Constitution & Bylaws
Constitution
Article I. Name
Article II. Incorporation
Section A.
The Branch shall be incorporated under the laws of the State of Michigan as a nonprofit, educational association.
Section B.
The term for which it is organized shall be perpetual; however, in the event of dissolution of the Branch, all funds and any properties shall revert to AALAS.
This organization shall be known as the Michigan Branch (herein known as “Branch” or “MI-AALAS”) of the American Association for Laboratory Animal Science (herein known as “AALAS”).
Article III. Affiliation
Section A.
MI-AALAS shall be affiliated, as a Member Branch, with the American Association for Laboratory Animal Science (AALAS) of Memphis, Tennessee, incorporated under the laws of the State of Illinois as a national, nonprofit, educational association.
Section B.
MI-AALAS reserves all rights and privileges granted by AALAS to its branches.
Section C.
The Branch shall supply AALAS with a copy of its current Constitution, Bylaws, and Amendments as they are adopted.
Section D.
The affiliation of MI-AALAS with AALAS is affected under the Constitution and Bylaws of AALAS and identifies MI-AALAS as an organization committed to accomplishing the goals and mission of AALAS within the geographical area of MI-AALAS. Under this affiliation, AALAS and MI-AALAS will cooperate in promoting and carrying out the programs of each. However, both organizations are financially independent, and neither is authorized to act as agent for, or in any way commit the other, unless specifically authorized and directed to do so.
Article IV. Mission
Section A.
MI-AALAS is dedicated to advancing and disseminating knowledge, at the local level, concerning the responsible care and use of laboratory animals for the benefit of human and animal health.
Section B.
To promote fellowship and cooperation among members and other professional organizations interested in the humane treatment of laboratory animals and the advancement of medical knowledge gained from the use of these animals for the benefit of humans and animals.
Section C.
To provide a medium in the Branch area for the exchange of scientific information on all phases of laboratory animal science. To disseminate such information by appropriate means to its members, other branches, AALAS, and others, as necessary.
Section D.
To communicate with other branches for the exchange of information and to coordinate efforts in the field of laboratory animal science.
Section E.
To hold at least one meeting annually for the purpose of conducting business and the presentation and discussion of matters of scientific interest.
Section F.
To render such assistance as is requested by AALAS for the local arrangement for the annual meeting of AALAS when held in the Branch area.
Section G.
To sponsor and promote professional, educational, and training programs for Branch members and others who are engaged in the responsible production, care, handling, and use of laboratory animals.
Article V. Membership
Section A.
Membership in the Branch shall be open to persons with interest in furthering their knowledge in the responsible production, care, and use of laboratory animals.
Section B.
Classes of membership and eligibility thereof are established in the Bylaws.
Article VI. Voting Power
Article VII. Elections
The privilege of voting shall be limited to members in good standing.
The election of officers and of council members shall be conducted at an annual meeting, by mail ballot or by electronic voting as provided in the Bylaws.
When a position is unable to be filled, a special appointment may be made by the current president for no more than a one-year term. The President Elect will be appointed to a role prior to others being selected for an open position in most cases.
Article VIII. The Executive Council
Section A.
The Executive Council shall be the governing body of the Branch. It shall conduct all business of the Branch except as otherwise provided by the Constitution or Bylaws.
Section B.
The Executive Council shall be composed of the President, Past President, President-Elect, Treasurer, Secretary, Technician Affairs Committee Chairs, Newsletter Editor, Website Designer, Membership Chair, and four Board Directors.
Article IX. Terms of Office
Section A. Board of Directors
The term of office for a Board Director shall be two years, with two members elected in each year.
Section B. President, President-Elect, and Past President
The terms of office for each shall be limited to one year. The President shall serve for the year immediately following their term as President-Elect. They shall also serve as Past President for the year immediately following their term as President. Nominees for the office of President-Elect shall be restricted to those who have served on the Executive Council, in good standing, for at least one year.
Section C. Secretary
The term of office for the Secretary will be three years.
