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Bylaws
 
article i � NAME AND OBJECTlVES | article vi � MEETlNGS AND VOTlNG
article ii � MEMBERSHIP AND DUES | article vii � AMENDMENTS
article iii � BOARD OF DIRECTORS | article viii � PROCEDURE
article iv � OFFlCERS | article ix � MlSCELLANEOUS
article v � COMMlTTEES | article x � REPEAL OF PRlOR BYLAWS


Article I � Name and Objectives

This corporation shall be named the Association for Gnotobiotics, Inc. The objectives of the Association shall be:

a) to foster and encourage research and technology in the field of gnotobiotics;

b) to disseminate information relative to gnotobiotics;

c) to promote unity and effectiveness of effort among those concerned with gnotobiology and its applications;

d) to cooperate with local, national, and international organizations concerned with gnotobiotics and other biological sciences; and

e) to hold and sponsor scientific meetings to expedite the aforementioned objectives.


Article II � Membership and Dues

Section 1. � Classes of Membership.

Membership shall be composed of active members, student members, emeritus members, and institutional members. Application for membership shall be made to the Executive Secretary. The list of new members shall be presented to the Board of Directors at the next Board meeting.

Section 2. � Active Members.

Any person interested in gnotobiotics shall be eligible for election to active membership. Only active members may vote and hold office.

Section 3. � Student Members.

Any person who is a graduate or undergraduate student, and is so endorsed each year by a faculty advisor, shall be eligible for election to student membership. Student members may become active members if they so desire.

Section 4. � Emeritus Members.

Any person who has been an active member for twelve (12) years and who is in good standing at retirement shall be eligible for election to emeritus membership. Emeritus members shall be exempt from payment of dues and assessments.

Section 5. � Institutional Members.

Any business organization or corporation interested in advancing the objectives of the Association shall be eligible for election to institutional membership. An institutional member is entitled to two (2) active memberships, two (2) registrations at the annual meeting (exclusive of banquet and activity tickets), and the opportunity to exhibit at the annual meeting.

Section 6. � Annual Dues.

Annual dues for each class of membership shall be established by majority vote of those members present at the Board of Directors meeting, a quorum being present, subject to approval by majority vote of the members present at the annual business meeting. A majority vote, when used in these bylaws, means a majority (one half plus one) of the votes cast, ignoring blanks, at a legal meeting, a quorum being present. Failure to pay annual dues for three consecutive years shall be cause for removal from the membership roll.

Article III � Board of Directors

Section 1.

The business and activities of the Association shall be managed by an elected Board of Directors. This Board shall consist of fourteen (14) members, including the President and immediate Past President. Candidates from the active membership shall be nominated annually by the Board at the summer meeting and shall be elected by the active membership. Each Board member shall begin his term at the fall Board meeting and shall serve a single term of four (4) years, may not serve two (2) consecutive terms, and may not be a candidate for further terms until at least four (4) years have elapsed since completion of term. The members of the Board shall be divided into four (4) classes of three (3) members. Each class of three (3) members shall be elected annually. The President and the Vice-President shall be chosen from among the twelve (12) elected Board members. When a Board member is elected President, the unexpired term as a member of the Board, shall be filled by the individual who received the fourth highest number of votes in the preceding election for Board members. If the term served is two years or less, this individual shall be exempt from the rule prohibiting two (2) consecutive terms and requiring a four (4) year lapse between terms. The retiring President shall continue as a member of the Board for one more year as the immediate Past President. Chairpersons of standing or ad hoc committees who are not elected members of the Board shall be ex-officio Board members with nonvoting status.

Section 2.

Fifty percent (50%) of the fourteen (14) voting members of the Board, i.e., seven (7), shall constitute a quorum in order to transact business. When, at the discretion of the President, the Board transacts business by mail, three-quarters (3/4) of the voting members of the Board shall constitute a quorum, provided a reasonable time is allowed for the participation of the Board members in the business under consideration.

Section 3.

Vacancies occurring in any office or in the Board shall be filled by appointment until the next succeeding annual election by the affirmative vote of a majority of the Board members then in office.

Section 4.

The Board shall:

a) determine specific issues of general policy upon which the entire membership may be polled;

b) establish the dues of the Association;

c) meet during the regular annual meeting of the Association. Special meetings may be called by the President or upon request by a majority of the Board members as business dictates.

Section 5.

Written notice of the time and place of a Board meeting and the agenda for the meeting shall be sent to each member of the Board not less than fourteen (14) days before the meeting at the direction of the President.

Article IV � Officers

Section 1.

