Society ByLaws

Society Information

Membership

By-laws of the Human Genome Variation Society

Article I: Offices

Article II: Membership

Article III : Meetings of Members

Article IV: Council

Article V: Officers

Article VI: Nomination and Election of Officers and Council Members

Article VII : Checks

Article VIII: Corporate Seal

Article IX: Fiscal Year

Article X: Amendments

Article XI: Books and Records

Article XII: Inspection of Books

Article XIII: Advances

Article XIV: Indemnification

Article XV: Exempt Activities

Article XVI: Definitions and Usage

Article I: OFFICES

Section 1.01.

Registered Office. The registered office of the Organization in Melbourne , Australia shall be that set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or in a certificate prepared by the Council and filed with the Secretary of State of New York.

Section 1.02.

Other Offices. The principal office of the Organization shall be located with the Secretary or as designated by the Council. The Organization may also have offices and places of business at such other places both within and without Melbourne , Australia , as the Council may from time to time determine or the business of the Organization may require.

Section 1.03

Purposes. The purposes of the Organization shall be, but are not limited to, the following:

•  To promote interdisciplinary research on the effects of variations in the DNA sequence including mutations and polymorphisms;

•  To encourage the exchange and dissemination of information regarding all aspects of DNA sequence variation, including but not limited to the production of a database for the dissemination of this information;

•  To encourage and facilitate collaboration between investigators interested in the broad topic of DNA variation;

•  To foster a journal which has as its principal object the publication of manuscripts reporting on mutation research as means to disseminate new information and to promote collaboration;

•  To organize a meeting of the membership of the Organization at least once a year.

•  To provide con sultation to the public on relevant issues of national and international importance.

Article II: MEMBERSHIP

Section 2.01.

Classes . There shall be two classes of membership: "Members" and "Honorary Members".

Section 2.02.

Qualifications of Members . Scientists who have a strong interest in the broad topic of DNA mutation and variation shall be eligible for general membership.

Section 2.03.

Election of Members. An individual shall become a member of the Organization upon full payment of the annual dues.

Section 2.04.

Rights of Members . Members in good standing who have paid their annual dues will have the right to vote as set forth herein at all meetings of members, to hold office, to place in nomination the names of individuals for office, to present papers at scientific meetings, and, if included in dues, to receive any journals sponsored by the Organization.

Section 2.05.

Dues . Dues shall be paid by all Members and the amounts will be determined by the Council. Unless otherwise provided by the Council, dues shall include fees for membership in the Organization, for payments for journals sponsored by the Organization, and for associated memberships in other mutation societies as determined by the Council with the approval of the General Assembly. Unless otherwise provided by the Council, dues shall be payable by December 1 of each year, and notice shall be given to members who have not paid by December 31. Members who have not paid dues by December will be con sidered delinquent and not in good standing and will not be eligible to vote, hold office, place names in nomination, nor receive a journal sponsored by the Organization. Delinquent Members can be reinstated by payment of delinquent dues for such year and any prior years for which they wish to receive past issues of an Organization-sponsored journal.

Section 2.06.

Honorary Members. Distinguished scientists who have con tributed to the accomplishment of the goals of the Organization or to the broad area of mutation research in a unique or outstanding way may be nominated by the Council for honorary membership, subject to the approval by the General Assembly. Honorary Members will not pay dues to the organization but will pay any subscription dues for journal or for membership in any other associated mutation societies. Honorary Members shall have voting privileges.

Section 2.07.

Transferability of Membership. Unless otherwise provided by the Council, membership in the Organization shall not be transferable.

Section 2.08.

Withdrawal from Membership. Any Member or Honorary Member of the Organization may give written notice to the Organization of his desire to withdraw from membership. Unless a later date is stated therein, the notice shall be effective upon receipt by the Organization. A withdrawing member or Honorary Member shall not be entitled to any refund of dues or other fees paid in con nection with membership in the Organization.

Article III : MEETINGS OF MEMBERS

Section 3.01.

