Constitution And By-laws

THE CONSTITUTION

Article I - Name

The Society shall be named the INTERNATIONAL ENDOTOXIN & INNATE IMMUNITY SOCIETY

Article II - Object and Purpose

The object of this Society is to promote the association of scientists with interests in bacterial endotoxins (including other microbial immunomodulators) and innate immunity, to stimulate presentation, scientific exchange and discussion of all aspects of endotoxin (including other microbial immunomodulators) and innate immunity, to foster research in this field and to encourage the assimilation and dissemination of knowledge acquired from such research.

The purpose of the Society is to engage exclusively in scientific and educational activities related to bacterial endotoxins (including other microbial immunomodulators) and innate immunity, including for such purposes the making of distributions only to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of the United States of America (or the corresponding provisions of any revenue law of any other country).

Article III - Membership

Section 1. Active Members
Candidates for active membership shall be selected on the basis of a commitment to the Object and Purpose of the Society and a demonstrated interest in research in bacterial endotoxins (including other microbial immunomodulators) and innate immunity. It is anticipated that candidates for Active Membership will have an appropriate doctorate degree or equivalent experience, as judged by the Membership Committee. Recent publications in peer-reviewed journals will normally constitute evidence of interest in research in bacterial endotoxins (including other microbial immunomodulators) and innate immunity. There will be no restriction on membership because of place of birth, residence, sex, race, or creed.

Section 2. Emeritus Members
A member in good standing for five years or longer who has attained the age of sixty-five may apply to the Secretary for Emeritus Membership status. Members who wish Emeritus status because of prolonged disability may also apply. Approval of Emeritus Membership status shall be by majority vote of the Governing Council Emeritus Members shall retain all privileges of active members but shall be exempt from Society dues and meeting registration fees.

Section 3. Honorary Life Members
Each year, one individual may be designated as an Honorary Life Member of the Society as a tribute to his or her contributions to the knowledge and understanding of bacterial endotoxins (including other microbial immunomodulators) and innate immunity. Two individuals to be considered for this honor shall be identified biennially by the Governing Council who will designate the year for which the award will apply. Election to Honorary Life Member will be by two-thirds majority vote of the membership attending the biennial business meeting. Honorary Life Members will retain all rights and privileges of active members but shall be exempt from Society dues and meeting registration fees.

Section 4. Corporate Members
An association, corporation or institution desiring to support the Society may be invited by the President with the approval of the governing Council to become a Corporate Member.

Section 5. Supporting Members
Members of the Society who wish to provide a financial commitment greater than the annual assessment of dues in support of the general activities of the Society shall be designated as Supporting Members. The level of commitment required to become a Supporting Member shall be determined biennially by the Governing Council.

Section 6. Associate Members
Individuals with insufficient research experience in the endotoxin (including other microbial immunomodulators) and innate immunity fields, but with interest in following up the developments in it, (such as administrators, managers, or the like) will be accepted as Associate Members, without voting rights. Full Society dues will apply to these members.

Section 7. Student Members
Candidates for student membership shall also be selected on the basis of a commitment to the Object and Purpose of the Society. The requirement for an appropriate doctoral degree or equivalent experience shall be waived. Election to Student Membership will have a reduced annual assessment of dues and will not be voting members of the Society.

Section 8. Obligations
All members in good standing are required to pay annual dues and assessments upon notification. Failure to fulfill annual dues assessments within three months following notification, without written application to the Secretary of the Society and approval by the Governing Council for postponement or waiver of this requirement, will be cause for automatic termination of membership. Subsequent renewal of membership within one year of termination may be attained by payment of past dues with a twenty-five percent penalty assessment. Subsequent to the one year period, renewal of membership will have to be in accordance with regular application procedure.

Section 9. Procedure for Application for Membership
Applications for membership in the Society may be forwarded to the Chair of the Membership Committee at any time. Nominations must be submitted and seconded by an active, emeritus or honorary life member in good standing in the Society. Each application should be accompanied by evidence of the candidate's qualifications as required by the Society, including a curriculum vitae, a list of relevant publications and letters of support from the two nominating members of the Society. Applications will be reviewed by the Membership Committee who may recommend membership in the Society. Permanent membership in the Society must be approved by majority vote of the Governing Council.

