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Bylaws

Article I. MEMBERS

Section 1. Classes

The governing board, at its discretion, may institute a category of membership at reduced fees for trainees, honorary members or scientists from developing countries.

Section 2. Qualifications

Membership is open to all immunologists, physicians, biochemists, dentists, veterinarians, or other scientists who do research in or who have an interest in mucosal immunology and who have published at least one first-authored paper in a peer-reviewed journal.

Section 3. Election of Members
  • Individuals may apply for membership by submitting a completed application for membership to the Secretary-Treasurer.
  • At least six weeks in advance of each meeting of the Governing Board, the Secretary-Treasurer shall circulate to the members of the Governing Board the applications of each candidate. Affirmative action by a majority of the Governing Board on these candidates shall constitute election to membership.
Section 4. Dues
  • The amounts of the initial membership fees and of the annual dues shall be determined from time to time by the Governing Board.
  • The Governing Board at its discretion may remit or reduce the fees of any member.
  • Memberships will be considered delinquent if dues are not paid for one year.
Section 5. Rights

Members shall have the right to vote at all meetings of members.

Section 6. Duration

Each member shall hold membership as long as he or she remains qualified, except that membership may be terminated by suspension or expulsion as provided in Section 7 of this Article. All memberships are non-transferable.

Section 7. Expulsion, Suspension, Resignation
  • The Governing Board shall consider and may investigate any charges of unprofessional conduct made against any member. The accused member must be informed of the charges and shall have a right to present a defense in oral or written form. Expulsion or censure will require an affirmative vote of three-fourths of the members present at the executive session of the annual meeting.
  • Any member whose dues are two years in arrears shall be dropped from the Society, but on vote of the Governing Board memberships may be re-instated if all arrearages are made up before the next annual meeting.
  • Any member may resign at any time by filing a written resignation with the Secretary-Treasurer, but such resignation shall not cancel obligation for dues for that year.
Article II. MEMBERSHIP MEETINGS

Section 1. Annual Meeting

An annual meeting of the membership shall be held each year at a time and place to be determined by the Governing Board. This shall include an executive session for the conduct of business of the Society. The President shall report on the operation of the Society for the preceding year during the annual meeting.

Section 2. Special Meetings

A special meeting of the membership may be held in any year on call of the Governing Board. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the members.

Section 3. Notice

A written or printed notice stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than 30 days before the meeting by the Secretary-Treasurer to each member of the Society.

Section 4. Voting

Every member attending the Society meeting shall be entitled to one vote on each matter submitted to a vote of the members.

Section 5. Quorum

A quorum shall exist if at least 30 of the members are present in person or by proxy. The majority of the votes entitled to be cast by the members present or in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members unless a greater proportion is required by law.

Section 6. Program and Procedure

The executive sessions of the Society shall be governed by customary parliamentary procedure and rules of order. Any member wishing to bring new or old business matters before the executive session of the Society shall submit this business in writing to the Secretary-Treasurer at least two weeks before the annual meeting. The Governing Board shall have the final decision as to which items appear on the agenda of the executive session of the Society.

The Scientific Program of the meeting shall be arranged by the Program Committee, appointed annually by the President and approved by the Governing Board. The President may serve as a member or as chairman of the committee.

Article III. GOVERNING BOARD

Section 1. Composition

The Governing Board shall consist of the President, President-Elect, Secretary-Treasurer, and 4 other members elected as councilors. Five members of the Governing Board shall be from the United States or Canada, one from Europe/Africa, and one from Australia/Asia. The number of Councilors serving at any one time can be increased by a two-thirds vote of the Governing Board and approval by a majority of the members casting votes in person or by proxy. If the number of Councilors is increased by the same relative geographic distribution mentioned above will apply. The first additional Councilor shall be from Europe/Africa; the second from the United States/Canada; the third from Australia/Asia; and the fourth from the United States/Canada. Thereafter, the order of election in the preceding sentence shall be repeated.

Section 2. Duties

The Governing Board shall manage the affairs of the Society and shall perform all acts as are required or permitted by the Articles of Incorporation, and these Bylaws. The Governing Board shall have the following specific duties and powers:
  • To make arrangements for meetings of the membership.
  • To consider and pass upon all candidates for membership.
  • To investigate charges of unprofessional or unbecoming conduct made against any member.
  • To receive reports of committees and to approve or disapprove their recommendations.
Section 3. Meetings

The Governing Board shall hold at least one regular meeting each year, conducted in conformity with parliamentary procedure. Special meetings may be called at any time by the President or by any two members of the Board. Written notice of any meeting of the Board shall be mailed to each member of the Board at least 10 days before the meeting. Four members of the Board shall constitute a quorum for the transaction of business. The act of the majority of the members of the board present at a meeting at which a quorum is present shall be the act of the Board. Any action to be taken at a meeting of the board may be taken without a meeting if a consent in writing, setting forth the e action to be taken, shall be signed by all members of the Board.