Section D. Treasurer
The term of Treasurer will be three years.
Section E. Membership Chair
The term of Membership Chair will be three years.
Section F. Technician Affairs Committee Chair and Co-Chair
The terms of office for each shall be limited to one year. The Chair shall serve for the year immediately following their term as Co-Chair.
Section G. Newsletter Editor and Website Designer
The Newsletter Editor and Website Designer shall each be elected for a term of three years.
Article X. Quorums
Section A.
Twenty (20) percent of members in good standing shall constitute a quorum for the consideration of business at any Branch meeting.
Section B.
For the conduct of business through the mail or electronic mail, no quorum shall be required. A four-week period shall be allowed for the return of ballots and of other business replies by mail. A two-week period shall be allowed for the return of ballots and of other business replies by electronic media.
Article XI. Bylaws
Article XII. Conduct of Business by Mail
Article XIII. Amendments
The Branch shall establish Bylaws and may amend them from time to time as herein provided.
Business of the Branch may be conducted by any means necessary (mail, electronic mail, teleconference, etc.) as provided in the Bylaws.
Section A.
Amendments to this Constitution may be proposed by four members of the Executive Council or by at least ten active members of the Branch and shall be filed in writing with the Secretary. The proposed amendment(s) shall be considered for approval at the next scheduled meeting of the Executive Council. Any proposed amendment(s) approved by the Executive Council shall be adopted only by a majority of active members voting at a regularly scheduled meeting by mail ballot, electronic ballot or electronic mail.
Section B.
An amendment(s) shall become effective immediately upon adoption, unless specified in the amendment or motion.
Bylaws
Article I. Membership
Section A.
The membership of this organization shall consist of individual members, institutional members, and business members.
Section B.
Application for membership in the Branch shall be made upon an official form furnished by the Branch.
Section C.
Applications for membership shall be forwarded to the Membership Chair and the Treasurer, together with the annual dues.
Section D.
A member in good standing shall enjoy all of the rights and privileges of the Branch, including participation in meetings, voting, and holding office, as provided in the Constitution and Bylaws provided that they have paid dues.
Section E. - Classes of Membership
Section A. Individual Members
Individuals in good standing who have paid dues to join Michigan AALAS in the current fiscal year.
Section B. Life Membership
Awarded to Branch members in recognition of their outstanding contributions to the work of the Branch. Selection of a Life Member is made by the Executive Council and approved by a majority vote of the general membership. Life members are considered individual members.
Section C. Institutional Members
An institution or business which employ members or potential members of this organization and/or which shares the purposes of this organization may apply for affiliation as an Institutional Member.
Section D. Business Members/ Commercial Memberships
A business that provides support to MI-AALAS through knowledge of the field, sponsorship, advertising, etc.
Section F. - Termination of Membership
1. Any member may withdraw their membership by notifying the Membership Chair in writing.
2. A membership or Member of the Executive Committee may be terminated for actions considered contrary to the objective and mission of the Branch. The charges of adverse actions must be submitted in writing to the Executive Council. A member so charged shall be given a hearing before the Council or be given the opportunity to file written opposition to the charges. The matter shall be considered at the next regularly scheduled Executive Council meeting. The membership shall be terminated upon the affirmative vote of the majority of the Council members.
3. A member may be expelled for the improper use of Branch membership to promote commercial products or services.
Section G. - Dues
Annual dues shall cover the period of January 1 to December 31 of each year. Potential members who join the Branch after January 1 shall be assessed the entire annual dues. If membership is requested after September 1st, the membership term will include the remainder of the current year as well as January 1 to December 31 of the following year.
Article II. Officers
Section A.
The term of office for each elected officer is provided for in Article IX of the Constitution. Officers must be members of the Branch in good standing at the time of election and throughout his/her term of office.
Section B. - President
It shall be the duty of the President to preside at all meetings of the Branch and of the Executive Council. The President shall convene the Council at least twice each year and as often thereafter as the business of the Branch may require. The President shall appoint the Chairperson of each standing committee, subject to approval by the Executive Council. The President shall administer the affairs of the organization according to the Constitution and the Bylaws and the policies as enunciated by the Executive Council. In the event that an Executive Council member is unable to complete their term of office, the position may be filled by presidential appointment. The appointment shall run until the next scheduled election.