General Scientific Meetings. A General Scientific Meeting for the membership at large shall be organized at least once a year. The time and place of the General Scientific Meeting will be determined by the Council.

Section 3.02.

Special Scientific Meetings . A Council will encourage member-sponsored special scientific con ferences that coincide with other scientific assemblies at which Members of the Organization are frequently in attendance.

Section 3.03.

International Scientific Meetings. The Organization will encourage and support International Scientific Meetings for scientists dedicated to research on the broad topic of DNA mutation and variation.

Section 3.04.

Administrative Meetings of the General Assembly.

Section 3.04-a.

Composition. The General Assembly is composed of all Members of the Organization.

Section 3.04-b.

Time and Place. Administrative meetings of the General Assembly shall be held at the same time as all General Scientific Meetings of the Organization or at any other special or International Scientific Meetings designated by the Council.

Section 3.04-c.

Agenda of the Administrative Meeting of the General Assembly. The Administrative Meeting of The General Assembly shall include but shall not be limited to:

(a) The President's report;

(b) The Secretary's report;

(c) The Treasurer's report;

(d) The election of officers;

(e) Election of Council Members; and

(f) Old and new business.

Section 3.05.

Special Meetings . Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Council.

Section 3.06.

Notice of Meetings. Notice of meetings of the General Assembly shall be in writing. Such notice shall state the place, date, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. A copy of such notice shall be wither delivered personally or mailed, postage prepaid, or sent by electronic means to each member of record entitled to vote at such meeting pursuant to Section 3.16 hereof not less than ten (10) days before such meeting, excluding the day thereof. If mailed, it shall be directed to each Member at his address as it appears upon the records of the Organization, and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date that such notice is deposited in the mail for transmission to such Member. Personal delivery of any such notice to a corporation, an association, or a partnership shall be accomplished by personal delivery of such notice to any officer of a corporation or an association or to any member of a partnership.

Section 3.07.

Published Notice of Meetings. Notwithstanding Section 3.06 hereof, if the Organization has at least 300 members, the Council may elect to give notice of a regular or special meeting of the General Assembly by publication thereof in the Society journal and on the Society Website or any other journal deemed appropriate by the Council. Such published notice shall con tain the information set forth in Section 3.06 hereof.

Section 3.08.

Waiver of Notice. Notice of any meeting of the Members may be waived before, at, or after such meeting in a writing signed by the member or representative thereof entitled to vote for the Member. Such waiver shall be filed with the Secretary or entered upon the records of the meeting.

Section 3.09.

Purpose of Special Meetings . Business transacted at any special meeting of the Members shall be limited to the matters stated in the notice, or other matters necessarily incidental thereto.

Section 3.10.

Quorum; Adjournment . One third of the members, shall con stitute a quorum for the transaction of business at Administrative Meetings of the General Assembly, except as maybe otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at Administrative Meetings of the General Assembly, a lesser number of members entitled to vote thereat, present in person or represented by proxy, may adjourn any meeting to a later date or time. If a quorum is present when a duly called or held meeting is con vened, the Members present in person or represented by proxy may con tinue to transact business until adjournment notwithstanding the withdrawal of enough Members originally present in person to leave less than a quorum and for the purposes of voting pursuant to Section 3.10 hereof, quorum of the Organization shall be deemed to be present in person.

Section 3.11.

Vote Required . When a quorum is present in person at any meeting, the vote of a majority of the voting Members of the Organization present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one that by express provision of statute or of the Articles of Incorporation or of these By-laws requires a different vote in which case such express provision shall govern the vote required. In the event of a tie, the President will cast the deciding vote.

Section 3.12.

Voting Rights and Cumulative Voting . Every Member of record of the Organization shall be entitled at each meeting of the Members to one vote. There shall be no cumulative voting by the Members.

Section 3.13.

Voting by Mail or Other Means . If the Council so resolves and states in the notice provided to Members, voting on any single issue, including the election of Council, may take place by mail, email or other reasonable means in lieu of a meeting of the Members. A vote by mail shall have all the effects of a vote taken at a regular or special meeting, provided that at least one third of the membership so votes.

