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Bylaws of the ASBMB DEUEL Conference on Lipids

Article 1

Section 1.1: Conference Name

The name of this conference is The ASBMB DEUEL Conference on Lipids (the “Conference”).

Article 2: Objectives and Purposes

Section 2.1: General Purpose

The general purpose for which this Conference is organized is to promote dissemination of knowledge in research on lipids, to promote interaction and collaboration between scientists, to promote junior scientists and further their careers in lipid research, and to increase interaction between basic science and industry.

Article 3: Dedication of Assets

Section 3.1: Assets

The property of this Conference is dedicated to educational purposes and is handled according to the signed Memorandum of Understanding with ASBMB. No part of the net income or assets of this Conference shall ever inure to the benefit of any officer or to the benefit of any private person; provided, however, that this provision shall not prevent payment to any such person of compensation for services performed for the Conference according to the Memorandum of Understanding with ASBMB.

Article 4: Board

Section 4.1: Number of Board Members

The Conference Board shall consist of not less than twenty (20) positions, including one Chair of the Board and one Treasurer. A Vice-Chair of the Board will serve as described in Section 4.3.

Section 4.2: Powers

General Powers

The business and affairs of the Conference shall be managed, and all powers shall be exercised, by or under the direction of the Board and ASBMB. The Board may delegate the management of the activities of the Conference to any person or persons, management company or committee however composed, provided that the activities and affairs of the Conference be managed under the ultimate direction of the Board and ASBMB, in accordance with the signed Memorandum of Understanding.

Specific Powers

The Board shall have the power, at its pleasure, to select and remove Board members, Chair of the Board, Vice-Chair of the Board, and Treasurer, and to make decisions regarding the Conference in accordance with the signed Memorandum of Understanding with ASBMB.

Section 4.3: Terms; Election of Successors

Board members shall serve for a period of 4 years. The Chair of the Board shall serve for 3 years. The Vice-Chair’s term will be off-set by one years relative to the Chair, starting in the Chair’s second year. The Vice-Chair will serve as Vice-Chair for one year and then as Chair of the Board for 3 years. At each annual meeting, each seat on the incoming Board shall be filled by a vote of the current Board Members; a majority vote of a quorum shall be sufficient to fill each seat. Each new Board Member shall take office at the conclusion of the annual meeting at which he or she is elected.

Section 4.4: Vacancies

Removal

Chairs of the Board, Treasurer, or Board Members may be removed without cause by a simple majority of the Board.

Section 4.5: Annual Meeting

The annual meeting for the purpose of electing Chair and Vice-Chair of the Board, Treasurer, and Board Members and for such other business as may be required, shall be held in March of every year in conjunction with the ASBMB DEUEL Conference on Lipids annual meeting.

Section 4.6: Quorum

A majority of the Board members shall constitute a quorum for the transaction of business.

Section 4.7: Conduct of Meetings

Meetings of the Board shall be presided over by the Chair of the Board, or, in his or her absence, the Vice-Chair of the Board or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Board members present at the meeting.

Article 5: Officers and Records

Section 5.1: Officers

The Conference shall have as officers a Chair of the Board, a Vice-Chair of the Board, and a Treasurer.

Section 5.2: Vacancies in Offices

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

Section 5.3: Responsibilities of Officers

Chair of the Board

The Chair of the Board shall preside at Board meetings and exercise and perform such other powers and duties as may from time to time be assigned to him or her by the Board or prescribed by the Bylaws.

The Chair shall also attend to the following:

Bylaws

The Chair shall certify and keep the original, or a copy of these Bylaws as amended to date. The Chair shall also keep the original or a copy of its Memorandum of Understanding with ASBMB.

Book of Minutes

The Chair shall keep a book of minutes of all meetings, proceedings, and actions of the Board, recording the time and place of holding such meeting; the names of those present at such meetings; and the proceedings of such meetings. The book of minutes shall also contain any protests concerning lack of adequate notice or dissents from members of the Board, if the protesting or dissenting members request such protest in writing. The Book of Minutes will be transferred to the next Chair after his or her 3-year term.

Notices and Other Duties

The Chair shall give, or cause to be given, notice of all meetings of the Board. He or she shall have such other powers and perform such other duties incident to the office of Chair as may be prescribed by the Board, ASBMB, or these Bylaws.

Books of Account

ASBMB shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and transactions of the Conference, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Board Members at all reasonable times.

Financial Reports

The ASBMB Financial Officer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports, as specified in the Memorandum of Understanding.

Article 6: Amendments

Section 6.1: Amendment by Board

The Board may adopt, amend or repeal Bylaws. Such power is subject to the following limitations:

1. This Section may be amended only by the unanimous vote of all Board members.