Constitution and Bylaws

   

Approved June 24, 2017

ARTICLE I

General

 

Section 1. Name. The name of the Corporation shall be The Toxicology Forum (hereinafter referred to as the "Corporation").

 

Section 2. Location. The principal office of the Corporation shall be that of the Executive Director, or as otherwise determined by the Board of Directors as the business of the Corporation may require.

 

Section 3. Purpose. The purposes of the Corporation are exclusively charitable, scientific, and educational within the meaning of section 501(c) (3) of the Internal Revenue Code of 1986, and as amended. In particular, the purposes for the Corporation are:

  • To promote in a lawful and legal manner the cooperation, the exchange of information, and the other beneficial results through the planning, coordination, and administration of informal, formal, and other meetings between toxicologists and professionals from government agencies, academic institutions, and industrial employment, and with any others having an interest in toxicology;
  • To conduct other similar and legitimate activities regarding specific or general topics in the area of toxicology and environmental health;
  • To collaborate and cooperate in every legal manner, in furtherance of the advancement of knowledge and application of the science of toxicology, with all branches of state and federal governments of the United States; branches of foreign governments; related organizations, associations, and academic institutions; related official or quasi-official international regulatory bodies or agencies; and interested industries; and
  • To engage in all other legal activities that will enhance the understanding of the science of toxicology that are consistent with laws governing nonprofit organizations.

 

Section 4. Disclosure. In connection with its activities and operations, the Corporation is prohibited from allowing or participating in any discussions or dissemination of any information concerning the businesses of its members relating to manufacturing costs, prices, or sales.

 

ARTICLE II

Membership

 

Section 1.  Members:  Membership shall be open to individuals demonstrating an active involvement and interest in the field of toxicology, public health or regulatory sciences.  Membership in this Corporation shall be in three classes – Full, Honorary, and Emeritus– as described below.  The Membership Committee with Board approval will determine eligibility requirements for Full, Honorary, and Emeritus membership.  The Membership Committee will review and approve applicants based on eligibility requirements for Full Membership.  The Board of Directors may from time to time be requested to approve a membership if eligibility requirements are in question.  Honorary Membership will be approved by the Board of Directors only.  Applications for membership will be reviewed and processed on a quarterly basis on an application schedule determined by the Membership Committee.

 

Section 2.  Full Membership: Membership shall be open to individuals demonstrating an active involvement and interest in the field of toxicology.   Any eligible individual may make application for membership in the Corporation. The Board of Directors shall have the right to refuse any application in the event the applicant is not eligible or for any other non-discriminatory reason. Upon approval of the application by the Membership Committee and receipt of payment of dues, such applicant shall become a member and shall be entitled to all benefits of the Corporation. 

  

Section 3.  Honorary Membership:  Honorary Membership may from time to time be conferred by action of the Board of Directors on an individual who is not a member of the Corporation but is recognized for outstanding and sustained achievements in the area of toxicology, public health, and regulatory sciences.  Honorary Membership shall carry no dues obligation.  Honorary Members shall not be eligible for participation on the Board of Directors.  Honorary Members may attend all open meetings sponsored by the Toxicology Forum, including Membership meetings and shall be entitled to the lowest membership registration fee charged at meetings.

 

Section 4.  Emeritus Membership.  A Full member for at least 15 years and who has rendered long, valuable and distinguished service to the Corporation.  Emeritus Membership shall carry no dues obligation. Emeritus Members shall not be eligible for participation on the Board of Directors.  Emeritus Members may attend all open meetings sponsored by the Toxicology Forum, including Membership meetings and shall be entitled to the lowest membership registration fee charged at meetings.

 

Section 5.  Annual Membership Dues:  Annual dues will be set by the Board of Directors with recommendations from the Membership and Finance Committees and may or may not be set differently for individuals based on employment.

