The Skin Research Group of Canada (SRGC)

1.General aspects

1.1. Mission Statement

Skin Research Group of Canada (SRGC) is a society represented by a consortium of new and established investigators across Canada working in basic and clinical research on skin health and skin diseases. SRGC is a non-profit organization dedicated to promoting basic and clinical science related to skin biology and health, and to facilitating exchange of information relevant to skin sciences between basic scientists and clinicians in Canada and worldwide.

1.2. Objectives

  • Hold one annual scientific meeting, “Skin Research Group of Canada Annual Conference”
  • Promote effective communication among SRGC members
  • Support trainees and young investigators to become successful researchers in the field of skin research.
  • Develop educational programs to students, researchers and to the general public to promote skin health and wellness.
  • Provide a forum for showcasing research by young investigators in the field.
  • Provide a forum for fostering participation of skin patients’ alliance groups.
  • Contribute to a high-quality peer reviewed journal focussed on skin research.

1.3. Activities

1.3.1. Research and Clinical Practice

  • Encourage young investigators at the undergraduate, graduate and postgraduate level by giving them the opportunity to present at the SRGC annual conference.
  • Stimulate interaction and collaborations between basic scientists and clinical practitioners.
  • As funding permits, provide travel fellowships for young investigators to attend the SRGC annual conference.
  • At the discretion of the board of directors, invite investigators from skin or other related research areas to speak at the SRGC annual conference.
  • If funding permits, hold a variety of educational forums/lectures for researchers, trainees and general public on various aspects of skin diseases, and to promote skin health, disease awareness and wellness.

1.3.2. Collaborations

  • Identify and form affiliations with individuals, associations/societies with interests matching those of the SRGC.
  • Develop partnerships with other societies/associations to hold joint meetings.
  • Develop and facilitate interactions with industry.
  • Explore possibilities to obtain national and international research grants in all fields of skin research.
  • Create directory of research interests of all members of SRGC.
  • Provide information and news updates to SRGC membership regarding SRGC activities, and opportunities for grants, fellowships, and scholarships (e.g., through the SRGC website, Newsletters or other.)
  • Identify sources of funding to provide SRGC members with research fellowships, travel grants, scholarships to promote high quality research.

1.4. Membership

1.4.1. Regular membership

Regular membership is open to independent investigators directly engaged in skin research in Canadian academic institutions or in Canadian industry/pharmaceutical companies. Regular members shall pay annual dues, have full voting rights and can be elected to serve on the Executive Board, except that those employed by the industry are not eligible to be the president. Any independent investigator who is qualified and interested in becoming a member of the Society shall complete and submit an application form (available at the SRGC website) to the designated agent and will become a member of the Society upon approbation by the Board of Directors or the Membership Committee and the payment of the required dues.

1.4.2. Associate membership

Associate membership is open to all interested Canadian Scientists who do not meet the requirements for regular membership, including Research Associates and Research Assistants and non-Canadian scientists in the field of skin research.  Associate members shall be required to pay regular dues, except that Research Associates and Research Assistants pay the same dues as Trainee members. Associate Members are entitled to all membership privileges, except that they shall not have the right to vote nor be eligible to hold office.


1.4.3. Honorary membership

Honorary members shall not be required to pay annual dues and shall be entitled to all membership privileges, except that they shall not have the right to vote nor be eligible to hold office.

1.4.4. Trainee membership

Trainee membership is open to trainees enrolled in a recognized academic (B.S., M.Sc., Ph.D., M.D., DVM, BEng., MEng. or equivalent) training program in Canada or abroad, and also includes medical and surgical residents and post-doctoral fellows.  Trainee members do not have the right to vote nor are eligible to hold office.

1.4.5. Dues

Dues shall be fixed by the Board of Directors on an annual basis. Fees will be collected at registration for the annual conference and membership will be valid for one year until the next annual conference.

  • Regular members (academic) and Associate members (academic) shall pay the same membership fee (currently $50).
  • Regular and Associate members employed by industry shall pay a membership fee of twice as that of academic members (currently $100).
  • Trainee members (students, residents, post-doctoral fellows), and Associate members who are Research Associates or Assistants) shall pay reduced membership fee of half as that of regular academic members (currently $25).
    • 4.6 Termination of membership
    • A member's membership in a society terminates when
  • The member's term of membership expires,
  • The member resigns,
  • The member is expelled in accordance with the bylaws.
  • Other ??
    • The rights of a person as a member of a society, including any access to the society information, cease to exist when the person's membership in the society terminates.

