ARTICLE I - THE CORPORATION
1. Name. The name by which the Corporation shall be known as is PAN AMERICAN SOCIETY FOR CLINICAL VIROLOGY, INC. (the "Corporation").
2. Purpose. The Corporation is a nonprofit organization incorporated under Chapter 180 of the Massachusetts General Laws and is formed for the purposes enumerated in its Articles of organization, as they may be amended from time to time.
3. Mission Statement. The primary goals of the Pan American Society for Clinical Virology are to foster the development of new techniques for rapid viral diagnosis, to improve quality control for reagents, to sponsor training programs, scientific meetings and symposia, to disseminate relevant information, to coordinate activities with other organizations, and to encourage collaborative research.
ARTICLE II - MEMBERSHIP
1. Members. The members of the Corporation (the "Members") shall consist of those persons (including individuals, corporations, and unincorporated associations) who are actively interested in or engaged in viral diagnosis, and who submit a request for membership and pay membership dues as described in Article IX. There is no restriction on where members shall reside. Global membership is encouraged.
2. Rights and Obligation of Members. The Members shall have the right to vote for the election of both their Council and the Officers. Except as otherwise limited by the Articles of Organization on By- Laws of the Corporation, they shall have such additional rights, including (without limitation) the right to make, amend, and repeal By-Laws and to authorize an amendment or restatement of the Articles of Organization and to authorize a consolidation or merger, as are conferred upon the Members by statute.
3. Termination of Membership.
a. (a) Any Member may resign from the Corporation upon written notice to the Council or to the Secretary-treasurer of the Corporation.
b. (b) Membership in the Corporation may be terminated at any time and for any reason by a two-thirds (2/3) vote of the Members.
ARTICLE III - MEETINGS OF CORPORATION MEMBERS
1. Annual Meetings. An Annual Meeting of the Members shall be held to coincide with the Annual Clinical Virology Symposium and the Annual Molecular Virology Workshop, at a time and place to be determined by the Council and stated at the notice of the meeting. If no Annual Meeting is held in accordance with the foregoing provision, a special meeting may be held in lieu thereof and any action taken at such meeting shall have the same effect as if taken at the Annual Meeting.
2. Special Meetings. Special meetings of the Members may be called by the President, or by any three (3) Council members (Council members to be hereinafter referred to as "Councilor"), and shall be called by the Secretary-treasurer, or in the case of death, absence, incapacity, or refusal of the Secretary-treasurer, by any other officer, upon written application of three or more members stating the time, place, and purpose of the meeting.
3. Notice of Meetings. A written notice of every meeting of Members stating the place, day and hour thereof, and the purpose for which the meeting is called shall be given to each member by the Secretary-treasurer or other person calling the meeting at least seven days before the meeting. Notice shall be given in the regular Newsletter published by the Corporation, and notice is deemed given when the Newsletter is deposited in the mail, postage paid and properly addressed to the Members at the Member's address as it appears in the records of the Corporation.
4. Waiver of Notice. Whenever notice of a meeting is required to be given a Member under any provision of the Articles of Organization or By-Laws of the Corporation, a written waiver thereof, executed before or after the meeting by such Member, or his or her attorney thereunto duly authorized, shall be deemed equivalent to such notice.
5. Quorum of members. Thirty of the Members present either in person or represented by proxy shall constitute a quorum of the Members for all purposes, unless the representation of a larger number shall be required by law, and, in that case the representation of the number so required shall constitute a quorum.
6. Adjournments. Any meeting of the Members may be adjourned to any other time and to any other place permitted by these By-Laws by the Members present or represented at the meeting, although less than a quorum, or by any officer entitled to preside or to act as Secretary-treasurer of such meeting, if no Member is present or represented, it shall not be necessary to notify any Member of any adjournment. Any business which could have been transacted at any meeting of the Members as originally called may be transacted at an adjournment thereof.