Section 3.14.

Proxies. At any meeting of the Members, any Member may be represented and vote by a proxy or proxies appointed by an instrument in writing and filed with the Secretary at or before the meeting. In the event that any instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one shall be present then that one, shall have and may exercise all of the proxies so designated unless the instrument shall otherwise provide. If the proxies present at the meeting are equally divided on an issue, the votes represented by such proxies shall be equally divided. No proxy shall be valid after the expiration of six (6) months from the date of its execution. Subject to the above, any duly executed proxy shall con tinue in full force and effect and shall not be revoked unless written notice of its revocation or a duly executed proxy bearing a later date is filed with the Secretary of the Organization.

Section 3.15.

Action in Writing . Any action required or permitted to be taken at any meeting of the Members of the Organization may be taken without a meeting, without prior notice, and without a vote, if a con sent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to notice of a meeting for such purpose.

Section 3.16.

Closing of Books; Record Date . The council may fix a date, not exceeding sixty (60) days preceding the date of any meeting of the Members of the Organization, as a record date for the determination of the Members entitled to notice of and to vote at such meeting, and in such case only Members of record on the date so fixed or their legal representative shall be entitled to notice of and to vote at such meeting. If the Council fails to fix such a record date, the record date shall be the thirtieth (30th) day preceding the date of such meeting.

Article IV: COUNCIL

Section 4.01.

General Powers . The business of the Organization shall be managed by its Council, which may exercise all such powers of the Organization and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised or done by the members. Without limiting this grant of power in any way, the Council shall have the power:

(a) To plan and hold national and regional scientific meetings;

(b) To enter agreements for the participation of the Organization in other regional or international meetings;

(c) To publish or enter agreements to publish such journals and other publications as may be authorized by majority of the Council;

(d) To designate a journal dedicated to the broad field of DNA mutation and sequence variation as the sponsored journal of the Organization;

(e) To apply for grants or secure donations for specific projects which are con sistent with the purposes of the Organization;

(f) To authorize the expenditure of Organization funds;

(g) To appoint a substitute to fill a vacancy in the Office of Secretary/Treasurer;

(h) To elect one of its members by majority vote as Acting President in the event that the Presidency becomes vacant at the time when there is not President-elect;

(i) To appoint an Executive Secretary with appropriate compensation to assist in handling the affairs of the Organization;

(j) To appoint and delegate its powers and duties to such committees as it shall from time to time see fit to deal with matters related to the purpose of the Organization;

(k) To obtain an annual audit of the Organization's finances;

(l) To affiliate with other non-profit organizations; and

(m) To appoint Members to committees and other activities necessary for planning and development of interregional and international meetings and symposia.

Section 4.02.

Number; Qualifications. The President, the President-elect, the Secretary, and the Treasurer (or, if applicable, the Secretary/Treasurer) shall serve as voting members of the Council during their terms of office. Nine (9) other members of the Organization shall be elected to the Council to provide appropriate representation from around the world, as well as from the major fields con tributing to DNA mutation and sequence variation.

Section 4.03.

Term of Office. The initial members of the Council shall be elected by the Incorporator and hold office until the first general election as hereinafter provided. At the first Administrative Meeting of the General Assembly, the Members of the Council shall be elected as near as may be to the following: three to serve one year, three to serve two years, and three to serve three years. Thereafter, Council Members shall be elected for terms of three years.

Section 4.04.

Ex-Officio Council Members . The Council may appoint one or more ex-officio Council Members. Ex-officio Council Members shall not be entitled to vote and shall not be counted toward a quorum of Council Members. All rights, privileges, duties, liabilities, and authority, and the duration of the foregoing, of ex-officio Council Members shall be as provided from time to time by the Council.

Section 4.05.