Section 10. Sections of the Society
With the objective of promoting equitable representation of all disciplines encompassed by the Society in the governance of the Society, it is desirable that the Membership be identified by scientific discipline. For this purpose, Sections of the Society representing major scientific areas of interest to the Society will be established. Each member upon election to the Society, will designate to the Secretary one Section as his or her primary affiliation in the Society. An active member may, at any time, request that his or her primary Section affiliation be changed by notification in writing to the Secretary. Such change shall become effective on the first day of January following the next biennial business and scientific meeting.

Article IV - Rights and Obligations

Section 1. Dues
Payment of annual dues will be required for participation as an active Member of the Society. Any member may petition the Society for waiver of dues assessment. Such petition must clearly state the reasons for the request and must be approved by a majority of the Governing Council. Waiver of dues assessment must be petitioned by the Member and approved by the Governing Council annually.

Section 2. Rights
An active member may participate in the business and scientific sessions of the Society, may submit or sponsor papers for the biennial meetings of the Society, may vote at Society business meetings and may be eligible for election or appointment to office in the Society.

Article V - Governance

Section 1. Requirements for Office
All individuals who will be candidates for elected office must be active members for a minimum of two years prior to being nominated for any office. Each candidate nominated for elected office should indicate in writing to the Chairman of the Nominations Committee his or her willingness to serve if elected to office in the Society.

Section 2. Governing Council
The Society shall be governed by a Council composed of four officers of the Society and the eight elected Councilors, the Editor-In-Chief of the Journal of Endotoxin Research, the Editor of the IES Newsletter, the Membership Committee Chairperson, the current Program Committee Chairperson, and the Chairperson of the biennial meeting’s local organizing committee, each of whom shall be entitled to one vote. The immediate Past President shall also serve on the Governing Council and shall each be entitled to one vote. The Council will serve to execute decisions of the membership which are required for the orderly conduct of Society business between the biennial scientific and business meetings. The interim decisions of the Governing Council are subject to review and approval at the biennial meeting of the membership. It shall be the duty of the Governing Council to review and approve arrangements for the biennial meetings of the Society, to consider for approval all recommendations submitted by official Committees of the Society and to receive and approve all nominations for membership from the Membership Committee. Decisions of the Governing Council will be by majority vote.

Section 3. Officers of the Society
The officers of the Society shall be a President, a President-elect who will serve as Vice President, a Secretary, and a Treasurer.

Section 4. Terms of Office
The President shall usually serve for one full term of two years duration. The President-elect shall be elected biennially and become President if for any reason the President is unable to function in the position or upon completion of the President's term of office. The Secretary and Treasurer shall also be elected biennially. The Secretary and Treasurer may serve for maximum of three successive terms.

Election shall be by written ballot of active members of the Society. The term of office of all officers of the Society shall begin immediately following the completion of the biennial business and scientific meeting of the Society and shall extend until the next business and scientific meeting of the Society.

Section 5. Councilors
Four new Councilors shall be elected biennially to serve for a term of four years. No more than three Councilors from any one Scientific Section of the Society shall serve on the Council at any one time. One of the four Councilors with a continuing term in office shall be designated by the President to serve as Senior Councilor for a two year term.

Section 6. Nominations for Office
The Nominations Committee shall identify not more than two members of the Society as candidates for each of the positions of President-elect, Treasurer and Secretary. The nominations for the position of President-elect shall be restricted to Members of the Society representing Scientific Sections other than that represented by the individual who will serve as President concurrently with the individual elected to the office of President-elect.

The Nominations Committee shall provide opportunity for representation of all Sections of the Society in nomination for Councilor. Eight candidates will be identified by the Committee for election of four Councilors. The Committee shall be governed in its selection of candidates only by the restrictions that the total number of Councilors with continuing term in office plus the number of candidates proposed from each Section of the Society shall equal three.

The Nomination Committee shall also identify not more than two individuals from each Scientific Section of the Society to be placed in nomination as members of  the Scientific Program Committee. It is the responsibility of the Chairman of the Nominations Committee to ascertain the willingness of a member of the Society to serve prior to placing the name of the that individual in nomination of office.