7. Voting and Proxies. Each Member shall have one vote in any matter of the Corporation during any such meeting. A simple majority of the total votes present and voting at the meeting shall decide any question presented except as hereinafter provided. All Members may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Secretary-treasurer of the meeting, or of any adjournment thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the persons named herein to vote at any adjournment of such meeting, but shall not be valid after final adjournment of such meeting. Proxies need not to be sealed or attested and a proxy purported to be executed by or on behalf of a Member entitled to vote shall be deemed valid unless challenged at or prior to its exercise.
8. Action of Members Without a Meeting. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all Members consent to the action in writing and the written consents are filed with the records of the meetings of Members. Such consent shall be treated for all purposes as a vote at a meeting.
ARTICLE IV – COUNCIL
1. Powers. The Council may exercise all the powers of the Corporation except such as are required by law or the Articles of organization or the-By-Laws to be otherwise exercised. The Council shall have the general direction, control, and management of the activities of the Corporation. Except as otherwise provided by the By-Laws, the council shall have the power to purchase, lease, and sell such property, and to make such contracts and agreements, as it deems advantageous. They may determine their own compensation and duties in addition to those prescribed by the bylaws, of all officers, agents, and employees of the Corporation. In the event of a vacancy in the Council, the remaining Councilors, except as otherwise provided by law, may exercise the power of the full Council until the vacancy is filled.
2. Composition. The Council shall consist of eleven (11) Councilors (exclusive of the South American Corresponding Councilor referred to in Section 13, below), namely, the current officers of the Corporation, the immediate past-President, the Editor of the Corporation's Newsletter, and six additional Councilors as elected by the Members. The Council shall have all of the powers and duties of a Board of Directors. The Molecular Virology Workshop Organizers shall be considered non-voting members of the Council.
3. Tenure. The current officers of the Corporation shall serve on the Council for a term equivalent to their terms in office, as set forth in Article V, below. The immediate past-President shall serve on the Council for two years. Six additional members of the Council shall be elected by the Members each to serve for a two (2) year term. Thereafter these members of the Council may elect to renew their term for a single additional two (2) year term to be approved by a majority of the Council, based on satisfactory participation in their work on the Council. The Editor of the Corporation’s Newsletter shall also be elected by the Members and shall serve for a term of four years. The Molecular Virology Workshop Organizers shall be appointed by the Council and each shall serve for a term of one year as a non-voting member. Council may elect to renew their terms without a limit to the number of terms.
4. Removal. A Councilor may be removed from office at any time
a. with or without cause, by vote of a majority of the Members or
b. for cause, by vote of two-thirds of the Council. A Councilor may be removed for cause only if notice of such action shall have been given to the Council or the Members, as the case may be, prior to the meeting at which such action is to be taken and if the Councilor so to be removed shall have been given reasonable notice and opportunity to be heard before the body proposing to remove him or her.
5. Vacancies. Any vacancy in the Council, unless and until filled by the Members, may be filled to complete the unexpired term by vote of a majority of the remaining Councilors present at a meeting of the Council at which a quorum is present.
6. Enlargement of the Council. Any change in the number of members of the Council shall require a change in the by-laws, which will be carried out according to the procedures described in Article XI.
7. Notice of Meeting and Waiver of Notice. Notice of each regular or special meeting of the Council shall be mailed to each Councilor at the address appearing on the books of the Corporation for the purpose of notice, at least ten days before the day on which the meeting is to be held. Every such notice shall specify the time of the meeting, place, day, and hour of the meeting and the general nature of the business to be transacted. A waiver of notice of any meeting in writing signed by the Councilor entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
8. Telephone Conference Meetings. Any meeting of the Council may be held by conference telephone provided that each Councilor participating in the meeting is able to hear each other participating Councilor at the same time.
9. Special Meetings of the Council. Special meetings of the Council may be called on written notice stating the exact time, date, and place thereof and delivered at least 48 hours prior to such meeting and signed by the President or any three (3) Councilors. At Special meetings only the business specified in the notice shall be transacted.
