Bylaws

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BYLAWS

of the

INTERNATIONAL SOCIETY FOR MICROBIAL ELECTROCHEMISTRY AND TECHNOLOGY

Draft date (Last Amended): February 1, 2012

ARTICLE I – Name

The name of this organization shall be the INTERNATIONAL SOCIETY FOR MICROBIAL ELECTROCHEMISTRY AND TECHNOLOGY, hereinafter referred to as the Society and abbreviated “ISMET”.

ARTICLE II – Mission

The mission of ISMET is to assist its members in the development and dissemination of knowledge in microbial electrochemistry and microbial electrochemical technologies (MET). ISMET seeks to strengthen and advance fundamental research and development in this field by providing leadership, promoting cooperation amongst the scientific and engineering communities and others within and outside the discipline, and serving as liaison between its membership and other professional societies, government agencies, industry, and nonprofit organizations.

ARTICLE III – Purposes

The purposes of the Society shall be:

  • To provide networking opportunities that foster a supportive environment for the professional development of its members.
    • To develop long-range plans for advancing the study of electrochemically active microorganisms in engineering, science, and related fields, and to implement these plans by working with other professional scientific societies and fellow professionals in the public and private sectors.
    • To assist its members in matters relating to the development of academic and research programs at individual institutions.
    • To assists its members in matters relating to outreach and education on different levels of microbial electrochemistry and METs.
    • To work with other organizations interested in the research by ISMET members.
    • To establish an information service that keeps its members informed about latest developments.
  • To promote communication about matters concerning the interest of the members and the functions of those pertinent professional and scientific societies in which members have professional interests.
    • To assist public agencies, professional societies, and other groups through advisory and consultative services, in the development of programs related to MET in engineering, science, and related fields.
    • To recognize outstanding achievements in research and education and promote diversity and early career researchers within ISMET.

ARTICLE IV – Office and Agency

The principal place of business of the Society is located at 6435 Dahlonega Road, Bethesda, Maryland, 20816. The registered office of the Society is 808 Crabapple Court, State College, Pennsylvania, 16801. In addition, the Society may maintain such offices, either within or without the Commonwealth of Pennsylvania, as its business requires.

ARTICLE V: Chapters

  • ISMET organizes itself into five (5) Chapters, namely:
    • North America (NA-ISMET)
    • Europe (EU-ISMET)
    • Asia Pacific (AP-ISMET)
    • Africa (AF-ISMET)
    • Latin America (LA-ISMET)

ARTICLE VI – Membership

  • Member. Full Membership is open to any person interested in the field of MET with following categories:
    • Student Member: Graduate students. Student members may not serve on but can vote for the Board of Directors (BOD). Graduate student must verify annually their status.
    • Postdoctoral Members: Members holding a PhD, or equivalent degree but not fall within another category. Postdoctoral members may serve on and can vote for the BOD.
    • Government / Industry Member: Professionals working either in the public sector and non-profit organizations or in public sector that is not research. They may serve on and can vote for the BOD.
    • Faculty Members: Members of the academic staff including, but being not limited to Full, Associate and Assistant Professors, Lectures and Readers.
    • Fellow. The title “ISMET Fellow” or “Fellow of the International Society of Microbial Electrochemistry and Technology” is the highest grade of membership of ISMET.
  • An ISMET Fellow is an honorary appointment that is certified by receiving a plaque and reserves the right of free lifelong membership. In return a Fellow continues in providing service to the ISMET Society.
    • The first up to eight (8) Fellows in 2022 are appointed by the ISMET board of Directors. A maximum of four (4) new Fellows are elected and announced every two (2) years in synchrony with the global meetings of ISMET. The exact procedure will be defined after appointment of the initial six (6) Fellows. Candidates can be nominated by all ISMET members (excluding self-nomination) and no current members of the BOD can be nominated or nominate. The title can be withdrawn for reasons of misconduct by a combined decision of the ISMET Fellows and the current BOD of ISMET.
  • Conditions of Membership. Eligible individuals as defined by Sections 6.1 may join ISMET upon application to the Society and payment of the prescribed dues. Membership shall be continuous unless terminated due to nonpayment of dues, resignation, or change of occupational status or misconduct as detailed in the code of conduct (ARTICLE XII).
    • Meetings of Members will be held at such locations as designated by the BOD.
    • The meeting of the Members will be held as specified by the BOD, usually triennially at the International Meeting of ISMET.
    • Elections, especially on members of the BOD, will be held online and usually be organized by the President.
  • Special meetings of the Members may be called by any of the following:
  • The BOD.
  • The President.
  • Members having at least twenty-five (25%) percent of the votes that all Members are entitled to cast at such meeting.
    • Electronic notification, written or printed notice, stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than twenty one (21) nor more than sixty

