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Bylaws

Bylaws of the AMERICAN SOCIETY FOR BIOCHEMISTRY AND MOLECULAR BIOLOGY, INCORPORATED
A New York Not-for-Profit Corporation

Adopted, as amended January 2025.

ARTICLE I. General

SECTION 1. Name and Status

The name of the corporation is the AMERICAN SOCIETY FOR BIOCHEMISTRY AND MOLECULAR BIOLOGY, INCORPORATED (the “Society” or “ASBMB”). The Society is a New York not-for-profit corporation.

SECTION 2. Purposes

  1. The Society is organized, and shall be operated, exclusively for charitable, educational or scientific purposes that may qualify it as an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time (hereinafter referred to as the “Code”), and exempt it from federal income tax under section 501(a) of the Code.
  2. The specific purpose of the Society is the extension and utilization of knowledge of biochemistry and molecular biology.

SECTION 3. Restrictions

  1. No part of the net earnings of the Society shall inure to the benefit of any private individual, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
  2. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
  3. The Society shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(3) of the Code, or by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

ARTICLE II. Membership

SECTION 1. Eligibility for Regular Membership

Individuals who have conducted and published meritorious original investigations in biochemistry and molecular biology, in accordance with criteria as may be specified by the Council, shall be eligible for regular membership in the Society.

SECTION 2. Eligibility for Early Career Membership

Individuals who have not yet attained the qualifications of regular membership but meet additional eligibility requirements as defined by Council shall be eligible for early career membership in the Society; this may include postdoctoral fellows or their equivalent. Early career members shall enjoy all privileges of regular membership, except holding elective office.

SECTION 3. Eligibility for Affiliate Membership

Affiliate membership and eligibility is defined by Council and may include educators at the college or high school level who do not have a PhD and individuals working in government or non-governmental or non-profit and are not eligible for other membership. Affiliate members may not vote or hold elective office.

SECTION 4. Eligibility for Graduate Membership

Graduate membership is open to any individual who is a graduate student with an interest in biochemistry and molecular biology. Graduate members may not vote or hold elective office. Graduate members are eligible for automatic promotion to associate membership by certifying that they have attained the necessary qualifications.

SECTION 5. Eligibility for Undergraduate Membership

Individuals who are undergraduate students with an interest in biochemistry and molecular biology shall be eligible for undergraduate membership in the Society. Undergraduate members may not vote or hold elective office.

SECTION 6.

Membership is limited to qualified individuals who pay applicable dues established by the Council and meet the criteria for the appropriate membership type. Applications for membership shall be reviewed by the Chief Executive Officer or their staff designee, based on membership criteria established by the Council, and if the criteria for membership in a specified category are met, applicants will be accepted as members immediately and be so notified. Any application not appearing to meet membership criteria will be referred to the Secretary for a decision.

SECTION 7. Emeritus

Any member of the Society in good standing who has retired from active employment because of disability, eligibility for retirement or age, may upon request and certification by the Chief Executive Officer, be classed as a retired member. If retirement is prior to January 1, dues for the succeeding dues year are cancelled. If retirement is after January 1, dues for that dues year must be paid. Retired members shall pay no membership fees or other assessments and shall retain all the rights and privileges of full dues paying members except that retired members shall not be eligible to hold elective office.

SECTION 8. Resignation

Any member may resign upon written notification to the Chief Executive Officer, whereupon such resignation shall be considered effective immediately. Resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation.

SECTION 9. Expulsion or suspension

Membership in the Society may be suspended or terminated for cause, which shall include but not be limited to failure to timely pay dues, fees or other assessments; a violation of the Bylaws or any rule or practice of the Society; any other conduct prejudicial to the best interests of the Society; or a failure to otherwise meet the criteria for membership. Failure to timely pay dues, fees or other assessments shall result in automatic termination of membership, without requiring advance notice to the member and deliberation by the Council. Any member proposed for suspension or termination for a reason other than failure to pay dues, fees or other assessments shall be given at least thirty (30) days’ advance written notice, including the reason for the proposed suspension or termination, an opportunity to contest the proposed suspension or termination in writing or in person before the Council, and final written notice of the Council’s decision. Other than for failure to pay dues, fees or other assessments, suspension or termination shall be by a two-thirds vote of the full Council, upon a finding of sufficient cause.

