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IAPSAP BYLAWS

BYLAWS OF THE

INTERNATIONAL ASSOCIATION FOR PROTEIN STRUCTURE ANALYSIS AND PROTEOMICS

January, 2000

ARTICLE I - PURPOSE

The International Association for Protein Structure Analysis and Proteomics (hereinafter called "the Corporation") has been organized for the following purposes:

A. To promote the discovery and exchange of new methods and techniques for the analysis of protein structure.

B. To facilitate the application of methods in protein structure analysis in the pursuit of solutions to biological problems.

C. 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, 23 Shelbourne Lane, Stony Brook, New York 11790; 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.

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.

a. 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 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.

b. 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.

5. 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.

6. Resignation, Removal and Vacancies. 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.

7. 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

1. Meetings.

a. 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.

b. 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.

2. 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.

3. 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.

4. 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.

5. 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

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.

a. 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.

b. 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.

c. 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 D