Society for Industrial Microbiology and Biotechnology Bylaws I. ACTIVE MEMBERS Active members are regular dues paying members or others as described in Article III, Section 2 of the Constitution. A member will be removed from the SOCIETY rolls if dues have not been paid by the close of the third month of the calendar year. II. COMMITTEES All committee members must be selected from the membership as described in Article VII of the Constitution. A. Ad hoc Presidential Committees may be appointed by the President and will serve only during his/her year of incumbency. They may be reappointed. Each such Presidential Committee will make at least one report to the Board of Directors through the President. B. Standing Committees of the SOCIETY shall include: Archives Committee, Audit Committee, Awards and Honors Committee, Corporate Affairs Committee, Diversity Committee, Education and Outreach Committee, Elections Committee, Ethics Committee, Finance Committee, Investment Advisory Committee, Membership-Individual Committee, Nominations Committee, Placement Committee, Planning Committee, Annual Meeting Program Committee, Publications Committee, and Special Conferences Committee. The President shall nominate for approval by the Board of Directors all Chairs of standing committees to serve for three-year terms. Unless otherwise noted, the Chair of the committee shall solicit, and the President shall appoint, at least two additional committee members who will each serve three (3) year non-overlapping terms that may or may not coincide with dates of appointment of the respective Chairs. There are three exceptions to this: members of the Audit Committee, the Nominations Committee and the Publications Committee must be approved by the Board of Directors. The Chair and committee members may be reappointed. Dates of appointment for all Chairs and committee members shall be noted and recorded by the Secretary and summary records shall be maintained by the Executive Secretary. III. DUTIES AND RESPONSIBILITIES OF THE COMMITTEES Duties of the Committees – Although each named committee has a specific list of duties and responsibilities, there are many areas in which several committees may interact. These interactions will be spelled out under individual committee responsibilities. In addition, the SOCIETY Business Office will be responsible for a number of activities eventually carried out with the approval of the Board of Directors. This includes selection of and finalizing sites for special conferences and annual meetings and coordination of local arrangements and working with appropriate committees to fulfill these responsibilities, especially with the Finance Committee for the development of a budget for each SOCIETY sponsored event. It is also the responsibility of the Chair of each committee to submit a yearly budget for the proposed expenses of the Committee to the Treasurer at least two weeks prior to the fall Finance Committee meeting for review and subsequent approval by the Board. The Treasurer shall remind the Chair of each committee when the proposed budget is due. A. Annual Meeting Program Committee shall be responsible for developing and arranging the scientific program of the annual meeting. The committee will be a working committee consisting of a chair and co-chair and other ad hoc members when necessary to reflect the various interests of the membership. Primary responsibility for recommending the content of a given calendar year’s annual meeting program will reside with the co-chairs and the President-Elect. The co-chairs for a given calendar year will be responsible for presenting a proposed program to the Board of Directors for comment one year in advance of the annual meeting. The co-chairs for any given calendar year will delegate responsibilities to committee members as deemed appropriate. B. Archives Committee. The Archives Committee is responsible for updating the History of SIMB section of the website, and, with the Headquarters Office, maintaining files pertaining to the history of the SOCIETY. Other duties onsite at the annual meeting or at special conferences may be assigned by the President with approval of the Board of Directors. C. Audit Committee shall have the authority for reviewing and overseeing the SOCIETY’s financial records, internal control systems, antifraud programs, and procedures for anonymous submission of information regarding improper financial practices. The committee will consist of at least 3 members of the SOCIETY. The Chairperson of the committee is appointed by the President of the SOCIETY and approved by the Board. Additional committee members are selected by the committee chair and approved by the Board. The chairperson of the committee will serve for a period of 5 years and may continue to serve an additional 5-year term at the discretion of the board. Members of the committee serve for a period of 3 years with members being replaced on a rotating basis. Committee members may be re-appointed for an additional term of 3 years at the discretion of the Board. Committee members, including the Chairperson, may be chosen from current members of the board but cannot include the any member of the Finance Committee. The committee will have access to financial expertise, whether in the form of a single individual serving on the committee, or collectively among the committee members. The definition of financial expertise is left up to the board, but minimally means that the person has adequate financial expertise to understand, analyze, and assess the financial statements of the SOCIETY and competency of the auditing firm. D. Awards and Honors Committee shall make recommendations to the Board of Directors for the establishment and administration of awards and honors. E. Corporate Affairs Committee shall be responsible for recruitment of institutions and corporations as corporate members into the SOCIETY, for soliciting sponsorship for meetings, and be responsible for all SOCIETY exhibits. These areas are all critical for revenue to SIMB and to maintain companies’ engagement with the SOCIETY. Specific responsibilities are listed below. 