SECTION 10. Reinstatement

A former member may be reinstated upon such terms and conditions as may be specified by the Council.

ARTICLE III. Membership Meetings and Quorum

SECTION 1. Annual Member Business Meeting

The annual business meeting of members of the Society shall be held at such time and place as the Council shall determine.

SECTION 2. Special Meetings

A special business meeting of members may be called at any time and place by the President, or in case of his or her absence or disability, by the Past President or President-Elect, and must be called at the request of a majority of the Council or ten percent of voting members of the Society. A notice specifying the purpose of such meeting shall be sent (emailed or mailed) to each member at least ten days previous thereto.

SECTION 3. Quorum

One hundred members shall constitute a quorum at all meetings of the Society, but in the absence of a quorum any number shall be sufficient to adjourn to a fixed date.

SECTION 4. Location

Meetings shall be held at such place as determined by the Council. The Council may determine that meetings of members be held partially or solely by means of electronic communication, and the electronic service and/or platform by which a meeting is held shall be the place of the meeting for purposes of this provision if a meeting is held solely by means of electronic communication.

ARTICLE IV. The Council

SECTION 1. Council

  1. The governing body is the Council, which has authority and is responsible for governance of ASBMB. The Council establishes policy and monitors implementation of policy by ASBMB’s staff under the direction of the Chief Executive Officer. All members of the Council must be current members of ASBMB.
  2. The President, the President-Elect or Past-President, the Secretary, the Treasurer and nine additional members shall constitute the Council. Six of the additional members will be elected by the membership, two each year, and shall serve three-year terms. Three of the additional members shall be appointed, one each year, by the President with the approval of the Council.
  3. The Chairs of appointed committees and the Editor(s) of the scientific publication(s) of the Society shall be invited to meet with the Council from time to time but shall have no vote.
  4. None of the elected or appointed members shall be eligible for re-election or reappointment for more than two consecutive terms. Any partial term served by a Councilor, whether due to filling a vacancy or any other reason, shall not be counted towards the two-term limit. After serving two consecutive full terms, a Councilor must take a minimum of one year off before serving for another term on the Council. Any Councilor selected to become an Officer shall have their term on the Council extended to coincide with their Officer term.

SECTION 2. Regular Meetings

Regular meetings of the Council shall be held at least semi-annually at such time and places as may be determined by the President. One such meeting shall be held in conjunction with the annual scientific meeting of the Society.

SECTION 3. Special Meetings

Special meetings of the Council may be called at any time by the President or any three Councilors.

SECTION 4. Notice of Meeting

Notice of each meeting of the Council shall be sent to each Councilor at the physical or electronic address appearing on the books of the Society for the purpose of notice, at least ten days before the day on which the meeting is to be held, or delivered personally not later than the third day before the day on which the meeting is to be held. Every such notice shall specify the time of the meeting, place, day, and hour of the meeting and the general nature of the business to be transacted. A waiver of notice of any meeting in writing signed by the Councilor entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Participation of a Councilor in any meeting shall constitute a waiver of notice of such meeting, except where a Councilor participates for the express purpose of objecting to the transaction of any business, because the meeting was not lawfully called or convened. Whenever a meeting of the Council shall be adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat, otherwise than by announcement at the meeting at which such adjournment is taken.

SECTION 5. Remote Participation

Any one or more Councilors may participate in a meeting by teleconference, video, or other electronic means of communication if each can hear the others at the same time, and participation by such means shall constitute presence in person at the meeting.

SECTION 6. Organization of Council Meetings

At all meetings of the Council, the President, or in his or her absence the Past-President or President-Elect, or in their absence, a Temporary Chair chosen by a majority of the Councilors present, shall act as Chair of such meeting and preside thereat. A copy of the minutes shall be supplied to each member of the Council.

