IAPSAP Bylaws
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The International Association for Protein Structure Analysis
and Proteomics (hereinafter called “the Corporation”) has
been organized for the following purposes:
- To promote the discovery and exchange of new methods and
techniques for the analysis of protein structure.
- To facilitate the application of methods in protein structure analysis
in the pursuit of solutions to biological problems.
- To support and foster the education of researchers
in the techniques of protein chemistry, protein structure analysis,
and proteomics.
Article II - Offices
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Principal Office: The principal office of
the Corporation shall be at: c/o Carl W. Anderson, P.O. Box 5000,
50 Bell Avenue, Upton, NY 11973-5000; or at such other place as the
Board of Directors shall from time to time determine.
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Registered Office: The registered office
of the Corporation in Virginia shall be at the site indicated in
the Articles of Incorporation or such place as the Board of Directors
shall from time to time by resolution determine.
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Other Offices: The Corporation may, in addition
to its principal office, have offices in such places, either within
or without the Commonwealth of Virginia, as the activities of the
Corporation may require from time to time.
Article III - Directors
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General Powers: The business and affairs
of the Corporation shall be managed by the Board of Directors, and
all corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly required by these Bylaws, by the Articles
of Incorporation, or by law. The Executive Committee is responsible
to and shall report to the Board of Directors.
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Number and Term of Office: The Board of Directors
shall consist of fifteen regular directors, plus three ex officio
directors who are the chairs of the Organizing Committees for the
two past and immediate future main international scientific meeting
of the Corporation (currently known as MPSA). The regular directors
shall be divided into three classes, known as Class A, Class B,
and Class C. Each regular director shall be elected to a term of
six years, commencing on January 1 following election and ending
December 31 of the sixth year following election, except that the
term of office of the initial directors in Class A shall expire
on December 31 of the second year after such directors are first
named, the term of office of those of Class B shall expire two years
thereafter, and those of Class C will expire two years thereafter.
Each ex officio director shall become a director of the Corporation
on the January 1 following his or her appointment as chair by the
President and shall serve for a period of six years. Ex officio
directors shall have the same rights and privileges as regular directors.
If a regular director is appointed a meeting chair, that director’s
term will automatically be extended to six years. The vacancy thus
created may be filled for the remaining term of the regular director
at the discretion of the Board of Directors.
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Election: The Board of Directors shall have
perpetual succession. All members of the Board of Directors shall
be elected by cooptation. The directors constituting the initial
Board of Directors appointed in the Articles of Incorporation shall
hold office until the organizational meeting of the Corporation
and shall elect the full slate of directors. Thereafter, the election
of the Board of Directors shall be as described below. A regular
meeting of the Board of Directors will be held approximately every
two years for the purpose of electing new directors. At each such
meeting at which a quorum is present, the persons receiving the
greatest number of votes, up to the number of the directors to be
elected, shall be the members of the Board of Directors.
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Qualifications:
- Directors - Individuals who are scientists
with the rank of Ph.D., M.D., or a person with equivalent experience,
dedicated to the purpose of the Corporation, and members of a research
institution, educational institution, or an employee of a biotechnical
company (subject to the restrictions given below) are eligible to
become directors of the Corporation. No director shall be an employee
of a vendor or an industrial supplier whose major business involves
providing equipment or reagents for work in the fields of protein
chemistry or protein structure determination; however, directors
may serve as consultants for such vendors or industrial suppliers
provided that no more than 10 percent of their annual income is
derived from said vendors or suppliers. No more than five regular
directors may be permanent residents or citizens of the same country,
and no more than two directors may be employed by the same research
or educational institution or company. The Board of Directors of
the Corporation shall make all decisions in their discretion regarding
whether an individual meets the requirements of this section.
- Honorary Directors - Individuals who are or have been scientists
with the rank of Ph.D., M.D., or a person with equivalent
experience, dedicated to the purposes of the Corporation, and
members or past members of a research institute, educational
institution, or an employee of a biotechnology company (subject to
the restrictions given below) are eligible to be honorary directors
of the Corporation. Honorary directorship is reserved for
individuals who have performed significant service to the
Corporation and who retain an interest in the goals of the
Corporation, but who may no longer be active in the affairs of the
Corporation. Honorary directors have no voting rights with regard to
the business of the Corporation. Individuals may be nominated for
honorary directorship by any director. Election to honorary
directorship requires an affirmative vote by a majority of the Board
of Directors.