Vacancies . In the event that any Council Member shall resign, die, be removed from office, become disqualified, or refuse to act during his term of office, or any vacancy or vacancies in the Council shall occur for any other reason, such vacancy or vacancies may be filled be a majority vote of the remaining Members of the Council, although less than a quorum, the provisions of Section 4.06-e hereof notwithstanding. However, in the event that there are no duly elected and qualified Council Members remaining in office, then the voting Members shall elect by majority vote a new Council Member to fill such vacancy or vacancies. The voting by the Members to fill such vacancy or vacancies shall be con ducted as provided in the articles of Incorporation and these By-laws. When one or more Council Member(s) shall give notice of his or their resignation to the Council, effective at a future date, the Council shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective. Each Council Member elected to old office as provided in this Section 4.05 shall hold office until the next succeeding Administrative meeting of the Members and until his successor shall have been elected and qualified, or until his earlier resignation or removal from office as hereinafter provided.

Section 4.06.

Meetings.

Section 4.06-a.

Place of Meetings. The Council may hold meetings, both regular and special, at a time and place determined by the President.

Section 4.06-b.

Regular Meetings. A regular meeting of the Council shall be held at least once per year at such time and place determined by the President.

Section 4.06-c.

Special Meetings . Special meetings of the Council may be called by the President or by three (3) or more Council Members, and shall be held at such time and place as shall be determined by the President.

Section 4.06-d.

Notice . Notice of a special meeting shall be given to each Council Member at least 24 hours before the time of the meeting, or at the earliest time possible thereafter, but prior to such meeting, if it is impractical to file such notice 24 hours in advance. Notice may be given by any means calculated to apprise the Council Members of the time, place, and subject matter of the special meeting. Notice by mail shall be deemed to be given at the time when the same shall be mailed, such mailing to take place at least three (3) business days prior to such meeting. Whenever any provision of law, the Articles of Incorporation, or the By-laws require notice to be given, any Council Member may, in writing, either before or after the meeting, waive notice thereof. Without notice, any Council Member, by his attendance at and participation in the action taken at any meeting, shall be deemed to have waived notice thereof.

Section 4.06-e.

Quorum; Voting Requirements; Adjournment . A minimum of five (5) Council Members or the number of Council Members that are in office (whichever is less) shall con stitute a quorum for the transaction of business at all regular and special meetings, but for transaction of business a quorum (although not necessarily those persons comprising the initial quorum) must be present throughout the meeting. Except as otherwise required by law or by these By-laws, any act of the majority of the Council Members present at any meeting of the Council shall not be present at the beginning or during any meeting of the Council Members, the Council Members then present thereat may adjourn the meeting to another time or place, and no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken.

Section 4.06-f.

Organization of Meetings . At all meetings of the Council, the President, or in his absence, any Council Member appointed by the President, shall preside, and the Secretary, or in his absence, any person appointed by the President shall act as Secretary.

Section 4.06-g.

Action in Writing . Any action that may be taken by the Council at a meeting, may be taken without a meeting if a written con sent setting forth such action is signed by all of the Council Members.

Section 4.07.

Committees.

Section 4.07-a.

Executive Committee . The Council may, by affirmative action of a majority of the Council Members present, establish an Executive Committee con sisting of two (2) or more Council Members. Such Executive Committee may meet at stated times or on notice by any committee member to all other members. The Executive Committee, to the extent determined by such action of the Council, shall have and exercise the authority of the Council and the management of the business of the Organization. Any such Executive Committee shall act only in the interval between meetings of the Council and shall be subject at all times to the con trol and direction of the Council.

Section 4.07-b.

Other Committees . The Council may establish, by affirmative action of a majority of the Council Members present, other committees from time to time, making such regulations, as it deems advisable with respect to the membership, authority, and procedures of such committees.

Section 4.07-c.

Limitations on Authority . No committees of the Organization shall have authority as to any of the following matters:

(a) The submission to Members of any action as to which Members' authorization is required by law;

(b) The filling of vacancies in the Council or on any committee;

(c) The fixing of compensation of any Council Member for serving on the Council or on any committee;

(d) The amendment or repeal of these By-laws or the adoption of new By-laws; or

(e) The amendment or repeal of any resolution of the Council, which by its terms shall not be so amendable or repealable.

Section 4.07-d.

