Constitution of the CSBMCB   Article I - Name Article II - Purpose Article III - Membership Article IV - Application for Membership Article V - Board of Directors Article VI - By-laws Article VII - Amendments to the Constitution By-Laws of the CSBMCB Article I - Nominations and Elections Article II - Meetings Article III - Fiscal Year Article IV - Dues Article V - Representation on the Board of the CFBS Article VI - Financial Report Article VII - Provisions Upon Dissolution of the Society

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Constitution

(For the purpose of this constitution and by-laws: "A Francophone is considered a person whose preferred language is French and who is working currently in a French-speaking or a bilingual institution.")

Name: The Society shall be called "CANADIAN SOCIETY OF BIOCHEMISTRY and MOLECULAR & CELLULAR BIOLOGY" (CSBMCB).

Purpose: The purpose of the Society shall be to foster research and education in Biochemistry, Molecular Biology and Cell Biology in Canada.

Membership: There shall be three classes of members: Students/Post-doctoral fellows, Regular and Emeritus. Students shall be any individuals registered in a full-time program of study leading to the masters or doctorate degree. Post-doctoral fellows shall have obtained a doctoral degree and be pursuing additional research training. Persons who through research or scholarship have demonstrated an interest in Biochemistry, Molecular Biology and/or Cell Biology shall be eligible for regular membership. Regular Members who have reached retirement age, as established by the regulations of their employers, and who have ceased active employment, shall be eligible to become Emeritus Members.

Application for membership:

(a) Application for membership may be submitted to the Secretary at any time. Applications for membership shall be subject to approval of the Board of Directors who shall have the authority to accept or reject candidates according to the best interests of the Society. At the request of five Regular Members, rejected applicants maybe reconsidered at the Annual General Meeting, and shall be accepted for membership upon an affirmative vote by a majority of Regular Members present.

(b) The Secretary shall present, at the Annual General Meeting, a report listing the names of all persons whose applications for membership have been approved during the preceding year.

(c) Any member may withdraw from the Society by delivering a written resignation to the Secretary of the Society.

Board of Directors:

(a) The management of the Society shall be vested in a Board of Directors consisting of a President, Vice-President, Immediate Past-President, Secretary, Treasurer, and six other members.

(b) A Vice-President shall be elected annually, and shall serve the following year as President. A Secretary and a Treasurer shall be elected to serve for three years each. Members of the Board of Directors without office shall be elected for a period of three years. The Nominating Committee should ensure that the composition of the Board of Directors includes both Francophones and Anglophones and men and women and should reflect the diversity of scientific interests of the membership of the Society.

(c) Only Regular Members shall vote in the elections of the Board of Directors and the Nominating Committee. The Board of Directors shall have power to fill any interim vacancy with an elected member without office. The resulting vacancy in the Board of Directors shall be filled at the next scheduled election.

(d) A quorum at Board meetings shall be five members, one of whom must be the President or Vice-President.

(e) The office of President shall be automatically vacated:

(i) if the President resigns the office by delivering a written resignation to the Secretary of the Society; or

(ii) if at a special general meeting of members a resolution is passed by three-quarters of the members present that the President be removed from office; or

(iii) on the death of the President.

(f) Members of the Board of Directors shall not receive any remuneration for their services but, by resolution of the Board of Directors, expenses may be allowed for their attendance at each regular or special meeting of the Board of Directors.

(g) The Board of Directors may appoint such agents and engage such employees as it shall deem necessary; such persons shall have the authority and perform the duties prescribed by the Board of Directors at the time of appointment.

(h) The remuneration of all officers, agents, employees and Board members shall be fixed by resolution of the Board of Directors.

By-laws: By-laws may be adopted, repealed or amended by a majority vote at a General Meeting of the Society.

Amendments to the Constitution: Proposed amendments to the Constitution may be submitted by ten members if a signed copy be sent to the Secretary at least six weeks before the next General Meeting of the Society. The Board of Directors shall transmit any proposed amendments to the meeting and may recommend a course of action, Amendments may also be introduced by the Board of Directors. For adoption, an affirmative majority of two-thirds of those voting shall be required-

Nominations and Elections:

(a) Board of Directors: The Board of Directors shall consist of a President, Vice-President, Immediate Past-President, Secretary, Treasurer, and six other members. At least one Board Member shall be woman and at least one shall be a Francophone.

(b) Nominating Committee: A Nominating Committee shall consist of five members, at least one of whom shall be a woman and at least one of whom shall be a Francophone, each member to be from a different institution. The Chair of the Nominating Committee shall be the Past-President of the Society. The remaining four members shall be elected annually from a slate provided by the incumbent Nominating Committee, this slate to contain the names of at least eight Regular Members, at least two of whom shall be women and at least two of whom shall be Francophones; each member shall be from a different institution. The slate shall contain not more than two names of members of the incumbent Nominating Committee, and to the slate there shall be added the name of any Society member received by the Secretary and supported by the petition of ten or more Regular Members.

(c) The Nominating Committee shall submit to the Secretary three months before the Annual General Meeting at least two nominations, if possible, for each seat to be filled on the Board of Directors, together with the slate of at least eight names of Regular Members who shall be candidates for positions on the Nominating Committee of the following year.

(d) Additional nominations to the Board of Directors or for membership on the Nominating Committee may be made by any Regular Member of the Society. Such nominations must be received by the Secretary at least two months before the Annual General Meeting, and be sponsored by not fewer than five Regular members of the Society.

(e) The Secretary shall prepare and send to every Regular Member at least six weeks prior to the Annual General Meeting a printed ballot which shows the nominations of the Nominating Committee for the several offices and positions together with such other properly supported independent nominations as may have been received.

(f) The members shall individually vote on the printed ballots and shall return them by mail in seated envelopes directly to the Secretary. The election shall be deemed closed two weeks prior to the Annual General Meeting. Three Scrutineers shall be appointed by the Secretary.

(g) The Scrutineers shall prepare a report of the election for presentation to the membership at the Annual General Meeting. A plurality of the votes cast shall be necessary to elect, and in the case of tie votes, the President shall cast the deciding ballots.

Meetings:

(a) The Society shall meet annually. Other meetings may be held at the discretion of the Board of Directors. Notice of meetings, together with a proposed agenda, shall be mailed to all members at least six weeks before it is to be held.

(b) For the transaction of business at any meeting twenty-five members shall constitute a quorum.

Fiscal Year:

The fiscal year of the Society shall extend from the first day in January to the last day in December.

Dues:

(a) Society dues shall be determined at the Annual General Meeting by a vote of the members on a recommendation submitted by the Treasurer with the approval of the Board of Directors.

(b) Dues shall be payable on receipt of a statement from the Treasurer.

(c) Any member whose dues have not been paid for more than one year and who has been so notified in writing by the Treasurer shall cease to be a member of the Society but shall be eligible for re-admission to membership upon payment of back dues.

Representation on the Board of the Canadian Federation of Biological Societies: The representative of the Society on the Federation Board shall normally be the President. The Vice-President, the Secretary and the Treasurer shall serve as alternate representatives.

Financial Report: At the Annual General Meeting, the Treasurer shall submit a financial statement certified by two auditors to be appointed by the President.

Provisions Upon Dissolution of the Society: It is specially provided that, in the event of dissolution of the Society, all its remaining assets after payment of its liabilities shall be distributed to one or more recognized charitable organizations in Canada.

Mis à jour: 2/22/2007