Such assets shall be disposed of by the Court of Competent Jurisdiction of the county or district in which the principal office of the society is currently located. No part of the net income of the society shall be distributable to its members, trustees, officers, or other private persons, except that the society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes herein set forth. No significant part of the activities of the society shall be directed towards the carrying on of propaganda or otherwise attempting to influence legislation. The society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
BY-LAWS
ARTICLE 1
Section 1. President. A President shall be elected by majority vote of the ballots cast and shall serve for a term of two years. After serving for a maximum of two two-year terms, the President shall be designated as Past-President for the next two years. The President shall: preside at all meetings of the Society as well as at meetings of the Council; preside over elections excluding elections for the post of President which shall be presided over by the Vice President; be an ex-officio member of all other committees of the Association; sign and execute contracts, agreements and other legal documents in the name of ASTS under such circumstances as shall be indicated by the Council; form ad hoc committees within the organization to carry out specific functions. He/she shall assist the Secretary in preparing agenda for meetings and manage meetings of the Council.
Section 2. Vice President. A Vice President shall be elected by a majority vote of the ballots cast, and shall serve for two years. It shall be the responsibility of the Vice-President, to preside at meetings of the Council in the absence of the President, and to undertake any other duties that the President assigns. The Vice President may serve a maximum of two 2-year terms.
Section 3. Secretary. There shall be a Secretary of the Society who shall be elected by a majority vote of the ballot cast, and shall serve for two years. The Secretary shall: have custody of the records of the Society; maintain relationships with other organizations; with the President, prepare the agenda of meetings; notify members of all meetings and keep the minutes of the meetings of the Society and the Council. It shall be the responsibility of the Secretary to keep a register and contact/e-mail address of members of the association. The Secretary shall submit a report of the activities of ASTS to the Council at least three months in advance of its General Assembly. The Secretary may serve a maximum of two 2-year terms.
Section 4. Treasurer. There shall be a Treasurer of the Society who shall be elected by a majority vote of the ballot cast, and shall serve for two years. The Treasurer shall be in charge of the finances of ASTS and shall prepare a financial report to be circulated to the individuals of the Council before its General Assembly. This report shall cover the period since the previous General Assembly. The report shall be in the hands of Council members for review and approval at least one month before the General Assembly to enable them to present their findings to the General Assembly. The President, Secretary and Treasurer will be signatories to disbursements from the organization’s account. The Treasurer may serve a maximum of two 2-year terms.
Section 5. Publicity Secretary. There shall be a Publicity Secretary of the Society who shall be elected by a majority vote of the ballot cast, and shall serve for two years. The Publicity Secretary shall be vested with disseminating information about the organization to the public by advertising in appropriate journals, magazines, newspapers, including but not limited to the use of the Internet and relevant journals of African Studies. It shall be the responsibility of the Publicity Secretary to make contact with other organizations with a view to widening the organization's scope of activities and interactions. The Publicity Secretary may serve a maximum of two 2-year terms.
Section 6. The Council. There shall be a Council of the Society consisting of five executive committee members, immediate past president, one representative from affiliated special interest group and appointed advisors. The five executive committee members of the Council shall consist of the President, the Vice President, the Secretary, the Treasurer and the Publicity Secretary. The general management of the affairs of the Society shall be vested in the Council.
Section 7. Ballots for officers to be elected in any year shall be e-mailed by the Secretary to the membership. These ballots will show the names of the candidates submitted by the Nominating Committee as well as an additional space for a Statement of Candidacy. Completed ballots returned to the Secretary shall be valid if received on or before specified time limit. The Secretary shall hereupon send the ballots to an ad hoc Election Committee, appointed by the President, which shall count all ballots properly submitted and shall immediately notify the President of any tie, in which event the President shall call a meeting of the Council to be held before the date of the next annual meeting and the tie shall be resolved in favor of one of the candidates involved in the tie by majority vote of the Council. The results of the balloting and of the Council's resolution of any tie shall be returned to the Secretary and announced at the following annual meeting.
Section 8. Officers shall begin their terms of office on May 1 following the annual meeting at which their election results are announced.
Section 9. Only Full members of the Society shall be eligible for election as officers.
Section 10. In the event any officer elected under the provisions of Article I shall become unable, whether by reason of health, incapacity, or otherwise, to perform the normal duties of his or her office, the Council may, by majority vote, designate another full member of the Society to exercise the duty and responsibility for such office until the next regular or special election for said office. The member designated by Council shall serve only during the remainder of the fiscal year.
ARTICLE II
Membership
Section 1. Candidates for all categories of membership, except Honorary and Emeritus, shall be presented by at least two Full members of the Society who are not members of Council or the Membership Committee on forms provided by the organization or by the council of the Regional or National Chapters. Completed applications shall be returned to the Secretary who shall refer them to the Membership Committee for its recommendations to Council. Candidates approved in this manner shall be notified by the Secretary and shall henceforth be considered members. Applications for all categories of membership except Honorary and Emeritus shall be processed and new members shall be admitted once approved. Dues for incoming members shall be assessed and/or prorated according to a policy set forth by Council.
