Section 1. Purposes.

The purposes of the Society are scientific, educational, literary, charitable, and no other. In furtherance of these purposes, the business and objectives of the Society shall be
(a) to advance the understanding of bioinformatics and computational biology;
(b) to bring together scientists of various backgrounds and disciplines;
(c) to facilitate the collaboration of researchers with similar or complementary backgrounds to solve biological, health, and/or medical problems;
(d) to promote education in bioinformatics and computational biology;
(e) to inform the general public on the results and implications of current research in bioinformatics and computational biology; and
(f) to promote other activities that will contribute to the development of bioinformatics and computational biology.
The Society will especially support, encourage, and mentor our Trainee Members.

Section 2. Non-Profit Status.

The Society is organized and shall be operated as a not-for-profit membership corporation. If the Board of Directors of the Society elects to seek and obtains an exemption for the Society from Federal taxation pursuant to Section 501(a) of the Internal Revenue Code, as amended (the “IRC”), and until such time, if ever, that such exemption is denied or lost, the Society shall not be empowered to engage directly or indirectly in any activity which the Society believes would be likely to invalidate its status as an organization exempt from federal taxation under Section 501(a) of the IRC as an organization described in Section 501(c)(3) of the IRC.

Section 1. Members.

The Society shall consist of two classes of members: Professional and Trainee. Both member classes are eligible to vote if they are in good standing.

Section 2. Professional Members.

Any person who has a professional interest in bioinformatics or computational biology is eligible to be a Professional Member unless he/she is eligible for Trainee Member and chooses that option (see the definition below, Section 3). Applications shall follow procedures defined by the Board of Directors. Professional members are eligible to advance in three membership grades: Regular, Senior, and Fellow. The Board of Directors shall define eligibility, nomination, and evaluation criteria for each membership grade and set the quota each year for the Senior and Fellow grades.

Section 3. Trainee Members.

Trainee members would comprise of both Students and Postdoctoral Fellows. Any person enrolled in an educational institution and any postdoctoral fellow affiliated to an academic, industrial or government research facility is eligible to apply for a Trainee Membership instead of a Professional Membership. Trainee Membership shall terminate at the end of the first membership year in which the Trainee is no longer a Student or Postdoctoral Fellow. Trainee Members are eligible for reduced dues and assessments.

Section 4. Dues and Assessments.

The Board of Directors shall set annual dues and special assessments to the Members according to the needs of the Society. Trainee Members shall receive a discounted membership rate. The membership begins on the first day of the calendar year in which the payment is received and cannot be applied retroactively to previous years or prospectively to future years.

Section 1. Annual Meeting.

The Society membership shall meet annually at a place and time designated by the Board of Directors. The Board of Directors may also call Special Meetings of the membership.

Section 2. Notice of Meetings.

The President shall notify members of Annual Meetings and Special Meetings of the membership as a whole, indicating the place and time of the meeting and, in case of a Special Meeting, the purpose for which the meeting is called. Notice of an Annual or Special Meeting shall be distributed not less than ten or more than 60 days before the date of the meeting, provided that the Board may tentatively schedule the date, place and time of the Annual Meeting, and provide notice thereof, more than 60 days before the date of the meeting.

Section 3. Quorum.

Ten percent of all of the Members at the meeting constitutes a quorum for all purposes at any meeting of the Members. In the absence of a quorum at any meeting or any adjournment thereof, a majority of the Members entitled to vote who are present may adjourn such meeting to another place, date or time.

Section 4. Voting by Members.

Each Member has one vote. Except as provided herein, a plurality of the votes cast determines all elections and a majority of the votes cast determines all other matters. The Members shall vote by ballot, whether in person, via paper ballot, or via electronic voting software; however, the vote can be carried out by voice if requested. Each ballot shall state the name of the Member voting and such other information as the Society may require under the procedure established for the meeting.

Section 5. No Proxy Voting.

Voting by proxy is not permitted.

Section 6. Written Consent.

The Members may take any action that they could take at any Annual or Special Meeting without a meeting, with prior notice, a vote, and signing consent in writing, setting forth the action taken. For this, the minimum number of Members needed is the same as the number that would be necessary to authorize or take the action at a meeting at which all Members entitled to vote were present and voted. The Secretary shall give prompt notice of any corporate action taken by less than unanimous consent without a meeting to the Regular Members who have not consented in writing.

Section 1. The Presidential Officers.