(60) days before the date of the Members’ meeting, either electronically, personally or by first class mail, by or at the direction of the President, the Secretary, or the officers or other persons or Members calling the meeting, to each Member entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the Member at the Member’s address as it appears on the records of the Society, with postage prepaid.

  • Each Member will be entitled to one (1) vote on each matter submitted to a vote of Members.
    • The number or percentage of Members entitled to vote or votes represented in person (or by proxy) that constitutes a quorum at a meeting of Members will be Members holding at least ten percent (10%) of the votes entitled to be cast in that manner. Voting per proxy should take place within a period of usually one month. The vote of a majority of the

votes entitled to be cast by the Members present or presented by proxy at a meeting at which a quorum is present is necessary for the adoption of any matter voted on by the Members, unless a greater proportion is required by the Nonprofit Corporation Law of 1988, the Articles of Incorporation of this Society, or any provision of these Bylaws.

  • All members of ISMET agree:
  • to follow t aim to uphold the ethical integrity and dignity of the profession and practice of science in Microbial Electrochemistry and Technology.
  • to aspire to be inclusive of diversity, uphold equity and access and maintain accountability for its activities.
  • to aim to use their knowledge and skill for the advancement of human welfare.
  • are expected to be honest, ethical and impartial in their professional interactions including those with trainees, employees, supervisors, employers, colleagues and the public.
  • to expand that field of Microbial Electrochemistry and Technology by sharing the results of their research through academic, commercial or public service endeavors.
  • to seek to expand their professional knowledge and skills and increase competency in the field.
  • Membership will terminate in this Society on any of the following events, and for no other reason:
  • receipt by the BOD of the written resignation of a Member, executed by the Member or the Member’s duly authorized attorney-in-fact.
  • the death of a Member.
  • the failure of a Member to pay annual dues, if applicable, on or before their due date after allowance for late payment as indicated in Section 6.2.
  • for cause, inconsistent with membership as detailed in the code of conduct (see ARTICLE XII), after notice and hearing before the BOD.
  • in case the society goes into liquidation or is dissolved/terminated.

ARTICLE VII – Dues and Finances

  • Payment of Dues. For each category of membership, the annual dues to the Society shall be determined by the BOD and shall be payable annually.
    • Any member whose dues have not been paid shall be given notice of such default. If the dues remain unpaid by the end of the month the defaulter shall be removed from membership. Membership may be reinstated by submitting a letter of application to the Society and upon payment of the prescribed dues for the current year and any past dues.
  • Control of Funds. The Treasurer shall be responsible for the receipt of dues and other income to the Society, the deposit and custody of such funds, and the payment of proper bills, subject to general fiscal policies prescribed by the BOD and subject also to the scrutiny of the Audit Committee.

