Section 1.01.

Registered Office. The registered office of the Organization in Minnesota shall be that set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or in a certificate prepared by the Council and filed with the Secretary of State of Minnesota changing the registered office.

Section 1.02.

Other Offices. The principal office of the Organization shall be located with the Secretary or as designated by the Council. The Organization may also have offices and places of business at such other places both within and without the State of Minnesota as the Council may from time to time determine or the business of the Organization may require.

Section 1.03

Purposes. The purposes of the Organization shall be, but are not limited to, the following:

(a) To promote interdisciplinary research on normal and atypical pigment cells in humans and atypical pigment cells in humans and other animals by investigators who are from the North, Central, and South Americas and who have expertise in the fields of biology, chemistry, medicine, physics and all other sciences;

(b) To encourage the exchange and dissemination of information regarding all aspects of pigmentation;

(c) To encourage and facilitate collaboration between investigators interested in the broad topic of pigmentation;

(d) To foster a journal which has as its principal object the publication of manuscripts reporting on pigment cell research as means to disseminate new information and to promote collaboration;

(e) To organize a meeting of the membership of the Organization at least every three years;

(f) To promote scientific interchange between members of this Organization and other regional and international pigment cell societies; and

(g) To provide consultation to the public on relevant issues of national and international importance.

Section 2.01.

Classes. There shall be two classes of membership: "Members" and "Honorary Members".

Section 2.02.

Qualifications of Members. Scientists who have a strong interest in the broad topic of pigment cells or pigmentation shall be eligible for general membership.

Section 2.03.

Election of Members. An individual shall become a member of the Organization with the sponsorship of one active member and upon full payment of the annual dues.

Section 2.04.

Rights of Members. Members in good standing who have paid their annual dues will have the right to vote as set forth herein at all meetings of members, to hold office, to place in nomination the names of individuals for office, to present papers at scientific meetings, and, if included in dues, to receive any journals sponsored by the Organization.

Section 2.05.

Dues. Dues shall be paid by all Members and the amounts will be determined by the Council. Unless otherwise provided by the Council, dues shall include fees for membership in the Organization, for payments for journals sponsored by the Organization, and for associated memberships in other pigment cell societies as determined by the Council with the approval of the General Assembly. Unless otherwise provided by the Council, dues shall be payable on September 1 of each year, and notice shall be given to members who have not paid by November 1. members who have not paid dues by December will be considered delinquent and not in good standing and will not be eligible to vote, hold office, place names in nomination, nor receive a journal sponsored by the Organization. Delinquent Members can be reinstated by payment of delinquent dues for such year and any prior years for which they wish to receive past issues of a Organization-sponsored journal.

Section 2.06.

Honorary Members. Distinguished scientists who have contributed to the accomplishment of the goals of the Organization or to the broad area of pigment cell research in an unique or outstanding way may be nominated by the Council for honorary membership, subject to the approval by the General Assembly. Honorary Members will not pay dues to the organization but will pay any subscription dues for journal or for membership in any other associated pigment cell societies. Honorary Members shall to have voting privileges.

Section 2.07.

Transferability of Membership. Unless otherwise provided by the Council, membership in the Organization shall not be transferable.

Section 2.08.

Withdrawal from Membership. Any Member or Honorary Member of the Organization may give written notice to the Organization of his desire to withdraw from membership. Unless a later date is stated therein, the notice shall be effective upon receipt by the Organization. A withdrawing member or Honorary Member shall not be entitled to any refund of dues or other fees paid in connection with membership in the Organization.

Section 3.01.

General Scientific Meetings. A General Scientific Meeting for the membership at large shall be organized at least every three years. The time and place of the General Scientific Meeting will be determined by the Council. The location of the meeting will be designated after consideration of the distribution of scientists in the three Americas, in the different nations, and in various regions within a given country.

Section 3.02.

Special Scientific Meetings. A Council will encourage member-sponsored special scientific conferences that coincide with other scientific assemblies at which Members of the Organization are frequently in attendance.

Section 3.03.

International Scientific Meetings. The Organization will encourage and support International Scientific Meetings for scientists dedicated to research on the broad topic of pigmentation.

Section 3.04.

Administrative Meetings of the General Assembly.

Section 3.05.

Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, any be called by the President or the Council.

Section 3.06.

Notice of Meetings. Notice of meetings of the General Assembly shall be in writing. Such notice shall state the place, date, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. A copy of such notice shall be wither delivered personally or mailed, postage prepaid, to each member of record entitled to vote at such meeting pursuant to Section 3.16 hereof not less than five (5) nor more than thirty (30) days before such meeting, excluding the day thereof. If mailed, it shall be directed to each Member at his address as it appears upon the records of the Organization, and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date that such notice is deposited in the mail for transmission to such Member. Personal delivery of any such notice to a corporation, an association, or a partnership shall be accomplished by personal delivery of such notice to any officer of a corporation or an association or to any member of a partnership.

