BY-LAWS OF THE ASSOCIATION OF AFRICAN BIOMEDICAL SCIENTISTS, INC. (AABS, INC.)
SECTION 1 . Membership in the Association shall be open to all individuals who support the goals and objectives of the Association and are willing to contribute to the achievement of those goals and objectives, as spelled out in the Certificate of Incorporation.
Membership categories shall comprise: Regular and Graduate Student Memberships. Since Graduate Student members shall be charged reduced membership fees, they shall be required to provide verification of Graduate School affiliation.
The election of members shall be either at the annual meeting of the Association, at any meeting of the Board of Trustees of the Association, or at a special meeting of the members or of the Board of Trustees called for that purpose. A majority vote of all the members shall be required for election.
Qualifications for membership, including dues and other financial obligations, may be set by the Board of Trustees or by the membership from time to time as either body may deem necessary or appropriate.
Any member may withdraw from the Association by notice in writing to the President or other acting head of the Association.
SECTION 2 . Annual Meeting . The annual meeting of the members of the Association shall be held during the week of the annual meeting of the “Federation of American Societies for Experimental Biology” (FASEB) held at the venues designated by FASEB, or at such other place and at such other time within or without the State of New York, as the Board of Directors may from time to time determine, commencing in 1999.
The meeting shall be for the purpose of electing Trustee of the Association and for the transaction of such other business as may come before the meeting.
SECTION 3. Notice of Annual Meeting. Notice of the date, time and place of holding such annual meeting shall be given by the Secretary, by mailing a copy thereof to each member, or by delivering the same to each member in person not fewer than ten (10) days before such meeting.
SECTION 4. Special Meetings. Special meetings of the members may be held at the office of the Association in the State of New York, or elsewhere upon the call of the Board of Trustees, the President, or by the members entitled to cast ten (10%) percent of the total number of votes entitled to be cast at such meeting.
SECTION 5 . Notice of Special Meetings . Notice of the date, time, place and purpose of each special meeting shall be given by the Secretary by mailing, or delivering the same to each member not less than ten (10) days before the meeting. Said notice shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.
SECTION 6. Waivers of Notice . Notice of meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after a meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting, shall constitute a waiver of notice by said member.
SECTION 7. Quorum: Adjournments of Meetings . At all meetings of the members, except as otherwise provided by law, a simple majority of the total number of votes entitled to be cast thereat, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the members so present or represented may adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
SECTION 8 . Organization . The President of the Association, or, in the absence of the President, a Vice President, shall preside at all meetings of the members.
In the absence of the President or a Vice President, a Chairman shall be chosen by the members present. The Secretary, or in the Secretary’s absence, an Assistant Secretary of the Association shall act as Secretary at all meetings of the members; but in the absence of the Secretary or an Assistant Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
SECTION 9. Voting. At any meeting of the members, each member present in person or by proxy appointed by an instrument in writing, subscribed by such member or his or her duly authorized attorney and delivered to the Secretary of the meeting, shall be entitled to one vote except as may be provided otherwise in the Certificate of Incorporation. The vote for directors, and, upon demand of any member, the vote upon any question before the meeting, shall be by ballot.
SECTION 10. Action by Members without a Meeting . Whenever, under this chapter, members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the members entitled to vote thereon. Written consent thus given by all members entitled to vote shall have the same effect as a unanimous vote of members.
BOARD OF TRUSTEES
SECTION 1 . Number. Qualifications, Election and Term of Office. The number of Trustees (who shall be officers of the Association) shall consist of no fewer than seven (7). The Board shall include one post-doctoral fellow and one student member, whose membership shall cease upon change in their student or post-doctoral status. One to three advisory members shall be elected to the Board of Trustees. The individuals need not be members of the Association, but will serve as facilitators and provide counsel to the Board. They shall not have voting rights. The trustees shall be elected every three years and each shall continue in office until his or her successor shall have been elected and qualified. Any trustees may be removed, with or without cause, at a special meeting of the members called for that purpose, by the vote of a majority of all the members.
SECTION 2 . Newly Created Trusteeships and Vacancies. Newly created directorships resulting from an increase in the number of trustees and vacancies occurring in the Board for any reason except the removal of trustee without cause may be filled by a vote of a majority of the trustees then in office, although less than a quorum exists, unless otherwise provided in the Certificate of Incorporation. Vacancies occurring by reason of the removal of trustees without cause shall be filled by vote of the members. A trustee appointed to fill a vacancy caused by resignation, death or removal shall be appointed to hold office for the unexpired term of his or her predecessor.
SECTION 3. Resignations . Any director may resign at any time, orally or in writing, by notifying the President or the Secretary of the Association. Any such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4. Compensation . Trustees shall not receive any compensation for serving as trustees. However, nothing herein shall be construed to prevent a trustee from serving the Association in another capacity for which compensation is received.
SECTION 5. Power and Duties The Board of Trustees shall have general power to manage and control the affairs and property of the Association, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board; and shall have full and complete authority with respect to the distribution and payment of the monies received by the Association from time to time; except that the fundamental and basic purposes of the Association, as expressed in the Certificate of Incorporation, shall not thereby be amended or changed and except further that the Board of Trustee shall not permit any part of the net earnings or capital to inure to the benefit of any member or other private individual.
SECTION 6 . Place of Meeting . The Board of Trustees may hold their meetings at such place or places within or outside the State of New York, as the Board may from time to time determine.
SECTION 7. Regular Meetings: Notice . Regular meetings of the Board of Trustees shall be held at such time and place as may be determined by the Board and no notice of such regular meetings need be given.
