Constitution and bylaws of the International Society for Zinc Biology

Approved by the Board, May 19, 2008
Amended and Approved by the Board, February 16, 2012
Approved by ISZB members, March 15, 2012

Constitution

Article i
Name: The name of the society shall be the International Society for Zinc Biology.

Article ii
Purpose: The purpose of the International Society for Zinc Biology is to encourage development
and dissemination of knowledge of zinc in biology.

Article iii
Membership: Membership in the International Society for Zinc Biology shall be open to scientists
and others from any nation who share the stated purpose of the Society, and who have
educational, research, or practical experience in zinc biology; or in an allied scientific field.

Article iv
Officers: The officers of the Society shall be a president, a president-elect, a secretary, and a
treasurer. The president-elect shall serve one year as such, followed by two years as president.
The president and president-elect must always be different persons; e.g., the president cannot
succeed him/herself. The secretary and the treasurer shall be elected to terms of three years. No
person may hold the office of secretary and/or of treasurer for more than one term consecutively.
A new secretary-elect and/or treasurer-elect shall work with the incumbent secretary and/or
treasurer for one year during the latter’s terminal year in office before assuming the
responsibilities of the office. The three-year term shall begin with the assumption of full duties of
the office. When there is a secretary-elect and/or treasurer-elect the person(s) should attend the
meetings of the Board and be informed of Board proceedings, but shall not vote until the official
term begins, unless they are already serving Board members.

Article v
Board of Directors (Board): There shall be a Board of Directors responsible for the fulfillment of
the scientific and business obligations of the Society. The officers and five elected members shall
constitute this Board. The elected Board members shall be chosen by the membership of the
Society for two-year terms, one or two to be elected each year. An elected member of the Board
shall be eligible for re-appointment for a second full two-year term, and then shall not be eligible
for reelection to the board until one year after the expiration of a second two-year term. The
Board is empowered to appoint and compensate an Executive Officer to assist in carrying on the
functions of the Society, including receipt and disbursement of funds under the direction of the
Board. The Executive Officer shall not hold elective office in the Society.

Article vi
Communications: Communications of the officers and Board with the members will ordinarily be
by electronic mail. Members shall be responsible for keeping the Society Secretary apprised of
changes in their electronic and other addresses.

Article vii
Affiliations: The Society is empowered to affiliate with other scientific organizations. Proposals for
affiliation may be initiated by individual members of the Board or by a petition to the Council
signed by 5% of the regular members of the Society. To become effective, such proposals must
be approved by a two-thirds majority of the Board and must be ratified in a mail ballot by twothirds of those members of the Society voting.

Article viii
Bylaws: The provisions of the Constitution of the International Society for Zinc Biology shall be
carried out in accordance with the current Bylaws of the Society.

Article ix
Amendments to the Constitution: Amendments may be initiated by individual members of the
Board or by a petition to the Board signed by 2 % of the regular members of the Society.
Amendments must be approved by a two-thirds majority of the Board and must finally be ratified
in a mail ballot by two-thirds of those members of the Society voting.

Article x
Dissolution: Dissolution of the Society for any cause shall be initiated by individual members of
the Board or by a petition to the Council signed by 2% of the regular members of the Society.
Such motion or petition must be approved by a two-thirds majority of the Board, must then be
discussed at a subsequent business meeting of the Society and must finally be ratified in a mail
ballot by two-thirds of those members of the Society voting. Dissolution must be in accordance
with applicable regulations of the 1965 Internal Revenue Code, Section 506, or any amendments
thereto. All funds and other assets of the Society, including any rights to funds, present or future,
contingent or actual, shall be irrevocably assigned and transferred to any successor society,
which has among its principal purposes the encouragement, development and dissemination of
knowledge in the biological or physical sciences, and has qualified as an exempt organization
under Section 501 of the 1956 Internal Revenue Code. Such activities or any amendments
thereto need not be the only purpose of the successor society. The selection of the successor
society must be approved by a two-thirds vote of the Board and named in the Board’s minutes
and its Articles of Dissolution, and must be named in the motion of petition for dissolution and
must be included in the mail ballot submitted to the membership for ratification.