Section 3.07.

Published Notice of Meetings. Notwithstanding Section 3.06 hereof, if the Organization has at least 300 members, the Council may elect to give notice of a regular or special meeting of the General Assembly by publication thereof in a newspaper of general circulation published in the county of the principal place of business of the Organization for three (3) successive weeks prior to the meeting date. such published notice shall contain the information set forth in Section 3.06 hereof.

Section 3.08.

Waiver of Notice. Notice of any meeting of the Members may be waived before, at, or after such meeting in a writing signed by the member or representative thereof entitled to vote for the Member. Such waiver shall be filed with the Secretary or entered upon the records of the meeting.

Section 3.09.

Purpose of Special Meetings. Business transacted at any special meeting of the Members shall be limited to the matters stated in the notice, or other matters necessarily incidental thereto.

Section 3.10.

Quorum; Adjournment. Twenty percent (20%) of the members, or thirty (30%) Members, present in person, whichever is less, shall constitute a quorum for the transaction of business at Administrative Meetings of the General Assembly, except as may be otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at Administrative Meetings of the General Assembly, the members entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at such meeting, until a quorum shall be present, any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting in accordance with the notice thereof. If a quorum is present when a duly called or held meeting is convened, the Members present in person or represented by proxy may continue to transact business until adjournment notwithstanding the withdrawal of enough Members originally present in person to leave less that a quorum and for the purposes of voting pursuant to Section 3.10 hereof, quorum of the Organization shall be deemed to present in person.

Section 3.11.

Vote Required. When a quorum is present in person at any meeting, the vote of a majority of the voting Members of the Organization present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one that by express provision of statute or of the Articles of Incorporation or of these Bylaws requires a different vote in which case such express provision shall govern the vote required. In the event of a tie, the President will cast the deciding vote.

Section 3.12.

Voting Rights and Cumulative Voting. Every Member of record of the Organization shall be entitled at each meeting of the Members to one vote. There shall be no cumulative voting by the Members.

Section 3.13.

Voting by Mail or Other Means. If the Council so resolves and states in the notice provided to Members, voting on any single issue, including the election of Directors, may take place by mail or other reasonable means in lieu of a meeting of the Members. A vote by mail shall have all the effects of a vote taken at a regular or special meeting, provided that at least ten (10%) percent of the membership so votes.

Section 3.14.

Proxies. At any meeting of the Members, any Member may be represented and vote by a proxy or proxies appointed by an instrument in writing and filed with the Secretary at or before the meeting. In the event that any instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one shall be present then that one, shall have and may exercise all of the proxies so designated unless the instrument shall otherwise provide. If the proxies present at the meeting are equally divided on an issue, the votes represented by such proxies shall be equally divided. No proxy shall be valid after the expiration of six (6) months from the date of its execution. Subject to the above, any duly executed proxy shall continue in full force and effect and shall not be revoked unless written notice of its revocation or a duly executed proxy bearing a later date is filed with the Secretary of the Organization.

Section 3.15.

Action in Writing. Any action required or permitted to be taken at any meeting of the Members of the Organization may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to notice of a meeting for such purpose.

Section 3.16.

Closing of Books; Record Date. The council may fix a date, not exceeding sixty (60) days preceding the date of any meeting of the Members of the Organization, as a record date for the determination of the Members entitled to notice of and to vote at such meeting, and in such case only Members of record on the date so fixed or their legal representative shall be entitled to notice of and to vote at such meeting. If the Council fails to fix such a record date, the record date shall be the thirtieth (30th) day preceding the date of such meeting.

Section 4.01.

General Powers. The business of the Organization shall be managed by its Council, which may exercise all such powers of the Organization and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members. Without limiting this grant of power in any way, the Council shall have the power:

(a) To plan and hold national and regional scientific meetings;

(b) To enter agreements for the participation of the Organization in other regional or international meetings;

(c) To publish or enter agreements to publish such journals and other publications as may be authorized by majority of the Council;

(d) To designate a journal dedicated to the broad field of pigment cell biology as the sponsored journal of the Organization;

(e) To apply for grants or secure donations for specific projects which are consistent with the purposes of the Organization;

(f) To authorize the expenditure of Organization funds;

(g) To appoint a substitute to fill a vacancy in the Office of Secretary/Treasurer;

(h) To elect one of its members by majority vote as Acting President in the event that the Presidency becomes vacant at the time when there is not President-elect;

(i) To appoint an Executive Secretary with appropriate compensation to assist in handling the affairs of the Organization;

(j) To appoint and delegate its powers and duties to such committees as it shall from time to time see fit to deal with matters related to the purpose of the Organization;

(k) To obtain an annual audit of the Organization's finances;

(l) To affiliate with other non-profit organization; and

(m) To appoint Members to committees and other activities necessary for planning and development of interregional and international meetings and symposia.

