OLIGONUCLEOTIDE THERAPEUTICS SOCIETY, INC.
By-Laws
As Amended October 17, 2008
ARTICLE I - ARTICLES OF ORGANIZATION, Name and Origin
Section 1
The name of the corporation is Oligonucleotide Therapeutics Society, Inc., herein after referred to as the “Society.” These By-laws constitute the code of rules for the regulation and management of the Society’s affairs. These By-laws, the powers of the Society and of its members and Directors and officers, shall be subject to the Articles of Organization, as in effect from time to time.
Section 2
The Society was incorporated in Massachusetts on December 13, 2002. The principal office of the Society in The Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization.
ARTICLE II - PURPOSES and Aims
Section 1
The Society is organized and shall be operated exclusively to promote and represent the common business interests, and to improve business and professional conditions, of persons who are employed in the field of oligonucleotide therapeutics. In particular, this corporation shall organize, sponsor and conduct educational programs, disseminate information and pursue the promotion and advancement of scientific knowledge in the area of oligonucleotide therapeutics. The Society will initiate, sponsor and/or participate in conferences and other programs and activities relating to oligonucleotide therapeutics, prepare and/or disseminate information and publications relating to these areas.
Section 2
The aims of the Society, focused on research relating to oligonucleotide therapeutics, are:
a. To provide means for the dissemination of knowledge dealing with current research.
b. To coordinate and sponsor meetings and to promote publications.
c. To act as a mediator for communication, cooperation and understanding between scientists of all nationalities.
d. To provide information about and to stimulate interest in the above-mentioned areas among persons of all nationalities.
e. To encourage the study of the above-mentioned areas in institutions of higher education and to improve the quality of teaching of these topics.
f. To encourage national and international collaborations on research and applications among academic, industrial, governmental and private institutional organizations.
ARTICLE III - The Board of Directors
Section 1
The Society shall have a board consisting of directors (the “Directors”) who shall have the powers and duties of a board of directors under Massachusetts law (the “Board”). The Directors shall be responsible for the general management and supervision of the business and affairs of the Society, except with respect to those powers reserved to the members by law, the Articles of Organization or these By-laws. This Board is the principal governing body of the Society.
Without limiting the foregoing, the Board shall (a) exercise all powers in the management and direction of the Society and conduct the affairs of the Society; (b) receive and study reports of such committees as the Board may direct; (c) keep a record of its proceedings and report its actions to the members at the next succeeding Bi-Annual Conference as it may deem desirable; (d) establish standing committees or ad hoc committees as it may deem necessary or desirable for the proper transaction of the business of the Society; and (e) dissolve any standing committee or ad hoc committee that it deems to be no longer required.
Section 2
Except for the election of the Directors as set forth in Article V, any action or vote permitted to be taken by members pursuant to Massachusetts General Laws, Chapter 180 shall be taken by action or vote of the same percentage of the Directors of the Society.
Section 3
Until the first Bi-Annual Election Date, there shall be 15 Directors and they shall be those persons named as Directors in the Articles of Organization or elected thereafter as set forth in Article III, Section 8.
After the first Bi-Annual Election Date and thereafter, except as otherwise provided in these By-laws, there shall be 17 Directors on the Board and 15 of the Directors shall be elected by the members bi-annually as set forth in Article V. The other two Directors are the Immediate Past President and the Immediate Past Treasurer, who shall serve as Directors ex officio. The Directors shall determine, from time to time, the number of members on the Board.
The Board shall consist of the following persons after the first Bi-Annual Election Date:
7 Directors who shall also serve in the following offices:
· The President
· The Secretary
· The Treasurer
· First Vice-President
· Second Vice-President
· The Immediate Past President
· The Immediate Past Treasurer
Up to 10 additional individuals will serve on the Board of Directors.
