Toxicology Society Model Constitution

PREPARED BY IUTOX EXECUTIVE

1995-98

TABLE OF CONTENTS

PREAMBLE ii

STATUTES 1

1 Name

2 Purpose and Function

3 Scientific Affairs

4 By-laws

5 Membership

6 Termination of Membership

7 Register of Members

8 Expulsion

9 Management

10 Meetings and Proceedings of the Council

11 Powers of the Council

12 Minutes

13 Banking

14 Accounts

15 General Meetings

16 Proceedings at General Meetings

17 Voting

18 Membership Committee

19 Amendments

20 Duration and Dissolution

PREAMBLE

IUTOX is an international union of some 30 individual societies of toxicology. Its purpose, as stated in Statute 2 of its constitution, is described as:

‘The purpose of the Union shall be to foster international scientific cooperation among national and other groups of toxicologists and promote world-wide acquisition, dissemination and utilisation of knowledge in the science of toxicology, in particular by sponsoring International Congresses of Toxicology for the benefit of all mankind.’

In developing its work plan and strategies for the triennium 1995-98, the Executive Committee of IUTOX has determined that an important and unique goal for IUTOX to achieve its purpose is to encourage and facilitate the formation of new toxicological societies and their affiliation with IUTOX. The new societies will provide a conduit for its members to the expertise and resources of IUTOX and a focal point for IUTOX activities and communications.

The IUTOX Executive has taken four major steps in achieving this goal.

1. It has established the Commission on New and Developing Societies to encourage the formation of new societies from countries in different economic situations.
   
2. To encourage affiliation with IUTOX of new societies from countries in different economic situations, it has altered the method of calculating the affiliation fees by linking the fees to the society’s own subscription fees, rather than an amount based on the number of members. The end result is that affiliation is now affordable for those societies whose budgets and currency exchange rates would have made affiliation to IUTOX relatively expensive.
   
3. It is actively encouraging the formation of new societies or affiliation with IUTOX whenever members participate in IUTOX sponsored activities.
   
4. It supports participation in IUTOX sponsored activities.

IUTOX has developed this Draft Model Constitution which can be used as basis for developing the constitution of new societies.

In developing a Draft Model Constitution, it is recognised that new toxicological societies in different countries may have different requirements of their constitution. This Draft Model Constitution is therefore provided as a general guide and the foundation on which to build as appropriate in each case.

For example, in same cases, it may be appropriate to have a simplified version of the Draft Model Constitution, whereas in others, it may need to be more complex because of local legal requirements (eg, if the Society is incorporated).

Similarly, a name may be chosen for the society which is not in keeping strictly with section 1 of the Statutes of the Draft Model Constitution which states "The name of the organisation shall be the "X Society of Toxicology" hereinafter referred to as the Society."

IUTOX Executive Committee 1995/98

STATUTES

1 Name

The name of the organisation shall be the "X Society of Toxicology" hereinafter referred to as the Society.

2. Purpose and Function

The purpose of the Society shall be:

1. To promote and advance the study and application of toxicology in all its aspects.
   (You may also wish to consider including the following under this section)
2. To cultivate (and maintain) the highest principles of practice and ethics in persons engaged in the sciences of toxicology and ancillary sciences.

3. Scientific Affairs

The Society recognises the principle of the universality of science and resolves to conduct its scientific affairs in a non-political and non-discriminatory manner.

4. By-laws

1. The Society shall be empowered to make, rescind or amend By-laws as appropriate to achieve its purpose and function.
2. The procedure and approval for making, rescinding or amending By-laws shall be as described in Statute 19 for amendments to this constitution.

5. Membership

Members of the Society shall consist of ‘Ordinary Members’, ‘Life Members’ and ‘Honorary Members’.

