ARTICLE I. Name
The Association shall be known as the International Society for Molecular Plant-Microbe Interactions, Inc. (IS-MPMI), hereinafter referred to as the Society.
ARTICLE II. Purposes
The purpose of the International Society for Molecular Plant-Microbe Interactions, Inc. (IS-MPMI) is to engage in activities that advance interdisciplinary science pertaining to molecular interactions of plants with microbes (bacteria, viruses, and fungi) as well as parasitic angiosperms, nematodes, and insect pests (referred to as molecular plant-microbe interactions) affecting plant growth and productivity on a worldwide basis.
ARTICLE III. Membership
SECTION 1. Membership Types
The categories of membership shall be Professional, Professional Researcher, Post-Doc, Student, and Emeritus. The membership period shall be 12 consecutive months. Membership is activated upon receipt and acceptance of the applicant’s dues.
Professional Member. Any individual actively interested in the advancement and promulgation of knowledge relevant to molecular plant-microbe interactions is eligible for membership.
Professional Researcher. Any individual employed as research support staff, such as a technician or programmer, at an academic institution or non-profit organization.
Post-Doc Member. Any individual employed in a post-doctoral position at a school of higher education or not for profit research institution is eligible for post-doc membership. A major professor or department head must certify post-doctorate status annually.
Student Member. Any individual enrolled in a degree program at a school of higher education is eligible for student membership. The student must be certified annually by a major professor or department head.
Emeritus Member. Any retired individual who has been a member of the Society for at least 25 years is eligible for complimentary Emeritus member status. The applicant must submit a request for Emeritus Membership to the Society’s Executive Officer who will confirm membership tenure of at least 25 years with database records and approval upon confirmation. Those not meeting the 25-year requirement will be offered a reduced Emeritus rate equivalent to the Student Member dues rate.
SECTION 2. Privileges of Members
All Members whose dues are paid for the current year are in good standing.
Voting Rights. Members in good standing shall be entitled to vote (each member having one vote). There shall be no cumulative voting and no voting by proxy.
Eligibility for Society Offices and Board of Directors. Professional members in good standing shall be eligible for election and/or appointment as a Society officer or director on the Board. Post-Doc and Student Members in good standing are eligible for appointment as Junior Members on the Board.
SECTION 3. Membership Dues
The Board of Directors shall determine the dues for each category of voting members, establishing dues on an annual basis. The membership year for the members of the Society shall be one year from the date that the Society records the dues as being paid.
ARTICLE IV. Officers
SECTION 1. Eligiblity
All Officers of the Society shall be members of the Society in good standing. No individual may hold more than one office.
SECTION 2. Officers
The Society shall have four officers serving in their role as one of the following enumerated Officers and at the time a member of the Board of Directors per Article V: President, duly elected President-Elect, Secretary, and Treasurer. In addition, the Society shall employ a Chief Executive Officer (CEO) who is hired by, and serves at the pleasure of, the Board of Directors.
SECTION 3. Selection and Vacancy
During the Board of Director's meeting at the biennial IS-MPMI Congress, following the election, the offices of Secretary and Treasurer are selected from the Board and appointed by the Board of Directors. The newly elected President-Elect assumes office, the current President Elect becomes President, the current President becomes Immediate Past President, and all assume their respective duties of office at the close of the biennial IS-MPMI Congress.
If an elected board member position becomes vacant, the President will appoint a replacement to serve for the remainder of that term, keeping in mind the need to balance board representation of gender, geography, and area of expertise.
SECTION 3. President
The President organize the Board's meeting agendas, strategy execution, and presides at all meetings of the Board of Directors unless the President designates another officer to do so. The President will lead the Board by building consensus to set and meet goals; and at their discretion on matters conferring the conduct of business of the Society, may poll the Board of Directors by appropriate means if it is expedient to do so, in lieu of assembling the Board of Directors in special session. The President shall appoint all committees not otherwise provided for in the Bylaws, and fills any vacancies in appointive positions. The President shall perform such other duties as may be prescribed by the Board.
SECTION 4. President-Elect
The President-Elect shall assist the President in carrying out the duties of that office, as well as duties that may be prescribed by the Board. The President-Elect shall serve as President in case of the absence or inability of the President to serve. This service shall not affect succession to the office of President two years following election as President-Elect.
