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Bylaws

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  1. General
  2. Conferences
  3. Council
  4. Meetings of Council
  5. Board of Trustees
  6. Board Committees
  7. Selection and Scheduling Committee
  8. Waiver of Notice: Unanimous Consent
  9. Officers
  10. Indemnification of Trustees and Officers
  11. Execution of Documents
  12. Auditor
  13. Seal
  14. Fiscal Year
  15. Electronic Transmissions
  16. Publications
  17. Amendments

ARTICLE I: General

SECTION 1.01. Scope.
Subject to limitations provided by law and by the Corporation's Articles of Incorporation, these By-Laws, as they may be amended from time to time in accordance with the terms hereof, shall contain the provisions for regulation and management of the affairs of the Corporation. All references herein to the Rhode Island Non-Profit Corporation Act or the Corporation's Articles of Incorporation shall be construed to mean the Rhode Island Non-Profit Corporation Act or the Corporation's Articles of Incorporation as each may be amended from time to time.
SECTION 1.02. Purpose.
The Corporation is organized without capital stock. The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law, including all of the rules and regulations promulgated thereunder (the "Code"). The Corporation is organized and at all times shall be operated exclusively for the benefit of, to perform the function of, and to carry out the purpose of, furthering the education of scientists in their fields of interest. In furtherance thereof, the Corporation shall organize, arrange and operate various professional conferences and meetings, each of a limited number of scientists having common interests in a field of science, to foster and improve scientific education and discussion and to advance the frontiers of science ("Conferences"). It is intended that the Corporation shall qualify as an exempt organization under Section 501(c) (3) of the Code and as an academy of learning under the laws of the State of Rhode Island.
SECTION 1.03. Powers.
The Corporation shall have the power, either directly or indirectly, either alone or in conjunction or cooperation with others, to do any and all lawful acts and things and to engage in any and all lawful activities which may be necessary or convenient to effect any or all of the purposes for which the Corporation is organized, and to aid or assist other organizations whose activities are such as to further accomplish, foster, or attain any of such purposes. The powers of the Corporation shall include, but not be limited to, the acceptance of contributions from both the public and private sectors, whether financial or in-kind contributions.
SECTION 1.04. Non-Profit Status.
The Corporation is organized as a non-profit corporation, and no part of the net earnings of the Corporation shall inure to the benefit of or be distributable to, any member of the Corporation's Council, any member of the Corporation's Board of Trustees, any officer of the Corporation or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Corporation's Articles of Incorporation and in these By-Laws. In the event of any liquidation or dissolution of the Corporation, the Board of Trustees shall distribute all of the assets of the Corporation for one or more exempt purposes within the meaning of Section 501(c) (3) of the Code, or to the United States of America, any State thereof, or any political subdivision of any State, for exclusively public purposes, as the Board of Trustees of the Corporation shall determine. Any such assets not so disposed of shall be disposed by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.

