International Society for the Protein Termini Bylaws

(Effective October 2018)

 

ARTICLE I - Membership

 

Section 1. Qualifications and Procedures for Membership.

Membership in the Society shall be open to individuals and entities interested in and supportive of the purposes of the Society who remit timely applicable dues within classes of membership as established by the Council.

 

Section 2. Classes and Rights of Membership.

The Society shall have the following classes of membership, with the following qualifications and rights:

A. Regular Members. Individuals who hold a Ph.D. or equivalent degree or have equivalent experience.

B. Postdoctoral Members. Individuals who hold a Ph.D. or equivalent degree or have equivalent experience are actively engaged in a training program, and whose applications are endorsed by their research advisor. Postdoctoral membership status discontinues if not renewed and may be held for a maximum of five consecutive years.

C. Emeritus Members. Regular Members in good standing who are retired from active employment, were Society members for at least ten years, and have made a written request to the President.

D. Graduate Student Members. Individuals who are either doctoral candidates in good standing or working toward completion of a master’s degree, and whose applications are endorsed by the student’s research advisor.

E. Undergraduate Student Members. Individuals who are enrolled as undergraduates, or who received undergraduate degrees within the prior two years, whose applications are endorsed by the student’s research advisor. Undergraduate student membership shall terminate at the end of the first membership year in which the student is able to apply for another class of membership after completing or otherwise leaving the degree-granting program. Undergraduate membership discontinues if not renewed and is limited to six consecutive years.

F. Corporate Members. Companies and commercial entities that support the purposes of the Society.

 

Section 3. Rights of Membership, Voting.

Only Regular Members shall have the right to hold office. Regular, Emeritus, Postdoctoral, and Graduate Student Members shall have the right to vote, to sponsor new members, to make nominations, and to sponsor an abstract for the Biennial Meeting. Undergraduate Student Members in good standing shall have no vote but may present posters or papers at the Society’s Biennial Meetings in accordance with the rules and regulations of the Council.

In accordance with the Articles of Incorporation, voting members may vote by written consent, or by proxy, or at a meeting, as long as a quorum (defined in Section 5) is present, and approval by a simple majority of those voting is required to approve a matter, except for amendments to the bylaws (see Article VIII).

 

Section 4. Dues.

Membership dues shall be evaluated periodically at the suggestion of the Treasurer or President and shall be established by majority vote of the Council or, upon Council designation, by the Executive Committee in consultation with the staff. The Council may adjust or exempt from payment of dues any members who have assumed emeritus status, have become incapacitated, or have other special circumstances affecting ability to pay dues.

Annual dues are payable upon application to the Society, and thereafter will be payable on October 1 preceding the beginning of the fiscal year. If payment is not made, members may be dropped from the mailing and subscription lists by the end of the following February. Members will be reinstated upon payment of dues.

 

Section 5. Quorum.

The quorum constitutes 20% of the voting members of the Society. If 20% of members are unable to simultaneously assemble for a vote, votes can be submitted over teleconferencing or e-mail.

 

ARTICLE II - The Council

 

Section 1. General Powers.

The property, business, and affairs of the Society shall be managed by its governing board, which is referred to as the Council, in accordance with these Bylaws and the purposes of the Council. The duties of the Council shall be to engage in the overall stewardship of the Society, to determine the policies for the good of the Society, approve changes in dues, review proposals for amendments to the Bylaws and Articles of Incorporation, and take other appropriate governance actions.

 

Section 2. Number, Term, and Qualifications.

The Council shall consist of the individuals elected as Councilors, chosen by the membership of the Society during business meetings, held in conjunction with the Society’s biennial meetings. A Councilor can be re-elected for consequitive terms without limitations. All candidates for Council positions must be and must remain members in good standing.

 

ARTICLE III - Officers

 

Section 1. Officers, Terms.

The elected Officers of the Society shall be a President, a Secretary, and a Treasurer. All Officers shall take office immediately upon election. The term of office of any Officer shall terminate upon the election and installation of a successor or upon his or her accepted resignation, death, or removal under these Bylaws.

 

Section 2. Nomination, Election.

Elections for the governing board and officers will be held every two years, in conjunction with the biennial meeting of the Society. Nominations can be made by any society members at any time prior to the election. In the event of multiple nominations, those with the highest number of nominations will be placed on the ballot. The candidate for each office receiving the highest number of votes will be elected. In the case of a tie, the outgoing President shall cast the deciding vote.

 

Section 3. Vacancies.