Section 4.02.

Number; Qualifications. The President, the President-elect, the Secretary, and the Treasurer (or, if applicable, the Secretary/Treasurer) shall serve as voting members of the Council during their terms of office. Nine (9) other members of the Organization shall be elected to the Council to provide appropriate representation from all three Americas as well as from the major fields contributing to pigment cell biology.

Section 4.03.

Term of Office. The initial members of the Council shall be elected by the Incorporator and hold office until the first general election as hereinafter provided. At the first Administrative Meeting of the General Assembly, the Members of the Council shall be elected as near as may be to the following: three to serve on year, three to serve two years, and three to serve three years. Thereafter, Council Members shall be elected for terms of three years. Except as otherwise provided tn these Bylaws, no Council member shall be eligible for re-election until one year after the expiration of his last full three-year term.

Section 4.04.

Ex-Officio Directors. The Council may appoint one or more ex-officio Directors. Ex-officio Directors shall not be entitle to vote and shall not be counted toward a quorum of directors. All rights, privileges, duties, liabilities, and authority, and the duration of the foregoing, of ex-officio Directors shall be as provided from time to time by the Council.

Section 4.05.

Vacancies. In the event that any council Member shall resign, die, be removed from office, become disqualified, or refuse to act during his term of office, or any vacancy or vacancies in the Council shall occur for any other reason, such vacancy or vacancies may be filled be a majority vote of the remaining Members of the Council, although less that a quorum, the provisions of Section 4.06-e hereof notwithstanding. However, in the event that there are no duly elected and qualified Council Members remaining in office, then the voting Members shall elect by majority vote a new Council member to fill such vacancy or vacancies. The voting by the Members to fill such vacancy or vacancies. The voting by the Members to fill such vacancy or vacancies shall be conducted as provided in the articles of Incorporation and these Bylaws. Then one or more Council member(s) shall give notice of his or their resignation to the Council, effective at a future date, the Council shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective. Each Council member elected to old office as provided in this Section 4.05 shall hold office until the next succeeding Administrative meeting of the Members and until his successor shall have been elected and qualified, or until his earlier resignation or removal from office as hereinafter provided.

Section 4.06.

Meetings.

Section 4.07.

Committees.

Section 4.08.

Telephone Conference Meetings. Any Council member or any member of a duly constituted committee of the Council may participate in any meeting of the Council or of any duly constituted committee thereof by means of a conference telephone or other comparable communication technique whereby all persons participating in such a meeting can hear and communicate with each other. for the purpose of establishing a quorum and taking any action at such a meeting, the members participating in such a meeting pursuant to this Section 4.08 shall be deemed present in person at such meeting.

Section 4.09.

Removal and Resignation. Any Council member may be removed by the Council whenever the council, in its judgment, believes the best interest of the Organization will be served thereby. Removal shall require a 2/3 vote of the Council members, exclusive of the member proposed for removal. The vote for removal may be at a regular or special meeting of the Council. Any Council member may resign at any time by giving written notice to the Secretary. Such resignation shall take effect on the date of the Secretary's receipt of such notice or at such later date as specified therein.

Section 5.01.

Officers and Compensation. The officers of the Organization shall be the President, President-elect, and Secretary/Treasurer. The position of Secretary/Treasurer may be held by one or two individuals as determined by majority vote of the council. Officers will not be compensated for their services but may be reimbursed for any out-of-pocket expenses.

Section 5.02.

President. The President shall be the principal executive officer of the Organization and shall preside at all meetings of the members and the Council. He shall perform all duties incident to the office of President and such other duties as may be delegated by the Council. He shall appoint and charge, subject to the approval of the Council, the chair and members of all committees established by the Council.

Section 5.03.

President-elect. The President-elect shall carry out the duties of an absent or disabled President and in general perform all duties incident to the office of President-elect and such other duties as may be delegated by the Council.

Section 5.04.

Secretary. The Secretary shall attend all meetings of the Members and of the Council and shall record all the proceedings of the meetings of the Members and of the council in a book to be kept for that purpose and shall perform like duties for the standing committees when required, and shall five, or cause to be given, notice of all meetings of the Members and special meetings of the Council, and shall perform such other duties as may be prescribed by the Council or the President.