ARTICLE II: Conferences

SECTION 2.01. Names of Conferences.
The individual Conferences organized and operated by the Corporation shall be designated by different names approved by the Board of Trustees, which names shall indicate briefly and broadly the subject fields under discussion at meetings of the respective Conferences and distinguish those subject fields from each other among the Corporation's portfolio of Conferences.
SECTION 2.02. Contributors to Conferences; Founding Members.
Any natural person, corporation or other entity, or any operating division of a corporation or other entity, upon application to, and acceptance by, the Board of Trustees, and upon contribution of funds or donation of other gifts to the Corporation deemed appropriate by the Board of Trustees in its sole discretion, may be designated a contributor to one or more of the Conferences, for such period of time as may be designated by the Board of Trustees (a "Contributor"). The Corporation shall not provide any substantial return benefit to any Contributor other than acknowledgement of such contribution in connection with the activities of the Corporation should the Board of Trustees so elect in its sole discretion. In addition, the American Association for the Advancement of Science, and any such other natural person, corporation or other entity as the Board of Trustees shall determine in its sole discretion, shall be recognized for their respective roles in the organization and development of the Corporation and each shall be designated as a founding member of the Corporation ("Founding Member").
SECTION 2.03. Conference Chairs.
(a) Each Conference shall have elected from among its registered conferees a Chair or co-Chairs and a Vice Chair or co-Vice Chairs of such Conference, to hold office from adjournment of the meeting of such Conference at which such persons are elected until adjournment of the next succeeding meeting of that Conference or until their respective successors are duly elected. The Conference Chairs shall have responsibility and authority, subject to review and approval of the Director, to oversee and administer the technical functions of their respective Conferences, and at the conclusion thereof shall report to the Director the proposed plans for the future of their respective Conferences, including the names of the next succeeding Chair or co-Chairs and Vice Chair or co-Vice Chairs, any preferred dates for future meetings of such Conference, and any other pertinent comments for the information of the Director.
(b) Conference Chairs shall transmit to the Director in accordance with procedures established by the Director complete programs to be presented at meetings of their respective Conferences, with information regarding presentation titles, names of presenters and other meeting details as reasonably requested by the Director, before a date specified by the Director.
(c) Conference Chairs may request that the Director reimburse certain registered conferees attending a meeting of their respective Conferences, as grants-in-aid, not to be regarded as honoraria, under programs established by the Board of Trustees from time to time, in direct reimbursement of expenses actually incurred, for the purpose of permitting attendance of individuals who are expected to make substantial contributions to the program of such meeting but who might not otherwise attend.
(d) Retiring Conference Chairs shall transmit written reports of the business meetings of their respective Conferences, a list of grants-in-aid distributed by such Conferences, and other information requested by the Director within two weeks of the adjournment of such Conference.
SECTION 2.04. Participation at Conference Meetings.
(a) Individual scientists may be admitted as registered conferees to a meeting of a Conference, either as participants or as presenters, by invitation of the Chair of that Conference (or by the Director on behalf of the Chair), upon application submitted to and accepted by the Director prior to a date announced by the Director and upon payment to the Corporation of the conference fee established from time to time by the Board of Trustees or the waiver of all or any part of such fee by the Director. The Director may deny participation of a registrant (including a presenter) at a meeting of a Conference for cause, as determined by the Director, but any such determination shall be subject to written appeal to the Chair of the Board of Trustees by the registrant or the Conference Chair.
(b) Participation as a registered conferee of a Conference shall be for all or part of one meeting of that Conference only, but may be reestablished by any means under Section 2.04(a) of these By-laws for any succeeding meeting of a Conference.
(c) Except to the extent waived by the Director upon request of the Chair of a Conference, all registered conferees of such Conference shall pay to the Corporation a conference fee established from time to time by the Board of Trustees. The conference fee shall cover some or all of the expenses of conducting the meeting of such Conference, including costs of room and board for registered conferees, and shall provide the Corporation with funds for its general purposes.
(d) At the Fall meeting of the Board of Trustees, the Board shall budget for each meeting of a Conference scheduled to be held during the ensuing fiscal year, an amount of funds proposed to be applied to the payment of qualified expenses incurred in conducting such meeting and the direct reimbursement of registered conferees for travel expenses actually incurred, to the extent requested by the Chair and approved by the Director in accordance with the Corporation's policies and procedures in effect from time to time. No honoraria for any conferee shall be paid or reimbursed by the Corporation.
(e) Each Conference shall be permitted to raise additional funds to support a meeting of such Conference from governmental bodies or other third party sources. All funds contributed or otherwise made available for support of one or more Conferences shall be paid to, managed and disbursed by the Corporation. Solicitation for such funds, whether by the Conference Chairs or others, shall be allowed only in accordance with procedures established by the Corporation from time to time.
(f) The Director shall, in the Director's discretion, make available to registered conferees grants-in-aid in amounts requested by the Chair of a Conference, provided that (i) no payment to any registered conferee shall exceed the total of all reasonable expenses incurred by such conferee to travel to and from and attend such Conference; and (ii) the grants-in-aid are consistent with the policies of the Corporation.
(g) The Board of Trustees shall establish from time to time a maximum number of registered conferees eligible to attend any meeting of any Conference unless specific exceptions are made by the Director and the respective Chair of that Conference.
SECTION 2.05. Conference Meetings.
(a) No Conference shall meet for more than one calendar week per conference year.
(b) The Director shall select host organizations to provide suitable sites for all Conference meetings, unless the Board of Trustees shall otherwise determine.
(c) All Conferences shall hold closed sessions of their respective meetings, to which shall be admitted only registered conferees of such Conference duly accepted by the Corporation and identified by badges issued by the Director.
SECTION 2.06. Establishment of New Conferences and Other Formats.
(a) The Board of Trustees may establish new conferences upon recommendation of the Selection and Scheduling Committee operating in accordance with Article VII of these By-laws ("New Conferences"), and shall appoint the Chair and any Vice-Chair of any such New Conference with due consideration of recommendations made in the proposal therefor. The Chair and any Vice-Chair of any such New Conference shall serve until their respective successor(s) are appointed by the Board or until the election by registered attendees of a successor Chair and Vice-Chair following the Board's approval of such New Conference, whichever first occurs. The Board of Trustees and the Selection and Scheduling Committee may seek advice from the Council operating in accordance with Article III of these By-laws with regard to specific topics for New Conferences. New Conferences shall be conducted in substantially the same manner as Conferences, except for such variations as may be approved by the Board or the Director.
(b) The Board of Trustees may also authorize the Director to organize and conduct related meetings to be held in formats other than those utilized for Conferences and New Conferences ("GRC Related Meetings") and in connection therewith, may implement such procedures and establish such criteria as the Board of Trustees deems necessary or appropriate to insure that each such GRC Related Meeting serves the purposes of the Corporation and does not interfere with or adversely affect the Corporation's primary function of establishing Conferences and conducting meetings of the Conferences to further the education of scientists and to advance the frontiers of science.
(c) The Board of Trustees shall approve each Conference, any New Conference and any GRC Related Meeting to be held during each calendar year, and the Director shall schedule all such meetings so approved.