2.SRGC Board of Directors

2.1 Composition of the Board

  • The Board typically consists of up to11 voting members with a minimum of 8 (70%) PhD or M.D., Ph.D. scientists as the SRGC is primarily targeted to basic science researchers.
  • All Board Members must be Regular members of the Society.
  • The duration of an appointment in a specific capacity/position as Board Member is three years with no possibility of extension directly after the end of a specific mandate.
  • SRGC conference co-chairs(s) will become Board Member(s), ideally one year in advance of the respective meeting.
  • The Board retains the right to co-opt additional members as appropriate and as approved following a discussion at a formal Board meeting.
  • One trainee can be invited to the board in an advisory capacity for the duration of one year with no extension possible directly after the end of a specific mandate.

2.2 Board Member/Officer Fiduciary duties

  • Each board member/officer is responsible to act honestly, in good faith and in the best interest of the Skin Research Group of Canada and in doing, to support the society in fulfilling its mission and discharging its accountabilities.
  • Each board member/officer shall apply the level of skill and judgment that may be expected reasonably of a person with his or her knowledge and experience.
  • All board members/officers shall disclose their financial and professional conflicts of interests and update them at least once per year.  

2.3 Accountability

  • The board member/officer is not solely accountable to any special group or interest, and shall only make decisions that are in the best interest of the society, as a whole.
  • Each board member/officer should have the knowledge of the stakeholders to whom the society is accountable and shall appropriately consider the interest of such stakeholders when deciding as a board member/officer, but shall not prefer the interest of any group if to do so would not be in the interest of the society as a whole.
  • All board members, including officers, cannot use the titles of their board position to promote industry events or products.

2.4. Election of the Officers of the Board (Executive Board Members)

The Executive Board members of SRGC shall be a president, a president elect, a vice president, a secretary, a treasurer, and an immediate past president.

2.4.1. President

  • To be elected by the Board, serves for a two-year term, no extension or renewal. The president shall serve as the chair of the board of directors, and as the director of the society, and have prior experience on the Board.

2.4.2 President Elect

  • To be elected by the Board, serves for a two-year term, no extension or renewal. The president Elect shall serve as the vice-chair of the board of directors, and have prior experience on the Board.

2.4.3. Vice President

  • To be elected by the Board, serves for a two-year term, will follow President Elect. Prior experience in the Board is a requirement.

2.4.4. Past President

  • Serves for a two-year term, no extension or renewal.

2.4.5. Secretary

  • To be elected by the Board, serves for one term of 3 years. Mandate (responsibilities) should be evaluated by the Board every year. No extension or renewal directly after the end of a specific mandate.

2.4.6. Treasurer

  • To be elected by the Board, serves for one term of 3 years. Mandate (responsibilities) should be evaluated by the Board every year. No extension or renewal directly after the end of a specific mandate.

2.5. Election of Regional Directors as Members of the Board

Up to a maximum of 6 regional directors representing different regions of Canada to be nominated by the Board and elected by the regular voting members of the society.

2.6.  Representation

  • The president acts as the official spokesperson of the Skin Research Group of Canada Board of Directors, representing the Board on its policies and positions.
  • The president represents the Skin Research Group of Canada in the community and to its various stakeholders.
  • The president reports on behalf of the Skin Research Group of Canada Board members/officers at each annual general meeting.
  • The president represents the Skin Research Group of Canada Board at participating events, as required.
  • The president represents the Skin Research Group of Canada Board of Directors in dealings with government and regulatory authorities.