At least six months before the biennial meeting, the Nominations Committee shall transmit their nominations, over the signature of the majority of the Committee, to the Secretary for publication as an announcement. Other names may be added to the ballot upon petition of at least twenty active members of the Society to the Secretary not less than four months before the biennial meeting. The Secretary shall send to each member of the Society, at least three months prior to the biennial meeting, a ballot containing the list of all such nominees.

Section 7. Election
The active members of the Society shall vote on the nominations by mail ballot. To be valid, each ballot must be properly marked and received by the Secretary of the Society by a time and date which will be clearly indicated on the ballot and which shall be approximately two weeks prior to the start of the biennial meeting. The Secretary shall deliver all valid ballots at or before the annual meeting to the Chairman of the ad hoc Committee of Tellers, who will count the valid ballots. The ad hoc Committee of Tellers will consist of four members of the Society representing each of the Scientific Sections of the Society. These individuals will be appointed by the President who will also designate one of the appointees as Chairman. A plurality of votes shall be sufficient for election and the results (including the ballots) of the election shall be delivered to the Secretary over the signatures of the tellers. The results of the election will be announced at the biennial business meeting.

Section 8. Vacancies in office
The President-elect shall substitute for the President when necessary. If both the President and President-elect are absent, the senior Councilor shall temporarily assume the duties of President. If, for any reason the President is unable to continue to serve that office, the President-elect shall assume the position of President. If the President-elect is required to permanently assume the position of President within the first year of a two-year term, a special election will be held by mail to select a new President-elect who will then become President at the completion of the second year of this two year term. Not more than two individuals will be identified for this special election by the Nominations Committee who will communicate this information to the Secretary of the Society. The Secretary will then provide for an election by secret ballot in a timely fashion by established Constitutional procedures.

If the President-elect is required to assume the position of President in the second year of the two year term, the President-elect will retain the office of President for a full two year term following completion of this term of office.

Should a vacancy occur in the office of Secretary, Treasurer or Councilor, the Governing Council, by a majority vote, shall appoint an active member of the Society to serve in the vacant position until the next election of Officers of the Society.

Appointment of a Member of the Society to fulfill a vacancy of Councilor shall be restricted to Members from the same Scientific Section as that of the Councilor vacating that position. A Councilor may not be nominated to any office whose term would be in conflict with that of his Council position without resigning his or her office in sufficient time that the Nominations Committee can consider nominations to fill the vacancy so created and the membership elect a new Councilor at the time of the regular election. The term of office shall begin on July 1st following completion of the biennial business and scientific meeting.

Section 9. Professional Business Manager
The Governing Council is empowered to appoint and compensate a professional business manager if necessary to assist in carrying out the activities of the Society.

Article VI - Quorum

Any number of members present at the Biennial Meeting of the Society shall constitute a quorum. Twenty-five percent of the active members of the Society shall constitute a quorum of the Society for Special Meetings. A quorum of the Governing Council for the transaction of business of the Society shall be eight.

Article VII - Meetings

Section 1. Biennial Meetings
The Society shall hold a biennial international scientific and business meeting of the members at a time and place to be determined by the Governing Council. The biennial meeting will be financed in part by appropriations from the General Operating Fund of the Society. All monies collected from registration and exhibits shall be remitted to the Treasury.

Section 2. Special Meetings
Special meetings of member may be called by majority vote of the Governing Council. The members of the Society may also petition the Secretary to call a special meeting of the Society. The signatures of fifty active member of the Society indicating the purpose of the proposed Special Meeting. The petitioners shall also provide the Secretary with the temporal, geographical, and financial details of the Special Meeting to be transmitted to the members of the Society at least three months prior to the date of the proposed Special Meeting.

Section 3. Conduct of Business
Notice of each meeting of the members shall be mailed to each member not less than ninety days prior to the date of the meeting and the notice shall state the purpose for which the meeting is to be held. At all regular or special meetings of members, an the Governing Council, the order of business shall be as follows: reading of the minutes, reports of officers, reports of standing committees, reports of special committees, reports of election of officers, unfinished business, new business and adjournment.