ARTICLE III: Council

SECTION 3.01. Council Members.
The Corporation shall have members, who shall be admitted to membership in accordance with these By-laws. The Corporation shall have a Council (the "Council"), the members of which shall be the members of the Corporation (each, a "Council Member"). The Council shall have the powers and duties set forth in this Article III. All Council Members shall be natural persons who may be admitted to membership under any one of the following procedures, as applicable:
(a) The Board of Trustees may, in its discretion, grant any Founding Member the privilege of appointing one member of the Council as a representative of such Founding Member for such term as the Board may determine.
(b) Each Conference shall appoint one member of the Council as such Conference's representative. Any such representative of a Conference shall be the Chair or a co-Chair of the Conference, elected to such office during a meeting of such Conference to serve through conclusion of the next following meeting of such Conference or, if the Chair or co-Chairs of such Conference shall no longer be able to serve in such capacity, the duly elected Vice Chair or a co-Vice Chair shall serve as the Conference's representative to the Council for the remainder of such term of office. Each Conference representative will serve on the Council until the next meeting of the Conference and his or her successor is duly elected.
(c) From the date of adoption of these By-laws until the expiration of the terms of all membersat-large last elected to the Council prior to adoption of these By-laws, there shall continue to serve on the Council as members-at-large not more than 15 individuals, each being a member-atlarge of the Council as of the date of adoption hereof. Each such member-at-large shall be a Council Member. As the term of each such member-at-large of the Council expires or otherwise terminates, whether due to death, disability, resignation or removal, no successor member-atlarge shall be elected to fulfill the balance of such term, and after expiration of the terms of all members-at-large last elected prior to adoption of these By-laws, there shall no longer be any members-at-large of the Council.
(d) Each member of the Board of Trustees shall be a Council Member during such Trustee's term on the Board of Trustees and for two years after the expiration of such term.
(e) Each member of the Selection and Scheduling Committee shall be a Council Member during such member's term on that Committee.
(f) The Director shall be ex officio, executive secretary of the Council and shall be a member of the Council.
SECTION 3.02. Responsibilities and Duties of Council.
The Council shall have the responsibility and authority to advise the Board of Trustees upon such matters as the Board may request, upon such matters as may require approval of members under the Rhode Island Non-Profit Corporation Act or as may be stated in these By-laws, and to elect members of the Board Trustees and of the Selection and Scheduling Committee.
SECTION 3.03. Powers of Council.
Council Members shall have the exclusive right to enjoy and exercise all rights and powers conferred on members of non-profit corporations under the laws of the State of Rhode Island. The Council Members shall have such other powers as may be specified in the Corporation's Articles of Incorporation and in these By-Laws, including, without limitation, the power to elect members of the Board of Trustees and the Selection and Scheduling Committee, to remove members of the Board of Trustees, with or without cause, and to approve proposals to amend the Corporation's Articles of Incorporation and these By-Laws.

ARTICLE IV: Meetings of Council

SECTION 4.01. Place of Meetings.
All meetings of the Council shall be held at the principal office of the Corporation or at such other place within or without the State of Rhode Island as shall be fixed by the Board of Trustees and specified in the respective notices or waivers of notice of said meeting. The Director may, or at the direction of the Board of Trustees shall, make appropriate arrangements providing an opportunity for telephonic or electronic discussion of matters to be voted on by Council Members at any meeting. The Council may elect members of the Board of Trustees and the Selection and Scheduling Committee by written or electronic ballot in lieu of a meeting, with such election deemed held on the first business day following the last day designated by the Director for the return of ballots. Relevant information about each candidate shall be provided to each Council Member at least ten days in advance of any meeting or date deemed to be the election date and with written or electronic ballots (with or without proxy) utilized for the purpose of any such vote.
SECTION 4.02. Annual Meetings.
The annual meeting of the Council for the election of members of the Board of Trustees and the Selection and Scheduling Committee, and for the transaction of any other business relating to the Corporation as may come before the meeting, shall be conducted in accordance with Section 4.01 and shall be held in the Fall of each year prior to the date of the Fall meeting of the Board of Trustees. If for any reason such annual meeting of the Council does not occur at the time herein provided therefor, any and all business which might have been transacted at that annual meeting may be transacted at the next succeeding meeting of the Council, whether special or annual. In lieu of holding an annual meeting of the Council, the Board of Trustees may authorize the Director to arrange for the election of members of the Board and the Selection and Scheduling Committee by written or electronic ballot in accordance with Section 4.01.
SECTION 4.03. Special Meetings.
A special meeting of the Council, for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time by the Chair or Vice Chair of the Board of Trustees or by the Director, or upon the petition of at least ten percent (10%) of the Council Members then serving on the Council.
SECTION 4.04. Notice of Meetings.
Except as otherwise expressly required by statute or by these By-Laws, notice of each meeting of the Council, whether annual or special, shall be given by or at the direction of the Director or the Secretary of the Corporation by mailing or electronically transmitting notice to Council Members at their usual place of business or their electronic address, as shown on the rolls of the Corporation, not less than ten nor more than sixty days prior to the date set for said meeting. Except where expressly required by law, no publication of any notice of a meeting shall be required.
SECTION 4.05. Meetings.
(a) At any meeting of the Council duly called and held, or any election conducted by written or electronic ballot, twenty-five (25%) percent of the Council Members then serving on the Council, present in person or by proxy, or by returning ballots, shall constitute a quorum.
(b) The Chair of the Board of Trustees shall be the presiding officer at the meetings of the Council, or if the Chair is not available, the Vice Chair shall preside.
(c) Approval of any matter brought before a meeting of the Council shall require the affirmative vote of a majority of those present and voting, in person or by proxy, at a duly called meeting, unless otherwise specified in the Corporation's Articles of Incorporation or these By-Laws.
(d) Nominees of members for election to the Board of Trustees or to the Selection and Scheduling Committee may be elected at any meeting of the Council duly called and held, or at any election conducted by written or electronic ballot, upon receiving from Council Members voting the greatest number of votes cast for the respective positions. No cumulative voting shall be permitted. In the event of a tie vote for any such election, the tie shall be resolved by vote of the Board of Trustees taken at the next regular or special meeting of the Board or by written ballot (including electronic transmission).
(e) At all meetings of the Council and at any time a Council Member is voting by ballot without a meeting as provided in these By-Laws, a Council Member may vote by proxy executed in writing or transmitted electronically by such Council Member or such Member's duly authorized attorney-in-fact. Such proxy shall expire upon the adjournment of the meeting for which it was given or, in the case of a ballot, upon the expiration of the time within which such ballot must be returned and shall be filed with the Secretary before or at the time of the meeting or the return of the ballot, as the case may be.
(f) Recommendations for nominations to the Board of Trustees may be supplemented by Council Members through written submissions to the Director.