2.7. Management of Society by the Board of Directors:


  • General Powers: The management of all day-to-day operations and fiscal management of the Society shall be vested in a Board of Directors.
  • Number, Nominations, Elections and Term.
  • The number of elected Directors of the Society shall consist of not less than nine (9) or more than twelve (12) Directors.
  • Prior to each annual meeting, the Active Members shall elect Regional Directors of the Society. All voting shall be done by either mail ballot or electronic ballot and shall be completed prior to the Annual Meeting of the Board.
  • The term of a Director shall be three (3) years. A Director will assume his/her duties at the end of the next regularly scheduled Board of Director annual meeting.
  • Members-at-Large: The President may appoint up to two members-at-large to represent the interests of the membership. The members-at-large shall be invited to attend the Board meeting but they shall not have voting rights. The term shall be one year.
  • Regular meetings. The annual meeting of the Board of Directors shall be held in close proximity to the annual meeting of members, typically during the annual conference of the Society. Additional regular meetings of the Board of Directors may be held at such times and places as may be fixed by resolution of the Board without notice other than such resolution or upon call of the President subject to advance notification of the Board of Directors. When appropriate, Committee chairs shall be invited to attend the Board meeting but they shall not have voting rights.
  • Special Meetings and Notices. Special meetings of the Board of Directors may be held at such times and places as may be fixed by resolution of the Board, or upon the call of the President or will be called by the Secretary upon written request by at least three (3) Directors. Special meetings can be held electronically/teleconference. Notice of any such special meeting shall be given to each director at least ninety-six (96) hours before the meeting at the director's residence or business address or by delivering such notice to the director or by telephone or email at least ninety-six (96) hours before the meeting. Any such notice shall contain the time, place, and purpose of the meeting. Meetings may be held without notice if all of the directors are present or those not present waive notice before or after the meeting.
  • Participation by members. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of a teleconference or similar communications by means of which all persons participating in the meetings can hear each other, and participation in a meeting shall constitute the presence in person at such meeting.
  • Quorum at Board Meetings. A quorum at all meetings of the Board of Directors shall consist of seven (7) members of the Board, three (3) of whom must be officers. If less than a quorum is present at a meeting, a majority of those present may postpone the meeting to a subsequent date without any further notice to any of the directors or the resolutions shall be voted on by electronic ballot. A quorum shall be necessary at such subsequent meeting for all purposes except, as noted below, for the filing of vacancies on the Board.
  • Action of the Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
  • Action without a Meeting. Any action which could be taken by the Directors in a meeting may be taken by electronic voting which is received by the Secretary or designee.
  • Removal and Vacancies. The Board of Directors may remove any director, with cause, and fill the vacancy. A director may be removed by a vote of a two-thirds (2/3) majority of the Board of Directors but only at a meeting called at least in part for the purpose of removing the Director and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the Director. Any vacancy arising among the Directors including vacancies created by a decrease in the number of the Directors occurring between the annual meetings of members shall be filled by the remaining members of the Board of Directors.
  • Compensation. Directors shall not receive any stated salary for their services as Directors or as members of committees. Nothing herein contains construed to preclude any Director from serving the Society in any other capacity as an officer, employee or otherwise, and receiving compensation thereof.

2.8. Administration

2.8.1. Business office (Run by the President with a Co-ordinator working in a part time capacity)

  • A Co-ordinator as approved by the Board will work in a part-time capacity to co-ordinate and assist the President and the Board in running the business office
  • Updating and maintaining the SRGC website with respect to information on memberships, attendance, past, present and future meetings
  • Maintaining records and documents of applications for funding/sponsoring for the SRGC.
  • Identify key contacts in commercial entities that might support the SRGC.
  • Provide timely information and updates on SRGC activities, news, funding opportunities and other news of interest to SRGC membership

2.8.2. Meetings of Members (General Assembly)

The annual meeting of the members of the Society shall be held at a time and place as determined by the Board of Directors, typically during the Annual conference of the Society.

2.8.3. Notice

Written or printed notice of the date, time, place and purpose of any meeting of members shall be delivered by electronic or mailed notice to each member entitled to vote at such meeting no less than ten (10) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.

2.8.4. Informal Action by Members

Any action required to be taken at a meeting of the members of the society, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all or quorum (60 % of the members entitled to vote) with respect to the subject matter thereof.

2.8.5. Special Meetings

Special meetings of the members may be called either by the Board of Directors or by not less than one-half of the members having voting rights. Special meetings may be held teleconference or videoconferences.

2.8.6. Proxies

At any meetings of members, a member entitled to vote may vote by proxy executed in writing by the member or his/her duly authorized attorney-in-fact. A proxy shall become effective when received by the Secretary of the Society or other officer authorized to tabulate votes, and will be valid for not more than 6 months unless provided for in the proxy.