The Council shall, by majority vote, elect Councilors to fill interim vacancies in the offices of Treasurer or of Secretary until the completion of the next regular election. If for any reason the President is unable to fulfill his/her duties, the President may be removed from office by two-thirds vote of Council. An interim vacancy in the presidency shall be filled by advancement of the President-Elect, who shall remain to serve the originally anticipated term as President. In the event that there is no President-Elect to advance, the Council shall elect one of its members as Acting President to serve until the completion of the next regular election.

 

Section 4. President.

The President shall chair the Council and shall carry out other activities usually pertaining to the office. The President shall preside over the biennial business meeting of the Society at the close of the regular term of office, and as specified by the Council shall have signatory authority for contracts with the Executive Director. No employee of the Society (defined as an individual receiving monetory compensation for his/her services) is eligible to serve as President of the Society. The President shall vote only to break a tie. The President, with the approval of Council, will appoint members of the Society as representatives to other groups.

 

Section 5. Secretary.

The Secretary of the Society shall oversee a process by which the minutes and the archives of the Society are kept, shall be responsible for overseeing the process of review of applications for membership, and shall carry out other duties that usually pertain to this office. A Membership Committee, when existent, shall be chaired by the Secretary and assist in member recruitment and retention and promotion of Society activities.

 

Section 6. Treasurer.

The Treasurer of the Society shall oversee a process for the handling and disposition of the Society’s funds and shall, unless otherwise determined by the Council, have authority to sign checks, contracts, drafts, and other orders for payment.

 

ARTICLE IV - Manner of Acting

 

Section 1. Manner of Acting.

For all Society decision-making, a majority of the votes cast on a matter where a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these Bylaws. Any action that may be taken at a meeting, if permitted by law, may be conducted by mail or email ballot in such manner as the Council may by resolution determine.

 

Section 2. Alternative Action.

Any action required by law to be taken at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, is signed or electronically transmitted, such as by email, by all of those entitled to vote with respect to the subject matter thereof.

 

Section 3. Meetings Held in Whole or Part Through the Use of Telecommunications.

Any one or more Councilors or members of a committee may participate in a meeting of the Council or committee by means of a conference telephone or other telecommunications or video communications device that allows all persons participating in the meeting to hear each other or to see in written form the words of the other members (as may be accomplished through the use of an Internet-assisted conference), and such participation in a meeting shall be deemed presence in person at such meeting. Council decisions can also be made based on an e-mail exchange on which all members of the Council are simultaneously included.

 

ARTICLE V - Publications

ISPT is empowered to publish or to enter into agreements with others to publish such journals and other publications as may be authorized and specified by Council.

 

ARTICLE VI - Indemnification

The Society shall indemnify Officers, Councilors, duly appointed or elected committee members, Editors, Associate Editors, Editorial Board members, and Employees (“Indemnified Parties”) against any and all expenses and liabilities actually and necessarily incurred or imposed in connection with any claim, action, suit, or proceeding (whether actual or threatened, brought by or in the right of the Society, or otherwise, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been an Indemnified Party of the Society to the full extent permitted by law. The Society may exercise any powers it is authorized to exercise, including the power to purchase and maintain indemnification insurance, provided, however, that there shall be no indemnification in relation to matters as to which such Indemnified Parties shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees, cost and disbursements judgments, fines, penalties, and amounts paid in settlement by such Indemnified Parties. The Society may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of any Indemnified Party, provided, however, that such Indemnified Party shall undertake to repay or to reimburse such expense, if it should be ultimately determined that he or she is not entitled to indemnification under this Article. The indemnification provided for in this Article shall not be deemed exclusive of any other rights to which such Indemnified Party may be entitled, under any law, bylaw, agreement, and vote of the Council or otherwise and shall not restrict the power of the Society to make any indemnification permitted by law. Indemnification as provided for in this Article shall inure to the benefit of the heirs, executors, administrators, or other legal representatives of an Indemnified Party. If any part of this Article shall be found, in any action, suit, or proceeding, to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

 

ARTICLE VII - Amendments to the Bylaws

Amendments to the Bylaws may be initiated by the governing officers or individual members of the Council, or by a petition to the Council signed by 20 voting members of the Society. The Council must act upon amendments within seven months of initiation. Approval by a majority of the entire Council is required for further consideration of an amendment. Within twelve months following Council approval, the amendment must then be presented to the membership. This can be accomplished by a mail ballot or, to the extent permitted by law, by an email or Internet-assisted ballot; for such ballots, the amendment is adopted upon approval by a majority of those voting members who vote on the matter. The amendment may also be considered at an official business meeting provided that a quorum is present; in this case, the amendment must be approved by a two-thirds majority of those voting.

 

ARTICLE VIII - Fiscal Year

The fiscal year for the Society shall be the calendar year.