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Nomination to Board of Directors: At least
one month and not more than six months before each regular meeting,
the President shall receive all nominations for new directors to
be elected at the subsequent regular meeting of the Board of Directors.
Current directors whose term is due to expire may be nominated for
reelection. Nominations may be made by any director, but no director
may nominate himself or herself. All such nominations shall be in
writing and shall be seconded in writing by a second director from
a different research or educational institution. Each director may
participate not more than twice per election by nominating or by
seconding a nomination. In order to be considered for election,
each nominee must agree to serve if elected. If fewer than five
nominees have been named by directors prior to any regular meeting,
the Board of Directors may nominate additional candidates such that
an aggregate of up to ten nominees shall have been named prior to
such regular meeting.
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Resignation, Removal and Vacancies: Directors
are expected to attend regular IAPSAP Board of Director meetings
held in conjunction with MPSA meetings unless specifically excused
by the President or a majority of the Executive Committee as recorded
by the Secretary. Any director may resign at any time by delivering
written notice to the Board of Directors, its chairman, the President,
or the Secretary. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date. If
a resignation is made effective at a later date, the Board of Directors
may fill the pending vacancy before the effective date if the Board
of Directors provides that the successor does not take office until
the effective date. The Board of Directors may remove one or more
directors with or without cause by a majority vote of the Board
of Directors at a meeting called for the purpose of removing the
director, at which a quorum is present. The meeting notice shall
state that the purpose, or one of the purposes, of the meeting is
removal of the director. If a vacancy occurs on the Board of Directors,
the Board of Directors may fill the vacancy by vote of a majority
of the directors then in office. The director elected to fill such
vacancy shall hold office for the unexpired term in respect of which
such vacancy occurred.
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Compensation: Directors, as such, shall not
receive any stated salary for their services, but by resolution
of the Board of Directors may receive reimbursement for expenses
incurred in performing the functions of a director and a member
of any committee of the Corporation. Nothing herein contained shall
be construed so as to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.
Article IV - Meetings of the Board of Directors
- Meetings:
- Regular Meetings - Regular meetings of the
Board of Directors shall be held at such times and places as the
Board of Directors may from time to time by resolution determine,
or (unless contrary to a resolution of the Board of Directors) at
such place as shall be specified in the respective notices or waivers
of notice thereof. A regular meeting of the Board of Directors shall
be held in conjunction with each international meeting sponsored
by the Corporation.
- Special Meetings - Special meetings of the
Board of Directors shall be held whenever called by the President
or a majority of the directors at the time in office. Any and all
business may be transacted at a special meeting that may be transacted
at a regular meeting of the Board of Directors.
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Notice of Meetings: Unless required by resolution
of the Board of Directors, notice of any regular meeting of the
Board need not be given. Notice of each special meeting shall be
mailed to each director, addressed to him or her at his residence
or usual place of business, at least three days before the date
on which the meeting is to be held; or such notice shall be delivered
to him or her personally or by telephone not later than twenty-four
hours before the time at which the meeting is to be held. Every
such notice shall state the time and place of the meeting, but need
not state the purposes of the meeting. No notice of the reconvening
of any adjourned or recessed meeting need be given except as contained
in the resolution or ruling directing the adjournment or recess.
Anything in these Bylaws or in any resolution adopted by the Board
of Directors to the contrary notwithstanding, proper notice of any
meeting of the Board of Directors shall be deemed to have been given
to any director if such notice shall be waived by him or her in
writing before or after the meeting. A director who attends a meeting
shall be deemed to have had timely and proper notice thereof, unless
he or she states at the beginning of the meeting that he or she
attends for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.
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Quorum and Voting: A majority of the number
of directors shall constitute a quorum for the transaction of business.
The act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors.
In the absence of a quorum, a majority of the directors present
may adjourn the meeting from time to time without further notice
until a quorum is obtained. The directors shall act only as a Board
and the individual directors shall have no power.
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Order of Business: At each meeting of the
Board of Directors, the President of the Corporation, or in the
President’s absence, a director chosen by the majority of
directors present, shall act as chairman. The Secretary of the Corporation,
or, in the discretion of the chairman, any person appointed by the
chairman, shall act as secretary of the meeting. The order of business
and procedure at meetings of the Board of Directors shall be determined
by the chairman, and the vote on all matters before any meeting
shall be taken in such manner as the chairman may prescribe. However,
such order of business may be changed by a majority of those present
at such meeting and entitled to vote thereat.