Section 5.05.

Treasurer.

Section 6.01.

Nominating Committee. The President shall appoint a Nominating Committee consisting of the President-Elect as chairman, one member of the Council, and three Members-at-large. The Secretary/Treasurer shall verify that the appointees are members in good standing both for the current and for the prior membership year. The nominating Committee shall prepare lists of nominees for election to the Council and the offices of the Organization. In preparing the list of nominees, the Nominating Committee shall attempt to ensure the widest possible representation from the three Americas as well as from the fields contributing to the Broad area of pigment cell biology. The list shall be submitted to the President not less than 90 days prior to the date of the Administrative Meeting of the Members unless otherwise specified by a relevant Rule or Regulation. The President shall promptly notify each nominee of his nomination. A nominee may remove his name from the list of nominees by written request received by the President not less than 60 days prior to the Administrative Meeting of the Members unless otherwise specified by a relevant Rule or Regulation.

Petition Candidates. Five Members of the Organization may, by petition signed by each and accompanying a written statement of the Nominee asserting his willingness to serve, nominate a candidate or candidates for the Council or an office, in addition to those selected by the Nominating Committee. Such petitions must be received by the Secretary/Treasurer not later than 60 days prior to the Administrative Meeting of the Members or as specified by an adopted Rule and Regulation.

Section 6.03.

General Election. The names of those candidates for the Council or offices of the Organization nominated by the Nominating committee, together with the names nominated by petition, shall be place on the ballot for the Administrative Meeting of the Members.

Section 7.01.

All checks or demands for money or notes of the Organization shall be signed by such officer or officers or such other person or persons as the Council may from time to time designate.

Section 8.01.

The Organization shall have no corporate seal.

Section 9.01.

The Fiscal Year of the Organization end on December 31.

Section 10.01.

Amendment by Voting Members. At any annual or special meeting of the Members, the notice of which contains a statement of the proposed alteration, the Members may alter, amend, or repeal these Bylaws or any subsequent bylaws or adopt new bylaws by an affirmative vote of two-thirds (2/3) of the Members entitled to vote who are present at such meeting in person or by proxy.

Section 11.01.

The Council of the Organization shall cause to be kept:

(a) records of all proceedings of members and Council members, and committees having any of the authority of the Council; and

(b) such other records and books of account as shall be necessary and appropriate to the conduct of the Organization's business.

Section 12.01.

Examination and Copying by Members. Every Member of the Organization shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, at the place or places where usually kept, and upon the showing of a proper purpose, the Articles of Incorporation and Bylaws, and all amendments thereto, of the Organization. The expense of copying any such documents shall be borne by the examining party.

Section 12.02.

Information to Members. Upon the written request by a Member of the Organization, the Council shall furnish to him a statement showing the financial result of all operations and transactions affecting income and surplus during the Organization's last accounting period and a balance sheet containing a summary of the Organization's assets and liabilities as of the closing date of such accounting period.

Section 13.01.

Advances to Officers, Council Members, and Employees. The organization may, without a vote of the Directors, advance money to its Council members, officers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and fro which they would be entitled to reimbursement in the absence of an advance.

Section 14.01.

The Organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever brought, whether civil, criminal, arbitration, administrative, or investigative, whether or not by or in the right of the Organization, by reason of such person's being or having been a Council member, officer, member of a committee, employee, or agent of the Organization, against expenses, including without limitation, attorney's fees and disbursements, judgments, fines, penalties, excise taxes assessed against the person with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding to the fullest extent allowable pursuant to and in accordance with the provisions of the pursuant to and in accordance with the provision of the Minnesota Nonprofit Corporation Act, as amended from time to time; provided, however, that in the event said Act shall be amended to increase or expand the permitted indemnification of persons provided for therein, the Organization shall be deemed to have adopted such amendment as of its effective date, and provided that such indemnification shall be limited by other applicable law.

Section 15.01.

Notwithstanding any other provision of these Bylaws, no member, officer, employee, or agent of this Organization shall take any action or carry on any activity by or on behalf of the Organization not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible pursuant to Section 170(b)(A) of such Code and Regulations as they now exist or as they may hereafter be amended.

Section 16.01.

Singular, Plural; Masculine, Feminine, and Neuter. Whenever the context of these Bylaws requires, the plural shall be read to include the singular, and vice versa; and words of the masculine gender shall refer to the feminine gender, and vice versa; and words of the neuter gender shall refer to any gender.