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BYLAWS OF ASSOCIATION OF MEDICAL AND GRADUATE DEPARTMENTS OF BIOCHEMISTRY

Amended March 19, 2014

I.  Mission Statement

The purpose of the society is to promote, advance and support the educational and scientific goals of the fields of biochemistry and molecular biology and closely-related fields, to provide a forum for communication among chairpersons or designees of departments of biochemistry and molecular biology, to facilitate biochemistry-related education and training of PhD and MD, to explore ways to support biochemistry and molecular biology research, and to encourage the dissemination of general knowledge in biochemistry and molecular biology.

II. Membership

Section1. There shall be two classes of membership in the Association: Regular Memberships and Emeritus Members.

(a) Regular Members shall be educational institutions which include medical and/or graduate departments of biochemistry (or where there is no such department, a division or section in a university having interests, functions, and purposes similar to medical and/or graduate departments of biochemistry) and which are either (1) organizations exempt from Federal income taxation under Section 115(a) of the Internal Revenue Code of 1954 or (2) organizations exempt from Federal income tax under Section 501(a) as organizations described in Section 501(c)(3) that also are not private foundations under Section 509(a)(1), (2), or (3) of said Code (or the corresponding provisions of any future United States Internal Revenue law). Membership of graduate
departments of biochemistry is restricted to departments, divisions, or sections that offer the doctoral degree in biochemistry and/or molecular biology.

(b) An Emeritus Member shall be a former Chair/Departmental Representative whose department was or is a member of AMGDB. Emeritus members are non-dues paying and non-voting.

Section 2. The Board may from time to time establish criteria for all classes of membership in addition to those set forth in the Articles of Incorporation and the Bylaws, and the Board shall establish procedures by which it will review and accept applications for membership.

Section 3. Each Regular Member of the Association shall be represented at its meeting by the Chair or other administrative head of each such member's Medical and/or Graduate Department (or division or section, as the case may be) of Biochemistry or the duly appointed designee. Each Emeritus Member that is an organization shall be represented by its Chair or other administrative head or the duly appointed designee.

III. Board of Directors

Section I. The Board shall be composed of the officers of the Association including the Past President, President, President-Elect, Secretary, Treasurer, Information Manager, the Chair of the Education Committee, and four (4) representatives of Regular Members. The representatives of Regular Members shall be elected at the annual meeting of members for staggered terms of three (3) years each so that one such representative shall be elected each year. Officers of the Association shall serve as directors only as long as they hold office.

Section 2. In the event of a vacancy among the elected representative on the Board, the remaining directors may designate by appointment a successor to serve until the next annual meeting of members at which time a successor shall be elected to complete the unexpired term. The Board is authorized in its own discretion to leave a vacancy unfilled until the next annual meeting of the members. A director who ceases to be Chair, other administrative head, or the duly appointed designee of the Medical and/or Graduate Department (or division or section) of Biochemistry of a Regular Member shall be disqualified from continued service on the Board.

Section 3. The Board shall have authority to transact all business of the Association and establish all policy of the Association except that specifically reserved to the membership by resolution duly adopted at a meeting of members. When transacting business of the Association, each member of the Board shall act on his or her own best judgment in the interest of the Association as a whole. Members of the Board shall not be held personally liable for the obligations of the Association.

IV. Officers

Section I. The officers of the Association shall be elected by the members at the annual meeting of members. The officers shall be a President, a President-Elect, a Secretary, a Treasurer and an Information Manager. Any two offices may be held by the same person except the offices of President and Secretary. The duties of the officers shall generally be such as customarily apply to such positions, subject to any specific definitions made in the Articles of Incorporation or Bylaws.

Section 2. The President shall preside at the meetings of the Association, at meetings of the Board, and at meetings of the Executive Committee. The President shall also represent the Association on all matters of official business and will be responsible for setting the program of the annual meeting.

Section 3. In the event of the absence or disability of the President in connection with any duly called meeting of the Association, the Board, or the Executive Committee, the President-Elect shall preside. The President-Elect shall succeed to the office of President upon the expiration of the President's term or whenever the office of President shall become vacant.

Section 4. The Secretary shall act as a secretary at the meetings of the members and meetings of the Board and in connection therewith shall keep the minutes of all meetings and be responsible for the proper distribution of all required notices. In particular, the secretary will provide a copy of all minutes to the Information Manager for archival purposes and website posting.

Section 5. The Treasurer shall be Association's chief financial officer and as such shall be responsible for the supervision of the financial affairs of the Association. The Treasurer shall also be responsible for the preparation of an operating budget for the Association, the financial procedures of the Association including an annual audit of its books and records, maintaining tax exempt status filings, and making recommendations to the board regarding investments.  The Treasurer will also be responsible to convey key financial records, for storage purposes, to the Information Manager on a yearly basis.

Section 6. The Information Manager shall be responsible for maintaining long-term storage of all society records, both financial and otherwise, and for conveying information among society members.  This will include overseeing the website and website updates.  The records will include financial records to be provided by the Treasurer on a yearly basis.

Section 7. All officers of the Association with the exception of the Secretary, Treasurer and Information Manager shall serve for a term of one (1) year or until their successors are qualified. The Secretary, Treasurer and Information Manager shall serve for a term of four (4) years with the last year of their term to be an overlapping term with the newly elected Treasurer, Secretary and Information Manager. All officers shall serve without compensation, fee, or other payment. Officers, however, shall be entitled to reimbursement for expenses incurred on behalf of the Association.