Minutes of Committee Meetings . The committees shall keep regular minutes of their proceedings and report the same to the Council when required.

Section 4.08.

Telephone Conference Meetings. Any Council Member or any member of a duly con stituted committee of the Council may participate in any meeting of the Council or of any duly con stituted committee thereof by means of a con ference telephone or other comparable communication technique whereby all persons participating in such a meeting can communicate with each other. For the purpose of establishing a quorum and taking any action at such a meeting, the members participating in such a meeting pursuant to this Section 4.08 shall be deemed present in person at such meeting.

Section 4.09.

Removal and Resignation . Any Council Member may be removed by the Council whenever the council, in its judgment, believes the best interest of the Organization will be served thereby. Removal shall require a 2/3 vote of the Council Members, exclusive of the member proposed for removal. The vote for removal may be at a regular or special meeting of the Council. Any Council Member may resign at any time by giving written notice to the Secretary. Such resignation shall take effect on the date of the Secretary's receipt of such notice or at such later date as specified therein.

Article V: OFFICERS

Section 5.01.

Officers and Compensation . The officers of the Organization shall be the President, President-elect, and Secretary/Treasurer. The position of Secretary/Treasurer may be held by one or two individuals as determined by majority vote of the Council. Officers will not be compensated for their services but may be reimbursed for any out-of-pocket expenses.

Section 5.02.

President . The President shall be the principal executive officer of the Organization and shall preside at all meetings of the members and the Council. He shall perform all duties incident to the office of President and such other duties as may be delegated by the Council. He shall appoint and charge, subject to the approval of the Council, the chair and members of all committees established by the Council.

Section 5.03.

President-elect . The President-elect shall carry out the duties of an absent or disabled President and in general perform all duties incident to the office of President-elect and such other duties as may be delegated by the Council.

Section 5.04.

Secretary . The Secretary shall attend all meetings of the Members and of the Council and shall record all the proceedings of the meetings of the Members and of the Council in a book to be kept for that purpose and shall perform like duties for the standing committees when required, and shall file, or cause to be given, notice of all meetings of the Members and special meetings of the Council, and shall perform such other duties as may be prescribed by the Council or the President.

Section 5.05.

Treasurer.

Section 5.05-a.

Custody of Funds and Accounting . The Treasurer shall have the custody of the Organization's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Organization and shall deposit all moneys and other valuable effects in the name and to the credit of the Organization in such depositories as may be designated by the Council.

Section 5.05-b.

Disbursements and Reports . The treasurer shall disburse the funds of the Organization as may be ordered by the Council, taking proper vouchers for such disbursements, and shall render to the Council once a year before the end of the fiscal year, or when the Council so requires, an account of all his transactions as Treasurer and of the financial con dition of the Organization. The Treasurer shall submit a complete financial report to the General Assembly at its General Scientific Meeting.

Section 5.05-c.

Term of Office . The initial officers of the Organization shall be elected by the incorporators of the Organization and they shall hold office until the first Administrative Meeting of the General Assembly. Thereafter, each officer shall be elected to a term of three years, subject to his earlier resignation or removal by the Council. The President-elect shall succeed to the office of the President upon expiration of his term as President-elect. After the first Administrative Meeting of the General Assembly, no individual shall be eligible for re-election to the office of President or President-Elect. No person shall be elected to the office of Secretary/Treasurer, or to either individual office, for more than two con secutive full terms of three years each.

Article VI: NOMINATION AND ELECTION OF OFFICERS COUNCIL MEMBERS

Section 6.01.

Nominating Committee . Nominating Committee. The President shall appoint a Nominating Committee
con sisting of the President-Elect as chairman, one member of the Council, and three Members-at-large. The nominating Committee shall prepare lists of nominees for election to the Council and the offices of the Organization. In preparing the list of nominees, the Nominating Committee shall attempt to ensure the widest possible representation from all the con tinents and countries as well as from the fields con tributing to the Broad area of mutations. The list shall be submitted to the President not later than October 1. The President shall promptly notify each nominee of his nomination. A nominee may remove his name from the list of nominees by written request received by the President not later than November 1.