Section 2. Two voting members of the Society including members of Council may nominate candidates for honorary membership based on demonstrated long-term interest and achievement in the workings of toxicological and public health challenges in Africa. Election of Honorary members shall be by a two-thirds majority vote of Council. Honorary members shall not be eligible to vote and shall not be assessed dues.
Section 3. Those persons who became voting members of the Society during the first year shall be designated "Charter" members but such designation shall in no way affect the division of membership into any category or rights pertaining thereto.
Section 4. The Council may, by majority vote and after a hearing for cause, recommend to the Society the expulsion of a member, which recommendation shall be sent to all members of the Society at least four weeks prior to the meeting at which it is to be acted upon. A majority vote of voting members present at such meeting shall be required for expulsion. Following a tie the President, who does not participate in the initial voting, shall cast the deciding vote.
ARTICLE III
Meetings
Section 1. A regular meeting of the African Society for Toxicological Sciences shall be held annually at such time and places as shall be deter-mined by the Council. Members of the Society shall be notified at least eight weeks in advance of such meetings and such notice could be by post, verbal, electronic mail or phone. Information in a notice of meeting should include but not limited to venue, date, and time. The notice of meeting for an annual general meeting will include an agenda to be discussed at the said meeting.
Section 2. Special meetings of the Society may be called by the Council or upon written request of ten active members of the Society with approval of the Council. The Secretary shall send written notice to the members at least eight weeks in advance of such meetings and shall specify the business to be transacted.
Section 3. The Council shall meet prior to the annual meeting of the Society to conduct such business as is set forth in the Constitution and by-laws. Three members of the Council shall constitute a quorum for this meeting. Minutes of the Council meeting shall become a part of the official record of the Society.
Section 4. Ten percent of the voting membership shall constitute a quorum for a business meeting. Procedural matters may be handled at the business meeting. Other important issues shall be decided by a majority vote of voting members by mail or electronic mail.
Section 5. If at any meeting of the members of the Society, duly called and held and a quorum being present, the members shall, following discussion of any matter properly presented for action and on motion duly made and seconded, vote to submit such matter to the members of the Society for resolution by mail ballot or electronic mail. If such motion shall contain a concise statement of the matter in question capable of resolution by yes or no vote, the Secretary shall send to every member entitled under Section 7 of Article III of the Constitution to vote, a notice of the action taken at such meeting, together with a brief explanation of the issue and a ballot setting forth the matter in question in the same terms as proposed at such meeting, which ballot shall contain a place for the entry of a yes or no vote. The Election Committee shall thereupon promptly count said ballots and shall immediately notify the President of the results. The Secretary shall promptly thereafter notify the Membership of the outcome of such balloting provided that notification shall be effectively given if set forth on the first page of the next Newsletter or other bulletin mailed by the Secretary to all members.
ARTICLE IV
Standing Committees
Section 1. Membership Committee. There shall be a Membership Committee consisting of four voting members of the Society who shall serve for a term of two years, with subsequent two-year extensions if necessary. The Vice President will chair the Membership Committee. Members shall be appointed by the President and approved by the Council. The Membership Committee shall investigate the qualifications of the candidates for membership and shall report its recommendations to the Secretary each year.
Section 2. Finance Committee. There shall be a Finance Committee consisting of the Treasurer as Chair, Secretary, and one voting member, to be appointed by the President and approved by the Council to serve for a two-year term with subsequent two-year extensions. The Finance Committee shall continuously review the financial status of the Society and the Treasurer shall report at each Council meeting. At least one month prior to a regular meeting, the Finance Committee shall prepare for presentation at the regular meeting a financial statement summarizing the financial operations of the Society for the immediately preceding fiscal year and including income, expenses and a financial balance sheet. The Finance Committee shall also prepare and present with the financial statement a budget for the coming year. Recommendations affecting financial operations or actions shall be made by the Treasurer to Council and included with the financial statement for presentation at any regular meeting. Fiscal and investment policies and current investments shall be recommended to Council by the Finance Committee and approved by Council. The year shall begin on April 1 and end on March 31 each year.
Section 3. Program, Education and Publication Committee (PEPC). The Program Committee shall consist of the Vice-President as Chair, and three members appointed annually by the President and approved by the Council. The Program Committee shall make recommendations to the Council as to informative and appropriate scientific programs and shall be responsible for the planning and organization of the scientific program of a regular meeting. The Program Committee also shall make recommendations to Council regarding special meetings and/or symposia. The PEPC shall concern itself with ways in which the Society can advance and promulgate education in toxicology. The Committee shall report its findings and recommendations to Council.
The PEPC shall determine the editorial policy for all technical publications of the Society and shall appoint an Editor and Editorial Board for each publication. The Editors and members of the Editorial Boards shall serve for three years and shall be eligible for reappointment. Members of the Editorial Board may concurrently hold other offices in the Society.
The authority and responsibility for establishing the financial policy that governs all publications of the Society are vested in the Council. The PEPC shall make recommendations to the Council concerning financial policy.