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Action by Directors Without a Meeting: Any
action required to be taken at a meeting of the Board of Directors,
or which may be taken at a meeting of the Board of Directors, may
be taken without a meeting if a consent in writing, setting forth
the action so to be taken, shall be signed by all of the directors.
Such consent shall have the same force and effect as a unanimous
vote.
Article V - Committees
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Committees: The Board of Directors may create
one or more committees and appoint members of the Board of Directors
to serve on them. Each committee shall have two or more members
who serve at the pleasure of the Board of Directors. The creation
of a committee and appointment of members to it shall be approved
by the number of directors required to take action under Article
IV, Section 3 of these Bylaws.
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Authority of Committees: To the extent specified
by the Board of Directors, each committee may exercise the authority
of the Board of Directors under Article III, Section 1 of these
Bylaws, except that a committee may not (i) approve or recommend
to the Board of Directors action that is required by law to be approved
by the Board of Directors, (ii) fill vacancies on the Board of Directors
or on any of its committees, (iii) amend the Articles of Incorporation,
(iv) adopt, amend, or repeal these Bylaws, or (v) approve a plan
of merger not requiring Board of Directors approval. The creation
of, delegation of authority to, or action by a committee does not
alone constitute compliance by a director with the standards of
conduct required of a director.
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Committee Meetings: Except as specified below,
the provisions of these Bylaws relating to meetings, notice and
waiver of notice, quorum and voting, and consents shall apply to
committees and their members.
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Executive Committee:
- Number and Term of Office - The Executive
Committee shall consist of six persons. The Executive Committee
shall be divided into three classes, known as Class A, Class B,
and Class C. Each member of the Executive Committee shall be elected
to a term of six years, commencing on January 1 following election
and ending December 31 of the sixth year following election, except
that the term of office of the initial members of the Executive
Committee in Class A shall expire on December 31 of the second year
such members are first named, the term of office of those of Class
B shall expire two years thereafter, and those of Class C will expire
two years thereafter.
- Qualifications - Each member of the Executive
Committee shall be a director as defined in these Bylaws. Each member
of the Executive Committee shall not be an employee of a vendor
or an industrial supplier of equipment used in biological research;
however, Executive Committee members may serve as consultants for
such vendors or suppliers provided no more than 10 percent of their
annual income is derived from said vendors or suppliers. No two
Executive Committee members may be employed by the same research
or educational institution. Except in the case of the initial members
of the Executive Committee, each member of the Executive Committee
must have been a director of the Corporation for at least two years.
- Nomination of Members - The President shall
receive nominations for members of the Executive Committee to be
elected at the subsequent regular meeting of the Board of Directors
at least one month prior to the meeting. Nominations may be made
by any director of the Corporation. All such nominations shall be
in writing and shall be seconded in writing by a second director
from a different research or educational institution. Each director
may not participate more than once per election by nominating or
seconding a nomination. Each nominee shall be a director and, in
order to be considered for election to the Executive Committee,
shall agree to serve on the Executive Committee if elected. If fewer
than two nominees have been named by directors prior to any regular
meeting of the Board of Directors, the Board of Directors may nominate
additional candidates such that an aggregate of up to four nominees
shall have been named prior to such regular meeting.
- Election. At each meeting of the Board
of Directors for the election of members of the Executive Committee,
the persons receiving the greatest number of votes, up to the number
of members of the Executive Committee to be elected, shall be the
members of the Executive Committee.
- MPSA Organizing Committee: The MPSA Organizing
Committee shall consist of a chair, two or more directors, and additional
non-directors recommended by the chair and approved by the Board
of Directors. The MPSA Organizing Committee chair shall be recommended
by a majority vote of the Board of Directors at the regular meeting
of the Board of Directors held in conjunction with an MPSA meeting
and appointed by the President. The chair shall serve until a new
chair is elected. Should no meeting of the Board of Directors take
place in conjunction with an MPSA meeting, if no chair is elected
at such a meeting, or if it becomes necessary to replace the MPSA
Organizing Committee chair, a new chair may be appointed by the
President upon recommendation by a majority of the Executive Committee.
