CHAPTER I – NAME AND SITE
Article 1. Establishment – Name – Domicile – Emblem – Duration
- A non-profit scientific association is being established, by the name “Hellenic Bioscientific Association in the United States of America” (HBA-USA).
- Domicile of the association is the city of Boston (Massachusetts-United States of America). The Association will create local branches when 10 registered members of the association that have fulfilled their financial obligations and are based in the same state (other than Massachusetts) desire to do so. The members need to apply to the Board of Directors and their application is submitted for approval to the General Assembly.
- The emblem of the association represents one double helix of DNA next to a half Greek column of ionic order. The name of the association is placed at the bottom of the emblem.
- The association’s duration is unlimited.
CHAPTER II- OBJECTIVES
Article 2. Objectives
The objectives of the HBA-USA are:
- To create a network of communication and cooperation among bioscientists of Hellenic descent those are currently based in the U.S.A.
- To facilitate the flow of information and ideas on scientific and professional issues among its members.
- To promote the cooperation between universities, research institutes and companies that occupy its members.
- To facilitate newly arrived scientists of Hellenic descent in acclimating to their new environment by bringing them to contact with members that are in proximity.
- To create a body that accumulates a substantial number of bioscientists of Hellenic descent so that it can represent its members’ positions in topics of special professional interest within the USA and overseas.
- Obtain and distribute information on matters and available employment opportunities that are of interest to its members.
- To facilitate the scientific dialogue between Europe (especially Greece) and USA and strengthen the communication and cooperation between the members of the academic and other bioscientific communities in the USA and Europe (especially Greece).
- To establish a base, in terms of finances and human resources, that will provide scientists from the USA and Greece with the opportunity to cooperate for mutual scientific benefit which will create the basis for further scientific and cultural interaction between the two countries.
- To promote the cooperation between its members and existing scientific associations.
- To disclose information related to the members’ research interests to the public.
CHAPTER III – MEMBERSHIP
Article 3. Membership requirements
- The members shall be:
- The full members have to be of Hellenic descent based in the U.S.A. The full members have to be associated with biological sciences through one of the following ways: biological (including interdisciplinary research), biomedical research and biological studies. Full members shall have a vote and be eligible for positions in the Association.Exceptions will apply for those becoming a member from a non-USA location for the purposes of participation to an HBA-USA program e.g. mentoring, scholarship. Those members cannot vote or be eligible for positions in the Association.
- Honorary members shall be those persons dedicated to Bioscience and who, by their scientific achievements or by their contributions to the development of the activities of the Association, shall be accorded this distinction. They shall not have a vote nor shall be eligible for positions in the Association unless they are full members. The honorary members shall not need to be of Hellenic descent and they do not have to pay membership dues.
Article 4 – Member’s responsibilities
- Any member that accepts a board position has fulfilled the duties assigned to that position by the statute of the association.
- Members of the association should be prompt with their annual dues which are paid every calendar year. The Unit Subscription shall be stated in terms of the United States of America Dollar. The subscription amount will be determined and can be modified by the Board of Directors
- Members, if they select to be contacted, should be willing (at their convenience) to provide information, guidance or assistance in any way they consider possible to any scientists or other members of the association that are interested.
Article 5 – Membership cancellation or change of status
- Any member can submit for suspension of his/her membership simply by contacting the BD via post, fax or email.
- Members that leave the U.S. permanently without notification of the board will have their membership status changed to alumni by the BD as soon as the situation is realized.
- Membership status will be automatically changed to alumni in the case when a member fails to pay his/her annual dues, even after repeated notice by the Treasurer or the General Secretary of the board. Inability to commit payment 3 months after the notification will result in the change of the membership status.
- Automatic suspension after repeated notice is likely for members that fail to abide with rules of proper conduct as described in the association’s statute.
- Suspended membership will happen due to serious illegal activity according to the USA legislation.
- Suspended membership will happen due to ethical reasons which include issues concerning racial discrimination, sexual harassment offensive and inappropriate behavior towards a second party individual within the Association, usage of the name of the Association for personal benefits, misconduct of the name of the Association without prior approval of the Board.
