BYLAWS OF INTERNATIONAL PROTEOLYSIS SOCIETY
1.1 NAME The name of the corporation is International Proteolysis Society.
1.2 PLACES OF BUSINESS The corporation shall have its principal place of business in Detroit, Michigan, and may have such other places of business as the Board of Directors may from time to time determine.
1.3 PURPOSES The purposes for which the corporation is organized are as follows:
1. To advance scientific research relating to fundamental and applied aspects of proteolysis and related disciplines; to facilitate the interchanges of idea in the field of proteolysis through the organization of scientific conferences and the publication of scientific journals or websites; and to promote scientific activities designed to stimulate new developments in the field of proteolysis.
2. To engage in other educational and scientific activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or comparable provisions of subsequent legislation (the ACode@).
3. To acquire, own, dispose of and deal with real and personal property and interests therein and to apply gifts, grants, bequests and devises and the proceeds thereof in furtherance of the purposes of the corporation.
4. To do such things and to perform such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and as are not forbidden by Section 501(c)(3) of the Code, with all the power conferred on nonprofit corporations under the laws of the State of Michigan.
1.4 NONPROFIT OPERATION The corporation shall be operated exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Code as a nonprofit corporation. No member or director of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the corporation shall inure to the benefit of any member, director, officer or any private shareholder or other individual. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.
2.1 MEMBERSHIP There shall be two (2) classes of membership in the corporation:
1. Active Members Individuals having a continuing scientific interest in the field of proteolysis and related disciplines shall be eligible for active membership in the corporation. Initially, the active members of the corporation will be elected by the Board of Directors. Thereafter, candidates for active membership will be nominated by the Board of Directors and elected by the members at a general membership meeting.
2. Members in Training Individuals who are predoctoral students in fields relating to proteolysis or who have received their doctoral degrees in those fields within the preceding three (3) years and who have been recommended by the academic advisor in writing shall be eligible for election as a member in training of the corporation. Initially, the members in training will be elected by the Board of Directors. Thereafter, candidates for election as members in training shall be nominated by the Board of Directors and elected by the members at a general membership meeting.
2.2 DUES The Board of Directors shall establish and may modify schedules of annual dues for active members and for members in training of the corporation but the dues for members in training shall be nominal in amount. The schedule of dues established by the Board of Directors shall be presented to the members for ratification at a general meeting and may be modified by action of the members at such a meeting.
2.3 RESIGNATION AND REMOVAL OF MEMBERS Any member of the corporation may resign at any time by written notice to the Board of Directors; provided, however, that resignation shall not affect the liability of any member for dues or other obligation to the corporation incurred prior to resignation. A member who has failed to pay dues for two (2) consecutive years shall be conclusively presumed to have resigned from membership in the corporation. The Board of Directors may, from time to time, establish rules and procedures for the removal of members who have acted in a manner inconsistent with the purposes or interests of the corporation.
2.4 MEMBER VOTING Except as provided in Section 3.2 with respect to election of directors, each member of the corporation shall have one (1) vote on every matter coming before the membership.
2.5 GENERAL AND ANNUAL MEETINGS An annual meeting of the members of the corporation called the general meeting in these bylaws shall take place during the time and at the place of each biennial scientific conference of the corporation. The annual meeting of the members of the corporation in years in which there is no general meeting shall be held on such date and hour in the month of November as shall have been determined by the members (or if the members have not acted, by the Board of Directors or the President), and stated in the notice of the meeting. If for any reason the annual meeting is not held in November of any year, any business which could have been conducted at an annual meeting may be conducted at any subsequent special or annual meeting or by consent resolution.
2.6 SPECIAL MEETINGS Special meetings of the members of the corporation may be called by the Board of Directors or the President and shall be called by the President or the Secretary at the written request of any twenty-five (25) members of the corporation.
2.7 PLACE OF MEETINGS Annual and special meetings of the members shall be held at such places as shall be determined by the members (or if the members have not acted, by the Board of Directors or the President) and stated in the notice of meeting.
