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BYLAWS OF AMERICAN CYTOGENETICS CONFERENCE, INC.
The American Cytogenetics Conference, Inc. (the “Corporation”) shall be a nonprofit corporation organized under the Georgia Nonprofit Corporation Code and shall receive contributions and serve the purposes authorized in the Articles of Incorporation, solely and exclusively for charitable, humane, scientific, literary, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
The Corporation is organized and shall be operated exclusively for charitable, humane, educational, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation: (i) to solicit and receive contributions; (ii) to enhance and promote the quality and quantity of cytogenetic services; (iii) to provide a forum for exchange of information and education among professionals, students, public health professionals, and consumers of genetic and cytogenetic services; (iv) to enter into other such related business in such manner as determined by the Board of Directors from time to time; and (v) to engage in any lawful act or activity for which corporations may be organized under the Georgia Non-Profit Corporations Code. Solely for the above purposes, the Corporation is empowered to exercise all rights and powers conferred by the laws of the State of Georgia upon nonprofit corporations, including, but without limitation thereon, to receive gifts, devises, bequests and contributions in any form, and to use, apply, invest and reinvest the principal and/or income therefrom or distribute the same for the above purposes.
2.1. Definitions. As used in these Bylaws regarding the right to notice of a meeting of members or a waiver thereof or to participate or vote or to consent in writing in lieu of a meeting, as the case may be, the term “member” or “membership” refers to any person who is entitled to vote for any action of the Corporation, including (but not limited to) the election of directors and officers of the Corporation pursuant to Article 6 of these Bylaws.
2.2. Date and Time of Meetings. The biennial meeting of the members of the Corporation shall be held on the date and at the time designated, from time to time, by the Board of Directors.
2.3. Notice of Meeting. Written notice stating the place, day, and hour of each meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days (or not less than any other such minimum period of days as may be prescribed by the Georgia Nonprofit Corporation Code) nor more than sixty (60) days before the date of the meeting, either personally or by first class mail by or at the direction of the President or the directors calling the meeting, to each member of record entitled to vote at such meeting. When a meeting is adjourned to another time or place it shall not be necessary to give any notice of the new date, time, or place if the date, time, or place are announced at the meeting before adjournment. If, however, a new record date is or must be fixed under the Georgia Nonprofit Corporation Code, a notice of the new meeting shall be given to persons who are members as of the new record date. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.
2.4. Waiver of Notice. A member may waive any notice required by the Georgia Nonprofit Corporation Code, the Articles of Incorporation, or these Bylaws before or after the date and time of the required notice. The waiver must be in writing, signed by the member entitled to notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.
2.5. Members List. After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a members’ meeting. The members list shall be available for inspection at the time and place of the meeting by any member or the member’s agent or attorney.
2.6. Quorum and Action of Members. At all meetings of the members, a majority of the votes entitled to be cast on a matter shall constitute a quorum for action on that matter, unless the Georgia Nonprofit Corporation Code, the Articles of Incorporation, or a provision of these Bylaws approved by members, as the same are now enacted or hereafter amended, provides otherwise. If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Georgia Nonprofit Corporation Code, the Articles of Incorporation, or a provision of these Bylaws adopted by the members under section 14‑3‑1021 of the Code or any successor statute, requires a greater number of affirmative votes.
2.7. Action Without a Meeting. Any action required or permitted by the Georgia Nonprofit Corporation Code to be taken at a members’ meeting may be taken without a meeting if a majority of the members entitled to vote on such action, or the appropriate percentage of members designated in the Articles of Incorporation or elsewhere in these Bylaws, sign one or more written consents describing the action taken and the consents are delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No such written consent shall be valid unless the provisions of section 14‑3‑704 of the Georgia Nonprofit Corporation Code or any successor statute are followed.
BOARD OF DIRECTORS
3.1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors (sometimes hereinafter referred to collectively as the “Board” or “Directors” and each member individually as “Director”). The Board shall have charge of the funds of the Corporation, shall authorize expenditures, formulate program policies, fill such vacancies among the officers and Directors as may occur between meetings, and conduct such other business as may be desirable. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts permitted by the Georgia Nonprofit Corporation Code, the Articles of Incorporation, or these Bylaws and not otherwise reserved to the membership by the Articles of Incorporation or Bylaws.
3.2. Number and Term of Office. The Board of Directors shall consist of the officers of the Corporation, the most recent past president of the Corporation, and three (3) other Directors elected from the active membership of the Corporation. One (1) or two (2) of the Directors chosen from the active membership shall be elected, in a manner consistent with Article VI contained herein, at the biennial meeting to serve a four (4)-year term.
