Constitution and Bylaws

   

  

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 4.  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 from corporations, government agencies, and not-for-profits institutions.

 

Section 5.  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 6.  Termination/Resignation.  Membership in the Corporation shall terminate when a Member no longer conforms to the membership requirements for eligibility or any other obligations or duties of membership, or by voluntary withdrawal with written notice to the Board of Directors/Corporation prior to the dues year.  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 thirty (30) days, but no more than ninety (90) 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 of one third 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.

 

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 15 persons. Six members are the elected officers of the Corporation and serve for their terms of office. These are: President, Vice President, Secretary, Treasurer,  Program Chair - North America, and  Program Chair - Europe. The immediate past President shall serve on the Board of Directors for a two-year term. Eight 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. Every attempt will be made to balance the composition of the Board between Corporate, Associate, and Individual members. The Executive Director shall serve as an ex-officio member. Honorary members may not serve on the Board of Directors.

 

Section 3. Nominating Committee. The Nominating Committee shall nominate as many persons for election to the Board of Directors and to the Elected 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 report its nominations to the Board of Directors for approval, by May 1 of each calendar year. Any person so nominated shall have, prior to member voting, agreed to serve if elected and to attend, without expense to the Corporation, the meetings of the Board of Directors.

 

Section 4. Petitions. Ten (10) members may by petition nominate a member for election to the Board of Directors and twenty (20) members may so nominate a member for election as an officer. A petition must include (1) the name of the candidate, (2) the position, (3) name and contact information of all signees of the petition, (4) candidate biographical information. Any person so nominated shall have, prior to nomination, agreed to serve if elected and to attend, without expense to the Corporation, the meetings of the Board of Directors. Such petitions must be received by the Board of Directors within ten days (10) of publishing the approved list of candidates.

 

Section 5. Ballots. Ballots will be sent to voting members by June 1 of each calendar year and returned to the Executive Director by July 1 each calendar year. The election results will be announced at least 30 days prior to the start of their term, with the term to begin September 1 of the calendar year.

 

Section 6. 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.

 

Section 7. 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 8. Voting. Each Board of Directors member shall, at every meeting, be entitled to one vote which may be cast in person.

 

Section 9. 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 10. 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, Secretary, Treasurer,  Program Chair - North America, and  Program Chair - Europe. No person may occupy two offices simultaneously, nor shall the immediate past President be an officer of the Corporation.

 

Section 2. Executive Committee. There shall be an Executive Committee that shall have and exercise the authority of the Board of Directors in the management of the Corporation between meetings of the Board of Directors. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Program Chair - North America, and Program Chair - Europe. The President shall serve as the Chair of the Executive Committee and the Executive Director shall serve as an ex-officio member.

 

Section 3. 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 and Executive Committee. He/she is empowered to appoint committees, other than the Nominating Committee, which is appointed by a vote of the Board of Directors. He/she shall, ex officio, be a member of all such committees. 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. The Executive Committee will propose individuals to serve as the Acting President. 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 4. 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 Executive Committee and Board of Directors. The Vice President shall act a Chair of 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 5. 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 Executive Committee and 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 Association.

 

Section 6. 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 Executive Committee and 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.

 

Section 7. Program Chair – North America. The Program Chair – North America shall be elected for a term of two years which may be renewed for an additional term. He/she shall be responsible for the organization, planning, and implementation of the programs of the Corporation in North America and shall chair and be a member of the Program Planning Committee. The Program Chair – North America shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.  The Program Chair – North America, shall coordinate with the Executive Director on all program related matters, including the organization, planning, and implementation of programs of the Corporation. The Program Chair – North America shall serve as an ex officio member of the Europe Program Planning Committee.

 

Section 8. Program Chair – Europe. The Program Chair – Europe shall be elected for a term of two years which may be renewed for an additional term. He/she shall be responsible for the organization, planning, and implementation of the programs of the Corporation in Europe and shall chair and be a member of the Program Planning Committee. The Program Chair – Europe shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe. The Program Chair – Europe, shall coordinate with the Executive Director on all program related matters, including the organization, planning, and implementation of programs of the Corporation. The Program Chair – Europe shall serve as an ex officio member of the North America Program Planning Committee.

 

Section 9. 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. Committees not having and exercising the Authority of the Board of Directors in the management of the Corporation may be created from time to time by resolution adopted by a majority of the members of the Board of Directors present at a meeting at which a quorum is present. Each such committee shall have the functions, membership, and duration specified in the resolution creating such committee.

 

The Board of Directors may, by resolution passed by a majority, designate one or more committees, each committee shall have at least one member of the Board of Directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they 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 of disqualified member. Such committee or committees shall be comprised of such Directors as may be determined from time to time by resolution adopted by the Board of Directors. Any such committee, to the extent provided in the resolution of the Board of Directors and to the extent permitted under applicable statutory provisions, shall have and may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; provided, however, that no committee may take any extraordinary action without the express approval of the Board of Directors. All transactions of any Committee shall be reported in full at the regularly scheduled meeting of the Board of Directors.

 

Section 2. Program Planning Committees. The Program Chairs in conjunction with the Board of Directors shall assemble a Program Planning Committee for organizing the North America and Europe meetings, which shall be comprised of the Program Chair – North America or  Program Chair- Europe. Every Program Planning Committee will have a Vice Chair and such other members as may be desired by the Board of Directors. The Board of Directors may change the composition of the Program Planning Committees as it so desires. The Program Planning Committees shall organize, plan, and implement the programs of the Corporation and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

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 Vice 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” each 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. 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.

 

Section 3. Audit. The financial books and records of the Corporation shall be audited at least once every four years by a Certified Public Accountant to be designated by the Board of Directors. The financial books and records of the Corporation shall be reviewed at least once annually (in years without an audit) by a Certified Public Accountant to be 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 XIV

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 XV

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 Illinois Not-For-Profit Corporation Law, as amended from time to time.

 

Section 2. Compliance with Law. It has always been and is now the fixed and unalterable policy of the Corporation to comply at all times with all national, state and local statutes, ordinances, rules and regulations pertaining to the Corporation, including but not limited to antitrust laws. No member, director, or officer of the Corporation shall do, omit to do, or have the power to do any action the effect of which constitutes a violation by the Corporation of any antitrust law.