2.8 NOTICE OF MEETINGS OF MEMBERS Except as otherwise provided by statute, written notice of the time, place and purposes of each meeting of the members of the corporation shall be given to each not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member, either personally or by mailing such notice to each member at the address designated by the member for such purpose or, if none is designated, at the member's last known address. No notice need be given of an adjourned meeting of the members provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken. At an adjourned meeting only such business may be transacted as might have been transacted at the original meeting.
2.9 WAIVER OF NOTICE OF MEETINGS Notice of any annual or special meeting of the members of the corporation may be waived in writing before or after the meeting. Attendance at a meeting constitutes waiver of notice of the meeting.
2.10 ACTION WITHOUT A MEETING Any action required or permitted to be taken at a general, annual or special meeting of the members or of any class of members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by all members entitled to vote thereon. Such written consents shall be filed with the minutes of the proceedings of the members and shall have the same effect as a vote of the members for all purposes.
2.11 QUORUM AND VOTING Not less than ten percent (10%) of the members of the corporation then serving, present in person or by proxy, shall constitute a quorum for the transaction of business at a general, annual or special meeting of the members. A meeting may be adjourned without a quorum of members being present. The vote of a majority of the members present in person or by proxy at any meeting at which there is a quorum shall be the act of the membership, except as a larger vote may be required by law, under these bylaws or under the articles of incorporation and except that directors shall be elected by a plurality of the votes cast at an election.
2.12 SPONSORS Individuals and organizations making financial contribution to the corporation shall be eligible for designation as sponsors of the corporation. Candidates for designation as sponsors shall be proposed by the Board of Directors and shall be elected by the members at the general meeting. The Board of Directors may establish a schedule of dues for sponsors and may create classes of sponsors based upon the levels of dues or contributions paid to the corporation. Sponsors shall have such rights to participate in conferences and other activities of the corporation as may be determined from time to time by the Board of Directors. Sponsors shall not, however, be considered to be members of the corporation for any purpose and shall not have any vote on any matter coming before the corporation (including matters relating to their rights and obligations as sponsors).
BOARD OF DIRECTORS
3.1 BOARD OF DIRECTORS Except as specifically otherwise provided in these bylaws, the business and affairs of the corporation shall be managed by a Board of Directors which is the governing body of the corporation. The Board of Directors shall meet as often as necessary to conduct the business of the corporation, but at least annually.
3.2 NUMBER AND SELECTION OF DIRECTORS The Board of Directors shall consist of not less than eleven (11) and not more than twenty (20) directors, the exact number to be determined from time to time by the membership. All directors shall be members of the corporation. There shall be three (3) regions for purposes of electing directors: (a) the Americas; (b) Europe and Africa (including all of Russia); and (c) Asia, Australia and other areas not included in the preceding two categories. Three (3) directors shall be members residing in the Americas who shall be elected by the members residing in that region; three (3) directors shall be members residing in Europe or Africa who shall be elected by the members residing in that region; and three (3) directors shall be residents of Asia, Australia or other areas not included in the other two categories who shall be elected by the members residing in that region. Other members of the Board of Directors may be residents of any region and shall be elected by the membership at large. Directors shall be elected by the members at the general meeting of the members to serve for four (4) year terms, except initially approximately one-half (1/2) of such directors shall be elected for four (4) year terms and approximately one-half (1/2) of such directors shall be elected for two (2) year terms. Directors shall be eligible for reelection to any number of terms.
3.3 REMOVAL Any director elected may be removed with or without cause by vote of a majority of the members then serving who are eligible to vote for that director.
3.4 ANNUAL MEETING The annual meeting of the Board of Directors shall be held at such place, date and hour as the Board of Directors may determine from time to time. At the annual meeting, the Board of Directors shall elect officers and consider such other business as may properly be brought before the meeting. If less than a quorum of the directors appear for an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution.
3.5 REGULAR AND SPECIAL MEETINGS Regular meetings of the Board of Directors may be held at such times and places as the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors. Special meetings of the Board may be called by the President and shall be called by the President or the Secretary upon the written request of any two (2) directors.
3.6 NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS Written notice of the time and place of all meetings of the Board of Directors shall be given to each director at least three (3) days before the date of the meeting, either personally or by sending such notice to each director by regular or electronic mail at the address designated by the director for such purposes, or if none is designated, at the director's last known address. Notice of any meeting of the Board may be waived in writing before or after the meeting.