SECTION 7. Quorum, Manner of Acting and Adjournment

At all meetings of the Council, the presence or participation of a majority of the Councilors then serving pursuant to law shall be necessary to constitute a quorum for the transaction of business. Except as otherwise specifically provided by statute, the Certificate of Incorporation, or these Bylaws, the acts of a majority of the Councilors present at a meeting at which a quorum is present shall be the acts of the Council. A Councilor who is present at a meeting of the Council, but who is required to abstain from participation in the vote upon any matter, may be counted for purposes of determining whether or not a quorum is present, and if a quorum is present or participating, the acts with respect of any such matter of a majority of the Councilors present or participating who are not required to abstain shall be the acts of the Council. A majority of the Councilors present or participating at any meeting, whether or not they shall comprise a quorum, may adjourn the meeting from time to time.

Action without a Meeting

The Council may take action without a meeting where all Councilors unanimously consent to the action in writing, including via electronic transmission.

SECTION 8: Resignation or Removal

A Councilor may resign by filing a written resignation with the President or Chief Executive Officer. Any Councilor may be removed for cause by the Council, by a two-thirds vote where a quorum is present, which cause shall include violating ethical conduct, engaging in actions that harm the ASBMB's reputation, or failing to fulfill their duties. A Councilor may also be removed with or without cause by a two-thirds vote of the members where a quorum is present. If removed, the Councilor must immediately vacate their position and return all Society property and records.

SECTION 9: Compensation

Councilors, other than the Chief Executive Officer, do not receive compensation for their services but may be reimbursed for expenses.

ARTICLE V. Officers

SECTION 1. Elected Officers

The elected officers shall be a President, President-Elect or Past-President, Treasurer, and Secretary, all of whom shall be elected by the membership. A President-Elect shall be elected one year prior to taking office as President. The President shall serve for a two-year term as President. The President shall automatically become Past-President for one year on the expiration of the two-year term as President. A Treasurer-Elect shall be elected once every three years and serve one year as Treasurer-Elect and thereafter a three-year term as Treasurer.

SECTION 2. The President

The President shall be the chief elected officer of the Society and shall serve as Chair of the Council; shall preside at all meetings of the Society and of the Council; and perform such other duties as may be prescribed by the Council.

SECTION 3. The Past President or President-Elect

The Past President or President-Elect shall serve as President in case of the death, absence or inability of the President to serve (which service shall not affect succession to the office of President in the year following election as President-Elect and to the office of Past President thereafter), and shall perform such other duties as may be prescribed by the Council.

SECTION 4. The Secretary

The Secretary shall be responsible for preparing or supervising the preparation of the minutes of the Council and of the Society, and for seeing that all notices are duly given in accordance with the provisions of these Bylaws or asrequired by law; shall serve on the Nominating Committee; and shall perform such other duties as may be prescribed by the Council.

SECTION 5. The Treasurer

The Treasurer shall be responsible for the custody of all funds and securities of the Corporation; shall report semi-annually to the President and the Council as to the financial condition of the Society; and shall, at the annual business meeting, submit a certified statement of the Society’s financial condition.

SECTION 6. The Treasurer-Elect

The Treasurer-Elect shall be that individual elected to become Treasurer in the year following election as Treasurer-Elect; shall serve as Treasurer in case of the inability of the Treasurer to serve, which service shall not affect succession to the office of Treasurer in the year following election as Treasurer-Elect.

SECTION 7. Chief Executive Officer

The Chief Executive Officer manages ASBMB at the direction of the Council. The Council may appoint and compensate an Chief Executive Officer to assist in managing the functions of the Society, including the receipt and disbursement of funds under the direction of the Council and the Treasurer. The Chief Executive Officer has exclusive authority over the staff of ASBMB and shall perform such other duties as may be prescribed by the Council. The Chief Executive Officer shall be an ex-officio non-voting member of Council.