 

Section 6.  Annual Sponsorship:  Annual Sponsorship of The Toxicology Forum shall be available to individuals or organizations demonstrating an active involvement and interest in the field of toxicology.  Sponsorship in The Toxicology Forum will be at four defined levels: Platinum, Gold, Silver and Bronze.  Obligations, criteria and benefits of Sponsorship will be recommended by the Membership Committee and approved by the Board of Directors.  Any eligible individual or organization may make application to the Corporation as a Toxicology Forum Sponsor.   The Membership Committee will review and recommend potential Sponsors to the Board of Directors for approval.  The Board of Directors shall have the right to refuse any application in the event the applicant is not eligible or for any other non-discriminatory reason. Upon approval by the Board of Directors and receipt of payment, Sponsor organizations will be entitled to benefits commensurate with the level of Sponsorship as defined.  Sponsorships will be reviewed on an annual basis by the Board of Directors to ensure compliance to eligibility requirements.   Annual fees for Sponsorship will be set by the Board of Directors with recommendations from the Membership and Finance Committees.

 

Section 7.  Termination/Resignation. Membership in the Corporation shall terminate when a member no longer conforms to the membership requirements for eligibility or any other obligation or duties of membership, or by voluntary withdrawal with the written notice to the board of directors/corporation prior to the dues year, or if a majority of the Board, after a closed session hearing, which the member may attend, determines in their sole discretion, that the member has failed to maintain professional standards of scientific and ethical integrity. Dues are payable February 1 of the calendar year. Default in the payment of dues for a period of ninety (90) days shall result in automatic suspension of membership. Said defaulting member shall forfeit all rights and privileges of membership. Default in the payment of dues for a period of 180 days shall result in the termination of membership. A written notice of suspension and/or termination will be sent from the Corporation to any such member in default.

 

 

ARTICLE III

Meetings

 

Section 1. Annual Meetings. The annual meeting of members shall be held annually at the time and place determined by the Board of Directors on at least ten (10) days, but no more than sixty (60) days, prior written notice. The Annual Meeting of the Board of Directors shall be held at the place of the annual meeting of the members. Regular meetings shall be held as determined by the Board.

 

Section 2. Special Meetings. Special meetings of the members may be called by the President or a majority of the Board of Directors, or such meetings shall be called by the Secretary at the request in writing by 25% of the members of the Corporation. Such writing shall state the purpose or purposes of the proposed meeting. Written notice of a special meeting stating the place, date and time of the meeting and the purpose or purposed for which the meeting is called, shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting, to each member entitled to vote at such meetings. Business transacted at any special meeting of the members shall be limited to the purposes stated in the notice.

 

Section 3. Conduct of Meetings. The President, or in his/her absence the Vice President, shall preside at each meeting of the members. The Secretary shall act as secretary of the meeting, or if he/she is not present, the President shall appoint a secretary of the meeting. Proceedings at such meetings shall be governed by Robert's Rules of Order Revised.

 

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

 

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. Board may establish reasonable methods for board members to electronically sign and deliver a unanimous written consent and/or for the board members to deliver their individual vote. The board may also establish reasonable means for the membership to receive and deliver their votes on any matter by electronic means.

 

Section 4. Quorum. A majority of the members present constitutes a quorum at any meeting of the Corporation. Unless otherwise provided by statute, in the Articles of Incorporation or the Bylaws, a majority vote of members present is required to approve any matter submitted to vote at any meeting of the members. In the event that the membership is composed of an even number of persons, a majority means one-half of the number of such persons plus one.

 

ARTICLE IV

Board of Directors

 

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall exercise all powers of the Corporation, except those powers designated to officers and others as specified in these Bylaws.

 

The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

 

The Board of Directors shall serve without compensation for services rendered as a member of the Board of Directors.

 

Section 2. Number. The Board of Directors shall consist of 11 persons. five members are the elected officers of the Corporation and serve for their terms of office. These are: President, Vice President, Past President, Secretary, and Treasurer. Six additional Board of Directors members shall be elected for terms of two years each. No Board of Directors member shall serve for more than two consecutive terms, except as an Officer. The Executive Director shall serve as an ex-officio member. Honorary members may not serve on the Board of Directors.

