Bylaws of the PanAmerican Society for Pigment Cell Research
Article I: Offices
Article II: Membership
Article III: Meetings of Members
Article IV: Council
Article V: Officers
Article VI: Nomination and Election of Officers and Council Members
Article VII: Checks
Article VIII: Corporate Seal
Article IX: Fiscal Year
Article X: Amendments
Article XI: Books and Records
Article XII: Inspection of Books
Article XIII: Advances
Article XIV: Indemnification
Article XV: Exempt Activities
Article XVI: Definitions and Usage
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.
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.
Purposes. The purposes of the Organization shall be, but are not limited to, the following:
Classes. There shall be two classes of membership: "Members" and "Honorary Members".
Qualifications of Members. Scientists who have a strong interest in the broad topic of pigment cells or pigmentation shall be eligible for general membership.
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.
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.
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.
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.
Transferability of Membership. Unless otherwise provided by the Council, membership in the Organization shall not be transferable.
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.
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.
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.
International Scientific Meetings. The Organization will encourage and support International Scientific Meetings for scientists dedicated to research on the broad topic of pigmentation.
Administrative Meetings of the General Assembly.
Composition. The General Assembly is composed of all Members of the Organization.
Time and Place. Administrative meetings of the General Assembly shall be held at the same time as all General Scientific Meetings of the Organization or at any other special or International Scientific Meetings designated by the Council.
Agenda of the Administrative Meeting of the General Assembly. The Administrative Meeting of the General Assembly shall include but shall not be limited to:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.
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.
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.
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.
Place of Meetings. The Council may hold meetings, both regular and special, either within or without the State of Minnesota at a time and place determined by the President.
Regular Meetings. A regular meeting of the Council shall be held at least once per year at such time and place determined by the President.
Special Meetings. Special meetings of the Council may be called by the President or by three (3) or more Council members, and shall be held at such time and place as shall be determined by the President.
Notice. Notice of a special meeting shall be given to each Council member at least 24 hours before the time of the meeting, or at the earliest time possible thereafter, but prior to such meeting, if it is impractical to five such notice 24 hours in advance. Notice may be given by any means calculated to apprise the Council members of the time, place, and subject matter of the special meeting. Notice by mail shall be deemed to be given at the time when the same shall be mailed, such mailing to take place at least three (3) business days prior to such meeting. Whenever any provision of law, the Articles of Incorporation, or the Bylaws require notice to be given, any Council member may, in writing, either before or after the meeting, waive notice thereof. Without notice, any Council member, by his attendance at and participation in the action taken at any meeting, shall be deemed to have waived notice thereof.
Quorum; Voting Requirements; Adjournment. A minimum of five (5) Council members of the number of Council members that are in office (whichever is less) shall constitute a quorum for the transaction of business at all regular and special meetings, but for transaction of business a quorum (although not necessarily those persons comprising the initial quorum) must be present throughout the meeting. Except as otherwise required by law or by these Bylaws, any act of the majority of the Council members present at any meeting of the Council shall not be present at the beginning or during any meeting of the Council members, the Council members then present thereat may adjourn the meeting to another time or place, and no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken.
Organization of Meetings. At all meetings of the Council, the President, or in his absence, any Council member appointed by the President, shall preside, and the Secretary, or in his absence, any person appointed by the President shall act as Secretary.
Action in Writing. Any action that may be taken by the Council at a meeting, may be taken without a meeting if a written consent setting forth such action is signed by all of the Council members.
Executive Committee. The Council may, be affirmative action of a majority of the Council members present, establish an Executive Committee consisting of two (2) or more Council members. Such Executive Committee may meet at stated times or on notice by any committee member to all other members. The Executive Committee, to the extent determined by such action of the Council, shall have and exercise the authority of the Board and the management of the business of the Organization. Any such Executive Committee shall act only in the interval between meetings of the Council and shall be subject at all times to the control and direction of the Council.
Other Committees. The Council may establish, by affirmative action of a majority of the Council members present, other committees from time to time, making such regulations as it deems advisable with respect to the membership, authority, and procedures of such committees.
Limitations on Authority. No committees of the Organization shall have authority as to any of the following matters:
Minutes of Committee Meetings. The committees shall beep regular minutes of their proceedings and report the same to the Council when required.
Standing Committees. The Council will establish Standing Committees to report to the Council on aspects of Society structure and business. These Committees shall include (but are not limited to):
Bylaws Committee. A Standing Committee of the Bylaws shall be formed. The Bylaws Committee shall meet at least once yearly to review the status of the Bylaws of the Society and recommend changes to the Council. Membership on the Bylaws Committee shall be as specified in the Rules and Regulations of the Society.
Addition of section 4.07-e, Standing Committees.
Voted on by the membership July 23rd, 2010
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.
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.
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.
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.
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.
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.
Custody of Funds and Accounting. The Treasurer shall have the custody of the Organization's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Organization and shall deposit all moneys and other valuable effects in the name and to the credit of the Organization in such depositories as may be designated by the Council.
Disbursements and Reports. The treasurer shall disburse the funds of the Organization as may be ordered by the Council, taking proper vouchers for such disbursements, and shall render to the Council once a year before the end of the fiscal year, or when the Council so requires, and account of all his transactions as Treasurer and of the financial condition of the Organization. The Treasurer shall submit a complete financial report to the General Assembly at its General Scientific Meeting.
Term of Office. The initial officers of the Organization shall be elected by the incorporators of the Organization and they shall hold office until the first Administrative Meeting of the General Assembly. Thereafter, each officer shall be elected to a term of three years, subject to his earlier resignation or removal by the Council. The President-elect shall succeed to the office of the President upon expiration of his term as President-elect. After the first Administrative Meeting of the General Assembly, no individual shall be eligible for re-election to the office of President or President-Elect. No person shall be elected to the office of Secretary/Treasurer, or to either individual office, for more than two consecutive full terms of three years each.
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.
Ammendment to section 6.01, Nominating Comittee (Changes in Red)
Voted on by the membership July 23rd, 2010
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.
Ammedment to section 6.02, Petition Candidates (Changes in Red)
Voted on by the membership July 23rd, 2010
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.
3. Schedule and Requirements for Elections. Admission to the council shall be decided by a ballot held among the general membership. The Nominating Committee, as specified in Article VI, Section 6.01 of the Bylaws, will start the nominating process for officers and council positions in the spring, according to the following timetable:
The starting date for new officers and Council members will be January 1 of the next calendar year.
Addition to section 6.03, Schedule and Requirements for Elections
Voted on by the membership July 23rd, 2010
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.
The Organization shall have no corporate seal.
The Fiscal Year of the Organization end on December 31.
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.
The Council of the Organization shall cause to be kept:
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.
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.
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.
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.
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.
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.