SECTION 5. Secretary
The Secretary shall be responsible for reviewing the Board’s meeting minutes that are prepared by the Society’s administrative staff. The Secretary shall perform other duties as prescribed by the President or Board.
SECTION 6. Treasurer
The Treasurer shall remain fully advised as to the financial condition of the Society and shall regularly report to the Board of Directors on the financial conditions of the Society and the adequacy of the accounting records of the Society. The Treasurer shall perform such other duties as may be prescribed by the President or Board.
SECTION 7. Chief Executive Officer
The Board of Directors shall employ a Chief Executive Officer (CEO) to oversee and manage the business of the Society; see that orders and resolutions of the board are carried into effect; execute on behalf of the Society all contracts, deeds, conveyances or other instruments in writing that may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of the Society; maintain records of and, when necessary, certify proceedings of the Board; and perform other duties as may be assigned to them from time to time by the Board. The CEO serves as ex-officio member of the Board in a non-voting capacity.
ARTICLE V. Board of Directors
SECTION 1. Role and Composition
The Board is responsible for the overall policy and direction of the Society. All members of the Board will participate in monthly board activities including congress meeting planning, fundraising, policy review and development, and the planning and execution of strategic initiatives to benefit the Society and its members.
The Board of Directors (“the Board”) shall number maximally fourteen members who shall at all times during their service be a member of the Society in good standing as prescribed in Article III Section 2. Unless noted otherwise below, all members of the Board will serve as voting members.
The Board seats shall comprise:
Society Offices of the President, the duly elected President-Elect, Secretary, and Treasurer.
Four Directors elected by the membership.
The Editor-in-Chief (EIC) and Associate Editor-in-Chief (AEIC) of the journal
Molecular Plant-Microbe Interactions (MPMI). Both the MPMI EIC and AEIC are recommended by the Board and forwarded to the American Phytopathological Society (APS) Publications Board for consideration and submitted to APS Council for final approval and appointment of the MPMI EIC and AEIC.
The Editor-in-Chief of the IS-MPMI Interactions newsletter who is appointed by the President.
Two Junior Members defined as early career scientists that are either Ph.D. students or Post-Doc members that are approved and appointed by the Board.
The Immediate Past President, non-voting member serving in an advisory role to the Board.
Chief Executive Officer, ex-officio non-voting
SECTION 2. Terms
The duly elected President-Elect serves for two years before succeeding to President for a two-year term, and Immediate Past President for a two-year term.
The Secretary serves a two-year term and may be reappointed by the Board for one additional two-year term.
The Treasurer serves a four-year term unless otherwise determined by the Board.
Directors are elected by the Society’s members and serve a four-year term as Director unless they are either elected and/or appointed as an Officer.
Junior Members serve a two-year term.
The
MPMI Editor-in Chief (EIC) and Associate Editor-in-Chief (AEIC) each serve a three-year term based on the start of a publication year.
The Editor-in-Chief of IS-MPMI Interactions serves a two-year term and may be reappointed by the President for one additional term.
Years served as an officer are added to the standard four years served as Director. All Board members shall rotate off the Board after a maximum of eight consecutive years of service, excluding ex officio service (Immediate Past President).
SECTION 3. Board Installation
At the board meeting during the biennial IS-MPMI Congress, following the election, the newly elected President-Elect assumes office, the current President-Elect becomes President, and the current President becomes Immediate Past President. The offices of Secretary and Treasurer are selected from the elected Directors and appointed and approved by the Board of Directors. All officers and board members assume their new duties immediately following the biennial IS-MPMI Congress.
When, due to unexpected circumstances, the IS-MPMI Congress is not held in alternating years, the terms of incumbent Board members and officers shall be extended until the next Congress is held. At that time new board members shall be appointed and/or elected and installed in the usual manner.
SECTION 4. Meetings and Notice
Regular (actual, telephonic, or electronic) meetings of the Board shall be held at least annually at such time and place as may be determined by the Board. Meetings may be called at any time by the President or any four Board members. Notices of both regular and special meetings shall be given at least three weeks before any such meeting and shall state the purposes thereof.
SECTION 5. Selection of President-Elect and Directors
The President-Elect and Director seats on the Board shall be elected by the voting members of the Society by ballot. Nominations for these two Board positions shall come from members of the Society and the Board. A call for nominations shall be sent to members of the Society preceding the biennial IS-MPMI Congress.
