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The name of this association is Epigenetics Society and the
object of the Society shall be to foster scientific research and
education in the field of DNA methylation among scientists, including
graduate students interested in the field of naturally occurring
DNA methylation (including in prokaryotes and eukaryotes).
The activities of the Society shall include, but shall not be limited
to: maintaining a directory of members; publicizing the study of
DNA methylation to those molecular biologists not directly working
in this area; organizing small meetings or sections of larger meetings;
interacting with other scientific societies with overlapping interests;
and setting up an electronic bulletin board for communicating information
on techniques, meeting highlights, ongoing projects, abstracts from
pertinent articles or articles in inaccessible journals, and short
written discussions comparing different articles on a given aspect
of DNA methylation.
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The Board of Directors may grant any qualified individual membership
in the Society. Membership shall be open to scientists, including
graduate students, interested in the field of naturally occurring
DNA methylation (including in prokaryotes and eukaryotes). Each
prospective member's application shall be approved by the Board
of Directors, the power of which may be delegated to the President
or to an Executive Committee, to be constituted as described in
these Bylaws.
The annual meeting shall be held in the month of May, at a time
and place designated by the Board of Directors. Notice shall be
mailed to the membership. The presence in person or by proxy of
ten (10) percent of the voting membership shall constitute a quorum.
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There shall be a Board of Directors consisting of not less than
three (3) and no more than twelve (12) persons. They shall serve
for terms of two (2) years each. The Board of Directors shall have
an annual meeting in the month of May, and notice of such meeting
shall be mailed to the Directors. Notwithstanding this provision,
the business of the Society may be conducted by mail ballot in lieu
of an annual meeting, as provided in Article XI of the Articles
of Incorporation. The Board of Directors shall elect from among
its members a President, Vice-President, and Secretary-Treasurer.
These officers shall be known as the Executive Committee and shall
serve for a one-year term. The Board of Directors may delegate its
responsibilities and duties to the Executive Committee.
Any director absent from a meeting of the Board, or any committee
thereof, may be represented by any other director of member, who
may cast the vote of the absent director according to the written
instructions, general or special, of the absent director.
Vacancies occurring in any office, including the Board of Directors
and Officers, before the term has expired shall be filled by appointment
by the Executive Committee until the next Annual Meeting of the
Membership.
Special meetings of the Board of Directors may be called at any
time by the President, or in his or her absence, by the Vice-President
and, on the written request of two or more Directors, shall be called
by the Secretary. Notice of such special meetings shall be given
to all Directors by telephone, fax, or E-mail, as to the time and
place.
A majority of the whole number of Directors shall be a quorum,
and 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.
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The President shall preside at all meetings, conduct the correspondence
of the Society, circulate the calendar and notices of sanctioned
events to the Membership, and shall appoint all special committees.
The Vice-President shall, in the absence of the President, fulfill
the duties of the Office of President, as assigned by the President.
The Secretary-Treasurer shall keep a record of the proceedings of
all meetings, preserve all documents connected with the business
of the Society, maintain all appropriate records, collect and receive
all monies and pay all bills approved by the Executive Committee
and/or Board of Directors and, at the Annual Meeting of the Board
of Directors, he or she shall submit a written report of the receipts
and expenditures of the Society since the preceding annual meeting.
Upon the authorization of the Board of Directors, the Executive
Committee shall have general management of the affairs of the Society,
shall approve or disapprove applications for membership, and take
such steps as may seem expedient to carry into effect the objects
of the Society. The Executive Committee may, at its discretion,
appoint an Assistant Secretary-Treasurer, and the President may
appoint special committees as he or she deems necessary.
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This corporation shall indemnify all of its officers, directors,
employees, and agents to the fullest extent authorized by Louisiana
Revised Statutes 12:227A through F, as shall be amended from time
to time, and this society shall have full power to procure or maintain
insurance as provided in Louisiana Revised Statute 12:227F, as amended.
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The rules contained in the current edition of Robert's Rules of
Order, newly revised, shall govern this Society in all cases to
which they are applicable and in which they are not inconsistent
with these Bylaws and any special rules of order the Society may
adopt.
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These Bylaws may be repealed or amended from time to time by a two-thirds
vote of the Board of Directors, provided that each board member has
been notified by mail thirty (30) days prior to the meeting, unless
such notice is waived by two-thirds of the membership of the Board.
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