In general, the chairs for the two most recent MPSA meetings will
serve on the MPSA Organizing Committee. Other members of the Board
of Directors may be appointed to the MPSA Organizing Committee by
the Board of Directors. Non-directors may be appointed to the MPSA
Organizing Committee by the President after recommendation by a
majority vote of the Executive Committee. The purpose of the MPSA
Organizing Committee shall be to advise the chair regarding the
organization of the subsequent MPSA meeting. The chair of the MPSA
Organizing Committee shall establish such other committees as are
required to run the MPSA meeting. Generally, these will include
a Program Committee and a Local Organizing Committee. Membership
in such MPSA committees is not restricted with respect to membership
in the Board of Directors, but may include members of the Board
of Directors.
- Edman Award Committee: The purpose of the
Edman Award Committee shall be to select the recipient(s) of the
Edman Award, to advise the Board in other matters pertaining to
this award, and to raise funds and perform other tasks as may be
necessary to support the award. The Edman Award Committee shall
consist of a Chair and seven members, at least two of whom are IAPSAP
Executive Committee members, one of whom shall be the Treasurer,
and additional member(s) recommended by the Chair and approved by
the Executive committee. Membership in the Edman Award committee
is not restricted with respect to membership in the Board of Directors,
but shall include members of the IAPSAP Board of Directors. The
Edman Award Committee Chair shall be elected by a majority vote
of the committee and appointed by the President. The Chair shall
serve until a new chair is elected by the Edman Award committee.
In the event that the committee is unable to elect a Chair, or if
it becomes necessary to replace the Edman Award Committee Chair,
a new Chair may be appointed by the President upon recommendation
by a majority of the IAPSAP Executive Committee. Other members may
be appointed to the Edman Award Committee by the President after
recommendation by a majority vote of the Executive Committee as
required. The Chair of the Edman Award Committee shall recruit such
other advisors as may be required to select the Edman Award recipient.
Generally, these will include internationally prominent researchers
in biochemistry and related subject areas. Award funds shall be
kept in a separate account under the joint control of the Chair
and the IAPSAP Treasurer. Additional guidelines with respect to
the committee and its function are found in the internal document:
“Guidelines for the Edman Award Committee”.
Article VI - Officers
- Officers: The officers of the Corporation
shall be a President, a Secretary, and a Treasurer, and such other
officers as may be elected or appointed by the Board of Directors.
Any two or more offices may be held by the same person.
- Election, Term of Office and Qualifications:
The officers shall be elected by the Board of Directors as soon
as practicable after the meeting of the Board of Directors at which
the elections of Executive Committee members are held. Each officer
shall hold office until his or her successor shall have been duly
elected or until death, resignation or removal in the manner hereinafter
provided. All officers must be members of the Board of Directors,
and the President, the Secretary, and the Treasurer shall be members
of the Executive Committee.
- Subordinate Officers: The Board of Directors
may from time to time establish offices in addition to those expressly
designated in Section VI.1 with such duties as are provided in these
Bylaws or as may from time to time be determined.
- Removal: Any officer may be removed, either
with or without cause, by resolution declaring such removal to be
in the best interests of the Corporation and adopted by any regular
or special meeting of the Board of Directors by a majority of the
directors then in office. Any such removal shall be without prejudice
to the recovery of damages for breach of the contract rights, if
any, of the person removed. Election or appointment of an officer
or agent shall not of itself, however, create contract rights.
- Resignations: Any officer may resign at any
time by giving oral or written notice to the Board of Directors,
the President, or the Secretary of the Corporation. Any such resignation
shall take effect at the date of receipt of such notice or at any
later time therein specified.
- Vacancies: A vacancy in any office because
of death, resignation, removal, disqualification or any other cause
shall be filled for the unexpired portion of the term by the Board
of Directors.
- Compensation: Salaries or other compensation
of the officers may be fixed from time to time by the Board of Directors.
No officer shall be prevented from receiving his or her salary by
reason of the fact that he or she is also a director of the Corporation.
- President: The President shall be the chief
executive and administrative officer of the Corporation and have
general supervision of the business of the Corporation, subject,
however, to the control of the Board of Directors. In general, the
President shall perform all duties incident to the office of the
President and such other duties as may from to time be assigned
to him or her by the Board of Directors.