The Presidential Officers consist of the President-Elect, President, and Past President.
The President shall preside at meetings of the Board of Directors, Annual Meetings, and Special Meetings of the Society; shall be responsible for executing policies determined by the Board of Directors; shall act as spokesperson for the Society; and shall see that all Orders and Resolutions of the Board of Directors are carried into effect.
The Past President and the President-Elect shall assist the President, shall be members of the Board of Directors, and shall substitute for the President when necessary. The Past President shall take precedence over the President-Elect in substituting for the President. The Past-President shall prepare a slate of nominees for the President position to give to the Board of Directors for presentation to the membership at the Annual Meeting.
Immediately after the Annual Meeting, the President-Elect will take the role of President while the current President shall become Past President. The Past President must take care of any remaining items from the tenure of their term over the next 3 months, including submitting the annual report for the Annual Meeting and other organizational tasks.

Section 2. Election and Succession of Presidential Officers.

The President-Elect shall be elected annually for a period of one year by a vote of the Members in good standing of the Society during the Annual Meeting. The President-Elect, the President, and the Past President are required to be Members of the Society and in good standing. Election of the President-Elect shall be by simple plurality of votes received from all Members attending the election during the Annual Meeting, either in person or through an electronic voting software. The President-Elect shall assume that office at the conclusion of the Annual Meeting and, at the same time, the previous President-Elect shall assume the office of President at the conclusion of the Annual Meeting and, at the same time, the previous President shall become Past President. The Past President shall not be eligible for re-election to the office of President-Elect for a period of one year after completing their term as Past President.

Section 3. The Secretaries.

Both Secretary and Past Secretary shall assist the President and shall be responsible for recording, transcribing, and organizing the minutes of all meetings of the Board of Directors and Special Meetings. The Past President shall take over the role of Secretary if neither Secretary or Past Secretary are present for a meeting of the Board of Directors or a Special Meeting. The Secretary shall be appointed by the President from the Board of Directors and approved by the Board of Directors and may not also hold a Presidential Office. The Secretary shall substitute for the President if neither the Past President nor the President-Elect can serve and, at the same time, the Past Secretary will take over the Secretary position.

Section 4. The Treasurer.

The Treasurer and Backup Treasurer shall be responsible for timely oversight of all moneys and valuable effects in the name and to the credit of the Society, and for overseeing full, timely, and accurate accounting of receipts and disbursements in books belonging to the Society. Both Treasurers shall render to the President and Board of Directors at its Regular Meetings, or when the Board of Directors so requires, an account of the financial transactions and status of the Society. The Treasurer shall serve as Chairperson of the Finance Committee. The Treasurer shall be appointed by the President annually and approved by the Board of Directors and does not have term limits. When the President appoints a new Treasurer, the current Treasurer will automatically become the Backup Treasurer. The Treasurer serves as a non-voting Board Member and shall substitute for the President if the Past President, the President-Elect, and the Secretary cannot serve. In a situation in which the Treasurer resigns or is replaced by a majority vote of the Board of Directors, the Backup Treasurer will take his/her position as Treasurer.

Section 5. Contracts.

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Society. The Board may make such authorization general or special.

Section 1. Board of Directors.

The Society's affairs shall be conducted through a Board of Directors consisting of 11 total members, including the President, the President-Elect, the Past President, the Secretary, and other non-executive committee members. Each of the Directors shall have one vote. Each director shall serve 3 years per term and can be re-elected for at most one additional term for a total of 6 consecutive years. Each board member is required to lead in an area of responsibility deemed important for the maintenance and growth of the organization, including but not limited to: membership development, workgroup coordination, website development, public relations, nomination and election, fund-raising, Annual Meeting organization, documentation, event planning, and budgeting.

Section 2. Quorum.

A quorum of the Board of Directors shall consist of 60% of the total number of Directors. In the absence of a quorum, a majority of the Directors present at any meeting may adjourn the meeting to another place, date or time without further notice.

Section 3. Meetings.

The Board of Directors shall meet at the Annual Meeting, notice of which need not be given. The Board may meet at other times and places as it deems necessary and shall provide written notice to each Director of the time, place, date and purpose of the meeting of not less than three business days. Meetings may be conducted in person, via videoconference, and/or by telephone or other form of live telephonic communication. The Board of Directors may also conduct business by mail, email, web surveys or other written consents.

Section 4. Election of Board of Directors.

A Board Member shall be elected for a three-year term. Each year, at least one seat for a new Board of Directors position and one seat for re-election of a current Board of Director position will be made available for a total of a minimum of two but a maximum of three Director positions, in addition to the President-Elect, to be elected at the Annual Meeting. If an existing Board Member is elected to be a Presidential Officer (e.g., President-Elect), a replacement will then be elected. Newly-elected Directors are required to be Members of the Society and in good standing. Board Members who are completing their term on the Board may not be immediately re-elected except as President-Elect but may be re-elected to another term as a Board Member after one year. Newly-elected Directors shall assume office at the conclusion of the Annual Meeting.

Section 5. Resignation of Board of Directors Members.

In the event that a Director resigns, the Board of Directors is authorized to name an acting replacement to serve the remainder of the current term year until the next Annual Meeting at which time the Members shall elect a replacement to serve out the remaining term, if any, of that Director.

