Bylaws of the Carolinas Biological Safety Association

Section 1.0 Board of Trustees. The activities of the Carolinas Biological Safety Association (“Association”) shall be managed by the Board of Trustees (“Board”), which shall consist of a minimum of four trustees: president, president-elect, past-president secretary and treasurer.

Section 1.1 Duties of Board. The Board shall be the representative body of the Association and, as such shall have, hold and control all funds and activities of the Association in accordance with the by-laws governing these matters. The Board has the responsibility to furnish appropriate guidance in all the Association matters and will act on behalf of the full members. It is the responsibility of the Board to review that financial status of the Association annually to insure appropriate handling of all funds. The Board also has the responsibility for final acceptance of new members and designated alternate to Board.

Section 1.2 Alternates and Vacancies. In the event of a vacancy of a seat on the Board due to a resignation of a trustee or if the current trustee cannot finish the terms of his/her office, the designated alternate shall be appointed to the Board. In the event of a vacancy of an elected officer, the Board may make an appointment to the vacated office until the position is filled by regular elective ballot or by a special election.

Section 1.3 Removal of Trustees. A request to remove a trustee may be initiated by any full member of the Association. The request must clearly describe the reason(s) for the removal and must be signed by three full members of the Association. The completed request must be presented to the president, unless the president was the subject of the request, at which point, the request must be presented to the past-president. The president (or past-president) will present the request to a secret ballot of all full members within thirty (30) days of receipt. Two- thirds of the full members will have to vote in favor of the request for the removal to occur.

Section 2.0 Membership. The Association membership will be drawn mainly from the Carolinas region (North Carolina and South Carolina) and shall have the following membership categories:

Section 2.1 Full Member. Any individual with an interest in biological safety shall be eligible for membership in Association.  Each full member shall be eligible to vote.

Section 2.2 Corporate Sponsor. Any company or organization with an interest in biological safety shall be eligible for membership in Association as a corporate sponsor. Each corporate sponsor may designate up to three (3) individuals as full members in the Association.

Section 2.3 Students. A matriculated student with an interest in biological safety or other related fields shall be eligible for membership in the Association as a student member. Student members shall not have a right to vote nor the right to hold elected office. Student members may serve on Association committees.

Section 2.3 Benefactor.

Section 3.0 Elections.  Trustees must be nominated by at least one (1) full member of the Association and shall be elected by closed ballot vote of the membership (with a plurality of those voting) for a term of two (2) years. No trustee shall be eligible to hold the same office for two (2) consecutive terms. Elections are held in odd-numbered years.  Elections will be held prior to the first meeting of the year and the results announced at that meeting. The new officers take over at the first meeting of even-numbered years.

Section 4.0 Meetings. Meetings of the Association shall be conducted quarterly with a full American Biological Safety Association meeting serving as either the third or fourth meeting per year. Meetings can include the following: general membership meetings, Board meetings, Biological Safety Symposium, and the annual business meeting.

Section 4.1 General Leadership Meetings. At least three (3) general membership meeting shall be held for the transaction of Association business and for the exchange of information.

Section 4.2 Board Meetings. The Board shall hold at least two (2) regular meetings each year; the meeting shall be presided over by the president.

Section 4.3 Special Meeting of the Members and Board. The president or any two (2) of the trustees can call special meetings of the members or the Board for any purpose or purposes at any time. Such meetings of the members shall require notification to the membership in writing via regular mail or e-mail and include the time and place of the meeting.

Section 4.4 Meeting by Telephone. The Board or a committee of the Board may participate in the meeting of the Board or such committee, by means of a telephone conference call or any other means by which all persons participating in meetings are able to hear each other.

Section 5.0 Quorum. A quarter of the full members shall constitute a quorum thereof for the transaction of business at general membership or annual business meeting. The act of the majority of the members at a meeting at which a quorum is present shall be the act thereof. Three (3) voting trustees shall constitute a quorum of the Board of for the transaction of business at a Board meeting. A majority but not less than three (3) trustees must be present.

Section 6.0 Committees of the Board. The Board, by resolution approved by majority of the entire Board, made appoint from among the membership one (1) or more committees of one or more members which may include persons who were not trustees, provided that at least one member of each committee shall be a trustee.

All committee recommendations must be submitted to the Board prior to the membership meeting for review and approval.