Bylaws

Article i
Membership: The Society shall consist of Regular Members (including charter members),
Honorary Members, Associate Members, Emeritus Members, and Student Members. It can admit
to membership applicants eligible under Article III of the Constitution. Applicants must be
sponsored by two regular members. Applicants for membership (apart from Honorary
Membership) must complete a Society membership form and submit it to the Society Office for
approval. Applications will be evaluated by a Membership Committee consisting of five Regular
Members appointed by the Board and chaired by a member of the Board. If the Membership
Committee does not approve an applicant may petition the Board to override the Committee’s
decision; a 2/3 vote by the board is necessary to override. Honorary Membership is bestowed
upon scientists and others who have distinguished themselves in the study of zinc biology.
Honorary Membership may be proposed on a candidate’s behalf by any member of the Society
and must be approved by a 2/3 vote of the Board. Honorary Members are exempt from dues.
Members in good standing shall have the right to vote, to sponsor new members, or to hold office. Charter members are those who have been admitted to the Society and who remain in good
standing by paying their annual dues. Provided that dues are paid as specified in Article III of the
Bylaws, charter members continue as regular members of the Society without further application.
Students pursuing a course of study in zinc biology or in related sciences can be admitted to
student membership (for a period not exceeding five years) when sponsored by two regular
members. Resignation shall be submitted to the secretary in writing. The category of Associate
Membership is intended for those who share the goals of the Society but may not be active in the
study of zinc biology. Emeritus members are members who are retired from active service but
wish to continue participating in the Society. Changes in membership status must be approved by
the Membership Committee.

Article ii
Meetings: The International Society for Zinc in Biology is authorized to hold scientific meetings,
international, national, and regional. There shall be held a business meeting ordinarily in
connection with a major scientific meeting of the Society. If the business meeting cannot be held
in conjunction with a major scientific meeting of the Society or an affiliated organization, the
membership shall be contacted electronically regarding the matters to be considered, their
responses collected, and the results transmitted to the membership. Five per cent of the regular
members, or 50, whichever is smaller, shall constitute a quorum for the business meeting. The
purposes of the Business Meeting are to consider changes in annual dues, prospective changes
to the Constitution and Bylaws, and other concerns of the membership. Parliamentary
procedures to be followed in the business and board meetings shall be those specified in
“Robert’s Rules of Order, Revised; the chair shall be held by the president or his/her designee.
Article iii
Dues: The fiscal year of the Society shall run from July 1 through June 30 of the subsequent
calendar year. Membership will be by calendar year (January 1 to December 31). Membership
dues may be changed no more frequently than annually by the Board, subject to approval by a
majority vote of the members at the annual business meeting. Current annual dues are $60 US
for regular, associate and student members. Emeritus members dues are voluntary and shall be
50% of the dues for the current year. Annual dues are payable by January 31 for the current
calendar year. Members who have not paid will be notified and if they still have not paid will be
dropped from the mailing and subscription lists on March 1. Prior to July 1, members will be
reinstated upon payment of dues; if in arrears on that date, they will be dropped from
membership. Members admitted prior to July 1 will be billed for dues for the current calendar
year; members admitted after July 1 will begin paying dues and receiving privileges on the
following January 1.

Article iv
Publications: The International Society for Zinc in Biology is empowered to publish or to enter into
agreements with others to publish such journals and other publications (abstracts, reviews,
newsletters, etc.) as may be authorized by a two-thirds majority vote of the Board and a twothirds majority vote of the members by electronic ballot. Changes in the agreements that
implement the publishing of duly established journal or other organ may be authorized by a
majority vote of the Board.
Article v
Duties of Officers: It shall be the duty of the President to preside over the business meeting of the
Society, to serve as chair of the Board, to appoint and charge, with the approval of the Board, the
chair and members of all committees and to carry out other activities usually pertaining to the
office. The president-elect shall serve in the place of the president in his absence. The presidentelect will automatically succeed to the presidency when the office becomes vacant. The Secretary of the Society shall carry out other duties that usually pertain to this office,
including taking minutes of Society business and board meetings. The Board shall appoint a
Webmaster to oversee the operation of the Society’s web site; this person may be the Secretary,
but if not shall work closely with the Secretary. The secretary-elect shall work closely with the
incumbent to become familiar with the duties of the office.
The Treasurer of the Society is responsible for overseeing the Society’s finances, including
budget and reserves, and reporting to the Board on the Society’s financial status. The treasurer
shall report in writing annually to the Board the Society’s financial status, and shall record and
discharge the Society’s financial transactions in accord with generally accepted financial and
accounting practices. The treasurer-elect shall work closely with the incumbent to become
familiar with the duties of the office.

