Table of Contents:
- ARTICLE I. Members
- ARTICLE II. Meetings of Members
- ARTICLE III. Board of Directors
- ARTICLE IV. Officers
- ARTICLE V. Committees
- ARTICLE VI. Emoluments
- ARTICLE VII. Contracts, Checks, Deposits and Funds
- ARTICLE VIII. Dues
- ARTICLE IX. Amendment to By-Laws
SECTION 1. MEMBERSHIP.
Membership shall be open to all persons and institutions interested in genetic epidemiology that have not had their membership previously terminated.
SECTION 2. VOTING RIGHTS.
Each member shall be entitled to one vote on each matter submitted by the board of directors to a vote of the members.
SECTION 3. TERMINATION OF MEMBERSHIP.
Membership may be terminated at the initiative of the board of directors, following an opportunity for a hearing before the board. Any such decision by the Board may be appealed to the membership; to overturn the Board’s decision there must be a two-thirds majority of the voting members, in an electronic ballot.
SECTION 4. REINSTATEMENT.
Members resigned from or dropped from membership for any reason except default in payment of dues must reapply in order to reinstate membership.
SECTION 5. TRANSFER OF MEMBERSHIP.
Membership in this corporation is not transferable or assignable.
Meetings of Members
SECTION 1. ANNUAL MEETING.
An annual meeting of the members shall be held at a time to be determined by the board of directors.
SECTION 2. SPECIAL MEETING.
Special meetings of the members may be called by the board of directors.
SECTION 3. PLACE OF MEETING.
The board of directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
SECTION 4. NOTICE OF MEETINGS.
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by email or by mail, to each member entitled to vote at such meeting, at least two months before the date of such meeting, by or at the direction of the president, or the officers or persons calling the meeting. Whenever a special meeting is called or when there is a meeting required by statute or by these by-laws, the purpose for the meeting shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. If e-mailed, the notice of a meeting shall be deemed delivered when a delivery notice from the member’s registered e-mail address is received.
SECTION 5. INFORMAL ACTION BY MEMBERS.
By written (mailed or e-mailed) petition of ten percent of the membership received within sixty days following a business meeting, the secretary may be directed to submit any action taken in the business meeting to the membership by electronic ballot for ratification. If supported by a majority of the marked ballots returned, the action shall stand; otherwise it shall be declared null and void.
SECTION 6. QUORUM.
The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.
Board of Directors
SECTION 1. GENERAL POWERS.
The affairs of the corporation shall be managed by its board of directors. In the event that a board member has fiduciary responsibilities to a governmental entity (including the United States Federal Government) s/he shall be excused from all financial responsibilities.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors shall be twelve, including the officers and six directors-at-large. At least two directors shall be elected representing members from outside North America. A president elect shall be elected every year commencing on January 1 following the election for a one-year term as “president elect”, to become president for the next year, and past president for a year after that. A secretary and a treasurer shall be elected to three-year terms, which shall begin on July 1 of the first year, and end on June 30 of the fourth year. The officers also include the editor of the Society’s official journal. Directors-at-large are to be elected for three-year terms, two every year, following the procedures described below for the election of officers. Terms for directors-at-large shall begin on January 1 and end on December 31 of the third year. All officers and directors-at-large must be members throughout their terms.
SECTION 3. REGULAR MEETINGS.
A regular annual meeting of the board of directors shall be held without other notice than this bylaw, immediately before, during or after, and at the same place as, the annual meeting of members. The board of directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolutions.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the board of directors may be called by or at the request of the president. Reasonable notice of each such meeting shall be given to each director by mail, telephone, email, or personally.
SECTION 5. QUORUM.
A quorum for the board of directors shall be five members. If less than five directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum shall be present.
SECTION 6. MANNER OF ACTING.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these by-laws.
SECTION 7. VACANCIES.
In case any vacancy occurs in the board of directors between elections, the president shall be empowered to appoint a director to complete the unexpired term.
SECTION 1. OFFICERS.
The officers of the corporation shall be the president, the president-elect, the past president, the editor of the Society’s official journal, the secretary and the treasurer.
SECTION 2. ELECTION.