No committee shall:

(a) Make alter or repeal any bylaws of the Association;

(b) Elect or appoint any officer or trustee, or remove any officer or trustee;

(c) Amend or repeal any resolution previously adopted by the Board.

The Board, resolution adopted by a majority of the entire Board may

(a) Fill any vacancy in any committee;

(b) Abolish any committee;

(c) Remove any committee members at any time, with or without cause.

        Actions taken at a meeting of any such committee shall be kept in record of the proceedings that shall be reported to the Board and its next meeting, following such committee meeting except that when the meeting of the Board is held within two (2) days after the committee meeting such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committing meeting.

Section 7.0 Compensation. Neither members, trustees, nor officers, shall receive any fee, salary, or remuneration of any kind for their services in such capacities, provided, however, that the trustees and officers may be reimbursed for reasonable expenses incurred with the approval of the Board upon presentation of vouchers.

Section 8.0 Officers. Officers of the Association shall include: president, president-elect, secretary, and treasurer. The officers shall be full members in good standing of the Association. The duties and authority of the officers shall be determined from time to time by the Board. Subject to any such determination, the officers shall have the following duties and authority:

Section 8.1 President. The president shall be the chief executive officer of the Association, shall have general charge and supervision over and responsibility for the affairs of the Association, shall preside all meetings of the Board as Chairperson; shall represent the general membership at professional functions; and mediates any disputes over procedural matters. Unless otherwise directed by the Board, all other officers shall be subject to the authority and supervision of the president. The president may enter into and execute in the name of the Association contracts or other instruments not in the regular course of business that authorized, either generally or specifically, by the Board. The president shall have the general powers and duties of management usually vested in the office of the president of a corporation. The president may delegate from time to time any other officer, any or all of such duties and authority.

Section 8.2 President-elect. The president-elect shall have such duties and possess such authority as may be delegated to the president-elect by the president and be the primary liaison for all committees.

Section 8.3 Treasurer. The treasurer shall have the custody of the funds and securities of the Association and shall keep or cause to be kept regular books of account for the Association. The treasurer shall perform such other duties and possess such powers as are incident to the office or as shall be assigned by the president or the Board.

Section 8.3 Secretary. The secretary shall call notices of all meetings to be served as prescribed in these bylaws and shall keep or cause to be kept the minutes of all meetings of the Board and the membership. The secretary shall perform such duties and possess such powers as are incident to the office or as shall be assigned by the president or the Board.

        Section 9.0 Fiscal year. The fiscal year of the corporation shall be January 1- December 31.

Section 10.0 Dues. The members and corporate sponsors shall maintain the Association for the payment of dues. These dues shall be set by the Board and ratified by two-thirds majority of voting full members. The Treasurer shall handle all Association monies and all transactions should be audited periodically by two (2) full members of the Association.

Section 11.0 Amendment to Bylaws. These bylaws may be altered amended or repealed by majority voting membership meeting.

Section 12.0 Conflict of Interest. No contracts or other transactions between the Association and one or more of its trustees or officers, or between Associations and any other corporation, firm, association or other entity in which one or more of its trustees or officers are directors or officers, or have a substantial financial interest, shall be approved by a vote of the Board or any committee thereof if such trustee or trustees or officer or officers (hereinafter “interested trustee or trustees”) are present at the meeting of the Board, or a committee thereof, which authorized such contract or transaction, or his or her votes are counted for such purpose, unless:

  1. The material facts asked to such trustee’s or officer’s interest in such contract or transaction and as to any such common directorship, officership, or financial interest are disclosed in good faith or are known to the Board or committee, and the Board and committee authorizes such contract or transaction by unanimous written consent, provided at least one trustee so consenting is disinterested, or by a majority vote without counting the vote or votes of such interested trustee or officer even though the disinterested trustees are less than a quorum; or
  2. The material facts as to such trustee’s or officer’s interest in such contract or transaction and as to any such common directorship, officership, or financial interests are disclosed in good faith or are known to the full members entitled to vote thereon, if any, in such contract or transaction is authorized by a majority vote of such full members.

Section 13.0 Dissolution. Upon dissolution, after payment of all debts, no part of the remaining assets may be distributed to any trustee, member, or officer of the Association, but shall be distributed as bylaws may direct in accordance with the law. However, the distribution must be to another organization exempt under the provisions of Section 501(c)(3) of the United States Internal Revenue Code or state or local government for public purpose.

Edited CCM/MEB

11/2017