The name of the corporation is Genetic Toxicology Association.
The corporation is a nonprofit corporation and shall not have the authority to issue capital stock. No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the coporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
The corporation's duration shall be perpetual.
The corporation is organized exclusively for educational and scientific purposes. The primary purpose of the corporation is to foster the exchange and dissemination of information regarding genetic toxicology and to promote the development of the science of genetic toxicology, all by such means as are lawful and proper and consistent with Section 501(c)(3) of the Internal Revenue Code.
The address of the registered office of the corporation in the State of Delaware is 100 West Tenth Street, New Castle County, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company
The name and mailing address of each incorporator is as follows:
|R. Bruce Dickson|| Suite 400|
1250 Connecticut Avenue, N.W.
Washington, D.C. 20036
The name and mailing address of each person who is to serve as a director until the first annual meeting of the members or until a successor is elected and qualified is as follows:
|Henry E. Holden|| Pfizer, Inc.|
Groton, Connecticut 06340
|Jane S. Allen|| American Cyanamid Company|
P.O. Box 400
Princeton, New Jersey 05540
|Michael G. Farrow|| Hazleton Laboratories America|
9200 Leesburg Turnpike
Vienna, Virginia 22180
|Joseph D. Irr|| Haskell Laboratory|
E.I. DuPont de Nemours & Co.
Wilmington, Delaware 19898
|Steve R. Haworth|| EG&G Mason Research Institute|
1530 Jefferson Street
Rockville, Maryland 20852
|Dale Matheson|| Stauffer Chemical Company|
400 Farmington Avenue
Farmington, Connecticut 06032
|Robert Naismith|| Pharmakon Laboratories|
Waverly, Pennsylvania 18471
The conditions of obtaining and retaining membership in the corporation shall be as stated in the by-laws.
The corporation shall have such by-laws as may be adopted by the Board of Directors. Without limitation upon the power of the members to adopt, amend or repeal the by-laws, and in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the by-laws of the corporation.
Elections of directors need not be by written ballot unless the by-laws of the corporation so provide.
Only members present in person may vote. Voting proxy shall not be permitted.
At any meeting of the Board of Directors, a quorum for the transaction of business shall consist of one third of the directors in office and qualified to vote at the meeting.
Meetings of members may be held within or without the State of Delaware as, or in the manner that, the by-laws may provide. The books of the corporation may be kept (subject to any provision in the Delaware General Corporation Law or other statute) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the corporation.
In the event of dissolution, all the remaining assets and property of the corporation remaining after the payment or satisfaction of the corporation's liabilities and of necessary expenses shall be distributed to an organization or organizations qualified under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.
No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, as specified in Section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carrried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954.
Article One: Name and Objectives
This corporation shall be named the Genetic Toxicology Association (herinafter the "Association").
The corporation is organized exclusively for educational and scientific purposes. The primary purpose of the corporation is to foster the exchange and dissemination of information regarding genetic toxicology and to promote the development of the science of genetic toxicology; all by such means as are lawful and proper and consistent with section 501(c)(3) of the Internal Revenue Code.
The members of the Association shall engage in no activities or communications, such as discussion of pricing, allocation of markets, fair competition, limitation of supply, bidding procedures, or any other activities or communications which could be violations of federal or state antitrust laws or regulations.
Article Two: Membership
Any person or business entity interested in genetic toxicology and who agrees to pay membership dues as determined pursuant to Article VIII below is eligible for membership in the Association. The Board of Directors may, in its discretion, establish a class of sustaining members who shall pay only an initial total membership fee as determined by the Board of Directors pursuant to Article VIII below.
Any eligible person or business entity shall become a member of the Association upon the submission of an appropriate application for membership in the Association, which application shall conform to such requirements as the Board may establish, unless membership is disapproved by the Board of Directors at its meeting following the date of such application.
The Board of Directors may, in its discretion, issue such certificates, cards or other instruments evidencing membership, voting or ownership rights as it may decide.
Article Three: Meetings
3.01: Annual Meeting
The annual meeting of members of the Association shall be held at such time and place (within or without the State of Delaware) as the Board of Directors may determine. The time, place and subject matter of the meeting shall be specified in the notice provided. The annual meeting may be adjourned to some future day or days.
3.02: Special Meeting
Special meetings of the members of the Association may be called by the Chairman of the Board of Directors or by the Board of Directors at their discretion. Upon the written request of ten percent (10%) or more of the members entitled to vote at Association meetings, the Board of Directors shall call a special meeting. The time, place and purpose or purposes of the special meeting shall be specified in the notice thereof. Said meetings may be adjourned to some future day or days.