Section C. - President-Elect
In the absence of the President, the President-Elect shall perform the duties of the President. The President-Elect shall automatically become President at the termination of their predecessor’s term of office. If the President is unable to perform the duties of their office, the duties shall devolve upon the President-Elect. If the President-Elect is unable to assume their duties as President, a President shall be elected by the Branch membership. The President-Elect shall be restricted to those who have served on the Executive Council, in good standing, for at least one year. The President-Elect shall serve as Program Chairperson.
Section D. - Immediate Past President
The immediate Past President shall perform the duties of the President in cases where the President and the President-Elect are simultaneously unable to perform the duties of their respective offices, until a President is elected by the Branch membership. The immediate Past President may also perform other duties as requested by the President or Acting President.
Section E. - Secretary
The Secretary shall keep the minutes of the Branch and Executive Council meetings. They shall have charge of all records other than financial, notify members of their election and/or appointments, notify members of the Council of meetings thereof, and present to the Council all matters requiring their action. In addition, the Secretary shall supply annually to the Executive Director of AALAS the names of all Branch officers within three weeks of their election and shall promptly notify the Executive Director of any change of said officials.
Section F. - Treasurer
The Treasurer shall receive membership dues and assessments and all other moneys due to the Branch and shall keep a current list of the members. They shall pay all obligations to the Branch authorized by the Executive Council, shall present to the Council at each meeting thereof a statement of the current income and expenses, and annually shall submit a complete financial report to the Council showing income and expenses for the calendar year. The Treasurer shall have charge of all financial records of the Branch. The Treasurer shall also file yearly State of Michigan non-profit status documents and all associated tax documents.
Section G. - Membership Chair
Responsibilities include securing new memberships and recertifying memberships for the following year. Works in conjunction with the Treasurer and Newsletter Editor to manage membership roster. Evaluates membership demographics for opportunities to enhance membership benefits. Maintains and distributes informational membership brochures.
Section H. - Newsletter Editor
Responsible for obtaining content and publishing regular newsletters for distribution to the general membership. Additional responsibilities include distribution of communications to general membership.
Section I. - Website Designer
Responsible for maintaining and updating the website associated with Michigan Branch AALAS information.
Section J. - Board of Directors
Responsible for voting on award selection, reviewing, and voting on suggested changes to bylaws, constitutional document, and Conflict of Interest Policy.
Section K. - Technician Affairs Committee Chair and Co-Chair
Responsible for being the head of the technician affairs committee that promotes professional development among technicians.
Article III. The Executive Council
Section A.
All members of the Executive Council shall be entitled to vote. A quorum shall be a simple majority of the Council.
Section B.
The Executive Council shall hold at least two meetings each year at such stated times as it may decide upon, or upon call of the President, or by call of a simple majority of the Council members.
Section C.
The functions of the Executive Council shall be as stated in Article VII of the Constitution and shall include, but not be limited to:
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1. Establishing policies appropriate to the Branch objectives stated in the Constitution.
2. Planning methods for the procurement of funds including annual dues, special assessments, and advertising rates.
3. Determining Budget allocations.
4. Proposing and recommending amendments to the Constitution and Bylaws as provided therein.
5. Certifying candidates submitted by the Nominations Committee for elective officers of the Branch.
6. Instructing the Chairperson of the Elections Committee to prepare and distribute a ballot to all members listing the nominations for elective offices of the Branch.
7. Reviewing the annual audit as described in Article II, Section F.
8. Maintaining good public relations and disseminating information concerning the Branch and its activities to appropriate individuals, organizations, and news media.
9. Establishing committees as required, and appointing members thereof.
10. Preparing and submitting a report of its proceedings to the membership at Branch meetings or electronically.
11. All Executive Council members shall abide by the Conflict of Interest Policy.
Article IV. Commitees
Section A.
