Article of Organization

Name

The name of the organization is the International Association for Biological and Medical Research, Inc. (hereinafter, "the Association"). The Association is a non-profit organization.

Mission

The mission of the Association is to serve its members and the global community by
(1) Providing a platform for professional interaction and collaboration amongst scientists across all disciplines of biological, pharmaceutical and medical research.
(2) Providing consultation, education and assistance to the global biomedical research communities both established and developing.

Article I: Offices

The headquarters of the Association is located in Boston, Massachusetts, USA. The Association may have branch offices at other places as the Board of Directors may from time to time determine if necessary.

Article II Fiscal Year

The fiscal year of the Association shall end on January 1 in each year.

Article III Association Seal

The Board of Directors may adopt and alter the seal of the Association.

Article IV Gender

The pronoun “he” or “his”, when appropriate, shall be construed to mean also “she” or “her” and the word “chairman” shall be construed to include a female.

Article V: Membership

Section 1. The Association has three types of memberships: associate, term and lifetime membership.

Section 2.

(a) Associate membership is open to individuals enrolled in a program of graduate study or post-graduate training. Associate members pay an annual membership fee that is set forth by the Board of Directors.

(b) Term membership is open to qualified scientists of any nationality who have advanced degrees or other professionals with outstanding achievements. Term members pay an annual membership fee that is set forth by the Board of Directors.

(c) Lifetime membership is open to qualified scientists of any nationality who have advanced degrees or other professionals with outstanding achievements. Lifetime members pay a lifetime membership fee set forth by the Board of Directors.

Section 3.

(a) Applicants for term membership and lifetime membership should be nominated by at least one member in good standing. A majority vote of the members of the Board of Directors is required for approval of new memberships. The President and Vice-Presidents acting together may invite distinguished individuals to become term members of the Association without submission to the regular nomination and election process.

(b) Applicants for associate membership need not be nominated, however, all applications will be reviewed by at least one board member, or a person appointed to perform this function on behalf of the board of directors.

Section 4. Membership rights, benefits and services shall be determined and established by the Board of Directors. Each member has the following rights, benefits and services:

(1) voting and being voted.

(2) discussion and suggestions about events to be held by the Association.

(3) supporting and attending the Association’s activities.

Section 5. Any member may resign at any time by giving notice of his resignation in writing to any officer or director of the Association.

Section 6. The Board of Directors will review any misconduct by a member who damages the interest and reputation of the Association. A 2/3 vote by the Board of Directors is required to revoke the membership of such individuals.

Article VI: Board of Directors

Section 1. The Association shall have a board consisting of directors who shall have the powers and duties of a board of directors under Massachusetts law. The directors shall be responsible for the general management and supervision of the business and affairs of the Association, except with respect to those powers reserved to the members by law, the Articles of Organization or these By-laws. The board of directors is composed of not less than 7 members (the number may vary as the Board of Directors may from time to time determine) duly elected by members of the Association. Each elected member (Director) shall serve a term of two years. If one elected member (director) resigns during his/her term, the Board of Directors shall recommend members and vote to fill the vacated position.

Section 2. Election of the Board of Directors shall be by ballots distributed by mail or email to voting members of the Association. The ballot shall contain the names of at least 9 candidates (the number may vary as the Board of Directors may from time to time determine) for the Board of Directors proposed by the immediate past Board of Directors if not the first Board of Directors. The members can also make nominations for the Board of Directors. Every candidate should make a commitment to serve for the Association by sending a message to the immediate past Board of Directors. The final list of candidates is decided by the immediate past Board of Directors.

Section 3. The members of The Board of Directors can be re-elected to serve multiple terms.

Section 4. Duties and responsibilities of the Board of Directors are to:

(a) Set general policy for the Association and oversee its activities.

(b) Adopt an annual budget prior to the beginning of the fiscal year, and authorize agreements, contracts and expenditures.

(c) Approve new term and lifetime membership to the Association.

(d) Elect President, Vice Presidents, and Treasurer.

(e) Invite Members of the Advisory Committee.

Section 5. Any director may resign at any time by delivering his resignation in writing to the president of the Association, the first vice president or the Association at its principle office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

Section 6. Any director may be removed by the vote of a majority of directors or by a majority vote of members. A director may be removed only after reasonable notice and an opportunity to be heard before the body proposing to remove him.

Section 7. Any vacancy in the board of directors may be filled by the directors at any meeting, unless previously filled by the members. Each such successor shall hold office for the unexpired term until his successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. The directors shall have all their powers notwithstanding the existence of one or more vacancies in their numbers.

Article VII: President, Vice Presidents and Treasurer

Section 1. The Association has one President, Vice Presidents (the number may vary as the Board of Directors may from time to time determine) and one Treasurer. All members of The Board of Directors should vote these posts. The Board of Directors invites distinguished individuals with outstanding achievements to form an advisory committee. The Chair of the Advisory Committee should be nominated by the President and the Vice Presidents and approved by the Board of Directors. All past Presidents should be members of Advisory Committee. The President must be selected from at least one term of members of the Board of Directors.

Section 2.