ARTICLE V: Board of Trustees

SECTION 5.01. General Powers.
The property, affairs and business of the Corporation shall be managed by a Board of Trustees, and the Board shall have, and may exercise, all of the powers of the Corporation. The management of the affairs of each of the Conferences shall be vested in the Board of Trustees who also shall have the responsibility and authority to initiate, plan and develop specific actions designed to implement any general policies recommended by the Council and to direct their execution; to delegate to the Director adequate authority and means to carry out the Director's responsibilities; to review and approve compensation and employment practices generally; to make continual study of the advisability of establishing and rescheduling Conferences, New Conferences and GRC Related Meetings and to support the Director in establishing and maintaining good relationships with scientific organizations and with the meeting host organizations.
SECTION 5.02. Number and Qualification.
The Board of Trustees shall consist of thirteen (13) members (each a "Trustee"), one of whom shall also be the chief executive officer of the American Association for the Advancement of Science, and the remainder of whom shall be elected by the Council from time to time in accordance with these By-Laws.
SECTION 5.03. Appointment and Election.
Annually, at its Spring meeting, the Board of Trustees shall propose for each of the two Board members whose term is expiring at the end of the then current fiscal year, at least two persons as potential candidates for membership on the Board of Trustees in rank order reflecting the Board's determination. Each such potential candidate must be a scientist who has attended at least two (2) Conferences in order to be eligible for consideration. In proposing such eligible individuals, the Board of Trustees shall give due consideration to the desirability of the membership of the full Board to reflect diversity and to represent on a continuing basis the various disciplines of the scientific community. Following the Board's Spring meeting, the Director shall inquire of the eligible individuals proposed by the Board as to their respective interests in serving as a Trustee with due consideration of the expertise sought and the order established by the Board for this purpose. From this slate of candidates, the Director shall pair or group at least two nominees for each expiring term, providing Council Members with a ballot of nominees together with individual biographical information and with instructions to vote for one nominee from each such pair or group. The Council shall then elect at a meeting, or by written or electronic ballot to be returned to the Director prior to a date set by the Director, two Trustees for terms of six years each. In the event of a tie vote for any such election, the tie shall be resolved by vote of the Board of Trustees taken at the next regular or special meeting of the Board, or by written ballot (including electronic transmission).
SECTION 5.04. Term of Office and Qualification.
Each Trustee shall hold office for a six year term and until his or her successor shall have been duly elected and qualified, or until death, resignation or removal in the manner hereinafter provided. The term of each Trustee shall begin on November 1 following election to the Board of Trustees. Any Trustee may serve an unlimited number of six year terms, but not any consecutive six-year terms.
SECTION 5.05. Quorum and Manner of Acting.
Seven members of the Board of Trustees shall constitute a quorum for the transaction of business and, except as otherwise provided by law or these By-laws, the act of a majority vote of the Trustees present, at any meeting at which a quorum is present, shall be the authorized act of the Board of Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn any meeting from time to time until there is a quorum. Notice of any adjourned meeting need not be given. The Trustees shall act only as a Board and the individual Trustees shall have no power as such.
SECTION 5.06. Place of Meetings.
The Board of Trustees may hold its meetings at any place within or without the State of Rhode Island as it may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof. Members of the Board of Trustees may participate in a meeting utilizing a conference telephone, video or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time.
SECTION 5.07. Meetings.
There shall be at least two meetings of the Board of Trustees each year, one to be held in the Fall (which shall be the annual meeting of the Board) and one in the Spring. Other regular meetings of the Board of Trustees may be held as often as the Board shall determine from time to time by vote. Notice of all regular meetings shall be given at least ten days before the day on which the meeting is to be held.
SECTION 5.08. Annual Meeting.
