INTERNATIONAL ZEBRAFISH SOCIETY, INC.
The name of this Corporation shall be the International Zebrafish Society, Inc. and shall be referred to in this document as the Society or the Corporation. The Society is incorporated as a Wisconsin nonstock corporation, which is recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
International Zebrafish Society, Inc. is created and shall be operated exclusively to represent and promote zebrafish scientific research worldwide, and facilitate the exchange of scientific information and resources within the international zebrafish community, and at all times shall operate consistent with the requirements of 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”).
The objectives of the Society include the following:
- To advocate for zebrafish research and represent the interests of the zebrafish community.
- To promote greater international cohesion and cooperation in zebrafish research.
- To ensure a successful biennial International Conference on Zebrafish Development and Genetics, and biennial Strategic Conference of Zebrafish Investigators. The Board selects the venue and appoints the Scientific Organizers; the President signs the protocol of agreement with the organization administrating the meeting.
- To administer the meeting fund of the zebrafish research community.
- To assist in coordinating and supporting regional meetings and activities.
- To coordinate with regional or specialized societies of zebrafish research.
- To act as a liaison between the international zebrafish research community and other scientific societies.
- To promote zebrafish research in efforts to better human health.
- To promote the international exchange of zebrafish strains and resources to maximize research efforts internationally.
- To promote zebrafish investigators for awards and prizes.
- To administer the Chi-Bin Chien Memorial Award and fund.
- To promote educational initiatives, programs, or forums.
- To promote the generation, maintenance, and advancement of resources valuable to the zebrafish community, including international and regional zebrafish stock centers, the Zebrafish Information network ZFIN, and other centers or resources.
MEMBERSHIP AND DUES
3.1. Members. The Corporation has four levels of membership: “Regular Members,” “Student Members,” “Postdoctoral Members” and “Corporate Members.” The membership of the Corporation shall be composed of those individuals who meet the qualifications of 3.2, agree to support the purposes of the Society, and meet other criteria that the Board may designate from time to time (the “Members”).
- Regular Member
Membership is open to all individuals with an interest in zebrafish research or the use of zebrafish in education. Regular members pay full membership dues, are eligible to vote, can be elected to office, and receive discounted fees to attend the International Zebrafish Society conferences.
- Student Member
Membership is open to all students in good academic standing at a degree-granting institution with an interest in zebrafish. Student members receive reduced membership dues, are eligible to vote, receive discounted fees to attend the International Zebrafish Society conferences but cannot be elected to office.
- Postdoctoral Member
Membership is open to all postdoctoral researchers in good standing at their institution with an interest in zebrafish. Postdoctoral members receive reduced membership dues, are eligible to vote, receive discounted fees to attend the International Zebrafish Society conferences but cannot be elected to office.
- Corporate Member
Membership is open to all individuals working in an industry with an interest in zebrafish research or the use of zebrafish in education. Corporate members pay corporate membership dues, are eligible to vote, receive discounted fees to attend the International Zebrafish Society conferences but cannot be elected to office.
Any individual who has an interest in zebrafish research or the use of zebrafish in education is eligible to be a Member. An eligible individual may become a Member by completing the membership application and paying dues, consistent with these Bylaws. The Board shall have the power to designate additional requirements for membership from time to time.
3.3. Dues Assessment
- Dues for Members shall be determined annually by the Board. Additional dues may be assessed by the Board to cover additional costs related to specific activities that are undertaken by the Society throughout the year.
- Members will receive discounted registration fees for Society sponsored meetings, as set by the Board and the meeting organizers.
- Reduced membership fees are available in all categories for members located in countries where the membership cost is prohibitive, as determined by the Board of Directors.
- Dues are payable upon receipt of the dues statement.
- Dues are not pro-rated.
3.4. Rights of Members
Each Member is entitled to one vote. A Member’s right to vote and to hold a position on the Board shall cease upon lapse of membership for failure to pay dues within two (2) months of the membership expiration date or by resignation, expulsion or suspension pursuant to § 181.0620, Wis. Stats. Only Regular Members can be elected to office as a Director.
