Bylaws
As provided in the Articles of Incorporation, the objectives of the Society for Glycobiology shall be to promote knowledge, encourage research and stimulate personal communication in an inter-disciplinary sense, using as the common meeting ground an interest in the complex carbohydrates of glycoproteins, glycolipids, and glycosaminoglycans and the biological systems in which they are found.
Section 1.01. Registered Office. The Society for Glycobiology, Inc. (hereinafter referred to as the "Society") shall have and continuously maintain in the District of Columbia a registered office and a registered agent who is a resident of the District of Columbia and whose office is identical with such registered office.
Section 1.02. Other Offices. The Society may have offices at such other places both within and without the District of Columbia as the Board of Directors may from time to time determine.
Section 2.01. Classes of Membership. The membership of the Society shall be divided into the following classes: Regular Members, Emeritus Members, and Student Members.
Section 2.02. Regular Members. A candidate for Regular membership must be interested in and actively engaged in research in the general area of glycobiology. Candidates for membership must apply to the Society and be deemed by the Secretary to be eligible for membership by demonstration of an established publication record or equivalent contribution to the field of glycobiology.
Section 2.03. Emeritus Members. Any Regular Member, upon retirement from active position(s), shall automatically become an Emeritus Member, and be excused from further payment of membership dues. They will be given the opportunity to subscribe to the Society Journal at the reduced rate given to Regular Members.
Section 2.04. Student Members. Graduate students and postdoctoral fellows within two (2) years after receiving their doctoral degree who are interested in and actively engaged in research in the general area of glycobiology are eligible to apply as Student Members. Candidates for Student membership must apply to the Society and be deemed by the Secretary to be eligible by demonstration of a record of training in the area and acknowledgement from a faculty mentor that the student is working under the mentor's supervision and is considered appropriate for membership in the Society. Student Members are exempt from paying dues. They will be given the opportunity to subscribe to the Society Journal at the reduced rate given to Regular Members.
Section 2.05. Additional Criteria for Membership. The Society Board of Directors may, from time to time, establish criteria for all classes of membership in addition to those set forth in the Articles of Incorporation and the Bylaws.
Section 2.06. Voting and Holding Office in the Society. The only individuals entitled to vote at any meeting of the members, to hold any office in the Society, or to be members of the Board of Directors, shall be Regular and Emeritus Members.
Section 2.07. Fees, Dues, and Assessments. The application fee and the dues assessments and/or other fees for each class of membership shall be established annually by the Board. The annual dues may also include a yearly subscription to an official publication of the Society. Annual dues and assessments shall be computed on the basis of the calendar year. Assessments and fees shall be payable at such times as the Board may determine.For classes of membership required to pay dues, membership shall automatically terminate for failure to pay dues by the due date requested.
Section 3.01. Society Meetings. An annual meeting of the members of the Society shall be held at such place or places and on such date or dates as may be designated by the Board.
Section 3.02. Special Meetings. Special scientific and business meetings of the members of the Society may be called by the Board for such times and places as may be designated.
Section 3.03. Notice. Not less than thirty (30) days' notice shall be given of the time, place and purpose of any meeting of the Society.In the case of a special meeting, the notice of the meeting shall state the purposes of the meeting.The matters to be discussed and voted upon at any duly called meeting of the membership shall not be limited to those set forth in the notice of such meeting.
Section 3.04. Quorum. At any annual or special meeting of the Society's members, a quorum shall consist of the presence of members having not less than ten percent (10%) of the votes entitled to be cast.
Section 3.05. Vote. If a quorum is present, the affirmative vote of a majority of the votes entitled to be cast by the Regular and Emeritus Members deemed present shall be necessary for the adoption of any matter voted upon by the members unless otherwise provided by the Articles of Incorporation or these Bylaws. These voting provisions are also subject to Article IX.
Section 4.01. Authority. The business and affairs of the Society shall be managed by its Board of Directors. The Board shall have all powers and responsibilities upon a board of directors of a nonprofit corporation by the District of Columbia Nonprofit Corporation Act, as now or hereafter amended, except such powers or responsibilities as may be limited by the Articles of Incorporation or these Bylaws.
Section 4.02. Number. The number of members of the Board of Directors of the Society shall at all times be eleven (11).