1. Ordinary Members.
1. Persons who are actively engaged or interested in research, teaching and application of toxicology and who are appropriately qualified shall be eligible as ordinary members of the Society.
2. A person shall become a member when his/her application is accepted by Council, on the recommendation of the Membership Committee, and they have paid the annual membership fees.
3. An application for membership of the Society shall be delivered or posted to the Secretary and accompanied by payment of the entrance fee and of the annual subscription fee. These payments shall be refunded if the applicant is not admitted to membership of the Society. Each application for membership of the Society received after the first annual meeting shall be referred by the Secretary to the Membership Committee.
4. The Membership Committee shall consider an application for membership of the Society referred to it as soon as practicable and determine whether the applicant is qualified to be eligible for membership of the Society and whether or not he/she is a fit and proper person to be admitted as a member of the Society. The Committee may make such enquires and investigations concerning an applicant for membership of the Society as it deems necessary.
5. The chairperson of the Committee shall forthwith after the consideration by the Committee of an application for membership of the Society refer the same to the Council and report to the Council the results of its consideration and convey to the Council the grounds of its recommendation.
6. When an applicant for membership of the Society has been admitted as a member of the Society he/she shall be notified by the Secretary.
7. There shall be payable to the Society by each member (other than an Honorary Member) an entrance fee and an annual subscription. The entrance fee and subscription fee shall be determined by the Annual Meeting
2. Honorary Members

Honorary Members of the Society

1. may be elected from distinguished persons of any country who have contributed to the advance of toxicological science and on whom the Society desires to confer honour.
2. shall be entitled to privileges of membership of the Society other than that of voting as members of the Society.
3. Life Members.

6. Termination of Membership

1. Any member may resign from the Society on giving to the Council two months notice of intention to resign and their resignation shall take effect at the expiration of such notice.
2. The membership of a member of the Society shall be terminated
1. on death;
2. if they cease to retain any of the qualifications rendering them eligible for admission to membership of the Society;
3. if they are in arrears with their annual subscription for twelve months and if after that period shall fail to pay such arrears for one month after the Secretary writes to them requesting to pay the same;
4. if they shall be expelled from membership of the Society in accordance with this constitution.
3. Any member whose membership of the Society shall be terminated shall cease to be entitled to any of the rights and privileges of a member and shall have no right to or claim upon the property or funds of the Society.
4. No person who shall have been a member of the Society and ceased to be such shall be eligible for re-admission as a member of the Society until they shall have paid all arrears of subscription and any other moneys (if any) due from him to the Society at the date when his former membership ceased.

7. Register of Members

8. Expulsion

The Society may by its resolution as hereinafter provided expel any member

1. whose conduct is detrimental to the Society or interest of the Society or
2. brings the Society into disrepute or contempt or
3. who wilfully and persistently refuses to comply with this constitution or any of the By-laws of the Society or
4. has committed a wilful breach of this constitution or any of the By-laws of the Society.

9. Management

1. The affairs of the Society shall be managed and conducted by a Council consisting of the following office bearers and members:
1. President
2. President Elect/Vice President
3. Immediate Past President
4. Secretary
5. Treasurer
6. X other elected members of Council.
2. The responsibility of the Council shall be to the membership of the Society.
3. The Council shall have the right to raise funds, appoint sub-committees and seek other ways and means for the proper execution of its duties.
4. The President and other members of the Council shall be elected at the Annual General Meeting after nomination by two members of the Society. They shall serve for one year and be eligible for re-election for 2 consecutive terms.
5. No member of Council shall receive any remuneration for his services in the capacity of a member of Council, other than out-of-pocket expenses and other costs incurred in conducting the affairs of the Society.

10. Meetings and Proceedings of the Council

1. The Council shall meet for the transaction of business at least annually.
2. No business shall be transacted at a meeting of the Council unless a quorum of the members of Council is present. Half the members Council plus one shall constitute a quorum and the quorum must include the President or the Immediate Past President or the President Elect.
3. At least seven days notice shall be given to members of the Council of meetings of the Council. Such notice may be in writing or given verbally.
4. At every meeting of the Council the President or in his absence the President Elect or Immediate Past President shall be the chairperson.
5. Questions arising at any Meeting of the Council shall be decided by a majority of votes and each member present shall have one vote and in the case of an equality of votes the chairperson of the meeting shall have a second or casting vote.
6. A resolution in writing signed by a majority of members of the Council shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held.

11. Powers of the Council

The management and control of the business and affairs of the Society shall be vested in the Council and the Council may exercise all such powers and do all such acts and things as the Society is by its constitution and By-laws or otherwise authorised to exercise.