SECTION 8. Resignation or Removal

Any officer of the Society may resign at any time by giving written notice to the Council. Any such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance thereof shall not be necessary to make it effective.Any officer may be removed with or without cause by a two-thirds vote of the members where a quorum is present.In addition, an officer’s authority to act as an officer may be suspended by the Council for cause by a two-thirds vote where a quorum is present, which cause shall include violating ethical conduct, engaging in actions that harm the ASBMB's reputation, or failing to fulfill their duties.

ARTICLE VI. Committees

SECTION 1. Executive Committee

The Executive Committee shall consist of the President, President-Elect or Past-President, Treasurer, Secretary, and the Chief Executive Officer as an ex officio, non-voting Officer. Subject to applicable provisions of law, the Certificate of Incorporation and these Bylaws and to the direction and continuing oversight of Council, the Executive Committee shall be authorized by Council to act on its behalf between meetings of the Council. The Executive Committee shall report its routine actions to Council on a regular basis. Issues relating to major policy changes, major financial changes, and major disputes shall always be referred to Council for due consideration and action.

SECTION 2. Nominating Committee

The Nominating Committee shall be constituted and function in accordance with the provisions of Article VII hereof.

SECTION 3. Finance Committee

  1. Membership. The Finance Committee shall consist of the President, the Past- President or President-Elect, the Treasurer, and the Chair of the Publications Committee, together with three members of the Society to be appointed by the President, with Executive Committee approval, for terms of five years. The Treasurer shall be the Chair of the Committee. The Treasurer-Elect and the Editors of ASBMB publications, or other consultants may be invited by the Treasurer to sit with the Committee from time to time without the power to vote.
  2. Duties. The Finance Committee shall advise Council respecting the annual budget; the management of Society bank accounts and other financial matters; and the Investment Policy and performance of reserve and endowment accounts in the context of the Society's overall budget and long-term financial vision. The Finance Committee shall meet prior to regularly scheduled meetings of the Council, and upon the call of the Treasurer to examine and report on all financial records of the Society. The Committee shall provide a report at all regularly scheduled meetings of the Council.

SECTION 4. Audit Committee

The President shall appoint an Audit Committee, consisting of the President, two Councilors, and the Treasurer. The Audit Committee shall advise and assist the Council and Finance Committee in their oversight responsibilities by monitoring the overall system of internal controls, integrity of financial statements, compliance with applicable laws and regulations, and performance of external auditors. The Committee shall report annually to the Council at the time of the audit or when requested to do so by the Council.

SECTION 5. Publications Committee

The Publications Committee shall be constituted and function in accordance with the provisions of Article IX hereof.

SECTION 6. Other Committees

The President may charge and appoint such other standing or special Committees as it may be deemed advisable with approval by the Council. The size of each committee shall be prescribed by the charge.

SECTION 7. Committee Procedures

Except as otherwise provided in these Bylaws, a majority of a committee shall constitute a quorum thereof, and the acts of a majority of those present at a meeting at which a quorum is present, shall be the acts of the committee. Meetings of each committee shall be called by the Chair of the committee or any two members of the committee. All Standing Committees shall submit to the President an annual written report of their activities and proposals for potential new activity. Each committee shall render such reports at such time as the Council may require. All committees shall carry out their duties subject to approval of the Council and in accordance with the provisions of the Bylaws.

ARTICLE VII. Nominations and Elections

SECTION 1. Nominating Committee

The Nominating Committee shall consist of three members elected by the membership, three members at-large appointed by the President with the approval of the Executive Committee, the President, the Secretary, and the President-Elect or Past-President. One member will be elected by the membership each year from a slate of no less than two nominees for a three-year term. One at-large member will be appointed each year for a three-year term and cannot be serving on the Council at the time of appointment. The President will appoint a Chair of the Nominating Committee from either the elected or appointed members with approval by the Executive Committee. No member shall serve more than one three-year term as an appointed or elected member of the Nominating Committee.