 

Section 3Nominations to the Board of Directors. Nominations for positions on the Board of Directors and Officers are developed and processed by the Nominating Committee.  The Nominating Committee shall nominate as many persons for election to the Board of Directors and to the Officer positions as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.  The Nominating Committee shall review any nominations from the general membership and propose a slate to the Board of Directors 60 days prior to the meeting of the membership.  Any person so nominated shall have, prior to member voting, agreed to serve if elected and to attend without reimbursement of expense the meetings of the Board of Directors. All nominees will be presented for vote at the annual meeting of the membership.

 

Section 4. Ballots. Ballots will be sent to voting members at least 30 days prior to the annual meeting. Voting will occur at the annual meeting of The Toxicology Forum either in person or in absentia by absentee ballot returned to the Executive Director at least 10 days prior to the annual meeting of the members.

 

Section 5. Meetings of the Board of Directors. The Board of Directors shall meet at such times and places as may be fixed by the President or by resolution of the Board of Directors. At least one meeting shall be held at an annual meeting of the Corporation. At any meeting of the Board of Directors, a quorum for the consideration of any question shall consist of a majority of the directors then in office, but any meeting may be adjourned from time to time by a majority of the directors present, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

 

Section 6. Notice. Notice of any meeting of the Board of Directors shall be given at least fifteen (15) days prior to the date of the meeting. Notice shall be delivered by electronic or printed communication to each member of the Board of Directors to his/her contact information as shown by the records of the Corporation.

 

Section 7. Voting. Each Board of Directors member shall be entitled to one vote.  Board of Directors members must be identified as present to vote. When a quorum is present at any meeting, the votes of a majority of the directors present and voting shall be requisite and sufficient for the decision on any question. 

 

Section 8. Vacancies/Resignation. In the event any member of the Board of Directors is unable, whether by reason of health, incapacity, or otherwise to perform the normal duties of his or her office, the Board of Directors shall fill the vacancy in any office of the Corporation for the unexpired term or until the next annual meeting. Any member of the Board of Directors may resign by giving written notice to the Board of Directors, the President, or the Secretary.

 

Section 9. Executive Director. The Board of Directors shall appoint an Executive Director, who shall not be associated with any member of the Corporation, and who shall serve until a successor is duly appointed and qualified. The Executive Director shall be the administrative manager of the Corporation, operating under the direction of and responsible to the Corporation’s Board of Directors. He/she shall handle all regular affairs and day-to-day management of the Corporation, shall see all orders and resolutions of the Board or Directors are carried in effect, and shall assume such other responsibilities as the Board of Directors may, from time to time, assign him or her. He/she shall serve as an ex-officio member of the Board of Directors. The Executive Director also shall act as liaison, with appropriate guidance from the Board of Directors and/or the President, between the Corporation and any branches of The Toxicology Forum located outside the United States.

 

ARTICLE V

Officers

 

Section 1. Number. The officers of the Corporation shall be President, Vice President, Past President, Secretary, and Treasurer. No person may occupy two offices simultaneously.

Section 2. The President. The President shall serve for a term of two years. He/she shall be the chief elected officer of the Corporation. He/she shall preside at all business meetings of the members and at all meetings of the Board of Directors. He/she is empowered to appoint committees, other than the Nominating Committee, which is appointed by a vote of the Board of Directors. In the event of the absence, disability or resignation of the President, the Board of Directors will fill the vacancy by affirmation vote of a majority of the members of the Board of Directors. A person elected to fill such a vacancy shall serve until either (1) the President resumes his/her duties or (2) the Vice President assumes the office of President according to the election cycle.

 

Section 3. Vice President. The Vice President shall be elected for a term of two years. He/she shall automatically become the President upon the expiration of the term of office of the President. He/she shall attend all business meetings of the members, and all meetings of the Board of Directors. The Vice President shall act a Chair of the Membership Committee and perform other duties and have such powers as the Board of Directors or the President may from time to time prescribe.

