) or more Directors, and delegate to any such committee any powers of the Board of Directors, except those which by law, by the Articles of Incorporation or by these By-laws they are prohibited from delegating. Unless the Board of Directors otherwise designates, committees shall conduct their affairs as nearly as may be in the same manner as is provided in these By-laws for the Board of Directors. The Members of any committee shall remain in office at the pleasure of the Board of Directors. Each committee so designated may make, alter and repeal rules of procedure for the conduct of its business. At any meeting, a majority of the
committee members shall constitute a quorum. When a quorum is present at any meeting, a majority of the committee Members present and voting shall decide any question. The committee shall keep minutes of its proceedings which shall be kept with the books and records of the corporation.
3.5. Annual Meeting. The annual meeting of the Board of Directors shall be held each year at a time and place to be determined by the Board of Directors. The Activity of the Board members will be presented (number of Board of Director meetings attended and engagement with action points)
3.6. Other Meetings. Other meetings of the Board of Directors may be held at any time and at any place when called by the Chairperson of the Board of Directors or by two or more directors. They should occur at least once every four months.
3.7. Notice of Meetings. Notice of the time and place of each meeting of the Board of Directors shall be circulated by e-mail at least fourteen (14) days before the meeting. The meeting may be in-person, online or in hybrid format. The notice need not specify the purposes of the meeting, unless otherwise required by law, the Articles of Incorporation or these By-laws.
3.8. Quorum. At any meeting of the Board of Directors a majority of the directors then in office shall constitute a quorum When a quorum is present at any meeting, a majority of the Directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Incorporation, or these By-laws. If the meeting is not quorate, the decisions of the meeting may be ratified by non-attending Board Directors to reach a quorum level.
3.9. Action by Writing. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.
3.10. Vote of Interested Directors. A Director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which the Corporation contemplates contracting or transacting business shall disclose his or her relationship or interest to the other Directors acting upon or in reference to such contract or transaction. No Director so interested shall vote on such contract or transaction, but he or she may be counted for purposes of determining a quorum. The affirmative vote of a majority of the disinterested directors shall be required before the Corporation may enter into such contract or transaction.
4.1. Duties. The Board of Directors shall be responsible for the general management and supervision of the business and affairs of the Corporation, the articles of organization or these by-laws.
4.2. Number and Qualification. The officers of the Corporation shall be a Chairperson, Treasurer, Secretary, Ambassador Director and such other officers, if any, as the Board of Directors may determine. The Corporation may also have such agents, if any, as the Board of Directors may appoint. An officer needs to be a Director. A person may hold more than one office at the same time except that no person serving as the Secretary, the Treasurer, or Ambassador Director may serve concurrently as the Chairperson. The Chairperson shall preside at all meetings of the Board of Directors.
4.3. Executive Director: The Corporation may hire an Executive Director, whose compensation shall be set by the Board of Directors, to run the day-to-day operations of the Corporation. The Executive Director shall be a Voting member of the Board of Directors. The Executive Director shall not be able to serve as the Chairperson of the Board of Directors.
4.4. Election. The Chairperson shall be elected by, shall report to and shall serve at the pleasure of the Board of Directors for a one-year term (renewable) or until his earlier incapacity, resignation or removal. The Treasurer, Secretary and Ambassador Director shall also be elected for one-year terms (renewable) by the Directors at their annual meeting. Other officers, if any, may be elected by the Board of Directors at any time.
4.5. Chairperson. The Chairperson shall be the Chief Executive Officer of the Corporation and as such shall have charge of the affairs of the Corporation subject to the supervision of the Board of Directors and shall preside at all meetings at which he or she is present. The Chairperson shall also have such other powers and duties as customarily belong to the office of Chairperson or as may be designated from time to time by the Board of Directors.
4.6. Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. They shall oversee its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and they shall keep full and accurate records thereof.
4.7. Secretary. The Secretary shall keep digital records of all proceedings of the Board of Directors. Copies of these records shall be kept in an online secure digital store, accessible by each of the Board of Directors. If the Secretary is absent from any meeting of directors, a temporary secretary chosen at the meeting shall exercise the duties of the secretary at the meeting.
4.8. Ambassador Director. The Ambassador Director shall be responsible for maintaining an active global Ambassador program. He or she will gather and appraise annual reports from each Ambassador on their activities and make recommendations to the Board of Directors when ambassadors should be appointed and replaced. Up to three ambassadors in any country can be appointed to cover professional and regional differences.
4.9. Sponsors, Benefactors, Contributors, Advisors, Friends of the Corporation. Persons or groups of persons designated by the Board as sponsors, benefactors, contributors, advisors or friends of the Corporation or such other title as the Board deems appropriate shall, except as the Board shall otherwise determine, serve in an honorary capacity.
5.1. Resignations. Any Director or officer may resign at any time by delivering their resignation in writing to the Chairperson of the Board, the Executive Director or the Secretary. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
5.2. Removals. A Director or Officer may be removed with or without cause by two- thirds vote of the remaining Board of Directors then in office. A Director or Officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove them.
5.3. Vacancies. Any vacancy in the Board of Directors, including a vacancy resulting from the enlargement of the Board, may be filled by the Board of Directors by vote of a majority of the Directors then in office. The Board of Directors shall elect a successor if the office of the Chairperson, Treasurer, Secretary or Ambassador Director becomes vacant and may elect a Successor if any other office becomes vacant. Each such Successor shall hold office for the unexpired term and in the case of the Executive Director, Treasurer, Secretary and Ambassador Director until their Successor is chosen and qualified, or in each case until s/he sooner dies, resigns, is removed or becomes disqualified. The Board of Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
6.1. Compensation. Other than the Executive Director, who shall be an employee of the Corporation, no Director shall be entitled to any salary, compensation or other payment for services rendered as a Director of the Corporation, but may be reimbursed by the Corporation for his or her reasonable out-of-pocket expenses, if any, of attendance at each meeting of the Board of Directors.
6.2. No Personal Liability. The Directors and Officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
6.3. Indemnification. The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a Director or officer of the Corporation or of any of its subsidiaries, or who at the request of the Corporation may serve or at any time has served as a Director, officer or Director of, or in a similar capacity with, another organization, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the Corporation or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the Corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Section, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
6.4. A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she had a fiduciary duty.
7.1. These By-laws may be altered, amended or repealed, and new by-laws may be made, by the affirmative vote of a majority of the Directors present at any regular or special meeting of the Board of Directors at which a quorum is present