3.7 PARTICIPATION BY MEANS OF COMMUNICATIONS EQUIPMENT A member of the Board of Directors or of a committee of the corporation may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitute presence in person at the meeting.
3.8 ACTION WITHOUT A MEETING Any action required or permitted at any meeting of the Board of Directors or at any meeting of a committee of the corporation may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote on the action consent in writing. Such written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.
3.9 QUORUM AND VOTING REQUIREMENTS A majority of the directors then in office and a majority of the voting members of any committee of the corporation constitutes a quorum for the transaction of business. The vote of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the acts of the Board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these bylaws or the articles of incorporation. A committee may, however, meet and make recommendations and reports to the Board of Directors without a quorum being present.
3.10 POWERS OF THE BOARD OF DIRECTORS Except to the extent provided in Section 2.2, the Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(3) of the Code not inconsistent with these bylaws, the articles of incorporation or the laws of the State of Michigan. In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon boards of directors of nonprofit corporations, and in addition to the powers mentioned in and implied from Section 1.3, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of the corporation and in furtherance of its purposes.
3.11 COMPENSATION Directors shall receive no compensation for their services on the Board of Directors. The preceding shall not, however, prevent the corporation from purchasing insurance as provided in Section 5.1, nor shall it prevent the Board of Directors from providing reasonable compensation to a director for services which are beyond the scope of his or her duties as a director or from reimbursing any director for expenses actually and necessarily incurred in the performance of his or her duties as a director.
3.12 EXECUTION OF CONVEYANCES, MORTGAGES AND CONTRACTS The Board of Directors may in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, and such authority may be general or confined to specific transactions. The Board of Directors may also ratify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the President or the Vice President and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer may execute such instrument on behalf of the corporation.
4.1 OFFICERS The officers shall be the President, the Vice President, the Secretary and the Treasurer. There may also be an Executive Director and such assistant officers as the Board of Directors deems appropriate. The President, Vice President, Secretary and Treasurer shall be members of the Board of Directors but other officers need not be directors or members of the corporation.
4.2 ELECTION AND TERM OF OFFICE All officers shall be elected for a term of one (1) year (or until their successors have been elected) by the Board of Directors at its annual meeting. Two or more offices may be held by the same person, except that no person may serve as President and as Vice President. No person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the articles of incorporation or these bylaws to be executed, acknowledged or verified by two (2) or more officers.
4.3 REMOVAL Any officer may be removed with or without cause by the vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors.
4.4 VACANCIES In the event of the death, resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.
4.5 PRESIDENT The President shall be the chief executive officer of the corporation, shall preside at meetings of the Board of Directors and the Executive Committee. The President shall be privileged to attend and to participate without vote in the meetings of all committees of which the President is not otherwise a member. Acting under the direction of the Board of Directors and on its behalf, the President shall perform all acts, execute and deliver all documents and take all steps authorized by the Board in order to effectuate the actions and policies of the Board. The President shall not be eligible for reelection to that office after having served two (2) full one-year terms in the position.
4.6 VICE PRESIDENT The Vice Presidents shall perform the duties of the President in the President's absence and shall perform such other duties as determined from time to time by the Board of Directors or the President.
4.7 EXECUTIVE DIRECTOR If elected, the Executive Director shall be the chief operating officer of the corporation and shall perform such other duties as determined from time to time by the Board of Directors or the President.
4.8 SECRETARY The Secretary (or, in the Secretary's absence or incapacity, an Assistant Secretary) shall send or cause to be sent all required notices of meetings of the members and of the Board of Directors; shall see that minutes of meetings of the proceedings of the members and of the Board of Directors are prepared and preserved; shall receive and attend to all correspondence of the Board of Directors; shall have custody of all documents belonging to the corporation (except as otherwise provided in these bylaws) and of the corporate seal (if any); and shall perform such other duties as usually pertain to the office as shall be determined from time to time by the Board of Directors.
4.9 TREASURER The Treasurer (or, in the Treasurer's absence or incapacity, an Assistant Treasurer) shall see that an accounting system is maintained that will give a true and accurate accounting of the financial transactions of the corporation; shall render reports from time to time as requested by the Board of Directors of his or her activities and of the financial condition of the corporation; and shall perform such other duties as usually pertain to the office as may be determined from time to time by the Board of Directors.