Article VIII - Standing Committee

Section 1. Terms of office
All appointments of Standing Committees will be effective immediately following the completion of the biennial business and scientific meeting and shall extend until the next business and scientific meeting of the Society.

Section 2. Membership Committee
The Membership Committee shall be composed of four active members of the Society, each of whom shall serve for a period of four years. The appointed members of this Committee shall not concurrently hold any other elected or appointed office in the Society. The members of this Committee will be appointed by the President of the Society and the terms of appointment shall be such that two new members will be appointed biennially. The appointed members of this Committee will represent each of the Scientific Sections of the Society. The President shall appoint one of the continuing members of the Membership Committee and will be entitled to vote only on tie-breaking votes.

Section 3. Conduct of Business
Then Nominating Committee shall be composed of four appointed members representing each of the Scientific Sections of the Society. Members of this Committee will be appointed by the Governing Council and will serve for a period of four years. The appointed members of this Committee shall not concurrently hold any other elected or appointed office in the Society. The terms of appointment shall be such that two new members will be appointed biannually. The President shall appoint one of the continuing members of the Nominating Committee to serve as Chairman of the Committee. The President-elect will also serve as a voting member of this Committee.

Section 4. Scientific Program Committee
The Scientific Program Committee shall be composed of seven members. Four of the members of this Committee will be elected biennially, one from each of the Scientific Sections of the Society. The elected members of the Committee shall be selected from individuals nominated by the Nominating Committee and shall serve for a period of two years (one biennial meeting). Two of the members of this Committee will be the host Committee Chairs representing the forthcoming biennial meeting and the biennial meeting scheduled for the following two years. These latter two individuals will be appointed by the President with approval of the Governing Council. One member of the Committee shall be the immediate Past-President, of the Society. The Chair of the local host Committee shall be designated at the time of the Governing Council decision on site selection for the biennial meeting. The Chairman of the Scientific Program Committee will be appointed by the President with the approval of the Governing Council from among the four elected Committee Members. The Co-Chairman of the Scientific Program Committee will be the local host Committee Chair for the biennial meeting.

The Scientific Program Committee shall be responsible for the scientific quality of the biannual meeting. The Committee shall develop the program for the biennial meeting including topics and contributors for major sessions and the selection of preferred papers. It is the responsibility of the Scientific Program Committee to insure that publication of the Proceedings of the biennial meeting occurs in an appropriate scientific vehicle in a timely fashion following completion of the meeting.
The Scientific Program Committee is also responsible for establishment of the geographical site for a forthcoming international biennial meeting. In general, this site will be established well in advance at the actual time of the meeting. The Scientific Program Committee will, at the time of the biennial meeting, recommend to the Governing Council a general geographical area of the world (e.g. Asia, Western Europe, North America) for this meeting site two years in advance of the proposed meeting. At the following biennial meeting, the Scientific Program Committee will consider detailed proposals for specific sites for that biennial meeting and will make a recommendation to the Governing Council, who will make final decisions concerning the meeting site.

The functions of the Scientific Program Committee shall be financed in part by appropriations from the General Operating Fund of the Society, upon submission and approval by the Governing Council of an operating budget for the Committee. The Scientific Program Committee shall submit a final report for approval by the Governing Council containing a financial statement and a written summary of the programs following conclusion of the biennial meeting.

The Local Host Committee Chair designated by the President with approval of the Governing Council may appoint additional members to his or her Committee as required. The Committee shall be responsible for all local arrangements for the international biennial meeting including meeting rooms, projection equipment, registration, hotel accommodations and social activities for the meeting.

Article IX - Finances

Section 1. Fiscal Year
The official fiscal year of the Society shall be from July 1 through June 30.

Section 2. Audits
All statements of net assets and related statements of income expenditures and capital funds may be audited annually by an independentauditing firm. A financial statement of the assets of the Society shall be provided annually to each active member of the Society.

Section 3. Bonding
All persons having signatory powers for the funds of the Society shall be designated by majority vote of the Governing Council and shall be bonded.