2.8.7. Quorum

The Regular Members in attendance at an announced meeting of members shall constitute a quorum for the conduct of business so long as 50% or more of those in attendance are not Officers or Directors of the Society. Voting on certain matter may also take place by written and/or electronic ballot, which will be distributed to all Regular Members. A majority of votes cast will be sufficient for the adoption of a matter.


3. Annual Conference SRGC

3.1 General aspects

The annual meeting of the members of the Society shall be held each year at such time and place as shall be designated by the Board of Directors. 

3.1.1 Conference Chairs

  • Conference Chairs (ideally one basic scientist and one clinician scientist) will be invited by the Board and announced at the General Assembly.
  • With more than two candidates, the Board will vote.
  • The conference chairs should serve on the Board at least for the year prior to hosting the Annual Meeting.
  • The conference chairs are not required to be a Board Member at the time of nomination but will automatically become Board Members.
  • At least two SRGC Board Members (excluding conference chairs who were not Board Members immediately before selection as conference chairs) must be on the conference scientific organizing committee to assure the interests of the SRGC.

3.1.2. Time and Duration

  • To be held during the 2rd quarter of each year, preferably in June.
  • At least 1.5 days, typically with a social event opening the meeting in the evening of the first day, and an Awards ceremony at the end of the meeting.
  • Joint meetings are encouraged with other common interest groups like the Canadian Dermatology Association (CDA), Canadian Connective Tissue Society (CCTC), or Canadian Society of Plastic Surgeons (CSPS).
  • Conflicts with other meetings and events such as Convocation ceremonies (May/June), Gordon Tissue Repair (June), Wound Healing Society (May), and CTCC should be avoided.

3.1.3. Location

  • To be confirmed at the General Assembly at least 1 year before the meeting.
  • Minimum criteria should include:
  • Room to accommodate the number of expected delegates.
  • Poster exhibition room
  • Commercial exhibition room (if applicable)
  • Opportunities for lunch and coffee breaks

3.1.4. Management

  • The Conference Chairs will receive assistance from the SRGC co-ordinator to organize the meeting. However, they may also use their own institutional assistance when available.
  • It is advised that insurance coverage is taken to cover unexpected external events which could lead to cancellation of the meeting, in consultation with the Board.
  • An amount of $5,000 will be loaned by the SRGC to the Conference Chairs to cover the initial costs. This amount is to be refunded to the SRGC before 31 December of the year during which the conference was held.
  • A surplus for the Society should be the aim to cover the expenses of the business office tasks and the salary of a part-time administrative co-ordinator. Any financial agreement between the conference organizer and external agencies which may include other professional societies must be discussed and agreed upon at the Board Meeting.

3.1.5 Program

  • The SRGC is a meeting primarily targeted to basic and translational researchers and trainees with ample opportunities for young researchers to present.
  • The Scientific Committee membership for the SRGC Annual Conference should be approved by the SRGC board.
  • The Scientific Committee chaired by the Conference Chairs is responsible for establishing the conference program.
  • The Conference Chairs will establish the local organizing committee, as required.
  • The program should consist of a mixture of keynotes (usually 1-3), invited senior talks (~33%), talks from submitted abstracts (~67%), and poster sessions.
  • Oral presentations will be selected from submitted abstracts on the basis of scientific merit by the Scientific Committee and scientists selected by the Conference Chairs.
  • Ideally, all posters should be displayed during the entire meeting.

3.2 Conference Awards

3.2.1 Oral presentation prizes

  • Awards are being paid from the conference budget.
  • The Conference Chairs will establish a judging panel.
  • It is expected to award at least two prizes between $100-500 to individuals judged for the best oral presentation among selected abstracts. It is to the discretion of the congress organizers to hand out more prizes if the budget allows.
  • If possible, prizes should be given for the different categories (graduate, and post-doctoral levels) which should be made transparent for the judging panel.

3.2.2 Poster prizes

  • Awards are being paid from the conference budget.
  • The Conference Chair will establish a judging panel.
  • It is expected to have three prizes between $100-$300 to be awarded to the best posters presented at the meeting. It is to the discretion of the congress organizers to hand out more prizes if the budget allows.

