|Article of Organization
IABMR By Law
(2610 total words in this text)
By-Laws of the International Association for Biological and Medical Research,
The name of the organization is the International Association for Biological
and Medical Research, Inc. (hereinafter, "the Association"). The Association
is a non-profit organization.
The mission of the Association is to serve its members and the global community
(1) Providing a platform for professional interaction and collaboration amongst
scientists across all disciplines of biological, pharmaceutical and medical
(2) Providing consultation, education and assistance to the global biomedical
research communities both established and developing.
Article I: Offices
The headquarters of the Association is located in Boston, Massachusetts, USA.
The Association may have branch offices at other places as the Board of Directors
may from time to time determine if necessary.
Article II Fiscal Year
The fiscal year of the Association shall end on January 1 in each year.
Article III Association Seal
The Board of Directors may adopt and alter the seal of the Association.
Article IV Gender
The pronoun “he” or “his”, when appropriate, shall
be construed to mean also “she” or “her” and the word
“chairman” shall be construed to include a female.
Article V: Membership
Section 1. The Association has three types of memberships:
associate, term and lifetime membership.
(a) Associate membership is open to individuals enrolled in a program of graduate
study or post-graduate training. Associate members pay an annual membership
fee that is set forth by the Board of Directors.
(b) Term membership is open to qualified scientists of any nationality who
have advanced degrees or other professionals with outstanding achievements.
Term members pay an annual membership fee that is set forth by the Board of
(c) Lifetime membership is open to qualified scientists of any nationality
who have advanced degrees or other professionals with outstanding achievements.
Lifetime members pay a lifetime membership fee set forth by the Board of Directors.
(a) Applicants for term membership and lifetime membership should be nominated
by at least one member in good standing. A majority vote of the members of the
Board of Directors is required for approval of new memberships. The President
and Vice-Presidents acting together may invite distinguished individuals to
become term members of the Association without submission to the regular nomination
and election process.
(b) Applicants for associate membership need not be nominated, however, all
applications will be reviewed by at least one board member, or a person appointed
to perform this function on behalf of the board of directors.
Section 4. Membership rights, benefits and services shall
be determined and established by the Board of Directors. Each member has the
following rights, benefits and services:
(1) voting and being voted.
(2) discussion and suggestions about events to be held by the Association.
(3) supporting and attending the Association’s activities.
Section 5. Any member may resign at any time by giving notice
of his resignation in writing to any officer or director of the Association.
Section 6. The Board of Directors will review any misconduct
by a member who damages the interest and reputation of the Association. A 2/3
vote by the Board of Directors is required to revoke the membership of such
Article VI: Board of Directors
Section 1. The Association shall have a board consisting of
directors who shall have the powers and duties of a board of directors under
Massachusetts law. The directors shall be responsible for the general management
and supervision of the business and affairs of the Association, except with
respect to those powers reserved to the members by law, the Articles of Organization
or these By-laws. The board of directors is composed of not less than 7 members
(the number may vary as the Board of Directors may from time to time determine)
duly elected by members of the Association. Each elected member (Director) shall
serve a term of two years. If one elected member (director) resigns during his/her
term, the Board of Directors shall recommend members and vote to fill the vacated
Section 2. Election of the Board of Directors shall be by
ballots distributed by mail or email to voting members of the Association. The
ballot shall contain the names of at least 9 candidates (the number may vary
as the Board of Directors may from time to time determine) for the Board of
Directors proposed by the immediate past Board of Directors if not the first
Board of Directors. The members can also make nominations for the Board of Directors.
Every candidate should make a commitment to serve for the Association by sending
a message to the immediate past Board of Directors. The final list of candidates
is decided by the immediate past Board of Directors.
Section 3. The members of The Board of Directors can be re-elected
to serve multiple terms.
Section 4. Duties and responsibilities of the Board of Directors
(a) Set general policy for the Association and oversee its activities.
(b) Adopt an annual budget prior to the beginning of the fiscal year, and
authorize agreements, contracts and expenditures.
(c) Approve new term and lifetime membership to the Association.
(d) Elect President, Vice Presidents, and Treasurer.
(e) Invite Members of the Advisory Committee.
Section 5. Any director may resign at any time by delivering
his resignation in writing to the president of the Association, the first vice
president or the Association at its principle office. Such resignation shall
be effective upon receipt unless specified to be effective at some other time.
Section 6. Any director may be removed by the vote of a majority
of directors or by a majority vote of members. A director may be removed only
after reasonable notice and an opportunity to be heard before the body proposing
to remove him.
Section 7. Any vacancy in the board of directors may be filled
by the directors at any meeting, unless previously filled by the members. Each
such successor shall hold office for the unexpired term until his successor
is chosen and qualified, or until he sooner dies, resigns, is removed or becomes
disqualified. The directors shall have all their powers notwithstanding the
existence of one or more vacancies in their numbers.
Article VII: President, Vice Presidents and Treasurer
Section 1. The Association has one President, Vice Presidents
(the number may vary as the Board of Directors may from time to time determine)
and one Treasurer. All members of The Board of Directors should vote these posts.
The Board of Directors invites distinguished individuals with outstanding achievements
to form an advisory committee. The Chair of the Advisory Committee should be
nominated by the President and the Vice Presidents and approved by the Board
of Directors. All past Presidents should be members of Advisory Committee. The
President must be selected from at least one term of members of the Board of
(a) The President shall preside at all the business meetings of the members
and at all meetings of the Board of Directors. If the President is unable to
attend the meeting, he/she should appoint a Vice President to chair the meeting.