Section 4
The Nominations Committee shall nominate at least two members of the Society for each Board position up for election. Members of the Society in good standing may also nominate any member in good standing for a Board position by notifying the Secretary in writing. Such write-in nomination must be seconded in writing by a member of the Society in good standing (who may or may not be a member of the Nominations Committee). All candidates for nomination recommended by the Nominations Committee must be approved by the Directors before they are put forward for election. All nominations, including those submitted by a member, must be made at least 90 days prior to the bi-annual election date, which shall occur in connection with the Bi-Annual Conference (as defined below), commencing on April, 2004 (the “Bi-Annual Election Date”) and submitted to the Secretary. The Secretary shall determine if the nominated person is a member in good standing and willing to serve in such position before placing the name on the ballot. The Secretary shall then prepare a ballot with the names of the candidates for the Board, listed alphabetically by surname, and distribute the ballots to the members eligible to vote at least 60 days, but no more than 90 days, before a Bi-Annual Election Date. The close of business on the day next preceding the day on which the Secretary commences distributing such ballots shall be the record date for determining the members having the right to vote for the Directors. Completed ballots must be received by the Secretary prior to the date specified in such ballots. The candidate receiving the largest number of votes shall be declared elected. In the event of a tie, the Board will make the final decision. The announcement of the list of successful candidates will be sent out in writing or made at the Bi-Annual Conferences.
Section 5
Other than the initial Directors, each Director shall commence holding office on the first of January occurring after the Bi-Annual Election Date on which such Director was elected. Each Director shall hold office for two years until the first of January occurring after the next Bi-Annual Election Date and shall serve in accordance with the By-laws, until his respective successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. Each Director is eligible for reelection for successive terms.
Section 6
Any Director may resign at any time by delivering his resignation in writing to the President, the Secretary, or to the Society at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
Section 7
A Director may be removed with or without cause by the vote of two-thirds of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the Board proposing to remove him.
Section 8
Any vacancy in the Board of Directors may be filled by the Directors at any meeting, unless previously filled by the members on a Bi-Annual Election Date. Each such successor shall hold office for the unexpired term in accordance with the By-laws, until his successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. The Directors shall have all their powers notwithstanding the existence of one or more vacancies in their number.
Section 9
The Board shall meet regularly and at least once every a year, as called by the President. A regular meeting of the Board will be held during a Bi-Annual Conference (as defined below) of the Society. Special meetings of the Board may be held at the request of the President, or by the written request of two of the Directors, at any time and at any place.
Section 10
Notice of the time and place for all meetings of the Board shall be given to each Director at least two months by the Secretary before that meeting takes place unless the President or a majority of the Directors agree to hold a meeting within a shorter period of notice. The purpose of the special meetings of the Board will be announced to the Directors at least two months before the meeting will take place. Any Director wishing to place an item on the agenda shall notify the President in writing at least forty-five days prior to the meeting. The Secretary shall mail a preliminary agenda for the meeting of the Board to the Board at least one month prior to the meeting. The Treasurer shall present an accounting during these meetings of funds received and expended.
Section 11
A majority of the Directors shall constitute a quorum at any meeting of the Board for the transaction of business, and the act of a majority of the Board present at any meeting at which there is a quorum shall be an act of the Board, except as may be otherwise specifically provided by law, the Articles of Organization or by these By-laws.
Section 12
Directors may participate in any meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating at the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 13
Any action required to be taken or permitted to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Directors then in office. Such consent shall have the same force and effect as a unanimous vote of the Board at a meeting of the Board.
Section 14
By an affirmative vote of at least two-thirds of the Directors then in office, the Board shall have the power to take any the following actions without any member approval:
- amend the By-laws of the Society;
- amend the Articles of Organization of the Society;
- authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Society or adopt a plan for the distribution of the assets of the Society;
- authorize the merger of the Society with or into any other entity;
- amend, alter, or repeal any prior action or resolution of the Board; and
- effect a dissolution of the Society.
ARTICLE IV - OFFICERS
Section 1
The officers of the Society shall be elected by the Directors immediately after the Bi-Annual Election Date and shall consist of the President, first and second Vice-Presidents, the Secretary, the Treasurer and other officers, if any, as the directors may determine. Each of the officers must also be a Director and a member. A Society officer may hold no more than one office at a time.
Section 2
Except for the initial officers, the terms of each officer shall commence on the first of January occurring after the Bi-Annual Election Date on which such officer was elected. Each officer of shall hold office until the first of January occurring after the next Bi-Annual Election Date and shall serve in accordance with these By-laws, until his successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. In the event that any officer dies, resigns, is removed or otherwise ceases being a Director of the Society, such person shall be automatically removed as an officer of the Society.
