International Society for Matrix Biology
Constitution and Bylaws
(amended on 24 February 2017)
ARTICLE I: Name and form
The name of the Society (founded on October 29, 1992) is "The International Society for Matrix Biology". The Society consists of members from throughout the world and is governed by ISMB Council.
ARTICLE II: Aims
The aims of the Society are:
to promote and develop scientific exchanges between scientists from laboratories in academic and medical institutions and in industry interested in Matrix Biology research,
to organize or to sponsor scientific meetings on Matrix Biology,
to produce or sponsor publications (notably the ISMB Newsletter) permitting the diffusion of information related to Matrix Biology research,
to help young scientists in the field of Matrix Biology through international travel grants,
to recognize excellence in Matrix Biology research in the form of awards to both junior and senior scientists.
ARTICLE III: Registered office
The Society is registered at:
Institut pour la Biologie et Chimie des Protéines
7 passage du Vercors
69367 cedex 7
ARTICLE IV : Duration
The duration of the Society is unlimited (as long as there are members).
ARTICLE V: Membership
The Society consists of regular members (including founding members), junior members and senior members. All members pay membership fees. Membership of the Society is open to scientists who share the stated aims of the Society. Junior members are scientists in the early stages of their career, usually undergraduate or postgraduate students or post-doctoral fellows up to five years after their PhD. Senior members are granted emeritus status on the basis of services rendered to the Society and as retired members according to any legal form of retirement. Both junior and senior scientists pay reduced membership fees. The amounts of the membership fees are proposed by Council and approved by a simple majority of all Society members by internet ballot. Membership of the Society is terminated by resignation or as pronounced by Council for non-payment of membership fees.
ARTICLE VI: Financial resources
The financial resources of the Society are provided by:
funding or grants from the State or public communities,
income from its possessions,
payment of services given by the Society,
all other resources permitted by the law.
The financial liability of the Society will be equal to its full assets. The personal liability of members (Article V, Membership) is limited to their membership fees.
ARTICLE VII: ISMB Council
ISMB Council consists of up to 19 elected members. The Executive Committee comprises the President, Vice-President, Past-President and Secretary/Treasurer. In addition to the Executive Committee, Council includes the Newsletter Editor and up to 14 regular members. The Secretary/Treasurer, the Newsletter Editor and the regular Council members are elected for three-year terms, staggered in such a way that one third of Council is replaced or re-elected each year. Regular Council members are eligible immediately for a second term and can be re-elected for a further term after a gap of at least three years. The Secretary/Treasurer and the Newsletter Editor can be re-elected continuously up to three times. The President, Vice-President and Past-President serve for terms of two years, non-renewable, with the expectation that the Vice-president will take over as President after two years.
ARTICLE VIII: Council meetings
The Council shall meet at least once a year, either in person or by electronic means of communication (telephone, internet). In addition, the Executive Committee shall meet at the discretion of the President to discuss the affairs of the Society. Minutes are taken at each meeting and distributed by the Secretary. Decisions are taken at full majority. The President shall vote only to break a tie.
ARTICLE IX: Elections
Nominations for regular members of ISMB Council are accepted from all members of the Society. In order to maintain a representative balance among ISMB Council members, elections will be held for each of the three major world regions (Europe, the Americas, Asia/Oceania), the numbers of Council members to be elected from each region to be fixed by Council in order to maintain a balanced representation of the membership. Nominations for President, Vice-President, Secretary/Treasurer and Newsletter Editor are made by ISMB Council. Elections for all Council members are open to all Society members. Interim vacancies shall be filled temporarily by the Council, until completion of the next regular election. The tenure of the Council members elected in this way shall last until the end of the originally anticipated term of the member they replaced. All elections will be carried out by internet ballot.
ARTICLE X: Prizes and Awards
Nominations for holders of the Rupert Timpl (young scientists) and Distinguished Investigator (lifetime achievement) awards are accepted from all members of the Society, and the awardees chosen amongst these nominations by ISMB Council. Holders of the Rupert Timpl award are elected on the basis on the basis of (I) age up to 40 years + allowance for career breaks, (II) having published the best paper in Matrix Biology over the previous two calendar years and (III) showing evidence of starting out an independent career in Matrix Biology.
ARTICLE XI: General Assembly
The General Assembly comprises all members of the Society. It is held at least once every two years or whenever needed, at the call of the President or at least one third of its members, after notice to the President. Each member can be represented by another member, after written agreement communicated to the Secretary. The General Assembly can be conducted either in person or by virtual means through electronic media. Ten per cent of the membership (either present or represented) shall constitute a quorum to conduct business. If this quorum is not reached, a new General Assembly is called out, after a lapse of at least 2 weeks, and can conduct business, whatever the quorum. ISMB Council shall set the agenda. The Executive Committee of the General Assembly has the same officers as the Council. The General Assembly shall approve the reports by Council on the management, financial situation and current state of the Society. The General Assembly shall approve the accounting of the previous year, vote the annual budget, discuss all points set on the agenda and elect, if necessary, new members of Council. All decisions of the General Assembly shall be voted either by a show of hands or by electronic means. A secret vote may be requested either by Council or by one-quarter of the members present. Biannual reports and accounting shall be forwarded every two years by the Secretary to each member of the Society.
ARTICLE XII: Relations with national and regional Matrix Biology societies
Individual Council members are expected to liaise with their own national/regional matrix biology societies in order to facilitate communication in the interests of matrix biology as a whole.
ARTICLE XIII: Amendments to the Constitution
Amendments to the Constitution may be initiated by members of Council or by a petition to the Council signed by at least one-tenth of the members present at the General Assembly. Such petitions must be sent to the Secretary at least one month prior to the next General Assembly and must be communicated to all members by the Secretary by e-mail at least two weeks prior to the General Assembly. Amendments must be presented at the General Assembly and ratified by two-thirds of the members participating or legally represented.
ARTICLE XIV: Dissolution of the Society
To dissolve the Society, a special General Meeting shall be called out. One-half of all members (participating or represented), plus one member, shall constitute a quorum to conduct business. If this quorum is not reached, a new General Meeting is called out, after a lapse of at least 2 weeks, and can conduct business, whatever the quorum. In all cases, the dissolution shall be approved and ratified by a two-thirds majority of the members voting. If dissolution is voted, the General Meeting shall appoint one or several officers to carry out the liquidation of all assets of the Society. All net credits shall be distributed to one or many organisations having the same aims as the Society.
Date: 24 February 2017