[ These are the original by laws adopted by the MGED Society in 2003. ] MGED SOCIETY BYLAWS, 2003

 

 

FIRST AMENDED AND RESTATED

 

                                                                     BYLAWS

 

                                                                           OF

 

                            MICROARRAY GENE EXPRESSION DATA SOCIETY

 

                                                                             


                                                        TABLE OF CONTENTS

 

 

                                                                                                                                                   Page

ARTICLE I -- PRINCIPAL OFFICE.................................................................................   1

 

ARTICLE II -- MEMBERSHIP.........................................................................................   1

 

ARTICLE III -- BOARD OF DIRECTORS......................................................................   1

            Section 1.       Powers.............................................................................................   1

            Section 2.       Number of Directors.......................................................................   1

            Section 3.       Limitations on Interested Persons..................................................   1

            Section 4.       Election and Term of Office of Direc­tors.......................................   2

            Section 5.       Vacancies.........................................................................................   2

            Section 6.       Resignation and Removal................................................................   2

            Section 7.       Annual Meetings..............................................................................   2

            Section 8.       Special Meetings..............................................................................   2

            Section 9.       Notice...............................................................................................   2

            Section 10.     Waiver of Notice..............................................................................   2

            Section 11.     Quorum............................................................................................   3

            Section 12.     Action Without a Meeting...............................................................   3

            Section 13.     Telephone and Electronic Meetings.................................................   3

            Section 14.     Standard of Care...............................................................................   4

                        A.        General.............................................................................................   4

                        B.        Investments......................................................................................   4

            Section 15.     Inspection..........................................................................................   5

            Section 16.     Compensation....................................................................................   5

 

ARTICLE IV -- COMMITTEES.........................................................................................   5

            Section 1.       Board Committees.............................................................................   5

            Section 2.       Advisory Committees........................................................................   6

            Section 3.       Meetings............................................................................................   6

                        A.        Of Board Committees.......................................................................   6

                        B.        Of Advisory Committees..................................................................   6

 

ARTICLE V -- OFFICERS...................................................................................................   6

            Section 1.       Officers...............................................................................................   6

            Section 2.       Election..............................................................................................   6

            Section 3.       Removal.............................................................................................   7

            Section 4.       Resignation........................................................................................   7

            Section 5.       Vacancies...........................................................................................   7

            Section 6.       President............................................................................................   7

            Section 7.       Secretary............................................................................................   7

            Section 8.       Treasurer............................................................................................   7

 

ARTICLE VI -- CERTAIN TRANSACTIONS..................................................................   8

            Section 1.       Loans................................................................................................   8

            Section 2.       Self‑Dealing Transactions...............................................................   8

            Section 3.       Approval...........................................................................................   8

 

ARTICLE VII -- INDEMNIFICATION AND INSURANCE.............................................. 9

            Section 1.       Right of Indemnity.............................................................................. 9

            Section 2.       Approval of Indemnity........................................................................ 9

            Section 3.       Advancing Expenses........................................................................... 9

            Section 4.       Insurance............................................................................................. 9

 

ARTICLE VIII -- MISCELLANEOUS................................................................................ 10

            Section 1.       Fiscal Year.......................................................................................... 10

            Section 2.       Contracts, Notes, and Checks............................................................ 10

            Section 3.       Annual Reports to Directors.............................................................. 10

            Section 4.       Amendments...................................................................................... 11

            Section 5.       Governing Law.................................................................................. 11


FIRST AMENDED AND RESTATED

BYLAWS

                                                                           OF

                              MICROARRAY GENE EXPRESSION DATA SOCIETY

 

 

                                                                    ARTICLE I

                                                            PRINCIPAL OFFICE

 

                        The principal office of this corporation shall be located in the county of Solano, California.

 

 

                                                                    ARTICLE II

                                                                 MEMBERSHIP

 

                        This corporation shall have no voting members, but the Board of Directors may, by resolution, establish one or more classes of nonvoting members and provide for eligibility requirements for membership and rights and duties of members, including the obligation to pay dues.

 

 

                                                                   ARTICLE III

                                                        BOARD OF DIRECTORS

 

                        Section 1.       Powers.  This corporation shall have powers to the full extent allowed by law.  All powers and activities of this corporation shall be exercised and managed by the Board of Directors of this corporation directly or, if delegated, under the ultimate direction of the Board.

 

                        Section 2.       Number of Directors.  The number of directors shall be not less than ten nor more than twenty-five, with the exact authorized number of directors to be fixed from time to time by resolution of the Board of Directors.

