Section 1.0 – Board of Directors

The activities of the Southeastern Biological Association, Inc., (“Association”) shall be managed by the Board of Directors (“Board”), which shall consist of seven directors: President; President-Elect; Past-President; Secretary; Treasurer, and two Councilors-at­ Large.

Section 1.1 – Duties of the 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 Association matters and will act on behalf of the full members. It is the responsibility of the Board to review the financial status to insure appropriate handling of all funds.  The Board also has the responsibility for final acceptance of new members and designated alternates to the Board.

Section 1.2 – Alternates and Vacancies

A director shall have the right to designate an alternate member to represent him/her at Board meetings. The designated alternate must be previously approved by the Board and shall have full voting rights.  In the event of a vacancy of a seat on the Board due to a resignation of a director or if a current director cannot otherwise finish the term of his/her office, the designated alternate shall be named to the Board until the position is filled by regular elected ballot or by special election.  In the event the President cannot complete his/her term, the President-Elect shall complete the term of the President as well as their own term as President.

Section 1.3 – Removal of Directors

A request to remove a director 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 is the subject of the request, at which point, the request must be presented to the Past-President. The President (or Past-President) will submit the request to a secret ballot of all full members within thirty 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 – Members

The Association membership will be drawn mainly from the Southeast region (GA, SC, FL, AL, TN, MS) and shall have the following membership categories:

  1. Full Member: Any individual with an interest in biological safety shall be eligible for membership in the Association as a full member.  Each full member shall be eligible to vote.
  2. Corporate Sponsor: Any company or organization with an interest in biological safety shall be eligible for membership in the Association as a corporate sponsor.  Each corporate sponsor may designate up to four (4) individuals as full members in the Association.
  3. Student Member:  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 the right to vote nor the right to hold elected office.  Student members may serve on Association committees.

Section 3 – Elections

Directors must be nominated by at least two (2) full members of the Association, must be in good standing at the time of nomination and shall be elected by closed ballot vote of the membership (with a plurality of those voting) for a term for all Directors of two years with the following exceptions: The term of the President-Elect is for three years; one year as President-Elect, one year as President, and one year as Past-President. No Director except the Treasurer shall be eligible to hold the same office for two (2) consecutive terms. Treasurer may serve two consecutive terms if re-elected. Nominees may nominate themselves.

Section 4 – Meetings

Meetings of the Association shall include: General membership meetings, Board meetings, the Biological Safety Symposium, and annual business meeting.

Section 4.1 – General Membership Meetings

At least one (1) general membership meeting shall be held for the transaction of Association business and for the exchange of information. This meeting may take the form of a dinner meeting either preceded or followed by a keynote speaker with a presentation of a timely, relevant biosafety topic.

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. The meeting may be held prior to or after any General Membership Meeting.

Section 4.3 – Biological Safety Symposium

An annual meeting shall be held for the purpose of presenting a scientific program in the biosafety and related fields. An annual business meeting is to be associated with the Symposium.

Section 5 – Special Meetings of the Members and the Board

Any three of the Directors may call special meetings of the members or the Board for any purpose or purposes at any time by the President and/or the Past-President. Such meetings of the members shall be held upon not less than ten days or more than sixty days’ notice given by mail or email. Such meetings of the Directors shall be held upon not less than two days’ notice given personally or by telephone or email, or upon not less than four days’ notice given by depositing notice in the United States mails, postage prepaid. Such notice shall specify the time and place of the meeting.

Section 6 – Waivers of Notice of Board Meetings: Adjournments

Notice of a meeting need not be given to any member or Director who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such director of such meeting. Neither the business to be transacted at nor the purpose of any meeting of the Board need be specified in the notice or waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment.

Section 7 – Action Without Meeting

The members of the Board or any committee of the Board may act without a meeting if, prior or subsequent to such action, each director or committee member shall consent in writing to such action. Email communication shall be considered consent in writing. Such written consent or consents shall be filed with the minutes of the meeting.

Section 8 – Meeting by Telephone

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

Section 9 – Quorum

A majority of the full members shall constitute a quorum thereof for the transaction of business at a 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. Four voting Directors shall constitute a quorum of the Board for the transaction of business at a Board meeting. The act of four Directors at a meeting at which a quorum is present shall be the act thereof.