The annual meeting of the Board of Trustees for the election of officers of the Corporation and appointment of the auditor and for the transaction of such other business relating to the Corporation as may come before the meeting shall be held in the Fall of each year, on such date and at such time of day as the Board of Trustees shall establish. If for any reason the annual meeting is not held in any year, a special meeting may be held in place thereof, and any business transacted or elections held at such special meeting shall have the same effect as if transacted at the annual meeting. Notice of the annual meeting shall be given at least ten days before the day on which the meeting is to be held.
SECTION 5.09. Special Meetings.
Special meetings of the Board of Trustees shall be held whenever called by the Chair, the Vice Chair or any four members of the Board of Trustees. Notice of any special meeting shall be given at least five days before the day on which the meeting is to be held.
SECTION 5.10. Notice.
Notice of each Fall and Spring meeting of the Board of Trustees shall be given by the Director and notice of any special meeting shall be given by the Secretary or the person calling any special meeting, in either case, by mailing notice of the same addressed to each Trustee at his or her residence or usual place of business, or orally, by telephone or electronic communication, or personally. Every such notice shall state the time and place of the meeting but need not state the purpose thereof except as otherwise expressly provided in these By-laws. A statement contained in the minutes of any meeting of the Trustees over the signature of the Secretary to the effect that due notice of such meeting has been given shall be conclusive evidence that proper notice of such meeting has been given in one of the ways provided herein.
SECTION 5.11. Resignation of Trustees.
Any Trustee of the Corporation may resign at any time by giving written notice to the Board of Trustees, the Director or the Secretary of the Corporation. The resignation of any Trustee shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5.12. Removal of Trustees.
(a) In the event a Trustee becomes unable or unwilling to complete such Trustee's term and perform the duties of a trustee as provided herein, the Board of Trustees shall remove such Trustee as a Trustee. The Board of Trustees may also remove one or more Trustees for cause.
(b) The Council may remove one or more Trustees with or without cause. A Trustee may be removed under this paragraph by Council vote taken at a special meeting of the Council, duly called for the purpose of removing the Trustee(s) and the meeting notice must state that the purpose or one of the purposes of the meeting is removal of the Trustee(s). An entire Board of Trustees may be removed under this paragraph.
SECTION 5.13. Vacancies.
Any vacancy in the Board of Trustees caused by death, resignation, removal, disqualification, or any other cause, may be filled by appointment of a successor made by the remaining Trustees then in office, though less than a quorum, at any regular meeting or special meeting of the Board of Trustees, including the meeting at which any such vacancy may arise, or by the Council Members at the meeting at which any such vacancy may arise, or the next annual meeting or any special meeting of such Council Members, provided that any special meeting of the Council Members at which such vacancy shall be filled shall have been called for said purpose. Any Trustee elected to fill such vacancy shall be either (i) a past member of the Board of Trustees or of the Selection and Scheduling Committee, or (ii) a scientist who has attended at least two (2) Conferences. Each Trustee so elected shall hold office for the term of the vacancy which he or she is filling, and until a successor shall have been duly elected and qualified, or until death, resignation, removal or disqualification.
SECTION 5.14. The Chair of the Board.
The Board of Trustees, at its Fall meeting, shall elect a Chair from among its members who have at least one year remaining to serve in office as a trustee. The Chair shall be the presiding officer of the Board of Trustees and shall serve for one year, with the responsibility and authority to act for the Director in the Director's absence or in an emergency. The Chair shall also serve as chair of the Executive Committee. Upon expiration of his or her term as Chair of the Board of Trustees, he or she shall continue to serve on the Executive Committee as immediate past Chair. In the event the Trustee elected to serve as Chair is elected to hold such office during the last year of service in office as trustee, such Chair shall be an ex officio Trustee for the year following the expiration of his or her term while serving as immediate past Chair.
SECTION 5.15. The Vice Chair of the Board.
The Board of Trustees, at its Fall meeting, shall also elect a Vice-Chair from among its members who have at least one year remaining to serve in office as a trustee. The Vice Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall have such other powers and perform such other duties as are designated from time to time by the Board of Trustees. The Vice-Chair shall also serve on the Executive Committee during his or her term in office.