Section 4. Divestiture
It is intended that the existence of the Society shall be perpetual. However, should the Society be terminated for any reason, the residual funds of the Society shall be assigned by the last elected President to one or more not-for-profit organizations engaged in activities similar to those of the International Endotoxin & Innate Immunity Society.

Article X - Publications

Section 1. Vote to Publish
The Society is empowered to publish or to enter into an agreement with others to publish such journals and other publications (abstracts, newsletters, etc.) including the proceedings of the biennial meeting as may be authorized by a two-thirds majority vote of the members who vote.

Section 2. Choosing an Editor-in-Chief for the Journal of Endotoxin Research
During the year before the discussions are to begin with the Publisher, which is a year before the current editor’s contract expires, the IES Secretary will publish to the IES membership a request for applications and nominations for the position. These will be collected by the Secretary and packets of information about the candidates and nominees will be submitted to the President, the President-elect, the Treasurer, and the Secretary of the Society. This sub-committee will pick up to five finalists. These will be submitted to the IES Council which will rank the candidates, either during a meeting or through mail ballots. The top candidate will be submitted to the publisher for approval as Editor. If the Publisher vetoes this choice, the name of the number two candidate will be submitted, and so forth, until an Editor is selected.

Article XI - Amendments

Section 1. Changes in the Constitution
A proposed change in the Constitution shall be submitted to the Governing Council via the Secretary and shall bear the signatures of at least twenty-five active members of the Society. Notification to the Members of any proposed change in the Constitution shall be considered at the business meetings of the Society and, to be effected, will require a two-thirds majority vote of the members attending the business meeting. The Governing Council may, at it's discretion, authorize a special ballot by mail to vote on a given proposed change in the Constitution.

Section 2. Changes in the By-laws
A proposed change in the bylaws may be submitted by any active member of the Society to the Governing Council for consideration at the next meeting of the Society. Changes in the by-laws will require a two-thirds majority vote of the members present at the meeting.

 

BY-LAWS

Article I - Dues

Section 1. Assessment of Dues
The dues of the Society shall be determined biennially by the Governing Council subject to the approval of a majority of the members presents at the business meeting.

Section 2. Student Dues
Assessment of dues for Student members of the Society shall be at twenty-five percent of the dues for active members.

Section 3. Corporate Dues
Assessment of dues for Corporate members of the Society shall be determined biennially by the Governing Council.

Article II - Functions of Officers

Section 1. President
The President shall be the Chief Executive of the Society, a voting member of the Governing Council and shall normally preside at scientific meetings, at all meetings of the members and at all meetings of the Governing Council.

Section 2. President-Elect
The President-Elect shall be a voting member of the Governing Council and shall preside at scientific sessions as designated by the President. He/She shall assume the duties of the President in the absence of the President.

Section 3. Secretary
The Secretary shall be a voting member of the Governing Council and shall keep all minutes and proceedings of the members and of the Governing Council. He/She shall also give notice of all meetings of members and of the Council.

Section 4. Treasurer
The Treasurer shall be a voting member of the Governing Council and shall have the responsibility for all funds, securities and valuable documents belonging to the Society and shall supervise the collection of and disbursement of funds of the Society in accordance with the dues assessment and budget approved by the Society. He/She shall certify that the budgets of the various officers and committees are properly itemized and receipted. He/She shall be responsible for the financial books of the Society and shall present to the Society an annual audited financial statement.

Article III - Membership

Section 1. Members of the Society
The members of the Society shall consist of active members, emeritus members, honorary life members, corporate members and student members.

Section 2. Officers of the Society
Participation as officers of the Society shall be restricted to active members of the Society.

Section 3. Scientific Sections
Each member of the Society shall affiliate with one of the Scientific Sections of the Society. The Scientific Sections of the Society are designated as A) Chemistry and Biochemistry; B) Microbiology; C) Immunology; and D) Physiology, Pathology and Clinical Sciences. The sole purpose of this affiliation is to promote equitable representation of the various disciplines within the Society in the government of the Society. Election of the Scientific Section by emeritus members, honorary life members, corporate members and student members shall be optional.

 

Revised November 17, 2004