5.1 INDEMNIFICATION Each person who is or was a director or officer of the corporation, each person who is or was a member of any committee of the corporation and each person who serves or has served at the request of the corporation as a director, trustee, officer, committee member, partner, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted by the corporation laws of the State of Michigan as they may be in effect from time to time; provided, however, that the preceding shall not require the corporation to indemnify any person for any liability, tax or expense to the extent such indemnification results in the imposition of tax under Section 4958 of the Code. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify such person against such liability under the preceding sentence. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification to employees or agents of the corporation and others to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time.
6.1 COMMITTEES The Board of Directors shall establish an Executive Committee in accordance with Section 6.2, may establish a Nominating Committee in accordance with Section 6.3 and may establish and define the responsibilities of such additional standing or special committees from time to time as it shall deem appropriate to conduct the activities of the corporation. Persons who are not members of the Board of Directors shall be eligible to serve on committees other than the Executive Committee. The members and chairmen of all committees shall be nominated by the President and elected by the Board of Directors for a two (2) year term, or until their successors are duly elected, but may be removed at any time by vote of a majority of the Board of Directors then in office.
6.2 EXECUTIVE COMMITTEE The Board of Directors shall elect an Executive Committee consisting of the President, Vice President and Secretary of the corporation and up to two (2) additional directors. The Executive Committee shall exercise all the powers and authority of the Board of Directors (within the limits prescribed by law) between meetings of the Board of Directors.
6.3 NOMINATING COMMITTEE The Board of Directors may elect a Nominating Committee having up to seven (7) members. If appointed, the Nominating Committee shall have responsibility for nominating persons for election to the Board of Directors and as officers of the corporation. A person need not be nominated by the Nominating Committee to be elected as a director or officer of the corporation.
7.1 AMENDMENTS These bylaws may be amended at any meeting of the Board of Directors by vote of a majority of the directors then in office. These bylaws may also be amended at any meeting of the members provided a written notice containing the text of the proposed amendment or summary of the changes to be made by the proposed amendment is sent to the members within the time prescribed for notice of the meeting. No amendment of these bylaws that is inconsistent with the articles of incorporation shall become effective prior to an amendment that may be required in the articles of incorporation.
7.2 2001 BYLAWS AMENDMENTS The following bylaws amendments were adopted by the Board of Directors at a meeting on November 1, 2001 and unanimously approved by a vote of the membership at the business meeting held in Freising Germany on November 3, 2001.
III Board Of Directors
Number and Selection Of Directors
a) The number of directors selected from each region by a vote of members of that region shall be changed from 3 to 4, effective immediately.
b) Directors shall not be elected to serve consecutive four (4) year terms in succession. Directors shall be eligible for reelection to any number of terms. This shall be effective after the close of the 2001 meeting.
c) Directors who change their permanent geographic region residence, to one other than that they were elected to represent, shall have their term expire at the next general meeting. This shall be effective after the close of the 2001 meeting.
7.2 2001 BYLAWS AMENDMENTS CONTINUED The following amendment to the bylaws was approved by the Board Of Directors according to Section 3.8 (Action Without A Meeting). All directors entitled to vote on the action were notified by E-mail and consented in writing. Signed written consents are filed with minutes of the proceedings.
2.1 Membership There shall be three (3) classes of membership in the corporation:
C. Honorary Lifetime Membership. This membership is presented to individuals with a long record of service to the protease community. The number of these memberships and the individual(s) to whom this honor is bestowed is determined by the Board Of Directors with presentations being conferred at the biennial scientific conference.
Testament is hereby given that the Articles Of Incorporation and Bylaws of the International Proteolysis Society along with subsequent Amendments in the year 2001 were adopted by the membership and/or approved by the Board of Directors of the corporation. Amendments to the
Bylaws of the International Proteolysis Society were conducted according to sections of the bylaws covering such actions. Records of the minutes of the meetings of the general membership, meetings of the Board of Directors, and signed written consents (Action Without A Meeting) are filed with minutes of the proceedings.
Bruce E. Linebaugh, Treasurer Date
Bonnie F. Sloane, President (ex-officio) Date