ARTICLE VI: Board Committees

SECTION 6.01. Committees of the Board.
(a) The Board of Trustees of the Corporation may from time to time by vote, authorize and appoint Trustees to committees of the Board, including, without limitation, an Executive Committee, an Audit Committee, a Finance and Investment Committee, a Compensation Committee, and a Corporate Governance Committee, as the Board shall determine to be necessary to carry out the business of the Conferences, and may authorize the creation of subcommittees of any such committee, as the Board shall deem advisable. Each such committee or subcommittee of the Board of Trustees shall have such functions and duties as the Board shall prescribe by vote, unless otherwise provided in these Bylaws. The Director shall make recommendations to the Board of individuals eligible to serve on such committees and subcommittees and the chairpersons thereof. The Board may appoint to any such committee or subcommittee, unless otherwise proscribed in these By-laws, officers or employees of the Corporation or other persons designated by the Board for the purpose of advising the Board and the officers and employees of the Corporation in all such matters as the Board shall deem advisable.
(b) A majority of all the members of any such committee or subcommittee shall constitute a quorum and may determine its action and fix the time and place of its meetings, unless the Board of Trustees or these By-laws shall otherwise provide.
(c) The Board of Trustees shall have power to change the members of any such committee or subcommittee at any time, to fill vacancies, and to discharge any such committee or subcommittee, either with or without cause, at any time.
SECTION 6.02. Executive Committee of Board of Trustees.
(a) The Chair, the Vice-Chair and the immediate past Chair of the Board shall constitute the Executive Committee of the Board of Trustees. The Director shall serve as an ex officio member. The Executive Committee shall have general authority to deal with matters which are within the authority of the Board but which, in the opinion of the Chair upon recommendation of the Director, should be addressed before the next regular Board meeting and do not merit convening a special meeting of the Board. The Executive Committee shall record and distribute to the full Board minutes of all such meetings. All actions taken by the Executive Committee shall be presented to the full Board for ratification at the Board's next duly called meeting, whether regular or special. The Executive Committee shall also have such authority as may from time to time be delegated to it by the Board of Trustees.
(b) If in exercising its authority the Executive Committee is called upon to act with respect to matters outside the scientific disciplines of those then serving on the Executive Committee, before taking action on such matters, the Executive Committee shall consult with and seek the advice of one or more other members of the Board of Trustees with expertise in such scientific disciplines.
(c) The Executive Committee shall meet on the call of the Chair or the Vice Chair, which meeting may be in person or by telephonic or electronic communication, provided that the Executive Committee shall not meet unless all members are in attendance. The Chair shall preside at all meetings of the Executive Committee. Any member of the Executive Committee whose term as trustee has expired shall be an ex officio Trustee while serving on the Executive Committee.
SECTION 6.03. Audit Committee.
The Board of Trustees shall appoint an Audit Committee which shall provide independent oversight of the Corporation's accounting and financial reporting. The Audit Committee shall review on a continuing basis the accounting procedures and financial controls of the Corporation, shall oversee the Corporation's annual audit and shall receive the report of the Corporation's independent auditor, and shall report at every meeting of the Board of Trustees. The Audit Committee shall consist of such number of members of the Board of Trustees, and such other persons as may be designated by the Board and appointed for such terms as the Board may from time to time designate, all in accordance with the Audit Committee rules and procedures adopted and amended from time to time by the Board of Trustees. No employee of the Corporation shall serve on the Audit Committee.
SECTION 6.04. Finance and Investment Committee.
The Board of Trustees shall appoint a Finance and Investment Committee which shall monitor the finances of the Corporation and oversee its investments. The Finance and Investment Committee shall annually recommend to the Board a budget, shall review on a continuing basis the Corporation's investment guidelines and the results of all investments made by the Corporation, and shall report at every meeting of the Board of Trustees. The Finance and Investment Committee shall consist of such members of the Board of Trustees, and such of the Corporation's officers, employees or other persons designated by the Board and appointed for such terms as the Board may from time to time designate, all in accordance with the Finance and Investment Committee rules and procedures adopted and amended from time to time by the Board of Trustees. The Finance and Investment Committee may create subcommittees of its members, as designated from time to time by the Finance and Investment Committee.
SECTION 6.05. Compensation Committee.
The Board of Trustees shall appoint a Compensation Committee which shall oversee compensation and benefits provided to employees of the Corporation. The Compensation Committee shall review on a continuing basis compensation (including bonus plans) paid and proposed to be paid to employees of the Corporation and shall consult with such advisors as it shall deem advisable for its purposes. The Compensation Committee shall report at meetings of the Board of Trustees if and when requested by the Chair or Vice Chair. Unless otherwise provided by the Board, all members of the Executive Committee shall serve as members of the Compensation Committee. The Compensation Committee shall consist of such number of other members of the Board of Trustees, and such of the Corporation's officers, employees or other persons designated by the Board and appointed for such terms as the Board may from time to time designate, all in accordance with the Compensation Committee rules and procedures adopted and amended from time to time by the Board of Trustees.
SECTION 6.06. Corporate Governance Committee.
The Board of Trustees shall appoint a Corporate Governance Committee which shall oversee matters pertaining to nominations, conflicts of interest and corporate governance. The Corporate Governance Committee shall review on a continuing basis the conflict of interest policies and procedures of the Corporation and address any matters which arise therefrom, and shall assist the Director with the nominating process for all elections as requested by the Director. The Corporate Governance Committee shall report at meetings of the Board of Trustees if and when requested by the Chair or Vice Chair. The Corporate Governance Committee shall consist of such number of members of the Board of Trustees, and such of the Corporation's officers, employees or other persons designated by the Board and appointed for such terms as the Board may from time to time designate, all in accordance with the Corporate Governance Committee rules and procedures adopted and amended from time to time by the Board of Trustees.