10. Quorum. At any meeting of the Council, a majority of the Councilors then in office shall constitute a quorum. A lesser number than a quorum may adjourn any meeting from time to time without further notice. Each Councilor shall have one (1) vote. If a quorum is present, a majority of the Councilors present may take any action on behalf of the Council, except to the extent that a larger number is required by law, the By-Laws or the Articles of Organization of the Corporation.
11. Organization of Council Meetings. At all meetings of the Council, the President, or in his or her absence, the President-Elect, or in their absence a Temporary Chairman chosen by a majority of the Councilors present, shall act as Chairman of such meeting and preside thereat. The Secretary-treasurer, or in his or her absence, a Temporary Secretary-treasurer appointed by the Chairman, shall act as Secretary-treasurer at meetings of the Council. A copy of the minutes of all meetings shall be supplied to each member of the Council.
12. Special Duties of the Council. The Council shall have special financial advisory and nominating duties. In addition the Council holds ultimate responsibility for the Newsletter.
a. The financial advisory duties of the Council will consist of reviewing the budget of the Treasurer at the time of its submission and considering on a regular basis the finances of the Corporation and its relationship to possible sources of funds, such as government, industry, the Pan American Health Organization and others.
b. The nominating duties of the Council will be to function as a Nominating Committee. These functions are to nominate candidates for elective offices, such candidates to include President-Elect, members of the Council, Secretary-treasurer and Treasurer. Nominations are to be made after due consideration of suggestions of members.
c. The Council, acting through the Editor, is responsible for the publication of a Newsletter. The Council will periodically review the policies of the Newsletter and recommend future directions to the Editor.
13. South American Corresponding Councilor. A Corresponding Councilor to represent South American members shall be appointed for 4-year terms by the Council. The Corresponding Councilor will keep in communication with other members of the Group from South and Central America and represent their views to the Council.
14. Action of the Council Without a Meeting. Any action required or permitted to be taken at any meeting of the Council may be taken without a meeting, if all the Councilors consent to the action in writing and the written consent are filed with the records of the meetings of the Council. Such consents shall be treated for all purposes as a vote at a meeting.
15. Compensation. Councilors shall receive no compensation for performance of their duties as Councilors of the Corporation.
ARTICLE V - OFFICERS
1. Enumeration. The officers of the Corporation shall consist of a President, who shall also be the Chairperson of the Council, a President-Elect, a Secretary-treasurer, each of whom shall also serve as a Councilor. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary-treasurer or President and President-Elect.
2. Election. The President-Elect shall be elected for a two (2) year term by a simple majority of the Members. The Secretary-treasurer shall be elected for a four (4) year term by a simple majority of the Members. The Editor of the Corporation’s Newsletter shall be elected for a four (4) year term by a simple majority of the members.
3. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, the President, President-Elect, and Secretary-treasurer named in the Corporation's Articles of Organization shall hold office until the first Annual Meeting of Members and thereafter the tenure of the officers of the Corporation shall be as follows:
a. The President shall serve for two (2) years and thereafter until his or her successor is duly elected and qualified. Thereafter, the President shall serve for two (2) further years as an Ex-Officio member of the Council.
b. The President-elect shall serve for two (2) years and thereafter until his or her successor is duly elected and qualified, at which time the President-Elect shall commence his or her two- (2) year term as President, in accordance with subparagraph a, above.
c. The Secretary-treasurer shall serve for four (4) years and thereafter until his or her successor is duly elected and qualified.
d. The Editor of the Corporation Newsletter shall serve for four (4) years and thereafter until his or her successor is duly elected and qualified.
Any officer may resign by delivering his or her written resignation to the President or Secretary- treasurer and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
4. Re-Election. After serving his term, a President will not be eligible for re-election as President- Elect for four (4) years. All other officers may be re-elected an indefinite number of times with no waiting period between terms of office.
5. Removal. The members may remove any officer with or without cause by a vote of a majority of the Members, provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Council prior to action thereon.
6. Vacancy. A vacancy in any office may be filled for the unexpired balance of the term by vote of a majority of the Councilors present at any meeting of the Council at which a quorum is present or by appointment by all of the Councilors if less than a quorum shall remain in office.