1) Corporate Membership. The Committee will actively recruit companies and institutions to become corporate memberships, through targeted outreach and promoting member benefits. The Committee will also work with office staff to process applications and communicate with corporate members regarding their benefits and yearly renewal. 2) Meeting Sponsorship. The Committee will solicit financial support for meetings and other SIMB events, and ensure that sponsors receive the benefits associated with their contribution. 3) Exhibits. The Committee will work with the office staff to ensure the exhibit hall at each meeting is properly set up and that all exhibitors adhere to guidelines. Specifics are outlined in the Policy Manual. The Committee will also maintain a list of contacts at exhibiting companies, interact with exhibitors to ensure their needs are met, encourage repeat attendance, and recruit potential new exhibitors. F. Diversity Committee shall promote the participation of women and underrepresented minorities in industrial microbiology and biotechnology, in general, and in particular within all areas of the SOCIETY. The Diversity Committee shall also provide support and guidance in career development and help provide leadership opportunities for women and underrepresented minorities. G. Education and Outreach Committee shall promote the continuing education of members and nonmembers in the area of (applied) microbiology. The committee shall hold educational workshops in the field of microbiology and provide information related to careers in the field of industrial microbiology and related areas. H. Elections Committee shall make a count of the valid ballots and send the results to the Secretary for general announcement to the membership in SIMB News. The election records shall be held available for inspection by the membership at least thirty (30) days past the annual meeting. In the event of a tie in an election for one position on the board, the Election committee will conduct another general election for the office in question, to be completed within sixty (60) days of the first election deadline. In the event of a tie for the office of director when there are two positions available, if the tie is for first place and there are fewer than three candidates with the same number of votes, then each tied candidate will be accepted and there will not be another election; if the tie is for second place then the winner will be accepted and there will be another general election as specified above with the remaining candidates on the ballot to decide the second available position. I. Ethics Committee promotes appropriate ethical behavior and practices within the SOCIETY, including at SOCIETY-sponsored meetings and events. The committee shall consist of a Chair plus up to four additional members, appointed as per the SOCIETY’S Bylaws (Article II.B.). For the inaugural members, appointments will be staggered. Committee members shall be new selected from those who have previously served on the BOD or as committee chairs. When a Chair is appointed, it is recommended that the past Chair serve an additional year as an ad hoc member to provide continuity and guidance to the Committee. J. Finance Committee shall consist of the President, Past-President, Secretary and Treasurer of the SOCIETY, plus others designated by the President, who shall prepare an operating budget for the ensuing calendar year and present same to the Board of Directors for approval. The financial records of the SOCIETY shall be audited annually by a competent certified public accountant. This audit shall occur within thirty (30) days of the close of the calendar year. The results of the audit shall be presented to the SOCIETY membership in published form at the annual meeting. The committee will also work with the Business Office in the matter mentioned in III. K. Investment Advisory Committee shall provide investment advice to the Board of Directors and Treasury officer for the investment of SOCIETY funds. The committee will consist of at least 2 members of the SOCIETY. The Chairperson of the committee is appointed by the President of the SOCIETY and approved by the Board. Additional committee members are selected by the committee chair and approved by the Board. The chairperson of the committee will serve for a period of 5 years and may continue to serve an additional 5-year term at the discretion of the board. Members of the committee serve for a period of 3 years with members being replaced on a rotating basis. Committee members may be re-appointed for an additional term of 3 years at the discretion of the Board. Committee members, including the Chairperson, may be chosen from current members of the board but cannot include the any member of the Finance Committee. The