3.03: Notice of Meetings
Written notice of meetings shall be provided to all members entitled to vote at such meetings not less than ten (10) and not more than sixty (60) days before the date of such meetings. If mailed, such notice shall be deemed given when deposited in a Post Office or any regular United States mailbox addressed postpaid to such member at his address as it appears on the records of the Association.
Minutes shall be kept of all annual and special meetings described in this Article and shall be available to members upon request.
(a) At any annual or special meeting of the members a quorum for the transaction of business shall consist of one-tenth (1/10) of the members entitled to vote at such meeting, who shall be present in person.
(b) At any meeting of the members, each member entitled to vote may vote in person.Back to Top ↑
Article Four: Voting
Each member present in person at any meeting of members shall be entitled to cast one vote on each issue submitted to a vote.
Article Five: Board of Directors
The Board of Directors shall have general supervision, control and direction of the affairs of the Association. The Board may adopt any appropriate rules and regulations for the conduct of the Association and shall have the authority to do everything necessary or desirable for the conduct of the business of the Association in accordance with the law, the Certificate of Incorporation and these By-Laws.
Without limiting the powers of the Board of Directors conferred by law, the Certificate of Incorporation and these By-Laws, the power of the Board shall also include the following:
- To assist the Chairman in exercising supervision over the work of the Association;
- To disapprove applications for membership;
- To contract with appropriate organizations for the provision of administrative services;
- To engage agents and employees of the Association and to define their duties, indemnify them and fix their compenstaion, if any;
- To contract for goods and services;
- To approve expenditures;
- To determine and recommend to the members the dues and assessments that should be made upon them to meet the expenses of the Association incurred in the ordinary course of its work or as emergencies may arise; and
- To recommend to the members of the Association at the annual meeting nominees for the Board of Directors for the following year.
The Board of Directors shall consist of seven (7) persons who are members of the Association.
5.03: Elections and Terms of Office
The initial Board of Directors appointed in the Certificate of Incorporation shall serve as directors until the first annual meeting or until their successors have been duly elected or appointed and qualified. Thereafter, directors shall be elected at each annual meeting of members and shall serve a term of one (1) year or until their successors are duly elected or appointed and qualified.
(a) Regular meetings of the Board of Directors shall be held at least annually, or more frequently as circumstances warrant, as determined by the Board. The time and place of such regular meetings shall be fixed in the notice thereof, and not less than ten (10) days notice of such meetings shall be provided to members of the Board.
(b) Special meetings of the Board of Directors may be called by the Chairman, or upon the request of one-third (1/3) of the directors, on not less than three (3) days notice being given by telegram, telex or otherwise in writing or, in exceptional circumstance, by telephone. The time and place of any such special meeting shall be fixed in the notice thereof.
5.05: Quorum and Voting
(a) At any meeting of the Board of Directors, a quorum for the transaction of business shall consist of one-third (1/3) of the directors in office and qualified to vote at the meeting. Only directors who are present in person (including directors who are present by conference telephone or similar communications equipment) may be counted in determining the existence of a quorum.
(b) Each director shall be eligible to cast one vote on each issue submitted to vote.
(c) Except as otherwise provided by law, the Certificate of Incorporation, or these By-Laws, the action of a majority of the directors present in person (including directors who are present by conference telephone or similar communications equipment) at any meeting at which a quorum is present shall constitute the action of the Board.
(d) Any action required or permitted to be taken by the Board (or any committee thereof) may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all directors (or members of the committee) entitled to vote with respect to the subject matter thereof. Such writings shall be filed with the minutes of proceedings of the Board (or committee).
5.06: Delegation of Authority
The Board of Directors may, by resolution adopted by a majority of the directors in office, delegate to a committee or committees designated by the resolution the authority to act on behalf of the Board to the extent that, and on such matters and subject to such conditions as, the Board may deem expedient and proper and as permitted by law. Any such designated committee shall consist of one or more directors and the Board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified number at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present and qualified to vote at any meeting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the remaining members of the Board even if less than a quorum of the Board. The person appointed to fill the vacancy shall meet all qualifications required of the director whose vacancy is being filled and shall serve the unexpired portion of the term for which the vacancy existed.
Minutes shall be kept of all meetings of the Board of directors or committees having any of the authority thereof and shall be made available to the members promptly thereafter.
5.09: Removal of Director
A director may be removed by a majority vote of the members of the Association.Back to Top ↑
Article Six: Officers
The officers of the Association shall be the Chairman, the Secretary, the Treasurer and such other officers as the Board of Directors may from time to time provide by resolution.