7. President. The President shall be the chief operating officer and the chief executive officer of the Corporation and shall serve as Chairperson of the Council. The President shall, subject to the direction of the Councilors, have general supervision and control of the business of the Corporation. The President shall, when present, preside at all meetings of the Councilors and shall have such other powers and duties as may be vested in him or her by the Council, including, (but not by way of limitation), the power to appoint all committees not otherwise provided for in the By-Laws and to fill all vacancies in appointed positions. At the Annual Meeting the President shall submit a report of the operations of the Corporation for such year and a statement of its affairs, and shall from time to time report to the Council all matters within his or her knowledge which the interests of the Corporation may require to be brought to its notice.
8. President-Elect. The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, but this shall not affect his or her succession to the office of President in the third year following his or her election as President-Elect; and he or she shall perform such other duties and shall have such other powers as the Councilors may from time to time prescribe.
9. Secretary-treasurer. The Secretary-treasurer shall attend all meetings, of the Members and the Council, and shall record upon the record book of the Corporation minutes of the proceedings at such meetings. He or she shall have custody of the record books of the Corporation and shall have such other powers and shall perform such other duties as the Council may, from time to time, prescribe. The Secretary-treasurer shall, subject to the direction of the Council, have general charge of the financial affairs of the Corporation, including its long-range financial planning and shall cause to be kept accurate books of account. The Secretary-treasurer shall prepare a yearly report on the financial status of the corporation to be delivered at the Annual Meeting.
10. Resident agent. If the Secretary-treasurer is not a resident of Massachusetts, a Resident agent shall be designated by the Council in the manner provided by law. The Resident agent shall be a resident of the Commonwealth of Massachusetts and shall have custody of copies of the record books of the Corporation.
11. Other Powers and Duties. Each officer shall, subject to these By-Laws, have in addition to the duties and powers specifically set forth in these By-Laws, such duties and powers as are customarily incident to his or her office, and such duties and powers as the Council may from time to time designate.
12. Compensation. Officers shall receive no compensation for performance of their duties as Officers of the Corporation.
ARTICLE VI - COMMITTEES
1. General Committees. The Council, by resolution adopted by a majority of its members in office, may designate and appoint one or more committees, each of which shall consist of two or more members of the Council, which committees shall have and exercise the authority of the Council in the management of the corporation to the extent that such authority is conferred by the Council in the particular case. The only standing committee shall be the Executive Committee of the Council.
2. Executive Committee of the Council.
a. Membership: The President, immediate Past President, President-Elect, and Secretary-treasurer shall constitute an Executive Committee.
1. During the intervals between meetings of the Council to exercise all the powers of the Council in the management and direction of the corporation and conduct the affairs of the corporation except that it shall not have the powers to regulate annual dues.
2. To receive and study reports of such committees as the Council may direct.
3. To act as an advisory body to the President.
4. To keep a record of its proceedings and report same to the Council at the next succeeding
5. At its discretion to appoint such subcommittees or ad hoc committees as it may deem necessary or desirable for the proper transaction of the business of the corporation
6. To adopt rules and regulations for the conduct of its meetings and activities, not inconsistent with the By-Laws of the corporation and the laws of the Commonwealth of Massachusetts, the jurisdiction under which the Corporation is incorporated.
7. To hold its meetings at such place or places as it may from time to time determine, a majority of the Executive Committee constituting a quorum for the transaction of business meetings: meetings of the Executive Committee may be called by the President or by any three members of the Committee.
ARTICLE VII - MISCELLANEOUS PROVISIONS
1. Fiscal Year. Except as otherwise determined by the Council, the fiscal year of the Corporation shall begin on January 1 and end on December 31.
2. Seal. Subject to change by the Council, the Corporation shall have a seal which shall bear its name, the word, "Massachusetts" and the year of its incorporation, and such other device or inscription as the Council may determine.
3. Execution of Instruments. All checks, deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or the Treasurer except as the Council may generally or in particular cases otherwise determine.