Section 3
An officer may resign at any time by delivering his resignation in writing to the President, the Secretary, or to the Society at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
Section 4
An officer may be removed with or without cause by the vote of two-thirds of the Directors then in office. An officer may be removed for cause only after reasonable notice and opportunity to be heard before the Board.
Section 5
Vacancy in an office may be filled by the Directors at any meeting. Each such successor shall hold office for the unexpired term in accordance with these By-laws until his successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.
Section 6
The President shall be the chief executive officer of the Society and shall hold office until the first of January occurring after the next Bi-Annual Election Date in accordance with these By-laws, until his successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. The President shall act as the Chair of the meetings of the Board and at the Bi-Annual Conferences. The President shall exercise general supervision over the property, business, and affairs of the Society, shall perform such other duties as may be prescribed by these By-laws or assigned to the President by the Board and shall coordinate the work of the other Directors and officers. The President may at any time appoint members of committees.
The President shall act as the spokesperson of the Society in official dealings. The President shall represent the Society in court. The President shall send annually to the members a message of the State of the Society. The President shall call meetings of the Board, at least once every year.
At the expiration of the two-year term and upon the election and qualification of a successor, the President shall assume the position of Immediate Past President for a term of two years.
Section 7
The First Vice-President, in the case of the death or absence of the President or the inability of the President to act, shall perform the duties of the President and, in any such event, shall have and exercise all of the above-specified powers of the President. The First Vice-President will function as President-elect, in that after their 2 yr term, this person will become the new OTS President, without a new election needed for that office (assuming they are still willing and able to assume this role). The First Vice-President also will not need to be re-elected onto the Board by the members at the expiration of their two year term in office.
The Vice-Presidents shall have such other powers and duties as may be determined by the Directors.
Re-election of the Second Vice President to additional consecutive two-year terms is possible.
Section 8
The Immediate Past President will assist the President in maintaining continuity of the Society and in carrying out any special functions and duties assigned by the President and approved by the Board. The Immediate Past President shall hold office for a term of two years. The Immediate Past President shall chair the Nominations Committee. The Immediate Past President shall also serve as a Director, ex officio.
Section 9
The Secretary shall record the minutes of the meetings of the Board. The Secretary will maintain the membership roll. The Secretary shall have charge of the seal of the Society and shall have authority to attest documents, contracts, deeds, and other instruments for the Society and to affix the corporate seal thereto. The Secretary shall be responsible for counting the votes at all meetings and giving all notices required by law, the Articles of Organization or these By-laws. The Secretary shall work with the President and committees in preparing the agenda for all meetings. The Secretary shall be responsible for distributing official reports, announcements and information material. The Secretary shall act in close collaboration with the Treasurer of the Society and be familiar with finances so that in the event of absence or incapacity of the Treasurer shall be able to temporarily fulfil the duties of the Treasurer until the Treasurer resumes his or her duties or a new treasurer is appointed. The Secretary shall perform such other duties as may be delegated to the Secretary by the President or by the Board.
The Secretary shall hold office for a term of two years in accordance with the By-laws until his successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. Re-election of the Secretary to additional consecutive two-year terms is possible.
The Secretary shall be a resident of Massachusetts unless the Society has a resident agent duly appointed for the purpose of service of process.
Section 10
The Treasurer shall have charge and custody of the funds, securities, and other like property of the Society and shall be responsible for the receipt, investment, safeguarding, and disbursement of the funds of the Society. The Treasurer shall be responsible for collection of the Society’s annual membership dues. The Treasurer may endorse checks, drafts, and other instruments for the payment of money for deposit or collection by the Society, and shall deposit the same in such bank or banks as the Board may designate, and the same shall not be withdrawn therefrom except by checks, drafts, or orders to be signed in the manner designated below. The Treasurer shall perform such other duties as may be delegated to the Treasurer by the President or by the Board.
The Treasurer shall submit an accounting of the financial condition of the Society to the President and the Board following the end of each calendar year. The Treasurer shall act in close collaboration with the Secretary and keep informed of the duties of the latter. In the event of the absence or incapacity of the Secretary, the Treasurer shall temporarily fulfill those duties until the Secretary resumes the duties or a new Secretary is appointed. The Treasurer shall perform such other duties as may be delegated to the Treasurer by the President or by the Board.