- Vice President(s): The Vice President(s),
if such an office is created, shall perform such duties as from
time to time may be assigned by the Board of Directors or by the
President.
- Secretary: The Secretary shall act as secretary
of all meetings of the Board of Directors of the Corporation; shall
keep the minutes thereof in the proper book or books to be provided
for that purpose; shall see that all notices required to be given
by the Corporation are duly given and served; shall be the custodian
of the seal of the Corporation and shall affix the seal or cause
it to be affixed to all documents the execution of which on behalf
of the Corporation under its corporate seal is duly authorized in
accordance with the provisions of these Bylaws; shall have charge
of the books, records and papers of the Corporation relating to
its organization and management as a corporation; shall see that
any reports or statements relating thereto, required by law or otherwise,
are properly kept and filed; and, in general, performing all the
duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him or her by the Board
of Directors or by the President.
- Treasurer: The Treasurer shall have the custody
of and be responsible for all funds and securities of the Corporation
from any source whatsoever; shall be responsible for depositing
all monies in the name of the Corporation in such banks, trust companies,
or other depositories as shall be selected in accordance with the
provisions of these Bylaws; disbursing monies by check or draft
on the authorized depositories of the Corporation signed in such
manner as shall be determined in accordance with the provisions
of these Bylaws; regularly entering or causing to be entered in
books to be kept by him or her or under his or her direction full
and accurate accounts of all money received and paid by him or her
for account of the Corporation; and, in general, performing all
the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him or her by the Board
of Directors or by the President.
Article VII - Contracts, Checks, Drafts, Bank Accounts and Proxies
- Execution of Documents: The President or
any other officer, employee or agent of the Corporation designated
by the Board of Directors, or designated in accordance with corporate
policy as approved by the Board of Directors or the Executive Committee,
shall have power to execute and deliver deeds, leases, contracts,
mortgages, bonds, debentures, checks, drafts, and other orders for
the payment of money and other documents for and in the name of
the Corporation, and such power may be delegated (including the
power to re-delegate) by written instrument to other officers, employees
or agents of the Corporation.
- Deposits: All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit
of the Corporation or otherwise in accordance with corporate policy
as approved by the Board of Directors. The President or any other
officer of the Corporation designated by the Board of Directors
shall have the authority (i) to appoint from time to time an agent
or agents of the Corporation to exercise in the name and on behalf
of the Corporation the powers and rights which the Corporation may
have as a holder of stock or other securities in any other corporation;
(ii) to vote or consent in respect of such stock or securities;
and (iii) to execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise,
such written proxies, powers of attorney, or other instruments as
he or she may deem necessary or proper in order that the Corporation
may exercise such powers and rights. The President or any such designated
officer may instruct any person or persons appointed as aforesaid
as to the manner of exercising such powers and rights.
Article VIII - Sponsors
Any institution that contributes to the Corporation an
annual fee determined by the Board of Directors shall be a “Sponsor”
as that term is used in these Bylaws.
Article IX - Amendments
The Board of Directors may later amend or repeal these
Bylaws or adopt new Bylaws of the Corporation at any duly noticed regular
or special meeting of the Board of Directors by a two-thirds majority
vote of the directors present at the meeting, and such notice shall
include a copy of the proposed change(s) and shall be given at least
one month before the meeting at which the proposed change(s) are to
be voted upon.
Certification
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of the
International Association for Protein Structure Analysis and Proteomics,
a Virginia corporation, and that the foregoing Bylaws constitute the
original Bylaws of said Corporation, as duly adopted by the Board of
Directors on this day.
In witness whereof, I have hereunto subscribed my name
this
day of , _____________.
CARL W. ANDERSON, SECRETARY
Last Revision: October 29, 2002
- Amended December 14, 2000 to include Edman Award Committee
as Item 6 under Article V - Committees. Unanimous vote for the amendment.
- Amended October 28, 2002 in Article III - Directors; Section
4 Qualifications; Subsection a. Directors. to include only regular (not
ex officio) Directors in the limitation of the number of Directors from
one country. Unanimous vote for the amendment.
- Amended October 29, 2002 by addition of a sentence at the beginning
of Article III. Directors; Section 6. Resignation, Removal and Vacancies:
regarding expectations for attendance of Board Meetings held in conjunction
with MPSA meetings. Unanimous vote for the amendment.
Last Modified: February 1, 2008
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