Section 6.02.

Petition Candidates . Five Members of the Organization may, by petition signed by each and accompanying a written statement of the Nominee asserting his willingness to serve, nominate a candidate or candidates for the Council or an office, in addition to those selected by the Nominating Committee. Such petitions must be received by the Secretary/Treasurer not later than 30 days prior to the Administrative Meeting of the Members.

Section 6.03.

General Election. The names of those candidates for the Council or offices of the Organization nominated by the Nominating committee, together with the names nominated by petition, shall be placed on the ballot. The ballot will be distributed to the membership by e-mail (or by FAX in the absence of an e-mail address) not later than December 1.  All votes will be counted by December 31.

Section 6.04.

Tie Vote. In the event of a tie vote for election of an officer or a Council Member, the members of the Council at the time of the election will vote by written ballot to resolve the tie. The ballots will be prepared, distributed and counted by the secretary.

Article VII : CHECKS

Section 7.01.

All checks or demands for money or notes of the Organization shall be signed by such officer or officers or such other person or persons as the Council may from time to time designate.

Article VIII: CORPORATE SEAL

Section 8.01.

The Organization shall have no corporate seal.

Article IX: FISCAL YEAR

Section 9.01.

The Fiscal Year of the Organization ends on December 31.

Article X: AMENDMENTS

Section 10.01.

Amendment by Voting Members . At any annual or special meeting of the Members, the notice of which con tains a statement of the proposed alteration, the Members may alter, amend, or repeal these By-laws or any subsequent By-laws or adopt new By-laws by an affirmative vote of two-thirds (2/3) of the Members entitled to vote who are present at such meeting in person or by proxy.

Article XI: BOOKS AND RECORDS

Section 11.01.

The Council of the Organization shall cause to be kept:

(a) records of all proceedings of members and Council Members, and committees having any of the authority of the Council; and

(b) such other records and books of account as shall be necessary and appropriate to the con duct of

the Organization's business.

Article XII: INSPECTION OF BOOKS

Section 12.01.

Examination and Copying by Members . Every Member of the Organization shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, at the place or places where usually kept, and upon the showing of a proper purpose, the Articles of Incorporation and By-laws, and all amendments thereto, of the Organization. The expense of copying any such documents shall be borne by the examining party.

Section 12.02.

Information to Members . Upon the written request by a Member of the Organization, the Council shall furnish to him (see 16.01) a statement showing the financial result of all operations and transactions affecting income and surplus during the Organization's last accounting period and a balance sheet con taining a summary of the Organization's assets and liabilities as of the closing date of such accounting period.

Article XIII: ADVANCES

Section 13.01.

Advances to Officers, Council Members, and Employees . The organization may, without a vote of the Council, advance money to its Council Members, officers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and from which they would be entitled to reimbursement in the absence of an advance.

Article XIV: INDEMNIFICATION

Section 14.01.

The Organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever brought, whether civil, criminal, arbitration, administrative, or investigative, whether or not by or in the right of the Organization, by reason of such person's being or having been a Council Member, officer, member of a committee, employee, or agent of the Organization, against expenses, including without limitation, attorney's fees and disbursements, judgments, fines, penalties, excise taxes assessed against the person with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred by such person in con nection with such proceeding to the fullest extent permitted by law.

Article XV: EXEMPT ACTIVITIES

Section 15.01.

Notwithstanding any other provision of these By-laws, no member, officer, employee, or agent of this Organization shall take any action or carry on any activity by or on behalf of the Organization not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization con tributions to which are deductible pursuant to Section 170(b)(A) of such Code and Regulations as they now exist or as they may hereafter be amended.

Article XVI: DEFINITIONS AND USAGE

Section 16.01.

Singular, Plural; Masculine, Feminine, and Neuter . Whenever the con text of these By-laws requires, the plural shall be read to include the singular, and vice versa; and words of the masculine gender shall refer to the feminine gender, and vice versa; and words of the neuter gender shall refer to any gender.