The Treasurer will reside in the United States, and will hold office for a term of two years in accordance with the By-laws until his successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. At the expiration of the two-year term and upon the election and qualification of a successor, the Treasurer shall assume the position of Immediate Past Treasurer for a term of two years. The Immediate Past Treasurer shall also serve as a Director, ex officio.
Section 11
Except as otherwise directed by the Board, the President (or his designee from among the Directors) and the Secretary or the Treasurer shall execute contracts on behalf of the Society.
ARTICLE V - Membership
Section 1
Any person of any nationality who is actively engaged in or evidences an active interest in any area of oligonucleotide therapeutics is eligible for membership in the Society provided that the applicant has agreed to be bound by the By-laws and other operating rules of the Society and the applicant has paid such dues as shall have been prescribed by the Board for membership in the class to which the applicant has applied for membership.
Section 2
Applicants for new membership shall submit to the Secretary an official membership application form. Membership will be effective upon payment of the first annual membership dues and upon acceptance of the membership application by the Secretary or his designee. Membership in the Society shall not be transferable or assignable.
Section 3
The membership of the Society shall be divided into the following classes: regular members, student members, and emeritus/honorary members. Student members shall not have any voting rights. Regular, emeritus, and honorary members shall be entitled to vote only for the election of the Directors on the Bi-Annual Election Dates. No member shall have any other voting rights.
Regular Members
Any individual who qualifies under Article V, Section 1, may become a regular member on the basis of submission of an application as designated in Article V, Section 2. Each regular member shall have the rights and privileges as stipulated in the By-laws and shall pay such dues as prescribed by the Board for regular membership.
Student Members
Any individual who qualifies under Article V, Section 1, and is officially matriculated in a college or university in an undergraduate or graduate program, may become a student member, on the basis of submission of an application as designated in Article V, Section 2. Certification of student status by his academic institution or department is required. Each student member shall have the rights and privileges as stipulated in these By-laws. Student members shall pay such dues as prescribed by the Board.
Emeritus and Honorary Members
Any regular member may be considered for transfer to emeritus or honorary member status upon written request to the Secretary. The Board shall approve all applications for emeritus or honorary member status. Such emeritus or honorary members shall not pay dues, but shall be accorded the other privileges of a regular member.
Eligibility for emeritus membership status consists of voluntary or circumstantial retirement from active work in a field of oligonucleotide therapeutics.
Individuals who have made outstanding contributions to the Society on a sustained basis or have made outstanding contributions to the field of oligonucleotide therapeutics, may be granted honorary membership status in the Society. Selection to the honorary membership status requires a majority vote of the Directors.
Section 4
Each member, other than student members, in good standing has the right to exercise one vote for the election of the Directors by written proxy on the Bi-Annual Election Date, the results of which shall be sent out in writing or announced at the Bi-Annual Conferences. Members shall have no other voting rights.
At least once every two years, the Society will sponsor a scientific conference (“Bi-Annual Conference”).
A member in good standing may nominate candidates for the Board and the scientific advisory committee.
A member in good standing will be entitled to receive such other benefits and privileges as determined from time to time by the Board, including a subscription to a journal published by the Society. Such benefits and privileges may be modified or terminated by the Board, in the Directors’ discretion.
Section 5
Membership may be terminated upon the occurrence of any the following events:
a. Membership may be terminated by a member at any time by a written notice to the Secretary. Dues paid in advance will not be refunded.
b. Membership is terminated by the death of a member or following dismissal pursuant to Article V, Section 6.
c. Membership shall be automatically forfeited for non-payment of dues after receipt by the member of notice of non-payment from the Treasurer. The Treasurer shall send this note after approximately 90 days of non-payment. The member will be dropped from membership if she or he is in arrears 180 days in payment of dues. Notwithstanding the cure period specified above for the membership, a member’s subscription to a journal published by the Society shall terminate immediately upon expiration of such member’s dues.
d. Members dropped for non-payment of dues shall follow the standard procedure for new members in order to become reinstated as regular member of the Society.