3.3. Removal of Directors. At any meeting of the Directors with respect to which notice of such purpose has been given, all the Directors or any individual Director may be removed, with or without cause, by the affirmative vote of a majority of the then incumbent Directors entitled to vote at such meeting, provided that a quorum is present at such time. Any vacancy on the Board of Directors brought about pursuant to this Section 3.3 may be filled by the affirmative vote of a majority of the Directors present at the time the vote is taken, provided that a quorum is present at such time. Any such vacancy not so filled may be filled at a special meeting of the Directors called thereafter for such purpose.
3.4. Vacancies. A vacancy occurring in the Board of Directors, other than by removal pursuant to Section 3.3 of these Bylaws, may be filled by the affirmative vote of a majority of the Directors remaining in office, even though less than the full number of directors are serving at such time.
MEETINGS OF THE BOARD OF DIRECTORS
4.1. Regular Meetings. The Board of Directors shall meet at the time of the biennial meeting of the Corporation. The Board may consider and decide any business brought before a regular meeting by any Director. Between the biennial meetings, the Board may vote and transact business by mail, telephone, or by any other method permitted by the Georgia Nonprofit Corporation Code.
4.2. Special Meetings. Special meetings of the Board of Directors may be called by the President or by any four (4) members of the Board of Directors. A special meeting shall be called each year to ensure that the Board will meet at least once a year.
4.3. Place of Meetings. Meetings shall be held at such place within or without the State of Georgia as shall be determined by the Board of Directors.
4.4. Notice of Meetings. No notice shall be required for the regular biennial meetings for which the time and place have been fixed and announced by the end of the preceding regular meeting. Unless waived in a writing signed by the Director entitled to notice of the meeting to which the waiver pertains, or by attendance at the meeting for any purpose other than to object to the transaction of business, written notice of the time and place of special meetings of the Board of Directors shall be given to each Director either by telephone, personal delivery, or by mail, courier, telegram, or cablegram at least two days before the scheduled time for convening of the meeting. If mailed, such notice shall be sent by registered or certified mail, return receipt requested, and shall be deemed to be delivered only when actually received by the addressee, as evidenced by such return receipt.
4.5. Conduct of Meetings. The President of the Corporation shall preside over the Board of Directors at all meetings. If the President is not present, the Vice President shall preside over the meeting. The Secretary-Treasurer of the Corporation, if present, shall keep a record of the proceedings. If the Secretary-Treasurer is not present and acting, the person presiding at the meeting shall designate a person to act as secretary of the meeting, who may or may not be a Director or officer of the Corporation.
4.6. Participation by Conference Telephone. Members of the Board of Directors, or members of any committee designated thereby, may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 4.6 shall constitute presence in person at such meeting.
4.7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business.
4.8. Vote Required for Action. Each Director shall have one vote. Except as otherwise provided in these Bylaws or required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be an act of the Board of Directors.
4.9. Action Without Meeting. Any action required to be taken at a meeting of the Directors of the Corporation, or any action that may be taken at a meeting of the Directors or of a committee, if any, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by a majority of the Directors or a majority of the members of the committee, as the case may be, and shall be filed with the minutes of the proceedings of the Board of Directors or of the appropriate committee.
5.1. Number. The officers of the Corporation shall be a President, a Vice President and a Secretary-Treasurer.
5.2. Term. The President and the Vice President shall take office at the biennial meeting and shall serve for two (2) years. The Vice President succeeds the President upon the expiration of the President’s two-year term. In the event that the President cannot complete the term of office, the Vice President shall succeed to the presidency as soon as the existence of such a situation is determined by the Board of Directors, and the Vice President shall complete the term of the President as well as the succeeding two-year term. In the event that the Vice President is required to succeed the President and prematurely vacate the office of Vice President prior to the biennial meeting, the Board of Directors shall fill the vacancy by a majority vote of the Directors. The Secretary-Treasurer shall take office at the biennial meeting and shall serve for a term of four (4) years. If the Secretary-Treasurer is unable to complete the elected term of office, the Board of Directors shall designate a person to fill the office until a successor can be elected at the next biennial meeting.
5.3. Resignation and Removal. Any officer may resign by delivering a written resignation to the Corporation at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of Directors then in office. An officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon.
5.4. Vacancies. The Board of Directors may fill any vacancy occurring between biennial meetings by a vote of the majority of the Directors then holding office.