Section 4. Vacancies

If a vacancy on the Governing Board occurs, the Governing Board shall appoint a successor to serve the unexpired time.

Article IV. OFFICERS

Section 1. Positions

The Officers of the Society shall be the President, President-Elect and Secretary-Treasurer. Only members may be elected to these offices.

Section 2. President

The President shall be the Chief Executive Officer of the Society and shall perform all duties incident to that position. The President shall preside at all meetings of the Society and shall serve as Chairperson of the Governing Board.

Section 3. President-Elect

The President-Elect shall, in the absence or inability of the President to act, preside at meetings of the Society and serve as Chairperson of the Governing Board. The President-Elect shall also perform such duties as may be assigned from time to time by the Governing Board or the President.

Section 4. Secretary-Treasurer

The Secretary-Treasurer shall keep minutes of all meetings of the Society and of the Governing Board, shall serve all notices, shall be the custodian of the corporate records, and of the corporate seal of the Society, shall collect and be custodial of all funds of the Society and shall pay all of its expenses or vouchers signed by the President or bills presented for activities approved by the Governing Board. The Secretary-Treasurer shall keep the Society's financial books and shall present a detailed report of its financial status at each annual meeting and at such other times as the Governing Board may request. The accounts shall be examined annually by an independent third party and a financial report presented to the Governing Board and made available to the members. All other duties incident to the office of the Secretary-Treasurer shall be the responsibility of this officer.

Article V. OFFICERS AND COUNCILORS - NOMINATION AND ELECTION

Section 1. Nomination

Within 90 days after each annual meeting, the Governing Board shall appoint a Nominating Committee composed 3-5 members of the Society. The President shall designate the Chairperson. The Nominating Committee shall prepare a slate of nominations for the position(s) of Officer or Councilor that shall become vacant in the following year. The Nominating Committee shall designate two nominees for each position except for that of Secretary-Treasurer for which a single nominee may be proposed. Additional nominations for any position may be made by petition signed by at least 10 members and submitted to the Secretary-Treasurer within 90 days after the annual meeting.

Section 2. Election

The Secretary-Treasurer, at least 90 days before the annual meeting shall mail a ballot to each member of the Society. The Secretary-Treasurer shall tally the returned ballots. The nominees receiving the larger number of votes cast shall be elected. The Secretary-Treasurer shall present the results of the election at the next meeting annual meeting.

Section 3. Installation

The newly elected officers or councilors shall take office at the close of the next annual meeting.

Section 4. Term

The President, President-Elect, and each councilor shall each serve until the close of the second annual meeting following their election or until the installation of a successor. The Secretary-Treasurer shall serve a term of five years.

Section 5. Succession

Neither the President nor the President-Elect may serve more than one full term except as provided with respect to an un-expired term in Article VI. Succession from President Elect to President shall be automatic.

Article VI. OFFICERS: VACANCIES

Section 1. President

If the President dies, resigns or the office otherwise becomes vacant, the President-Elect shall immediately become President and shall serve for the balance of the last President's term and thereafter serve the term as President that he/she would have had if the vacancy had not occurred. If there is a vacancy in the office President-Elect when the vacancy in the office of President occurs, then the Governing Board shall appoint one of its members to serve as President until the next Annual Meeting when both a President and President-Elect shall be elected.

Section 2. President-Elect

If the President-Elect dies, resigns or the office otherwise becomes vacant, the Governing Board shall appoint one of its members to perform the duties of the President-Elect for the unexpired term when a new President-Elect will be elected.

Section 3. Secretary-Treasurer

If the Secretary-Treasurer dies, resigns or the office otherwise becomes vacant, the office of Secretary Treasurer shall be filled by appointment by the Governing Board for the unexpired term.

Article VII. FUNDS AND EXPENSES

Funds for meeting the expenses of the Society may be provided in such manner as the Governing Board may determine, including without limitation such annual dues as may be fixed from time to time by the Board and approved by the members.

Article VIII. COMMITTEES

The Governing Board may from time to time designate ad hoc committees to consider matters of interest to the Society. The number of members, and designation of the chairpersons, the terms of membership, and the duration of the duties of each such ad hoc committee shall be determined by the Governing Board.

Article IX. FISCAL YEAR

The fiscal year of the Society shall be by calendar year, beginning January 1 and ending December 31.

Article X. AMENDMENTS

These Bylaws may be amended at any annual meeting of the members. Every proposed amendment shall be submitted to the Governing Board at least 90 days before the annual meeting, with the signature of at least ten members, for consideration and recommendation by the Board before submission to the members. Notice of any such amendment together with the Board's recommendation, shall be mailed to each member of the Society at least 30 days before the annual meeting at which it is to be considered. To be adopted, an amendment must be approved by at least three-fourths of the members voting in person or by proxy at the executive session of the annual meeting.