MEETINGS OF MEMBERS
4.1 Annual Meeting of Members.
The Corporation shall hold an Annual Meeting of Members at the biennial International Conference on Zebrafish Development and Genetics meeting and at another conference sponsored by the Society or the European Zebrafish Meeting, a time and place to be fixed by the President. The agenda for the Annual Meeting of Members shall include but not be limited to a report on the activities of the Society and, when appropriate, the results of elections of the officer Directors and Regional Representative Directors pursuant to § 5.5.
4.2 Special Meetings. Special meetings of Members may be held at the call or the request of the President, a majority of the Board, or the request of at least a majority of the Members. Notice of the time and place shall be given in sufficient time for the convenient assembly of the Members.
4.3 Attendance and Voting
Attendance at the Annual Meetings of Members and any Special Meeting of Members is open to all Members. Each Member has one vote on any matter submitted to the Members. Voting will be conducted electronically or from time to time by other means as determined by the Board. All matters submitted to the Members are determined by a majority vote of those voting.
4.4 Action by Written Ballot.
- Any action that may be taken at an Annual, regular or Special Meeting of Members may be taken without a meeting if the Society delivers a written ballot to every member entitled to vote on the matter. “Written ballot” includes a ballot transmitted or received by electronic means. A written ballot shall set forth each proposed action and provide opportunity to vote for or against each proposed action.
- Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
- A solicitation for votes by written ballot shall include all of the following: (i) the number of responses needed to meet the quorum requirements; (ii) the percentage of approvals necessary to approve each matter other than election of directors; and (iii) the time by which a ballot must be received by the corporation in order to be counted.
4.5 Quorum. Except as otherwise provided in these Bylaws, voting by twenty-five (25%) percent of the total Membership constitutes a quorum for any matter submitted to the Membership for a vote.
Members may not vote by proxy.
4.7 Conduct of Meetings
The President shall preside over all meetings of the Members. The Secretary shall keep the minutes of the meeting and record in an electronic minute book all resolutions adopted at the meeting as well as recording all transactions occurring at the meeting.
4.8 Action without a Meeting
In accordance with §181.0704, Wis. Stats., any action required or permitted to be approved by the Members, may be taken without a meeting if a consent in writing setting forth the action to be taken, shall be signed by Members holding at least two-thirds (2/3) of the voting power of the Corporation. Any such consent signed by two-thirds (2/3) of the members has the same effect as a two-thirds (2/3) vote and may be stated as such in any document filed with the Department of Financial Institutions. For purposes of this section, pursuant to § 181.0821(1r) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means and “signed” includes manual signatures as well as electronic processes associated with a writing and executed or adopted by a person with intent to authenticate a writing, such as an affirmative reply in an email, as defined in §181.0103 (10p) of the Wisconsin Statutes, as amended from time to time.
4.9 Notice of Meetings.
- Notice shall be provided to each Member regarding each Annual and each special meeting, stating the time and place of the meeting, and in the case of a special meeting, the purposes of the special meeting.
- Notice of a member meeting shall be given not fewer than ten (10) days, and not more than forty-five (45) days, before the date scheduled for the meeting referred to in the notice. Notice may be given by E-mail.
- Whenever any notice is required to be given under the provisions of Wisconsin nonstock corporation law or under the provisions of the Articles of Incorporation or the Bylaws of this Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
BOARD OF DIRECTORS
5.1 General Powers
The management, control and operation of the affairs and properties of this Society are vested in the Board of Directors (“Board”) of the Society. The Board is responsible for planning, coordinating, communicating and managing all Society activities.
5.2 Number of and Criteria for Directors
The Board will consist of up to twenty (20) persons (a “Director” or, collectively, the “Directors”). The voting members of the Board of Directors shall be composed of five (5) officers, described in Article VI, and up to fifteen (15) Regional Representatives, described in Section 5.3. Only Regular Members in good standing are eligible to become Directors. The Board should represent the broad research disciplines of the zebrafish field. Other qualifications for Directors and criteria for the selection process may be established from time to time by the Board.
5.3 Regional Representatives.
(a) The “Regional Representatives” represent the international zebrafish community and reflect the approximate distribution of zebrafish principal investigators regionally, as determined in ZFIN. The initial distribution is as follows:
Asia and Pacific (2);
Europe and Mediterranean countries (4);
Mexico, Central and South America, Caribbean, and Africa (1); and
United States and Canada (6).