Article vi
Duties of the Board: The duties of the Board shall be to determine the policies for the good of the
Society and the science it represents in accordance with the Constitution and to implement the
execution of these policies as provided in these Bylaws. The Board shall temporarily fill any
unscheduled vacancies on the Board or officers as may occur, until the next business meeting.. It
shall elect a Publications Committee, a Meetings Committee, and a Finance/Fundraising
Committee, each with 5 members and a designated chair. Committee members shall serve for
three years and terms shall be staggered so that two members of the committee retire at the end
of each fiscal year. The publications committee shall be responsible for managing publications of
the Society. It shall appoint all editors and editorial boards; such appointments shall be approved
by Board.. The Meetings Committee shall help plan the Society’s scientific meetings; it shall
authorize the expenditure of Society funds for said meeting, and must be consulted upon by the
meeting organizers for the purpose of selecting plenary speakers, symposia and other matters
pertaining to the organization of a successful meeting. The Finance and Fundraising Committee
will explore new venues for raising revenue to support the activities of the ISZB, and work closely
with the Treasurer to manage any monies raised through its activities. The Board shall also
appoint a membership Committee. All Committee chairs must report to the Board on the activity
of the Committee on a regular basis through electronic means, and to the general membership
during the Business Meeting.
The Board, via electronic communications shall annually consider changes in dues, amendments
to the Constitution and Bylaws, and proposals for affiliation, and set the agenda for the coming
year. Newly elected Board members and officers who have not yet taken office are expected to
participate in said communications, but may not vote.

Article vii
The secretary shall, upon signed petition by at least ten percent or 100 members (whichever is
fewer), transmit a document prepared by the petitioners to the entirety of the membership by
electronic or other means. The intent of this article is to provide a means for views on matters of
special interest to the society dissenting from those of the majority to be heard.

Article viii
Election and terms of Officers and of Board: Announcement of offices to become vacant shall be
made by the President to the membership of the Society. The membership shall, upon a call
made by the President, nominate ISZB members in good standing to fill those vacancies.
Nominations for secretary and treasurer shall be made the year prior to the end of the term of the
incumbent. Each Nomination must contain a written statement by the nominating member that the
nominee is willing, if elected, to serve his/her position as described in this document. The final list
of nominees arranged as a ballot shall sent electronically to the members no later than March 1and the ballots must be returned to the secretary before March 15. The candidate for each office
receiving the highest number of votes will be elected. The election of Board members shall follow
the same schedule as for the election of officers. Nominations to the Board are also made by
petition. Each petition must contain a written statement of willingness by the nominee, if elected,
to serve his/her position as described in this document. Those receiving the highest number of
votes shall have priority for the longer terms among the vacancies.
All officers and board members shall take office once the final votes are tallied and the results
announced to the membership, but no later than April 1. All current officers shall continue their
duties until relieved by their successors. The secretary-elect and treasurer-elect shall begin
learning the duties of the offices immediately upon notice of election.
Interim vacancies on the Board (including those created by inability to serve and by election of a
Board member to an office) shall be filled in the order of votes received by those on the slate but
otherwise failing of election, at the last regular election. Interim vacancies in the offices of the
treasurer or of secretary shall be filled by the Board until the completion of the next regular
election. An interim vacancy in the presidency shall be filled by advancement of the presidentelect; however, in the event that there is no president-elect to advance, the Board shall elect one
of its number as acting president to serve until completion of the next regular election.

Article x
Amendments to the Bylaws: Amendments to the Bylaws shall be made according to the same
procedure as amendments to the Constitution, except that a majority vote shall suffice for
ratification.

Article xi
The Board may upon petition by at least 100 regular members, form within the Society a Group of
members charged with the advancement and dissemination of knowledge of a specific area of
zinc biology. Accompanying the petition shall be the bylaws of the proposed Group. The senior
officer of the Group shall be elected by the members constituting the Group, and will be known as
Group Chair. This chair shall report the activities and needs of the Group to the Board of the
Society. The Board will consider on a yearly basis termination of any group not maintaining 50
regular members or not presenting a scientific program at the Annual Meeting.

Article xii
The Board may, upon petition by at least 50 regular members, form within the Society a Regional
Chapter of members charged with the advancement and dissemination of knowledge of zinc
biology within that region. Accompanying the petition shall be the bylaws of the proposed
Regional Chapter and a statement of its aims. The senior officer of the Regional Chapter shall be
elected by the members constituting the Chapter and shall be known as the Chapter Chair. This
chair shall report the activities of the Chapter to the Board of the Society when and where they
suggest. Any Regional Chapter may be dissolved at the discretion of the Board.