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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:

  1. To promote the discovery and exchange of new methods and techniques for the analysis of protein structure.
  2. To facilitate the application of methods in protein structure analysis in the pursuit of solutions to biological problems.
  3. To support and foster the education of researchers in the techniques of protein chemistry, protein structure analysis, and proteomics.

 

Article II - Offices

  1. 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.

  2. 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.

  3. 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.

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Article III - Directors

  1. 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.
  2. 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.
  3. 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.
  4. Qualifications:
  1. 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.
  2. 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.
  1. 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.
  2. 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.
  3. 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.

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Article IV - Meetings of the Board of Directors

  1. Meetings:
  1. 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.
  2. 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.
  1. 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.
  2. 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.
  3. 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.
  4. 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.

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Article V - Committees

  1. 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.
  2. 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.
  3. 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.
  4. Executive Committee:
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  1. 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.

  2. 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”.

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Article VI - Officers

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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.
  8. 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.

  9. 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.

  10. 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.

  11. 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.

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Article VII - Contracts, Checks, Drafts, Bank Accounts and Proxies

  1. 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.

  2. 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.

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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.

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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.

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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.

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Last Modified: February 1, 2008


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