The standing committees of the Branch shall be as follows:
1. Executive
2. Program
3. Election
4. Technician Affairs
5. Public Relations
Section B.
The chairperson of each committee, with the exception of the Executive, the Technician Affairs, and the Public Relations Committees, shall be elected by the members of that committee. The chairperson of the Executive Committee shall be the President. The Chairs of the Technician Affairs Committee and Public Relations Committee (Newsletter Editor) are elected members of the Executive Council. All other selections are subject to approval by a vote of the Executive Council.
Section C. Committee Functions
1. The Executive Committee shall consist of the President, President-Elect, Secretary, and Treasurer. This committee may meet upon call of the President to discuss matters pertinent to the Branch.
2. The Program Committee shall be responsible for the procurement and/or selection of programs for presentation at Branch meetings and the publicity for these meetings.
3. The Election Committee shall submit to the Secretary nominees for offices which are to be filled by election prior to January 1st of the following year and report the results of the election to the Secretary within one week of the final date for the return of the ballots. The committee shall consist of at least two members.
4. The Technician Affairs Committee (TAC) shall promote professional development among technicians in the laboratory animal science field through identification and recognition of those individuals who exemplify high standards in performing job responsibilities. The TAC shall encourage technician involvement in MI-AALAS and other related professional organizations. Responsibilities of the TAC:
• Administer the MI-AALAS award system
• Participate in MI-AALAS meetings
• Recommend to the Executive Council the appointment of ad hoc committees to research and address specific concerns, desires, or needs of technicians.
• Administer at least one meeting with active participation each year pertaining to use of laboratory animals for the benefit of human and/or animal health.
5. The Public Relations Committee shall disseminate information about the national, state, and local AALAS organization affairs to all MI-AALAS members through a Branch newsletter to be distributed electronically to all members at least three times per year. The committee shall serve as a liaison between the general public and the research community as represented by the Branch. The Chair of the Public Relations Committee shall also be the Newsletter Editor.
6. The Bylaw Review Committee will review the Bylaws, Constitution, and Conflict of Interest Policy onan annual basis, bring changes to the Board of Directors for feedback and to be voted upon. The Chair of the Committee will be the President-Elect.
Section D.
Special ad hoc committees may be authorized from time to time by the Executive Council. Members of such committees shall be appointed by the Council and shall serve for a period of not more than one year unless the committee is dissolved by the Council prior to one year. The President shall have the authority to appoint special committees at a time when it is impossible to obtain Council authorization. The committee shall serve until the next Council meeting at which time it will be approved or dissolved by the Council.
Article V. Finances
Section A.
Dues and assessments will be established by the Council subject to the approval of a majority of the voting membership.
Section B.
All remittances shall be deposited to the account of the Branch and the Treasurer shall be the custodian of all Branch funds.
Section C.
Account access is designated to the Treasurer and one other member of the Executive Council as a designee. Checks may be drawn by signature of the Treasurer or designee.
Section D.
In the event of dissolution of MI-AALAS, after paying or making provisions for payment of all liabilities of the corporation by the Executive Council, all funds and any properties of the Branch shall revert to AALAS. No member of the corporation shall receive any of the corporate assets.
Article VI. Meetings
Section A.
Meetings of the Branch may be called or scheduled by the Executive Council
Section B.
There shall be a minimum of one general meeting of the Branch annually which shall be held at a time and place approved by the Executive Council.
Section C. Order of Business
The Order of Business at each Branch Meeting may be as follows:
1. Report of the Executive Council
2. Reports of the Standing Committees
3. Reports of the Special Committees
4. Old Business
5. New Business
Article VII. Conduct of Business Electronically
When not in regular session, the Executive Council and the committees may conduct business by electronic mail, teleconference, or mail ballot. Decisions which require a membership vote may be handled electronically. A quorum will not be required. The Executive Council may vote on new policies to the MI-AALAS Bylaws via electronic mail. Each member retains the right to request that voting be tabled until the next scheduled Executive Council meeting.