Articles of Association
Table of Contents
- Article I – Name
- Article II – Objectives
- Article III – Powers
- Article IV – Membership
- Article V – Quorum
- Article VI – Amendments
- Article VII – Dissolution
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 among members.
- 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 comparative gastroenterology.
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 ballot.
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 Directors.
On behalf of the board:
Secretary-Treasurer: Jörg M. Steiner
Articles of By-Laws
Table of Contents
- Article I – Governing Board of Directors & Election of Officers
- Article II – Duties of Officers
- Article III – Duties and Powers of the Governing Board
- Article IV – Membership
- Article V – Meetings
- Article VI – Dues and Fees
- Article VII – Discipline
- Article VIII – Conduct of Business
- Article IX – Amendments
- Article X – Ratification
Article I – Governing Board of Directors and Election of Officers
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 election.
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 election.
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 meeting.
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 list.
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 of members.
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.