Section 6. Removal of Board of Directors Members.

One Director may propose the removal of another Director with a strong justification such as their improper behavior during their term, gross negligence, or failure to properly fulfill the duties of a Director. In such a situation, the President (but if the President is accused, the responsibility should be taken by the Past President) needs to investigate and present the evidence in written form to the rest of the Board of Directors (excluding the accused and accuser) to solicit an anonymous vote of removal. The number of votes must meet or exceed the quorum (calculated based on the remaining number of Board of Directors) to proceed with the removal. If the support for removal exceeds a minimum of 70% of the votes, the announcement of the removal will also be posted on the organization website with the verbiage approved by the Board of Directors. The Board of Directors shall name an acting replacement Director to serve the remainder of the current term year until the next Annual Meeting at which time the Members shall elect a replacement to serve out the remaining term, if any, of that Director.

Section 7. Replacement of a Presidential Officer.

If a Director who held a Presidential Office resigns or is removed from office, the Board is authorized to name an acting replacement Director as described above. In addition, if that Director held the office of Past President, the Board will function for the remainder of the term year without that officer, with the Membership electing a new President-Elect (as usual) at the next Annual Meeting. If the resigning/removed Director held the office of President, then the President-Elect will immediately become President for the remainder of the current term year and will remain as President for the subsequent term year, as originally planned, with the Members electing a new President-Elect (as usual) at the next Annual Meeting. If the resigning Director held the office of President-Elect, the Board will function for the remainder of the term year without that officer and the Members shall elect both a President and President-Elect at the next Annual Meeting.

Section 8. Limits on Liability of Directors.

To the fullest extent permitted by the General Corporation Act, as the same exists or may be amended, a Director of the Society shall not be personally liable to the Society or its Members for monetary damages for breach of fiduciary duty as a Director.

Section 9. Official Declaration of Duties.

Members of the Board of Directors, when assuming their positions, are required to sign the MCBIOS Board Guidelines (more in Article VII) for which their positions are responsible. They may be held accountable for failing to address the responsibilities associated with their positions and may not be eligible for similar positions in the future.

Section 1. Context.

The Board Guidelines summarize key responsibilities and the societies' expectations for each position in the Society. They also provide a list of standing committees in the Society which have been approved by Board of Directors with a majority vote. These committees appointed by the Board of Directors act for the Board for special purposes and the individuals serving on the committees may or may not be Members of the Society.

Section 2. Execution.

Each new Board member must sign the Guidelines before officially taking a position. The Guidelines needs to be reviewed every year for Board approval.

Section 1. Recognition.

Chapters are membership subgroups of MCBIOS within a specifically defined geographical region or institution. Working groups are membership subgroups of MCBIOS within a specifically defined topic area regardless of geographical or institutional confines. The Board of Directors may choose to recognize any Chapter or Working Group made up of three or more Members with a duly-elected Chair who may optionally participate in Board of Director meetings in an ex-officio capacity. Chapters or Working Groups who wish to be recognized must apply for recognition and indicate their planned meeting schedule, any proposed Chapter or Working Group structures, and their purpose for organizing. Chapters or Working Groups remain at all times under the supervision and authority of the Board of Directors, which may revoke recognition.

Section 2. Meeting Requirements.

Each Chapter or Working Group needs to inform the Board of Directors about their meetings. A minimum of one meeting per year and a meeting report are required to maintain the Chapter or Working Group in good standing.

Section 3. Hosting Annual Meetings.

Only recognized Chapters or Working Groups may host the Society's Annual Meetings, upon approval by Board of Directors by following the established conference approval process.

Section 1. Actions Other Than in the Right of the Society.

The Society shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the Society) by reason of the fact that they are or were a Director, officer, employee or agent of the Society or are or were serving at the request of the Society as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture or other enterprise against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Society and, with respect to any criminal action or proceeding, had no reasonable cause to believe that their conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in good faith and in a manner which they reasonably believed to be in or not opposed to the best interest of the Society and with respect to any criminal action or proceeding had reasonable cause to believe that their conduct was unlawful.

Section 2. Actions by or in the Right of the Society.

The Society shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Society to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the Society or is or was serving at the request of the Society as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Society; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Society unless and only to the extent that the court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in the view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. Advancement of Expenses.

Expenses incurred in defending a civil or criminal action, suit or proceeding, in advance of the final disposition of such action, suit or proceeding shall be repaid upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be determined that they are not entitled to be indemnified by the Society.

Section 4. Insurance.

The Society may purchase (upon resolution duly adopted by the Board of Directors) and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Society, or is or was serving at the request of the Society as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity, or arising out of their status as such, whether or not the Society would have the power to indemnify such person against such liability.

Section 5. Indemnification Required.