4. Corporate Records. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the members shall be kept in Massachusetts at the principal office of the Corporation, or at an office of the Corporation's Secretary-treasurer or resident agent. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to the inspection of any Member for any proper purpose, but not to secure a list of Members for a purpose other than in the interest of the applicant, as a Member, relative to the affairs of the Corporation.
5. Evidence of Authority. A certificate by the Secretary-treasurer or an Assistant, or temporary Secretary-treasurer, as to any action taken by the Members, the Council or any officer or representative of the Corporation shall as to all persons who rely thereon in good faith be conclusive evidence of such action.
6. Articles of Organization. All references in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time.
7. Transactions with Interested Parties. In the absence of fraud, no contract or other transaction between this Corporation and any other corporation or any firm, association, partnership or person shall be affected or invalidated by the fact that any Councilor or officer of this Corporation is pecuniarily or otherwise interested in or is a director, member or officer of such other corporation or of such firm, association or partnership or is a party to or is pecuniarily or otherwise interested in such contract or other transaction or is in any way connected with any person or persons, firm, association, partnership, or corporation pecuniarily or otherwise interested therein; provided that the fact that he individually or as a Councilor, member or officer or such corporation, firm, association or partnership is such a party or is so interested shall be disclosed to or shall have been known by the Council or a majority of such members thereof as shall be present at a meeting of the council at which action upon any such contract or transaction shall be taken; any Councilor may be counted in determining the existence of a quorum and may vote at any meeting of the council for the purposes of authorizing any such contract or transaction with like force and effect as if he were not so interested, or were not a director, member or officer of such other corporation, firm, association or partnership, provided that any vote with respect to such contract or transaction must be adopted by a majority of the Councilors then in office who have no interest in such contract or transaction
8. Tax Exemption. It is intended that the Corporation be treated as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and notice shall be given to the Secretary of the Treasury or his delegate as provided in Section 508(a) of said Code. Notwithstanding any other provision in these By-Laws to the contrary, for so long as the Corporation constitutes a private foundation as defined under Section 509 of said Code, all requirements and prohibitions described in Section 508(e)(1) of said Code are incorporated herein by reference and hereby made applicable to the Corporation; and, without limitation of the foregoing, the Corporation shall act or refrain from acting so as not to subject itself to the taxes imposed by the following sections of the Code, to wit: 4941 (relating to taxes on self-dealing}, 4942 (relating to taxes on failure to distribute income), 4943 (relating to taxes on excess business holdings), 4944 (relating to taxes on investments which jeopardize charitable purpose), and 4945 (relating to taxable expenditures).
ARTICLE VIII - INDEMNIFICATION
The Members shall indemnify and hold the Council harmless in accordance with the provisions set forth in the Articles of Organization.
ARTICLE IX - DISSOLUTION
In the event of the termination, dissolution or winding up of this Corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed in accordance with the provisions set forth in the Articles of organization.
ARTICLE X - FINANCIAL
1. Dues. Annual assessments shall be determined by majority vote of the Council.
2. Penalty for Non-Payment of Dues. A member who has not paid dues within one year after billing
3. Expenditures. No expenditures from the general funds of the Corporation, except those required in the performance of ordinary official duties, shall be made except by vote of the Council.
4. Checks, etc. All checks, drafts and orders for payment of money shall be signed in the name of the Corporation by the Secretary-treasurer of the Corporation and/or such other officer of the Corporation as the Council may provide.
These By-Laws may be amended by vote of two-thirds of the votes cast by Members of the Corporation attending any meeting of Members at which a quorum is present, provided that the substance of any proposed amendment is stated in the notice of such meeting. Upon written request of at least twenty- five (25) members, the Council will submit to the next meeting of the Members any proposed amendment of the By-Laws.
No later than the time of giving notice of the meeting of Member next following the making, amending or repealing by the Council of any By-Law, notice thereof stating the substance of such change shall be given to all members, and any By-Law adopted by the Council may be amended or repealed by the Members.
Any By-Law adopted by the Council may be amended or appealed by the Members entitled to vote on amending the By-Laws.
A true record.