ARTICLE VII: Selection and Scheduling Committee

A Selection and Scheduling Committee, composed as hereinafter provided, shall be established to study, review and make recommendations to the Board of Trustees and the Director on the selection and scheduling of Conferences each year. Nine members of the Selection and Scheduling Committee shall be elected by the Council for terms of six years, each upon nomination by the Board of Trustees, with three members to be elected every other year. A nominee for election to the Selection and Scheduling Committee must have attended at least two (2) Conferences in order to be elected. To ensure diversity and continuing representation of the various major disciplines of the scientific community, in submitting such nominees for election, the Board may group or pair the nominees in such manner as to cause the Council to elect a specified number of members from each such group or one from each such pair. In addition, all members of the Board of Trustees shall be ex officio members of the Selection and Scheduling Committee. The Board of Trustees may remove members of the Selection and Scheduling Committee with or without cause. Vacancies on the Selection and Scheduling Committee shall be filled by appointment of a successor made by the Board of Trustees for the remainder of the unexpired term. The organization and operation of the Selection and Scheduling Committee shall be further governed by guidelines adopted by it from time to time, subject to approval of the Board of Trustees.

ARTICLE VIII: Waiver of Notice: Unanimous Consent

SECTION 8.01. Waiver of Notice.
Notice of the time, place and purpose (unless otherwise specified) of any meeting of the Council or the Board of Trustees or any committee or subcommittee thereof may be waived in writing by any Council Member or by any Trustee or any member of any committee or subcommittee, as the case may be, either before or after such meeting. Attendance in person at a meeting of the Council or the Board of Trustees or any committee or subcommittee thereof shall be equivalent to having waived notice of such meeting.
SECTION 8.02. Consent of Council Members.
Insofar as permitted by law, whenever the vote of the Council is required or permitted to be taken in connection with any corporate action by any provision of the Rhode Island General Laws or the Corporation's Articles of Incorporation, its Constitution or these By-Laws, the meeting of the Council may be dispensed with if all of the Council Members entitled to vote thereon shall consent in writing (including by electronic transmission) to said action. Any consent, signed by all of the Council Members entitled to vote thereon, shall be filed with the records of meetings of the Corporation and shall be treated for all purposes as a vote at a meeting. In the case of any consent by electronic transmission or any election at a meeting deemed conducted by written or electronic ballot, such electronic transmissions or ballots need not be filed with the records of the meetings if the results of such vote are certified by the Director or the Secretary.
SECTION 8.03. Unanimous Consent of Trustees and Committee Members.
Insofar as permitted by law and unless otherwise restricted by the Corporation's Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Trustees or any committee or subcommittee thereof, as the case may be, may be taken without a meeting if a written consent (including by electronic transmission) thereto is signed by all the members of the Board or such committee or subcommittee, as the case may be, and such consent is filed with the records of the Corporation.

ARTICLE IX: Officers

SECTION 9.01. Number.
The officers of the Corporation shall be a President, who shall be the Director of the Corporation, and a Secretary, a Treasurer, and such other officers as the Board of Trustees may appoint from time to time. One person may hold the offices and perform the duties of any two or more of said offices, except that one person may not serve as both President and Secretary.
SECTION 9.02. Election, Qualifications and Term of Office.
The officers shall be elected annually by the Board of Trustees at their annual meeting. Each officer shall hold office for a one-year term and until a successor shall have been duly elected and qualified, or until death, resignation, disqualification or removal in the manner hereinafter provided. Any individual may serve an unlimited number of consecutive one-year terms in the same office.
SECTION 9.03. Removal.
Any officer may be removed either with or without cause, by the vote of a majority of the Board of Trustees at a special meeting called for said purpose. Such removal will be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
SECTION 9.04. Resignation.
Any officer may resign at any time by giving written notice to the Board of Trustees or to the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
SECTION 9.05. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Trustees at any regular or special meeting.
SECTION 9.06. The Director.
The Director shall be the chief executive officer of the Corporation and shall have such powers and perform such duties as are designated from time to time by the Board of Trustees. The Director shall also serve as the President of the Corporation, and shall have such power and perform such duties as may be required by law to be performed by the President. The Director shall have the responsibility and authority, under instructions from the Board of Trustees, to cooperate with the Conference Chairs on technical functions of the Conferences, particularly as stated in the Corporation's Articles of Incorporation and these By-laws; to employ and supervise an adequate office staff; to obtain adequate publication of the Conferences' announcements; to maintain good relationships with scientific organizations and with the meeting host organizations; to keep the Council Members informed concerning the state and operation of the Conferences; and to serve as executive and recording secretary of the Council. The Director shall make a full annual report to the Board of Trustees at each meeting of the Board.
SECTION 9.07. Secretary.
The Secretary shall record or cause to be recorded all the proceedings of the meetings of the Board of Trustees and meetings of all committees and subcommittees to which a secretary shall not have been appointed; shall see that all notices are duly given in accordance with the provisions of these By-laws and as required by law; shall be custodian of the records and of the seal of the Corporation; and have such other powers and perform such other duties as the Board of Trustees of the Corporation may from time to time prescribe.
SECTION 9.08. The Treasurer.
The Treasurer shall have, or shall delegate to the Corporation's chief financial officer or controller, and shall be entitled to rely on any such delegation of authority responsibility for the books and records of account of the Corporation, which shall be kept at such offices of the Corporation as the Board of Trustees shall from time to time designate; for the keeping of correct and adequate records of the assets, liabilities, and business transactions of the Corporation; for exhibiting at all reasonable times the books and records of account to any of the Trustees of the Corporation; for reviewing the Corporation's budget annually; and for monitoring the budget.
SECTION 9.09 General Powers.
Each officer shall, subject to these By-laws, have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to their respective offices, and such duties and powers as the Board of Trustees shall from time to time designate.
SECTION 9.10. Bonding.
Any officer, employee or agent shall give such bond with such surety or sureties for the faithful performance of his or her duties as the Board of Trustees may from time to time require.