- In any of the above described cases the membership is under suspension by a majority decision of the members of the BD. The suspended member does not receive any information from the association organs and cannot participate in any of its activities. Before such action shall be taken the suspended member will be given the opportunity to explain the incident in a formal written personal statement, addressed to the BD.
- The membership cancellation is effective upon the validation of the Board of Directors (BD).
CHAPTER IV- ADMINISTRATION OF THE ASSOCIATION
Article 6 – Organs of the Association
Collective organs of the Association are the General Assembly (GA) and the Board of Directors (BD).
- THE GENERAL ASSEMBLY
Article 7 – Responsibilities
- The GA consists of all the full members of the association.
- The GA constitutes the main body and the superior organ of the Association. It has the right to decide for any issue and its decisions are obligatory for all members.
- The GA decides the modification of the Statute, the approbation of the balance and the members’ exemption from any responsibility, the approbation or the reformation of the annual budget, the integration or not of the Association to a wider Union, the expulsion of a member, the dissolution of the Association, the approbation and/or the taking of decisions for any matter that is submitted to it by the BD, as well as for every other issue that does not fall under the responsibility of the BD.
Article 8 – Convocation of the GA
- The GA regularly meets once a year. The meeting is being held at a place and time defined by the BD or via electronic media. A call is being addressed to the members of the Association at least two months before the day of the meeting.
- It irregularly meets every time the BD judges it is necessary or every time at least the 1/3 of the full members that have fulfilled their financial obligations, ask for it by a written request to the BD.
Article 9 – Quorum-Discussion-Voting
- The GA has a quorum since more than the half of the full members that have fulfilled their financial obligations are present, either in person or by proxy. In case of not having a quorum, the GA meets, with no further call, in a day that the BD decides and announces with the GA call. In that case, quorum is achieved with all present members.
- During its regular annual meeting, the GA discusses and decides on all issues that are included in the agenda, which is made out by the BD. A non-scheduled issue will be added to the GA agenda, during the GA, whether the simple majority of the participants will approve for that.
- Taking decisions on the agenda’s issues, except the cases of election, and dissolution of the Association, requires a simple majority of the presents. The voting is being done by name or by show of hands. If the result is not clear then a secret ballot voting will take place.
- The President of the BD chairs the GA works and the General Secretary takes the minutes of the Meeting in the special book of minutes of the GA or electronically and stores them to the HBA-USA electronic folder.
- BOARD OF DIRECTORS
Article 10 – Mandate and number of BD members
- A seven-members Board of Directors that is elected by ballot every two years by the full members runs the Association. The BD is made up of the President, the Vice-president, the General Secretary, the Treasurer, the Appointed Secretary and two Councilors. Additionally, two substitute members can replace any of the BD members that is unregistered. Any of the two substitute members could undertake a special role i.e. social media coordinator and public outreach.
- BD’s members ought to be full members based in the USA and fulfill their financial obligations.
Article 11 – Convocation of the BD
The BD meets regularly, once every three months at minimum after a President’s convocation, and irregularly, every time that is necessary or if at least three members ask for it in written request where they report the issues for discussion.
Article 12 – Quorum-Taking decisions
- The BD has a quorum since at least four of its members are present, the President or the Vice-president included.
- Decisions are taken by absolute majority of the presents. In case of equality in votes the topic is being transferred to the agenda of the next BD meeting. Whether the 2nd discussion results in equality the president’s vote prevails.
- Decisions are filed in the BD minutes book and are signed by all the participants to the meeting, after having them read and ratified at the beginning of the following meeting. Alternatively, the meetings are being recorded and become available to the BD members after the end of the meeting.
- Each BD member can be represented by another member of the BD with a written permission that is being brought in the BD’s meeting by the representative. Additionally a written or oral notification to at least one member of the BD, other than the representative, is necessary.
- In special cases that more than 3 of the BD members are based permanently in places of long distance among them the BD can convene in an electronic forum. The President is responsible for the verification of the participants’ identities.