Immediately prior to the annual meeting of the members, the board of directors will nominate two members to stand for election for the office of president, except that they may, if they so choose, nominate only one member. Names of those nominated will be read at the annual meeting of the members and additional nominations will be solicited either at the annual meeting or within four weeks thereafter. The board of directors will nominate two members to stand for election of the offices of secretary and treasurer no later than April of the final year of service of the current officer, except that they may, if they so choose, nominate only one member for each of the offices. Names of those nominated will be delivered, either personally, by email or by mail, to each member entitled to vote, and additional nominations for secretary will be solicited within four weeks thereafter. Nominations for any office in the corporation can be made from the membership when supported by five members in good standing. The nominating committee (board of directors) will contact those nominated and obtain permission to place their names before the membership. All those nominated must be members of the society throughout their terms. An election shall be held by online ballot for the purpose of electing one of those nominated to each office. Members will be notified of the ballot via email, and members who have opted out of receiving emails in general will have to contact the secretary to receive access to the ballot. The election of the president-elect shall be held during the autumn to permit them to commence their term on January 1 following the election. The election of the secretary and treasurer shall be held during the spring to permit them to commence their terms on July 1 following the election. The membership shall have forty-five days in which to return their ballots. The candidates with simple pluralities shall be declared the winners with the proviso that there must always be at least two directors representing members from outside North America. Ties will be resolved by lot.
SECTION 3. REMOVAL.
Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. VACANCIES.
In case of a vacancy in any office between elections, the president shall be empowered to appoint an officer to complete the unexpired term. In the case that the position of president falls vacant between elections, the president elect will be appointed president. In case that the position of the president-elect falls vacant between elections, the board of directors shall select a president-elect from among the board of directors. If no member of the board of directors is available, a re-election of the president-elect will be called within two months. If the position is not filled by the time of the transition between president-elect and president, the former president will act as president until the position is filled.
SECTION 5. PRESIDENT.
The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. S/he shall preside at all meetings of the members and of the board of directors. S/he may sign, with the treasurer or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments that the board of directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws or by statue to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. In the event that the President has fiduciary responsibilities to a governmental entity (including the United States Federal Government) s/he shall be excused from all financial responsibilities. Such financial duties are then ceded, during the one year term of the president, to the remaining eligible members of the board of directors, who will make decisions on a simple majority rule.
SECTION 6. PRESIDENT-ELECT.
In the absence of the president or in the event of his/her inability to act, the president-elect shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.
SECTION 7. SECRETARY
The secretary shall keep the minutes of the meetings of members and of the board of directors; keep a register of the address of each member that shall be furnished to the secretary by such member; and report current membership statistics annually to the board of directors and to the membership at the annual business meeting. The secretary is responsible for publishing the newsletter, along with arrangements for annual elections, and handles correspondence not aligned with financial issues. The secretary initiates the annual abstract submission process and assists program/board members with the preparation of abstracts and travel award applications for review/award.
SECTION 8. TREASURER
The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these by-laws; and in general perform all duties incident to the office of treasurer. These duties will include the annual membership process via C-vent or similar enterprise, the handling of inquiries regarding membership, the registration process for the annual IGES meeting, and travel and reimbursement arrangements for guest speakers. The treasurer shall report the fiscal status of the corporation annually to the board of directors and to the membership at the annual business meeting, and be responsible for annual tax preparation and corporate licensure.
A Program Committee shall be appointed by the president in consultation with the board of directors and shall consist of six members of the society in addition to the president, the past president, and the president elect. Appointed members shall serve terms of three years, with two of the members to be appointed each year. The president shall designate the chairman for the following year. The Program Committee is responsible for the organization and content of the annual meeting.
The board of directors may constitute and appoint other committees with such powers and authority as the Board shall designate.
The corporation shall not pay a salary to any officer, to any member of the board of directors, or to any committee member.
Contracts, Checks, Deposits and Funds
SECTION 1. CONTRACTS.
The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences or indebtedness issued in the name of the corporation, shall be signed by the treasurer of the corporation.
SECTION 3. DEPOSITS.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank, trust companies or other depositories as the board of directors may select.
SECTION 4. GIFTS.
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the corporation.
SECTION 1. ANNUAL DUES.
The board of directors, upon the recommendation of the membership, may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members.
SECTION 2. PAYMENT OF DUES.
The annual membership is activated upon payment of dues at any point during the membership period.
Amendment to By-Laws
These by-laws may be altered or amended by majority vote of those attending any regularly convened meeting of the corporation.