3.2.3. Travel Awards

  • Travel awards are being paid from the conference budget. It is to the discretion of the congress organizers to offer Travel awards, and should be done as the budget allows. These are to be set to encourage participation of young researchers.

3.3. Conference Fees /Registration Fees

  • These fees are independent from membership fees (see section 1.4.5.), that are also required at the time of registration.
  • Fees for trainees (graduate students and post-doctoral fellows enrolled in academic institutions) are to be subsidised but should remain realistic (maximum of $150)
  • The fee for regular and associate members should be aimed at covering the true cost of attending the meeting (a maximum of $350).
  • The fee for non-members should be higher than the fee for members.
  • The fee for delegates from industry should be up to twice as that of regular (academic) fees.
  • Reduced fare for early registration should be offered.
  • Fee covers attendance to the meeting, the lunches and coffee breaks, the abstract book and the social events.
  • Banquet dinner can be arranged separately (separate subscription).

3.4. Accountability

3.4.1. General aspects

  • A draft financial plan, containing the main incomes and expenditures, should be presented at a preceding Board meeting (this can be a teleconference) six months before the SRGC annual meeting.
  • Companies should be invited to be sponsors of the SRGC with a suggested sponsoring amounts (bronze $1000, silver $3000, gold $5000 and Platinum $10,000). Sponsoring will include at least one free registration per level (2 registrations for silver level, 4 registrations for gold level and up to 10 registrations for platinum level of sponsorship) and a display booth starting at a silver level of sponsorship at the conference. For Platinum sponsors, the conference committee will recognize a specific section or a talk in a conference as being exclusively sponsored by the industry partner.
  • The Society expects meetings to have the best scientific outcomes and a financial gain or at least a break-even. It is the responsibility of the Conference Chairs to achieve this goal.
  • The financial plan for the meeting should be submitted to the Board and an approval for any change/ adaptation of the plan should be obtained from the Board.
  • The Conference Chairs should provide a full set of accounts before the end of the year (i.e. December 31) of the year in which the annual meeting took place. At this time the amount advanced by the SRGC must be reimbursed.
  • If the meeting generates profit, the amount should be transferred to the SRGC account.
  • The SRGC is encouraged to use the surplus funds to support travel awards of trainees in the next SRGC Annual Meeting.
  • It is the responsibility of the conference Co-Chairs to ensure that the meeting does not generate a negative balance. If such an unlikely scenario is foreseen, it is the Co-Chairs’ responsibility to inform the SRGC Board of Directors at least 6 months ahead of time.

 3.4.2. Payments by SRGC

  • By default, Board Members will arrange and pay their own travel, accommodation, and registration to the conference.

3.4.3. Payments by Conference Chairs

  • The Board Members will pay the annual membership fees. They will register themselves for the annual meeting of the SRGC and pay for the registration if they plan to attend the meeting. It is to the discretion of the Conference Chairs to waive registration or invite Board Members if they give a presentation, or reimburse the Board Members’ registration and attendance at social activities.
  • The Conference Chairs will reimburse expenses of the invited speakers. These will cover invited speakers’ registration, accommodation, social activities, and travel (1-person economy fare). The number of invited speakers should be limited but sufficient to guarantee a high scientific standard and should fit within the financial plan. The Conference Chairs can decide to limit the reimbursement of the fees of the invited speakers to a certain sum of money.

3.5. Timeline

CC= Conference Chairs, BO = Board, LOC = local organizing committee, SC = Scientific Committee

3.5.1. Year -2

  • Determine the location: BO proposes the location(s) to the General Assembly. If more than one location is proposed a vote will be taken at the General Assembly
  • Determine the approximate dates (CC and BO).
  • Search for a conference venue (CC).
  • Establish the local organization team (CC).

3.5.2. Year -1

  • Finalizing the venue and dates (CC and BO).
  • Finalize the local organizing committee (CC).
  • Establish the Scientific Committee (CC and BO).
  • Contact keynote and invited speakers (CC).
  • Preparation of a preliminary program (CC and SC).
  • Preparation of an e-flyer and e-poster announcing the meeting (CC and LOC).
  • Sending a first announcement (CC and LOC).
  • Presentation of venue and preliminary program at the general assembly (CC).