SECTION 8 . Special Meetings: Notice. Special meetings of the Board may be held at any time and place upon the call of the President or the Secretary and shall be called upon written request of any two directors. Notice of the time, place and purpose of every special meeting of the Board shall be given by the Secretary by mailing, telegraphing or delivering the same to each Trustee, at least forty-eight (48) hours before the meeting.
SECTION 9 . Waivers of Notice of Meetings. Notice of any meeting of the Board need not be given to any Trustee who submits a signed waiver of such notice, whether before or after such meeting, or who attends such meeting without protesting, prior thereto or at its commencement, the lack of notice to such member.
SECTION 10. Quorum: Adjournments of Meetings . A majority of the Trustees in office shall constitute a quorum for the transaction of business; but, if at any meeting of the Board there shall be less than a quorum present, the trustees present may adjourn the meeting from time to time until a quorum is obtained and at any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
SECTION 11 . Executive and Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of three (3) or more directors. Each such committee shall serve at the pleasure of the Board and shall have such power of the Board as may be provided in the resolution establishing the committee.
SECTION 1 . Number and Qualifications . The officers of the Association (who are members of the Board of Trustees) shall be a President, a vice President, a Secretary, a vice Secretary, a Treasurer and such other officers, as the Board of Trustees may from time to time appoint. One person may hold more than one office in the Association, except the offices of President and Secretary or offices corresponding thereto. Any member of AABS, in good standing (i.e. not owing any dues), shall be eligible to hold office.
SECTION 2. Election and Term of Office . The officers of the Association shall be chosen at the meeting of the Board of Trustees held immediately following the annual meeting of the members of the Association. The term of office of Executive Officers shall be two years.
SECTION 3. Other Agents . The Board of Trustees may appoint from time to time such agents as it shall deem necessary, each of whom shall hold office during the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Trustees may from time to time determine.
SECTION 4 . Removal . Any officer of the Association may be removed by a vote of the majority of the Board of Trustees then in office.
SECTION 5. President: Powers and Duties. The President shall preside at all meetings of the members and of the Board of Trustees. The President shall have general supervision of the affairs of the Association. The President shall keep the Board of Trustees fully informed, and shall freely consult with them concerning the activities of the Association. The President shall have power to act alone, unless the Board of Trustees shall specifically require an additional signature, in the name of the Association on all contracts authorized either generally or specifically by the Board. The President shall perform such other duties as shall from time to time be assigned to the President by the Board of Trustees. The immediate Past President shall serve as a non-voting ex-officio councilor for incoming Officers of the Association.
SECTION 6 . Vice President: Powers and Duties . The Vice President shall have such powers and duties as may be assigned by the Board of Trustees. In the absence of the President, the Vice President, in the order designated by the Board of Trustees, shall in general perform the duties of the President.
SECTION 7 . Secretary : Powers and Duties . The Secretary shall act as Secretary of all meetings of the members and of the Board of Trustees, and shall keep the minutes of all such meetings in the books proper for that purpose. The Secretary shall attend to the giving and serving of all notices of the Association. The Secretary shall perform all the duties customarily incident to the office of Secretary, subject to the control of the Board of Trustees, and shall perform such other duties as shall from time to time be assigned to the Secretary by the Board of Trustees.
SECTION 8 . Vice Secretary: Powers and Duties . The Vice Secretary shall perform all the duties of the Secretary in the absence of the latter.
SECTION 9 . Treasurer: Powers and Duties . The Treasurer shall have the custody of all funds and securities of the Association which may come into the Treasurer’s hands. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Association, and shall deposit all monies and other valuable effects of the Association in such banks or depositories as the Board of Trustees may designate. Whenever required by the Board of Trustees, the Treasurer shall render a statement of accounts. The Treasurer shall at all times exhibit the Association’s books and accounts to any officer or director of the Association, and shall perform all duties incident to the position of Treasurer subject to the control of the Board of Trustees, and shall, when required, give such security for the faithful performance of his or her duties as the Board of Trustees may determine. A statement of account shall be given at each annual meeting of the association.
CONTRACTS, CHECKS. BANK ACCOUNTS. INVESTMENTS. ETC,
SECTION 1. Checks. Notes. Contracts, Etc. The Board of Trustees is authorized to select such depositories as it shall deem proper for the funds of the Association and shall determine who shall be authorized in the Association’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.
SECTION 2. Investments. The funds of this Association may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board of trustees in its discretion may deem desirable.
The Association shall indemnify any person made a party to an action by or in the right of the Association to procure a judgment in its favor by reason of the fact that said person, said persons testator or intestate, is or was a trustee or officer of the Association, against the reasonable expenses including attorney’s fees, actually and necessarily incurred by said person in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such director or officer is adjudged to have breached his or her duty to the Association. Such right of indemnification shall not be deemed exclusive of any other rights to which such trustee or officer may be entitled by the Not-for-Profit Association Law, apart from the foregoing provisions.
OFFICE AND BOOKS
SECTION 1. Office . The office of the Association shall be located at New York, New York, or at such other place as the Board of Trustees may from time to time determine.
SECTION 2. Books . There shall be kept, at the office of the Association, correct books of account of the activities and transactions of the Association, including a minutes book, which shall contain a copy of the Certificate of Incorporation, a copy of these by-laws, and all minutes of meetings of the members and of the Board of Trustees.
The seal of the Association shall be circular in form and shall bear the name of the Association and the words and figures showing that it was incorporated in the State of New York and the year of its incorporation.
The fiscal year of the Association shall end on the 30 th day of June or on such other date as shall be established by resolution of the Board of trustees.
Amendments to these By-laws may be proposed in writing, by any regular member, to the President at any time up to three months in advance of any Business Meeting of the Association. These By-laws may be amended, added to or repealed by two-thirds majority vote of members forming a quorum for a Business meeting of the Association.
BY-LAWS ADOPTED, 18th APRIL, 1999.