The number of representatives for a particular region shall be approximately proportional to the zebrafish community of the region. Nevertheless, each region shall have at least one representative and no one region shall comprise a majority of the total Regional Representatives; that is, no one region shall comprise more than nine (9) total Directors at any one time, or ten (10) should the Board increase to nineteen (19) or more directors. At least every five (5) years, the Board shall review the ZFIN distribution to ensure the proportions are current. Regional Representative Directors are elected by Members of their respective regions.
(b) The responsibilities of the Regional Representatives are to:
1. participate in the Board meetings and represent their region.
2. join and participate in at least one of the committees established by the Board.
3. participate in Annual Meetings and respective regional meetings.
4. represent the interests of the Society in their region and report to the Board on regional matters.
5. participate in establishing the general policies of the Society and in operating the Society.
Each Director shall serve a term of three (3) years and shall serve until his or her successor is elected and assumes his or her position. The terms shall be staggered such that approximately one-third (1/3) of the Directors’ terms expire each year. Officer Directors may be re-elected one time for a maximum of six (6) years of consecutive service. Regional Representative Directors may not be re-elected consecutively but they may be elected as an officer Director for a maximum of six (6) years of consecutive service. For all Directors, filling a portion of an unexpired term of a declared vacancy shall not count as a term for purpose of this limitation. Terms begin at the next regular Board meeting after the election.
5.5 Nominations and Election
Recommendations for Director nominees may be submitted to the Board by Members and, incumbent Directors, or any other interested persons, unless otherwise determined by the Board. Candidates for the election will be established by the Nominations Committee, chaired by the Past President. The slate of Director-nominees shall be presented to the Members and the Members shall elect the Directors from this slate of nominees or such other persons as it may wish to consider. Each Member shall vote for the number of officer Directors to be elected and shall vote for the number of Regional Representatives from his or her respective region to be elected. The nominees with the greatest number of votes are elected.
The Members may remove a Director at any time upon a two-thirds (2/3) vote of the Members. If Members approve removal of a Director, a replacement shall be named by the Members, based upon recommendations of the Board or nominations from the Members. When vacancies on the Board occur by reason of death, resignation, failure of qualification, or otherwise, a replacement Director shall be named by the Board until the next scheduled election or, if no replacement is named, the number of Directors shall be reduced by such vacancies until qualified replacements are appointed. At no time will the number of Directors be fewer than three (3).
5.7 Annual Meeting
The Society shall hold an Annual Meeting of Directors at the biennial International Conference on Zebrafish Development and Genetics meeting and at another Society-sponsored conference or the European Zebrafish Meeting, a time and place to be fixed by the President. The agenda for the Annual Meeting of Directors shall include but not be limited to establishing the budget and priorities for the year..
5.8 Regular and Special Meetings
(a) Regular meetings of the Board shall be held at such times and at such place as the President may designate. The President may call for meetings that correspond with the biennial Strategic Conference of Zebrafish Investigators or the European Zebrafish Principal Investigators Meeting, or additional meetings via video conference or at other venues. All Directors should attend the Board meetings. Expenses to attend the Board meetings will be incurred by the Directors themselves and will not be reimbursed by the Society. Directors located in countries where such costs are prohibitive to their attendance may receive some reimbursement, as determined by the Board.
(b) Special meetings of the Board may be called by the President, or by at least a majority of Directors of the Society at such time and place as the Directors calling the meeting may specify and in accordance with the notice requirements of this Article 5.
5.9 Non-voting Ex officio Members. Non-voting ex officio Members may be invited to attend Board meetings at the discretion of the Board. Such non-voting ex officio Members may include directors of international zebrafish stock centers, the Director of ZFIN, and Presidents of regional or specialized zebrafish societies, as well as past Officers of the Society for one year following the end of their term to provide continuity to the Board.
A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present, those Directors present may adjourn the meeting without further notice.
5.11 Manner of Acting
The act of the majority of the Directors present at a meeting at which a quorum is present, shall be the act of the Board except where otherwise provided by law or by these Bylaws.