Section 4.03. Members of the Board. The Board of Directors shall consist of the five (5) officers of the Society, plus six (6) Regular and Emeritus Members whom the Regular and Emeritus Members are entitled to elect in connection with the annual meeting of the members.
Section 4.04. Election and Term of Office. Election of the directors other than President-Elect, Secretary, and Treasurer shall be by the members by electronic means in advance of the annual meeting of the Society, and provided there is a quorum for voting, the affirmative vote of a majority of the votes entitled to be cast by the Regular and Emeritus Membership deemed present and voting shall determine the successful candidates for election to the Board. The members of the Board who are officers of the Society shall serve on the Board for the term of their respective offices, and other members of the Board shall serve a term of four (4) years or until their successors are elected or appointed. Three (3) members shall rotate at a time. Therefore, every other year three (3) new members are elected to the Board. Non-officer members of the Board may serve a maximum of two (2) successive terms for no more than eight (8) years.Notwithstanding the foregoing, failure of a Regular Member to pay dues in a timely manner shall terminate not only voting membership in the Society, but also membership on the Board and officer status.
Section 4.05. Meetings. The Board shall hold a regular annual meeting to conduct the business and affairs of the Society. Such meetings may, but need not be held in connection with an annual meeting of the Society members. The Board may hold such other meetings at such times and places as may be established from time to time by the Board.
Section 4.06. Notice. Notice of each meeting of the Board shall be given by the President of the Society to each member of the Board by mail, electronic mail, or telephone not less than ten (10) days prior to the date on which the meeting is scheduled to be held. The matters to be discussed and voted upon at any duly called meeting of the Board shall not be limited to those set forth in the notice of such meeting.
Section 4.07. Quorum. Except as otherwise required by the Articles of Incorporation or these Bylaws, a majority of the Directors entitled to vote shall constitute a quorum for the transaction of business by the Board.
Section 4.08. Manner of Acting. A majority vote of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws.
Section 4.09. Action by Unanimous Consent; Telephone Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without meeting if a written consent to such action is signed by all members of the Board and such unanimous written consent is filed with the minutes of the Board's meetings.The members of the board (or any committee) may participate in a meeting by means of a conference telephone call or similar communications equipment by means of which all members participating in the meeting may hear each other simultaneously, and participation by such means shall be conclusively deemed to constitute presence in person at such meeting.
Section 4.10. Waiver of Notice. Whenever any notice is required to be given to any member of the Board of Directors under the provisions of the Articles of Incorporation, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be conclusively deemed to be equivalent to such notice.Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 5.01. Officers of the Society. The officers of the Society shall be: a President, a Past President, a President-Elect, a Secretary, and a Treasurer.
Section 5.02. Officeholder Combinations. Two or more offices of the Society may be held by the same person, except the offices of President and Secretary, and except the offices of President, President-Elect, and Past President.
Section 5.03. Election and Term of Office. Election of the President-Elect, Secretary, and Treasurer shall be by the members by electronic means in advance of the annual meeting of the Society, and provided there is a quorum for voting, the affirmative vote of a majority of the votes entitled to be cast by the Regular and Emeritus Membership deemed present and voting shall determine the successful candidates for election to office.The President and President-Elect of the Society shall serve for a term of one (1) year or until their successors are elected. The President-Elect shall automatically become President for the year following his or her term of office as President-Elect and Past President following the term as President. This officer may not serve a successive term following these three (3) years. Other officers serve a term of three (3) years and may be elected to serve successive terms.
Section 5.04. Vacancies. A vacancy in any office whether occurring by reason of death, resignation or otherwise shall be filled by a majority vote of the Board of Directors.
Section 5.05. Removal. Any officer of the Society may be removed from office by the affirmative vote of a majority of the Board of Directors whenever in its judgment the best interests of the Society shall be served thereby.
Section 5.06. President. The President shall be the chief executive officer of the Society, shall preside at meetings of the membership and the Board of Directors, and shall have all powers and perform all duties commonly incident to and vested in the office of president of a corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President, or his or her delegate as designated by the board, shall appoint such staff as may be necessary for the effective conduct of the affairs of the Society, subject to the approval of the Board of Directors. The President shall be Program Chair specifically responsible for all details relating to the annual meeting.
Section 5.07. President-Elect. The President-elect may actively participate with the President in the business of the Society, including attending all regular and emergency business functions whenever possible, and may perform the duties of the President in the latter's absence.