 

Section 4. The Secretary. The Secretary shall be elected for a term of two years. He/she shall attend all business meetings of the members, and all meetings of the Board of Directors, shall record all of the proceedings of such meetings, shall be the custodian of the records of the Corporation and shall affix the seal to all such documents as may be required. He/she shall give or cause to be given notice of all meetings of the members and of the Board of Directors in accordance with the provisions of the Bylaws, and he/she shall keep copies of these Bylaws available for inspection by the members of the Corporation. In general, he/she shall perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned to him/her by these Bylaws, the Board of Directors or the President. The Secretary shall supervise the work of the Executive Director in keeping records and proceedings of meetings and other activities of the Corporation.

 

Section 5. Treasurer. The Treasurer shall be elected for a term of two years. He/she shall be authorized to oversee the financial matters of the Corporation. He/she shall attend all business meetings of the members, and all meetings of the Board of Directors. He/she shall report thereon at the request of the Board of Directors or the President and oversee the audit/financial review. These accounts shall be open at all times to the inspection of any member of the Corporation. In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him/her by these Bylaws, the Board of Directors or the President. He/she shall present to the membership at the Annual Meeting the financials position of the prior fiscal year and provide an update on the projections for the current fiscal year. The Treasurer shall supervise the work of the Executive Director in the collection and disbursement of funds and rendering of accounts and statements concerning the finances and property of the Corporation. The Treasurer will serve as the chair of the Finance Committee.

Section 6.  Past President.  The Past President shall serve for a term of two years.  The President shall automatically become the Past President upon the expiration following his or her term as President.  He/she is expected to attend all business meetings of the members, and all meetings of the Board of Directors. The Past President shall chair the Nominating Committee and perform other duties and have such powers as the Board of Directors or the President may from time to time prescribe. 

 

Section 7. Any officer of the Corporation, elected or appointed, may be removed by a two-thirds vote of the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served by such removal. Removal of an officer will be without prejudice to the contract rights, if any, of the person so removed. Election of an officer does not itself create contract rights.

 

ARTICLE VI

Committees

 

Section 1. Committees. There are five standing committees of The Toxicology Forum.  These committees are Scientific Meetings, Nominating, Membership, Finance and Awards.  Each committee shall have the functions, membership, and duration specified below.  All transactions of all committees shall be reported in full at the regularly scheduled meeting of the Board of Directors.

Section 2Scientific Meeting Committee. The President with input and approval of the Board of Directors shall assemble a Scientific Meeting Committee. This committee will oversee the strategic development and execution of all the scientific meetings for the corporation. The Scientific Meeting Committee will bring to the Board strategic proposals for technical meetings including programs, estimated costs and expected revenue.

The Scientific Meeting Committee will assemble Program Committees to organize, plan and execute the scientific content of specific meetings and will assist the Program Committees with logistics and guidance. Members of meeting specific Program Committees will be forwarded to the Board for approval.

 

Section 3. Nominating Committee. The Board of Directors shall appoint a Nominating Committee, which shall be comprised of three persons, one of whom shall be the Past President who will be the Chair and all of whom must be members of the Corporation. The Nominating Committee shall be appointed by the Board of Directors “prior to” the Annual Meeting of members to serve from the close of the Annual Meeting of members until the close of the next Annual Meeting of members. The Nominating Committee shall perform such other duties and have such other powers as the Board of Directors may from time-to-time prescribe.

Section 4. Membership Committee.   The Membership Committee will be chaired by the Vice President of the Corporation.  At least two additional Toxicology Forum members of the membership committee will be appointed by the President to one-year terms after consultation with the Board of Directors. The Membership Committee will be responsible for recommending criteria for membership and Sponsorship to the Board of Directors.  The Membership Committee is responsible for the review of applications for membership and sponsorship.  The Membership committee will make recommendation on the applications to the Board of Directors. The Membership committee will also be responsible for developing strategies and approaches to retain members and solicit new members to The Toxicology Forum. The Membership committee will meet at least twice a year. 

