1. The Association shall be called the Inflammation Research Association.
2. The Association is a non-profit organization instituted to bring together scientists with an interest in inflammation research to encourage communication and discussion of scientific technological advances that can be used to discover and develop new therapeutic agents for inflammatory diseases.
3. No part of the Association’s income is distributable to its members, Directors or Officers other than to reimburse them for reasonable expenses incurred in the performance of their duties on behalf of the Association.
4. Persons who take an active interest in inflammation research or treatment will be accepted as members of the Association upon receipt by the Secretary of a signed application stating their willingness to participate in the activities of the Association and to be bound by its Bylaws.
Board of Directors and Officers
5. The business of the Association shall be conducted by a Board of fourteen members, elected for a two-year term. The Board shall consist of ten Directors, a President, Vice-President, Secretary and Treasurer.
6. As of September 1994, any individual who has been a member of the Association for two years or more shall be eligible for election to the Board as a Director. Only those individuals who have served a term on the Board are eligible for election as an officer. Members can serve no more than two consecutive terms as Director. Officers are not eligible for a second consecutive term in the same position. The retiring President will become one of the ten Directors for the term following his/her tenure as President.
7. At least seven months prior to the election, the Board will elect a nominating committee. The nominating committee will propose a list of candidates for the positions of Officers and Directors which, when approved by at least nine of the Board members, will become the Board recommended slate. At least three months prior to the election, the Secretary will mail to all members the details of the recommended slate and request the submission of other nominations from the membership. All nominations must be proposed by at least two members, accompanied by the written consent of the nominee to serve if elected, and be received at least six weeks prior to the date of the election.
8. At least four weeks before the Annual Business Meeting, the Secretary will send to each member a ballot list containing the names of all eligible nominees. Ballot papers can either be submitted at the Annual Business Meeting or, for members unable to attend the meeting at which elections are to take place, they can send the signed proxy ballot to the Secretary in reasonable time to be included in the ballot.
12. A majority of the Board members (Directors plus Officers) shall constitute a quorum for the transaction of business at a Board Meeting. Every act or decision made by a majority of the Directors and Officers present at a meeting duly held at which a quorum is present shall be the act of the Board. A majority of the authorized number of Directors and Officers plus any Association members present shall constitute a quorum for the transaction of business at the Annual Business Meeting or any properly called Special Association Meeting. At these meetings, any business on a previously published agenda may be transacted by a simple majority vote. Parliamentary procedures to be followed in all meetings of the Association shall be those specified in “Robert’s Rules of Order.”
13. The President, if present, shall preside at every meeting of the Board. If the President is not present, (in order of precedence) the Vice-President, Secretary or Treasurer may act as chair-person. The Board meeting must be adjourned if none of the elected Officers is present.
14. Roles of Directors and Officers:
President: the President shall have general supervision over the activities and affairs of the Association, subject to the control of the Board. The President may sign and execute, in the name of the Association, any instrument authorized by the Board. The President shall have the discretion to prescribe the duties of other Officers and Board members in a manner not inconsistent with these Bylaws.
Vice-President: the Vice-President shall serve as chairperson of the program committee for the Association’s international and monthly scientific meetings and may, in the absence of the President, sign and execute, in the name of the Association, any instrument authorized by the Board.
Secretary: the Secretary shall maintain the membership records of the Association, ensure that the elections to the Board are performed according to the procedure outlined in these Bylaws, record the decisions of the Board in the minutes of Board meetings and maintain a history of the Association. The Secretary shall give, or cause to be given, notice of all meetings.
Treasurer: the Treasurer shall be responsible for maintaining the financial records of the Association and ensuring that all income and expenditures are in compliance with applicable tax law, the Association’s Bylaws and the aims and objectives of the Association. The Treasurer will be responsible for filing the Association’s tax returns, planning the annual budget, solicitation of financial support for the Association from organizations with an interest in inflammation research and treatment, and will submit an annual financial report.
Directors: the Directors shall determine the policies of the Association in accordance with its Bylaws, shall plan scientific meetings, shall authorize expenditure of funds, and shall be available to serve on sub-committees designated by the Board. These committees include, but are not limited to: the Scholarship Committee, the Organizing Committees for conferences, the Newsletter Committee, the External Collaboration Committee.
15. Directors and Officers who do not attend at least 30% of the Board meetings held in any one year can be dismissed by a majority decision of the other Officers and Directors. A replacement Director may be selected by a majority decision of the Board from among the members of the Association, without a ballot of all members.
a. The fiscal year of the Association shall be set by resolution of the Board of Directors.
b. Except as otherwise provided by law, these Bylaws and the Articles of Incorporation of the Association may be amended or repealed by action of the Board of Directors. The Board shall seek the approval of the membership of the Association when such proposed amendments represent a substantive change in the Instruments of the Association.
c. Newly elected Officers and Board members shall take office immediately following the Association’s Biennial International Scientific Meeting held in late September or early October of that election year.
Approved by the Board of the Inflammation Research Association on November 19, 1992.