6.02: Qualifications for Officers
The Board of Directors may prescribe such qualifcations for officers as it may deem proper except that the Chairman shall be a director.
6.03: Selection of Officers and Terms of Office
Officers shall be chosen in such manner and serve such terms as determined by the Board of Directors. Each officer shall hold office until his successor is elected or appointed and qualified or until his earlier resignation or removal.
6.04: Removal of Officers
Any officer may be removed in the same manner as such officer was selected or by a majority vote of the Board of Directors whenever in the Board's judgment the best interest of the association would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Vacancies occurring in any office of the Association may be filled in the manner prescribed for the initital selection of that officer unless the Board of Directors determines by resolution that a different manner of selection is appropriate. Unless the Board of Directors otherwise decides, the person selected to fill the vacancy shall serve the unexpired portion of the term for which the vacancy existed.
6.06: Duties of Officers
(a) The Chairman shall act as Chairman of the Board of Directors and preside at meetings of the members and the Board of Directors, and shall be a member ex-officio of all standing or special committees. He shall exercize general supervision over the affairs of the Association, subject to the direction and approval of the Board of Directors.
(b) The Secretary shall be responsible for the maintenance of Association records (including the recording of proceedings of meetings of members and directors in a book kept for that purpose) and shall perform such other duties and have such other responsibilities as the Board of Directors may from time to time prescribe.
(c) The Treasurer shall have general supervision of the Association's funds and financial records and shall perform such other duties and have such other responsibilities as the Board of Directors may from time to time prescribe.
(d) Any other officers created by the Board of Directors shall perform such duties and have such responsibilities as the Board of Directors may from time to time prescribe.
Article Seven: Committees
7.01: Establishment of Committees
The Board of Directors may establish, or delegate authority to the Chairman to establish, such committees, and their reporting relationships, for such purposes and to serve for such periods of time as the Board of Directors or the Chairman shall deem expedient and proper.
7.02: Notice of Committee Meetings
Appropriate notice of committee meetings shall be provided to committee members.Back to Top ↑
Article Eight: Dues and Assessments
(a) Prior to each annual meeting of the members, the Board of Directors shall prepare a budget setting forth the amount it estimates to be necessary to support the work of the Association for the ensuing fiscal year and a schedule of dues. Dues sufficient to raise the amount estimated in the budget shall be set by the Board of Directors and allocated equally among the members (other than sustaining members, who shall pay one total fee in an amount determined by the Board of Directors). The initial Board of Directors at the organizational meeting shall establish an interim budget and dues required for the period prior to the first annual membership meeting.
(b) Dues shall be payable on a schedule that the Board shall determine.
(c) Dues for new members shall be paid as the Board shall determine.
In the event that, subsequent to any annual meeting of the members, funds are required for the work of the Association in addition to those to be raised by the payment of annual dues, the Board of Directors may submit a proposal for additional assessments as it may deem appropriate
8.03: Use of Association funds
The Association shall use its funds only to accomplish the objectives and purposes specified in its Certificate of Incorporation and these By-Laws and no part of such funds shall be distributable to, or enure to the benefit of, its directors, officers or members.
Article Nine: Termination and Suspension of Membership
9.01: Voluntary Withdrawal
Any member may withdraw from the Association after fulfilling all its obligations to the Association for the current year, by giving written notice to the Chairman or Secretary.
9.02: Suspension and Expulsion
A member may be suspended or expelled for good cause shown. Good cause shall include, but not be limited to, default in payment by a member of annual dues or assessments or both, for a period of sixty (60) days after the same are due and payable. Suspension or expulsion may be effected by a vote of at least two-thirds (2/3) of the Board of Directors, provided that at least thirty (30) days written notice containing a statement of charges has been given to the member liable for suspension or expulsion, and that such member has been afforded an opportunity to reply.
Article Ten: Amendments
These By-Laws may be amended, repealed or altered by either the Board of Directors or the members entitled to vote upon at least ten (10) days written notice of such proposed change.
Article Eleven: Waiver of Notice
Any notice provided for herein to any member of the Association or of the Board may be waived in writing or in person, either before or after the meeting to which such notice relates, by such member of the Association or of the Board, and any such notice so waived shall be deemed to have been duly given in full compliance with all of the requirements hereof.
Article Twelve: Other
The Association shall maintain a registered office and registered agent in the State of Delaware. A record of the names and addresses of all members entitled to vote at meetings of the Association shall be maintained by the Chairman of the Membership Committee.