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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 |