The officers of the Association shall be President, Vice-President, Executive Secretary and such other officers as may be provided for by action of the Board of Directors. The President and Vice-President shall be elected annually from the Board to serve for a single term of one (1) year, and may not serve two (2) consecutive terms. The Executive Secretary shall be appointed by the President with the approval of a majority of the Board members present at the meeting, and shall have a nonvoting status. The Vice-President shall be designated the President-Elect of the Association, and shall assume the presidency at the termination of the President's term of office. Should the post of President become vacant for any cause, the Vice-President shall assume the post of President and serve the remainder of the term as Acting President, and shall be eligible to be elected President by the Board. A vacancy in the office of Vice President or Executive Secretary shall be filled with the advice and consent of a majority of the Board.

Section 2. � President.

The President shall be the principal executive officer of the Association and the Board, and shall perform such duties as custom and parliamentay procedure may require. The President shall appoint all committees, and shall be an ex-officio member of all committees. It shall be the President's responsibility to promote the achievements of gnotobiotics and to foster harmonious relationships throughout the membership. All appropriate correspondence, news releases, etc., shall be in the name of the President or by the Executive Secretary with the President's approval.

Section 3. � Vice-President.

The Vice-President shall preside in the absence of the President, and when so acting shall have all the powers of and be subject to all the restrictions of the presidency. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board.

Section 4. � Executive Secretary.

The Executive Secretary shall record the minutes of meetings of the Association and of the Board, and care for all records, papers, and documents belonging to the Association. The Executive Secretary shall receive applications for membership, collect dues as fixed by the Board, shall be responsible for the safe-keeping and disbursement of funds, shall keep account and receive all dues and monies belonging to the Association, and shall pay out the same on order of the President. The Executive Secretary shall notify each member of the Association as to the time and place of the annual meeting, and each member of the Board regarding time and place of Board meetings, and shall compile and keep current the official list of the members of the Association, noting the correct name and address of each, and shall send a copy of the Bylaws to each member of the Association.

Article V � Committees

Section 1.

The President shall be entitled to create such committees as may be deemed to be in the best interests of the Association, and shall appoint chairpersons of these committees to serve coincident with one Presidential term.

Section 2.

Liaison Representatives. The President shall appoint a member or members to act in a liaison capacity between the Association and any other association as the circumstances demand. This appointment shall be mutually agreeable to both organizations. The Liaison Representative shall report to the President.

Article VI � Meetings and Voting

Section 1.

The annual meeting of the Association shall be held at a time and place determined by the Board. Special meetings may be held as the Board may determine necessary. The agenda for meetings of the Association shall be the reading of the minutes of the previous meeting, consideration of reports of committees, old business, and new business.

Section 2.

Each active member of the Association shall have the right to vote on any question to be considered at the annual business meeting of the Association. A majority of the members present at the annual business meeting shall decide any question put before the meeting.

Article VII � Amendments

Amendments to the Articles of Incorporation and to the Bylaws may be proposed and submitted to the Executive Secretary in writing by a member of the Board or by a petition signed by ten (10) active members of the Association. The proposed amendment shall be mailed to each Board member not less than fourteen (14) days prior to the meeting of the Board at which the amendment is to be considered. A majority vote of the Board members present at the meeting shall be required for submission to the general membership for approval by mail or at the next annual meeting. A two-thirds (2/3) vote of the membership casting ballots shall be required for adoption of a proposed amendment. An amendment shall become effective immediately upon adoption unless a later time is designated.


Article VIII � Procedure

Procedure and other items not specificed in the Articles of Incorporation or in the Bylaws or by action of the Board shall be in accordance with "Robert's Rules of Order Revised."


Article IX � Miscellaneous

Section 1.

The principal office of the Association shall be located in the State of Wisconsin, County of Dane, City of Madison. The Association may have such other offices, either within or without the State of Wisconsin as the Board may designate or as the business of the Association may require from time to time. The registered office of the Association required by Chapter 181 of the Wisconsin Statutes to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered offices may be changed from time to time by the Board.

Section 2.

No part of the assets of the Association shall inure to the benefit of, or be distributable to, its members, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I hereof,

Section 3.

No substantial part of the activities of the Association shall be the verbal or written distribution of propaganda, or other attempts to influence legislation, and the Association shall not participate in or intevene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 4.

The Association is not responsible for statements and opinions advanced by individuals in papers or discussions at its meetings.

Section 5.

Notwithstanding any other provision of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on

(a) by a corporation exempt from Federal income tax under Section 501 (c) (6) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), or

(b) by corporation contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

Section 6.

Upon the dissolution of the corporation the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations, organized and operated under 501 (c) (6) or 501 (c) (3) of the Internal Revenue code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

Article X � Repeal of Prior Bylaws

Upon adoption of these Bylaws all previous Bylaws are hereby repealed. Approved and passed by the Board of Directors on October 14, 1979. Approved and passed by the Membership on July 10, 1980. Adopted on July 10, 1980.
The Assocation for Gnotobiotics,lnc.

By :

Yoon B. Kim, M.D., Ph.D. - PRESIDENT

Attest:

Patricia M. Bealmear, Ph.D. - EXECUTIVE SECRETARY