Article 13 – BD responsibilities
- The BD runs the Association and decides on every matter that concerns its aims, except those that are falling under the GA’s exclusive responsibility. According to relative regulations of the Statute, the BD decides on members’ registration. It also decides on the registration rights, the amount of the annual full members’ subscriptions, and every special, obligatory or not contribution of members, in order to deal with a certain need or the realization of a certain work or a certain manifestation of the Association. It manages the assets of the Association and draws up the annual budget and the annual report. It calls the GA and executes its decisions.
- In general, it plans, coordinates and executes the activities and operation of the Association and acts for the success of its aims, and wields any administration, management and disciplinary authority derived from the Statute.
- It is the editorial committee for all Association’s editions.
- Responsibilities that do not derive from this Statute are defined by a BD decision.
- In the field of its responsibilities, it can suggest, on its operation responsibility, the forming of special committees or working groups for every action area, which have purely consulting or in cases executive character.
- The BD cooperates with a consulting advisory committee (AC) which consists of exceptional Hellenic Ancestry members of the international academic or corporate community. The AC is constituted by no more than 15 members, proposed by each BD, among internationally distinguished workers in the fields related to the Association’s objectives. AC members may be consulted individually or in groups each time the BD or GA deems it necessary. Reports of the AC may be transmitted by post, fax or electronic mail. In particular, the AC:
- Advises the Board of Directors as to the assignment of funds and of fellowships;
- Examines and expresses its opinion about the proceedings relating to single activities initiated by the Association;
- Can in turn consult other experts not belonging to the Association.
- The Past Presidents Committee is another body with advisory role. The committee meets with the BD once per year and then as needed.
Article 14 – Election of the Board of Directors
- The election system for the board of directors (BD) is the proportional representation.
- The elections of the seven BD members are held every two calendar years.
- The Election Day is announced by the outgoing BD at least 90 days before.
- The outgoing board of directors suggests 3 full members to constitute the Returning Board (RB) 60 days prior to the Election Day. The eligible members for the RB are those who retain the right to vote at least 120 days prior to the Election Day. The members of the RB cannot be voted.
- The right to be voted is reserved only to the full members that have fulfilled their financial obligations prior to their submission of being elected. These members ought to have no Statute qualification restraints of being elected.
- All full members that have fulfilled their annual financial obligations have the right to vote. The candidates for the BD file written candidatures to the BD and RB 45 days before the day of election the latest and send them either by fax or regular mail or email or combination of the above. Candidatures shall contain a brief scientific profile of the candidate and the BD position that the candidate aims to hold.
- Any of the full association’s members retains the right to dispute the eligibility of any of the RB suggested members or the candidates for the BD and explain the reasons with a written report to the outgoing BD 60 days prior to the Election Day the latest.
- Elections are held by one single ballot. The ballot paper is unified and contents in alphabetical order the names of the BD candidates. Each voter votes by making cross in front of the name of his choice. He can choose as many candidates as the number of the BD members. The voters can either vote on the pre-announced place of election or by sending the ballot in a closed envelope that will have been mailed to them along with the ballot by the RB. The ballot containing envelope needs to be placed in another envelope and sent registered to the headquarters.
- Electronic voting is also possible upon anonymity’s security.
- Candidates with the majority of votes are those to be elected. The first nine candidates elected form the BD (7 regular members and 2 substitutes). The rest of the elected candidates are considered as runners-up.
Article 15 – BD constitution and assumption of duties
- Within one month after the election of the first councilor and after his/her call, the elected members of the BD meet for the first meeting and they form a body.
- Afterwards, at the same day, the new BD meets with the former one and receives the archives etc. of the Association.
CHAPTER V – DUTIES OF THE BD MEMBERS
Article 16 – Duties of the President
- The President shall be a member of the Board
- The duties are:
- Represent the Association in all of its acts. The BD President represents the Association before all competent, governmental or intergovernmental authorities, private and public institutions and organisms, as well as banks, for all its relations and affairs.
- Preside over the meetings of the BD and the GA of the Association.
- Take care of the execution of the Statute and the decisions of the BD and the GA.
- Sign all papers along with the General Secretary.
- Countersign the pay orders along with the treasurer.