 

                        Section 3.       Limitations on Interested Persons.  At all times, not more than 49% of the directors of this corporation may be interested persons.  An interested person means either:

 

                        (a)       any person currently being compensated by this corporation for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director in his or her capacity as director; or

 

                        (b)       any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

 

                        Section 4.       Election and Term of Office of Direc­tors.  The directors then in office shall elect their successors.  Each director shall be elected for a term of one year. Each director shall hold office until a successor has been elected.

 

                        Section 5.       Vacancies.  A vacancy shall be deemed to exist on the Board in the event that the actual number of directors is less than the authorized number for any reason.  Vacancies may be filled by the remaining directors for the unex­pired portion of the term.

 

                        Section 6.       Resignation and Removal.  Resignations shall be effective upon receipt in writing by the President, the Chairman of the Board (if any), the Secretary, or the Board of Directors of this corporation, unless a later effective date is specified in the resignation.  A majority of the directors then in office may remove any director at any time, with or without cause.

 

                        Section 7.       Annual Meetings.  A meeting of the Board of Directors shall be held at least once a year.  Annual meetings shall be called by the President, the Chairman of the Board (if any), or any two directors, and noticed in accordance with Section 9.

 

                        Section 8.       Special Meetings.  Special meetings of the Board of Directors may be called by the President, the Chairman of the Board (if any), or any two directors, and noticed in accordance with Section 9.

 

                        Section 9.       Notice.  Notice of the annual meeting and any special meetings of the Board of Directors shall be given to each director at least four days before any such meeting if given by first-class mail or forty-eight hours before any such meeting if given personally or by telephone, including a voice messaging system or other system or technology de­signed to record and communicate messages, telegraph, facsimile, elec­tronic mail, or other electronic means, and shall state the date, place, and time of the meeting.

 

                        Section 10.     Waiver of Notice.  The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting.  All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.

 

                        Section 11.     Quorum.  The greater of five directors or one-fifth of the total number of directors then in office shall constitute a quorum, provided that in no event shall the required quorum be less than one-fifth of the authorized number of directors or two directors, whichever is larger.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in Article III, Sections 5 (filling board vacancies), 6 (removing directors) and 12 (taking action without a meeting); Article IV, Section 1 (appointing Board Committees); Article VI, Section 3 (approving self-dealing transactions); Article VII, Section 2 (approving indemnification); and Article VIII, Section 4 (amending Bylaws), of these Bylaws or in the California Nonprofit Public Benefit Corporation Law.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

 

                        Section 12.     Action Without a Meeting.  Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individu­ally or collectively consent to such action in writing.  Such written consents shall be filed with the minutes of the proceedings of the Board, and shall have the same force and effect as the unanimous vote of such direc­tors.

 

                        Section 13.     Telephone and Electronic Meetings.  Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment so long as all of the following apply:

 

                        (a)       each director participating in the meeting can communicate with all of the other directors concurrently;

 

                        (b)       each director is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and

 

                        (c)       this corporation verifies that (i) a person communicating by telephone, electronic video screen, or other communications equipment is entitled to participate in the Board meeting as a director, or by invitation of the Board or otherwise, and (ii) all motions, votes, or other actions required to be made by a director are actually made by a director and not by someone who is not entitled to participate as a director.

 

                        Section 14.     Standard of Care.

 

                        A.        General.  A director shall perform the du­ties of a director, including duties as a member of any Board Com­mittee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.

 

                        In performing the duties of a director, a direc­tor shall be entitled to rely on information, opinions, re­ports, or statements, including financial statements and other financial data, in each case prepared or presented by:

 

                        (i)        one or more officers or employees of this corporation whom the director believes to be reliable and competent as to the matters presented;

 

                        (ii)       counsel, independent accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or

 

                        (iii)      a Board Committee upon which the director does not serve, as to matters within its desig­nated authority, provided that the director believes such Committee merits confidence;

 

so long as in any such case, the director acts in good faith after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

 

                        Except as provided in Article VI below, a person who performs the duties of a director in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that per­son’s obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.

 

                        B.        Investments.  Except with respect to assets held for use or used directly in carrying out this corpora­tion’s charitable activities, in investing, reinvesting, pur­chasing or acquiring, exchanging, selling, and managing this corporation’s investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of this corporation’s capital.  No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.

 

                        Section 15.     Inspection.  Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents, and to inspect the phys­ical properties of this corporation.

 

                        Section 16.     Compensation. The Board of Directors may authorize, by resolution, the payment to a director of reasonable compensation for services as a director.  The Board may authorize the advance or reimbursement to a director of actual reasonable expenses incurred in carrying out his or her duties as a director, such as for attending meetings of the Board and Board Committees.

