Statutes & By-laws
Articles of Association
Table of Contents
Go to Articles of By-Laws
Article I - Name
The name of this unincorporated association is "Comparative
Gastroenterology Society" hereinafter referred to as "CGS".
Article II - Objectives
The purpose of the CGS is to encourage professional improvement
and interchange of knowledge and ideas among those persons
interested in comparative gastroenterology (i.e., the study of
digestive organs, such as esophagus, stomach, intestines, liver,
and pancreas). Said organization is organized exclusively for
charitable, educational, and scientific purposes, including, for
such purposes, the making of distributions to organizations that
qualify as exempt organizations under section 501 (c) (3) of the
Internal Revenue Code, or corresponding section of any future
federal tax code.
The objectives of the CGS are:
- To foster the development and application of the science and
art of comparative gastroenterology by providing leadership in all
aspects of this field, including patient care, teaching,
professional development, and research.
- To organize, sponsor, and encourage scientific meetings and to
promote discussion and interchange of information through meetings,
electronic media, such as web sites and list serves, and dialog
- To encourage scientific research in the field of comparative
gastroenterology through providing research grants and facilitating
the collaboration and exchange of ideas between investigators.
- To encourage the presentation and publication of scientific
findings in the area of comparative gastroenterology.
- To encourage and support young investigators in the field of
Article III - Powers
Acting through the Officers and the Board of Directors,
collectively called the "Governing Board" or the "Board", subject
to the powers and restrictions of its By-laws, the CGS is empowered
to do all and only such as are necessary or convenient to the
objectives and purposes herein set forth; and to the same extent
and as fully as any natural person might or could do, to enter
into, make, perform, or carry out contracts with any firm, person,
corporation, or association except purchasing, leasing, holding,
selling, mortgaging, or otherwise acquiring or disposing of real or
personal property; and to do any acts necessary or expedient for
carrying on any or all of the objectives of the association not
forbidden by its By-laws.
The private property of the members shall not be subject to the
payment of association debts to any extent whatsoever.
The CGS is not organized for profit.
The CGS shall vest its general management in the Governing Board
for the formulation of policy, and in the officers for the
execution of policy.
No part of the net earnings of the organization shall inure to
the benefit of, or be distributable to its members, trustees,
officers, or other private persons, except that the organization
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 in the purpose clause hereof
(Article II). No substantial part of the activities of the
organization shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the organization shall not
participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of any
candidate for public office. Notwithstanding any other provisions
of this document, the organization shall not carry on any other
activities not permitted to be carried on (a) by an organization
exempt from federal income tax under section 501 (c) (3) of the
Internal Revenue Code, or corresponding section of any future
federal tax code, or (b) by an organization, contributions to which
are deductible under section 170 (c) (2) of the Internal Revenue
Code, or corresponding section of any future federal tax code.
Article IV - Membership
The CGS shall have 3 categories of membership: honorary, full,
and training. All members of the CGS regardless of membership
category enjoy all privileges of membership in the CGS.
Membership shall be obtained by application to the
Secretary-Treasurer of the CGS. With the exception of honorary
membership, membership must be renewed annually by payment of dues
as outlined in the By-laws.
The conditions of membership shall be as stated in the By-laws
of the CGS.
Article V - Quorum
A quorum for purposes of proposing amendments to the Articles of
Association or the By-laws, expulsion of members, or other CGS
business shall be 20% of the entire membership. Election of
Directors and Officers shall be by ballot (mail or electronic) and
20% of members shall have voted to constitute a valid election.
Article VI - Amendments
Amendments to the Articles of Association may be proposed at any
annual meeting of the CGS. Every proposed amendment shall be
submitted to the Board of Directors at least 90 days before the
annual meeting, over the signature of at least 4 members, for
consideration and recommendation by the Board before submission of
the amendment to the full membership. Notice of any such proposed
amendment, together with the Board's recommendation, shall be sent
(by postal mail or electronic mail) to each member of the CGS at
least 60 days before the annual meeting. The vote for an amendment
can occur during the annual meeting or by postal or electronic
Balloting shall be by postal mail or electronic mail with a
return date specified.
An affirmative vote of two thirds of the voting members shall be
required for the adoption of an amendment.
Article VII - Dissolution
The CGS can only be dissolved by unanimous recommendation of the
Board of Directors and two thirds vote by the entire membership
(voting or non-voting).
Upon the dissolution of the organization, assets shall be
distributed for one or more exempt purposes within the meaning of
section 501 (c) (3) of the Internal Revenue Code, or corresponding
section of any future federal tax code, or shall be distributed to
the federal government, or to a state or local government, for a
public purpose. Any such assets not disposed of shall be disposed
of by the Court of Common Pleas of the county in which the
principal office of the organization is then located, exclusively
for such purposes or to such organization or organizations, as said
Court shall determine, which are organized and operated exclusively
for such purposes.
These Articles of Association were adopted on June
4th 2006 and amended on August 2nd 2007 by
unanimous electronic vote (vote by e-mail) by the Board of
On behalf of the board:
Secretary-Treasurer: Jörg M. Steiner
Articles of By-Laws
Table of Contents
Go to Articles of Association
Article I - Governing Board of Directors and Election of
The Governing Board of Directors shall consist of the President,
the President-Elect, the Secretary-Treasurer, the Immediate
Past-President, the Webmaster, and two At-Large Directors. The
governing board shall operate without compensation.