committee will have access to financial expertise, whether in the form of a single individual serving on the committee, or collectively among the committee members. The definition of financial expertise is left up to the board, but minimally means that the person has adequate financial expertise to understand, analyze, and assess the financial statements of the SOCIETY, and to understand and have practical experience in using appropriate financial tools to analyze investment opportunities to maximize portfolio growth while minimizing risk. L. Membership-Individual Committee shall be responsible for recruitment of regular and student members into the SOCIETY. The Membership-Individual Committee may also assist or advise the start-up or operation of any Local Sections, including requesting any funding for such activities during the annual BOD budget meeting. M. Nominations Committee, consisting of at least three (3) members, with the immediate Past President serving as the chair. If the immediate Past President is unable to serve, the President shall nominate a chair for approval by a majority of the board of directors. The members shall serve until the Board approves the Slate of Nominees and shall not be eligible for reappointment within three (3) years. The committee shall be responsible for selecting for Board approval a slate of officers of the SOCIETY for the following year consisting of not less than two (2) nominees for each office to be filled from the membership of the SOCIETY. An additional nomination for an office may be made by petition as described in Article V, Section 4, of the Constitution. Election ballots containing the names of the slate of nominees shall be sent to the members by the Business Office by February 15 and returned to the Chairman of the Election Committee by the membership by March 31. N. Publications Committee shall oversee and integrate all publishing activities of the SOCIETY. The committee shall consist of a Chair, the Editors-in-Chief of the Journal of Industrial Microbiology and Biotechnology, and of SIMB News and at least two “at-large” members. The Chair shall serve for a three (3) year term. To ensure continuity of the publications committee, the President shall appoint one or two at-large members each year other than the year in which the President appoints the Chair of the committee. Each at-large member shall serve a three (3) year term and may be reappointed for a second term. The President shall appoint for approval by the Board the Editors-in-Chief of JIMB and SIMB News for five (5) year terms. In the event that the SOCIETY launches another publication, the President shall appoint, for approval by the Board, the Editor-in-Chief of that publication. Each Editor-in-Chief may be reappointed. The Editor-in-Chief of JIMB shall nominate Senior Editors for approval by the Board of Directors. The Board of Directors shall approve all appointments at the level of Senior Editor for other publications. The Publications Committee is responsible for (1) defining the scope, content and editorial policies of the JIMB and SIMB News, (2) editing and publishing the SOCIETY’S Journal, SIMB News and special publications, (3) maintaining the scientific quality and credibility of the SOCIETY’S publications, including electronic newsletters, on-line publications and web site postings, and (4) proposing new editorial structures, publications, or publisher relationships. The Chair of the committee along with the at-large committee members are responsible for (1) negotiating draft contracts with prospective publishers, (2) preparing annual budget proposals for each publication for consideration by the Finance Committee and Business Office, (3) carefully monitoring, recording and controlling the costs for the SOCIETY’S publications, and (4) preparing a financial report describing the status of the SOCIETY’S profit and loss on its publications shall be provided to the Board at the fall, spring and summer Board meetings. The committee shall obtain Board approval on all proposed budgets and publishing agreements. The Chair of the Publications Committee will serve, without voting privileges, as an ex-officio member of the Board of Directors of the SOCIETY. O. Special Conferences Committee shall be responsible for developing and arranging the scientific program of all special conferences. All special conferences and their venues shall be proposed to and shall be approved by the Board of Directors. The Special Conferences Committee shall be chaired by the President-Elect who shall collect and summarize reports from the Chair(s) of each upcoming Special Conference. The reports may be presented at each Board of Directors meeting either directly by the Conference Chair(s) or by the President-Elect. IV. CALENDAR YEAR The SOCIETY operates on a calendar year, January 1– December 31. V. PAPERS Authors invited to present posters or papers at any scheduled meeting shall submit to the Program Chair for that meeting the substance and conclusion of the papers in a clear and concise abstract of not more than 200 words. Titles and abstracts shall be due by the date set by the Program Chair, who shall be authorized to refuse any paper, the abstract and title of which are received after the due date or which do not meet the professional and scholarly nature of the SOCIETY’s aim. The abstract shall be reviewed by the Program Chair, or designated representatives and forwarded to the SIMB Office for