- Give instructions to the other members of the Board of Directors in order to unify opinions for the advancement of the Association.
- Inform the Association through the General Secretary of his/her activities.
- In case s/he cannot be present as President of Association for a major reason, s/he will be represented by the Vice-President. If both are absent for two consecutive meetings, the Board Members shall elect one of its members to preside.
- In case of resignation of the President, the Vice-President will become President and will hold the position for three calendar months. The position of Vice-President will be occupied by one of the substitute members of the BD for 3 months. After 3 months the BD members will decide for rearrangement of the BD positions, whether necessary.
Article 17 – Duties of the Vice-President
- The Vice-President shall be a member of the Board
- The duties are:
- Work in conjunction with the President and represent him/her in his/her absence or whenever necessary.
- In case of resignation of the Vice-President, the Appointed Secretary will become Vice-President and will hold the position for three calendar months. The position of Appointed Secretary will be occupied by one of the Councilors of the BD in the way that is described in the case of resignation of the Appointed Secretary in Article 19-Paragraph 2.
- The Vice- President shall act as official representative of the Association, at the request of the President and the Board.
Article 18 – Duties of the General Secretary
- The General Secretary shall be a member of the Board
- The duties are:
- Runs the operational activity of the Association’s offices.
- Keeps the archives and its Seal and is responsible before the BD for the maintenance and the regular up-dating of the members’ Register and the exact taking of the minutes during the meetings of the BD and the GA. Alternatively s/he records the meeting after informing the attendees and makes the recording available to them by the end of the meeting.
- Maintains and goes through Association’s correspondence by countersigning all the outward documents.
- The General Secretary, in conjunction with the President, records all of the Acts of the Association as well as the correspondence of the Association.
- S/He shall have custody of the records, which will be presented at the end of his/her term to the next General Secretary.
- In case of resignation of the General Secretary, the Appointed Secretary will replace and will hold position for three calendar months. The position of Appointed Secretary will be occupied by one of the Councilors of the BD in the way that is described in the case of resignation of the Appointed Secretary in Article 19-Paragraph 2.
- The General Secretary shall act as official representative of the Association, at the request of the President and the BD.
Article 19 – Duties of the Appointed Secretary
- The Appointed Secretary shall be a member of the Board.
- The duties are:
- The Appointed Secretary shall work in conjunction with the General Secretary and represent him/her or take over her/his responsibilities whenever necessary.
- The Appointed Secretary shall assist the General Secretary at all meetings of the BD, and all GAs.
- In case of resignation of the Appointed Secretary, the BD proposes one of the two Councilors to replace and hold position for three calendar months. The position of Councilor will be occupied by one of the substitute members of the BD for 3 months. After 3 months the BD members will decide for rearrangement of the BD positions, whether necessary.
- The Appointed Secretary shall act as official representative of the Association, at the request of the President and the BD.
Article 20 – Duties of the Treasurer
- The Treasurer shall be a member of the Board.
- The duties are:
- The Treasurer is responsible for the performance of all financial affaires and acts of the Company.
- Draws up the annual budget and balance.
- Keeps the accounts and all books and records provided by the law.
- Signs together with the President the pay orders.
- Collects the contributions and the subscriptions and proceeds to payments.
- The treasurer is responsible for the preparation of the budget and for presentation at the GA.
- In case of resignation of the Treasurer, the BD proposes one of the two Councilors to replace and hold position for three calendar months. The position of Councilor will be occupied by one of the substitute members of the BD for 3 months. After 3 months the BD members will decide for rearrangement of the BD positions, if necessary.
- The Treasurer shall act as official representative of the Association, at the request of the President and the Board.
Article 21 – Duties of the Councilors
- The Councilors shall be members of the Board.
- The Councilors do not have specific duties. Their responsibilities are determined by the BD meeting and depend on each activity which is organized by the association.
- The Councilors shall act as official representatives of the Association, at the request of the President and the Board.
- In case of resignation of one Councilor, the BD proposes one of the two substitute members of the BD to replace and hold position until the next election.