Section 5.08. Secretary. The Secretary shall have all powers and shall perform all duties commonly incident to and vested in the office of secretary of a corporation, and shall have custody of the corporate seal and shall record with accuracy and detail the proceedings of all meetings of the Board of Directors and of the membership at which the Secretary may be present.In addition, the Secretary shall place with the minutes of the annual meeting of the membership a certificate stating the results of electronic voting by the membership.The Secretary shall carry out such duties and shall sign and attest such instruments in the name of the Society, and shall affix the corporate seal of the Society to such instruments as the Board of Directors shall authorize.
Section 5.09. Treasurer. The Treasurer shall have all powers and perform all duties commonly incident to and vested in the office of treasurer of a corporation, and shall supervise the financial affairs of the Society including custody of all monies, securities, deeds, and other financial documents of the Society; keep regular books and notes of its funds and properties deposit all monies, checks, and other credits to the account of the Society, in such bank, banks, or other depositories as the Directors may designate; sign all receipts and vouchers for payments made by the Society, jointly with such other officers as may be designated by the Board of Directors; and render to the Board of Directors an account and statement of all transaction at its annual meeting of the Board and at such other times as the Board may from time to time determine.
Section 6.01. Executive Committee. There shall be an Executive Committee of the Board of Directors which shall have authority to act for the Board between meetings of the Board. The Executive Committee shall consist of the President, the President-Elect, Past President, the Secretary, and the Treasurer. The Executive Committee shall report all its activities to the Board at regular meetings of the Board. The presence of all members of the Executive Committee shall constitute a quorum.
Section 6.02. Nominating Committee. There shall be a Nominating Committee consisting of the Past-President of the Society and an at-large Regular or Emeritus Member of the Society chosen by the Board at the annual meeting of the Board of Directors, and two (2) Regular or Emeritus Members of the Society elected by the voting membership of the Society. Members of the Nominating Committee shall serve for a two (2) year term; provided, however, that the two (2) members elected by the Society's voting membership shall serve staggered two (2) year terms, with one being elected each year. The Nominating Committee shall determine what offices, positions on the Board of Directors, and positions on any committees(s) (including positions on the Nominating Committee) that become vacant and shall publicize that information. The Nominating Committee shall have the power to nominate individuals for those positions and shall accept other nominations by independent nominating petitions signed by any ten (10) Regular or Emeritus Members. All nominations by the Nominating Committee must be transmitted to the Secretary at least two (2) months before the annual meeting of the members at which they are to be considered.
Section 6.03. Program Committee. The Program Advisory Committee shall be responsible for the organization of the program of the annual meeting. The committee members shall be chosen by the President.
Section 6.04. Publications Committee. The Publications Committee shall review policy and set policy for Glycobiology, and recommend and approve the Editorial Board members of Glycobiology. The Publications Committee shall also nominate the Editor who would then be elected by the membership to a five (5) year term. The Editor shall be elected one (1) year prior to the departure of the incumbent editor to ensure a smooth transition. The Publications Committee shall be composed of the current Editor, the Society President, the current Executive Editors and three (3) Regular Society members appointed by the Board to serve a five (5) year term.
Section 6.05. Other Committees. The Board may, from time to time, designate other and additional committees for such purposes, powers and duties as the Board may prescribe.
Section 7.01. The Bylaws may be amended pursuant to a resolution, containing the language of the proposed change, presented for electronic voting or at a regular meeting of the membership of the Society, and shall be approved by the affirmative vote of a majority of the Regular and Emeritus Members deemed present and voting. A copy of such resolution shall have been sent to each Regular Member and Emeritus Member at least thirty (30) days prior to such electronic voting or regular meeting.