 

 

                                                                   ARTICLE IV

                                                                COMMITTEES

 

                        Section 1.       Board Committees.  The Board of Directors may, by resolution adopted by a majority of the directors then in office, create any number of Board Committees, each con­sisting of two or more directors, and only of directors, to serve at the pleasure of the Board.  Appointments to any Board Committee shall be by a majority vote of the directors then in office.  Board Committees may be given all the authority of the Board, ex­cept for the powers to:

 

                        (a)       set the number of directors within a range specified in these Bylaws;

 

                        (b)       elect directors or remove directors without cause;

 

                        (c)       fill vacancies on the Board of Directors or on any Board Committee;

 

                        (d)       fix compensation of directors for serving on the Board or any Board Committee;

 

                        (e)       amend or repeal these Bylaws or adopt new Bylaws;

 

                        (f)        adopt amendments to the Articles of Incorporation of this corporation;

 

                        (g)       amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

 

                        (h)       create any other Board Committees or appoint the members of any Board Committees; or

 

                        (i)        approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.

 

                        Section 2.       Advisory Committees.  The Board of Directors may establish one or more Advisory Committees to the Board.  The members of any Advisory Committee may consist of directors or non‑directors and may be appointed as the Board determines.  Advisory committees may not exercise the authority of the Board to make decisions on behalf of this corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.

 

                        Section 3.       Meetings.

 

                        A.        Of Board Committees.  Meetings and actions of Board Com­mittees shall be governed by and held and taken in accordance with the provisions of Article III of these Bylaws concerning meetings and actions of the Board of Directors, with such changes in the content of those Bylaws as are necessary to substitute the Board Committee and its members for the Board of Directors and its members.  Min­utes shall be kept of each meeting of any Board Committee and shall be filed with the corporate records.

 

                        B.        Of Advisory Committees.  Subject to the authority of the Board of Directors, Advisory Committees may determine their own meeting rules and whether minutes shall be kept.

 

                        The Board of Directors may adopt rules for the governance of any Board or Advisory Committee not inconsistent with the provisions of these Bylaws.

 

 

                                                                    ARTICLE V

                                                                     OFFICERS

 

                        Section 1.       Officers.  The officers of this corpora­tion shall be a President, a Secretary, and a Treasurer.  The cor­poration may also have, at the discretion of the directors, such other officers as may be appointed by the Board of Directors.  Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve con­currently as the President or Chairman of the Board, if any.  The officers shall be elected from among the directors of the corporation.

 

                        Section 2.       Election.  Except for the initial officers appointed by the incorporator, the officers of this corpora­tion shall be elected annually by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employ­ment.

 

                        Section 3.       Removal.  Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Direc­tors or by an officer on whom such power of removal may be conferred by the Board of Directors.

 

                        Section 4.       Resignation.  Any officer may resign at any time by giving written notice to this corporation.  Any resignation shall take effect on receipt of that notice by any other officer than the person resigning or at any later time specified by that notice and, unless otherwise specified in that notice, the acceptance of the resignation shall not be neces­sary to make it effective.  Any resignation is without preju­dice to the rights, if any, of this corporation under any contract to which the officer is a party.

 

                        Section 5.       Vacancies.  A vacancy in any office for any reason shall be filled in the same manner as these Bylaws provide for election to that office.

 

                        Section 6.       President.  The President shall be the chief executive officer of this corporation and shall, subject to control of the Board, generally supervise, direct and con­trol the business and other officers of this corporation.  The President shall preside at all meetings of the Board of Directors.  The President shall be a member of all Board Committees, shall have the general powers and duties of management usually vested in the office of President of the corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.

 

                        Section 7.       Secretary.  The Secretary shall supervise the keeping of a full and complete record of the proceed­ings of the Board of Directors and its committees, shall supervise the giving of such notices as may be proper or necessary, shall supervise the keeping of the minute books of this corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.

 

                        Section 8.       Treasurer.  The Treasurer shall be the chief financial officer of this corporation and shall supervise the charge and custody of all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of Directors, and the keeping and main­taining of adequate and correct accounts of this corporation’s properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.

                                                                   ARTICLE VI 

                                                    CERTAIN TRANSACTIONS

 

                        Section 1.       Loans.  Except as permitted by Section 5236 of the California Nonprofit Public Benefit Corporation Law, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this cor­poration may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably an­ticipated to be incurred in performance of the duties of such director or officer so long as such individual would be en­titled to be reimbursed for such expenses absent that ad­vance.

 

                        Section 2.       Self‑Dealing Transactions.  Except as pro­vided in Section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self‑dealing transaction.  A self‑dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within California Corporations Code Section 5233(b).