SECTION 2. Nominations

  1. The Nominating Committee is authorized to identify and put forward candidate(s) qualified for each position. The committee must follow a standardized and equitable system to vet all candidates, ensuring fairness, transparency, and consistency in the evaluation process. If no fully qualified candidate is found, the committee is authorized to recruit beyond those who have applied or been nominated to ensure a diverse and strong candidate pool, while maintaining a rigorous vetting process for all candidates.
  2. The Nominating Committee shall make no less than two nominations each for the offices of President-Elect and Secretary, four nominations for the positions of Councilor and one nomination for the position of Treasurer-Elect. Furthermore, the Nominating Committee in each year shall make no less than four nominations for positions on the Publications Committee.
  3. The nominations by the Nominating Committee must be transmitted to the Chief Executive Officer before the election for which they are to be considered, in accordance with a timeline as may be set by the Council.
  4. The Chief Executive Officer shall prepare and send to every member in a voting-eligible category prior to the election, an electronic or printed ballot listing all candidates appearing for election.

SECTION 3. Elections

  1. The members shall individually vote on the ballots presented to them by the Chief Executive Officer.
  2. The Secretary shall prepare a report of the election and present the results to the membership.
  3. A plurality of the votes cast shall be necessary to elect, and in case of a tie vote the decision shall be made by lot.
  4. Elected officers shall assume their duties and responsibilities on July 1.

SECTION 4. Filling of Vacancies

  1. The Council shall fill all vacancies in elective positions.
  2. The President of the Society shall fill all vacancies in appointive positions with approval by the Executive Committee. The President-Elect shall so designate the appointees to those positions whose term of office commences coincidental with or after the succession to the Presidency.

ARTICLE VIII. Financial

SECTION 1. Dues

Annual assessments shall be determined by the Council.

SECTION 2. Privileges of Membership

Annual membership begins January 1 with payment of dues. New members are entitled to the privileges of membership only after payment of dues.

ARTICLE IX. Publications

SECTION 1. Publications Committee

The Publications Committee shall have responsibility for reviewing all publishing activities of the Society, and Society and reporting its recommendations to the Council at all regularly scheduled meetings. It shall advise the Council on policy, ethical, and legal issues that may arise from operation ASBMB Publications. It shall advise the Editor(s) of ASBMB Publications on editorial matters.

SECTION 2. Membership of the Publications Committee

The Publications Committee shall consist of seven members of the Society. Six members, two per year, shall be elected by the Society from a slate of at least four candidates selected by the Nominating Committee. The President will appoint a single member as necessary to maintain an odd number of voting members with approval by the Executive Committee. Members shall be eligible for re-election and/or re-appointment for one additional term. The Editor(s) of ASBMB Publications will be a member(s) ex-officio of the Publications Committee, without power to vote.

ARTICLE X. Scientific Publications of the Society

SECTION 1. Editor and Deputy Editor

The Editor(s) of the scientific publications of the Society shall be appointed by the Council.

SECTION 2. Management of the Publications

The Chief Executive Officer shall serve as Manager of the publications of the Society and shall have responsibility and authority, subject to the policies established by the Council, for the management of the business affairs of Society publications, including contracts for publication, approval of advertising, office administration, redactory services, and related activities.

ARTICLE XI. Indemnification

SECTION 1

The Society shall indemnify each of its Councilors and officers to the full extent permitted by law, and shall advance the costs of defense to such indemnified persons to the full extent permitted by law. The Society shall also have power to make any other indemnification and advancement of defense costs that is permissible under the law and authorized by resolution of the Counsel.

ARTICLE XII. Amendments

SECTION 1. Vote Required

Any of these Bylaws may be altered, amended or repealed, or new Bylaws be adopted by the affirmative vote of two-thirds of the entire Council, or by a three-fifths majority vote of the membership voting at a duly constituted meeting, provided that notice of such meeting shall have stated the substance of the Bylaw to be altered, amended, repealed or adopted.

SECTION 2. Manner of Presentation

Proposed amendments to the Bylaws may be initiated (a) by the Council, or (b) by petition signed by at least twenty-five members from at least three institutions and sent to the Secretary at least three months prior to the meeting at which they are to be considered.