An Elections Committee shall select eligible candidates from the member nominees as described in the Society’s procedural manual. The final slate of candidates shall be approved by the Board of Directors before the election ballot is sent to the voting members of the Society. Approved candidates will be elected individually by the membership; an affirmative vote of the plurality of those voting will constitute a victory for a candidate.
SECTION 6. Resignation
Any Officer or Director may resign at any time by giving written notice to the Board of Directors of the Society.
SECTION 7. Quorum
A simple majority of the Board then serving shall constitute a quorum for the conduct of business. Absent a quorum, the Board members present may continue discussion, but not take an action. At all meetings of the Board of Directors, each voting member shall be entitled to cast one vote on any question coming before the meeting unless recused due to conflict of interest. A majority vote of the voting Board members who are considered present at the meeting shall be sufficient to transact any business unless a greater number of votes is required by law or these Bylaws or as described in the Society Procedural Manual.
SECTION 8. Removal
The Board shall have the power, by a two-thirds vote of the voting members on the Board, to remove an individual from a position as an Officer or Director for conduct prejudicial to the interest of the Society, provided that any such individual shall have received at least thirty days’ notice of the time of the vote concerning the possible removal, together with a copy of the charges against the individual, so that the individual may if desired provide a written rebuttal to such charges to the Board.
ARTICLE VI. Committees
SECTION 1. Finance Committee
The Finance Committee shall consist of the President, the Treasurer, the Secretary, the Executive Officer, and at least one other member of the Board appointed by the President. The Finance Committee shall recommend annual membership dues and a budget each year to the Board, including costs of Society publication. A two-thirds vote of the Board shall be required for approval of the membership dues and budget.
SECTION 2. Elections Committee
The Elections Committee will convene one year before the biennial IS-MPMI Congress. The committee is composed of the President, President-Elect, and four other Society members not currently serving on the Board that are appointed by the President, representing each of four geographic regional groups (North America/Europe, Africa, Central/South America, and Asia/Oceania)
Elections Committee members, except the President and President-elect, will serve no more than a two-year term.
The Elections Committee shall perform the duties outlined in Article V. Section 5 of these bylaws and the nomination and election procedures as prescribed in the Society Procedural Manual.
SECTION 3. Conference Committee
The Conference Committee shall be appointed by the President and shall minimally include the President-Elect, Secretary, Treasurer, and the heads of the current and immediate past Organizing Committees. The Conference Committee, in consultation with the President and Chief Executive Officer, bear responsibility for the selection site and dates for the next Congress, for assembling the Organizing Committee, all subject to approval by a majority vote of the Board. The Conference Committee shall provide guidelines and expectations for interactions between the Board, its agents and representatives, and the Organizing Committee in financial and administrative decisions.
SECTION 4. Awards Committee
The Awards Committee shall be appointed by the President and will be composed of at least three members of the Board. The Awards Committee shall organize a review of candidates following the procedures outlined in the Society’s Procedural Manual for the Society’s nominated awards and will forward awardee recommendations to the Board for approval.
ARTICLE VII. Amendment of Bylaws
These bylaws may be amended, altered, changed, added to, or repealed by the affirmative vote of at least two-thirds of the members of the Board. Any such changes must be ratified by simple majority vote of the membership of the Society. Said vote may occur at any regular or special meeting or by electronic and/or mail ballot.
ARTICLE VIII. Dissolution
SECTION 1. Assets
The Society shall be organized as a non-profit corporation. No money or assets of the corporation shall be distributed to Officers or Directors of the corporation, except to the CEO as compensation for services. The corporation shall not make any loans of any kind of corporate assets.
SECTION 2. Dissolution
In the event of dissolution of this Society by vote of the membership or legal action, after the discharge of all debts and obligations, any funds and property remaining thereafter shall be conveyed to another qualified non-profit organization(s) deemed by the Board at the time of dissolution, or if appropriate in the case of legal action by the presiding judge, to be dedicated to the perpetuation of objectives similar in nature to those of the International Society for Molecular Plant-Microbe Interactions, Inc., provided that such organization(s) at the time of dissolution shall be exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or under such successor provisions of the Code as may be in effect at the time of dissolution, and also provided that the conveyance of such funds and property is consistent with the Articles of Incorporation of the Society and the provision of Chapter 317, Minnesota state as amended to date of dissolution.