 

                        Section 3.       Approval.  This corporation may engage in a self‑dealing transaction if the transaction is approved by a court or by the Attorney General.  This corporation may also engage in a self-dealing transaction if the Board determines, before the transaction, that (a) this corporation is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to this corporation at the time; and (c) after reasonable investigation, the Board determines that it could not have obtained a more advan­tageous arrangement with reasonable effort under the circum­stances.  Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the director’s interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.

 

                        Where it is not reasonably practicable to obtain approval of the Board before entering into a self-dealing transaction, a Board Committee may approve such transaction in a manner consistent with the requirements above; provided that, at its next meeting, the full Board determines in good faith that the Board Committee’s approval of the transaction was consistent with the requirements above and that it was not reasonably practical to obtain advance approval by the full Board, and ratifies the transaction by a majority of the directors then in office without the vote of any interested director.   

 

 

                                                                             

 

 

                                                                  ARTICLE VII 

                                          INDEMNIFICATION AND INSURANCE

 

                        Section 1.       Right of Indemnity.  To the fullest extent allowed by Section 5238 of the California Nonprofit Public Benefit Corporation Law, this corporation may indemnify and advance expenses to its agents, in connection with any proceeding, and in accordance with Section 5238.  For purposes of this Article, “agent” shall have the same meaning as in Section 5238(a), including directors, officers, employees, other agents, and persons formerly occupying such positions; “proceeding” shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and “expenses” shall have the same meaning as in Section 5238(a), including reasonable attorneys’ fees.

 

                        Section 2.       Approval of Indemnity.  On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d).  Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, may authorize indemnification to the extent permitted thereby. 

 

                        Section 3.       Advancing Expenses.  The Board of Directors may authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board finds that:

 

                        (a)       the requested advances are reasonable in amount under the circumstances; and

 

                        (b)       before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.

 

The Board shall determine whether the undertaking must be secured, and whether interest shall accrue on the obligation created thereby.

 

                        Section 4.       Insurance.  The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, and such insurance may provide for coverage against liabilities beyond this corporation’s power to indemnify the agent under law.

 

 

                                                                  ARTICLE VIII

                                                             MISCELLANEOUS

 

                        Section 1.       Fiscal Year.  The fiscal year of this corporation shall end each year on December 31.

 


                        Section 2.       Contracts, Notes, and Checks.  All contracts entered into on behalf of this corporation must be authorized by the Board of Directors or the person or persons on whom such power may be conferred by the Board from time to time, and, except as other­wise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of this corporation shall be signed by the person or persons on whom such power may be conferred by the Board from time to time.

 

                        Section 3.       Annual Reports to Directors.  Within 120 days after the end of this corporation’s fiscal year, the President shall furnish a written report to all directors of this corporation containing the following information:

 

                        (a)       the assets and liabilities, including the trust funds of this corporation, as of the end of the fiscal year;

 

                        (b)       the principal changes in assets and liabilities, including trust funds, during the fiscal year;

 

                        (c)       the revenue or receipts of this corporation, both unrestricted and restricted to particular pur­poses, for the fiscal year;

 

                        (d)       the expenses or disbursements of this cor­poration, for both general and restricted purposes, for the fiscal year; and

 

                        (e)       any transaction during the previous fiscal year involving more than $50,000 between this corporation (or its parent or subsidiaries, if any) and any of its directors or officers (or the directors or officers of its parent or subsidiaries, if any) or any holder of more than ten percent of the voting power of this corporation or its parent or subsidiaries, if any, or any of a number of such transactions in which the same person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than $50,000, as well as the amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any director or officer of this corporation.  For each transaction, the report must disclose the names of the interested persons in­volved in such transaction, stating such person’s relation­ship to this corporation, the nature of such person’s interest in the transaction and, where practicable, the value of such interest.

 

The foregoing report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without an audit from the books and records of this corporation.

 

                        Section 4.       Amendments.  Proposed amendments to these Bylaws shall be submitted in writing to the directors at least one week in advance of any Board meeting at which they will be considered for adoption.  The vote of a majority of the directors then in office or the unanimous written consent of the directors shall be required to adopt a bylaw amendment.

 

                        Section 5.       Governing Law.  In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the California Nonprofit Public Benefit Corporation Law as then in effect shall apply.


                                                 CERTIFICATE OF SECRETARY

 

 

 

            I, Ron Taylor, certify that I am presently the duly elected and acting Secretary of Microarray Gene Expression Data Society, a California nonprofit public benefit corporation, and that the above Bylaws, consisting of 11 pages, are the Bylaws of this corporation as adopted by the Board of Directors at a duly called and noticed meeting at which a quorum was at all times present, on ____________, 2003.

 

 

 

DATED: ______________, 2003                                                                                                

                                                                        Ron Taylor, Secretary

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