Section 5.  Finance Committee.   The Finance Committee, chaired by the Treasurer, will consist of at least two additional members of The Toxicology Forum appointed by the President after consultation with the Board of Directors to terms of two years. The Finance committee is responsible for reviewing and providing guidance on Toxicology Forum financial matters. The Finance Committee reviews all financial statements and reports on financial activity.  The Committee regularly reviews the organization's revenues and expenditures, balance sheet, investments and other matters related to its continued solvency, ensure that organizational funds are spent appropriately, recommends external audits of the Corporations finances to the Board of Directors and approves the annual budget that the Treasurer submits it to the full Board for approval.  The Treasurer, as Chair of the Finance Committee reports the findings of the committee to the Board and the membership at scheduled meetings.

Section 6.  Awards Committee.  An Awards Committee consisting of a minimum of three members of The Toxicology Forum will be appointed by the President with prior input by the Board of Directors to two year terms.  One of the members will be appointed the chair of the Committee.  The Awards Committee will review and select, from the nominations solicited by The Toxicology Forum, awardees for the several awards offered by The Toxicology Forum.

 

Section 7. Other Committees. The Board of Directors shall have the power to appoint such other committees as it from time to time may deem necessary or desirable.

 

ARTICLE VII

Finances

 

Section 1. Fiscal Year. The fiscal year of the Corporation shall be January 1- December 31.

 

Section 2. Budget. Each year the Board of Directors shall adopt a budget of the Corporation by December 1 for the following fiscal year. The Treasurer, in consultation with the Finance Committee and the Executive Director, will provide the budget to the Board of Directors.

 

Section 3. Audit. The financial books and records shall be audited on a schedule recommended to the Board of Directors by the Finance Committee or when requested by a simple majority of the Board of Directors.  The audit shall be conducted by a Certified Public Accountant designated by the Board of Directors.

 

Section 4. Financial Statement. The Corporation shall issue an annual statement of its finances as of the close of the fiscal year. This statement shall be open at all times to the inspection of any member of the Corporation.

 


ARTICLE VIII

Amendments

Bylaws amendments may be proposed by any member of the Board of Directors or by petition signed by ten (10) members of the Corporation. Such amendment shall be acted upon at the next regular meeting of the Board of Directors and if approved by a three-fourths vote of the Board of Directors shall be promptly presented for approval by mail or electronic ballot of all members of the Corporation. If approved by the majority vote of the members voting by ballot, the amendment will be deemed adopted, with immediate effect. If not so approved, the amendment shall be deemed defeated.

 

 

ARTICLE IX

Dissolution

The Corporation may be merged, consolidated or dissolved in the manner provided by statute but, notwithstanding any such statute, any plan of merger, consolidation or dissolution shall be favorably recommended by a three-fourths vote of the Board of Directors, shall be discussed at the next succeeding annual business meeting, and shall thereafter be approved by two-thirds of the members voting by ballot. In the case of a plan of dissolution, such plan need not designate with particularity the transferees of funds and other assets of the Corporation. Such transferees must, however, be approved by a three-fourths vote of the Board of Directors. Provisions for dissolution or final liquidation must be in accordance with the Articles of Incorporation.

 

 

ARTICLE X

Indemnification and Insurance

Section 1. Indemnification. To the extent permitted by law, the Corporation may, upon action of the Board of Directors, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason or service as a director, officer, employee or agent of the Corporation, or service at the request of the Corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, for all expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement, actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation.

 

Section 2. Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such. Evidence of such insurance shall be provided to persons mentioned above upon their request.

 

 

ARTICLE XI

Limitation of Liabilities

Section 1. Liability. Nothing herein shall constitute members of the Corporation as partners for any purpose. No member, director, officer, agent or employee of this Corporation shall be liable for the acts or failure to act on the part of any other member, officer, director, agent or employee of the Corporation. Nor shall any member, officer, director, agent or employee be liable for his/her acts or failure to act under these bylaws, except to the extent provided under the Code of the District of Columbia, as amended from time to time.