Section 4. Regulatory Affairs and Legislative Assistance Committee. There shall be a Regulatory Affairs and Legislative Assistance Committee consisting of three members. Members shall be appointed by the President and approved by the Council to serve for a two-year term with subsequent two-year extensions. The President shall designate the Chair. This Committee shall be the Society's focus for activities that aid and support the scientific activities of regulatory agencies and legislative bodies with particular interest in the continent of Africa. The Committee shall keep Council abreast of new developments, which concern the funding of research in toxicology, and related sciences, the regulation of chemicals, drugs, biologics, and devices, or legislation pertaining thereto and affecting the African continent. The Committee shall report its findings and recommendations to Council.
Section 5. Awards/Career Advancement Committee. There shall be an Awards/Career Advancement Committee consisting of four voting members of the Society elected annually by the Council. The President shall appoint the Chair. The Committee shall serve as a forum for recognition of Toxicologists and members of the society who have made significant contributions in their endeavors beneficial to Africa. The Committee shall also facilitate the exchange of information regarding open positions and qualified toxicologists seeking such positions.
Section 6. Appointed Standing Committee members shall begin their terms of office on May 1 following the regular meeting at which their selection is announced. In the case of a regular meeting being held later than April 1, elected Committee members shall begin their terms of office one-month after the date of this regular meeting.
Section 7. Other Committees. The Council may appoint such ad hoc, special or other committees as deemed necessary.
Section 8. In the event that any committee member appointed under the provision of Article IV, shall become unable to perform the normal duties of his or her office, the Council may, by majority vote, designate another voting member of the Society as replacement. The member designated by Council shall serve only during the remainder of the fiscal year.
ARTICLE V
Dues
Section 1. Full and Associate members shall pay such annual dues in support of the Society as determined by Council. These dues may include subscriptions to the Society journals.
Section 2. Dues shall be assessed on a calendar year basis and shall be paid no later than March 31of the calendar year. Dues unpaid on March 31 shall remain due and payable in full.
Section 3. Failure to pay dues within 12 months from the end of the calendar year, for which assessed, shall result in forfeiture of membership. A member who has forfeited membership by nonpayment of dues may reapply for membership under Article Second, Section 1.
Section 4. Members who have retired because of age or disability may elect to apply to Council for "Emeritus” status. Applications filed on or prior to December 15th shall be reviewed and acted upon by Council at its next meeting or as soon thereafter as possible. Effective retroactively to the first day of January of the year in which such application is acted upon by Council, members accorded " Emeritus” status shall be relieved of the pay payment of dues and shall retain their privileges of membership. By choice the emeritus may subscribe for any related ASTS journal.
Section 5. Honorary members shall not be required to pay dues and shall not be eligible to hold office or any elective position in the Society, but shall have all the non-voting privileges of the Society in scientific proceedings.
ARTICLE VI
Regional Chapters
Section 1. The Society may authorize the formation of National /Regional Chapters to further the purposes of the Organization. Council may approve the formation of a Chapter as needed. Chapters shall be regulated according to procedures developed and approved by Council. Each chapter shall vote a council to oversee its activities and regulate its membership. Membership of the Regional or National chapters must be approved by the parent membership committee and shall have all voting rights and privileges of the society. Fifty per cent of dues paid by members of a National/Regional Chapter shall be sent to the parent organization (ASTS) unless otherwise specified by the ASTS council.
The creation of new National/Regional Chapters shall be communicated to all members during annual meetings. The National/Regional Chapters would be required to provide reports, which include pertinent meeting minutes and annual reports, to the parent organization (ASTS).
ARTICLE VII
Specialty Sections
Section 1. The Society may authorize the formation of Specialty Sections to further the purposes of the Society. Council may approve the formation of a Specialty Section upon written request that a Specialty Section be formed and after reviewing the by-laws of the proposed Specialty Section. Specialty Sections shall be regulated according to procedures developed and approved by Council.
ARTICLE VIII
Organizational Seal
Section 1. Indemnification. The Organization shall indemnify any officer or employee of this Association against expenses incurred in connection with the defense of any action, suit, or proceedings, or in connection with any appeal therein by reason of being or having been such an officer or employee. The exception shall be in relation to matters as to which he/she shall be adjudged in such action, suit, and proceedings, to be guilty of bad faith or willful misconduct.
Section 2. Unauthorized use of the organizational seal or other property of the association is prohibited and subject to prosecution.
Section 3. Liability Insurance. The Association may underwrite Liability insurance coverage for officers, employees and representatives if there is clear evidence that the person was working on behalf of the Organization.
Section 4. Every officer, employee and/or representative who will be expected to engage in organizational activities on behalf of the society will undergo appropriate training to avoid or substantially reduce potential lawsuits against ASTS.
ARTICLE IX
Amendments
Section 1. Proposed changes in the by-laws shall be submitted to the Council in writing by a member in good standing at least four months prior to a regular meeting. Upon approval by a majority vote of Council, the Secretary shall send written notice of the proposed changes to all voting members of the Society at least four months prior to a regular meeting. A majority vote by mail and/or electronic ballots received within 60 days after the regular meeting shall be required for adoption.