5.12 Action without a Meeting
In accordance with § 181.0821, Wis. Stats., any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action to be taken, shall be signed by two-thirds (2/3) of the Directors entitled to vote with respect to the subject matter thereof, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds (2/3) of the Directors has the same effect as a two-thirds (2/3) vote and may be stated as such in any document filed with the Department of Financial Institutions. For purposes of this section, pursuant to § 181.0821(1r) of the Wisconsin Statutes, “in writing” includes manual signatures as well as electronic processes associated with a writing and executed or adopted by a person with intent to authenticate a writing, such as an affirmative reply in an email, as defined in Section 181.0103(10p), Wis. Stats., as amended from time to time.
5.13 Meetings by Electronic Means of Communication
Members of the Board or any committee of the Board may conduct any regular or special meeting by use of any electronic means of communication provided, (1) all participating Directors may simultaneously hear or read each other’s communications during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. Before the commencement of any business at a meeting at which any Director does not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws.
Directors shall not be paid for their services as Directors or officers, provided however, Directors and officers may receive reimbursement of expenses related to serving as a Director or officer or for services rendered to the Corporation in another capacity.
Meetings must be preceded by at least seventy-two (72) hours notice to each Director by email.
5.16 Conflict of Interest
The Board shall abide by the Conflict of Interest Policy adopted by the Board.
The officers of the Society are a President, a President-Elect, a Past-President, a Secretary, and a Treasurer of the Society. Officers are also Directors.
The officers shall be elected by the Members, consistent with Article 5. All Members are eligible to vote for the officers.
6.3 Term of Office
Officers shall be elected for three (3) year terms. The President-Elect shall immediately succeed to the office of President and the President shall immediately succeed to the office of Past-President, to serve one-year terms in each position. Following completion of the three consecutive one-year terms (three years in total), the Past-President may not serve as President again for another three years. The officers shall serve until their successors are elected and assume their positions. A Director may be re-elected Secretary or Treasurer once to serve a maximum of six (6) consecutive years of service. Terms begin at the next regular Board meeting after the election.
The President will preside at all meetings of the Board and the membership meetings. The President will have the necessary authority and responsibility for the administration of the affairs of the Society subject only to such Bylaws as may be adopted and such orders as may be issued by the Board. The President will advise and make recommendations to the Board relating to the operation and long-range planning of the Society. The President will make committee appointments with Board approval, including the meeting organizers of the International Zebrafish Research Conference, and the Strategic Conference of Zebrafish Investigators, and any other Society-sponsored conferences. The President will act as a spokesperson for the Society. The President may sign with the Secretary or other proper officer of the Society authorized by the Board, any deeds, bonds, contracts or other instruments which the Board has authorized to be executed, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board. Following election, the President shall serve a one-year term as President-Elect, followed by a one-year term as President, followed by a one-year term as Past-President.
The President-Elect will have such duties as determined from time to time by the Board. The President-Elect will discharge the duties of the President in the event of his or her absence or inability to act, in order of rank. The President-Elect will assist the President in the performance of his or her duties as the President directs, including coordinating Board meetings and annual elections. The President-Elect will assist the President in implementing the decisions of the Board or membership and will chair the awards committee. At the end of the term, the President-Elect shall serve a one-year term as President, followed by a one-year term as Past-President.
The Past-President will have such duties as determined from time to time by the Board. The Past-President will provide advice to the President and chair the nominating committee for the election of new Directors. The Past-President serves a one-year term following his/her term as President.
The Secretary will sign documents of the Corporation from time to time as required; perform such duties as may be assigned by the President; will keep the minutes of the meetings of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; and be custodian of the Society records. The Secretary shall provide a copy of the minutes to each Board member following a Board meeting and to the general membership after the Annual Meeting of Members. The Secretary shall keep a record of past and current Officers, Board members, committee members, and the general membership.
The Treasurer will be responsible for the custody of the funds and securities of the Society which will come into the Treasurer's hands, and will advise the Board respecting its financial condition and the handling of its monies and investments and perform such additional duties as may be assigned to the Treasurer by the President. The Treasurer shall provide to the Secretary a list of Members who have paid annual dues at least 45 days in advance of the Annual Meeting of Members.