(a) The President shall preside at all the business meetings of the members and at all meetings of the Board of Directors. If the President is unable to attend the meeting, he/she should appoint a Vice President to chair the meeting. The appointed Vice President shall assume the duties of the President in the absence of the President and report the decision(s) to the President.

(b) The Vice President, or first vice president if there are more than one, shall have all the powers and duties of the president during the absence of the president or in the event of his inability to act. Vice presidents, if any, shall have such other duties and powers as the directors shall determine.

(c) The Treasurer shall have the care and custody of all funds, securities, and valuable documents belonging to the Association. The Treasurer shall deposit the funds of the Association in such banks, trust companies, or depositories as the Board of Directors may designate; shall sign all checks and drafts in the name of the Association; shall keep full books of accounts of the Association, such accounts to be audited by a qualified public accountant; and shall render to the Board of Directors from time to time at its request, and annually to the members, a full statement with regard to its funds. He shall have such other duties and powers as designated by the directors or the president.

(d) The President, the Vice Presidents, the Treasurer and certain numbers of members of Board of Directors (invited by the President) should consist of the executive committee of the Board of Directors. The President, Vice Presidents and the Treasurer are elected each year in the Association annual meeting by the Board of Directors.

Article VIII: Meetings

Section 1. The Association shall hold an annual scientific and business meeting of the members at a time and place to be determined by the Board of Directors. In addition to the annual meeting, the Association may schedule other scientific meetings on topics of interest in biological and medical research. Special business meetings may be called by the President or, in case of the President's absence, by an appointed Vice President, upon the request of the Board of Directors or the request of thirty or more members. Notice of each business meeting, whether annual or special, shall be signed by the Chair of the meeting and mailed to members not less than five days prior to the date of the meeting. The notice shall state the purpose of the meeting.

Section 2. The Board of Directors shall meet a minimum of two times per year. Special meetings of the Board of Directors may be called by the President or, in case of the President's absence, shall be called by the appointed Vice President at the request of any two members of the Board. Notice of all meetings shall be given so as to reach the members of the Board at least seven days before the date of the meeting.

Section 3. The rules governing registration fees by the Association shall be made by the Board of Directors and shall be announced in the notices of the meetings mailed to the members.

Section 4. After each meeting, a report should be sent to the Board of Directors by emails. This report should be made by the chair or vice chair of the meeting. The report could be sent to media only after President’s approval.

Article IX: Dues and Business

Section 1.

(a) Annual dues for the associate and term membership shall be determined by the Board of Directors.

(b) Dues shall be payable in advance, or by the first day of January.

(c) Membership shall be terminated by the Board of Directors for any member whose dues are in arrears for two years. Notification of the pending action shall be sent to such members prior to the proposed termination.

Section 2. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December.

Section 3. All formal agreements between the Association and other party shall be approved by Board of Directors and signed by the President, unless otherwise ordered by the Board of Directors.

Article X: Local Sections

Section 1. The Association may have Local Sections in areas that have sufficient number of individuals with scientific interest in biological and medical research. Application for establishment of a Local Section shall be made to the Board of Directors by a local group of at least ten members of the Association. If the Board accepts the application, authorization for the Local Section shall be put to a vote of the members of the Association. Meetings of the Local Sections shall be held at least once a year, and annual written reports of such meetings shall be made to the President and vice presidents of the Association. The Head of Local Sections is appointed by the President and approved by the Board of Directors.

Section 2. All activities carried out by the Association and active individual members shall not be against the laws of the United States, China and other related countries.

Article XI: Finances

Funds for Association activities shall be obtained from membership dues and other sources (meeting fee, individual and group donations, financial help from companies and advertisement fee, service fee and financial support from collaborations) approved by the Board of Directors. The Director of Membership and Executive Committee and Treasurer shall prepare jointly an annual budget and shall submit the budget to the Board of Directors for review and approval for the Association’s fiscal year.

Article XII Amendments

The By-Laws of the Association may be amended according to the following procedure:

(a) Proposed amendments shall be sent to the President. Such proposals shall be endorsed in writing by at least fifty voting members or fifty percent of the Board Members.

(b) Proposed amendments shall be voted upon by ballots issued by mail or email to the active members of the Association. A two-thirds majority of the total votes cast shall be required for the adoption of amendments. The participation of not less than 50% of voting members is required to amend the By-Laws. Announcements of the results of the vote shall be sent to all members.

Article XIII: Dissolution

In the event of dissolution or final liquidation of the Association (the 80% votes from all Board Directors shall be required for the dissolution or final liquidation of the Association), the remaining assets of the Association shall be applied and distributed as follows. All liabilities and obligations of the Association shall be paid, satisfied, and discharged, or provision shall be made therefore; any assets held on the condition that they be returned, transferred, or conveyed upon dissolution shall be disposed of in accordance with such requirements. All remaining assets of every nature and description whatsoever shall be distributed to one or more corporations, funds, or foundations, engaged in biological and medical science activities, qualified for exemption from tax as an exclusively charitable or educational corporation, fund, or foundation.

Effective November 18, 2001