ARTICLE X: Indemnification of Trustees and Officers

The Corporation shall indemnify and reimburse for expenses as incurred, and upon affirmative vote of disinterested Trustees, may pay or advance expenses to, and purchase and maintain insurance for, its Trustees, officers, employees, and other persons serving the Corporation to the fullest extent permitted by Section 7-6-6 of the Rhode Island Non-Profit Corporation Act or any successor indemnification provision, but only to the extent that the status of the Corporation as a corporation exempt under Section 501(c) (3) of the Code is not adversely affected thereby. A Trustee of the Corporation shall not be personally liable to the Corporation or to Council Members for monetary damages for breach of fiduciary duty as a Trustee, except for liability (i) for any breach of the Trustee's duty of loyalty to the Corporation; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Trustee derived an improper personal benefit.

ARTICLE XI: Execution of Documents

SECTION 11.01. Contracts, etc., How Executed.
Unless otherwise determined by the Board of Trustees, any one of the following -- the Chair, Vice Chair, or Director -- may enter into any contract or execute and deliver any contract or other instrument, the execution of which is not otherwise specifically provided for, in the name and on behalf of the Corporation. The Board of Trustees, except as otherwise provided in these By-laws, may authorize any other or additional officer or officers, agent or agents, of the Corporation to enter into any contract or execute and deliver any contract or other instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless authorized to do so by these By-Laws or by the Trustees, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.
SECTION 11.02. Checks, Drafts, etc.
All checks, drafts, bills of exchange or other orders for the payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts and insurance certificates of the Corporation, shall be signed or endorsed by the Director or such other officer or officers, employee or employees, of the Corporation as shall from time to time be determined by resolution of the Board of Trustees.
SECTION 11.03. Loans to Employees.
The Corporation shall make no loans or advances to any Council Member, to any member of the Board of Trustees or to any of its officers or employees, other than ordinary advances of reasonable business expenses, without the prior written authorization of the Board of Trustees.

ARTICLE XII: Auditor

The Audit Committee of the Board of Trustees shall designate an auditor of the Corporation's books and records and of the operations of the Conferences, which shall be a firm of certified public accountants. The auditor shall report directly to the Audit Committee.

ARTICLE XIII: Seal

The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the state and year of incorporation.

ARTICLE XIV: Fiscal Year

Except as from time to time otherwise provided by the Board of Trustees, the fiscal year of the Corporation shall end on the last day of October of each year.

ARTICLE XV: Electronic Transmissions

A ballot, vote, proxy or consent transmitted by electronic transmission by a Trustee or Council Member or by a person or persons authorized to act for a Trustee or Council Member shall be deemed to be written and signed by such Trustee or Council Member for purposes of any ballot, vote, proxy or consent required hereunder. For purposes of this Article, the term "electronic transmission" means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE XVI: Publications

SECTION 16.01 Technical Publications.
There shall be no publication of information disclosed at any Conference, any New Conference or any GRC Related Meeting without written approval from both the individual disclosing or presenting the information and from the Director, except where such individual initiates release of a contribution, in which case the approval of the Director is not required.
SECTION 16.02 Non-Technical Publications.
Only the Director may publish or release for publication non-technical information concerning the Corporation, the Conferences, New Conferences or GRC Related Meetings.

ARTICLE XVII: Amendments

These By-laws shall be subject to amendment and repeal. New or amended By-laws not inconsistent with the laws of the State of Rhode Island or any provision of the Corporation's Articles of Incorporation may be adopted or amended either in form of a resolution duly adopted by the Board of Trustees or in form of a petition signed by at least twenty-five percent (25%) of the Council Members; but only if the proposed amendment is distributed in writing by the Director to all Council Members and adopted at a meeting of the Council (a quorum being present) by the affirmative vote (in person or by proxy) of a majority of the Council Members present and voting at such meeting.

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