ARTICLE VIII – Board of Directors

  • Board of Directors – BOD. The affairs of the Society shall be managed by a BOD under such rules, policies, and procedures as the BOD may determine, subject to the specific conditions of the Bylaws and actions of the Members at Annual or Special Meetings of the full membership.
    • Officers. The officers of the Society shall be the President, President elect, Secretary, and Treasurer. All officers shall first be duly elected or appointed members of the BOD.
    • The BOD shall consist of eleven (11) duly elected or appointed Directors, including the President, President-Elect, Vice-President, the Secretary, and the Treasurer. Two (2) Directors are elected per Chapter (see ARTICLE V) with the President being outside regional representation.
    • Election.
      • The BOD shall be elected by the membership by mail or online voting.
      • Per Chapter one new Member shall be elected biannually.
    • Terms of Office. The term of office for a Director is four (4) years. No individual shall serve a total of more than six (6) consecutive years as a Director, except for additional years of service as President beyond the elected or appointed terms.
      • The BOD in charge is mandated to define a transition procedure to bring the bylaws in full conduct no later than 2027.
    • Vacancies. In the event of the death or resignation of a Director, the President shall appoint a successor to fill out the term, subject to confirmation by two-thirds of the BOD.
    • Meetings. The BOD shall hold its meetings at such times and places as it deems desirable and necessary, provided that a two-thirds majority of the BOD concurs. These meetings by be conducted via teleconference, videoconference, or in person, or any mixture of these methods.
    • Quorum and Action. At all meetings of the BOD, a majority of the Directors serving at that time shall constitute a quorum for the transaction of business. All action shall be by a majority vote of the Directors present and constituting a quorum.
    • Proxies. No Director shall be represented at a BOD meeting or at any other time by a Proxy.
  • Duties. It shall be the duty of the BOD to establish rules, policies, and procedures for the conduct of the affairs of the Society, subject to the Bylaws and such action as may be taken by the Members at Annual or Special Meetings.
    • In case from a Chapter no candidates run for the BOD, the leaving member from this Chapter has the duties i) to continue serving the board for another term of two (2) years, and ii) to show active promotion of ISMET and encouragement of candidates from the Chapter.

ARTICLE IX – Officers

  • Designation. The officers of the Society shall consist of a President, President-elect (that is also serving as Vice-President), Secretary, and Treasurer.
    • Terms of Office. For the first three (3) years, the term for officers shall be determined by the BOD. Thereafter, the term of the office of President shall be two (2) years. The term of office for the Secretary and Treasurer shall be two (2) years. An individual may serve maximum two (2) terms term as an officer for each elected term on the BOD.
    • Election. The new President-Elect and either the Secretary or the Treasurer shall be elected annually from and by the serving and the newly elected members of the BOD at an annual meeting. The President-Elect automatically ascends to the Presidency after the President has served the two (2) year term. The terms of office shall begin after the meeting that the officer is elected. Vacancies arising from death or resignation shall be filled by election at the earliest meeting of the BOD subsequent to such death or resignation.
    • Removal from Office. Any officer may be removed from office at any time by a two- thirds vote of a quorum at a meeting of the BOD.
    • Duties of the President. The President shall have general supervision of the affairs of the Society. The President shall preside at all meetings of the BOD; see that all orders and resolutions of the BOD and the Society are executed; sign, execute, and deliver all contracts, policy statements, and other instruments authorized by the BOD or the Society; countersign checks in the Treasurer’s stead; appoint all committees subject to confirmation by the BOD; and perform all other duties normally incident to this office or specifically assigned by the BOD.
    • Duties of the President-elect. The President-elect shall arrange all meetings of the BOD and shall otherwise assist the President as necessary. The President-elect shall act for the President in the event that the President is absent or incapacitated. When so acting the President-elect shall have all powers of, and be subject to all restrictions upon, the President.
    • Duties of the Secretary. The Secretary shall:
      • Keep the minutes of meetings of the Society and meetings of the BOD.
      • Perform such additional duties as may be assigned by the BOD.
      • In general, perform all duties normally incident to the office of Secretary.
  • Duties of the Treasurer. The Treasurer shall:
    • Have charge and custody of, and be responsible for all funds and effects of the Society; receive and give receipts for moneys due or receivable by the Society; deposit all such money to the credit of the Society, or otherwise dispose thereof as the BOD or President shall direct; cause such funds to be disbursed by checks or draft signed by the Treasurer or the President; and be responsible for the accuracy of the amounts and preserve proper vouchers for all moneys so disbursed.
    • Render accounts of the financial condition of the Society to meetings of the BOD, or when otherwise requested to do so by the BODs.
    • Submit all financial records annually to the Audit Committee.
    • File all necessary forms to meet State and Federal reporting requirements.
    • Perform such additional duties as may be assigned by the BOD.
    • In general, perform all duties normally incident to the office of Treasurer.

ARTICLE X – Meetings

ISMET shall be organizing international (Global) Meetings as well as Regional Meetings per Chapter designated by a procedure defined by the Conference Committee and approved by the BOD. At least one (1) meeting shall occur annually.