Section 6
The Board may initiate proceedings for the expulsion of any member for cause. Cause shall mean any effort of or any action by the member directed against the goals of the Society or adversely affecting the reputation of the Society or which may harm the Society. Charges of injurious conduct shall not be raised against a member unless the precise nature of the charges is submitted in writing to the President of the Society by no less than three members. Upon receipt of such charges, the President shall refer them to the Directors, who shall have the power to determine whether the charges shall be dropped, whether the charged member shall be given the opportunity to resign, or whether the charged member shall be referred to the Review Panel for action. The member shall be notified of the charges against him or her by certified mail. A hearing shall be held before the Review Panel comprised of at least four Directors and three other members of the Society in good standing, as selected by the Board. The member shall be entitled to confront witnesses who testify against him or her. The Review Panel, by majority vote, may recommend expulsion. The Board shall then take action to terminate such member’s membership.
ARTICLE VI - The SCIENTIFIC Advisory Committee
This scientific advisory committee, to be selected by the Directors, will be comprised of up to approximately 20 outstanding scientists from appropriate research areas of relevance to Society members. Their role will include advising the Board on all matters brought before them by the Board, serving on other advisory committees of the Society as requested by the President, and bringing topics to the Board that are relevant to the Society or of potential benefit to the Society members. Scientific advisory committee members will serve for two-year terms, in the discretion of the Board. Any member of the scientific advisory committee may resign at any time by delivering his resignation in writing to the President, the Secretary, or to the Society at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Re-appointment of any scientific advisory committee member for additional consecutive two-year terms is possible.
The Nominations Committee shall nominate at least two members of the Society for each scientific advisory committee position.
A member of the scientific advisory committee may be removed with or without cause by the vote of a majority of the Directors then in office. A member of the scientific advisory committee may be removed for cause only after reasonable notice and opportunity to be heard before the Board proposing to remove him.
ARTICLE VII - OTHER Committees
Section 1
The Directors may elect or appoint one or more committees, which shall consist solely of Directors. The Directors may delegate to any such committees any or all of the powers of the Directors, except those which by law, by the Articles of Organization or by these By-laws they are prohibited from delegating. Unless the Directors otherwise determine, the Executive Committee (if any) shall have all of the powers of the Directors during intervals between meetings of the Directors, except for the powers specified in Section 55 of Chapter 156B of Massachusetts General Laws.
The Board may also create such standing advisory committees as deemed necessary to promote the purposes and carry on the work of the Society. The advisory committees may advise the Board, but shall not exercise the power of the Board.
Section 2
The President may, from time to time, appoint or remove, with or without cause, members of committees. Each member of a committee shall serve (i) until his successor is chosen and qualified, (ii) until he sooner dies, resigns, is removed or becomes disqualified, (iii) until such committee is terminated by the Board or (iv) until the number of members on such committee is reduced by the Board. A person may serve as a member on one or more committees.
Section 3
Except as otherwise provided herein, one member of each committee shall be appointed Chair by the President.
Section 4
Any member of a committee may resign at any time by delivering his resignation in writing to the President, the Secretary, or to the Society at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
Section 5
Any vacancy in a committee may be filled by the President. The committee members shall have all their powers notwithstanding the existence of one or more vacancies in their number.
Section 6
Unless otherwise provided in the resolution of the Board establishing such committee, a majority of the committee members then in office shall constitute a quorum, and an act of a majority of the committee members present at any meeting at which there is a quorum shall be an act of such committee.
Section 7
Members of a committees may participate in any meeting of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating at the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 8
Any action required to be taken or permitted to be taken by a committee, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members of such committee then in office. Such consent shall have the same force and effect as a unanimous vote of the Board at a meeting of the Board.
Section 9
The Board may establish one or more advisory committees, including, but not limited, to the following:
a. Nominations Committee. This committee shall be appointed by the President and shall be chaired by the Immediate Past President, or if he or she is unable or unwilling to serve, by the President. The Nominations Committee shall consist of up to seven members. The committee shall nominate at least two members of the Society for each Board or scientific advisory committee position. All candidates for Board nomination recommended by the Nominations Committee must be approved by the Directors before they are put forward for election.
b. Program Committee. This committee shall be chaired by one or more members of the Board of Directors, who shall be appointed by the President with the approval of the Board. This committee will be responsible for advising the Board as to the scientific program of the meetings of the Society. Under the oversight of the Board, the program committee shall select the plenary speakers, review submitted abstracts and select papers for oral presentations and poster sessions. The committee shall be responsible for the development and publication of the program and the book of abstracts or similar documents. The President shall appoint up to seven members for this committee.