3.5.3. Year -6 months

  • Preparation of an action plan and draft budget (CC).
  • Presenting action plan and budget to the Board for approval (CC and BO).
  • Remind the Board Members to arrange their travels to obtain cheaper fares (BO).
  • Sending of second announcement.
  • Call for Abstracts with deadline for abstracts.
  • Deadline for inscription at cheaper fares.
  • Selection of abstracts (SC and CC).

3.5.4. Year -3 months

  • Finalisation of the program (CC, LOC and SC).

3.5.5. Meeting

  • Presentation of the current status (also financial aspects) to the Board.
  • Presentation of the current status (number of participants etc.) to the general assembly.

3.5.6. Year +6 months (within the same calendar year)

  • Closure of the accounts of the Conference (CC and LOC).
  • Sending the final financial report to the SRGC treasurer for review.
  • Present the final financial report to the Board.


4. Focus Meetings, Satellite Meetings and Integration of other Research Groups


  • To promote the Society between annual meetings.
  • To increase the profile and income to the Society.
  • Board approval is required before any meeting can proceed.
  • All members of the Society can suggest topics and location for such meetings.


5. Committees (need to add ethics committee)

5.1. Executive Committee

  • The Executive Committee shall consist of the President, President-Elect, Vice President, Immediate Past-President, Secretary, and Treasurer, with the President serving as the chair of the Executive Committee.

5.2. Nominating Committee

  • The Nominating Committee shall consist of the Vice President, President-Elect, President, immediate Past-President and up to two members-at-large who may not be board members. Members-at-large will serve for a three-year term. The Immediate Past-President shall serve as the chair of the committee.
  • The Nominating committee shall select nominees for consideration for election to replace the Directors whose terms are expiring at the next annual meeting or need to be filled due to vacancies arising due to other reasons. The names of the nominees approved by the Board and their short biographies will be made available via electronic format to the membership for the election of the Directors no later than thirty days prior to the General Assembly.

5.3. Organizational Memory/Advisory Committee

  • An advisory Committee consisting of 3 or 4 past executive board members (presidents or if not available, secretaries, treasurers) will act in an advisory role for the Board of Directors. No Restriction on extensions.
  • Advisory Committee members have no voting rights and will not be Board Members. They can be members of standing committees. The terms of service of the committee and committee members shall be defined and documented in the Policy and Procedure Manual of the Society.

5.4. Standing Committees 

  • The standing committees when formed shall have such powers as are delegated to them by the Board of Directors and shall report to and advise the Board on matters within their respective mandates.
  • The chair of the standing committees need not be a Director and can be nominated by the Nominating Committee and approved by the Board.
  • Policies and procedures of the Standing committees will be defined and documented in the Policy and Procedure Manual of the Society.
  • The terms of service of each committee and committee members shall be defined and documented in the Policy and Procedure Manual of the Society.
  • Scientific program Committee
  • Finance Committee
  • Membership Committee
  • Awards Committee
  • Industry Relations Committee
  • Website and Communications Committee
  • Education Committee

(Viii) Ethics and EDI (Equity, Diversity and Inclusion) Committee

5.5. Other Committees

  • The Board of Directors may create one or more other committees and appoint members of the Board of Directors to serve on them.
  • Each committee may have two or more members who serve with the oversight of the Board of Directors.
  • The Board of Directors shall specify the powers and authorities of the committees in the resolution creating the committee, and each committee shall from time to time, report to and advise the Board on matters within the area of responsibility.

5.6. Limitation on Powers of Committees

No committee shall have the power to

  • approve or recommend to the members action required by law to be approved by the members,
  • fill vacancies on the Board or any other committees,
  • amend the Articles of Incorporation,
  • adopt, amend or repeal the Bylaws, or
  • approve a plan of merger not requiring member approval.


6. Protection of Information and Electronic Documentation

  • Non-disclosure of membership or other fundraising lists.
  • Non-disclosure of members information other than what is available in public domain. Unless the individual consents otherwise or it is required that personal information can only be used or disclosed for the purposes for which it was collected.
  • Creation of accounts (email, social media or financial) independent of society using society credentials (name and logo) without approval by the BOD.