5.5. President. The President shall preside at all meetings of the Board of Directors, and shall possess the power to sign all certificates, contracts, and other instruments of the Corporation. The ultimate supervision of the affairs of the Corporation shall be vested in the President. It shall be the duty of the President to maintain strict supervision over all affairs and interests of the Corporation, and to monitor closely the actions of the Directors and staff personnel, if any, to ensure proper execution of the purposes of the Corporation and the policies of the Board of Directors. The President shall have such other powers and duties as the Board of Directors may prescribe from time to time.
5.6. Vice President. The Vice President shall succeed the President upon the completion of the President’s term of office or at such time as described in Section 5.2 of the Bylaws. The Vice President shall be responsible for planning the next biennial meeting.
5.7. Secretary-Treasurer. It shall be the duty of the Secretary-Treasurer to keep a record of the proceedings of all meetings of the Board of Directors; to notify the Directors of meetings as provided by these Bylaws; to have custody of the seal of the Corporation; to affix such seal to, any instrument requiring the same; to attest the signature or certify the incumbency or signature of any officer of the Corporation; and to perform such other duties as may be prescribed by the President or the Board of Directors, including (but not limited to) the training of his or her successor.
It shall be the duty of the Secretary-Treasurer to keep, or cause to be kept, the financial books and records of the Corporation; to account faithfully for its funds, financial assets, and other assets entrusted to the care and custody of the office; to make such reports as may be necessary to keep the President and the Board of Directors informed at all times about the financial condition of the Corporation; to maintain the money and other assets of the Corporation in the name and to the credit of the Corporation in such depositories as the Treasurer shall choose or as may be designated by the Board of Directors; to provide for the investment of the money and other assets of the Corporation consistent with the needs of the Corporation; to disburse such money and such assets in the course of its business; to maintain records of dues received; to create and maintain a yearly budget; to pay all bills and invoices for the Corporation; and to perform such other duties as may be prescribed by the President or the Board of Directors.
ELECTION OF DIRECTORS AND OFFICERS
6.1. Nominating Committee. The Nominating Committee shall consist of at least three members which shall include the President and other active members, with each additional committee member being appointed by the President, and of which, at least two being non-Director members selected from the active Membership.
6.2 Nominations. No later than two (2) months prior to the biennial meeting, the Nominating Committee shall submit to the full membership of the Corporation, through the Secretary-Treasurer, a slate of Director and officer nominees. The slate shall consist of a single nominee for the office of Vice President, a single nominee for the office of Secretary-Treasurer if an election is required for that office, and three (3) candidates for the Board of Directors. Members may vote by write-in for persons other than those shown on the ballot.
6.3 Election. The nominee for the office of Vice President shall be elected if she or he receives a majority of the votes cast for such office. The one (1) or two (2) (whichever number is being replaced that year) candidates for the Board of Directors who receive the most votes shall be elected.
The Secretary-Treasurer, with one other member of the Corporation of his or her own choosing, shall count the ballots prior to the meeting and shall report the results to the Board of Directors and to the membership of the Corporation at the time of the meeting. Newly elected officers and Directors shall take office at the biennial meeting.
7.1. Principal Office. The principal office for the business of the Corporation shall be located at such place as may be fixed from time to time by the Board of Directors.
7.2. Other Offices. Branch offices and places of business may be established at any time by the Board of Directors at any place or places where the Corporation is either qualified or not required by local law to be qualified to do business, whether within or without the State of Georgia or the United States of America.
7.3. Registered Office. The registered office of the Corporation established pursuant to section 14‑3‑501 of the Georgia Nonprofit Corporation Code, or any applicable succeeding provision, shall be the office named in the Articles of Incorporation and may be changed at any time by the Board of Directors by resolution and upon the filing of appropriate documents in the office of the Secretary of State of Georgia.
8.1. Authority to Indemnify. (a) Except as provided in subsections (b) and (c) of this Section 8.1, the Corporation shall indemnify an individual made a party to a proceeding because such individual is or was a Director against liability incurred in the proceeding, if such Director acted in a manner such Director believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, such Director had no reasonable cause to believe the conduct was unlawful.
(b) The Corporation may not indemnify a Director under this Section 8.1:
(1) In connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or
(2) In connection with any other proceeding in which the Director was adjudged liable on the basis that personal benefit was improperly received by the Director.
(c) Indemnification permitted under this Section 8.1 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.
8.2. Mandatory Indemnification. Unless otherwise provided in the Articles of Incorporation, to the extent that a Director has been successful, on the merits or otherwise, in the defense of any proceeding to which the Director was a party, or in defense of any claim, issue, or matter therein, because that individual is or was a Director of the Corporation, the Corporation shall indemnify the Director against reasonable expenses incurred by the Director in connection therewith.