c. Publication and Publicity Committee. This committee shall be responsible advising the Board with respect to all matters relating to publications affecting the Society and for publishing a newsletter. This committee shall mail promotional information to members of the Society requesting that they attempt to enlist new members. This committee shall distribute information of the Society to related national and international meetings, to appropriate academic departments and industrial companies. The President shall appoint up to five members for this committee.
d. Membership Committee. This committee shall be responsible for recruiting new members for the Society. The President shall appoint up to seven members for this committee.
e. Finance Committee. Under the oversight of the Board, this Committee shall be responsible for fund-raising for the Society. The Treasurer shall be a member of this committee ex officio. The President shall appoint up to seven members for this committee.
f. Awards Committee. This Committee shall make recommendations to the Board for awarding and distributing funds and/or awards to grantees, fellows, and other recipients. The President with the approval of the Board shall appoint this Committee. The President shall appoint up to five members for this committee.
Section 10
The Board shall review the status and composition of all standing and ad hoc committees at its regularly scheduled meetings. All committees shall provide a written report of their business to the Board at least two weeks prior to such meeting.
ARTICLE VIII - Finances
Section 1
The amount of membership dues shall be determined by a majority vote of the Board present at any meeting at which there is quorum and shall be assessed annually.
Section 2
The funds of the Society shall be expended in accordance with the following regulations:
a. All checks, drafts, or orders for payment of money and all notes shall be signed by the Treasurer and at least one other person so authorized and designated by the Board, or alternatively, with the express consent of the President.
b. Funds may be expended by the Treasurer to meet the needs and obligations of the Society in accordance with the budget approved by the Board or with the approval of the committee described in Article VIII Section 2(c).
c. Three Directors selected by the Board, including the President, shall be empowered to approve special expenses that are not included in the budget approved by the Board.
d. Funds raised by the Local Organizers of a conference shall be allocated to the conference budget. Funds raised from membership dues or by the Directors or committees shall be sent directly to the Treasurer of the Society.
e. Funds for international conferences shall be budgeted by consultation and agreement between the Local Organizers and the Board, and approved by the Board. The Board must approve the budget of each conference operated by the Society. Any funds remaining after all obligations for a conference have been met shall be returned to the Treasurer.
ARTICLE IX - International Conferences
Section 1
The Society shall serve as the primary sponsoring agency of “Bi-Annual Conferences” and members of the Program Committee as well as the President and the Secretary shall serve as the officers of each conference.
Section 2
The Bi-Annual Conference shall be held every other year, commencing in 2004 at a time and place to be selected by the Board after considering recommendations from the Program Committee.
Section 3
Requests to host a Bi-Annual Conference may be made by any member in good standing of the Society to the President. A request should be in the form of a proposal outlining how the local organizers intend to operate the conference and what financial contributions can be made by the local organizers. An estimate of costs should be included in the proposal.
Section 4
The program of each Bi-Annual Conference, including selection of plenary speakers and oral communications, will be established by the Program Committee together with the local organizers.
Section 5
A Bi-Annual Conference will be held alternately in Europe and North America, except as otherwise determined by the Board.
Section 6
Special symposia on particular topics related to oligonucleotide therapeutics may be organized and/or sponsored by the Society. Requests to host a special symposium may be made in writing by any member in good standing of the Society to the President at least six months in advance. The Board shall decide whether or not such special symposium will be held.
ARTICLE X - SEAL
The corporate seal of the Society shall consist of two (2) concentric circles, between the edges of which shall be engraved the words: Oligonucleotide Therapeutics Society, Inc., and across the center thereof the words: Corporate Seal.
ARTICLE XI - Fiscal year
The fiscal year of the Society shall begin on January 1st and shall end on December 31st, but may be changed by resolution of the Board.
ARTICLE XII - CONFLICT OF INTEREST
Subject to the Articles of Organization and any applicable law, the Directors shall adopt a conflict of interest policy covering the corporation’s Directors, officers, and such staff as may be specified in the policy.
ARTICLE XIII - Amendments
The By-laws may be amended, repealed, or altered by the Board in whole or in part. The President shall announce amendments to the By-laws at the earliest reasonable time.
ARTICLE XIV - Dissolution of the Society
All members will be notified by a written statement in the event of the dissolution of the Society.
