Legal Matters – Bylaws

Article I Name and Object
The name of this association is Epigenetics Society and the object of the Society shall be to foster scientific research and education in the field of DNA methylation among scientists, including graduate students interested in the field of naturally occurring DNA methylation (including in prokaryotes and eukaryotes).

The activities of the Society shall include, but shall not be limited to: maintaining a directory of members; publicizing the study of DNA methylation to those molecular biologists not directly working in this area; organizing small meetings or sections of larger meetings; interacting with other scientific societies with overlapping interests; and setting up an electronic bulletin board for communicating information on techniques, meeting highlights, ongoing projects, abstracts from pertinent articles or articles in inaccessible journals, and short written discussions comparing different articles on a given aspect of DNA methylation.

 

Article II Membership
The Board of Directors may grant any qualified individual membership in the Society. Membership shall be open to scientists, including graduate students, interested in the field of naturally occurring DNA methylation (including in prokaryotes and eukaryotes). Each prospective member’s application shall be approved by the Board of Directors, the power of which may be delegated to the President or to an Executive Committee, to be constituted as described in these Bylaws.

The annual meeting shall be held in the month of May, at a time and place designated by the Board of Directors. Notice shall be mailed to the membership. The presence in person or by proxy of ten (10) percent of the voting membership shall constitute a quorum.

 

Article III Representation
There shall be a Board of Directors consisting of not less than three (3) and no more than twelve (12) persons. They shall serve for terms of two (2) years each. The Board of Directors shall have an annual meeting in the month of May, and notice of such meeting shall be mailed to the Directors. Notwithstanding this provision, the business of the Society may be conducted by mail ballot in lieu of an annual meeting, as provided in Article XI of the Articles of Incorporation. The Board of Directors shall elect from among its members a President, Vice-President, and Secretary-Treasurer. These officers shall be known as the Executive Committee and shall serve for a one-year term. The Board of Directors may delegate its responsibilities and duties to the Executive Committee.

Any director absent from a meeting of the Board, or any committee thereof, may be represented by any other director of member, who may cast the vote of the absent director according to the written instructions, general or special, of the absent director.

Vacancies occurring in any office, including the Board of Directors and Officers, before the term has expired shall be filled by appointment by the Executive Committee until the next Annual Meeting of the Membership.

Special meetings of the Board of Directors may be called at any time by the President, or in his or her absence, by the Vice-President and, on the written request of two or more Directors, shall be called by the Secretary. Notice of such special meetings shall be given to all Directors by telephone, fax, or E-mail, as to the time and place.

A majority of the whole number of Directors shall be a quorum, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

Article IV Duties of Officers
The President shall preside at all meetings, conduct the correspondence of the Society, circulate the calendar and notices of sanctioned events to the Membership, and shall appoint all special committees.

The Vice-President shall, in the absence of the President, fulfill the duties of the Office of President, as assigned by the President.

The Secretary-Treasurer shall keep a record of the proceedings of all meetings, preserve all documents connected with the business of the Society, maintain all appropriate records, collect and receive all monies and pay all bills approved by the Executive Committee and/or Board of Directors and, at the Annual Meeting of the Board of Directors, he or she shall submit a written report of the receipts and expenditures of the Society since the preceding annual meeting.

Upon the authorization of the Board of Directors, the Executive Committee shall have general management of the affairs of the Society, shall approve or disapprove applications for membership, and take such steps as may seem expedient to carry into effect the objects of the Society. The Executive Committee may, at its discretion, appoint an Assistant Secretary-Treasurer, and the President may appoint special committees as he or she deems necessary.

 

Article V Indemnity
This corporation shall indemnify all of its officers, directors, employees, and agents to the fullest extent authorized by Louisiana Revised Statutes 12:227A through F, as shall be amended from time to time, and this society shall have full power to procure or maintain insurance as provided in Louisiana Revised Statute 12:227F, as amended.

 

Article VI Rules of Order
The rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern this Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Society may adopt.

 

Article VII Amendments
These Bylaws may be repealed or amended from time to time by a two-thirds vote of the Board of Directors, provided that each board member has been notified by mail thirty (30) days prior to the meeting, unless such notice is waived by two-thirds of the membership of the Board.