8.3. Advance for Expenses. (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) The Director furnishes the Corporation a written affirmation of such Director’s good faith belief that such Director has met the standard of conduct set forth in subsection (a) of Section 8.1 of these Bylaws; and
(2) The Director furnishes the Corporation a written undertaking, executed personally or on the Director’s behalf, to repay any advances if it is ultimately determined that the Director is not entitled to indemnification under Section 8.1.
(b) The undertaking required by paragraph (2) of subsection (a) of this 8.3 must be an unlimited general obligation of the Director, but need not be secured and may be accepted without reference to financial ability to make repayment.
8.4. Determination and Authorization of Indemnification. (a) The Corporation may not indemnify a Director under Section 8.1 of these Bylaws unless authorized thereunder and a determination has been made in the specific case that indemnification of the Director is required in the circumstances because the Director has met the standard of conduct set forth in subsection (a) of Section 8.1.
(b) The determination shall be made:
(1) By the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the proceeding; or
(2) If a quorum cannot be obtained under paragraph (1) of this subsection, by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding; or
(3) By special legal counsel:
(i) Selected by the Board of Directors or its committee in the manner prescribed in paragraphs (1) or (2) of this subsection (b); or
(ii) If a quorum of the Board of Directors cannot be obtained under paragraph (1) of this subsection (b) and a committee cannot be designated under paragraph (2) of this subsection, selected by majority vote of the full Board of Directors (in which selection Directors who are parties may participate).
(c) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is required, except that if the determination that indemnification is required is made by special legal counsel, evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (3) of subsection (b) of this bylaw provision to select counsel.
8.5. Indemnification of Officers, Employees, and Agents. Unless the Articles of Incorporation provide otherwise:
(a) An officer of the Corporation who is not a Director is entitled to mandatory indemnification under Section 8.2 of these Bylaws to the same extent as a Director; and
(b) The Corporation may, in the discretion of the Board of Directors, indemnify and advance expenses to an officer, employee, or agent, who is not a Director, to the extent the Board deems appropriate, consistent with public policy.
8.6. Director’s Expenses as a Witness. This Article Eight does not limit the Corporation’s power to pay or reimburse expenses incurred by a Director in connection with such Director’s appearance as a witness in a proceeding at a time when such Director has not been made a named defendant or respondent to the proceeding.
9.1. Contracts, Deeds, and Loans. All contracts, deeds, mortgages, pledges, promissory notes, security documents, transfers, and other written instruments binding upon the Corporation shall be executed on behalf of the Corporation by the President or such officer or agent as the Board of Directors or the President may designate from time to time. Any such instrument required to be given under the seal of the Corporation may be sealed and attested by the Secretary-Treasurer.
9.2. Checks and Drafts. Checks and drafts of the Corporation shall be signed by such officer or officers or such other employees or persons as the Board of Directors from time to time may designate. The Board of Directors may provide by resolution for the authority of officers, employees, and other persons to deal with banks and other financial institutions on behalf of the Corporation.
9.3. Books and Records. The officers of the Corporation shall keep correct and complete books and records of account and shall keep minutes of meetings of the Board of Directors and committees of Directors.
9.4. Corporate Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.
10.1. Articles of Incorporation. Unless the Articles of Incorporation or the Georgia Nonprofit Corporation Code provides otherwise, amendments to the Articles of Incorporation may be made by reasonable resolution of the Board of Directors at a meeting at which two-thirds (2/3) of the entire membership of the Board are present and voting, provided that at least fifteen (15) days’ written notice is given to each Director of the time and place of such meeting and its purpose. Amendments to the Articles of Incorporation may also be made by resolution of the members adopted at any biennial or special meeting of the members by a vote of a majority of the members present in person unless the Articles of Incorporation or Georgia Nonprofit Corporation Code provides otherwise.
10.2 Bylaws. Unless the Articles of Incorporation or the Georgia Nonprofit Corporation Code provides otherwise, or the members in amending or repealing a particular bylaw provide expressly that the Board of Directors may not amend or repeal that bylaw, the Board of Directors may amend the Bylaws if the voting requirements provided in Section 4.8 of these Bylaws are satisfied, except as provided below. The members also may amend or repeal the Corporation’s Bylaws or adopt new Bylaws at any biennial or special meeting of the members by a vote of a majority of the members present in person unless the Articles of Incorporation or Georgia Nonprofit Corporation Code provides otherwise.