To the extent that a Director, officer, employee or agent of the Society has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to herein or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

Section 6. Entitlement.

Every such person shall be entitled, without demand upon the Society or any action by the Society, to enforce their right to such indemnity in an action at law against the Society. The right of indemnification and advancement of expenses provided in this Article shall not be deemed exclusive of any rights to which any such person may now or later be otherwise entitled and specifically, without limiting the generality of the foregoing, shall not be deemed exclusive of any rights pursuant to statute or otherwise, of any such person in any action, suit or proceeding to have assessed or allowed in their favor against the Society or otherwise, costs and expenses incurred or in connection therewith or any part thereof.

Section 1. Definitions.

(a) Interested Person.
Any Director or officer who has a material direct or indirect financial interest, as defined in this Article, is an interested person.
(b) Financial Interest.
A person has a financial interest if the person has, directly or indirectly, through business, investment or family: (i) an ownership or investment interest in any entity with which the Society has a transaction or arrangement; (ii) a compensation arrangement with the Society or with any entity or individual with which the Society has a transaction or arrangement; or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Society is negotiating a transaction or arrangement. A person shall not be deemed to have a “financial interest” due to an employment arrangement with, or serving as a director or officer of, another non-profit entity that is exempt from federal income taxation under the Code.

Section 2. Disclosure.

An Interested Person shall disclose to the Directors the existence and nature of their financial interest in any proposed transaction or arrangement involving the Society.

Section 3. Procedures for Addressing Conflicts of Interest.

The President or the Chair of a committee considering a transaction or arrangement involving an Interested Person shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The Board or committee shall determine whether the Society may, without undue burden, delay or expense, obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine, by a majority vote of the disinterested Directors, whether the transaction or arrangement is in the best interest of the Society and whether the transaction is fair to the Society.

Section 4. Violations.

If the Board or committee has reasonable cause to believe that an Interested Person has failed to disclose a conflict of interest as required in this Article, the Board or committee shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the Interested Person and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the Interested Person has in fact failed to disclose a conflict of interest as required in this Article, the Board or committee shall take appropriate disciplinary and corrective action.

Section 5. Record of Proceedings.

The minutes of the Board or committee shall contain:
(a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with a conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the decision as to whether a conflict of interest in fact existed, and
(b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, and a record of any votes taken.

Section 6. Compensation.

A Director or committee member who receives compensation, directly or indirectly, from the Society shall not vote on matters pertaining to their compensation.

Section 7. Annual Statements.

Each Director, officer and committee Chair shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflicts of interest policy;
(b) Has read and understands the policy;
(c) Has agreed to comply with the policy; and
(d) Understands the Society is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Section 8. Periodic Reviews.

To ensure the Society operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Society's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 9. Validation of Contracts.

No contract or transaction between the Society and one or more of its Directors, Officers or Members, or other organization in which one or more of its Directors, Officers or Members are Directors, Officers or Members or have a financial interest shall be void or voidable solely for this reason or solely because the Directors, Officers or Member is present at or participates in the meeting of the Board which authorizes the contract or transaction or solely because their vote is counted for such purposes if:
(a) The material facts as to the Director's interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested Director(s); or
(b) The contract or transaction is fair as to the Society as of the time it is authorized, approved or ratified by the Board of Directors.

Section 10. Quorum.

Interested Directors may be counted in determining the presence of a quorum at a meeting at which the Board of Directors authorizes the contract or transaction.

Section 1. Period.

The fiscal year of the Society shall be the calendar year commencing on the 1st day of January and ending on the 31st day of the following December.

Section 2. Treasurer's Report.

A report of the fiscal state of the Society shall be made by the Treasurer at the Annual Meeting and whenever requested by the Board of Directors.

The Society shall not exclude from participation, deny benefits or services, or discriminate against any individual, on the basis of race, color, national origin, religion, sex or physical disability or impairment, under any program or activity it sponsors or conducts.

Subject to the provisions of the Certificate of Incorporation, the Members or the Board of Directors may amend or repeal these Bylaws at any meeting or by written consent. The Secretary shall record all amendments or repeals of these Bylaws by making the required changes on the Society's copy of the Bylaws and either noting the effective time of the change (and all other changes following the last restatement of the Bylaws) in a parenthetical following the amended or deleted Section or restating and certifying an amended and restated version of the then effective Bylaws.

In the event of the dissolution or termination of the Society, title to and possession of all the property of the incorporated Society shall pass forthwith to such organization or organizations qualified for exemption under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, that in the option of the Board of Directors is or are best fitted to carry on the purpose of the MidSouth Computational Biology and Bioinformatics Society.

The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the Bylaws of the Society, as adopted by the Board on 2/19/2021.

Executed as of 3/19/2021, in the presence of our attorney.

Dr. Robert Doerksen, Secretary, Updated 3/19/2021