(a) If the President’s office becomes vacant, the Past-President shall assume the office of President for its unexpired term, and the Past-President’s office shall remain vacant, unless the Board chooses to appoint a replacement. If there is no Past President, the President-Elect shall assume the office of President, unless the Board determines otherwise.
(b) If the President-Elect’s office becomes vacant, that position shall remain vacant until the next election, unless the Board chooses to appoint a replacement. At the next election, Members shall vote for both President-Elect and President.
(c) If either the Secretary or Treasurer offices become vacant, the two offices shall be combined and the remaining officer shall assume the office of Secretary/Treasurer, unless the Board chooses to appoint a replacement.
The Society is authorized to employ an Executive Director, who shall serve at the pleasure of the Board at compensation prescribed by the Board. The Executive Director shall have authority, subject to such rules as may be prescribed by the Board and consistent with the Society’s personnel policies, to appoint and terminate such agents and employees of the Society as he or she shall deem necessary, to prescribe their powers, duties, and compensation, and to delegate authority to them. In general, the Executive Director shall have authority to execute and sign documents on behalf of the Society as an agent of the Society as set forth in Board policies. The Executive Director shall receive notice of and attend all meetings of the Board except during those parts of meetings when the subject is the Executive Director or any issue related to the Executive Director’s employment. The Executive Director may participate in all discussions but shall have no vote.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board may appoint such committees as it desires. If an Executive Committee is formed, it shall consist of the five (5) Officer Directors. The Executive Committee shall have and may exercise, when the Board is not in session and without specific designation, all of the powers of the Board in the management of the affairs of Society, except action with respect to election of officers or the filling of vacancies on the Board or on committees.
Any other committee shall include at least one Director and as many non-Director Members as the Board desires. Any committee that does not consist entirely of Directors shall have only the authority delegated to it by the Board. Such committees shall be representative of the international membership of the Society.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
The Board may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
9.2 Checks, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, will be signed by such officer or officers, agent or agents of the Society and in such manner as is from time to time to be determined by resolution of the Board. In the absence of such determination by the Board, such instruments will be signed by the Treasurer and countersigned by the President of the Society.
All funds of the Society will be deposited from time to time to the credit of the Society in such banks, trust companies or other depositaries as the Board may elect.
The Board may accept on behalf of the Society any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Society.
9.5 Books and Accounts
The Society will keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board and its committees. In addition, the Society will cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.
The Society shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify each Director and officer of the Society against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he or she was a party because he or she was a Director or officer of the Society. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The Corporation shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify any employee who is not a Director or officer of the Corporation, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Corporation. The Corporation may, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify, reimburse, or advance expenses of Directors, officers, or employees.
FISCAL YEAR AND TERM YEAR
The fiscal year of the Corporation is the calendar year. The terms of the officers and Directors shall be the next regular Board meeting after election, unless otherwise determined by the Board.
The Corporation shall have and continuously maintain in this state, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Wisconsin as the Board may from time to time determine.
13.1 By Directors. The Board may recommend amendments to these Bylaws for Member action, upon the vote of two-thirds (2/3) of the Directors then in office, provided that a statement of the nature of the proposed amendment is included in the notice of such meeting.
13.2 By Members. Upon recommendation by the Board, these Bylaws may be amended or repealed and new Bylaws may be adopted upon the vote of a majority of the Members, provided that, if the vote is to take place at a meeting rather than by written ballot, notice of the meeting is given stating the proposed amendment, repeal or new Bylaws to be considered.
14.1 By Directors
The Board may recommend dissolution, merger or any other form of corporate restructuring upon the vote of two-thirds (2/3) of the Directors then in office, provided that a statement of the proposed dissolution or restructuring is included in the notice of such meeting.
14.2 By Members
Upon recommendation by the Board, this Corporation shall be dissolved or subject to merger or any other form of corporate restructuring upon the vote of a majority of the Members, provided that, if the vote is to take place at a meeting rather than by written ballot, notice of the meeting is given stating the proposed dissolution or restructuring to be considered.
14.3 Upon dissolution
The assets shall be distributed consistent with the Corporation’s Articles of Incorporation.