12. Minutes

The Council shall cause minutes to be made

1. of all appointments of officers and servants
2. of the names of members of the Council present at all meetings of the Society and of the Council, and
3. of all proceedings at all business meetings of the Society and of the Council.

13. Banking

1. The banking accounts of the Society shall be maintained by the Treasurer.
2. All cheques drawn upon such accounts shall be signed by the Treasurer and one other of the following office bearers:
1. President
2. President Elect/Vice President
3. Immediate Past President
4. Secretary

14. Accounts

The Council shall ensure proper accounting and other records of the Society’s affairs are kept and will report to the membership at the Annual Meeting. Accounts shall be audited by a properly qualified auditor.

15. General Meetings

1. The first Annual Meeting of the Society shall be held at such time as the Council may determine.
2. Subsequent Annual Meetings of the Society shall be held at a time and place as the Council may determine.
3. The Council or the President may convene an extraordinary meeting.
4. The Council shall upon the request made in writing by any six or more members convene an extraordinary meeting within 28 days of receipt of the request. The requisition shall
1. state the objects of the meeting,
2. be signed by the proponents, and
3. deposited at the office of the Society.
5. The Secretary shall notify in writing by at least twenty-eight days before the date of an Annual Meeting all members entitled to receive the notice specifying
1. the place, the day and the hour of meeting, and
2. in the case of special business, the general nature of such business.

The non-receipt of such notice by or the accidental omission to give such notice to any member shall not invalidate the proceedings at any general meeting.

6. The business of an Annual Meeting shall be:
1. to receive and consider the report of the Council
2. to receive and consider the accounts of the Society for the past year
3. to elect officers of the Society
4. to elect members of Council
5. to admit members of the Society subject to the provisions of Articles ?) and ?
6. to determine of the entrance fee payable by persons on their admission as members of the Society and of the annual subscription payable by members as from the first day of January after the date of the meeting
7. to transact all such other business as by statute or this constitution or by the By-laws is required to be transacted at the Annual Meeting.

16. Proceedings at General Meetings

1. No business shall be transacted at any general meeting unless a quorum of members is present. Unless otherwise stated, the quorum for a general meeting shall be thirty percent of the total number of Ordinary Members of the Society or thirty Ordinary Members which ever is the less.
2. The President shall preside at every meeting of the Society.
3. If there is no President, or if the President is not present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Immediate Past President or the President Elect/Vice President if present shall preside at the meeting.
4. The chairperson may with consent of the meeting and shall, if so directed by the meeting, adjourn the meeting from time to time.
5. At every general meeting a resolution put to the vote of the meeting shall be decided by simple majority from show of hands unless a secret ballot is demanded by members entitled to vote and present at the meeting.
6. A member may vote in person or by post.
7. Subject to the provisions of this constitution,
1. when the vote is on a show of hands, every Ordinary Member personally present shall have one vote, or
2. when the vote is by postal ballot every Ordinary Member shall have one vote.
8. No member shall be entitled to vote at any general meeting if their annual subscription shall be more than twelve months in arrears as the date of the meeting.

17. Voting

Only Members of the Society may vote at the Annual General Meeting of the Society as described in Section 5 of these Statutes.

18. Membership Committee

1. There shall be a Membership Committee which shall consist of three members of the Society, only one of whom shall be a member of Council and shall chair the Membership Committee.
2. Members of the Membership Committee shall be elected and hold office for a period as specified in the By-laws.
3. The Membership Committee shall consider applications for membership and recommend acceptance or otherwise to the Council.

19. Amendments

1. Changes to this constitution may be executed by the membership present at the Annual Meeting of the Society by a three-fourths majority of the members present at the meeting.
2. The proposed changes shall be submitted in writing over the signature of three members of the Society. Members of the Society shall be notified in writing by the Secretary of the proposed changes at least 14 days before the date of the meeting at which the changes will be considered.

20. Duration and Dissolution

1. The Society shall persist until an amendment for dissolution has been passed in accordance with the provisions of Statute 18.
2. At dissolution, an independent auditor shall be appointed for subsequent settlement of all liabilities incurred by the Society and disbursement of remaining assets to non-profit organisations, without encumbrance, shall take place.