The President, the President-Elect, and the Secretary-Treasurer
shall be full members elected by ballot (by mail or electronic) by
a majority of the members voting. Each of these officers will be
elected for two years, with the term beginning in conjunction with
the annual meeting of the CGS. After the completion of the term,
the President-Elect shall automatically assume the role of
President and the President shall assume the role of the Immediate
Past-President. The Secretary-Treasurer may be re-nominated for
The "Webmaster" shall be a full member and shall be elected by a
majority of the members voting. The Webmaster's term of office
shall be two years with the term beginning in conjunction with the
annual meeting of the CGS. The Webmaster may be re-nominated for
Two At-Large Directors shall be full members and shall be
elected by a majority of the members voting. Their term of office
shall be three years with the term beginning in conjunction with
the annual meeting of the CGS. At-large Directors may not be
nominated for election while serving on the Board.
Nominations for all elected offices shall be made by a committee
of three members, consisting of the Immediate Past-President, and
two other members, designated by the Board. At least one candidate
shall be nominated for each of the offices. The ballot shall
provide a space for a write-in candidate for each office. Should
vacancies in any office occur, the Board shall hold a ballot (by
mail or electronically) to elect a full member to fill that office
for the un-expired term.
Article II - Duties of Officers
President: The President shall preside over all meetings of the
Board and the Society and shall be an Ex-Officio member of all
committees and shall perform the duties of such office.
President-Elect: The President-Elect shall preside at meetings
in the absence of the President, and shall succeed to the duties
and office of the President should that office be vacated prior to
the next election. The President-Elect, with the help of other CGS
members, shall be responsible for all scientific sessions sponsored
by the CGS.
Secretary-Treasurer: The Secretary-Treasurer shall serve the
Society under the general direction of the Board. The
Secretary-Treasurer shall record minutes of all the meetings,
conduct ballots, collect dues and fees, issue receipts for dues and
fees when needed, pay bills and expenses, and arrange for
safekeeping and audit of the funds of the Society. The
Secretary-Treasurer shall submit a financial statement at each
Board meeting and annual membership meeting and perform such other
duties as may be necessary for the conduct of this office.
Article III - Duties and Powers of the Governing Board
The Board shall have the duties and powers ordinarily delegated
to the governing body of an association. Those responsibilities are
given by the Articles of Association.
The Board shall also have the following additional duties:
- The Board shall keep the membership informed concerning its
work and activities.
- The Board shall exercise its stated authority in promoting and
attaining the objectives of the Society.
Article IV - Membership
Honorary Members may be chosen as an award to persons who have
made an outstanding contribution to comparative gastroenterology.
The Governing Board shall receive nominations for honorary
membership and the Board shall cast a majority vote in favor of a
nominee before granting honorary membership. The nominator shall
make a presentation to the membership highlighting the achievements
of the nominee in the field of comparative gastroenterology during
the annual meeting.
Full Members of the Society must have one of the following: 1) a
professional medical degree (DVM, MD, DDS, or degrees considered
equivalent by the Board), 2) a Ph.D. or M.S. degree in one of the
biological sciences, or 3) recognition by the Board as an active
scientific contributor to comparative gastroenterology. Each member
must be actively engaged in gastroenterology. Full Members must
renew their membership annually.
Training Members must be students in a veterinary medical school
recognized by the American Veterinary Medical Association, students
enrolled in medical or dental professional school, students
actively pursuing an M.S., Ph.D., or other postgraduate training
program in one of the biological sciences, or interns or residents
in a veterinary specialty field. Training members pay reduced
annual dues, and must renew membership annually.
Article V - Meetings
The regular meetings of the Board and the Society shall be held
annually at the time and place designated by the Board. Special
meetings may be called by the President and shall be called by the
President upon recommendation of a majority of the Board. Meetings
of the Society shall be announced by mail to the entire membership
not less than sixty days prior to the stated time of the
Article VI - Dues and Fees
The dues shall be as follows: Full members - an amount proposed
by the Board and approved by members; Training members - an amount
less than that required of full members, proposed by the Board and
approved by the members; Honorary members - none.
Dues shall become payable January 1 of each year to the
Secretary-Treasurer. A member will become delinquent six months
after due date and shall then be removed from the membership
All new and renewal applications for membership shall be
accompanied by the current annual dues.
Article VII - Discipline
The Board shall, upon presentation of proper cause, have
authority to recommend censure, suspension, or cancellation of any
membership. Such recommendations become effective by majority vote
Article VIII - Conduct of Business
A quorum of the Board shall consist of a simple majority of the
Members of the Board.
Article IX - Amendments
Proposed amendments to these By-laws shall first be submitted to
the Board for recommendation. Any proposed amendment with the
recommendation of the Board shall be submitted to all members by
ballot (by mail or electronically). An affirmative vote of
two-thirds of the voting members shall be required for the adoption
of the proposed amendment.
Article X - Ratification
These By-laws shall be considered to be ratified thirty (30)
days after receipt of a seventy-five percent (75%) vote of approval
from the voting members of the Society.
The Comparative Gastroenterology Society was organized and
constituted June 4th, 2006, according to the statutes of
the state of Texas.