Section 8.01. Conflicts of Interest Policy. Any director, officer, employee, or committee member having an interest in a contract or other transaction or determination (all the foregoing referred to as "proposed arrangement") presented to the Board or a committee for recommendation, authorization, approval or ratification shall give a prompt, full and frank disclosure of his/her interest to the Board prior to Board action on the proposed arrangement.Any person having made a disclosure may make a presentation at a Board meeting, but after the presentation, s/he shall leave the meeting during the discussion of and the vote upon the arrangement involving the potential conflict of interest, and such person may not be counted in determining the existence of a quorum.The Board shall thereupon determine, by majority vote, whether the disclosure indicates that a conflict of interest exists or could reasonably be construed to exist.If the Board determines that a conflict of interest exists or could reasonably be construed to exist, the Board shall investigate alternatives to the proposed arrangement, and after exercising due diligence, the Board shall determine whether the Society can obtain with reasonable effort a more advantageous arrangement.After that due diligence, consistent with the quorum requirement in this section, the Board shall determine by a majority vote of the disinterested directors whether the arrangement is in the Society's best interest, whether it is fair and reasonable to the Society, and whether to enter into the arrangement or some other more advantageous arrangement.The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation by name, the content of the discussion, and whether the required quorum was present.Where the Board discovers that an individual appears to have failed to make any mandatory disclosure, the Board shall undertake appropriate due diligence investigation and any necessary disciplinary and corrective action.Each director, officer, employee and committee member shall annually sign a statement that affirms that such person has received a copy of the conflicts of interest policy, has read and understands the policy, agrees to comply with the policy, and understands that the Society is a charitable organization and in order to maintain its federal tax exemption must engage primarily in activities that accomplish one or more of its tax exempt purposes and avoid prohibited private inurement of its assets.
Notwithstanding any provision to the contrary throughout these Bylaws, the following provisions shall apply throughout these Bylaws.
Section 9.01. Means of Voting.Voting on all matters by the voting membership may be conducted by ballot sent by mail (i.e., mail sent via United States Postal Service), electronic mail, fax machine, or any other means of electronic or telephonic transmission now existing or hereafter coming into existence, or such additional means as may be authorized from time to time by the District of Columbia Nonprofit Corporation Act as amended from time to time, and nothing in these Bylaws shall be deemed to bar use of such new means of voting nor shall any further amendment of these Bylaws be required.Notwithstanding the foregoing, any member who desires to use any means of voting other than electronic mail shall have the burden each year of requesting the ballot materials from the Secretary not less than thirty (30) nor more than sixty (60) days in advance of the annual meeting of the membership.
Section 9.02. Deemed Present in Person.Voting members who vote by mail (i.e., mail sent via United States Postal Service), electronic mail, fax machine, or any other means of electronic or telephonic transmission now existing or hereafter coming into existence, or such additional means as may be authorized from time to time by the District of Columbia Nonprofit Corporation Act as amended from time to time, shall be deemed present in person at any meeting of the membership to which the particular vote pertains.
Section 9.03. Presumption. The means by which any voting member casts a vote shall be presumed to be a method of voting chosen by and authorized by the voting member.
Section 9.04. Future Means of Voting. At the time of amendment of these Bylaws in 2007, in contrast to means of voting by voting members, the District of Columbia Nonprofit Corporation Act allows a board of directors to act only in person at a meeting, or to participate in a meeting by means of a telephonic meeting where all persons may hear each other, and by unanimous written consent.In the event that the District of Columbia Nonprofit Corporation Act may be amended to broaden beyond meetings, telephone calls, and unanimous written consent the means by which the Society's board of directors may act, such additional means as may be authorized from time to time by the District of Columbia Nonprofit Corporation Act as amended from time to time may be utilized by the Society's board of directors immediately, and nothing in these Bylaws shall be deemed to bar use of such new means of acting or participating, nor shall any further amendment of these Bylaws be required.
Section10.01. Compensation. The Board shall be authorized and empowered to establish and pay reasonable compensation, consultant fees, per diem and expenses for all officers, Directors, employees and agents of the society for services rendered on its behalf.
Section 10.02. Fiscal Year. The fiscal year of the Society shall be the twelve (12) month period beginning January 1, and its financial books and records shall be kept on the cash basis.
Section 10.03. Indemnification of Officers and Directors. The Board of Directors may exercise to the full extent their powers which the Society has under District of Columbia law, as such law exists from time to time, to indemnity Directors, officers, employees and agents for expenses incurred by reason of the fact that they are or were Directors, officers, employees, or other agents of the Society. Such expenses shall include attorneys' fees, judgments, fines, amounts paid in settlement, and amounts otherwise reasonably incurred. The Board of Directors may make advances against such expenses upon terms decided by it. The Board of Directors may exercise the full extent of the powers which the Society has under District of Columbia law, as such law exists from time to time, to purchase and maintain insurance against the risks above described on behalf of its Directors, officers, employees and agents.
Section 10.04. Seal. The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, District of Columbia." The corporation may alter and change said seal at its pleasure; said seal may be used by causing It or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
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