ARTICLE XI – Committees

  • Appointments. All committees should be appointed biannually. Each Committee Chair shall be appointed and approved by the BOD. Each Committee Chair will nominate a Vice-Chair and additional members, if needed, to be approved by the President.
    • Audit Committee. There shall be an Audit Committee consisting of two Members, none of whom shall be Directors. The Audit Committee shall be responsible for audits of the financial records of the Society.
    • Conference Committee. The Conference Committee is in charge of management of applications of the Global as well as Regional Meetings. It is managing the conference handbook. It is defining procedures for designating meetings that need final approval by the BOD.
    • Awards Committee. The Awards Committee is in charge of defining procedures for deciding of the annual ISMET Awards. It encourages applicants and assures assessment of the applications by strict scientific integrity and reports any possible bias to the President.
    • Public engagement and outreach Committee. The Public engagement and outreach Committee manages the outreach of ISMET, especially organization of the Newsletters (ISMET News) to which it appoints an Editor and Deputy Editor in agreement with the BOD. Further it manages the website contents as well as social media channels of ISMET.
  • Membership Committee. The Membership committee oversees the development of the memberships of ISMET, reports regularly to the BOD on means of how to improve membership number and suggests improvement of memberships.
    • Other Committees. The BOD may establish such other committees on a temporary or permanent basis, as it deems necessary for the effective conduct of the Society’s affairs.

ARTICLE XII – Code of Conduct

  • ISMET members shall not commit scientific misconduct, such as falsification or fabrication of data, plagiarism, etc. Scientific error and incorrect interpretation that occur as part of the scientific process does not count as misconduct.
    • ISMET members shall treat others equitably and respectfully without regard to race, ethnicity, color, religion, national origin, sex, sexual orientation, gender identity, age, marital status, disabilities, political affiliation, or any other personal characteristics protected from discrimination by harassment laws.
    • ISMET members shall abide by the event codes of conduct policy in place for both regional and international meetings.
    • ISMET members shall not engage in harassment of any person including students, trainees, employees, colleagues, research participants or others. Harassment is defined as unwelcome or unwanted attention or conduct that creates an environment where a reasonable person would feel unwelcome, intimidated, or abused.
    • ISMET members shall take responsibility for reporting breaches of conduct to the BOD.
    • By accepting membership, ISMET members agree to this code of conduct.

ARTICLE XIII – Amendments

  • Initiation. Proposed amendments to these Bylaws may be submitted by at least ten (1) Members to the BOD.
    • Adoption. Proposed amendments to the Bylaws must be approved by a two-thirds vote of the BOD and this approval must be confirmed by a two-thirds vote of a quorum of the Membership at an Annual or Special Meeting, by mail ballot, or by electronic ballot. Amendments shall take effect immediately upon adoption.

ARTICLE XIV – INFORMAL ACTION

  • Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Law of 1988, the Articles of Incorporation of this Society, or these Bylaws, a waiver of the notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in the waiver, will be deemed equivalent to the giving of the notice. The waiver must, in the case of a special meeting of Members, specify the general nature of the business to be transacted.
  • Any action required by law or under the Articles of Incorporation of this Society or these Bylaws, or any action that otherwise may be taken at a meeting of either the Members or the BOD, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the persons entitled to vote with regard to the subject matter of the consent, or all Directors in office, and filed with the Secretary of the Society.

ARTICLE XV – DISSOLUTION

Upon termination or dissolution of the Society, the operations of the Society shall be wound up, all outstanding debts and liabilities paid, and all accounts closed. Any assets remaining at the time of dissolution shall be transferred to a similarly situated nonprofit organization. No Member of the Society shall receive any distribution from the Society upon dissolution.

ARTICLE XVI – OPERATIONS

  • The fiscal year of this Society will be the calendar year.
  • Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Society will be signed by the Treasurer and countersigned by the President. Contracts, leases, or other instruments executed in the name of and on behalf of the Society will be signed by the Secretary and countersigned by the President, and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution.
  • This Society will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Members, BOD, and Executive Committees. The Society will keep at its principal place of business a membership register giving the names, addresses, classes, and other details of the membership of each Member, and the original or a copy of its Bylaws, including amendments to date, certified by the Secretary of the Society.
  • All books and records of this Society may be inspected by any Member, or the Member’s agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating the purpose of the inspection.
  • This Society will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Society will be distributed to its Members, Directors, or Officers. However, the Society may pay compensation in a reasonable amount to Members, Officers, or Directors for services rendered.
  • This Society will make no loans to any of its Directors or Officers.