CHAPTER VI – EXPULSION OF A MEMBER OF THE BD
Article 22 – Expulsion reasons
- Each member of the BD falls from his position and is being deregistered due to any of the reasons which are described in Article 5 which describes the deregistration reasons of the association’s members.
- The BD retains the right to propose for expulsion a BD member whether the rest of the members conclude that his/her action opposes to the association’s aims.
Article 23 – Expulsion procedure. The expulsion of a BD member is proposed after the submission of a written application to the BD and the GA by the 2/3 of the BD members. The member which is under expulsion is paused from any BD activity upon the expulsion’s validation by the GA. Should the GA not validate the expulsion’s proposal the BD member will retain the right to act as a full BD member. Should the GA approve the expulsion the member is being deregistered and does not have the right to resubmit for membership.
CHAPTER VII – RESOURCES-FINANCIAL ADMINISTRATION
Article 24 – Regular and Irregular Resources
- Association’s resources are divided into regular and irregular.
- Regular resources are: the annual member subscriptions, whose rate is defined by a BD decision. Any other income that derives from the exploitation of Association’s assets, organized manifestations, the distribution of its editions, etc. is considered as a regular resource.
- Irregular resources are any other income, as for example, irregular contributions of members or other natural or legal persons, donations, heritages, bequests, selling of assets, grants or other financial assistance on behalf of natural and legal persons governed by private or public law (domestic or foreign, national or international), etc.
- The association can apply for grants and receive funding for research projects which will be conducted by its members.
- The association’s monetary inflows have to equal the monetary outflows. Profit should equal $0. In case of a positive monetary balance at the end of the year the surplus cannot be distributed as a profit but it will be kept in the treasury for future actions of the Association.
Article 25 – Donations-Heritages-Bequests
- Donations by individuals and corporate entities to the Association will be accepted only by name. Heritages towards the Association are always accepted for the benefit of the inventory. Heritages and donations, for a certain reason, constitute a special chapter of the budget, which is distributed exclusively according to the definitions by the donor or the devisor.
- Bequests with encumbrances are accepted only after a BD decision, taken by absolute majority of its members.
Article 26 – Security of Association’s Assets
- Company’s assets in money are deposited in a bank of USA in any type of deposit or are kept within online payment or electronic transfer systems e.g. Paypal. Withdrawal of these amounts, or a part of them, can be done according to what is provided by this Statute.
- The treasurer can keep a reasonable amount of money in the Treasury, in order to deal with current expenses.
Article 27 – Financial Management
- Projected fiscal year begins the 1st day of the next month after the approval of the official registration of the association.
- After a treasurer suggestion, the BD draws up the annual regular budget and the balance of the previous financial year.
- The BD decides every expense in the field or not of the regular budget.
- A BD decision is required for every buying and selling of assets that belong to the association.
- The Association is not allowed to distribute, directly or indirectly any profits or management surplus, funds, reserves or social assets, unless allocation and distribution are required by law.
- The Association must spend profits or management surplus on institutional and related activities.
CHAPTER VIII – CHANGES TO THE STATUTES AND DISSOLUTION OF THE ASSOCIATION – LAW TO APPLY
Article 28 – Changes to the Statute
- Proposals for changes to the Statute shall be submitted to the GA by the BD or by 2/3 of the full members. At least five members of the Association shall be required to petition the Board to submit such proposals to the GA. The text of such proposed changes shall be sent to the Secretary at least two months before the GA.
- Changes to the Statutes must be approved by a 3/4 majority of the members present and voting at the GA.
Article 29 – Dissolution of the Association
- The Association may propose its dissolution by notice in the Agenda of the General Assembly. Such decision shall be taken by the General Assembly voting by secret ballot. The result of the vote shall be communicated to all members of the Association in writing.
- After all liabilities have been met, the balance of monies remaining shall be credited to one or more scientific organizations concerned with Bioscience. The choice of such a body or bodies shall be made by the General Assembly, to which the Board shall submit its proposals in this connection.
Article 30 – Law to apply. What is not covered by the present Statute can be regulated by a GA decision and is necessary to be governed by the regulations in the field of non-profit organizations included in the USA Civil Code.