The appointed Vice President shall assume the duties of the President in the
absence of the President and report the decision(s) to the President.
(b) The Vice President, or first vice president if there are more than one,
shall have all the powers and duties of the president during the absence of
the president or in the event of his inability to act. Vice presidents, if any,
shall have such other duties and powers as the directors shall determine.
(c) The Treasurer shall have the care and custody of all funds, securities,
and valuable documents belonging to the Association. The Treasurer shall deposit
the funds of the Association in such banks, trust companies, or depositories
as the Board of Directors may designate; shall sign all checks and drafts in
the name of the Association; shall keep full books of accounts of the Association,
such accounts to be audited by a qualified public accountant; and shall render
to the Board of Directors from time to time at its request, and annually to
the members, a full statement with regard to its funds. He shall have such other
duties and powers as designated by the directors or the president.
(d) The President, the Vice Presidents, the Treasurer and certain numbers of
members of Board of Directors (invited by the President) should consist of the
executive committee of the Board of Directors. The President, Vice Presidents
and the Treasurer are elected each year in the Association annual meeting by
the Board of Directors.
Article VIII: Meetings
Section 1. The Association shall hold an annual scientific
and business meeting of the members at a time and place to be determined by
the Board of Directors. In addition to the annual meeting, the Association may
schedule other scientific meetings on topics of interest in biological and medical
research. Special business meetings may be called by the President or, in case
of the President's absence, by an appointed Vice President, upon the request
of the Board of Directors or the request of thirty or more members. Notice of
each business meeting, whether annual or special, shall be signed by the Chair
of the meeting and mailed to members not less than five days prior to the date
of the meeting. The notice shall state the purpose of the meeting.
Section 2. The Board of Directors shall meet a minimum of
two times per year. Special meetings of the Board of Directors may be called
by the President or, in case of the President's absence, shall be called by
the appointed Vice President at the request of any two members of the Board.
Notice of all meetings shall be given so as to reach the members of the Board
at least seven days before the date of the meeting.
Section 3. The rules governing registration fees by the Association
shall be made by the Board of Directors and shall be announced in the notices
of the meetings mailed to the members.
Section 4. After each meeting, a report should be sent to
the Board of Directors by emails. This report should be made by the chair or
vice chair of the meeting. The report could be sent to media only after President’s
Article IX: Dues and Business
(a) Annual dues for the associate and term membership shall be determined by
the Board of Directors.
(b) Dues shall be payable in advance, or by the first day of January.
(c) Membership shall be terminated by the Board of Directors for any member
whose dues are in arrears for two years. Notification of the pending action
shall be sent to such members prior to the proposed termination.
Section 2. The fiscal year of the Corporation shall begin
on the first day of January and end on the thirty-first day of December.
Section 3. All formal agreements between the Association and
other party shall be approved by Board of Directors and signed by the President,
unless otherwise ordered by the Board of Directors.
Article X: Local Sections
Section 1. The Association may have Local Sections in areas
that have sufficient number of individuals with scientific interest in biological
and medical research. Application for establishment of a Local Section shall
be made to the Board of Directors by a local group of at least ten members of
the Association. If the Board accepts the application, authorization for the
Local Section shall be put to a vote of the members of the Association. Meetings
of the Local Sections shall be held at least once a year, and annual written
reports of such meetings shall be made to the President and vice presidents
of the Association. The Head of Local Sections is appointed by the President
and approved by the Board of Directors.
Section 2. All activities carried out by the Association and
active individual members shall not be against the laws of the United States,
China and other related countries.
Article XI: Finances
Funds for Association activities shall be obtained from membership dues and
other sources (meeting fee, individual and group donations, financial help from
companies and advertisement fee, service fee and financial support from collaborations)
approved by the Board of Directors. The Director of Membership and Executive
Committee and Treasurer shall prepare jointly an annual budget and shall submit
the budget to the Board of Directors for review and approval for the Association’s
Article XII Amendments
The By-Laws of the Association may be amended according to the following procedure:
(a) Proposed amendments shall be sent to the President. Such proposals shall
be endorsed in writing by at least fifty voting members or fifty percent of
the Board Members.
(b) Proposed amendments shall be voted upon by ballots issued by mail or email
to the active members of the Association. A two-thirds majority of the total
votes cast shall be required for the adoption of amendments. The participation
of not less than 50% of voting members is required to amend the By-Laws. Announcements
of the results of the vote shall be sent to all members.
Article XIII: Dissolution
In the event of dissolution or final liquidation of the Association (the 80%
votes from all Board Directors shall be required for the dissolution or final
liquidation of the Association), the remaining assets of the Association shall
be applied and distributed as follows. All liabilities and obligations of the
Association shall be paid, satisfied, and discharged, or provision shall be
made therefore; any assets held on the condition that they be returned, transferred,
or conveyed upon dissolution shall be disposed of in accordance with such requirements.
All remaining assets of every nature and description whatsoever shall be distributed
to one or more corporations, funds, or foundations, engaged in biological and
medical science activities, qualified for exemption from tax as an exclusively
charitable or educational corporation, fund, or foundation.
Effective November 18, 2001