Section 10 – Committees of the Board

The Board, by resolution approved by a majority of the entire Board, may appoint one or more committees of one or more members (which may include persons who are not Directors, provided that at least one member of each committee shall be a Director and that any act of any committee which has members which are not Directors shall be advisory, shall not bind the Board or the Association and shall be subject to Board approval) each of which, to the extent provided in the resolution, shall have and may exercise the authority of the Board, except that no such committee shall:

  1. Make, alter or repeal any by-law of the Association;
  2. Elect or appoint any officer or Director, or remove any officer or Director:
  3. (a) Submit to members any action that requires the approval of members;
    or
  4. (a) Amend or repeal any resolution previously adopted by the Board;

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

  1. Fill any vacancy in such committee,
  2. Appoint one or more persons to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members of a committee,
  3. Abolish any such committee at its pleasure; or
  4. Remove any members of such committee at any time, with or without cause.

A majority of each committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present in which a quorum is present shall be the act of such committee. Each committee shall appoint from among its members a chairperson unless the resolution of the Board establishing such committee designates the chairperson, in which case, in the event of a vacancy in the chairpersonship, the Board shall fill the vacancy.

Actions taken at a meeting of any such committee shall be kept in a record of its proceedings that shall be reported to the Board at its next meeting following such committee meeting, except that, when the meeting of the Board is held within two 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 committee meeting.

Section 11 – Compensation

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

Section 12 – 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 Board shall determine the duties and authority of the officers from time to time. Subject to any such determination, the officers shall have the following duties and authority:

  1. The President shall be the chief executive officer of the Associate, shall have general charge and supervisions over and responsibility for the affairs of the Association, shall preside at 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 are 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 President of a corporation. The President may delegate from time to time to any other officer, any or all such duties and authority.
  2. The President-Elect shall have such duties and possess such authority as may be delegated to the President-elect by the President.
  3. 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 other powers as are incident to the office or as shall be assigned by the President or the Board.
  4. The Secretary shall cause notices of all meetings to be served as prescribed in these by- laws and shall keep or cause to be kept the minutes of all meetings of the Board. 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 13 – Fiscal Year

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

Section 14 – Dues

The members and corporate sponsors shall maintain the Association through the payment of dues. These dues shall be set by the Board and ratified by a two-thirds majority of voting full members. The Treasurer shall handle all Association monies and all transactions audited by two (2) full members of the Association at the end of the fiscal year.

Section 15 – Force and Effect of By-Laws

These by-laws are subject to the provisions of the Florida Not For Profit Corporation Act (the “Act”) and the Certificate of Incorporation as they may be amended from time to time. If any provision in these by-laws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.

Section 16 – Amendment to By-Laws

These by-laws may be altered, amended or repealed by the members or the Board, provided that by-laws made by the Board may be altered or repealed and new by­ laws made by the members. The members may prescribe in a by-law that any by-law made by them shall not be altered or repealed by the Board. Written notice of any such by-law change to be voted upon by the Board shall be given not less than 30 days prior to the meeting at which such change shall be proposed. All amendments to the By-laws must also be ratified by a plurality of full members.

Section 17 – Conflict of Interest

No contract or other transaction between the Association and one or more of its Directors or officers, or between the Association and any other corporation, firm, association or other entity in which one or more of its officers are Directors, or have a substantial financial interest, shall be approved by a vote of the Board or any committee thereof if such Directors or officer (hereinafter “interested Directors”) 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 as to such Director’s or officer’s interest in such contract or transaction and as to any such common directorship shall be disclosed in good faith or are known to the Board or committee, and the Board or committee authorizes such contract or transaction by unanimous written consent, provided at least one Director so consenting is disinterested, or by a majority vote without counting the vote or votes of such interested director or officer even though the disinterested Directors are less than a quorum; or
  2. The material facts as to such Director’s or officer’s interest in such contract or transaction are disclosed in good faith or are known to the full members entitled to vote thereon, if any, and such contract or transaction is authorized by a majority vote of such full members.

Section 18 – Dissolution

Upon dissolution, after payment of all debts, no part of the remaining assets may be distributed to any Director, member or officer of the Association, but shall be distributed as the by-laws may direct in accordance with law provided, however, that the distribution must be to another organization exempt under the provisions of Section 501(c)(6) of the United State Internal Revenue Code or to a State or local government, for a public purpose.