Section 8. The AMGDB shall establish a Council of Past Presidents (CPP). The CCP will consist of the immediate three past presidents who are no longer officers. These individuals must be acting chairs. If a past president is unwilling or unable to serve, the officers and Board will identify another presently-appointed/active chair as a replacement to serve a one year term. Past presidents will serve as an advisory panel to the Officers and Board and are eligible and expected to attend the board meetings, but are non-voting.

V. Committees

Section 1. There shall be an Executive Committee composed of the officers of the Association that shall have full power and authority to act for the Board between Board meetings, but the Executive Committee shall report any actions taken to the Board at its annual meeting immediately following such actions.

Section 2. There shall be a Nominating Committee composed of the Past President, President, and President-Elect that shall prepare a slate of candidates for all offices to be filled and for vacancies on the Board of Directors. Nominations for all offices and Board vacancies may also be made from the floor of the annual meeting.

Section 3. There shall be a Biochemistry Educational Committee composed of a Chair appointed to a three (3) year term and four (4) additional members appointed in staggered terms of four (4) years, one (1) member annually. Appointments will be made by the President upon recommendations by the Biochemistry Education Committee and the Board of Directors. The duties of the Biochemistry Education Committee are to appraise and report on the state of biochemical education in both medical and graduate programs; organize and present an education program at the annual meeting; and compile, evaluate, and disseminate information on computer based instructional material, educational developments, and teaching formats.

Section 4.  The Information Manager will convene, as needed, a Membership Committee that will be comprised of officers and members of the board.  The mission of this committee will be to discuss ways to maintain and increase membership, and to take action to do so.

Section 5. The Board may, at its discretion, from time to time create other standing committees or editorial boards to implement programs and policies it has approved. The President shall have the power and authority to appoint the Chair and members of such committees or editorial boards subject to approval by the Association Board. The President shall also have the power and authority to create ad hoc committees from time to time for special functions or purposes.

VI. Meetings

Section 1. The representatives of the members of the Association shall meet at least once each year at a time and place to be determined by the Board of Directors, and the members may meet more often upon call by the Board or if requested in writing by ten (10) percent or more of the representatives of Regular Members. Sixty (60) days notice of all regular meetings and the annual meeting shall be given in writing. Thirty (30) days written notice shall be given for all special meetings of the members. Twenty (20) percent of the representatives of Regular Members shall constitute a quorum at any duly authorized meeting. Each representative of Regular Members shall have one vote.

Section 2. The Board shall meet at least once each year immediately prior to the annual meeting of members.

Section 3. Other meetings of the Board and meetings of the committees may be held at any time on call of the President or the Chair of a committee, or at the request of one-third (1/3) of the Board or committee members. A quorum in any of these meetings shall be a majority of the representatives.

Section 4. Notice of the meetings of the Board shall be made to its members in writing at least two (2) weeks in advance, stating the time, place, and purpose. Such notices may be waived by members of the Board in writing either before or after any meeting.

Section 5. (a) At all meetings of the representatives and of the Board, the act of the majority of the representatives of Regular Members or directors present and voting shall be the act of the Association or of the Board unless the concurrence of a greater proportion is required by the Articles of Incorporation or Bylaws.

(b) No proposal can be brought to a vote at an annual or special meeting of the members unless it has been approved by the Board, or unless it has been endorsed by five (5) representatives of Regular Members in good standing. The Secretary may include the substance of any such proposal in the written notice of said meeting, or the Secretary may submit separately such proposals in writing to the representatives or Regular Members.

(c) Any proposal that may otherwise be considered by the members or the Board may be submitted to the representatives of the members or the Board, as the case may be, by mail, and in such event, the validated vote of the majority of the representatives of Regular Members or of the Board responding thereto shall be the act of the members of the Board. The Board shall set the closing date for receiving validated ballots, but in no case shall the date be less than thirty (30) days from the date of mailing the ballots.

(d) The Chair or other administrative head representing a Regular Member may appoint a proxy to vote at any meeting of members with respect to any matter about which notice has been given prior to such meeting by filing with the Secretary of the Association a written certificate of the appointment of such proxy prior to said meeting.
Section 6. Robert's Rules of Order, latest edition, shall govern all meetings

VII. General Provisions

Section 1. The Association's fiscal year shall end December 31.

Section 2. No action of the Association is to be construed as committing any member to the Association's position on any issue.

Section 3. The seal of the corporation shall be circular in form and there shall be inscribed thereon the name of the Association and the year of its organization. The Board may alter and change said seal at its pleasure. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise copied.

Section 4. The principal office of the Association shall be located in the District of Columbia. The Association may establish and maintain other offices in the District of Columbia or in any of the States, territories, or possessions of the United States in such place as may from time to time be approved by the Board.

Section 5. The annual dues for each class of membership shall be determined by the Board of Directors.

Section 6.  Upon the dissolution or other termination of the society, no part of the property of the society nor any of the proceeds thereof shall be distributed to, or inure to the benefit of any of the members, but all such property and proceeds shall, subject to the discharge of valid obligations of the corporation and to applicable provisions of law, be distributed to such organization or organizations qualified under Section 501(c) 3 of the Internal Revenue Code, or its successor provision, for the benefit of the enhancement of medical and scientific education and research, as the officers and board of directors shall direct, excluding private foundations.

Section 7. The Information manager will be responsible for maintaining all society records for use by the treasurer, secretary and board members and officers, and when needed for tax purposes and otherwise.  They will include but not be limited to tax records, treasurers records, society correspondence, membership database information, bank account records, etc.

VIII. Amendment

Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of the Board at any regular or special meeting of the Board provided notice of the proposed amendment shall have been posted to the board for consideration prior to said meeting. The Board shall report any amendments so-adopted to the society membership at the first meeting after adoption by the Board.

AMGDB Office: 305) 661-5581

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