inclusion in the meeting program. The membership shall be invited to present papers for VI. AMENDMENTS The Bylaws can be amended by either a two-thirds vote of the full Board of Directors present (in person or via video- or teleconference) and voting or through electronic or mail ballot. Those portions of the minutes of the Board of Directors pertaining to the amendment must accompany an electronic or mail ballot. The Bylaws shall be amended by a two-thirds affirmative vote of the in-person, electronic or mail ballot. If an electronic or mail ballot is used, the results of the electronic or mail ballot shall be reported and validated at the first Board of Directors’ meeting following receipt of the electronic or mail ballot. Repeal of the Bylaws, or any part thereof, shall be accomplished in the same manner as amendments. VII. DUTIES OF THE OFFICERS AND BOARD OF DIRECTORS These duties shall be set forth in the Constitution as follows: A. The President shall preside over the meetings of the SOCIETY and serve as the Chair of the Board of Directors; present an agenda for Board Meetings at least one week prior to the announced meeting and serve as an ex-officio member of all standing committees. B. The President-Elect shall carry on the functions of the President when the President is absent and shall serve ex-officio on all Presidential Committees and as Chair for the Planning and Special Conferences Committees. C. The immediate Past-President shall serve as the Chair of the Nominations committee and as a member of the Finance Committee during their term as Past-President. D. The Secretary shall take minutes of the SOCIETY’S meetings, carry on the correspondence of the SOCIETY and, with the approval of the Board of Directors, send out notices of the meetings, annuals, publications, programs, ballots, sign contracts and perform other similar functions. The Secretary shall maintain the official rolls of the SOCIETY and, in cooperation with the Board of Directors, supervise the office of Executive Secretary. E. The Treasurer shall receive monies as dues, fees, endowments, gifts, expend monies necessary for carrying on the function of the SOCIETY and invest monies for the SOCIETY as determined by the Board of Directors. The Treasurer shall have authority to sign all checks in the name of the SOCIETY and shall acquire and maintain during his/her term of office a surety bond in that amount determined by the Board of Directors. F. The Archivist shall serve as custodian of the SOCIETY records, annuals, publications and chronicles; provide such information and data as are necessary to the proper operation of the SOCIETY or required by the membership. The Archivist shall be called upon by the Board of Directors for consultation and advice. G. The Board of Directors shall be responsible for the direction of the SOCIETY’S activities including the recommendation of time and place of scientific meetings; approving the program chair for annual and the chair and co-chair for other SOCIETY meetings; developing and approving policies of the SOCIETY; approving changes to the Policy Manual and Bylaws; receiving gifts, endowments or legacies for the SOCIETY; investing funds of the SOCIETY; examining and reviewing proposals concerning the SOCIETY; conducting the business of the SOCIETY in the interim between annual meetings when called by the President or by a majority of the Board of Directors; performing other duties for the advancement, purpose and good of the SOCIETY. H. The Board of Directors shall plan for several meetings during the year. Two of these meetings shall take place at the time of the annual meeting of the SOCIETY. The first of these meetings will be to conclude the business of the outgoing Board of Directors. The second meeting shall be convened with the new incoming Board of Directors, within one day of the closing of the annual meeting, to approve the operating budget for the current fiscal year, to provide continuity from the former Board of Directors and to initiate new programs of the SOCIETY. Additional meetings during the year should be called by the President or by a majority of the Board of Directors. If called by the President, the time and place are to be designated in a President’s letter to the Board of Directors. If called by a majority of the Board of Directors, the time and place are to be designated in a Secretary’s letter to the Board of Directors. I. In compliance with Article IX of the SOCIETY’s Constitution, the Board of Directors, by majority vote, shall be responsible for approving establishment of Sections within the SOCIETY. In giving this approval, the Board shall require any submission for approval as a Section to contain an express statement holding the SOCIETY harmless as to any acts or debts arising or incurred by the Section. J. The Board of Directors may, at the discretion of the President, hold virtual (online) meetings instead of physical meetings in order to carry out SOCIETY business needs when in person meetings are not feasible. In the case of the annual business meeting, the general member attendance required for a quorum by Article VIII Section 1 may be suspended if the annual business meeting cannot be held in person. In such cases, the Board of Directors may vote on issues normally handled at the business meeting and not requiring a general vote per the Constitution. Last revised Fall 2020. Current as of Fall 2020. 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